TCR_Public/060725.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 25, 2006, Vol. 10, No. 175

                             Headlines

A.W. LAWRENCE: Fails to Prove Right Over $50K Prepetition Payment
ADELPHIA COMMS: Inks Plan Agreement With Creditors Committees
ADVANCED MICRO: Plans to Acquire ATI Technologies for $5.4 Bil.
ADVANCED MICRO: $5.4 Bil. ATI Deal Cues Moody's to Review Ratings
AEROSOL PACKAGING: Has Until July 29 to Supplement Counsel Motion

AEROSOL PACKAGING: Section 341(a) Meeting Scheduled on August 3
AGRICORE UNITED: S&P Rates New C$150 Million Senior Loan at BB
AIRADIGM COMMUNICATIONS: Hires Liebmann Conway as Special Counsel
AIRADIGM COMMUNICATIONS: Hires Lukas Nace as Special FCC Counsel
ALLIED HOLDINGS: Court Approves Fifth Amendment to DIP Loan Pact

AMERICA CAPITAL: SunTrust Wants Counsel's Fee Arrangement Nixed
AMERICAN CELLULAR: Moody's Rates Proposed $250 Mil. Facility at B1
AMERIVEST PROPERTIES: Sells Assets to Koll/PER for $273 Million
ARCAP 2003-1: Fitch Lifts Ratings on $52 Million Class J & K Notes
ARCAP 2004-1: Fitch Lifts Ratings on $52 Million Class J & K Notes

ARLINGTON HOSPITALITY: Has Until August 30 to File Chapter 11 Plan
ARROWHEAD GENERAL: Moody's Rates 1st-Lien Credit Facilities at B2
ASARCO LLC: Court Approves Spieth Bell as Special Labor Counsel
ASARCO LLC: Court Lifts Stay to Prevent Burns Suit Dismissal
B/E AEROSPACE: Gets Requisite Consents for 8-1/2% Senior Notes

BACHRACH CLOTHING: Court Approves Kronish Lieb as Panel's Counsel
BANKATLANTIC BANCORP: Earns $8.4 Million in Second Quarter
BARRINGTON BROADCASTING: S&P Junks Rating on $125 Mil. Sr. Notes
BEAVER FOREST: Voluntary Chapter 11 Case Summary
BETH ISRAEL: Wants to Hire Nowell Amoroso as Corporate Counsel

BETH ISRAEL: Wants to Hire Genova Burns as Special Labor Counsel
BMC INDUSTRIES: Taps Foley & Mansfield as Special Local Counsel
BMC INDUSTRIES: Trustee Says Foley & Mansfield Isn't Disinterested
BWAY CORP: Closes C$74-Mil. Buy of Industrial Containers Pail Biz
CARMIKE CINEMAS: Completes Lease Accounting Review

CATHERINE AUSTIN: Voluntary Chapter 11 Case Summary
CATHOLIC CHURCH: Portland Lists Conflicting Trial Schedules
CATHOLIC CHURCH: Father M Insists Records Are Confidential
CENTURYTEL INC: Completes $500 Million Share Repurchase Program
CHATTEM INC: $107.5 Million 7% Senior Notes Consent Due Today

CLICK PRINT: Printing Equipment Auction Scheduled on Thursday
COLLINS & AIKMAN: CBS Operations Opposes Settlement with Insurers
COMPLETE RETREATS: Files Chapter 11 Reorganization in Connecticut
COMPLETE RETREATS: Case Summary & 50 Largest Unsecured Creditors
CONSOLIDATED COMMS: Moody's Affirms B1 Corporate Family Rating

CREDIT SUISSE: Moody's Junks Rating on $6.7 Million Class N Certs.
CREST 2004-1: Fitch Holds B Rating on $89.6 Mil. Preferred Shares
CSK AUTO: Tender Offers for 7% and 4-5/8% Senior Notes Expire
DANA CORP: Gets More Than $2.7 Million Offer for Hydraulic Assets
DANA CORP: Court Sets Sept. 21 as General Claims Filing Bar Date

DELPHI CORP: GM Wants to Set Off $67 Million in Warranty Claims
DELPHI CORP: @Road Acquires MobileAria for $11.4 Million
DELTA AIR: Wants to Lease 10 Boeing B757-200ER Aircraft From ILFC
DELTA AIR: Wants Stay Modified to Allow Salt Lake to Set Off Debts
DOBSON COMMS: Improved Performance Cues S&P's Developing Outlook

DONALD NAY: Voluntary Chapter 11 Case Summary
DRU TOSEL: Case Summary & 10 Largest Unsecured Creditors
EAGLE FAMILY: Poor Performance Prompts S&P to Junk Credit Rating
ELINEAR SOLUTIONS: Regains Listing Compliance with Amex
ENERGY DEVELOPMENT: Case Summary & 40 Largest Unsecured Creditors

ENRON CORP: Irvine Holds $20MM Claim Against Energy Marketing Unit
ENRON CORP: Asks Court to Approve Nile Structure Settlement
ENTERGY NEW: Wants Lender Professionals Fee Procedures Established
EXIDE TECHNOLOGIES: Court Waives Delaware Local Rule 3007-1(f)(i)
EXIDE TECHNOLOGIES: Annual Shareholders' Meeting Set on August 22

FALCONBRIDGE LTD: Board Reaffirms Support for Inco Merger Offer
FDL INC: R&S Acquisition Buys Assets for $8 Million
FEDERAL MOGUL: Sales Down by $33 Mil. in Quarter Ended June 2006
FIRST BANCORP: Appoints Fernando Scherrer as New CFO and EVP
FLAGSHIP STORAGE: Voluntary Chapter 11 Case Summary

FLEETWOOD ENT: Improved Balance Sheet Prompts S&P's Stable Outlook
FORD MOTOR: Elects William Clay Ford, Jr., as President and COO
G.E.I.S. INC: Case Summary & 20 Largest Unsecured Creditors
GREENMAN TECH: Divests California Tire Recycling Subsidiary
HCA INC: Inks $33 Bil. Merger Deal With Private Equity Consortium

HERBALIFE LTD: Completes $300 Million Bank Refinancing
INCO LTD: Acquisition Proposal Supported by Falconbridge's Board
INDIAN CREEK: Court Approves Henry Niles as Bankruptcy Counsel
INT'L MGT: Chap. 11 Trustee Taps Auction Management as Auctioneer
IPIX CORP: Board Resignation Prompts Nasdaq Noncompliance Notice

ITEN CHEVROLET: Court Grants Access to GMAC's Cash Collateral
ITEN CHEVROLET: Wants to Sell Assets to BB Motors for $3.15 Mil.
JOHNSON BROTHERS: Case Summary & Six Largest Unsecured Creditors
LEGACY ESTATE: Gets Purchase Offer from Texas Pacific & Huneeus
LEHMAN ABS: Fitch Affirms BB+ Rating on Class M2 Certificates

LG.PHILIPS DISPLAYS: Court OKs Pact Continuing Cash Collateral Use
LG.PHILIPS DISPLAYS: Ch. 7 Trustee Wants to Abandon Mexican Assets
MERIDIAN AUTOMOTIVE: Judge Walrath Approves Solicitation Process
MERIDIAN AUTOMOTIVE: Panel Responds to First American's Objection
MERRILL LYNCH: Fitch Holds BB Rating on Class B3 Certificates

MOSAIC COMPANY: Fitch Places Low-B Ratings on Evolving Watch
MIRANT CORP: Litigation Trust Gets More Time to Object to Claims
MIRANT CORP: Litigation Trust Battles Troutman Over Subpoena Power
MIRANT CORP: North America Unit to Exchange $850 Mil. in Old Notes
MSGI SECURITY: Low Equity Prompts Nasdaq Delisting Notice

MUSICLAND HOLDING: Trade Creditors Sell $77 Million Claims
N-STAR REAL: Fitch Holds BB Rating on $15.9 Million Class D Notes
NORTHWEST AIRLINES: Court Approves Sale of Six Aircraft to Omni
NORTHWEST AIRLINES: Wants to Assume Amended Interline Agreement
NTL INC: Unit Prices $550 Million Offering of 9-1/8% Senior Notes

ONEIDA: Closing Arguments on Plan Today; No Plan Funding in Sight
PARMALAT GROUP: Canadian Subsidiary Gets C$450 Mil. Refinancing
PERSISTENCE CAPITAL: Court OKs Premium Payment Pact with EZ/HS
PEXAGON TECH: Case Summary & 12 Largest Unsecured Creditors
PLATFORM LEARNING: Gets Interim Court Nod to Use Cash Collateral

PLYMOUTH RUBBER: Gets Interim Approval of Employee Retention Plan
PSI TECHNOLOGIES: Receives Delisting Notice from NASDAQ
QUANG TRAN: Voluntary Chapter 11 Case Summary
RACCOON BOAT: Case Summary & 20 Largest Unsecured Creditors
RAMP SERIES: S&P's Rating on Two Class Certificates Tumbles to D

ROBERT RYAN: Case Summary & 18 Largest Unsecured Creditors
SILICON GRAPHICS: Court Gives Nod on Compensation Procedures
SMARTIRE SYSTEMS: Amends Form 10-K for FY Ended July 31, 2005
SOLUTIA INC: Wants to Extend Deadline to Remove Actions to Nov. 3
SOLUTIA INC: Official Panel Wants Saul Ewing as Conflicts Counsel

SOUNDVIEW HOME: S&P's Rating on Class M-2 Certs. Tumbles to D
STONE ENERGY: Completes $189 Mil. Preferential Rights Acquisition
STRUCTURED ADJUSTABLE: Moody's Slashes Rating on Class M-3 Certs.
TENET HEALTHCARE: Selling New Orleans Hospitals to Ochsner Health
THAXTON GROUP: Court Extends Lease Decision Period to November 30

THAXTON GROUP: Has Until November 30 to Remove Prepetition Actions
TRC COS: Inks New $50 Million Credit Facility with Wells Fargo
UNICO INC: HJ Associates Raises Going Concern Doubt
UNITED SURGICAL: Moody's Ups Rating on $150 Mil. Sr. Notes to Ba3
USP DOMESTIC: Moody's Rates Proposed $200 Mil. Senior Loan at Ba2

VARIG S.A.: Preliminary Injunction Continued to September 14
VARIG S.A.: Will Appoint New Chief Executive Officer this Week
VICTORY HEALTH: Moody's Withdraws Ba2 Rating in $40.6 Mil. Bonds
WINDOW ROCK: Confirmation Hearing Scheduled for August 9
YUKOS OIL: CEO Steven Theede Steps Down, Expects Liquidation

* Large Companies with Insolvent Balance Sheets

                             *********

A.W. LAWRENCE: Fails to Prove Right Over $50K Prepetition Payment
-----------------------------------------------------------------
A.W. Lawrence Company, Inc., commenced an adversary proceeding to
recover approximately $50,000 allegedly transferred to Sharon A.
Burstein, immediately prior to its bankruptcy filing.

Barbara C. Lawrence, the wife of the Debtor's principal Albert W.
Lawrence, had drawn the check from her personal account as payment
for her alleged purchase of AWLC's sailboat know as "The
Escapade."  The check, made payable to AWLC, was never deposited
in the Debtor's bank account.  Rather, it was endorsed by AWLC to
Ms. Burstein.

In a decision published at 2006 WL 1731156, Judge Stephen D.
Gerling held that AWLC failed to establish, as a prerequisite to
its pursuit of fraudulent transfer avoidance claim, that it had
any interest in the $50,000 check.

                         The $50,000 Check
                       
AWLC and other Lawrence entities owed Ms. Burstein $300,000
arising from her successful prosecution of a wrongful termination
claim against AWLC.  The $300,000 was payable in three
installments.  Ms. Burstein received the $50,000 check on Feb. 10,
1997, as payment for the second scheduled installment.

Ms. Lawrence originally issued the $50,000 check as payment for
the "The Escapade."  However, the check never reached AWLC's
accounts because the check was endorsed to Ms. Burstein upon the
request of Mr. Lawrence.

While under bankruptcy protection, AWLC moved to avoid the
transfer of "The Escapade" to Ms. Lawrence as a fraudulent
transfer.  Ms. Lawrence interposed counterclaims seeking recovery
of the $50,000 endorsed to Ms. Burstein.

"The Escapade" was subsequently sold.  AWLC and Ms. Lawrence
settled the avoidance action between them and agreed to share the
proceeds of the sale as well as any recovery AWLC will obtain from
the adversary proceeding against Ms. Burstein.

                         Insolvency Test

The Bankruptcy Court initially resolved the adversary proceeding
against Ms. Burstein on the sole basis of AWLC's insolvency at the
time of the transfer.  AWLC had argued that the issue of whether
it had any interest on the $50,000 check had been settled pursuant
to the agreement with Ms. Lawrence.  Judge John Connelly supported
AWLC's contention and issued a judgment of $41,250, plus interest,
against Ms. Burstein.  

However, Ms. Burstein appealed from the Bankruptcy Court's ruling
to the U.S. District Court for the Northern District of New York.  
She complained that the Bankruptcy Court had refused to allow her
to present evidence that AWLC had no interest on Ms. Lawrence's
check.

District Court Judge David N. Hurd found that Judge Connelly
improperly relied on the settlement agreement between Ms. Lawrence
and AWLC to conclusively establish AWLC's interest on the $50,000
check.  According to Judge Hurd, the circumstances of the
settlement, including the decision to split any recoveries from
Ms. Burstein, suggest collusion between the settling parties.

The District Court vacated the Bankruptcy Court's ruling and
remanded the adversary proceeding for trial on the limited issue
of whether AWLC had any interest on the $50,000 paid to Ms.
Burstein.

                          AWLC's Interest

Section 548 of the Bankruptcy Code permits avoidance of a transfer
if it is established, among other things, that:
    
   a) the Debtor has an interest in the property in question;
  
   b) the Debtor was insolvent at the time of the transfer; and

   c) the Debtor received less than equivalent value in exchange
      for the transfer.

In the adversary proceeding against Ms. Burstein, the Bankruptcy
Court had initially established that AWLC was insolvent at the
time of the alleged transfer of the $50,000.  When the adversary
proceeding was remanded, the Bankruptcy Court was asked to
determine if AWLC indeed had an interest on the transferred
property.

The Court determined AWLC's interest on the $50,000 check based on
the degree of control it exerted over the transferred funds.  AWLC
asserted that it was a holder of the check and had the necessary
intent to control its disposition.  Ms. Burstein argued that AWLC
acted as a "mere conduit" for the funds paid to her.

Judge Gerling found overwhelming evidence showing that AWLC had
not controlled the transfer and that the $50,000 check was not
property of the estate.  He said that because the funds were never
deposited on AWLC's accounts, the funds Ms. Burstein received did
not diminish the monies available to pay its creditors.  

Judge Gerling also pointed out that it was "reasonable to
conclude" that Mr. Lawrence directed the payment, not as a
principal of AWLC, but in his individual capacity as judgment
debtor under the terms of the wrongful termination settlement with
Ms. Burstein.

The Bankruptcy Court notes that Judge Gerling's decision is
intended to address the issue remanded by the District Court.  The
Bankruptcy Court recognizes that Judge Gerling's decision may not
be entirely dispositive of the adversary proceeding.

In this litigation (Adv. Pro. No. 97-91313), Justin A. Heller,
Esq., at Nolan & Heller, LLP, represented A.W. Lawrence and
Richard L. Burstein, Esq., at Tuczinski, Cavlier, Burstein &
Collua, P.C., represented Ms. Burstein.

                        About A.W. Lawrence

A.W. Lawrence & Company, Inc., is a unit Lawrence Insurance Group,
Inc., an insurance holding company, owned by Lawrence Group, Inc.  
A.W. Lawrence, its affiliates and filed for Chapter 11 protection
on Feb. 28, 1997 (Bankr. N.D.N.Y. Case No. 97-11300).  The
Honorable Robert E. Littlefield, Jr., issued a final decree
closing A.W. Lawrence's Chapter 11 case on July 13, 2006.


ADELPHIA COMMS: Inks Plan Agreement With Creditors Committees
-------------------------------------------------------------
In a major step forward in its four-year bankruptcy case, Adelphia
Communications Corporation and Committees representing most of the
Company's major bondholders and trade creditors, including the
Official Committee of Unsecured Creditors, as well as significant
individual creditors have agreed upon the framework for a plan of
reorganization intended to result in a fourth quarter 2006
emergence from Chapter 11 bankruptcy.

The agreement, reached on Friday, July 21, enjoys widespread
support among Adelphia's major unsecured creditors, but several
major constituencies including the pre-petition bank lenders and
certain bondholders have not signed the agreement.  The Company's
obligations under the agreement and the reorganization plan
envisioned by the agreement are subject to approval by the U.S.
Bankruptcy Court for the Southern District of New York.

"This agreement will help pave the way toward a new, modified Plan
of Reorganization that will be subject to court approval, and
we're pleased that after lengthy negotiations a significant
majority of our unsecured creditors are satisfied with the outcome
and supportive of this settlement," said Bill Schleyer, chairman
and CEO of Adelphia.  "In addition, we're thankful for the role
Court-appointed Monitor Judge Cecilia Morris played in bringing
these parties together," added Schleyer.  "Our intention now is to
seek a resolution of outstanding differences with the holders of
bank and other claims and emerge from bankruptcy sometime in the
fourth quarter of 2006."

The agreement reflects a compromise among several important
creditor groups under which approximately $1.08 billion in value
will be transferred from certain unsecured creditors of various
Adelphia subsidiaries to certain unsecured senior and trade
creditors of the Adelphia Communications parent corporation,
subject, in some cases, to reimbursement from contingent sources
of value, including the proceeds of a litigation trust to be
established under the plan to pursue claims against third-parties
that are alleged to have damaged Adelphia.  The plan outlined in
the agreement is conditioned on, among other things, the closing
of the anticipated sale of substantially all of the Company's
assets to Time Warner and Comcast.  Adelphia intends to soon file
a revised Plan of Reorganization and accompanying Disclosure
Statement with the bankruptcy court embodying the terms of the
agreement.

The expected July 31, 2006, closing date for the sale of
Adelphia's assets and joint venture interests to Time Warner Cable
and Comcast remains in effect.

A full-text copy of the Plan Agreement between the Company and
Creditors Committees is available for free at:

               http://ResearchArchives.com/t/s?e4e

Until now, disputes among creditors over how to distribute
proceeds from the sale to Time Warner Cable and Comcast have
delayed resolution of the Adelphia Bankruptcy case, which was
filed in June 2002 and is one of the largest and most complex in
U.S. history.

                  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.


ADVANCED MICRO: Plans to Acquire ATI Technologies for $5.4 Bil.
---------------------------------------------------------------
Advanced Micro Devices and ATI Technologies Inc. plans to join
forces in a transaction valued at approximately $5.4 billion.

The combination will create a processing powerhouse by bringing
AMD's technology leadership in microprocessors together with ATI's
strengths in graphics, chipsets and consumer electronics.

The result: A new and more formidable company, determined to drive
growth, innovation and choice for its customers, particularly in
the commercial and mobile computing segments and in the rapidly-
growing consumer electronics market.  Combining technologies,
people, and complementary strengths, AMD plans to deliver in 2007
customer-centric platforms for the benefit of customers who want
to collaborate in the development of differentiated solutions.

AMD's acquisition of ATI will position the new company to deliver
innovations that fulfill the increasing demand for more integrated
solutions in key market segments while also continuing to develop
"best-of-breed" discrete products that empower customers to choose
the combination of technologies that best serves their needs.  In
2008 and beyond, AMD aims to move beyond current technological
configurations to transform processing technologies, with silicon-
specific platforms that integrate microprocessors and graphics
processors to address the growing need for general-purpose, media-
centric, data-centric and graphic-centric performance.  Thus, the
combined company intends to empower its customers to create their
own unique products and solutions within an open-innovation
ecosystem free from artificial barriers to customer success.

"ATI shares our passion and complements our strengths: technology
leadership and customer centric innovation," AMD Chairman and CEO
Hector Ruiz said.  "Bringing these two great companies together
will allow us to transcend what we have accomplished as individual
businesses and reinvent our industry as the technology leader and
partner of choice.  We believe AMD and ATI will drive growth and
innovation for the entire industry, enabling our partners to
create differentiated solutions and empowering our customers to
choose what is best for them."

"This combination means accelerated growth for ATI, and broader
horizons for our employees," Dave Orton, President and CEO of ATI,
said.  "All of our product lines will benefit.  Joining with AMD
will enable us to innovate aggressively on the PC platform, and
continue to invest significantly in our consumer business to stay
in front of our markets."

"Windows Vista will deliver incredible advances in the user
experience as a result of advancements in graphics integration and
performance," Jim Allchin, Co-President of Microsoft's Platforms &
Services Division, said.  "We're excited by the potential of what
AMD and ATI can deliver together to enhance the Windows Vista
experience for our customers even further."

Under the terms of the transaction, AMD will acquire all of the
outstanding common shares of ATI for a combination of $4.2 billion
in cash and 57 million shares of AMD common stock, based on the
number of shares of ATI common stock outstanding on July 21, 2006.  
All outstanding options and RSUs of ATI will be assumed. Based
upon the closing price of AMD common stock on July 21, 2006, of
$18.26 a share, the consideration for each outstanding share of
ATI common stock would be $20.47, comprised of $16.40 of cash and
0.2229 shares of AMD common stock.

AMD anticipates it will finance the cash portion of the
transaction with a combination of cash and new debt.  AMD has
obtained a $2.5 billion term loan commitment from Morgan Stanley
Senior Funding, Inc. which, together with combined existing cash,
cash equivalents, and short-term investments balances of
approximately $3 billion, provides full funding for the
transaction.

ATI has received an opinion from its financial advisors that the
transaction from a financial point of view is fair to its
shareholders.  The transaction was unanimously approved by the
board of directors of each company.  The transaction is subject to
ATI shareholder approval, Canadian court supervision of a Plan of
Arrangement, and other regulatory approvals including merger
notification filings in the United States, Canada and other
jurisdictions, as well as customary closing conditions.  In the
event that the transaction does not close, ATI has agreed to pay
AMD a termination fee of $162 million under circumstances
specified in the acquisition agreement.  The transaction is
expected to be completed in the fourth quarter of 2006.

                      Financial Opportunity

AMD expects that the transaction will be slightly accretive to
earnings in 2007, and meaningfully accretive in 2008, before the
inclusion of ATI acquisition-related charges, based upon AMD's
plans to deliver more integrated and advanced platform solutions
and thereby improve its position in commercial clients, mobile
computing, gaming, media and emerging markets.  AMD anticipates
that it will reduce operating expenses by $75 million for the
combined company by the end of 2007.

The combined company would have achieved $7.3 billion in total
consolidated sales during the last four quarters with a workforce
of approximately 15,000 employees.  The company will maintain
sales, design and manufacturing centers worldwide and major
business centers in Silicon Valley, Austin, Texas and Markham,
Ontario -- all valued centers of innovation for the combined
company.  AMD's current executive team will be complemented by the
addition of ATI President and CEO Dave Orton.  Orton will serve as
an executive vice president of the ATI business division,
reporting to the AMD Office of the CEO, comprised of Chairman and
CEO Hector Ruiz and President and Chief Operating Officer Dirk
Meyer.  In addition, under the terms of the acquisition agreement,
two ATI directors will join AMD's board of directors upon closing
of the transaction.

The collective roster of AMD and ATI's strong customer
relationships represents a "who's who" of the computing and
consumer electronics industries.  Drawing upon a shared culture of
customer-centric innovation and engineering excellence, the
combined company will be well positioned to meet customer demand
for more innovative solutions, system-level engineering and faster
time-to-market.

                            About ATI

Headquartered in Markham, Ontario, ATI Technologies Inc. (TSX:
ATY, NASDAQ: ATYT) -- http://www.ati.com/-- designs and  
manufactures innovative 3D graphics, PC platform technologies and
digital media silicon solutions.  An industry pioneer since 1985,
ATI provides graphics processor unit and delivers performance
solutions for the full range of PC and Mac desktop and notebook
platforms, workstation, set-top and digital television, game
console and handheld device markets.

                            About AMD

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


ADVANCED MICRO: $5.4 Bil. ATI Deal Cues Moody's to Review Ratings
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Advanced Micro
Devices, Inc. under review for possible downgrade following an
agreement to acquire ATI Technologies for approximately
$5.4 billion.

Financing is expected to consist of approximately $4.2 billion
of cash and $1.2 billion of AMD's common stock.  ATI, with
approximately $2.2 billion of latest twelve month revenues, is a
leading vendor or graphics processors that enhance the display of
PC's, portable devices, and other consumer electronics devices and
is based in Toronto Canada.  The acquisition, which has been
approved by both boards of directors, is expected to close by the
fourth quarter of 2006 and is subject to customary approvals and
consents.

