TCR_Public/060724.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 24, 2006, Vol. 10, No. 174

                             Headlines

ACANDS INC: Wants Until Nov. 3 to Remove Prepetition Civil Actions
ACANDS INC: Ct. OKs Stipulation Settling AWI & Travelers' Dispute
ADELPHIA COMMS: Asks Court to Approve U.S. EPA Settlement Accord
ADELPHIA COMMS: America Channel Will Appeal Permanent Injunction
AFFILIATED COMPUTER: Files Suit Against DHHS in North Carolina

AFFINITY TECHNOLOGY: Approves Salary Increases of CEO and COO
AH-DH APARTMENTS: Gets Final Okay to Use Citigroup's Collateral
AIRNET COMMS: Plan Confirmation Hearing Set for August 17
ALLIED HOLDINGS: Bridge Order Extends Plan-Filing Period to Aug. 4
ALLIED HOLDINGS: Inks Settlement Pact with Gateway and Hydraulic

ALT COMM: Case Summary & 20 Largest Unsecured Creditors
ALTEON INC: Posts $1.6 Million Net Loss in Quarter Ended March 31
AMERICAN CREDIT: Voluntary Chapter 11 Case Summary
AMERICAN MEDICAL: Completes Tender Offer for Laserscope's Shares
AMERICAN SAFETY: Moody's Junks Rating on $175 Mil. 2nd-Lien Loan

AMERICAN SAFETY: S&P Junks Rating on $175 Million Second-Lien Loan
ANCHOR GLASS: Reports on 33 Claim Transfers to Three Entities
ASARCO LLC: Court Approves Mercer as Special Financial Advisor
ASARCO LLC: Can Assume Bank of America Equipment Lease
BERKLINE/BENCHCRAFT: High Leverage Cues S&P to Lower Rating to B

BLACKWATER ENTERPRISES: Case Summary & Largest Unsecured Creditor
BRADLEY PHARMA: Restates First Quarter 2006 Financial Results
CATHOLIC CHURCH: Court Rules on Estimation Methodology in Portland
CATHOLIC CHURCH: Claimants Object to Portland's Discovery Request
CERADYNE INC: Acquires Facility and Equipment for $14.1 Million

CHARLES EDWARDS: Creditors Lose Bid to Prosecute State Court Suit
CHURCH & DWIGHT: To Acquire Orange Glo Int'l for $325 Million
CITGO PETROLEUM: Averted Auction Won't Affect Ratings Says Fitch
COLLINS & AIKMAN: Lessors Balk at Extended Lease Decision Deadline
CREATIVE VENTURES: Case Summary & Eight Largest Unsec. Creditors

CROWN CORK: Financial Leverage Prompts Moody's to Hold Ratings
CROWN HOLDINGS: Good Liquidity Cues Fitch to Put Low-B Ratings
DELPHI CORP: UAW President Says Strike Still Possible
DELPHI CORP: Says Harbinger Stock Purchase is "Noncompliant"
DELPHI CORP: Unit Sells Assets to Wireless Matrix for $11 Million

DELTA AIR: Wants Court Approval on Panasonic Master Agreement
DELTA AIR: Wants to Amend Merrill Lynch Letter of Credit Facility
DELTA AIR: Flight Attendants To Negotiate for Consensual Agreement
DIGITAL LIGHTWAVE: Borrows $200,000 from Optel for Working Capital
DYNCORP INTERNATIONAL: Appoints Herb Lanese as President and CEO

EAGLEPICHER CORP: S&P Rates $65 Million Sr. Credit Facility at B-
ENRON CORP: WB Court Orders Argentina to Pay Azurix Unit $165 Mil.
ENRON CORPORATION: Files Seventh Post-Confirmation Report
ENTERGY NEW ORLEANS: S&P Holds Default Rating With Neg. Outlook
EQUISTAR CHEMICALS: Fitch Puts Low-B Ratings on Evolving Watch

ESTERLINE TECH: Moody's Lifts Rating on $175 Mil. Sr. Notes to Ba3
EVERGREEN INT'L: Launches Tender Offer for 12% Senior Sec. Notes
EVERGREEN INT'L: Planned Refinancing Prompts S&P's Positive Watch
FALCONBRIDGE LIMITED: Directors Review Xstrata's Revised Offer
FALCONBRIDGE LTD: Must Decide on Offers by July 27 Says Inco

FALCONBRIDGE LTD: Raised Phelps Bid Cues S&P to Watch Ratings
FIRST SUMMIT: Case Summary & Largest Unsecured Creditor
FOAMEX INTERNATIONAL: Gets Okay to Set Off Guilford Mills Debts
FORD MOTOR: Moody's Lowers Senior Unsecured Ratings to B2
GE COMMERCIAL: Fitch Affirms Low-B Ratings on Three Class Certs.

GENERAL MOTORS: Clears PBGC Hurdle to $14-B Sale of 51% GMAC Stake
GREAT NORTHERN: Hires German Nason as New Brunswick Counsel
GTSI CORP: New Loans Require Continuing Positive EBITDA
H&E EQUIPMENT: Issues $250 Mil. Senior Notes in Private Offering
H&E EQUIPMENT: S&P Rates Proposed $250 Million Senior Notes at B+

IDI CONSTRUCTION: Court Says $2.4 Mil. Settlement is the Estate's
INCO LIMITED: Asserts that Offer is Superior to Xstrata's
INCO LIMITED: Teck Cominco Extends Offer Expiry to August 16
ITC HOMES: Hires McNamara Goldsmith as Arizona Special Counsel
KAISER ALUMINUM: Terminates 4-1/8% & 4-3/4% Convertible Stocks

LEAR CORP: Agrees to Add European Interiors Biz to Joint Venture
LG.PHILIPS DISPLAYS: Ch. 7 Trustee Hires Cooch & Taylor as Counsel
LG.PHILIPS: Ch. 7 Trustee Taps Pepper Hamilton as Special Counsel
LITTLE FARM: Case Summary & Eight Largest Unsecured Creditors
LYONDELL CHEMICAL: Fitch Puts Low-B Ratings on Evolving Watch

LYONDELL CHEMICAL: Discontinued Sale Cues Moody's Ratings Review
LYONDELL CHEMICAL: Averted Sale Prompts S&P's Negative Watch
MAXXAM INC: Pacific & Britt Completes $145 Million Financing
MC GREENHOUSE: Case Summary & Eight Largest Unsecured Creditors
MERIDIAN AUTOMOTIVE: Delaware Court Approves Disclosure Statement

MERIDIAN AUTO: Files Revised 3rd Amended Plan & Disclosure Papers
MERIDIAN AUTOMOTIVE: Addresses Clean-Air Violations Cited by EPA
MILLENNIUM CHEMICALS: Fitch Affirms Issuer Default Rating at B+
MIRANT CORP: Rule 2019 Dispute on PEPCO Settlement Resolved
MIRANT CORP: Court Approves New York Independent System Settlement

MIRANT CORP: Wants Environmental Dept.'s 2006 Consent Order Okayed
NATIONAL LAMPOON: Appoints Bruce Long as President
NATIONSRENT COS: Ashtead Merger Prompts S&P's Positive Watch
OCA INC: Court Denies BofA's Request to Disband Equity Committee
OSA DEVELOPMENT: Case Summary & Largest Unsecured Creditor

OWENS CORNING: Wants Court to Approve Blue Ridge Settlement
OWENS CORNING: Court Approves Rights Offering Procedures
PARKWAY HOSPITAL: Wants Plan-Filing Period Extended to Aug. 30
PARMALAT USA: Bondi Seeks Permanent Injunction on Ancillary Cases
PERINI CORP: Moody's Withdraws Senior Notes' B2 Ratings

PHIBRO ANIMAL: Receives Requisite Consents for Three Senior Notes
PLATFORM LEARNING: U.S. Trustee Objects to Hiring of Argus Mgt.
PLYMOUTH RUBBER: Court Approves Modified 2nd Amended Ch. 11 Plan
PORTRAIT CORPORATION: Hires Thomas L. Garret, Jr. as EVP and CFO
RUBEN DONADO: Case Summary & 13 Largest Unsecured Creditors

RUSSELL-STANLEY: Has Until November 30 to Object to Claims
SATCON TECH: Inks $12 Mil. Financing Transaction with Investors
SEMGROUP LP: Moody's Holds B1 Rating on $350 Million Senior Notes
SILICON GRAPHICS: Goodwin Procter Represents Ad Hoc Committee
SILICON GRAPHICS: Wants to Issue Credit Memos to Customers

SPECIALTYCHEM PRODUCTS: Wants Fort Dearborn as Financial Advisor
SPECIALTYCHEM PRODUCTS: Panel Taps Greenberg Traurig as Co-Counsel
SUPERIOR GALLERIES: Sells Assets to DGSE Cos. for $14 Million
TEREX CORP: Inks New $900 Million Senior Lending Facility
TRANSFIRST HOLDINGS: Moody's Junks Rating on $120 Mil. Sec. Loan

TRANSFIRST HOLDINGS: S&P Rates $120 Million Second-Lien Loan at B-
TRISTAR HOTELS: Ch. 7 Trustee Hires Wendel Rosen as Bankr. Counsel
UNISYS CORP: Moody's Downgrades Senior Unsec. Debt Rating to B2
US SHIPPING: Expansion Program Prompts Moody's to Review Ratings
UTILITY CRAFT: Case Summary & 20 Largest Unsecured Creditors

VARIG S.A.: Sojitz Corp. Blocks Plea for Permanent Injunction
XYBERNAUT CORP: Inks Further Amendment to Secured Promissory Note
YANDOLI FOODS: Voluntary Chapter 11 Case Summary

* Gilbert Heintz is "Hidden Gem" in BTI Power Rankings

* BOND PRICING: For the week of July 17 - July 21, 2006

                             *********

ACANDS INC: Wants Until Nov. 3 to Remove Prepetition Civil Actions
------------------------------------------------------------------
ACandS, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to extend the period within which it can remove pending
civil actions until Nov. 3, 2006, or the Effective Date of its
plan.

As reported in the Troubled Company Reporter on June 27, 2006, the
Court had previously extended the Debtor's exclusive plan-filing
period to July 6, 2006.

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

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

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

The extension will give the Debtor and its professionals more time
to make fully informed decisions concerning removal of each
prepetition action.

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

                    Chapter 11 Plan Update

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


ACANDS INC: Ct. OKs Stipulation Settling AWI & Travelers' Dispute
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the stipulation of settlement among ACandS, Inc., Armstrong World
Industries, Inc., and Travelers Casualty and Surety Company, The
Travelers Indemnity Company and the Travelers Insurance Company.

               Interpleader Action and Other Dispute

The Travelers Insurance companies filed a complaint against both
the Debtor and AWI for interpleader in AWI's Chapter 11 case, in
connection with several disputes among the parties concerning
their rights and obligations with respect to the Shared Primary
Travelers Policies and the related proceeds.

Among others, the Debtor and AWI dispute:

   -- amounts previously billed to or paid by Travelers for Non-
      Products Claims under the Shared Primary Travelers
      Policies.

   -- their rights with respect to the remaining indemnity limits
      for Non-Products Claims under the Shared Primary Travelers
      Policies that have not yet been billed to or paid by
      Travelers.

                       Terms of Stipulation

The Stipulation resolves multiple complex insurance disputes among
the Debtor, AWI and Travelers over the parties' rights and
obligations on insurance policies shared by the Debtor and AWI.  
In addition, the Stipulation also resolves a complaint filed by
Travelers in AWI's chapter 11 case, which will save the Debtor
from attorney's fees and expenses.

The Debtor however says that the Stipulation only covers the
disputes among the parties with respect to the shared policies.  
The Stipulation does not resolve other disputes between the Debtor
and Travelers.

Pursuant to the Stipulation, the Debtor will receive $2,464,628 on
account of unpaid indemnity payments, which amount equals half of
the unbilled coverage on the shared insurance policies.

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

                    Chapter 11 Plan Update

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


ADELPHIA COMMS: Asks Court to Approve U.S. EPA Settlement Accord
----------------------------------------------------------------
To avoid civil and administrative claims, including potentially
significant civil penalty claims, Adelphia Communications
Corporation and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to enter
into a Settlement Agreement with the United States of America, on
behalf of the Environmental Protection Agency.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New
York, relates that the ACOM Debtors own and operate approximately
4,000 facilities located in 31 States and majority of these
facilities consist of cable television operating plants and
equipment, which may have stand-by electric power generating
equipment, including diesel generators and sulfuric acid
batteries.  Many of the facilities are subject to federal and
state environmental laws.

To resolve potential violations of the relevant federal
environmental statutes, rules and regulations at its facilities,
the ACOM Debtors voluntarily initiated an environmental self-
audit of their facilities.

The ACOM Debtors and the EPA seek to ensure that the ACOM Debtors
come into and remain in compliance with the Environmental
Requirements.  Based upon preliminary results of the Audit, the
EPA believes that it has claims against the ACOM Debtors for
violations of Environmental Requirements at some of their
facilities.

The ACOM Debtors have completed the Audit and have agreed to
submit to the EPA a final and a supplemental report disclosing
violations and certifying that all disclosed violations were
corrected.

Mr. Shalhoub informs the Court that the ACOM Debtors already have
taken corrective actions to resolve the EPA Claims.

The principal terms of the Settlement Agreement are:

    a. For violations of Environmental Requirements discovered
       pursuant to the Audit and corrected by the ACOM Debtors as
       provided for in the Settlement Agreement, the ACOM Debtors
       will pay civil penalties of:

        * $800 per facility in violation of the Clean Air Act
          Sections 110 and 113(a)(1);

        * $1,150 per facility in violation of Emergency Planning
          and Community Right-to-Know Sections 311 and 312;

        * $1,500 per facility in violation of Clean Water Act
          Section 311 for failure to have a Spill Prevention,
          Control and Countermeasures plan; and

        * $2,600 per facility in violation of CWA Section 311 for
          both failure to have a SPCC plan and failure to have
          adequate secondary containment.

       Additionally, the ACOM Debtors will pay $20,000 for South
       Coast Air Quality Management District violations for which
       compliance with best available control technology is
       necessary.

    b. The ACOM Debtors will be liable to pay penalties up to
       a maximum aggregate cap of $233,000, provided that any
       violation disclosed in the Final Audit Report in excess of
       category-specific totals are not included in the Settlement
       Agreement;

    c. The ACOM Debtors will submit a Final Audit Report in the
       two days after the Court approves the Settlement Agreement;

    d. The ACOM Debtors will submit a Supplemental Report upon
       completing all required corrective actions with respect to
       the SCAQMD Violations;

    e. Upon receipt of the Final Audit Report, the United States
       will determine the consistency of the disclosures in the
       Final Audit Report with the requirements of the Settlement
       Agreement.  If the United States accepts the ACOM Debtors'
       disclosures, the United States will present them with a
       draft Final Settlement Agreement that specifies those
       violations for which they must pay civil penalties;

    f. Upon the United States' receipt of the ACOM Debtors'
       certified Final Audit Report and Supplemental Report and
       upon the ACOM Debtor's payment in full of civil penalties,
       the Settlement Agreement will resolve the United States'
       civil and administrative claims for the violations for
       which corrections are made and penalties paid;

    g. The Unites States' agreement to the terms of the Settlement
       Agreement is expressly conditioned on the completeness,
       truth and accuracy of all certifications made by the ACOM
       Debtors in its Audit Reports;

    h. The civil penalties will be treated as allowed
       administrative expenses.  The United States will not
       required to file an application for administrative expenses
       in order to receive payment from the Debtors; and

    i. In the event that the Court has not approved the Settlement
       Agreement before the effective date of the Company Sale,
       Adelphia will not oppose any request by the United States
       for an extension of the deadline for filing its
       administrative expense claims against the ACOM Debtors up
       to 60 days after the date of the Court's approval or denial
       of the Settlement Agreement.

Mr. Shalhoub asserts that approval of the Settlement Agreement
will permit the ACOM Debtors to avoid the time, expense and
uncertainty of litigation with respect to violations of the
Environmental Requirements that they disclosed in the Final
Report and corrected.

                  About Adelphia Communications

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 Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-
10642).  Their cases are jointly adminsitered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 141; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADELPHIA COMMS: America Channel Will Appeal Permanent Injunction
----------------------------------------------------------------
The America Channel, LLC; Gray, Plant, Mooty, Mooty & Bennett,
P.A.; and Alioto Law Firm notify the U.S. Bankruptcy Court for the
Southern District of New York that they will take an appeal from
Judge Gerber's judgment and permanent injunction to the United
States District Court for the Southern District of New York.

Judge Gerber enjoined America Channel, et al., from violating the
automatic stay by prosecuting any claim for injunctive relief
under United States Antitrust Laws to prevent Comcast Corporation
and Time Warner Cable, Inc., from purchasing assets of Adelphia
Communications Corp.  America Channel, et al., have a pending
lawsuit against Time Warner and Comcast in the United States
District Court for the District of Minnesota.

America Channel, et al., present three issues for the District
Court for the Southern District of New York to review:

    (1) Does the Bankruptcy Court have original and exclusive
        jurisdiction, to the exclusion of all United States
        District Courts, over any antitrust action brought against
        Comcast, Time Warner, and any affiliated company to enjoin
        them from purchasing the assets of Adelphia under
        Sections 1 and 2 of the Sherman Act, Section 7 of the
        Clayton Act, and Section 16 of the Clayton Act?

    (2) Is the Bankruptcy Court's ruling that any effort to enjoin
        the buyers of the Adelphia assets in an antitrust action
        in any forum other than the Bankruptcy Court would
        constitute a violation of Section 362(a) of the Bankruptcy
        Code incorrect as a matter of law?

    (3) Is the Bankruptcy Court's injunction overly broad in
        permanently enjoining America Channel, et al., from
        pursuing any claim for injunctive relief, other than in
        the Bankruptcy Court, preventing the buyers of the
        Adelphia assets from dividing those and other assets, and
        allocating cable system markets in violation of United
        States antitrust laws?

America Channel, et al., insist that the June 26 injunction by
the Bankruptcy Court is an impermissible restraint on their right
to bring a federal antitrust action in the court of their choice,
and wrongfully interferes with the jurisdiction of the Minnesota
District Court in which America Channel, et al., filed their
action.  The injunction is also overly and improperly broad in
enjoining America Channel, et al., from seeking a preliminary
injunction against a planned division of markets by Comcast and
Time Warner once they have acquired the Adelphia cable systems.

America Channel, et al., ask the District Court to reverse and
vacate the Bankruptcy Court's injunction.

The ACOM Debtors object to America Channel, et al.'s designation
of contents of record on appeal.  The ACOM Debtors point out that
their Petition for Reorganization was not before the Bankruptcy
Court in the adversary proceeding, and should not be added to the
record on appeal.

                  About Adelphia Communications

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 Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-
10642).  Their cases are jointly adminsitered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 141; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AFFILIATED COMPUTER: Files Suit Against DHHS in North Carolina
--------------------------------------------------------------
Affiliated Computer Services, Inc., filed with the General Court
of Justice, Superior Court Division, in Wake County, North
Carolina, a complaint and motion to preserve records related to
the contract of its subsidiary, ACS State Healthcare, LLC, with
the North Carolina Department of Health and Human Services.

On July 14, 2006, the Company says that it received a letter from
DHHS notifying the Company that DHHS was terminating the contract.

The Company believes that DHHS did not have a valid basis for
terminating the contract and thus pursued legal action against
DHHS.  In its complaint, the Company alleges, among other things,
that:

    * DHHS' actions caused significant delays in the project,

    * DHHS through its employees have taken affirmative action to
      withhold information from the Company and the public, and

    * DHHS failed to properly respond to the Company's public  
      records requests.

                        DHHS Contract

In April 2004, ACS State awarded a contract by DHHS to replace and
operate the North Carolina Medicaid Management Information System.  
Although protests we filed by competing bidders, the Company
commenced to perform services under the contracts at the request
of DHHS.

The Company discloses that on June 6, 2006, it received a notice
from DHHS that DHHS planned to terminate the contract if the
alleged breaches were not cured.  On June 12, 2006, the Company
disclosed that contracts issues arose and ACS State and DHHS
alleged that the other party breached the contract.  The parties
then entered into a series of standstill agreement in order to
permit discussion of their respective issues regarding the
contract and whether the contract would be continued or
terminated.

                    Impact of Termination

The Company reports that prior to the assessment of the contract
termination notice and subject to appropriate adjustments after
such assessment, in the fiscal year ended June 30, 2006, the
Company preliminarily recognized $6.4 million of revenue under the
contract resulting in operating losses during the fiscal year.

As of June 30, 2006, the Company had recorded unbilled revenue
related to the contract of approximately $11 million.  The Company
is currently reviewing the impact of the notice of termination on
the amounts currently outstanding and other potential costs to
terminate the contract.

A full-text copy of the Termination Letter dated July 14, 2006
from DHHS to ACS State is available for free at:

              http://ResearchArchives.com/t/s?e32

A full-text copy of the Response letter dated July 12, 2006 from
ACS State to DHHS regarding the contract is available for free at:

              http://ResearchArchives.com/t/s?e33

Headquartered in Dallas, Texas, Affiliated Computer Services,
Inc., (NYSE: ACS) -- http://www.acs-inc.com/-- provides business  
process outsourcing and information technology solutions to
commercial and government clients.

                         *     *     *

As reported in the Troubled Company Reporter on June 22, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured ratings to 'BB' from `BB+' for Affiliated
Computer Services Inc.  The ratings remain on CreditWatch with
negative implications, where they were placed Jan. 27, 2006.


AFFINITY TECHNOLOGY: Approves Salary Increases of CEO and COO
-------------------------------------------------------------
The Compensation Committee and Board of Directors of Affinity
Technology Group, Inc., approved the salary increases of its
president and chief executive officer and chief operating officer
and other compensation related matters on July 14, 2006.

President and CEO, Joseph A. Boyle's base salary was increased to
$250,000 per year while chief operating officer, S. Sean Douglas'
was increased to $125,000 per year.  Mr. Boyle also resumed full-
time employment with the Company effective July 3, 2006.

The Company also disclosed that it granted to Messrs. Boyle and
Douglas these stock options:

                     No. of Shares
                    of Common Stock   Exercise
  Officer          Underlying Award    Price      Term
  -------          ----------------   --------    ----
  Joseph A. Boyle     2,500,000        $0.50      10 years
  S. Sean Douglas       850,000        $0.50      10 years

The Company says that one-third of the options are immediately
exercisable, and the other two-thirds becoming exercisable in two
equal annual installments on the first and second anniversaries of
the date of grant.

The Company also disclosed that it awarded stock options to two
non-employee directors:

                     No. of Shares
                    of Common Stock   Exercise
  Director         Underlying Award    Price      Term
  -------          ----------------   --------    ----
  Robert M. Price       250,000        $0.35      10 years
                        250,000        $0.50      10 years

  Peter R. Wilson       250,000        $0.35      10 years
                        250,000        $0.50      10 years

The options to acquire 250,000 shares for $0.35 per share are
immediately exercisable, and the options to acquire 250,000 shares
for $0.50 per share are exercisable in two equal annual
installments on the first and second anniversaries of the date of
grant.

                        About Affinity Technology

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc. -- http://www.affi.net/-- owns a portfolio of patents  
that covers the automated processing and establishment of loans,
financial accounts and credit accounts through an applicant-
directed remote interface, such as a personal computer or terminal
touch screen.  Affinity's patent portfolio includes U. S. Patent
No. 5,870,721C1, No. 5,940,811, and No. 6,105,007.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2006,
Scott McElveen, L.L.P., expressed substantial doubt about Affinity
Technology Group, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the company's
recurring operating losses, accumulated deficit, and certain
convertible notes in default.


AH-DH APARTMENTS: Gets Final Okay to Use Citigroup's Collateral
---------------------------------------------------------------
The Honorable Brenda T. Rhoades of the U.S. Bankruptcy Court for
the Eastern District of Texas gave her final stamp of approval to
AH-DH Apartments, Ltd., and its debtor-affiliates' request for
permission to use Citigroup Global Market Realty Corporation, fka
Salomon Brothers Realty Corporation's cash collateral.

The Debtors owe Citigroup approximately $154,673,603, as of
March 22, 2006, on account of four promissory notes issued between
August 2001 and December 2003 and a Mezzanine Note, dated
Dec. 22, 2003, in the original principal amount of $11,000,000.

Certain Loan Agreements, Assignment of Rents and Leases, and
Depository Acknowledgements secure the Notes.  The Mezzanine Note
is secured by, among other things, the Mezzanine Loan Agreement
and Pledge Agreements.

Citigroup consents to the use of its cash collateral to fund
budgeted expenditures outline in an approved budget.  A copy of
this budget is available for free at:

             http://researcharchives.com/t/s?e1c

As additional security for the repayment of the Debtors'
obligations, the Court grants Citigroup a fully perfected first
priority security interest in all of the Debtors' cash, received
after the petition date, that constitute proceeds of its
collateral.

As adequate protection for any diminution in value of its
collateral, Citigroup is also granted replacement liens on all
assets of the Debtors.

The Debtors agree to make monthly payments to Citigroup equal to
the amount of income less necessary expenses as indicated in the
approved budget.  Citigroup is free to apply these adequate
protection payments towards payment of the Debtors' obligations.

The liens and adequate protections granted to Citigroup are
subject to a carveout reserved for payment of allowed professional
fees and fees due to the Clerk of the Bankruptcy Court.

Headquartered in Plano, Texas, AH-DH Apartments, Ltd., owns 16
apartment complexes.  The company and three of its affiliates
filed for chapter 11 protection on Mar. 22, 2006 (Bank. E.D. Tex.
Case No. 06-40355).  J. Mark Chevallier, Esq., at McGuire Craddock
& Strother, P.C., represents the Debtors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $50 million and $100 million.

DH Holdings Limited Partnership and DH Holdings GP, Inc., filed
for chapter 11 protection on Apr. 8, 2006 (Bankr. E.D. Tex. Case
Nos. 06-40479 and 06-40480).  Another affiliate, DB Holdings, LLC,
filed for chapter 11 protection on Apr. 10, 2006 (Bankr. E.D. Tex.
Case No. 06-40484).  The Debtors' chapter 11 cases are jointly
administered under Case No. 06-40355.


AIRNET COMMS: Plan Confirmation Hearing Set for August 17
---------------------------------------------------------
The Honorable Arthur B. Briskman of the U.S. Bankruptcy Court for
the Middle District of Florida in Orlando has conditionally
approved the Disclosure Statement explaining AirNet Communications
Corporation's Chapter 11 Plan of Reorganization.

Judge Briskman will consider approval of the Debtor's Plan at a
combined Disclosure and Confirmation Hearing at 9:30 a.m., on
Aug. 17, 2006, at Courtroom A, 5th Floor, 135 West Central Blvd.
in Orlando, Florida.

                         Plan Overview

Pursuant to its Plan, AirNet will continue to operate it business
after the effective date.  All equity interest in the Debtor prior
to its bankruptcy filing will be cancelled and new equity will be
distributed to:

     a) TECORE, Inc., in exchange for the cancellation of
        $5.5 million of its Secured Claim; or

     b) other entities who will make a higher and better offer for
        the interests in the Reorganized Debtor, as determined by
        the Court.

The Debtor's default of an Amended and Restated Security Agreement
with Laurus Master Fund, Ltd., triggered a default in its
Securities Purchase Agreement with TECORE and SCP Private Equity
Partners, II, LP.  The Securities Purchase Agreement governs the
issuance and sale to SCP and TECORE of senior secured convertible
notes in the principal amount of $16 million.

TECORE has offered to purchase all of the Debtor's equity through
a Chapter 11 plan of reorganization.  The Letter of Intent details
a proposed $500,000 exit financing by TECORE to the Reorganized
Debtor and an offer to purchase an additional $500,000 of the
Debtor's products during the first 12 months after the effective
date of the Plan.

                        Treatment of Claims

Allowed Administrative Claims, estimated at approximately
$200,000, will be paid in full on the effective date from the
Debtor's cash-on-hand and, to the extent cash-on-hand is
insufficient, the exit financing promised by TECORE.

Allowed Priority Tax Claims will be paid based on a six-year
amortization and maturity with interest at six percent.  Priority
Tax payments will be made quarterly, commencing on the effective
date.

Priority Wage, Vacation, and Benefit Claims, estimated at less
than $700,000, will be paid in full over a period of one year
without interest.  The Reorganized Debtor will assume the
liability for accrued vacations for existing employees, thus the
Debtor believes the actual amount payable under this class to be
de minimis.

TECORE's claim, secured by a first priority lien on all
intellectual property of the Debtor and a subordinated lien on all
other assets, will be paid on a quarterly basis based on a 10-year
amortization and maturity with interest at seven percent per
annum.  The Debtor estimates TECORE's allowed secured claim tot
total $2 million.  Based on this amount and the anticipated
$500,000 DIP loan, the Debtor expects to make quarterly payments
to TECORE in the amount of $84,146.  TECORE will waive the
remaining balance of its claim in exchange for a 100% equity
interest in the Reorganized Debtor.  The balance of its claim will
be treated as a general unsecured claim if it fails to acquire the
equity interest of the Reorganized Debtor.

Laurus has agreed to reduce its $4.2 million secured claim to
$3.3 million.  The reduced claim will be divided into two
Tranches.  Tranche A, for $800,000, will accrue interest at 3% and
will be repaid through 16 quarterly payments of $50,000 plus
interest with the first payment due 30 days from the effective
date.  Tranche B, for $2.5 million, will not accrue any interest.  
It will be repaid upon each sale of any item of inventory which
existed as of May 22, 2006.

On the effective date, the Reorganized Debtor will pay $400,000 to
SCP on account of its  allowed secured claim.  Additionally,
AirNet will commence quarterly payments to SCP based on a note
with a principal amount of $300,000, a three-year amortization and
maturity and interest at seven percent per annum.  The Debtor has
the option to pay the SCP note for $210,000 within 90 days of the
effective date.

Holders of General Unsecured Claims will receive a pro rata
interest in the AirNet Creditors Trust.  The trust will be funded
from the proceeds of causes of action and a note from the
Reorganized Debtor for $350,000.  The Note will be paid quarterly
based on a 10-year amortization and maturity with interest at 7%.  
The quarterly payments shall be $12,030.

Equity Interests in the Debtor will be terminated on the effective
date.

A copy of the Disclosure Statement is available for a fee at:

http://www.researcharchives.com/bin/download?id=060723230700

               About AirNet Communications

Headquartered in Melbourne, Florida, AirNet Communications
Corporation -- http://www.aircom.com/-- designs, manufactures,  
and markets wireless infrastructure products and offers
infrastructure solutions for commercial GSM customers, and
government, defense, homeland security based agencies.  The Debtor
filed for chapter 11 protection on May 22, 2006 (Bankr. M.D. Fla.
Case No. 06-01171).  R. Scott Shuker, Esq., at Gronek & Latham,
LLP, represents the Debtor in its restructuring efforts.  Hywel
Leonard, Esq., at Carlton Fields, PA, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$15,701,881 and total debts of $21,615,346.


ALLIED HOLDINGS: Bridge Order Extends Plan-Filing Period to Aug. 4
------------------------------------------------------------------
The Honorable Coleman Ray Mullins of the U.S. Bankruptcy Court for
the Northern District of Georgia issued a bridge order extending
the exclusive period within which Allied Holdings, Inc., and its
debtor-affiliates may file their plans of reorganization through
and including Aug. 4, 2006.

The Debtors are asking the Court to further extend the periods
during which they have the exclusive right to:

    a. file a plan of reorganization, through and including
       November 1, 2006; and

    b. solicit acceptances of that plan, through and including
       January 2, 2007.

The Court will convene a hearing on August 3, 2006, 9:30 a.m. to
consider the Debtors' request.

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. 26;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Inks Settlement Pact with Gateway and Hydraulic
----------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure and Section 105 of the Bankruptcy Code, Allied Holdings,
Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for
the Northern District of Georgia to:

    * approve a settlement agreement with Gateway Development and
      Manufacturing, Inc., and Hydraulic Development and
      Manufacturing, Inc.; and

    * permit the execution of the Settlement Agreement.

On August 20, 1997, Allied Holdings, Inc., entered into a purchase
agreement with Ryder System, Inc., pursuant to which Allied was to
purchase Ryder's automotive carrier division.  The sale closed in
September 1997.

One of the Ryder System entities sold to Allied under the Purchase
Agreement was Commercial Carriers, Inc.  Excluded from the sale
was Commercial Carriers Incorporated Manufacturing, a trailer
manufacturing division of CCI.

Ryder System held an open bidding process to sell CCIM's assets,
wherein Gateway emerged as the highest bidder.

On August 29, 1997, Gateway and CCI entered into an asset purchase
agreement pursuant to which Gateway was to purchase CCIM's assets
from CCI.  The sale contemplated by the CCI/Gateway Agreement was
scheduled to close on September 22, 1997.  However, the sale never
closed and Ryder System sold CCIM's assets to another entity.

In October 1997, Gateway filed a civil lawsuit in the New York
Supreme Court, Erie County captioned Gateway Development and
Manufacturing, Inc. v. Commercial Carriers, Inc., Ryder Truck
Rental, Inc., Ryder System, Inc. and Allied Holdings, Inc., Index
No. 1997/8920.

The complaint in the Gateway Action asserts a number of causes of
action related to the failed closing of the CCI/Gateway Agreement
against Allied, CCI, Ryder and a subsidiary of Ryder -- Ryder
Truck Rental, Inc.

While not currently named as actual defendants in the Gateway
Action, Gateway claimed that it was considering adding Allied
Automotive Group, Inc., and Axis Group, Inc., as defendants.

Gateway has also filed proofs of claim in the Debtors' bankruptcy
cases with respect to the matters in the Complaint against not
only Allied and CCI, but AAGI and Axis as well:

       * Claim No. 2029 against Allied;
       * Claim No. 2030 against AAGI;
       * Claim No. 2031 against CCI; and
       * Claim No. 2032 against Axis.

Each of the Claims asserts claims for compensatory damages
totaling between $18,000,000 and $21,850,000, plus punitive
damages, pre- and post-judgment interest, costs, legal expenses
and attorney's fees.

The Complaint asserts several claims, including:

    -- a claim for tortious interference with contract against
       Allied;

    -- claims against CCI for breach of contract, breach of duty
       of good faith and fair dealing, fraudulent inducement,
       negligent misrepresentation, and fraud;

    -- claims against Ryder System for fraudulent inducement,
       negligent misrepresentation, and fraud; and

    -- claims against Ryder Truck for fraudulent inducement,
       negligent misrepresentation, fraud, and breach of guaranty.

Ryder System, Ryder Truck, and CCI filed counterclaims against
Gateway and cross-claims against Allied in the Gateway Action,
also based on the failed closing.

The Ryder parties also filed a separate action against Gateway,
Hydraulic, Allied, AH Acquisition Corp., AAGI, Canadian
Acquisition Corp., Axis National Incorporated, and Axis, in the
State of New York, Supreme Court: Erie County, at Index No.
2000/8184.

Gateway filed cross-claims against Allied in the Ryder Action.
Although all claims by the Ryder parties against the Allied
parties in the Gateway Action and the Ryder Action have been
dismissed, Gateway's direct and cross-claims against Allied in the
Gateway Action and the Ryder Action still remain, as do Gateway's
direct claims against the Ryder parties in the Gateway Action and
the Ryder parties' counterclaims and direct claims against Gateway
in the Gateway Action and the Ryder Action.

According to Harris B. Winsberg, Esq., at Troutman Sanders LLP, in
Atlanta, Georgia, neither Allied nor CCI has insurance coverage
for the types of claims asserted against them in the Gateway
Action and the Ryder Action.  Accordingly, the financial liability
for any recovery awarded to Gateway pursuant to the State Court
Actions would fall directly on certain of the Debtors.

Gateway and Ryder System have agreed to a settlement in the
Gateway Action and the Ryder Action, which, if approved by the
Court, would also apply to the Debtors.

Mr. Winsberg relates that although the specific terms of the
Settlement Agreement are confidential, the provisions relevant to
the Debtors are:

    (1) in consideration of the final settlement of the Gateway
        Action and the Ryder Action, the Debtors, Gateway,
        Hydraulic, Ryder System and Ryder Truck will mutually
        release and discharge one another from all obligations;

    (2) the Debtors are to pay nothing; and

    (3) Gateway will withdraw with prejudice all of the Claims,
        and will waive any rights under Section 502(j) of the
        Bankruptcy Court to seek allowance or reconsideration of
        the Claims.

The Debtors recognize that asking the Court to approve a
confidential settlement agreement is rather unusual, but the fact
that they are receiving full releases and the withdrawal of large
claims while paying nothing demonstrates the reasonableness of the
Settlement Agreement, Mr. Winsberg says.

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)


ALT COMM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: ALT Communications, Inc.
        P.O. Box 229
        Woodstock, Georgia 30188

Bankruptcy Case No.: 06-68497

Type of Business: The Debtor is a telecommunications company
                  that provides planning, design, installation,
                  and maintenance for data and voice systems.
                  See http://www.altcommunications.com/

Chapter 11 Petition Date: July 20, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Robert Brizendine

Debtor's Counsel: R.T. Gordon, Esq.
                  Shriver & Gordon, P.C.
                  301 Creekstone Ridge
                  Woodstock, Georgia 30188
                  Tel: (770) 926-7326
                  Fax: (770) 926-9661

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Essential Marketing Systems      Pending Suit        $1,000,000
c/o Baker Donelson
Suite 1000 211 Commerce Street
Nashville, TN 37201

Regions Bank                     Line of Credit        $500,000
2653 Marietta
Canton, GA 30114

Toshiba America, Inc.            Trade Claim           $488,449
9740 Irvine Boulevard
Irvine, CA 92618

Bellsouth Advertising            Contingent            $260,000
c/o Benjamin Schwartz
Suite 110, 8625 Crown Crescent
Charlotte, NC 28227

Bells Ferry Properties           Claim                 $155,348
5345 Bells Ferry Road
Suite 100
Acworth, GA 30102

Larry Brown                      Stockholder Claim     $153,000

North Carolina Dept. of Revenue  Tax Claim              $49,108

Clear Channel                    Trade Debt             $40,815

ALT Technologies                 Claim                  $30,000

Tennessee Dept. of Revenue       Tax Claim              $25,263

Georgia Department of Revenue    Tax Claim              $25,031

Nextell Communications           Trade Claim            $21,743

Nuvox                            Trade Claim            $17,685

Verizon/GTE                      Trade Claim            $17,435

Hanover Insurance                Insurance Premium      $17,261

Florida Department of Revenue    Tax Claim              $16,709

Fleet Fueling                    Trade Debt             $16,417

Internal Revenue Service         Tax Claim              $12,000

South Carolina Dept. of Revenue  Tax Claim               $9,401

Skybridge Resources              Trade Claim             $9,400


ALTEON INC: Posts $1.6 Million Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
Alteon Inc. reported a net loss of $1,621,327 for the three months
ended March 31, 2006.  This compares to a net loss of $4,642,299
for the same period in 2005.  The net loss applicable to common
stockholders, which includes a non-cash preferred stock dividend,
was $2,796,649 for the three months ended March 31, 2006, as
compared to $5,713,877 for the same period in 2005.

Research and development expenses were $449,840 for the three
months ended March 31, 2006 as compared to $3,641,100 for the
three months ended March 31, 2005.  This is a decrease of
$3,191,260 or 87.6%, which is attributed to significantly lower
clinical trial costs and manufacturing expenses as a result of the
discontinuation of our Systolic Pressure Efficacy and Safety Trial
of Alagebrium (SPECTRA).  General and administrative expenses were
$1,231,851 for the three months ended March 31, 2006 as compared
to $1,100,348 for the three months ended March 31, 2005.  Although
general and administrative expenses remained relatively flat, the
2006 results include increased severance costs and retention
bonuses offset by decreased corporate expenses.  Cash and cash
equivalents at March 31, 2006, totaled $4.5 million.

At March 31, 2006, the Company's balance sheet showed $5,156,704
in total assets and $786,371 in total liabilities.  The Company's
March 31 balance sheet also revealed an accumulated deficit of
$225,610,094.

                      Private Placement

On April 21, 2006, the Company closed a private placement of
Units, consisting of common stock and warrants, for gross proceeds
of approximately $2.6 million.  Each Unit consisted of one share
of the Company's common stock and one warrant to purchase one
share of the Company's common stock, comprising a total of
10,340,000 shares of common stock and warrants to purchase
10,340,000 shares of common stock.

                      HaptoGuard Merger

On April 19, 2006, the Company entered into a definitive merger
agreement with HaptoGuard, Inc., Alteon Merger Sub, Inc., a
wholly-owned subsidiary of Alteon, and Genentech, Inc.  The merger
agreement provides that upon the terms and subject to the
conditions set forth in the merger agreement, Merger Sub will
merge with and into HaptoGuard, with HaptoGuard becoming the
surviving corporation and a wholly-owned subsidiary of Alteon.  
The merger agreement also provides for the granting of certain
royalty and negotiation rights to Genentech, Inc. as part of the
restructuring of Genentech's preferred stock position in Alteon in
connection with the proposed merger.

Key components of the proposed transactions between Alteon,
HaptoGuard and stockholder Genentech include:

    * Alteon will acquire all outstanding equity of HaptoGuard.   
      In exchange, HaptoGuard shareholders will receive from
      Alteon $5.3 million in Alteon common stock, or approximately
      22.5 million shares.

    * Genentech will convert a portion of its existing preferred
      Alteon stock to Alteon common stock.  A portion of
      Genentech's preferred stock, which when converted to common
      stock equals approximately $3.5 million in Alteon common
      stock, will be transferred to HaptoGuard shareholders.

    * The remaining Alteon preferred stock held by Genentech will
      be cancelled.

    * Genentech will receive milestone payments and royalties on
      net sales of alagebrium, as well as a right of first
      negotiation on BXT-51072.

                     Going Concern Doubt

J.H. Cohn LLP expressed substantial doubt about Alteon's ability
to continue as a going  concern after auditing the Company's
financial statements for the year ended Dec. 31, 2005.  The
auditing firm pointed to the Company's $13 million net loss and
using approximately $14 million of cash in operating activities
during the year ended Dec. 31, 2005.

                      About HaptoGuard

HaptoGuard, Inc. is a biopharmaceutical company developing and
commercializing therapeutics for inflammatory diseases,
particularly those that are present as a consequence of elevated
oxidized lipids in the blood.  The Company's portfolio includes
orally bioavailable, organoselenium mimics of glutathione
peroxidase that metabolize lipid peroxides.  Its lead compound
BXT-51072 is in Phase 2 clinical trials.  The Company also
controls rights to a diagnostic assay that identifies the large
subset of diabetic patients at highest risk for cardiovascular
complications, because of a defect in oxidized lipid metabolism
that results in increased cardiovascular inflammation.

                       About Alteon Inc.

Headquartered in Parsippany, New Jersey, Alteon Inc. (AMEX: ALT)
--- http://www.alteon.com/-- is a product-based biopharmaceutical  
company engaged in the development of small molecule drugs to
treat and prevent cardiovascular diseases and other diseases
associated with aging and diabetes.


