TCR_Public/060713.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 13, 2006, Vol. 10, No. 165

                             Headlines

2135 GODBY: Section 341(a) Meeting Rescheduled to July 27
2135 GODBY: Files Schedules of Assets and Liabilities
2929 PANTHERSVILLE: Files Schedules of Assets and Liabilities
ACE AMERICAN: Fitch Affirms CCC+ Insurer Financial Strength Rating
ACRO BUSINESS: Case Summary & 18 Largest Unsecured Creditors

ADDISON-DAVIS: March 31 Balance Sheet Upside-Down by $2.2 Million
ADELPHIA COMMS: Court Confirms Century-TCI & Parnassos Ch. 11 Plan
ADELPHIA COMMS: FCC to Vote on Sale to Comcast & Time Warner Today
ADVANCED MEDICAL: Alcon Settles Patent Suit with $121MM Payment
AIRBASE SERVICES: Trustee Taps D.A. Davidson as Financial Advisor

AIRBASE SERVICES: Sells Assets to Regent Aerospace for $4.1 Mil.
ALLIED HOLDINGS: Has Until September 24 to Decide on 52 Leases
ALLIED HOLDINGS: Dispute Over McConnells' PI Lawsuit Continues
AMERICAN STEAMSHIP: S&P Affirms B+ Ratings With Stable Outlook
AMES DEPT: Court Decrees Ames/Parkway Bldg. Not Shopping Center

AMES DEPARTMENT: Judge Gerber Expands Deloitte's Scope of Work
AVITAR INC: Completes Sale of $750,000 of Sec. Convertible Notes
BERRY-HILL: Negotiating Exclusively with Chrysalis for Ch. 11 Plan
BROOK MAYS: Case Summary & 20 Largest Unsecured Creditors
BUFFALO COAL: Committee Wants Case Consolidated with United Energy

CANWEST MEDIAWORKS: DBRS Places Low-B Rating on Senior Sub. Notes
CATHOLIC CHURCH: Portland Wants Litigation & Insurance Experts
CATHOLIC CHURCH: Spokane Settlement Mediation Continued in August
CDC MORTGAGE: S&P Lowers Class B-2 Debt's Rating to CCC from B
CG MULTIFAMILY: Wants to Retain Four Law Firms as Special Counsel

CHUM LTD: Bell Globemedia Offers $1.5 Billion in Merger Proposal
CITGO PETROLEUM: Realigns to Strengthen East/Gulf Coast Presence
CITGO PETROLEUM: Paying $280 Million Dividend to PDVSA
COLLINS & AIKMAN: Resolves Lien Dispute with D&F Corporation
DANA CORP: Wants Court to Set Sept. 21 as Claims Filing Deadline

DANA CORP: Gets Agents' Okay to Move Challenge Period to Sept. 29
DAVITA INC: Fitch Assigns B- Rating to Senior Subordinated Debt
DELPHI CORP: Drafts Cost Restructuring Plan with A.T. Kearney
DELPHI CORP: Wants to Continue Annual Incentive Plan Through 2006
DELTA AIR: Court Okays Alvarez & Marsal as Retired Pilots' Advisor

DELTA AIR: Gets Court Nod to Hire Ernst & Young as Auditors
EMMIS COMMS: Earns $8.6 Million in Quarter Ended May 31
ENDURANCE BUSINESS: Moody's Cuts Corp. Family Rating to B2 from B1
ENTERPRISE PRODUCTS: Moody's Rates Proposed $300MM Notes at Ba1
ENTERPRISE PRODUCTS: S&P Rates Proposed $300 Million Notes at B+

ENTERPRISE PRODUCTS: Fitch Expects BB+ Rating on $300 Mil. Notes
EPICUS COMMUNICATIONS: Sells $650,000 of 6% Debentures to Lender
EPIXTAR CORP: Excl. Plan Filing Deadline Moved to August 2
EPIXTAR CORP: Can Sell Accounts Receivable to Wells Fargo
FALCON AIR: U.S. Trustee Appoints Seven-Member Creditors Committee

FALCON AIR: Creditors Panel Hires Meland Russin as Bankr. Counsel
FALCONBRIDGE LTD: Phelps Not Surprised at Xstrata's Revised Offer
FALCONBRIDGE LTD: Inco CEO Says Offer Still Better Than Xsrtata's
GRAPHIC PACKAGING: Fitch Initiates Coverage With Low-B Ratings
GREAT PANTHER: KPMG Raises Going Concern Doubt

GSAA HOME: Moody's Places Rating on Class B-3 Certificates at Ba2
HANDMAKER JEWISH: Wells Fargo Wants to Propose Alternative Plan
HIGH VOLTAGE: Annuities Cost Less than PBGC's Multi-Mil. Claims
INCO LTD: Phelps Dodge-Falconbridge Merger Gets DoJ Approval
INCO LTD: Says Falconbridge Offer Still Better Than Xsrtata's

INTEGRATED HEALTH: Briarwood to Appeal SPA Compliance Order
INTERNATIONAL HELICOPTER: Section 341(a) Meeting Set for July 20
INTERNATIONAL HELICOPTER: Court Okays Stichter Riedel as Counsel
JAMES MCALLISTER: Voluntary Chapter 11 Case Summary
JDA SOFTWARE: Discloses Preliminary Second Quarter 2006 Results

JRV INDUSTRIES: Judge Funk Says Plan Not Feasible, Unconfirmable
KAISER ALUMINUM: Court Approves Zurich Settlement Pact
L-T INC: Case Summary & Three Largest Unsecured Creditors
LEVEL 8: March 31 Balance Sheet Upside-Down by $15 Million
LEVITZ HOME: Judge Lifland Approves Assumption of 27 Contracts

MERITAGE HOMES: Credit Facility Increased to $850 Million
METABOLIFE INT'L: Taps LECG as Forensic Electronic Data Expert
MIRANT CORP: Plans Equity Repurchase & Sale of Int'l Businesses
MIRANT CORP: Assets Sale Cues Fitch to Put B+ Rating on Neg. Watch
MIRANT CORP: S&P Places B+ Corporate Credit Rating on Neg. Watch

MPM TECH: March 31 Balance Sheet Upside Down by $7.7 Million
NATIONAL ENERGY: Project Lenders Can Add Claims Until October 2
NATIONAL ENERGY: ET Power Wants Hingham, et al.'s Claims Barred
NEWPAGE CORP: Moody's Rates B3 on New $750 Million Term Loan
NORTHWEST AIRLINES: Has Until January 16 to File Chapter 11 Plan

NORTHWEST AIRLINES: Wants Court's Nod on Sale of 6 DC-10 Aircraft
NVE INC: Gets Court Nod to Hire Amper Politziner as Accountant
OCA INC: BofA & Secured Lenders Want Equity Committee Disbanded
PAPERCLIP SOFTWARE: March 31 Balance Sheet Upside-Down by $1 Mil.
PENHALL INT'L: Moody's Rates Proposed $175 Mil. Sr. Notes at B3

PLATFORM LEARNING: Taps Herrick Feinstein as Bankruptcy Counsel
PLATFORM LEARNING: U.S. Trustee Appoints 5-Member Creditors Panel
PREDIWAVE CORP: Wants Until Nov. 10 to Decide on Six Leases
PREMIUM PAPERS: Vendor Wants to Reclaim Unpaid Paper Goods
PRIMEDEX HEALTH: Acquires Radiologix Inc. for $208 Million

PROCARE AUTOMOTIVE: Court Gives Final Nod to Use Cash Collateral
PROCARE AUTOMOTIVE: Court Establishes July 17 as Claims Bar Date
RADIOLOGIX INC: Sells Assets to Primedex Health for $208 Million
RAPID PAYROLL: Court Okays Irell & Manella as Litigation Counsel
RAPID PAYROLL: Selects Robinson Diamant as General Bankr. Counsel

REFCO INC: Chapter 11 Trustee Wants Court's Nod on Settlement Pact
REFCO INC: Judge Drain Issues Protective Order on Panel Subpoenas
REVLON INC: Reveals Preliminary Second Quarter Results for 2006
REVLON CONSUMER: Moody's Holds Corporate Family Rating at B3
RIVERSTONE NETWORKS: Lonestar Capital Resigns from Equity Panel

SAINT VINCENTS: Resolves Lease Dispute with Citicorp Leasing
SILICON GRAPHICS: Liquidation Analysis Under First Amended Plan
SILICON GRAPHICS: Agrees with Christie Digital to Modify Stay
SMART-TEK: March 31 Balance Sheet Upside-Down by $490,599
SPECIALTYCHEM PRODUCTS: U.S. Trustee Appoints Three-Member Panel

SPECIALTYCHEM PRODUCTS: Court Approves Godfrey & Kahn as Counsel
TODD MCFARLANE: Wants Plan Filing Period Extended to Sept. 29
TRIUMPH HEALTHCARE: S&P Rates $110 Mil. 2nd-Lien Facility at CCC+
UNITED ENERGY: Buffalo Coal's Committee Wants Cases Consolidated
UNITED ENERGY: U.S. Trustee Appoints Six-Member Official Committee

VERSO PAPER: Moody's Assigns B1 Corporate Family Rating
WINN-DIXIE: WD Montgomery Wants Fairfield Partners to Pay $281,897
WINN-DIXIE: Rejects 23 Executory Contracts & Unexpired Leases
WORLDCOM INC: Court Says Amended Pact with Dobie is Executory
WORLDCOM INC: Settles Farmington Levy Dispute with Clarion County

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

2135 GODBY: Section 341(a) Meeting Rescheduled to July 27
---------------------------------------------------------
The U.S. Trustee for Region 21 rescheduled the meeting of 2135
Godby Property, LLC's creditors to 10:00 a.m., on July 27, 2006,
at Room 365, Russell Federal Building, 75 Spring Street, in
Atlanta, Georgia.  

The meeting was originally scheduled on June 22, 2006.

This is the first meeting of creditors required in all bankruptcy
cases under Section 341(a) of the Bankruptcy Code.

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

Headquartered in Calabasas, California, 2135 Godby Property, LLC,
dba Quail Creek Apartments, owns and operates a 486-unit apartment
in 2135 Godby Road, College Park, Georgia.  The company filed for
chapter 11 protection on May 1, 2006 (Bankr. N.D. Ga. Case No.
06-65007).  Todd E. Hennings, Esq., at Macey, Wilensky, Kessler,
Howick & Westfall, LLP, represents the Debtor in its restructuring
efforts.  No Committee of Unsecured Creditors has been appointed
in the Debtor's case.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


2135 GODBY: Files Schedules of Assets and Liabilities
-----------------------------------------------------
2135 Godby Property, LLC, delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Northern District
of Georgia, disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  $15,000,000
  B. Personal Property                 $280,392
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                $10,990,000
     Secured Claims
  E. Creditors Holding                                    $35,401
     Unsecured Priority Claims
  F. Creditors Holding                                   $577,614
     Unsecured Nonpriority
     Claims
                                   ------------      ------------
     Total                          $15,280,392       $11,603,015

Headquartered in Calabasas, California, 2135 Godby Property, LLC,
dba Quail Creek Apartments, owns and operates a 486-unit apartment
in 2135 Godby Road, College Park, Georgia.  The company filed for
chapter 11 protection on May 1, 2006 (Bankr. N.D. Ga. Case No.
06-65007).  Todd E. Hennings, Esq., at Macey, Wilensky, Kessler,
Howick & Westfall, LLP, represents the Debtor in its restructuring
efforts.  No Committee of Unsecured Creditors has been appointed
in the Debtor's case.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


2929 PANTHERSVILLE: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
2929 Panthersville Associates delivered its Schedules of Assets
and Liabilities to the U.S. Bankruptcy Court for the Northern
District of Georgia, disclosing:

     Name of Schedule                  Assets       Liabilities
     ----------------                  ------       -----------
  A. Real Property
  B. Personal Property                 $59,527
  C. Property Claimed
     as Exempt
  D. Creditors Holding                              $11,405,850
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                 $546,102
     Unsecured Nonpriority
     Claims
                                     ---------      -----------
     Total                             $59,527      $11,951,952

Headquartered in Atlanta, Georgia, 2929 Panthersville Associates
owns a 518-unit apartment known as the Spanish Trace East
Apartments in Decatur, Georgia.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. N.D. Ga. Case No. 06-64988).
John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP,
represents the Debtor.  No Committee of Unsecured Creditors has
been appointed in the Debtor's case.  When the Debtor filed for
protection from its creditors, it estimated assets between $1
million and $10 million and debts between $10 million and $50
million.


ACE AMERICAN: Fitch Affirms CCC+ Insurer Financial Strength Rating
------------------------------------------------------------------
Fitch Ratings affirmed the 'B-' insurer financial strength rating
of Century Indemnity Company, the 'CCC+' IFS rating of ACE
American Reinsurance Company and the 'CCC+' IFS rating of Century
Reinsurance Company.  All ratings were removed from Rating Watch
Negative.  

Fitch then withdrew its IFS rating of ACE American Re.  The Rating
Outlook is Negative for all ratings.

The rating actions follow an announcement that the pending sale of
ACE American Re to Randall and Quilter Investment Holdings had
been consummated.  ACE American Re is one of three run-off
reinsurance subsidiaries that were sold to Randall and Quilter by
Brandywine Holdings, whose ultimate parent is Bermuda-based ACE
Limited.

The affirmation follows approval of the sale by the United
Kingdom's Financial Services Authority and the Pennsylvania
Department of Insurance.

Fitch also commented that it views the closing of the sale of the
run-off insurance subsidiaries as a positive credit event for ACE
because it reduces uncertainty about ACE's exposure to asbestos
and environmental claims and reinsurance recoverables.

Although ACE's obligations to Brandywine are fixed and finite
under the terms of a 1996 restructuring agreement, Fitch believes
that it is sensible for ACE to manage Brandywine through an
orderly disposition of its insurance subsidiaries.  The sale
reduces ACE's A&E reserves by approximately $900 million and its
reinsurance recoverables by approximately $400 million.  However,
Fitch also notes that, after the sale, ACE will still have
significant A&E liabilities and reinsurance recoverables.

Brandywine Holdings is an intermediate holding company that is
ultimately owned by ACE.  Brandywine Holdings and INA Holdings,
another intermediate holding company, together comprise the
domestic operations of INA Financial, their parent, and represent
the US property/casualty insurance operation that ACE purchased
from CIGNA Corporation in 1999.

INA Holdings owns the 15 insurance companies that represent the
group's active insurance operations.  Brandywine Holdings owns the
two domestic insurance companies which are inactive, run-off
operations now largely consisting of asbestos and environmental
claims.  The two groups were separated in a 1996 restructuring.
However, the groups remain linked through an aggregate excess of
loss agreement.  The excess of loss agreement originally provided
Century Indemnity Company, the lead inactive company, with up to
$800 million of support for either net worth maintenance or
liquidity needs.

Fitch affirmed these ratings and removes them from Rating Watch
Negative.  The Outlook is Negative:

  Century Indemnity Company:

    -- Insurer Financial Strength Rating affirmed at 'B-'

  ACE American Reinsurance Company:
  Century Reinsurance Company:

    -- Insurer Financial Strength Rating affirmed at 'CCC+'

Fitch withdrew this rating:

  ACE American Reinsurance Company:

    -- Insurer Financial Strength Rating withdrawn at 'CCC+'

The ACE Group of Companies is one of the world's largest providers
of property and casualty insurance and reinsurance.  Headquartered
in Bermuda, ACE provides a diversified range of products and
services to clients in nearly 50 countries around the world.


ACRO BUSINESS: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Acro Business Finance Corp.
        8441 Wayzata Boulevard, Suite 220
        Minneapolis, Minnesota 55426
        Tel: (763) 417-9995

Bankruptcy Case No.: 06-41364

Type of Business: The Debtor provides financial services.

Chapter 11 Petition Date: July 12, 2006

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Clinton E. Cutler, Esq.
                  Fredrikson & Byron, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, Minnesota 55402
                  Tel: (612) 492-7070
                  Fax: (612) 347-7077

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
North Star Bank                  Loan Participation    $1,085,000
4661 Highway 61
Saint Paul, MN 55110

Steams Bank N.A.                 Loan Participation      $985,000
4191 Second Street South
Saint Cloud, MN 56301

Estate of Virgil Eihusen         Sub-Debt Holder         $875,000
4100 Husker Highway
Grand Island, NE 68803

Landmark Community Bank          Loan Participation      $840,000
14150 St. Francis Boulevard
Northwest
Anoka, MN 55303

John Hanson                      Loan Participation      $500,000
1903 Grandview Avenue
Red Wing, MN 55066

Larry Keck                       Sub-Debt Holder         $500,000
2092 Shadywood Road
Wayzata, MN 55391

Virgil Eihusen Foundation        Sub-Debt Holder         $500,000
4100 Husker Highway
Grand Island, NE 68803

Excel Bank                       Loan Participation      $485,000
50 South Sixth Street
Suite 1000
Minneapolis, MN 55402

Estate of Virgil Eihusen         Loan Participation      $300,000
4100 Husker Highway
Grand Island, NE 68803

Midwest First Financial, Inc.    Sub-Debt Holder         $300,000
11904 Arbor Street, Suite 200
Omaha, NE 68144

Heritage Admin. Services, Inc.   Sub-Debt Holder         $250,000
400 Metro Place North
Suite 300
Dublin, OH  43017

ArrowHead Capital Management     Loan Participation      $200,000

Sharon Miles                     Sub-Debt Holder         $195,000

Jack Hart                        Sub-Debt Holder          $67,700

A.F. (Tony) Raimondo             Sub-Debt Holder          $50,000

Peoples Bank of Commerce         Loan Participation       $14,439

Donald Glesmann                  Loan Participation        $6,176

TDS Metrocom                     Telephone Service           $445


ADDISON-DAVIS: March 31 Balance Sheet Upside-Down by $2.2 Million
-----------------------------------------------------------------
Addison-Davis Diagnostics, Inc., filed its financial statements
for the quarter ended March 31, 2006, with the Securities and
Exchange Commission.

The Company reported a $565,130 net loss and no revenues for the
three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $926,879 in
total assets and $3,174,177 in total liabilities resulting in a
stockholders' deficit of $2,247,298.

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

               http://ResearchArchives.com/t/s?d8e

                      Going Concern Doubt

Armando C. Ibarra, Jr., CPAs, expressed substantial doubt about
Addison-Davis' ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended June 30, 2005.  The auditing firm pointed to the Company's
continuing losses from operations.

Addison-Davis' former auditor, Corbin & Company, LLP, also raised
substantial doubt about the Company's ability to continue as a
going concern after auditing its financial statements for the
fiscal year ended June 30, 2004.  Apart from recurring losses, the
auditing firm pointed to the Company's failure to preserve patent
rights on NICOWater(TM), which had been its sole revenue-
generating product.

                      About Addison-Davis

Based in Westlake Village, California, Addison-Davis Diagnostics,
Inc. -- http://www.addisondavis.com/-- offers quick response   
diagnostic tests that are user friendly, produce fast simple
results and are less costly, less problematic and less time
consuming.  The Company is currently focused on bringing fast and
reliable "Point-of-care" Diagnostic Testing through the use of its
patented technology to Healthcare Professionals, Hospitals,
certain branches of the Government and the Workplace environment
for drugs-of-abuse and medical conditions and diseases.


ADELPHIA COMMS: Court Confirms Century-TCI & Parnassos Ch. 11 Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered a formal order confirming the Third Modified Fourth
Amended Joint Plan of Reorganization for the Century-TCI Debtors
and the Parnassos Debtors on June 29, 2006.

A full-text copy of the Confirmation Order is available for free
at http://ResearchArchives.com/t/s?d9e

The Century-TCI Debtors and the Parnassos Debtors are debtor-
affiliates of Adelphia Communications Corporation.

The Century-TCI Debtors are comprised of:

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

The Parnassos Debtors are comprised of:

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

Judge Gerber finds that the Joint Venture Plan satisfies the 13
statutory requirements under Section 1129(a) of the Bankruptcy
Code.

Judge Gerber clarifies that the confirmation or consummation of
the Joint Venture Plan will not have any probative effect,
evidentiary value or affect the rights, claims or defenses of the
Debtors or any parties-in-interest with respect to any plan for
the Affiliated Debtors.

Specifically, Judge Gerber rules that confirmation or
consummation of the Joint Venture Plan will have no impact with
respect to the Bank Lender Avoidance Complaint unless expressly
resolved by the Plan and the parties reserve all their rights,
claims, defenses and arguments.

Judge Gerber further rules that the Official Committee of
Unsecured Creditors' pending Holdback Motion and Estimation
Motion will be deemed withdrawn with prejudice as of the
Effective Date solely in respect of distributions in respect of
the Bank Claims, the Bank Lender Fee Claims and the Bank Lender
Post-Effective Date Fee Claims in Class P-Bank and Class-TCI
Bank.  Each of the Holdback Motion and the Estimation Motion
otherwise will remain pending and unaffected by the Joint Venture
Plan and the Confirmation Order with respect to the other ACOM
Debtors.

With respect to the Securities Class Action, the issue of whether
the releases provided by Section 12.08(b)(vi) of the Joint
Venture Plan are permissible under applicable law will be subject
to further Court decision.

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest      
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.  
(Adelphia Bankruptcy News, Issue No. 139; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADELPHIA COMMS: FCC to Vote on Sale to Comcast & Time Warner Today
------------------------------------------------------------------
The Federal Communications Commission will hold a public meeting
today, July 13, 2006, to consider approval of Adelphia
Communication Corporation's sale of substantially all its assets
to Time Warner, Inc., and Comcast Corporation.

In a notice dated July 6, 2006, the FCC said it will consider a
memorandum opinion and order regarding the applications of
Adelphia Communications Corporation and subsidiaries, Time
Warner, Inc., Time Warner Cable, Inc., and Comcast Communications
Corporation for consent to the acquisition by Time Warner Cable
and Comcast Communications of substantially all of the domestic
cable systems owned or managed by Adelphia.

According to Bloomberg News, FCC approval is among the final
hurdles remaining for ACOM's sale to Comcast and Time Warner
Cable.

                  FCC Urged to Require Arbitration
                      in Comcast/MASN Dispute

Congressman Tom Davis (R-VA-11th), Albert Wynn (D-MD-4th), and Jim
Moran (D-VA-8th) have asked the Federal Communications Commission
to make Comcast Communications' proposed merger with Adelphia
Cable contingent on Comcast entering into binding arbitration to
settle the controversy over airing Washington Nationals baseball
games.

Comcast, the Washington region's largest cable provider, has
refused to carry the Mid-Atlantic Sports Network (MASN), which has
the rights to broadcast all but a handful of Nationals games.  
This dispute has denied millions of fans the opportunity to follow
their team on a day-to-day basis.

Requiring the two sides to enter into binding arbitration would
"address both the concern of lack of televised exposure of the
Nationals from a fan's perspective, and the concern of the
significant expenditure of public funds by the District of
Columbia in the hope that a successful team will spur urban
revitalization efforts in the Nations' Capital," the Congressmen
wrote.

In an e-mailed statement to Bloomberg, Comcast Executive Vice
President David Cohen said they have proposed multiple solutions
to resolve the issue.  "We continue to seek a resolution that
protects our customers and National fans to get the Nationals
games on TV as quickly as possible."

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest      
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.  
(Adelphia Bankruptcy News, Issue No. 139; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADVANCED MEDICAL: Alcon Settles Patent Suit with $121MM Payment  
---------------------------------------------------------------
Advanced Medical Optics, Inc., reached a settlement with Alcon,
Inc., Alcon Manufacturing, Ltd., and Alcon Laboratories, Inc.,
resolving all pending patent infringement lawsuits between the
companies on technologies used in ophthalmic surgery.

                     Terms of the Agreement

Under the agreement, which has an effective date of June 30, 2006,
Alcon will pay AMO a lump sum of $121 million.  The parties agree
to dismiss all existing patent litigation and not to sue on the
patents at issue, including the use of multiple viscoelastics in
one surgical procedure.  In addition, each company is granted a
license to the patents covering its existing phacoemulsification
equipment features, which allows them to market their current
products without the threat of litigation.

The settlement resolves four pending patent lawsuits between the
companies, including the December 2003 complaint filed against
Alcon in the U.S. District Court for the District of Delaware for
infringement of two AMO phacoemulsification patents for which a
judge upheld a May 2005 jury decision of infringement by Alcon.  
Alcon had subsequently filed an appeal and motion for a new trial
in connection with this judgment.

"We invest substantial resources and energies to develop new
ophthalmic technologies and are pleased to bring these legal
matters to a swift and successful close for the benefit of our
stockholders and customers," said Jim Mazzo, AMO chairman,
president and chief executive officer.

                  About Advanced Medical Optics

Based in Santa Ana, California, Advanced Medical Optics, Inc.
(NYSE: EYE) -- http://wwwamo-inc.com/-- develops, manufactures  
and markets ophthalmic surgical and contact lens care products.  
AMO employs approximately 3,600 worldwide.  The company has
operations in 24 countries and markets products in 60 countries.

                          *     *     *

As reported in the Troubled Company Reporter on June 12, 2006,
Moody's Investors Service affirmed Advanced Medical Optics, Inc.'s
existing ratings, following the company's announcement that it is
issuing, through a Rule 144A offering, up to $500 million of
convertible senior subordinated notes due 2026.

The affirmed ratings include the Company's B1 Corporate Family
Rating; B1 rating on $300 million Sr. Secured Revolver due 2009;
and B3 rating on $350 million Convertible Senior Subordinated
Notes due 2024. The rating outlook remains stable.


AIRBASE SERVICES: Trustee Taps D.A. Davidson as Financial Advisor
-----------------------------------------------------------------
The Honorable D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas in Fort Worth approved on a final basis
the retention of D.A. Davidson & Co., as financial advisor to
Dennis Faulker, the Chapter 11 Trustee for Airbase Services, Inc.

As reported in the Troubled Company Reporter on May 29, 2006,
D.A. Davidson will:

    (a) finalize an electronic data room and management
        presentation;

    (b) contact over 43 potential strategic and 47 financial
        buyers to determine their interest in purchasing the
        Debtor's assets;

    (c) execute non-disclosure agreements with 18 strategic and 5
        financial buyers;

    (d) deliver selling memorandum to 18 potential strategic and
        30 financial buyers;

    (e) conduct company tours, management presentations, and
        provide access to the electronic data room; and

    (f) secure six letters of intent from potential buyers.

The Trustee told the Court that for this engagement, the firm
will be paid a $250,000 fee.

Michael R. Smith, managing director of D.A. Davidson, assured the
Court that the firm is disinterested as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Grand Prairie, Texas, Airbase Services, Inc. --
http://www.airbaseservices.com/-- maintains and repairs a wide
range of cargo equipment and cabin interior designs for commercial
airlines, and provides maintenance and management services for the
airline industry.  Due to bankruptcies filed by several of its
airline customers, the Company filed for bankruptcy protection on
May 1, 2006 (Bankr. N.D. Tex. Case. No. 06-41231).  The Court
approved the appointment of Dennis Faulkner as Chapter 11 Trustee
in the Debtor's chapter 11 case on May 3, 2006.  Mark J.
Petrocchi, Esq., at Goodrich Postnikoff Albertson & Petrocchi,
LLP, represents the Trustee.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  In its
schedules of assets and liabilities, the Debtor listed $12,628,078
in total assets and $28,311,883 in total liabilities.


AIRBASE SERVICES: Sells Assets to Regent Aerospace for $4.1 Mil.
----------------------------------------------------------------
The Honorable D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas in Fort Worth approved on June 30,
2006, the sale of substantially all of Airbase Services, Inc.'s
assets free and clear of all liens, claims and encumbrances to
Regent Aerospace Corporation, for $4,100,000.

All claims, liens, interests, liabilities and debts will be
discharged as to the assets purchased, except that these
encumbrances will attach to the proceeds of the sale in the order,
priority, and status that exist on the assets.

                         Excluded Assets

The excluded assets are:

   (a) the Debtor's cash, including, but not limited to amounts on
       deposit with utility providers;

   (b) all accounts receivable of the Debtor arising before
       June 30, 2006, including the Air Canada Receivables;

   (c) the capital stock of Airbase Services, Inc., Airbase Canada
       Holdings, Inc., Airbase Services, Inc./Les Services
       Airbase, Inc., Airbase Services International Limited fka
       PCO 186 Limited, Airbase Services (UK) Limited fka Aircraft
       Interior Refurbishment (Products Support) Limited;

   (d) any intercompany indebtedness and related security granted
       by Airbase UK in favor of the Debtor;

   (e) any executory contract or unexpired lease, which is not
       Assumed Customer Contract or Assumed Contract;

   (f) the Equipment Maintenance and Other Services Agreement
       between the Debtor and Air Canada dated as of Oct. 1, 1999,
       and any receivable;

   (g) the employment agreement between the Debtor and Thomas K.
       McKeown, the Debtor's chief executive officer and sole
       director; and

   (h) any causes of action or claims under Sections 510, 544,
       545, and 547 to 553.

                            Receivables

The Existing Receivables:

   (a) will remain part of the Debtor's estate; and

   (b) are collateral for the Prepetition Obligations, the
       Adequate Protection Claim and the Postpetition Obligations.

Regent Aerospace will collect, at the Debtor's expense, all of the
Existing Receivables for and on behalf of the Chapter 11 Trustee,
and Harris N.A., as the Prepetition and Postpetition Lender by
virtue of merger to Harris Trust and Savings Bank.  

Regent Aerospace is authorized to retain 10% of all amount
received as commission.

Regent Aerospace will deposit all collected amounts in an account
at Harris N.A.  The deposited amount will be applied first to the
payment of the Prepetition Obligations and then to payment of the
Postpetition Obligations.

                        Assumed Contracts

On or before July 28, 2006, Regent Aerospace has the right to:

   (a) designate any executory contract or unexpired lease that it
       will assume; and

   (b) direct the Debtor to reject any executory contract or
       unexpired lease.

If Regent Aerospace has not designated its assumption of any
executory contract or unexpired lease by Oct. 27, 2006, then these
contracts and leases are deemed rejected.

The Chapter 11 Trustee has until July 14, 2006, to file an
Assumption Motion to identify and provide the cure amounts
relating to the Assumed Contracts.

Assumed Contract Parties have three days prior to the hearing of
the Assumption Motion to file objections, if any.

                          Holdback Amount

The proceeds of the sale will be paid to Dennis Faulker, the
Chapter 11 Trustee for Airbase Services, Inc.  The Chapter 11
Trustee will disburse the proceeds to Harris, except the Holdback
Amount.

The Holdback Amount includes:

   (a) up to $130,000 of the proceeds for the claims of the Taxing
       Authorities until those claims are finally determined;

   (b) $25,000 of the proceeds with respect to Titled Vehicles;

   (c) $350,000 of the proceeds as to that portion of the Debtor's
       Canadian subsidiary's stock not pledged to Harris, subject
       to its rights to challenge the valuation of those shares
       and retained amount;

   (d) $100,000 of the proceeds for a carve-out available for
       allowed general unsecured claims, excluding any claims of
       Harris; and

   (e) $900,000 of the proceeds with respect to the fess and
       expenses of D.A. Davidson & Co.

The Davidson Carve-out will be remitted as soon as practicable to
the Firm.  The Chapter 11 Trustee will deposit the Holdback Amount
in an interest bearing escrow account.

Full-text copies of the asset sale order and the asset purchase
agreement are available for a fee at:

   http://www.researcharchives.com/bin/download?id=060711045037

Headquartered in Grand Prairie, Texas, Airbase Services, Inc. --
http://www.airbaseservices.com/-- maintains and repairs a wide
range of cargo equipment and cabin interior designs for commercial
airlines, and provides maintenance and management services for the
airline industry.  Due to bankruptcies filed by several of its
airline customers, the Company filed for bankruptcy protection on
May 1, 2006 (Bankr. N.D. Tex. Case. No. 06-41231).  The Court
approved the appointment of Dennis Faulkner as Chapter 11 Trustee
in the Debtor's chapter 11 case on May 3, 2006.  Mark J.
Petrocchi, Esq., at Goodrich Postnikoff Albertson & Petrocchi,
LLP, represents the Trustee.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  In its
schedules of assets and liabilities, the Debtor listed $12,628,078
in total assets and $28,311,883 in total liabilities.


ALLIED HOLDINGS: Has Until September 24 to Decide on 52 Leases
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
extended, until Sept. 24, 2006, Allied Holdings, Inc., and its
debtor-affiliates' deadline to assume or reject their non-
residential real property leases.  The deadline excludes the lease
decision period for the Debtors' corporate headquarters in
Decatur, Georgia.

As reported in the Troubled Company Reporter on May 30, 2006, the
Debtors asked for additional time to determine whether to assume,
assume and assign or reject 52 leases.  A list of the 52 Leases is
available for free at http://ResearchArchives.com/t/s?a0b  

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Dispute Over McConnells' PI Lawsuit Continues
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
denied Frederick and Norma McConnell's request to lift the
automatic stay to allow their civil action against Allied
Holdings, Inc., and its debtor-affiliates to proceed, as reported
in the Troubled Company Reporter on Dec. 7, 2005.  The Court also
set further hearing on the Motion for January 20, 2006.  The
January 20 hearing date was ultimately continued until
March 14, 2006.

After listening to the arguments from the parties, the Court took
the Motion under advisement.  Subsequently, the Parties agreed to
discuss the possibility of estimating the claim for voting
purposes and to announce any resolution at the next hearing.
Despite ongoing discussions, the Parties were unable to agree to
an estimated value of the Claim.

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that during the course of their discussions,
counsel for the McConnells alleged that, absent agreement by the
Parties, the Court lacks authority to estimate the Claim, even
for purposes of voting on a plan of reorganization.

At a hearing in April, the Debtors agreed to submit a statement
to the Court addressing the McConnells' allegation.

Mr. Winsberg reminds the Court that the Debtors have presented
evidence of the hardship they would face in the event the
automatic stay was lifted.

The Debtors proffered testimony from John Blount, in-house
counsel for Allied Holdings, Inc., who testified that because
Commercial Carriers, Inc., does not carry first dollar insurance
coverage, but instead the policy insuring the Claim is subject to
a $1,000,000 self-insured retention per claim, the financial
liability for any recovery would fall directly on Commercial
Carriers.

Mr. Blount manages all litigation against the Debtors and is one
of their negotiators in the Teamsters bargaining discussions.

Mr. Winsberg notes that if relief from the stay were granted:

    -- Mr. Blount would have to divert his attention from the
       Teamsters negotiations to dealing with the general
       unsecured claim; and

    -- the Debtors' attorney's fees and costs attributable to the
       claim will receive administrative status to liquidate a
       general unsecured claim.

Mr. Winsberg complains that the McConnells have not presented
evidence to support their request or show that they would suffer
any hardship as a result from the continuation of the stay.

The McConnells' focus on estimation of the Claim is an
inappropriate request for an advisory opinion and an irrelevant
red herring that has nothing to do with "cause" under Section
362(d)(1), Mr. Winsberg says.

Because the McConnells failed to demonstrate any basis for stay
relief in the eight months since filing their request, the
Debtors ask the Court to deny the Stay Motion and prevent further
depletion of the Debtors' resources.

The Debtors reiterate that the claim estimation process is
entirely unrelated to a motion for relief from the automatic
stay.  Mr. Winsberg adds that the McConnells' allegations that a
bankruptcy court may not estimate a personal injury claim for
voting purposes are entirely without merit.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN STEAMSHIP: S&P Affirms B+ Ratings With Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' counterparty
credit and financial strength ratings on American Steamship Owners
Mutual P&I Assn. Inc. (American Club) and removed the ratings from
CreditWatch with negative implications.  The outlook is stable.

"The affirmation reflects the company's prospects for capital
improvement with its 2003 policy year supplemental call to members
of 30% of estimated total cost to be paid in two installments due
July 20 and Oct. 20, 2006," explained Standard & Poor's credit
analyst Kevin Maher.

American Club has recently been reliant on this mechanism.

"The company has begun a campaign to improve underwriting, loss
management, and operating practices," Mr. Maher added.

Standard & Poor's believes operating performance suffered in the
past from lack of appropriate measures to ensure sufficient
pricing and reserving and loss mitigation at the time members
renew.  Current measures on pricing, reserving, and loss
mitigation should result in improved operating performance in
2006 and 2007.

American Club maintains a strong relationship with the other
members of the International Group of Protection and Indemnity
Clubs, which provide some financial flexibility through
reinsurance.  Although statutory financials show the Club's risk-
based capitalization to be significantly below authorized control
levels, year-end 2005 GAAP capitalization is almost 50% higher
than statutory surplus because GAAP accounting allows the full
amount of assessments to be booked in 2005 -- unlike statutory
accounting.  The Club is expected to substantially improve its
statutory capitalization by year-end 2006, as revenue from the
supplemental call becomes recognized in statutory revenue and as
improved operating performance from higher rates and improved
risk management helps to build retained earnings.

The stable outlook is based on Standard & Poor's expectation that
American Club will:

   * improve its capital position with the supplemental call by
     year-end 2006;

   * continue to implement improvements in underwriting and
     operations management practices that will improve
     underwriting results beginning in 2007; and

   * reduce membership marginally by year-end.

The rating could be lowered upon lack of capital improvement or
further loss development for the open 2004 or 2005 accident years.
Standard & Poor's could raise the rating with successful execution
of its capital improvement and underwriting plans.


AMES DEPT: Court Decrees Ames/Parkway Bldg. Not Shopping Center
---------------------------------------------------------------
Wal-Mart Stores, Inc., and Wal-Mart Real Estate Business Trust,
LLC, contend that Colonial Associates, LLP:

    -- fails to show that the property on which the Debtors
       formerly operated Store No. 522 in Pasadena, Maryland,
       constitute a "shopping center" pursuant to the factors set
       forth in In re Joshua Slocum Ltd., 922 F.2d 1081, 1087-88
       (3d Cir. 1990); and

    -- fails to show that the proposed assignment of the Sublease
       to Wal-Mart REBT or its proposed sub-sublease to a retail
       furniture store operator would disrupt the "tenant mix";
       and

    -- presents supplemental objections, which are completely
       improper and irrelevant, and none of them provides a valid
       legal basis for denying the proposed Assignment of Sublease
       to Wal-Mart.