Ratings under review for downgrade include:

   * Corporate Family Rating -- Ba3

   * Senior unsecured note $390 million due 2012 -- B1

   * Senior secured shelf registration -- (P) Ba3

   * Senior unsecured shelf registration -- (P) B1

   * Subordinated shelf registration -- (P) B2

   * Preferred stock shelf registration -- (P) B3

Moody's review of AMD will assess:

   (1) the challenges in effectively combining the operations and
       product roadmaps and effectively balancing management's
       focus on its core microprocessor business;

   (2) the strategic benefits that the proposed acquisition may
       have on AMD's microprocessor technology roadmap;

   (3) profit and cash flow implications that the addition of
       ATI's lower margin revenues will have on AMD's results,
       including the expectations that ATI will likely lose
       existing revenues associated with its current business
       activities with Intel;

  (4) the possible challenges that ATI may have in retaining
      access to any intellectual property licenses following a
      change of control, which could impact existing or future
      product development and sales and;

  (5) management's permanent financing plans as well as its
      commitment to maintaining a very liquid and lowly leveraged
      balance sheet.


Moody's recently upgraded AMD in January 2006 to Ba3, reflects:

  (1) the company's continued solid execution in broadening the
      end market capabilities, competitiveness, revenue and
      profitability of its microprocessor business that are the
      core of the company;

  (2) the improved ability for AMD to translate these strengths
      into sustainable free cash flow from operations over time;
  
  (3) the significantly improved capital structure of AMD
      following a combination of the recent Spansion spin-off; a
      $500 million equity offering and its related $210 million
      "clawback" repayment of senior unsecured debt and; the
      redemption of a $500 million convertible note in February
      2006 and;

  (4) the solid and improved financial flexibility as a result of
      its strong operational performance, equity capital raising,
      and debt reduction.

As of June 2006, AMD's cash balances totaled $2.5 billion and
debt was $692 million.  At the same time, a meaningful level
of business risk persists, deriving from intense microprocessor
product and price competition from its much larger competitor,
Intel Corporation; significant capital expenditure requirements
and execution risk to consistently transition to new technology
nodes and manufacturing capabilities for microprocessors,
including its current production ramp at Fab 36 in Dresden,
Germany as well as the pending conversion of its Fab 30 to a
300 millimeter production facility.

Advanced Micro Devices, Inc., headquartered in Sunnyvale,
California, designs and manufactures microprocessors and other
semiconductor products.


AEROSOL PACKAGING: Has Until July 29 to Supplement Counsel Motion
-----------------------------------------------------------------
The Honorable Margaret H. Murphy of the U.S. Bankruptcy Court for
the Northern District of Georgia gave Aerosol Packaging, LLC,
until July 29, 2006, to file a Supplement to its Motion to Employ
Counsel.

Judge Murphy reminded the Debtor that on June 26, 2006, she
entered an order requiring the Debtor to:

    * provide the identity of the "intended plan sponsor" who paid
      the prepetition retainer including a description of that
      party's relationship with the Debtor and with any creditor
      of the Debtor;

    * provide invoice and itemized statement of the services
      rendered by Jampol Schleicher before the Debtor filed for
      bankruptcy.  That statement should include the period of
      time over which the services were provided, the nature of
      the services, the hours expended, the rates charged per
      person, and the date the Debtor was invoiced for those
      services; and

    * the date(s) and amount(s) of the Debtor's prepetition
      payment(s) and the source of the funds.

As reported in the Troubled Company Reporter on July 12, 2006, the
Debtor filed with Court a Second Amended and Supplemented
Application for approval to employ Jampol, Schleicher & Jacobs,
LLP, as its bankruptcy counsel.

The supplement included disclosures pertaining to:

    -- the dissolution of Robinson, Jampol, Schleicher & Jacobs,
       LLP and its reconstitution as Jampol, Schleicher & Jacobs,
       LLP;

    -- foregoing collection of the retainer due to a delay in the
       wire transfer of funds;

    -- the prepetition services rendered by the law firm from
       March 31, 2006 to May 18, 2006; and

    -- payment or payments by the Debtor made from its operating
       assets.

Judge Murphy however said that the supplement did not include:

    (a) identification of the "intended plan sponsor" and its
        relationship to the Debtor; and

    (b) the dates that the Debtor was invoiced for prepetition
        services by the law firm, date of the payment, number of
        hours expended and rates charged per person.

Judge Murphy rules that if no supplement is filed by July 29, then
the Debtor's request to employ counsel will be denied.

Headquartered in Canton, Georgia, Aerosol Packaging, LLC, aka
Aerosol Specialties -- http://www.aerosolspecialties.com/-- is a  
manufacturer, and a private label & contract filler of aerosol,
liquid filling products, durable undercoatings, paints, fabric
treatments, and personal care items.  The Debtor filed for chapter
11 protection on June 21, 2006 (Bankr. N.D. Ga. Case No. 06-
67096).  Brian L. Schleicher, Esq., and P. Steven Kratsch, Esq.,
at Jampol, Schleicher & Jacobs, LLP, represent the Debtors.  When
the Debtor filed for protection from its creditors, it estimated
assets between $1 million and $10 million and debts between $10
million and $50 million.


AEROSOL PACKAGING: Section 341(a) Meeting Scheduled on August 3
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Aerosol
Packaging, LLC's creditors at 10:00 a.m., on August 3, 2006, at
Room 365, Russell Federal Building, 75 Spring Street Southwest in
Atlanta, Georgia.  This is the first meeting of creditors required
under Section 341(a) of the Bankruptcy Code in all bankruptcy
cases.

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

Headquartered in Canton, Georgia, Aerosol Packaging, LLC, aka
Aerosol Specialties -- http://www.aerosolspecialties.com/-- is a  
manufacturer, and a private label & contract filler of aerosol,
liquid filling products, durable undercoatings, paints, fabric
treatments, and personal care items.  The Debtor filed for chapter
11 protection on June 21, 2006 (Bankr. N.D. Ga. Case No. 06-
67096).  Brian L. Schleicher, Esq., and P. Steven Kratsch, Esq.,
at Jampol, Schleicher & Jacobs, LLP, represent the Debtors.  When
the Debtor filed for protection from its creditors, it estimated
assets between $1 million and $10 million and debts between $10
million and $50 million.


AGRICORE UNITED: S&P Rates New C$150 Million Senior Loan at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating, with
a recovery rating of '3' to Agricore United's new C$150 million
term B senior secured credit facility.

At the same time, Standard & Poor's assigned its 'BB+' rating,
with a recovery rating of '1' to Agricore's term A C$300 million-
C$475 million revolving credit facility.

The corporate credit rating on Agricore United is 'BB'.  The
outlook is stable.  The term B senior secured facility is rated
'BB', the same as the corporate credit rating, with a recovery
rating of '3', indicating an expectation of a meaningful (50%-80%)
recovery of principal in the event of default.  The borrowers are
Agricore United and Agricore Holdings (USA) Inc.  All obligations
are guaranteed by Agricore and its direct and indirect
subsidiaries.

The company's term A revolving credit facility is rated 'BB+',
with a recovery rating of '1', indicating a high expectation of
full recovery of principal in the event of default.  The facility
consists of a revolving credit facility due August 2010, in
varying amounts due to seasonal requirements.  Up to C$475 million
is available each year between Jan. 1 and May 31, reflecting
higher investments in crop inputs; up to C$300 million between
June 1 and Aug. 31, a season with low cash requirements; and up to
C$425 million between Sept. 1 and Dec. 31, to finance crop input
working capital.  The term A facility is secured by a first charge
on current assets and a second charge on fixed assets.

Agricore's proposed new C$150 million seven-year senior secured
credit, (term loan B) facility comprises a C$100 million tranche
(U.S. dollar equivalent) to be advanced to Agricore (to be used to
repay in full its existing Canadian term facility), and a C$50
million tranche (U.S. dollar equivalent) to be advanced to
Agricore Holdings to fund the recently announced acquisition of
the assets of Hi-Pro Feeds, a feed manufacturing business
headquartered in Texas, for US$38.5 million plus working capital.

"The ratings on Agricore United reflect the company's weak credit
protection metrics and the volatility associated with an
agribusiness segment that is very much reliant on favorable
weather conditions.  These factors are partially offset by
Agricore's leading western Canada grain handling market share and
strengthening credit protection measures that are expected to
improve significantly in fiscal 2006 and 2007," said Standard &
Poor's credit analyst Don Povilaitis.

Ratings List

Agricore United
Corporate credit rating    BB/Stable/--
Senior secured debt        BB
Subordinated debt          B+

Ratings Assigned

Agricore United

   C$300 mil.-C$475 mil. senior secured term A facility   BB+
     Recovery rating                                      1
   C$150 mil. senior secured term B facility              BB
     Recovery rating                                      3
   C$77 mil. secd nts ser A due 12/19/2010
     Recovery rating                                      3
   C$23 mil. secd nts ser B due 12/15/2020
     Recovery rating                                      3
   C$109 mil. 9.67% nts due 01/01/2016
     Recovery rating                                      3


AIRADIGM COMMUNICATIONS: Hires Liebmann Conway as Special Counsel
-----------------------------------------------------------------
Airadigm Communications, Inc., obtained authority from the U.S.
Bankruptcy Court for the Western District of Wisconsin to employ
Liebmann, Conway, Olejniczak & Jerry, S.C., as its special
counsel.

As reported in the Troubled Company Reporter on May 30, 2006,
Liebmann Conway will represent the Debtor in general corporate
legal matters relating to the operation of its business and
fulfillment of requirements relating its corporate status.  This
includes contract review, matters relating to the structure of the
corporation, disputes arising from the Debtor's operation of its
business, and financial planning.

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

      Professional                  Designation       Hourly Rate
      ------------                  -----------       -----------
      Jerome E. Smyth, Esq.         Principal            $255
      Robert M. Charles, Esq.       Principal            $230
      Michele M. McKinnon, Esq.     Associate            $200
      Kristen M. Hooker, Esq.       Associate            $180

      Title                                           Hourly Rate
      -----                                           -----------
      Principals                                      $230 - $255
      Associates                                      $170 - $200
      Legal Assistants and Paralegals                    $125

Jerome E. Smyth, Esq. a partner at Liebmann Conway, assured the
Court that his firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                    About Airadigm Communications

Headquartered in Little Chute, Wisconsin, Airadigm Communications,
Inc. -- http://www.eisnteinpcs.com/-- provides local wireless   
phone services through its Einstein PCS wireless networking
technology.  The company filed for chapter 11 protection on July
28, 1999 (Bankr. W.D. Wis. Case No. 99-33500).  The Court
confirmed its plan of reorganization in 2000.

The company filed a new chapter 11 petition on May 8, 2006 (Bankr.
W.D. Wis. Case No. 06-10930).  Kathryn A. Pamenter, Esq., and
Ronald Barliant, Esq., at Goldberg, Kohn, Bell, Black, Rosenbloom
& Moritz, Ltd., represent the Debtor in its new bankruptcy
proceedings.  No Official Committee of Unsecured Creditors has
been appointed in the Debtor's new bankruptcy case.  In its second
bankruptcy filing, the Debtor estimated assets between $10 million
to $50 million and debts of more than $100 million.


AIRADIGM COMMUNICATIONS: Hires Lukas Nace as Special FCC Counsel
----------------------------------------------------------------
Airadigm Communications, Inc., obtained authority from the U.S.
Bankruptcy Court for the Western District of Wisconsin to employ
Lukas, Nace, Gutierrez & Sachs, as its special counsel.

As reported in the Troubled Company Reporter on May 30, 2006,
Lukas Nace will represent and advise the Debtor in negotiations
and dealings with the Federal Communications Commission.

The Debtor assured the Court that Lukas Nace will not duplicate
the services being rendered by Goldberg, Kohn, Bell, Black,
Rosenbloom & Moritz, Ltd., its counsel or Liebman, Conway,
Olejniczak & Jerry, S.C., its special counsel on general corporate
legal matters.  The Debtor said that Lukas Nace's services to the
Debtor will be limited to matters concerning the FCC.

Thomas Gutierrez, Esq., a partner at Lukas Nace, told the Court
that he will bill $440 per hour for this engagement.  

Mr. Gutierrez disclosed that the firm's other professionals bill:

      Professional            Designation      Hourly Rate
      ------------            -----------      -----------
      Russell Lukas, Esq.     Principal            $440
      Steven Chernoff, Esq.   Associate            $275
      Lynn Ratnabale, Esq.    Associate            $270

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

Mr. Gutierrez can be reached at:

         Thomas Gutierrez, Esq.
         Lukas, Nace, Gutierrez & Sachs
         1650 Tysons Boulevard, Suite 1500
         McLean, Virginia 22102
         Tel: (703) 584-8678
         Fax: (703) 584-8696
         http://www.fcclaw.com/

                   About Airadigm Communications

Headquartered in Little Chute, Wisconsin, Airadigm Communications,
Inc. -- http://www.eisnteinpcs.com/-- provides local wireless   
phone services through its Einstein PCS wireless networking
technology.  The company filed for chapter 11 protection on July
28, 1999 (Bankr. W.D. Wis. Case No. 99-33500).  The Court
confirmed its plan of reorganization in 2000.

The company filed a new chapter 11 petition on May 8, 2006 (Bankr.
W.D. Wis. Case No. 06-10930).  Kathryn A. Pamenter, Esq., and
Ronald Barliant, Esq., at Goldberg, Kohn, Bell, Black, Rosenbloom
& Moritz, Ltd., represent the Debtor in its new bankruptcy
proceedings.  No Official Committee of Unsecured Creditors has
been appointed in the Debtor's new bankruptcy case.  In its second
bankruptcy filing, the Debtor estimated assets between $10 million
to $50 million and debts of more than $100 million.


ALLIED HOLDINGS: Court Approves Fifth Amendment to DIP Loan Pact
----------------------------------------------------------------
The Honorable Coleman Ray Mullins of the U.S. Bankruptcy Court for
the Northern District of Georgia approved, on a final basis, the
Fifth Amendment with respect to its amended Debtor-in-Possession
Credit Agreement with:

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

Allied Holdings, Inc.'s Executive Vice President and Chief
Financial Officer, Thomas H. King, disclosed in a regulatory
filing with the Securities and Exchange Commission dated
June 30, 2006, that the material terms of the Fifth Amendment are:

    * Waiver of Previous Defaults: The Lenders have agreed to
      waive the Debtors' previously reported financial covenant
      defaults under the DIP Facility relating to the required
      fixed charge coverage ratio, EBITDA and leverage ratio.
      Allied is no longer in default under the DIP Facility and is
      no longer required to pay the default rate of interest on
      outstanding amounts under the DIP Facility.

    * Amendment of Certain Covenants: The Fifth Amendment
      permanently amends certain financial covenants in the DIP
      Facility relating to maximum capital expenditures, the
      minimum fixed charge coverage ratio, minimum EBITDA and
      the maximum leverage ratio.  In addition, the covenant in
      the DIP Facility related to the disposition of Company
      assets has been amended to permit the Company to sell the
      property held by the Company in Windsor, Ontario, and
      Georgetown, Kentucky.  All other covenants in the DIP
      facility remain unchanged.

    * Creation of Term Loan C: The Fifth Amendment creates a new
      term loan under the DIP Facility in an amount not to exceed
      $30,000,000.  The Company's initial draw under the Term Loan
      C must not be less than $5,000,000 and subsequent draws of
      not less than $2,000,000.  Amounts drawn on the Term Loan C
      may be used for general corporate purposes.

      All amounts owed under the Term Loan C are subordinated to
      all other amounts owed under the DIP Facility and cannot be
      repaid until all other amounts under the DIP Facility have
      been repaid.

      Amounts under the Term Loan C bear interest at LIBOR plus
      9.5% and interest is payable in kind, compounded and added
      to the outstanding principal amount on a monthly basis.
      However, if no event of default is continuing at the time of
      any interest payment, the Company may elect to make any
      interest payments owed under the Term Loan C in cash.

      The Term Loan C matures and is payable in full on June 30,
      2007.

      Effectiveness of the Term Loan C and the obligation of the
      Lenders to provide funds under the Term Loan C is
      conditioned on a number of standard conditions precedent,
      including a certification by the Company to the Lenders
      regarding its projected lack of working capital
      availability.

    * Amendment to Term Loan B: The interest rate on the Term Loan
      B under the DIP Facility is reduced from LIBOR plus 9.5% to
      LIBOR plus 8.5%.  The Company now has the option to pay
      Interest owed on the Term Loan B in kind, compounded and
      added to the outstanding principal amount on a monthly
      basis.

    * Extension of Maturity Dates: The maturity dates for the Term
      Loan A and Term Loan B under the DIP Facility are extended
      from February 7, 2007 to June 30, 2007.  The maturity date
      of the revolving credit facility under the DIP Facility
      remains February 7, 2007.

    * Fees: The Company has agreed to pay:

      (i) Morgan Stanley, as Term Loan C Agent, a closing fee of
          $150,000; and

     (ii) the Lenders under the revolving credit facility an
          aggregate amendment fee equal to $195,000.

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

A redlined copy of the Court-approved Fifth Amendment is
available for free at http://researcharchives.com/t/s?e3e

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)


AMERICA CAPITAL: SunTrust Wants Counsel's Fee Arrangement Nixed
---------------------------------------------------------------
SunTrust Bank asks the U.S. Bankruptcy Court for the Southern
District of Florida to deny the fee arrangement requested by
America Capital Corp. for Bilzin, Sumberg, Baena, Price & Axelrod,
LLP, the Debtor's bankruptcy counsel.

SunTrust is the Indenture Trustee for holders of certain 8.4%
subordinated notes in the original principal amount of $80 million
pursuant to the Indenture date June 15, 1985.

                     Government Litigation

As reported in the Troubled Company Reporter on July 6, 2006, on
Aug. 8, 1995, the Debtor, along with its debtor-affiliate
TransCapital, filed a complaint in the U.S. Court of Federal
Claims asserting both breach of contract and takings claims styled
"America Capital Corporation & Transcapital Financial Corporation
v. United States (Case No. 95-523C)."  On May 31, 2005, the
Court of Federal Claims issued its Final Opinion and Order
awarding TransCapital $109.309 million in damages.  The Government
filed an appeal with the U.S. Court of Appeals for the Federal
Circuit on July 27, 2005.  The appeal is still pending.

The Debtor holds a 65.19% interest in TransCapital.

                     Bilzin Sumberg's Fees

As reported in the Troubled Company Reporter on July 6, 2006, the
Debtor told the Court that it will pay Bilzin Sumberg the
lesser of three times Bilzin Sumberg's customary hourly rates as
adjusted from time to time, and 10% of the proceeds of the
TransCapital Judgement.  The Debtor will also reimburse Bilzin
Sumberg for reasonable costs and expenses incurred.  The Debtor
further said that in the event Bilzin Sumberg is not paid by
June 1, 2007, the hourly rates for all time incurred will increase
to three and one-half times Bilzin Sumberg's hourly rates.  In the
event that the firm is not paid by June 1, 2008, the rate will
increase to four times the firm's customary hourly rates.

                        Premature Request

SunTrust contends that the Bankruptcy Code or standards of
practice in the Southern District of Florida do not warrant the
Debtor's proposed fee arrangement.  SunTrust says that what the
Debtor is proposing is tantamount to a "fee enhancement," and if
so, should be analyzed under the "reasonableness" standard of
Section 330 of the Bankruptcy Code.  

SunTrust says that it recognizes that there is some risk to Bilzin
Sumberg in this case but the risk of not being paid for services
is minimal.  SunTrust argues that Bilzin Sumberg's request for a
fee enhancement is premature, as it has not made a strong showing
either of a risk of non-payment or excellent or exceptional
results.  Any entitlement to an enhancement of Bilzin Sumberg's
fees due to positive results for the Debtor is speculative and
can't be ascertained until well into the future of the Debtor's
bankruptcy proceedings, SunTrust concludes.

                      About America Capital

Headquartered in Miami, Florida, America Capital Corporation
holds a 65.19% interest in TransCapital Financial Corporation.  
TransCapital Financial is a holding and management company that
conducted substantially all of its operations through its wholly-
owned subsidiary, Transohio Savings Bank, FSB.  Transohio Savings'
key activities as a savings and loans institution were banking and
lending and its primary lending activity was the originating and
purchasing of loans secured by mortgages on residential
properties.  Transohio Savings also endeavored to generate
residential loan originations through branch personnel and real
estate brokers.  Mobile home and home improvement loans were
generated through dealers and contractors and additionally,
Transohio Savings made construction loans generated by contractors
that usually extended to not more than one year in length.

America Capital filed for chapter 11 protection on June 19, 2006
(Bankr. S.D. Fla. Case No.  06-12645).  Mindy A. Mora, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtor.  
When the Debtor filed for protection from its creditors, it listed
total assets of $52,005,000 and total debts of $207,170,268.

TransCapital Financial Corporation also filed for chapter 11
protection on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644)
and is represented by Paul J. Battista, Esq., at Genovese Joblove
& Battista, P.A.


AMERICAN CELLULAR: Moody's Rates Proposed $250 Mil. Facility at B1
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to American
Cellular Corporations' proposed senior secured bank facility.  
At the same time, Moody's affirmed all existing ratings of ACC,
Dobson Cellular Systems, Inc. and their parent company, Dobson
Communications Corporation, including Dobson's B3 Corporate Family
Rating and SGL-2 speculative grade liquidity rating.  The outlook
is stable.

The rating action is prompted by ACC's intent to issue $250
million of senior secured credit facilities, consisting of a
$50 million operating facility and two $100 million term loans, to
fund the $95 million purchase of Highland Cellular, LLC., as well
as the potential acquisition of spectrum in the upcoming Advanced
Wireless Services auction and for general corporate purposes.

The incremental debt represents roughly one half of Dobson's
consolidated EBITDA, although Moody's does not expect ACC's
revolver to be drawn and the term loans are expected to be drawn
on delayed basis.  The ratings affirmation reflects Moody's belief
that Dobson has sufficient debt capacity within its existing B3
Corporate Family Rating to support a modest increase in pro-forma
leverage to roughly 6.4x (pro-forma Q1/06 for the Highland
acquisition, $200 million funding of the new senior secured
facilities and adjusted per Moody's published methodology).  The
ratings assignment is subject to review of final documentation.

ACC's debt, including the new senior secured bank facility, does
not benefit from any guarantees from either Dobson or DCS and ACC
provides no similar support itself.  ACC is effectively self-
financed and operates as an unrestricted entity within the Dobson
group of companies.  Consequently, the various obligations of ACC
and DCC/DCS are expected to be serviced only with local cash flows
from their respective group entities.  Despite these restrictions,
Moody's additionally focuses on Dobson's consolidated results when
assigning the company's Corporate Family Rating as Moody's
believes it is possible ACC may eventually seek to provide or
receive support from its related family entities via covenant
relief or other means.  The proposed facility has been notched up
twice from Dobson's Corporate Family Rating to reflect ACC's
relatively low pro-forma senior secured leverage of roughly 1.2x
on a fully funded basis, its resulting strong asset coverage, as
well as Moody's belief that the financial profile of ACC is
similar to that of the overall consolidated results of Dobson.

Assignments:

Issuer: American Cellular Corporation

        Senior Secured Bank Credit Facility, Assigned B1

Headquartered in Oklahoma City, Dobson Communications Corp.
provides wireless service in rural and suburban areas of the US to
approximately 1.5 million subscribers with LTM revenues of roughly
$1.2 billion.


AMERIVEST PROPERTIES: Sells Assets to Koll/PER for $273 Million
---------------------------------------------------------------
AmeriVest Properties Inc. entered into a definitive agreement to
sell its entire portfolio of office properties to Koll/PER LLC, a
limited liability company owned by The Koll Company of Newport
Beach, California, and the Public Employee Retirement System of
Idaho.  The gross purchase price is $273 million, less a reserve
for capital expenditures of approximately $850,000, and includes
an assumption of existing property level debt of approximately
$126 million.

The sale is being made pursuant to the plan of liquidation
previously adopted by AmeriVest and approved by its shareholders
on May 24, 2006.  The transaction is expected to close on a
property-by-property basis beginning in mid-August 2006 as loan
approvals are received from AmeriVest's mortgage lenders.  
Koll/PER LLC has completed its physical due diligence, which
resulted in the capital expenditure reserve; however, the
agreement is subject to customary closing conditions, including
each lender's approval of the buyer's assumption of the debt.  
There is no assurance that the transaction will close on the terms
described or on any terms.

"This agreement is the culmination of an extremely successful and
competitive marketing process, led by the Trammell Crow Company,"
Charles Knight, President and Chief Executive Officer of
AmeriVest, said.  "We were very pleased with both the quality and
the quantity of offers received for these properties.  Working
with Koll and PERSI to complete their due diligence investigation
in an expedited two-week period has further strengthened our
belief that this transaction is in the best interests of our
shareholders.  Koll/PER's knowledge and experience in the smaller
tenant market, as evidenced by their existing 2.5 million-square-
foot portfolio of similar properties, certainly assisted them in
being able to evaluate and underwrite this portfolio in such a
timely fashion.  We look forward to closing this transaction as
quickly as possible and making our initial liquidating
distribution to shareholders shortly thereafter."