AMERICAN CREDIT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: American Credit Company
        aka Resident Lenders of North Carolina, Inc.
        905-B Conference Drive
        Greenville, North Carolina 27858
        Tel: (252) 355-3974

Bankruptcy Case No.: 06-02189

Type of Business: The Debtor is a financial services company
                  providing consumer loans and auto financing.
                  See http://www.rlnc.org/

Chapter 11 Petition Date: July 21, 2006

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Gregory B. Crampton, Esq.
                  Stephani W. Humrickhouse, Esq.
                  Nicholls & Crampton, P.A.
                  4300 Six Forks Road, Suite 700
                  P.O. Box 18237
                  Raleigh, North Carolina 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465

Debtor's financial condition as of May 31, 2006:

      Total Assets: $21,263,884

      Total Debts:  $18,075,640

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


AMERICAN MEDICAL: Completes Tender Offer for Laserscope's Shares
----------------------------------------------------------------
American Medical Systems Holdings, Inc. completed its cash tender
offer for shares of Laserscope.  The tender offer, which commenced
on June 14, 2006, expired at 12 midnight, central time, on July 9,
2006.

A total of 21,157,077 shares of Laserscope common stock were
validly tendered and not withdrawn prior to the expiration of the
offer (including 1,353,240 shares tendered pursuant to notices of
guaranteed delivery), representing approximately 92.97% of the
"fully diluted" shares of Laserscope, as defined in the parties'
merger agreement.  AMS has closed its senior secured credit
facility led by CIT Healthcare LLC, which will be used to fund a
portion of the purchase of the Laserscope shares.  Payment for
these shares will be made promptly.

                        About Laserscope

Headquartered in San Jose, California, Laserscope (NASDAQ:LSCP) --
http://www.laserscope.com/-- designs, manufactures, sells and  
services an advanced line of minimally invasive medical products
worldwide including medical laser systems and related energy
delivery devices for the office, outpatient surgical center and
hospital markets.

                 About American Medical Systems

Based in Minnetonka, Minn., American Medical Systems Holdings,
Inc. (NASDAQ: AMMD) -- http://www.americanmedicalsystems.com/--   
supplies medical devices and procedures to cure erectile
dysfunction, benign prostatic hyperplasia, incontinence,
menorrhagia, prolapse and other pelvic disorders in men and women.  
The Company's products were used to provide 170,000 patient cures
in 56 countries during 2005.

                           *     *     *

As reported in the Troubled Company Reporter on June 27, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to American Medical Systems, Inc., the wholly owned
operating subsidiary of American Medical Systems Holdings, Inc.  
The outlook is stable.  At the same time, the rating agency
assigned a debt rating of 'BB-' and a recovery rating of '2' to
the company's $460 million senior secured credit facilities,
indicating expectations of substantial recovery in the event of a
payment default, based on an enterprise valuation.

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


AMERICAN SAFETY: Moody's Junks Rating on $175 Mil. 2nd-Lien Loan
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and stable outlook of American Safety Razor Company, following the
company's plans to recapitalize upon the completion of the sale of
ASR to Lion's Capital for $625 million.

The proposed $260 million first-lien facility due 2012 was
assigned a B2 rating and the $175 million second-lien term loan
facility due 2013 was assigned a Caa1 rating.  Ratings on ASR's
existing credit facilities were also affirmed, but will be
withdrawn upon closing of the proposed transaction.  Final
ratings are subject to review of final documentation.

These new ratings were assigned:

   * $35 million first-lien senior secured revolving credit
     facility, assigned at B2;
  
   * $225 million first-lien senior secured term loan credit
     facility, assigned at B2; and

   * $175 million second-lien senior secured term loan facility,
     assigned at Caa1;

These ratings were affirmed:

   * Corporate family rating at B2;

   * $25 million first-lien senior secured revolving credit
     facility, affirmed at B2;

   * $200 million first-lien senior secured term loan facility,
     affirmed at B2;

   * $87.5 million second-lien senior secured term loan facility,
     affirmed at Caa1;

ASR's B2 corporate family rating reflects ASR's high leverage,
limited free cash flow and small size relative to its primary
competitors in the non-cyclical but highly brand-sensitive and
competitive wet shaving market.  ASR's rating is supported by its
niche position as a private label and value priced manufacturer,
its long operating history, strong retailer relationships and its
patents and production capability.

Moody's notes that the company's credit metrics, including
leverage and interest coverage will be substantially weakened with
the expected increased debt burden while Free Cash Flow to Debt
remains modest over the medium term given the company's need to
increase spending behind anticipated new product launches and
capacity expansion.  Nevertheless, ASR's stable outlook reflects
Moody's expectation that ASR's financial performance will steadily
improve with little chance of any deterioration in the company's
financial profile.

The B2 ratings on ASR's senior secured revolving credit and first
lien term loan facilities reflect their priority in the capital
structure as supported by domestic subsidiary and parent company
guarantees and by first lien collateral pledges comprising
substantially all of the domestic assets of the borrower and
guarantors and 65% of the capital stock of foreign subsidiaries.

Despite these benefits, the ratings on the facilities are at the
level of the corporate family rating due to limited tangible asset
coverage and the significant portion of the debt structure
comprised by this first lien debt class.

However, the Caa1 rating on the second lien term loan facility,
which also benefits from the same guarantees as the first lien
debt, reflects the second priority lien and effective
subordination on the same assets backing the material first
lien debt.  This debt class has been notched two levels below
the corporate family rating despite the expected issuance of
$35 million in additional junior PIK debt at the parent level
given that in a distressed scenario tangible asset coverage will,
most likely, not provide complete principal recovery for this debt
class.

While the additional HoldCo debt will not be a direct contractual
obligation of ASR, Moody's recognizes the increased debt burden on
the total enterprise and the parent's sole reliance on ASR to
ultimately service this rapidly accreting holding company
obligation; however, the ratings also recognize importance of
provisions in the senior secured credit agreements and the
effective subordination of this indebtedness given the lack of
upstream guarantees that will substantially prohibit ASR's ability
to prepay this obligation without achieving a meaningful reduction
in the company's consolidated leverage.

The final credit agreement governing all senior secured credit
facilities is anticipated to contain customary limitations, a
50% excess cash flow sweep, and financial covenants governing
maximum leverage, minimum interest and maximum capital
expenditures.

An upgrade to the company's ratings is unlikely in the near-term
given the expectation of limited debt reduction. To upgrade the
rating, ASR needs to sustain Debt measures in the high-single
digits and reduce leverage through debt reduction or improved
profitability comfortably below 5.5 times.  Negative rating
actions could be possible if ASR's financial performance and
liquidity deteriorates from plan resulting in negative free cash
flow for an extended period or leverage increasing above its
already high levels to 7 times.  Potential drivers under this
scenario could be heightened competitive activity, shareholder
initiatives or debt-financed acquisitions.

Headquartered in Cedar Knolls, New Jersey, American Safety Razor
Company is a major designer, manufacturer and marketer of brand
name and private label consumer and industrial products.  Its
principal products include wet shaving blades and razors and
medical blades.  Revenues were approximately $303 million for
the last twelve months ended April 2006.


AMERICAN SAFETY: S&P Junks Rating on $175 Million Second-Lien Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to American Safety Razor Co.'s proposed $435 million
secured bank financing, which includes:

   * a $35 million first-lien revolving credit facility due 2012;
   * a $225 million first-lien term loan due 2013; and
   * a $175 million second-lien term loan due 2014.

The first-lien facilities were rated 'B' (at the same level as the
corporate credit rating on ASR), with a recovery rating of '2',
indicating the expectation for substantial (80%-100%) recovery of
principal in the event of a payment default.

The second-lien facility was rated 'CCC+' (two notches below the
corporate credit rating) with a recovery rating of '5', indicating
the expectation for negligible (0%-25%) recovery of principal in
the event of a payment default.  Proceeds from the financing will
be used to help fund the acquisition of ASR by Lion Capital LLP
for $625 million.

In addition, Standard & Poor's affirmed its 'B' corporate credit
rating on Cedar Knolls, New Jersey-based ASR.  The rating outlook
is negative.  Approximately $447 million of pro forma debt is
affected by this action.

The rating affirmation is based the company's stable operating
performance despite significantly increased pro forma debt
leverage resulting from the acquisition of the company by Lion
Capital LLP for $625 million.  As a result of the planned
transaction, debt leverage is expected to increase to more than
6.0x, from 4.5x in fiscal 2005.  A $35 million revolving credit
facility under the planned transaction is expected to provide
appropriate liquidity for the rating category.

"The rating on ASR reflects the company's high debt leverage,
narrow product focus, aggressive financial policy, and small size
in a sector dominated by companies with substantially greater
financial resources," said Standard & Poor's credit analyst
Patrick Jeffrey.

ASR maintains good market position as a private-label/value
manufacturer and marketer of razors and blades.


ANCHOR GLASS: Reports on 33 Claim Transfers to Three Entities
-------------------------------------------------------------
From January 2006 to February 2006, the Clerk of the U.S.
Bankruptcy Court for the Northern District of Georgia recorded 16
claims, aggregating $33,099, transferred to Debt Acquisition
Company of America V, LLC:

      Transferor                               Claim Amount
      ----------                               ------------
      A-1 Electric Motor Service I                 $5,317
      Alpha Associates, Inc.                          261
      ARAMARK                                       1,603
      Army Navy Outdoors                            1,942
      Atlas Blue Print Remit                        1,603
      Bennett Material Handling                       788
      BFI                                          14,092
      Brandt Trucking                                 149
      Cantlon Association, Inc.                       550
      Consolidated Printing Services                  404
      Conveyer & Caster Co.                           120
      D&D Vending                                   1,311
      Da Valco, Inc.                                  520
      Dr. Michael Brian                             1,899
      Eagle Controls                                3,479
      EMD                                             360

From December 2005 to March 2006, the Clerk of the Bankruptcy
Court recorded 14 claims transferred to New Jersey Claims:

      Transferor                               Claim No.
      ----------                               ---------
      Bass Custom Landscapes                      677
      John McCormack Co., Inc.                    355
      JP Parker Personnel, Inc.                   485
      JTD Enterprises                              88
      Mid-west Railroad Construction              374
      Overhead Door Co. of Covington              171
      People Resources, Inc.                      256
      Redwood County Recycling Center             174
      RM Welding Products                         175
      Scarlett Facilities Maintenance             544
      Smith Transport, Inc.                       844
      Stigler Supply Co.                          458
      Yandell Truckaway, Inc.                      72
      Yandell Truckaway, Inc.                     825

From February 2006 to March 2006, the Clerk of the Bankruptcy
Court recorded three claims, aggregating $52,663, transferred to
Contrarian Funds LLC:

      Transferor                Claim No.      Claim Amount
      ----------                ---------      ------------
      Maul Technology              1270           $29,413
      Kluber Lubrication            639            29,413
      AT&T Corp.                    710               --

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents Anchor Glass in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When Anchor Glass filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ASARCO LLC: Court Approves Mercer as Special Financial Advisor
--------------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi authorized ASARCO LLC
to employ Mercer Management Consulting, Inc., as special purpose
financial advisors to provide an independent valuation of the
Copper Basin Railway, Inc.

Since 1986, ASARCO LLC and Copper Basin Railway, Inc., are
parties to:

   * a Stockholders' Agreement,
   * an ore car Lease Agreement,
   * a Rail Transportation Agreement, and
   * a Compensation Agreement for the management of CBRY.

CBRY is a Class III short-line freight railroad in South Central
Arizona:

   -- whose primary business is transporting minerals to and from
      ASARCO's Ray Mine and Hayden, Arizona smelter;

   -- which transports concentrate from outside sources to
      Hayden, and various by-products from Hayden for sale on the
      open market; and

   -- which transports copper anodes and cathodes to Magma,
      Arizona, where they are then transported to the Amarillo,
      Texas refinery.

ASARCO owns 45% of CBRY's shares.  Rail Partners LP owns the
remaining 55% of CBRY's shares.

In February 2004, pursuant to a "put" provision in the
Stockholders' Agreement, Rail Partners notified ASARCO of its
intent to sell its shares of CBRY stock to ASARCO.  Rail Partners
and ASARCO were unable to agree on the fair market value of the
stock.  Thus, they retained Ernst & Young to perform an
appraisal.

In January 2005, E&Y found that the value of Rail Partners'
shares was $11,300,000.  ASARCO objected to the evaluation.

In March 2005, Rail Partners sued ASARCO in the Arizona state
court for enforcement of the "put" provision based on E&Y's
appraisal.  The litigation was automatically stayed because of
the Debtors' Chapter 11 bankruptcy filing.

As a result of the ongoing disputes regarding the value of the
CBRY stock, the relationship between ASARCO and CBRY has become
contentious, James R. Prince, Esq., at Baker Botts LLP, in
Dallas, Texas, tells the Court.  "Among others, CBRY has
unilaterally decreased the amount it pays to ASARCO under the
Lease Agreement, while unilaterally charging ASARCO for repairs
to the ore cars and to return them to ASARCO."

The present disputes with Rail Management make the joint
operation of the critical freight railroad problematic, Mr.
Prince contends.  Thus, ASARCO is addressing its options by
employing a special financial advisor for the disputes.

Pursuant to an Engagement Letter, Mercer will:

   (a) review CBRY's operations and history;

   (b) review the traffic flow and business plan on the mines and
       facilities that are part of that flow;

   (c) review similar regional rail operations;

   (d) review the underlying agreement, plans, forecasts and
       other relevant documents;

   (e) assist ASARCO to develop a transportation cost structure
       and its components;

   (f) review and compare against other regional carriers
       maintenance procedures, cost levels, agreements, traffic
       volumes and other relevant factors;

   (g) analyze general and administrative costs;

   (h) conduct physical inspection of the line and equipment;

   (i) prepare a value estimate and sensitivities;

   (j) provide negotiation and litigation support;

   (k) prepare reports, as required, and, if requested by
       designation by ASARCO at a later date, testify in
       connection with potential litigation involving CBRY; and

   (l) perform other services necessary to complete the required
       project or as requested by ASARCO.

Mercer will also develop a set of operating options and
recommendations for ASARCO to consider with the financial and
operational arrangements regarding the future ownership and
operation of the railroad.  This service may be provided by
Mercer, or be provided through agents or independent contractors.

ASARCO will pay Mercer:

   -- a flat fee of $150,000 for the preparation of the valuation
      estimate and related operating options and recommendation
      for ASARCO;

   -- customary hourly rates for negotiation and litigation
      related services; and

   -- reimbursement of reasonable out-of-pocket expenses incurred
      while providing services to the Debtors.

William J. Rennicke, director of Mercer Management Consulting,
Inc., assures the Court that the firm does not hold any interests
materially adverse to ASARCO and its estates.  Mr. Rennicke adds
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

ASARCO will indemnify Mercer from and against all claims against
Mercer in connection with its services to ASARCO.

                       Rail Partners Object

Rail Partners complains that Mercer's valuation services will be
duplicative to the services provided by Ernst & Young.

Patricia Reed Constant, Esq., in Corpus Christi, Texas, notes
that after publication of E&Y's evaluation, ASARCO claimed a
conflict on E&Y's part, and would not move forward with the put
agreement.

Rail Partners also complains that Mercer's employment would incur
unnecessary expenditure of at least $150,000, an amount that is
more than the $100,000 CBRY paid to E&Y.

Ms. Constant tells the Court that the original Lease of Railroad
Cars dated June 1, 1986, between CBRY and ASARCO expired in 1996.  
At present, there is no written lease agreement and no written
agreement on the maintenance of the ore cars.

CBRY has repeatedly encouraged ASARCO to address its aging and
badly deteriorating ore car fleet, Ms. Constant says.  The CBRY
Board of Directors proposed plans ranging from sending the ore
car fleet to Mexico for rebuilding to purchasing new cars.  
ASARCO never headed these plans.

In July 2000, ASARCO's General Manager cancelled the ore car
rebuild program and arbitrarily set ASARCO's payment at $15,000.  
Since that time, the cars have continued to deteriorate while the
price of steel has more than doubled, prices for rail car
components have escalated three-fold, and labor costs continue to
escalate.

ASARCO may choose from maintaining the cars itself, hire an
outside contractor or continue with CBRY, Ms. Constant says.  
Regardless of which option ASARCO selects, Ms. Constant assures
the Court that CBRY will never refuse to place a car in its train
unless it has not maintained the standards set by the Association
of American Railroads and Federal Railroad Administration.

CBRY admits that it unilaterally charged ASARCO for the repairs
of the ore cares and increased its rates for transporting ore by
almost 200% because it was unable to reach an agreement with
ASARCO.

Ms. Constant, however, asserts that all of CBRY's ore rate
increases are within the guidelines set by the Surface
Transportation Board.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ASARCO LLC: Can Assume Bank of America Equipment Lease
------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi authorized ASARCO LLC
to exercise its Purchase Option in the Equipment Lease with Bank
of America Leasing & Capital LLC, formerly known as Fleet Capital
Corporation.

ASARCO will pay:

   (a) $527,292 as rent for the last quarter;
   (b) $248,702 as total cure amount;
   (c) $4,637,000 as purchase price for the Equipment; and
   (d) all sales and property taxes under the Lease.

In addition, ASARCO will transfer $58,948 to Bank of America as
security for ASARCO's obligation to pay property taxes for the
Equipment.  The amount will be returned to ASARCO after it has
provided Bank of America a proof of payment of the taxes.

As reported in the Troubled Company Reporter on July 4, 2006,
ASARCO LLC and Bank of America Leasing & Capital LLC, formerly
known as Fleet Capital Corporation, were parties to an equipment
lease agreement relating to four haul trucks, a mechanical shove
and other mining equipment utilized at ASARCO's Ray and Mission
mines.

The Lease Agreement expired on July 1, 2006, and BofA will not
agree to renew the Lease for another term unless ASARCO is in the
position to purchase the Equipment, James R. Prince, Esq., at
Baker Botts LLP, in Dallas, Texas, noted.  ASARCO must first cure
all of its defaults under the Equipment Lease Agreement for it to
exercise its purchase option.

Mr. Prince asserted that the Equipment is indispensable to
ASARCO's successful mines operation and contributes to increased
production and revenue.

Moreover, there is currently a limited availability of mining
equipment in the market, Mr. Prince says.  Significant lead-time
is required to receive new replacement equipment from the
manufacturer.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BERKLINE/BENCHCRAFT: High Leverage Cues S&P to Lower Rating to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Morristown, Tennessee-based residential furniture manufacturer
Berkline/BenchCraft Holdings LLC, including the company's
corporate credit rating, to 'B' from 'B+'.

At the same time, the ratings were placed on CreditWatch with
negative implications, indicating that the ratings may be affirmed
or lowered following the completion of Standard & Poor's review.

The company had about $158.6 million of total debt and $12.5
million of mandatorily redeemable preferred stock outstanding at
March 31, 2006.

"The downgrade and CreditWatch placement reflects our heightened
concerns regarding Berkline's high leverage and continued weak
operating performance through its first quarter ended March 31,
2006, and likely inability to meet the financial covenants
required by its bank credit facilities for the second quarter of
2006," said Standard & Poor's credit analyst David Kang.

Net sales and operating income declined by 10.4% and 54.9%,
respectively, for the three months ended March 31, 2006, compared
with the prior-year period.  This followed a disappointing 9.5%
drop in net sales and 30% drop in operating income for the fiscal
year ended Dec. 31, 2005.  The company's continued weak operating
performance is attributable to the loss of two major customers
that filed for bankruptcy, logistical problems at its largest
distribution center, and rising raw material and fuel costs.

As a result, credit protection measures are significantly weaker
than expected.  Lease-adjusted EBITDA coverage of interest and
pay-in-kind dividends on its mandatorily redeemable preferred
stock was 1.2x and lease-adjusted total debt and preferred stock
to EBITDA was 7.3x for the 12 months ended March 31, 2006.

While the company was in compliance with financial covenants at
March 31, 2006, cushion was extremely tight.  Standard & Poor's
remains concerned about the company's ability to maintain covenant
compliance next quarter, particularly because the covenant
requirements will tighten up.  The rating agency will meet with
management and review the company's ability to secure a waiver and
amendment to its credit agreement as well as its future operating
plans before resolving the CreditWatch listing.

Berkline is a narrowly focused company that is primarily engaged
in manufacturing upholstered furniture, including recliners,
sofas, and other residential furniture products.


BLACKWATER ENTERPRISES: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Blackwater Enterprises, Inc.
        3475 Olympia Road
        Davidsonville, Maryland 21035

Bankruptcy Case No.: 06-14245

Chapter 11 Petition Date: July 20, 2006

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 North Charles Street, Suite 1330
                  Baltimore, Maryland 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140

Total Assets: $3,000,000

Total Debts:    $814,000

Debtor's Largest Unsecured Creditor:

   Entity                           Claim Amount
   ------                           ------------
   Talbot County                          $3,000
   Office of Finance
   Suite 9
   11 North Washington Street
   Easton, MD 21601


BRADLEY PHARMA: Restates First Quarter 2006 Financial Results
-------------------------------------------------------------
Bradley Pharmaceuticals, Inc., disclosed that during the financial
closing process for the second quarter 2006, its management
concluded that an error occurred in the preparation of its first
quarter 2006 financial statements that requires a restatement.

The restatement is a result of the Company mistakenly accruing, as
of March 31, 2006, interest expense that was actually already
recorded and paid during the quarter ended March 31, 2006.  To
rectify this error, the Company's consolidated statement of income
for the quarter ended March 31, 2006 was restated to:

    * reduce interest expense by $962,975 to $2,114,016,

    * increase income tax expense by $405,000 to income tax
      expense of $149,000, and

    * increase net income by $557,975 to net income of $205,333.

In addition, the Company's consolidated balance sheet as of March
31, 2006 was restated to:

    * reduce prepaid income taxes by $405,000 to $6,458,528,
    * reduce accrued expenses by $962,975 to $36,823,502 and
    * increase retained earnings by $557,975 to $41,514,934.  

The Company says that its previously issued financial statements
for the period ended March 31, 2006 should no longer be relied
upon.

                         Lenders' Waiver

In its Form 10-Q/A, the Company discloses that its failure to file
its Annual Report on Form 10-K for the year ended December 31,
2005 by April 30, 2006, triggered a default under the New
Facility.  On May 15, 2006, the Company received a waiver of this
default from its lenders under the New Facility.  Pursuant to the
waiver, the Company agreed with its lenders to file its Annual
Report on Form 10-K for the year ended December 31, 2005 by May
31, 2006 and its Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2006 by June 30, 2006.  The waiver also
allowed the Company to continue outstanding LIBOR Rate Loans under
the New Facility

Concurrently,  the Company's lenders agreed to certain technical
amendments to the New Facility clarifying Permitted Investments
which can be utilized in determining the Company's restricted cash
and investments, which until the Company filed its Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2006
and demonstrates compliance with the financial covenants in the
New Facility, must be at least $45 million, allowing the Company
to:

    * deliver to the lenders under the New Facility the Company's
      2006 annual budget by June 30, 2006 and

    * calculate, for financial covenant purposes, consolidated
      EBITDA without giving effect to that portion of the
      Company's initial $5 million payment to Medigene that the
      Company classified as an expense in accordance with GAAP.  

The Company's lenders acknowledged that provided the Company file
its Annual Report on Form 10-K for the year ended December 31,
2005 with the SEC by May 31, 2006, the Company would not be
required to pay default interest under the New Facility;
otherwise, default interest would be payable on a retroactive
basis beginning May 1, 2006.

                       Filing Update

The Company filed its Annual Report on Form 10-K for the year
ended December 31, 2005 with the Securities and Exchange
Commission on May 19, 2006.  The Company also filed its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2005 with the
SEC on June 23, 2006.

A full-text copy of the Company's Amended Quarterly Report for the
quarter ended March 31, 2006 is available for free at
http://ResearchArchives.com/t/s?e13

                  About Bradley Pharmaceuticals

Based in Fairfield, New Jersey, Bradley Pharmaceuticals, Inc.
(NYSE: BDY) -- http://www.bradpharm.com/-- was founded in 1985 as  
a specialty pharmaceutical company marketing to niche physician
specialties in the U.S. and 38 international markets.  Bradley's
success is based on the strategy of Acquire, Enhance and Grow.  
Bradley Acquires non-strategic brands, Enhances these brands with
line extensions and improved formulations and Grows the products
through promotion, advertising and selling activities to optimize
life cycle management.  Bradley Pharmaceuticals is comprised of
Doak Dermatologics, specializing in topical therapies for
dermatology and podiatry, and Kenwood Therapeutics, providing
gastroenterology, respiratory and other internal medicine brands.


CATHOLIC CHURCH: Court Rules on Estimation Methodology in Portland
------------------------------------------------------------------
At the estimation hearing, the Archdiocese of Portland in Oregon
asked Judge Elizabeth L. Perris of the U.S. Bankruptcy Court for
the District of Oregon not to accept Dr. Ronald Schmidt as a
qualified expert because his experience is mostly on anti-trust
and business matters.

Because the Olson Claimants' proposed estimation methodology was
untimely filed, Judge Perris grants the Archdiocese's request to
strike the tort claimants' memorandum supporting their estimation
proposal.

As reported in the Troubled Company Reporter on June 26, 2006, the
Archdiocese asked Judge Perris to strike the estimation
methodology proposed by certain tort claimants represented by Erin
K. Olson, Esq., in Portland, Oregon.  The Olson Claimants wanted a
methodology that involves individual estimation by the same
estimator or panel of estimators using certain factors that
distinguish the sex abuse claims from the mass tort claims.

Judge Perris, however, overrules the Archdiocese's objections to
Dr. Schmidt's qualifications.  The Bankruptcy Court says Dr.
Schmidt is a qualified expert.

The Bankruptcy Court also rules that "maximum probable jury
verdict" is not a recognized statistical concept and testimony
about that concept will not be allowed.

Through the "maximum probable jury verdicts," claims will be
estimated based primarily on jury trial results at the maximum
probable liability amount -- an amount that is unlikely to be
exceeded in the real world.

The Bankruptcy Court directs the Archdiocese and the Tort
Committee to submit expert reports on or before December 15,
2006.  In the interim, Judge Perris requires:

   (a) the Archdiocese to identify to the Tort Claimants
       Committee the individual claim attributes it intends to
       include in its data analysis;

   (b) the Tort Committee to identify to the Archdiocese those
       additional claim attributes, if any, it wants to include
       in the data analysis; and

   (c) the Archdiocese to provide data on the individual claims
       to the Tort Committee, by September 15, 2006.  The Tort
       Committee's counsel can verify the data with counsel for
       the pertinent claimant.

Judge Perris will schedule a two-day estimation trial in early
February 2007.

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


CATHOLIC CHURCH: Claimants Object to Portland's Discovery Request
-----------------------------------------------------------------
Erin K. Olson, Esq., in Portland, Oregon, notes that the
Archdiocese of Portland in Oregon has filed requests with the
U.S. Bankruptcy Court for the District of Oregon seeking discovery
from tort claimants, including all the known future claimants.  
The need for and scope of the discovery was discussed during
hearings on the Archdiocese's estimation motions held on June 16
and June 30, 2006.

Ms. Olson relates that another hearing has been set on July 27,
2006, at the request of the Archdiocese's counsel over Ms. Olson's
express objection.

According to Ms. Olson, the Archdiocese has not yet determined
which claim attributes will become factors in its estimation
methodology because it has not yet calculated the statistical
significance of particular claim attributes to settlement values
of the settled claims in its "Historical Claims Database."  

No information from the unresolved claimants is necessary until
the Archdiocese has determined which claim attributes from settled
claims have a statistically significant relationship to settlement
values, Ms. Olson says.

Ms. Olson, therefore, asserts that the Court should permit no
discovery for estimation purposes until the Archdiocese has
disclosed the statistically significant claim attributes, their
confidence levels, their rates of error, and other information
that would permit Judge Perris to determine whether the discovery
sought will further the estimation process.

Ms. Olson says it is likely that there will be very few claim
attributes, which can be factored into a statistical analyses, and
the need for any discovery for estimation purposes is an open
question since the claim attributes likely to bear any statistical
significance to settlement value are readily available without
discovery, including the identity of the priest-perpetrator and
identity of plaintiff's counsel.

It would be a colossal waste of the Archdiocese's assets to
undertake "mini-depositions" of 54 or 66 tort claimants to obtain
information that is unnecessary to the estimation process, Ms.
Olson asserts.  It would also be a travesty to require victims of
childhood sexual abuse for whom depositions are indescribably
stressful, emotional, painful, and often harmful, to be subjected
to the ordeal of a deposition twice.

Should the Court consider allowing the Archdiocese's request for
mini-depositions, the Olson Claimants ask the Court for an
evidentiary hearing at which excerpts of the videotaped
depositions of tort claimants can be played to illustrate the
effect of a deposition on a typical tort claimant.

Ms. Olson says the Tort Claimants are unprepared to present the
videotape as evidence on the July 27 hearing.  Ms. Olson relates
that when she objected to the hearing date she was out of state
and was unable to coordinate a collective response from the other
claimants' counsel when presented with the Archdiocese's demand
for an immediate hearing.  Ms. Olson asked the Archdiocese's
counsel to wait for one day before scheduling the hearing to
permit her to coordinate with other claimants' counsel, but was
refused.

Ms. Olson argues that if the Archdiocese wants to take more than
one deposition of a witness, it must obtain written stipulation of
the other parties or leave of the court.

Additionally, the Archdiocese has not demonstrated the relevance
of the information it seeks in mini-depositions to the estimation
proceeding because there is no evidence before the Court that the
claim attributes in its estimation methodology are:

   (1) available for statistical testing for settled claims in
       the Archdiocese's "Historical Claims Database";

   (2) suitable as variables in a statistical analysis, that is
       sufficiently "objective" to be plugged into a statistical
       calculation;

   (3) statistically significant to the settlement value of the
       claims within an acceptable confidence interval with an
       acceptable rate of error; and

   (4) unavailable through a less expensive and burdensome means.

Ms. Olson notes that the Archdiocese's counsel, Susan S. Ford,
Esq., at Sussman Shank LLP, in Portland, Oregon, addressed some of
the issues at the June 30, 2006 hearing.  But it is unclear from
Ms. Ford's statements to the Court when the Archdiocese intends to
produce a report containing the identified statistically
significant claims attributes and their error rates.  That Report
should be required before the Archdiocese is permitted to obtain
discovery from the present claimants, Ms. Olson asserts.

Ms. Olson also relates that when addressing tort claimants'
concerns about the subjective factors listed on the Archdiocese's
list of attributes attached to its expert's report, Ms. Ford
suggested that everyone "carefully read the list.  There are very
few subjective factors, but you don't have to take my word for it.  
We do have an expert here."

Ms. Olson points out that the Archdiocese's expert at no time has
indicated what attributes on the list are suitable for inclusion
in a statistical analysis, until in its recent list sent to the
tort claimants.

A full-text copy of the Archdiocese's Present Child Sex Abuse
Tort Claims Estimation Methodology Claims Attributes is available
for free at http://researcharchives.com/t/s?e20

While it may be true that the Archdiocese has sought the listed
information to factor into its determination of the amount it was
willing to pay to settle a claim, Ms. Olson contends there is
nothing on the list that suggests that the attributes have been
found to be statistically significant to the settlement values of
the settled claims within an acceptable margin of error.  

Until the Archdiocese has established the relevance of particular
attributes to the estimation process, the Olson Claimants ask the
Court to deny its requests for mini-depositions.

The Olson Claimants also ask the Court to reject the Archdiocese's
request to compel claimants to submit affidavits for estimation
purposes, unless and until Portland agrees that the estimation of
the claims of known future claimants should be included with
present claimants, or at least estimated individually rather than
as part of the estimation of unknown future claims.

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


CERADYNE INC: Acquires Facility and Equipment for $14.1 Million
---------------------------------------------------------------
Ceradyne, Inc. completed two transactions related to its plans to
enter into the manufacture and marketing of structural neutron
absorbing materials.

The Company completed the acquisition of an 86,000 square foot,
first-class industrial facility in Chicoutimi, Quebec, Canada.  
This facility is currently equipped with a state-of-the-art 2,750
ton short-stroke aluminum extruder.  Additionally, Ceradyne
acquired a boron carbide/aluminum cladding product line known as
Boral(R), as well as associated manufacturing equipment and
inventory, from AAR Manufacturing, Inc., a subsidiary of AAR Corp.  
Boral will be used as a neutron absorber in various nuclear waste
containment structures.  The Company paid a total of $14.1 million
for the facility, equipment, product line, and inventory acquired
in the two transactions.

Joel Moskowitz, Ceradyne chief executive officer, commented:
"Ceradyne's acquisition of this substantive manufacturing facility
and technology is part of our diversification strategy, while
maintaining our core competencies in advanced technical, primarily
non-oxide, structural ceramics.

"We intend to manufacture boron carbide/aluminum metal matrix
composites in our newly-acquired Canadian facility under an
exclusive agreement between Ceradyne and Alcan Inc. announced
June 8, 2006.  We project that we will be in production late this
summer, with the first half of 2007 targeted for full production
of these nuclear waste containment materials."

Mr. Moskowitz went on to say, "Our new Canadian venture will be
under the leadership of Ceradyne's President of North American
Operations, David Reed."

Mr. Reed stated, "We will use our boron carbide powder made in the
Company's Kempten, Germany, plant and shipped to this new Canadian
facility.  I am very enthused regarding this new Ceradyne venture.  
I have appointed Eric Cantin, a long-term Sequenay, Canada,
resident as the Director General of our recently established
Ceradyne Canada operation. Eric has an extensive background of
senior technology management of aluminum and metal matrix
composite structure manufacturing."

Ceradyne, Inc. (Nasdaq: CRDN) -- http://www.ceradyne.com/--  
develops, manufactures and markets advanced technical ceramic
products and components for defense, industrial, automotive/diesel
and consumer applications.

                          *     *     *

Ceradyne's $50 million revolving credit facility due 2009 carries
Standard & Poor's BB- rating.  The Company's credit rating is also
rated BB- by Standard & Poor's.  Those ratings were assigned on
July 13, 2004.


CHARLES EDWARDS: Creditors Lose Bid to Prosecute State Court Suit
-----------------------------------------------------------------
The Hon. Patrick M. Flatney of the U.S. Bankruptcy Court for the
Northern District of West Virginia denied Connie Myers and
Martinsburg Lumber Company's requests for relief from the
automatic stay in Charles Edwards Enterprises, Inc.'s chapter 7
case to pursue state court litigation against the Debtor and non-
debtor entities.

Ms. Meyers and Martinsburg Lumber want to file a lawsuit in the
Berkeley County West Virginia Circuit Court against the Debtor and
non-debtor entities for, inter alia:

   -- false representations,
   -- actual fraud, and
   -- piercing the corporate veil.

Robert W. Trumble, the Debtor's Chapter 7 trustee, objected to the
creditors' arguments because:

   a) the Debtor is not an individual and is not eligible to
      receive a chapter 7 discharge under Section 727(a)(1) of
      the Bankruptcy Code; and

   b) any veil piercing and alter ego claims are property of
      the estate and cannot be pursued by any party other than the
      Chapter 7 Trustee.

In addition, the Trustee noted that Ms. Meyers and Martinsburg
Lumber have filed proofs of claim and he has not objected to those
claims.  Unless objected to, any proof of claim is prima facie
evidence of its validity and amount.  Thus, the creditors might be
able to establish the amount of their claims without the necessity
of further litigation in State Court.

In a decision published at 2006 WL 1729678, Judge Flatney ruled
that the creditors are not entitled to:

   a) relief from stay to pursue veil piercing causes of
      action that belong to the Chapter 7 estate; or

   b) litigate fraud claims that would have no affect on whether
      the corporate Debtor was entitled to a discharge in
      connection with their proofs of claim filed in the
      bankruptcy case.

Headquartered in Martinsburg, West Virginia, Charles Edwards
Enterprises, Inc., is a residential building contractor.  The
Company filed for chapter 7 protection on Oct. 14, 2005 (Bankr.
N.D.W.V. Case No. 05-06024).  Michael Santa Barbara, Esq., at
Santa Barbara Law Offices, PLLC, represents the Debtor.


CHURCH & DWIGHT: To Acquire Orange Glo Int'l for $325 Million
-------------------------------------------------------------
Church & Dwight Co., Inc. reported a definitive agreement to
acquire Orange Glo International in Greenwood Village, Colorado
for $325 million in cash.  The transaction, which is subject to
regulatory and other customary approvals, is expected to close
during the third quarter of 2006.

Orange Glo International's sales in the fiscal year ended Jan. 1,
2006 were almost $200 million; two-thirds of those sales were from
OxiClean(R), the premium-priced brand leader in the fast-growing
laundry pre-wash additive category, with remaining sales from
Kaboom(R) bathroom cleaner and Orange Glo(R) household cleaner
products.

Church & Dwight's 2005 sales of $1.7 billion included laundry and
household cleaning products of $450 million.  The Company's Arm &
Hammer and Xtra(R) brands make it the number three participant in
the $6 billion (at retail) laundry detergent market.

The Company noted that OxiClean is the number two brand in the
$1 billion (at retail) laundry additives market, as well as being
the leader in the pre-wash segment of that market.

"OxiClean is a great complement to our Arm & Hammer and Xtra
brands and provides access to one of the fastest growing parts of
the laundry category -- additives," James R. Craigie, Church &
Dwight President and Chief Executive Officer, said.  "OxiClean
also brings to our company a franchise that has developed great
consumer loyalty.  This transaction is consistent with our growth
strategy of strengthening our businesses by adding leading brands
in areas of high growth potential."

Growth in the pre-wash additives segment has been the result of
consumers' desire for better stain removal and to enhance the
cleaning attributes of liquid laundry products, the Company said.

The transaction is structured as an asset purchase resulting in a
cash benefit from tax depreciation with a net present value of
over $60 million.

Orange Glo International reported 2005 operating profit before
charges of $17 million.  Although Church & Dwight expects to
continue managing it as a separate business unit, combining
operations is anticipated to result in cost synergies of over
$20 million a year by the middle of 2008.

The Company will finance the acquisition with a $250 million
addition to its bank credit facility combined with available cash.

"Our Company was founded in 1987 on the premise that Orange Glo's
products should delight consumers with innovative new ways to
clean and be powerful without compromising the health of the home
or the environment," Orange Glo International's Chairman, David
Appel, said.  "It was important to us that this legacy continues
with a company that shares our beliefs.  We are happy to become
part of Church & Dwight, which has a 160-year history of marketing
one of America's most trusted brands, Arm & Hammer."

The acquisition is expected to have a slightly negative effect on
2006 earnings per share due primarily to integration costs.  "We
expect it to be moderately accretive in 2007 and contribute
strongly to earnings in 2008.  We are also still comfortable with
our previously announced objective of achieving $1.93 in earnings
per share for 2006, excluding any effect from the acquisition,"
Mr. Craigie concluded.

                 About Orange Glo International

Headquartered in Denver, Colorado, Orange Glo International --
http://www.greatcleaners.com/-- develops and manufactures  
cleaning products.  The Company, known for its OxiClean(R) brand,
employs over 180 people.

                      About Church & Dwight

Based in Princeton, New Jersey, Church & Dwight Co., Inc.
(NYSE:CHD) -- http://www.churchdwight.com/-- manufactures and  
markets a wide range of personal care, household and specialty
products, under the Arm & Hammer brand name and other well-known
trademarks.


CITGO PETROLEUM: Averted Auction Won't Affect Ratings Says Fitch
----------------------------------------------------------------
The ratings of CITGO Petroleum Corporation are not expected to
change due to the announcement that Lyondell Chemical Company
(Issuer Default Rating [IDR] of 'BB-' on Rating Watch Evolving)
and CITGO have discontinued the auction process for the LYONDELL-
CITGO Refining L.P. refinery in Houston, Texas.  Although bids
exceeded $5.0 billion, these offers did not meet the owners' views
of the value of the facility.  The announcement also indicated
that the owners would seek other alternatives, including the
possible acquisition of CITGO's 41.25% interest in the 268,000
barrel per day (bpd) refinery by Lyondell or continuation of the
joint venture.  Fitch rates the debt of CITGO as:

    -- IDR 'BB-';

    -- $1.15 billion senior secured revolving credit facility
       maturing in 2010 'BB+';

    -- $700 million secured term-loan B maturing in 2012 'BB+';

    -- Senior secured notes 'BB+'.

CITGO's variable-rate IRBs are supported by letters of credit
under the company's credit facilities and are not rated by Fitch.
The Rating Outlook for CITGO's debt is Stable.

Although the ultimate outcome is uncertain, CITGO's ratings
incorporate Fitch's expectation that net proceeds from the sale of
its interest in LCR would be distributed to its ultimate parent,
the Bolivarian Republic of Venezuela (Venezuela, long-term IDR of
'BB-' with a Stable Rating Outlook by Fitch).  CITGO is also
evaluating the sale of its two smaller asphalt refineries in
Savannah, Georgia and Paulsboro, New Jersey.  CITGO's credit
facilities allow for the distribution of gross proceeds of up to
$3 billion of asset sales by CITGO, including inventories
associated with the asset sales, but excluding the Lake Charles,
Louisiana, and Corpus Christi, Texas, refineries.  The credit
facilities are secured by the Lake Charles and Corpus Christi
refineries as well as the company's current assets which include
accounts receivable and inventories.

CITGO's ratings continue to be supported by the significant
improvements made to the company's balance sheet in recent
quarters.  CITGO's three core refineries (Lake Charles, Corpus
Christi and Lemont, Illinois) have also been upgraded over the
past several years to process a high percentage of heavy sour
crude.  Heavy crudes continue to sell at a 20% to 25% discount to
lighter sweet crudes such as the benchmarks West Texas
Intermediate and Brent.  As the largest recipient of Venezuelan
crude exports, CITGO remains a critical piece of Venezuela's
integrated oil strategy.

CITGO is one of the largest independent crude oil refiners in the
U.S., with three modern, highly complex refineries and two asphalt
refineries.  Including the company's 41.25% interest in LCR, CITGO
owns 970,000 bpd of crude refining capacity.  CITGO branded fuels
are marketed through more than 13,000 independently owned and
operated retail sites.  CITGO is owned by PDV America, an
indirect, wholly owned subsidiary of Petroleos de Venezuela S.A.,
the state-owned oil company of Venezuela.


COLLINS & AIKMAN: Lessors Balk at Extended Lease Decision Deadline
------------------------------------------------------------------
Becker Properties, LLC, and Anchor Court, LLC, point out that an
open-ended extension of the lease decision deadline requested by
Collins & Aikman Corporation and its debtor-affiliates is contrary
to the timetable Congress provided in the Bankruptcy Code.

The Debtors are asking the U.S. Bankruptcy Court for the Eastern
District of Michigan to extend the period within which they must
assume or reject unexpired leases with Becker and Anchor Court,
until the date a plan of reorganization is confirmed in their
Chapter 11 cases.

The Debtors said they could not make reasoned decisions concerning
assumption or rejection of leases until confirmation of a plan of
reorganization.  The Bankruptcy Code, however, provides a
different timetable, Robert J. Diehl, Jr., Esq., at Bodman LLP, in
Detroit, Michigan, argues.  Section 365(d)(4) of the Bankruptcy
Code provides that the trustee must decide to assume or reject a
nonresidential lease of real property within 60 days, or longer if
extensions are granted.