Wal-Mart, hence, ask the U.S. Bankruptcy Court for the Southern
District of New York to overrule the objection filed by Colonial
and Broad Falls, LLC.

John Longmire, Esq., at Willkie Farr & Gallagher LLP, in New
York, notes that there are absolutely no retail or commercial
establishments in the Prime Lease Premises or on the surrounding
outparcels that could comprise a shopping center.

Colonial also does not have the right to select its subtenant's
assignees under the terms of the Prime Lease and the Sublease, or
under Section 365(b)(3)(D) of the Bankruptcy Code, Mr. Longmire
explains.

Colonial turns to several arguments that are clearly outside the
scope of the continuing hearing, Mr. Longmire adds.

                   Debtors Agree with Wal-Mart

"The Debtors adopt Wal-Mart's position," Martin J. Bienenstock,
Esq., at Weil, Gotshal & Manges LLP, in New York, tells the
Court.

The Debtors assert that Colonial filed supplemental pleadings
that raise arguments concerning issues beyond the outstanding
issues.

The Debtors believe that Colonial's attempt to resurrect its
argument that the previously approved "go dark" provision is
unfair, because:

    -- the amended Section 365 of the Bankruptcy Code is
       inapplicable to the Debtors' Chapter 11 cases;

    -- even if the amended Section 365 were applicable, if the
       Court determines that Store No. 522 is not located in a
       "shopping center", any amendment to the Bankruptcy Code is
       irrelevant and cannot form the basis for compelling
       reconsideration of the Designation Rights Order;

    -- neither Colonial Associates nor Parkway objected to the
       inclusion of the "go dark" provision in the Designation
       Rights Agreement or Designation Rights Order; and

    -- the delay in assigning the Lease and triggering the one-
       year go dark period is attributable to Colonial Associates.

According to Mr. Bienenstock, Colonial's argument that the Prime
Lease terminated because the Debtors did not specifically
identify it in their motion extending the time to assume or
reject unexpired leases of nonresidential real property is
without merit because the Debtors sought to extend the time to
assume or reject all their unexpired leases of nonresidential
real property.

                   Prime Lease was Not Rejected

Parkway asks the Court to reject Colonial's argument that the
Prime Lease has been previously rejected by operation of Section
365(d)(4) of the Bankruptcy Code.

Kenneth A. Davis, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, discloses that recognizing the possibility of
unintentionally omitting one or more of the unexpired lease to
which they are parties to, the Debtors sought all encompassing
orders, which extended the time to assume or reject all Unexpired
Leases.

Furthermore, the extension order did not limit its application to
leases named on the schedule but adopted the definition used by
the Debtors' in their Extension Motion.

Mr. Davis asserts that assuming the Extension Order did not apply
to the Prime Lease, the Court authorized the Debtors to assume
the Prime Lease when it entered the Designation Rights Order.

Although Colonial had notice of the Designation Rights Agreement,
it did not oppose on the basis that the Prime Lease had been
rejected.

Mr. Davis notes that the Designation Rights Order is now a final,
non-appealable order, which constitutes the law of the case.

In addition, assuming that the Debtors' failed to extend the
lease decision period, Colonial waived its right to claim, or is
estopped from claiming, at the time that the Prime Lease
previously was rejected.

However, at no time subsequent to the alleged rejection did
Colonial attempt to retake Harbor Center or advise Parkway
Ventures that it considered the Prime Lease terminated.

Mr. Davis says Parkway continued to possess Harbor Center as the
primary tenant and sub-landlord and the Debtors continued to
possess the premises as sub-tenant.

                      Judge Gerber's Decision

Judge Gerber finds that Store No. 522 is not located in a
shopping center and even if it were, the proposed assignment
would not violate Section 365(b)(3)(D) of the Bankruptcy Code.

To clarify that Store No. 522 is not located within a shopping
center, Judge Gerber applied the Joshua Slocum factors to the
facts of the Debtors' case.

According to Judge Gerber:

    (1) the Ames/Parkway Building and adjoining parking lot are
        not subject to a "combination of leases" held by a single
        landlord;

    (2) other than Store No. 522, which has been closed since
        2002, there are no retail operations in the Ames/Parkway
        building, nor are there any retail operations being
        conducted in any of the adjacent parcels owned by Broad
        Falls;

    (3) there is no evidence that the Ames/Parkway Building was
        "purposely developed" as a shopping center.  The Prime
        Lease and the Sublease contain none of the provisions that
        reflect the uniform design plan that typify shopping
        center leases;

    (4) no "master lease" governing the Ames/Parkway Building
        exists;

    (5) there are no "fixed hours" during which Ames and Parkway
        are open;

    (6) there is no evidence of a joint advertising program in
        place with respect to the Ames/Parkway Building or the
        Broad Falls parcels;

    (7) there are no restrictive use provisions or percentage rent
        provisions in either the Prime Lease or the Sublease;

    (8) neither the Prime Lease nor the Sublease provides Ames or
        Parkway a right to terminate based on a termination of any
        other tenant's lease or occupancy;

    (9) there is no tenant mix to disturb because the proposed use
        of the premises as a furniture store could not in any way
        be regarded as a competitor of the single other tenant on
        the site, which is a medical facility; and

   (10) while the Ames Store and Parkway medical center share a
        common wall, there is no internal door or passageway for
        customers to pass between these spaces.

With regards Colonial's proposed adoption of a definition of
"shopping center" promulgated by the International Council of
Shopping Centers, Judge Gerber notes that Colonial cites no cases
in which a court has ever adopted the ICSC shopping center
definition in interpreting Section 365.

Judge Berger instead agrees with Wal-Mart that even if he adopted
the ICSC definition, the Ames/Parkway building would still not
constitute a shopping center because there are no retail or
commercial establishments in that building or in the surrounding
Broad Falls parcels that could compose a shopping center under
the ICSC definition.

Moreover, Judge Gerber notes that if he were to hold that the
Ames/Parkway building is a shopping center, he could not find a
Section 365(b)(3) violation since:

    * Subsection 365(b)(3)(A) was satisfied because Wal-Mart's
      financial condition and operating performance in the
      relevant timeframe was similar to, if not markedly better
      than, the financial condition and operating performance of
      Ames Department Stores;

    * Subsection 365(b)(3)(B) was not an issue, because there is
      no percentage rent obligation in either the Prime Lease or
      the Sublease;

    * Subsection 365(b)(3)(C) was satisfied, because the Prime
      Lease and the Sublease permit the tenant to use the premises
      for any lawful purpose; and

    * Subsection 365(b)(3)(D) was satisfied because the proposed
      assignment to Wal-Mart, and Wal-Mart's subsequent assignment
      to Regency, would not disrupt any tenant mix or balance in
      the Ames/Parkway Building.

Judge Gerber points out that Colonial has shown no legally
cognizable basis for interfering with the assumption and
assignment of the lease.

Moreover, Judge Gerber rejects Colonial's supplemental argument
that the Debtors were required to assume or reject a lease that
had been fully assigned to another party prior to the Ames
bankruptcy, and that by their failure to do so, the lease was
forfeited.

Judge Gerber agrees with the Debtors, and with Parkway, that the
Extension Motion sought to extend the time to assume or reject
all of the Debtors' unexpired leases of nonresidential real
property, and that it was not limited to the leases listed on the
schedule.

The Debtors specifically named and described the Prime Lease in
their Designation Rights Agreement, which was approved by the
Court on Jan. 30, 2006, Judge Gerber says.  Colonial had notice of
the Designation Rights Agreement, but did not then say that that
the Prime Lease had previously been rejected, or make an objection
on that premise, Judge Gerber explains.

The order approving the Designation Rights Agreement is now a
final, non-appealable order and constitutes the law of the case,
Judge Gerber rules.  Colonial may no longer argue otherwise.

Judge Gerber directs Ames and Wal-Mart to settle an order
approving the assumption and assignment of Store No. 522.

Ames Department Stores filed for chapter 11 protection on
Aug. 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
81; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMES DEPARTMENT: Judge Gerber Expands Deloitte's Scope of Work
--------------------------------------------------------------
Ames Department Stores and its debtor-affiliates obtained
permission from Judge Robert E. Gerber of the U.S. Bankruptcy
Court for the Southern District of New York to modify the prior
order authorizing the employment of Deloitte Tax LLP as tax
services provider, nunc pro tunc to Jan. 23, 2006.

Deloitte Tax's modified services include:

    -- reviewing the claim information related to approximately
       $97,000,000 in priority tax claims filed against the
       Debtors in their Chapter 11 cases by various state and
       local jurisdictions; and

    -- determining if the state and local jurisdictions provided
       appropriate support for the tax activity referenced in the
       proofs of claim.

Deloitte Tax will be paid for the Priority Tax Claims Services in
accordance with their applicable hourly rates:

       Partner, Principal, or Director       $450
       Senior Manager                        $350
       Manager                               $300
       Senior Consultant                     $250
       Staff                                 $200

The Debtors will also reimburse Deloitte Tax for all reasonable
out-of-pocket expenses incurred.

According to Judge Gerber, Deloitte Tax's next interim fee
application will include compensation related to Priority Tax
Claim Services which covers the period from Jan. 23, 2006,
through and including the then-current payment period.

All of Deloitte Tax's requests for payment of indemnity will be
made by means of an application, subject to Court review.

Ames Department Stores filed for chapter 11 protection on
Aug. 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
81; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AVITAR INC: Completes Sale of $750,000 of Sec. Convertible Notes
----------------------------------------------------------------
AVITAR, Inc., completed a financing with accredited investors for
the sale of $750,000 of Secured Convertible Notes and 1.5 million
seven-year warrants.  The proceeds will be used for the marketing
and sale of the Company's ORALscreen(R) product, the world's first
non-invasive, rapid, onsite oral fluid test for "drugs-of-abuse,"
as well as for general corporate development.

The Secured Convertible Notes, like the Notes issued pursuant to
the $3-million financing Avitar secured in September 2005, will
mature three years from the date of issuance and bear interest at
8%.  The Notes are secured by the assets of the Company.

The Notes are convertible into shares of common stock of Avitar,
at the option of the investors, at 65% of the average of the three
lowest intraday trading prices of the common stock, as quoted on
the OTC Bulletin Board for the 20 trading days preceding the date
that the investors elect to convert.  The Company has the right to
prepay the Notes under certain circumstances at premiums ranging
from 20% to 35%, depending on the timing of such prepayment.  The
Company is required to file a registration statement with the
Securities and Exchange Commission within 30 days after receipt of
demand from the investors.  The exercise price of the Warrants is
$0.22 per share.

Avitar, Inc. (OTCBB:  AVTI) -- http://www.avitarinc.com/--  
develops, manufactures and markets innovative and proprietary
medical products.  Their field includes the oral fluid diagnostic
market, the disease and clinical testing market, and customized
polyurethane applications used in the wound dressing industry.  
Avitar manufactures ORALscreen(R), the world's first non-invasive,
rapid, onsite oral fluid test for drugs-of-abuse, as well as
HYDRASORB(R), an absorbent topical dressing for moderate to heavy
exudating wounds.  Avitar is also developing diagnostic strategies
for disease and clinical testing in the estimated $25 billion in-
vitro diagnostics market.  Conditions targeted include influenza,
diabetes, and pregnancy.


BERRY-HILL: Negotiating Exclusively with Chrysalis for Ch. 11 Plan
------------------------------------------------------------------
The Honorable Robert E. Gerber gave Berry-Hill Galleries, Inc.,
and Coram Capital, LLC, and Chrysalis Capital Partners, Inc.,
until 11:59 p.m. (EST) on December 31, 2006, to exclusively
negotiate a debtor-in-possession financing and a plan of
reorganization.

The U.S. Bankruptcy Court for the Southern District of New York
also allowed the Debtors to reimburse Chrysalis Capital for out-
of-pocket expenses during the negotiations.  The Debtors will pay
a $200,000 deposit to Chrysalis Capital.

Robert T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP,
in Manhattan told the Court the Debtors have expended significant
efforts over the past several months exploring various ways to:

   (1) generate funds to satisfy certain paydown obligations owed
       to ACG Credit Company, LLC, pursuant to the Court's
       stipulated cash collateral order; and

   (2) formulate a plan for emergence from chapter 11.

Berry-Hill owes ACG around $17.4 million and, pursuant to the Cash
Collateral Order, has until August 3, 2006, to pay down around
$4.4 million of this amount.  Absent funds to make this payment,
ACG may assert that it is entitled to exercise its remedies under
the Cash Collateral Order, including but not limited to seeking to
lift the automatic stay in an effort to foreclose on Berry-Hill's
assets (appraised at over $60 million).  Such a result would cause
considerable harm to Berry-Hill's estate and unsecured creditors,
Mr. Schmidt pointed out.

The Debtors have explored various ways to expeditiously reorganize
and emerge from chapter 11, including bulk art sales, sale of some
or all of Berry-Hill's real property, and third party financing.
During this period, the Debtors have analyzed numerous third party
financing proposals and conducted extensive negotiations with
various potential financing sources.  As a result of this process,
the Debtors have identified a proposal that, subject to completion
of due diligence and satisfactory documentation, contemplates the
provision of debtor-in-possession financing, followed by
sponsorship of a confirmable plan of reorganization.

The Debtors have entered into a letter agreement, dated as of
June 26, 2006, with Chrysalis Capital, a private equity firm with
assets under management of approximately $300 million.  Pursuant
to the Transaction Letter, the Debtors have agreed to:

   (a) reimburse Chrysalis for all reasonable and documented out-
       of-pocket expenses;

   (b) pay Chrysalis a $200,000 refundable expense deposit; and

   (c) provide Chrysalis with exclusivity for a certain period in
       connection with negotiating and entering into any debtor in
       possession financing, plan, or exit financing arrangements,
       or purchase of the Real Estate or substantially all of the
       assets of the Debtors.

The exclusive period will terminate immediately if Chrysalis fails
to deliver by July 15, 2006, a commitment to close the financing
by August 1, 2006.  The exclusive period will also terminate if by
September 1, 2006, Chrysalis does not deliver a commitment to
close a sponsored plan.

Headquartered in New York, New York, Berry-Hill Galleries, Inc.
-- http://www.berry-hill.com/-- buys paintings and sculpture
through outright purchase or on a commission basis and also
exhibits artworks.  The Debtor and its affiliate, Coram Capital
LLC, filed for chapter 11 protection on Dec. 8, 2005 (Bankr.
S.D.N.Y. Case Nos. 05-60169 & 05-60170).  Robert T. Schmidt, Esq.,
at Kramer, Levin, Naftalis & Frankel, LLP, represents the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between
$10 million and $100 million and debts between $1 million and
$50 million.


BROOK MAYS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Brook Mays Music Company
        dba Brook Mays Music
        dba Zeswitz Music
        dba Caldwell Music
        dba H&H Music
        dba Larson Music
        dba McMurray Music
        dba McFadyen Music
        dba Pearson Music
        dba Duncan Music
        dba Dunham's Music
        3940 Pipestone Road
        Dallas, Texas 75212

Bankruptcy Case No.: 06-32816

Type of Business: The Debtor is one of the largest full-line
                  musical instrument retailer in the U.S.  It also
                  offers a broad range of educational services,
                  complete instrument repair and overhaul
                  facilities, and owns the nation's most extensive
                  rental program of musical instruments.  The
                  Debtor consists of a family of 63 retail
                  locations operating in 8 states under 10
                  different brand names that are synonymous with
                  quality musical instruments.
                  See http://www.brookmays.com/

Chapter 11 Petition Date: July 11, 2006

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Marcus Alan Helt, Esq.
                  Michael S. Haynes, Esq.
                  Gardere Wynne Sewell LLP
                  1601 Elm Street, Suite 3000
                  Dallas, Texas 75201
                  Tel: (214) 999-4526
                  Fax: (214) 999-3526

Debtor's Financial
        Advisors: The Recovery Group, Inc.

Debtor's Restructuring
        Advisors: Houlihan Lokey Howard and Zukin Capital, Inc.
                  200 Crescent Court, Suite 1900
                  Dallas, Texas 75201-7843
                  Tel: (214) 220-8470
                  Fax: (214) 220-3808

Debtor's Notice, Claims and
Balloting Agent: Kurtzman Carson Consultants LLC
                  1180 Avenue of the Americas, Suite 1140
                  New York City 10036
                  Tel: (866) 381-9100
                  Fax: (310) 823-9133

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Yamaha Corp. of America            Trade Debt          $6,471,111
P.O. Box 73035
Chicago, IL 60673-7035

Conn-Selmer, Inc.                  Trade Debt          $4,990,751
P.O. Box 66980
Indianapolis , IN 46266-6980

Kawai America Corp.                Trade Debt          $1,587,690
File No. 22164
Los Angeles, CA 90074-2164

Pearl River Piano Group            Trade Debt          $1,376,059
2260 South Haven Avenue, Suite F
Ontario, CA 91761

Roland Corp. US                    Trade Debt          $1,177,582
P.O. Box 512959
Los Angeles, CA 90051-0959

Hoshino USA, Inc.                  Trade Debt          $1,093,347
1726 Winchester Road
P.O. Box 886
Bensalem, PA 19020-0886

Fender                             Trade Debt            $958,826
P.O. Box 52567
Phoenix, AZ 85072-2567

Buffet Crampon USA, Inc.           Trade Debt            $934,385
10949 Pendleton Street
Sun Valley, CA 91352

Kaman                              Trade Debt            $616,876
P.O. Box 507
Bloomfield, CT 06002-0507

Pearl International, Inc.          Trade Debt            $525,741
P.O. Box 415000
Nashville, TN 37241-5000

Samick Music Corp.                 Trade Debt            $425,257
c/o Textron Financial Corp.
P.O. Box 9354
Minneapolis, MN 55440

Jupiter Band Instruments           Trade Debt            $420,940
P.O. Box 90249
Austin, TX 78709-0249

Peavey Electronics Corp.           Trade Debt            $397,754
5022 Hartley Peavey Drive
Meridian, MS 39305

Caldwell Products Inc.             Trade Debt            $376,119
c/o Ruby Caldwell Kinard
6525 Lincolnshire Way
Abilene, TX 79606

Advo, Inc.                         Trade Debt            $371,423
P.O. Box 41224
Los Angeles, CA 90074

Korg USA, Inc.                     Trade Debt            $346,149
P.O. Box 9675
Uniondale, NY 11555

Kurland Salzman Music Co.          Trade Debt            $328,827
858 Broadmoor Drive
El Paso, TX 79912

Carl B. Bolin                      Note                  $277,738
2314 Mockingbird Lane
Garland, TX 75042

Ross Mallet Instruments            Trade Debt            $214,701
P.O. Box 90249
Austin, TX 78709-0249

Eastman Strings, Inc.              Trade Debt            $209,913
22525 Gateway Center Drive
Clarksburg, MD 20871


BUFFALO COAL: Committee Wants Case Consolidated with United Energy
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffalo Coal
Company, Inc., asks the U.S. Bankruptcy Court for the Northern
District of West Virginia to substantively consolidate the estates
of Buffalo Coal and United Energy Coal, Inc., pursuant to Section
105(a) of the Bankruptcy Code and Bankruptcy Rule 1015.

The Committee wants the two cases to be consolidated under Buffalo
Coal's.

The Committee tells the Court that Buffalo Coal is owned by C&G
Energy Group, which in turn is owned by Gerald Ramsburg and
Charles Howdershelt.  Messrs. Ramsburg and Howdershelt are the
sole officers and directors of Buffalo Coal and C&G Energy.  The
Committee further says that Messrs. Ramsburg and Howdershelt, in
their individual capacities, own United Energy.  They are also the
sole officers and directors of United Energy.

The Committee contends that while Buffalo Coal and United Energy
are technically different companies, they are operated as one
company with two divisions.

The Committee says that Buffalo Coal and United Energy relied on
the coal reserves of each other to adequately service their
respective customers.  While the two companies kept records of
intercompany transfers and related intercompany debts, given the
common ownership, reconciliation and repayment was not necessarily
adhered to nor were the debts memorialized by contracts,
promissory notes or other formal writings evidencing the debt.

In addition, the Committee relates, the two companies share assets
like equipment without entering into intercompany lease agreements
and has common employees.

The Committee says that the bankruptcies of the two companies have
common features citing that they have the same bankruptcy counsel
and most of the entities in their list of twenty largest unsecured
creditors were the same.

The Committee says that the successful reorganization of the cases
requires a buyer or new operator willing to purchase or operate
the remaining coal permits owned by the two debtors.  The
Committee discloses that along with the two debtors, it is their
intention to package these assets together for sale.  The
Committee concludes that this goal could be accomplished in an
easier and more cost efficient way in one bankruptcy case.

                      About United Energy

Headquartered in Oakland, Maryland, United Energy Coal, Inc.,
filed for chapter 11 protection on May 31, 2006 (Bankr. N.D. W.Va.
Case No. 06-00453).  David A. Hoyer, Esq., at Hoyer, Hoyer &
Smith, PLLC, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed total assets of
$103,575,293 and total debts of total debts of $94,016,306.

                       About Buffalo Coal

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


CANWEST MEDIAWORKS: DBRS Places Low-B Rating on Senior Sub. Notes
-----------------------------------------------------------------
Dominion Bond Rating Service placed the ratings of CanWest
MediaWorks Inc. under review with negative implications due to
weakness in more of the Company's operating segments, which may
lead to a breach in the Company's financial covenants under its
senior secured bank facilities in the upcoming quarter and year-
end.

   * Issuer Rating Under Review - Negative BB
   * Senior Subordinated Notes Under Review - Negative B (high)

CanWest's Canadian television operations have been under pressure
from weak viewership for some time; however, relatively strong
international operations in Australia, together with debt
repayments, were sufficient to hold the rating at BB.

Recently, CanWest's EBITDA has come under pressure due to a
combination of factors, including weakness in the Australian
advertising market, strengthening of the Canadian dollar and
continued ratings weakness in the Canadian television market.

Weakness in more then one main operating segment will impact the
Company's ability to reduce debt in the near term. Moreover, this
has put pressure on the Company's bank covenants, which could lead
to a default for their next reporting period, based on August 31,
2006 financials.

DBRS believes CanWest should be able to obtain an amendment or
waiver.  However, DBRS notes that CanWest is expected to use
proceeds from the sale of its Irish television assets to reduce
debt in the range of $200 million.  This should alleviate some of
the short-term pressure on the financial covenants.


CATHOLIC CHURCH: Portland Wants Litigation & Insurance Experts
--------------------------------------------------------------
The Archdiocese of Portland in Oregon is currently pursuing three
adversary proceedings regarding insurance coverage:

   (1) Case No. 04-3326, against:

       * Certain Underwriters at Lloyd's London, subscribing
         severally and not jointly as their interests appear to
         Policy Nos. MO 10345, SL 3075, SL 3391, SL 3831, and ISL
         3232;

       * Excess Ins. Co., Ltd.;

       * Terra Nova Ins. Co.;

       * Tenecom, Ltd., formerly known as Yasuda Fire & marine
         Ins. Co (UK) Ltd.; and

       * Sphere Drake Ins. Co. PLC.

   (2) Case No. 04-3373, against:

       * ACE USA, Inc.;

       * Centennial Insurance Company;

       * Fireman's Fund Insurance Company;

       * General Insurance Company of America, a member company
         of Safeco Insurance Company of America;

       * Interstate Fire & Casualty Company;

       * Interstate Insurance Group;

       * National Union Fire Insurance Company of Pittsburgh, a
         member company of American International Group, Inc.;

       * OneBeacon America Insurance Company;

       * St. Paul Fire and Marine Insurance; and

       * certain John Doe insurance companies; and

   (3) Case No. 04-3375, against Oregon Insurance Guaranty
       Association.

The Archdiocese needs to employ experts to assist:

   * Schwabe Williamson & Wyatt, P.C., its claims attorney, in
     the defense and in the resolution of tort claims, which have
     been, or will be, authorized to proceed to trial in either
     state or federal district court; and

   * Miller Nash LLP, its insurance attorney, in pursuing claims
     asserted in the insurance adversary proceedings.

Susan S. Ford, Esq., at Sussman Shank LLP, in Portland, Oregon,
notes that the experts are not professionals under Section 327(a)
of the Bankruptcy Code.  Accordingly, the Archdiocese does not
believe that employment of experts requires Court approval.

However, out of an abundance of caution, the Archdiocese seeks
permission from the U.S. Bankruptcy Court for the District Court
of Oregon to employ experts for claims and insurance litigation.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Settlement Mediation Continued in August
-----------------------------------------------------------------
Parties-in-interest in the Diocese of Spokane's Chapter 11 case
gathered in Reno, Nevada, for the Court-mandated mediation before
retired Bankruptcy Court Judge Zive on July 7, 2006.

The full week of August 21 has been set aside for mediation with
Judge Zive in Spokane, according to Bishop William S. Skylstad.

The mediation, The Spokesman-Review says, aims to resolve the
Diocese's many issues including the property of the estate dispute
and how much money is to be paid to tort claimants.

Participants in the mediation process are:

   (1) the Tort Litigants Committee, representing the 75 victims
       to whom the Diocese has previously offered $45,750,000;

   (2) the Tort Claimants Committee, representing 60 or 70
       individuals;

   (3) the Future Claims' Representative;

   (4) the Association of Parishes; and

   (5) the Spokane Diocese.

The Bishop says the Diocese has pooled almost $20,000,000 from its
liability insurers to be used to indemnify the tort claimants.  
The amount does not include $8,000,000 in diocesan assets, and an
expected funding from Catholic organizations totaling $7,000,000.

Before the mediation started, the Diocese entered into settlement
agreements with the CNA insurance companies and Washington
Insurance Guaranty Association totaling $4,500,000, reports John
Stucke at Spokesman-Review.  The CNA insurers will pay the
Diocese $3,500,000, while WIGA agreed to pay $1,000,000.

The CNA insurers are:

   (1) American Casualty of Reading, Pennsylvania;
   (2) Continental Casualty Company;
   (3) Continental Insurance Company;
   (4) Pacific Insurance Company; and
   (5) The Glen Falls Insurance Company.

                   Bishop Skylstad's Statement

The Catholic Diocese of Spokane has been in Chapter 11 bankruptcy
protection proceedings for the past 18 months.  I last wrote on
this topic several months ago.  I believe it is important to share
with you the latest information on the progress of this litigation
and there has been considerable progress.

First, however, let me repeat that our primary concern in this
whole matter is to address the situation of the victims and how to
achieve justice for them.  They have been hurt.  Trust has been
broken.  Healing and reconciliation are crucial considerations.  
As we travel this very expensive journey, I hope no one in our
diocese will blame the victims.  The fact is, that attitude only
makes the situation worse, and in a very real sense, further
victimizes these very wounded people.

Secondly, the mission of the Catholic Diocese in Eastern
Washington also is precious and valuable to us -- indeed, that
mission is a matter of good and responsible stewardship.

Third, to the very best of our ability, we must make sure that
sexual abuse will never occur again.  Already in place are codes
of conduct, safe environment training, and protocols for handling
abuse when it occurs.  This is no small matter.  As we make
certain that ministry occurs in within the context of a safe
environment, the demands on ministers and volunteers are
considerable.

As I said, there have been several important areas of progress.

First, we have settlements with five of our six insurance
carriers.  Those settlements now total about $19.5 million.  A
final settlement with a smaller carrier will, in all likelihood,
boost that total to over $20 million.  Along with the insurance
settlement money, we have about $8 million in diocesan assets,
including the Chancery Building, where the Catholic Pastoral
Center is located; the bishop's house; and some farm property.

Several of our Catholic organizations will participate in funding
the bankruptcy in order to participate in the outcomes of the
bankruptcy through channeling orders - a bar to claims in the
matter and release of liability by all litigants. That funding
will come to about $7 million.

Our diocesan resources will be exhausted.  If any additional
monies are needed for the final settlement, I will have to ask for
the financial support of the parishioners.  At this point in time,
that amount is unknown, although there is certainly a limit to
what parishes can contribute to a feasible final plan.

The second area of progress has been the decision of Judge
Quackenbush on June 15 regarding the question of the ownership of
parish properties.  As I have insisted all along, I do not own the
parishes, but rather, I hold them in trust.  One clear example of
how that concept unfolds was the closing and sale of St. Benedict
Parish in Coulee Dam several years ago.  The money from the sale
of the parish property was transferred over to St. Henry Parish,
across the Columbia River in Grand Coulee.  Those funds helped pay
for a much-needed parish social hall there.  The assets followed
the parishioners.  Judge Quackenbush's ruling was not only helpful
to us, but also sends a good message to the whole country as to
how we look at parish property in the Catholic Church.

The third very significant area of development is the mandated
mediation among all of the parties involved in the Chapter 11
process.  A single day of mediation with retired Federal
Bankruptcy Court Judge Zive of Reno will be held in that city on
July 7, and possibly the next day as well.  The full week of
Aug. 21 has been set aside for mediation with Judge Zive in
Spokane.

There are five parties in this mediation process.  There is the
Tort Litigants Committee, representing the 75 victims to whom my
offer was made on Feb. 5); the Tort Claimants Committee, which as
yet represents an unknown number, but probably in the range of 60
or 70 individuals; the Future Claims' Representative, for any
victims who only in the future come the realization of damage
because of sexual abuse; the Association of Parishes, representing
interests of the parishes, and finally, the Catholic Diocese.

The process of mediation will be very complex.  Both Judge
Williams and Judge Quackenbush have pushed very hard for mediation
that will happen quickly and, I hope, will bring this whole affair
to conclusion, with a consensual plan that will lead us out of
bankruptcy into a more stable financial future.  It is very clear
that when all is completed, we will have much more limited assets
with which to support ministry in the Church.  But our mission
will continue, and I strongly believe we will be better and
stronger as a community of faith.  Planning for that future is
already taking place.  At our Diocesan Pastoral Council meeting
this past week, we discussed our diocese's future and how we will
continue to address our important mission of being Church, of
proclaiming the Gospel.

Finally, I know emotions run high in this complex situation in
which we find ourselves.  In decisions that are made about complex
matters, I hope that we will stay away from any kind of gloating
when we hear a decision with which we agree.  I have constantly
called all of us to take the high road in relationships and in
conversation that is respectful and humble.  I know Jesus expects
no less of us.

Please pray for a successful and quick resolution of this sad yet
important chapter in the history of our diocese.  I must tell you
that in a certain way, I feel a sense of freedom and gratitude
that victims have come forward.  They have been hurt.  We need to
acknowledge that and to the best of our ability make it right.  
Each day I pray for those abused, for the abusers, and for all us
as we progress to the fullness of God's kingdom.

Blessings and peace to all.

                     About Diocese of Spokane

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


CDC MORTGAGE: S&P Lowers Class B-2 Debt's Rating to CCC from B
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on class
M-1 from CDC Mortgage Capital Trust series 2001-HE1 to 'AAA'
from 'AA+'.  At the same time, the ratings on class B-1 from
series 2002-HE2 and 2002-HE3 are lowered and placed on
CreditWatch with negative implications.

Additionally, the rating on class B-2 from series 2002-HE2 is
lowered to 'CCC' from 'B', while the ratings on class B-2 from
series 2002-HE3 and 2003-HE1 are lowered and remain on CreditWatch
with negative implications.

Also, ratings on class M-2 from series 2002-HE2 and class B-1 from
series 2003-HE1 are placed on CreditWatch with negative
implications.  Finally, the rating on class B series 2001-HE1
remains on CreditWatch with negative implications, while all other
ratings from these four series are affirmed.

The upgrade reflects improved current and projected credit support
percentages in the form of subordination, overcollateralization,
and excess spread.  Projected credit support percentage for the
upgraded class is 4.72x the loss coverage level associated with
the adjusted rating.  

The lowered ratings reflect actual and projected credit support
percentages that are insufficient to maintain the previous
ratings.  Excess interest has been insufficient to cover realized
losses.  Overcollateralization levels are below their targets
because overcollateralization is being used to cover losses.

The affirmed ratings reflect loss coverage percentages that meet
or exceed the levels necessary to maintain the current ratings.
These transactions benefit from credit enhancement provided by
subordination, excess spread, and overcollateralization.

The ratings on the downgraded classes that are placed on or remain
on CreditWatch with negative implications reflect Standard &
Poor's expectations that additional losses will result from high
delinquencies.

As of the June 2006 distribution date, total delinquencies for
series 2002-HE2, 2002-HE3, and 2003-HE1 were 35.0%, 38.84%, and
27.50%, respectively, with 21.69%, 18.82%, and 15.62% categorized
as seriously delinquent (90-plus days, foreclosure, and REO).

Standard & Poor's will continue to closely monitor the performance
of these transactions.  If the delinquent loans translate into
realized losses, additional downgrades will be taken, depending on
the size of the losses and the remaining credit support.

In contrast, if the delinquent loans decrease without significant
additional losses, the current ratings will be affirmed and
removed from CreditWatch.

The collateral for all of the transactions consists of pools of
fixed- and adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.  

Rating Raised:
   
                   CDC Mortgage Capital Trust

                  Series    Class    To    From
                  ------    -----    --    ----
                 2001-HE1    M-1     AAA    AA+

Ratings Lowered and Placed on Creditwatch Negative:
   
                   CDC Mortgage Capital Trust

             Series     Class        To         From
             ------     -----        --         ----
            2002-HE2     B-1    B/Watch Neg.    BBB
            2002-HE3     B-1    BB/Watch Neg.   BBB

Ratings Lowered and Remaining on Creditwatch Negative:
   
                   CDC Mortgage Capital Trust

          Series     Class         To              From
          ------     -----         --              ----
         2002-HE3     B-2     B/Watch Neg.     BB/Watch Neg.
         2003-HE1     B-2    BB-/Watch Neg.   BBB-/Watch Neg.

Rating Lowered:
   
                   CDC Mortgage Capital Trust

                Series     Class    To        From
                ------     -----    --        ----
               2002-HE2     B-2     CCC   B/Watch Neg.

Ratings Placed on Creditwatch Negative:
   
                   CDC Mortgage Capital Trust

             Series    Class         To         From
             ------    -----         --         ----
            2002-HE2    M-2     A/Watch Neg.    A
            2003-HE1    B-1    BBB/Watch Neg.   BBB

Rating Remaining on Creditwatch Negative:
   
                   CDC Mortgage Capital Trust

            Series    Class        To             From
            ------    -----        --             ----
           2001-HE1     B     B/Watch Neg.    B/Watch Neg.

Ratings Affirmed:
   
                   CDC Mortgage Capital Trust

                   Series      Class     Rating
                   ------      -----     ------
                  2001-HE1      M-2       A
                  2002-HE2      M-1       AA
                  2002-HE3      M-1       AA+
                  2002-HE3      M-2       A
                  2003-HE1      M-1       AA+
                  2003-HE1      M-2       A
                  2003-HE1      M-3       A-


CG MULTIFAMILY: Wants to Retain Four Law Firms as Special Counsel
-----------------------------------------------------------------
CG Multifamily-New Orleans, L.P. asks the U.S. Bankruptcy Court
for the Eastern District of Louisiana for permission to retain:

   1) Haynes and Boone, LLP;
   2) Winstead Sechrest & Minick P.C.;
   3) Weil, Gotshal & Manges, LLP; and
   4) Sher, Garner, Cahill, Richter, Klein & Hilbert, LLC.

The Firms will serve as special counsel for the Debtors, nunc pro
tunc to June 12, 2006.

                  The Saulet Apartments Litigation

The Debtor tells the Court that it owns the 13-acre Saulet
Apartments in New Orleans.  In 2004, the Debtor discloses that it
discovered extensive water intrusion problems at the Saulet.
Rimkus Consulting Group, Inc., determined that the water intrusion
had caused serious damage to the Saulet buildings and advised the
Debtor to remove and replace the entire exterior of the buildings,
so that the structural damages could be fully assessed and
repaired.  The estimated hard cost of the repair work was
approximately $18.6 million.

The Debtor says that as an interim measure, the Debtor immediately
undertook emergency work for safety concerns and future damage
prevention.  The Debtor spent approximately $500,000 from Saulet's
cash flow, allowing the Debtor to continue operating the Saulet
property.

On November 2004, the Debtor initiated litigation from those it
deemed were responsible for the water intrusion and resulting
damage.  The Debtor sued the architect, the general contractor and
four subcontractors in Dallas County, Texas, in order to recover
repair costs brought about by the water infiltration.  On June 2,
2006, the Debtor's secured lender, Fannie Mae, filed a Plea of
Intervention in the Defect Litigation to assert a security
interest in the proceeds of the Defect Litigation.  The Debtor
tells the Court that Winstead Sechrest represented it in all
aspects of the Defect Litigation.

In addition, the Debtor says that it also asserted a claim under
its own property insurance policies to recover the cost of
repairing damage caused by the water intrusion.  The Pre-Hurricane
Insurance Claim, in which Fannie Mae also claims a security
interest, is currently under negotiation.  The Debtor says that
they are represented by Haynes and Boone in all aspects of the
Pre-Hurricane Insurance Claim as insurance coverage counsel.

The Debtor discloses that formal mediation is currently scheduled
in Dallas, Texas on July 19, 2006, and hopes to resolve the Pre-
Hurricane Insurance Claim.  The Debtor says that once the Court
gives its nod on Haynes and Boone's employment, the firm will
prepare for and attend the mediation.

                    Hurricane Katrina Damages

The Debtor tells the Court that following Hurricane Katrina, the
forced evacuation of New Orleans halted all cash flow at the
Saulet.  The Debtor relates that after regaining access to the
property in September 2005, it discovered that the hurricane had
caused additional damage to the property and estimated that
repairs could cost around $4,000,000.