The estimated cash proceeds from the sale before closing costs and
adjustments are expected to be approximately $146 million after
repayment of mortgage debt.  Based on the estimated sales
proceeds, AmeriVest is revising its range of estimated cash
distributions in liquidation to a range of $5.05 to $5.35 per
share, compared with the previous range of $4.20 to $4.80 per
share.  The estimated distribution range was revised primarily to
reflect the estimated proceeds from property sales given the
announced agreement with Koll/PER, together with updated estimates
of cash flow from operations, changes in working capital and
capital expenditures through the estimated closing dates in
addition to updated estimates for closing costs and liquidation
expenses.  The variability in the range is the result of estimates
as to the timing of loan approvals and closings and for various
costs of the transaction, including loan assumption and prepayment
fees, if any, legal fees and expenses, and estimates for the total
costs of completing the liquidation and winding up of the company,
which costs are not yet fully determinable.  The Board of
Directors of AmeriVest has not established any dates for the
payment of liquidating distributions, however, provided all or
substantially all of the property sales to Koll/PER close in the
next 90 days, a substantial initial distribution could be made
before year-end.  There can be no assurance with respect to the
timing or amount of any distribution or distributions to be made
by AmeriVest.

                       About The Koll Co.

The Koll Company, with its principal office in Newport Beach,
California, currently owns and manages approximately 2.5 million
square feet of existing multi-tenant, light industrial and
suburban office space and has an additional 1.1 million square
feet under development or in the planning stage.  Since its
founding in 1962, The Koll Company has developed more than 85
million square feet of office, industrial and retail space.
Further information on Koll is available at www.koll.com.

                           About PERSI

Headquartered in Boise, Idaho, The Public Employee Retirement
System of Idaho -- http://www.persi.state.id.us/-- is a  
$9 billion public pension plan.

                   About AmeriVest Properties

Headquartered in Denver, Colorado, AmeriVest Properties Inc.
(AMEX: AMV) -- http://www.amvproperties.com/-- provides Smart
Space for Small Business(TM) in Denver, Phoenix, and Dallas
through the acquisition, repositioning and operation of multi-
tenant office buildings in those markets.

                          *     *     *

AmeriVest Properties Inc.'s stockholders approved a Plan of
Liquidation at its annual meeting, previously approved by the
Company's Board of Directors on Feb. 9, 2006.  Under the Plan, the
Company's remaining 12 office properties will be sold on an
orderly basis and proceeds distributed to stockholders.


ARCAP 2003-1: Fitch Lifts Ratings on $52 Million Class J & K Notes
------------------------------------------------------------------
Fitch Ratings upgrades nine and affirms one class of the notes
issued by ARCap 2003-1 Resecuritization, Inc.  These rating
actions are effective immediately:

    -- $54,800,000 class A affirmed at 'AAA';
    -- $36,000,000 class B upgraded to 'AAA' from 'AA';
    -- $20,500,000 class C upgraded to 'AA' from 'A';
    -- $15,400,000 class D upgraded to 'AA-' from 'A-';
    -- $36,100,000 class E upgraded to 'A+' from 'BBB+';
    -- $13,000,000 class F upgraded to 'BBB+' from 'BBB';
    -- $45,000,000 class G upgraded to 'BBB+' from 'BBB';
    -- $9,000,000 class H upgraded to 'BBB' from 'BBB-';
    -- $28,000,000 class J upgraded to 'BB+' from 'BB';
    -- $24,000,000 class K upgraded to 'B+' from 'B'.

ARCap 2003-1 is a collateralized debt obligation, which closed
Aug. 27, 2003.  ARCap 2003-1 is supported by a static pool of
commercial mortgage-backed securities.  The collateral was
selected and is administered by ARCap REIT, Inc., rated 'CAM1' by
Fitch for structured finance collateral management.

The upgrades are driven primarily by the improved credit quality
of the portfolio and the seasoning of the collateral.  Since
issuance, 25.6% of the portfolio has been upgraded by a weighted
average of 1.7 notches and 4.3% downgraded by a weighted average
of 1 notch.  The overcollateralization and interest coverage tests
have remained stable since issuance.  There are no defaulted
assets in the portfolio.

The ratings of the classes A and B notes address the likelihood
that investors will receive timely payments of interest, as per
the governing documents, as well as the aggregate principal amount
by the stated maturity date.  The ratings of the class C, D, E, F,
G, H, J, and K notes address the likelihood that investors will
receive ultimate interest payments, as per the governing
documents, as well as the aggregate principal amount by the stated
maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


ARCAP 2004-1: Fitch Lifts Ratings on $52 Million Class J & K Notes
------------------------------------------------------------------
Fitch Ratings upgrades nine classes and affirms one class of the
notes issued by ARCap 2004-1 Resecuritization, Inc.  These rating
actions are effective immediately:

    -- $57,100,000 class A affirmed at 'AAA';
    -- $30,600,000 class B upgraded to 'AAA' from 'AA';
    -- $26,500,000 class C upgraded to 'AA' from 'A';
    -- $8,500,000 class D upgraded to 'AA-' from 'A-';
    -- $30,700,000 class E upgraded to 'A+' from 'BBB+';
    -- $13,600,000 class F upgraded to 'BBB+' from 'BBB';
    -- $36,000,000 class G upgraded to 'BBB+' from 'BBB';
    -- $13,000,000 class H upgraded to 'BBB' from 'BBB-';
    -- $31,500,000 class J upgraded to 'BB+' from 'BB';
    -- $20,500,000 class K upgraded to 'B+' from 'B'.

ARCap 2004-1 is a collateralized debt obligation (CDO), which
closed on April 19, 2004.  ARCap 2004-1 is supported by a static
pool of commercial mortgage-backed securities.  The collateral was
selected and is administered by ARCap REIT, Inc., rated 'CAM1' by
Fitch for structured finance collateral management.

The upgrades are driven primarily by the improved credit quality
of the portfolio and the seasoning of the collateral.  Since
issuance, 21.6% of the portfolio has been upgraded by a weighted
average of 1.8 notches and there has been no negative migration.
The overcollateralization and interest coverage tests have
remained stable since issuance.  There are no defaulted assets in
the portfolio.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest and
ultimate repayment of principal by the stated maturity date.  The
ratings of the class C, D, E, F, G, H, J and K notes address the
likelihood that investors will receive ultimate payment of
scheduled and compensated interest and ultimate repayment of
principal by the stated maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


ARLINGTON HOSPITALITY: Has Until August 30 to File Chapter 11 Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
further extended, until Aug. 30, 2006, the exclusive period within
which Arlington Hospitality Inc. and its debtor-affiliates can
file a chapter 11 plan.  The Court also gave the Debtors until
Oct. 30, 2006, to solicit acceptances of that plan.

As reported in the Troubled Company Reporter on May 19, 2006, the
Debtors had been previously granted an extension until June 30,
2006.  The Debtors disclosed that they had recently closed the
sale of substantially all of their business assets to Sunburst
Hospitality, Inc.  The Debtors believe that the appropriate manner
to wind down the estates will likely be through an orderly plan of
liquidation they will propose.

The Debtors tell the Court they are currently engaged in
discussions with the various constituents in their cases,
including the Official Committee of Unsecured Creditors, to
determine how best to tailor a plan of liquidation to benefit the
interests of the estates' creditors.

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under leases
from PMC Commercial Trust.  Arlington Hospitality, Inc., serves as
a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin
Goldgar presiding.  Arlington Hospitality and additional debtor-
affiliates filed for chapter 11 protection on Aug. 31, 2005
(Bankr. N.D. Ill. Lead Case No. 05-34885).  Catherine L. Steege,
Esq., at Jenner & Block LLP, provides the Debtors with legal
advice and Chanin Capital LLC serves as the company's investment
banker.  David W. Wirt, Esq., at Winston & Strawn, represents the
Official Committee of Unsecured Creditors.  As of March 31, 2005,
Arlington Hospitality reported $99 million in total assets and
$94 million in total debts.


ARROWHEAD GENERAL: Moody's Rates 1st-Lien Credit Facilities at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Arrowhead General Insurance Agency, Inc., a leading general agency
for US commercial and personal property & casualty insurance.
Moody's also assigned B2 ratings to Arrowhead's first-lien credit
facilities -- a term loan and a revolving credit facility -- as
well as a B3 rating to the company's second-lien term loan.  The
rating outlook for Arrowhead is stable.

Proceeds from the term loans and from new equity contributions
will be used to fund a recapitalization of the Arrowhead
operations.  Following this transaction, Arrowhead will be owned
by a newly formed holding company, which in turn will be owned by
Spectrum Equity Investors and senior Arrowhead managers.  The
credit facilities will be secured by substantially all of
Arrowhead's assets and guaranteed by substantially all of its
subsidiaries.

According to Moody's, the ratings reflect Arrowhead's position as
a leading US general agency and program specialist, providing
product development, marketing, underwriting and administrative
services to national insurance carriers.  Arrowhead develops
specialized insurance products in cooperation with major insurance
carriers, and distributes those products through a broad network
of brokers.  Arrowhead does not assume insurance risk and does not
process claims.  The company is well diversified by business line
and by geography throughout the US.

These strengths are tempered by the company's considerable
financial leverage and by its modest size relative to other
insurance brokers and agents rated by Moody's.  While there is
transition risk inherent in the new ownership and governance
structure, Moody's believes that this risk is mitigated by
Arrowhead's stable management team and by Spectrum's strong track
record.

The ratings incorporate Moody's expectation of EBITDA margins in
the vicinity of 30% and improving financial leverage and coverage
metrics.  Factors that could lead to an upgrade include yearly
free cash flow exceeding 10% of debt and a debt-to-EBITDA ratio of
less than 3.5 times.  Factors that could lead to a downgrade
include EBITDA margins declining to less than 20%, yearly free
cash flow falling below 5% of debt or a debt-to-EBITDA ratio
exceeding 5.0 times.

Arrowhead, based in San Diego, California, ranks among the largest
general agencies for US property & casualty insurance.  The
company placed $975 million of written premiums and generated
$108 million of net revenues during the 12 months ended May 31,
2006.


ASARCO LLC: Court Approves Spieth Bell as Special Labor Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi authorized ASARCO LLC to employ Spieth, Bell,
McCurdy & Newell Co., LPA, as its special counsel to address
labor-related matters.

As reported in the Troubled Company Reporter on July 7, 2006,
ASARCO has selected Spieth Bell because of the firm's extensive
experience, expertise and recognized national reputation in
handling complex labor negotiations in which labor unions are
actively involved, James R. Prince, Esq., at Baker Botts LLP, in
Dallas, Texas, related.

                           Labor Matters

In July 2005, ASARCO LLC's unionized workers, represented by the
United Steelworkers of America, and 1,500 other employees went on
strike.  As a result, ASARCO's non-striking employees operated
the mines on a limited basis.

In November 2005, after prolonged negotiations and multiple court
hearings, ASARCO and Union representatives reached an agreement
that settled the strike.  The Interim Labor Agreement generally
extended the existing labor agreements until Dec. 31, 2006.

Although the Interim Labor Agreement does not expire until the
end of 2006, ASARCO and the Union representatives believe that
labor negotiations can be protracted and complex and agree that
labor negotiations should start as soon as possible.

Due to Spieth Bell's familiarity with the USW and its past
experience negotiation with the USW on behalf of large companies
in the context of other bankruptcy proceedings, ASARCO believes
that Spieth Bell is uniquely qualified to assist it in upcoming
Union negotiations.

Spieth Bell will carefully coordinate its efforts with ASARCO's
bankruptcy counsel and general labor counsel, Quarles & Brady
Streich Lang, L.L.P, so as to prevent any duplication of effort
to the fullest extent possible, Stanley Dan Pace, Esq., a partner
at Spieth Bell, assured the Court.

Mr. Pace informed the Court that he will be performing most of the
work for ASARCO.  ASARCO will pay $345 per hour for Mr. Pace's
services.  ASARCO will pay $280 to $325 per hour for every other
additional attorney who may provide services on its behalf.  Mr.
Pace and the other attorneys will be reimbursed of all necessary
out-of-pocket expenses that they incur while providing services
to ASARCO.

Spieth Bell does not hold any interests adverse to ASARCO and its
estates, and is disinterested as defined in Section 101(14) of the
Bankruptcy Code.

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: Court Lifts Stay to Prevent Burns Suit Dismissal
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi modified the automatic stay to allow the Burns
Plaintiffs -- Phillip Nelson Burns, Mirjana Pavkovich and Warren
Halfpap -- to seek and obtain relief under non-bankruptcy law in
the Supreme Court of the State of New York to prevent the
dismissal of its Litigation as to the Mexican Corporate
Defendants.

As reported in the Troubled Company Reporter on July 6, 2006, in
October 2004, Phillip Nelson Burns, Mirjana Pavkovich and Warren
Halfpap filed a complaint against a number of defendants,
including Grupo Mexico, S.A. de C.V., Grupo Minero Mexico
Internacional, S.A. de C.V., Controladora Minera Mexico, S.A. de
C.V., and Mexicana de Cobre, S.A. de C.V., in the Supreme Court of
the State of New York.

David M. Genender, Esq., at Baker Botts LLP, in Dallas, Texas,
related that the Burns Litigation refer to:

   -- the leveraged buy-out of ASARCO Incorporated in 1999 by
      Grupo Mexico; and

   -- events since the 1999 buy-out, including the transfer of
      ASARCO's interests in Southern Copper Corporation to
      Americas Mining Corporation.

The Burns Plaintiffs served the summons and Complaint upon the
Mexican Corporate Defendants pursuant to the Hague Convention in
July 2005.  However, none of the Mexican Corporate Defendants has
filed an answer.

When the Debtor filed for bankruptcy, the Burns Litigation became
property of ASARCO's bankruptcy estate and its continued
prosecution was automatically stayed.  As a result, the Burns
Plaintiffs are enjoined from seeking default judgment against the
Mexican Corporate Defendants.

Dismissal of the Burns Litigation would preclude ASARCO from
benefiting from the work undertaken by the Burns Plaintiffs to
properly serve the Mexican Corporate Defendants under the Hague
Convention, Mr. Genender said.

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)


B/E AEROSPACE: Gets Requisite Consents for 8-1/2% Senior Notes
--------------------------------------------------------------
In connection with the cash tender offer and consent solicitation
for B/E Aerospace, Inc.'s outstanding $175 million aggregate
principal amount of its 8-1/2% Senior Notes due 2010, the Company
received the requisite consents from holders of the Notes to amend
the indenture governing the Notes.

The consent solicitation expired at 5:00 p.m. New York City time
on July 21, 2006.  After the expiration of the consent
solicitation, the Company and The Bank of New York Trust Company,
NA, the trustee under the indenture governing the Notes, entered
into a supplemental indenture, which would amend the indenture
under which the Notes were issued.  The supplemental indenture
will not become operative unless and until the Notes that have
been validly tendered on or prior to the Consent Date are accepted
for payment and paid for by the Company.  The supplemental
indenture, if it becomes operative, will amend the indenture
governing the Notes to, among other things, eliminate
substantially all of the restrictive covenants, certain events of
default and other related provisions.

If the Notes are accepted for payment by the Company, the
consideration to be paid for each Note validly tendered and not
validly withdrawn on or prior to 5:00 p.m. on the Consent Date
is $1,071.41 per $1,000 principal amount of Notes, assuming a
July 26, 2006 payment date, which includes a consent payment of
$20 per $1,000 principal amount of Notes.  The consideration to be
paid for each Note validly tendered and not validly withdrawn
after 5:00 p.m. on the Consent Date but on or prior to 5:00 p.m.
New York City time on Aug. 7, 2006, the scheduled expiration date
of the tender offer, is $1,051.41 per $1,000 principal amount of
Notes, assuming an Aug. 8, 2006 payment date, which will exclude
any consent payment.  At 5:00 p.m. on the Consent Date, $174.94
million aggregate principal amount of Notes had been validly
tendered and not withdrawn.

The Company has retained UBS Securities LLC, Credit Suisse
Securities (USA) LLC and J.P. Morgan Securities Inc. to serve as
Dealer Managers, and Global Bondholder Services Corporation to
serve as Depositary and Information Agent.  Persons with questions
regarding the tender offer and consent solicitation should
contact:

     1) UBS Securities LLC
        Telephone (203) 719-4210 (collect)
        Toll Free (888) 722-9555 ext. 4210

     2) Credit Suisse Securities (USA) LLC
        Telephone (212) 325-7596 (collect)
        Toll Free (800) 820-1653

     3) J.P. Morgan Securities Inc.
        Telephone (212) 270-7407 (collect)

     4) Global Bondholder Services Corporation
        Telephone (866) 804-2200

Requests for documentation should be directed to Global Bondholder
Services Corporation.

                       About B/E Aerospace

Based in Wellington, Florida, B/E Aerospace, Inc. (Nasdaq:BEAV) --
http://www.beaerospace.com/-- is a manufacturer of aircraft cabin   
interior products, and a leading aftermarket distributor of
aerospace fasteners.  B/E designs, develops and manufactures a
broad range of products for both commercial aircraft and business
jets. B/E manufactured products include aircraft cabin seating,
lighting, oxygen, and food and beverage preparation and storage
equipment.  The company also provides cabin interior design,
reconfiguration and passenger-to-freighter conversion services.  
Products for the existing aircraft fleet -- the aftermarket --
generate about 60% of sales.  B/E sells and supports its products
through its own global direct sales and product support
organization.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Moody's Investors Service raised the ratings of B/E Aerospace,
Inc., Corporate Family Rating to B1 from B3.  Moody's said the
ratings outlook is stable.


BACHRACH CLOTHING: Court Approves Kronish Lieb as Panel's Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave the Official Committee of Unsecured Creditors of Bachrach
Clothing, Inc., authority to retain Kronish Lieb Weiner & Hellman
LLP as its counsel, nunc pro tunc to June 12, 2006.

As reported in the Troubled Company Reporter on July 12, 2006,
Kronish Lieb is expected to:

   (a) attend the Committee meetings;

   (b) review financial information furnished by the Debtor to the
       Committee and its professionals;

   (c) review and investigate the liens of purported secured
       parties;

   (d) confer with the Debtor's management and counsel;

   (e) review the Debtor's schedules, statement of financial
       affairs and any proposed business plans;

   (f) advise the Committee as to the ramifications of the
       Debtor's activities and pleading before the Court;

   (g) file appropriate pleadings on behalf of the Committee;

   (h) review and analyze the work product of other professionals
       and report to the Committee;

   (i) provide the Committee with legal advice in relation to the
       Debtor's case;

   (j) assist the Committee in negotiations with the Debtor and
       other parties in interest regarding, among other things,
       use of cash collateral, bidding and auction procedures,
       marketing and solicitation activities, and maximizing value
       for unsecured creditors; and

   (j) perform other legal services for the Committee as may be
       necessary.

Kronish Lieb did not disclose the current hourly rate for its
professionals.

Lawrence C. Gottlieb, Esq., a partner at the firm, assured the
Court that his firm and its professionals do not hold any material
interest adverse to the Debtor's estate and are disinterested as
that term defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Chicago, Illinois, Bachrach Clothing, Inc. --
http://www.bachrach.com/-- manufactures and retails formal men's
wear and accessories.  The company filed for chapter 11 protection
on June 6, 2006 (Bankr. N.D. Ill. Case No. 06-06525).  Robert M.
Fishman, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it disclosed
estimated assets and debts between $10 million and $50 million.


BANKATLANTIC BANCORP: Earns $8.4 Million in Second Quarter
----------------------------------------------------------
BankAtlantic Bancorp, Inc., reported net income of $8.4 million
for the three-month period ending June 30, 2006, compared to net
income of $24.5 million in the second quarter 2005.

The Company's year-to-date net income was $15.1 million compared
to $44.4 million for the first six months of 2005.

The Company reported opening 58,000 new low cost deposit accounts,
which resulted to approximately $157 million in new low cost
deposit balances and year-to-date, it opened approximately 135,000
new low cost deposit accounts with corresponding new balances of
approximately $309 million.

Alan B. Levan, Chairman and Chief Executive Officer of
BankAtlantic Bancorp commented, "In BankAtlantic, the second
quarter's results are consistent with our long term strategy of
growing our banking franchise, and with our focus on long term
returns rather than short-term earnings.  The quarter's
performance also reflects the impact of a $2.1 million loss at
Ryan Beck, discussed in detail later in this release, compared to
a $13.0 million profit for the corresponding 2005 quarter.

"As we have previously discussed, BankAtlantic's strategy
includes an aggressive marketing program, new store expansion
program, and extended hours 'convenience model.'  Although these
initiatives involve incremental costs that result in lower
earnings than those of prior periods, we continue to believe these
costs will translate into enhanced long term profitability and
shareholder value.

"During the second quarter, demand deposits rose to a record
level of 29.2% of total deposits and low cost deposits (demand,
savings, and NOW accounts) grew to a record 58.4% of total
deposits. In spite of the continued general national declines in
these deposits (which have steadily declined since June, 2005), we
believe BankAtlantic's growth in new low cost deposits is among
the highest in the industry and continues to outperform the
national trend by approximately 15%.

"Earning assets were essentially unchanged for the second quarter
compared to the prior quarter, consistent with our posture in
response to interest rates and a flat yield curve, and as
discussed below, our margin has continued to improve.  Asset
quality has remained high.

"Earlier during the second quarter, we announced that Ryan Beck
Holdings, Inc., the parent company of Ryan Beck & Co., Inc., had
filed a registration statement with the Securities and Exchange
Commission for an initial public offering of shares of Ryan Beck
Holdings, Inc.'s Class A Common Stock.  The purpose of the
proposed offering is to monetize a portion of BankAtlantic
Bancorp's investment in Ryan Beck through payment to BankAtlantic
Bancorp of a special dividend funded by a portion of the net
proceeds.  While we remain intent on monetizing some portion of
our investment in Ryan Beck, we have postponed the previously
announced initial public offering due to a combination of current
equity market conditions and Ryan Beck's weak recent financial
performance.  At this point, we anticipate proceeding with the
offering when market conditions permit and results at Ryan Beck
improve.

"As part of our on-going stock repurchase program, we bought
250,000 shares of our stock in market transactions during the
quarter."

Headquartered in Fort Lauderdale, Florida, BankAtlantic Bancorp
(NYSE: BBX) -- http://www.BankAtlanticBancorp.com-- is a  
diversified financial services holding company and the parent
company of BankAtlantic and Ryan Beck & Co. Through these
subsidiaries, BankAtlantic Bancorp provides a full line of
products and services encompassing consumer and commercial
banking, brokerage and investment banking.

                       *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2004,
Fitch affirmed the ratings of BankAtlantic Bancorp, Inc., (BBX;
long-term senior 'BB+', short-term senior 'B') and its bank
subsidiary, BankAtlantic FSB, and said its Rating Outlook is
Stable.


BARRINGTON BROADCASTING: S&P Junks Rating on $125 Mil. Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and negative outlook to Barrington Broadcasting LLC.
Standard & Poor's also assigned its 'CCC+' rating to the $125
million in senior subordinated notes due 2014 being issued jointly
by Barrington Broadcasting Group LLC and Barrington Broadcasting
Capital Corp.

At the same time, Standard & Poor's assigned its 'B' rating, at
the same level as the corporate credit rating, and '2' recovery
rating to Barrington Broadcasting Group LLC's proposed $172.5
million secured credit facilities, indicating expectations of a
substantial (80%-100%) recovery of principal in the event of a
payment default.

TV station owner and operator Barrington had approximately $275
million of debt outstanding at March 31, 2006, pro forma for its
planned acquisition of 12 TV stations from Raycom Media Inc.

The company will use borrowings to complete the acquisitions from
Raycom, bringing Barrington's total to 21.  Borrowings under the
credit agreement are guaranteed on a senior basis by parent
Barrington Broadcasting LLC, Barrington Broadcasting Capital
Corp., and the company's operating subsidiaries and FCC license-
holding subsidiaries.  Barrington Broadcasting Capital Corp., and
the company's operating subsidiaries and FCC license-holding
subsidiaries guarantee the senior subordinated debt on a senior
subordinated basis.

"The rating on Barrington reflects the company's heavy debt burden
compared with its narrow cash flow base and exposure to potential
local economic weakness in key markets," said Standard & Poor's
credit analyst Heather M. Goodchild.

Barrington also faces risks of intensifying competition for
audiences and advertisers from traditional and nontraditional
media, TV advertising's vulnerability to economic downturns and
election cycles, and competition from other major-network-
affiliated TV stations having parent companies with larger
financial resources.  These factors are only partially offset by
the competitive positions of Barrington's major-network-affiliated
TV stations, broadcasting's good margin and free cash flow
conversion potential, and healthy station asset values.


BEAVER FOREST: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Beaver Forest Chalet Villa Owners Association, Inc.
        643 Beaver Lake Drive
        Ellijay, Georgia 30540

Bankruptcy Case No.: 06-21032

Type of Business: The Debtor operates a mountain resort.