The Debtors' justification for their open-ended request is that
they are involved in ongoing negotiations regarding plan
confirmation that might impact the decision to assume or reject
the leases in question.  Mr. Diehl contends that this
justification is not cause for an extension of time, especially
considering the prejudice to Becker and Anchor.

"[The]Debtors' requested extension removes the Court's oversight
of the reorganization process as established by the Bankruptcy
Code and shifts the burden to Becker to request a deadline by
which leases must be assumed or rejected," Mr. Diehl points out.

If the extension is granted, Becker and Anchor will have no way
to make an informed business decision about a proposed plan of
reorganization before the final treatment of its leases is known,
Mr. Gordon says.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit           
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CREATIVE VENTURES: Case Summary & Eight Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Creative Ventures Management, Inc.
        P.O. Box 570
        Lower Lake, California 95457

Bankruptcy Case No.: 06-10434

Chapter 11 Petition Date: July 20, 2006

Court: Northern District of California (Santa Rosa)

Debtor's Counsel: Michael C. Fallon, Esq.
                  100 East Street, Suite 219
                  Santa Rosa, California 95404
                  Tel: (707) 546-6770
                  Fax: (866) 305-7592

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Marin Mortgage Bankers           Real Estate         $1,008,579
60 East Sir Francis Drake
Boulevard
Larkspur, CA 94939

Pacific Equity and Capital       Real Estate         $1,175,000
1299 Fourth Street
San Rafael, CA 94901

American Secured                 Real Estate           $460,000
14930 Ventura Boulevard
Sherman Oaks, CA 91403

L.G. Engle                       Real Estate           $343,008
P.O. Box 1261
Upland, CA 91785

Clifton Rakie                    Real Estate           $240,000
P.O. Box 570
Lower Lake, CA 95457

Carson Williams                                         $80,000

Bob Leal                                                $20,000

Paul Katona                                             $20,000


CROWN CORK: Financial Leverage Prompts Moody's to Hold Ratings
--------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating of
Crown Cork and Seal Company, Inc., as well as ratings on the debt
instruments of Crown and its operating subsidiaries, including
Crown Americas LLC's $365 million senior secured term loan B.

Moody's expects that the proposed $200 million increase in
term loan B will be used to fund a share repurchase of about
$100 million, fund a UK pension obligation of about GBP30 million,
reduce borrowings under the existing revolver, and pay fees and
expenses.

Key ratings factors for packaging companies include:

   1) financial leverage and interest coverage,

   2) operating profile as reflected in operating profitability
      and asset efficiency, and

   3) competitive position as reflected in revenue size, the
      value-added nature of the company's products, ability of
      customers to switch to other suppliers, and substrate
      diversity.

Crown exhibits an overall credit profile that remains consistent
with a corporate family rating of Ba3, with the financial leverage
and interest coverage factor being weak for the rating category,
operating profile in line with the rating category, and
competitive profile relatively strong for the rating category.

Moody's estimates that pro forma for the recently announced
increase in term loan B at Crown Americas to $365 million from
$165 million, Crown's total debt to EBITDA, adjusted for operating
leases, pensions, and asbestos liabilities would rise to over 5
times, while free cash flow to debt would be in the high single
digits and EBIT interest coverage would be below
2 times.

Moody's expects Crown to maintain EBIT margins in the mid to high
single digits and EBIT to gross property, plant, and equipment in
the low teens.  Strengths in Crown's competitive profile include
annual revenue of over $7 billion and a concentrated industry
structure that contributes to stability in the company's overall
market share.

Moody's affirmed these ratings:

   * $410 million US Revolving Credit Facility due 2011, Ba2
  
   * $350 million European Revolving Credit Facility due 2011,
     Ba2

   * $40 million Canadian Revolving Credit Facility due 2011, Ba2
    
   * $365 million US Term Loan B due 2012, Ba2

   * $348 million Euro Term Loan B due 2012, Ba2

   * $500 million Crown Americas senior notes due 2013, B1

   * $600 million Crown Americas senior notes due 2015, B1

   * EUR460 million European Holdings 6.25% First Lien Notes due
     Sept. 1, 2011, Ba2

   * $200 million Crown Cork & Seal Company, Inc. 8.00% Senior
     Unsecured Notes due April 15, 2023, B2

   * $350 million Crown Cork & Seal 7.375% Senior Unsecured Notes
     due December 15, 2026, B2

   * $150 million Crown Cork & Seal 7.50% Senior Unsecured Notes
     due December 15, 2096, B2

   * $107 million Crown Cork & Seal Finance PLC Senior Unsecured
     Notes, due December 15, 2006, B2

   * Speculative Grade Liquidity Rating, SGL-2

   * Corporate Family Rating at Crown Cork & Seal Company, Inc.,
     Ba3

The ratings outlook is stable.

Large share repurchases beyond those currently expected, or
significant debt-financed acquisitions, or evidence of inability
to cope with raw materials price increases or other exogenous
shocks, could put downward pressure on the ratings.  The outlook
or ratings likely would come under pressure if on a sustained
basis adjusted total debt to EBITDA exceeds 5 times or free cash
flow to debt deteriorates to below 5%.

Conversely, if Crown exhibits sustained reduction in leverage
and improvement in free cash flow such that total debt to EBITDA
declines toward 4 times and expected free cash flow to debt
improves to above 10%, the ratings could be raised.

Crown Holdings, Inc., together with its principal subsidiary Crown
Cork and Seal Company, Inc., headquartered in Philadelphia,
Pennsylvania, is a leading global manufacturer of steel and
aluminum containers for food, beverage, and consumer products.   
Revenues for the twelve months ended June 30, 2006 were
approximately $7 billion.


CROWN HOLDINGS: Good Liquidity Cues Fitch to Put Low-B Ratings
--------------------------------------------------------------
Fitch rates Crown Holdings, Inc., Crown Cork & Seal Company,
Inc., Crown Americas, LLC, and Crown European Holdings, SA:

  Crown:

    -- Issuer Default Rating 'B+'

  CCS:

    -- IDR 'B+'
    -- Senior unsecured notes 'B / Recovery Rating of 5'

  CA:

    -- IDR 'B+'
    -- Senior secured dollar term facility 'BB+/RR1'
    -- Senior secured dollar revolving facility 'BB+/RR1'
    -- Senior unsecured notes 'B+/RR4'

  CEH:

    -- IDR 'B+'
    -- Senior secured euro term facility 'BB+/RR1'
    -- Senior secured euro revolving facility 'BB+/RR1'
    -- Senior secured euro 1st priority notes 'BB+/RR1'

Approximately $3.5 billion of debt is covered by the ratings.  The
Rating Outlook is Stable.

The ratings reflect Crown's:

   * leading market share across its product categories;
   * balanced revenue mix;
   * geographic diversification;
   * good liquidity;
   * modest near-term debt maturities;
   * volume growth in emerging markets; and
   * focus on debt reduction.

Rating concerns include:

   * high leverage;

   * escalating raw materials costs;

   * intense competition and low unit volume growth in mature
     markets; and

   * to a lesser extent, asbestos liability.

Broader packaging conversion trends towards plastics are also a
consideration, although not a primary rating factor.

The Stable Outlook reflects the relatively steady demand in
Crown's key end-markets, consistent operating performance and
solid cash generation.  The company's demonstrated ability to
pass-through most raw materials price increases is also noted.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
recovery analysis also considers jurisdictional issues, with
approximately 70% of the company's assets residing outside of the
U.S.

The RRs for Crown Americas, LLC., and Crown European Holdings,
SA's senior secured credit facility, consisting of dollar-based
and foreign currency term loans and revolving credit facilities
('RR1'; expected 91%-100% recovery) reflect significant expected
recovery due to:

   * security from substantially all U.S. assets and certain
     foreign subsidiary assets;

   * 65% pledge of capital stock of non-U.S. subsidiaries of
     Crown Americas; and

   * substantial cushions of unsecured debt and equity.

The $504 million of term loans mature in 2012 and are held at
Crown Americas ($165 million) and Crown European Holdings (EUR287
million/$339 million).  The revolving credit facilities mature in
2011 and consist of:

   * $410 million at Crown Americas,
   * $350 million at Crown European Holdings, and
   * $40 million at Crown Canada.

The U.S. based credit facilities are guaranteed by Crown Holdings,
Crown Cork & Seal, Crown Americas, and Crown International
Holdings.  The European based facilities are guaranteed by the
same entities as well as certain foreign guarantor subsidiaries.

The 6.25% senior secured first priority notes held at Crown
European Holdings (EUR460 million/$587 million, due 2011) are
rated 'RR1'; (expected 91%-100% recovery) which reflects
outstanding recovery prospects in a distressed scenario deriving
from a first priority lien on certain foreign subsidiary assets,
100% stock of Crown Cork & Seal, and significant debt with lower
priority (about $1.9 billion).  These notes are guaranteed by the
same entities guaranteeing the European based credit facilities
listed above.

The Recovery Rating for the $1.1 billion of senior unsecured notes
held at Crown Americas ($500 million of 7.625% notes, due 2013 and
$600 million of 7.75% notes, due 2015) is 'RR4'; (expected 31%-50%
recovery) and reflects the expectation of average recovery due to
lack of security for the notes, and limited enterprise value
remaining after allocation to senior secured debt in a distressed
scenario.  These notes are guaranteed by Crown and each of Crown's
U.S. restricted guarantor subsidiaries.  Upon a change of control
the notes are puttable at 101% of par.  The 7.625% notes become
callable in November 2009, and the 7.75% notes become callable in
November 2010.

The Recovery Rating for the $807 million of senior unsecured notes
held at Crown Cork & Seal ($107 million of 7.0% notes, due 2006;
$350 million of 7.375% notes, due 2026; $150 million of 7.5%
notes, due 2096; and $200 million of 8.0% notes, due 2023) is
'RR5'; (expected 11%-30% recovery) and reflects the below average
recovery prospects for these notes, and also considers their
structural subordination.  These notes are guaranteed by Crown
Holdings.  It should be noted that while this class of debt
carries a lower expected recovery under the assumptions of a
distressed scenario, $107 million will mature in December 2006 and
is covered by adequate liquidity.

The company's liquidity at the end of the first quarter was about
$563 million, and consisted of cash ($293 million) and available
revolver ($270 million).  Liquidity has declined somewhat over the
past five quarters largely as a result of substantial cash
payments in 2005 for debt restructuring fees and pension
contributions.  

The company has $139 million of debt maturities due in 2006, which
will be funded by cash from operations and available liquidity.
Additionally, Crown has two receivables securitization facilities
of $225 million and EUR120 million, and Fitch estimates
availability under these facilities of about $110 million.

Cash generation has been solid for the past several years (ranging
from $225 million to $290 million on a free cash flow basis --
after deducting dividends to minority interests) with the notable
exception of 2005 when the company reported negative $360 million
of free cash flow and negative $122 million of operating cash
flow.  Fitch notes that the significant decline was primarily the
result of $354 million of one-time cash pre-payment fees incurred
in connection with the 2005 debt refinancing, as well as $401
million of pension contributions which included $266 million of
accelerated payments.  Excluding the pre-payment fees and the
accelerated portion of the pension contribution, pro-forma free
cash flow would have been about $260 million.

Crown's credit metrics have been improving over the past few years
as the company has been paying down debt with funds from
divestitures and cash from operations.  The debt refinancing in
2005 also reduced interest expense and extended major debt
maturities for several years.  

However, leverage remains relatively high.  As of Dec. 31, 2005,
the company had leverage of 4.1x and EBITDA interest coverage of
2.3x.  The company's 2005 refinancing lowered interest expense by
roughly 30% based on a 2006 gross interest expense projection of
about $250 million.  Covenants under the senior secured credit
facilities limit debt-to-EBITDA to 4.25x through Sept. 30, 2007,
and EBITDA interest coverage to 2.75x through the same date.  It
should be noted that Fitch's calculation of these ratios is not
equivalent to those allowed for covenant compliance.

The company is benefiting from its focused strategy of organic
growth in the metals packaging sector.  Through divestitures over
the past several years, the company has largely exited plastics-
based packaging operations.  Simultaneously, the company has
aggressively pursued growth opportunities in emerging markets,
where it is well-positioned to capture sizable new volume.  

The company has recently added sold-out new capacity that will
increase volumes in beverage cans by 15%-20% outside North
America.  In mature markets, Crown intends to maintain market
share and expand production of specialty and niche-market metal
packaging, which typically garners higher margins.

Challenges include escalating raw materials costs and maintaining
unit volumes, particularly in mature markets.  Crown's principal
raw materials (steel and aluminum) comprise nearly 60% of cost of
goods sold and each have shown price increases of 16% to 20% or
more in the past year.  The company has been successful for the
most part in implementing price increases and maintaining
profitability despite the higher prices.

However, Fitch remains cautious about the company's continued
ability to pass-through all price increases and maintain volumes,
especially considering the intense price competition within the
metal packaging industry.  Management has noted a 6% loss of North
America beverage can volume recently, which was due to price
competition.  The company believes this volume will be replaced
with new business which will be fully realized sometime in 2007.
Additionally, double-digit beverage can volume growth in certain
emerging markets will likely bolster total volume growth, and 5%
global volume growth across all products is expected in 2006.

In addition, the company has asbestos liability exposure from a
business acquired over 40 years ago.  Crown has accrued a
provision for asbestos liability claims of about $211 million as
of March 31, 2006, and had about 80,000 claims outstanding as of
the same date.  Fitch is encouraged by the trend in annual new
claims and cash payments for settlements, both of which have been
declining each year for the past several years.  However, the
issue remains as an ongoing ratings consideration.  The company
expects to pay about $25 million in asbestos-related claims in
2006.  Fitch used a $200 million asbestos-related liability
estimate in the calculation of enterprise value for the recovery
analysis.

Significant divestitures seem unlikely going forward.  Fitch
believes the company is now positioned to generate healthy
operating cash flows over the intermediate term and will likely
reduce capital expenditures somewhat.

As cash generation improves, Fitch expects that Crown will likely
continue to focus on debt reduction and prudent asset management.
Management has indicated that substantive acquisitions are not
part of its strategic plan.

Additionally, the company has about $145 million remaining in an
authorized share repurchase program which was initiated to offset
dilution.  Crown repurchased approximately $38 million of common
stock in 2005 and $9 million in the first quarter of 2006.  Debt
maturities are modest over the next several years, with the
exception of $139 million in 2006 which includes $107 million of
7.0% senior unsecured notes at Crown Cork & Seal maturing in
December 2006.


DELPHI CORP: UAW President Says Strike Still Possible
-----------------------------------------------------
There has been little progress in talks between United Auto
Workers union and Delphi Corporation, Bloomberg News reports
citing UAW President Ron Gettelfinger.

According to Bloomberg, Mr. Gettelfinger said a strike at Delphi
is still possible.  "We have not ruled out any of our options," he
said.

Mr. Gettlefinger told reporters that he expected more concessions
on wage and benefit issues from Delphi but the company seems to
have stalled after approval of the attrition plan, Bloomberg
relates.

"I think the attrition package got them where they need to be, and
they act like nothing has changed," Mr. Gettelfinger said.

The next scheduled hearing on Delphi's request to reject the
collective bargaining agreements will be on August 11, 2006.

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


DELPHI CORP: Says Harbinger Stock Purchase is "Noncompliant"
------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York directs Harbinger Capital Partners
Master Fund I, Ltd., to show cause why an order should not be
entered granting Delphi Corporation and its debtor-affiliates'
request related to the trading of Delphi's stocks.

The Court entered a trading order on January 6, 2006, which
requires certain entities to file a notice of intent to purchase,
acquire, or obtain tax ownership of Delphi Corporation's common
stock before consummation of the acquisition.  Entities who want
to acquire Delphi Stock that would cause them to become
substantial equityholders need to file the notice.  A substantial
equityholder owns Delphi Stock in excess of 26,499,999 shares.  

Harbinger Capital Partners Master Fund I, Ltd., represented to
the Debtors that:

   (a) on June 1, 2006, it acquired Tax Ownership of
       Delphi Stock in excess of 26,499,999 shares;

   (b) on June 5, 2006, it acquired Tax Ownership of additional
       shares resulting in a total Tax Ownership of 32,025,000
       shares; and

   (c) on June 12, 2006, Harbinger filed a Schedule 13D with the
       Securities and Exchange Commission disclosing its holdings
       of Delphi Stock.

Harbinger made no acquisitions or dispositions of Delphi Stock
after the Debtors contacted it regarding the Schedule 13D and the
terms of the Final Trading Order.

Under the Final Trading Order, Harbinger's acquisition of Delphi
Stock in excess of 26,499,999 shares constituted "Noncompliant
Purchases."   Among other things, Harbinger did not serve on the
Debtors a Notice of Intent to Purchase, Acquire, or Otherwise
Obtain Tax Ownership of Stock prior to the Noncompliant
Purchases.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, points out that the Noncompliant
Purchases were void ab initio pursuant to the Final Trading
Order.  Thus, Harbinger never became a Substantial Equityholder.

According to Harbinger, it did not receive actual notice of the
Final Trading Order and that the Noncompliant Purchases were
wholly inadvertent.  Mr. Butler contends otherwise.

The Debtors ask the Court to require Harbinger to:

   (a) sell on the open market a sufficient number of shares of
       Delphi Stock it acquired in the Noncompliant Purchases so
       that it will hold fewer than 26,500,000 shares.  Harbinger
       must have no actual knowledge of the identity of the
       persons or entity that is to become the beneficial owner
       of the Stock.  Harbinger would not be required to file:

       (1) A Notice of Status as a Substantial Equityholder as a
           result of any Stock Purchase;

       (2) A Notice of Intent to Purchase, Acquire, or Otherwise
           Obtain Tax Ownership of Stock as a result of any Stock
           Purchase; and

       (3) A Notice of Intent to Sell, Exchange, or Otherwise
           Dispose of Tax Ownership of Stock as a result of the
           Stock;

   (b) donate to one or more organizations described in Section
       501(c)(3) of the Internal Revenue Code of 1986, as
       amended, any profit Harbinger realizes from the
       disposition of the Stock; and

   (c) promptly file a certificate with the Court confirming its
       compliance with these procedures and specifically describe
       the details of each Stock Disposition.  Harbinger would be
       treated as never having owned the Stock acquired in the
       Noncompliant Purchases.

Mr. Butler notes that Harbinger has advised the Debtors' counsel
that it finds these procedures acceptable.

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


DELPHI CORP: Unit Sells Assets to Wireless Matrix for $11 Million
-----------------------------------------------------------------
Wireless Matrix Corporation bid and entered into an Amended and
Restated Asset Sale and Purchase Agreement dated July 20, 2006, to
acquire substantially all the assets of Mountain View, California-
based MobileAria, Inc., a 71% owned subsidiary of Delphi
Automotive Systems LLC.

Wireless Matrix will pay cash consideration of $11,005,000 and
assume certain liabilities to acquire the intellectual property
and customer contracts of MobileAria.  Consummation of the sale is
subject to court approval and consent by parties in interest.  If
approved by the court, Wireless Matrix expects the sale to be
consummated by the end of August 2006.

The acquisition provides three significant benefits to Wireless
Matrix.  MobileAria brings to the Company a proven applications
platform that enables Wireless Matrix to meet the needs of
Enterprise-level customers with the solutions as well as a highly
capable applications team who are designing new applications
leveraging wireless broadband networks.  It also provides a
strategic relationship with Verizon Communications, MobileAria's
primary customer, with over 10,000 subscribers.  MobileAria's
hardware technology accelerates the Company's entry into the
wireless broadband market with its EVDO CDMA hardware
capabilities.  MobileAria's leading-edge high-speed wireless
broadband device, certified and proven on the Sprint and Verizon
networks, provides the field workforces of enterprise users'
unfettered and secure access to all desktop and web applications.

"The acquisition of MobileAria is another major step along our
transformational strategy," said J. Richard Carlson, President and
CEO of Wireless Matrix.  "Not only does MobileAria fill out our
hardware solution set, but this acquisition accelerates our entry
into the hosted applications space, enabling Wireless Matrix to
serve a much larger target market demanding new solutions that
leverage wireless broadband networks."

Wireless Matrix was selected and approved by the U.S. Bankruptcy
Court for the Southern District of New York on July 19, 2006, as
providing the best bid for substantially all the assets of
MobileAria.

                      About Wireless Matrix

Headquartered in Reston, Virginia, Wireless Matrix Corporation
(TSX: WRX) -- http://www.wrx-us.com/-- provides enterprise-class  
wireless data solutions for business-critical mobile and remote
asset operations.  The company delivers real-time data services
across cellular, satellite and WiFi networks; a variety of modems
and hardware platforms; and transportation applications that
increase productivity and reduce operating expenses with service
fleet operations. Wireless Matrix has offices in Burnaby, British
Columbia.

                       About Delphi Corp.

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


DELTA AIR: Wants Court Approval on Panasonic Master Agreement
-------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York for
authority to enter into, and perform under, the Letter Agreement
and the Master Agreement with Panasonic Avionics Corporation.

Pursuant to a Master Agreement for the Purchase of Equipment,
Software Licenses and Services dated Feb. 28, 2003, Panasonic
Avionics Corporation provides electronic equipment, including in-
flight audio and video entertainment systems, for the Debtors'
aircraft, and related maintenance and support services.

The Debtors seek to continue purchasing equipment and availing
services from Panasonic.  The parties have reached regarding the
terms and conditions upon which further purchases may be made.

Pursuant to a Letter Agreement dated June 7, 2006, the parties
agree to:

   (i) resolve the $5,694,298 owing to Panasonic for all goods
       and services provided prepetition; and

  (ii) enter into a Master Agreement dated July 7, 2006, that
       will supersede and replace the Original Agreement.

While the Master Agreement does not obligate the Debtors to order
any minimum amount of equipment, the Debtors have budgeted
capital for the equipment and the maintenance fees for years 2006
and 2007:

                                 2006           2007
                                 ----           ----
      Capital                $35,000,000   $57,000,000
      Maintenance Fees        $4,000,000    $9,500,000

The term of the Master Agreement is five years, with various
options to extend or terminate the Master Agreement on certain
specified conditions.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
relates that, pursuant to the Master Agreement, Panasonic will
ship the equipment and invoice the Debtors for the value of each
shipment.  The Debtors will pay the amount of the invoice to
Panasonic as it becomes due, the full amount of which will be
credited against the invoice and will also be credited in like
amount against the prepetition debt.

In this way, Mr. Huebner explains, the prepetition debt will be
reduced over time.  When the Debtors have made $5,694,298 in
total payments under the Master Agreement for postpetition goods
and services, the prepetition debt will be completely exhausted.

Mr. Huebner relates that the mechanism will encourage the Debtors
to make purchases under the Master Agreement because each
purchase will concomitantly reduce the prepetition debt.

The pricing terms of the Master Agreement are reasonable, and
eliminating the prepetition debt will obviate any potential
prepetition claim by Panasonic, Mr. Huebner asserts.

Panasonic is an important supplier of in-flight entertainment
systems for the Debtors' aircraft, Mr. Huebner asserts.  
"Panasonic is an experienced provider of electronic equipment and
already maintains and repairs many of the in-flight entertainment
systems now used aboard the Debtors' aircraft."

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


DELTA AIR: Wants to Amend Merrill Lynch Letter of Credit Facility
-----------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
amend its L/C Facility without further Court order if they
determine, based on the final pricing offered by Merrill Lynch
Commercial Finance Corp., that it is in the best interests of the
Debtors' estates.

On January 26, 2006, Merrill Lynch, pursuant to a transaction with
a syndicate of other financial institutions, issued a $300,000,000
letter of credit for the Debtors' account in favor of U.S. Bank
National Association.

Merrill Lynch has informed Delta Air, that it may be possible to
modify the terms of the L/C Facility to obtain more favorable
pricing terms from the syndicate, thus reducing Delta's cost of
the L/C.  The amendment would also extend the term of the more
favorably priced L/C by approximately seven months.

In return for those concessions, Delta, according to Merrill
Lynch, would agree:

   -- not to terminate the L/C Facility for at least six months
      from the date of the amendment; and

   -- to pay Merrill Lynch a fee that will be substantially less
      than one year's savings from the repricing.

The Debtors have not yet made a final decision to proceed with
the amendment because Merrill Lynch has not yet completed the
arrangement process to set the final pricing terms for the
amended L/C Facility, Marshall S. Huebner, Esq., at Davis Polk &
Wardwell, in New York, relates.

However, according to Mr. Huebner, the Debtors need to be able to
proceed quickly with consummating the amendment once the pricing
terms are finalized in order to lock in the more favorable
pricing as quickly as possible.

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines, Inc. --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELTA AIR: Flight Attendants To Negotiate for Consensual Agreement
------------------------------------------------------------------
Teamster flight attendants at Delta Comair are scheduled to
negotiate with the company as previously scheduled before Federal
Bankruptcy Judge Adlai Hardin's ruling on July 21, 2006.  The
judge reversed his previous decision that the company could not
reject the flight attendants' contract on Delta Comair's earlier
motion.  Teamster legal counsel is reviewing the ruling to
determine whether the Union should appeal.

The flight attendants, who voted 93% in favor of authorizing job
actions, will be free to respond with self-help actions should the
company choose to implement their plan.

"The decision does not significantly alter our position at the
bargaining table," said Connie Slayback, Local 513 President in
Florence, Kentucky.  "We are disappointed by the judge's decision
but the company will still have to compromise and they had already
reduced their proposed cuts in order to get this ruling."

The Cincinnati-based Comair filed for bankruptcy protection, along
with Delta Air Lines Inc. last year, and had sought $8.9 million
in cuts from the flight attendants.

"Our commitment to the company helped keep this airline flying
high during hard times," Ms. Slayback said.  "The productivity of
Comair's employees is shown by the fact that the company could
hand $519 million in a cash loan to Delta over the past three
years.  If Comair moves to abrogate our agreement, travelers
should be aware that strike activity is possible and would disrupt
operations at both Comair and Delta."

Founded in 1903, the Teamsters Union represents more than 1.4
million hardworking men and women in the United States and Canada.

                      About Delta Air Lines

Based in Atlanta, Ga., 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.


DIGITAL LIGHTWAVE: Borrows $200,000 from Optel for Working Capital
------------------------------------------------------------------
Digital Lightwave, Inc. disclosed that on July 12, 2006, it
borrowed $200,000 from Optel Capital, LLC, to fund its working
capital requirements.  Optel Capital is controlled by the
Company's largest stockholder and current chairman of the board,
Dr. Bryan J. Zwan.

                  Secured Promissory Note

The $200,000 loan is evidenced by a separate secured promissory
note that bears 10% interest per annum and is secured by a
security interest in substantially all of the Company's assets.  
Principal and any accrued but unpaid interest under the secured
promissory note is due and payable upon demand by Optel at any
time after August 31, 2006; provided, however, that the entire
unpaid principal amount of each loan, together with accrued but
unpaid interest, shall become immediately due and payable upon
demand by Optel at any time on or following the occurrence of any
of these events:

    (a) the sale of all or substantially all of the Company's
        assets or, subject to certain exceptions, any merger or
        consolidation of the Company with or into another
        corporation;

    (b) the inability of the Company to pay its debts as they
        become due;

    (c) the dissolution, termination of existence, or appointment
        of a receiver, trustee or custodian, for all or any
        material part of the property of, assignment for the
        benefit of creditors by, or the commencement of any
        proceeding by the Company under any reorganization,
        bankruptcy, arrangement, dissolution or liquidation law or
        statute of any jurisdiction, now or in the future in
        effect;

    (d) the execution by the Company of a general assignment for
        the benefit of creditors;

    (e) the commencement of any proceeding against the Company
        under any reorganization, bankruptcy, arrangement,
        dissolution or liquidation law or statute of any
        jurisdiction, now or in the future in effect, which is not
        cured by the dismissal thereof within 90 days after the
        date commenced; or

    (f) the appointment of a receiver or trustee to take
        possession of the property or assets of the Company.

A full-text copy of the Secured Promissory Note issued by Digital
Lightwave to Optel Capital on July 12, 2006, is available for free
at http://ResearchArchives.com/t/s?e30

                       Optel Notes

The Company discloses that as of July 12, 2006, it owed Optel
approximately $53.5 million in principal plus approximately $8.8
million of accrued interest thereon, which debt is secured by a
first priority security interest in substantially all of the
Company's assets and such debt accrues interest at a rate of 10.0%
per annum.  The maturity dates and corresponding payment schedules
related to these obligations are:

  (a) Secured Convertible Promissory Note.

      Pursuant to that certain secured convertible promissory
      note, dated as of September 16, 2004, the Company borrowed
      $27.0 million from Optel on these terms:

       * Accrued and unpaid interest as of September 16, 2004,
         plus interest that accrued on such accrued and unpaid
         interest and interest that accrued on the $27.0 million
         outstanding principal from September 16, 2004 became due
         and payable on September 16, 2005, is now currently due
         and payable on demand at any time, and as of July 12,
         2006 was approximately $3.7 million;

       * Interest that accrues from September 17, 2005, is
         currently due and payable on demand at any time and as of
         July 12, 2006 was approximately $2.5 million; and  

       * $27.0 million in principal is currently due and payable
         on demand at any time.  

  (b) Short-Term Notes.

      Pursuant to several short-term secured promissory notes
      issued by the Company to Optel since September 30, 2004,
      the Company has borrowed approximately an additional \
      $26.5 million on these terms:  

       * Approximately $26.3 million in principal, plus accrued
         interest which as of July 12, 2006 was approximately $2.6
         million, is currently due and payable on demand at any
         time; and  

       * Approximately $200,000 in principal, plus accrued
         interest which as of July 12, 2006 was $0, is due and
         payable on demand at any time after August 31, 2006.  

Approximately $62.1 million of principal and accrued interest is
currently due and payable on demand.

                    Discussion With Optel

The Company reports that is continuing its discussions with Optel
to restructure the Short-Term Notes and the Secured Convertible
Promissory Note by extending the maturity date of the debts, and
to arrange for additional short-term working capital.  The Company
says that if it doesn't reach an agreement to restructure the
Short-Term Notes and the Secured Convertible Promissory Note, and
obtain additional financing from Optel, the Company will be unable
to meet its obligations to Optel and other creditors, and in an
attempt to collect payment, creditors including Optel, may seek
legal remedies

The Company says that all these transactions were approved by its
board of directors, upon the recommendation of a special committee
of the board, composed solely of independent directors.

                   About Digital Lightwave

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  The
Company designs, develops and markets a portfolio of portable and
network-based products for installing, maintaining and monitoring
fiber optic circuits and networks.  The Company's product lines
include: Network Information Computers, Network Access Agents,
Optical Test Systems, and Optical Wavelength Managers.  The
Company's wholly owned subsidiaries are Digital Lightwave (UK)
Limited, Digital Lightwave Asia Pacific Pty, Ltd., and Digital
Lightwave Latino Americana Ltda.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on May 11, 2006,
Grant Thornton LLP raised substantial doubt about Digital
Lightwave, Inc.'s ability to continue as a going concern following
its review of the Company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the Company's
net losses in the years 2004 and 2005 and capital and
stockholders' deficits as of Dec. 31, 2005.


DYNCORP INTERNATIONAL: Appoints Herb Lanese as President and CEO
----------------------------------------------------------------
DynCorp International Inc. appointed Herb Lanese as president and
chief executive officer, effective immediately.  Mr. Lanese, a
member of the board, replaces Stephen Cannon, who resigned after
leading the company through its initial public offering.

Mr. Lanese is a former president, executive vice president and
chief financial officer of McDonnell Douglas Aircraft, where he
played a critical role in the corporation's achievement of a "best
in class" position in the 1990s.  Prior to joining McDonnell
Douglas, he served as corporate vice president of Tenneco, Inc.,
responsible for strategic planning, capital structure, accounting
and information systems.  Earlier, he served as vice president and
chief financial officer of Tenneco's Newport News Shipbuilding
business and vice president of Finance of Tenneco Chemicals.

"Herb Lanese has an impressive track record in leadership roles in
significant organizations," said Robert McKeon, chairman of
DynCorp International.  "The fundamentals of our business are
robust and we are confident Herb will solidly position us to
execute our strategic priorities.  His experience and valuable
insights made him an esteemed member of our Board and a strong
choice to lead the company in building on the strong existing
platform."

Mr. McKeon continued, "We thank Steve for his significant
contributions during a critical period for DynCorp International,
and his skill in guiding the company through two landmark events:
our acquisition of the company in 2005 and the recent initial
public offering. We wish him well in whatever he chooses to take
on in the future."

"I know DynCorp International well, and know it to be a dynamic
company with exciting opportunities," Mr. Lanese said.  "It is a
privilege to lead a company of such talented, dedicated employees
and in conjunction with a board I value highly.  Together we will
develop strategies designed to deliver greater value to our
customers."

Headquartered in Irving, Texas, DynCorp International, LLC
(NYSE: DCP) -- http://www.dyn-intl.com/-- the operating company  
of DynCorp International Inc., provides specialized mission-
critical technical and professional services to civilian and
military government agencies and commercial customers.  DynCorp
Inter'l employs more than 14,0000 people in 35 countries.

                           *     *     *

As reported in the Troubled Company Reporter on June 19, 2006,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB-' from 'B+', on DynCorp
International LLC.  The ratings were removed from CreditWatch
where they were placed with positive implications on Oct. 3, 2005.
S&P said the outlook is stable.

As reported in the Troubled Company Reporter on June 13, 2006,
Moody's Investors Service upgraded the ratings of DynCorp
International LLC based on DI's consistently improving performance
over the past year plus the marginal added benefits to its credit
metrics from the recently completed IPO.  This concludes the
review for possible upgrade that was initiated by Moody's on April
20th.

Moody's upgraded the Company's $90 million senior secured revolver
maturing February 11, 2010, to Ba3 from B2; $345 million senior
secured term loan B due February 11, 2011, to Ba3 from B2;
$320 million 9.5% senior subordinated notes due Feb. 15, 2013, to
B3 from Caa1; Corporate Family Rating, to B1 from B2; and
Speculative Grade Liquidity Rating, to SGL-2 from SGL-3.  The
ratings outlook is stable.


EAGLEPICHER CORP: S&P Rates $65 Million Sr. Credit Facility at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to New EaglePicher Corporation (formerly rated
predecessor company Eagle Picher Inc. pending its emergence from
bankruptcy).  EaglePicher is a diversified manufacturer of
automotive and other industrial products headquartered in Detroit.
The company is scheduled to emerge from bankruptcy by July 31,
2006.

Standard & Poor's also assigned its 'B+' rating and its '1'
recovery rating to the company's $230 million first-lien senior
secured credit facilities, indicating a high expectation of full
recovery of principal in the event of a payment default.

At the same time, the rating agency assigned its 'B-' rating and a
'3' recovery rating to the company's $65 million second-lien
senior secured credit facility, indicating marginal recovery of
principal (50%-80%).  The outlook is stable.

Ratings on EaglePicher reflect:

   * the company's weak market position primarily serving the
     highly competitive automotive industry;

   * an aggressive financial profile characterized by a heavy debt
     burden; and

   * weak cash flow protection measures.

Several positive factors include the diversity in the company's
customer base and its participation in several niche end markets.
The ratings also reflect that EaglePicher is currently in Chapter
11 bankruptcy, operating under a plan of reorganization that was
filed in January 2006.  The ratings are based on the company's
reorganization and emergence from bankruptcy in July 2006.


ENRON CORP: WB Court Orders Argentina to Pay Azurix Unit $165 Mil.
------------------------------------------------------------------
A World Bank court ordered Argentina to pay $165,000,000 to
Azurix Corp., a unit of Enron Corp., in connection with the
country's failure to abide by an investment protection treaty
with the United States, according to a report by Bloomberg News,
citing the Argentina-based daily Clarin.

The dispute between the parties arose after Argentina revoked its
water supply contract with the Azurix in 2001.  Argentina cited
Azurix's alleged failure to fulfill its contract commitments as
reason for the revocation, which the company denied.  The World
Bank Court ruled that Argentina's revocation of the contract was
a violation of the treaty.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 176; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENRON CORPORATION: Files Seventh Post-Confirmation Report
---------------------------------------------------------
Reorganized Enron Corporation filed their Seventh Post-
Confirmation Report on July 17, 2006.

Since the filing of their Sixth Post-Confirmation Report, the
Reorganized Debtors took additional actions to consummate their
Chapter 11 Plan of Reorganization:

A. Sale of Prisma Energy International

Enron Corp. agreed to sell its wholly owned subsidiary, Prisma
Energy International Inc., to Ashmore Energy International
Limited in a two-stage transaction.  Prisma is the last of three
major platform entities to be distributed to creditors or sold
pursuant to the Plan.

The first stage of the transaction closed on May 25, 2006, with
Ashmore acquiring an equity stake in Prisma, initially
represented at less than 25% of the aggregate voting interest.

Ashmore's purchase of the remaining equity interest in Prisma
will be consummated after certain required consents and approvals
have been obtained, which is expected to occur by late 2006.  

Prior to entering into the transaction, Prisma transferred to
Enron Corp. majority of Prisma's interest in the Promigas
business in Colombia, which is expected to be subject to a
separate auction process after the closing of the second stage of
the sale to Ashmore.

B. Distributions

In April 2006, holders of allowed secured, general unsecured and
guaranty claims received cash distributions aggregating
$4,110,000,000 and holders of allowed general unsecured claims
received PGE Common Stock distributions aggregating $568,000,000.  

In June 2006, holders of allowed administrative, priority,
secured, general unsecured, guaranty and convenience class claims
received cash distributions in excess of $152,000,000, which
includes approximately $151,000,000 distributed with respect to
allowed general unsecured and guaranty claims.

As of July 17, 2006, approximately $6,000,000,000 in cash and PGE
common stock has been distributed to holders of allowed claims,
while approximately $5,300,000,000 in cash and PGE common stock
is held in the Disputed Claims Reserve.

C. Claims Resolution Process

As of July 17, 2006, over 25,000 proofs of claim were filed
against the Reorganized Debtors.  About 95 proofs of claim were
disallowed, 250 proofs of claim were allowed, 20 proofs of claim
were withdrawn and 16 proofs of claim were subordinated.

D. Significant Litigation Settlements

The Reorganized Debtors have reached settlements, subject to
documentation and Bankruptcy Court approval, with two financial
institution defendants in Adversary Proceeding Case No. 03-9266,
known as the MegaClaim Litigation.  

The settlements with Credit Suisse First Boston, Inc., and
Merrill Lynch & Co., Inc., resulted in approximately $120,000,000
in proceeds to Enron and a reduction in claims filed against
various Debtors for $427,000,000 as a result of subordination,
expungement or withdrawal.  

The remaining financial institution defendants in the MegaClaim
Litigation include Citigroup, Inc., Barclays PLC and Deutsche
Bank AG.

E. Alleged Market Manipulation Proceedings

On June 28, 2006, the U.S. Federal Energy Regulatory Commission
approved the Reorganized Debtors' settlements with the Trial
Staff of the FERC, the City of Santa Clara, California, and the
Valley Electric Association, Inc., effectively resolving the
parties' issues and disputes arising from events in the western
electricity, natural gas and associated markets from January 16,
1997 through June 25, 2003.

The FERC's approval of the settlements is conditioned on the
modification of the Trial Staff settlement to remove the
requirements that the Trial Staff withdraw evidence or withdraw
from participation in proceeding and litigations related to the
Western Energy Disputes.  That modification was made.

The Bankruptcy Court and the FERC have also approved Enron's
settlement with the Metropolitan Water District of Southern
California.

On June 28, 2006, the FERC also granted in part, and denied in
part, a petition filed by the Public Utility District No. 1 of
Snohomish County, Washington.  Snohomish requested that the FERC
act pursuant to Section 1290 of the Energy Policy Act of 2005,
also called the Cantwell Amendment, to deny approximately
$120,000,000 of contract termination claim that Enron Power
Marketing, Inc., had asserted against Snohomish in Adversary
Proceeding No. 01-16034 filed in the Bankruptcy Court.

After passage of the Cantwell Amendment, the FERC denied EPMI's
contract termination claim under state law principles on the
ground that Snohomish had been fraudulently induced to enter into
the long-term power sales agreement that was the subject of
EPMI's adversary complaint.  Additionally, the FERC concluded
that it did not have authority under the Cantwell Amendment to
consider Snohomish's request that EPMI be ordered to disgorge
certain amounts Snohomish paid for power delivered under the
agreement from January 26, 2001, through November 28, 2001.  EPMI
intends to take steps to seek a review of the FERC's decision.

Luzenac, Inc., also made similar allegations in a petition
against EPMI in a companion FERC proceeding.  EPMI has asserted
before the United States District Court for the Southern District
of New York that the Cantwell Amendment does not divest the
Bankruptcy Court of jurisdiction over the termination payment
issues, and in the Snohomish and Luzenac matters, if it did, the
amendment would be unconstitutional.  The FERC's June 28, 2006
decision indicated that Luzenac's petition might not be granted,
although the FERC has not yet published a final decision
regarding the petition.

F. Trading Cases

On March 4, 2003, the Bankruptcy Court ordered that current and
future adversary proceedings between or among counterparties to
wholesale trading and retail agreements be referred to mediation
to be conducted by the Honorable Allan L. Gropper of the United
States Bankruptcy Court for the Southern District of New York.

As of July 17, 2006, 75 cases have been referred to mediation,
and mediations have occurred in all the 75 cases.  66 of the 75
cases have been settled.  Of the nine cases not yet settled:

    -- two are currently before the Honorable Loretta A. Preska
       of the United States District Court for the Southern
       District of New York;

    -- mediation has ended in four cases, including Adversary
       Proceeding No. 02-03468 against Dynegy, Inc., and certain
       of its affiliates; and

    -- three cases are still in mediation before Judge Gropper.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 176; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENTERGY NEW ORLEANS: S&P Holds Default Rating With Neg. Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' corporate
credit ratings of Entergy Corp. and all its subsidiaries except
Entergy New Orleans Inc., which remains at 'D', and removed the
ratings from CreditWatch with negative implications.  The outlook
is negative.

As of March 31, 2006, the New Orleans, Louisiana-based company had
about $8.9 billion of debt outstanding.

"The ratings affirmation recognizes the increased probability that
Entergy will recover a substantial portion of hurricane-related
storm costs incurred in 2005," said Standard & Poor's credit
analyst Dimitri Nikas.

"Still, uncertainty exists regarding the ultimate level and timing
of the recovery, which is reflected in the negative outlook," said
Mr. Nikas.

The negative outlook also reflects increasing pressure on the
consolidated company's business profile from regulatory challenges
in several jurisdictions combined and a larger portion of assets
being involved in nonregulated ventures.

Standard & Poor's said that Entergy has made significant progress
in recovering storm costs with securitization bills being signed
into law in Texas, Louisiana, and Mississippi.  However, the
funding level, mechanisms and timing in Texas and Louisiana are
still uncertain.

The negative outlook on Entergy reflects the regulatory
uncertainty that still exits regarding the amount and timing of
storm cost recovery.  Moreover, the firm's business profile could
be pressured by adverse regulatory rulings and increased operating
risk at its nonregulated nuclear fleet.