The Debtor says that it asserted another insurance claim with
respect to the Hurricane Katrina damages.  Haynes and Boone also
represented the Debtor in all aspects of the Katrina Insurance
Claim.  Upon approval by the Court of its employment, the Debtor
says that Haynes and Boone is prepared to:

   a) assist in the submission of additional requests for
      advanced insurance payments, including an advancement for
      $1,800,000, which is uncontested by the insurer; and

   b) assist in the negotiation, preparation and submission of a
      final proof of loss.

The Debtor further says that the hurricane also caused the
property to experience mold problems that required remediation.  
Thus, it asserted a separate insurance claim under a separate
environmental insurance policy to obtain the necessary funds to
undertake the remediation.  The Debtor says that Haynes and Boone
assisted in negotiations with the Debtor's environmental insurance
carrier while Weil Gotshal has represented it in all other aspects
of the Mold Insurance Claim.

The Debtor discloses that the insurer has agreed to provide the
funds necessary to undertake the remediation and the Debtor also
obtained a quote from a remediation contractor to repair the mold
damages.

Upon the Court's approval of Haynes and Boone and Weil Gotshal's
employment, the firms will undertake the additional work necessary
to complete the remediation and obtain the necessary funds from
the environmental insurer.

                             Financing

Finally, the Debtor says that the property is financed through the
tax free bonds issued by the Industrial Development Board of the
City of New Orleans, Louisiana, Inc., a public corporation and
instrumentality of the City of New Orleans.  With regard to the
financing, the Debtor says it is represented by Sher Garner.  In
addition, the firm has represented the Debtor in connection with
tenant eviction suits, several of which are pending.

                    The Firms' Professionals

A. Haynes and Boone, LLP

Ernest Martin, Jr., Esq., a partner at Haynes and Boone, tells the
Court that the Firm's professionals bill:

      Professional                 Hourly Rate
      ------------                 -----------
      Ernest Martin, Jr., Esq.         $495
      Micah Skidmore, Esq.             $245

Mr. Martin assures the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Martin can be reached at:

      Ernest Martin, Jr., Esq.
      Haynes and Boone, LLP
      901 Main Street, Suite 3100
      Dallas, Texas 75202-3789
      Tel: (214) 651-5000
      Fax: (214) 651-5940
      http://www.haynesboone.com

B. Winstead Sechrest & Minick P.C.

John M. Nolan, Esq., a shareholder at Winstead Sechrest, tells the
Court that the Firm's professionals bill:

      Professional               Hourly Rate
      ------------               -----------
      John M. Nolan, Esq.           $370
      Michelle Rieger, Esq.         $350
      Dale Butler, Esq.             $315
      Scott Hillman, Esq.           $300
      Kristen Sherwin, Esq.         $220
      Becky Horne                   $115

Mr. Nolan assures the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Nolan can be reached at:

      John M. Nolan, Esq.
      Winstead Sechrest & Minick P.C.
      5400 Renaissance Tower, 1201 Elm Street
      Dallas, Texas 75270-2199
      Tel: (214) 745-5400
      Fax: (214) 745-5390
      http://www.winstead.com/

C. Weil, Gotshal & Manges, LLP

Annemargaret Connolly, Esq., a partner at Weil Gotshal, tells the
Court that the Firm's professionals bill:

      Professional                  Hourly Rate
      ------------                  -----------
      Annemargaret Connolly, Esq.      $660
      Connie Ericson, Esq.             $505

Ms. Connolly assures the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Ms. Connolly can be reached at:

      Annemargaret Connolly, Esq.
      Weil, Gotshal & Manges LLP
      Washington, D.C.

D. Sher, Garner, Cahill, Richter, Klein & Hilbert, LLC

Richard P. Richter, Esq., a partner at Sher Garner, tells the
Court that the Firm's professionals bill:

      Professional                   Hourly Rate
      ------------                   -----------
      James Garner, Esq.                $295
      Darnell Bludworth, Esq.           $295
      Elwood F. Cahill, Esq.            $295
      Richard P. Richter, Esq.          $295
      Steven I. Klein, Esq.             $295
      Neal J. Kling, Esq.               $235
      Alvin C. Miester, III, Esq.       $235
      Thomas J. Madigan, Esq.           $175
      Kevin M. McGlone, Esq.            $175
      Ellen Dunbar, Esq.                $175

Mr. Richter assures the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Richter can be reached at:

      Richard P. Richter, Esq.
      Sher Garner Cahill Richter Klein & Hilbert, L.L.C.
      909 Poydras Street, Suite 2800
      New Orleans, Louisiana 70112-1033
      Tel: (504) 299-2100
      Fax: (504) 299-2300
      http://www.shergarner.com

                      About CG Multifamily

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.


CHUM LTD: Bell Globemedia Offers $1.5 Billion in Merger Proposal
----------------------------------------------------------------
Bell Globemedia Inc. is offering to buy CHUM Ltd. for
CDN$1.7 billion ($1.5 billion), Reuters Canada reports.  Bell
Globemedia will offer CDN$52.50 for each CHUM common share and
CDN$47.25 for each class B non-voting share.  

The offer places a 50% premium over the trading price of shares
before the offer was announced.  Before the disclosure, CHUM was
valued at $904.3 million.  Non-voting shares traded around $31
each and voting shares at $35.

CHUM can accept a higher and better offer if Bell Globemedia would
not match the contending offer three days after.  If another
company gets to buy out CHUM, CHUM will have to pay Bell
Globemedia a $41 million break fee.

The news came on the heels of CHUM's disclosure to lay off jobs in
response to decreased income in the past year.  Several positions
at different television stations will be scrapped.  Of these, 191
are full-time positions and 90 are part-time.

                      About Bell Globemedia

Bell Globemedia Inc. is 68.5% cent owned by BCE, parent company of
Bell Canada.  Woodbridge, a private holding company held by the
Thomson family owns the rest of Bell Globemedia.  BCE will sell
8.5% to Woodbridge, which would raise Thomson's stake to 40%.  
BCE also wants to sell 20% of Bell Globemedia's shares to Torstar
Corp. and 20% to the Ontario Teachers' Pension Plan.  The
transactions, which are still awaiting regulatory approval, would
leave BCE with 20% ownership of Bell Globemedia.

                           About CHUM

CHUM Ltd. owns 33 radio stations and 12 local television stations
in Toronto, Vancouver, Calgary, Edmonton and Winnipeg.  It also
has 21 specialty TV channels including MuchMusic, Space and Bravo,
and runs the Muzak background-music operation in Canada.

As reported in the Troubled Company Reporter on June 16, 2006,
Dominion Bond Rating Service confirmed the rating of CHUM Limited
at BB (high).  The trend is Stable.


CITGO PETROLEUM: Realigns to Strengthen East/Gulf Coast Presence
----------------------------------------------------------------
CITGO Petroleum Corporation is realigning its national retail
gasoline network footprint.  This action will result in a stronger
company presence in the East and Gulf Coast regions, and a
transitioning from parts of the Midwest, Kentucky, Oklahoma and
northern Texas by the end of March 2007.

"We are taking this action to best position the company for a
strong future." said Felix Rodriguez, CITGO president and CEO.
"CITGO's current branded sales exceed our in-house production
capabilities, straining our resources and potentially compromising
our ability to provide optimum service to our customers.  We will
be focusing on strengthening our presence in marketing areas in
the Northeast, South, mid-Atlantic and portions of the Midwest
that are served by our refineries in Lake Charles, La., Corpus
Christi, Texas, and Lemont, Ill., while reducing the current
number of branded locations in markets in which we are less
efficient."

In order to offset the roughly 130,000 barrel-per-day shortfall
required to meet customer obligations, CITGO purchases gasoline
from other refining companies on the open market, a move that
places the company at a competitive disadvantage.

At the end of this realignment, the number of CITGO branded
locations will be reduced by approximately 14%  with little impact
on the more than 10 million customers who visit the Company's
locations each day.

CITGO markets gasoline via agreements with independent marketers
and does not own or operate any of its locations, including those
in the affected areas.  CITGO will work with each marketer to
ensure a smooth transition for their operations and customers.

"Our commitment to the markets where we are staying is as strong
as ever.  This strategy allows CITGO to better serve its customer
base by focusing on reliable supply, competitive pricing and
exceptional customer service," Mr. Rodriguez noted.

Headquartered in Houston, Texas, CITGO Petroleum Corporation --
http://www.citgo.com/-- is owned by PDV America, an indirect,  
wholly owned subsidiary of Petroleos de Venezuela S.A., the state-
owned oil company of Venezuela.

PDVSA is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical and coal industry, as
well as planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.

                           *     *     *

As reported at the Troubled Company Reporter on Feb. 16, 2006,
Standard and Poor's Ratings Services assigned a 'BB' rating on
CITGO Petroleum Corp.


CITGO PETROLEUM: Paying $280 Million Dividend to PDVSA
------------------------------------------------------
CITGO Petroleum Corporation's Board of Directors has declared a
$280 million dividend payable to its parent, Petroleos de
Venezuela, S.A., bringing the total dividend amount for 2006 to
$400 million.

"The payment of this dividend reflects the company's strong
performance and the continued alignment of CITGO and PDVSA," said
Alejandro Granado, chairman of CITGO's board of directors.  "CITGO
is positioned for another excellent year, due to the focus on its
core, strategic business."

Headquartered in Houston, Texas, CITGO Petroleum Corporation --
http://www.citgo.com/-- is owned by PDV America, an indirect,  
wholly owned subsidiary of Petroleos de Venezuela S.A., the state-
owned oil company of Venezuela.

PDVSA is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical and coal industry, as
well as planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.

                           *     *     *

As reported at the Troubled Company Reporter on Feb. 16, 2006,
Standard and Poor's Ratings Services assigned a 'BB' rating on
CITGO Petroleum Corp.


COLLINS & AIKMAN: Resolves Lien Dispute with D&F Corporation
------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Eastern District of Michigan, Collins & Aikman Corporation, its
debtor-affiliates and D&F Corporation agree that:

   a. The Debtors will make monthly adequate protection payments
      to D&F for $4,500 on account of the tooling fixtures in the
      Debtors' possession;

   b. Each adequate protection payment will be made no later than
      the 15th day of each month, and will be applied to and
      reduce the principal amount of the Debtors' alleged
      indebtedness.  The adequate protection payments will be
      made retroactive to April 2006;

   c. The Debtors will maintain insurance on the Fixtures in an
      amount reasonably sufficient and no disbursement of any
      insurance proceeds will occur without Court order;

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

      (1) The Fixtures are no longer in the Debtors' use and
          possession;

      (2) Confirmation of a plan of reorganization for the
          Debtors; or

      (3) Filing and services of a Termination Notice.

The Agreement may be terminated by either party at any time after
August 1, 2006, on 30 days prior written notice.

D&F asserted that the Debtors owe it $175,999 for the Fixtures.

Pursuant to the requirements of the Moldbuilder's Lien Act, D&F
permanently recorded its name, street address, city, and state as
required by MCL Section 445.619(1) on the Fixtures.  D&F told
tells the Court that it has properly perfected first-priority
liens on the fixtures pursuant to MCL 445.619.

D&F said it has not received payment for any of the Fixtures nor
have the Debtors offered any adequate protection of D&F's interest
in the Fixtures.  D&F asked the Court to lift the automatic stay
to permit the foreclosure of the moldbuilders lien.  In the
alternative, D&F asked the Court to compel the Debtors to provide
adequate protection to its interests.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit         
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DANA CORP: Wants Court to Set Sept. 21 as Claims Filing Deadline
----------------------------------------------------------------
Dana Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to establish Sept. 21, 2006,
as the last day for all creditors, including governmental units,
to file prepetition claims.

The Debtors propose that they actually will serve the notice of
the Bar Dates and the proof of claim form no later than Aug. 7,
2006.

                    Amended Schedule Bar Date

If the Debtors amend or supplement their Schedules of Assets and
Liabilities after the Service Date, the Debtors propose that they
will give notice of any amendment or supplement to the holders of
claims affected, including notice of the Amended Schedules Bar
Date to file proofs of claim in response to the amendment or
supplement to the Schedules.

The Debtors seek that the Amended Schedule Bar Date be established
as the later of:

   (i) the General Bar Date; and

  (ii) 30 days after the date that notice of the applicable
       amendment or supplement to the Schedules is served on the
       claimant.

                       Rejection Bar Date

The Debtors propose that for any claim relating to a Debtor's
rejection of executory contracts or unexpired leases pursuant to a
Court order entered prior to confirmation of the applicable
Debtor's plan of reorganization, the Rejection Bar Date for that
claims will be the later of:

   (i) the General Bar Date; and

  (ii) 30 days after the entry of the Rejection Order.

                          Filing Claims

The Debtors require these persons or entities to file a Proof of
Claim on or before the Bar Date:

   * Any entity whose claim is listed as disputed, contingent, or
     unliquidated in the Debtors' Schedules and that desires
     to participate in any of the Debtors' Chapter 11 cases or
     share in any distribution in those Chapter 11 cases; or

   * Any entity whose claim is improperly classified in the
     Debtors' Schedules or is listed in an incorrect amount and
     that desires to have its claim allowed in a classification
     or amount other than that listed in the Schedules.

Proofs of claim must conform substantially to Official Bankruptcy
Form No. 10 and must be filed either by:

   (i) mailing the original proof of claim to:

          United States Bankruptcy Court
          Southern District of New York
          Dana Corporation Claims Docketing Center,
          Bowling Green Station, P.O. Box 90,
          New York, New York
          10274-0095; or

  (ii) delivering the original proof of claim by hand or
       overnight courier to:

          United States Bankruptcy Court
          Southern District of New York
          Dana Corporation Claims Docketing Center
          One Bowling Green, Room 354,
          New York, New York
          10004-1408

Proofs of claim will be deemed filed only when actually received
by the Debtors' claim agent, The BMC Group, Inc., on or before
the applicable Bar Date.

Proofs of claim must be signed, include supporting documentation,
be in the English language, and be denominated in United States
currency.

These entities need not file proofs of claim:

   * Any entity that already has filed a proof of claim against
     the applicable Debtors with the Clerk of the Bankruptcy
     Court for the Southern District of New York;

   * Any entity whose claim is listed in the Debtors' Schedules
     if the claim is not scheduled as contingent, unliquidated or
     disputed, and which is not disputed by the creditor holding
     that claim as to nature, amount, or classification;

   * A holder of a claim previously allowed by the Court;

   * A holder of a claim that have been paid in full by the
     Debtors in accordance with the Bankruptcy Code or a Court
     order;

   * A holder of a claim for which specific deadlines have
     previously been fixed by the Court;

   * Any Debtor having a claim against another Debtor, or any
     direct or indirect subsidiary of the Debtors against any of
     the Debtors;

   * Any holder of a claim allowable under Sections 503(b) and
     507(a)(1) of the Bankruptcy Code as administrative expense;

   * Any of the Debtors' officers, directors or employees having
     a claim for indemnification, contribution or reimbursement;

   * Any entity asserting asbestos-related personal injury
     claims; and

   * Any entity whose claim is limited exclusively to the
     repayment of principal, interest or other fees under any
     bond or note issued by the Debtors pursuant to an indenture.

Any entity holding an interest in the Debtors do not need to file
a proof of interest on or before the General Bar Date.  However,
Interest Holders who wish to assert claims that relate to the
ownership or purchase of an Interest must file proofs of claim on
or before the General Bar Date.

Pursuant to Bankruptcy Rule 3003(c)(2), any entity that is
required to file a proof of claim but fails to timely do so by
the applicable Bar Date will be forever barred, estopped and
enjoined from:

   (a) asserting any claim that:

       * exceeds the amount identified in the Schedules as
         undisputed, non-contingent, and liquidated; or

       * is of a different nature, classification or priority
         than any claim identified in the Schedules; and

   (b) participating in any distribution from any Debtor's estate
       with respect to that Unscheduled Claim.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  The
Debtors' consolidated balance sheet at March 31, 2006, showed a
$456,000,000 total shareholder' equity
resulting from total assets of $7,788,000,000 and total
liabilities of $7,332,000,000.  When the Debtors filed for
protection from their creditors, they listed $7.9 billion in
assets and $6.8 billion in liabilities as of Sept. 30, 2005.  
(Dana Corporation Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


DANA CORP: Gets Agents' Okay to Move Challenge Period to Sept. 29
-----------------------------------------------------------------
At Dana Corp. and its debtor-affiliates' request, the Receivables
Facility Agents have agreed to extend the Challenge Period as it
relates to the Official Joint Committee of Unsecured Creditors and
the ad hoc committee of holders of notes of Dana Corporation only
under the final DIP order issued by the U.S. Bankruptcy Court for
the Southern District of New York.  The Prepetition Agent and
Credit Card Issuers also agreed to extend the Challenge Period.

The Final DIP Order provides, among other things, that any party-
in-interest can challenge the repurchase of the Receivables
Facility as well as the liens and claims of the Receivables
Facility Agents, by filing an adversary proceeding or
authorization to file an adversary proceeding by June 19, 2006.

Accordingly, the Challenge Period for the Committee and the Ad
Hoc Noteholders' Committee to contest the liens and claims under
the Receivables Facility, is extended through and including
September 29, 2006.

On Mar. 30, 2006, Dana received final Court approval for the full
amount of its $1.45 billion DIP financing.  The full facility
consists of a $750 million revolving credit facility and a $700
million term loan.  The term of the DIP facility was extended to
24 months from the date of the Debtors' bankruptcy filing.

The DIP credit facility is being provided by a group of banks led
by CitiCorp North America, Inc., Bank of America, N.A., and
JPMorgan Chase Bank, N.A.

Subsequently, Dana Corp. entered into amendments to its Senior
Secured Superpriority Debtor-in-Possession Credit Agreement with
the DIP Facility Lenders.

Amendment No. 1 to the Credit Agreement provides, among other
things, that all of the loans and other obligations under the
Credit Agreement will be due and payable on the earlier of:

    (i) 24 months -- instead of 18 months -- after the effective
        date of the Credit Agreement; or

   (ii) the consummation of a plan of reorganization under the
        Bankruptcy Code.

Amendment No. 2 to the Credit Agreement provides, among other
things, that interest on the term loan facility under the Credit
Agreement will accrue, at Dana's option, either at the London
interbank offered rate plus a 2.25% per annum margin, or the
prime rate plus a 1.25% per annum margin.

The Credit Agreement had provided that interest on the term loan
facility would accrue, at Dana's option, either at LIBOR plus a
3.25% per annum margin, or the prime rate plus a 2.25% per annum
margin.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  The
Debtors' consolidated balance sheet at March 31, 2006, showed a
$456,000,000 total shareholder' equity resulting from total assets
of $7,788,000,000 and total liabilities of $7,332,000,000.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DAVITA INC: Fitch Assigns B- Rating to Senior Subordinated Debt
---------------------------------------------------------------
Fitch Ratings assigned these ratings to DaVita Inc.:

  -- Issuer Default Rating 'B+'
  -- Senior secured credit facility 'BB/RR2'
  -- Senior unsecured debt 'B/RR5'
  -- Senior subordinated debt 'B-/RR6'

The ratings apply to approximately $4.04 billion of debt.  The
Rating Outlook is Stable.

The ratings reflect DVA's significant debt levels, resulting from
the company's October 2005 acquisition of Gambro's kidney dialysis
services unit.  Acquisition risk resulting from such a large
transaction exists, but it is somewhat mitigated by DVA's past
experience in integrating smaller acquisitions of dialysis centers
and the company's recent financial performance following the
transaction.

DVA benefits from an industry with reliable demand and its ability
to consistently generate solid cash flow during a period when
government rate increases have been less than inflation.  There is
an opportunity for Congress to provide more timely and material
rate increases through legislative initiatives that are advocated
by groups associated with the dialysis community.  However, during
the intermediate term, the possibility of private payer rate
compression exists.  Accordingly, margins require monitoring.

Fitch expects that share repurchases will be moderate at most,
acquisitions will be targeted, and no cash dividend will be
initiated in the near to intermediate term.  Capital expenditure
requirements should continue to be manageable.  Fitch expects DVA
to steadily pay down debt over time.

DVA generated free cash flow of roughly $165 million for the
latest 12 months ending March 31, 2006, which includes less than
two quarters of contribution from the Gambro business.  For the
full year of 2006, Fitch expects free cash flow to be in the $200
million to $300 million range.  DVA has manageable capital
expenditure requirements.

At March 31, 2006, DVA had approximately $279 million in cash and
$200 million availability under a $250 million revolver (offset by
$50 million in letters of credit) that expires in 2010.  DVA has
approximately $213 million in debt amortizing through 2010.
However, during the period 2011 through 2015, DVA faces $3.7
billion in debt maturity/amortization.

At March 31, 2006, LTM interest coverage (EBITDA/interest) was
3.5x and leverage was 6.0x (total debt/EBITDA) or 6.8x (Adjusted
Debt/FFO).  These results include less than two quarters of
contribution from the Gambro business.

For the full year of 2006, Fitch expects significant improvement
in DVA's leverage, owing to debt reduction, a full year of
Gambro's contribution and same-store profitability growth.

DaVita Inc. is the second largest provider of kidney dialysis
services in the U.S.  It operates solely in the U.S. market, in
which the top two providers have an aggregate market share of
approximately 70%.


DELPHI CORP: Drafts Cost Restructuring Plan with A.T. Kearney
-------------------------------------------------------------
Delphi Corporation and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
enter into an agreement with A.T. Kearney Inc.  The Agreement
provides for the restructuring of various costs including the
review and analysis of certain executory contracts.

As part of their transformation through the Chapter 11 process,
the Debtors are reviewing a substantial portion of their executory
contracts covering the purchase of items required to sustain
operations, known as the "indirect spend."

Indirect spend includes items related to maintenance, repair, and
operation as well as support services that do not contribute
directly to revenue generating products or services.

A.T. Kearney suggests that the Debtors can significantly reduce
their total indirect spend in North America through strategic
sourcing, outsourcing, and demand management, combined with the
use, where appropriate, of the authority that can be granted under
Section 365 of the Bankruptcy Code to reject executory contracts
and unexpired leases.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, tells the Court that A.T. Kearney
will assist the Debtors in identifying executory contracts and
realizing savings where:

     (i) market conditions have changed since the applicable
         contract was executed;

    (ii) the Debtors' spending is fragmented and consolidated
         purchasing will reduce price and increase the Debtors'
         buying power; and

   (iii) business requirements have changed and the goods and
         services in question are no longer needed or are needed
         in reduced quantities.

Under A.T. Kearney's proposal, the Debtors are estimated to
achieve $30,000,000 to $60,000,000 in annual savings.

A.T. Kearney's Proposal is divided into two parallel phases --
Phase 1A and Phase 1B.

In Phase 1A, A.T. Kearney will immediately begin strategically
sourcing $700,000,000 of the Debtors' North American indirect
spend.  This phase will cover certain categories with a high
potential for savings, specifically those categories:

   -- with a large amount of spending, i.e., greater than
      $10,000,000 per item of indirect spend;

   -- which contain few sub-categories; and

   -- with a high proportion of spending under contract.

Phase 1A is expected to last up to 24 weeks and will address
indirect spend across 12 categories.  

Phase 1B will run concurrently with Phase 1A but is anticipated to
last only 12 weeks.  In this phase, A.T. Kearney will identify
opportunities for savings with respect to contracts comprising
$2,300,000,000 in the Debtors' North American indirect spend.  
A.T. Kearney will analyze, prioritize, and develop strategies for
these contracts.

The Debtors retain the right to direct A.T. Kearney as to which
categories, sub-categories, and contracts will be included in the
review under Phase 1B.

The contractual review process for Phase 1B will consist of two
primary activities:

   (1) contract review and analysis; and
   (2) functional workshops.

The Debtors and A.T. Kearney estimate that the execution of those
strategies in subsequent phases could realize annual savings of
$80,000,000 to $150,000,000 in addition to the Phase 1A savings,
and even more if the scope of those subsequent phases is expanded
to include global indirect spend.

To manage the indirect spend review, the Debtors and A.T. Kearney
will establish a program management office to be run by Delphi's
director of purchasing and A.T. Kearney's principal consultant on
the engagement.  The program management office will report to an
executive steering committee, which will include Delphi's chief
financial officer, general director of purchasing, and general
counsel in addition to the two persons overseeing the program
management office.

The Executive Steering Committee will ensure that the project is
completed on time and that the necessary organizational support
is in place to enable successful implementation, Mr. Butler says.  
Most importantly, Mr. Butler adds, the Executive Steering
Committee will be asked to approve the recommendations of the
project team and ensure organizational alignment behind these
recommendations.

The Debtors will pay A.T. Kearney:

   (a) A $3,900,000 fixed fee, including expenses, due in six
       monthly installments.  The first five fee payments would
       be $700,000.  The sixth and final fee payment would be
       $400,000.

   (b) A $300,000 contingent fee if the project team recommends,
       and the Executive Steering Committee approves,
       recommendations totaling at least $30,000,000 in
       annualized savings.  

       The Debtors will pay A.T. Kearney an additional $200,000
       if the project team recommends, and the Executive Steering
       Committee approves, recommendations totaling at least
       $45,000,000 in annualized savings.  Any contingent
       payments earned would be due as part of the sixth and
       final monthly invoice.

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


DELPHI CORP: Wants to Continue Annual Incentive Plan Through 2006
-----------------------------------------------------------------
Delphi Corporation and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
continue an Annual Incentive Plan, related to their proposed Key
Employee Compensation Program, through the second half of 2006, as
well as each successive six-month period during which the Debtors
are in Chapter 11.  The Debtors also ask the Court to fix the
performance targets and payout curves for the AIP.

The Debtors sought approval of the KECP in October 2005.  The KECP
was designed to help the Debtors bring their below-market
executive compensation opportunities to competitive levels.  The
KECP includes short-term incentives in the form of an Annual
Incentive Plan and long-term incentives in the form of an
emergence bonus plan with cash payments and equity grants.

On February 10, 2006, the Court conducted an evidentiary hearing
to restore compensation opportunities available to the Debtors'
executives prepetition by implementing the short-term AIP for the
first six months of 2006.  The Court granted the Debtors' request
in the AIP Order.

The KECP Request is currently set for hearing at the July 19,
2006 omnibus hearing.  The Debtors want to limit the July hearing
to the continuation of the AIP for the second half of 2006.  All
other aspects of the KECP Request would be adjourned for an
additional three months to the October 2006 omnibus hearing.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that the terms and
conditions of any AIP implemented by the Debtors going forward
will be substantially similar to those described and approved in
the AIP Order.

The AIP's principal elements are:

   * The AIP generally applies to all persons holding executive
     positions with the Debtors during the six-month period, with
     the exception of Delphi's Chairman and Chief Executive
     Officer, Robert S. Miller;

   * The Debtors will not issue any incentive-compensation
     payments unless Delphi achieves its corporate-level earnings
     target or Delphi's divisions achieve their division-level
     operating-income targets.

   * For Covered Employees whose responsibilities are limited to
     the corporate level, 100% of their payment opportunities
     will be determined by comparing Delphi's earnings with the
     corporate target.  With respect to Covered Employees within
     a division other than the Medical division, 50% of their
     payment opportunities will be based on Delphi's earnings
     versus the corporate target, and the other half will be
     based on the division's operating income versus target.  
     The split in the Medical division is 30%-70%, rather than
     50%-50%.

   * Each Covered Employee has a target bonus opportunity that is  
     calculated based on his or her level of responsibility.  If
     Delphi or its divisions exceed their targets, the Covered
     Employee's bonus opportunity increases accordingly, but in
     no event may the bonus opportunity exceed a specified cap.
     For Covered Employees who are members of the Delphi Strategy
     Board, the cap is 150% of the Covered Employee's target
     bonus opportunity.  For all other Covered Employees, the cap
     is 200%.

   * Any payment opportunity is subject to an adjustment based on
     the Covered Employee's individual performance during the
     six-month period.  The adjustment can range from a 100%
     reduction to an increase up to the caps.  Upward adjustments
     are a zero-sum game -- i.e., any upward adjustment must be
     counterbalanced by a downward adjustment of equal amount.

   * The AIP includes a prophylactic measure designed to prevent
     the payment of incentive compensation to Covered Employee
     under certain circumstances including with respect to any
     Covered Employee who fails to act in good faith and in a
     manner consistent with the Debtors' best interests.

The Debtors' exceptional operational performance has contributed
to a better-than-expected financial performance through the first
five months of 2006, Mr. Butler says.  Should Delphi's financial
performance in June 2006 remain consistent with year-to-date
performance, the AIP will provide maximum payment opportunities
of $36,300,000 for the first half of 2006.

The Debtors' second-half 2006 AIP performance targets are:

     Division                                Target
     --------                                ------
     Delphi Enterprise                    $411,000,000
     Powertrain (FKA Energy and Chassis)   $58,000,000
     Steering                             $114,000,000
     Thermal and Interior                 $140,000,000
     Electronics and Safety               $179,000,000
     Packard Electric                      $17,000,000
     Product and Service Solutions         $22,000,000
     Automotive Holdings Group            $634,000,000
     Medical                                $9,000,000

The payout curves associated with each target do not allow for
any payments if financial performance is below target.


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


DELTA AIR: Court Okays Alvarez & Marsal as Retired Pilots' Advisor
------------------------------------------------------------------
The Official Section 1114 Committee of Retired Pilots' of Delta
Air Lines, Inc., and its debtor-affiliates obtained authority from
the U.S. Bankruptcy Court for the Southern District of New York to
retain Alvarez & Marsal, LLC, as its financial advisors, nunc pro
tunc to May 12, 2006.  The Delta Air Lines Section 1114 Committee
representing non-pilot retirees is authorized to retain separate
financial advisors -- Navigant Capital Advisors LLC.

Judge Hardin rules that the aggregate fees of A&M and Navigant
Capital should not exceed $900,000 for services rendered in the
Debtors' Chapter 11 cases through and including 120 days after
the date the Debtors make a written proposal to the 1114
Committees.

The Court also caps at $20,000 the aggregate expenses of A&M and
Navigant during the Fee and Expense Cap Period.  Economy-rate
Delta flights to meet with Delta and its advisors at Delta-
scheduled meetings in Atlanta will not count against the Expense
Cap.

In the event the Debtors do not file a motion with the Court
pursuant to Section 1114 of the Bankruptcy Code on or before
August 12, 2006, the Fee and Expense Cap Period will be
automatically extended by the number of days between August 12,
2006 and the motion's actual filing date.

In the event that the Section 1114 issues with respect to either
or both 1114 Committees are not resolved within the Fee and
Expense Cap Period, the parties will negotiate in good faith the
terms of a supplemental Fee Cap and supplemental Expense Cap.

In the event that a settlement is reached with either or both
1114 Committees with respect to Section 1114 issues during the
Fee and Expense Cap Period, or in the event a contested matter is
commenced against either or both 1114 Committees with respect to
Section 1114 issues and an evidentiary hearing is concluded
during the Fee and Expense Cap Period, the estates will not be
responsible for fees or expenses incurred by the financial
advisor after the earlier of:

   -- the date of the execution of a settlement agreement
      resolving the Section 1114 issues with that 1114 Committee;
      and

   -- the close of evidence in a contested hearing, which date
      will be extended for 20 days after the close of evidence,
      provided that the parties continue to engage in good faith
      negotiations during that period to reach a consensual
      resolution.

The Court rules that the Fee Cap and Expense Cap will initially
be divided equally between the 1114 Committees, subject to their
adjustment based upon agreed work allocation.  The adjustment
will be ineffective until the 1114 Committees notify the Debtors,
the Creditors Committee and the U.S. Trustee, in writing, of that
adjustment.

As reported in the Troubled Company Reporter on May 19, 2006,
Alvarez & Marsal is expected to:

    a. analyze the Debtors' proposals to the Retired Pilots,
       including assessing the viability of the Debtors' business
       plan and proposed capital structure;

    b. review and analyze the Debtors' proposals as well as their
       treatment of other stakeholders in order to assist the
       Committee in evaluating and gauging whether the proposal
       meets the standards required under the Bankruptcy Code;

    c. assist the Committee to negotiate modifications with the
       Debtors; analyze the financial impact of appropriate
       scenarios including review of actuarial assumptions made
       by the Debtors and obtaining actuarial projections as
       necessary; and liaise with other committees to ensure that
       all alternatives that maximize retiree benefits have been
       pursued;

    d. work with the Committee and its legal counsel to contest
       any efforts by the Debtors to modify benefits without the
       mutual agreement of the Committee;

    e. analyze both the current benefit plans and the underlying
       assumptions used by the Debtors to determine the true
       economic cost of these plans;

    f. compare the pre- and post-proposal benefits offered to
       constituents of the Committee to those that have been
       offered to other relevant parties, including current
       employees, management, etc., and determine:

        -- the absolute and relative economic value to the
           parties prior to the proposed changes;

        -- the absolute and relative economic value to the
           parties with the proposed changes; and

        -- the degree to which the proposed changes alter the
           relative/proportional economic value received by each
           party;

    g. conduct a financial review of all proposed solutions
       against appropriate legislation and tax considerations to
       optimize economic value for the Retired Pilots.  Some of
       the considerations to be examined will include:

         * economic impact of paying healthcare benefits with
           pre-tax dollars;

         * The Healthcare Coverage Tax Credit;

         * Medicare Part "D";

         * the Consolidated Omnibus Budget Reconciliation Act of
           1985; and

         * High Deductible Health Savings Accounts.

    h. meet and negotiate with the Debtors, their advisors and
       counsel regarding the proposed modifications, underlying
       assumptions, and supporting information;

    i. provide expert testimony on related matters, as
       appropriate; and

    j. provide other general business consulting or other
       assistance as the Committee or its counsel may deem
       necessary.

A&M will be paid on hourly rates ranging from $175 to $650 per
hour.  The firm will also be reimbursed for reasonable out-of-
pocket expenses incurred.

A&M professionals expected to be most active in connection with
the engagement and their standard hourly rates are:

     Employee                                    Rates
     --------                                    -----
     Mark Dominick Alvarez, Managing Director    $650
     David Friend, Managing Director             $575
     Ronald M. Winters, Managing Director        $550
     Mark Spitell, Senior Director               $500
     Jonathan Hickman, Director                  $425

                 About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


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

As reported in the Troubled Company Reporter on June 28, 2006, as
independent auditors and accountants, Ernst & Young will:

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

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

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

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

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

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

      -- performing the Puerto Rico branch audit;

      -- performing the required agreed upon procedures; and

      -- providing other reports listed in Audit Engagement
         Letter;

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

       * consultations required for significant proposed or
         executed transactions;

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

       * services related to mergers, acquisitions, and
         divestitures;

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

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

      -- employee-related restructuring charges; and

      -- restructuring of municipal bond obligations; and

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

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

As tax services provider, Ernst & Young will:

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

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

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

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

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

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

   e. provide tax compliance services including:

      -- estimated tax payment computations;

      -- extension requests;

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

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

      -- state tax depreciation calculations;

      -- the required calculations under the Uniform
         Capitalization Rules;

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

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

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

      -- computation of earnings and profits; and

      -- computation of worthless foreign stock deductions;

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

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

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

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

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

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

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

Ernst & Young will also be paid:

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

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

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

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

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

                 About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


EMMIS COMMS: Earns $8.6 Million in Quarter Ended May 31
-------------------------------------------------------
Emmis Communications Corporation delivered its financial results
for the quarter ended May 31, 2006, to the Securities and Exchange
Commission on July 7, 2006.

Emmis earned $8,654,000 of net income during the three-months
ended May 31, 2006, a 16.6% decrease compared to $10,378,000 of
net income earned for the same period in the prior year.  The
decrease in net income in the current quarter is primarily
attributable to lower operating income and the loss on debt
extinguishments partially offset by the gain recorded on the $20.2
million sale of radio station WRDA-FM in St. Louis to Radio One,
Inc.

The Company generated  $89,787,000 of revenues for the quarter
ended May 31, 2006, compared to revenues of $92,381,000 generated
in 2005.  Radio net revenues decreased principally as a result of
declining revenues in the Company's New York and Los Angeles
markets.  For the three-month period ended May 31, 2006 net
revenues from the Company's domestic radio stations were down
7.9%.

At May 31, 2006, the Company's balance sheet showed $1,377,707,000
in total assets, $1,097,222,000 in total liabilities, commitments
and contingencies of $143,750,000 and total shareholders' equity
of $271,729,000.

A full-text copy of Emmis' quarterly report is available for free
at http://researcharchives.com/t/s?d90

Emmis Communications Corporation (NASDAQ: EMMS) --
http://www.emmis.com/-- is an Indianapolis-based diversified  
media firm with radio broadcasting, television broadcasting and
magazine publishing operations.  Emmis owns 22 FM and 2 AM
domestic radio stations serving New York, Los Angeles and Chicago
as well as St. Louis, Austin, Indianapolis and Terre Haute, Ind.
In addition, Emmis owns a radio network, international radio
interests, two television stations, regional and specialty
magazines, and ancillary businesses in broadcast sales and
publishing.

In May 2005, Emmis planned to seek strategic alternatives for its
16 television stations, and the Company has sold or signed
definitive agreements to sell 14 of them.  

                          *     *     *

On May 11, 2005, Standard & Poor's assigned B+ ratings to Emmis
Communications' long-term local and foreign issuer credits.

In August 2005, Moody's placed the Company's long-term corporate
family rating at Ba3 with a negative outlook.


ENDURANCE BUSINESS: Moody's Cuts Corp. Family Rating to B2 from B1
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Endurance
Business Media, Inc.'s proposed amended and restated first lien
senior secured credit facilities and a B3 rating to its proposed
$60 million second lien term loan.  In addition, Moody's
downgraded Endurance's Corporate Family rating to B2 from B1.   
Full details of the rating action are as follows:

Ratings assigned:

   * $20 million first lien senior secured revolving credit
     facility -- B1

   * $120 million first lien senior secured term loan B -- B1

   * $60 million second lien senior secured term loan -- B3

Rating downgraded:

   * Corporate Family rating -- to B2 from B1

Ratings withdrawn:

   * $20 million senior secured revolving credit facility -- B1

   * $100 million senior secured term loan B -- B1

The rating outlook is stable.