Chapter 11 Petition Date: July 22, 2006

Court: Northern District of Georgia (Gainesville)

Debtor's Counsel: John C. Pennington, Esq.
                  John C. Pennington, P.C.
                  P.O. Box 275
                  Helen, Georgia 30545
                  Tel: (706) 878-0033
                  Fax: (706) 878-9916

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  Unknown

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


BETH ISRAEL: Wants to Hire Nowell Amoroso as Corporate Counsel
--------------------------------------------------------------
Beth Israel Hospital Association of Passaic asks the U.S.
Bankruptcy Court for the District of New Jersey for authority to
employ Nowell, Amoroso, Klein, Bierman, P.C., as its general
corporate counsel.

Nowell Amoroso will provide general corporate advice and
representation to the Debtor, and provide other legal services as
required.

Herbert C. Klein, Esq., a member of Nowell Amoroso, tells the
Court that the Firm's professionals bill:

      Professional                    Hourly Rate
      ------------                    -----------
      Herbert C. Klein, Esq.             $375
      David Edelberg, Esq.               $350
      Rick Steinberg, Esq.               $300
      Anthony Pantano, Esq.              $275
      Denise T. O'Donnell, Esq.          $225
      Sharmila D. Iazzetti, Esq.         $185
      Adriana Wos-Mysliwiec, Esq.        $175

      Paralegals                         $100

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

Mr. Klein can be reached at:

      Herbert C. Klein, Esq.
      Nowell Amoroso Klein Bierman, P.A.
      155 Polifly Road
      Hackensack, New Jersey 07601
      Tel: (201) 343-5001
      Fax: (201) 343-5181
      http://www.nakb-law.com/

                       About Beth Israel

Headquartered in Passaic, New Jersey, Beth Israel Hospital
Association of Passaic, dba PBI Regional Medical Center --
http://www.pbih.org/-- is a 264-bed, non-profit acute care
hospital located in the City of Passaic, New Jersey.  The Medical
Center represents the consolidation of two significant hospitals,
namely Passaic Beth Israel Hospital and the General Hospital
Center of Passaic, and provides medical and health services
including comprehensive cardiac services program, bypass surgery,
electrophysiology, off pump surgery, and others.

The Company filed for chapter 11 protection on July 10, 2006
(Bankr. D. N.J. Case No. 06-16186).  Mark J. Politan, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $50 million and $100 million.


BETH ISRAEL: Wants to Hire Genova Burns as Special Labor Counsel
----------------------------------------------------------------
Beth Israel Hospital Association of Passaic asks the U.S.
Bankruptcy Court for the District of New Jersey for permission to
employ Genova, Burns & Vernoia, as its special labor counsel.

Genova Burns will provide the Debtor with advice and guidance on
labor and employment matters including all of the complexities
attendant to the Debtor's collective bargaining agreements.

James J. McGovern, III, Esq., a member of Genova Burns, tells the
Court that the Firm's professionals bill:

      Professional                     Hourly Rate
      ------------                     -----------
      James J. McGovern, III, Esq.        $375
      John R. Vreeland, Esq.              $235
      Timothy Averell, Esq.               $200

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

Mr. McGovern can be reached at:

      James J. McGovern III, Esq.
      Genova, Burns & Vernoia
      Eisenhower Plaza II, 354 Eisenhower Parkway
      Livingston, New Jersey 07039
      Tel: (973) 533-0777
      Fax: (973) 533-1112
      http://www.gbvlaw.com

                       About Beth Israel

Headquartered in Passaic, New Jersey, Beth Israel Hospital
Association of Passaic, dba PBI Regional Medical Center --
http://www.pbih.org/-- is a 264-bed, non-profit acute care
hospital located in the City of Passaic, New Jersey.  The Medical
Center represents the consolidation of two significant hospitals,
namely Passaic Beth Israel Hospital and the General Hospital
Center of Passaic, and provides medical and health services
including comprehensive cardiac services program, bypass surgery,
electrophysiology, off pump surgery, and others.

The Company filed for chapter 11 protection on July 10, 2006
(Bankr. D. N.J. Case No. 06-16186).  Mark J. Politan, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $50 million and $100 million.


BMC INDUSTRIES: Taps Foley & Mansfield as Special Local Counsel
---------------------------------------------------------------
BMC Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Minnesota for permission to
employ Foley & Mansfield PLLP, as their special counsel.

The Debtor tells the Court it has commenced the process of
preparing and filing approximately 200 adversary proceedings
pursuant to Section 547 of the Bankruptcy Code.  The Debtor says
that majority of the Preference Actions have and will be filed by
Fredrikson & Byron P.A., its local counsel.  However, Fredrikson &
Byron will be unable to commence seven actions due to conflicts
with existing clients.  The Debtor relates that its lead
bankruptcy counsel, Katlen Muchin Rosenman LLP, is prevented from
independently filing the remaining preference actions due to Local
Rule 83.5(d), which requires association with an active Minnesota
firm.  The Committee is also precluded from filing pursuant to a
Court order dated August 31, 2005.

The Debtor tells the Court that Foley & Mansfield will prosecute
the remaining preference actions on behalf of the Debtors.

The Debtor says that although Foley & Mansfield will file the
remaining preference actions, Katten Muchin will perform majority
of the work.  In fact, the Debtor says, FOley & Mansfield's total
expenditure of time in this matter is anticipated to be less than
15 hours.

Thomas J. Lallier, a partner at Foley & Mansfield, tells the Court
that it currently represent Deutschebank Americas, Inc. - the
agent bank for the Debtors' prepetition lenders.  Mr. Lallier
believes that its representation of Deutschebank does not present
disqualifying conflict of interest since its task is limited to
assisting Katten Muchin and filing the remaining preference
actions.  Mr. Lallier says that the interest of the lenders and
Debtors are aligned with respect to the remaining preference
action.  The Debtors have a fiduciary duty to maximize their
estates for the benefit of creditors while the lenders - who hold
a deficiency claim of $70 million - have a significant interest in
recoveries to be obtained in the preference action, Mr Lallier
relates.

Mr. Lallier discloses that his firm will be reimbursed for their
services by the lenders withou cost to the estates.  Documents
submitted to the Court does not show Foley & Mansfield's billing
rates.

Despite it representation of Deutschebank, Mr. Lallier assures the
Court that it does not hold or represent any interest adverse to
the Debtors or their estates.

Headquartered in Ramsey, Minnesota, BMC Industries Inc. --
http://www.bmcind.com/-- is a multinational manufacturer and     
distributor of high-volume precision products in two business
segments, Optical Products and Buckbee Mears.  The Company, along
with its affiliates, filed for chapter 11 protection (Bankr. D.
Minn. Case No. 04-43515) on June 23, 2004.  Jeff J. Friedman,
Esq., at Katten Muchin Zavis Rosenman, and Clinton E. Cutler,
Esq., at Fredrikson & Byron, P.A., represent the Debtors in there
restructuring efforts.  Thomas J. Flynn, Esq., at Larkin, Hoffman,  
Daly & Lindgren, Ltd., represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
its creditors, it listed $105,253,000 in assets and $164,751,000
in liabilities.


BMC INDUSTRIES: Trustee Says Foley & Mansfield Isn't Disinterested
------------------------------------------------------------------
The U.S. Trustee for Region 12 asks the U.S. Bankruptcy for the
District of Minnesota to deny the employment of Foley & Mansfield
PPLP, as BMC Industries, Inc., and its debtor-affiliates' special
counsel.

The Trustee says that Foley & Mansfield represents an interest
adverse to the estate, namely DeutscheBank Americas, Inc., and the
Debtors' other prepetition lenders.

The Trustee says that Foley & Mansfield's representation of
DeutscheBank causes the firm to be not disinterested and as a
result, is precluded under all subsections of Section 327 of the
Bankruptcy Code.

The Trustee relates that "disinterested" is defined as, inter
alia, a person who is not a creditor and who does not hold or
represent an interest materially adverse to the estate.

The Trustee contends that in the Debtors' bankruptcy proceedings,
Foley & Mansfield represents a creditor holding a secured claim
and is therefore not qualified to represent the estate under
Section 327(a) of the Bankruptcy Code..

The Trustee further argues that Foley & Mansfield's employment is
also not permitted under Section 327(e) of the Bankruptcy Code.

The Trustee says that under Section 327(3), the trustee may employ
for a specified special purpose, attorneys that have "represented
the debtor", if in the best interests of the estate and if the
attorneys do not have an adverse interest on the matter for which
they are employed.  While Section 327(e) permits the employment of
an attorney who would otherwise be disqualified as a result of a
pre petition claim against the estate arising from prior
representation of the debtor, it does not permit the employment of
an attorney who currently represents a secured creditor.

Headquartered in Ramsey, Minnesota, BMC Industries Inc. --
http://www.bmcind.com/-- is a multinational manufacturer and     
distributor of high-volume precision products in two business
segments, Optical Products and Buckbee Mears.  The Company, along
with its affiliates, filed for chapter 11 protection (Bankr. D.
Minn. Case No. 04-43515) on June 23, 2004.  Jeff J. Friedman,
Esq., at Katten Muchin Zavis Rosenman, and Clinton E. Cutler,
Esq., at Fredrikson & Byron, P.A., represent the Debtors in there
restructuring efforts.  Thomas J. Flynn, Esq., at Larkin, Hoffman,  
Daly & Lindgren, Ltd., represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
its creditors, it listed $105,253,000 in assets and $164,751,000
in liabilities.


BWAY CORP: Closes C$74-Mil. Buy of Industrial Containers Pail Biz
-----------------------------------------------------------------
BWAY Corporation finalized the acquisition of substantially all of
the assets, and certain liabilities, of the plastic and steel
general line pail business of Industrial Containers Ltd. for
C$74,100,000.

"The acquisition of ICL's general line plastic and steel pail
business is an important step in meeting our growth and
diversification objectives," Jean-Pierre Ergas, BWAY Corporation's
Chairman and Chief Executive Officer, stated.  "BWAY's 2004
acquisition of NAMPAC expanded the Company's product offering to
include general line rigid plastic packaging.  The ICL acquisition
provides BWAY geographic expansion of our current rigid packaging
markets.  We believe this investment in ICL, combined with the
NAMPAC investment in general line rigid plastic packaging,
significantly improves our ability to serve the North American
general line packaging market, and demonstrates our continuing
commitment to our industry."

                   New Credit Facility Entered

The Company entered into a new $295 million credit agreement led
by Deutsche Bank Securities Inc. and JPMorgan Chase Bank acting as
joint lead arrangers.  The new loan facility includes a $190
million term loan B, a $50 million term loan C (Funded in
equivalent Canadian dollars), a $50 million US revolver, and a $5
million Canadian revolver.  In addition to consideration for the
acquisition, proceeds from the new bank loan facility were used to
repay borrowings and terminate the Company's $255 million credit
agreement.

A full-text copy of the Asset Purchase Agreement between the
Company and Industrial Containers is available for free at:

               http://ResearchArchives.com/t/s?e2e

A full-text copy of the Credit Agreement between the Company and
Lenders is available at:

               http://ResearchArchives.com/t/s?e2f

                   About Industrial Containers

Headquartered in Toronto, Ontario, Industrial Containers Ltd. --
http://www.icl.ca/-- produces plastic and steel pails in Canada.


                        About BWAY Corp.

Headquartered in Atlanta, Georgia, BWAY Corporation --
http://www.bwaycorp.com/-- produces plastic and steel pails for  
the general line category of the North American container
industry.

                         *     *     *

As reported in the Troubled Company Reporter on July 3, 2006,
Standard & Poor's Ratings Services assigned its 'B+' rating and
'2' recovery rating to Bway Corp.'s proposed senior secured bank
facilities, based on preliminary terms and conditions.  The
proposed senior secured credit facilities consist of a $50 million
U.S. revolving credit facility; a $5 million Canadian revolving
credit facility; a $190 million term loan B; and a $50 million
term loan C.

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


CARMIKE CINEMAS: Completes Lease Accounting Review
--------------------------------------------------
Carmike Cinemas, Inc., completed the review of its lease
accounting.

As reported in the Troubled Company Reporter on June 2, 2006,
Carmike will restate previously issued financial statements for
certain prior periods.  Carmike continued its work to complete its
financial statements for the year ended Dec. 31, 2005 and the
additional restated periods.  However, given the complexity of the
restatement and required account adjustments, Carmike did not
anticipate filing its 2005 Form 10-K, all required restatements
and its 2006 first quarter Form 10-Q on or before July 27, 2006 --
the extended filing deadline previously agreed to by Carmike's
lenders and the Nasdaq Listing Qualifications Panel.

      Requests Amendment to Senior Secured Credit Facility

Given the anticipated delay, Carmike initiated the amendment
process for a further extension from its lenders under the senior
secured credit facility.  The terms for such amendment are
currently under discussion.  Carmike anticipates that such
extension will be finalized on or prior to July 27, 2006 -- the
current deadline.

               Request for Nasdaq Filing Extension

Carmike also requested an extension from the Nasdaq Listing
Qualifications Panel to file its 2005 Form 10-K, all required
restatements, and its 2006 first quarter Form 10-Q on or before
August 22, 2006. As previously reported, on April 27, 2006, a
hearing was held before the panel regarding Carmike's appeal of
Nasdaq's determination to delist Carmike's common stock, and the
panel granted an extension to make these filings by July 27, 2006.
There can be no assurance that the Nasdaq panel will grant
Carmike's request for an extension to Aug. 22, 2006.

                  Quarterly Dividend Policy

Carmike currently expects that its Board of Directors will declare
the quarterly dividend for the 2006 second quarter following
resolution of matters.  However, any future dividends are at the
discretion of Carmike's Board of Directors.

Headquartered in Columbus, Georgia, Carmike Cinemas, Inc. (NASDAQ:
CKEC) -- http://www.carmike.com/-- is a premiere motion picture
exhibitor in the United States with 301 theatres and 2,475 screens
in 37 states, as of Dec. 31, 2005.  Carmike's focus for its
theatre locations is small to mid-sized communities with
populations of fewer than 100,000.

                          *     *     *

As reported in the Troubled Company Reporter on June 2, 2006,
Moody's Investors Service placed the ratings for Carmike Cinemas,
Inc. on review for downgrade based on concerns over the company's
weak financial reporting and the potential for holders of
Carmike's $150 million of senior subordinated notes to accelerate
repayment of the obligation if the company does not file its Form
10k on or before June 2.

Carmike Cinemas, Inc. ratings placed on review for possible
downgrade include B2 corporate family rating; B1 senior secured
bank credit facility; and Caa1 senior subordinated bonds rating.
The Company's outlook was changed to rating under review from
negative.


CATHERINE AUSTIN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Catherine S. Austin
        12 Murvon Court
        Westport, Connecticut 06880

Bankruptcy Case No.: 06-50241

Chapter 11 Petition Date: July 21, 2006

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Mark S. Carron, Esq.
                  Carron & Fink, LLC
                  1698-A Post Road East
                  Peppermill Place Office Building
                  Westport, Connecticut 06880-9991
                  Tel: (203) 259-7234
                  Fax: (203) 259-7509

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CATHOLIC CHURCH: Portland Lists Conflicting Trial Schedules
-----------------------------------------------------------
In a letter dated July 10, 2006, Margaret Hoffmann, Esq., at
Schwabe, Williamson & Wyatt, PC, in Portland, Oregon, provided the
U.S. Bankruptcy Court for the District of Oregon with a list of
the tort cases scheduled for trial in January and April 2007 in
the U.S. District Court for the District of Oregon:

                                                   Proposed
   Claimant         Claim No.    Adv. Proc. No.   Trial Date
   --------         ---------    --------------   ----------
   Andre Edmunds       305         06-3253        January 2007
   Patrick Fihn        835         06-3253        January 2007
   Thomas Bigler       185         06-3253        January 2007
   Michael Rossman     197         06-3268        January 2007
   Matthew Clemens     436         04-3361        April 2007
   William Boaz        435         04-3361        April 2007
   Grant Windom        438         04-3361        April 2007
   Steve Bauer         446         04-3361        April 2007
   Michael Schaeffer   431         none           April 2007

Messrs. Boaz and Windom agreed to consolidate their cases for
trial purposes, Ms. Hoffman tells Judge Perris.

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: Father M Insists Records Are Confidential
----------------------------------------------------------
Father M asks the U.S. District Court for the District of Oregon
to reverse the Bankruptcy Court's order requiring him to produce
privileged treatment record.

Michael B. Merchant, Esq., at Black Helterline LLP, in Portland,
Oregon, relates that Father M belongs to the Order of the
Redemptorist.  Although he was stationed in Portland, Oregon,
Father M was headquartered in Denver, Colorado, under the
Provincial Superior of the Denver Province of the Redemptorists.

When allegations of sexual abuse were made against Father M in
Portland, Mr. Merchant says Father M left the place and underwent
a psychological evaluation, at the direction of:

   (1) his Redemptorist superior, Father Richard Thibodeau;

   (2) Father Charles Lienert, the Vicar of Clergy for the
       Archdiocese of Portland in Oregon; and

   (3) Sister Fran Ferder, a nun who had conducted an
       investigation after learning of the sexual abuse
       allegations against Father M.

Tim Smith, a psychologist in Seattle, Washington, conducted the
evaluation.  Father M also underwent in-patient therapy by the
Redemptorists at the Southdown Institute in Ontario, Canada.

Because the Redemptorists both referred Father M for treatment and
paid for his treatment, Mr. Merchant relates that Father M signed
a release that authorized the Canadian facility to discuss his
treatment with the Denver Province of the Redemptorists.  The
release, Mr. Merchant says, was exclusive to the Redemptorist
Order and did not extend to any other person, organization, or
entity.

Although Father M only authorized release of the treatment record
to the Redemptorist Order, Mr. Merchant says the record somehow
came into the possession of the Portland Archdiocese.  Exactly how
or why the treatment record made its way to Portland is unknown
because those people who may have known either did not know or do
not remember, Mr. Merchant notes.

Mr. Merchant contends that the treatment provider released the
treatment record in accordance with Father M's authorization and
did not send them to Portland.

The dispute regarding Father M's medical record arose from a case
filed in the U.S. Bankruptcy Court for the District of Oregon by
various tort plaintiffs seeking records related to sexual abuse
allegations against 37 priests within the Archdiocese.  

Erin K. Olson, Esq., in Portland, Oregon, represents certain of
the tort claimants.

The Bankruptcy Court granted the tort claimants' request in its
"pattern and practice" order dated January 14, 2005.  Pursuant to
that Order, the Portland Archdiocese produced records pertaining
to allegations against many priests, including Father M.  

Mr. Merchant notes that no claims have been filed against Father M
or against the Archdiocese based on Father M's conduct.  The only
reason articulated by tort claimants is that discovery of his
treatment record is "germane to our 'pattern and practice'
investigation."

Father M disagrees that any records pertaining to him are germane
to the tort claimants' investigation, Mr. Merchant asserts.  Even
if his treatment records were germane, Father M would be unduly
prejudiced by the public disclosure of his private treatment
records, Mr. Merchant points out.

           Olson Claimants Say Father M Waived Privilege

Father M has not met his burden of establishing either that the
psychotherapist-patient privilege applies, or if it did, that he
has not waived the privilege by voluntary disclosure, Erin K.
Olson, Esq., in Portland, Oregon, contends on behalf of certain
tort claimants.

The burden of establishing the existence of the privilege is on
the party seeking to exclude the evidence or testimony, Ms. Olson
points out.  By definition, a communication is not "confidential"
if it "is intended to be relayed" to third parties to whom the
privilege or another privilege does not apply.

Therefore, the psychotherapist-patient privilege is not implicated
if Father M sought treatment from the psychologist for the purpose
of having the report and the communications it contains relayed to
his Redemptorist superior or the Archdiocese.

Specifically, Father M did not establish that:

   (a) the treating psychotherapist was among those to whom
       communications are protected;

   (b) his communications were confidential, because in his
       declaration, he acknowledges that the communications were
       intended to be relayed to a third party -- his employer;
       and

   (c) Fr. Thibodeau or the Archdiocese's agents to whom the
       records were released were "participating in the diagnosis
       and treatment under the direction of the psychotherapist",
       as would be required by the Oregon Revised Statutes to
       maintain the privilege.

From the evidence in the record, Ms. Olson contends that Father M
always intended the results of his psychological evaluation and
treatment to be relayed to both of his employers -- the
Redemptorist Order and the Archdiocese.  Ms. Olson relates that in
1981, Father M was assigned by the Redemptorists and the
Archdiocese to lead the Southeast Asian Vicariate in Northeast
Portland, an archdiocesan ministry.

If the psychotherapist-patient privilege did apply to the disputed
record, Father M has waived that privilege when he voluntarily
provided the record to a third party.

Moreover, the Bankruptcy Court did not otherwise abuse its
discretion in directing the disputed record produced to tort
claimants over the objection of Father M because the record would
be covered by a protective order, Ms. Olson notes.

The Bankruptcy Court intended to afford tort claimants an
opportunity to collect "pattern and practice" evidence supporting
their negligence claims against the Archdiocese, Ms. Olson
explains.  A look into the Archdiocese's manner of responding to
accusations against Father M gives tort claimants an opportunity
to review whether it continued its pattern of concealment of
priest-abusers, Ms. Olson says.  

In addition, Ms. Olson points out that the fact that none of the
young women who reported that Father M sexually assaulted them
chose to file lawsuits against the Archdiocese should not preclude
the tort claimants from discovering how the Archdiocese handled
the complaints.

For these reasons, the Olson Claimants ask the District Court to
uphold the Bankruptcy Court's ruling.

                         Father M Replies

Mr. Merchant asserts that the Bankruptcy Court's order is based on
the wrong contention that Father M waived his psychotherapist-
patient privilege.  

Mr. Merchant asserts that a letter from Father Lienert instructing
Father Thibodeau to assure that Father M released the records from
Tim Smith's assessment to Portland Archdiocese is not evidence
that Father M waived the privilege over records for subsequent
treatment.

Moreover, Mr. Merchant points out that the treatment record, which
is the subject of the appeal, is Father M's medical record on his
in-patient treatment in Canada, not the Seattle assessment.  

Father M's employer is the Redemptorist Order, not the Portland
Archdiocese, Mr. Merchant argues.  The Olson Claimants knows this
but nonetheless refers to the Archdiocese as the employer, or
refers to the Archdiocese and the Redemptorist Order collectively
as employers.

There is no evidence that the treatment provider sent the record
to the Archdiocese, Mr. Merchant tells the District Court.  The
treatment record was addressed to Father Thibodeau of the
Redemptorist and only Father M is identified as a copy recipient.

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)


CENTURYTEL INC: Completes $500 Million Share Repurchase Program
---------------------------------------------------------------
CenturyTel, Inc., completed its $500 million accelerated share
repurchase program, which completes the first half of the $1
billion repurchase program approved by the board of directors in
February 2006.

On Feb. 21, 2006, CenturyTel entered into ASR agreements with
investment banks under which it repurchased and retired
approximately 14.36 million shares of its outstanding common
stock, at an average initial price of $34.83 per share.  The
investment banks recently completed their repurchase of an
equivalent number of shares in the open market and on July 19,
2006, CenturyTel made a cash settlement payment of approximately
$28.4 million to the investment banks to complete the program.

With the completion of this ASR program, CenturyTel may repurchase
an additional $500 million of common stock under its previously
authorized $1 billion repurchase program.  The Company currently
expects to purchase the remaining shares under the $1 billion
program through open market purchases, subject to trading window
periods and the program's June 30, 2007 expiration date.

                       FCC Auction Deposit

CenturyTel also paid a $59.1 million deposit to participate in the
Federal Communication Commission's upcoming AWS spectrum auction.

"The acquisition of attractively priced spectrum will enhance
CenturyTel's ability to pursue our broadband services strategies,"
said Glen F. Post, III, chairman and chief executive officer.  
"CenturyTel plans to participate in the AWS auction of licenses
for areas in and around our current service areas.  This deposit
maintains our flexibility to participate without committing us to
bid if values are not attractive."

The AWS auction is scheduled to begin on Aug. 9, 2006.  Unused
deposit amounts will be returned to the Company upon completion of
the auction.

The Company funded the payments with cash on hand and short-term
borrowings.

                        About CenturyTel

Headquartered in Monroe, Louisiana, CenturyTel, Inc. (NYSE:CTL) --
http://www.centurytel.com/-- provides communications, high-speed  
Internet and entertainment services in small-to-mid-size cities
through its broadband and fiber transport networks.  Included in
the S&P 500 Index, CenturyTel delivers advanced communications
with a personal touch to customers in 25 states.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2006,
Moody's Investors Services affirmed CenturyTel's Baa2 senior
unsecured long-term rating following the company's authorization
of a $1 billion share repurchase program on Feb. 22, 2006.  
Moody's believes that given the strength of the company's cash
flows and strong balance sheet at Dec. 31, 2005, the execution of
the share repurchase program will not materially weaken the
company's credit metrics.

As part of this rating action, Moody's affirmed the Company's Baa2
Senior Unsecured Rating; its (P)Baa2 Senior Unsecured Shelf; and
(P)Ba1 Preferred Shelf rating.  The rating outlook is stable.