EQUISTAR CHEMICALS: Fitch Puts Low-B Ratings on Evolving Watch
--------------------------------------------------------------
Fitch Ratings has placed the ratings of Lyondell Chemical Company
and Equistar Chemicals L.P. on Rating Watch Evolving following
Lyondell's announcement early July 21, 2006, that the auction
process to sell Lyondell Citgo Refinery LP was discontinued.

Fitch currently rates Lyondell's and Equistar's debt as:

Lyondell

    -- Issuer default rating (IDR) at 'BB-';
    -- Senior secured credit facility at 'BB+';
    -- Senior secured notes and debentures at 'BB+';
    -- Subordinated notes at 'B+'.

Equistar

    -- IDR at 'B+';
    -- Senior secured credit facility at 'BB+/RR1';
    -- Senior unsecured notes at 'BB-/RR3'.

In addition, Fitch affirms the following Millennium Chemicals
Inc.'s ratings:

    -- Convertible senior unsecured debentures at 'BB/RR2';
    -- IDR at 'B+'.

Fitch also affirms Millennium America Inc.'s ratings:

    -- Senior secured credit facility and term loan rating at
       'BB+/RR1';

    -- Senior unsecured notes at 'BB/RR2';

    -- IDR at 'B+'.

Millennium's Rating Outlook remains Stable.

For Lyondell, approximately $2.8 billion of debt is covered; for
Equistar, approximately $2.2 billion of debt is covered; and for
Millennium Chemicals, approximately $900 million of debt is
covered by these actions.

The Rating Watch Evolving status suggests that elements of a
downgrade, upgrade, and affirmation are present in Lyondell's
current situation.  Given the uncertainty of the situation and
multiple possible outcomes, a downgrade may potentially be
required if Lyondell agrees to purchase the remaining 41.25%
interest held by Citgo and funds such a purchase with additional
debt.  Fitch recognizes the downside scenario would be dependent
on the total amount and composition of debt that would be incurred
to finance such a purchase as well as evaluating the offsetting
benefit from owning 100% of LCR, including full access to cash
generation from the refinery operations.  However, an upgrade
could be warranted if any interested parties, or another buyer(s)
emerge to acquire LCR for substantially greater than the $5
billion previously offered to the partners.  Fitch expects that
Lyondell would use proceeds from any refinery sale to repay debt
as the company has publicly stated. Finally, an affirmation may be
necessary if the partners continue with the LCR joint venture and
no change in ownership occurs.

Fitch expects any potential sale of LCR could also have a positive
indirect effect on Equistar, since Lyondell's management has
expressed its intent to use any proceeds from the refinery sale to
fund debt repayment above Lyondell's initial $3.0 billion debt
reduction target.  With further deleveraging at the Lyondell
parent, Equistar's ratings would indirectly benefit as its ratings
are limited by Lyondell's ratings.  The parent ratings limit
Equistar's ratings due to Lyondell's strong access to its cash
flow.  Furthermore, Equistar is focused on North American markets
and it has a narrower product portfolio compared to Lyondell.

In the alternative situation, a purchase of Citgo's 41.25% share
in LCR by Lyondell could potentially have negative effects on
Equistar due to the relationship between Lyondell and Equistar
ratings.  The potential for additional debt at Lyondell could
result in a greater demand for cash from Equistar.

The affirmation of Millennium's ratings reflects Fitch's
expectations that a potential sale of LCR or purchase of Citgo's
41.25% interest in LCR by Lyondell would not affect Millennium
ratings.  The ratings also consider the cyclical nature of
Millenniun's commodity products, strong dividends through its
29.5% interest in Equistar, sizable debt reduction during the last
12-months and Lyondell's ownership of the company.  Currently,
Millennium cannot declare dividends to Lyondell due to certain
restrictions in its existing bond indentures.  Concerns include
weaker than expected results for Millennium's core businesses and
expectations for future cash outflows for distributions to
Lyondell.

Lyondell holds leading global positions in propylene oxide and
derivatives, plus titanium dioxide, as well as leading North
American positions in ethylene, propylene, polyethylene,
aromatics, acetic acid, and vinyl acetate monomer.  The company
benefits from strong technology positions and barriers to entry in
its major product lines.  Lyondell owns 100% of Equistar; 70.5%
directly and 29.5% indirectly through its wholly owned subsidiary
Millennium.  It also owns 58.75% of LCR, a highly complex
petroleum refinery has a long-term, fixed-margin crude supply
agreement with PDVSA.  In 2005, Lyondell and subsidiaries
generated $2.22 billion of EBITDA on $18.6 billion in sales.

CITGO is one of the largest independent crude oil refiners in the
U.S., with three modern, highly complex crude oil refineries and
two asphalt refineries.  With the expansion of the Lake Charles
refinery to 425,000 bpd of capacity, CITGO now owns 970,000 bpd of
crude refining capacity, including the company's 41.25% interest
in LYONDELL-CITGO Refining L.P.  LCR owns and operates a 265,000-
bpd crude oil refinery in Houston, Texas.  CITGO branded fuels are
marketed through more than 13,000 independently owned and operated
retail sites.  CITGO is owned by PDV America, an indirect, wholly
owned subsidiary of Petroleos de Venezuela S.A., the state-owned
oil company of Venezuela.


ESTERLINE TECH: Moody's Lifts Rating on $175 Mil. Sr. Notes to Ba3
------------------------------------------------------------------
Moody's Investors Service raised the Corporate Family Rating of
Esterline Technologies Corporation to Ba2 from Ba3.  The rating on
$175 million in senior subordinate notes has been upgraded to Ba3
from B1.  The rating outlook is stable.  This concludes the review
commenced on Feb. 17, 2006.

The rating upgrade reflects the company's strong operating
performance that has resulted in substantially improved operating
metrics, a demonstrated ability to successfully carry-out its
acquisition strategy without use of substantial leverage, and
favorable economic conditions in the company's prime customer
sector as supplier to aircraft OEM's.  Ratings are still
constrained, however, by the company's modest revenue base and a
degree of continued uncertainty in the size and scope of future
acquisitions, and risks associated with integrating such
purchases.

The stable rating outlook anticipates that Esterline will continue
to pursue modestly-sized acquisitions as part of its growth
initiative, but that the company's existing businesses will
demonstrate strong performance with stable or improving margins,
and that the company will generate free cash flow that will
facilitate a moderate amount of debt reduction over the near term.

Ratings or their outlook could be subject to upward revision if
the company were to repay a greater amount of debt through
consistently strong cash flow generation, resulting in leverage of
under 2 times and free cash flow in excess of 15% of total debt,
while successfully growing its revenue base to over $2 billion
without any erosion of margin levels.

Conversely, ratings or their outlook could be lowered if operating
results were to face unexpected deterioration, or if the company
were to increase debt for any reason, particularly where a large
amount of additional debt were involved in a transformational type
of acquisition, such that EBITDA were to increase to over 3.5
times, if interest were to fall below 2.5 times, or if free cash
flow were to fall below 5% of debt.

Over the past three years, acquisitions and a steady level of
organic growth helped Esterline to increase and diversify its
revenue base, using only a modest amount of incremental debt to
finance such growth.  Since the assignment of its initial
Corporate Family Rating of Ba3 in 2003, Esterline has nearly
doubled its revenue, driven by both acquisitions and organic
growth.  Although organic growth has slowed somewhat in the first
half of FY06, Moody's expects revenue growth to continue over the
near term, driven by healthy demand in the commercial aerospace
market.

Esterline's revenues are divided between commercial aerospace,
military, and industrial customers in both the U.S. and Europe.
Recent robust ordering levels for the company's products are
an important barometer of the company's underlying business
strength.  Esterline's backlog grew from $482 million in
Oct. 2005 to $633 million at the end of Q2 2006.  The company's
expanded scale, strong order backlog, and diversification are
viewed more favorably by Moody's and contribute to the rating
upgrade.

Through this rapid growth period, strong cash flow and disciplined
financial policy has allowed Esterline to achieve and maintain
leverage and interest coverage at levels consistent with a Ba2
corporate family rating.  Moody's estimates April 2006
Debt at approximately 2.9 times, versus 3.5 times as of FY 2004.   
EBIT stood at 3.6 times for the LTM ended April 28, 2006, and was
4 times for Q2 06, illustrating coverage of additional interest
related to the new term loan.

Esterline continues to execute an acquisitive growth strategy,
buying two aerospace contractors based in the United Kingdom over
the past eight months.  In December 2005, Esterline acquired
Darchem Holdings Limited, a manufacturer of thermally engineered
components for use in the manufacture of aerospace products for
$122 million in cash.  The acquisition was funded with cash on
hand and $80 million drawn on its revolving credit facility.  The
company's cash flow generation has enabled it to pay down
outstandings under that facility to $18 million drawn at the end
of Q2 06, effectively reducing the financial leverage associated
with the Darchem acquisition.

In March 2006, Esterline acquired Wallop Defence Systems Limited,
a U.K.-based manufacturer of military pyrotechnic devices, for $58
million in cash, partially financed with a $100 million term loan
due 2010.  While the market for WDSL's products should remain
strong, Moody's believes that Esterline may be more challenged to
achieve an adequate financial return on this acquisition.  On June
26, 2006 an explosion at a WDSL plant resulted in one fatality and
several minor injuries to workers.

Britain's Health and Safety Executive has shut the plant down
until it completes an investigation of the incident.  While near-
term losses associated with the incident are likely to be covered
by available insurance, it is uncertain when and under what
conditions production might be able to resume, and what the impact
would be on the units profitability.  The incident may have some
residual negative impact on Esterline's financial results, yet
Moody's believes that the size of the business unit affected
relative to Esterline's overall revenue and earnings base
mitigates the impact that this incident may have on the company's
financial profile.

Moody's assesses Esterline's liquidity position as good, as the
company is estimated to have adequate cash balances and cash flows
to cover all but large unexpected uses for capital expenditures or
working capital purposes.  As of April 2006, Esterline reported a
cash balance of $118 million.  In addition, the company has a $100
million revolving credit facility in place, with about $82 million
available as of April 2006, providing additional liquidity
cushion.  Esterline's existing $100 million term loan facility
stipulates only minimal required principal payments until 2010,
while the senior subordinated notes do not mature until 2013.

The Ba3 rating of the senior subordinated notes due 2013, one
notch below the Corporate Family Rating, reflects the junior
position in claim of this class of debt behind all existing and
future senior debt of the company, including approximately $200
million of senior secured credit facilities.  These notes are
guaranteed by all of the company's subsidiaries.

These ratings have been upgraded:

Upgrades:

Issuer: Esterline Technologies Corp.

   * Corporate Family Rating, Upgraded to Ba2 from Ba3
  
   * Senior Subordinated Regular Bond/Debenture, Upgraded to Ba3
     from B1

Outlook Actions:

Issuer: Esterline Technologies Corp.

   * Outlook, Changed To Stable From Rating Under Review

Esterline Technologies Corporation, headquartered in Bellevue
Washington, serves aerospace and defense customers with products
for avionics, propulsion and guidance systems.

The company operates in three business segments: Avionics and
Controls, Sensors and Systems and Advanced Materials.  Esterline
had LTM April 2006 revenue of $887 million.


EVERGREEN INT'L: Launches Tender Offer for 12% Senior Sec. Notes
----------------------------------------------------------------
Evergreen International Aviation, Inc., commenced a cash tender
offer for any and all of its outstanding $215,000,000 in aggregate
principal amount 12% Senior Second Secured Notes Due 2010 (CUSIP
No. 30024DAF7) on the terms and subject to the conditions set
forth in its Offer to Purchase and Consent Solicitation Statement
dated July 20, 2006.  The Company also is soliciting consents to
certain proposed amendments to the indenture governing the Notes.

The purpose of the Offer is to acquire all of the issued and
outstanding Notes and to amend or eliminate the principal
restrictive covenants, certain events of default and other
provisions contained in the Indenture.  The Company plans to fund
the Offer with the proceeds of a new Senior Secured Credit
Facility, which is in the process of being arranged.

If all conditions to the tender offer and consent solicitation are
satisfied, holders of the Notes who validly tender their Notes
pursuant to the offer and validly deliver their consents pursuant
to the solicitation by 5:00 p.m., New York City time, Aug. 8, 2006
(and do not validly withdraw their Notes or revoke their consents
by such date), will be paid the total consideration of $1,080 for
each $1,000 principal amount of the Notes.  In addition, holders
who validly tender and do not validly withdraw their Notes in the
tender offer will receive accrued and unpaid interest from the
last interest payment date up to, but not including, the date of
payment.

In connection with the tender offer, the Company is soliciting
consents to certain proposed amendments to eliminate substantially
all of the restrictive covenants in the indenture governing the
Notes and certain other provisions.  The Company is offering to
make a consent payment of $30 per $1,000 principal amount of the
Notes (which is included in the total consideration described
above) to holders who validly tender their Notes prior to the
Consent Date.  Payment in such case will be made promptly after
Evergreen determines to accept the Notes tendered prior to 5:00
p.m., Eastern Time, on the Consent Date, which acceptance date is
expected to be on or about Aug. 16, 2006 or such later date as the
New Credit Facility is in place.  Holders who tender their Notes
after the Consent Date will not receive the consent payment.  
Prior to the Consent Date, holders may not tender their Notes
without delivering consents and may not deliver consents without
tendering their Notes.  The tender offer is scheduled to expire at
5:00 p.m., New York City time, on Aug. 21, 2006, unless otherwise
extended or earlier terminated.

Questions regarding the terms of the tender offer or consent
solicitation should be directed to the exclusive Dealer Manager
and Solicitation Agent for the tender offer and consent
solicitation:

     Credit Suisse Securities (USA) LLC
     Attn: Liability Management Group
     Telephone (212) 325-7596 or (800) 820-1653

The Tender Agent and Information Agent is D.F. King & Co., Inc.  
Any questions or requests for assistance or additional copies of
documents may be directed to the Information Agent toll free at
(800) 290-6426 (bankers and brokers call collect at (212) 269-
5550).

                         About Evergreen

Based in McMinnville, Oregon, Evergreen International Aviation,
Inc. -- http://www.evergreenaviation.com/-- is a portfolio of  
five diverse aviation companies.  With international operating
authority and a network of global offices and affiliates,
Evergreen consists of an international cargo airline that owns and
operates a fleet of Boeing 747s, an unlimited aircraft
maintenance, repair, and overhaul facility, a full-service
helicopter company, an aircraft ground handling company, and an
aircraft sales and leasing company.  In addition to these
endeavors, Evergreen owns and operates Evergreen Agricultural
Enterprises and is headquartered near the not-for-profit Evergreen
Aviation Museum, home of the Spruce Goose.


EVERGREEN INT'L: Planned Refinancing Prompts S&P's Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Evergreen
International Aviation, Inc., including the 'B-' corporate credit
rating, on CreditWatch with positive implications.  The rating
action follows Evergreen's announcement that it has commenced a
tender offer for its 12% senior second secured notes due 2010.  
The company plans to fund the tender offer with the proceeds of a
new senior secured credit facility.  McMinnville, Oregon-based
Evergreen has about $350 million of lease-adjusted debt.

"The rating action reflects the potential for a modest upgrade if
the planned refinancing improves the company's liquidity and
operating flexibility," said Standard & Poor's credit analyst Lisa
Jenkins.  The existing ratings on Evergreen reflect its onerous
debt service requirements, limited liquidity, and participation in
the cyclical, competitive, and capital-intensive heavy airfreight
business.  Offsetting these challenges to some extent is the
company's improved financial performance over the past year and
prospects for further financial improvement over the near to
intermediate term.

Evergreen derives the majority of its revenues and operating
profits from Evergreen International Airlines, its airfreight
transportation subsidiary.  The company also provides ground
logistics services, aircraft maintenance and repair services,
helicopter and small aircraft services, and aviation sales and
leasing.  Demand for most of Evergreen's services has been healthy
over the past year and is expected to remain so for at least the
next few years.  In particular, the airfreight business should
continue to benefit from strong military and healthy commercial
demand, the latter driven by U.S. imports from China.  Financial
performance is also expected to benefit in coming years from
Evergreen's recently signed agreement to provide air
transportation services related to the manufacture of the new
Boeing 787 aircraft.

To resolve the CreditWatch, S&P will assess the impact of the
planned debt refinancing on debt service requirements and
operating flexibility, as well as the near to intermediate term
operating outlook and cash-generating potential.


FALCONBRIDGE LIMITED: Directors Review Xstrata's Revised Offer
--------------------------------------------------------------
Falconbridge Limited is reviewing the details of Xstrata plc's
intention to increase its offer for Falconbridge to CDN$62.50 per
common share in cash and waive the minimum tender condition.  
Under the terms of the offer, the Falconbridge shareholders will
also receive the special cash dividend of CDN$0.75 per common
share declared by Falconbridge on July 16, 2006, representing
total proceeds of CDN$63.25 per Falconbridge common share.  The
revised Xstrata offer will expire on Aug. 14, 2006 and is subject
to approvals from Xstrata shareholders and Investment Canada.

The Falconbridge Board of Directors will evaluate the terms of the
revised Xstrata offer and provide Falconbridge shareholders with a
formal recommendation as soon as it has completed its analysis.

                        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 LTD: Must Decide on Offers by July 27 Says Inco
------------------------------------------------------------
Inco Limited comments on the status of the decision facing
Falconbridge shareholders:

"The shareholders of Falconbridge have a clear decision to make by
July 27 and it is in their interest to bear a few facts in mind.

"First, Inco is making the superior offer.  It has the highest
value and provides the greatest potential to benefit from very
strong nickel and copper markets.  Both short and long-term
shareholders will benefit from the strong profits and cash flow of
the new company.  Why turn that over to Xstrata?

"Second, Falconbridge shareholders can be sure of what they are
getting by tendering to Inco's offer on July 27.  On July 28,
Xstrata will not need to be nearly as 'shareholder friendly' as it
appears today.  There can be no assurance they will not start
accumulating shares at lower prices, once the support of the Inco
offer is gone.  At that point, Xstrata will have the opportunity
to gain effective control without paying full price.

"Third, Inco's offer is unconditional and Xstrata's bid remains
conditional.  Xstrata requires Investment Canada approval and
still do not have it.  Xstrata also requires a shareholder vote.

"On July 27 Falconbridge shareholders will have a choice between
two distinct options.  Their best interests are with the certainty
of Inco's offer."

                      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 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 U.K.

                     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 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 LTD: Raised Phelps Bid Cues S&P to Watch Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on Inco Ltd. and Falconbridge Ltd. to developing
from positive after Phelps Dodge Corp. (BBB/Watch Neg/A-2)
announced an increase in the debt-financed cash consideration
for the two companies.  CreditWatch with developing implications
means the ratings may be raised, lowered, or affirmed.

"Because there are multiple competing bids outstanding -- both
friendly and hostile -- for Inco and Falconbridge, the ratings
on the companies are exposed to several potential outcomes,"
Standard & Poor's credit analyst Donald Marleau said.

First, the ratings on both companies would be affirmed at 'BBB-'
if the three-way transaction with Phelps Dodge is consummated.
The three-way transaction faces some execution risk, with
various regulatory approvals in Canada and Europe still
outstanding.  More important, however, is the uncertainty
surrounding the required consent of Phelps Dodge shareholders, a
majority of whom must approve the transaction.

"It is possible that Inco acquires a majority of Falconbridge on
July 27, yet the Phelps Dodge shareholders reject the subsequent
acquisition of the combined nickel producers in
September 2006," Mr. Marleau said.

If Phelps Dodge shareholders reject the transaction, the 'BBB-'
ratings on the combined Inco and Falconbridge entity face a
small risk of being lowered because of increased debt leverage,
notwithstanding very strong cash flow stemming from the expected
strength of nickel and copper markets.  Because Inco has lowered
its minimum take-up condition to 50.01%, it may have only
restricted access to the significant cash balances and cash flow
at Falconbridge.  

Regardless, Inco's stand-alone cash flow is expected to be
adequate to reduce the Falconbridge acquisition debt, and bring
its financial profile back in line with the investment-grade
rating.  In addition, its limited control could slow the pace of
operational changes necessary to achieve the US$550 million
synergies between the companies, although this is a smaller risk
and decidedly less likely because of the significant potential
for value creation for all investors.

The ratings on Inco could be raised in the two-way scenario,
whereby Phelps Dodge acquires Inco without Falconbridge,
depending on Phelps Dodge's response to the potential
aggressiveness of competing bids.  The ratings on Inco could
also be raised if it is acquired by Teck Cominco Ltd. (BBB/Watch
Neg/--), which currently has a hostile takeover bid outstanding
for Inco for equity and CDN$6.4 billion of cash consideration.  
The ratings on Falconbridge may be raised if it is acquired by
Xstrata PLC (BBB+/Watch Neg/--), although the ratings will be
determined only after the company reveals its plans for raising
equity to reduce the debt used to fund its all-cash offer of
$16.2 billion.

Falconbridge's CDN$119.7 Million Cumulative Preferred Shares
Series 2 carries S&P's BB rating.  That rating was assigned on
Nov. 21, 2001.  

Falconbridge's CDN$150 Million Preferred Shares Series H also
carries S&P's BB rating.  That rating was assigned on Mar. 5,
2003.
  

FIRST SUMMIT: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: First Summit Group, LLC
        3869 Cayton Road
        Westlake, Louisiana 70669

Bankruptcy Case No.: 06-20237

Chapter 11 Petition Date: July 20, 2006

Court: Western District of Louisiana (Lake Charles)

Debtor's Counsel: Wade N. Kelly, Esq.
                  Robichaux, Mize & Wadsack, LLC
                  1333 Common Street
                  Lake Charles, Louisiana 70601
                  Tel: (337) 433-0234
                  Fax: (337) 433-1274

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
GSK, LLC                         Potential Unsecured      Unknown
c/o James B. Doyle, Esq.         Claim From Second
1304 Enterprise Boulevard        Mortgage Note
2nd Floor
Lake Charles, LA 70601


FOAMEX INTERNATIONAL: Gets Okay to Set Off Guilford Mills Debts
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Foamex International Inc. and its debtor-affiliates' stipulation
with Guilford Mills, Inc.

As reported in the Troubled Company Reporter on July 7, 2006, the
parties stipulate that:

   (a) the automatic stay under Section 362 of the Bankruptcy
       Code will be modified to permit the set-off of mutual
       prepetition debts and the payment of the Guilford Mills
       Obsolescence Claim;

   (b) pursuant to the set-off, Guilford Mills will pay Foamex
       $242,467 in cash within five business days after the Court
       approves the parties' stipulation; and

   (c) if the Debtors receive any payment from the original
       equipment manufacturers on account of the Guilford Mills
       Obsolescence Claim, they will transmit the funds
       within three business days after receipt.

As of the Debtors' bankruptcy filing, Guilford Mills, Inc., owed
Foamex L.P. $417,467 for prepetition services.  Foamex also owed
Guilford Mills $183,495 for fabric provided to Foamex prepetition
and $175,000 for certain prepetition obligations pursuant to the
parties' supply agreement.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FORD MOTOR: Moody's Lowers Senior Unsecured Ratings to B2
---------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and senior
unsecured ratings of Ford Motor Company to B2 from Ba3 and the
senior unsecured rating of Ford Motor Credit Company to Ba3 from
Ba2.  The Speculative Grade Liquidity rating of Ford has been
confirmed at SGL-1, indicating very good liquidity over the coming
12 month period.  The outlook for the ratings is negative.

The downgrade of the Ford ratings reflects Moody's expectation
that the company's performance in North America will face
considerable additional stress due to high fuel prices and the
resulting shift in consumer preference away from the very
profitable SUV segment.  During the six months through June 2006
Ford's sales of mid-size SUVs fell by 24.7% and sales of large
SUVs declined by 32.1%. Despite the fact that solid market
acceptance of Ford's new mid-size and full-size cars has helped
maintain US market share above 18%, the dramatic shift away from
the SUV segment undermines prospects that Ford's Way Forward
restructuring program will materially strengthen its weak credit
metrics before 2008.  Bruce Clark, a senior vice president with
Moody's, said "The strong performance of Ford's new cars is
certainly a positive.  But the profitability of these vehicles
doesn't come close to what the company had been earning on
Explorers and Expeditions.  This market shift is really hurting
Ford and is pushing out the time frame during which the
restructuring plan might contribute to any meaningful improvement
in its credit ratios."

In addition to the market shift from SUVs, Ford faces considerable
challenges in other areas.  These include implementing its
extensive Way Forward restructuring initiative, reversing the
chronically poor performance of Jaguar, contending with the
ongoing erosion of its domestic supplier base, addressing the
growing competitiveness and share gains of Asian manufacturers,
and preparing for the renegotiation of its UAW contract in late
2007.  As part of these contract negotiations it will be critical
for Ford to achieve a material degree of relief in the areas of
health care costs for active workers and the JOBs bank program.
The decision by Ford's board of directors to cut both the
company's dividend and director fees by half (with the annual
dividend declining from about $700 million to $350 million) will
have minimal impact on Ford's cash flow, but may contribute the
constructive character of the dialogue with the UAW.

Ford's negative outlook reflects the fact that the company is
weakly positioned within the B2 rating category, and any shortfall
in contending with the array of challenges that it faces could
result in further pressure on the rating.  Ford's liquidity
position remains strong with $24 billion in cash and short-term
VEBA balances, and the company's Speculative Grade Liquidity
Rating has been confirmed at SGL-1.  Nevertheless, the company's
weak operating and competitive position limits its capacity to
absorb additional stress.  For the LTM through March 2006, Ford's
automotive business had an operating margin of negative 2.8%,
interest coverage well below 1x, and free cash flow of negative
$2.8 billion.

The downgrade of Ford Credit's long-term rating to Ba3, with a
negative outlook, considers the firm's ownership by, and
concentrated operating relationship with, Ford Motor.  This
connection results in a ratings linkage between the two firms.
Ford Credit's rating already incorporated expectations that
declining portfolio balances, higher borrowing costs, and a
leveling of credit quality improvements are likely to constrain
the company's profitability in coming periods.  However, in
Moody's view, Ford's deeper operating challenges and longer
turnaround horizon could have further negative implications for
Ford Credit's results and financial condition, including its
origination volumes, asset quality, profits and liquidity, thus
negatively affecting its stand-alone credit profile.

The one notch downgrade of Ford Credit's long-term rating widens
the differential from Ford's rating to two notches from one.  This
notching differential continues to reflect Moody's view that loss
severity in the event of default for Ford Credit would be
meaningfully lower than for Ford.  At the lower extremity of
Moody's rating scale, the same difference in expected loss results
in a greater differential between the two firms' ratings.  While
Moody's also believes Ford Credit's probability of default is
lower than its parent's, there remains uncertainty by virtue of
Ford's ownership and control that limits the potential ratings
differential between the two firms.  "We believe Ford is
economically motivated to maintain Ford Credit's operating
strengths and enterprise value, but it could direct the company to
take actions that, while seen by Ford's board to be beneficial for
the consolidated Ford enterprise, are nevertheless adverse to Ford
Credit's profile," said Mark Wasden, a Moody's Senior Credit
Officer.

Ford Motor Company, headquartered in Dearborn, Michigan, is the
world's third largest automobile manufacturer.  Ford Motor Credit
Company, also headquartered in Dearborn, Michigan, is the world's
largest auto finance company.


GE COMMERCIAL: Fitch Affirms Low-B Ratings on Three Class Certs.
----------------------------------------------------------------
Fitch affirmed GE Commercial Mortgage Corporation commercial
mortgage pass-through certificates, series 2005-C2:

   -- $46.7 million class A-1 at 'AAA'
   -- $334.9 million class A-2 at 'AAA'
   -- $132.4 million class A-3 at 'AAA'
   -- $72.4 million class A-AB at 'AAA'
   -- $445.4 million class A-4 at 'AAA'
   -- $451.2 million class A-1A at 'AAA'
   -- $149.1 million class A-J at 'AAA'
   -- Interest-only class X-P at 'AAA'
   -- Interest-only class X-C at 'AAA'
   -- $14.0 million class B at 'AA+'
   -- $30.3 million class C at 'AA'
   -- $16.3 million class D at 'AA-'
   -- $25.6 million class E at 'A'
   -- $16.3 million class F at 'A-'
   -- $21.0 million class G at 'BBB+'
   -- $16.3 million class H at 'BBB'
   -- $21.0 million class J at 'BBB-'
   -- $9.3 million class K at 'BB+'
   -- $7.0 million class L at 'BB'
   -- $9.3 million class M at 'BB-'

Fitch does not rate classes N, O, P and Q certificates.

The affirmations reflect stable performance and minimal paydown
since issuance.  As of the June 2006 distribution date, the
transaction has paid down 0.6% to $1.85 billion from $1.86 billion
at issuance.

Fitch reviewed the four credit assessed loans in the pool:

   * General Motors Building (8.5%);
   * Loews Miami Beach (3.8%);
   * Campus Club Apartments (1.0%); and
   * Sterling University Trails (0.9%).

All loans maintain an investment grade credit assessment.

The General Motors Building loan is secured by a 1,905,103-square
foot office building with a retail component located in midtown
Manhattan, New York.  The whole loan comprises six pari-passu A-
notes, of which the A-2 and A-3 notes are included in this
transaction.

Although the year-end 2005 Fitch stressed DSCR has decreased to
1.25x from 1.52x at issuance new tenants have taken occupancy in
the recently expanded retail space and YE 2006 DSCR is expected to
be inline with issuance levels.  YE 2005 occupancy declined to
96.3% from 93.6% at issuance.

The Loews Miami Beach loan is secured by a 790-unit full service
hotel property located in Miami Beach, Florida.  The YE 2005 Fitch
stressed DSCR has increased to 1.93x compared with 1.77x at
issuance.  YE 2005 Revenue per Average Room increased to $200.37
from $184.68 at issuance.

The Campus Club Apartments loan is secured by a 276-unit
multifamily/student-housing property located in
Statesboro, Georgia.  The YE 2005 Fitch stressed DSCR increased
to 1.53x from 1.30x at issuance.  Occupancy improved to 98.3% at
YE 2005 compared to 97.4% at issuance.

The Sterling University Trails loan is secured by a 240-unit
multifamily/student-housing property located in Lubbock, Texas.
The YE 2005 Fitch stressed DSCR increased to 1.54x from 1.43x at
issuance.  Occupancy decreased to 93.3% at YE 2005 compared to
96.1% at issuance.

The Fitch stressed debt service coverage ratio is calculated using
servicer provided net operating income less required reserves
divided by debt service payments, using a Fitch stressed refinance
constant.


GENERAL MOTORS: Clears PBGC Hurdle to $14-B Sale of 51% GMAC Stake
------------------------------------------------------------------
Pension Benefit Guaranty Corp. assured General Motors Corp. that
it would not pursue General Motors Acceptance Corp.'s assets even
if GM won't pay pension benefits in the future.  PBGC's statement
is a step forward towards the closing of GM's sale of its 51%
controlling interest in GMAC to a consortium of investors led by
Cerberus Capital Management, LP.

The U.S. Federal Trade Commission has cleared the proposed sale in
April this year.

The consortium is now comprised of:

   * Cerberus Capital Management,
   * Citigroup Inc.,
   * Aozora Bank Limited, and
   * a subsidiary of The PNC Financial Services Group, Inc.

The $14 billion in cash that GM is to receive as part of the
transaction includes $7.4 billion from the Cerberus-led consortium
at closing and an estimated $2.7 billion cash distribution from
GMAC related to the conversion of most of GMAC and its U.S.
subsidiaries to limited liability companies.  In addition, GM will
retain about $20 billion of GMAC automotive lease and retail
assets and associated funding with an estimated net book value of
$4 billion that will monetize over three years.

GM also will receive dividends from GMAC equivalent to its
earnings prior to closing, which largely will be used to fund the
repayment of various intercompany loans from GMAC.  As a result of
these reductions, GMAC's unsecured exposure to GM is expected to
be reduced to approximately $400 million and will be capped at
$1.5 billion on an ongoing basis.

GM and the consortium will invest $1.9 billion of cash in new GMAC
preferred equity -- $1.4 billion to be issued to GM and $500
million to the Cerberus consortium.  GM also will continue to
receive its 49 percent share of common dividends and other value
generated by GMAC.

GM will take a non-cash pre-tax charge to earnings of
approximately $1.1 billion to $1.3 billion in the second quarter
of 2006 associated with the sale of 51 percent of GMAC.

                      About General Motors

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

                           *     *     *

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

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


GREAT NORTHERN: Hires German Nason as New Brunswick Counsel
-----------------------------------------------------------
The Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for
the District of Maine authorized Gary M. Growe, the chapter 7
Trustee overseeing the liquidation of Great Northern Paper, Inc.,
to employ Timothy M. Hopkins, Esq., and the firm of German Nason,
as his counsel in the Province of New Brunswick, Canada.

Mr. Hopkins will assist the Chapter 7 Trustee in the
administration of the Chapter 7 Estate in New Brunswick, Canada.
Mr. Hopkins' duties include the collection of monies due to the
Estate.  He will be paid $200 per hour for his services.

Mr. Hopkins assures the Court that he and his firm do not hold or
represent any interest adverse to the Debtor.

Headquartered in Millinocket, Maine, Great Northern Paper, Inc.,
one of the largest producers of groundwood specialty papers in
North America, filed for chapter 11 protection on January 9, 2003
(Bankr. Maine Case No. 03-10048).  Alex M. Rodolakis, Esq., and
Harold B. Murphy, Esq., at Hanify & King, P.C., represent the
Debtor.  When the Company filed for chapter 11 protection, it
listed debts and assets of more than $100 million each.  In early
2003, Belgravia purchased substantially all of the Debtor's assets
for approximately $75 million.  The Bankruptcy Court converted the
Debtor's case to a chapter 7 liquidation proceeding on May 22,
2003.  Gary M. Growe is the chapter 7 Trustee for the Debtor's
estate.  Jeffrey T. Piampiano, Esq., at Drummond Woodsum &
MacMahon represents the chapter 7 Trustee.


GTSI CORP: New Loans Require Continuing Positive EBITDA
-------------------------------------------------------
GTSI Corp. and its wholly owned subsidiaries Technology Logistics,
Inc., and GTSI Financial Services, Inc., as guarantors, executed
two new credit agreements last month.  One agreement, with
SunTrust Bank and Bank of America, N.A., provides GTSI with up to
$125 million of credit on a revolving basis.  The second is a $10
million subordinated secured term loan agreement backed by Crystal
Capital Fund, L.P.  These new Credit Facilities replace the
company's previous credit facility that slipped into default in
January 2006.  

The Revolver provides GTSI with access to capital through 2010
with borrowings secured by substantially all of the assets of the
Company and the Guarantors.  Borrowing under the Credit Agreement
at any time is limited to the lesser of $125 million or a
collateral-based borrowing base less outstanding obligations.  The
Credit Agreement subjects GTSI and the Guarantors to certain
covenants limiting their ability to, among other things to:

     a) freely incur debt;

     b) make certain guarantees or liens;

     c) make certain restricted payments, purchases or
        investments;

     d) enter into specified transactions with affiliates;

     e) dissolve, change names, merge or enter into any other
        material agreement regarding changes to the corporate
        entities;

     f) acquire real estate; and

     g) enter into sales and leaseback transactions.  

The Credit Agreement also contains negative covenants regarding
the financial performance that the Company must satisfy,
including, but not limited to:

     a) EBITDA amounts;
     b) fixed charge coverage ratio; and
     c) limits on capital expenditures.

Furthermore, the Credit Agreement also contains information
covenants which require the Company to provide the Lenders certain
information including, but not limited to:

    a) monthly and quarterly financial statements and information;
    b) annual financial statements and information; and
    c) other periodic reports.

The Credit Agreement also includes certain customary
representations and warranties, affirmative covenants and events
of default.

A full-text copy of the Revolving Credit Agreement is available at
no charge at http://ResearchArchives.com/t/s?e1e

The subordinated secured term loan agreement with Crystal Capital
Fund, L.P., provides GTSI with an additional $10 million in new
financing under similar terms as the Revolver.  

A full-text copy of the Second Lien Loan Agreeement is available
at no charge at http://ResearchArchives.com/t/s?e1f

The earnings covenant buried in both Credit Agreements requires
that GTSI's EBITDA be greater than or equal to:

   For the 12-Month Period Ending      Minimum EBITDA
   ------------------------------      --------------
   June 30, 2006                        ($12,200,000)
   July 31, 2006                         ($9,250,000)
   August 31, 2006                       ($7,070,000)
   September 30, 2006                    ($9,680,000)
   October 31, 2006                      ($7,580,000)
   November 30, 2006                     ($3,596,000)
   December 31, 2006                       ($789,000)
   January 31, 2007                         ($59,000)
   February 28, 2007                      $3,583,000
   March 31, 2007                         $3,813,000
   April 30, 2007                         $5,521,000
   May 31, 2007                           $5,922,000
   June 30, 2007                          $5,520,000
   July 31, 2007                          $6,721,000
   August 31, 2007                        $7,118,000
   September 30, 2007                     $7,929,000

GSTI received legal advice in this transaction from:

          Carter Strong, Esq.
          Arent Fox PLLC
          1050 Connecticut Avenue, N.W.
          Washington, D.C. 20036

FTI Consulting, inc., and FTI Capital Advisors, LLC, provided GTSI
with financial advisory services.

SunTrust Bank obtained counsel from:

          Chris D Molen, Esq.
          Paul, Hastings, Janofsky & Walker LLP
          600 Peachtree Street, N.E., Suite 2400
          Atlanta, Georgia 30308

Crystal Capital can be reached at:

          Michael L. Pizette
          Crystal Capital Fund, L.P.
          1 Federal Street, Ninth Floor
          Boston, Massachusetts 02110

Crystal Capital was advised in this lending transaction by:

          Matthew Furlong, Esq.
          Bingham McCutchen LLP
          150 Federal Street
          Boston, Massachusetts 02110

"These new credit facilities will give GTSI the financial
flexibility and sufficient borrowing capacity to continue focusing
on developing and selling technology solutions to our government
customer," said Jim Leto, GTSI's President and Chief Executive
Officer.  "SunTrust, Bank of America, and Crystal Capital have
shown confidence in our business and these agreements will allow
GTSI to continue to capitalize on the strong government
marketplace and provide outstanding service to those who support,
service, and protect our fellow Americans.  I am especially
grateful to our many customers, partners, employees, and investors
for their steadfast support and look forward to helping our
government meet and solve their technology challenges in the years
to come."

Ernst & Young LLP, expressed substantial doubt about GTSI Corp.'s
ability to continue as a going concern after auditing the
company's 2004 and 2005 financials.  The auditors pointed to the
company's net losses and covenant defaults as of Jan. 31, 2006.

GTSI Corp. -- http://www.GTSI.com/-- is a leading information  
technology product and solutions provider, combining best of breed
products and services to produce solutions that meet government's
evolving needs.  For more than two decades, GTSI has focused
exclusively on Federal, State, and Local government customers
worldwide, offering a broad range of products and services, an
extensive contract portfolio, flexible financing options, global
integration and worldwide distribution.  GTSI's Lines of Business
incorporate certified experts and deliver exceptional solutions to
support government's critical transformation efforts.  
Additionally, GTSI focuses on systems integrators on behalf of
government programs. GTSI is headquartered in Northern Virginia,
outside of Washington, D.C.


H&E EQUIPMENT: Issues $250 Mil. Senior Notes in Private Offering
----------------------------------------------------------------
H&E Equipment Services, Inc., plans to offer $250 million
aggregate principal amount of senior unsecured notes due 2016 in a
private offering pursuant to Rule 144A and Regulation S under the
Securities Act of 1933.  The offering of the notes, which is
subject to market and other conditions, will be made within the
United States only to qualified institutional buyers, and outside
the United States to non-U.S. investors.  The notes will be fully
and unconditionally guaranteed by all of the Company's existing
and certain of its future subsidiaries.

The Company intends to use the net proceeds of the offering,
together with cash on hand and borrowings under its existing
senior secured credit facility, to consummate its previously-
announced cash tender offer and consent solicitation for its
11-1/8% Senior Secured Notes due 2012, and 12-1/2% Senior
Subordinated Notes due 2013.

                            About H&E

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


H&E EQUIPMENT: S&P Rates Proposed $250 Million Senior Notes at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' unsecured
debt rating to H&E Equipment Services Inc.'s proposed issue of
$250 million senior unsecured notes due in 2016, 144A with
registration rights.  These notes will be used to retire H&E's
approximately $250 million in existing debt which has been
tendered for cash.  The ratings on the existing senior secured
notes will be withdrawn following the successful completion of the
tender offer.

The corporate credit rating on H&E is BB-/Stable/--.

The ratings on the Baton Rouge, Louisiana-based company reflect
Standard & Poor's assessment of H&E's business position as a
regional provider of construction equipment rental services in the
competitive and cyclical sector and an aggressive financial risk
profile.  However, H&E has seen an improvement in its operating
performance and credit profile in line with the recovery in the
equipment rental industry and because of its recent IPO, which
helped reduce debt leverage.  Prospects in 2006 continue to be
favorable.  Industry conditions have improved and nonresidential
construction spending is expected to grow in 2006 and 2007,
bolstering demand for rental equipment.

Ratings List

H&E Equipment Services Inc.
                                         
Corporate credit rating             BB-/Stable/--
  Secured bank loan                 BB+
   Recovery rating                  1
  Senior secured debt               B+
   Recovery rating                  3

Ratings Assigned

  $250 mil. sr. unsecured notes     B+


IDI CONSTRUCTION: Court Says $2.4 Mil. Settlement is the Estate's
-----------------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York discarded the contention that
subcontractor creditors have superior interests among other
creditors in the proceeds from settlement of claims against a
debtor contractor.

In December 2004, IDI Construction Company Inc.'s principals, Ted
Kohl and James Stumpf, together with a Pre-Petition Unofficial
Creditors Committee filed a pre-negotiated payout plan.

Under the Plan, Messrs. Kohl and Stumpf -- who pleaded guilty of
misappropriating substantial amounts of the Debtor's funds --
agreed to repay $2.4 million to the Debtor's estate.

Seele LP, American Interiors Inc., and Matros Automated Electrical
Construction Corp. argued that the Settlement Funds constitute
trust funds under New York Lien Law, and should be paid to them in
satisfaction of their claims before any payment is made to the
Estate.

Seele added that the Estate's claim to the Settlement Funds is
barred by the doctrine of "in pari delicto."

Seele, American Interiors, and Matros were subcontractors in some
of the Debtor's projects who each filed claims for full payment
under their subcontracts.

Broadway Houston Mack Development LLC -- a ground lessee in one of
the Debtor's construction projects -- contended that the pre-
judgment temporary restraining order it obtained, enjoining the
disposition of the proceeds from the sale of a real property,
gives it a superior right to that portion of the Settlement Fund.

Judge Bernstein disagreed.  In a decision published at 2006 WL
1793655, Judge Bernstein finds and concludes that:

    (a) Seele, American Interiors Inc., and Matros Automated
        failed to show that the settlement funds are connected
        with the fraud or conversion they allege.  The settlement
        funds, the Court says, are property of the estate, and
        the Trust Fund Claimants have no greater right to them
        than any other unsecured creditor.

    (b) Seele's reliance on the WagonerRule is misplaced.  The
        Wagoner Rule does not bar claims by a corporation against
        its own fiduciaries. Accordingly, it would not bar the
        IDI Estate from suing Messrs. Stumpf and Kohl to recover
        the unpaid loans or to recover damages under any other
        theory.