The downgrade of the Corporate Family rating reflects the strain
which Moody's expects that the proposed increase in the company's
debt burden will place upon Endurance's financial profile.  The B2
corporate family rating reflects Endurance's high leverage of 8.6x
debt to EBITDA pro-forma for the proposed financing at the end of
December 2005, management's willingness to incur additional debt
to finance special dividends, its dependence upon the real estate
sales and real estate advertising, the competition which it faces
from a number of rival free circulation real-estate publications,
and its reliance upon one title for over 90% of its publishing
revenues.

The ratings are supported by the established reputation of
Endurance's flagship publication, the large number of its
publications which are currently distributed over a wide
geographic area, the diversification of its advertiser base, and
the ability of its franchise network to support relatively high
margins.

The stable outlook incorporates the real estate publishing
segment's proven ability to grow substantially during buoyant real
estate market conditions, yet suffer less than other advertising
driven sectors during cyclical economic downturns.

Proceeds from the proposed $60 million second lien term loan
will be used, in conjunction with approximately $20 million of
incremental first lien term loan borrowings to provide a
$77 million sponsor dividend payment and pay transaction expenses.

The B1 senior secured first lien revolver and term loan are rated
one notch higher than the Corporate Family rating in recognition
of its senior ranking to $60 million in second lien debt.  The B3
senior secured second lien facility is rated one notch below the
Corporate Family in recognition of its position as the most junior
capital component behind $140 million of first lien debt
facilities; however, both facilities will benefit from upstream
guarantees from all domestic operating subsidiaries.

Headquartered in Tallahassee, Florida, Endurance Business Media,
Inc. is a publisher of real estate guides and a commercial
printer.  In 2005, the company reported revenues of $93 million.


ENTERPRISE PRODUCTS: Moody's Rates Proposed $300MM Notes at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Enterprise
Products Operating L.P.'s proposed $300 million Fixed Rate Junior
Subordinated Notes issue.  OLP is the primary operating subsidiary
of Enterprise Products Partners L.P., a publicly-traded midstream
energy limited partnership, and issues substantially all of
Enterprise's partnership debt.  Moody's also affirmed OLP's Baa3
senior unsecured rating with a stable outlook.

The LoTS will be rated Ba1, one notch below OLP's Baa3 senior
unsecured rating.  The one notch differential is based on the LoTS
having sufficient equity-like characteristics to receive hybrid
securities basket "C" treatment for financial statement adjustment
purposes.  Basket "C" assignment is based on being ranked strong
on the "No Maturity" measure, weak on the "No Ongoing Payments"
measure, and moderate on "Loss Absorption." The basket designation
will shift to basket "B" in 10 years when the security has less
than 50 years to maturity.  Moody's notes that if OLP issues
subordinated debt in the future, it would re-evaluate the single
notch and could potentially double notch the LoTS.

"This hybrid security issuance highlights the capital raising
requirements associated with Enterprise's substantial multi-year
growth capital spending program," said Moody's Vice President
Steve Wood.  "Furthermore, while this security has equity-like
characteristics, it also represents a fixed call on Enterprise's
cash flow."

The hybrid securities treatment for the LoTS considers the
following structural features:

   1. A 60-year maturity, callable after 10 years at par subject
      to the Replacement Capital Covenant.

   2. A legally enforceable Replacement Capital Covenant, which
      obligates OLP not to redeem or repurchase the LoTS unless
      it has previously received proceeds from the issuance of a
      qualifying replacement security which is clearly defined as
      having the same or greater equity-like characteristics
      as the LoTS at the time of redemption.  This Covenant          
      initially runs in favor of the holders of an issue of OLP's
      senior unsecured debt.  OLP will receive an acceptable
      opinion from outside counsel regarding the enforceability
      of this Covenant in accordance with the laws of New York.

   3. The ability to defer payment of interest for up to ten
      consecutive years, after which time failure to pay
      accumulated distributions will result in an event of
      default.  During any such optional deferral, EPD shall
      suspend distributions to its unitholders.

   4. The level of subordination of the LoTS within OLP's capital
      structure.  The LoTS are OLP's most subordinated form of
      debt, and are subordinated to all existing and future
      senior unsecured debt, including any additional junior
      subordinated debt or trust preferred securities, other than
      those structured to be pari-passu with the LoTS.  
      Additionally, the LoTS do not cross default with other
      debt, and investors have limited rights regarding the
      ability to accelerate principal.

Enterprise Products Operating L.P., headquartered in Houston,
Texas, is the primary operating subsidiary of Enterprise Products
Partners L.P., a publicly-traded midstream energy limited
partnership.  Enterprise's operations include natural gas
gathering, processing, transportation and storage; natural gas
liquids fractionation, transportation and storage; oil pipelines;
offshore production platform services; and petrochemical services.


ENTERPRISE PRODUCTS: S&P Rates Proposed $300 Million Notes at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
midstream energy company Enterprise Products Operating L.P.'s
proposed $300 million junior subordinated notes.

Standard & Poor's also affirmed its 'BB+' corporate credit rating
on the company and its parent Enterprise Products Partners L.P.
The proceeds from the notes will be used to reduce debt and for
general corporate purposes.  The outlook for both entities is
positive.

Houston, Texas-based Enterprise has about $4.4 billion of debt.

Standard & Poor's regards the notes as having an "intermediate"
level of equity credit because of the long maturity (60 years),
the ability to defer interest payments up to 10 years, and the
subordinated position of the notes in the Enterprise capital
structure.  The ability to call the notes after 10 years and a
step-up in interest during deferral periods diminish the equity
credit, but are offset by a covenant allowing the redemption of
these securities only from proceeds of securities having equity-
like characteristics equal to or greater than these notes.

"The securities are rated three notches below the corporate credit
rating to reflect the subordinated position in the company's
capital structure and the possibility of interest deferral," said
Standard & Poor's credit analyst Todd Shipman.

The outlook on Enterprise is positive.

Standard & Poor's views many of Enterprise's new projects and
current business fundamentals favorably and could lead to higher
ratings as the spending starts generating cash flow.  The positive
stance could change if the company engages in any significant
acquisitions or capital spending that is financed in a manner that
weakens its financial risk profile.


ENTERPRISE PRODUCTS: Fitch Expects BB+ Rating on $300 Mil. Notes
----------------------------------------------------------------
Fitch Ratings expects to assign a 'BB+' rating to $300 million of
fixed/floating rate junior subordinated notes due 2066 to be
issued by Enterprise Products Operating L.P.

Interest on the LoTS will be fixed through July 2016 and
thereafter adjusted quarterly.  EPOLP is the operating limited
partnership of Enterprise Products Partners, L.P., a leading
publicly traded master limited partnership engaged primarily in
natural gas liquids and natural gas midstream services.  

EPOLP's senior unsecured debt and issuer default rating is 'BBB-'
and the Rating Outlook for EPOLP's debt securities is Stable.

The LoTS are believed to be the first hybrid securities to be
offered publicly by an MLP.  Based upon Fitch's rating criteria,
these securities have a high equity component; Fitch will allocate
the principal 75% to adjusted equity and 25% to adjusted debt in
evaluating the financial leverage of EPD.

In assigning its rating, Fitch will consider:

   * the structure and terms of the securities;

   * the amount of the offering, their ranking in EPD's capital
     structure; and

   * the overall effect of the offering on the company's financial
     profile.

For EPD, the LoTS provide funding diversification, a favorable
consideration given the scale of its growth capital expenditure
budget which could approach $2.0 billion in 2006.  Given their
initial fixed coupon rate and equity content the cost of capital
for the LoTS should over time be lower than the traditional mix of
EPD's debt and equity securities.

In addition, EPD's credit profile is not materially changed by
their issuance which will constitute approximately 3% of EPD's
capitalization.  Due to its ambitious expansion budget, debt-to-
EBITDA is expected to end 2006 above 4.0x which is at the high end
for the rating category but credit ratios should strengthen
beginning in early 2007 as internal growth initiatives generate
incremental EBITDA.

Key elements of the LoTS include: a term of 60 years; optional
redemption after 10 years at 100% of the principal amount plus
accrued interest or prior to that period at a make-whole price;
the LoTS are subordinated to all senior indebtedness of EPOLP and
senior to EPD's common units; EPLOP will have the option to defer
payment on LoTS' interest for up to 10 years, in which case,
neither EPD or EPOLP will make distributions on its more junior or
equal ranking securities.

In addition, EPOLP will enter into a replacement capital covenant
for the benefit of its other debt holders that it will not redeem
the LoTS on or before 2036 unless, during the 180 days prior to
the redemption, EPD or one of its subsidiaries has received a
specified mount of proceeds from the sale of securities that are
the same or more equity-like than the LoTS.


EPICUS COMMUNICATIONS: Sells $650,000 of 6% Debentures to Lender
----------------------------------------------------------------
Epicus Communications Group, Inc., reported a securities purchase
agreement for the sale of $635,000 in 3-year, 6% convertible
debentures to its current primary lender.

The company's board of directors also agreed to amend existing
convertible debenture agreements currently held by its primary
lender to offer the same conversion price structure as the new
convertible debentures.  As such, the convertible feature on all
outstanding debentures now carries a variable conversion price
discounted 30% to the market as specified per formula.

The one-year interest free period from January 1, 2006 through
December 31, 2006 on existing convertible debenture notes and the
company's redeemable convertible preferred stock remains in
effect.

Commenting on the funding, Mark Schaftlein, Epicus Communications
Group's CEO said, "We are pleased to have received a vote of
confidence from our lender in the execution of our business plan.  
The proceeds from today's securities sale will be used primarily
for operating capital and to support on-going customer growth
initiatives."

                     About Epicus Group

Headquartered in West Palm Beach, Florida, Epicus Communications,
Inc. (OTCBB: EPCG) -- http://www.ecg-us.com-- is a holding  
company with a primary goal of investing in its current
telecommunications assets.  Epicus, Inc.'s wholly-owned subsidiary
is an integrated communications provider with voice and data
service in the continuous 48 states, international long distance
in 240 countries with local exchange services in 8 southeastern
states.  The Debtors filed for chapter 11 protection on Oct. 25,
2004 (Bankr. S.D. Fla. Case Nos. 04-34915 and 04-34916).  Alvin S.
Goldstein, Esq., represents the Debtors in their restructuring
efforts.

The Court confirmed Epicus' Plan of Reorganization on Sept. 30,
2005.  On Dec. 7, 2005, the company emerged from Chapter 11
bankruptcy proceedings as a newly reorganized company.         
               
At February 28, 2006, the Company's balance sheet showed
$10,177,419 in total assets, $ 5,315,550 in convertible
debentures, $3,750,000 callable secured convertible note and
$2,049,284 in total liabilities resulting in $886,161
stockholders' deficit.


EPIXTAR CORP: Excl. Plan Filing Deadline Moved to August 2
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida in
Miami extended, until Aug. 2, 2006, Epixtar Corp. and its debtor-
affiliates' exclusive period to file a Plan of Reorganization.  
Judge A. Jay Cristol also extended the Debtors' period to solicit
acceptances of any Plan of Reorganization to Oct. 1, 2006.

The Debtors inform the Court that they continue to make good-faith
progress towards reorganizing their business by streamlining
operations and making other strategic business decisions in order
to achieve profitability.

According to the Debtors, the exclusivity extensions will give
them enough time to negotiate, prepare and file a viable Plan.

                           About Epixtar

Based in Miami, Florida, Epixtar Corp. -- http://www.epixtar.com/
-- fdba Global Assets Holding, Inc., aggregates contact center
capacity and robust telephony infrastructure to deliver
comprehensive, turnkey services to the enterprise market.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 6, 2005 (Bank. S.D. Fla. Case No. 05-42040).  Michael D.
Seese, Esq., at Kluger, Peretz, Kaplan & Berlin, P.L., represents
the Debtors in their restructuring efforts.  Glenn D. Moses, Esq.,
at Genovese Joblove & Battista, P.A., represents the Company's
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$30,376,521 and total debts of $39,158,724.


EPIXTAR CORP: Can Sell Accounts Receivable to Wells Fargo
---------------------------------------------------------
The Honorable A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida in Miami authorized Debtor Epixtar
International Call Center Group, Inc., to:

     -- sell its pre-bankruptcy and post-bankruptcy accounts
        receivable to Wells Fargo Business Credit, Inc., free and
        clear of all liens;

     -- obtain debtor-in-possession financing from Wells Fargo
        pursuant to its factoring agreement; and

     -- grant Wells Fargo a super-priority lien and priority over
        administrative claims in relation to factored accounts
        receivable.

As reported in the Troubled Company Reporter on May 31, 2006,
EICCG sought authority for the sale of its accounts receivable to
WFBC saying the sale will help preserve collateral value for the
benefit of secured creditors and maximize distributions to
unsecured creditors.

EICCG's factoring agreement with WFBC allows the Debtors to sell
and assign certain of its accounts receivable to WFBC.  In
consideration for the assignment, WFBC pays the Debtors an initial
cash payment equal to 80% of the face of amount of the receivable.  
Upon collection of the receivable, WCFB pays the Debtors the 20%
balance, less customary fees and charges.

The Debtors are required to repurchase the receivables in the
event that the account becomes disputed or uncollectible.  Since
the Debtors remain liable for the factored accounts pending
collection by WFBC, the 80% initial payment is treated as advanced
funds and are considered as DIP loans.  Thus, EICCG required
authority to obtain financing from WFBC in light of the mechanics
of their factoring agreement.

                           About Epixtar

Based in Miami, Florida, Epixtar Corp. -- http://www.epixtar.com/
-- fdba Global Assets Holding, Inc., aggregates contact center
capacity and robust telephony infrastructure to deliver
comprehensive, turnkey services to the enterprise market.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 6, 2005 (Bank. S.D. Fla. Case No. 05-42040).  Michael D.
Seese, Esq., at Kluger, Peretz, Kaplan & Berlin, P.L., represents
the Debtors in their restructuring efforts.  Glenn D. Moses, Esq.,
at Genovese Joblove & Battista, P.A., represents the Company's
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$30,376,521 and total debts of $39,158,724.


FALCON AIR: U.S. Trustee Appoints Seven-Member Creditors Committee
------------------------------------------------------------------
Felicia S. Turner, the U.S. Trustee for Region 21, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in Falcon Air Express, Inc.'s chapter 11 case:

      (1) Philip V. Jackmauh
          Senior Vice President & Deputy General Counsel
          Pals I, Inc.
          c/o Pegasus Aviation, Inc.
          4 Embarcadero Center, 35th Floor
          San Francisco, CA 94111
          Tel: (415) 743-0257
          Fax: (415) 434-3912

      (2) Cheryl Johnson
          Chief Financial Officer
          Phoenix Fuel Corp.
          c/o RVL Group
          2360 Towngate Road
          Westlake Village, CA 91361
          Tel: (805) 288-5054
          Fax: (805) 496-3338

      (3) Brodie Hyde
          Treasurer
          Worldwide Flight Services, Inc.
          1925 West John Carpenter Freeway, Suite 450
          Irving, TX 75063
          Tel: (972) 629-5088
          Fax: (972) 629-5010

      (4) David M. Sandri
          President
          Commercial Jet, Inc.
          P.O. Box 668500
          Miami, FL 33166-8500
          Tel: (305) 341-5150
          Fax: (786) 265-7057

      (5) Fred Adarve
          Manager
          Aviation Brake Services, Inc.
          7274 N.W. 34th Street
          Miami, FL 33122
          Tel: (305) 594-4677
          Fax: (305) 477-5799

      (6) David Leamon
          Attorney-in-fact
          Aviation Refinancing Transaction, LLC
          c/o Curtis, Mallet-Prevost, Colt & Mosle, LLP
          101 Park Avenue
          New York, NY 10178-0061
          Tel: (212) 696-6936
          Fax: (917) 368-8936

      (7) James Raff
          RPK Capital I, LLC
          1640 West Hubbard Street
          Chicago, IL 60622
          Tel: (312) 492-8710
          Fax: (312) 492-8713

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 Miami, Florida, Falcon Air Express, Inc. --
http://www.falconairexpress.net/-- is a small and low-cost   
airline company that provides charter service and renders foreign
and U.S. carriers sub-services on schedules routes.  The Debtor
and its affiliate, MAJEL Aircraft Leasing Corp., filed for chapter
11 protection on May 10, 2006 (Bankr. S.D. Fla. Case Nos. 06-11877
& 06-11878).  Brian G. Rich, Esq., at Berger Singerman, P.A.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million and $50 million.


FALCON AIR: Creditors Panel Hires Meland Russin as Bankr. Counsel
-----------------------------------------------------------------
The Honorable A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida in Miami authorized the Official
Committee of Unsecured Creditors appointed in Falcon Air Express,
Inc., and MAJEL Aircraft Leasing Corp.'s bankruptcy cases to
retain Meland Russin & Budwick, P.A., as its bankruptcy counsel,
nunc pro tunc to May 25, 2006.

Meland Russin will:

   (a) give advice to the Committee with respect to its powers and
       duties in these chapter 11 cases;

   (b) advise the Committee with respect to issues including:

       -- use of cash collateral,
       -- sales of assets,
       -- approval of any disclosure statement,
       -- confirmation of any plan,
       -- alternatives to the reorganization process,
       -- avoidance actions, and
       -- other pertinent matters;

   (c) prepare motions, pleadings, orders, applications,
       adversary proceedings, and legal documents necessary in
       these bankruptcy cases;

   (d) protect the interest of the Committee in all matters
       pending before the Court; and

   (e) represent the Committee in negotiations with the Debtors
       and creditors in the preparation of a plan.

Papers filed with the Court did not disclose the Firm's hourly
rates.

Peter D. Russin, Esq., a partner at Meland Russin & Budwick, P.A.,
assures the Court that the Firm is disinterested as that term is
required by Section 327(a) of the Bankruptcy Code and holds no
interest adverse to Falcon Air or to the Committee in the matters
upon which the Firm is to be engaged.

Headquartered in Miami, Florida, Falcon Air Express, Inc. --
http://www.falconairexpress.net/-- is a small and low-cost   
airline company that provides charter service and renders foreign
and U.S. carriers sub-services on schedules routes.  The Debtor
and its affiliate, MAJEL Aircraft Leasing Corp., filed for chapter
11 protection on May 10, 2006 (Bankr. S.D. Fla. Case Nos. 06-11877
& 06-11878).  Brian G. Rich, Esq., at Berger Singerman, P.A.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million and $50 million.


FALCONBRIDGE LTD: Phelps Not Surprised at Xstrata's Revised Offer
-----------------------------------------------------------------
Phelps Dodge Corporation issued a statement regarding Xstrata
Plc's revised offer for Falconbridge Limited:

"We are not surprised by Xstrata's increased bid for Falconbridge,
given the attractiveness of the Falconbridge assets.  Based on the
terms of our agreed combination with Inco, the implied value of
Inco's offer for Falconbridge is C$61.04 per share based on
[Monday's] closing price of Phelps Dodge shares.  The value of the
Inco offer is therefore currently superior to the Xstrata offer,
and we continue to believe the friendly three-way agreed
deal between Phelps Dodge, Inco and Falconbridge also will provide
the greatest long-term value for Falconbridge shareholders as well
as net benefits to Canada that would not be available under
Xstrata's hostile offer.  Importantly, Falconbridge shareholders
will have the ability to participate in the upside resulting from
the three-way combination through their ownership of almost 30% of
the combined company, which is not the case with Xstrata's cash
offer.  This upside includes a 30% share in the $900 million of
expected synergies, which have a net present value of
$5.8 billion."

As reported in yesterday's Troubled Company Reporter, Xstrata plc,
through its wholly-owned subsidiary Xstrata Canada Inc., increased
its fully underwritten all-cash offer to acquire all of the
outstanding common shares of Falconbridge Limited not already
owned by the Xstrata group from C$52.50 to C$59 in cash per
Falconbridge share, or a total consideration of C$18.1 billion
($16.2 billion).  The expiry time for the increased Xstrata offer
is on July 21, 2006, at midnight (Vancouver time).

                      About Phelps Dodge

Phelps Dodge (NYSE: PD) is one of the world's leading producers of
copper and molybdenum and is the largest producer of molybdenum-
based chemicals and continuous-cast copper rod.  The company
employs 13,500 people worldwide.


                        About Xstrata

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

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

                     About Falconbridge

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

                        *    *    *

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


FALCONBRIDGE LTD: Inco CEO Says Offer Still Better Than Xsrtata's
-----------------------------------------------------------------
Inco Chairman and CEO Scott Hand commented on the revised bid from
Xstrata plc for Falconbridge Limited:

"Inco's offer for Falconbridge remains the best alternative on the
table for Falconbridge shareholders, both in terms of immediate
and long-term value creation.  The implied value of our offer for
Falconbridge under our friendly three-way agreement with
Falconbridge and Phelps Dodge is C$61.65 per share, based on
[Tuesday's] mid-day share price for Phelps Dodge.  This represents
a premium of 4.5% above the Xstrata offer.

"Xstrata's offer also remains subject to a variety of conditions,
including receipt of necessary regulatory approvals, and
accordingly, Xstrata may not be able to close its offer on July 21
as they have stated.  By contrast, Inco has obtained all of the
regulatory clearances required to complete its transaction.

"Only Inco's offer gives both current Inco and Falconbridge
shareholders the opportunity to participate in the great earnings,
cash flow and growth potential of Phelps Dodge Inco.  Phelps Dodge
Inco will be the world's number one producer of nickel, and the
second largest producer of copper - the two metals with the best
fundamentals going forward.  It will also be one of the strongest
super-majors in the global mining industry, with an impressive
portfolio of greenfield and brownfield growth projects, and the
financial firepower to pursue a wide range of future options.

"Inco's offer, unlike Xstrata's, also provides the only
opportunity to fully capture the outstanding synergies available
in the Sudbury Basin and elsewhere.  To date, the synergies
identified through the Phelps Dodge Inco combination are estimated
at $900 million annually, with a net present value of
$5.8 billion.  By bringing Inco and Falconbridge operations
together in Sudbury, Phelps Dodge Inco is the only transaction
that offers significant new opportunities for investment, growth
and employment in the Sudbury Basin.

"For these reasons and others we strongly encourage Falconbridge
shareholders to tender their shares to the Inco offer."

As reported in yesterday's Troubled Company Reporter, Xstrata plc,
through its wholly-owned subsidiary Xstrata Canada Inc., increased
its fully underwritten all-cash offer to acquire all of the
outstanding common shares of Falconbridge Limited not already
owned by the Xstrata group from C$52.50 to C$59 in cash per
Falconbridge share, or a total consideration of C$18.1 billion
($16.2 billion).  The expiry time for the increased Xstrata offer
is on July 21, 2006, at midnight (Vancouver time).

                       About Inco

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

                       About Xstrata

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

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

                   About Falconbridge

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

                        *    *    *

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


GRAPHIC PACKAGING: Fitch Initiates Coverage With Low-B Ratings
--------------------------------------------------------------
Fitch Ratings initiated coverage of Graphic Packaging Corporation:

  -- Issuer Default Rating 'B'
  -- Senior secured revolver and term loan 'B+/RR3'
  -- Senior unsecured bonds 'B/RR4'
  -- Senior subordinated notes 'B-/RR5'

The Rating Outlook is Stable.

Approximately $2.0 billion in public securities and bank debt is
affected.  The ratings are a function of GPK's high leverage,
currently depressed profit margins and a resulting progressive,
but slow, restoration of financial metrics.  By the end of the
current year GPK's adjusted debt to EBITDA metric is likely to
remain north of 6.0 times, slightly better than last year's 6.8x.

Prices have finally started to move up for coated unbleached kraft
cartons, the company's heritage product line, but these take
awhile to negotiate into multi-year beverage carton contracts.  A
handful of beverage producers are influential in determining
prices, and negative to flat growth in beer consumption has
retarded volumes and GPK's sales growth.  A more profitable and
robust consumer products paperboard packaging business has helped
GPK offset declines in both beverage carton revenues and profits,
and in combination these businesses have been making money but
have been yielding a low coverage of GPK's debt costs.

To boost profitability and earn cash to repay debt, GPK has
focused on machine and systems efficiencies in its converting
operations to lower unit costs.  Over the past two years these
efforts have been eclipsed by the increase in feedstock costs for
fiber, chemicals, energy and labor, all while carton prices have
remained stagnant.  With inflation now working its way up into the
revenue line, GPK's earnings and its ability to repay debt should
show modest improvement.  However, significant improvement will
take time and is less certain.  Added progress in large measure
will depend on the company's ability to establish profitable new
product platforms in beverage and consumer packaging and to hang
onto them.

Of GPK's three classes of debt, Fitch estimates a likely recovery
of around 65% of secured principal, relative to a 50% recovery of
unsecured principal and a 15% recovery of subordinated principal
in a liquidation event.  These co-dependent recoveries are the
bases for a one-notch upgrade of GPK's secured debt and one-notch
downgrade of GPK's subordinated debt from the 'B' Issuer Default
Rating.

GPK is the largest producer of coated unbleached kraft paperboard
in North America and is the successor to the 2003 merger of
Graphic Packaging International Corporation and Riverwood Holding
Inc.  GPK is an international manufacturer and supplier of folding
cartons and multi-pack beverage containers and hybrid paperboard
containers for food, pharmaceuticals and other consumer non-
durables.


GREAT PANTHER: KPMG Raises Going Concern Doubt
----------------------------------------------
Auditors working for KPMG LLP in Vancouver, Canada, raised
substantial doubt about Great Panther Resources Limited's ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the years ended Dec. 31,
2005, and 2004.  The auditors pointed to the Company's recurring
losses and operating cash flow deficiencies.

Great Panther reported a net loss of CDN5,231,685 for the year
ended Dec. 31, 2005, compared to a net loss of CDN2,893,657 for
the same period in 2004.  The Company had no revenues in 2004 and
2005.

At Dec. 31, 2005, the Company's balance sheet showed CDN19,218,970
in total assets, CDN5,836,542 in total liabilities, and
CDN13,382,428 in shareholders' equity.  On that date, the Company
had CDN9,842,741 accumulated deficit.

                        Topia Mine Project

The Company purchased on June 30, 2005, 100% of the ownership
rights for $2,551,678 in all the fixed assets, machinery,
equipment and Topia Mining Concessions pursuant to the Topia
Purchase Agreement located in the Municipality of Topia, State of
Durango, Mexico.

                      Guanajuato Mine Project

The Company purchased on Oct. 25, 2005, a 100% ownership interest
for $7,250,000 in a group of producing silver-gold mines in
Guanajuato, Mexico, which includes two main properties, a plant,
workshops and administration facilities, mining infrastructure,
equipment, and certain surface rights (real estate).

                         Subsequent Events

Subsequent to Dec. 31, 2005, the Company raised gross cash
proceeds of approximately $5,600,000 from the exercise of warrants
and options, closed a $2.02 million convertible loan private
placement and also raised gross cash proceeds of $15,000,000
through a private placement.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?d96

Great Panther Resources Limited, through its acquisition of the
Topia and Guanajuato Mines in Mexico, has transformed itself from
a company that was exclusively focused on mineral exploration to a
company involved in the mining of precious and base metals.


GSAA HOME: Moody's Places Rating on Class B-3 Certificates at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by GSAA Home Equity Trust 2006-11 and ratings
ranging from Aa1 to Ba2 to the subordinate certificates in the
deal.

The securitization is backed by Goldman Sachs Mortgage Company
acquired adjustable-rate Alt-A mortgage loans.  The ratings
are based primarily on the credit quality of the loans,
and on the protection from subordination, excess spread,
overcollateralization, and an interest rate swap agreement.   
Moody's expects collateral losses to range from 0.95% to 1.15%.

Avelo Mortgage, L.L.C., Countrywide Home Loans Servicing LP,
National City Mortgage Co., and GreenPoint Mortgage Funding, Inc.
will service the loans.  Wells Fargo Bank, N.A. will act as master
servicer.  Moody's has assigned Wells Fargo its top servicer
quality rating as a master servicer.

The complete rating actions:

GSAA Home Equity Trust 2006-11, Asset-Backed Certificates, Series
2006-11

   * Cl. 1A1, Assigned Aaa
   * Cl. 2A1, Assigned Aaa
   * Cl. 2A2, Assigned Aaa
   * Cl. 2A3-A, Assigned Aaa
   * Cl. 2A3-B, Assigned Aaa
   * Cl. M-1, Assigned Aa1
   * Cl. M-2, Assigned Aa2
   * Cl. M-3, Assigned Aa3
   * Cl. M-4, Assigned A1
   * Cl. M-5, Assigned A2
   * Cl. B-1, Assigned A3
   * Cl. B-2, Assigned Baa1
   * Cl. B-3, Assigned Ba2


HANDMAKER JEWISH: Wells Fargo Wants to Propose Alternative Plan
---------------------------------------------------------------
Wells Fargo Bank, National Association, the trustee under the
October 1, 2000, bond indenture, asks the U.S. Bankruptcy Court
for the District of Arizona to terminate Handmaker Jewish Services
for the Aging's exclusive period to file a plan of reorganization
and to solicit acceptances for any plan.

Wells Fargo wants to file an alternative plan, which it says will
provide significantly greater recovery for all creditor classes,
including bondholders, through an auction sale of the Debtor's
assisted living facility plus a contribution from non-estate funds
held by Wells Fargo.

Philip R. Rudd, Esq., at Kutak Rock LLP, in Scottsdale, Arizona,
tells the Court that the Debtor's proposed Plan is facially
unconfirmable.  There must be an eventual, realistic end game to
the Debtor's reorganization case, Mr. Rudd argues.

The Debtor's estate consists of only four classes of creditors:

   (a) administrative priority claims consisting primarily of the
       U.S. Trustee's fees and the Debtor's professionals' fees;

   (b) the bondholders' allowed secured claim, and deficiency
       claim; if any;

   (c) a $19,000 claim secured by a vehicle; and

   (d) unsecured claims totaling around $440,000.

Mr. Rudd points out that because the Debtor is a non-profit
entity, there are no equity interests at stake to protect.  
Rather, the "Debtor" in this case -- the body that governs the
Debtor's actions -- is a volunteer board of directors who have no
economic stake in the Debtor's estate.  Nevertheless, despite
their lack of economic interest, the directors still has fiduciary
duties to the creditors in the Debtor's case.  

Under the Debtor's proposed Plan, administrative claimants will be
paid in full on the effective date; the bondholders will receive
$13.7 million over 30 years at 5.5% interest annually; the vehicle
claimant will receive $19,310.97 over six and a half years at the
contract rate of interest; and unsecured creditors will recover
around 10% of their claims in three years.  The current management
and board of directors will retain their positions.  

Generally, then, the Debtor's proposed Plan of Reorganization
consists of continuing business as usual, cramming down the
bondholders' secured claim to the Court-determined value of the
collateral without even an attempt to determine the actual market
value of the collateral, while reducing the interest rate to be
paid on the bonds, and discharging unsecured claims without paying
them a dime, Mr. Rudd laments.

                The Bond Trustee's Proposed Plan

Wells Fargo's anticipated competing plan is premised on:

   (a) the sale of the Debtor's facility, after an appropriate
       marketing period, to maximize the recovery to the
       bondholders; and

   (b) the contribution of certain funds held by Wells Fargo to
       pay unsecured claimants to ensure a significant recovery to
       unsecured creditors.

Mr. Rudd reminds the Court that Canyon Creek Development, LLC,
recently offered the Debtor $14.3 million to buy the Debtor's
assisted living facility.  The purchase price is $600,000 more
than the $13.7 million value the Court assigned to the facility.

Mr. Rudd highlights that the Bond Trustee's anticipated plan will
ensure that all classes of claims receive the maximum recovery
possible from the estate's assets.  The Plan preserves the
Debtor's ability to continue operating the facility, so long as it
is the highest and best bidder for the facility.  The Bond
Trustee's plan proposes to pay unsecured creditors more than they
can hope to recover under the Debtor's plan or under a Chapter 7
liquidation.  All unsecured creditors will be paid in full under
the Bond Trustee's proposed plan.

Mr. Rudd asserts that the Bond Trustee should be given the
opportunity to propose its plan to creditors, including
bondholders.  Creditors, including bondholders, are entitled to
have the opportunity to choose a better treatment of their claims
when such a result is so readily available and is plausible.  
Canyon Creek's offer demonstrates that the Bond Trustee's plan is
feasible and the best alternative for creditors, including
bondholders.  Indeed, under these circumstances where the Debtor
has, in hand, a binding purchase offer for an amount greater than
the Court-determined value, but continues to refuse to expose the
facility to the market to maximize recovery to creditors, the
Debtor's compliance with its fiduciary obligations to creditors
must be seriously questioned, Mr. Rudd argues.

Headquartered in Tucson, Arizona, Handmaker Jewish Services for
the Aging owns and operates a multiple residence-retirement
community complex facility.  The Company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Ariz. Case No. 05-05924).
Michael W. McGrath, Esq., at Mesch Clark & Rothschild, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $10,384,351 in assets
and $21,625,125 in debts.


HIGH VOLTAGE: Annuities Cost Less than PBGC's Multi-Mil. Claims
---------------------------------------------------------------
Stephen S. Gray, the chapter 11 trustee appointed in the
bankruptcy cases of High Voltage Engineering Corporation and
its debtor-affiliates may not terminate the pension plan.  
Thus, in this scenario, Pension Benefit Guaranty Corporation's
multi-million claim can then be scrapped.

Lisa E. Herrington, Esq., at Choate, Hall & Stewart, LLP, in
Boston, Massachusetts, reminds the Court that High Voltage is the
sponsor of the High Voltage Engineering Corporation Pension Plan.
The Plan provides pension benefits for the participants of the
Plan.  It has been amended several times to freeze future accruals
for certain classes of participants, with the result that no
employee accrued new benefits under the Plan after January 27,
1995, the effective date of the last amendment.

It appears that all of the accrued benefits are "guaranteed
benefits", as such term is used in Section 4022 of the Employee
Retirement Income Security Act of 1974, as amended.

On March 1, 2004, High Voltage and related entities filed their
first bankruptcy cases.  Under the confirmed plan of
reorganization in the 2004 case, general unsecured claims were
paid in full.  The 2004 Plan provided for the Pension Plan to
survive confirmation of the 2004 Plan and to remain unaffected.  
Accordingly, there was no distribution to PBGC on its contingent
claims in the 2004 case.

On Feb. 8, 2005, High Voltage and its surviving affiliated
entities, which include Robicon Corporation, Nicole Corporation,
Ansaldo Ross Hill, Inc., HVE Acquisition Corp., and Hivec
Holdings, Inc., again filed for bankruptcy.  On Feb. 17, 2005, the
Court sua sponte entered an Order for the appointment of a Chapter
11 Trustee, and Stephen S. Gray was appointed trustee.

The Trustee has liquidated substantially all of the Debtors'
assets and intends to finish that liquidation under a confirmed
plan of liquidation.  On May 27, 2005, PBGC timely filed proofs of
claim against each of the Debtors with regard to the Pension Plan.
PBGC filed claims for unfunded benefit liabilities for the Pension
Plan, contingent on the termination of the Plan, in the estimated
amount of $13,185,400, calculated as of an April 30, 2004 date of
Plan termination.  PBGC also filed unliquidated claims against
each Debtor for unpaid minimum funding contributions due under
Section 412 of the Internal Revenue Code and unpaid premiums under
Section 1307 of the Labor Code.  Those claims were filed as
unliquidated because High Voltage had not missed any contributions
or premiums at that time.

On June 27, 2006, PBGC filed an amended proof of claim relating to
the minimum funding contribution claim to reflect an accrued
contribution for the 2005 plan year of $1,288,008, which will
become due on Sept. 15, 2006.  Also on June 27, 2006, PBGC filed
an amended proof of claim relating to the Debtors' estimated
unfunded benefit liabilities in the amount of $14,399,800,
calculated as of a Dec. 31, 2005, date of Plan termination.

The Debtors' estates, on a consolidated basis, are solvent.  PBGC,
after learning that the estate is solvent, asked the Trustee if he
intended to initiate a standard termination of the Pension Plan
under Section 1341(b) of the Labor Code.  The Chapter 11 Trustee
has not done so, and the Plan remains ongoing.

It appears that the Debtors' estates have adequate funds to
satisfy the Pension Plan's benefit liabilities through the
purchase of annuities in the context of a standard termination.

In November 2005, the Chapter 11 Trustee obtained, on an informal
basis, nonbonding estimated price quotes for annuities from
several different annuity providers.  The net cost to the Debtors'
estate of obtaining annuities would be less than the amount of the
claim asserted by PBGC.

                        About High Voltage

Based in Wakefield, Mass., High Voltage Engineering Corporation --
http://www.asirobicon.com/-- owns and operates a group of three
industrial and technology based manufacturing and services
businesses.  HVE's businesses focus on designing and manufacturing
high quality applications and engineered products, which are
designed to address specific customer needs.  The Debtor filed its
first chapter 11 petition on March 1, 2004 (Bankr. Mass. Case No.
04-11586).  Its Third Amended Joint Chapter 11 Plan of
Reorganization was confirmed on July 21, 2004, allowing the
Company to emerge on Aug. 10, 2004.

High Voltage and its debtor-affiliates filed their second chapter
11 petition on Feb. 8, 2005 (Bankr. Mass. Case No. 05-10787).  S.
Margie Venus, Esq., at Akin, Gump, Strauss, Hauer & Feld LLP, and
Douglas B. Rosner, Esq., at Goulston & Storrs, represent the
Debtors.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represent the chapter 11 Trustee.  Ira M.
Levee, Esq., at Lowenstein Sandler PC and Steven B. Levine, Esq.,
at Brown Rudnick Berlack Israels LLP represent the Official
Committee of Unsecured Creditors.


INCO LTD: Phelps Dodge-Falconbridge Merger Gets DoJ Approval
------------------------------------------------------------
The U.S. Department of Justice and the Federal Trade Commission
found no antitrust problems with the proposed merger among Phelps
Dodge Corp. Inco Ltd. and Falconbridge Limited, globeandmail.com
reports.

The DoJ terminated the waiting period under the Hart-Scott-Rodino
antitrust act.  