CHATTEM INC: $107.5 Million 7% Senior Notes Consent Due Today
-------------------------------------------------------------
Chattem, Inc., extended until 5:00 p.m., New York City time, on
Tuesday July 25, 2006, the solicitation of consents from Holders
of its $107.5 million 7% Senior Subordinated Notes due 2014 to an
amendment to the related indenture to increase Chattem's capacity
to make restricted payments by an additional $85.0 million,
including payments for the repurchase of Chattem's common stock.  
The consent solicitation, which commenced on June 26, 2006, was
previously scheduled to expire at 5:00 p.m., New York City time,
on Tuesday, July 18, 2006.

In addition, Chattem amended the terms of the consent
solicitation:

   -- Consent Payment

      On the Payment Date, Chattem will pay a $50 Consent Payment
      for each $1,000 principal amount of the Notes to each Holder
      from which a properly completed and duly executed consent is
      received prior to the Expiration Time and not properly
      revoked, instead of the previously announced Consent Payment
      of $40 for each $1,000 principal amount of the Notes validly
      consented.

   -- Additional Proposed Amendment

      In addition to the Proposed Amendment, Chattem has agreed to
      adjust the Fixed Charge Coverage Ratio that the Company must
      satisfy in order for the Company and its guarantors to incur
      certain types of indebtedness or issue certain types of
      securities to 2.5/1.0.

   -- Effective Time

      The Additional Proposed Amendment will require Chattem to
      obtain the consent of a majority of its lenders under its
      senior credit facility.  Accordingly, the Proposed
      Amendments will not become effective until such time as the
      Lender Consent has been obtained and the other conditions
      previously described in the Consent Solicitation Statement
      dated June 26, 2006 have been satisfied.

Wachovia Securities, as solicitation agent for the consent
solicitation, has advised Chattem that, based on discussions with,
and verbal commitments from, certain holders of the Notes, it
believes that holders of a majority of the aggregate principal
amount of the outstanding Notes will deliver their consents
pursuant to the terms set forth above.

Chattem may further extend the consent solicitation on a daily
basis or for a specified period of time.  If Chattem further
extends the consent solicitation, it will provide notice of such
extension to the Information Agent on the next business day
following the scheduled Expiration Time, which will be followed as
promptly as practicable by notice thereof to holders.  Chattem
currently intends to notify holders of any such extension solely
by issuing a press release, but may elect to utilize other means
reasonably calculated to inform holders of the extension.

If Chattem elects to further extend the period during which the
consent solicitation is open, all consents received will remain
valid (and subject to revocation as provided in the consent
solicitation statement) until the date and time to which the
Expiration Time has been extended.

Questions regarding the consent solicitation may be directed to:

     Wachovia Securities
     Liability Management Group
     Telephone (704) 715-8341
     Toll Free (866) 309-6316

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

     Global Bondholder Services Corporation
     65 Broadway, Suite 704
     New York, New York 10005
     Telephone (212) 430-3774

                          About Chattem

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

                         *     *     *

As reported in the Troubled Company Reporter on July 3, 2006,
Standard & Poor's Ratings Services revised its outlook on Chattem
Inc. to stable from positive.  At the same time, Standard & Poor's
affirmed all of Chattem's ratings, including its 'BB-' corporate
credit rating.  Approximately $151 million of debt was affected by
this action.


CLICK PRINT: Printing Equipment Auction Scheduled on Thursday
-------------------------------------------------------------
Digital copying and printing equipment from the bankruptcy estate
of Chapter 7 Debtor Click Print, LLC, are up for auction at 11:00
a.m. on Thursday, July 27, 2006.

Caspert Management Co., Inc, will facilitate the auction at 66
Ramapo Valley Road in Mahwah, New Jersey.  Interested buyers can
inspect the equipment beginning 9:00 a.m. on the day of the
auction.  Equipment to be auctioned off include:

      -- Challenge Model 20 Power Paper Cutter,
      -- Challenge EH-3A Paper Drill,
      -- Two Baurn 714 Folders,
      -- Sergeant 110 Shrinkwrap System,
      -- Two Xerox Docutech Copy Centers,
      -- HP Designjet 5000,
      -- Mac G4 and G5's,
      -- Linotronic 300 Imagesetter,
      -- Xerox 2515 and 2520 Blue Print Copiers,
      -- Canon Color Copiers,
      -- HP Printers,
      -- Fax Equipment,
      -- Toners, and
      -- Office Furniture

A catalogue of the equipment to be sold at the auction is
available for free at http://researcharchives.com/t/s?e45

All equipment, machinery and inventory is offered as-is, where-is
with all faults.  On-site bidders will be required to immediately
pay a 25% deposit in cash or cash equivalent.  A $100 minimum
payment is required.  All open invoices must be paid in full no
later than Friday, July 28, 2006.

Caspert Management can be reached at (201) 871-1600 or through its
Web site at http://www.caspert.com/

                        About Caspert

Caspert Management Company -- http://www.caspert.com/--
specializes in traditional live on-site Industrial Auctions.  The
firm assists a wide range of companies both large and small to
achieve maximum value for their capital assets.

                      About Click Print

Based in Mahwah, New Jersey, Click Print, LLC, filed a Chapter 7
petition on June 19, 2006 (Bankr. N.J. Case No.: 06-15524).  
Barbara A. Edwards serves as the Debtor's interim Chapter 7
Trustee.  Muscarella, Bochet, Edwards & D'Alessandro, PC,
represents Ms. Edwards.


COLLINS & AIKMAN: CBS Operations Opposes Settlement with Insurers
-----------------------------------------------------------------
CBS Operations Inc., formerly known as Viacom International Inc.,
objects to any Settlement Agreement that does not expressly
protect its rights, particularly its rights to coverage under its
own insurance policies with respect to potential environmental
claims.

Collins & Aikman Corporation and its debtor-affiliates aks the
U.S. Bankruptcy Court for the Eastern District of Michigan to
approve a settlement agreement with their insurers, OneBeacon
Insurance Company and National Indemnity Company.

As part of their prepetition acquisition of the Consumer &
Industrial Products Group, the Debtors inherited certain
environmental liabilities.  The Debtors incurred expenses to
defend claims for damages brought by federal and state
environmental regulatory agencies and remediate the environment.

The Debtors believed that they are entitled to reimbursement from
OneBeacon and National Indemnity for at least a portion of the
payments.

Under the Settlement, the Debtors will:

   (a) receive $5,500,000 from the Insurers;

   (b) dismiss with prejudice the Coverage Action;

   (c) release the Insurers from all obligations in connection
       with the Environmental Claims; and

   (d) indemnify and hold the Insurers harmless from certain
       claims made against them arising from the Environmental
       Claims; provided that, the indemnification will not exceed
       the $5,500,000 settlement payment.

                         CBS' Objection

The Debtors are the successors-in-interest to Wickes Companies,
Inc., and certain of its subsidiaries.  CBS is the successor-in-
interest to an entity known as Gulf & Western Industries, Inc.

Pursuant to an Agreement among Gulf & Western and Wickes dated
September 12, 1985, Wickes acquired from Gulf & Western the
business and properties of the Gulf & Western Consumer and
Industrial Products Group.  The business and properties of the
Group included numerous corporations and unincorporated entities.

Pursuant to the CIPG Agreement, Wickes generally assumed all
liabilities and obligations directly and primarily associated
with the CIPG.  CBS believes that the liabilities of corporations
and operations sold to Wickes remain the responsibility of the
Debtors.

Under the CIPG Agreement, the Debtors, as successors-in-interest
to Wickes, are generally obligated to defend and indemnify Gulf &
Western with respect to liabilities of the CIPG.

Michael C. Hammer, Esq., at Dickinson Wright PLLC, in Ann Arbor,
Michigan, notes that the Debtors' proposed settlement with
insurers does not expressly address CBS's rights with respect to
potential environmental claims related to the CIPG Agreement or
otherwise.  Mr. Hammer notes that the current draft of the
Settlement Agreement appears to address this issue, but indicates
that the language "does not yet reflect a meeting of the minds
between the parties."

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)


COMPLETE RETREATS: Files Chapter 11 Reorganization in Connecticut
-----------------------------------------------------------------
Complete Retreats, LLC, fdba as Tanner & Haley Resorts, and its
affiliates filed voluntary petitions to reorganize under Chapter
11 of the U.S. Bankruptcy Code.  The Chapter 11 filing was made on
July 23, 2006, in the U.S. Bankruptcy Court for the District of
Connecticut in Bridgeport, Connecticut.

Tanner & Haley has taken this action to enhance its ability to
meet its financial obligations, modify its business model and
position the company for long-term stability.

In connection with the financial reorganization, Tanner & Haley
has obtained a commitment from its principal pre-petition lenders,
The Patriot Group, LLC, and Beal Bank, S.S.B., for interim debtor-
in-possession financing of $10 million.  This interim financing
and the company's pre-petition credit facilities will be replaced
in due course by a permanent credit facility of up to $85 million.  
The purpose of this financing, which is subject to court approval,
is to help ensure Tanner & Haley's ability to continue to operate
in the ordinary course, such as meeting its employee payroll and
post-petition vendor obligations during the reorganization
process.

Tanner & Haley remains in operation and is continuing to serve its
members.  The company intends to continue to meet substantially
all travel commitments previously made to members and to continue
to provide members with a wide range of destinations and services.

             Chief Restructuring Officer Appointment

Tanner & Haley also reported that Holly Felder Etlin, a Principal
at XRoads Solutions Group LLC, has been named Chief Restructuring
Officer, a new position.  In this capacity she will work with the
company's existing management team in overseeing day-to-day
operations, financial matters and strategic planning.  Ms. Etlin
has more than 25 years of experience providing restructuring and
reorganization services to companies and their creditors in the
retail, distribution, consumer products, and health care
industries.  Most recently she served as turnaround advisor to
Winn-Dixie Stores, Inc., Chief Restructuring Officer at Impath,
Inc. and Chief Restructuring Officer of San Francisco Music Box
and The Museum Company.

"We deeply regret any impact the Chapter 11 filing may have on our
Members and other creditors," Rob McGrath, founder and Chief
Executive Officer of Tanner & Haley, said.  "Now, as always, we
appreciate the interest and support of our Members, employees,
vendors and other business partners.  Together, we hope to
position the company for continued leadership in the hospitality
industry for many years to come."

In a letter sent to its Members, Tanner & Haley said that its
financial difficulties were largely attributable to a business
model that proved to be unsustainable, with revenues unable to
keep pace with the costs associated with its "members-first"
approach. Among other things, the company in the past rarely
refused a Member's travel request, and if a desired property in
the company's portfolio was unavailable when requested, the
company would commonly enter into a costly short-term lease with a
third party.  In addition, many destination club members received
their memberships at a deep discount and/or locked in extremely
low annual dues and daily usage fees.  The company also pursued
various business and real estate ventures that it believed to be
synergistic but that ultimately proved unsuccessful.  The factors,
coupled with increasingly stiff competition in its industry, made
it difficult for the company to pay its bills, make planned
improvements on existing properties and invest in new properties.  
Accordingly, the company intends to use the Chapter 11 process to
stabilize its finances and develop a more viable business model.

"As part of the Chapter 11 process, we will be reviewing and,
where appropriate, revising Tanner & Haley's business model so
that, upon completion of the financial reorganization, the company
will be better positioned to achieve long-term strength,
stability, profitability and growth," Ms. Etlin said.  "We are
also committed to having the company emerge from the process with
greatly enhanced corporate governance and financial transparency."

                        First-Day Motions

The Company filed several first day motions in the Connecticut
bankruptcy court to support its ongoing U.S. operations, including
requests for interim approval of the DIP facility and for
permission to pay employees and continue employee benefit programs
during the reorganization process, both of which are expected to
be approved.

Tanner & Haley's legal counsel with regard to its financial
reorganization is Dechert LLP.

                  About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats, LLC,
fdba as Tanner & Haley Resorts -- http://www.tannerandhaley.com/
-- is a hospitality and real estate management company that
operates a collection of offerings with a focus on providing
Members and guests private residence use with an array of
luxurious services, amenities and life-defining experiences.  
Offering three Clubs -- Private Retreats, Distinctive Retreats and
Legendary Retreats -- each with its own pricing structure,
consumers can select the level of membership that suits their life
best.


COMPLETE RETREATS: Case Summary & 50 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Complete Retreats, LLC
        fdba Tanner & Haley Resorts
        fdba Tanner & Haley Worldwide Resorts
        fdba Tanner & Haley Worldwide
        fdba Tanner & Haley Destination Clubs
        fdba A & K Destinations
        fdba Abercrombie & Kent Destinations
        fdba Abercrombie & Kent Destination Clubs
        285 Riverside Avenue, Suite 310
        Westport, Connecticut 06880
        Tel: (203) 291-5500

Bankruptcy Case No.: 06-50245

Debtor-affiliates filing separate chapter 11 petitions:

   Entity                                             Case No.
   ------                                             --------
   Preferred Retreats, LLC                            06-50246
   LR Management Company, LLC                         06-50247
   New Retreats Holding Co., LLC                      06-50248
   T&H Villas, LLC                                    06-50249
   Town Clubs, LLC                                    06-50250
   Preferred Aviation, LLC                            06-50251
   Preferred Retreats Travel Company, LLC             06-50252
   Preferred Retreats Design Group, LLC               06-50253
   Private Retreats, LLC                              06-50254
   European Retreats, LLC                             06-50255
   Distinctive Retreats, LLC                          06-50256
   DR MGM I, LLC                                      06-50257
   DR MGM II, LLC                                     06-50258
   DR MGM III, LLC                                    06-50259
   DR MGM IV, LLC                                     06-50260
   Private Retreats Steamboat, LLC                    06-50261
   Private Retreats Steamboat II, LLC                 06-50262
   Private Retreats Telluride I, LLC                  06-50263
   Private Retreats Kamalani, LLC                     06-50264
   Private Retreats Tortuga, LLC                      06-50265
   Private Retreats Whitewing, LLC                    06-50266
   Private Retreats Belfair, LLC                      06-50267
   Private Retreats Cabin 4, LLC                      06-50268
   Private Retreats Cabin 8, LLC                      06-50269
   Private Retreats Colinas, LLC                      06-50270
   Private Retreats Yacht Club Tortola, LLC           06-50271
   Private Retreats Yacht Club Mediterranean, LLC     06-50272
   Private Retreats Teton I, LLC                      06-50273
   Private Retreats Snake River I, LLC                06-50274
   Private Retreats Snake River II, LLC               06-50275
   Private Retreats Stowe II, LLC                     06-50276
   Private Retreats Stowe III, LLC                    06-50277
   Private Retreats Preserve Way, LLC                 06-50278
   Private Retreats Highpoint, LLC                    06-50279
   Private Retreats Tortola, LLC                      06-50280
   Private Retreats Pinecone 305, LLC                 06-50281
   Private Retreats Deer Valley I, LLC                06-50282
   Private Retreats Tahoe I, LLC                      06-50283
   Private Retreats Tahoe II, LLC                     06-50284
   Private Retreats Tahoe III, LLC                    06-50285
   Private Retreats Belize, LLC                       06-50286
   Private Retreats Hospitality, LLC                  06-50287
   Private Retreats Powell II, LLC                    06-50288
   Private Retreats Powell III, LLC                   06-50289
   PR Esperanza II, LLC                               06-50290
   PR Esperanza III, LLC                              06-50291
   Olde Cypress I PR, LLC                             06-50292
   Olde Cypress II PR, LLC                            06-50293
   PR Vegas III, LLC                                  06-50294
   A&K Destinations, LLC                              06-50295
   A&K Luxury Automobiles, LLC                        06-50296
   Bermuda Cliffs, LLC                                06-50297
   Private Retreats II, LLC                           06-50298
   Private Retreats Nevis, LLC                        06-50299
   Distinctive Retreats II, LLC                       06-50300
   Legendary Retreats, LLC                            06-50301
   Private Retreats Casa Dorada, LLC                  06-50302
   Private Retreats Summit, LLC                       06-50303
   P180, LLC                                          06-50304
   DR Cerezas, LLC                                    06-50305
   Preferred Brokerage, LLC                           06-50306

Type of Business: Founded in 1998, the Debtors operate five-star
                  hospitality and real estate management
                  businesses and are pioneers and market leaders
                  of the destination club industry.  The Debtors
                  operate under the trade name Tanner & Haley
                  Resorts.  See http://www.akdestinations.com/and
                  http://www.tannerandhaley.com/

                  In addition to their mainline destination club
                  business, the Debtors also operate an air travel
                  program for destination club members, a villa
                  business, luxury car rental services, wine sales
                  services, fine art sales program, and other
                  amenity programs for members.
                  See http://www.tannerandhaleyjets.com/and
                  http://www.tannerandhaleyvillas.com/

Chapter 11 Petition Date: July 23, 2006

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtors' Counsel: Nicholas H. Mancuso, Esq.
                  Jeffrey K. Daman, Esq.
                  Dechert LLP
                  90 State House Square
                  Hartford, Connecticut 06103
                  Tel: (860) 524-3950
                  Fax: (860) 524-3930

                       -- and --

                  Joel H. Levitin, Esq.
                  David C. McGrail, Esq.
                  Richard A. Stieglitz Jr., Esq.
                  Dechert LLP
                  30 Rockefeller Plaza
                  New York City 10112
                  Tel: (212) 698-3500
                  Fax: (212) 698-3599

Debtors' Financial
and Restructuring
Advisor:          XRoads Solutions Group, LLC
                  1821 East Dyer Road, Suite 225
                  Santa Ana, California 92705
                  Tel: (949) 567-1600
                  Fax: (949) 567-1655
                  http://www.xroadsllc.com/

Estimated Assets:  Unknown

Total Debts:  $308,000,000

Debtors' Consolidated List of their 50 Largest Unsecured
Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Janine Schlierf                   Litigation Claim        Unknown
59 Bob Hill Road
Ridgefield, CT 06877
c/o Koskoff, Koskoff & Bieder
350 Fairfield Avenue
Bridgeport, CT 06604
Tel: (203) 336-4421
Fax: (203) 368-3244

Gregory Wendt                     Membership Deposit   $1,300,000
1 Market Street
Stuart Tower 1800
San Francisco, CA 94105-1409
Tel: (415) 393-7161

Scott Walchek                     Membership Deposit   $1,300,000
295 Barrington Lane
Alamo, CA 94507
Tel: (925) 297-1212

Wil Vanloh                        Membership Deposit   $1,300,000
3208 Locke Lane
Houston, TX 77019

Ignacio Torras                    Membership Deposit   $1,300,000
777 Post Oak Boulevard
Suite 650
Houston, TX 77056
Tel: (713) 963-0066

Nick Thakore                      Membership Deposit   $1,300,000
11 Cranmore Road
Wellesley, MA 02481

Greg Newman                       Membership Deposit   $1,300,000
389 South Avenue
Alamo, CA 94507
Tel: (925) 820-1218

Peter Lowe                        Membership Deposit   $1,300,000
1370 South Ocean Boulevard
Manalasan, FL 33462

Len J. Lauer                      Membership Deposit   $1,300,000
2927 Verona Road
Mission Hills, KS 66208

Stephen Kaplan                    Membership Deposit   $1,300,000
434 Marguerita
Santa Monica, CA 90402

Mark Houghton-Berry               Membership Deposit   $1,300,000
Corner Green, South Drive
Virginia Water
Surrey GU 25 4JS

John Harvey                       Membership Deposit   $1,300,000
6805 Avondale
Oklahoma City, OK 73116
Tel: (405) 848-3560

Alan Fox                          Membership Deposit   $1,300,000
12411 Ventura Boulevard
Studio City, CA 91604
Tel: (818) 519-6666

Boyd Fellows                      Membership Deposit   $1,300,000
32 Shady Lane
Ross, CA 94957
Tel: (415) 456-4900

Richard Cornelius                 Membership Deposit   $1,300,000
8 Camargo Pines Lane
Cincinnati, OH 45243
Tel: (513) 984-9440

Chris Stevens                     Membership Deposit     $750,000
1816 Tribute Road
Sacramento, CA 95815
Tel: (916) 643-1444

Piper Rudnick Gray Cary           Legal Services         $671,651
Douglas A. Rappaport, Esq.
1251 Avenue of the Americas
New York City 10020
Tel: (212) 835-6000
Fax: (212) 835-6001

Intagio                           Media Services         $655,974
Roger Juntilla, Esq.
Steven Lewicky, Esq.
22 Fourth Street, Suite 1120
San Francisco, CA 94103
Tel: (415) 247-9500
Fax: (415) 284-5366

Abercrombie & Kent                Sales & Marketing      $532,462
1520 Kensington Road              Services
Oak Brook, IL 60523
Tel: (800) 323-7308
Fax: (630) 954-3324

Double AA Builders                Trade Debt             $503,883
Geoffrey E. Schwan, Esq.
Holden Brodman, Esq.
6040 East Thomas Road
Scottsdale, AZ 85251

Vickie Sanders                    Membership Deposit     $479,500
319 8th Avenue West
Kirkland, WA 98033
Tel: (425) 889-8218

Patricia Sullivan                 Membership Deposit     $477,250
5445 Harbortown Circle
Prospect, KY 50059
Tel: (502) 228-5059

Guy Bond                          Membership Deposit     $475,000
2929 Allen Parkway, Suite 1530
Houston, TX 77019
Tel: (713) 526-4848

Carl Bufka                        Membership Deposit     $475,000
8735 Lapalama Lane
Naples, FL 34108
Tel: (239) 594-9129

Chad Carpenter                    Membership Deposit     $475,000
42366 North 111th Place
Scottsdale, AZ 85262
Tel: (480) 488-0301

Fred Gould                        Membership Deposit     $475,000
60 Cutter Mill Road
Great Neck, NY 11021
Tel: (516) 773-2747

William Green                     Membership Deposit     $475,000
14 Bluewater Hill
Westport, CT 06880
Tel: (203) 222-7890

Richard Korpan                    Membership Deposit     $475,000
31483 Morning Star
Evergreen, CO 80439
Tel: (303) 679-1708

Randy Heady                       Membership Deposit     $474,805
5320 Spring Valley Road
Suite 220
Dallas, TX 75254
Tel: (972) 661-1606

Tom Fallon                        Membership Deposit     $474,415
95 Patricia Drive
Atherton, CA 94027
Tel: (650) 839-1050

Joseph Cusimano                   Membership Deposit     $472,644
800 North Michigan Avenue
Apartment 4601
Chicago, IL 60611
Tel: (312) 867-0271

Jess Mogul                        Membership Deposit     $470,839
347 West 87th Street, Suite 1
New York City 10024
Tel: (212) 875-9793

James Gray                        Membership Deposit     $460,000
3420 Oyster Bay Court
Cincinnati, OH 45244
Tel: (513) 561-7943

Steve Sadek                       Membership Deposit     $460,000
7855 North Pehasant Lane
River Hills, WI 53217
Tel: (414) 540-9510

Raymond Dee                       Membership Deposit     $452,895
938 Sp9anish Moss Trail
Naples, FL 34108
Tel: (239) 591-0161

Michael George                    Membership Deposit     $450,925
108 Quail Lane
Wayne, PA 19087
Tel: (610) 688-8145

Dennis Kavelman                   Membership Deposit     $450,473
557 Hemingway Place
Waterloo, N2TI24
Tel: (519) 885-8223

Bruce T. Bishop                   Membership Deposit     $450,450
1405 South Veaux Loop
Norfolk, VA 23509
Tel: (757) 628-5573

Paul Dietz                        Membership Deposit     $450,000
1025 East Maple, Suite 200
Birmingham, MI 48009
Tel: (248) 644-9163

John Georgius                     Membership Deposit     $450,000
466 Fenton Place
Charlotte, NC 28207-1918
Tel: (704) 333-9547

William Graham                    Membership Deposit     $450,000
4435 University Boulevard
Dallas, TX 75205
Tel: (340) 776-2287

George Greenwald                  Membership Deposit     $450,000
9504 East Rising Sun Drive
Scottsdale, AZ 85262
Tel: (970) 954-6379

Scott Rechler                     Membership Deposit     $450,000
2255 Broadhollow Road
Melville, NJ 11747
Tel: (631) 622-6622

James Verdorn                     Membership Deposit     $450,000
9203 Victoria Drive
Eden Prairie, MN 55347
Tel: (952) 906-0497

Tom White                         Membership Deposit     $450,000
2801 Van Dam Street
Lincoln, NE 68502
Tel: (402) 421-1604

David Whiting                     Membership Deposit     $450,000
P.O. Box 1108
Tustin, CA 92781-1108
Tel: (949) 499-4678

Jim Gilbert                       Membership Deposit     $448,635
9 Alden Road
Wellesley, MA 02481
Tel: (781) 237-6502

Keith Schumann                    Membership Deposit     $448,635
101 Laurel Keep
Williamsburg, VA 23185
Tel: (757) 220-8743

Arthur Epker                      Membership Deposit     $448,375
31 Candleberry Lane
Weston, MA 02493
Tel: (617) 526-8992

Brad Daugherty                    Membership Deposit     $447,903
1239 Cane Creek Road
Fletcher, NC 28732
Tel: (828) 277-7526


CONSOLIDATED COMMS: Moody's Affirms B1 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating for Consolidated Communications Holdings, Inc. following
the company's announcement that it will increase the size of its
senior secured credit facilities by up to $45 million to fund the
purchase of the remaining equity interests held by its sponsor,
Providence Equity.  The ratings of Consolidated Communications
Acquisition Texas, Inc.'s and Consolidated Communications Inc.
senior secured credit facilities, including the $45 million add-on
to Term D, have also been affirmed at B1.  Moody's has also
affirmed the B3 rating on the company's senior unsecured notes and
the SGL-2 speculative grade liquidity rating.  The outlook remains
stable.