    (c) Broadway Houston's position lacks merit.  Under New York
        law, an attaching creditor must deliver the order of  
        attachment to the sheriff in order to obtain priority in
        specific property or a debt.  Broadway Houston did not
        deliver the attachment order to the sheriff, and there
        was no levy.  Moreover, the IDI Estate received the
        $500,000 before the order of attachment even issued, and
        hence, could not have received the transfer with
        knowledge of that order.  Accordingly, Broadway Houston
        never obtained a statutory priority.

Schuyler G. Carroll, Esq., and Robert M. Hirsch, Esq., at Arent
Fox PLLC, represented Broadway Houston Mack Development LLC;
Gary L. Rubin, Esq., at Mazur Carp & Rubin, PC, represented
American Interiors, Inc.; Thomas Califano, Esq., at DLA Piper
Rudnick Gray Cary LLP, represented Seele, LP, and Tedd Blecher,
Esq., in New York City, represented Matros Automated Electrical
Construction Corp. in this proceeding.

New York-based IDI Construction Company Inc. was a general
contracting and construction management company.  IDI filed for
chapter 11 protection on December 15, 2004 (Bankr. S.D.N.Y. Case
No. 04-17881).  Marilyn Simon, Esq., at Marilyn Simon &
Associates, represents the Debtor in its restructuring efforts.  
Sherri D. Lydell, Esq., and Scott K. Levine, Esq.,, at Platzer,
Swergold, Karlin, Levine Goldberg & Jaslow, LLP serves as counsel
to the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it listed $5,645,400 in
total assets and $18,550,000 in total debts.


INCO LIMITED: Asserts that Offer is Superior to Xstrata's
---------------------------------------------------------
Inco Limited comments on the status of the decision facing
Falconbridge shareholders:

"The shareholders of Falconbridge have a clear decision to make by
July 27 and it is in their interest to bear a few facts in mind.

"First, Inco is making the superior offer.  It has the highest
value and provides the greatest potential to benefit from very
strong nickel and copper markets.  Both short and long-term
shareholders will benefit from the strong profits and cash flow of
the new company.  Why turn that over to Xstrata?

"Second, Falconbridge shareholders can be sure of what they are
getting by tendering to Inco's offer on July 27.  On July 28,
Xstrata will not need to be nearly as 'shareholder friendly' as it
appears today.  There can be no assurance they will not start
accumulating shares at lower prices, once the support of the Inco
offer is gone.  At that point, Xstrata will have the opportunity
to gain effective control without paying full price.

"Third, Inco's offer is unconditional and Xstrata's bid remains
conditional.  Xstrata requires Investment Canada approval and
still do not have it.  Xstrata also requires a shareholder vote.

"On July 27 Falconbridge shareholders will have a choice between
two distinct options.  Their best interests are with the certainty
of Inco's offer."

                      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 U.K.

                        *    *    *

Inco Limited's 3-1/2% Subordinated Convertible Debentures due
2052 carry Moody's Investors Service's Ba1 rating.


INCO LIMITED: Teck Cominco Extends Offer Expiry to August 16
------------------------------------------------------------
Teck Cominco Limited extended the expiry date of its offer to
acquire all of the outstanding common shares of Inco Limited until
8:00 p.m. (Toronto time) on Aug. 16, 2006.  The offer was
announced on May 8, 2006, and was mailed to Inco shareholders on
May 23, 2006.

The new expiry date of the offer coincides with the date on which
the Inco shareholder rights plan will be cease traded pursuant to
an order issued on July 20, 2006, with the consent of Teck Cominco
and Inco, by the Ontario Securities Commission.

"We continue to monitor the progress of the bidding for
Falconbridge," Teck Cominco President and CEO, Don Lindsay, said.  
"As market conditions evolve we will weigh any possible changes in
our offer for Inco carefully against other potential transactions,
and we remain committed to a disciplined approach to any
transaction."

Teck Cominco will also amend the terms of its offer to extend the
time for deposit of Inco common shares for 10 business days after
it first takes up and pays for Inco shares under the offer.  U.S.
federal securities laws applicable to the offer do not permit a
tender offer offering cash and shares subject to proration to have
more than one take-up date.  Teck Cominco applied for, and
received from the U.S. Securities and Exchange Commission, relief
from this rule, permitting it to amend its offer in this manner.

All other terms and conditions of the Teck Cominco offer will
remain unchanged.  Teck Cominco expects to mail a notice of
variation reflecting the amendment on or about July 25, 2006.

As at 5:00 p.m. (Toronto time) on July 21, 2006, approximately
1.35 million Inco common shares had been deposited to the Teck
Cominco offer and not withdrawn.

                       About Teck Cominco

Based in Vancouver, British Columbia, Teck Cominco Limited
(TSX:TCK.A; TCK.B; NYSE:TCK) mines, produces and refines gold,
copper, zinc, lead, molybdenum, niobium, silver and metallurgical
coal.  The Company operates in Canada, the United States and Peru.

                          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 U.K.

                        *    *    *

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.


ITC HOMES: Hires McNamara Goldsmith as Arizona Special Counsel
--------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona allowed ITC Homes, Inc., to retain McNamara,
Goldsmith, Jackson & Macdonald P.C., as its special counsel.

McNamara Goldsmith represented the Debtor concerning local
contract and real estate legal matters prior to Jan. 26, 2006.  
The Debtor wants to retain the firm for the limited purpose of
continued representation in certain legal matters concerning
contracts, employment in the state of Arizona.

McNamara Goldsmith currently represents the Debtor in:

     -- ongoing litigation commenced in Pima County by Elyse  
        Kaufman against M&S Unlimited.  Kaufman placed a lis
        pendens on three lots owned by the Debtor.  MGJM has been
        retained to obtain a release of the lis pendens.

     -- a dispute with Greiner Engineering regarding engineering
        services performed by Greiner.  Litigation is likely to
        follow if settlement discussions do not result in an
        acceptable resolution to the Debtor's claims.

     -- an ongoing dispute with Dan and Lisa Bass regarding a
        balance claim to be due on a home purchase.  No litigation
        is currently pending.

The current hourly rates for McNamara Goldsmith's attorneys and
paraprofessionals are:

        Designation                  Hourly Rate
        -----------                  -----------
        Shareholders                     $250
        Associates                       $145
        Paralegals                        $60

McNamara Goldsmith assures the Court that it does not hold or
represent any material adverse interest to the Debtor is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

Headquartered in Vail, Arizona, ITC Homes, Inc. --
http://www.itchomesinc.net/-- develops residential real estates.        
The Company filed for chapter 11 protection on Jan. 26, 2006
(Bankr. D. Ariz. Case No. 06-00053).  Scott D. Gibson, Esq., at
Gibson, Nakamura & Decker, PLLC, represents the Debtor.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


KAISER ALUMINUM: Terminates 4-1/8% & 4-3/4% Convertible Stocks
--------------------------------------------------------------
According to a Form 15-12B regulatory filing with the U.S.
Securities and Exchange Commission dated July 6, 2006, Kaiser
Aluminum & Chemical Corp. has terminated these securities:

   (1) 4-1/8% Cumulative Convertible Preference Stock, par value
       $100.00 per share; and

   (2) 4-3/4% Cumulative Convertible Preference Stock, par value
       $100.00 per share.

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. 101;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEAR CORP: Agrees to Add European Interiors Biz to Joint Venture
----------------------------------------------------------------
Lear Corporation entered into a definitive agreement with
International Automotive Components Group, LLC, Lear's joint
venture with WL Ross & Co. LLC and Franklin Mutual Advisers, LLC,
to contribute substantially all of the Company's European
Interiors Systems Division to IAC in exchange for a 34% equity
interest in IAC, subject to adjustment.

"The combined European Interior operations of Lear and Collins &
Aikman represents a large and well capitalized enterprise in
Europe, providing a solid platform for improving ongoing operating
performance," said Bob Rossiter, Lear Chairman and Chief Executive
Officer.  "We have been focused on developing a solution to
address operating challenges in this segment and we believe the
European transaction is a positive development for our customers
and our shareholders.  We also are continuing to focus our
attention on a solution for our North American Interiors
business."

ISD Europe operations included in the transaction consist of nine
manufacturing facilities in five countries, generating about
$750 million in annual sales, that supplies door panels, overhead
systems, instrument panels, cockpits and interior trim to various
original equipment manufacturers.

IAC was formed to acquire the former European interiors operations
of Collins & Aikman Corporation, which was completed on May 31,
2006.  The transaction is consistent with the framework agreement
entered into in October 2005 to explore strategic opportunities in
the automotive interior components sector.

In connection with the ISD Europe transaction, Lear expects to
recognize a loss on sale of approximately $40 million when the
transaction is completed, which is expected to occur in the third
quarter.

The closing of the transactions contemplated by the purchase
agreement is subject to various conditions, including third-party
consents and other closing conditions customary for transactions
of this type.  In connection with the ISD Europe transaction, Lear
will enter into various ancillary agreements providing Lear with
customary minority shareholder rights and registration rights with
respect to its equity interest in IAC.

Citigroup Corporate and Investment Banking and UBS Investment Bank
acted as financial advisors to Lear in connection with this
transaction.

                         About Lear Corp

Headquartered in Southfield, Michigan, Lear Corporation
(NYSE: LEA) -- http://www.lear.com/-- supplies automotive  
interior systems and components.  Lear provides complete seat
systems, electronic products and electrical distribution systems
and other interior products.

                          *     *     *

As reported in the Troubled Company Reporter on April 21, 2006,
Standard & Poor's affirmed the 'B+' rating on the $1 billion
first-lien term loan.  Standard & Poor's corporate credit rating
on Lear Corp. is B+/Negative/B-2.  The speculative-grade rating
reflects the company's depressed operating performance caused by
severe industry pressures.


LG.PHILIPS DISPLAYS: Ch. 7 Trustee Hires Cooch & Taylor as Counsel
------------------------------------------------------------------
Jeoffrey L. Burtch, Esq., the Chapter 7 trustee overseeing
the liquidation of LG.Philips Displays USA Inc., obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Cooch & Taylor as his general counsel, nunc pro
tunc to May 26, 2006.

The Trustee says that Cooch & Taylor will represent him in the
Debtor's chapter 7 liquidation proceedings.

Cooch & Taylor's professionals engaged by the Trustee and their
fee rates are:

    Professional                Position      Hourly Rate
    ------------                --------      ------------
    Adam Singer, Esq.           Associate         $345
    Robert W. Pedigo, Esq.      Associate         $280
    Shelley Kinsella, Esq.      Associate         $280
    George Tsakataras, Esq.     Associate         $280
    Robert Mallard, Esq.        Associate         $235
    Sharyn Hallman              Paralegal         $155
    Kelly Burk                  Paralegal         $155
    Kerry Bish                  Paralegal         $140
    Jacqueline Brown            Paralegal         $110

To the best of the Trustee's knowledge, Cooch & Taylor holds no
interest adverse to the Debtor and is a "disinterested person"
under Sec. 101(14) of the Bankruptcy Code.

Headquartered in San Diego, California, LG.Philips Displays USA,
Inc., is an indirect American affiliate of LG.Philips Displays
Holding B.V.  The company manufactures cathode ray tubes that are
incorporated into television sets and computer monitors.  The
company filed for chapter 11 protection on Mar. 15, 2006 (Bankr.
D. Del. Case No. 06-10245).  Adam Hiller, Esq., at Pepper Hamilton
LLP represents the Debtor in its restructuring efforts.  Scott L.
Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., and
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represented the
Official Committee of Unsecured Creditors.  The Court converted
the Debtor's case to a chapter 7 liquidation on May 25, 2006.  
Jeoffrey L. Burtch, Esq.,  serves as the Debtor's chapter 7
trustee, and is represented by Cooch & Taylor.  When the Debtor
sought protection from its creditors, it listed debts of more than
$100 million and assets between $50 to $100 million.


LG.PHILIPS: Ch. 7 Trustee Taps Pepper Hamilton as Special Counsel
-----------------------------------------------------------------
Jeoffrey L. Burtch, Esq., the Chapter 7 trustee overseeing
the liquidation of LG.Philips Displays USA Inc., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Pepper Hamilton LLP as his special counsel, nunc pro tunc
to May 26, 2006.

The Trustee tells the Court that when the case was converted to
chapter 7, a Motion for Rejection of Unexpired Leases and
Executory Contracts that the Debtor had previously filed was still
pending with respect to the proposed rejection of a group of
executory contracts among the Debtor, Delafoil Ohio, Inc., and
various third parties.

The Trustee says that Pepper Hamilton will represent him on all
matters relating to the Debtor's lease agreements with Delafoil
Ohio, Inc.

David B. Stratton, Esq., a partner at Pepper Hamilton, tells the
Court that he and Adam Hiller, Esq., will primarily handle the
Debtor's case.  Mr. Stratton's billing rate is $540 per hour and
Mr. Hiller's is $350 per hour.

The Firm's other professionals likely to be engaged in the case
and their hourly rates are:

        Professional           Hourly Rate
        ------------           -----------
        Partners               $320 - $690
        Associates             $210 - $345
        Paraprofessionals       $80 - $190

Mr. Stratton discloses that Pepper Hamilton holds a $215,209
administrative claim against the Debtor's estate for services and
expenses incurred before and after the Debtor's bankruptcy filing.  
Mr. Stratton says that the Firm intends to apply the $264,587
retainer it received from the Debtor to its administrative claim.  
In addition, the Firm was holding $450,287 to fund severance and
consulting obligations to the Debtor's employees and affiliates in
Mexico.

To the best of the Trustee's knowledge, Pepper Hamilton holds no
interest adverse to the Debtor or the Chapter 7 estate and is
disinterested as defined in Section 101(14) of the Bankruptcy
Code.

Headquartered in San Diego, California, LG.Philips Displays USA,
Inc., is an indirect American affiliate of LG.Philips Displays
Holding B.V.  The company manufactures cathode ray tubes that are
incorporated into television sets and computer monitors.  The
company filed for chapter 11 protection on Mar. 15, 2006 (Bankr.
D. Del. Case No. 06-10245).  Adam Hiller, Esq., at Pepper Hamilton
LLP represents the Debtor in its restructuring efforts.  Scott L.
Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., and
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represented the
Official Committee of Unsecured Creditors.  The Court converted
the Debtor's case to a chapter 7 liquidation on May 25, 2006.  
Jeoffrey L. Burtch, Esq.,  serves as the Debtor's chapter 7
trustee, and is represented by Cooch & Taylor.  When the Debtor
sought protection from its creditors, it listed debts of more than
$100 million and assets between $50 to $100 million.


LITTLE FARM: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Little Farm Properties, G.P.
        8500 Biscayne Boulevard, Lot A-154
        Miami, Florida

Bankruptcy Case No.: 06-13329

Chapter 11 Petition Date: July 20, 2006

Court: Southern District of Florida (Miami)

Debtor's Counsel: Jordi Guso, Esq.
                  Berger Singerman
                  200 South Biscayne Boulevard, Suite 1000
                  Miami, Florida 33131
                  Tel: (305) 755-9500
                  Fax: (305) 714-4340

Total Assets: $7,648,494

Total Debts:  $3,488,702

Debtor's Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sarika Olah                      Personal Loan         $112,000
941 Northeast 83 Street
Miami, FL 33138

Rocio Montoya                    Personal Loan          $30,000
6001 North Falls Circle Drive
Suite 402
Fort Lauderdale, FL 33319

Alain Gandur                     Personal Loan          $30,000
9039 Northeast 4th Avenue Road
Miami Shores, FL 33138

Biscayne Electric, Inc.                                 $26,000
8289 Northwest 56 Street
Doral, FL 33166

The Home Depot                                          $16,247
P.O. Box 9122
Des Moines, IA 50368

Lowe's                                                   $8,500

Office Depot                                               $536

PGH-Holdings, Inc.                                      Unknown


LYONDELL CHEMICAL: Fitch Puts Low-B Ratings on Evolving Watch
-------------------------------------------------------------
Fitch Ratings has placed the ratings of Lyondell Chemical Company
and Equistar Chemicals L.P. on Rating Watch Evolving following
Lyondell's announcement early July 21, 2006, that the auction
process to sell Lyondell Citgo Refinery LP was discontinued.

Fitch currently rates Lyondell's and Equistar's debt as:

Lyondell

    -- Issuer default rating (IDR) at 'BB-';
    -- Senior secured credit facility at 'BB+';
    -- Senior secured notes and debentures at 'BB+';
    -- Subordinated notes at 'B+'.

Equistar

    -- IDR at 'B+';
    -- Senior secured credit facility at 'BB+/RR1';
    -- Senior unsecured notes at 'BB-/RR3'.

In addition, Fitch affirms the following Millennium Chemicals
Inc.'s ratings:

    -- Convertible senior unsecured debentures at 'BB/RR2';
    -- IDR at 'B+'.

Fitch also affirms Millennium America Inc.'s ratings:

    -- Senior secured credit facility and term loan rating at
       'BB+/RR1';

    -- Senior unsecured notes at 'BB/RR2';

    -- IDR at 'B+'.

Millennium's Rating Outlook remains Stable.

For Lyondell, approximately $2.8 billion of debt is covered; for
Equistar, approximately $2.2 billion of debt is covered; and for
Millennium Chemicals, approximately $900 million of debt is
covered by these actions.

The Rating Watch Evolving status suggests that elements of a
downgrade, upgrade, and affirmation are present in Lyondell's
current situation.  Given the uncertainty of the situation and
multiple possible outcomes, a downgrade may potentially be
required if Lyondell agrees to purchase the remaining 41.25%
interest held by Citgo and funds such a purchase with additional
debt.  Fitch recognizes the downside scenario would be dependent
on the total amount and composition of debt that would be incurred
to finance such a purchase as well as evaluating the offsetting
benefit from owning 100% of LCR, including full access to cash
generation from the refinery operations.  However, an upgrade
could be warranted if any interested parties, or another buyer(s)
emerge to acquire LCR for substantially greater than the $5
billion previously offered to the partners.  Fitch expects that
Lyondell would use proceeds from any refinery sale to repay debt
as the company has publicly stated. Finally, an affirmation may be
necessary if the partners continue with the LCR joint venture and
no change in ownership occurs.

Fitch expects any potential sale of LCR could also have a positive
indirect effect on Equistar, since Lyondell's management has
expressed its intent to use any proceeds from the refinery sale to
fund debt repayment above Lyondell's initial $3.0 billion debt
reduction target.  With further deleveraging at the Lyondell
parent, Equistar's ratings would indirectly benefit as its ratings
are limited by Lyondell's ratings.  The parent ratings limit
Equistar's ratings due to Lyondell's strong access to its cash
flow.  Furthermore, Equistar is focused on North American markets
and it has a narrower product portfolio compared to Lyondell.

In the alternative situation, a purchase of Citgo's 41.25% share
in LCR by Lyondell could potentially have negative effects on
Equistar due to the relationship between Lyondell and Equistar
ratings.  The potential for additional debt at Lyondell could
result in a greater demand for cash from Equistar.

The affirmation of Millennium's ratings reflects Fitch's
expectations that a potential sale of LCR or purchase of Citgo's
41.25% interest in LCR by Lyondell would not affect Millennium
ratings.  The ratings also consider the cyclical nature of
Millenniun's commodity products, strong dividends through its
29.5% interest in Equistar, sizable debt reduction during the last
12-months and Lyondell's ownership of the company.  Currently,
Millennium cannot declare dividends to Lyondell due to certain
restrictions in its existing bond indentures.  Concerns include
weaker than expected results for Millennium's core businesses and
expectations for future cash outflows for distributions to
Lyondell.

Lyondell holds leading global positions in propylene oxide and
derivatives, plus titanium dioxide, as well as leading North
American positions in ethylene, propylene, polyethylene,
aromatics, acetic acid, and vinyl acetate monomer.  The company
benefits from strong technology positions and barriers to entry in
its major product lines.  Lyondell owns 100% of Equistar; 70.5%
directly and 29.5% indirectly through its wholly owned subsidiary
Millennium.  It also owns 58.75% of LCR, a highly complex
petroleum refinery has a long-term, fixed-margin crude supply
agreement with PDVSA.  In 2005, Lyondell and subsidiaries
generated $2.22 billion of EBITDA on $18.6 billion in sales.

CITGO is one of the largest independent crude oil refiners in the
U.S., with three modern, highly complex crude oil refineries and
two asphalt refineries.  With the expansion of the Lake Charles
refinery to 425,000 bpd of capacity, CITGO now owns 970,000 bpd of
crude refining capacity, including the company's 41.25% interest
in LYONDELL-CITGO Refining L.P.  LCR owns and operates a 265,000-
bpd crude oil refinery in Houston, Texas.  CITGO branded fuels are
marketed through more than 13,000 independently owned and operated
retail sites.  CITGO is owned by PDV America, an indirect, wholly
owned subsidiary of Petroleos de Venezuela S.A., the state-owned
oil company of Venezuela.


LYONDELL CHEMICAL: Discontinued Sale Cues Moody's Ratings Review
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Lyondell Chemical
Company, Equistar Chemical Company LP and Millennium Chemical
Company's Corporate Family Ratings of Ba3 under review for
possible downgrade following Lyondell's announcement that it and
CITGO Petroleum Corporation have discontinued the exploration of
sale of Lyondell-CITGO Refining LP joint venture to a third-party.

Furthermore, Lyondell stated that the partners are continuing
to evaluate options including Lyondell's purchase of CITGO's
interest in the joint venture.  Lyondell had previously stated
that it intended to utilize the proceeds from the divestiture to
further reduce debt.

Moody's believes that if Lyondell purchases CITGO's interest
in LCR, it would finance the transaction with debt, thereby
reversing the vast majority of debt reduction that has occurred
over the past two years at Lyondell and its subsidiaries.   
Moody's also affirmed Lyondell's speculative grade liquidity
rating at SGL-2.  However, the financing of this potential
transaction, could result in a change to the SGL rating as well.

Moody's review will focus on Lyondell's potential purchase price
for the 41.25% of LCR that it does not own and extent to which the
removal of existing purchase and supply agreements at LCR will
positively impact LCR's profitability.  Additionally, the review
will focus on the ability of the company to reduce this additional
debt over the next 12-15 months.  If the acquisition price is
close to $2 billion and the company will likely be able to reduce
the additional debt by at least 45-50% within the next 12-15
months and refinery margins are expected to remain elevated, we
could confirm Lyondell's Ba3 corporate family rating.

Moody's review would also incorporate the impact of any new
contracts between the refinery and CITGO or other affiliates of
Petroleos de Venezuela, S.A. pertaining to the sourcing of the
crude oil or supply of refined products.  While Moody's expects to
conclude this review quickly, it will depend on receipt of
detailed information related to a definitive transaction between
Lyondell and CITGO.

Headquartered in Houston, Texas, Lyondell Chemical Company
manufactures propylene oxide, MTBE and butanediol, as well as a
major producer of co-product styrene.  Both Equistar Chemicals LP
and Millennium Chemicals Inc. are wholly owned subsidiaries of
Lyondell.  Equistar is a leading North American producer of
commodity petrochemicals and plastics.  

Millennium Chemicals is among the largest global producers of
titanium dioxide pigments and VAM.  Lyondell also participates
in a refinery joint venture with CITGO Petroleum Corporation -
Lyondell-CITGO Refining Company Ltd.  LCR is a refiner that has
the unique ability to process 100% heavy sour crude oil from
Venezuela.  These combined entities reported revenues of nearly
$24 billion for the LTM dated March 31, 2006.


LYONDELL CHEMICAL: Averted Sale Prompts S&P's Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on its ratings for Houston, Texas-based chemicals
producer Lyondell Chemical Co. and affiliate Equistar Chemicals
L.P. to negative from positive.  

The 'BB-' corporate credit rating and related ratings were
originally placed on CreditWatch on April 10, 2006.  The
ratings on Lyondell's subsidiary, Millennium Chemicals Inc.
(B+/Negative/--) and its affiliate, Millennium America Inc., are
affirmed.

"The CreditWatch implications have been revised to negative to
reflect the decision by Lyondell and its partner, CITGO Petroleum
Corp. [BB/Stable/--], to discontinue the exploration of a sale of
its LYONDELL-CITGO Refining LP partnership to a third party," said
Standard & Poor's credit analyst Kyle Loughlin.

Such a transaction could have meaningfully improved Lyondell's
balance sheet.  

In a departure from its previous plans, Lyondell has now indicated
that it is evaluating the potential acquisition of the remaining
41.25% of LCR not already owned.  Completion of such a transaction
would add a meaningful amount of debt to an already highly
leveraged capital structure.  The key asset held by LCR is a
strategically located oil refinery with the capacity to process
268,000 barrels of high sulfur crude oil per day.

While the recent announcement represents an unexpected departure
from previous efforts to deleverage the business, Lyondell's
overall financial profile has improved in recent years to levels
that are fully consistent with the ratings, with the key ratio of
funds from operations to total debt near 25%, after adjustment for
accounts-receivable sales, to capitalize operating lease
obligations, and to adjust for unfunded postretirement benefit
obligations.

Financial performance in recent quarters demonstrates the strong
operating leverage of Lyondell's businesses to the chemicals
cycle, and its ability to reduce debt when business conditions are
favorable.  Still, completion of the LCR transaction would
represent at least a temporary departure from expected financial
policy and credit quality measures could be somewhat stretched
relative to expected performance at the top of the business cycle.

The CreditWatch placement will be resolved following a review of
the LCR transaction, if it is completed, or upon further
indication of management's plans for the business.

Keys to the resolution of the CreditWatch will be:

   * the reassessment of Lyondell's ability to preserve an
     acceptable financial profile as the chemical cycle
     potentially weakens;

   * a review of LCR's operating prospects;

   * an assessment of the Lyondell's ability to efficiently manage
     through the continued phase-out of MTBE in the U.S.; and

   * a review with management to more fully understand its
     operational and financial strategies for the company over the
     next several years.


MAXXAM INC: Pacific & Britt Completes $145 Million Financing
------------------------------------------------------------
Maxxam Inc.'s indirect wholly owned subsidiary, The Pacific Lumber
Company and Pacific Lumber's subsidiary, Britt Lumber Co., Inc.,
as borrowers, closed, on July 18, 2006:

    * a revolving credit agreement relating to a five-year
      $60 million secured asset-based revolving credit facility,
      and
  
    * a loan agreement relating to a five-year $85 million secured
      term loan.

Marathon Structured Finance Fund L.P., acted as Administrative
Agent for the two transactions.  The Term Loan was fully funded at
closing.

Pursuant to two substantially identical Guarantee and Collateral
Agreements and substantially identical Deeds of Trust, the
Revolving Credit Agreement and the Term Loan Agreement are each
secured by a security interest in the stock of Pacific held by
MAXXAM Group Inc, Pacific's immediate parent.  The agreements are
also secured by substantially all of the assets of Pacific and
Britt, other than Pacific's equity interest in Scotia Pacific
Company LLC.  The Guarantee and Collateral Agreements and Deeds of
Trust also contain customary covenants regarding insurance
requirements and maintenance of the collateral, as well as
customary remedies upon the occurrence of events of default.

Pacific and Britt used approximately:

    -- $12 million of the Term Loan funds to pay off their
       existing revolving credit agreement with The CIT
       Group/Business Credit, Inc., and

    -- $34 million of the Term Loan funds to pay off their
       existing term loan agreement with Credit Suisse First
       Boston.

Pacific and Britt also terminated the their credit agreement with
CIT Group and loan agreement with Credit Suisse.

A full-text copy of the New Revolving Credit Agreement is
available for free at http://ResearchArchives.com/t/s?e34
  
A full-text copy of the New Term Loan Agreement is available for
free at http://ResearchArchives.com/t/s?e35

Headquartered in Houston, Texas, MAXXAM Inc. (AMEX: MXM) operates
businesses ranging from aluminum and timber products to real
estate and horse racing.  MAXXAM's top revenue source is Kaiser
Aluminum, which has been in Chapter 11 bankruptcy since 2002.  
MAXXAM's timber subsidiary, Pacific Lumber, owns about 205,000
acres of old-growth redwood and Douglas fir timberlands in
Humboldt County, California.  MAXXAM's real estate interests
include commercial and residential properties in Arizona,
California, Texas, and Puerto Rico.  The Company also owns the Sam
Houston Race Park, a horseracing track near Houston.  Its Chairman
and CEO, Charles Hurwitz, controls 77% of MAXXAM.

                        *     *     *

Maxxam's balance sheet at March 31, 2006 showed a $671.3 million
total stockholders' deficit resulting from $1,013.1 million in
total assets and $1,684.4 million in total liabilities.


MC GREENHOUSE: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MC Greenhouse Inc.
        9284 North Rush Creek Road
        Salem, Indiana 47167

Bankruptcy Case No.: 06-91011

Chapter 11 Petition Date: July 20, 2006

Court: Southern District of Indiana (New Albany)

Debtor's Counsel: Neil C. Bordy, Esq.
                  Seiller Waterman LLC
                  462 South 4th Street, Suite 2200
                  Louisville, Kentucky 40202-3459
                  Tel: (502) 584-7400

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Ball Seed                               $194,986
   75 Remittance Drive, Suite 1114
   Chicago, IL 60675-1114

   Brehob                                   $62,857
   3821 Brehob Road
   Indianapolis, IN 46217-3300

   Cisco                                    $40,111
   602 North Shortridge Road
   Indianapolis, IN 46219

   Eason Horticulture Resource              $12,988
   939 Helen Ruth Drive
   Fort Mitchell, KY 41017

   Fred C. Gloekner                         $73,852
   600 Mamaroneck Avenue
   Harrison, NY 10528

   Midwest Environmental                    $32,696

   Wetsel Inc.                              $55,000

   Yoder Brothers Inc.                      $52,717


MERIDIAN AUTOMOTIVE: Delaware Court Approves Disclosure Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the Disclosure Statement and proposed solicitation procedures of
Meridian Automotive Systems, Inc., thereby allowing the company to
move towards exiting Chapter 11.  Meridian will begin distributing
balloting materials to all creditors in order to solicit their
votes in support of its Plan of Reorganization.  The company
anticipated a confirmation hearing on Sept. 13, 2006 and that the
Plan will become effective on or about Sept. 29, 2006.

"We are pleased to have received the Bankruptcy Court's approval
of our Disclosure Statement today, which allows us to move closer
to our ultimate emergence from Chapter 11," Richard E. Newsted,
Meridian's President and CEO, said.  "We are extremely pleased to
have the support of our major creditor constituencies."

                    About Meridian Automotive

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies    
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.


MERIDIAN AUTO: Files Revised 3rd Amended Plan & Disclosure Papers
-----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its eight debtor-affiliates
delivered to the Court a revised Third Amended Joint Plan of
Reorganization and Disclosure Statement, on July 19, 2006.

Meridian President and Chief Executive Officer Richard E. Newsted
discloses that the revised Third Amended Plan modifies the
treatment of Claims in Classes 3 and 4, expounds the Preferred
Equity Rights Offering, and provides for the preservation of
certain Causes of Action of the Debtors' Estates.

                       Treatment of Class 3
                   Prepetition First Lien Claims

Each Holder of an Allowed Prepetition First Lien Claim will, on
the Effective Date, receive in full and complete settlement,
release and discharge of the Claim:

   (a) the Lien Avoidance Release;

   (b) cash equal to 80% of its Allowed Prepetition First Lien
       Claim;

   (c) (i) Class A Convertible Preferred Stock having an
           aggregate Class A Stated Value equal to 20% of the
           Holder's Allowed Prepetition First Lien Claim; or

      (ii) if the Holder delivers to Reorganized Meridian a
           properly completed Cash Election Form prior to the
           Cash Election Deadline, then to the extent designated
           by the Holder in its Cash Election Form, in lieu of
           the Class A Convertible Preferred Stock, $75 for every
           $100 of Class A Stated Value of Class A Convertible
           Preferred Stock otherwise issuable to the Holder in
           respect of its Allowed Prepetition First Lien Claim,
           pursuant to clause (i); and

   (d) an inducement fee equal to $0.50 for each $100 of its
       Allowed Prepetition First Lien Claim.

Under the Plan, Prepetition First Lien Claims will be deemed
Allowed on the Effective Date in the aggregate amount of
300,642,146:

   (a) plus outstanding accrued interest from June 30, 2006,
       through the Effective Date pursuant to the DIP Order;

   (b) plus all reasonable fees, expenses and costs to the extent
       provided for, and allowable, under the Prepetition First
       Lien Credit Agreement or the Prepetition First Lien Hedge
       Agreement, or provided for pursuant to the DIP Order; and

   (c) minus amounts paid or repaid prior to the Effective Date,
       if any.

                       Treatment of Class 4
              Prepetition Second Lien Secured Claims

The Committed Holder of an Allowed Prepetition Second Lien
Secured Claim will, on the Effective Date, receive in full and
complete settlement, release and discharge of the Claim, a share
of a total commitment fee equal to $8,000,000, payable in Class A
Convertible Preferred Stock, as provided for in the Preferred
Equity Funding Agreement or the funding agreements in the forms
attached to the Preferred Equity Funding Agreement.

Under the Plan, Prepetition Second Lien Claims will be deemed
Allowed on the Effective Date in the aggregate amount of
$179,808,222 plus all reasonable fees, expenses and costs payable
under the Prepetition Second Lien Credit Agreement pursuant to
the DIP Order minus amounts paid or repaid prior to the Effective
Date, if any, provided that:

   (a) Prepetition Second Lien Claims will be deemed Secured
       Claims, in part, and Unsecured Claims, in part; and

   (b) Claims in Classes 4 and 5 will be deemed Allowed, and the
       amount of the Claims will be determined by the Bankruptcy
       Court if necessary.

                      Cash Election Deadline

The Plan reschedules the Cash Election Deadline to 5:00 p.m.,
prevailing Eastern time, on the day that is 15 days after the
Confirmation Date.

If the Effective Date does not occur on or before the day that is
10 Business Days after the Cash Election Deadline, then the
Debtors will establish a new cash election deadline for 5:00
p.m., prevailing Eastern time, on the day that is five days after
the Debtors' provision of notice to Holders of Prepetition First
Lien Claims of the new Cash Election Deadline.

                  Preferred Equity Rights Offering

The Plan further provides that to the extent that the Holders of
Prepetition Second Lien Secured Claims are not already bound by
the Preferred Equity Funding Agreement, the Debtors offer them
the opportunity to enter into:

   (a) an Additional Funding Agreement in substantially the form
       attached to the Preferred Equity Funding Agreement, during
       the period from the entry of the Voting Procedures Order
       until 5:30 p.m., prevailing Eastern time, on the day that
       is five business days later; or

   (b) a Final Funding Agreement in substantially the form
       attached to the Preferred Equity Funding Agreement, during
       the period from the first day after the Confirmation Date
       until 5:30 p.m., prevailing Eastern time, on the date that
       is five business days later.

             Preservation of Certain Causes of Action

The Plan provides for the preservation of all Causes of Action of
the Estates pursuant to Section 1123(b)(3) of the Bankruptcy
Code, except those expressly released or limited.

Pursuant to the Plan, Retained Actions will vest in the
Reorganized Debtors, and Avoidance Actions and Reserved Actions
will vest in the Litigation Trust.

A full-text blacklined copy of the revised Third Amended Plan of
Reorganization is available for free at
http://ResearchArchives.com/t/s?e38

A full-text blacklined copy of the revised Third Amended
Disclosure Statement is available for free at
http://ResearchArchives.com/t/s?e39

                         Plan Compendium

The Debtors also delivered to the Court two revised Plan
Compendium exhibits:

1. Preferred Equity Funding Agreement

   After the entry of the Voting Procedures Order, the Debtors,
   Camulos Master Fund LP, DK Acquisition Partners, L.P., and
   Stanfield Capital Partners LLC will execute and deliver the
   Preferred Equity Funding Agreement.

   The Agreement provides that on the Effective Date, the Debtors
   will issue to each of the Committed Holders a Commitment Fee
   comprised of shares of Class A Convertible Preferred Stock
   having an aggregate Class A Stated Value equal to the sum of:

      (a) the product of:

          (1) the First Lien Claim Commitment Fee Amount; and

          (2) a fraction:

              -- the numerator of which is the amount of its
                 Committed First Lien Claims; and

              -- the denominator of which is the aggregate amount
                 of All Committed First Lien Claims that are
                 subject to the Agreement or an Additional
                 Funding Agreement; and

      (b) the product of:

          (1) the Second Lien Claim Commitment Fee Amount; and

          (2) a fraction:

              -- the numerator of which is the amount of its
                 Committed Second Lien Claims; and

              -- the denominator of which is the aggregate amount
                 of All Committed Second Lien Claims that are
                 subject to the Agreement or an Additional
                 Funding Agreement.

   The First Lien Claim Commitment Fee Amount is an amount equal
   to the product of (i) 0.04 and (ii) the product of (x) 0.75
   and (y) an amount equal to 20% of the aggregate amount of All
   Committed First Lien Claims.

   The Second Lien Claim Commitment Fee Amount is an amount equal
   to $8,000,000 less the First Lien Claim Commitment Fee Amount.

   A full-text copy of the Revised Preferred Equity Funding
   Agreement is available for free at
   http://ResearchArchives.com/t/s?e3a

2. Certificate of Designation of Series A Cumulative Convertible
   Preferred Stock

   If the Debtors determine that the funds available for
   redemption of Series A Cumulative Convertible Preferred Stock,
   on any Section 3(b) Redemption Date, are insufficient to
   redeem all of the shares, then none of the shares will be
   redeemed.  Instead, holders of the shares of Series A Stock
   will have the right to convert all or any of the shares of
   Series A Stock into shares of Common Stock.

   The holders can also opt, before the Section 3(b) Redemption
   Date, to convert their shares into shares of Common Stock.

   The aggregate number of shares of Common Stock to be issued
   will equal 50% of the total number of shares of Common Stock
   that would be outstanding on the Effective Date after the
   issuance of all Common Stock and Series A Stock, if all of the
   Series A Stock were immediately converted into Common Stock.

   At the close of business on the last Business Day preceding
   the Redemption Date, the holders' rights to convert shares of
   Series A Stock into shares of Common Stock will expire.

   At the close of business on the date on which the Certificate
   and all other related documents are delivered to the principal
   office of any Common Stock conversion agent, the right of the
   holder of the converted shares of Series A Stock will cease
   and the holder will be treated, for all purposes, as the
   record holder of the corresponding shares of Common Stock.

   A full-text copy of the Revised Certificate of Designation for
   the Class A Convertible Preferred Stock is available for free
   at http://ResearchArchives.com/t/s?e3b

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Addresses Clean-Air Violations Cited by EPA
----------------------------------------------------------------
The U.S. Environmental Protection Agency for Region 5 has cited
Meridian Automotive Systems for alleged clean-air violations at
the company's composite plastic manufacturing plant located at
1020 East Main Street in Jackson, Ohio.

EPA alleges that Meridian violated its state permits and state
regulations by emitting excessive amounts of styrene, a hazardous
air pollutant and a smog-producing volatile organic compound, from
January 2001 through May 2006.

"EPA's mission is to protect public health and the environment,"
Acting Regional Administrator Bharat Mathur said.  "We will take
whatever steps are needed to ensure compliance with the Clean Air
Act."

These are preliminary findings of violations.  To resolve them,
EPA may issue a compliance order, assess an administrative penalty
or bring suit against the company.  Meridian has 30 days from
receipt of the notice to meet with EPA to discuss resolving the
allegations.

Styrene vapor irritates the eyes, nose and throat.  It can also
affect the human nervous system causing adverse eye effects.  
Health effects associated with breathing small amounts in the
workplace over long periods of time include alterations in vision
and hearing loss.

Volatile organic compounds contribute to the formation of ground-
level ozone, or smog.  Smog is formed when a mixture of air
pollutants is baked in the hot summer sun.  Smog can cause a
variety of respiratory problems, including coughing, wheezing,
shortness of breath and chest pain.  People with asthma, children
and the elderly are especially at risk, but these health concerns
are important to everyone.

               Meridian Addresses Emission Standards
                       at Jackson Facility

Meridian Automotive Systems has recently ended the production line
in its Jackson, Ohio facility, which was responsible for the
emissions of styrene, a chemical compound used to manufacture
exterior automotive components.

Meridian had extensive discussions with the U.S. Environmental
Protection Agency for more than six months regarding the styrene-
emission levels at the Jackson facility.  Meridian presented the
EPA with several alternatives that it was considering, to reduce
or eliminate the emissions.

"Meridian takes seriously its environmental compliance
responsibilities, and we are proud of our track record in meeting
federal and state environmental standards and regulations,"
Richard E. Newsted, president and chief executive officer of
Meridian Automotive Systems, relates.  "We have an active dialogue
with the EPA and other regulatory bodies, cooperate fully with
their inquiries and move quickly to resolve issues when they
arise."

All of Meridian's facilities have active Environmental Management
Systems, and all qualifying facilities are certified under ISO
14001:2004 standards.

The ISO 14001:2004 is an international standard for all industries
and offers guidelines on principles, systems and supporting
techniques to manage the environmental exposures created as part
of the operation of a business.  First published in 1996, ISO
14001 today is the most important environmental standard in the
world.  It is used by thousands of organizations, and is supported
by environmentalists, private corporations and governments around
the world.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MILLENNIUM CHEMICALS: Fitch Affirms Issuer Default Rating at B+
---------------------------------------------------------------
Fitch Ratings has placed the ratings of Lyondell Chemical Company
and Equistar Chemicals L.P. on Rating Watch Evolving following
Lyondell's announcement early July 21, 2006, that the auction
process to sell Lyondell Citgo Refinery LP was discontinued.

Fitch currently rates Lyondell's and Equistar's debt as:

Lyondell

    -- Issuer default rating at 'BB-';
    -- Senior secured credit facility at 'BB+';
    -- Senior secured notes and debentures at 'BB+';
    -- Subordinated notes at 'B+'.

Equistar

    -- IDR at 'B+';
    -- Senior secured credit facility at 'BB+/RR1';
    -- Senior unsecured notes at 'BB-/RR3'.

In addition, Fitch affirms the following Millennium Chemicals
Inc.'s ratings:

    -- Convertible senior unsecured debentures at 'BB/RR2';
    -- Issuer default rating at 'B+'.

Fitch also affirms Millennium America Inc.'s ratings:

    -- Senior secured credit facility and term loan rating at
       'BB+/RR1';

    -- Senior unsecured notes at 'BB/RR2';

    -- Issuer default rating at 'B+'.

Millennium's Rating Outlook remains Stable.

For Lyondell, approximately $2.8 billion of debt is covered; for
Equistar, approximately $2.2 billion of debt is covered; and for
Millennium Chemicals, approximately $900 million of debt is
covered by these actions.