As reported in the Troubled Company Reporter on June 28, 2006,
Phelps Dodge, Inco and Falconbridge agreed to combine in a
$56 billion transaction.  The new company will be named Phelps
Dodge Inco Corporation.  Phelps Dodge's two-phase plan starts by
Inco first buying Falconbridge and then Phelps buying the combined
company.  Under that plan Phelps Dodge adds on $22 billion of debt
and repurchases up to $5 billion in stock.

Phelps Dodge has offered Inco shareholders 0.672 of a Phelps Dodge
share, plus $17.50, for each Inco share.  Inco has offered $17.50
plus 0.55676 of an Inco share for each share of Falconbridge.

Xstrata PLC's is also offering to buy Falconrbidge for $59 per
share in cash or $14.6 billion.  Teck Cominco Limited will also
make a $15.3 billion cash and share offer to acquire all of the
outstanding shares of Inco, conditioned on Inco not completing its
announced takeover bid for Falconbridge Ltd.

                        About Phelps Dodge

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


                      About Falconbridge

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

                           About Inco

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

                         *     *     *

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


INCO LTD: Says Falconbridge Offer Still Better Than Xsrtata's
-------------------------------------------------------------
Inco Chairman and CEO Scott Hand commented on the revised bid from
Xstrata plc for Falconbridge Limited:

"Inco's offer for Falconbridge remains the best alternative on the
table for Falconbridge shareholders, both in terms of immediate
and long-term value creation.  The implied value of our offer for
Falconbridge under our friendly three-way agreement with
Falconbridge and Phelps Dodge is C$61.65 per share, based on
[Tuesday's] mid-day share price for Phelps Dodge.  This represents
a premium of 4.5% above the Xstrata offer.

"Xstrata's offer also remains subject to a variety of conditions,
including receipt of necessary regulatory approvals, and
accordingly, Xstrata may not be able to close its offer on July 21
as they have stated.  By contrast, Inco has obtained all of the
regulatory clearances required to complete its transaction.

"Only Inco's offer gives both current Inco and Falconbridge
shareholders the opportunity to participate in the great earnings,
cash flow and growth potential of Phelps Dodge Inco.  Phelps Dodge
Inco will be the world's number one producer of nickel, and the
second largest producer of copper - the two metals with the best
fundamentals going forward.  It will also be one of the strongest
super-majors in the global mining industry, with an impressive
portfolio of greenfield and brownfield growth projects, and the
financial firepower to pursue a wide range of future options.

"Inco's offer, unlike Xstrata's, also provides the only
opportunity to fully capture the outstanding synergies available
in the Sudbury Basin and elsewhere.  To date, the synergies
identified through the Phelps Dodge Inco combination are estimated
at $900 million annually, with a net present value of
$5.8 billion.  By bringing Inco and Falconbridge operations
together in Sudbury, Phelps Dodge Inco is the only transaction
that offers significant new opportunities for investment, growth
and employment in the Sudbury Basin.

"For these reasons and others we strongly encourage Falconbridge
shareholders to tender their shares to the Inco offer."

As reported in yesterday's Troubled Company Reporter, Xstrata plc,
through its wholly-owned subsidiary Xstrata Canada Inc., increased
its fully underwritten all-cash offer to acquire all of the
outstanding common shares of Falconbridge Limited not already
owned by the Xstrata group from C$52.50 to C$59 in cash per
Falconbridge share, or a total consideration of C$18.1 billion
($16.2 billion).  The expiry time for the increased Xstrata offer
is on July 21, 2006, at midnight (Vancouver time).
                  
                       About Xstrata

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

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

                    About Falconbridge

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

                          About Inco

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

                         *     *     *

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


INTEGRATED HEALTH: Briarwood to Appeal SPA Compliance Order
-----------------------------------------------------------
Abe Briarwood Corporation notifies the U.S. Bankruptcy Court for
the District of Delaware that it will appeal to the U.S. District
Court for the District of Delaware the Bankruptcy Court's order
dated June 20, 2006, denying Briarwood's requests to compel
Integrated Health Services, Inc., and its debtor-affiliates to
comply with the Stock Purchase Agreement and to permit it to
release certain funds held by it in escrow.

Briarwood's will ask the District Court to determine whether the
Bankruptcy Court erred in:

   1. denying Briarwood's request to compel the Debtors to
      comply with the SPA;

   2. denying its request to compel the IHS Liquidating LLC to
      reimburse Briarwood for:

       -- the $2,000,000 in trust fund taxes for employee wages
          that accrued prior to the closing of the SPA; and

       -- the $9,500,000 in overpayments made by Georgia Medicaid
          authorities to the Debtors prior to the closing; and

   3. denying Briarwood's request to release $1,554,815 in
      escrowed funds, which had been paid by the United States
      Centers for Medicare and Medicaid Services to IHS
      Liquidating.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 106; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERNATIONAL HELICOPTER: Section 341(a) Meeting Set for July 20
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of
International Helicopter, Inc.'s creditors at 2:30 p.m., on July
20, 2006, at the U.S. Courthouse Federal Building, 2110 First
Street 2-101 in Fort Myers, Florida.

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

Headquartered in Naples, Florida, International Helicopter, Inc.,
rents and leases helicopters.  The Company filed for chapter 11
protection on June 21, 2006 (Bankr. M.D. Fla. Case No. 06-03027).  
Stephen R. Leslie, Esq., and Edward J. Peterson, III, Esq., at
Stichter, Riedel, Blain & Prosser P.A., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets between $10 million and
$50 million and debts between $1 million and $10 million.


INTERNATIONAL HELICOPTER: Court Okays Stichter Riedel as Counsel
----------------------------------------------------------------
International Helicopter, Inc., obtained authority from the U.S.
Bankruptcy Court for the Middle District of Florida, Fort Myers
Division, to employ Stichter, Riedel, Blain & Prosser, P.A. as its
bankruptcy counsel, nunc pro tunc to June 21, 2006.

Stichter Riedel is expected to:

(a) advise the Debtor with respect to its powers and duties
     as debtor in possession;

(b) advise the Debtor with respect to its responsibilities
     in complying with the U.S. Trustee's Operating
     Guidelines and Reporting Requirements and with the rules
     of the Court;

(c) prepare motions, pleadings, orders, applications,
     adversary proceedings, and other legal documents
     necessary in the administration of this case;

(d) protect the interest of the Debtor in all matters
     pending before the Court; and

(e) represent the Debtor in negotiations with its creditors
     in the preparation of a plan.

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

         Professional                         Hourly Rate
         ------------                         -----------
         Stephen R. Leslie, Esq.                  $250
         Edward J. Peterson, III, Esq.            $210

         Partners                             $250 - $350
         Associates                           $135 - $210
         Paralegal                                $100

Stephen R. Leslie, Esq., a member at Stichter Riedel, tells the
Court that his Firm also represents Ellen Malloy, the Debtor's
president, in her chapter 11 bankruptcy case, filed on the same
day as the Debtor.  Mr. Leslie discloses that the firm received a
$30,000 retainer from Ms. Malloy.

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

Mr. Leslie can be reached at:

         Stephen R. Leslie, Esq.
         Stichter, Riedel, Blain & Prosser, P.A.
         110 East Madison Street, Suite 200
         Tampa, Florida 33602-4700
         Tel: (813) 229-0144
         Fax: (813) 229-1811
         http://www.srbp.com/

Headquartered in Naples, Florida, International Helicopter, Inc.,
rents and leases helicopters.  The Company filed for chapter 11
protection on June 21, 2006 (Bankr. M.D. Fla. Case No. 06-03027).  
Stephen R. Leslie, Esq., and Edward J. Peterson, III, Esq., at
Stichter, Riedel, Blain & Prosser P.A., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets between $10 million and
$50 million and debts between $1 million and $10 million.


JAMES MCALLISTER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtors: James J. McAllister
         Patricia L. McAllister
         dba McAllister's Tours & Charters
         P.O. Box 579
         Saint Marys, Pennsylvania 15857

Bankruptcy Case No.: 06-10780

Type of Business: The Debtors jointly filed for chapter 11
                  protection on January 30, 2006 (Bankr. W.D. Pa.
                  Case No. 06-10073), as an emergency filing.  
                  This case was dismissed by the Honorable Judge
                  Warren W. Bentz on March 21, 2006, due to an
                  objection of the Debtors' request for waiver of
                  debt counseling.

                  On July 5, 2006, the Debtors made a mistake
                  in attempting to reopen their previous
                  bankruptcy case, since the original chapter 11
                  case was dismissed.  Accordingly, the Debtors
                  have filed for a new chapter 11 protection on
                  July 11, 2006.

Chapter 11 Petition Date: July 11, 2006

Court: Western District of Pennsylvania (Erie)

Debtors' Counsel: Louis A. Margiotti, Esq.
                  221 North Mill Avenue
                  Ridgway, Pennsylvania 15853
                  Tel: (814) 772-5297
                  Fax: (814) 772-0107

Estimated Assets: Unknown

Estimated Debts:  Unknown

The Debtors did not file a list of their 20 largest unsecured
creditors.


JDA SOFTWARE: Discloses Preliminary Second Quarter 2006 Results
---------------------------------------------------------------
JDA Software Group, Inc., disclosed preliminary financial results
for the second quarter ended June 30, 2006.  Based on unaudited
results, JDA anticipates total revenues ranging from $50.9 to
$51.8 million and software revenues of approximately $10.4 million
for second quarter 2006, compared to total revenues of
$54.9 million and software revenues of $15.3 million for second
quarter 2005.

JDA expects GAAP net income for second quarter 2006 to be $0.01 to
$0.03 per share, as compared to a GAAP net income of $3.6 million
in second quarter 2005.

"While we are disappointed with our results for second quarter
2006, our expectations for our business entering the second half
of 2006 are positive, especially with the successful close of our
Manugistics acquisition yesterday," commented Hamish Brewer, JDA
chief executive officer.  "With the additional scale, new
verticals and expanded reach up the supply chain that our
Manugistics acquisition delivers, we are confident in our
prospects for significant earnings expansion in 2006 and
accordingly, are providing updated guidance for fiscal year 2006
this morning."

JDA plans to announce final results during its regularly scheduled
Q2 conference call on July 24, 2006.

              Updated Projections for Full Year 2006  

With the close of the Manugistics acquisition, JDA provided the
updated projections for its fiscal year 2006, including
Manugistics for the second half:

     -- Projected software revenues: $61 million to $70 million
     -- Projected total revenues: $290 million to $299 million
     -- Projected adjusted operating margin: 13% to 15%
     -- Projected adjusted EBITDA: $44 million to $53 million

                       About JDA Software

Headquartered in Scottsdale, Arizona, JDA Software Group, Inc.
(Nasdaq:JDAS) -- http://www.jda.com/-- provides software  
solutions tailored to the retail industry and their suppliers.  
JDA commits significant resources to advancing the JDA
Portfolio(R) suite of supply and demand chain solutions.  JDA
Portfolio software enables high-performance business process
optimization and execution from the manufacturer's plant, through
distribution to an end customer or a retailer's shelf.

                         *     *     *

As reported in the Troubled Company Reporter on June 12, 2006,
Moody's Investors Service assigned a B1 corporate family rating
and B1 ratings to JDA Software Group's proposed $50 million
six-year first lien senior secured Revolver and $175 million
first lien Term Loan B.  The outlook is stable.

As reported in the Troubled Company Reporter on June 9, 2006,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to JDA Software Group, Inc.  At the same time,
Standard & Poor's assigned its 'B+' senior secured ratings, with a
recovery rating of '2', to JDA's $225 million senior secured bank
facilities, consisting of a $50 million revolving credit facility
(due 2012); and a $175 million term loan B (due 2013)


JRV INDUSTRIES: Judge Funk Says Plan Not Feasible, Unconfirmable
----------------------------------------------------------------
The Honorable Jerry A. Funk of the U.S. Bankruptcy Court for the
Middle District of Florida refused to confirm a chapter 11 plan
proposed by JRV Industries, Inc.  Judge Funk says that the Plan is
not feasible and doesn't pass muster under Section 1129(a)(11) of
the Bankruptcy Code.

The Debtor's original plan, filed on January 28, 2005, provided
for an estimated $7,895.68 monthly payment to secured and
unsecured creditors, exclusive of administrative claims.  The plan
also provided for Mazak Corporation to have a secured claim of
$225,000 and an unsecured claim for $193,139.44.  Mazak's
unsecured deficiency claim was to be classified with all other
unsecured claims.

At a confirmation hearing on November 3, 2005, Mazak raised an
issue regarding the reclassification of Tennessee Engine Works
Corp.'s reclassification claims.

As reported in the Troubled Company Reporter on June 9, 2006,
The Debtor argued that it had properly classified TEW's Section
1111(b) deficiency claim with all other unsecured creditors.  
Judge Funk ruled that TEW's deficiency claim against the Debtor is
a non-recourse debt and is not sufficiently dissimilar from other
unsecured claims to mandate separate classification in the Plan
pursuant to 11 U.S.C. Sec. 1122.  Judge Funk recognized a split of
authority on this issue and disagreed with the approach taken by
the Seventh Circuit Court of Appeals.

At the January 2006 confirmation hearing, the Court noted that the
Debtor was woefully unprepared to present evidence for
confirmation.  Jay R. Vass, the president of JRV Industries, did
not proffer any evidence to substantiate why the Debtor's Plan
should be confirmed.  One measure Mr. Vass was taking to ensure a
profit for JRV was to not take a salary for services rendered as
president of JRV.  Despite the inadequate presentation of evidence
and the cavalier attitude of Mr. Vass with respect to the prospect
of reorganization, the Court exercised its authority under 11
U.S.C. Sec. 105 to give JRV one final chance to prove why its Plan
should be confirmed.

At a third confirmation hearing in March 2006, the Debtor
presented evidence that the Plan should be confirmed.  Mr. Vass
testified that the Plan provided for monthly payments of
approximately $5,800, $7,900 less the adequate protection payments
to Mazak, and that JRV had sufficient income to make these
payments.  In addition to paying administrative claims, Mr. Vass
also testified that the Debtor had $28,192.53 in its bank account,
and was ready to pay $3,800 of postpetition debts that accumulated
since the January Hearing.

Mr. Vass also testified that JRV's financial position had changed
so that it was finally making a profit after the year-and-a-half
deficit it had been in during the course of the Chapter 11
proceedings.  This was achieved by "dramatically increas[ing]
sales and . . . reduc[ing] expenses."  Yet Mr. Vass also admitted
during cross-examination that "cash available to creditors is
$107,000 less than [JRV] had projected [it] would need to fund
[its] plan through" the date of the March 2006 Hearing.

In Findings of Fact and Conclusions of Law published at 2006 WL
1660809, Judge Funk rules that for a Chapter 11 plan to be
confirmed, it must first meet the requirements set out in
11 U.S.C. Sec. 1129.  All of the stated requirements must be met,
except Section 1129(a)(8), which requires acceptance of the plan
by impaired classes, which can be considered separately upon a
motion for cramdown pursuant to Section 1129(b).  Judge Funk finds
that the Plan does not meet the good faith standard under Section
1129(a)(3) or the feasibility standard under Sec. 1129(a)(11).

                      Plan Not Feasible

Judge Funk says that the "feasibility" requirement under Section
1129(a)(11) mandates that a court shall confirm a plan only if:
Confirmation of the plan is not likely to be followed by the
liquidation, or the need for further financial reorganization, of
the debtor or any successor to the debtor under the plan, unless
such liquidation or reorganization is proposed in the plan.
In essence, this section of the Code "is designed primarily to
prevent confirmation of visionary schemes that promise a greater
distribution than the debtor or plan proponent could ever attain."
In re Proud Mary Marina Corp., 338 B.R. 114, 123 (Bankr. M.D. Fla.
2006)(citing In re Bravo Enter. USA, LLC, 331 B.R. 459, 474
(Bankr. M.D. Fla. 2005).  "Basically, feasibility involves the
question of the emergence of the reorganized debtor in a solvent
condition and with reasonable prospects of financial stability and
success." In re Mulberry Phosphates, Inc., 149 B.R. 702, 708
(Bankr. M.D. Fla. 1993)

The Court finds that JRV's past performance indicates that over
the past year and a half JRV has been unstable. At the March
Hearing, the evidence presented by JRV was not corroborated by a
certified public accountant or other credible source to verify the
accuracy of JRV's cash flow.  Furthermore, Mr. Vass, the sole
shareholder and president, is not even taking a salary, which
suggests desperate measures to ensure survival of the company.  
And lastly, the Court does not find Mr. Vass credible in his
testimony.

As such, the Plan does not "provide a realistic and workable
framework of reorganization."  Proud Mary at 123.  Instead, the
totality of the circumstances suggests that JRV does not have a
reasonable assurance of success in this Chapter 11 reorganization.  
Therefore, the Court is of the opinion that JRV simply cannot
emerge from this process "in a solvent condition and with
reasonable prospects of financial stability and success."  
Mulberry Phosphates at 708.  Thus, Judge Funk finds JRV's plan is
not feasible.

                 Plan Not Filed in Good Faith

Judge further says that the Plan fails to Comply with Section
1129(a)(3).  Although the Code does not specifically define good
faith, courts have generally reviewed the totality of the
circumstances to decide whether there is a " reasonable likelihood
that the plan will achieve a result consistent with the objectives
and purposes of the Code."  McCormick v. Banc One Leasing Corp.
(In re McCormick), 49 F.3d 1524, 1526 (11th Cir. 1995); Bravo
Enter., 331 B.R. at 472 (citation omitted).  "In finding a lack of
good faith, courts have looked to whether the debtor intended to
abuse the judicial process and the purposes of the reorganization
provisions."  Bravo Enter., 331 B.R. at 472 (quoting In re Valley
View Shopping Center, L.P., 260 B.R. 10, 27)(Bankr. D. Kan. 2001).
Yet "[t]he focus of a court's inquiry is the plan itself, and
courts must look to the totality of the circumstances surrounding
the plan. . . ."  McCormick, 49 F.3d at 1526.

The Court finds that the totality of the circumstances reveal that
JRV's Plan was not filed in good faith.  This case has lagged on
through three confirmation hearings.  While the November Hearing
dealt with extraneous issues, at the January Hearing JRV was
wholly unprepared to present evidence that the Plan should be
confirmed.  At that point in time, JRV had filed its Plan almost a
year prior to that occasion, thus having given Vass plenty of time
to have acquired all necessary documentation to prove why JRV's
Plan should have been confirmed.  In addition, Vass testified that
he is not taking a salary in order to cut JRV's expenses.  Yet
despite such measures, JRV was still not able to show a profit for
a year-an-a-half after filing for reorganization.  The Code is
designed to give debtors a "reasonable opportunity to make a fresh
start."  McCormick, 49 F.3d at 1526.  Without its principal
employee taking a salary, and considering it has been in a deficit
for most of the time it has been under the protections of the
Code, JRV is incapable of emerging from this process as a company
able to make a fresh start.  As such, a foundering company that
files for reorganization, under a totality of the circumstances,
has not filed its plan in good faith.

Lastly, Judge Funk says he's been placed in the precarious
situation of deciding the Reclassification Decision.  The Court
firmly believes that non-recourse deficiency claims cannot be
separated from other unsecured claims, which is consonant with the
majority view of circuit courts.  However, utilizing the law to
gerrymander the vote in order to confirm a plan that is not
feasible is an abuse of the process and goes against the
objectives and purposes of the Code.

JRV Industries, Inc., dba BRC Performance, filed a Chapter 11
bankruptcy petition on June 17, 2004 (Bankr. M.D. Fla. Case No.
04-62363).  Lisa C. Cohen, Esq., at Ruff & Cohen, P.A., represents
the Debtor.  When the company sought chapter 11 protection it
estimated its assets between $1 million and $10 million and debts
between $500,000 and $1 million.


KAISER ALUMINUM: Court Approves Zurich Settlement Pact
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware:

   (i) approved Kaiser Aluminum & Chemical Corporation and its
       affiliates' settlement agreement with Zurich Insurance
       Company (Switzerland), and Zurich International (Bermuda),
       Ltd.; and

  (ii) authorized the sale of certain Zurich-issued policies back
       to Zurich free and clear of liens, claims, encumbrances or
       other interests.

As reported in the Troubled Company Reporter on June 15, 2006,
Zurich agreed to make a $1,600,000 settlement payment not later
than June 30, 2006, pursuant to the Settlement Agreement.

Zurich will deliver the settlement amount to U.S. Bank National
Association, as settlement account agent, unless a Trigger Date
has occurred, in which case, payment will be made to Wells Fargo
Bank, N.A., as insurance escrow agent, for distribution to the
Funding Vehicle Trust.

Other terms of the Settlement Agreement are:

   (a) Zurich will receive all benefits of being designated as a
       Settling Insurance Company in the Plan of Reorganization,
       including the benefits of the Personal Injury Channeling
       Injunctions;

   (b) KACC releases all its rights with respect to Zurich's
       participation under the Subject Policies and other rights
       under additional policies, and will dismiss Zurich from
       the Products Coverage Action;

   (c) KACC will sell the Subject Policies back to Zurich, and
       Zurich will buy back the Policies free and clear of all
       liens, claims, or interests, with Zurich's payment of the
       Settlement Amount constituting the consideration for the
       buy-back;

   (d) If any claim is brought against any of the Zurich that is
       subject to a PI Channeling Injunction, the Funding Vehicle
       Trust will exercise all reasonable efforts to establish
       that the claim is enjoined as to Zurich; and

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

       * reimbursement of any payments that it is obligated
         to make under the Settlement Agreement;

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

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

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading    
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on Feb.
12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.  
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.  
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 100;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


L-T INC: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------
Debtor: L-T, Inc.
        dba Littleton Texaco
        dba Littleton NAPA Auto Care Center
        5890 South Santa Fe Drive
        Littleton, Colorado 80120-1815

Bankruptcy Case No.: 06-14293

Type of Business: The Debtor is a full-service, one stop
                  automotive service and repair center, offering
                  professional quality car-care.

Chapter 11 Petition Date: July 11, 2006

Court: District of Colorado (Denver)

Debtor's Counsel: David Paul Smith, Esq.
                  3438 South Broadway
                  Englewood, Colorado 80113
                  Tel: (303) 762-9153

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Internal Revenue Service         Federal Withholding     $185,043
Federal Withholding Collections  Taxes
600 17th Street
Denver, CO 80202-5402

City of Littleton                Sales Tax                $64,353
Finance Department
2255 West Berry Avenue
Littleton, CO 80120-1151

Arapahoe County Treasurer        Property Taxes           $17,500
5334 South Prince Avenue
Littleton, CO 80166-0001


LEVEL 8: March 31 Balance Sheet Upside-Down by $15 Million
----------------------------------------------------------
Level 8 Systems, Inc., filed its financial statements for the
quarter ended March 31, 2006, with the Securities and Exchange
Commission.

The Company reported a $576,000 net loss on $281,00 of revenues
for the three months ended March 31, 2006, versus a $1,031,000 net
loss on $153,000 of revenues for the three months ended March 31,
2005.

At March 31, 2006, the Company's balance sheet showed $299,000 in
total assets and $15,950,000 in total liabilities resulting in a
stockholders' deficit of $15,651,000.

Full-text copies of the Company's financial statements for the
quarter ended March 31, 2006, are available for free at:

               http://ResearchArchives.com/t/s?d8f

                       Going Concern Doubt

Margolis & Company P.C. expressed substantial doubt about Level
8's ability to continue as a going concern after it audited the
Company's financial statements for the years ended December 31,
2005 and 2004.  The auditing firm pointed to the Company's
recurring losses from operations and working capital deficiency.

                          About Level 8

Headquartered in Farmingdale, New Jersey, Level 8 Systems, Inc. --
http://www.level8.com/-- provides next generation application  
integration products and services that are based on open
technology standards and are licensed to customers across a broad
range of industries.


LEVITZ HOME: Judge Lifland Approves Assumption of 27 Contracts
--------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York grants Levitz Home Furnishings,
Inc. and its debtor-affiliates' request to assume and assign 27
Designated Contracts to PLVTZ, LLC.  The Debtors will pay Discover
Card a $61,254 modified cure amount for the assumption and
assignment of the Merchant Services Agreement.

The Court has not yet ruled on the Debtors' request with respect
their "Agreement for Automated Outbound Confirmation Calls" with
West Interactive Corporation.

As reported in the Troubled Company Reporter on June 29, 2006,
Levitz Home Furnishings, Inc. and its debtor-affiliates asked the
U.S. Bankruptcy Court for the Southern District of New York to
approve the assumption and assignment of the 28 Designated
Contracts to PLVTZ, LLC:

    Counterparty     Designated Contract              Cure Amount
    ------------     -------------------              -----------
    Gers, Inc.       Sales and License Agreement; and          $0
                     Institute Membership Agreement

    AT&T             K-II Consortium Agreement             $3,634

    TALX             Unemployment Compensation               $122
    Corporation      Hearings Services Agreement

    Hewlet-Packard   Mainframe Support Services                $0
                     Agreement

    Lan Logics       Printers Maintenance and Repair           $0
                     Agreement

    Demand           Software License Agreement                $0
    Solutions

    Vsa*Fax (Esker)  Software Agreement for Fax                $0
    Esker Inc.       Messages

    Stile Import,    Customs and Freight Agreement             $0
    Associates Ltd.

    National Check   Check Guaranty Services Contract          $0
    Trust

    Alliance Data    Terminal Services Agreement and      $27,751
    Sytems, Inc.     Customer Agreement

    First National   Internet Credit Card Processor            $0
    Merchant         Agreement
    Services

    Visa             Bankcard Agreement through                $0
                     Alliance Data Systems, Inc.

    Mastercard       Bankcard Agreement through                $0
                     Alliance Data Systems, Inc.

    UBS              Agreement for 401(k) Support              $0
                     Services

    Al Rossy         Agreement for Security                    $0
    Investigations   Investigations

    Nextira One      Three Agreements for Phone            $4,612
                     System Maintenance

    Inovis USA Inc.  Amended Managed Services              $5,144
                     Agreement

    Kronos (Time     Sales, Software and License           $7,058
    Keeper           Agreement
    International)

    ADP, Inc.        Master Services Agreement                 $0

    Discover Card    Merchant Services Agreement               $0

    William J.       Furniture Repair Services                 $0
    Conlon & Sons    Contract
    Inc.

    MFS              Agreement for 401(k) Support              $0
                     Services

    HSBC             Amended and Restated Merchant             $0
    (Household)      Agreement

    Oracle           Amended License and Services          $6,170
                     Agreement

    Townsend         Computer and Printer Maintenance        $704
    Computer         Contract
    Technologies LLC

    Rhodes, Inc.     License Agreement for Use of              $0
                     Service Mark

    West             Agreement for Automated Outbound     $46,253
    Interactive      Confirmation Calls
    Corporation

    Furnishnet,      Retail Support and Services               $0
    Inc.             Agreement

A full text copy of the chart indicating the 28 Designated
Contracts is available for free at:

             http://ResearchArchives.com/t/s?c7f  

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of   
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MERITAGE HOMES: Credit Facility Increased to $850 Million
---------------------------------------------------------
Meritage Homes Corporation expanded its revolving credit facility
by $50 million with the addition of a new lender to the bank
group.  The expansion was pursuant to an accordion feature that
allows the maximum capacity of the facility to be increased to
$1.05 billion, as may be requested by Meritage.  As a result, the
facility's total committed balance increased to $850 million, and
the remaining accordion is $200 million, subject to certain
conditions.

"We welcome BNP Paribas to our bank group and appreciate their
commitment to our continued operations and future growth," said
Steven J. Hilton, Chairman and Chief Executive Officer of Meritage
Homes.  "The increase in our credit facility, coupled with our
strong balance sheet, provides us the financial flexibility to
pursue opportunities for solid shareholder returns over the long
term."

                   About Meritage Homes Corp.

Headquartered in Scottsdale, Arizona, Meritage Homes Corporation
(NYSE: MTH) -- http://www.meritagehomes.com/-- is a leader in the  
consolidating homebuilding industry.  Meritage operates in fast-
growing states of the southern and western United States,
including six of the top 10 single-family housing markets in the
country, and has reported 18 consecutive years of record revenue
and net earnings.

                         *     *     *

Meritage Homes Corp.'s 7% Senior Notes due 2014 carry Moody's
Investors Service's Ba2 rating, Fitch Ratings' BB rating and
Standard & Poors' BB- rating.


METABOLIFE INT'L: Taps LECG as Forensic Electronic Data Expert
--------------------------------------------------------------
The Honorable John J. Hargrove of the U.S. Bankruptcy Court for
the Southern District of California in San Diego authorized
Christopher R. Barclay, in his capacity as the Responsible Natural
Person for Metabolife International, Inc., and Alpine Health
Products, LLC, to employ LECG, LLC, as his forensic electronic
data collection and preservation professionals, nunc pro tunc to
May 9, 2006.

The Bankruptcy Court authorized Mr. Barclay to employ
Mack/Barclay, Inc., to provide forensic data collection and
preservation services on Oct. 14, 2005.

Effective May 9, 2006, the owners of MBI sold some of its assets
to LECG.  On that date, substantially all of MBI's professionals
became employees of LECG.

Mr. Barclay wants LECG to provide forensic data collection and
preservation services in place of MBI so that continuity of the
engagement team will be preserved.

LECG will continue to perform MBI's services.  LECG will collect,
preserve, and analyze electronic data from the Debtors' network
servers, computers, and hard drives.  Preservation of information
is required pursuant to the Debtors' record retention in
connection with ongoing criminal proceedings and:

   -- for use in the defense of ephedra-related tort actions and
      to comply with Mr. Barclay's discovery obligations in
      connection with those actions, and

   -- to investigate, identify, and prosecute possible claims
      belonging to the Debtors against third parties.

Marvin A. Tenenbaum, a general counsel at LECG, discloses the
Firm's hourly rates:

      Designation                     Hourly Rate
      -----------                     -----------
      Principal & Director            $295 - $415
      Senior Professional Staff       $190 - $275
      Associate & Senior Associate    $150 - $225
      Research Analyst                $100 - $175
      Paraprofessional                 $65 -  $95

Mr. Tenenbaum assures the Court that the Firm has no interest
materially adverse to the Estate or any party-in-interest and is
disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements    
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


MIRANT CORP: Plans Equity Repurchase & Sale of Int'l Businesses
---------------------------------------------------------------
Mirant Corporation reported a strategic plan to enhance
shareholder value.  The elements of Mirant's plan are

   (1) the immediate launch of a modified "Dutch Auction" tender
       offer for up to 43 million shares of Mirant common stock,
       using available cash and cash to be distributed to Mirant
       upon completion of a term loan to be entered into by
       Mirant's Philippines business, and

   (2) the commencement of auction processes to sell Mirant's
       Philippines and Caribbean businesses.  As Mirant generates
       cash through these sales, it plans to continue returning
       cash to its shareholders.

"Our strategic plan reflects our continued commitment to enhance
shareholder value, both through the return of cash to our
shareholders and through our continuing U.S. business," Mirant
Chairman and Chief Executive Officer Edward R. Muller said.

                        Share Repurchases

Mirant's Board of Directors authorized the repurchase of up to 43
million shares of Mirant common stock for an aggregate purchase
price of up to $1.25 billion.  The repurchase will be made through
a modified "Dutch Auction" tender offer in which Mirant's
shareholders will be given the opportunity, subject to certain
conditions, to sell all or a portion of their shares of Mirant
common stock to Mirant at a price not less than $25.75 and not
more than $29.00 per share.  The tender offer will commence
tomorrow and will be funded through a combination of cash on hand
and cash distributed to Mirant upon completion of a term loan to
be entered into by Mirant's Philippines business.

                Sales of International Businesses

Mirant also is commencing auction processes to sell its
Philippines and Caribbean businesses.  Certain of the sales will
be subject to regulatory and other approvals and consents.  The
planned sales will result in these businesses being reported as
"discontinued operations" beginning in the third quarter of 2006.  
The sales are expected to close by mid-2007.  As Mirant generates
cash from these sales, it plans to continue returning cash to its
shareholders while maximizing the value of its net operating loss
carryforwards.

Mirant's financial advisor for the sale of the Philippines
business will be Credit Suisse.  JPMorgan will serve as financial
advisor for the sale of the Caribbean businesses.

Mirant has ownership interests in three generating facilities in
the Philippines: Sual, Pagbilao and Ilijan.  Its net ownership
interest in these three generating facilities to be sold is 2,203
MW.  The Philippines business contributed $370 million in adjusted
EBITDA in 2005.  In light of its decision to sell its Philippines
business, Mirant has adjusted its plan to recapitalize the
business.  The recapitalization will now consist of a $700 million
term loan for which Mirant has obtained a commitment from Credit
Suisse.  The term loan will be prepayable at par.

Mirant's net ownership interest in the Caribbean businesses
comprises 1,050 MW.  The ownership includes controlling interests
in two vertically integrated utilities: an 80% interest in Jamaica
Public Service Company Limited and a 55% interest in Grand Bahama
Power Company.  Mirant also owns a 39% interest in the Power
Generation Company of Trinidad and Tobago, and a 25.5% interest in
Curacao Utilities Company.  In 2005, the Caribbean businesses
contributed $156 million in adjusted EBITDA.

                       Continuing Business

The continuing business of Mirant will consist of its 14,161 MWs
in the United States.  Mirant expects to generate sufficient cash
from its continuing business to meet all of its capital
requirements, including planned environmental capital
expenditures.

                    Estimated Available Cash

Proceeds for the tender offer will come from available cash on
hand of $885 million and cash to be distributed to Mirant upon
completion of the $700 million term loan to be entered into by
Mirant's Philippines business.  The remainder of the term loan
will be used to pay off existing debt in the Philippines.

                     Details of Tender Offer

The modified "Dutch Auction" tender offer for shares of Mirant
common stock will commence tomorrow and will expire on Aug. 21,
2006, at 5:00 p.m., New York City time, unless extended by Mirant.  
Under the tender offer, Mirant's shareholders will have the
opportunity to tender all or a portion of their shares at a price
not less than $25.75 and not more than $29.00 per share.  Based on
the number of shares tendered and the prices specified by the
tendering shareholders, Mirant will determine the single per share
price within the specified range that will allow it to buy 43
million shares, or such lesser number of shares that are properly
tendered.  If shareholders properly tender more than 43 million
shares at or below the determined price per share, Mirant will
purchase shares tendered by such shareholders, at the determined
price per share, on a pro rata basis based upon the number of
shares each shareholder tenders.  All shares that have been
tendered and not purchased will be promptly returned to the
shareholder.  Shareholders whose shares are purchased in the offer
will be paid the determined purchase price per share net in cash,
without interest, after the expiration of the offer period.

The tender offer is not contingent upon any minimum number of
shares being tendered.  The offer is, however, subject to certain
terms and conditions that will be specified in the offer to
purchase to be distributed to shareholders, including obtaining
the necessary financing for the offer through the term loan to be
entered into by Mirant's Philippines business.  JPMorgan will
serve as dealer manager for the tender offer.  Innisfree M&A
Incorporated will serve as information agent and Mellon Investor
Services will act as depositary.

                       About Mirant Corp.

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 CORP: Assets Sale Cues Fitch to Put B+ Rating on Neg. Watch
------------------------------------------------------------------
Fitch Ratings placed the ratings of Mirant Corp., including the
Issuer Default Rating of 'B+') and its subsidiaries on Rating
Watch Negative following its announced plans to buy back stock and
sell its Philippine and Caribbean assets.

The company plans to use available cash on-hand of approximately
$1.2 billion and repatriated funds of $376 million from a
refinancing of the Philippine assets to repurchase up to 43
million shares of common stock under an auction process for a
total price of up to $1.25 billion.  This use of cash along with
the sale of Mirant's higher margined international assets, which
Fitch expected would generate 30% to 40% of consolidated EBITDA in
2006, will also reduce the company's liquidity position and thus
financial flexibility.

The announcement follows a recent unsolicited offer to purchase a
competitor which has since been terminated, and Fitch believes
further strategic announcements are likely as management has not
yet articulated its plans for the cash generated from the sale of
the international assets.  Redeployment of the sales proceeds
combined with the planned treasury share repurchase and pending
sale of international assets will transform Mirant's business
franchise, risk and financial profile.

Mirant will be challenged to redeploy the cash generated from the
international asset sales in a manner that maintains leverage and
coverage metrics.  Consequently, in the absence of the use of the
proceeds from the sale of the international assets to pay down
debt in a material way, Fitch expects to downgrade Mirant's
ratings.

Mirant, through its subsidiaries, is engaged in the generation and
sale of electricity in the wholesale power markets in the U.S.
Additionally, Mirant has interests in power projects and
vertically integrated utilities in the Philippines and the
Caribbean.

Ratings affected are:

  Mirant Corp.:

    -- Issuer Default Rating 'B+'

  Mirant Mid-Atlantic LLC:

    -- IDR 'B+'
    -- Pass-through certificates 'BB+/Recovery Rating RR1'

  Mirant North America, Inc.:

    -- IDR 'B+';
    -- Senior secured bank debt 'BB/RR1';
    -- Senior secured term loan 'BB/RR1';
    -- Senior unsecured notes 'BB-/RR1'.

  Mirant Americas Generation, LLC:

    -- IDR 'B+'
    -- Senior unsecured notes 'B/RR5'


MIRANT CORP: S&P Places B+ Corporate Credit Rating on Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'B+' corporate
credit ratings on Mirant Corp. and its subsidiaries:

   * Mirant North American LLC,
   * Mirant Americas Generating LLC, and
   * Mirant Mid-Atlantic LLC

on CreditWatch with negative implications.

The CreditWatch listing follows Mirant's announcement that they
will buy back up to 43 million common shares with cash on hand and
cash to be freed up from a near-term recapitalization of its
Philippines business.  Mirant also announced that its Philippines
and Caribbean businesses will be sold through an auction process.
The use of cash to buy back the company's common stock will reduce
Mirant's liquidity position to levels below those established,
when the company emerged from bankruptcy in late 2005.