Moody's has affirmed these ratings:

Consolidated Communications Holdings:

    - Corporate Family Rating -- B1
    - Senior Unsecured Notes due 2012 -- B3
    - Liquidity rating -- SGL-2

Consolidated Communications Acquisition and Consolidated
Communications Inc:

    - Senior Secured Credit Facilities -- B1

The outlook for all ratings remains stable.

In Moody's opinion, although the $60 million total equity buyback
will be funded with up to $45 million in debt and approximately
$15 million from cash balances, which will modestly impact the
company's liquidity, the increase in leverage is not significant
enough to materially alter the company's overall credit profile.
The company's liquidity is supported by the remaining $20 million
in cash balances and the availability of the $30 million revolving
credit facility.  Pro forma for the financing, Moody's expects the
company's leverage to increase to 4.8x of its projected 2006 year
end debt to EBITDA from 4.5x at year-end 2005. Moody's also notes
that the company expects to save up to $6 million in dividend
payments (at the current payout ratio) following the retirement of
the purchased stock, which will be partially offset by about $3.0
million of incremental interest expense on the add-on debt and
forgone interest income on an after-tax basis.  The B1 corporate
family rating also reflects CCHI's vulnerability to heightened
wireless and cable telephony competition in its rural markets, its
relatively flat top-line growth prospects and limited post-
dividend free cash flow.  The rating benefits from the company's
stable operating cash flow, a favorable regulatory environment,
and barriers to competitive entry.

The stable outlook reflects Moody's belief that, over the next 12
to 18 months, CCHI will continue to sustain its current level of
revenue and free cash flow through the growth of DSL services and
enhanced bundled offerings, which include IPTV in the Illinois
markets.  The outlook also incorporates Moody's expectations that
the company will not increase its dividend payout and implement
any share buyback program over the intermediate term.

Consolidated Communications Holdings, Inc., is a rural local
exchange carrier headquartered in Mattoon, Illinois.


CREDIT SUISSE: Moody's Junks Rating on $6.7 Million Class N Certs.
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes,
downgraded the rating of one class and affirmed the ratings of
seven classes of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-
CK3:

    - Class A-3, $94,353,959, Fixed, affirmed at Aaa
    - Class A-4, $582,406,000, Fixed, affirmed at Aaa
    - Class A-X, Notional, affirmed at Aaa
    - Class B, $42,262,000, Fixed, affirmed at Aaa
    - Class C, $56,348,000, WAC Cap, upgraded to Aaa from Aa3
    - Class D, $11,268,000, WAC Cap, upgraded to Aa1 from A1
    - Class E, $14,088,000, WAC Cap, upgraded to Aa3 from A2
    - Class F, $25,357,000, WAC Cap, upgraded to A3 from Baa1
    - Class G-1, $8,000,000, WAC Cap, upgraded to Baa2 from Baa3
    - Class G-2, $11,722,000, WAC, upgraded to Baa2 from Baa3
    - Class H, $14,088,000, Fixed, affirmed at Ba1
    - Class J, $24,793,000, Fixed, affirmed at Ba2
    - Class K, $9,016,000, Fixed, affirmed at B1
    - Class N, $6,762,000, Fixed, downgraded to Ca from Caa2

As of the July 17, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 17.7%
to $927.0 million from $1.13 billion at securitization.  The
Certificates are collateralized by 161 mortgage loans.  The loans
range in size from less than 1.0% to 5.0% of the pool, with the
top ten loans representing 25.2% of the pool.  The pool consists
of two shadow rated loans, representing 9.9% of the pool, and a
conduit component, representing 90.1% of the pool.  Twenty-three
loans, representing 25.8% of the pool, have defeased and have been
replaced with U.S. Government securities.  The defeased loans
include five of the top ten loans -- Alliance GT 5 ($40.6 million
- 4.4%), Alliance GT 6 ($33.1 million - 3.6%), Metropolitan
Apartments ($23.3 million - 2.5%), Plaza Antonio ($21.6 million -
2.3%), and Silverthorne Factory Outlet Stores ($21.3 million -
2.3%).

Three loans, representing 2.9% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of
approximately $7.2 million for all of the specially serviced
loans.  Twenty-four loans, representing 10.5% of the pool, are on
the master servicer's watchlist.  Four loans have been liquidated
from the trust, resulting in realized losses of approximately
$11.7 million.

Moody's was provided with year-end 2005 operating results for
93.8% of the pool.  Moody's loan to value ratio for the conduit
component is 87.1%, essentially the same as at last review.
Moody's is upgrading Classes C, D, E, F, G-1 and G-2 due to
increased subordination levels and a significant percentage of
defeased loans.  Moody's is downgrading Class N due to realized
and anticipated losses from the specially serviced loans and LTV
dispersion.  Based on Moody's analysis, 15.1% of the conduit pool
has a LTV greater than 100.0%, compared to 13.9% at last review.
Approximately 55.7% of the loans with a LTV over 100.0% are
secured by older multifamily properties.  Fifteen loans,
representing 8.4% of the pool, have debt service coverage of 0.9x
or less based on the borrowers' reported operating performance and
the actual loan constant, compared to 13 loans, representing 6.5%
of the pool at last review.

The largest shadow rated loan is the Atrium Mall Loan ($46.3
million - 5.0%), which is secured by a 214,800 square foot
enclosed shopping center located approximately nine miles west of
downtown Boston in Chestnut Hill, Massachusetts.  Loan sponsors
include Simon Property Group, New York State Teachers Retirement
System, TIAA-CREF and J.P. Morgan.  Major tenants include Borders
Books (12.6% GLA; lease expiration May 2010), The Gap (9.4% GLA;
lease expiration February 2009), Anthropologie (6.7% GLA; lease
expiration January 2009) and Pottery Barn (6.5% GLA; lease
expiration January 2009).  The center is 94.3% occupied, compared
to 92.0% at last review.  Performance weakened in 2005.  Revenue
and net operating income in 2005 declined by 7.5% and 14.7%
respectively, from calendar year 2004. Moody's current shadow
rating is A2, compared to A1 at last review.

The second shadow rated loan is the Almaden Plaza Loan
($45.8 million - 4.9%), which is secured by a 544,900 square foot
power/community center located in San Jose, California.  Major
tenants include Costco Wholesale (25.0% GLA; lease expiration
February 2017), Bed Bath & Beyond (11.4% GLA; lease expiration
January 2010) and TJ Maxx (9.9% GLA; lease expiration April 2012).
Performance has been stable.  The center is 97.0% occupied,
compared to 96.3% at last review.  Leases representing less than
9.0% of the property's net rentable area expire through year-end
2007.  Moody's current shadow rating is Baa3, compared to Ba1 at
last review.

The top three conduit loans represent 7.5% of the outstanding pool
balance.  The largest conduit loan is the Rambus, Inc. Loan ($27.8
million - 3.0%), which is secured by a 96,600 square foot office
building located approximately ten miles northwest of San Jose in
Los Altos, California.  The property was built in 2000 and serves
as the corporate headquarters of Rambus, Inc. (100.0% NRA; lease
expiration December 2010).  The San Jose market has steadily
improved over the past year in both occupancy and rental levels.
The current submarket rent is estimated at $30.00 per square foot,
compared to $25.00 per square foot at last review. In-place rents
average $44.00 per square foot.  Moody's LTV has improved from
last review but still remains in excess of 100.0%, compared to
97.5% at securitization.

The second largest conduit loan is the Foothill Village Shopping
Center Loan ($24.0 million - 2.6%), which is secured by a 275,000
square foot community shopping center located in Salt Lake City,
Utah.  Major tenants include Dan's Foods (14.5% GLA; lease
expiration October 2013), Stein Mart (11.7% GLA; lease expiration
October 2015) and Sports Den (6.5% GLA; lease expiration October
2016).  The property is 95.6% occupied, essentially the same as at
last review.  Performance has been strong, driven by solid revenue
growth and improved expense margins.  Moody's LTV is 79.4%,
compared 84.6% at last review.

The third largest conduit loan is the Ryan Ranch Office Center
Loan ($18.0 million - 1.9%), which is secured by a 150,000 square
foot, 6-building office complex built in 1992 and located in
Monterey, California.

Major tenants include:

   a) Excelligence Learning Corporation (17.7% GLA; lease
      expiration June 2007),

   b) California American Water (10.8% GLA; lease expiration
      August 2007), and

   c) Taiyo Pacific Partners (7.9% GLA; lease expiration August
      2010).

Performance has declined due to lease rollover and a resulting
decrease in occupancy.  At year-end 2005, the property was 87.6%
occupied, compared to 93.3% at year-end 2004.  Approximately 50.0%
of the building's net rentable area is scheduled to expire by
year-end 2007.  Moody's LTV is 95.2%, compared to 91.6% at last
review.

The pool's collateral is a mix of:

   -- U.S. Government securities (25.8%),
   -- multifamily (24.1%),
   -- retail (23.3%),
   -- office and mixed use (20.0%),
   -- industrial and self storage (5.7%),
   -- lodging (0.6%) and
   -- credit tenant lease (0.5%).

The collateral properties are located in 29 states plus
Washington, D.C.  The highest state concentrations are California
(29.6%), Texas (8.1%), Massachusetts (7.6%), Georgia (6.5%) and
Virginia (5.6%). All of the loans are fixed rate.


CREST 2004-1: Fitch Holds B Rating on $89.6 Mil. Preferred Shares
-----------------------------------------------------------------
Fitch Ratings upgrades 10 classes and affirms 4 classes of the
notes issued by Crest 2004-1, Ltd.:

    -- $179,221,464 class A senior secured floating-rate term
       notes affirmed at 'AAA';

    -- $44,000,000 class B-1 second priority floating-rate term
       notes upgraded to 'AAA' from 'AA';

    -- $8,491,250 class B-2 second priority fixed-rate term notes
       upgraded to 'AAA' from 'AA';

    -- $2,710,000 class C-1 third priority floating-rate term
       notes upgraded to 'AA+' from 'A+';

    -- $23,000,000 class C-2 third priority fixed-rate term notes
       upgraded to 'AA+ from 'A+';

    -- $17,140,000 class D fourth priority fixed-rate term notes
       upgraded to 'AA' from 'A';

    -- $13,000,000 class E-1 fifth priority floating-rate term
       notes upgraded to 'A+' from 'BBB+';

    -- $12,710,000 class E-2 fifth priority fixed-rate term notes
       upgraded to 'A+' from 'BBB+';

    -- $6,427,500 class F sixth priority floating-rate term notes
       upgraded to 'BBB+' from 'BBB';

    -- $2,000,000 class G-1 seventh priority floating-rate term
       notes upgraded to 'BBB-' from 'BB+';

    -- $9,783,750 class G-2 seventh priority fixed-rate term notes
       upgraded to 'BBB-' from 'BB+';

    -- $7,520,000 class H-1 eighth priority floating-rate term
       notes affirmed at 'BB';

    -- $1,050,000 class H-2 eighth priority fixed-rate term notes
       affirmed at 'BB';

    -- $89,628,706 preferred shares affirmed at 'B'.

Crest is a collateralized debt obligation, which closed Nov. 18,
2004.  It is supported by a static pool of commercial mortgage-
backed securities (93.5%), senior unsecured real estate investment
trust securities (1.0%), and CDOs (5.5%).  Structured Credit
Partners, LLC, a wholly owned subsidiary of Wachovia Corporation,
selected the initial collateral and serves as the collateral
administrator.

The upgrades are driven primarily by the improved credit quality
of the portfolio and the seasoning of the collateral.  Since
issuance, 19.2% of the portfolio has been upgraded by a weighted
average of 1.8 notches and 0.9% downgraded by a weighted average
of 2.95 notches.  All overcollateralization and interest coverage
ratios have remained stable since inception.  There are currently
no defaulted assets in the portfolio.

As of the June 2006 trustee report, principal distributions have
reduced the class A balance by approximately $5 million.  In
addition, approximately $6.8 million in interest distributions
have been allocated to the preferred shares, reducing the rated
balance by 7% to $89.6 million.

The rating on the classes A and B notes addresses the timely
payment of interest and ultimate payment of principal.  The
ratings on the classes C, D, E, F, G, and H notes address the
likelihood of investors receiving ultimate payment of interest and
ultimate payment of principal.  The rating of the preferred shares
addresses the likelihood that investors will receive the ultimate
return of the aggregate outstanding amount of principal only by
the stated maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


CSK AUTO: Tender Offers for 7% and 4-5/8% Senior Notes Expire
-------------------------------------------------------------
The cash tender offer of CSK Auto, Inc., a wholly owned subsidiary
of CSK Auto Corporation, for its 7% Senior Subordinated Notes due
2014 expired at 5:00 p.m., Eastern Daylight Time, on July 18,
2006.  As of the Expiration Time, $224,960,000 aggregate principal
amount of the 7% Notes (representing over 99% of the outstanding
principal amount) had been tendered and not withdrawn.  Payment of
the tender offer consideration for the 7% Notes validly tendered
and not withdrawn that was not previously paid following the early
settlement date with respect to such notes is expected to be made
promptly (as previously reported in the Troubled Company Reporter
on July 12, 2006, the tender offer consideration for the
$221,300,000 aggregate principal amount of the 7% Notes tendered
prior to the early settlement date was paid on July 5, 2006).

The cash tender offer and consent solicitation with respect to the
Company's $100,000,000 aggregate principal amount of 4-5/8% Senior
Exchangeable Notes due 2025 expired at 5:00 p.m., Eastern Daylight
Time, on Friday, July 21, 2006.  On July 13, 2006, the Company
filed an Amendment No. 1 to its previously filed Schedule TO with
the SEC with respect to the tender offer for the 4-5/8% Notes.  
Holders of the 4-5/8% Notes are encouraged to read the Schedule TO
and the documents filed with, or incorporated by reference into,
the Schedule TO.

As of 5:00 p.m., Eastern Daylight Time, on July 18, 2006, the
previously scheduled expiration date for the tender offer and
consent solicitation with respect to the 4-5/8% Notes, $33,975,000
aggregate principal amount of the 4-5/8% Notes (representing
approximately 34% of the outstanding principal amount) had been
tendered and not withdrawn.

The Altman Group, Inc., is Information Agent and Depositary for
the tender offer for the 4-5/8% Notes.  Questions and requests for
documents related to the tender offer may be directed to The
Altman Group, Inc. at (201) 806-7300.

                          About CSK Auto

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

                          *     *     *

As reported in the Troubled Company Reporter on July 12, 2006,
Moody's Investors Service assigned a Ba3 rating to CSK Auto,
Inc.'s new secured bank facility, confirmed all other long term
ratings, and raised the company's speculative grade rating to
SGL-3 from SGL-4.  This concluded the review for downgrade that
commenced on March 28, 2006 and was continued on June 1, 2006.

Moody's assigned a Ba3 rating to the Company's $450 million senior
secured bank term loan credit facility.  At the same time, Moody's
confirmed the CSK Auto's Corporate family rating at B1;
$100 million senior unsecured convertible notes due 2025 at B1,
and $3.7 million senior subordinated notes due 2014 at B3.


DANA CORP: Gets More Than $2.7 Million Offer for Hydraulic Assets
-----------------------------------------------------------------
Dana Corp. and its debtor-affiliates have received two valid
expressions of interest in purchasing the Intelligent Hydraulic
Drive Assets for potentially greater consideration than Bosch
Rexroth Corp.'s $2,700,000 offer.  The Debtors did not disclose
the names of the potential purchasers.

The Debtors are providing due diligence to the parties that
submitted valid expressions of interest on an expedited basis
through July 25, 2006.

Under the Bidding Procedures, final, written bids for the
Intelligent Hydraulic Drives Business from interested parties
must be received by the Debtors by July 26, 2006, at 5:00 p.m.,
Eastern Time.

If a Final Bid in addition to the current bid from Bosch is
received by the Bid Deadline, the Debtors will conduct a
telephonic auction for the Assets on July 27, 2006.

As reported in the Troubled Company Reporter on July 17, 2006,
the Debtors asked the U.S. Bankruptcy Court for the Southern
District of New York to approve the sale of their assets
associated with the development and commercialization of
the technology known as Intelligent Hydraulic Drive to Bosch
Rexroth Corporation for approximately $2,700,000.

The Debtors request is pursuant to the Court's order approving the
Debtor's procedures to sell or transfer certain of their
de minimis assets.

The Assets consist of:

   (a) all of the Debtors' Intellectual Property related solely
       to the development and commercialization of the
       Intelligent Hydraulic Drive business, which includes their
       activities in the hybrid hydraulic propulsion technology
       development segment;

   (b) all tangible materials in the possession of the Debtors or
       their subcontractors or suppliers related to the IP
       Assets;

   (c) all rights, benefits and obligations contained in the
       contracts assumed, or to be assumed, by the Debtors and
       assigned to Bosch Rexroth;

   (d) the assets identified on the Asset Purchase Agreement; and

   (e) certain accounts receivable related to the IP Assets.

Six executory contracts and unexpired leases will be assigned
to Bosch Rexroth at the Closing:

   1. License Agreement with Artemis Intelligent Power Limited
      dated July 29, 2005,

   2. Development Agreement with Artemis Intelligent Power
      Limited dated July 29, 2005,

   3. Professional Services Agreement with Venture Management
      Services, LLC amended on Feb. 20, 2006,

   4. P.O. No. 193560-00 from Artemis Intelligent Power Limited
      dated March 24, 2006.

   5. Letter Agreement with Navigant Consulting, Inc., effective
      March 14, 2006, and

   6. Contract No. W56HZV-05-C-L590, P.O. No. 5003 with
      Government Support Services, Inc. effective Nov. 28, 2005.

The Debtors' Master License & Research & Development Agreement
with Permo-Drive Pty. Limited ACN 084071885 dated Aug. 9, 2005,
may be assigned to Bosch Rexroth after the Closing.

The amounts that the Debtors believe must be paid to cure
defaults under the Assumed Contracts are:

   -- $6,193 pursuant to a Professional Services Agreement with
      Venture Management Services, LLC, February 20, 2006; and

   -- $4,700 pursuant to a License Agreement with Artemis
      Intelligent Power Limited; effective July 29, 2005.

Corinne Ball, Esq., at Jones Day, in New York, disclosed that two
parties hold liens or have other interests in the Assets:

   1. Citicorp North America, Inc., as Administrative Agent under
      a Court-approved Senior Secured Superpriority DIP Credit
      Agreement dated March 3, 2006; and

   2. Citicorp USA, Inc., as Administrative Agent under the
      Security Agreement dated Nov. 18, 2005.

Each Lienholder either has consented to the proposed sale or the
Lienholder's lien or interest can be extinguished, has been
waived, or is capable of monetary satisfaction.

A full-text copy of the Bosch Rexroth Asset Purchase Agreement is
available for free at http://researcharchives.com/t/s?db3

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and  
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on Mar.
3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball, Esq.,
and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $7.9 billion in assets and $6.8
billion in liabilities as of Sept. 30, 2005.  (Dana Corporation
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

The Debtors' consolidated balance sheet at March 31, 2006, showed
a $456,000,000 total shareholder' equity resulting from total
assets of $7,788,000,000 and total liabilities of $7,332,000,000.


DANA CORP: Court Sets Sept. 21 as General Claims Filing Bar Date
----------------------------------------------------------------
At Dana Corp. and its debtor-affiliates' behest, the United States
Bankruptcy Court for the Southern District of New York set
Sept. 21, 2006, as the last day for all creditors, including
governmental units, to file prepetition claims.

As reported in the Troubled Company Reporter on July 13, 2006, the
Debtors proposed that they actually will serve the notice of
the Bar Dates and the proof of claim form no later than Aug. 7,
2006.

                    Amended Schedule Bar Date

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

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

   (i) the General Bar Date; and

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

                       Rejection Bar Date

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

   (i) the General Bar Date; and

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

                          Filing Claims

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

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

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

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

   (i) mailing the original proof of claim to:

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

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

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

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

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

These entities need not file proofs of claim:

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

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

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

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

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

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

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

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

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

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

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

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

   (a) asserting any claim that:

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

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

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

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and  
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on Mar.
3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball, Esq.,
and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $7.9 billion in assets and $6.8
billion in liabilities as of Sept. 30, 2005.  (Dana Corporation
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

The Debtors' consolidated balance sheet at March 31, 2006, showed
a $456,000,000 total shareholder' equity resulting from total
assets of $7,788,000,000 and total liabilities of $7,332,000,000.


DELPHI CORP: GM Wants to Set Off $67 Million in Warranty Claims
---------------------------------------------------------------
General Motors Corporation wanted to exercise its set-off rights
for $67,000,000 in May 2006, Delphi Corporation discloses in a
regulatory filing with the Securities and Exchange Commission.

In a notice to Delphi and the Official Committee of Unsecured
Creditors appointed in Delphi's bankruptcy cases, GM alleged that
catalytic converters Delphi supplied for certain 2001 and 2002
vehicle platforms did not conform to specifications.

For the past several years, vehicle manufacturers, including GM,
have been requiring their outside suppliers to bear a greater
portion of their warranty costs related to repair and replacement
of defective parts, John D. Sheehan, Delphi vice president, chief
restructuring officer, and chief accounting officer, relates.  
The manufacturers, Mr. Sheehan says, have been increasingly
vigorous in pursuing warranty claims.

Delphi believes that GM's claims are without merit and, therefore,
disputes GM's right to set off amounts against future payments.

If the parties cannot resolve the dispute, it will be submitted to
mediation and, if not resolved, to binding arbitration, in
accordance with the Court's final order approving the company's
DIP credit facility, Mr. Sheehan says.

Although Delphi cannot ensure that the future costs of warranty
claims by GM or other customers will not be material, it believes
its established reserves are adequate to cover potential warranty
settlements.

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: @Road Acquires MobileAria for $11.4 Million
--------------------------------------------------------
At the conclusion of the auction held on July 6, 2006, the Board
of Directors of MobileAria Inc. determined that the bid of @Road,
Inc. -- providing cash of $11,400,000 and certain other
consideration -- to be the best offer for MobileAria's assets.  
Accordingly, @Road is the Successful Bidder in the Auction.

Wireless Matrix USA, Inc.'s offer -- $11,200,000 in cash plus
other consideration -- was the second best offer for the Assets.  
Wireless Matrix is designated as the Alternate Bidder.

             Verizon Objects to Contract Assignment

Delphi Corporation and its debtor-affiliates seek to assume
MobileAria's contracts with Verizon Services Corp. and assign them
to @Road.  Darryl S. Laddin, Esq., at Arnall Golden Gregory LLP,
in Atlanta, Georgia, contends that the Debtors cannot do this
because of numerous defaults that remain unresolved and have
resulted in over $450,000 in damages to Verizon since January
2006.

Many of these defaults are non-monetary, are "historical facts"
and, therefore, are incurable, Mr. Laddin says.  Even if the
defaults were somehow curable and MobileAria were to compensate
Verizon for the $450,000 in damages, the Debtors simply cannot
provide Verizon with adequate assurance of future performance.

MobileAria has failed to comply with many requirements of the
GPS Agreement and its overall performance has been less than sub-
par.  The problems include:

   (i) significant failures in the product installation process
       resulting in prolonged unavailability;

  (ii) inaccurate and inconsistent reporting of installed units,

(iii) failure to timely repair defective units causing extended
       service outages;

  (iv) failure to provide sufficiently trained support personnel;

   (v) activation of units on the wrong data plans resulting in
       substantial charges that would not have been incurred but
       for the errors;

  (vi) failure to deactivate uninstalled units, again, resulting
       in substantial charges that would not have been incurred
       but for the errors; and

(vii) failure to implement accurate and required billing
       software resulting in inaccurate bills, including
       double-billing.

According to Mr. Laddin, Verizon entered into the contract with
MobileAria in 2005 specifically because @Road was unable to
provide products and services to meet the needs of Verizon
relating to the global positioning units installed in Verizon's
10,000-plus fleet of trucks.

Mr. Laddin relates that there is no evidence indicating that
@Road will be able to resolve its prior difficulties in providing
products and services to Verizon, or that it will be able to
solve the multitude of issues and defaults under an agreement for
GPS System and Services between Verizon and MobileAria dated
May 15, 2005, or otherwise comply with the terms of the GPS
Agreement.