The Rating Watch Evolving status suggests that elements of a
downgrade, upgrade, and affirmation are present in Lyondell's
current situation.  Given the uncertainty of the situation and
multiple possible outcomes, a downgrade may potentially be
required if Lyondell agrees to purchase the remaining 41.25%
interest held by Citgo and funds such a purchase with additional
debt.  Fitch recognizes the downside scenario would be dependent
on the total amount and composition of debt that would be incurred
to finance such a purchase as well as evaluating the offsetting
benefit from owning 100% of LCR, including full access to cash
generation from the refinery operations.  However, an upgrade
could be warranted if any interested parties, or another buyer(s)
emerge to acquire LCR for substantially greater than the $5
billion previously offered to the partners.  Fitch expects that
Lyondell would use proceeds from any refinery sale to repay debt
as the company has publicly stated. Finally, an affirmation may be
necessary if the partners continue with the LCR joint venture and
no change in ownership occurs.

Fitch expects any potential sale of LCR could also have a positive
indirect effect on Equistar, since Lyondell's management has
expressed its intent to use any proceeds from the refinery sale to
fund debt repayment above Lyondell's initial $3.0 billion debt
reduction target.  With further deleveraging at the Lyondell
parent, Equistar's ratings would indirectly benefit as its ratings
are limited by Lyondell's ratings.  The parent ratings limit
Equistar's ratings due to Lyondell's strong access to its cash
flow.  Furthermore, Equistar is focused on North American markets
and it has a narrower product portfolio compared to Lyondell.

In the alternative situation, a purchase of Citgo's 41.25% share
in LCR by Lyondell could potentially have negative effects on
Equistar due to the relationship between Lyondell and Equistar
ratings.  The potential for additional debt at Lyondell could
result in a greater demand for cash from Equistar.

The affirmation of Millennium's ratings reflects Fitch's
expectations that a potential sale of LCR or purchase of Citgo's
41.25% interest in LCR by Lyondell would not affect Millennium
ratings.  The ratings also consider the cyclical nature of
Millenniun's commodity products, strong dividends through its
29.5% interest in Equistar, sizable debt reduction during the last
12-months and Lyondell's ownership of the company.  Currently,
Millennium cannot declare dividends to Lyondell due to certain
restrictions in its existing bond indentures.  Concerns include
weaker than expected results for Millennium's core businesses and
expectations for future cash outflows for distributions to
Lyondell.

Lyondell holds leading global positions in propylene oxide and
derivatives, plus titanium dioxide, as well as leading North
American positions in ethylene, propylene, polyethylene,
aromatics, acetic acid, and vinyl acetate monomer.  The company
benefits from strong technology positions and barriers to entry in
its major product lines.  Lyondell owns 100% of Equistar; 70.5%
directly and 29.5% indirectly through its wholly owned subsidiary
Millennium.  It also owns 58.75% of LCR, a highly complex
petroleum refinery has a long-term, fixed-margin crude supply
agreement with PDVSA.  In 2005, Lyondell and subsidiaries
generated $2.22 billion of EBITDA on $18.6 billion in sales.

CITGO is one of the largest independent crude oil refiners in the
U.S., with three modern, highly complex crude oil refineries and
two asphalt refineries.  With the expansion of the Lake Charles
refinery to 425,000 bpd of capacity, CITGO now owns 970,000 bpd of
crude refining capacity, including the company's 41.25% interest
in LYONDELL-CITGO Refining L.P.  LCR owns and operates a 265,000-
bpd crude oil refinery in Houston, Texas.  CITGO branded fuels are
marketed through more than 13,000 independently owned and operated
retail sites.  CITGO is owned by PDV America, an indirect, wholly
owned subsidiary of Petroleos de Venezuela S.A., the state-owned
oil company of Venezuela.


MIRANT CORP: Rule 2019 Dispute on PEPCO Settlement Resolved
-----------------------------------------------------------
Holders of more than $1,200,000,000 of Class 3 claims under the
Plan of Reorganization by Mirant Corporation and certain of its
debtor-affiliates assert that the settlement agreement with
Potomac Electric Power Company, among other things, constitutes an
impermissible modification of the Plan.

As reported in the Troubled Company Reporter on June 2, 2006, the
Reorganized Debtors asked the U.S. Bankruptcy Court for the
Northern District of Texas to approve the settlement agreement it
entered into with Potomac Electric Power Cooperative and other
settling parties:

    * Conectiv Energy Supply, Inc.;
    * PEPCO Energy Services, Inc.;
    * PEPCO Gas Services, Inc.;
    * PEPCO Holdings, Inc.; and
    * Potomac Capital Investment Corporation.

The Debtor and PEPCO have been involved in significant litigation
throughout the Debtors' bankruptcy proceedings.

Thus, Class 3 Claim Holders ask Judge Lynn to deny the PEPCO
Settlement Agreement as well as the related settlement agreement
with Southern Maryland Electric Cooperative, Inc.

Assumption of the SMECO Agreements creates a burden, rather than
a benefit to New Mirant's estate, Richard M. Pachulski, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub LLP, in Los
Angeles, California, contends.  Without the approval of the SMECO
Settlement Agreement, the PEPCO Settlement Agreement cannot
become effective.

According to Mr. Pachulski, the PEPCO Settlement Agreement
purports to give PEPCO a guaranteed cash recovery, rather than
simply a fixed allowed claim, resulting in a proportional
allocation of stock and litigation recoveries.  That treatment,
Mr. Pachulski says, is both disparate and more beneficial than
the treatment afforded to other Class 3 claimants under the Plan.

Moreover, the New Mirant Entities have not provided any analysis
in support of their decisions to enter into the settlement
agreements and assume or reject various agreements, Mr. Pachulski
points out.

Of the $520,000,000 proposed distribution to PEPCO under the
Settlement Agreement, Mr. Pachulski says $70,000,000 is nominally
allocated to the "PEPCO Miscellaneous Claims."  However, Mr.
Pachulski continues, given New Mirant's total lack of analysis as
to the value or merits of those claims, it is clearly possible
that the distribution constitutes an artificial allocation
designed to reduce the payment being made to PEPCO on account of
the PEPCO Rejection Claim.

Even an allocation of $450,000,000 to the PEPCO Rejection Claim
appears to be significantly over-compensated, Mr. Pachulski adds.

In a regulatory filing on May 31, 2006, New Mirant reported that
rejection of the Back-to-Back Agreement creates an immediate
"gain" to it totaling $360,000,000.

Mr. Pachulski, however, asserts that New Mirant's failure to
provide any analysis as to the true long-term cost of assuming
the Back-to-Back Agreement makes it very difficult to determine
whether, in fact, its management is improperly motivated by
short-term gains rather than what is truly beneficial for the
Company and its stakeholders.

Although New Mirant provided no cost benefit analysis in its
requests, Mr. Pachulski further contends that there is evidence
demonstrating that it would be more advantageous for New Mirant
to assume the Back-to-Back arrangement rather than rejecting it
pursuant to the PEPCO Settlement Agreement.

Edison Mission Energy, a Class 3 Claim Holder with a $7,000,000
Allowed Claim, joins in the objections and arguments raised by
certain Class 3 Claim Holders.

                      Rule 2019 Compliance

Craig H. Averch, Esq., at White & Case LLP, in Miami, Florida,
relates that at the hearing on the proposed settlement with
Potomac Electric Power Company, the New Mirant Entities asked the
Class 3 Claim Holders and their attorneys to file a verified
statement pursuant Rule 2019 of the Federal Rules of Bankruptcy
Procedure.

Although Pachulski Stang Ziehl Young Jones & Weintraub LLP, as
the Holders' attorney, filed a Verified Statement on June 26,
2006, Mr. Averch says that Statement did not comply with Rule
2019.  The Verified Statement fails to provide any information
other than the names of the alleged holders of Mirant common
stock or their financial advisors, he says.

As of June 30, 2006, the Holders or their lawyers have not filed
a proper Rule 2019 statement, Mr. Averch says.

Hence, New Mirant asks the Court to compel the Holders and their
attorneys to provide all the information required by Rule 2019.
If the Committee will not disclose the information required, New
Mirant asks Judge Lynn to prohibit the Holders from participating
further in the Chapter 11 cases and strike their Objection.

The Class 3 Claim Holders are:

     (1) Resurgence Asset Management, L.L.C.
     (2) Luxor Capital Group
     (3) King Street Capital Management, L.L.C.
     (4) D.E. Shaw Laminar Portfolios, L.L.C.
     (5) Caspian Capital Advisors
     (6) Pirate Capital LLC
     (7) Quadrangle Master Funding LTD
     (8) Basso Capital Management, L.P.
     (9) Highland Capital Management, L.P.
    (10) Highland Floating Rate Fund
    (11) Highland Floating Rate Advantage
    (12) Cadence Master, Ltd.
    (13) Man Mac Gemstock 9B, Ltd.
    (14) Ivy MA Holdings Cayman 8, Ltd.

               Parties' Stipulation on Rule 2019 Issue

New Mirant and the Class 3 Claim Holders entered into an Agreed
Stipulation and Order regarding the submission of the Rule 2019
Exhibits under seal, and other matters.

The parties agree that the Holders will file Rule 2019 exhibits
as long as the Debtors will not:

    (a) distribute them or any of their portions to any third
        party other than the Debtors' representatives; and

    (b) communicate or disclose them to any third party other than
        the Debtors' representatives, except if the information:

        * is generally available to the public on a non-
          confidential basis;

        * is already acquired by the Debtors or their
          representatives;

        * has become available to the Debtors' counsel or
          representatives from a source other than the Holders; or

        * is independently developed by the Debtors' counsel or
          representatives.

Judge Lynn approves the parties' Agreed Order and Stipulation.

                       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 Bankruptcy News,
Issue Nos. 100& 101; Bankruptcy Creditors' Service, Inc., 215/945-
7000)

                         *     *     *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service downgraded the ratings of Mirant
Corporation and its subsidiaries Mirant North America, LLC and
Mirant Americas Generation, LLC.  The Ba2 rating for Mirant Mid-
Atlantic, LLC's secured pass through trust certificates was
affirmed.  Additionally, Mirant's Speculative Grade Liquidity
rating was revised to SGL-2 from SGL-1.  The rating outlook is
stable for Mirant, MNA, MAG, and MIRMA.

Moody's downgraded Mirant Americas Generation, LLC's Senior
Unsecured Regular Bond/Debenture, to B3 from B2.  Moody's also
downgraded Mirant Corporation's Corporate Family Rating, to B2
from B1, and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-1.  Mirant North America, LLC's Senior Secured Bank Credit
Facility, was also downgraded to B1 from Ba3 and its Senior
Unsecured Regular Bond/Debenture, to B2 from B1.

As reported in the Troubled Company Reporter on July 13, 2006,
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.

Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and
Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass-
through certificates' 'BB+/Recovery Rating RR1'.

Fitch also placed Mirant North America, Inc.'s Issuer Default
Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior
secured term loan's 'BB/RR1' rating, and Senior unsecured notes'
'BB-/RR1' rating on Rating Watch Negative.  Mirant Americas
Generation, LLC's Issuer Default Rating of 'B+' and Senior
unsecured notes' 'B/RR5' rating was included as well.

Standard & Poor's Ratings Services also 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.


MIRANT CORP: Court Approves New York Independent System Settlement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the settlement agreement between Mirant Corporation and
its debtor-affiliates and New York Independent System Operator,
Inc.

Jason D. Schauer, Esq., at White & Case LLP, in Miami, Florida,
related that the NYISO and Mirant Americas Energy Marketing, LP,
now known as Mirant Energy Trading LLC, entered into various
agreements for the purchase of transmission service, and the
purchase and sale of energy and ancillary services.

The NYISO administers a wholesale market for electricity in the
State of New York.  It operates a bid-based commodity market in
which power is purchased and sold on the basis of competitive
bidding to balance supply and demand.  MAEM is one of NYISO's
market participants.

The Contracts are governed by the NYISO's transmission tariffs.
The NYISO settles transactions with Market Participants on a
monthly basis, collecting net amounts owed and distributing those
amounts to net creditors in the Market after deducting applicable
fees and charges.

                        Adjustment Holdback

After the Debtors' bankruptcy filing, the NYISO asserted that MAEM
owes it certain amounts for prepetition obligations under the
Contracts.  As a result, the NYISO held back $2,955,091, which
amount represents an estimate of the net amounts that MAEM would
owe the NYISO for the prepetition obligations.

In September 2003, Mirant asked the Court to enforce the
automatic stay to prohibit the NYISO and other parties from
executing setoffs against amounts owed to MAEM for certain
prepetition energy transactions.

To resolve the issue on setoffs, MAEM and the NYISO entered into
a Stipulated Order, which provides the NYISO with a lien on
future amounts owed to MAEM as adequate protection for its
unliquidated right of offset with respect to the adjustment
claims.

In exchange, the NYISO returned to MAEM the $2,955,091 Adjustment
Holdback.

                         The NYISO Claims

On December 16, 2003, the NYISO filed Claim No. 7110 against
MAEM and Claim No. 7111 against Mirant.

The MAEM Claim included secured claims in an unliquidated amount
allegedly arising from "true-ups" for prepetition transactions
under the NYISO Tariffs and Contracts.  The Mirant Claim, on the
other hand, is duplicative of the MAEM Claim.

The New Mirant Entities dispute the NYISO Claims.  New Mirant
believes that it has counterclaims against the NYISO.

                      Lovett Metering Dispute

The NYISO alleges it overpaid MAEM for energy generated at
the generating facility in Lovett, New York, for the period prior
to April 2001, Mr. Schauer related.  The NYISO retained cash and
certain collateral to secure the overpayment.

Mr. Schauer contended that New Mirant possesses claims against the
NYISO arising from that improper retention.

               Assumption and Assignment of Contracts

Pursuant to Mirant's Plan of Reorganization, the Contracts were
listed on a schedule of executory contracts to be assumed by MAEM
and assigned to MET under Section 365 of the Bankruptcy Code.

The NYISO objected to the scheduled cure amount, and to
assumption and assignment of the Contracts, asserting disputes
regarding:

     (i) the cure amount with respect to the Contracts; and

    (ii) adequate assurance of future performance of the Contracts
         upon assignment to MET.

On February 23, 2006, the NYISO and MET entered into a Transfer
Agreement.  The NYISO consented to the transfer to MET of MAEM's
rights and obligations under the Contracts effective as of
February 1, 2006.  MET agreed to pay the NYISO all unpaid amounts
on account of MAEM's performance under the Contracts prior to
February 1, 2006.

                       Settlement Agreement

To resolve the issues relating to the NYISO Claims, the
Assignment Objection and the Lovett Metering Dispute, New Mirant
asks the Court to:

     (i) authorize it and MET to enter into a settlement agreement
         with the NYISO pursuant to Rule 9019(a) of the Federal
         Rules of Bankruptcy Procedure; and

    (ii) approve the assumption and assignment of the Contracts
         pursuant to Section 365 of the Bankruptcy Code.

The principal terms of the Settlement Agreement are:

    (a) The NYISO will pay to New Mirant $999,000, without setoff,
        recoupment or reduction.  The NYISO agrees not to charge
        New Mirant of any fees, rates or any other obligation,
        associated with the settlement amount;

    (b) Late payment of the settlement amount will bear interest
        at a rate set by the Federal Energy Regulatory Commission;

    (c) The NYISO will take all necessary steps to withdraw and
        dismiss, with prejudice, the NYISO Claims and the
        Assignment Objection;

    (d) As of the effective date of the Settlement Agreement, the
        Contracts will be deemed assumed and assigned to MET
        pursuant to Section 365, and there are no defaults which
        must be cured, or other amounts which must be paid to
        NYISO, as a condition to the assumption and assignment of
        the Contracts;

    (e) The NYISO waives all arguments and objections to the
        assumption and assignment of the Contracts;

    (f) The parties executed mutual releases on behalf of
        themselves and certain related entities in connection with
        the Settlement Issues; and

    (g) The NYISO acknowledges and reaffirms its agreement and
        obligations under a stipulation which tolls the
        limitations period of certain claims, including those
        pertaining to the NYISO Claims, the Assignment Objection
        and the Lovett Metering Dispute, through and including the
        date that the Bankruptcy Court approves or disapproves the
        Settlement Agreement.

                       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 Bankruptcy News,
Issue No. 100; Bankruptcy Creditors' Service, Inc., 215/945-7000)


                         *     *     *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service downgraded the ratings of Mirant
Corporation and its subsidiaries Mirant North America, LLC and
Mirant Americas Generation, LLC.  The Ba2 rating for Mirant Mid-
Atlantic, LLC's secured pass through trust certificates was
affirmed.  Additionally, Mirant's Speculative Grade Liquidity
rating was revised to SGL-2 from SGL-1.  The rating outlook is
stable for Mirant, MNA, MAG, and MIRMA.

Moody's downgraded Mirant Americas Generation, LLC's Senior
Unsecured Regular Bond/Debenture, to B3 from B2.  Moody's also
downgraded Mirant Corporation's Corporate Family Rating, to B2
from B1, and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-1.  Mirant North America, LLC's Senior Secured Bank Credit
Facility, was also downgraded to B1 from Ba3 and its Senior
Unsecured Regular Bond/Debenture, to B2 from B1.

As reported in the Troubled Company Reporter on July 13, 2006,
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.

Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and
Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass-
through certificates' 'BB+/Recovery Rating RR1'.

Fitch also placed Mirant North America, Inc.'s Issuer Default
Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior
secured term loan's 'BB/RR1' rating, and Senior unsecured notes'
'BB-/RR1' rating on Rating Watch Negative.  Mirant Americas
Generation, LLC's Issuer Default Rating of 'B+' and Senior
unsecured notes' 'B/RR5' rating was included as well.

Standard & Poor's Ratings Services also 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.


MIRANT CORP: Wants Environmental Dept.'s 2006 Consent Order Okayed
------------------------------------------------------------------
Mirant Lovett, LLC, and Mirant Bowline, LLC, Mirant Corporation's
debtor affiliates, ask the U.S. Bankruptcy Court for the Northern
District of Texas to approve the 2006 Consent Order entered into
with the New York Department of Environmental Compliance.

Mirant Lovett and Mirant Bowline each owns and operates an
electric generation station in the state of New York.  The
Debtors' business is subject to extensive environmental
regulations by federal, state and local authorities, which require
continuous compliance with conditions established by their
operating permits.

Under New York law, the DEC has the authority to enforce the
state's environmental laws.  The DEC is also responsible for the
abatement and control of air pollution in New York.

Pursuant to the state's environmental regulation, the Debtors
have installed and certified a Continuous Emissions Monitoring
System to monitor emissions at their facilities.

                      2005 Consent Order

In 2005, the Debtors stipulated, through a Court-approved Consent
Order, to pay $44,100 as penalty for any emissions violations at
their facilities.  The Debtors also agreed to calculations for
penalty provisions for exceedances incurred at the facilities on
or after Jan. 1, 2005.  The Consent Order provides that the
compliance with the opacity standards is determined by the CEMS.

Jeff P. Prostok, Esq., at Forshey & Prostok LLP, in Fort Worth,
Texas, relates that the Debtors have provided to the DEC a
statement of the alleged opacity exceedances at the facilities
for the period Jan. 1, 2005, through and including the first
quarter of 2006.

                      2006 Consent Order

Mr. Prostok tells the Court that the Debtors and the DEC have
agreed to a 2006 Consent Order, which will cover opacity
exceedances at the facilities for the period after Jan. 1,
2005, through the first quarter of 2006.  The 2006 Consent Order,
Mr. Prostok adds, is conditioned on the Court's approval.

The principal terms of the 2006 Consent Order are:

    (a) The Debtors and the DEC agree to the opacity exceedances
        for the Reporting Period based on the Emissions Report;

    (b) The penalty for the Reporting Period will be $76,200;

    (c) Penalties will not be assessed for certain unavoidable
        excess opacity emissions;

    (d) The 2006 Consent Order will not constitute an admission of
        any violation under applicable authority; and

    (e) The Debtors' compliance with the 2006 Consent Order
        releases and satisfies their obligations to the DEC for
        the violations alleged in the Order for the Reporting
        Period.  The compliance does not satisfy the Debtors'
        future obligations for the DEC.

                       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 Bankruptcy News,
Issue No. 101; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service downgraded the ratings of Mirant
Corporation and its subsidiaries Mirant North America, LLC and
Mirant Americas Generation, LLC.  The Ba2 rating for Mirant Mid-
Atlantic, LLC's secured pass through trust certificates was
affirmed.  Additionally, Mirant's Speculative Grade Liquidity
rating was revised to SGL-2 from SGL-1.  The rating outlook is
stable for Mirant, MNA, MAG, and MIRMA.

Moody's downgraded Mirant Americas Generation, LLC's Senior
Unsecured Regular Bond/Debenture, to B3 from B2.  Moody's also
downgraded Mirant Corporation's Corporate Family Rating, to B2
from B1, and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-1.  Mirant North America, LLC's Senior Secured Bank Credit
Facility, was also downgraded to B1 from Ba3 and its Senior
Unsecured Regular Bond/Debenture, to B2 from B1.

As reported in the Troubled Company Reporter on July 13, 2006,
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.

Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and
Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass-
through certificates' 'BB+/Recovery Rating RR1'.

Fitch also placed Mirant North America, Inc.'s Issuer Default
Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior
secured term loan's 'BB/RR1' rating, and Senior unsecured notes'
'BB-/RR1' rating on Rating Watch Negative.  Mirant Americas
Generation, LLC's Issuer Default Rating of 'B+' and Senior
unsecured notes' 'B/RR5' rating was included as well.

Standard & Poor's Ratings Services also 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.


NATIONAL LAMPOON: Appoints Bruce Long as President
--------------------------------------------------
National Lampoon, Inc., appointed Bruce Long as its president.

Mr. Long has served as the company's Chief Operating Officer in a
consulting capacity since early 2006.  In his new position he will
continue to oversee all aspects of National Lampoon's production,
distribution, and network operations.  Together with the company's
Chief Executive Officer, Daniel S. Laikin, Long will work to
oversee operations and execution throughout all National Lampoon
media and entertainment arms, including National Lampoon films,
National Lampoon College, National Lampoon's TogaTV, and the
National Lampoon Humor Network.  They will also work to more
aggressively implement additional strategic planning tactics to
leverage and expand the brand's distribution across more media.

Speaking on behalf of the company, Mr. Laikin said, "It's an honor
to have Bruce join National Lampoon and help bring his experience
and dedication to the company.  Having worked closely with him
since the start of the year, it's exciting to have another person
on the team who truly gets the vision and is helping move the
company towards our shared goals.  His leadership and management
background will be invaluable to our company's growth."

Mr. Long stated, "This is an exciting time at National Lampoon and
I look forward to helping execute and expand the initiatives the
company has taken.  Over the last couple years they have built
distribution outlets and have re-energized and leveraged the brand
into all areas of media and entertainment, we are now continuing
to focus aggressively on increasing revenue generation across
these platforms."

"I look forward to continue working with a great team of people
and helping build a future that will drive greater value for our
shareowners, employees and consumers," Mr. Long added.

Mr. Long joins National Lampoon from Technicolor Creative
Services, where since 2001, he was Executive Vice President of
Strategic Planning and Business Development.  Mr. Long was
responsible for the technical vision of the company, integration,
new business, and acquisitions.  During his tenure at Technicolor,
Mr. Long also handled the development and integration of new
services for asset management and digital distribution platforms
including mobile, Internet, digital cinema and digital capture
based feature post-production.

Prior to Technicolor, Mr. Long served as Chief Executive Officer
of Ionic Worldwide Studios, an interactive content start-up
company launched with Mike Medavoy and Troy Bolotnick.  He founded
and launched Heroes Title Design and Encore Visual Effects
Company, serving as president of Encore Video.  The combined
companies were eventually sold to Liberty Media.

His early career highlights include a stint as a comedian,
performing in Los Angeles with The Lunatics, L.A. based
improvisational troupe.  He worked as a theater director, actor,
and producer for 10 years in Los Angeles.

Mr. Long also spent the early part of his career in the music
industry, working as Director of College Promotions for Columbia
Records and was Chief Financial Officer of Headfirst Records.  He
worked in music management at Acme Moving and Management in LA.

                   About National Lampoon

National Lampoon, Inc. (AMEX:NLN), fka J2 Communications, Inc., is
active in a broad array of entertainment segments, including
feature films, television programming, interactive entertainment,
home video, audio CDs and book publishing.  The Company owns
interests in all major National Lampoon properties, including
National Lampoon's Animal House, the National Lampoon Vacation
series and National Lampoon's van Wilder.  The National Lampoon
Network serves over 600 colleges and universities throughout the
U.S. and reaches as many as 4.8 million 18-to-24-year-old college
students.  Its humor website is -- www.nationallampoon.com --.  It
has four operating divisions: National Lampoon Network,
Entertainment Division, Publishing Division and Licensing
Division.

J2 Communications, Inc., was engaged in the acquisition,
production and distribution of videocassette programs for retail
sale.  In 1991, J2 acquired all of the outstanding shares of
National Lampoon, Inc., and subsequent to J2's acquisition of NLI,
it de-emphasized its videocassette business and publishing
operations and began to focus on exploitation of the National
Lampoon(TM) trademark.  J2 reincorporated in Delaware under the
name National Lampoon, Inc., in November 2002.

                      Going Concern Doubt

In its Form 10-Q filing for the quarter ended April 30, 2006,
National Lampoon's management disclosed that the Company's net
losses of $8,669,170 and $5,127,107 in the prior two years, net
loss of $4,321,539 during the first nine months of the 2006 fiscal
year, and accumulated deficit of $36,215,567 at April 30, 2006,
raise concerns about its ability to continue as a going concern.


NATIONSRENT COS: Ashtead Merger Prompts S&P's Positive Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
construction equipment rental company NationsRent Cos. Inc.,
including its 'B+' corporate credit rating on CreditWatch with
positive implications.  This action results from the announcement
by U.K.-based equipment rental company Ashtead Group PLC (BB-
/Stable/--) that it will acquire NationsRent for about $1 billion
including the assumption of about $400 million of its debt, which
is expected to be tendered for cash.

Standard & Poor's will withdraw its ratings on NationsRent's
outstanding notes when the transaction is completed, which is
expected at the end of August 2006.

The combination of NationsRent and Ashtead's U.S.-based Sunbelt
Rentals unit will form the third-largest construction equipment
rental firm in the U.S.  The combined operations will have about
477 rental locations in 35 states and should provide some
synergies including increased buying prowess and cost savings from
clustering of locations and closing back-offices.

While the industry remains highly fragmented and competitive, it
has recovered from a cyclical slump in non-residential
construction spending and is poised for modest growth in this
stage of the cycle.


OCA INC: Court Denies BofA's Request to Disband Equity Committee
----------------------------------------------------------------
The Honorable Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana denied the request of Bank of
America, N.A., as agent for the secured lenders of OCA, Inc., and
its debtor-affiliates, to disband the Official Committee of Equity
Security Holders.

The Securities and Exchange Committee, the U.S. Trustee, and some
shareholders objected to the move.  

     SEC Says Equity Panel Need to Investigate Improprieties

E. Gordon Robinson, Esq., an SEC senior bankruptcy counsel at its
Atlanta District Office, told the Court that there is a sufficient
basis to justify the appointment and continuing existence of an
equity committee.  Financial information available at the time the
appointment decision was made, including the exhibit to the
Debtors' bankruptcy petition and the most recent monthly operating
report filed with the Court under penalty of perjury, show
positive book equity.  OCA is delinquent in filing periodic public
reports with the SEC, but its most recent Form 10-Q filing shows
significant positive book equity.  Shareholders have file multiple
actions alleging that OCA's public filings with the SEC contain
false and misleading information, and OCA acknowledges that
restatements of its public financial statements are necessary,
which creates uncertainty regarding OCA's financial condition.  
The valuation analysis in the Disclosure Statement shows that the
Debtors have significant value as a going concern.  Considerable
efforts are underway to rehabilitate the Debtors' business.

Mr. Robinson added that other significant parties in the case have
entered into an agreement with the Debtors to support the Debtors'
Plan, which minimizes the likelihood that the Debtors' estimation
of value will be investigated or seriously challenged without the
continued existence of the Equity Committee.  The Debtors' Plan,
moreover, as currently drafted, includes releases and injunctions,
including releases of liability for certain officers and
directors, which likely will impact pending shareholder litigation
and seeks to preclude regulatory agencies, such as the SEC, from
performing their statutory duties.  Whatever the Debtors rationale
for including those provisions in the Plan, if the Plan is
confirmed with these provisions intact, any investigations into
the Debtors' financial condition could be severely compromised.
Under these circumstances, the issue of solvency is unresolved and
is appropriate for exploration by the Equity Committee, and the
need for the Equity Committee is apparent, Mr. Robinson contends.

         U.S. Trustee Insists on Continuing Equity Panel

R. Michael Bolen, the U.S. Trustee for Region 5, reminded the
Court that under Section 1102(a)(1) of the Bankruptcy Code, the
U.S. Trustee is given authority to appoint and equity committee as
it "deems appropriate."  Furthermore, Section 1102 does not
contain any authority for a court to disband a committee that has
already been formed.  

Mary S. Langston, Esq., the Asst. U.S. Trustee, told the Court
that the U.S. Trustee did not abuse its discretion in appointing
the equity panel.  Moreover, the Debtors' significant number of
shareholders, the size and complexity of the chapter 11 cases, the
cost of participation against the value, and BofA's lack of
standing to request for disbandment favor continuing the existence
of the Equity Committee.

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 debtor-affiliates 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.


OSA DEVELOPMENT: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: OSA Development, Inc.
        P.O. Box 1401
        Mount Vernon, Washington 98273

Bankruptcy Case No.: 06-12372

Type of Business: The Debtor's officers, Pete and Sandra Hansen,
                  filed for chapter 11 protection on June 23,
                  2006 (Bankr. W.D. Wash. Case No. 06-12039).

Chapter 11 Petition Date: July 20, 2006

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Steven C. Hathaway, Esq.
                  115 West Magnolia
                  Suite 211, P.O. Box 2147
                  Bellingham, Washington 98227-2147
                  Tel: (360) 676-0529
                  Fax: (360) 676-0067

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mt. View Excavating              Property              $365,313
3492 Mt. Baker Highway           Development
Bellingham, WA 98226             Costs


OWENS CORNING: Wants Court to Approve Blue Ridge Settlement
-----------------------------------------------------------
Owens Corning and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to approve the Settlement
Agreement with Blue Ridge Investments, LLC.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that on December 29, 1997, Owens Corning and
Blue Ridge, entered into a Share Purchase Agreement pursuant to
which Blue Ridge purchased from Owens Corning:

   -- 2,000 shares of preferred stock of Faloc, Inc., now known
      as Integrex, for $40,000,000; and

   -- 14 shares of common stock of Integrex for $100,000.

Under the Share Purchase Agreement, Blue Ridge had the right,
from December 31, 1999, through and including December 31, 2002,
to require Owens Corning to repurchase or cause to be repurchased
the Shares.  If the Put Option was exercised for all of the
Shares, Owens Corning would be obligated to pay an amount equal
to the sum of the purchase price for the Shares, plus the dollar
amount of accrued dividends that had not been paid with respect
to the Shares.

To exercise the Put Option, Blue Ridge was required to give Owens
Corning seven days' notice specifying the put date, the Shares
being put, the applicable put price and the account to which the
put price was being paid.

Blue Ridge says it provided that notice by written communications
to Owens Corning dated September 18, 2000.  Owens Corning
disputes the contention.

The Share Purchase Agreement also provided that the Put Option
would be deemed exercised, without notice or other demand, upon
the commencement of a voluntary bankruptcy case by Owens Corning,
Integrex or any other significant subsidiary of Owens Corning as
an Event of Put Acceleration.

On April 15, 2002, Blue Ridge filed Claim No. 7964 for
$40,100,000, plus interest, fees and other costs and expenses,
for Owens Corning's alleged breach of the Put Option, as later
supplemented and amended.

Blue Ridge and Owens Corning engaged in various discussions with
respect to the issues raised.  Subsequently, Owens Corning and
Blue Ridge reached a compromise and settlement.

The terms of the parties' Settlement Agreement are:

   a. Blue Ridge will be deemed to hold an allowed OCD General
      Unsecured Claim for $25,000,000, which will be classified
      in Class A6-A, provided that Blue Ridge will receive a
      distribution under the Plan -- except with respect to the
      Subscription Documents and Rights Offering -- based on a
      reduced deemed allowed OCD General Unsecured Claim in Class
      A6-A for $20,000,000.  Solely for the purpose of the
      distribution calculation, Blue Ridge will be deemed to have
      waived $5,000,000 of its agreed allowed OCD General
      Unsecured Claim in Class A6-A.

   b. In accordance with, and subject to the terms of the
      Debtors' Sixth Amended Plan of Reorganization and the
      Subscription Documents, Blue Ridge will be offered the
      right to subscribe to purchase up to its pro rata share of
      72,900,000 shares of the New OCD Common Stock at a purchase
      price of $30 per share.

   c. Blue Ridge will disgorge the New OCD Common Stock purchased
      pursuant to the Rights Offering and Owens Corning will
      contemporaneously return to Blue Ridge an amount equal to
      the purchase price of the New OCD Common Stock so purchased
      and disgorged -- at the parties' request -- if the Court
      does not approve the Settlement Agreement.  Until a final,
      binding and non-appealable order approving the Settlement
      Agreement is obtained, Blue Ridge may not dispose of the
      New OCD Common Stock without Owens Corning's prior consent.

   d. The Settlement is in full, final and complete satisfaction
      of all rights and claims of Blue Ridge against the Debtors
      existing as of the date of the entry of the order approving
      the Settlement Agreement.

   e. Blue Ridge will file an amended claim for $25,000,000 that
      will supercede and replace Claim No. 7964.

   f. Upon the Effective Date of the Sixth Amended Plan, the
      Debtors will file the requisite documents necessary to
      dismiss with prejudice two adversary proceedings against
      Bank of America Corporation currently pending before the
      Court -- Adversary Proceeding Nos. 02-05819 and 02-05820.

   g. Blue Ridge will support confirmation of the Sixth Amended
      Plan.

The Debtors believe that the Settlement represents a fair and
reasonable resolution of the issues between the parties.

Due to the complexity of the issues involved, the probability of
success in litigating the claims and disputes between the parties
is uncertain and the resolution of these disputes through
litigation will cause expense, inconvenience and delay, Mr.
Pernick contends.

Moreover, Mr. Pernick continues, as a result of the Settlement,
Blue Ridge's claim against Owens Corning is greatly reduced -- a
significant factor as the Debtors move toward confirmation of the
Plan.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--    
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 136; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Court Approves Rights Offering Procedures
--------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware approves the rights offering
subscription procedures, distribution procedures and forms of
certain subscription documents proposed by Owens Corning and its
debtor-affiliates.

One of the key components of the Debtors' Sixth Amended Plan of
Reorganization is the rights offering where some holders in
Classes A5, A6-A and A6-B will be offered the opportunity to
subscribe for 72,900,00 shares of the New OCD Common Stock at
$30 per share.  As previously reported, the Debtors entered into
an Equity Commitment Agreement with J.P. Morgan Securities Inc. to
facilitate the Rights Offering.

In connection with the implementation of the Rights Offering,
Owens Corning has agreed to distribute a set of instructions
outlining the process and terms and conditions of the Rights
Offering and a related subscription acceptance form.

The Court finds the Debtors' proposed procedures for determining
the Rights Participation Amount as fair, equitable and
appropriate under the circumstances.  Hence, the Court orders
that each Eligible Holder of a claim in Classes A6-A or A6-B will
be bound by the Debtors' proposed Rights Participation Amount
solely to determine the maximum number of Rights Offering Shares
for which the holder may subscribe under the Rights Offering.

Unresolved objections are overruled.

The Court authorizes the Debtors to take all appropriate actions
to implement the Rights Offering Procedures and Subscription
Distribution Procedures.

                    Rights Offering Procedures

A. "Eligible Claim" and "Eligible Holder"

In accordance with the Sixth Amended Plan, the Rights Offering
will be made to "Eligible Holders" of "Eligible" claims in
Classes A5, A6-A and A6-B, rather than simply to allowed claims
in those classes.

For purposes of the Rights Offering, the Debtors propose these
criteria for determination of Eligible Claims and Eligible
Holders entitled to participate in the Rights Offerings:

   a. An "Eligible" claim will mean:

         -- an allowed claim, as of the Rights Offering Record
            Date, in Classes A5, A6-A or A6-B;

         -- all Claims in Class A5, which will be deemed to be
            $1.389 billion in the aggregate for purposes of the
            Rights Offering; and

         -- any Claim for which a proof of claim has been filed
            as non-contingent, undisputed and liquidated and:

               * if an objection to the proof of claim has
                 been filed, then the claim will only be
                 "Eligible" to the extent of any undisputed
                 portion; or

               * if an objection to the claim has not been filed
                 and no amount is reflected in the Debtors'
                 schedules of assets and liabilities but Owens
                 Corning does not dispute all or a portion of the
                 claim amount, then the claim will only be
                 "Eligible" to the extent of its undisputed
                 portion; or

               * if an objection to the claim has not been filed
                 and the corresponding claim listed in the
                 Debtors' Schedules is different than the amount
                 asserted in claim and the Court has not entered
                 an order to the contrary, then the claim will
                 only be "Eligible" to the extent of the lesser
                 of the amounts listed on the Schedules and the
                 claim, unless Owens Corning does not dispute all
                 or a portion of the claim amount, in which case
                 the undisputed portion will be the amount of the
                 "Eligible" Claim for purposes of participation
                 in the Rights Offering.

   b. An "Eligible Holder" will mean the holder of an Eligible
      Claim, solely in its capacity as the holder of an Eligible
      Claim.

B. Rights Participation Amount

The Debtors further propose that the Eligible Holders in Classes
A6-A and A6-B will be assigned a "Rights Participation Amount"
which will be used to determine the maximum number of shares for
which they may subscribe.  

To assist the Eligible Holders to determine their Rights
Participation Amounts and to provide them with a reasonable
opportunity to review and respond to the amounts, the Debtors
prepared a list of the Rights Participation Amount for each
Eligible Holder of a claim in Classes A6-A and A6-B.

A full-text copy of the List of the Rights Participation Amount
is available for free at http://ResearchArchives.com/t/s?b85

With respect to a small number of claims in Classes A6-A and
A6-B, the Debtors dispute the amount of the claim submitted by
the holder, but acknowledge that some amount may be owed.  In
those instances, the Debtors have listed the Rights Participation
Amounts at zero to avoid making any admission as to liability and
the value of the claim.  The holders of those claims who wish to
participate in the Rights Offering may file an objection.  

With respect to Class A5, all holders of OCD Bondholders Claims
are treated as Eligible Holders.  The Debtors estimate that the
aggregate amount of claims in Class A5 is around $1.389 billion
for purposes of the Rights Offering.  However, there are various
face amounts and accrued interest amounts for each issuance of
bonds in Class A5.  Therefore, the Debtors and their financial
advisor Lazard Freres & Co. LLC developed a formula to determine
each Class A5 Eligible Holder's "Rights Participation Amount"
that is linked to the principal amount of the particular bond in
question.

The Right Participation Amount for each issuance will be divided
by the aggregate Rights Participation Amounts of all Eligible
Holders in Classes A5, A6-A and A6B to produce a "Pro Rata
Multiplier."  The maximum number of Rights Offering Shares
allocated to each issuance will be determined by multiplying the
Pro Rata Multiplier by the total number of available Rights
Offering Shares for Classes A5, A6-A and A6-B.  The holders of
bonds within a particular issuance will then be entitled to
subscribe for their Pro Rata share of the maximum number of
Rights Offering Shares allocated to their issuance.

The Rights Participation Amounts and Maximum Share Amounts for
Eligible Holders of Claims in Class A5 will be calculated by the
Debtors wherever possible and will be listed on the appropriate
Subscription Acceptance Form.

The formula to determine the Maximum Share Amount for Classes
A6-A and A6-B is similar to that for Class A5.  The holder's
Rights Participation Amount will be divided by the aggregate
number of all Rights Participation Amounts for Classes A5, A6-A
and A6-B to produce a Pro Rata Multiplier.  The Pro Rata
Multiplier will then be multiplied by the total number of Rights
Offering Shares, with the resulting number being rounded down to
the next lowest whole number, which will be the Maximum Share
Quantity.  The Debtors currently estimate that the Maximum Share
Amount will be approximately 42 Rights Offering Shares per $1,000
of Rights Participation Amount.

Eligible Holders may subscribe for any number of Rights Offering
Shares up to the Maximum Share Quantity at the price of $30 per
share.

The Debtors will provide each Eligible Holder with a set of the
Instructions that includes a step-by-step formula to be used to
determine the Subscribed Share Quantity and the Total Purchase
Price.

C. Subscription Acceptance Form

To validly exercise its right to participate in the Rights
Offering, once each Eligible Holder determines its Subscribed
Share Quantity and Total Purchase Price, it must also complete
and execute a "Subscription Acceptance Form."  

Each Subscription Acceptance Form:

   -- identifies the Eligible Holder;

   -- provides a table to assist the Eligible Holder in
      calculating its Total Purchase Price;

   -- contains a certification that the signatory is authorized
      to execute the form on behalf of the Eligible Holder, that
      the Eligible Holder is authorized to participate in the
      Rights Offering and agrees to be bound by the terms of
      the Subscription Acceptance Form and Instructions; and

   -- contains certain other standard acknowledgments relative to
      potential securities laws and related exculpation issues.

To validly exercise its right to participate in the Rights
Offering, each Eligible Holder of a Class A5 Claim must return a
duly executed Subscription Acceptance Form to Financial Balloting
Group LLC and tender the Total Purchase Price to Owens Corning
before 2:00 p.m. Pacific Time on the same day as the Plan Voting
Deadline -- Subscription Expiration Time.

Each Eligible Holder of a Class A6-A and A6-B Claim must return a
duly executed Subscription Acceptance Form to Omni Management
Group LLC and tender the Total Purchase Price to Owens Corning
before the Subscription Expiration Time.  

The Debtors intend to provide Each Eligible Holder with
instructions outlining the general terms and conditions under
which the Rights Offering is being made.

                      Distribution Procedures

The Debtors also propose procedures that govern the distribution
of the Subscription Documents to each of the Eligible Holders in
Classes A5, A6-A and A6-B.  Because Class A5 is comprised of nine
different issuances of Prepetition Bonds that are held in
different manners, special Instructions and Subscription
Acceptance Forms are required for each type of issuance.  

In addition to procedures relating to Classes A6-A and A6-B, the
Debtors came up with three different distribution procedures for
Class A5 to accommodate the different manner in which the
Prepetition Bonds are held:

A. Class A5

   1. Registered Bondholder

      The Subscription Documents for Eligible Holders in Class A5
      will be sent directly to the Prepetition Bonds' registered
      owners that are identified in the Debtors' books and
      records as of the Rights Offering Record Date.  If those
      holders wish to participate in the Rights Offering, they
      must complete and return their Subscription Acceptance
      Forms directly to the Financial Balloting Group and make
      their subscription payments directly to Owens Corning.

   2. Street Name Bond

      The Financial Balloting Group will also act as agent in
      connection with the Rights allocated with respect to any
      bonds held in street name through the Depository Trust
      Company.  The Debtors expect that DTC will allocate the
      Rights through its Automated Subscription Offer Program in
      accordance with the Pro Rata Multiplier for each issuance
      of bonds.  A sufficient number of Subscription Documents
      will be provided to the Nominees.  The Nominees will then
      distribute the Subscription Documents to the beneficial
      holders of the Prepetition Bonds.  If the beneficial
      holders wish to participate in the Rights Offering, they
      must return their properly completed Subscription
      Acceptance Form to their Nominees, in turn, will submit
      instructions through ASOP, and DTC will provide ASOP
      instructions to the Financial Balloting Group and will
      arrange for proper payment to Owens Corning.