The sale of the international assets will reduce future cash
flow and more importantly, reduces the company's portfolio
diversification.  The share repurchases and divestitures are both
negative for credit quality and could lead to a downgrade of
company ratings.  Mirant's management stated on their analyst call
that as the company generates cash, they plan to return it to
their shareholders, and that at present, there is no intention to
repay any debt at MNA, MAG or MIRMA.

"Standard & Poor's expects to resolve the CreditWatch with
negative implications listing over the near term," said Standard &
Poor's credit analyst Arthur F. Simonson.

After the sale of the international assets, Mirant will largely be
a U.S. merchant power generator.

"We will analyze the company's ability to generate cash flow and
the volatility profile of that cash flow in relation to Mirant's
capital structure, when determining the appropriate rating
levels," he continued.


MPM TECH: March 31 Balance Sheet Upside Down by $7.7 Million
------------------------------------------------------------
MPM Technologies, Inc., reported financial results for the three
months ended March 31, 2006.  The Company reported a $284,959 net
loss on $393,488 of revenues for the three months ended March 31,
2006.

At March 31, 2006, the Company's balance sheet showed $1,837,699
in total assets and $9,598,373 in total liabilities resulting in a
$7,760,674 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $282,600 in total current assets available to pay
$6,306,685 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?d7a

                       Going Concern Doubt

Rosenberg Rich Baker Berman & Co., in Bridgewater, New Jersey,
raised substantial doubt about MPM Technologies'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 inability to generate
significant revenues and working capital deficiency of $5,822,003
at December 31, 2005.

                         About MPM Tech

Incorporated in 1983, MPM Technologies, Inc., through its wholly
owned subsidiary NuPower, Inc., engages in waste-to-energy
development and commercialization.


NATIONAL ENERGY: Project Lenders Can Add Claims Until October 2
---------------------------------------------------------------
At the La Paloma and Lake Road Lenders' behest, the U.S.
Bankruptcy Court for the Middle District of Maryland extends
its May 4, 2006 order authorizing the inclusion of the Additional
Claims in the Claims Reserve until Oct. 2, 2006.

The steering committees of Lake Road and La Paloma project
lenders reiterated their request that the Bankruptcy Court
reconsider or, in the alternative, to extend its order
authorizing the inclusion of the Additional Claims in the Claims
Reserve through the conclusion of the Lenders' appeal before the
U.S. District Court for the District of Maryland.

The District Court, on May 10, 2006, entered an order:

   (1) affirming Judge Mannes' Disallowance Order insofar as it
       relates to the Interest claims; and

   (2) vacating the Disallowance Order insofar as it concerns the
       Expenses claims.

National Energy & Gas Transmission, Inc. conveyed in its objection
to the Lenders' request for reconsideration that it does not
intend to maintain the Disputed Claims Reserve at a level
sufficient to pay the Interest Claims if they are ultimately
allowed.

If the Lenders are successful on their appeal to U.S. Court of
Appeals for the Fourth Circuit with respect to the Interest
claims, they risk being left with having to engage in additional
litigation with NEGT or other creditors to obtain disgorgement of
funds released improvidently, , Luc A. Despins, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York, avered.

He asserted that, contrary to NEGT's contentions, the Lenders'
request is not moot.  Regardless of whether NEGT maintains
sufficient funds in the Disputed Claims Reserve to cover a full
ratable distribution on the entire amount of the Expense Claim,
the serious risk of prejudice to Lenders remains if NEGT does not
maintain sufficient funds to cover the Tranche A Interest Claim,
which is significantly larger than the Expenses claims.

Mr. Despins pointed out that there is absolutely no prejudice to
NEGT if the Lenders' request is granted because the result merely
maintains the status quo.  No creditor would suffer any
cognizable harm because NEGT's current reserve will continue to
accrue interest that would ultimately be released to the lawful
creditors.

The Lenders maintain that the Tranche A Interest Claim is a
prepetition indemnification claim, regardless of when the
underlying obligation accrued.  As a result, Section 502(b)(2) of
the Bankruptcy Code is inapplicable to the Interest Claim.  

The issue of whether Section 502(b)(2) applies at all to the
Interest Claim is effectively one of first impression for any
circuit court of appeals.  The Lenders should be permitted a
reasonable time to pursue their appeal to the Fourth Circuit
Court of Appeals without fear that, if ultimately successful,
NEGT will have already dispersed the funds necessary to pay their
Interest claim, Mr. Despins contended.

The Lenders' request should be granted because NEGT itself
concedes that the Lenders' motive in pursuing the Claims is pure,
Mr. Despins further argued.  Even if the Bankruptcy Court does
not agree that the harm to the Lenders from the potential mooting
of their appeal does not constitute a manifest injustice, the
Court should nonetheless direct NEGT to maintain the status quo.

                      About National Energy

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company
filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md.
Case No. 03-30459).  Matthew A. Feldman, Esq., Shelley C. Chapman,
Esq., and Carollynn H.G. Callari, Esq., at Willkie Farr &
Gallagher represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $7,613,000,000 in assets and $9,062,000,000 in debts. NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and emerged from bankruptcy on Oct. 29, 2004. (PG&E
National Bankruptcy News, Issue No. 62; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NATIONAL ENERGY: ET Power Wants Hingham, et al.'s Claims Barred
---------------------------------------------------------------
In 1999, NEGT Energy Trading - Power, L.P., entered into separate
Linked Dispatchable System Energy and Operating Reserve Contracts
with:

   -- Groton Electric Light Department;

   -- Hingham Municipal Light Plant;

   -- Holden Municipal Light Department;

   -- Middleton Electric Light Department; and

   -- North Attleborough Electric Department, also known as North
      Attleboro Electric Department.

Pursuant to the Agreements, ET Power agreed to provide the
Counterparties certain quantities of electricity and capacity.

The Agreements constitute forward contracts under Section 101(25)
of the Bankruptcy Code, relates Dennis J. Shaffer, Esq., at
Whiteford Taylor & Preston, LLP, in Baltimore, Maryland.

Each of the Agreements provides that:

  (1) in the event of a default, the defaulting party will be
      subject to a bankruptcy proceeding;

  (2) upon the occurrence of any event of default, the Agreement
      will automatically terminate, without notice and without
      any other action by either party; and

  (3) in the event of an early termination of the Agreement,
      the non-defaulting party will provide good-faith
      calculations of the amounts owed relating to the
      termination payment.

Under Section 556 of the Bankruptcy Code, and by their own terms,
the Agreements terminated automatically upon ET Power's filing
its voluntary petition for bankruptcy protection.

The Counterparties did not provide ET Power with the good-faith
calculations of the termination payments.  Consequently, in 2004,
ET Power sent the Counterparties' letters demanding their payment
of the termination amounts ET Power computed.  The Counterparties
have not complied with the demand letters.

The Counterparties filed general unsecured claims against ET
Power:

     Counterparty        Claim No.        Amount Asserted
     ------------        ---------        ---------------
     Groton Electric         225             undetermined
                             226             undetermined

     Hingham                 315             undetermined
                             743               $1,348,195

     Holden                  317             undetermined
                             745               $1,407,950

     Middleton               316             undetermined
                             742                 $337,083

     North Attleborough      314             undetermined
                             744                 $337,083

ET Power objected to the Claims asserting that its books and
records do not reflect the claimed amounts.  At the parties'
request, the Court has continued the hearing on the claim
objections from time to time.

According to Mr. Shaffer, notwithstanding their Claims, the
Counterparties actually owe ET Power amounts relating to the
termination values of forward positions on the Petition Date
and accounts receivables as of the Petition Date:

                              Termination         Accounts
     Counterparty                Payments      Receivables
     ------------                --------      -----------
     Groton Electric             $252,090          $36,836
     Hingham                    1,010,463           11,857
     Holden                     1,547,635           32,400
     Middleton                    252,101            2,962
     North Attleborough         2,020,930               --

The Counterparties are wrongfully in possession, custody and
control of the Amounts Owed, which are property of the
bankruptcy estate that ET Power may use under Section 363 of
the Bankruptcy Code, Mr. Shaffer asserts.  He says that the
Counterparties are obligated to deliver the Amounts Owed to
the bankruptcy estate.

The Amounts Owed are not of inconsequential value or benefit to
the estate, Mr. Shaffer notes.  He notes that the Amounts Owed
constitute significant amount of funds that should be made
available for distribution to ET Power's creditors under the ET
Plan.

Accordingly, ET Power asks the U.S. Bankruptcy Court for the
Middle District of Maryland to:

  (i) order the Counterparties to turn over their Amounts Owed,
      which are property of the estate;

(ii) award damages, including fees, expenses and applicable
      interest resulting from the Counterparties' failure to pay
      the Amounts owed; and

(iii) disallow the Claims and direct the Clerk of Court to
      expunge the Claims from the claims register.

                      About National Energy

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company
filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md.
Case No. 03-30459).  Matthew A. Feldman, Esq., Shelley C. Chapman,
Esq., and Carollynn H.G. Callari, Esq., at Willkie Farr &
Gallagher represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $7,613,000,000 in assets and $9,062,000,000 in debts. NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and emerged from bankruptcy on Oct. 29, 2004. (PG&E
National Bankruptcy News, Issue No. 62; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NEWPAGE CORP: Moody's Rates B3 on New $750 Million Term Loan
------------------------------------------------------------
Moody's Investors Service rated NewPage Corporation's new
$750 million term loan Ba3 and affirmed NewPage's SGL-2
speculative grade liquidity rating.  Concurrently, Moody's
placed the company's corporate family rating and ratings on its
existing debt securities on review for possible upgrade.

The rating action responds to the company launching both a
refinancing of its secured debt facilities and an initial public
offering of common shares.  

Moody's expects to conclude its review concurrent with closing of
the contemplated transactions.  Should the transactions be
completed in the manner disclosed in NewPage's amended S-1 filing,
Moody's anticipates that the corporate family rating and ratings
on outstanding securities will be upgraded by one notch.   Upon
the existing term loan being repaid, its ratings will be withdrawn

The new term loan is being arranged in conjunction with a
$300 million IPO of common shares and a refinancing of NewPage's
existing secured revolving credit facility.  As documented in its
amended S-1 filing, NewPage proposes to use the combination of the
$750 million term loan proceeds, $21 million of drawings under the
new revolving credit facility, some $225 million of asset sale
proceeds and a small portion of funds raised through the IPO to
repay an existing term loan, outstanding amounts under the
existing revolving credit facility and to repay publicly traded
debt securities.

The balance of funding will be returned to equity owners and used
to pay transaction expenses.  The rating actions account for
modest debt reduction and liquidity being refreshed.  The rating
action also continues to account for NewPage being controlled by a
financial investor.  This suggests the company may exhibit
behavior more focused on shareholder returns than would otherwise
be the case.

On Review for Possible Upgrade:

Issuer: NewPage Corporation

   * Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B2

   * Senior Secured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently B3

   * Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently Caa2

Assignments:

Issuer: NewPage Corporation

   * Guaranteed Senior Secured Term Loan, Assigned Ba3

Affirmation:

   * Speculative Grade Liquidity Rating: SGL-2

Outlook Actions:

Issuer: NewPage Corporation

   * Outlook, Changed To Rating Under Review From Developing

Headquartered in Dayton, Ohio, NewPage is a privately held
integrated producer of coated publication papers.


NORTHWEST AIRLINES: Has Until January 16 to File Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Northwest Airlines Corp. and its debtor-affiliates'
exclusive periods to file any plan of reorganization to January
16, 2007, and solicit acceptances of that plan to March 16, 2007.

As reported in the Troubled Company Reporter on June 27, 2006,
Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that during the first nine months of their
Chapter 11 cases, the Debtors made substantial progress towards a
successful reorganization, including, most notably, achieving
substantial cost savings with most of their labor groups and
certain aircraft financiers.

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

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

   -- resolution of pension and retiree issues;

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

   -- attainment of debtor-in-possession financing;

   -- identification and negotiations with potential equity
      investors; and

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

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

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

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

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

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

                 About Northwest Airlines

Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


NORTHWEST AIRLINES: Wants Court's Nod on Sale of 6 DC-10 Aircraft
-----------------------------------------------------------------
Northwest Airlines, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to authorize:

   (i) its sale of six McDonnell Douglas DC-10-30 aircraft with
       U.S. Registration nos. N236NW, N238NW, N239NW, N240NW,
       N243NW, and N244NW, each with three General Electric CF6-
       50-C2/C2B series engines to Omni Air International, Inc.;
       and

  (ii) the filing of the Sale Agreement under seal.

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that in recent years, Northwest Airlines has
been phasing out and retiring DC-10-30 aircraft in favor of more
fuel-efficient aircraft.  During its Chapter 11 case, Northwest
has rejected the leases of four DC-10 aircraft and has amended
the leases for two others in a way that the leases will terminate
in June 2006.

Mr. Ellenberg relates that the Debtor's remaining DC-10 fleet
currently consists of 12 operating and four non-operating
aircraft.

Three of the non-operating aircraft have been retired from
service and have been parked in the desert for over a year.  
Those aircraft require heavy maintenance and other costly
modifications, and the Debtor does not intend to operate them
again in revenue service, Mr. Ellenberg relates.

According to Mr. Ellenberg, the fourth non-operating aircraft,
which bears Tail No. N236NW, was recently retired from revenue
service as a result of significant cracks in a portion of the
airframe that are not economic to repair.  The Debtor intends to
sell the N236NW Aircraft to Omni for spare parts as part of the
transaction.

In addition to the DC-10s that the Debtor proposes to sell to
Omni, Mr. Ellenberg says that Northwest currently intends to
remove all of its remaining DC-10s from revenue service by the
end of January 2007.  Most of those aircraft will be removed from
service just prior to heavy maintenance or costly mandated
modifications coming due.

After a number of preliminary discussions were held with
prospective purchasers, the Debtor conducted parallel
negotiations for a sale with two potential purchasers,
Mr. Ellenberg relates that.  Ultimately, the Sale Agreement
negotiated with Omni represented the best offer for the Aircraft.

Pursuant to the Sale Agreement, among others:

   -- five of the Aircraft will be sold as flying aircraft and
      the N236NW Aircraft will be sold as a source for spare
      parts at a lower price;

   -- if the cost for the Debtor to meet certain delivery
      conditions of the Aircraft exceeds a certain amount, the
      Debtor will have the option to terminate the agreement with
      respect to that Aircraft;

   -- the Aircraft will be delivered in "as is, where is"
      condition;

   -- the Debtor will deliver to Omni a warranty, as to title,
      bill of sale for the Aircraft, free and clear of all liens
      and encumbrances;

   -- for a period after the purchase, Omni will:

       * maintain customary insurance on the Aircraft naming the
         Debtor, its affiliates and certain other parties as
         additional insureds; and

       * assume or reimburse the Debtor for all taxes other than
         income taxes imposed on the Debtor in connection with
         the transaction;

   -- the Sale Agreement also requires that the parties maintain
      strict confidentiality of the terms of the agreement; and

   -- no brokers fees are due from either party in connection
      with the transaction.

The Sale Agreement also provides for price adjustments for amount
of "greentime" remaining on the engines and certain components,
and in certain cases for heavy maintenance or airworthiness
directives that may be performed on the Aircraft prior to sale.  
According to Mr. Ellenberg, Omni has paid a deposit into escrow
for the Aircraft purchases.

Daniel B. Matthews, Northwest's senior vice president and
treasurer, maintains that the proposed sale does not benefit any
insider or unfairly favor any party-in-interest.  The sale
agreement was negotiated, proposed and entered without collusion,
in good faith and from arm's-length bargaining positions.

Mr. Ellenberg contends that the sale agreement contains highly
sensitive information, including purchase prices, condition of
the aircraft and engines to be delivered, price adjustment
factors and formulas, and documentation to be delivered with the
aircraft.

Filing the sale agreement under seal is necessary because
disclosure would harm Northwest Airlines and Omni by giving their
competitors access to this highly confidential and proprietary
information, Mr. Ellenberg asserts.

Mr. Ellenberg adds that Northwest is in the process of exploring
its disposition options for its remaining DC-10 aircraft,
including the potential sale of the aircraft.  He says that
revealing the terms of the sale to Omni will give potential
purchasers of the remaining DC-10s an unfair advantage in
negotiating with the Debtor, to the detriment of the estate and
all parties-in-interest.

The Debtor will disclose the terms of the sale to the Official
Committee of Unsecured Creditors and its advisors.

                 About Northwest Airlines

Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


NVE INC: Gets Court Nod to Hire Amper Politziner as Accountant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave NVE
Inc. permission to employ Amper, Politziner, & Mattia as its
accountant.

Amper Politziner will:

   a) prepare monthly operating reports and local and federal tax
      returns; and

   b) assist the Debtor in maintaining their books and records.

Gerard Abbattista, an officer at Amper Politziner, discloses that
the firm's professionals bill:

        Designation                 Hourly Rate
        -----------                 -----------
        Officers/Directors          $330 - $395
        Managers/Senior Managers    $240 - $305
        Seniors/Supervisors         $160 - $220
        Staff                       $120 - $150
        Paraprofessionals               $80

Mr. Abbattista assures the Court that the firm does not represent
or hold any interest adverse to the Debtor or its estate.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  Daniel Stolz, Esq., Leonard C. Walczyk, Esq.,
Michael McLaughlin, Esq., and Steven Z Jurista, Esq., at
Wasserman, Jurista & Stolz, represent the Debtor in its
restructuring efforts.  Derek John Craig, Esq., at Brown Raysman
Millstein Felder & Steiner LLP, and David J. Molton, Esq., at
Brown Rudnick Berlack Israels LLP, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed $10,966,522 in total
assets and $14,745,605 in total debts.


OCA INC: BofA & Secured Lenders Want Equity Committee Disbanded
---------------------------------------------------------------
Bank of America, N.A., as agent for the secured lenders of OCA,
Inc., and its debtor-affiliates, asks the U.S. Bankruptcy Court
for the Eastern District of Louisiana to disband the Official
Committee of Equity Security Holders.

B. Franklin Martin, III, Esq., at McGlinchey Stafford, PLLC, in
New Orleans, Louisiana, asserts that the Court should disband the
Equity Committee for these reasons, among others:

   (a) the Debtors' equity security holders are not entitled to a
       distribution under the absolute priority rule;

   (b) the Debtors are on the eve of soliciting votes on a plan
       that provides for contingent payments to equity holders,
       notwithstanding their lack of legal entitlement to that
       distribution;

   (c) the Equity Committee's promised litigation tactics and
       delay will destabilize the Debtors' cases and business
       operations, thereby jeopardizing value and risking the loss
       of the current plan payments to equity security holders;

   (d) tremendous recent trading volume in the delisted common
       stock of OCA has resulted in a number of investment funds
       and other sophisticated parties, who can adequately
       represent themselves, becoming some of the largest
       equityholders of OCA; and

   (e) the costs of the Equity Committee will be borne only by the
       senior creditors and not the equity class, creating a "no
       risk, all upside" dynamic for the Equity Committee that is
       disruptive to the Debtors' attempts to stabilize their
       operations.  

Appointment of an equity committee is only justified when there is
a substantial likelihood that shareholders will receive a
meaningful distribution pursuant to the strict application of the
absolute priority rule and the shareholders are unable to
represent their interests in the case without an official
committee.  

Upon the Debtors' emergence, their obligations to the secured
lenders would amount to $103 million.  The Debtors currently
estimate its unsecured claims to aggregate $6 million.  The
Debtors have prepared a valuation of the Reorganized Debtors'
enterprise value, estimated to be between $73 million and
$94 million.  The Debtors clarified that a significant portion of
this projected value is entirely speculative and may not be
realized by the Reorganized Debtors for a considerable time after
their emergence, if at all.  The estimated value of what the
Debtors call "core assets" -- assets directly related to the
operation of servicing orthodontists -- is only in the range of
$46 million and $68 million.  

BofA and the secured lenders believe the Debtors' actual value is
materially lower than the Debtors' projections.  

                            About OCA

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

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


PAPERCLIP SOFTWARE: March 31 Balance Sheet Upside-Down by $1 Mil.
-----------------------------------------------------------------
Paperclip Software, Inc., filed its financial statements for the
quarter ended March 31, 2006, with the Securities and Exchange
Commission.

The Company reported a $157,974 net loss on $348,251 of net sales
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $515,203 in
total assets and $2,050,407 in total liabilities resulting in a
stockholders' deficit of $1,535,204.

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

               http://ResearchArchives.com/t/s?d92

                       Going Concern Doubt

Sobel & Co., LLC, expressed substantial doubt about Paperclip
Software Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's significant losses from operations and working capital
deficit of $202,000.

                    About Paperclip Software

Headquartered in Hackensack, New Jersey, PaperClip Software Inc.
-- http://www.paperclip.com/-- develops and markets software  
products that organize, manage and communicate documents, images
and workflow for a wide range of users.


PENHALL INT'L: Moody's Rates Proposed $175 Mil. Sr. Notes at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Penhall
International Corp.'s, proposed $175 million second lien, senior
secured notes.  The rating agency also assigned a B2 Corporate
Family Rating to the company.  The rating outlook is stable.

Penhall's B2 Corporate Family Rating reflects Penhall's leading
competitive position in concrete cutting and associated services
for infrastructure construction.  The rating also incorporates
Moody's belief that the company will benefit from the higher
levels of infrastructure upgrades, which are the key to its
financial performance over the near to medium term.

Proforma credit metrics of 1.4 times interest coverage and
4.6 times leverage through June 2006 are modest for the B2 rating
category. However, improving industry fundamentals should support
steady improvement through 2007.  As Penhall capitalizes on this
recovery, debt protection measures should become more solidly
supportive of the rating.  Notwithstanding the expected
improvement in credit metrics, the B2 rating reflects the
continuing risks associated with Penhall's heavy reliance on
public spending to support infrastructure projects, its
concentration in California, and the ongoing cyclicality of the
construction sector.

The stable outlook reflects Moody's belief that Penhall's debt
protection measures should become more supportive of the B2
corporate family rating.  Its business should improve as spending
for infrastructure and construction projects remain strong. The
key risk that Penhall will continue to face is the cyclicality in
the construction end markets.  Nevertheless, the company should be
able to weather future cyclical downturns much better than in the
past due to its expanding national footprint.

The B3 rating on the second lien, senior secured $175 million
notes reflects the junior position of these obligations relative
to the $70 million first lien senior secured, asset based
revolving credit facility.  Maturity of the senior secured, second
lien notes will be mid-2014.

Penhall International Corp., headquartered in Anaheim, California,
is the largest provider of concrete cutting, breaking and highway
grinding services in the United States.


PLATFORM LEARNING: Taps Herrick Feinstein as Bankruptcy Counsel
---------------------------------------------------------------
Platform Learning, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Herrick,
Feinstein LLP as its bankruptcy counsel, nunc pro tunc to
June 21, 2006.

Herrick Feinstein will:

   a) provide legal advice with respect to the Debtor's powers and
      duties as a debtor-in-possession in the continued operation
      of its business and management of its property;

   b) take necessary actions to protect and preserve the Debtor's
      estate, including the prosecution and defense of actions
      commenced for or against the Debtor;

   c) prepare necessary applications, motions, answers, orders,
      reports and other legal papers on behalf of the Debtor;

   d) appear in Court to protect the interests of the Debtor
      before the Court;

   e) attend meetings and negotiations with creditor
      representatives and other parties in interest and advise
      concerning the general conduct of the case;

   f) negotiate and prepare on the Debtor's behalf, plans,
      disclosure statements and all related documents, and take
      any action required on the Debtor's behalf to obtain
      confirmation of its plans; and

   g) perform all other legal services for the Debtor which may be
      necessary and proper in the Debtor's case and its
      proceedings.

In addition, the Firm will consult with the Debtor in connection
with:

   1) any actual or potential transaction involving the Debtor;
      and

   2) financial and other business matters relating to the
      ongoing activities of the Debtor.

If requested, the Firm will also attend and participate in any of
the creditors' committee hearings.

Eric W. Sleeper, Esq., a member at Herrick Feinstein, tells the
Court that the Firm's professionals bill:

      Professional                  Hourly Rate
      ------------                  -----------
      Andrew C. Gold, Esq.             $600
      Eric W. Sleeper, Esq.            $525
      Paul Rubin, Esq.                 $525
      David M. Bass, Esq.              $475
      John M. August, Esq.             $450

Mr. Sleeper assures the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Sleeper can be reached at:

      Eric W. Sleeper, Esq.
      Herrick, Feinstein LLP
      210 Carnegie Center
      Princeton, New Jersey 08540-6232
      Tel: (609) 452-3800
      Fax: (609) 520-9095
      http://www.herrick.com

                       About Platform Learning

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides supplemental  
educational services through their Learn-to-Succeed tutoring
program to students attending public schools that are "in need of
improvement."  The Debtor works together with parents, schools,
community organizations, and local educators to implement their
research-based program.

The Company filed for chapter 11 protection on June 21, 2006
(Bankr. S.D.N.Y. Case No. 06-11391).  Andrew C. Gold, Esq., Eric
W. Sleeper, Esq., Paul Rubin, Esq., David M. Bass, Esq., and John
M. August, Esq., at Herrick, Feinstein LLP, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$21,026,148, and total debts of $36,933,490.


PLATFORM LEARNING: U.S. Trustee Appoints 5-Member Creditors Panel
-----------------------------------------------------------------
The U.S. Trustee for Region 2 appointed five creditors to serve on
an Official Committee of Unsecured Creditors in Platform Learning
Inc.'s chapter 11 case:

   1. Scholastic, Inc.
      Attn: Beth Polcari
      557 Broadway
      New York, New York 10012
      Tel: (212) 965-7404

   2. Adecco, Inc.
      Attn: Alice Hudson
      175 Broad Hollow Road
      Melville, New York 11747
      Tel: (631) 844-4942

   3. Philosophy IB
      Attn: Joanne Dick
      25 A Vreeland Road, Suite 100
      Florham Park, New Jersey 07932
      Tel: (973) 443-9202

   4. Print Media, Inc.
      Attn: Jordan Wachtell
      350 7 Avenue, 12th Floor
      New York, New York 10001
      Tel: (212) 563-4040

   5. Russell Reynolds Assocs., Inc.
      Attn: Michael Iannico
      200 Park Avenue
      New York, New York 10166
      Tel: (212) 716-7018

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.

                       About Platform Learning

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides supplemental  
educational services through their Learn-to-Succeed tutoring
program to students attending public schools that are "in need of
improvement."  The Debtor works together with parents, schools,
community organizations, and local educators to implement their
research-based program.

The Company filed for chapter 11 protection on June 21, 2006
(Bankr. S.D.N.Y. Case No. 06-11391).  Andrew C. Gold, Esq., Eric
W. Sleeper, Esq., Paul Rubin, Esq., David M. Bass, Esq., and John
M. August, Esq., at Herrick, Feinstein LLP, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$21,026,148, and total debts of $36,933,490.


PREDIWAVE CORP: Wants Until Nov. 10 to Decide on Six Leases
-----------------------------------------------------------
Prediwave Corporation asks the Honorable Randall J. Newsome of the
U.S. Bankruptcy Court for the Northern District of California in
Oakland to extend, until Nov. 10, 2006, its deadline, to assume,
assume and assign or reject six non-residential real property
leases, under Section 365(d)(4) of the Bankruptcy Code.

The six leases are:

   -- the Debtor's research & development and technology
      departments are housed in the largest of the four
      facilities, in Fremont, Calif.;

   -- the Debtor's administrative department;

   -- the Debtor's accounting department;

   -- the Debtor's translation services department.  The domestic
      leases are subject to separate lease agreements with
      different lessors.  The total monthly rent under these
      domestic leases is approximately $22,300;

   -- the Debtor's Japanese office has a $41,900 monthly rent
      obligation; and

   -- the Debtor's facility in Canada, which houses 15 engineers,
      has a $5,250 monthly rent obligation.

PrediWave, with its new management team, has no opportunity to
evaluate the leases to determine whether the lease terms are at
market and whether they are needed for the Debtor's ongoing
operations or its future business plans.  Among other
possibilities, the Debtor will consider whether it can consolidate
its headquarters and domestic operations into one facility.

Having recently been engaged subject to Court approval, the
Debtor's new management team, including its chief restructuring
officer and chief financial officer, and XRoads Solutions Group,
LLC, has not had an opportunity to evaluate and analyze the
economics underlying each lease, whether those leases are
necessary for the Debtor's current operations or future business
plans.

PrediWave has timely satisfied all of its postpetition rent and
other obligations under the leases, Jonathan S. Shenson, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP told the Court.

Judge Newsome will convene a hearing at 10:00 a.m. on July 27,
2006, in Courtroom 220, 1300 Clay Street located in Oakland,
Calif., to consider the Debtor's request.

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, and Jonathan S. Shenson, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP represent the Debtor in its restructuring
efforts.  The Debtor's Schedules of Assets and Liabilities showed
$145,282,246 in total assets and $773,033,371 in total
liabilities.


PREMIUM PAPERS: Vendor Wants to Reclaim Unpaid Paper Goods
----------------------------------------------------------
Williamson Printing Corp. filed a complaint against Smart Papers
LLC, Premium Papers Holdco, LLC's debtor-affiliate, with the U.S.
Bankruptcy Court for the District of Delaware insisting on
reclaiming goods delivered by Williamson to Smart Papers but which
were not paid for.

Williamson Printing is a Texas commercial printer, which produces
and sells manufactured paper goods for use in Smart Paper's
business.  Forty-five days before the Debtors filed for
bankruptcy, Williamson Printing shipped goods amounting to
$262,544.  The Debtors have not paid for these goods.  Williamson
Printing notified the Court it wants to reclaim the goods.  
However, Smart Papers refused to deliver back the goods or pay for
them.  

William A. Hazeltine, Esq., in Wilmington Delaware, contends that
Williamson Printing has the right to reclaim the goods under
Section 546(c) and Section 2.702 of the Texas Business & Commerce
Code, especially since Smart Papers was insolvent when the goods
were delivered.  Additionally, under Texas law, Williamson
Printing holds a vendor's lien on those goods and their traceable
proceeds.    
  
Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC, --
http://www.smartpapers.com/-- is an independent manufacturer and     
marketer of a wide variety of premium coated and uncoated printing
papers, such as Kromekote, Knightkote, and Carnival.   The Company
and its debtor-affiliates, SMART Papers LLC and PF Papers LLC,
filed for chapter 11 protection on March 21, 2006 (Bankr.
D.Del.Case No. 06-10269).  Ian S. Fredericks, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
unknown estimated assets and $10 million to $50 million estimated
debts.


PRIMEDEX HEALTH: Acquires Radiologix Inc. for $208 Million
----------------------------------------------------------
Primedex Health Systems, Inc. and Radiologix, Inc. signed a
definitive merger agreement under which Primedex will acquire
Radiologix in a cash and stock transaction valued at the time of
announcement at $208 million, including net debt.  The transaction
will create the largest owner and operator of fixed-site
diagnostic imaging centers in the United States, with 132
locations.  After the acquisition, Primedex will have 80 centers
in California, 32 centers in Maryland, 12 centers in New York and
8 centers in other states, including Florida, Kansas, Colorado and
Minnesota.

                     Terms of the Agreement

Under the terms of the agreement, Radiologix shareholders will
receive an aggregate consideration of 22,621,922 shares of
Primedex common stock and $42,950,000 in cash.  Based upon the
July 6 closing price of Primedex common stock of $1.75, each
Radiologix shareholder would receive $1.84 in cash for each
Radiologix share, plus one share of Primedex common stock for a
total consideration of $3.59.  The exact value of the
consideration per share to be issued to Radiologix's shareholders
will depend on Primedex's share price at closing and the
corresponding number of Radiologix options that are in the money.  
Based upon the July 6 closing price of Primedex common stock of
$1.75, Radiologix shareholders will collectively own approximately
33% of the Primedex shares on a fully diluted basis.

                         Board Approval

The Boards of Directors of both companies unanimously approved the
proposed transaction, which is subject to customary conditions,
including Radiologix and Primedex shareholder approval and
antitrust clearance.  Additionally, Contrarian Capital Management
L.L.C., the largest shareholder of Radiologix, agreed to vote
3,699,098 of its Radiologix shares in favor of the merger,
representing a total of approximately 16.4% of the outstanding
shares.

               GE Healthcare Financing Commitment

GE Healthcare Financial Services provided a commitment for
$405 million of senior debt financing, which includes a
$45 million revolving credit facility for working capital and
general corporate purposes that will be substantially undrawn and
available to Primedex at the close of the transaction.  The
remaining $360 million will fund the cash purchase price of
Radiologix and refinance substantially all the existing debt of
Primedex and Radiologix.  The transaction is expected to close in
the second half of 2006.

The acquisition of Radiologix, a national provider of imaging
services headquartered in Dallas, Texas, will not only allow
Primedex to expand its presence in California, but will also give
Primedex a concentrated platform outside of California that it
plans to optimize and grow.  After the acquisition, Primedex will
further its strategies of geographic clustering, exclusive
capitation contracting and multi-modality product offerings, which
it will now be able to pursue on a national scale.

After closing the transaction, Primedex will have over
$400 million of annual revenues.  Additionally, an initial
$11 million of near-term synergies have been identified, which
will be executed during the 12-month period following the closing
of the transaction.  Primedex expects that, after taking into
account the 2007 effects of the Deficit Reduction Act and the
Contiguous Scan reimbursement reductions (estimated $16.8 million
for the combined companies) and assuming the full year effect of
the anticipated near-term synergies, it will have EBITDA (which
Primedex defines as earnings before net interest expense, income
taxes, depreciation and amortization, each from continuing
operations and adjusted for non-recurring items such as losses or
gains on the disposal of equipment) that exceeds $85 million on an
annual basis.

"We are excited about the acquisition and the significant growth
opportunities created by joining these two companies," Dr. Howard
Berger, Chairman and CEO of Primedex, said.  "With truly
complementary geographic operations and management systems, we are
ideally positioned to strengthen what will be the leading provider
in the fixed center imaging services arena, and to expand aspects
of the unique Primedex business model on a national scale.  We
believe this strategic combination will provide value for our
shareholders and benefits for our physicians and patients alike."

Sami Abbasi, CEO of Radiologix, who will become the Vice Chairman
of Primedex following the closing of the transaction, said, "Our
vision is to be the leading provider and manager of diagnostic
imaging services and related treatments in every community we
serve.  The combination of Primedex and Radiologix furthers our
pursuit of this vision and firmly establishes us as an industry
leader.  We have a great opportunity to build a special company
and to significantly enhance shareholder value.  I look forward to
seizing this opportunity and working with the Primedex team
members to achieve our goals and objectives."

                           Name Change

In conjunction with the transaction, Primedex intends to change
its corporate name, subject to shareholder approval, to Radnet,
Inc., which borrows its name from the operating entity in which
Primedex currently conducts its operations.  Additionally, shortly
after closing the transaction, Radnet plans to submit an
application for listing on the American Stock Exchange.  Bear,
Stearns & Co. Inc. acted as exclusive financial advisor to
Radiologix with respect to the transaction.  Jefferies & Company,
Inc. acted as exclusive financial advisor to Primedex with respect
to the transaction.

                        About Radiologix

Radiologix, Inc. (AMEX:RGX) -- http://www.radiologix.com/--  
provides diagnostic imaging services, owning and operating multi-
modality diagnostic imaging centers that use advanced imaging
technologies such as positron emission tomography, magnetic
resonance imaging, computed tomography and nuclear medicine, as
well as x-ray, general radiography, mammography, ultrasound and
fluoroscopy.  Radiologix owns or operates 70 diagnostic imaging
centers located in 7 states.

                  About Primedex Health Systems

Based in Los Angeles, California, Primedex Health Systems, Inc.
(OTCBB:PMDX) -- http://www.radnetonline.com/-- provides high-
quality, cost-effective diagnostic imaging services through a
network of fully-owned and operated outpatient imaging centers.  
As of April 30, 2006, Primedex owned and operated 62 facilities.

At April 30, 2006, Primedex Health Systems, Inc.'s stockholders'
deficit widened to $73,464,000 compared to a $70,633,000 deficit
at Oct. 31, 2005.


PROCARE AUTOMOTIVE: Court Gives Final Nod to Use Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
authorized ProCare Automotive Service Solutions, LLC, on a final
basis, to use cash collateral, securing repayment of its
prepetition debts to J.P. Morgan Chase Bank, N.A., Key Mezzanine
Capital Fund I, L.P., Regis Capital Partners, L.P., PASS Holdings
LLC and Sullivan Partners LLC.

The Debtor will use the cash collateral to pay for expenses as it
winds down its estate.

A full-text copy of the Debtor's Wind Down Budget is available for
free at http://researcharchives.com/t/s?d99

When it filed for bankruptcy, the Debtor owed:

   -- $200,000 to JPMorgan Chase;
   -- $6.4 million to Key Mezzanine;
   -- $1.6 million to Regis Capital;
   -- $236,000 to PASS Holdings; and
   -- $$96,000 to Sullivan Partners LLC.

The Debtor expects to file a plan of liquidation soon.  As part of
this process, the Debtor expects to spend $2,347,000 for pre-
closing administrative expenses until August 25, 2006, which is
the targeted date for confirmation of a plan of liquidation to be
filed by the Debtor.