Accordingly, Verizon asks the U.S. Bankruptcy Court for the
Southern District of New York to deny the Debtors' request to
assume and assign its contracts with MobileAria.

Verizon has been having discussions with MobileAria and @Road
regarding the foregoing issues and is hopeful that a resolution
will be reached.

                         Parties Negotiate

MobileAria and Verizon have each agreed to work in good faith
during the next 60 days to attempt to resolve the liabilities for
which Verizon asserts that MobileAria is liable.

Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, in New York,
relates that to provide Verizon with sufficient comfort that all
valid cure amounts will be honored, MobileAria has agreed to set
aside $700,000, in a segregated account, against which Verizon
can seek payment related to any Asserted Disputes.

If MobileAria and Verizon consensually agree on any Asserted
Dispute, MobileAria will pay Verizon for the resolved disputes
out of the Segregated Funds.  However, if either MobileAria or
Verizon reasonably determines that an Asserted Dispute cannot be
resolved consensually, MobileAria or Verizon will each have the
right to seek the Court's determination.

MobileAria believes that certain issues remain to be resolved
between @Road and Verizon, including Verizon's assertion that
@Road cannot provide adequate assurance of future performance.  
Verizon's adequate assurance objection does not relate to the
financial wherewithal of @Road, but rather relates only to its
ability to operate the business in a manner Verizon deems
satisfactory, Mr. Ratner says.

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)


DELTA AIR: Wants to Lease 10 Boeing B757-200ER Aircraft From ILFC
-----------------------------------------------------------------
Delta Air Lines, Inc., seeks the U.S. Bankruptcy Court for the
Southern District of New York's permission to enter into, and to
perform its obligations under, a Letter of Intent dated July 12,
2006, with International Lease Finance Corporation.

Richard F. Hahn, Esq., at Debevoise & Plimpton LLP, in New York,
relates that due to the increased demand for service to emerging
business and leisure destinations, Delta is increasing its
international capacity.  Consistent with this strategy, Delta is
interested in acquiring extended range aircraft, which are in
appropriate condition and compatible with Delta's existing fleet.

After arm's-length, good faith negotiations, ILFC agrees to lease
to Delta:

   -- 10 used Boeing B757-200ER aircraft; and

   -- two used Pratt & Whitney PW2037 engines installed on each
      airframe.

The ILFC Aircraft meet the criteria for Delta's expansion,
Mr. Hahn says.  The ER designation indicates that the Aircraft
are capable of operating at the extended range required on
international routes.  He adds that the Aircraft are of a newer
vintage and operate with Pratt & Whitney engines with which
Delta's maintenance operations are intimately familiar.

Pursuant to the Letter of Intent:

   a. the Aircraft will be delivered fresh from "C-Check" painted
      in DAL livery:

        Manufacturer's   
        Serial No.         DOM        Delivery Date
        ----------         ---        -------------
          28162            1996       July 15, 2007
          27620            1996       July 15, 2007
          28165            1997       August 14, 2007
          27625            1997       August 15, 2007
          28168            1997       September 14, 2007
          28163            1997       September 15, 2007
          28169            1997       October 15, 2007
          27624            1997       October 15, 2007
          28173            1997       November 15, 2007
          29954            1999       November 15, 2007

   b. each Lease will have a minimum term of 87 months, with the
      actual termination date to be mutually agreed by Delta and     
      ILFC;

   c. rent under each Lease will be payable on a monthly basis in
      advance.

   d. ILFC will provide cash contribution toward the purchase of
      winglets per Aircraft in an agreed amount provided that the
      winglets will remain with the Aircraft upon its return at
      the termination of the applicable Lease.

The terms of the Letter of Intent relating to the lease of the
Aircraft will be implemented through the negotiation and
execution of the Lease Documents by Delta and ILFC by no later
than August 4, 2006.

                     About Delta Air Lines

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


DELTA AIR: Wants Stay Modified to Allow Salt Lake to Set Off Debts
------------------------------------------------------------------
Delta Air Lines, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to modify the automatic stay, to the
extent necessary, for the sole purpose of permitting Salt Lake
City Corporation, a municipal corporation of the State
of Utah to:

   (1) apply, nunc pro tunc as of November 17, 2005, $808,952
       of the prepetition credit; and

   (2) set off the remaining prepetition credit in full and final
       satisfaction of the remaining prepetition debt.


Salt Lake and Delta are parties to an Amended and Restated Airport
Use Agreement -- Salt Lake International Airport, dated July 1,
2003.  Salt Lake owns and operates the Airport.

As of September 14, 2005, Delta owed Salt Lake $914,493 comprised
of fees, charges and rents arising under the Agreement.

Pursuant to the Agreement, Delta was entitled in the ordinary
course of business to receive certain credits and payments from
Salt Lake as a result of Delta's operations at the Airport during
the 2005 Fiscal Year.  The prepetition credit is comprised of
three components:

   (a) The Annual Reconciliation -- an amount based on Salt
       Lake's annual reconciliation of estimated rates and
       charges paid by Delta during the 2005 Fiscal Year against
       actual rates and charges due for the 2005 Fiscal Year;

   (b) The Fuel Rebate -- an amount based on a formula under
       which Delta is entitled to receive a portion of the funds
       that the City received from state aviation fuel taxes
       during the 2005 Fiscal Year; and

   (c) The Passenger Rebate -- an amount based on a formula under
       which Delta is entitled to receive a payment from the City
       for enplaned passengers at the Airport during the 2005
       Fiscal Year.

As of November 15, 2005, the aggregate amount of the prepetition
credit owed to Delta was $2,630,766.

On November 17, 2005, the parties agreed to allow Salt Lake to
apply $808,952 the prepetition credit in satisfaction of the same
amount of prepetition debt, reducing the prepetition debt to
$105,542.  On the same day, Salt Lake paid to Delta $1,716,273 of
the unapplied prepetition credit, reducing the amount of the
prepetition credit owed by Salt Lake to Delta to $105,542.

                     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)


DOBSON COMMS: Improved Performance Cues S&P's Developing Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook for Dobson
Communications Corp. and its wholly owned operating subsidiary,
American Cellular Corp. to developing from negative and affirmed
the 'B-' corporate credit rating for both entities.

Okalahoma City, Oklahoma-based Dobson is a wireless communications
provider serving approximately 1.6 million subscribers in rural
and suburban markets in 16 states across the U.S. Debt outstanding
at March 31, 2006, for the consolidated company, was about $2.5
billion.

"The outlook revision reflects improvement in operating trends for
the first half of 2006, after a challenging 2005 marked by a 7%
annual decline in Dobson's postpaid subscriber base," said
Standard & Poor's credit analyst Susan Madison.

Since the beginning of 2006, the company has seen a meaningful
improvement in operating metrics.  Postpaid churn has declined to
1.8% for the quarter ended June 30, 2006, from a peak of 2.8% in
the third quarter of 2005.  As a result, Dobson has added 19,800
subscribers in 2006.  Average revenue per subscriber for the
second quarter of 2006 grew 5.6% annually, as more customers
migrated to higher-cost GSM plans and data usage increased, and
roaming minutes of use increased 31% annually for the same period,
offsetting the impact of declining roaming yields.

If Dobson's operating metrics continue to improve and debt to
EBITDA reaches the mid-5x area, the corporate credit rating would
be raised one notch to 'B'.  The negative scenario, which we view
as a less likely outcome, is that improvement seen in the first
half of 2006 may stall or falter, in which case the outlook could
be revised to negative.

The corporate credit rating for Dobson reflects:

    * operational challenges encountered throughout 2005 as the
      company transitioned its subscriber base to its GSM network,

    * increasing competition in the wireless sector, particularly
      from larger, better-capitalized national competitors,

    * the company's reliance on roaming revenue, which currently
      comprises about 20% of total revenues, and

    * a highly leveraged financial profile.

These risks are somewhat tempered by:

    * the recent improvement in operating trends, which suggests
      that the impact from the network transition may be
      subsiding,

    * the mid-2005 extension through 2009 of the company's roaming
      agreement with Cingular, its largest roaming partner, and

    * a strengthening financial profile.


DONALD NAY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Donald Paul Nay
        Orly A. Nay
        1129 Dennis Drive
        Costa Mesa, California 92626

Bankruptcy Case No.: 06-11179

Type of Business: The Debtors previously filed for chapter 11
                  protection on August 19, 2002 (Bankr. C.D.
                  Calif. Case No. 02-16449).

Chapter 11 Petition Date: July 21, 2006

Court: Central District Of California (Santa Ana)

Judge: John E. Ryan

Debtors' Counsel: Allan Dean Epstein, Esq.
                  Epstein, Ascher, P.C.
                  333 City Boulevard West, Suite 1815
                  Orange, California 92868
                  Tel: (714) 938-0477

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

The Debtors do not have any creditors who are not insiders.


DRU TOSEL: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Dru Tosel
        244 2nd Avenue North
        Appleton, Minnesota 56208
        Tel: (320) 289-1573

Bankruptcy Case No.: 06-41438

Chapter 11 Petition Date: July 21, 2006

Court: District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtor's Counsel: David C. McLaughlin, Esq.
                  Fluegel, Helseth, McLaughlin,
                  Anderson & Brutlag, Chartered
                  25 2nd Street Southwest, Suite 102
                  Ortonville, Minnesota 56278
                  Tel: (320) 839-2549
                  Fax: (320) 839-2540

Total Assets:   $382,150

Total Debts:  $1,092,073

Debtor's 10 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
   Farmers & Merchants Bank                  $153,000
   239 North Miles Street
   Appleton, MN 56208

   Montevideo Co-op Credit Union             $130,000
   P.O. Box 472
   Montevideo, MN 56265

   Appleton Farm Chemical                     $90,000
   650 2nd Avenue North
   Appleton, MN 56208

   U.S. Bank                                  $20,000
   P.O. Box 6352
   Fargo, ND 58125-6352

   Case Credit                                $12,500
   700 State Street
   Racine, WI 53404-3343

   Milbank Winwater Works                     $12,000

   Agralite Electric Cooperative               $6,500

   Internal Revenue Service                    $6,000

   Credit Bureau of Redwood                    $5,266

   NAU Crop Insurance                          $2,400


EAGLE FAMILY: Poor Performance Prompts S&P to Junk Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on niche
dry-grocery food products manufacturer Eagle Family Foods Inc.  
The corporate credit rating was lowered to 'CCC+' from 'B-'.  The
rating outlook is developing.  About $199 million of debt,
adjusted for capitalized operating leases, was outstanding at
April 1, 2006.

"The downgrade reflects our heightened concern regarding Eagle's
weakened operating performance and financial condition," explained
Standard & Poor's credit analyst Jayne Ross.  "Fiscal 2006 was a
difficult year for the company, with margins negatively affected
by higher milk costs, the integration of the Milnot acquisition,
the transition of the company's two manufacturing facilities to a
lower cost facility in El Paso, Texas, and higher fuel, sugar, and
distribution costs.  Although Eagle should benefit from much lower
milk costs and cost savings at the El Paso plant in fiscal 2007,
we expect the company to continue to be pressured by higher fuel,
sugar, and distribution costs over the near term.  As a result, we
believe that credit protection measures will remain very weak."

The ratings on Eagle reflect:

    * the company's very high debt leverage,

    * limited liquidity,

    * weak credit protection measures, and

    * highly concentrated seasonal sales in sweetened condensed
      milk.

Sales are highly concentrated in canned milk, especially sweetened
condensed milk, which represented about 94% of Eagle's sales for
the first nine months of fiscal 2006.  In addition, sales are
highly seasonal, as the products are primarily consumed during the
November-December holiday season (the second quarter represents
about 41% of the company's total fiscal year end sales).

Despite Eagle's leading position in condensed milk, the market is
highly competitive, and the company faces larger national and
multinational companies, some of which have substantially greater
resources.

While revenues increased by about 44%, to $199.4 million for the
12 months ended April 1, 2006, EBITDA margins declined to 8.2%
from 13% for the same period in 2005.  In addition, Eagle's
financial profile is highly leveraged. For the 12 months ended
April 1, 2006, lease-adjusted EBITDA to interest coverage was
0.7x, compared with 1.0x in the prior year.  Lease-adjusted total
debt to EBITDA was about 12.1x, compared with 9.9x for the 12
months ended April 2, 2005, due to higher debt levels incurred
with the Milnot acquisition.


ELINEAR SOLUTIONS: Regains Listing Compliance with Amex
-------------------------------------------------------
eLinear, Inc., received a formal notification from the American
Stock Exchange indicating that the delisting procedures that were
in effect due to the company's delinquency in filing its 2005
annual report and 2006 Q1 financial statements have now been
cancelled.

Quoted directly from the American Stock Exchange correspondence to
eLinear: "The staff of the Listing Qualifications Department of
the Amex has advised the Amex Hearings Department that the company
has regained compliance with Sections 134 and 1101 of the Amex
Company Guide.  Consequently, the staff has recommended to the
Hearings Department that the meeting to consider the company's
appeal of the delisting in connection with non-compliance with
these sections of the Company Guide be cancelled, and we concur
with that recommendation."

"We are very pleased as a management team and as a company to have
successfully navigated through the issues outstanding with the
American Stock Exchange," Tommy Allen, CEO of eLinear, stated.  
"Personally, as eLinear's largest shareholder, I am thankful to
have this cloud of uncertainty with the continued listing of ELU
on the American Stock Exchange removed.  From this point forward,
now that we are able to fully focus on operations, we will get
eLinear back on track."

                          About eLinear

Headquartered in Houston, Texas, eLinear, Inc. (AMEX: ELU) --
http://www.elinear.com/-- is a communications, security and
compliance company providing integrated technology solutions
including information and physical security, IP Telephony and
network and storage solutions infrastructure.  The Company's
customers are Fortune 2000 and small to medium sized business
organizations.  As of Dec. 31, 2005, eLinear had four wholly owned
subsidiaries, NetView Technologies, Inc., NewBridge Technologies,
Inc., TanSeco Systems, Inc. and UTEK Corporation and a 51%
interest in eLinear Middle East FZ, LLC.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 14, 2006,
Lopez, Blevins, Bork & Associates, LLP, in Houston, Texas, raised
substantial doubt about eLinear, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring operating losses and need to raise
additional financing in order to satisfy its vendors and other
creditors and execute its business plan.


ENERGY DEVELOPMENT: Case Summary & 40 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Energy Development Corporation
        120 Second Street
        Huntington Beach, California 92648

Bankruptcy Case No.: 06-11175

Debtor-affiliate filing separate chapter 11 petition:

      Entity                     Case No.
      ------                     --------
      Stephen Thomas Harris      06-11174

Type of Business: Stephen Thomas Harris is the
                  president of Energy Development.

Chapter 11 Petition Date: July 21, 2006

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Simon H. Langer, Esq.
                  1118 South Cardiff Avenue, Suite 1
                  Los Angeles, California 90035
                  Tel: (310) 552-6977

                         Estimated Assets   Estimated Debts
                         ----------------   ---------------
   Energy Development    $10 Million to     $10 Million to
   Corporation           $50 Million        $50 Million

   Stephen Thomas        $1 Million to      $1 Million to
   Harris                $10 Million        $10 Million

A. Energy Development Corporation's 20 Largest Unsecured
   Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Stephen Harris                     Services/Salary     $2,200,000
20682 Queens Park Lane
Huntington Beach, CA 92646

State of California Fund           Judgment            $2,000,000
Punitive Damage Award Division
Sacramento, CA

Joseph Palladino                   Judgment            $1,600,000
c/o Douglas Mahaffey
18881 Von Karman Avenue
Suite 1200
Irvine, CA 92612

Guernsey Nominees Ltd.             Legal Fees          $1,100,000
c/o Richard A. Lapping, Esq.
Thelen, Reid & Priest LLP
101 Second Street, Suite 1800
San Francisco, CA 94105-3606

Richard D. Mantel                  Loan                  $800,000
c/o Richard A. Lapping, Esq.
Thelen, Reid & Pries LLP
101 Second Street, Suite 1800
San Francisco, CA 94105-3606

XX Bar LLC                         Loan                  $600,000
c/o Michael Shebay
6161 Savoy, Suite 1212
Houston, TX 77062

Donald W. White                    Loan                  $450,000
1845 Southwest Dickinson Lane
Portland, Oregon 97219

Estate of M.P. Harris              Loan                  $450,000
Michael Harris, Trustee
405 Perkins Drive
Brookhaven, MS 39601

Ellen L. Batzel                    Legal Fees            $380,000
27 Outrigger Street, Suite 2
Marina del Rey, CA 90292

Charles R. Whitten                 Loan                  $260,000
3250 Rum Row
Naples, FL 34102

Roger Fisher Advisory              Loan                  $240,000
Services, Inc.

Shecat Partners                    Loan                  $220,000

Lewis Brisbois Bisgaard & Smith    Legal Fees            $160,000

Haight, Brown & Bonesteel          Legal Fees            $145,000

Kay Rose & Partners                Legal Fees            $130,000

John Jay McNamara                  Services              $125,000

Cherokee Aviation                  Loan                   $65,000

Roger Yoka Baitis                  Legal Fees             $60,000

Diana Spileberger                  Legal Fees             $40,000

James D. Henderson                 Legal Fees             $36,000

B. Stephen Thomas Harris' 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
State of California Fund           Judgment            $2,000,000
Punitive Damage Award Division
Sacramento, CA

Joseph Palladino                   Judgment            $1,600,000
c/o Douglas Mahaffey
18881 Von Karman Avenue
Suite 1200
Irvine, CA 92612

Ellen L. Batzel                    Legal Fees            $380,000
27 Outrigger Street, Suite 2
Marina del Rey, CA 90292

James D. Henderson                 Legal Fees             $36,000
27 Outrigger Street, Suite 2
Marina del Rey, CA 90292

Glusker Greenberg                  Legal Fees             $10,000
1900 Avenue of the Stars
21st Floor
Los Angeles, CA 90067

Blue Shield of California          Health Debt             $4,000

Jonathan C. Keith                  Debt                    $4,000

Verizon Wireless                   Debt                    $1,200

State Farm Insurance               Auto Insurance            $800

Verizon of California              Debt                      $800

Southern California Gas Company    Utility Bill              $600

Capital One                        Credit Card               $600

Provident Life & Accident          Health Debt               $450

Bank of America                    Credit Card               $400

SoCal Edison                       Utility Bill              $350

RLBD                               Debt                      $300

Sears                              Credit Card               $100

Directv                            Debt                       $60

State Franchise Tax Board          Taxes                  Unknown

Internal Revenue Service           Taxes                  Unknown


ENRON CORP: Irvine Holds $20MM Claim Against Energy Marketing Unit
------------------------------------------------------------------
Enron Energy Services, Inc., and Enron Energy Marketing Corp.,
obtained the approval of U.S. Bankruptcy Court for the Southern
District of New York of their settlement agreements with The
Irvine Company LLC and JADM, Inc.

Before filing for bankruptcy, the Debtors entered into various
transactions with Irvine and JADM, pursuant to which certain
amounts are owed to the Debtors, relates Evan R. Fleck, Esq., at
Cadwalader, Wickersham & Taft LLP in New York.

Subsequently, Irvine filed Claim No. 11570 for $89,597,833
against EEMC and Claim No. 10620 for $89,597,833 against EESI.

On March 10, 2005, the Debtors objected to Irvine's Claims and
filed Adversary Proceeding No. 05-01231 against Irvine.

On December 30, 2005, the Reorganized Debtors initiated Adversary
Proceeding No. 05-03649 against JADM and Northrop Grumman
Corporation seeking to recover amounts relating to certain
commodity transactions.

Following negotiations, the parties entered into the Settlement
Agreements.  The parties agree that:

   (1) Irvine and JADM will make a settlement payment to the
       applicable Reorganized Debtor or Debtor;

   (2) they will mutually release each other from all claims
       related to the contracts;

   (3) the Adversary Proceedings will be dismissed with
       prejudice; and

   (4) each scheduled liability related to JADM and Irvine will
       be deemed irrevocably withdrawn, with prejudice, and to
       the extent applicable, expunged and disallowed in its
       entirety.

The Irvine Settlement Agreement also provides that Irvine will
have a $20,000,000 allowed claim against EEMC.

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 CORP: Asks Court to Approve Nile Structure Settlement
-----------------------------------------------------------
Enron Corp., EES Service Holdings, Inc., and Enron North America
Corp. ask the U.S. Bankruptcy Court for the Southern District of
New York to approve their settlement agreement dated
June 20, 2006, with:

    -- Credit Suisse, formerly known as Credit Suisse First
         Boston,

    -- DLJ Capital Funding,

    -- Sphinx Trust, and

    -- Wilmington Trust Company, as trustee of the Sphinx Trust.

In 2001, EESSH contributed 24,081,551 shares of common stock in
ServiceCo Holdings, Inc., to Pyramid I, LLC.  

In exchange for the contribution of the ServiceCo Interests,
EESSH received a Class A membership interest in Pyramid and a
simultaneous "special distribution" of $25,000,000.  The Class A
Interest represents 100% of the voting interest, with certain
restrictions, in Pyramid and a 0.01% economic interest in
Pyramid.  The Special Distribution was ultimately transferred by
EESSH to Enron.

A Class B membership interest in Pyramid was issued to the Sphinx
Trust.  In consideration for the Class B Interest, the Trust made
a $25,000,000 capital contribution to Pyramid, which, in turn,
Pyramid used to fund the Special Distribution to EESSH.  The
Class B Interest is generally nonvoting and represents 99.99% of
the economic interest of Pyramid.

The Trust financed the Capital Contribution, in part, by
borrowing $23,991,207, under a credit facility, dated September
28, 2001, by and among the Trust, Credit Suisse, as
administrative agent, and the lenders party thereto.

To finance the balance of the Capital Contribution, the Trust
issued a certificate of beneficial ownership to DLJ for cash
consideration equal to $1,008,793.

The Trust's ability to repay amounts borrowed under the Credit
Facility was supported by a total return swap evidenced by:

   (i) an ISDA Master Agreement, dated as of September 28, 2001,
       between the Trust and ENA;

  (ii) a Schedule, dated as of September 28, 2001, between the
       Trust and ENA, modifying and supplementing the Master
       Agreement; and

(iii) a Total Return Swap Confirmation between the Trust and
       ENA, dated as of September 28, 2001.

Enron guaranteed to the Trust the payment and performance of all
obligations of ENA under the Nile Total Return Swap Documents
pursuant to an Enron Guaranty dated effective as of Sept. 28,
2001.

On October 10, 2002, the Trust filed:

      * Claim No. 13090 against Enron for $24,219,515; and
      * Claim No. 13091 against ENA for $24,219,515.

On April 25, 2003, most of the ServiceCo shareholders, including
EESSH and Pyramid, entered into a Redemption Agreement, providing
for the redemption of all or portions of their shares of
ServiceCo stock.  The initial closing of the Redemption Agreement
transactions occurred on June 9, 2003.

Pursuant to the terms of the Redemption Agreement, following the
subsequent consummation of a sale of ServiceCo and all or
substantially all of ServiceCo's assets, Pyramid was entitled to
receive a designated amount of cash in exchange for all of the
ServiceCo shares held by Pyramid, based upon the net worth of
ServiceCo at the time of the sale.

On November 7, 2003, ServiceCo and its subsidiaries entered into
an asset purchase agreement to sell substantially all of their
assets to The Linc Group, LLC, which transactions and the consent
of EESSH thereto were approved by an order of the Bankruptcy
Court, dated November 20, 2003.  On December 8, 2003, the
transactions contemplated by the Sale Agreement were consummated
and, as a result thereof, Pyramid received $1,131,766.

On September 26, 2003, Enron and several of its affiliates
commenced Adversary Proceeding No. 03-09266 (AJG), also known as
the MegaClaim Proceeding, against, among other persons, certain
Nile Releasing Parties.

On or about December 1, 2003, Enron and several of its affiliates
commenced Adversary Proceeding No. 03-93596 (AJG) against, among
other persons, certain Nile Releasing Parties.  The Standalone
Action was subsequently consolidated with the MegaClaim
Proceeding.

The parties have engaged in arm's length and good faith
negotiations and discussions concerning the Credit Facility, the
Certificate and the Nile Total Return Swap Documents and other
transaction documents relating to the Nile structure.

Pursuant to the Settlement Agreement, the parties agree that:

   (1) EESSH will cause Pyramid to pay to Credit Suisse:

         (i) all amounts held in Pyramid's accounts on the
             Closing Date, approximately $1,192,583; and

        (ii) an additional amount of $76,990;

   (2) Credit Suisse will cause the Trust to assign to EESSH all
       of its right, title and interest in and to the Class B
       Interest in Pyramid;

   (3) The Enron Claim will be allowed for $6,868,857 as a Class
       185 claim against Enron, and the ENA Claim will be allowed
       for  $22,896,190 as a Class 5 general unsecured claim
       against ENA.  The Trust will assign the Allowed Claims to
       Credit Suisse;

   (4) Enron will file a stipulation dismissing, with prejudice,
       its claims against the Trust and Pyramid in the MegaClaims
       Proceeding and the Standalone Action related to the Nile
       Transaction; and

   (5) The Enron Parties and the Nile Releasing Parties will
       release each other from all claims relating to the Nile
       Transaction or the Nile Total Return Swap Documents.