   3. Bearer Bond

      With respect to Eligible Holders in Class A5, the Debtors
      are unaware of the identities of most of the holders.  
      Therefore, the Debtors plan to provide publication notice
      regarding the Rights Offering so that the holders will have
      notice of the Rights Offering and instructions on where to
      obtain the Subscription Documents.

      The holders of the bearer bonds must return the applicable
      Subscription Acceptance Document to Financial Balloting
      Group, deposit their bonds in an acceptable depositary and
      transfer the subscription payment directly to Owens
      Corning.

B. Classes A6-A and A6-B

   With respect to the Eligible Holders in Classes A6-A and A6-B,
   the Subscription Documents will be sent directly to each
   Eligible Holder in this category.  The holders must return the
   applicable Subscription Acceptance Form to Omni Management and
   transfer the subscription payment directly to Owens Corning.

                   Form of Subscription Documents

The Debtors will provide each Eligible Holder in Classes A5, A6-A
and A6-B with (a) a set of Instructions and (b) a Subscription
Acceptance Form.  The Debtors believe that their proposed forms
of Subscription Documents are:

   -- fair and reasonable;

   -- fairly designed to enable an Eligible Holder to determine
      whether or not to exercise its Rights to participate in the
      Rights Offering;

   -- consistent with other documents approved in other large
      chapter 11 cases.

The Debtors seek the Court's permission to distribute the
Subscription Documents to Eligible Holders together or
concurrently with the Solicitation Packages, if necessary, or at
a later time prior to the Effective Date as may be deemed
appropriate by the Debtors, the other Plan Proponents and J.P.
Morgan.

Given the nature of the Subscription Documents, the Debtors
further ask the Court to supplement the Solicitation Procedures
Motion to:

   -- include the procedures for distributing the Subscription
      Documents to Eligible Holders concurrently with the
      Solicitation Packages in the solicitation procedures, if
      and as necessary;

   -- include the procedures for determining the extent to which
      the holders of claims in Classes A5, A6-A and A6-B that
      have not yet been determined to be Allowed Claims may
      participate in the Rights Offering; and

   -- permit the Debtors to distribute the forms of the
      Subscription Documents in accordance with those procedures.

The Court exculpates the Debtors, J.P. Morgan Securities Inc. and
the syndicate of investors who are ultimate purchasers under the
Equity Commitment Agreement, from all obligations, suits, damages
or causes of action now existing that any party may have based
any act or omission associated with their participation
contemplated by the Rights Offering, other than:

   a. the Debtors' obligations provided in the Instructions and
      Subscription Acceptance Form;

   b. the Debtors' obligations to repay or return any Total
      Purchase Price payments;

   c. J.P. Morgan's contractual liability to the Debtors pursuant
      to the Equity Commitment Agreement;

   d. J.P. Morgan's and the Ultimate Purchasers' contractual
      obligations to each other under the Syndication Agreement;
      and

   e. for bad faith, gross negligence or willful misconduct.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--    
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 136; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PARKWAY HOSPITAL: Wants Plan-Filing Period Extended to Aug. 30
--------------------------------------------------------------
The Parkway Hospital, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York in Manhattan for permission to
extend its exclusive periods to:

   a) file a plan until Aug. 30, 2006; and
   b) solicit acceptance of that Plan until Oct. 30, 2006.

The Debtor says it needs more time to negotiate settlements with
significant creditors.

The Debtor also says it has been distracted by several complex
issues, including but not limited to:

   (a) addressing significant employee issues, including
       negotiations with the union and certain benefit issues;

   (b) negotiating and exchanging information with the Committee;

   (c) addressing executory contract and lease issues;

   (d) retaining professionals;

   (e) negotiating settlement with certain significant government
       litigation creditors;

   (f) negotiating with potential lenders concerning financing
       opportunities;

   (g) negotiating a resolution of the Debtor's obligations to its
       union and employee benefit funds;

   (h) negotiating a plan of reorganization term sheet with the
       Committee; and

   (i) responding to attempts by a certain creditor to foreclose
       on certain property the Debtor intends to use as a source
       of funding for its plan of reorganization.

The Debtor says these issues place heavy demands on its management
and personnel.

The Debtor believes that the Committee is close to signing the
term sheet proposed by the Debtor allowing it to propose a
consensual plan of reorganization.  The Debtor and the Committee
are narrowing down the issues that remain outstanding and the
Debtor expects that they will be resolved shortly.

The Debtor is also negotiating with the 1199/SEIU United
Healthcare Worker East to resolve certain open issues in
connection with its Collective Bargaining Agreement.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  The firm of Alston & Bird LLP serves as
substitute bankruptcy counsel to the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PARMALAT USA: Bondi Seeks Permanent Injunction on Ancillary Cases
-----------------------------------------------------------------
Dr. Enrico Bondi, as authorized foreign representative of Parmalat
Finanziaria S.p.A. and certain of its affiliates, asks the U.S.
Bankruptcy Court for the Southern District of New York to enter a
permanent injunction order in Parmalat's ancillary proceedings
pursuant to Section 304 of the Bankruptcy Code.  Dr. Bondi also
submitted with the Court a memorandum of law supporting his
permanent injunction request.

Dr. Bondi believes that the grant of permanent injunctive relief
to the Foreign Debtors is warranted under the Section 304(c) of
the Bankruptcy Code.  The Permanent Injunction Order gives full
force and effect in the United States the terms of the proposed
composition with creditors under Parmalat's Restructuring Plan and
channels the assertion of claims against the Foreign Debtors to
Italy.

Granting comity to the Foreign Debtors' Italian insolvency
proceeding is justified and deserved in light of, among other
things, the significant procedural due process afforded to all
creditors of the Foreign Debtors by applicable Italian law, as
well as the Italian reorganization scheme which sufficiently
comports with U.S. principles of bankruptcy law, Marcia L.
Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New York,
asserts.

Section 304(c), Ms. Goldstein notes, lists factors that a U.S.
Bankruptcy Court should consider when determining whether to grant
a request for injunctive or other relief under Section 304(b):

   * just treatment of all holders of claims against or interests
     in the estate;

   * protection of claim holders in the United States against
     prejudice and inconvenience in the processing of claims in
     the foreign proceeding;

   * prevention of preferential or fraudulent dispositions of
     property of the estate;

   * distribution of proceeds of the estate substantially in
     accordance with the order prescribed by the Bankruptcy Code;

   * comity; and

   * if appropriate, the provision of an opportunity for a fresh
     start for the individual that the foreign proceeding
     concerns.

Ms. Goldstein asserts that the Italian Proceeding is deserving of
comity in that, among others, the Proceeding has progressed
smoothly, efficiently and under the watchful oversight of the
Civil and Criminal Court of Parma, in Italy.  Moreover, she
continues, Italian insolvency law:

   -- provides proper protections to all parties-in-interest;

   -- has many similarities with plenary cases under Chapter 11
      of the Bankruptcy Code; and

   -- is not in any way repugnant to U.S. law or policy.

According to Ms. Goldstein, similar to the automatic stay in the
U.S. Bankruptcy Code, the Italian automatic stay ensures the
orderly administration of the Foreign Debtors' estates by
preventing the commencement or continuation of a wide range of
actions against the Foreign Debtors on account of prepetition
debts.

The Italian Proceeding, Ms. Goldstein maintains, affords just
treatment to creditors.  The Italian Proceeding does not cause
prejudice or inconvenience to U.S. Creditors.

The Italian Proceeding has afforded sufficient notice of material
events to creditors of the Foreign Debtors to ensure the adequacy
of procedural safeguards for all creditors, Ms. Goldstein says.  
The U.S. creditors, she continues, have also not suffered any
particularized harm or inconvenience by liquidating their claims
in the Italian Proceeding.

Italian insolvency law includes provisions that enable the Foreign
Debtors to "claw-back" or set aside transactions that, among
others, unfairly favor a creditor at the expense of other
creditors.  Hence, applicable Italian law also provides for the
prevention of prepetition preferential or fraudulent
dispositions.

Additionally, Ms. Goldstein asserts, distribution of proceeds
under the Composition is substantially in accordance with the
priorities prescribed in the U.S. Bankruptcy Code.  Pursuant to
the Composition:

   -- creditors holding secured claims are satisfied in full, in
      cash;

   -- creditors holding fully admitted general unsecured claims
      receive pari passu distributions of share of Reorganized
      Parmalat stock based on the applicable recovery ratios; and

   -- holders of equity interests in the Foreign Debtors do not
      receive any distribution.

Accordingly, Dr. Bondi asks Judge Drain for a permanent injunctive
relief under Section 304 on the terms and conditions set forth in
the proposed Permanent Injunction Order.

"[E]ntry of a permanent injunction . . . signifies the conclusion
of a critical component of the largest reorganization proceeding
ever administered in Italy, Ms. Goldstein says.  "This relief will
serve as a significant step towards ensuring the success of
Parmalat's reorganization under Italian insolvency law."

A full-text copy of the proposed Permanent Injunction Order is
available for free at http://researcharchives.com/t/s?e22

The U.S. Bankruptcy Court will convene a hearing on Sept. 12,
2006, at 10:00 a.m., to consider entry of the Permanent
Injunction.

Any objection to the entry of the proposed Permanent Injunction
must be filed and served on counsel for the Foreign Debtors by
August 14, 2006.  Responses to the objections, if any, must be
submitted by September 5.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 74; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PERINI CORP: Moody's Withdraws Senior Notes' B2 Ratings
-------------------------------------------------------
Moody's Investors Service withdrawn the existing ratings of Perini
Corporation, including the B1 Corporate Family Rating.   This
action follows Perini's announcement on May 31 that it had pulled
the offering of its proposed $100 million of Senior Notes.

These ratings have been withdrawn:

   * B1 Corporate family rating;
   * B2 Guaranteed senior notes due 2013;
   * SGL-3 Speculative grade liquidity rating.

Headquartered in Framingham, Massachusetts, Perini is a general
contractor and construction design company that operates three
segments: Building, Civil, and Management Services.  Total
revenues for the year ended December 31, 2005 were approximately
$1.7 billion.


PHIBRO ANIMAL: Receives Requisite Consents for Three Senior Notes
-----------------------------------------------------------------
Phibro Animal Health Corporation and PAHC Holdings Corporation,
its parent, in connection with the tender offers by them for any
and all 13% Senior Secured Notes due 2007 issued by PAHC and
Philipp Brothers Netherlands III B.V., 9-7/8% Senior Subordinated
Notes due 2008 issued by PAHC and 15% Senior Secured Notes due
2010 issued by Holdings, as well as related solicitations of
consents to amend the indentures governing the Existing Notes,
PAHC and Holdings have been advised that, as of 5:00 p.m. New York
City time on July 14, 2006, holders of a majority in aggregate
principal amount of each of the 13% Notes, 9-7/8% Notes and 15%
Notes had validly tendered and not withdrawn their notes and had
provided their consents to effect the proposed amendments to these
indentures.

Based upon receipt of the requisite consents and in order to
effect the proposed amendments to the related indentures, PAHC,
Philipp Brothers Netherlands III B.V. and Holdings will promptly
execute and deliver supplemental indentures to the respective
indentures which will eliminate substantially all of the
restrictive covenants and certain events of default and amend
certain other provisions contained in the indentures.  The
supplemental indentures reflecting the proposed amendments to the
indentures will not, however, become operative unless and until
each of PAHC and Holdings accept the Existing Notes for purchase
pursuant to the respective tender offers.  Notes may be tendered
pursuant to the tender offers until 11:59 p.m., New York City
time, on July 28, 2006.

PAHC also reported the total consideration for 13% Notes validly
tendered in the tender offer.  The total consideration will be
$1,034.75 for each $1,000.00 principal amount of 13% Notes
purchased pursuant to the tender offer, plus accrued and unpaid
interest up to, but not including, the date of payment.  The total
consideration includes a consent payment of $10 per $1,000
principal amount of 13% Notes.  The total consideration for each
$1,000 principal amount of 13% Notes validly tendered and accepted
for purchase was determined, based upon an expected payment date
of July 31, 2006, by reference to the bid-side yield of the 2.875%
U.S. Treasury Note due Nov. 30, 2006.  The detailed methodology
for calculating the total consideration for the 13% Notes is
outlined in the Offer to Purchase and Consent Solicitation
Statement dated June 30, 2006.  Holders of the 13% Notes who have
validly tendered and not withdrawn their Notes pursuant to the
tender offer at or prior to 5:00 p.m., New York City time, on
July 14, 2006 will be eligible to receive the total consideration.  
Holders who validly tender their 13% Notes after such time will
not be eligible to receive the consent payment.

PAHC and Holdings have retained UBS Securities LLC to act as
Dealer Manager in connection with the tender offers and consent
solicitations.  Questions about the tender offers and consent
solicitations may be directed to the Liability Management Group of
UBS Securities LLC at (888) 722-9555 x4210 (toll free).  Requests
for copies of the Offer to Purchase and Consent Solicitation
Statement and related documents, and assistance relating to the
procedures for delivering Existing Notes and consents may be
obtained by contacting the Information Agent and Depositary:

      MacKenzie Partners, Inc.
      Telephone (212) 929-5500 (collect)
      Toll Free (800) 322-2885

Headquartered in Ridgefield Park, New Jersey, Phibro Animal Health
Corporation -- http://www.philipp-brothers.com/-- manufactures    
and markets a broad range of animal health and nutrition products,
specifically medicated feed additives and nutritional feed
additives, which it sells throughout the world predominantly to
the poultry, swine and cattle markets.  MFAs are used preventively
and therapeutically in animal feed to produce healthy animals.  
PAHC is also a specialty chemicals manufacturer and marketer.

At March 31, 2006, Phibro Animal Health Corporation's balance
sheet showed a $48,865,000 stockholders' deficit compared to a
$44,924,000 deficit at June 30, 2005.

                          *     *     *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service assigned a B3 rating to the proposed new
senior unsecured note offering of Phibro Animal Health
Corporation.  At the same time, Moody's affirmed the existing
ratings of Phibro, including the B2 corporate family rating.  
The rating outlook is stable.


PLATFORM LEARNING: U.S. Trustee Objects to Hiring of Argus Mgt.
---------------------------------------------------------------
Diana G. Adams, the acting U.S. Trustee for Region 2, asks the
U.S. Bankruptcy Court for the Southern District of New York to
deny Platform Learning Inc.'s request to employ Argus Management
Corporation as its financial advisor and interim chief financial
officer.

As reported in the Troubled Company Reporter on July 21, 2006, the
Debtor asked the Court for permission to employ Argus Management
as its financial advisor and chief financial officer, nunc pro
tunc to June 21, 2006.

The main thrust of the U.S. Trustee's objections concerns Argus'
request for monthly interim compensation, at an 80% payment rate,
with a concomitant 20% hold-back.  The Trustee argues that neither
the economics, the debt structure, the size, the brevity, nor the
contemplated outcome of the Debtor's case justify any monthly
payments to professionals.

The Trustee reminds the Court that monthly compensation in
reorganization cases is a privilege usually reserved for
protracted, large and complex reorganization cases.  She says that
in light of the edicts of Section 331 of the Bankruptcy Code,
however, neither the Firm nor any other professionals should
assume they will receive or deserve monthly compensation in all
chapter 11 cases.

The Debtor's bankruptcy case is one where monthly professional
compensation should not be granted since, in her estimation,
secured creditors are proposed to receive only a 20% to 40%
return, the Trustee asserts.

Additionally, the Trustee has objected to the sale of the Debtor's
assets, and an open-market sale process has not yet begun.  A plan
and a disclosure statement have not yet been filed, and the
indications are that the Debtor's case should not last relatively
long, the Trustee relates.  She concludes that all professional
compensation in this case should occur only after the results of
this relatively new case have become more certain.

                       About Platform Learning

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides comprehensive  
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, which ensures that all children can
become successful students by providing appropriate support,
motivation and curriculum tailored to their individual needs.

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.


PLYMOUTH RUBBER: Court Approves Modified 2nd Amended Ch. 11 Plan
----------------------------------------------------------------
The Honorable Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts confirmed the Modified Second Amended
Joint Plan of Reorganization filed by Plymouth Rubber Company,
Inc., and Brite-Line Technologies, Inc., and their Official
Committee of Unsecured Creditors.

The confirmation sealed the agreement entered between the Debtors
and LaSalle Bank, N.A., ending months of dispute over claims
treatment.  LaSalle filed its own competing Plan in June 6, 2006.  
Further negotiations ended the feud and prompted the Plan
modifications.

Victor Bass, Esq., at Burns & Levinson LLP in Boston,
Massachusetts, recalled that on May 16, 2006, the Debtors and the
Committee filed their Plan.  It was circulated for solicitation of
votes of various creditor classes, with a  June 26, 2006, response
deadline.  The Plan was accepted by the requisite majorities of
all impaired creditor classes, except for LaSalle Bank, which
voted against and objected to the Plan.

After a series of hearings on the Plan confirmation, on July 11,
2006, the Plan Proponents and LaSalle reached an agreement,
resolving LaSalle's objection to the Plan, and paving the way for
Plan confirmation of a consensual plan, provided that certain non-
material modifications to the Plan were to be implemented.  

The proposed modifications to the Plan relate to:

   (a) a change in the equity investor who is to fund the
       investment capital for (and will receive the ownership
       interest in) the Debtors in the reorganization;

   (b) modification of LaSalle's claim;

   (c) further detail on the proposed disposition of the
       Debtors' real estate;

   (d) modification of the relative positions of the various
       secured creditors in light of the Court's approval of
       settlements of certain disputes as to priorities among
       those creditors; and

   (e) change of the conditions required for the triggering of the
       Plan Effective Date.

The Plan Proponents believe that the consensual resolution fosters
the reorganization of the Debtors' businesses and maximizes the
recovery available to all creditors.

Moreover, the Plan Proponents believe that the modifications are
non-material in that they either do not adversely affect the
rights of any creditors.

            Change of Equity Investor and Investment

The Plan provided that Clarendon Capital Group, LLC, would receive
100% of the new equity interests in Reorganized PRC (the equity of
B-L is held entirely by PRC, its parent company) in exchange for
its $2 million investment.  The modification to the Plan provides
that a different investor, Long Dash PRC, LLC, will provide the
required equity investment, in the increased mount of $3 million.   
Long Dash would receive all new equity interests in PRC and
replace Clarendon as the sole shareholder of Reorganized PRC.

Long Dash was created and will be substantially funded by
Chrysalis Capital LLC, an organization based in Philadelphia.   
Chrysalis invests in distressed businesses and operates to help
bring businesses to profitability.  Rather than being a

single-purpose entity, such as Clarendon, Chrysalis has invested
in a number of distressed companies.  Chrysalis also has
significant funding resources including an "eight figure" line of
credit with Citizens Bank.

Chrysalis will own a substantial majority interest in Long Dash.  
Maurice Hamilburg, Debtors' current President, a Director and a
shareholder of PRC, will receive a minority interest in Long Dash
(he was also to be a minority investor in Clarendon) in exchange
for his personal funding of that equity interest.

After the Effective Date:

   (a) Messrs. Gregory Segall, Paul Halpern (both currently
       principals of Chrysalis) and Maurice Hamilburg will serve
       as the members of the Reorganized Debtors' Boards of
       Directors; and

   (b) the Debtors' existing officers will continue to serve as
       directors, other than Joseph Hamilburg, who will no longer
       serve as Chairman and Chief Executive Officer.  Maurice
       Hamilburg will assume the position as Chief Executive
       Officer, as well as President.

       Modification of the Treatment of the LaSalle Claim

The agreement contemplates that the PRC real estate, on which
LaSalle holds a first mortgage, would become subject to a Section
363 sale (one of the alternate dispositions provided in the Plan)
in accordance with certain procedures and timetables, and the

$3.5 million secured creditor note that was to be issued to
LaSalle would be sold by LaSalle to Long Dash (or a related
entity).  However, failing a timely and adequately priced real
estate sale, LaSalle would retain all of its rights under the
secured creditor note, and would further be entitled to relief
from stay as against its collateral granted under its prepetition
loan documents.

The Debtors disclosed that a stalking horse buyer has offered to
buy the PRC real estate for $4,312,500.  LaSalle has agreed to
proceed with that sale process, provided that a closing on the
sale of this real estate occurs by Aug. 31, 2006, and LaSalle
receives net sales proceeds of not less than $4 million.  The
current proposed sale is expected to yield an adequate payout for
this purpose.  If, however, the anticipated sale does not yield
net proceeds of at least $4 million, LaSalle has agreed to a
second round of bidding in a Section 363 sale, and will extend its
deadline for the repayment until Oct. 17, 2006.

While LaSalle has agreed to withhold its right to credit bid in
the first proposed auction, it would retain the right to a credit
bid if the property will go to a second auction.  If a sale cannot
commence under these conditions, LaSalle could then foreclose on
the property.  LaSalle would then also have the right to pursue
confirmation of the plan of liquidation it proposed.

The parties also have agreed to treat the LaSalle claim as allowed
in the amount of $14,174,690.  Around $11.3 million of which is
deemed an allowed secured claim, and $2.9 million is deemed an
allowed unsecured claim.  LaSalle's allowed secured claim will
bear interest at the rate of Prime + 3-3/4%, rather than at the
rate of Prime + 1-3/4% as provided in the Plan.  Finally, LaSalle
will be deemed to hold an allowed 507(b) claim in the amount of
$600,000 arising out of the use of its cash collateral, provided,
however, that the claim will be deemed converted to an unsecured
claim under the Plan, as modified, increasing LaSalle's allowed
general unsecured claim to $3.5 million.  The Debtors believe that
the increased interest rate will not materially adversely affect
the interests of any other creditor, insofar as the dollar amount
of that increase is fairly limited (i.e. 2% of $3.5 million =
$70,000 on an annual basis).  In any event, to avoid any impact on
the residual payments to be made to the unsecured creditors on
their income note under the Plan, the parties have agreed that the
calculation of "Available Cash Flow", which determines the amount
to be paid to the unsecured creditors under that note, will not be
affected by the increase in the interest rate under the senior
secured creditor note.  Thus, the Plan Proponents believe that
this modification should be deemed to be non-material.

        Resolution of Priorities Among Secured Creditors

As noted in the Disclosure Statement, the Debtors' secured
creditors -- LaSalle, General Electric Capital Corporation, TD
BankNorth, NA, and the Pension Benefit Guaranty Corporation --
have been engaged in two adversary proceedings which concern
disputed priorities in the lien positions and security interests
in the Debtors' assets.  At the start of the confirmation
hearings, the parties reached settled the dispute and agreed that
PBGC would hold a first priority against the PRC assets in the
amount of $5.2 million, LaSalle would be subordinate to PBGC on
the PRC assets, and GECC and BankNorth would hold senior security
interests in the PRC equipment, which for purposes of confirmation
of the Plan, as modified, is stipulated to have a value of

$4 million.  This resolution will remove the need for the
establishment of a secured creditor trust, which was created for
the purpose of holding and disbursing funds to these secured
creditors until the priority dispute was resolved.  Further,
pursuant to the agreement with LaSalle, its 1111(b) election is
withdrawn and, therefore, this Trust is no longer needed to hold
payments that would be made to LaSalle if it so elected under the
Plan.

             Change of "Effective Date" of the Plan

Finally, a change is made in the Plan which sets the Plan
"Effective Date" at the day following a timely closing on the sale
of the Debtor's real estate (as may be extended) and the funding
of the Debtor from its debt and equity sources, and which no
longer makes the Plan "Effective Date," as defined in Section
2.32, contingent upon there being no pending appeal or certiorari
proceeding but, instead, avoids any delay in the Effective Date if
no stay of confirmation has been obtained.

                   About Plymouth Rubber

Headquartered in Canton, Massachusetts, Plymouth Rubber Company,
Inc., manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  John J.
Monaghan, Esq., at Holland & Knight LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
between $10 million to $50 million.


PORTRAIT CORPORATION: Hires Thomas L. Garret, Jr. as EVP and CFO
----------------------------------------------------------------
Portrait Corporation of America, Inc., hired Thomas L. Garrett,
Jr. as its new Executive Vice President and Chief Financial
Officer, effective July 24, 2006.

Mr. Garrett, 52 years old, has served as the Executive Vice
President and Chief Operating Officer of Churchill Mortgage
Corporation/Nations Home Funding, Incorporated, a residential
mortgage company, since 2003.

In 2001, Mr. Garrett served as Senior Vice President and Chief
Financial Officer for LTV Steel.  From 1996-2000 he worked for
Service Merchandise Company, a jewelry and home products retailer,
serving as its Senior Vice President and Chief Financial Officer
from 1999-2000 and its Treasurer from 1996-1998.  Prior to joining
Service Merchandise, Mr. Garrett served as Treasurer for Magma
Copper Company for four years and with The Goodyear Tire & Rubber
Company for sixteen years in various treasury management
positions.

The Company disclosed that the employment agreement provides that
Mr. Garrett will serve as Executive Vice President and Chief
Financial Officer on an 'at will' basis.  His annual base salary
is $265,000 per year, subject to annual review and is eligible to
receive a bonus of 50% of base salary based upon the achievement
of his defined performance goals.  The Company says that although
Mr. Garret was not involved in developing the Company's budget for
the fiscal year and will serve only a portion of the fiscal year,
he is guaranteed a $50,000 first year bonus.

Mr. Garrett is also granted options to purchase 50,000 shares, or
approximately 1.2%, of the Company's common stock, subject to the
terms of the Company's Stock Option Plan.  Of these options,
40,000 will be granted at an exercise price of $8.00 per share,
and the remaining 10,000 will be granted at an exercise price of
$26.50 per share, for an eight year exercise term.

The Company also disclosed that Mr. Garrett is entitled to
participate in the Company's benefit plan for executive employees
and he is also entitled to a minimum of 4 weeks of vacation per
year.  Mr. Garrett will also receive $60,000 as a moving
allowance.  

Portrait Corporation of America, Inc., provides professional
portrait photography products and services to children, adults and
families in North America.  The Company operates portrait studios
within Wal-Mart stores and Supercenters in the United States,
Canada, Mexico, Germany and the United Kingdom.  The Company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to church
congregations and other institutions.

                       Going Concern Doubt

Eisner LLP raised substantial doubt about Portrait Corporation of
America, Inc.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended Jan. 29, 2006.  The auditor pointed to the Company's
substantial net loss, negative working capital, stockholders'
deficiency, default of certain obligations, which were due on June
15, 2006 and insufficient liquidity to meet those obligations.


RUBEN DONADO: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ruben Donado
        Eidy Silebi Donado
        15340 Southwest 78 Place
        Miami, Florida 33157

Bankruptcy Case No.: 06-13290

Chapter 11 Petition Date: July 20, 2006

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Lynn H. Gelman, Esq.
                  1450 Madruga Avenue, Suite 302
                  Coral Gables, Florida 33146
                  Tel: (305) 668-6681

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
High Yield Plus, Inc.                                  $1,500,000
c/o de la Pena & Associates, P.A.
601 Brickell Key Drive, Suite 705
Miami, FL 33131

Washington Mutual                  Mortgage              $920,976
P.O. Box 1093
Northridge, CA 91328

BP-Auto                                                   $90,046
Carr 176 Km 1.3 Cu.
Rio Piedras, PR 00926

BMW Financial Services                                    $62,356
5515 Parkcenter Cir.
Dublin, OH 43017

Amex                                                      $57,752
P.O. Box 297871
Fort Lauderdale, FL 33329

Ford Cred.                         Automobile             $38,109

Sallie Mae 3rd Pty. Lsc.           Educational            $11,034

Chase                                                      $5,132

Citi                                                       $3,904

Gemb/Brandsmart                    Charge Account          $3,986

HSBC/Saks                          Charge Account            $726

Islandfin                          Charge Account            $454

Wffnatbank                         Charge Account            $225


RUSSELL-STANLEY: Has Until November 30 to Object to Claims
----------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S Bankruptcy Court for the
District of Delaware extended until Nov. 30, 2006, the period
within which Ringo USA Holdings, Inc., fka Russell-Stanley
Holdings, Inc., can file objections to claims.

Kayalyn A. Marafioti, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, informs the Court that the Debtor is in the process of
analyzing claims and believes that most of the claims have been
paid or otherwise resolved in the ordinary course of business.

Ms. Marafioti says the extension will allow the Debtor to
facilitate continued consensual resolution of proofs of claim.

Headquartered in Bridgewater, New Jersey, Russell-Stanley
Holdings, Inc. -- http://www.russell-stanley.com/-- is North       
America's largest plastic drum manufacturer, second largest steel
drum manufacturer, and a leading industrial container supply chain
management company.  The Company and its affiliates filed for
chapter 11 protection on Aug. 19, 2005 (Bankr. D. Del. Case No.
05-12339).  Mark S. Chehi, Esq., and Sarah E. Pierce, Esq.,
Kayalyn A. Marafioti, Esq., Frederick D. Morris, Esq., and Bennett
S. Silverberg, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


SATCON TECH: Inks $12 Mil. Financing Transaction with Investors
---------------------------------------------------------------
SatCon Technology Corporation(R) entered into a definitive
agreement for a $12 million private placement with institutional
investors.  First Albany Capital served as the placement agent for
the transaction.

"We greatly appreciate the tremendous vote of confidence in SatCon
that this financing represents from our new institutional
investors," stated David Eisenhaure, Chairman and CEO.  "The
capital infusion fulfills part of SatCon's overall financing
strategy and supports our plans for growth in our core businesses
of developing and manufacturing alternative energy products,
components for hybrid electric vehicles and advanced micro-
electronics.  Achieving this financing milestone will allow us to
accelerate the expansion of our alternative energy stationary
power business under the management of Clemens van Zeyl."

The Senior Secured Convertible Notes to be issued in the financing
will bear interest at the higher of 7% per annum or the six-month
LIBOR plus 3.5% and will be convertible into SATC common stock at
a conversion price of $1.65 per share, which represents a premium
of approximately 6% over the average closing price of the
Company's common stock for the last 5 trading days.  Subject to
certain conditions, the Company may elect to make payments of
interest or principal in cash or stock.  If interest is paid in
stock, the price per share will be at a 10% discount to the 5-day
volume-weighted average price of the Company's common stock prior
to the payment date.  If principal is paid in stock, the price per
share will be the lesser of the conversion price or a 10% discount
to the 5-day volume-weighted average price of the Company's common
stock prior to the payment date.

As part of this transaction, the Company will also issue warrants
to purchase 3,636,368 shares of common stock that are fully
exercisable at $1.815 per share six months from now and will
expire in July 2013.  Under certain circumstances, the Company can
force the exercise of these warrants, depending on the performance
of the Company's common stock.

In addition, the Company also granted the investors the option to
purchase up to an additional 3,636,368 shares of common stock of
the Company at $1.68 per share for a period of 90 business days
beginning the later of six months following the closing of this
financing or the date the Securities and Exchange Commission
declares effective the registration statement described below.  If
this option is exercised the Company will raise an additional
$6.1 million, and the investors will also receive additional
seven-year warrants to purchase a number of shares of common stock
equal to 50% of the number of shares of common stock purchased
upon exercise of the option; these additional warrants will have
an exercise price of $1.815 per share.  Under certain
circumstances, the Company can force the exercise of the option,
depending on the performance of the Company's common stock.

Pursuant to the terms of the agreement, 75% of the face amount of
the Notes is repayable in cash or stock as noted above, in 17
equal monthly installments beginning in the seventh month after
the closing.  Two years after the closing of the financing the
investors can elect to require repayment of the balance
outstanding or defer payment until the 60th month after the
closing.  The investors have the option to accelerate payments in
certain circumstances.  Under certain circumstances, the Company
will have the right to force conversion of the Notes into shares
of the Company's common stock, depending on the performance of the
Company's common stock.  Following one year from the effective
date of the registration statement, the Company may, under certain
circumstances, redeem the Notes at 120% of the outstanding
principal amount plus any accrued and unpaid interest.

Pursuant to the terms of the private placement, the Company is
required to file a shelf registration statement with the
Securities and Exchange Commission within 30 days after the
closing, registering the resale of the common stock underlying the
securities issued in the transaction.  The securities to be issued
in the private placement have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States in the absence of an effective registration
statement or an exemption from such registration requirements.

                      About SatCon

Based in Boston, Massachusetts, SatCon Technology Corporation
(Nasdaq NM: SATC) -- http://www.satcon.com/-- is a developer and  
manufacturer of electronics and motors for the Alternative Energy,
Hybrid-Electric Vehicle, Grid Support, High Reliability
Electronics and Advanced Power Technology markets.

                    Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 9, 2006,
Grant Thornton LLP expressed substantial doubt about SatCon
Technology Corporation's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
years ended Sept. 30, 2005 and 2004.  

Grant Thornton pointed to the Company's recurring losses from
operations.  In addition, the auditing firm noted the Company's
need to comply with certain restrictive covenants related to a
line of credit agreement.

During the fiscal year ended Sept. 30, 2005, SatCon Technology
incurred a $10.2 million net loss compared to an $11 million net
loss in the prior fiscal year.  For each of the past ten fiscal
years, the Company has experienced losses from operating its
businesses.  As of Sept. 30, 2005, the Company had an accumulated
deficit of approximately $137.9 million.


SEMGROUP LP: Moody's Holds B1 Rating on $350 Million Senior Notes
-----------------------------------------------------------------
Moody's Investors Service confirmed SemGroup, L.P.'s Ba3 corporate
family rating and its B1 rated $350 million of 8.75% guaranteed
senior unsecured notes due 2015; confirmed wholly-owned SemCrude,
L.P.'s Ba2 rated secured working capital borrowing base facility,
Ba3 rated and recently upsized revolving credit facility due 2010,
and Ba3 rated secured Term Loan B due 2010; and confirmed wholly-
owned SemCams Midstream Company's Ba3 rated Canadian Term Loan due
2010.  SemGroup guarantees the SemCrude and SemCams facilities.

The rating outlook is stable.  Moody's does note that SemGroup's
aborted acquisition of TransMontaigne would have resulted in a
downgrade of SemGroup unless the final funding package contained a
very substantial equity component.  Moody's expects SemGroup to
remain acquisitive.  The outlook and ratings would be vulnerable
to material acquisitions if SemGroup employed insufficient equity
acquisition funding.  

Moody's also notes that the current ratings would not support
materially higher levels of contango borrowings beyond current
proportions.  Generally, the ratings remain sensitive to
SemGroup's ability to successfully market, trade, and hedge its
activity through volatile spot and forward markets and execute
profitable marketing business through backwardated, transition,
and contango markets.

The confirmations conclude Moody's review of SemGroup's
ratings for possible downgrade, commenced March 31, 2006 when
it announced its pending acquisition of TMG.  That offer countered
a standing offer from Morgan Stanley to acquire TMG.  SemGroup's
initial bid was $800 million, which it subsequently raised to
approximately $900 million.  MS subsequently re-countered
SemGroup's bid for TMG.

In late June, SemGroup announced that it would not counter the
MS bid.  TMG's board accepted MS's final $905 million offer and
SemGroup received a $15 million break-up fee.

SemGroup's ratings reflect its increasingly large scale;
geographic and product diversification across multiple oil
and natural gas producing basins and marketing regions; the
advantages of its regional MidContinent operating intensity;
a sound performance outlook over the next twelve months;
management's execution of sound growth strategies; and moderate
leverage relative to EBITDA.

The ratings are also supported by:

   * strategically located pipeline, storage, and terminal assets;

   * a growing strategically important storage capacity at
     Cushing, Oklahoma, which should expose it to rising U.S.
     imported crude oil volumes; and

   * a sound record of hedging, adherence to hedging policy, and
     effective back office controls for its merchant marketing and
     hedged trading activity.

The ratings are also supported by the company's ongoing access to
private equity through sector-knowledgeable sponsors.

However, the ratings also reflect SemGroup's:

   * comparatively high proportion of volatile earnings sources;

   * negligible free cash flow after working capital growth and
     high hedge cash margin deposits due to rising crude oil,
     natural gas liquids, and refined product prices;

   * ongoing acquisition and releveraging risks; and

   * very high balance sheet leverage.

Moody's does note that substantial cash would be freed from
working capital and from margin deposits during a period of
sustained falling hydrocarbon prices.

The ratings are restrained by:

   * a still high proportion of the company's earnings coming from
     the volatile, working capital intensive, and credit-sensitive
     hedged crude oil trading and marketing segment;

   * high balance sheet leverage;

   * comparatively high leverage on cash flow when cash flow is
     normalized for the current high proportion of volatile
     contango earnings;

   * heavy 2006 capital spending to increase storage capacity,
     pipeline construction, and environmental spending; and

   * high on-going acquisition and acquisition funding risks.  

Moody's notes that a significant portion of SemGroup's pipeline
and storage throughput volumes are generated by itself in its pro-
active middleman hydrocarbon sourcing and marketing activity, both
as a principal and as an agent.

SemGroup's scale, diversification, and underlying core earnings
power have a profile in the Ba to possibly low Baa range, offset
by the large proportion of earnings and cash flow coming from the
volatile, high volume, thin margin, merchant marketing and hedged
trading segment and very high working capital and margin deposit
funding needs during periods of rising crude oil, natural gas
liquids, and refined product prices.  

Moody's notes that SemGroup's working capital needs would have
surged even more had natural gas prices not been on a downward
trend year-to-date.  SemGroup's leverage and event risk attendant
to its active acquisition program tend towards a mid-to-high
single B rating.

Moody's also notes that the nature of SemGroup's business and
assets and the interests of its private equity owners would appear
to make it likely that the firm may go public in the form of a
master limited partnership.  Heretofore, the ratings have
benefited by the fact that SemGroup has not been an MLP with the
attendant very high distributions of cash flow to unit holders.

An improving ratings outlook or an upgrade in the ratings would
require the company to:

   (1) continue with substantial diversification of its
       activities towards higher proportions of durable fee-based
       businesses without increasing leverage above current
       levels;

   (2) maintain its favorable marketing and trading cash flow
       trends through backwardated, transition, and contango
       markets during times of major increases or declines in the
       absolute prices of crude oil; and

   (3) continue to run a tight hedging and trading program.

SemGroup is headquartered in Tulsa, Oklahoma.


SILICON GRAPHICS: Goodwin Procter Represents Ad Hoc Committee
-------------------------------------------------------------
Allan S. Brilliant, a partner at Goodwin Procter LLP, informs the
U.S. Bankruptcy Court for the Southern District of New York that
his firm represents:

    -- the ad hoc committee of certain holders of 6.50% Senior
       Secured Convertible Notes, for themselves and on behalf of
       certain funds and managed accounts, under an Indenture
       dated December 24, 2003, by and between Silicon Graphics,
       Inc., and U.S. Bank National Association.  The members of
       the Ad Hoc Committee are:

         (i) Castle Creek Partner
             111 West Jackson Blvd, 20th Floor
             Chicago, IL 60614

        (ii) Morgan Stanley & Co. Incorporated
             750 Seventh Avenue
             New York, NY 10019

       (iii) Quadrangle Group LLC
             375 Park Avenue
             New York, NY 10152

        (iv) Symphony Asset Management LLC
             555 California Street, Suite 2975
             San Francisco, CA 94104-1503

         (v) Watershed Asset Management, LLC
             One Maritime Plaza, Suite 1525
             San Francisco, CA 94111

    -- the members of the Ad Hoc Committee in their capacity as
       DIP Lenders under the $70,000,000 Post-Petition Loan and
       Security Agreement, dated as of May 8, 2006, and the
       $130,000,000 Post-Petition Loan and Security Agreement.
       The lenders under the DIP Loan Agreement are:

         (i) Quadrangle Master Funding Ltd.
             c/o Quadrangle Group LLC
             375 Park Avenue
             New York, NY 10152

        (ii) Encore Fund, L.P.
             c/o Symphony Asset Management LLC
             555 California Street, Suite 2975
             San Francisco, CA 94104-1503

       (iii) Watershed Technology Holdings, LLC
             c/o Watershed Asset Management, LLC
             One Maritime Plaza, Suite 1525
             San Francisco, CA 94111

Mr. Brilliant relates that each member of the Ad Hoc Committee is
a creditor in the Debtors' Chapter 11 cases and collectively hold,
or manage or advise beneficial owners of, the notes issued under
the 6.50% Senior Secured Note Indenture in the aggregate principal
amount of at least $104,028,000.  All members of the Ad Hoc
Committee have purchased notes issued under the 6.50% Senior
Secured Note Indenture in the secondary market.

The Debtors have agreed to pay Goodwin's fees and disbursements
during the cases.  To date, the Debtors have not paid certain of
Goodwin's outstanding fees and expenses, Mr. Brilliant says.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Wants to Issue Credit Memos to Customers
----------------------------------------------------------
Shai Y. Waisman, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that instead of receiving cash refunds, customers who have
purchased products, warranties, or maintenance and support
contracts from Silicon Graphics, Inc., and its debtor-affiliates
have requested that credits be issued to their accounts with the
Debtors.  The Credit Memos may only be applied to the customers'
future purchases of the Debtors' products or services.

Historically, customers have requested Credit Memos for various
reasons, including:

    1. cancellation by the customer of a product order or a
       maintenance and service contract; and

    2. overpayment by a customer.

Generally, after a customer requests that a Credit Memo be issued,
the Debtors work with the customer to gather information and
analyze the validity of the customer's request.  Once the Debtors
validate the customer's Credit Memo request, the Debtors issue a
Credit Memo in the appropriate amount to the customer's account.  
The customer may then apply the Credit Memo towards future
purchases of the Debtors' products or services.

According to Mr. Waisman, the Debtors want to continue their
customer refund program and issue Credit Memos to customers to
ensure customer satisfaction, effectively compete with their
market, develop and sustain customer loyalty, improve
profitability, and generate goodwill for the Debtors and their
products.

Mr. Waisman tells the U.S. Bankruptcy Court for the Southern
District of New York that Credit Memos avoid the need to issue
cash refunds to customers, which are less likely to yield future
benefits to the Debtors, as customers are not obligated to use
their cash refund to make additional purchases from the Debtors.  
On the other hand, Credit Memos incentivize customers to continue
their business relationship with the Debtors as opposed to
purchasing similar products and services from a competitor.

At this time, the Debtors have reviewed and approved approximately
$100,000 worth of Credit Memo requests submitted prepetition,
which are currently outstanding.

By this motion, the Debtors seek the Court's authority to:

     -- continue their Refund Program, including the ordinary
        course practice of issuing Credit Memos to customers; and

     -- perform and honor their prepetition obligations under the
        Refund Program, including the issuance of approximately
        $100,000 in Credit Memos relating to refund credit
        requests received prepetition.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPECIALTYCHEM PRODUCTS: Wants Fort Dearborn as Financial Advisor
----------------------------------------------------------------
SpecialtyChem Products Corp. asks the U.S Bankruptcy Court for
the District Court of Wisconsin to employ Fort Dearborn Partners,
Inc, as its financial advisor and turnaround consultant, nunc pro
tunc to June 12, 2006.