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offers maintenance and     
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  Scott N. Opincar, Esq., at
McDonald Hopkins Co., LPA, represents the Official Committee of
Unsecured Creditors.  Joseph M. Geraghty at Conway MacKenzie &
Dunleavy gives financial advisory services to the Committee.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


PROCARE AUTOMOTIVE: Court Establishes July 17 as Claims Bar Date
----------------------------------------------------------------
The Hon. Pat E. Morgenstern-Clarren of the U.S. Bankruptcy Court
for the Northern District of Ohio set July 17, 2006, as the
deadline for all creditors owed money by ProCare Automotive
Service Solutions, LLC, on account of claims arising prior to May
25, 2006, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
July 17 Claims Bar Date and those forms must be delivered either
by mail or courier to the:

          Clerk, United States Bankruptcy Court
          U.S. Courthouse
          201 Superior Avenue
          Cleveland, Ohio 44114

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

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offers maintenance and     
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  Scott N. Opincar, Esq., at
McDonald Hopkins Co., LPA, represents the Official Committee of
Unsecured Creditors.  Joseph M. Geraghty at Conway MacKenzie &
Dunleavy gives financial advisory services to the Committee.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


RADIOLOGIX INC: Sells Assets to Primedex Health for $208 Million
----------------------------------------------------------------
Primedex Health Systems, Inc. and Radiologix, Inc. signed a
definitive merger agreement under which Primedex will acquire
Radiologix in a cash and stock transaction valued at the time of
announcement at $208 million, including net debt.  The transaction
will create the largest owner and operator of fixed-site
diagnostic imaging centers in the United States, with 132
locations.  After the acquisition, Primedex will have 80 centers
in California, 32 centers in Maryland, 12 centers in New York and
8 centers in other states, including Florida, Kansas, Colorado and
Minnesota.

                     Terms of the Agreement

Under the terms of the agreement, Radiologix shareholders will
receive an aggregate consideration of 22,621,922 shares of
Primedex common stock and $42,950,000 in cash.  Based upon the
July 6 closing price of Primedex common stock of $1.75, each
Radiologix shareholder would receive $1.84 in cash for each
Radiologix share, plus one share of Primedex common stock for a
total consideration of $3.59.  The exact value of the
consideration per share to be issued to Radiologix's shareholders
will depend on Primedex's share price at closing and the
corresponding number of Radiologix options that are in the money.  
Based upon the July 6 closing price of Primedex common stock of
$1.75, Radiologix shareholders will collectively own approximately
33% of the Primedex shares on a fully diluted basis.

                         Board Approval

The Boards of Directors of both companies unanimously approved the
proposed transaction, which is subject to customary conditions,
including Radiologix and Primedex shareholder approval and
antitrust clearance.  Additionally, Contrarian Capital Management
L.L.C., the largest shareholder of Radiologix, agreed to vote
3,699,098 of its Radiologix shares in favor of the merger,
representing a total of approximately 16.4% of the outstanding
shares.

               GE Healthcare Financing Commitment

GE Healthcare Financial Services provided a commitment for
$405 million of senior debt financing, which includes a
$45 million revolving credit facility for working capital and
general corporate purposes that will be substantially undrawn and
available to Primedex at the close of the transaction.  The
remaining $360 million will fund the cash purchase price of
Radiologix and refinance substantially all the existing debt of
Primedex and Radiologix.  The transaction is expected to close in
the second half of 2006.

The acquisition of Radiologix, a national provider of imaging
services headquartered in Dallas, Texas, will not only allow
Primedex to expand its presence in California, but will also give
Primedex a concentrated platform outside of California that it
plans to optimize and grow.  After the acquisition, Primedex will
further its strategies of geographic clustering, exclusive
capitation contracting and multi-modality product offerings, which
it will now be able to pursue on a national scale.

After closing the transaction, Primedex will have over
$400 million of annual revenues.  Additionally, an initial
$11 million of near-term synergies have been identified, which
will be executed during the 12-month period following the closing
of the transaction.  Primedex expects that, after taking into
account the 2007 effects of the Deficit Reduction Act and the
Contiguous Scan reimbursement reductions (estimated $16.8 million
for the combined companies) and assuming the full year effect of
the anticipated near-term synergies, it will have EBITDA (which
Primedex defines as earnings before net interest expense, income
taxes, depreciation and amortization, each from continuing
operations and adjusted for non-recurring items such as losses or
gains on the disposal of equipment) that exceeds $85 million on an
annual basis.

"We are excited about the acquisition and the significant growth
opportunities created by joining these two companies," Dr. Howard
Berger, Chairman and CEO of Primedex, said.  "With truly
complementary geographic operations and management systems, we are
ideally positioned to strengthen what will be the leading provider
in the fixed center imaging services arena, and to expand aspects
of the unique Primedex business model on a national scale.  We
believe this strategic combination will provide value for our
shareholders and benefits for our physicians and patients alike."

Sami Abbasi, CEO of Radiologix, who will become the Vice Chairman
of Primedex following the closing of the transaction, said, "Our
vision is to be the leading provider and manager of diagnostic
imaging services and related treatments in every community we
serve.  The combination of Primedex and Radiologix furthers our
pursuit of this vision and firmly establishes us as an industry
leader.  We have a great opportunity to build a special company
and to significantly enhance shareholder value.  I look forward to
seizing this opportunity and working with the Primedex team
members to achieve our goals and objectives."

                  About Primedex Health Systems

Based in Los Angeles, California, Primedex Health Systems, Inc.
(OTCBB:PMDX) -- http://www.radnetonline.com/-- provides high-
quality, cost-effective diagnostic imaging services through a
network of fully-owned and operated outpatient imaging centers. As
of April 30, 2006, Primedex owned and operated 62 facilities.

                        About Radiologix

Radiologix, Inc. (AMEX:RGX) -- http://www.radiologix.com/--  
provides diagnostic imaging services, owning and operating multi-
modality diagnostic imaging centers that use advanced imaging
technologies such as positron emission tomography, magnetic
resonance imaging, computed tomography and nuclear medicine, as
well as x-ray, general radiography, mammography, ultrasound and
fluoroscopy.  Radiologix owns or operates 70 diagnostic imaging
centers located in 7 states.

                          *     *     *

As reported in the Troubled Company Reporter on June 16, 2006,
Moody's Investors Service downgraded Radiologix, Inc.'s credit
ratings, concluding a rating review initiated on February 16,
2006, including $160 million, 10.5% senior unsecured notes due
2008, to B3 from B2; and Corporate Family Rating, to B2 from B1.  
Following this rating action, the outlook is negative.


RAPID PAYROLL: Court Okays Irell & Manella as Litigation Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave Rapid Payroll, Inc. authority to employ Irell & Manella LLP
as its "special litigation counsel and not as reorganization
counsel" through and including Aug. 31, 2006, subject to further
extensions as the Court may find necessary.

In August 2001, as the Debtor's licensee base continued to
decline, it notified its licensees that it intended to terminate
the remaining licenses.  The notice gave the licensees one year to
transition to other payroll processing software.

Accordingly, Payroll Solutions, Inc. brought suit as a
representative action on behalf of all licensees against the
Debtor, Paychex, Inc., the Debtor's parent company, Walter Turek,
the Debtor's president and director and an officer of Paychex, and
B. Thomas Golisano, then president and chief executive officer and
current Chairman of the Board of Paychex.

Other licensees subsequently filed similar actions in different
jurisdictions.

Irell & Manella represented the Debtor and the Related Parties in
the Licensee Actions.

Pursuant to its bankruptcy filing, the Debtor asked the Court for
permission to employ Irell & Manella both as its reorganization
and special litigation counsel, nunc pro tunc to May 4, 2006.

The Debtor expected Irell & Manella to:

   a) advise the Debtor regarding its rights and responsibilities
      under the Banruptcy Code;

   b) represent the Debtor in Court proceedings or hearings
      involving matters of bankruptcy law;

   c) advise and assist the Debtor in connection with the
      confirmation and consummation of any proposed plan of
      reorganization;

   d) represent the Debtor in the Licensee Actions; and

   e) assist the Debtor in the preparation of pleadings,
      applications, schedules, orders and other papers as may be
      necessary in connection with its chapter 11 case.

On May 3, 2006, the Debtor paid $1,000,000 to Irell & Manella,
which included a $907,292 security retainer for services to be
rendered in its chapter 11 case.

Irell & Manella disclosed that it will bill:

   a) the Debtor for tasks performed for the Debtor's exclusive
      benefit;

   b) Paychex for tasks performed for the exclusive benefit of
      any or all of the Related Parties; and

   c) the Debtor 50% and the Related Parties 50% for all other   
      tasks.

To the best of the Debtor's knowledge, Irell & Manella does not
hold any interest adverse to the estate and is "disinterested" as
the term is defined in Sec. 101(14) of the Bankruptcy Code.

Headquartered in Orange, California, Rapid Payroll Inc. fka Olsen
Computer Systems, was in the business of licensing payroll
processing software called Rapidpay and providing maintenance,
support and updates for the software to its licensees.  The
Company was later acquired in November 1996 by Paychex, Inc.
Rapid Payroll filed for chapter 11 protection on May 4, 2006
(Bankr. C.D. Calif. Case No. 06-10631).  The firm of Robinson,
Diamant & Wolkowitz, APC serves as the Debtor's counsel.  The
Official Committee of Unsecured Creditors has selected Marc J.
Winthrop, Esq. in Newport Beach, California as its counsel.
When the Debtor filed for protection from its creditors, it
estimated assets between $1 million and $10 million and estimated
debts between $10 million and $50 million.


RAPID PAYROLL: Selects Robinson Diamant as General Bankr. Counsel
----------------------------------------------------------------
Rapid Payroll, Inc. asks permission from the U.S. Bankruptcy Court
for the Central District of California to employ Robinson, Diamant
& Wolkowitz as its general bankruptcy counsel.

The Debtor expects Robinson Diamant to:

   a) provide it with legal advice and guidance with respect to
      the powers, duties, rights and obligations of a debtor-in-
      possession; and

   b) assist it in the preparation of a plan of reorganization, a
      disclosure statement for that Plan, and all necessary legal
      documents.

The Debtor and Robinson Diamant have agreed that $200,000 of the
retainer paid to the Debtor's special litigation counsel, Irell &
Manella LLP, will be transferred to Robinson Diamant's trust
account.  The Firm will draw against the retainer according to
authorized procedures, after filing and serving statements of
professional fees.

To the best of the Debtor's knowledge, Robinson Diamant does not
hold any interest adverse to the estate and is "disinterested" as
that term is defined in Sec. 101(14) of the Bankruptcy Code.

Headquartered in Orange, California, Rapid Payroll Inc. fka Olsen
Computer Systems, was in the business of licensing payroll
processing software called Rapidpay and providing maintenance,
support and updates for the software to its licensees.  The
Company was later acquired in November 1996 by Paychex, Inc.
Rapid Payroll filed for chapter 11 protection on May 4, 2006
(Bankr. C.D. Calif. Case No. 06-10631).  On June 28, 2006, the
Court authorized the Debtor to hire the firm of Irell & Manella
LLP as its special litigation counsel through and including August
31, 2006.  The Official Committee of Unsecured Creditors has
selected Marc J. Winthrop, Esq. in Newport Beach, California as
its counsel.  When the Debtor filed for protection from its
creditors, it estimated assets between $1 million and $10 million
and estimated debts between $10 million and $50 million.


REFCO INC: Chapter 11 Trustee Wants Court's Nod on Settlement Pact
------------------------------------------------------------------
Marc Kirschner, the Chapter 11 trustee overseeing Refco Capital
Markets, Ltd.'s estate, asks the U.S. Bankruptcy Court for the
Southern District of New York to approve a settlement agreement
with certain securities customers and foreign exchange and metals
customers of RCM.

The Settlement Agreement resolves "litigation and creditor
disputes at the RCM level that might otherwise have resulted in
the freefall conversion of RCM's Chapter 11 case to a case under
Subchapter III of Chapter 7," according to Mark W. Deveno, Esq.,
at Bingham McCutchen LLP, in New York.

The Settlement Agreement achieves three primary goals:

   (a) Resolve a dispute regarding allocation of assets of the
       RCM estate and establish an agreed mechanism among the
       Settling Parties, whether as part of a global plan of
       reorganization for the Debtors or, if that plan is
       infeasible, as part of either a stand-alone plan
       applicable to RCM or a Chapter 7 distribution process;

   (b) Defer attempts to convert the RCM Chapter 11 case to a
       case in Chapter 7, and, if efforts to consummate the
       settlement in the RCM Chapter 11 case fail, cause the
       parties to convert to Chapter 7 on a more-efficient,
       significantly pre-planned basis; and

   (c) Implement a request for a continued stay of costly and
       time-consuming estate property litigation and to dismiss
       litigation in the event that the settlement becomes fully
       effective.

Counterparties to the Agreement comprise three creditor groups:

   (i) parties purporting to hold a primary pool of securities
       customer claims against RCM;

  (ii) parties purporting to be foreign exchange customers of
       RCM; and

(iii) Leuthold Funds, Inc., and Leuthold Industrial Metals
       Fund, L.P.

                  Distribution to RCM Creditors

Under the Agreement, substantially all existing assets of RCM
other than potential intercompany and third-party recoveries are
divided under an agreed formula among holders of Securities
Customer Claims, FX/Unsecured Claims and Leuthold.

The Agreement establishes two primary sources of recovery:

   1.  Assets in Place -- Assets of RCM identified as of March 6,
       2006, by Houlihan, Lokey, Howard and Zukin, financial
       advisor to the Official Committee of Unsecured Creditors,
       including proceeds of the SPhinX Settlement Agreement; and

   2.  Additional Property -- All other assets of RCM consisting
       mainly of claims against other Refco Debtors and third
       parties.

As of May 31, 2006, Assets in Place total $2,361,000,000.

The RCM Trustee will reserve the first $60,000,000 of Assets in
Place for administrative and priority claims against the RCM
estate.  A $221,000,000 initial distribution will be made from
Assets in Place to the FX/Unsecured Claimholders.

A principal amount of $79,500,000 will be reserved or paid to
JPMorgan Chase Bank, N.A. in respect of its secured claim against
RCM.  The balance of the Assets in Place will be distributed to
the Securities Customer Claim Holders.

The Agreement provides for the formation of advisory committees
and professionals who will assist the RCM Trustee with managing
and distributing the Assets in Place.

Assuming that (i) the securities held by RCM are valued as of
March 6, 2006, (ii) the allowed Securities Customer Claims total
$2,700,000,000 and (iii) the allowed FX/Unsecured Claims total
$890,000,000, distributions under the Agreement would pay to the
Securities Customer Claim Holders in excess of 70% of their
claims, and to general unsecured claim holders in excess of 26%
of their claims.

RCM creditors will share recoveries on intercompany and third
party claims in accordance with procedures under the Agreement.  
The sharing mechanism may be adjusted according to actual values
of the securities portfolio at the time of initial distribution,
and the actual amounts of allowed claims from time to time.

                         Leuthold Dispute

Leuthold commenced an adversary proceeding seeking return of
certain quantities of silver and palladium in possession of RCM's
agents.

Court approval of the Agreement will constitute permission for
the RCM Trustee to sell the Leuthold Metals, if requested by
Leuthold, through a recognized market.  Leuthold will receive its
metals or the proceeds of sale and share in distributions as a
holder of FX/Unsecured Claims.

                       Rogers Funds Dispute

The Agreement is contingent on the settlement of a dispute with
the holders of the claims of Rogers Raw Materials Fund, L.P. and
Rogers International Raw Material Fund.  The Rogers Funds have
commenced an Estate Property Action involving property worth
$362,000,000.

The Agreement provides a mechanism agreed to by the Settling
Parties for reaching a settlement in respect of the Rogers Funds
claims.  The Agreement allows for the Rogers Funds to agree to
their claims being treated as Securities Customer Claims or
FX/Unsecured Claims.

If settlement with the Rogers Funds is not reached by July 14,
2006, the RCM Trustee will seek conversion of RCM's Chapter 11
case to a Chapter 7 case, wherein the Settling Parties will
attempt to implement the terms of the Settlement Agreement.

However, if agreement with the Rogers Funds is not reached by
October 15, 2006, even in a Chapter 7 case, then the Agreement
will not become fully effective.

If agreement is reached with the Rogers Funds for their claims to
be characterized as either Securities Customer Claims or
FX/Unsecured Claims, the Agreement provides for the claims to be
allowed claims.

                      Initial Effective Date

The Agreement terminates unless the Initial Effective Date occurs
before August 31, 2006.

The Initial Effective Date takes place on the last to occur of:

   (i) the Agreement being fully executed by the holders of
       requisite amounts of FX/Unsecured Claims and Securities
       Customer Claims;

  (ii) the RCM Trustee having completed his investigation of
       claims characterization as being Securities Customer
       Claims, and determined not to contest that
       characterization for more than $100,000,000 in the
       aggregate sum of those claims;

(iii) the RCM Trustee having determined that the requests for
       reimbursement of attorneys' fees and expenses are
       reasonable and should be paid as "substantial
       contribution" administrative claims of the RCM estate;
       and

  (iv) the Bankruptcy Court entering an order approving the
       Agreement in its entirety.

                     Pre-Packaged Chapter 7

The RCM Trustee will seek conversion of the case to Chapter 7 if:

   1.  the Agreement is not approved by August 31, 2006;

   2.  the parties are not able to reach appropriate amendments
       to the Agreement within a 10-day period after the
       Bankruptcy Court advises the parties that it will not
       approve the Agreement by August 31, 2006; or

   3.  certain milestones indicating progress toward implementing
       a plan of reorganization are not met, including:

       -- the filing of a plan by August 31,
       -- the approval of a disclosure statement by October 15,
       -- the confirmation of a plan by November 15, and
       -- the plan's effectiveness by December 31, 2006.

In light of the RCM Trustee's investment of time and diligence in
the Refco matters and the cost that would be expended in
educating another trustee as to the issues involved, the Settling
Parties have agreed to elect Mr. Kirschner as Chapter 7 trustee
if the case is converted to Chapter 7.  The Agreement serves as a
pre-conversion ballot in favor of his election.

However, neither the Agreement nor the Motion will in any way
bind the U.S. Trustee, or constitute a judicial ruling that would
limit the U.S. Trustee's discretion as to the appointment of an
interim Chapter 7 trustee.

Upon conversion to Chapter 7, the Chapter 7 trustee will, among
other things, submit an interim or final report that attempts to
implement the terms of the Agreement including its conditions to
full effectiveness.  The Chapter 7 trustee retains the right to
seek to bind creditors not party to the Agreement by appropriate
adversary or other actions.

The Agreement's provisions related to allocation of estate assets
among RCM creditors become effective if and only if the
"Subsequent Effective Date" occurs on or before January 15, 2007.

The conditions for the occurrence of the Subsequent Effective
Date are:

   (a) resolution of the Rogers Funds Claims as either
       Securities Customer Claims or FX/Unsecured Claims as
       determined by the Bankruptcy Court or in a manner
       acceptable to the RCM Trustee and the super majority no
       later than October 15, 2006;

   (b) confirmation and effectiveness of a plan of
       reorganization or conversion of the RCM Case to
       Chapter 7, in each case by January 15, 2007; and

   (c) determination by the RCM Trustee that there are
       sufficient funds available to pay administrative and
       priority claims.

                      Plan Support Agreement

Mr. Deveno tells Judge Drain that the Agreement is in many
respects similar to a plan support agreement among the RCM
Trustee and the Settling Parties.

However, Mr. Deveno clarifies, the RCM Trustee and the Settling
Parties do not seek to deprive other RCM parties-in-interest of
the chance to participate in the development of plan terms or
similar distribution mechanics.  He also notes that the key
financial terms of the Agreement become effective only upon their
incorporation into a confirmed and effective plan of
reorganization after proper disclosure or, in the event of an RCM
Chapter 7, in compliance with Chapter 7's procedures.

The parties to 13 of the 28 pending Estate Property Actions have
signed or are anticipated to sign the Agreement, Mr. Deveno
reports.  The claims of the 13 signatory parties total roughly
75% of the total claims at issue in the 28 existing Estate
Property Actions.

If the Agreement is approved by those parties whose counsel have
indicated that they are recommending execution, Mr. Deveno
relates that the Agreement will enjoy the support of Leuthold,
and holders of 60% of the total Securities Customer Claims and
32% of the total FX/Unsecured Claims existing against RCM.

A full-text copy of the Agreement is available at no charge at:

             http://ResearchArchives.com/t/s?d62

                       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: Judge Drain Issues Protective Order on Panel Subpoenas
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued a protective order governing the production, review and
handling of materials produced in response to subpoenas served by
the Official Committee of Unsecured Creditors appointed in Refco
Inc and its debtor-affiliates chapter 11 cases.

Judge Drain rules that parties producing documents in response to
a Rule 2004 Subpoena may designate as "Confidential" any material
produced to the Committee, which the Producing Party believes is
a non-public material that is subject to bank secrecy laws of a
foreign country or contains confidential information.

The Committee's counsel, Milbank, Tweed, Hadley & McCloy LLP,
will comply with the limitations imposed by any Court order, for
as long as that order remains in effect, regarding access to all
material served by a Producing Party.

Materials designated "Confidential" will only be disclosed to:

   * the Bankruptcy Court;

   * Milbank and the Committee's conflicts counsel, Kasowitz,
     Benson, Torres & Friedman LLP;

   * the Committee and officers and employees of the Committee
     members as the panel's outside counsel deem necessary to
     assist in connection with the Debtors' bankruptcy cases;

   * non-party experts or consultants retained in good faith to
     assist the Committee in connection with the Debtors' cases;

   * individuals who have been noticed for depositions or
     subpoenaed for trial testimony;

   * any person reflected as an author, addressee, or recipient
     of the Confidential material being disclosed or any person
     to whom Milbank believes likely received the materials in
     the ordinary course of business;

   * the Debtors and their officers and employees who may be
     necessary to assist the Committee in connection with the
     Debtors' cases;

   * Court reporters, stenographers or video operators at
     depositions, court or arbitral proceedings at which
     Confidential material is disclosed;

   * clerical and data processing personnel involved in the
     production and review of Confidential Information;

   * the United States Attorney for the Southern District of
     New York;

   * any examiner appointed by the Bankruptcy Court; and

   * any other person designated by the Bankruptcy Court,
     subject to terms as may be deemed proper.

Nothing in the Protective Order will require disclosure of any
material that a Producing Party contends is protected from
disclosure by attorney-client privilege, work-product doctrine
immunity or any other legally recognized privilege.

                       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).


REVLON INC: Reveals Preliminary Second Quarter Results for 2006
---------------------------------------------------------------
Revlon, Inc., announced its preliminary results for the second
quarter of 2006 and provided its outlook for 2006 and beyond.  The
Company also provided an update on its recent launch of Vital
Radiance, a new color cosmetics brand designed to serve women over
the age of 50, as well as its restage of the Almay brand.

Consistent with its previous disclosure, the Company indicated
that it expects Adjusted EBITDA in 2006 to be approximately even
with or somewhat below the $167 million achieved in 2005, after
taking into account a significant negative impact to operating
income in 2006 related to Vital Radiance, and the $10 million
restructuring charge announced earlier in the year.

"Our long-term strategy is focused on actions to build all of our
great brands, reduce costs and create sustainable value," Revlon
president and chief executive officer Jack Stahl commented on the
Company's performance and outlook.  

"While 2006 Adjusted EBITDA will be lower than originally
projected, largely due to a significant shortfall associated with
the launch of Vital Radiance, our overall business continues to
make progress.  

"In this environment, we believe we are taking the right actions
for the long-term to grow our sales, including capitalizing on the
Revlon brand across categories, while working aggressively to
reduce our cost structure and improve our margins.  We are
confident that our financial results in 2007 and beyond will
benefit meaningfully from these actions."

The Company indicated that it is continuing to assess various
alternatives to strengthen its capital structure and improve its
financial flexibility.  These alternatives include, among other
things, a possible amendment to the Company's current bank credit
agreement to add $75 million to the term loan.  The Company also
plans on issuing $75 million of equity in late 2006 or early 2007,
and intends to use the proceeds of that equity issuance to reduce
indebtedness.

                Preliminary Second Quarter Results

The Company indicated that net sales in the second quarter of 2006
are expected to be approximately even with net sales in the second
quarter of 2005.  This performance is expected to reflect growth
in gross sales of approximately 8%, primarily driven by the U.S.,
largely offset by approximately $20 million of estimated Vital
Radiance returns.

Approximately half of the Vital Radiance returns relate to space
reductions at certain large format retail customers, with the
balance due to anticipated modifications to the brand offering
related to the introduction of new products in 2007.

Adjusted EBITDA for the second quarter of 2006 is expected to be a
loss of approximately $30 million versus Adjusted EBITDA of $24
million in the second quarter of 2005.  This performance is
expected to primarily reflect a negative impact of approximately
$40 million related to Vital Radiance, as well as higher brand
support across the balance of the portfolio.  Partially offsetting
these factors was the benefit of the growth in gross sales in the
quarter.

"Notwithstanding the investment required to launch this new brand,
Vital Radiance has achieved a strong market share presence in
several key retailers and is on a path to becoming about a $50
million brand at retail targeted at an important and growing
demographic segment with a product line that is highly effective,"
Mr. Stahl commented on the performance of Vital Radiance.

"We have achieved a share of 2% to 3% in a number of important
retailers after only a few months in the market.  We believe these
market positions provide us an important platform from which we
can build the brand and achieve broader success across our
customer base over time."

Operating loss in the second quarter of 2006 is expected to be
approximately $55 million, versus essentially break-even operating
results in the second quarter of 2005.  Substantially the same
factors impacting the Adjusted EBITDA comparison are expected to
impact the operating loss comparison.  Net loss for the second
quarter of 2006 is expected to be approximately $95 million,
versus a net loss of $36 million in the second quarter of 2005.

                      Full Year 2006 Outlook

For the full year 2006, the Company indicated that it expects net
sales growth in the mid-single digit range.  Adjusted EBITDA for
the year is expected to be approximately even with or somewhat
below the 2005 level of $167 million, with the second half of 2006
expected to be up considerably versus year-ago, notwithstanding
the benefit the Company achieved in the fourth quarter of 2005
related to the sell-in of its 2006 new products program.

The expected improvement in the second half of 2006 reflects the
absence in the current year of some $55 million in start-up costs,
including $44 million of Almay returns and allowances, that were
incurred primarily in the third quarter and, to a lesser extent,
the fourth quarter of 2005, related to the complete restaging of
Almay and the launch of Vital Radiance.

Also expected to benefit the year-over-year comparison in the
second half are savings from the Company's cost reduction actions
and various productivity programs.

In terms of the financial impact of Vital Radiance on the
Company's 2006 results, Revlon indicated that the new brand is
likely to reduce its consolidated full year operating
profitability by approximately $60 million, reflecting the
significant investment the Company made in the early stage of the
launch to build awareness and trial combined with achieving less
than expected sales.

            Update on Vital Radiance and Almay Restage

The Company indicated that its new Vital Radiance brand,
introduced earlier this year, has achieved good results in key
retailers within both the Drug and Food classes of trade, while
performance in large format mass retailers has been well below
expectations.

The Company indicated that, with only a few months of
distribution, Vital Radiance achieved an overall market share of
1.4% in the month of May, with a 1.6% share achieved in that
period in the Drug class of trade.

Within Drug, Vital Radiance has achieved shares of 2% to 3% in
several retailers, after only a few months in the marketplace, and
the Company plans to leverage the drivers of this success across
the Vital Radiance customer base.

The Company believes that the range of performance achieved
to-date across the various mass trade channels and store formats
relates primarily to shopper demographics and the degree to which
the Vital Radiance brand supports the go-to-market strategy of a
given retailer.

Given the underperformance in certain stores, Revlon currently
expects a reduction of some of the retail space it gained for
Vital Radiance.  However, the Company expects its 22% space gain
achieved across all of its color cosmetics brands in early 2006
will be largely maintained, even after giving effect to the
anticipated reduction of some Vital Radiance space.

The Company's plan moving forward for Vital Radiance is to focus
resources on its revised retail footprint, its most effective
marketing drivers and the most productive products in the line.  
The Company believes this approach will result in a substantially
reduced operating loss for the brand in 2007.

The Company indicated that its restage of Almay, while tracking
behind its expectations, is contributing to consumption growth at
retail in 2006, following the strong year the brand achieved in
2005.  The Company believes that Almay, with its restaged position
in the marketplace, provides an important platform for growth.

                    Long-Term and 2007 Outlook

While not providing specific guidance for 2007, Mr. Stahl stated,
"We have every confidence that our financial results in 2007 will
benefit from the significant revenue-generating actions we are
planning to take to grow the Revlon brand across the categories in
which we compete; the substantially-improved financial profile of
Vital Radiance we expect in 2007, given the actions we have taken
to focus our brand support and retail presentation where it is
proving most effective; and the margin enhancing actions we will
continue to aggressively pursue to improve cost of goods sold
and returns, as well as overhead and administrative expenses."

                           About Revlon

Revlon, Inc. (NYSE:REV) -- http://www.revloninc.com/-- is a  
worldwide cosmetics, skin care, fragrance, and personal care
products company.  The Company's vision is to deliver the promise
of beauty through creating and developing the most consumer
preferred brands.  The Company's brands include Revlon(R),
Almay(R), Vital Radiance(R), Ultima(R), Charlie(R), Flex(R), and
Mitchum(R).

At March 31, 2006, the Company's balance sheet showed
$1,085,400,000 in total assets and $2,127,500,000 in total
liabilities, resulting in a stockholders' deficiency of
$1,042,100,000.


REVLON CONSUMER: Moody's Holds Corporate Family Rating at B3
------------------------------------------------------------
Moody's Investors Service affirmed Revlon Consumer Products
Corporation's long-term ratings, including the corporate family
rating of B3.  At the same time, Moody's lowered the company's
speculative grade liquidity ratings to SGL-4 from SGL-3 and
revised the outlook on the company's long term ratings to negative
from stable.

These rating actions reflect the significant financial, liquidity
and operational challenges Revlon faces over the next 6-12 months
as a result of the lower than anticipated results of the company's
strategic growth initiatives, including the relaunching of Almay
and the introduction of Vital Radiance.

These ratings were affected by this action:

   * Corporate family rating, affirmed at B3;

   * $160 million senior secured revolving credit facility due
     2009, affirmed at B2;

   * $700 million senior secured term loan facility due 2010,
     affirmed at B3;

   * $387 million senior notes due 2011, affirmed at Caa2;

   * $217 million 8.625% senior subordinated notes due 2008,
     affirmed at Caa3;

   * Speculative grade liquidity rating, lowered to SGL-4 from
     SGL-3

Outlook revised to negative from stable.

The company's current B3 long-term credit rating and negative
outlook reflect the materially negative free cash flow, high
leverage and weak liquidity profile of Revlon, offset in part by
its strong brand franchise in color cosmetics, skin care and
personal care products.  In addition, the long term ratings
reflect Moody's expectation that the company will be able to
improve its liquidity profile and financial flexibility in the
near term through a possible amendment to its current bank credit
agreement and by adding a $75 million term loan, as well as by
raising $75 million in equity by early 2007.

While Moody's views the increased equity offering commitment as an
important mitigant to risks associated with the high leverage
levels and execution of the company's strategic initiatives, the
company's sources of available liquidity are dependent upon the
successful completion of a number of critical financings, the
assurance of which is not necessarily guaranteed.  Accordingly,
Moody's lowered the speculative grade liquidity rating of Revlon
to SGL-4 and SGL-3 to reflect these near-term challenges to its
liquidity profile.  If Revlon is unable to successfully complete
these refinancings, its long term ratings will be lowered.

While Moody's recognizes that Revlon maintains strong on-going
support from its important retail customers, a revised approach to
launching Vital Radiance, including a new retail strategy,
underscore the significant power that the channels of distribution
maintain over their suppliers, especially with regard to new
product introductions.  

Despite lower than anticipated contribution from new products and
a challenging mass cosmetics competitive climate, Moody's still
anticipates Revlon's market share will remain stable, and in
combination with supply chain efficiency gains and cost controls,
will continue to yield sustainable EBITDA levels in the
$170-190 million range.  

Moody's also notes the significant financial support provided by
the company's largest shareholder, MacAndrews & Forbes, which is
wholly-owned by Ronald Perelman.

Revlon's credit metrics remain extremely weak and are not likely
to improve materially over the near-term. Specifically, Moody's
notes that Revlon's persistently negative cash flow generation,
EBITDA to interest coverage ratios of approximately 1.2 times
and high leverage levels of approximately 9x for the LTM period
ending March 2006, significantly constrain the rating.  More
importantly, the company's leveraged profile remains a rating
concern as it participates in an industry segment that requires
material upfront brand support, fixture, and product development
expenditures with uncertain consumer receptivity.

Revlon, headquartered in New York, is a worldwide cosmetics, skin
care, fragrance, and personal care products company.  The company
is a wholly-owned subsidiary of Revlon, Inc., which in turn is
majority-owned by MacAndrews and Forbes, which is wholly-owned by
Ronald O. Perelman.  Revlon's net sales for the twelve-month
period ended March 2006 were approximately $1.3 billion.


RIVERSTONE NETWORKS: Lonestar Capital Resigns from Equity Panel
---------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, informs
the U.S. Bankruptcy Court for the District of Delaware that
Lonestar Capital Management, LLC, resigned from the Official
Committee of Equity Security Holders in the chapter 11 cases of
Riverstone Networks, Inc., and its debtor-affiliates effective
July 5, 2006.

The Equity Committee is now composed of:

   1. S-Squared Tech, LLC
      Attn: Don Rode
      515 Madison Avenue
      New York, NY 10022
      Phone: 212-421-2155
      Fax: 212-838-3783

   2. S. Muoio & Co., LLC
      Attn: Salvatore Muoio
      509 Madison, Avenue
      New York, NY 10022
      Phone: 212-297-2555
      Fax: 212-297-2550

   3. Portfolio Logic, LLC
      Attn: Michael H. McKay
      600 New Hampshire Avenue
      Washington, DC 20037
      Phone: 202-266-7900
      Fax: 202-339-6570

   4. Xerion Partners II Master Fund, Ltd.
      Attn: Daniel Arbess
      450 Park Avenue
      New York, NY 10022
      Phone: 212-940-9828
      Fax: 212-940-9858

Attorney from the U.S. Trustee's office assigned to the Debtors'
cases is:

            David L. Buchbinder, Esq.
            Phone: (302) 573-6491
            Fax: (302) 573-6497

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


SAINT VINCENTS: Resolves Lease Dispute with Citicorp Leasing
------------------------------------------------------------
Citicorp Leasing, Inc., is an assignee of:

    * a Master Lease Agreement, dated June 6, 1995, between
      Honeywell, Inc., and St. Vincent's Hospital, Staten Island.
      Citicorp Leasing leased a Honeywell Energy Management System
      to SVH-SI to secure the Honeywell Lease.  The original term
      of the Honeywell Lease ended on March 25, 2006; and

    * a Master Sale and Assignment Agreement, dated May 31, 2001,
      between Fleet Business Credit LLC and Citicorp Leasing, as
      assignee of Fleet Capital Health Care Finance.  Citicorp
      Leasing has rights and interests under Equipment Schedule
      Nos. 1 and 5 related to Master Lease No. 1975 with SVCMC,
      dated November 1, 2000.  The Fleet/CLI Leases are secured by
      a number of ambulances and associated medical equipment.
      The terms for the Equipment Schedules are each for 60-month
      periods, which ended on November 1, 2005, for Equipment
      Schedule No. 1, and will end on July 1, 2007, for Equipment
      Schedule No. 5.

According to Gerald C. Bender, Esq., at Stroock & Stroock & Lavan
LLP, in New York, SVH-SI has not yet satisfied all of its
obligations to both Master Leases.  He adds that the Honeywell
Lease is continuing on a month-to-month basis but SVCMC has not
made the required payments.

On March 29, 2006, Citicorp Leasing filed three separate secured
proofs of claim:

    (i) $284,383 for the Honeywell Lease;
   (ii) $303,900 for Equipment Schedule No. 1; and
  (iii) $705,180 for Equipment Schedule No. 5.

As of the Petition Date, pursuant to the Equipment Leases, Saint
Vincents Catholic Medical Centers of New York and its debtor-
affiliates owed Citicorp Leasing approximately $1,300,000.

As of June 22, 2006, SVCMC owes Citicorp Leasing:

    (i) $106,434 under the Honeywell Lease;
   (ii) $114,371 under Equipment Schedule No. 1; and
  (iii) $483,473 under Equipment Schedule No. 5.

In addition, SVCMC owes Citicorp Leasing $70,000 in legal fees.

In May 2006, the Debtors filed their sale motions for Mary
Immaculate Hospital; St. John's Queens Hospital; St. Mary's
Premises; and St. Vincent's Hospital, Staten Island.

Citicorp Leasing does not consent to the sale of its equipment or
the transfer of any of the Equipment Leases as it has yet to
receive a definitive response from the Debtors regarding their
intentions with respect to its claims or the disposition of the
leased equipment.

In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, the Debtors and Citicorp Leasing
agreed that:

    (1) On or before July 4, 2006, the Debtors will pay to
        Citicorp:

        * $114,371 in full satisfaction of the Debtors'
          obligation under Equipment Lease No. 1; and

        * $153,300 under Equipment Lease No. 5, on a going
          forward basis until the closing date for the sale of the
          Queens Assets;

    (2) Citicorp will take all necessary actions and cooperate
        with the Debtors, but at no cost to Citicorp, to:

        * convey to the Debtors good title to the property covered
          by Equipment Lease No. 1; and

        * release any liens, encumbrances or interests Citicorp
          currently claims on that property.

        Citicorp will amend its claim based on amounts outstanding
        under Equipment Lease No. 1 to reflect that the Debtors
        have fully satisfied their obligations under that
        agreement;

    (3) On or before the Closing Date, the Debtors, Citicorp, and
        the Purchaser will enter into an agreement stating that
        effective as of the Closing Date:

        * SVCMC's payment obligations under Equipment Lease No. 5
          will be divided among SVCMC and the Purchaser in
          proportion to the value of equipment that is to remain
          with the Debtors, or is to be transferred to the
          Purchaser, under the terms of the Asset Purchase
          Agreement;

        * the Transferred Assets will be transferred to the
          Purchaser with Citicorp's consent and the Purchaser will
          be obligated to make all payments due under Equipment
          Lease No. 5 with respect to the Transferred Assets; and

        * SVCMC's payment obligations under Equipment Lease No. 5
          from and after the Closing Date will be limited to the
          payment obligations allocated to the Remaining Assets.

        The sum of the monthly payment obligations of each of
        Purchaser and SVCMC from and after the Closing Date will
        equal the total monthly payment due under Equipment Lease
        No. 5.