Fort Dearborn is expected to:

     a) assist in the preparation of and timely filing of all
        reports, schedules and financial statements required by
        the bankruptcy code during the pendency of the case.

     b) assist in the preparation, monitoring and analysis
        of the Debtor's budgets and financial forecasts.

     c) assist in negotiations over the terms of a plan with
        an Official Committee of Unsecured Creditors which may
        be created.

     d) assist to Debtor's management in negotiations with
        vendors to obtain trade credit or other agreements.

     e) assist to Debtor's management in preparing materials
        describing the Debtor's business and prospects, and
        managing a sale process in the event such a course of
        action is adopted.

     f) provide testimony to the Court as required in support
        of Debtor's motions as they may be filed, including
        those related to the above described matters.

     g) assist to Debtor's management in negotiation with
        its current lender or other lenders regarding debtor-
        in-possession financing.

The Debtor tells the Court that the Firm's professionals rates
ranges from $200 to $ 450 per hour.  The Debtor says it has paid
the Firm a $50,000 retainer.  The Firm estimates that its total
fees for this engagement is between $150,000 to $300,000.

To The best of the Debtor's knowledge, the Firm does not hold
any interest adverse to the Debtor, its estate or creditors.

Headquartered in Marinette, Wisconsin, SpecialtyChem 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.


SPECIALTYCHEM PRODUCTS: Panel Taps Greenberg Traurig as Co-Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of SpecialtyChem
Products, Corp., asks the U.S. Bankruptcy Court for the Eastern
District of Wisconsin for permission to employ Greenberg Traurig,
L.L.P., as its bankruptcy counsel, nunc pro tunc to June 12, 2006

Greenberg Traurig is expected to:

     a) consult with the Debtor's professionals concerning the
        administration of this Case;

     b) prepare and review pleadings, motions and correspondence;

     c) appear and involve in proceedings before the Court;

     d) provide legal counsel to the Committed in its       
        investigation of the acts, conduct, assets, liabilities,
        and financial condition of the Debtor, the operation of
        the Debtor's business, and any other matters relevant to
        this Case;

     e) analyze the Debtor's proposed use of cash collateral and
        debtor-in-possession financing;

     f) advise the Committee with respect to its rights, duties
        and powers in this Case;

     g) assist the Committee in analyzing the claims of the
        Debtor's creditors and in negotiating with creditors;

     h) assist with the Committee's investigation of the acts,
        conduct assets, liabilities and financial condition of
        the Debtor and of the operation of the Debtor's business
        and any other matters relevant to this Case;

     i) assist and advise the Committee in its analysis of
        and negotiations with the Debtor or any third party
        concerning matters related to, among other things, the
        terms of a sale, plan of reorganization of other
        conclusion of this Case;
  
     j) assist and advise the Committee as to its communications
        to the general creditor body regarding significant
        matters in this Case;

     k) assist the Committee in determining a course of action
        that best serves the interest of the unsecured creditors;
        and

     l) perform other legal services as may be required under the
        circumstances of this Case and are deemed to be in the
        interests of the Committee in accordance with the
        Committee's powers and duties as set forth in the
        Bankruptcy Code.

Nancy A. Peterman, Esq., a shareholder of Greenberg Traurig, tells
the Court that the firm has agreed to reduce its hourly rates by
15% and waive any fees incurred on account of non-working travel
time for this engagement.

Ms. Peterman discloses that the firm's professionals will bill:

  Professionals               Designation     Discounted Rate
  -------------               -----------     ---------------
  Matthew T. Gensburg, Esq.   Shareholder          $463
  Nancy A. Peterman, Esq.     Shareholder          $463
  Sherri Morissette, Esq.     Associate            $357
  Yolanda Powell              Paralegal            $148

          Professional                  Discounted Rate
          ------------                  ---------------
          Shareholders                    $199 - $637
          Associates                      $110 - $408      
          Legal Assistants/Paralegals      $55 - $195

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

Ms. Peterman can be reached at:

     Nancy A. Peterman, Shareholder
     Greenberg Traurig, L.L.P.
     H.I.G Capital
     1001 Brickell Bay Drive 27th Floor
     Miami, Florida 33131
     Tel: (312) 456-8410
     http://www.gtlaw.com/
     
Headquartered in Marinette, Wisconsin, SpecialtyChem 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.


SUPERIOR GALLERIES: Sells Assets to DGSE Cos. for $14 Million
-------------------------------------------------------------
Superior Galleries, Inc., executed a definitive agreement to be
acquired by DGSE Companies, Inc. through the sale of all
outstanding stock of Superior Galleries, Inc. in a transaction
valued at $14 million.  The acquisition is intended to diversify
Superior's product lines, achieve cost efficiencies and bring
together two established and diversified tangible asset dealers.  
Superior's current facility will provide the combined enterprise
with a Beverly Hills, California location to expand DGSE's
jewelry, diamond and fine watch businesses.  Equally important
will be the combined strength of DGSE and Superior in the live and
internet auction sectors.

The acquisition agreement provides for the merger of Superior into
a wholly-owned subsidiary of DGSE Companies, Inc. in an all-stock
transaction that will be priced at a weighted average closing
price of DGSE's common stock for the 20 trading days prior to
closing, subject to a maximum issuance of 7,368,421 shares and a
minimum issuance of 4,307,692 shares of DGSE common stock.  Upon
successful completion of the acquisition, Superior shareholders
will own between 47% and 60% of the outstanding shares of the
combined entity.  Stanford Financial Group Company or one of its
affiliates will become the largest stockholder of DGSE.

The acquisition is subject to a number of closing conditions,
including Superior undergoing a major restructuring of its balance
sheet which will reduce its total outstanding debt by
approximately $5.5 million.  It is also contemplated that Stanford
Financial Group Company, Superior's primary lender and an
affiliate of Superior's largest stockholder, will provide a new
secured credit facility of $11.5 million with at least $6 million
available to DGSE and all of its subsidiaries.

Current DGSE management will be responsible for managing all
operations of the combined companies.  DGSE expects substantial
continuity in the Superior staff.  DGSE intends to expand the
Superior numismatic auction business, leveraging the extensive
experience and ongoing participation of its management team.  
Superior's current CEO, Silvano DiGenova, will remain with the new
enterprise as the Managing Director-Numismatics, and Larry Abbott
will remain as Executive Vice-President of Auctions and Sales at
Superior.

Through this acquisition Superior will become part of one of the
nation's largest rare coin firms.  Upon the completion of the
acquisition, the inventory at the current showroom facility of
Superior will be significantly expanded to include a full
inventory of jewelry, diamonds and fine watches.  Superior plans
to expand its dynamic Internet website -- http://www.SGBH.com/--
significantly and to integrate the website with DGSE's websites --
http://www.DGSE.com/http://www.USBullionExchange.com/
http://www.FairchildWatches.com/(Fairchild International), and  
http://www.CGDEInc.com/(Charleston Gold & Diamond Exchange).  

"As one of the largest stockholders of DGSE after this transaction
is completed, I am extremely pleased with this combination,"
Silvano DiGenova, current Chief Executive Officer of Superior
said.  "With enhanced capital and diversified operations supported
by expertise in auctions, retail, wholesale and Internet, we
should be able to make new advances in the coin, precious metals
and jewelry sectors.  Additionally, the combined entities will
enjoy economies of scale and the elimination of redundancy in
regulatory compliance expenses."

"I am excited at the prospect of expanding into new collectibles
auction categories, and continuing our successful growth in the
numismatic auction market," COO Larry Abbott commented.  "Our
recent May 2006 elite sale, with over $10.8 million in prices
realized, is a clear demonstration of the progress that Superior
has made in this market and of the momentum that we have created
going forward.  With the resources available to us through this
acquisition, and with the continued efforts of the first-rate
staff that we have assembled in the past year, we believe that we
can increase the size, number and types of auction that Superior
conducts."

"We view this transaction as a major opportunity for DGSE and its
shareholders," noted William H. Oyster, President and Chief
Operating Officer of DGSE Companies, Inc.  "The fastest growing
segment of our business has been the rare coin business and
acquiring Superior will give us depth of operations, experienced
personnel, and entry into the attractive auction sector.  With
revenues for the combined entities more than double our current
level, substantial financing in place and a history that can be
traced to 1930, we believe that the infrastructure is in place to
have a major impact on our revenues and earnings."

DGSE and Superior expect the acquisition to close late in October
2006, subject to the satisfaction or waiver of the various closing
conditions in the acquisition agreement.

                      About DGSE Companies

Headquartered in Dallas, Texas, DGSE Companies, Inc. (Nasdaq:DGSE)
-- http://www.dgse.com/-- wholesales and retails jewelry,  
diamonds, fine watches and precious metal bullion products and
rare coins to domestic and international customers through its
Dallas Gold and Silver Exchange and Charleston Gold and Diamond
Exchange subsidiaries and well as through the Internet and World
Wide Web.  DGSE also owns vintage watch wholesaler Fairchild
International, Inc.

                    About Superior Galleries

Superior Galleries, Inc. (OTCBB:SPGR) -- http://www.sgbh.com/--  
is a publicly traded company, acting as a dealer and auctioneer in
rare coins and other fine collectibles.  The firm markets its
products through its prestigious location in Beverly Hills,
California.  

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended March 31, 2005,   
filed with the Securities and Exchange Commission, Superior   
Galleries continues to report negative cash flows from operations   
and significant short-term debt which raise doubt about the   
Company's ability to continue as a going concern.  Singer Lewak   
Greenbaum & Goldstein LLP, in Los Angeles, the Company's auditors,   
expressed "substantial doubt about the Company's ability to
continue as a going concern" when they reviewed Superior   
Galleries' financial statements for the year ended June 30, 2004.  
Haskell & White LLP expressed similar doubts in 2003.


TEREX CORP: Inks New $900 Million Senior Lending Facility
---------------------------------------------------------
Terex Corporation entered into a new senior lending facility,
which includes a revolving line of credit of $700 million and new
senior term debt of $200 million.  The co-lead arrangers for the
new senior lending facility were Credit Suisse Securities (USA)
LLC, UBS Securities LLC and Citigroup Global Markets Inc.  Terex
utilized the proceeds of its new senior term debt and cash on hand
to pay in full its previously outstanding senior term debt of
approximately $229 million.

                     Senior Note Redemption

In addition, Terex will redeem the remaining $200 million
outstanding principal amount of its 10-3/8% Senior Subordinated
Notes due 2011, effective Aug. 14, 2006.  As set forth in the
indenture for these Notes, Terex will pay holders 105.188% of the
principal amount plus accrued and unpaid interest of approximately
$38.33 per $1,000 principal amount at the redemption date.  These
Notes were originally issued on March 29, 2001.

"Our new credit agreement is an important step forward in the
evolution of Terex's capital structure," stated Phil Widman,
Senior Vice President and Chief Financial Officer.  "Most
importantly, the new revolving credit facility provides the
liquidity that we need to efficiently manage our working capital
needs, and allows us to significantly reduce the large cash
balances with which we have historically operated.  In addition to
increased liquidity and an extended term, the new facility has a
lower cost compared to our previous senior lending arrangement.  
Completing the redemption of the 10-3/8% Notes was a major
component of our 2006 strategic plan and is a significant
accomplishment towards reaching our goal of eliminating high cost
debt from our capital structure."

Further, effective July 17, 2006, Terex's split of its common
stock was completed, and Terex common stock will trade on the New
York Stock Exchange reflecting the 2-for-1 stock split.

                        About Terex Corp.

Headquartered in Westport, Connecticut, Terex Corporation
(NYSE:TEX) -- http://www.terex.com/-- is a diversified  
manufacturer of construction, infrastructure and surface mining
equipment.

                          *     *     *

As reported in the Troubled Company Reporter on June 27, 2006,
Standard & Poor's Ratings Services raised the ratings on
construction equipment manufacturer Terex Corp. including the
corporate credit rating to 'BB' from 'BB-'.  In addition, ratings
were removed from CreditWatch where they were placed with positive
implications on June 7, 2006.

At the same time Standard & Poor's assigned its 'BB' loan rating
to Terex's proposed $900 million senior secured credit facilities
due in 2013.  The loan rating is the same as the corporate credit
rating.  The rating agency also assigned a recovery rating of '2'
indicating its expectation of substantial recovery in the event of
a default.  The ratings on the existing credit facilities will be
withdrawn when the new deal closes.  The outlook is stable.


TRANSFIRST HOLDINGS: Moody's Junks Rating on $120 Mil. Sec. Loan
----------------------------------------------------------------
Moody's Investors Service assigned a first-time corporate family
rating of B2 to TransFirst Holdings, Inc.  Moody's also assigned
B2 ratings to TransFirst's proposed senior secured term loan B
facility and senior secured revolving credit facility, and a Caa1
rating to its junior secured term loan facility.  The rating
outlook is stable.

TransFirst's ratings reflects:

   (i) modest scale as a provider of transaction processing
       services and payment technologies, with approximately
       $131 million in revenues net of interchange, card
       association dues and assessments, and residual fees,

  (ii) its high debt leverage,

(iii) the ongoing threat of competition from larger rivals,
       and

  (iv) moderate chargeback and client attrition levels following
       the Fifth Third portfolio acquisitions, although these
       have recently been trending favorably.

Conversely, supporting the company's credit quality are:

   (i) the diversity of its merchant portfolio,

  (ii) the predictability of its revenue stream from clients
       under multiyear contracts,

(iii) good levels of EBIT and EBITDA margins, and

  (iv) sustained positive free cash flow generation.

The B2 senior bank rating reflects the senior debt's first
priority lien on all personal and real property, including
customer contracts, and pledged capital stock and other equity
securities, as applicable, of each subsidiary.  

The Caa1 rating for junior secured term loan C reflects its second
priority lien on all personal and real property, including
customer contracts, pledged capital stock and other equity
securities, as applicable, of each subsidiary.

There could be upward pressure on the ratings should the company
experience:

   (i) sustained improved organic revenue growth with lower
       merchant attrition rates and chargebacks,

  (ii) increased profitability and free cash flow generation, and

(iii) a reduction in leverage with Debt to EBITDA less Capital
       Expenditures less pre-purchase of customer contracts
       declining to less than 5 times.

Conversely, the ratings could face downward pressure if:

   (i) TransFirst experiences sustained weakness in operating
       performance due to significant decline in revenues and
       operating profit,

  (ii) levels of chargebacks and merchant attrition rise due to
       increased competition,

(iii) TransFirst is unable to generate positive free cash flow,
       which subsequently reduces its liquidity and financial
       flexibility, and

  (iv) there is an increase in leverage, either due to further
       debt financed acquisitions or dividend recapitalization,
       without substantial improvement in operating performance.

These first time ratings were assigned:

   * Corporate family rating -- B2

   * $35 million senior secured revolving credit facility due
     2012 -- B2

   * $275 million senior secured term loan B credit facility due
     2012 -- B2

   * $120 million junior secured term loan C credit facility
     maturing 2013 -- Caa1

The rating outlook is stable.

Headquartered in Dallas, Texas, TransFirst Holdings, Inc. is
a merchant processor, providing a comprehensive platform of
transaction processing services and payment solutions for
merchants accepting credit cards, debit cards and other forms
of electronic payment.


TRANSFIRST HOLDINGS: S&P Rates $120 Million Second-Lien Loan at B-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Dallas, Texas-based TransFirst Holdings Inc., a
processor of credit card transactions for small to medium sized
merchants.  The outlook is negative.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and '2' recovery rating to the company's proposed $310
million of first-lien senior secured facilities, indicating that
lenders can expect substantial (80%-100%) recovery of principal in
the event of payment default.

The rating agency assigned its 'B-' bank loan rating and '5'
recovery rating to the proposed $120 million second-lien term
loan, indicating that lenders can expect negligible (0-25%)
recovery of principal in the event of payment default.

All ratings are based on preliminary offering statements and are
subject to review upon final documentation.

Proceeds will be used to refinance existing debt and redeem
preferred stock.

"The rating reflects the company's narrow business profile,
significant reliance on outsourced providers to generate new sales
growth, and the company's high leverage," said Standard & Poor's
credit analyst Lucy Patricola.

These factors partly are offset by its smooth integration of a
large acquisition and steady, predictable cash flow.

TransFirst serves the small to medium sized merchant niche in the
credit card processing industry.  While processing for small to
medium sized merchants remains one of the more profitable niches
within the industry, it is subject to considerable competition
from similarly sized and positioned companies.  Additionally,
other, larger and well-established competitors, such as First
Data, may enter the market.


TRISTAR HOTELS: Ch. 7 Trustee Hires Wendel Rosen as Bankr. Counsel
------------------------------------------------------------------
The Honorable Marilyn Morgan of the U.S. Bankruptcy Court for the
Northern District of California in San Jose authorized Carol Wu,
the appointed Chapter 7 Trustee of Tristar Hotels and Investments,
LLC, to employ Wendel, Rosen, Black & Dean LLP as her bankruptcy
counsel.

Wendel Rosen will:

   (a) perform legal services required to investigate, collect and
       liquidate estate assets;

   (b) review and analyze liabilities, if it appears that there
       will be distribution; and

   (c) take further actions as necessary to protect the interests
       of the estate.

A full-text copy of Wendel Rosen's hourly rates are available for
free at http://ResearchArchives.com/t/s?e1a

The Chapter 7 Trustee discloses that the Firm currently represents
scheduled creditor Miller Starr & Regalia in unrelated matters.  
In the event Miller Starr files a claim and a dispute arises or
the trustee files a complaint to avoid and recover alleged
transfers, the Firm will represent neither party.  The Chapter 7
Trustee says she will retain special counsel to investigate and
pursue any dispute or complaint.  Miller Starr has signed a waiver
of any conflict that Wendel may have.

The Chapter 7 Trustee assures the Court that Wendel, Rosen, Black
& Dean LLP does not represent interest adverse to the estate in
matters upon which the Firm is retained.

Headquartered in Mountain View, California, Tristar Hotels and
Investments, LLC, filed for chapter 11 protection on Sept. 13,
2005 (Bankr. N.D. Calif. Case No. 05-55789).  Steven J. Sibley,
Esq., at the Law Offices of DiNapoli and Sibley represented the
Debtor.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $10 million to
$50 million.  

On May 16, 2006, the Court converted the Debtor's case to a
chapter 7 proceeding and appointed Carol Wu as the Debtor's
Chapter 7 Trustee.  The law firm of Wendel, Rosen, Black & Dean
LLP represents the Chapter 7 Trustee.


UNISYS CORP: Moody's Downgrades Senior Unsec. Debt Rating to B2
---------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured and
corporate family debt ratings of Unisys Corporation to B2 from
Ba3.  The downgrade reflects a deterioration of credit metrics as
indicated by declining new business orders, widening operating
losses, and negative free cash flow through the company's Q2 2006
results reported July 19, 2006.  The outlook is negative.

Ratings downgraded:

   * Corporate Family Rating to B2 from Ba3
   * Senior unsecured rating to B2 from Ba3

The B2 rating incorporates IT services sector rating factors of
competitive position, cash flow, returns, financial leverage, and
liquidity.  While trailing twelve month services new business
order growth supports the company's competitive position and
suggests a slightly higher rating, the company's declining
technology hardware new business order performance, variable
services order growth, widening negative free cash flow, and
operating losses drive the B2 rating.

Orders for the technology business declined single digits while
services orders declined double digits year over year in the June
quarter.  Excluding restructuring charges and pension expense,
technology operating margins declined to about negative 8% in
sixth months ended June 2006 from positive levels in 2005, while
the services operating margin improved by a smaller increment to
slightly above break even.

The company's cash flow from operating activities weakened
year over year for the six months ended June 2006 by about
$257 million and capital expenditures were lower by $71 million,
resulting in negative $285 million of free cash flow for TTM June
2006 compared to negative $93 million free cash flow for TTM June
2005.  In Moody's view, the company's restructuring efforts are
unlikely to materially improve its financial operating performance
in the near to intermediate term.

The negative outlook reflects a negative trend in operating
metrics as indicated by pre restructuring charge and pension
expense operating losses, negative returns on assets net of cash,
negative free cash flow, and negative free cash flow to debt
adjusted for a five times multiple of operating leases and
underfunded pension liabilities.

For further details, refer to Moody's Credit Opinion for Unisys
Corporation.

Based in Blue Bell, Pennsylvania, Unisys Corporation is a
worldwide provider of IT services and technology hardware.


US SHIPPING: Expansion Program Prompts Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service placed all debt ratings of U.S. Shipping
Partners L.P. on review for possible downgrade -- Corporate Family
Rating of Ba3.  The review was prompted by USS' announcement of a
major fleet expansion program, the financing of which
contemplates:

   i) approximately $350 million of incremental debt to finance
      five new Articulated Tug Barge units, and

  ii) the creation of a joint venture to finance new product
      tankers.

In its review, Moody's will consider the effect of the
$350 million of incremental debt at USS, which will fund progress
payments on the ATB's and contributions to the joint venture over
the next 24 months.  Moody's will also assess the ability of the
company to manage multiple shipbuilding programs, as USS plans to
separately enter into a contract for the construction of at least
9 and at most 14 new Jones Act product tankers at another shipyard
for a total acquisition cost of between approximately $1.1 billion
and $1.6 billion.

Financing of these product tankers anticipates that USS will
contribute equity for a large minority interest in a joint venture
which will actually take delivery of the product tankers over
several years beginning in 2009.  As USS is likely to purchase or
charter-in the product tankers upon delivery to the joint venture,
Moody's will assess the impact of the USS support of the JV during
the vessel construction period, as well as the potential for an
increase in debt or lease obligations at USS once the product
tankers are completed.  

Moody's review will also consider the potential for the new ATB's
and product tankers to be employed at rates sufficient to service
related debt or lease obligations.

On Review for Possible Downgrade:

U.S. Shipping Partners, L.P.

   * Corporate Family Rating, Ba3
   * Senior Secured, Ba3

U.S. Shipping Partners L.P. is headquartered in Edison, New
Jersey.  The company owns and operates six integrated tug barge
units and four US flagged chemical tankers qualified for U.S.
Jones Act trading.


UTILITY CRAFT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Utility Craft, Inc.
        ta W.A. Home
        ta Utility Craft Furniture
        ta Furniture Clearing Center
        ta Wood Armfield Furniture
        460 South Main Street
        High Point, North Carolina 27260

Bankruptcy Case No.: 06-10816

Type of Business: The Debtor specializes in manufacturing
                  high quality furniture and accessories.

Chapter 11 Petition Date: July 20, 2006

Court: Middle District of North Carolina (Greensboro)

Debtor's Counsel: Christine L. Myatt, Esq.
                  J. David Yarbrough, Jr., Esq.
                  Nexsen Pruet Adams Kleemeier, PLLC
                  Suite 100, 701 Green Valley Road
                  P.O. Box 3463
                  Greensboro, North Carolina 27408
                  Tel: (336) 373-1600
                  Fax: (336) 273-5357

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Stanley Furniture Company        Trade Debt              $392,470
1641 Fairystone Park Highway
P.O. Box 30
Stanleytown, VA 24168

Century Furniture                Trade Debt              $281,243
P.O. Box 608
Hickory, NC 28603

BB&T                             Trade Debt              $285,673
Bankcard and Merchant Services
2713 Forest Hills Road
Wilson, NC 27894

Thomasville Furniture            Trade Debt              $237,985
P.O. Box 75120
Charlotte, NC 28275

American Express                 Trade Debt              $145,376
P.O. Box 297812
Fort Lauderdale, FL 33327-7812

Lexington Furniture Ind.         Trade Debt              $136,528

Broyhill Furniture               Trade Debt              $131,064

Bernhardt Furniture Company      Trade Debt              $130,704

American Drew                    Trade Debt               $88,391

Abdulrazzak Almahmoud            Customer Deposit         $74,471
Majda Alyatama                   on Furniture

Lazy Boy, Inc.                   Trade Debt               $72,356

Canadel Furniture Inc.           Trade Debt               $70,653

Rowe Furniture Corp.             Trade Debt               $70,140

Hickory Chair                    Trade Debt               $69,538

Wesley Hall Inc.                 Trade Debt               $66,282

Sherrill Furniture               Trade Debt               $64,298

Lane Furniture Industries, Inc.  Trade Debt               $60,401

La-Z-Boy Chair C.                Trade Debt               $56,679

Statton Furniture Mfg. Co.       Trade Debt               $53,820

Hekman Furniture - 6             Trade Debt               $53,288


VARIG S.A.: Sojitz Corp. Blocks Plea for Permanent Injunction
-------------------------------------------------------------
Sojitz Corporation of Japan asks the Honorable Robert D. Drain of
the U.S. Bankruptcy Court for the Southern District of New York
deny the request of Eduardo Zerwes, the Foreign Representative of
VARIG, S.A., and its affiliates, to convert the Preliminary
Injunction into a Permanent Injunction and direct the airline to
return its aircraft.

Sojitz, successor to Nissho Iwai Corporation, leases to VARIG two
Boeing model 767-300ER aircraft and two General Electric model
CF6-80C2B6F spare aircraft engines under a Lease Agreement dated
as of October 27, 1989, as amended.

Sojitz delivered on June 30, 2006, a formal demand letter to
VARIG in Brazil, its branch in Tokyo, Japan, and its U.S.
counsel, Pillsbury Winthrop Shaw Pittman LLP.  Sojitz demanded
that in compliance with the Contingency Return Plan, the Aircraft
Equipment be removed from commercial service and turned over
within 10 days from the date of the Demand Letter.

To date, the Foreign Debtors have failed to fully comply with the
terms of the Contingency Plan and the U.S. Bankruptcy Court's
July 5, 2006 Order requiring them to use their best efforts to
promptly implement the Contingency Plan, Alyssa Englund, Esq., at
Orrick, Herrington & Sutcliffe LLP, in New York, asserts.

The Contingency Plan requires that the Foreign Debtors will
within 10 days remove the aircraft from commercial service and
make the aircraft available at one of their principal maintenance
bases in Brazil.  Ms. Englund says the Aircraft Equipment were
not removed from service until July 12, 2006, two days past the
time allowed in the Plan.  To date, Sojitz has not been able to
obtain control of the Aircraft Equipment.

Despite requests, VARIG has not cooperated with Sojitz in timely
executing a termination agreement, which has placed the Aircraft
Equipment at risk of further loss, Ms. Englund tells the Court.  
Because VARIG Engineering and Maintenance will not provide Sojitz
with access to the Aircraft Equipment or allow Sojitz to take
control of the Aircraft Equipment, Sojitz is unable to protect
the Aircraft Equipment from being raided for parts by VARIG or
any other party.  Sojitz has been advised that parts have been
removed from certain of the Aircraft, Ms. Englund adds.

         Trustees Need Time to Implement Contingency Plan

U.S. Bank National Association, Wells Fargo Bank Northwest, N.A.,  
and Wells Fargo Bank Northwest, N.A., as aircraft trustees, ask
the Court to continue for another 30 to 45 days the hearing on
the Foreign Representative's request so they can continue to work
to implement the terms of the Contingency Plan.

The Aircraft Trustees have demanded return of three leased
aircraft.  Ann Acker, Esq., at Chapman and Cutler LLP, in
Chicago, Illinois, relates that the Trustees' representatives
have been working with VARIG and VEM towards a cooperative effort
to initiate and complete the Contingency Plan with respect to the
leased aircraft, including:

   -- the securing of the Aircraft;

   -- the grounding of the Aircraft where necessary;

   -- the assembly of Aircraft parts, engines, equipment and
      documents in an airworthy condition; and

   -- obtaining VARIG's cooperation in the deregistration and
      repatriation of the Aircraft.

"VARIG has maintained that it is proceeding with diligence to the
same objectives.  However, at least with respect to these three
Aircraft, the objectives of the Contingency Plan have not yet
been accomplished," Ms. Acker says.

                            About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


XYBERNAUT CORP: Inks Further Amendment to Secured Promissory Note
-----------------------------------------------------------------
Xybernaut Corporation, its debtor-affiliate Xybernaut Solutions,
and East River Capital LLC entered, on July 11, 2006, into an
Amendment No. 1 to the Amended and Restated Secured Promissory
Note, dated May 2, 2006.  The Amendment provides for a $100,000
loan to be used solely for payroll of the Debtors.

The Debtors and East River had entered into a Secured Promissory
Note dated as of March 23, 2006, on March 29, 2006.  On May 8,
2006, the Debtors and East River entered into the Amended and
Restated Secured Promissory Note, dated May 2, 2006.

Pursuant to Amendment No. 1:

    * Section 7 of the Amended Note provides that the Debtors will
      not use any portion of the loans other than in the ordinary
      course of the trade or business of the Debtors; and

    * Section 23 (Issuance of Stock; Reconstitution of Board of
      Directors) and Section 24 (Warrants, Equity Rights) have
      been deleted from the Amended Note.

The Amendment also contains standard representations and
warranties, covenants and certain other matters.

A full-text copy of Amendment No. 1 to the Amended and Restated
Secured Promissory Note between Xybernaut Corporation, Xybernaut
Solutions, Inc. and East River Capital LLC, dated as of July 7,
2006, is available for free at http://ResearchArchives.com/t/s?e31

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on July
25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).  John
H. Maddock III, Esq., at McGuireWoods LLP, represents the Debtors
in their chapter 11 proceedings.  Paul M. Sweeney, Esq., at
Linowes & Blocher LLP, represents the Official Committee of
Unsecured Creditors.  Craig Benson Young, Esq., at Connolly Bove
Lodge & Hutz, represents the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed $40 million in total assets and $3.2
million in total debts.


YANDOLI FOODS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Yandoli Foods, Inc.
        219 Westchester Avenue, Suite 400
        Port Chester, New York 10573

Bankruptcy Case No.: 06-42541

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                            Case No.
      ------                            --------
      Avenue V. Foods, Inc.             06-42544
      Flatlands Ave. Foods, Inc.        06-42551
      Neptune Ave. Foods, Inc.          06-42552
      Nostrand-Hillel Foods, Inc.       06-42555
      Rockaway Parkway Foods, Inc.      06-42556
      Seaview Avenue Foods, Inc.        06-42558
      Thurm-Lee Foods, Inc.             06-42559

Type of Business: Richard Yandoli, the president of the Debtors,
                  is the owner and operator of nine McDonald's
                  franchises.

Chapter 11 Petition Date: July 21, 2006

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Gary M. Kushner, Esq.
                  Forchelli, Curto, Schwartz, Mineo,
                  Carlino & Cohn LLP
                  330 Old Country Road, P.O. Box 31
                  Mineola, New York 11501
                  Tel: (516) 248-1700
                  Fax: (516) 248-1729

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $10 Million

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


* Gilbert Heintz is "Hidden Gem" in BTI Power Rankings
------------------------------------------------------
Gilbert Heintz & Randolph LLP was named as a "hidden gem" in the
BTI Power Rankings: The BTI Client Relationship Scorecard for Law
Firms, 2006 (published by The BTI Consulting Group).  The rankings
were based on interviews with large and Fortune 1000 clients.  In
the rankings, GHR was listed as a firm whose excellence is
underestimated by the marketplace and its peers.  Clients who
mentioned GHR believe they have found an excellent law firm that
few others know about-or don't know enough about.  Clients see the
firm as special and a well-kept secret that brings added value to
the law firm/client relationship.

For this study, BTI interviewed 376 corporate counsel at three
types of companies: Fortune 1000 organizations, large privately
held companies and major financial services firms.  They conducted
the interviews over a 15-month time span ending in late 2005.

Formed in 2001 and based in Washington, DC, Gilbert Heintz &
Randolph LLP -- www.ghrdc.com/ -- specializes in four primary
areas of law: Complex Dispute Resolution, Insurance Recovery,
Strategic Risk Management, and Bankruptcy Representation.


* BOND PRICING: For the week of July 17 - July 21, 2006
-------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
Adelphia Comm.                        3.250%  05/01/21     1
Adelphia Comm.                        6.000%  02/15/06     0
Adelphia Comm.                        7.500%  01/15/04    56
Adelphia Comm.                        7.750%  01/15/09    56
Adelphia Comm.                        7.875%  05/01/09    54
Adelphia Comm.                        8.125%  07/15/03    44
Adelphia Comm.                        8.375%  02/01/08    51
Adelphia Comm.                        9.250%  10/01/02    53
Adelphia Comm.                        9.375%  11/15/09    57
Adelphia Comm.                        9.500%  02/15/04    54
Adelphia Comm.                        9.875%  03/01/05    54
Adelphia Comm.                        9.875%  03/01/07    56
Adelphia Comm.                       10.250%  06/15/11    58
Adelphia Comm.                       10.250%  11/01/06    55
Adelphia Comm.                       10.500%  07/15/04    52
Adelphia Comm.                       10.875%  10/01/10    54
AHI-DFLT07/05                         8.625%  10/01/07    73
Allegiance Tel.                      11.750%  02/15/08    47
Allegiance Tel.                      12.875%  05/15/08    45
Amer & Forgn Pwr                      5.000%  03/01/30    67
Amer Color Graph                     10.000%  06/15/10    73
Amer Plumbing                        11.625%  10/15/08    18
Ames Dept. Stores                    10.000%  04/15/06     0
Antigenics                            5.250%  02/01/25    56
Anvil Knitwear                       10.875%  03/15/07    57
Armstrong World                       6.350%  08/15/03    70
Armstrong World                       6.500%  08/15/05    70
Armstrong World                       7.450%  05/15/29    71
Armstrong World                       9.000%  06/15/04    70
At Home Corp.                         0.525%  12/28/18     2
At Home Corp.                         4.750%  12/15/06     1
ATA Holdings                         12.125%  06/15/10     2
Autocam Corp.                        10.875%  06/15/14    61
Banctec Inc                           7.500%  06/01/08    74
Bank New England                      8.750%  04/01/99     6
Bank New England                      9.500%  02/15/96    10
Big V Supermarkets                   11.000%  02/15/04     0
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    54
CCH II/CCH II CP                     10.250%  01/15/10    70
Cell Therapeutic                      5.750%  06/15/08    58
Charter Comm Hld                     10.000%  05/15/11    62
Charter Comm Hld                     11.125%  01/15/11    67
CIH                                   9.920%  04/01/14    60
CIH                                  10.000%  05/15/14    61
CIH                                  11.125%  01/15/14    64
Collins & Aikman                     10.750%  12/31/11    21
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp                          2.000%  10/15/29    39
CPNL-Dflt12/05                        4.000%  12/26/06    25
CPNL-Dflt12/05                        4.750%  11/15/23    45
CPNL-Dflt12/05                        4.750%  11/15/23    45
CPNL-Dflt12/05                        6.000%  09/30/14    37
CPNL-Dflt12/05                        7.625%  04/15/06    70
CPNL-Dflt12/05                        7.750%  04/15/09    71
CPNL-Dflt12/05                        7.750%  06/01/15    35
CPNL-Dflt12/05                        7.875%  04/01/08    72
CPNL-Dflt12/05                        8.500%  02/15/11    46
CPNL-Dflt12/05                        8.625%  08/15/10    47
CPNL-Dflt12/05                        8.750%  07/15/07    70
CPNL-Dflt12/05                       10.500%  05/15/06    70
Cray Research                         6.125%  02/01/11    16
Curagen Corp                          4.000%  02/15/11    74
Dal-Dflt09/05                         9.000%  05/15/16    25
Decode Genetics                       3.500%  04/15/11    73
Delco Remy Intl                       9.375%  04/15/12    56
Delco Remy Intl                      11.000%  05/01/09    60
Delphi Trust II                       6.197%  11/15/33    64
Delta Air Lines                       2.875%  02/18/24    26
Delta Air Lines                       7.541%  10/11/11    38
Delta Air Lines                       7.700%  12/15/05    25
Delta Air Lines                       7.900%  12/15/09    27
Delta Air Lines                       8.000%  06/03/23    26
Delta Air Lines                       8.270%  09/23/07    75
Delta Air Lines                       8.300%  12/15/29    27
Delta Air Lines                       8.540%  01/02/07    71
Delta Air Lines                       8.950%  01/12/12    66
Delta Air Lines                       9.200%  09/23/14    73
Delta Air Lines                       9.250%  03/15/22    26
Delta Air Lines                       9.375%  09/11/07    63
Delta Air Lines                       9.750%  05/15/21    26
Delta Air Lines                       9.875%  04/30/08    68
Delta Air Lines                      10.000%  06/01/11    58
Delta Air Lines                      10.000%  08/15/08    27
Delta Air Lines                      10.060%  01/02/16    74
Delta Air Lines                      10.125%  05/15/10    26
Delta Air Lines                      10.375%  02/01/11    27
Delta Air Lines                      10.375%  12/15/22    27
Delta Air Lines                      10.500%  04/30/16    69
Deutsche Bank NY                      8.500%  11/15/16    64
Dov Pharmaceutic                      2.500%  01/15/25    49
Dura Operating                        9.000%  05/01/09    51
Dura Operating                        9.000%  05/01/09    53
Eagle-Picher Inc                      9.750%  09/01/13    68
Epix Medical Inc.                     3.000%  06/15/24    68
Federal-Mogul Co.                     7.375%  01/15/06    61
Federal-Mogul Co.                     7.500%  01/15/09    62
Federal-Mogul Co.                     8.160%  03/06/03    54
Federal-Mogul Co.                     8.370%  11/15/01    54
Federal-Mogul Co.                     8.370%  11/15/01    58
Federal-Mogul Co.                     8.800%  04/15/07    56
Finova Group                          7.500%  11/15/09    29
Ford Motor Co                         6.500%  08/01/18    69
Ford Motor Co                         6.625%  02/15/28    69
Ford Motor Co                         7.125%  11/15/25    68
Ford Motor Co                         7.400%  11/01/46    67
Ford Motor Co                         7.500%  08/01/26    70
Ford Motor Co                         7.700%  05/15/97    67
Ford Motor Co                         7.750%  06/15/43    68
Ford Motor Cred                       5.750%  01/21/14    75
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       5.750%  02/20/14    74
Ford Motor Cred                       5.900%  02/20/14    74
Ford Motor Cred                       6.000%  01/20/15    74
Ford Motor Cred                       6.000%  01/21/14    75
Ford Motor Cred                       6.000%  02/20/15    73
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.050%  02/20/15    73
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.100%  02/20/15    74
Ford Motor Cred                       6.150%  01/20/15    71
Ford Motor Cred                       6.200%  03/20/15    74
Ford Motor Cred                       6.250%  01/20/15    74
Ford Motor Cred                       6.250%  03/20/15    74
Ford Motor Cred                       7.500%  08/20/32    74
Gateway Inc.                          2.000%  12/31/11    73
GB Property Fndg                     11.000%  09/29/05    62
General Motors                        7.400%  09/01/25    74
GMAC                                  5.900%  01/15/19    74
GMAC                                  5.900%  01/15/19    74
Golden Books Pub                     10.750%  12/31/04     0
Graftech Intl                         1.625%  01/15/24    74
Gulf Mobile Ohio                      5.000%  12/01/56    73
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    33
Home Prod Intl                        9.625%  05/15/08    64
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    60
Insight Health                        9.875%  11/01/11    47
Iridium LLC/CAP                      10.875%  07/15/05    26
Iridium LLC/CAP                      11.250%  07/15/05    29
Iridium LLC/CAP                      13.000%  07/15/05    28
Iridium LLC/CAP                      14.000%  07/15/05    28
Isolagen Inc.                         3.500%  11/01/24    73
Kellstrom Inds                        5.500%  06/15/03     0
Kitty Hawk Inc                        9.950%  11/15/04     2
Kmart Corp.                           9.780%  01/05/20    10
Lehman Bros Hldg                     11.000%  10/25/17    73
Liberty Media                         3.750%  02/15/30    57
Liberty Media                         4.000%  11/15/29    62
Lifecare Holding                      9.250%  08/15/13    73
Macsaver Financl                      7.600%  08/01/07     1
Merisant Co                           9.500%  07/15/13    65
Merrill Lynch                        10.000%  08/15/12    72
MSX Int'l Inc.                       11.375%  01/15/08    69
Muzak LLC                             9.875%  03/15/09    54
New Orl Grt N RR                      5.000%  07/01/32    66
Northern Pacific RY                   3.000%  01/01/47    54
Northern Pacific RY                   3.000%  01/01/47    54
Northwest Airlines                    6.625%  05/15/23    48
Northwest Airlines                    7.248%  01/02/12    14
Northwest Airlines                    7.625%  11/15/23    48
Northwest Airlines                    7.875%  03/15/08    49
Northwest Airlines                    8.700%  03/15/07    49
Northwest Airlines                    8.875%  06/01/06    50
Northwest Airlines                    9.179%  04/01/10    25
Northwest Airlines                    9.875%  03/15/07    50
Northwest Airlines                   10.000%  02/01/09    49
Northwest Airlines                   10.500%  04/01/09    49
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    71
Oscient Pharm                         3.500%  04/15/11    65
Osu-Dflt10/05                        13.375%  10/15/09     0
O'Sullivan Ind                       10.630%  10/01/08    59
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                      10.750%  06/01/08     9
Overstock.com                         3.750%  12/01/11    73
Owens-Corning                         7.000%  03/15/19    72
Owens-Corning                         7.500%  05/01/05    74
Owens-Corning                         7.500%  08/01/18    74
Owens-Corning Fiber                   9.375%  06/01/12    75
PCA LLC/PCA Fin                      11.875%  08/01/09    21
Pegasus Satellite                     9.625%  10/15/49    11
Pegasus Satellite                    12.375%  08/01/06     9
Pegasus Satellite                    12.500%  08/01/07    12
Pixelworks Inc.                       1.750%  05/15/24    71
Pliant Corp                          13.000%  06/01/10    43
Pliant Corp                          13.000%  06/01/10    45
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    48
Primus Telecom                        8.000%  01/15/14    65
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10    34
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04    18
Reliance Group Holdings               9.000%  11/15/00    20
RJ Tower Corp.                       12.000%  06/01/13    60
Salton Inc                           12.250%  04/15/08    72
Silicon Graphics                      6.500%  06/01/09    71
Startec Global                       12.000%  05/15/08     0
Tekni-Plex Inc.                      12.750%  06/15/10    70
Tom's Foods Inc                      10.500%  11/01/04     9
Toys R Us                             7.375%  10/15/18    71
Tribune Co                            2.000%  05/15/29    66
Triton Pcs Inc.                       8.750%  11/15/11    72
Triton Pcs Inc.                       9.375%  02/01/11    72
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    53
United Air Lines                      7.870%  01/30/19    54
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.350%  04/07/16    30
United Air Lines                      9.560%  10/19/18    58
United Air Lines                     10.020%  03/22/14    45
United Air Lines                     10.125%  03/22/15    50
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                          10.250%  01/15/49     5
US Air Inc.                          10.250%  01/15/49    11
US Air Inc.                          10.300%  07/15/49     6
US Air Inc.                          10.550%  01/15/49    45
US Air Inc.                          10.680%  06/27/08     2
US Air Inc.                          10.700%  01/15/49    44
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          11.200%  03/19/05     0
US Leasing Intl                       6.000%  09/06/11    75
Venture Holdings                      9.500%  07/01/05     1
Vesta Insurance Group                 8.750%  07/15/25    34
Werner Holdings                      10.000%  11/15/07    29
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    69
Winsloew Furniture                   12.750%  08/15/07    26
World Access Inc.                    13.250%  01/15/08     4

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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