        The Parties will cooperate in good faith with each other
        and the Purchaser to agree on the terms of the agreement
        and will take all actions necessary to continue the first
        lien secured status of Citicorp with respect to the
        Transferred Assets and the Remaining Assets.

    (4) The Debtors have until July 4, 2006, to confirm the
        settlement amounts.  If the Debtors and Citicorp cannot
        agree on the proper amounts to be paid to Citicorp
        pursuant to the Stipulation, the Parties will submit the
        matter to the Court for a final determination.

    (5) On or before July 7, 2006, the Debtors will pay to
        Citicorp $35,000, in full satisfaction of all legal fees
        due and owing under Equipment Lease No. 1 and Equipment
        Lease No. 5.

    (6) Citicorp's Objection is deemed withdrawn as it relates to
        the sale of the Queens Assets and the assumption and
        assignment of the Assumed Contracts and Leases.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the          
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 28
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Liquidation Analysis Under First Amended Plan
---------------------------------------------------------------
The "best interests" test under Section 1129 of the Bankruptcy
Code requires as a condition to confirmation of a plan of
reorganization that each holder of impaired claims or impaired
interests receive property with a value not less than the amount
the holder would receive in a Chapter 7 liquidation.

To demonstrate that their First Amended Plan of Reorganization
satisfies the requirements of the "best interests" test, Silicon
Graphics, Inc., and its debtor-affiliates prepared a liquidation
analysis with the assistance of their financial advisors, Bear,
Stearns & Co., Inc., and their other advisors.  The Debtors based
the Liquidation Analysis on their balance sheets as of March 31,
2006.

The Analysis assumes that the actual March 31, 2006 balance sheets
are conservative proxies for the balance sheets that would exist
at the time a Chapter 7 liquidation would commence.

According to Kathy Lanterman, senior vice president and chief
financial officer of Silicon Graphics, Inc., the liquidation
analyses assumes:

    -- a liquidation period of 120 days for all assets excluding
       intellectual property and certain litigation claims against
       third parties;

    -- intellectual property will be liquidated over a period of
       six to nine months;

    -- certain litigation claims are to be placed in a liquidating
       trust to maximize their value;

    -- there are no recoveries from any potential preference or
       avoidable transactions; and

    -- the liquidation of the Debtors would result in the
       insolvency and liquidation of each of their non-debtor
       subsidiaries that would deprive the non-debtors a product
       to sell and disrupt their funding.

Ms. Lanterman relates that for all non-debtor entities, a
liquidation analysis was performed applying liquidation value
realization assumptions consistent with those used in the Debtors'
liquidation analyses, making adjustments for any material asset-
specific and local jurisdictional issues.

The results of the analyses determined the realizable value in a
liquidation for the net Intercompany Accounts Receivables from the
non-debtor subsidiaries to the Debtors and the value of the
Investment In Subsidiaries accounts for each Debtor, Ms.
Lanterman explains.

Based on the Liquidation Analysis, the Debtors conclude that the
Amended Plan meets the "best interest of creditors" test pursuant
to Section 1129(a)(7) of the Bankruptcy Code.

There are Impaired Classes with respect to each Debtor, certain of
which are contemplated to receive recoveries under the Plan,
Ms. Lanterman maintains.  The Debtors assert that the members of
each Impaired Class will receive at least as much as they would if
the Debtors were liquidated under Chapter 7.

                      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: Agrees with Christie Digital to Modify Stay
-------------------------------------------------------------
To resolve their dispute, Silicon Graphics, Inc., and its debtor-
affiliates and Christie Digital Systems USA, Inc., stipulate that:

    -- the automatic stay is modified solely to permit Christie
       Digital to serve a notice of non-renewal of the Master
       Subcontract Agreement.  The provisions prohibiting Christie
       Digital to collect, assess, or recover any prepetition
       claim from the Debtors or the Debtors' estates will remain
       in full force and effect;

    -- the terms of the Subcontracts remain in full force and each
       party remains fully obligated to complete all of its
       obligations as and when due under the Subcontracts and
       obligations under the Master Agreement that survive its
       expiration;

    -- notwithstanding the date on which the stipulation becomes a
       final order:

       (a) Christie Digital's Motion will be deemed a timely,
           sufficient and proper notice to the Debtors of its
           intention not to extend the Master Agreement beyond the
           July 31, 2006 expiration date; and

       (b) the Master Agreement will not be, and is not, extended
           past the Expiration Date.

As reported in the Troubled Company Reporter on June 26, 2006,
Christie Digital asked the Court to lift the automatic stay to
exercise its contractually protected right to confirm that it has
elected not to renew the Master Agreement by providing a written
notice required by the Master Agreement.

In March 2005, Christie Digital and the Debtors entered into a
Master Subcontract Agreement, which provides basic, general terms
for future projects that the parties might, in the future,
consider entering into together.

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

Edward H. Tillinghast, III, Esq., at Sheppard, Mullin, Richter &
Hampton LLP, in New York, relates that the Master Agreement did
not require Christie Digital or the Debtors to enter into any
subcontracts with each other.  The Master Agreement itself was not
a contract for any specific project

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


SMART-TEK: March 31 Balance Sheet Upside-Down by $490,599
---------------------------------------------------------
Smart-tek Solutions, Inc., filed its financial statements for the
quarter ended March 31, 2006, with the Securities and Exchange
Commission.

The Company reported a $82,234 net loss on $486,493 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $1,118,318
in total assets and $1,608,917 in total liabilities resulting in a
stockholders' deficit of $490,599.

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

               http://ResearchArchives.com/t/s?d93

                     Going Concern Doubt

Weinberg & Company, PA, expressed substantial doubt about Smart-
tek's ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended June 30,
2005.  The auditing firm pointed to the Company's net loss of
$286,096 and a negative cash flow from operations of $83,541
during the year ended June 30, 2005 as well as a working capital
deficiency of $ 637,726 and a shareholders' deficiency of $340,956
at June 30, 2005.

                 About Smart-tek Solutions Inc.

Smart-tek Solutions Inc. is a technology holding company in the
security and surveillance sector providing turnkey state-of-the-
art systems design and installation through its wholly owned
subsidiary, Smart-tek Communications, Inc.  Smart-tek
Communications, Inc. -- http://www.smart-tek.com/-- is the   
Company's initial acquisition in this sector and is appropriately
positioned to pursue additional acquisitions in order to restore
and enhance shareholder value.  Located in Richmond, British
Columbia, SCI specializes in the design, sale, installation and
service of the latest in security technology with proven
electronic hardware and software products.


SPECIALTYCHEM PRODUCTS: U.S. Trustee Appoints Three-Member Panel
----------------------------------------------------------------
The U.S. Trustee for Region 11 appointed three creditors to serve
on an Official Committee of Unsecured Creditors in SpeciatyChem
Products, Corp.'s chapter 11 case:    

     1. Air Products & Chemicals, Inc.
        c/o Lynn Richardson, Acting Chairman
        2701 Hamilton Boulevard
        Allenton, Philadelphia 18195
        Tel: (610) 481-3077
        Fax: (610) 706-5869

     2. Onyx Environmental Services, LLC
        c/o Dennis Swiecichowski
        W124 N951 Boundary Road
        Menomonee Falls, Wisconsin 53051
        Tel: (262) 255-6655 extention 28
        Fax: (262) 255-7990

     3. Safety-Kleen Systems, Inc.
        c/o Richard Hausmann
        5400 Legacy Drive
        Cluster 2, Building 3
        Plano, Texas 75024
        Tel: (972) 265-2270
        Fax: (927) 265-2960

The Committee has retained the law firms Brennan, Steil & Basting,
S.C., and Greenberg Traurig, LLP, as its bankruptcy co-counsels.
       
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 Marinette, Wisconsin, SpecilatyChem Products,
Corp., manufactures various organic chemicals for paper products,
electronics, agricultural products and other materials.  The
company filed for chapter 11 protection on June 12, 2006
(Bankr. E.D. Wi. Case No. 06-23131).  Christopher J. Stroebel,
Esq., Timothy F. Nixon and Marie L. Nienhuis, Esq., at Godfrey &
Kahn, S.C., represents the Debtor in its restructuring efforts.  
No Official Committed of Unsecured Creditors has been appointed
in the Debtor's bankruptcy proceedings.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of 10 million to $50 million


SPECIALTYCHEM PRODUCTS: Court Approves Godfrey & Kahn as Counsel
----------------------------------------------------------------
SpecialtyChem Products, Corp. obtained authority from the United
States Bankruptcy Court for the Eastern District of Wisconsin to
employ Godfrey & Kahn, S.C., as its bankruptcy counsel, nunc pro
tunc to June 12, 2006.

Godfrey & Kahn is expected to:

     a) advise the Debtor of its rights, powers and duties as
        debtor and debtor in possession;

     b) advise the Debtor concerning, and assist in the
        negotiation and documentation of financing agreements,
        debt restructurings, cash collateral arrangements, debtor
        in possession financing, and related transactions;

     c) review the nature and validity of liens asserted
        against the property of the Debtor and advising the
        Debtor concerning the enforceability of such liens;

     d) advise the Debtor concerning the actions that it might
        take to collect and to recover property for the benefit
        of the Debtor's estate;

     e) prepare on behalf of the Debtor all necessary and
        appropriate applications, motions, pleadings, draft
        orders, notices, schedules and other documents, and
        reviewing all financial and other reports to be filed
        in this chapter 11 case;

     f) advise the Debtor concerning, and preparing responses
        to, applications, motions, pleadings, notices and other
        papers that may be filed and served in this chapter 11
        case;

     g) counsel the Debtor in connection with the formulation,
        negotiation and promulgation of a plan of reorganization
        and related documents;

     h) counsel the Debtor in connection with any sales out of
        the ordinary course of business under Section 363 of the
        Bankruptcy Code; and

     i) perform all other legal services for and on behalf of
        the Debtor that may be necessary or appropriate in the
        administration of its chapter 11 case and the       
        reorganization of the Debtor's business, including
        advising and assisting the Debtor with respect to debt
        restructurings, stock or asset dispositions, claim
        analysis and disputes, and legal issues involving general
        corporate, bankruptcy, labor, environmental, employee
        benefits, securities, tax, finance, real estate and
        litigation matters.

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

      Professionals                 Designation     Hourly Rate
      -------------                 -----------     -----------
      Timothy F. Nixon, Esq.        Shareholder        $350
      Christopher Stroebel, Esq.    Associate          $250
      Marie L. Nienhuis, Esq.       Special Counsel    $275
      Gale Raiche                   Paralegal          $130
      Marybeth Roufus               Paralegal          $120

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

The firm's attorneys can be reached at:

        Timothy F. Nixon, Esq.
        Christopher Stroebel, Esq.
        Marie L. Nienhuis, Esq.
        Godfrey & Kahn, S.C.
        780 North Water Street
        Milwaukee, Wisconsin 53202
        Tel: (414) 287-9411
        Fax: (414) 273-5198
        http://www.gklaw.com/

Headquartered in Marinette, Wisconsin, SpecilatyChem Products,
Corp., manufactures various organic chemicals for paper products,
electronics, agricultural products and other materials.  The
company filed for chapter 11 protection on June 12, 2006
(Bankr. E.D. Wis. Case No. 06-23131).  Christopher J. Stroebel,
Esq., Timothy F. Nixon and Marie L. Nienhuis, Esq., at Godfrey &
Kahn, S.C., represent the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts of 10 million to $50 million.


TODD MCFARLANE: Wants Plan Filing Period Extended to Sept. 29
-------------------------------------------------------------
Todd McFarlane Productions, Inc., asks the U.S. Bankruptcy Court
for the District of Arizona to further extend the time within
which it has the exclusive right to file a disclosure statement
and a plan of reorganization to Sept. 29, 2006.

On June 21, 2006, the Court held a chapter 11 status conference,
in which the Debtor's counsel reported on the status of ongoing
negotiations with insurance companies that are parties to the
insurance litigation, and the need for another plan-filing period
extension.

According to Josefina McEvoy, Esq., at Squire, Sanders & Dempsey
LLP, the Debtor is in a critical stage right now with respect to
insurance matters.  The settlement with Travelers Indemnity
Company of America needs to be presented to the Court and, if
approved, will make $615,000 available to the estate pursuant to a
plan, Ms. McEvoy adds.

Ms. McEvoy concludes that the extension will allow the Debtor to
have enough time to formulate a feasible and meaningful plan and
to have that plan be modified as insurance issues are brought to
closure.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,  
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Kelly Singer, Esq., at Squire Sanders & Dempsey, LLP, represents
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Company filed for protection from its creditors, it listed
more than $10 million in assets and more than $50 million in
debts.


TRIUMPH HEALTHCARE: S&P Rates $110 Mil. 2nd-Lien Facility at CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Triumph HealthCare Second Holdings LLC's $395
million senior secured bank financing.  The borrower is a wholly
owned subsidiary of Triumph HealthCare Holdings Inc.

The first-lien bank loan facility consists of a seven-year $35
million senior secured revolving credit facility and a seven-year
$250 million senior secured term loan B.  The first-lien facility
is rated 'B+' (one notch higher than the 'B' corporate credit
rating on the parent company) with a recovery rating of '1',
indicating a high expectation for full recovery of principal in
the event of a payment default.

The second-lien bank loan facility consists of an eight-year $110
million senior secured term loan C.  The second-lien facility is
rated 'CCC+' (two notches lower than the corporate credit rating
on the parent company) with a recovery rating of '4', indicating
the expectation for marginal (25%-50%) recovery of principal in
the event of a payment default.

Net proceeds from the senior secured bank facility, which is
expected to close and fund in late July, will be used to refinance
the company's existing:

   * $35 million revolving credit facility;
   * $159 million first-lien term loan; and
   * $80 million second-lien term loan.

In addition, proceeds will be used to fund a $125 million special
dividend, as well as for working capital requirements, capital
expenditures, and general corporate purposes.

Existing ratings on Triumph, including the 'B' corporate credit
rating, were affirmed.  The rating outlook is negative.

"The low-speculative-grade ratings on Triumph reflect the
company's narrow focus in the competitive long-term acute care
hospital business, which is subject to regulatory and
reimbursement risk (as the company is heavily reliant on third-
party payors), weak cash flow protection measures, and relatively
high debt levels," said Standard & Poor's credit analyst David
Peknay.


UNITED ENERGY: Buffalo Coal's Committee Wants Cases Consolidated
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffalo Coal
Company, Inc., asks the U.S. Bankruptcy Court for the Northern
District of West Virginia to substantively consolidate the estates
of Buffalo Coal and United Energy Coal, Inc., pursuant to Section
105(a) of the Bankruptcy Code and Bankruptcy Rule 1015.

The Committee wants the two cases to be consolidated under Buffalo
Coal's.

The Committee tells the Court that Buffalo Coal is owned by C&G
Energy Group, which in turn is owned by Gerald Ramsburg and
Charles Howdershelt.  Messrs. Ramsburg and Howdershelt are the
sole officers and directors of Buffalo Coal and C&G Energy.  The
Committee further says that Messrs. Ramsburg and Howdershelt, in
their individual capacities, own United Energy.  They are also the
sole officers and directors of United Energy.

The Committee contends that while Buffalo Coal and United Energy
are technically different companies, they are operated as one
company with two divisions.

The Committee says that Buffalo Coal and United Energy relied on
the coal reserves of each other to adequately service their
respective customers.  While the two companies kept records of
intercompany transfers and related intercompany debts, given the
common ownership, reconciliation and repayment was not necessarily
adhered to nor were the debts memorialized by contracts,
promissory notes or other formal writings evidencing the debt.

In addition, the Committee relates, the two companies share assets
like equipment without entering into intercompany lease agreements
and has common employees.

The Committee says that the bankruptcies of the two companies have
common features citing that they have the same bankruptcy counsel
and most of the entities in their list of twenty largest unsecured
creditors were the same.

The Committee says that the successful reorganization of the cases
requires a buyer or new operator willing to purchase operate the
remaining coal permits owned by the two debtors.  The Committee
discloses that along with the two debtors, it is their intention
to package these assets together for sale.  The Committee
concludes that this goal could be accomplished in an easier and
more cost efficient way in one bankruptcy case.

                       About Buffalo Coal

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

                      About United Energy

Headquartered in Oakland, Maryland, United Energy Coal, Inc.,
filed for chapter 11 protection on May 31, 2006 (Bankr. N.D. W.Va.
Case No. 06-00453).  David A. Hoyer, Esq., at Hoyer, Hoyer &
Smith, PLLC, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed total assets of
$103,575,293 and total debts of total debts of $94,016,306.


UNITED ENERGY: U.S. Trustee Appoints Six-Member Official Committee
------------------------------------------------------------------
The U.S. Trustee for Region 4 appointed six creditors to serve on
an Official Committee of Unsecured Creditors in United Energy
Coal, Inc.'s chapter 11 case:

    1. Denis R. Vermette
       Virginia Electric and Power Company
       120 Tredegar Street
       Richmond, Virginia 23219
       Tel: (804) 787-5905
       Fax: (804) 787-6479

    2. Roger L. Nicholson
       Patriot Mining Company, Inc.
       c/o International Coal Group
       2000 Ashland Drive
       Ashland, Kentucky 41101
       Tel: (606) 920-7858
       Fax: (815) 642-4368

    3. William H. Mayer, III
       Bill Miller Equipment Sales, Inc.
       P.O. Box 112
       Eckert, Maryland 21528
       Tel: (301) 689-1013
       Fax: (301) 689-0112

    4. Vernon Yoder
       Tri County Petroleum, Inc.
       P.O. Box 108
       Defiance, Pennsylvania 16633
       Tel: (814) 928-4266
       Fax: (814) 928-5160

    5. Ronald Petrella
       GMS Mine Repair & Maintenance, Inc.
       P.O. Box 2446
       Mt. Lake Park, Maryland 21550
       Tel: (301) 334-8186
       Fax: (301) 334-8698

    6. Mark Stillwagon
       Lehigh Cement Company
       7660 Imperial Way
       Allentown, Pennsylvania 18189-1040
       Tel: (610) 366-4761
       Fax: (610) 366-4648

Court documents do not show who the Committee has retained to
represent them in the Debtor's case.
       
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 Oakland, Maryland, United Energy Coal, Inc.,
filed for chapter 11 protection on May 31, 2006 (Bankr. N.D. W.Va.
Case No. 06-00453).  David A. Hoyer, Esq., at Hoyer, Hoyer &
Smith, PLLC, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed total assets of
$103,575,293 and total debts of total debts of $94,016,306.


VERSO PAPER: Moody's Assigns B1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Verso Paper Holdings LLC.  Verso is being formed by an affiliate
of Apollo Management L.P. to purchase a coated and supercalendered
papers business that is currently owned and operated by
International Paper Company.

The purchase price consists of approximately $1.371 billion in
cash plus a $29 million, 10% limited partnership interest to be
retained by the seller as a means of deferring a portion of the
purchase price.  Inclusive of an estimated $75 million in
transaction fees, Verso requires $1.446 billion of cash to close
the transaction.  Financing includes drawings of approximately
$1,185 million under various debt instruments.

Moody's rated the $485 million senior secured component of these
instruments Ba2.  The $600 million second priority senior secured
notes were rated B1 and the $300 million senior subordinated notes
were rated B3.  The ratings outlook is stable.  Moody's also
assigned a speculative grade liquidity rating of SGL-2, indicating
that Verso is expected to have good liquidity arrangements over
the next twelve months.

The key factors influencing Moody's rating assessment:

   a) the considerable amount of debt utilized to finance the
      purchase;

   b) anticipated coated paper pricing, and, in turn, expected
      cash flow generation and leverage of debt to cash flow; and

   c) the company's management and ownership profile.

The first two factors combine to provide indications of credit
protection measurements.  With nearly 82% of the cash required to
fund the deal being comprised of debt and with pro forma Debt-to-
LTM EBITDA of 6.4 times, leverage is significant.  With near-to-
mid-term coated paper pricing being relatively uncertain, it is
not clear how quickly the company can de-lever.

Pricing for No. 5, 34 lb coated mechanical paper has recovered
from the 2002 and 2003 trough, but has retreated from highs
experienced in 2005 and is currently trading at approximately
$1,000 per ton. Given economic uncertainties, the magnitude of
pricing gains that are forecast for the balance of 2006 is
uncertain.

The influence of the third factor adds to the cautionary tone.
With Verso being a new entity, it does not yet have a financial
personality or track record.  Key managers have extensive
operating experience but comparatively little experience financing
and administering a stand-alone business.

As well, with the company being controlled by a financial
investor, behavior is likely to be more focused on shareholder
returns than would otherwise be the case.

Moody's anticipates that as certain measures improve, there is a
likelihood of dividends being implemented, and, as well, refinance
activity being initiated that would potentially retire
subordinated debt in advance of less expensive senior debt.
Accordingly, Moody's expects shareholders to internalize a
significant proportion of any gains that are realized, and that
debt holder positions will be more static than would otherwise be
the case.  Given the influences of these various factors, Moody's
is cautious in interpreting quantitative rating signals.

Assignments:

Issuer: Verso Paper Holdings LLC

   * Corporate Family Rating, Assigned B1
   * Speculative Grade Liquidity Rating, Assigned SGL-2
   * Senior Secured Bank Credit Facility, Assigned Ba2
   * Senior Secured Regular Bond/Debenture, Assigned B1
   * Senior Subordinated Regular Bond/Debenture, Assigned B3

Outlook: Stable

Headquartered in Memphis, Tennessee, Verso is a privately held
integrated producer of coated and supercalendered publication
papers.  The company's largest and controlling shareholder is an
affiliate of Apollo Management L.P., a financial investor.


WINN-DIXIE: WD Montgomery Wants Fairfield Partners to Pay $281,897
------------------------------------------------------------------
Winn-Dixie Montgomery, Inc., asks judgment from the U.S.
Bankruptcy Court for the Middle District of Florida for damages
against Jake Aronov, Owen Aronov and Fred Berman for $281,897 plus
interest, attorneys' fees and costs.

Jake Aronov, Owen Aronov and Fred Berman are the partners of
Fairfield Partners Limited Partnership, which owned the Flint
Ridge Centre in Fairfield, Alabama.

Fairfield Partners proposed that Winn-Dixie Montgomery, Inc.,
relocate its store in the Midfield Shopping Center to the Flint
Ridge Centre.  As an incentive, the defendants executed and
delivered an agreement to pay $11,770 per month to Winn-Dixie
during the remaining term of the unexpired Midfield lease.

The Incentive Payment Agreement also provided for a monthly
credit in an amount equal to 48% of any proceeds Winn-Dixie
received from subleasing the Midfield property.

The defendants' monthly payment obligation was reduced by about
$4,907 per month, for a net monthly payment of $6,863, from
December 1995 until the termination of the sublease in November
1999.

Upon termination of the sublease, Winn-Dixie no longer received
proceeds from any sublease of the Midfield property and the
Defendants were no longer entitled to a credit against their
monthly payment obligation.

The defendants, however, continued paying Winn-Dixie $6,863 per
month from November 1999 until August 2004, Leanne McKnight
Prendergast, Esq., at Smith Hulsey & Busey, in Jacksonville,
Florida, said.  As a result, they owe Winn-Dixie an arrearage of
$281,897 under the Incentive Payment Agreement.  In July 2004,
Winn-Dixie demanded payment of the Arrearage but the Defendants
refused to pay, Ms. Prendergast said.

              Breach of Contract & Unjust Enrichment

Ms. Prendergast asserts that the defendants breached the
Incentive Payment Agreement when they failed to pay the Arrearage
amount in July 2004.

As a proximate result of the breach of contract, Winn-Dixie has
suffered damages in excess of $281,897 plus interest.  The
defendants are also obligated to reimburse Winn-Dixie for all
costs incurred in the proceeding, including attorneys' fees, Ms.
Prendergast contends.

Ms. Prendergast also asserts that the defendants' failure to pay
the Arrearage amount to Winn-Dixie constitutes the unjust
retention of a benefit conferred upon them at the expense of
Winn-Dixie.

Retaining money that belongs to Winn-Dixie would unjustly enrich
the Defendants, Ms. Prendergast says.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Rejects 23 Executory Contracts & Unexpired Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Winn-Dixie Stores, Inc., and its debtor-affiliates to
reject 23 executory contracts and unexpired leases, effective
as of June 29, 2006.

As reported in the Troubled Company Reporter on June 26, 2006, the
Debtors said that the contracts were no longer necessary to their
operations.

A list of the Contracts rejected is available for free at
http://ResearchArchives.com/t/s?c16

By rejecting the Contracts, the Debtors will avoid unnecessary
expenses and burdensome obligations that provide no tangible
benefit to their estates and creditors, D. J. Baker, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, asserted.

According to the Debtors, some of the Contracts are unnecessary
because they relate to facilities that have been sold or closed.
These contracts consist of:

    (a) a warehouse service agreement with American Cold Storage-
        North America, L.P., for the Debtors former Louisville
        warehouse;

    (b) a copier equipment lease with Great America Leasing
        Corporation;

    (c) a transportation agreement with Kenan Advantage Group,
        Inc., for shipping services to stores that are now closed;

    (d) an inventory agreement between Deep South Products, Inc.,
        and Phoenix Closures; and

    (e) a service agreement with Waste Management - AL for a
        closed store in Alabama.

The rest of the Contracts consist of:

    (1) several pharmacist service agreements;

    (2) several information technology contracts;

    (3) a uniform rental agreement with Cintas Corporation;

    (4) a service agreement with Safety-Kleen Corp.;

    (5) a security guard service agreement with Wackenhut
        Corporation; and

    (6) a merchant processing agreement with Nova Information
        Systems, Inc., and Wachovia Bank.

The Debtors either no longer need these agreements or they can
obtain similar services from alternative sources at a lower cost.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 43; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WORLDCOM INC: Court Says Amended Pact with Dobie is Executory
-------------------------------------------------------------
The Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York notes that the issue before the
Court is whether the Amended Settlement Agreement between
WorldCom, Inc., and its debtor-affiliates and Dobie Properties,
LLC, constitutes an executory contract and if this is so, whether
the Debtors assumed it.

The Court applied the Countryman test and the Functional approach
in analyzing the Amended Agreement:

   a. Under the Countryman test, "an executory contract is one
      that is not so fully performed that a breach by either side
      would constitute a material breach of the contract." The
      Penn Traffic Co. v. Cor. Route 5 Co., LLC, No. 05-3755,
      2005 U.S. Dist. LEXIS 20407, at *6 (SDNY Sept. 16, 2005).

   b. Under the Functional approach, a Court looks to whether
      assumption or rejection of the contract would benefit the
      debtors' estate, regardless of whether any material
      obligations remain outstanding on the part of only one
      party to the contract, Judge Gonzalez notes.

The Debtors asserted that Dobie's obligation to refrain from
filing a motion to vacate the State Court Consent Judgment could
not render the Amended Settlement Agreement executory, because
"if that were the case, all settlement agreements would be
executory because, by their nature, they obligate the parties to
refrain from proceedings with the underlying litigation."

The Court, however, finds that the present case can be
distinguished from the type of settlement agreements referred by
the Debtors.  "In a typical settlement agreement, the underlying
concern is the continuation of the litigation that was settled.  
In this case, the underlying concern was not the outcome of the
litigation, but rather the risk that would result to the
Condemnation Action if the litigation were to continue," Judge
Gonzalez notes.

The interrelationship between the Debtors' performance and the
bargained for non-performance on the part of Dobie is, among
other things, what distinguishes the case from other litigation
settlement agreements.  Judge Gonzalez finds that these
distinctions address the concern that finding a passive
obligation satisfies the Countryman test would open the
floodgates to all settlement agreements being considered
executory.

Furthermore, the Court holds that the record demonstrates the
materiality of Dobie's obligation to refrain, coupled with the
Debtors' material obligations establishes, and the executory
nature of the Settlement Agreement.

The Court opines that though Dobie did breach a material
obligation that would have relieved the Debtors of their own
obligations under the Amended Settlement Agreement, the Consent
Order in effect negates that breach.  The Consent Order
specifically held that the State Court Judgment and the Amended
Settlement Agreement were in full force and effect.

The Court disagrees with the Debtors' argument that the Amended
Settlement Agreement is non-executory as assumption would not
provide any benefit to the Debtors.

The Condemnation Action had not yet been resolved by the
Effective Date.  Rejection of the Amended Settlement Agreement at
that point would have left Dobie free to challenge the State
Court Judgment in the State Action and to pursue the issue in the
Condemnation Action, the Court notes.  Thus, Judge Gonzalez says,
assumption at that point in time clearly benefited the Debtors'
estate as it ultimately permitted the Debtors to recover
$3,670,000, thus recouping an additional $2,070,000 above the
amount of any claim that Dobie might have against the Debtors'
estate.

Accordingly, the Court concludes that the Amended Settlement
Agreement was executory on the Effective Date of the Debtors'
Plan or Reorganization.

The Amended Settlement Agreement, being an executory contract
that was not specifically rejected prior to the Effective Date of
the Debtors' Plan of Reorganization; for which a motion seeking
rejection was not filed prior to the Confirmation Date; and which
was not listed on the Schedules to the Plan Supplement, therefore
was assumed under the Plan, Judge Gonzalez finds.

Accordingly, the Debtors must cure any deficiencies in the
Settlement Agreement in conjunction with its assumption.

Judge Gonzalez grants Dobie's request for enforcement of the
Settlement Agreement.

The Court requires the Debtors to disburse to Dobie the
$1,600,000 in Proceeds held in escrow by Gaylord Merlin Ludovici
Diaz & Bain.

As reported in the Troubled Company Reporter on Dec. 21, 2005,
Judge Gonzalez authorized Gaylord Merlin to immediately disburse
$2,070,000 out of the principal sum held in the Escrow Account to
MCI, Inc.

The Court directed Gaylord Merlin to retain $1,600,000 in
principal in the Escrow Account until further Court order.

Judge Gonzalez further authorized Gaylord Merlin to disburse to
MCI 56.4% of the interest accrued to date on the proceeds from the
Condemnation Action.  Gaylord Merlin will retain the remainder of
the accrued interest in the Escrow Account.

Judge Gonzalez clarified that the Order is without prejudice to
the rights of MCI and Dobie with respect to the principal of
$1,600,000 and accrued interest retained in the Escrow Account.

As reported in the Troubled Company Reporter on Sept. 20, 2005,
Judge Gonzalez ruled that the funds held in the Registry will be
deposited into a segregated, interest bearing account to be
maintained by Gaylord Merlin pending resolution of the parties'
competing claims.

The Court further ordered that no disbursement of the funds from
the Escrow Account will be made without a written agreement of
both parties or further Court Order.

                         About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global   
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
Oct. 31, 2003, and on Apr. 20, 2004, the company formally emerged
from U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy
News, Issue No. 121; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WORLDCOM INC: Settles Farmington Levy Dispute with Clarion County
-----------------------------------------------------------------
MCI Communications Services, Inc., the successor-in-interest to
Debtor MCI WorldCom Network Services, Inc., and Clarion County
Tax Claim Bureau wish to resolve MCI's claims related to Clarion
County's levy of a tax lien on the property located in Farmington
Township, Clarion County, Pennsylvania, and the commencement of
the Tax Foreclosure Sale of the Property.

In a stipulation approved by the U.S. Bankruptcy Court for the
District of New York, the parties agree that:

   (1) Clarion County's levy of a tax lien and the subsequent Tax
       Foreclosure Sale are deemed void ab initio and of no
       effect as a matter of law;

   (2) Clarion County will provide all necessary assistance to
       MCI in updating the relevant real estate records to
       reflect the vacatur of the Tax Foreclosure Sale and
       confirming title to the Property in MCI, free and clear of
       any interest asserted by Kevin L. McFarland;

   (3) if, by reason of the Tax Foreclosure Sale being vacated,
       Clarion County must reimburse Mr. McFarland for the amount
       he paid for the tax deed, MCI will reimburse Clarion
       County for that amount, but not to exceed $650;

   (4) The Parties will execute and exchange further
       documentation as may be reasonably required to give effect
       to the Stipulated Judgment;

   (5) The Parties will each bear its own costs and attorneys'
       fees; and

   (6) The Debtors will discharge Clarion County from any and all
       claims resulting from the sale of the Property.

                          *     *     *

The Court notes that Mr. McFarland failed to respond to MCI's
complaint.  Accordingly, based on the Stipulated Judgment
resolving MCI's claims against Clarion County, Judge Gonzalez
grants judgment in favor of MCI.

Judge Gonzalez rules that Clarion County's levy of a tax lien on
the Property and commencement of the Tax Foreclosure Sale were
violations of the automatic stay and are thus void ab initio and
of no effect as a matter of law.

Judge Gonzalez declares that:

   (1) MCI is the beneficial owner of the Property, not
       considering the purported sale to Mr. McFarland; and

   (2) Clarion County's tax claim related to the Property is
       discharged and the tax foreclosure sale was conducted in
       violation of the discharge injunction.

The Court orders that the Property and the equipment located in
the Property's premises are to be returned to MCI.

Mr. McFarland is taxed with the costs of the Debtors' complaint.

                         About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global   
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
Oct. 31, 2003, and on Apr. 20, 2004, the company formally emerged
from U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy
News, Issue No. 121; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Brant Trucking & Materials, Inc.
   Bankr. S.D. Ohio Case No. 06-31740
      Chapter 11 Petition filed July 5, 2006
         See http://bankrupt.com/misc/ohsb06-31740.pdf

In re Rajan Sood
   Bankr. D. Md. Case No. 06-13922
      Chapter 11 Petition filed July 5, 2006
         See http://bankrupt.com/misc/mdb06-13922.pdf

In re Saxonburg Foundry Company, Inc.
   Bankr. W.D. Pa. Case No. 06-23075
      Chapter 11 Petition filed July 5, 2006
         See http://bankrupt.com/misc/pawb06-23075.pdf

In re E & L Auto Rebuilders, Inc.
   Bankr. N.D. Ill. Case No. 06-07917
      Chapter 11 Petition filed July 6, 2006
         See http://bankrupt.com/misc/ilnb06-07917.pdf

In re Inner City Grocers, Inc.
   Bankr. W.D. Pa. Case No. 06-23104
      Chapter 11 Petition filed July 6, 2006
         See http://bankrupt.com/misc/pawb06-23104.pdf

In re MACAR, LLC
   Bankr. N.D. Ala. Case No. 06-40919
      Chapter 11 Petition filed July 6, 2006
         See http://bankrupt.com/misc/alnb06-40919.pdf

In re World Paradise, Inc.
   Bankr. D. N.J. Case No. 06-16072
      Chapter 11 Petition filed July 6, 2006
         See http://bankrupt.com/misc/njb06-16072.pdf

In re Barbara J. Malhotra
   Bankr. D. Md. Case No. 06-13994
      Chapter 11 Petition filed July 7, 2006
         See http://bankrupt.com/misc/mdb06-13994.pdf

In re Fyfe's Corner Bistro, Inc.
   Bankr. W.D. Wis. Case No. 06-11500
      Chapter 11 Petition filed July 7, 2006
         See http://bankrupt.com/misc/wiwb06-11500.pdf

In re Grimm Inc.
   Bankr. D. Ariz. Case No. 06-02055
      Chapter 11 Petition filed July 7, 2006
         See http://bankrupt.com/misc/azb06-02055.pdf

In re Industrial Finishing Service, Inc.
   Bankr. N.D. Ind. Case No. 06-11033
      Chapter 11 Petition filed July 7, 2006
         See http://bankrupt.com/misc/innb06-11033.pdf

In re K2 Systems Group
   Bankr. W.D. Tex. Case No. 06-11040
      Chapter 11 Petition filed July 7, 2006
         See http://bankrupt.com/misc/txwb06-11040.pdf

In re Mazada Enterprises, Inc.
   Bankr. S.D. Tex. Case No. 06-33139
      Chapter 11 Petition filed July 7, 2006
         See http://bankrupt.com/misc/txsb06-33139.pdf

In re Pristine Pools, Inc.
   Bankr. N.D. Fla. Case No. 06-50157
      Chapter 11 Petition filed July 7, 2006
         See http://bankrupt.com/misc/flnb06-50157.pdf

In re Stan Rekeweg, LLC
   Bankr. N.D. Ind. Case No. 06-11036
      Chapter 11 Petition filed July 7, 2006
         See http://bankrupt.com/misc/innb06-11036.pdf

In re Todd D. Howell
   Bankr. D. Conn. Case No. 06-31066
      Chapter 11 Petition filed July 7, 2006
         See http://bankrupt.com/misc/ctb06-31066.pdf

In re LLDCP, Inc.
   Bankr. D. Conn. Case No. 06-31071
      Chapter 11 Petition filed July 10, 2006
         See http://bankrupt.com/misc/ctb06-31071.pdf

In re Schiff, Inc.
   Bankr. W.D. Pa. Case No. 06-23162
      Chapter 11 Petition filed July 10, 2006
         See http://bankrupt.com/misc/pawb06-23162.pdf

In re Automotive Torque Converter, Inc.
   Bankr. N.D. Ala. Case No. 06-40940
      Chapter 11 Petition filed July 11, 2006
         See http://bankrupt.com/misc/alnb06-40940.pdf

In re Jireh Controls, LLC
   Bankr. E.D. La. Case No. 06-10639
      Chapter 11 Petition filed July 11, 2006
         See http://bankrupt.com/misc/laeb06-10639.pdf

In re R.M.R. Properties, Inc.
   Bankr. D. N.J. Case No. 06-16243
      Chapter 11 Petition filed July 11, 2006
         See http://bankrupt.com/misc/njb06-16243.pdf

In re Shiloh Ridge Development, LLC
   Bankr. M.D. N.C. Case No. 06-50890
      Chapter 11 Petition filed July 11, 2006
         See http://bankrupt.com/misc/ncmb06-50890.pdf

In re WDRL-TV, Inc.
   Bankr. W.D. Va. Case No. 06-70716
      Chapter 11 Petition filed July 11, 2006
         See http://bankrupt.com/misc/vawb06-70716.pdf

                             *********

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
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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-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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                    *** End of Transmission ***