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: Wants Lender Professionals Fee Procedures Established
------------------------------------------------------------------
Entergy New Orleans, Inc., Financial Guaranty Insurance Company
and The Bank of New York, as indenture trustee, jointly ask the
U.S. Bankruptcy Court for the Eastern District of Louisiana to
establish procedures for the payment of professional fees and
costs in connection to their stipulation dated Dec. 7, 2005,
pursuant to Sections 157(b) and 1334 of the Judicial Procedures
Code.

The Court-approved stipulation provides for the Debtor's use of
insurance proceeds payable as a result of losses to its property
caused by Hurricane Katrina, the granting to Entergy Corp. of a
priming lien, and provides the holders of the Debtor's outstanding
bonds with a lien on all its assets to secure payment of the
bonds.

The Debtor, pursuant to the stipulation, agreed to pay the
reasonable professional fees and expenses of FGIC, BNY and
Deutsche Bank Securities, Inc.

The professionals covered by the Joint Motion are:

   (x) BNY and FGIC:

       -- Heller, Draper, Hayden, Patrick & Horn, L.L.C.;
       -- King & Spalding LLP;
       -- Emmet, Marvin & Martin LLP;
       -- McGlinchey Stafford PLLC;
       -- Houlihan Lokey Howard & Zukin; and

   (y) DBS:

       -- Sher Garner Cahill Richter Klein & Hilbert, L.L.C.; and
       -- Bingham McCutchen LLP.

The parties also ask the Court to allow BNY and FGIC to recover
the reasonable fees and expenses of Houlihan during the bankruptcy
case:

   (1) through December 8, 2005, at the flat non-hourly rate of
       $150,000 per month for fees plus reasonable costs;

   (2) after December 8, 2005, at the flat rate of $75,000 per
       month for fees plus reasonable costs; or

   (3) upon the sale or other disposition of substantially all of
       the Debtor's electric or gas transmission, generation or
       distribution assets, at the flat rate of $75,000 per month
       from December 9, 2005, through the date the Court approves
       the sale or disposition.

Moreover, the parties ask the Court to allow DBS to recover the
reasonable fees and costs of Sher Garner and Bingham for services
rendered to DBS, as a holder of the Debtor's securities, during
the Bankruptcy Case through March 29, 2006.

                     Proposed Fee Protocol

On or before the 20th day of each month, BNY and FGIC will serve
upon the counsel to the Debtor, the Official Committee of
Unsecured Creditors, Entergy Corp. and the Office of the U.S.
Trustee a fee summary containing:
  
   (a) the rates charged by each professional covered by the
       request for payment and the number of hours worked by
       the professional;

   (b) a detailed list of the expenses for which reimbursement is
       requested, which will be subject to all guidelines of the
       U.S. Trustee; and

   (c) a short description of the services that were rendered
       during the period, which description will not contain
       anything that may waive any applicable privilege or
       disclose any strategy or attorney work product of the
       BNY, FGIC, DBS or the Lender Professionals.

Any service party may, within 15 days of receipt, file a notice of
objection to a fee summary.  The notice should state the precise
nature of the objection and the amount at issue.  If no timely
objection is made to the fee summary, BNY, FGIC or DBS will submit
to the Court a proposed order approving the fees and expenses.  

If an objection is filed to a fee summary, the objecting service
parties and BNY, FGIC, or DBS, and the professional whose fees are
objected to, will attempt to reach an agreement regarding the
payment to be made.  If the parties are unable to reach an
agreement, they may file the fee summary and the objection,
together with a request for payment of the disputed amount, with
the Court, at which time the Court will consider and dispose of
the objection.

The Debtor will be required to pay promptly any portion of the
fees and disbursements requested that are not the subject of an
objection.

                     About Entergy New Orleans

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EXIDE TECHNOLOGIES: Court Waives Delaware Local Rule 3007-1(f)(i)
-----------------------------------------------------------------
At Exide Technologies and its debtor-affiliates' request, the U.S.
Bankruptcy Court for the District of Delaware waived Local Rule
3007-1(f)(i) so that the Debtors may file a "Common Issue
Objection" against more than 150 claims, if the claims share a
common defect or threshold issue.

Rule 3007-1(f)(i) of the Local Rules of Bankruptcy Practice and
Procedure of the U.S. Bankruptcy Court for the District of
Delaware provide that a substantive objection may be filed with
respect to no more than 150 claims.

As reported in the Troubled Company Reporter on June 16, 2006, the
Debtors said that it wants Local Rule 3007-1(f)(i) waived in
order to streamline claim objections and improve the efficiency of
the claims reconciliation process,.

Sandra G. M. Sezer, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware, told the Court that the
requested waiver will:

    -- allow for a faster disposition of the Common Issue
       Claims;

    -- give the Reorganized Debtors more time and resources to
       devote to the disposition of remaining claims; and

    -- preserve the resources of the Court as it will be spared
       from using multiple, duplicative rulings spread out over
       months pertaining to identical legal principles.

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- is the worldwide   
leading manufacturer and distributor of lead acid batteries and
other related electrical energy storage products.  The Company
filed for chapter 11 protection on Apr. 14, 2002 (Bankr. Del. Case
No. 02-11125).  Matthew N. Kleiman, Esq., and Kirk A. Kennedy,
Esq., at Kirkland & Ellis, represented the Debtors in their
successful restructuring.  Exide's confirmed chapter 11 Plan took
effect on May 5, 2004.  (Exide Bankruptcy News, Issue No. 88;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on July 5, 2006,
PricewaterhouseCoopers LLP expressed substantial doubt about Exide
Technologies' ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ending March 31, 2006.  PwC pointed to the Company's recurring
losses and negative cash flows from operations.  Additionally,
given the Company's past financial performance in comparison to
its budgets and forecasts there is no assurance the Company will
be able to meet these budgets and forecasts and be in compliance
through March 31, 2007, with one or more of the debt covenants of
its senior secured credit facility.

As of March 31, 2006, the Company's balance sheet showed assets
amounting to $2,082,909,000 and debts totaling $1,845,504,000.  


EXIDE TECHNOLOGIES: Annual Shareholders' Meeting Set on August 22
-----------------------------------------------------------------
Exide Technologies will hold its Annual Meeting of Shareholders
on August 22, 2006, 9:00 a.m., at the Hilton Garden Inn Atlanta
North/Alpharetta located at 4025 Windward Plaza Drive, in
Alpharetta, Georgia.

At the Annual Meeting, Exide shareholders will be asked to:

    (a) elect six directors:

         * Michael R. D'Appolonia,
         * David S. Ferguson,
         * John P. Reilly,
         * Michael P. Ressner,
         * Carroll R. Wetzel, and
         * Gordon A. Ulsh;

    (b) act on proposals to approve:

        * a $75,000,000 rights offering of shares of common stock
          to their shareholders;

        * the sale of any common stock not subscribed for in the
          rights offering to the standby purchasers and
          additional standby purchaser and the sale of another
          shares for $50,000,000 to the standby purchasers at the
          same price; and

        * the related Standby Purchase Agreement and Registration
          Rights Agreement and other contemplated transactions;

    (c) act on a proposal to amend Exide's Certificate of
        Incorporation to increase authorized shares of common
        Stock to 100,000,000 and the aggregate number of shares
        of capital stock to 101,000,000;

    (d) act on a proposal to approve an amendment of Exide's 2004
        Stock Incentive Plan that provides for grants of stock
        options, restricted shares and performance awards to
        select key management employees, directors and
        consultants of the Company; and

    (e) act on a proposal to ratify the appointment of
        PricewaterhouseCoopers LLP as the Company's independent
        auditors for fiscal 2007.

Holders of record of Exide common stock at the close of business
on July 27, 2006, are entitled to vote at the meeting.

A full-text copy of the Company's Definitive Notice & Proxy
Statement is available for free at:

               http://researcharchives.com/t/s?e37

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- is the worldwide   
leading manufacturer and distributor of lead acid batteries and
other related electrical energy storage products.  The Company
filed for chapter 11 protection on Apr. 14, 2002 (Bankr. Del. Case
No. 02-11125).  Matthew N. Kleiman, Esq., and Kirk A. Kennedy,
Esq., at Kirkland & Ellis, represented the Debtors in their
successful restructuring.  Exide's confirmed chapter 11 Plan took
effect on May 5, 2004.  (Exide Bankruptcy News, Issue No. 88;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on July 5, 2006,
PricewaterhouseCoopers LLP expressed substantial doubt about Exide
Technologies' ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ending March 31, 2006.  PwC pointed to the Company's recurring
losses and negative cash flows from operations.  Additionally,
given the Company's past financial performance in comparison to
its budgets and forecasts there is no assurance the Company will
be able to meet these budgets and forecasts and be in compliance
through March 31, 2007, with one or more of the debt covenants of
its senior secured credit facility.

As of March 31, 2006, the Company's balance sheet showed assets
amounting to $2,082,909,000 and debts totaling $1,845,504,000.  


FALCONBRIDGE LTD: Board Reaffirms Support for Inco Merger Offer
---------------------------------------------------------------
The Board of Directors of Falconbridge Limited reaffirmed its
unanimous support for the Inco offer of CDN$18.50 cash per share
and 0.55676 of an Inco share per Falconbridge share, assuming full
pro-ration.  Excluding the recently-announced special dividend of
CDN$0.75 per common share, the implied value of the Inco offer was
CDN$64.40 at close of business on Monday, July 24, 2006, while
Falconbridge shares were trading at CDN$62.45, ex-dividend, or a
premium of CDN$1.95.  The shareholders of Falconbridge have until
midnight, Vancouver time on July 27, 2006, to tender their shares
to the Inco offer.

The Board reaffirmed its recommendation in the context of its
review of Xstrata plc's revised offer of CDN$62.50 in cash per
Falconbridge share.  The Xstrata offer, currently expiring on Aug.
14, 2006, remains subject to approvals by Investment Canada and
Xstrata shareholders.

"After reviewing the financial and legal aspects of the two
offers, the market fundamentals for both nickel and copper and the
recent performance of the Inco and Falconbridge share prices, the
Falconbridge Board has reaffirmed its conclusion that the Inco
offer is more attractive for the shareholders of Falconbridge,"
said Derek Pannell, Falconbridge's Chief Executive Officer.  "Our
view is that combining with Inco creates an unrivalled base-metals
mining company with tremendous potential for value creation.

"One of the primary reasons for the Falconbridge Board reaffirming
this recommendation is the forecast of extremely solid market
fundamentals, especially for nickel and copper, which will
continue to underpin a very positive metals pricing environment.  
Against this backdrop, both Inco and Falconbridge have delivered
and are expected to continue to deliver outstanding short- and
medium-term earnings.  The $550-million of synergies that can be
realized from the combination of Inco and Falconbridge are unique
to these two companies and will provide a further positive impact.  
Conversely, Xstrata's all-cash offer will not allow Falconbridge
shareholders to participate in this future earnings potential.

"In addition, Inco has received all requisite regulatory
approvals.  This provides a higher completion certainty."

Inco and Falconbridge reported record-breaking financial results
for the second quarter of 2006, with net earnings in accordance
with Canadian generally accepted accounting principles of
$472 million and net earnings of $728 million.

Finally, assuming completion of the proposed Phelps Dodge offer to
Inco, former Falconbridge shareholders would receive a further
premium, including additional cash.

                           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.

                        *    *    *

As reported in the Troubled Company Reporter on July 24, 2006,
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.

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.


FDL INC: R&S Acquisition Buys Assets for $8 Million
---------------------------------------------------
The Honorable Frank J. Otte of the U.S. Bankruptcy Court for the
Southern District of Indiana in Indianapolis allowed Fifth Third
Bank to withdraw its purchase bid for FDL, Inc.'s assets and for
FDL to sell these assets to R&S Acquisition, LLC.

Fifth Third bank had emerged as the highest bidder for the
Debtor's assets at an auction held on May 30, 2006.  Fifth Third's
$4,050,000 offer topped the stalking horse bid submitted by FDL
Acquisition LLC and R&S' own bid.

After confirmation of Fifth Third's credit bid, R&S began
negotiations with Fifth Third to purchase the assets.  In view of
R&S' enhanced purchase proposal, Fifth Third agreed to withdraw
its credit bid and approved the sale of the assets, free and clear
of liens, to R&S.

                      Enhanced Purchase Offer

R&S will buy FDL's assets for approximately $8 million.  The
purchase price will be satisfied through:

    -- a $4.3 million cash payment at closing;

    -- the assumption of $1.6 million of debt owed to Donald R.  
       Rogers;

    -- a $700,000 secured non-interest bearing term note, payable
       in four quarterly payments of $175,000 commencing on
       Oct. 1, 2006.

    -- the assumption of existing liabilities totaling $625,000;

    -- the assumption of a $450,000 first mortgage indebtedness on
       the Debtor's real estate property located in Kokomo,
       Indiana;

    -- the payment of the $125,000 break-up fee due to FDL
       Acquisition, LLC; and

    -- the assumption of cure amounts totaling $240,000 associated
       with certain assumed contracts.

                        Assumed Contracts

Judge Otte also authorized the Debtor to assume and assign its
executory contract with Lowe's Companies, Inc.  R&S will assume
all rights and obligations of the Debtor under the contract.

The Debtor and R&S have provided adequate assurance of future
performance of the contract by:

    -- R&S' consent to provide to Lowe's by July 14, 2006, a
       written report of R&S' complete inventory on hand and in
       transit, including current and discontinued items to be
       purchased by Lowe's, taken by an independent company and
       paid for by R&S; and

    -- R&S' consent to allow Lowe's, at Lowe's sole expense, to
       conduct a quality inspection of the Special Purchase
       Inventory in November 2006 prior to its being shipped to
       Lowe's.

A list of the contracts the Debtor wants to assume is available
for free at http://researcharchives.com/t/s?e3d

                           About FDL

Headquartered in Kokomo, Indiana, FDL, Inc., manufactures office
and fast food metal furniture.  The company filed for Chapter 11
protection on March 24, 2006 (Bankr. S.D. Ind. Case No. 06-01222).  
Deborah Caruso, Esq., and Erick P. Knoblock, Esq., at Dale & Eke,
P.C., represent the Debtor.  Elliott D. Levin, Esq., at Rubin &
Levin, represents the Official Committee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it did
not state its assets but estimated debts between $10 million and
$50 million.


FEDERAL MOGUL: Sales Down by $33 Mil. in Quarter Ended June 2006
----------------------------------------------------------------
Federal-Mogul reported net sales of $1,632 million for the three
months ended June 30, 2006, a decrease of $33 million compared
with the quarter ended June 30, 2005, due to softness in the North
American aftermarket.

The Company reported that for the six-month period ended June 30,
2006, net sales decreased by $67 million to $3,232 million, of
which $47 million is due to unfavorable foreign currency.

Gross margin for the three and six month periods ended June 30,
2006, when compared to the same periods of 2005, increased by $12
million and $22 million, respectively.

Selling, general and administrative expenses for the three and six
months ended June 30, 2006, when compared to the same periods of
2005, improved by $8 million and $30 million, respectively.

The Company also reported income before income taxes for the
three-month period ended June 30, 2006 of $12 million, consistent
with the same period of 2005.  For the six month period ended June
30, 2006, it reported a loss before income taxes of $27 million
compared to a loss of $9 million for the same period of 2005.

The Company further reported $17 million and $34 million increases
in Operational EBITDA to $175 million and $320 million for the
three and six month periods ended June 30, 2006, respectively.

During the quarter ended June 30, 2006, the Company invested $31
million to acquire controlling interest in Goetze India Limited, a
pistons and rings manufacturer headquartered in Delhi, India and
the results of Goetze has been consolidated with those of the
Company, including net sales and gross margin of $14 million and
$2 million, respectively, and total assets of $166 million.

The Company generated positive cash inflows of $30 million for the
six months ended June 30, 2006, compared with $3 million for the
comparable period of 2005.

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


FIRST BANCORP: Appoints Fernando Scherrer as New CFO and EVP
------------------------------------------------------------
The Board of Directors of First BanCorp appointed Fernando
Scherrer as Executive Vice President and Chief Financial Officer,
effective July 24, 2006.

Mr. Scherrer, 38, brings over 15 years of financial and accounting
experience in the financial services, insurance, retail and
education industries.  He joins First BanCorp from Scherrer
Hernandez, PSC, a public accounting and consulting firm which Mr.
Scherrer co-founded, and where he served as Managing Partner and
Head of the firm's Audit and Consulting practices.  Scherrer
Hernandez, PSC has been assisting First BanCorp in its on-going
process of preparing restated financial statements.

Prior to founding Scherrer Hernandez, Mr. Scherrer served as a CPA
for 10 years with PricewaterhouseCoopers LLP, where he audited
financial institutions and insurance companies.  Mr. Scherrer's
experience also includes mergers and acquisitions, due diligence
procedures and reviews of internal controls.  During his career,
he has also been an expert witness and consultant on various
litigation matters involving accounting and financial issues.

Mr. Scherrer is a member of the American Institute of Certified
Public Accountants, the Institute of Internal Auditors and the
Puerto Rico Society of Certified Public Accountants.  He holds an
MBA in Finance from the University of North Carolina at Chapel
Hill and a Bachelor's Degree in Business Administration with
concentration in Accounting from Washington University in St.
Louis.

"Fernando Scherrer brings a unique combination of financial,
investment and industry experience to First BanCorp.  His skills
and integrity are tremendous assets from which our shareholders,
employees and customers will benefit," said Luis M. Beauchamp,
First BanCorp President and CEO.  "Fernando's focus on financial
discipline and controls will contribute significantly to the many
facets of developing and executing our business."

Mr. Scherrer succeeds Luis M. Cabrera, First BanCorp's Executive
Vice President and Chief Investment Officer, who was appointed
interim Chief Financial Officer on Sept. 30, 2005.

               Senior VP and Treasurer Appointment

First BanCorp also appointed Victor M. Barreras-Pellegrini to the
role of Senior Vice President and Treasurer.  Mr.Barreras-
Pellegrini, 38, joins First BanCorp from Banco Popular, where he
spent over 14 years.  As the Fixed-Income Portfolio Manager of the
Popular Asset Management division, he managed institutional fixed-
income portfolios, including Puerto Rico mutual funds. As an
Investment Officer within Banco Popular's Treasury division, he
was responsible for the purchase and sale of securities and money
market instruments.  He has taught finance at the University of
Puerto Rico.  Mr. Barreras-Pellegrini is a CFA charterholder.  He
holds a Masters of Science in Finance degree from Boston College
and a Bachelor of Science in Business Administration from Syracuse
University.

                  Restated Financial Statements

First BanCorp is in the process of preparing restated financial
statements.  First BanCorp anticipates it will file an amended
annual report for 2004 this summer, and then its financial
statements for the interim periods of 2005 and the first two
quarters of 2006, and its annual report for 2005.

                      About First BanCorp

First BanCorp (NYSE: FBP) is the parent corporation of FirstBank
Puerto Rico, a state chartered commercial bank with operations in
Puerto Rico, the Virgin Islands and Florida; of FirstBank
Insurance Agency; and of Ponce General Corporation.  First
BanCorp, FirstBank Puerto Rico and FirstBank Florida, formerly
UniBank, the thrift subsidiary of Ponce General, all operate
within U.S. banking laws and regulations.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2006,
Fitch Ratings affirmed the ratings and Outlook for First Bancorp
and FirstBank Puerto Rico: long-term Issuer Default Rating
'BB'/short-term 'B'.  The Rating Outlook remains Negative.


FLAGSHIP STORAGE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Flagship Self Storage LLC
        490 Main Street
        Mashpee, Massachusetts 02649
        Tel: (508) 539-7900

Bankruptcy Case No.: 06-12375

Type of Business: The Debtor is a full-service storage facility
                  providing personal storage products, business
                  records filing and archiving, and equipment
                  transportation services.  See
                  http://www.flagshipselfstorage.com/

Chapter 11 Petition Date: July 21, 2006

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Frank D. Kirby, Esq.
                  Frank D. Kirby & Associates, P.C.
                  111 West 8th Street
                  South Boston, Massachusetts 02127
                  Tel: (617) 269-5444
                  Fax: (860) 257-3398

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


FLEETWOOD ENT: Improved Balance Sheet Prompts S&P's Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Fleetwood Enterprises Inc. and its 'B-' rating on
the company's $100 million of convertible senior subordinated
debentures.  At the same time, the rating on Fleetwood Capital
Trust's $210 million of convertible trust preferred securities is
raised to 'CCC+' from 'D'.  Concurrently, the outlook is revised
to stable from negative.

"The outlook revision acknowledges Fleetwood's restored, albeit
modest, operating profitability in fiscal year 2006, as well as
the company's expanded liquidity position and improved balance
sheet," commented credit analyst James Fielding.  "Despite these
positive developments, however, the corporate credit rating on
Fleetwood continues to reflect a challenging competitive
environment, one where higher fuel prices and interest rates are
expected to suppress demand for the company's recreational
vehicles and a persistent dearth of chattel financing continues to
impede a meaningful recovery in the manufactured housing
industry."

Fleetwood's simplified and downsized manufacturing platform is
better positioned to provide sustainable operating profits in the
longer term, though credit metrics will deteriorate modestly in
the near term as higher fuel prices and interest rates suppress RV
sales.  These unfavorable industry conditions, as well as
constrained consumer financing for manufactured homes, preclude an
upgrade in the foreseeable future.  Should these conditions
deteriorate more dramatically than expected and Fleetwood is
unable to maintain profitable operations over the next year or
two, a negative outlook or downgrade would be reconsidered.


FORD MOTOR: Elects William Clay Ford, Jr., as President and COO
---------------------------------------------------------------
Ford Motor Company's Chairman and Chief Executive Officer, William
Clay Ford, Jr., was elected President and Chief Operating Officer
effective July 13, 2006, after the retirement of James J. Padilla,
the Company's President and Chief Operating Officer, on July 1,
2006.

The Company disclosed that Mr. Ford, age 49, has been a director
since 1988 and his principal occupation is Chairman of the Board
of Directors, CEO, President and Chief Operating Officer.  He held
a number of management positions within Ford, including Vice
President-Commercial Truck Vehicle Center, Chair of the Finance
Committee from 1995 until October 30, 2001, elected Chairman of
the Board of Directors effective January 1, 1999, and was elected
Chief Executive Officer effective October 30, 2001.

The Company's Compensation Committee and William Clay Ford, Jr.
agreed to amend Mr. Ford's compensation arrangements such that he
will forego any new compensation until such time that the
Company's Automotive sector has achieved sustainable
profitability.

         Reduction of Board Fees of Non-Employee Directors

The Company's board of directors also disclosed that it
voluntarily reduced Board fees of non-employee directors by half
effective July 13, 2006.  The new fees of non-employee directors
are:

          Annual Board membership fee   - $100,000
          Annual Committee chair fee    -   $2,500
          Annual presiding director fee -   $5,000

60% of a director's annual Board membership fee will continue to
be mandatorily deferred in the form of common stock units.

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.

                           *     *     *

As reported in the Troubled Company Reporter in July 18, 2006
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 to Ba3 from Ba2.  The
Speculative Grade Liquidity rating of Ford has been affirmed at
SGL-1, indicating very good liquidity over the coming 12 month
period.  The outlook for the ratings is negative.


G.E.I.S. INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: G.E.I.S., Inc.
        aka General Electronics & Information System
        605 Lake Street, Suite 100
        Spirit Lake, Iowa 51360

Bankruptcy Case No.: 06-00800

Chapter 11 Petition Date: July 21, 2006

Court: Northern District of Iowa (Sioux City)

Debtor's Counsel: Dallas J. Janssen, Esq.
                  701 East Court Avenue, Suite A
                  Des Moines, Iowa 50309
                  Tel: (515) 274-9161
                  Fax: (515) 274-1364

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Crescent Electric Supply           Trade Debt            $526,534
P.O. Box 500
East Dubuque, IL 61025

The City of Arlington              Trade Debt            $193,215
204 Shamrock Drive
Arlington, MN 75530

American Express                   Trade Debt            $162,222
P.O. Box 297879
Fort Lauderdale, FL 33329-7879

Paul A. Moe                        Bank Loan             $101,206
Director - Business Finance
Department of Employment and
Economic Development
500 Metro Square
121 7th Place East
St. Paul, MN 55101

Viking Electric                    Trade Debt             $83,237
P.O. Box 77102
Minneapolis, MN 55480-7102

Minnesota Investment Fund          Trade Debt             $75,342

Automatic Systems Co.              Trade Debt             $74,500

MN Electric Supply Co.             Trade Debt             $54,373

Community State Bank               Bank Loan              $44,434

Stellar Energy Services            Trade Debt             $29,788

Fleet Fueling                      Trade Debt             $21,688

Cardmember Service                 Trade Debt             $19,998

Wells Fargo                        Trade Debt             $19,559

Dell                               Trade Debt             $18,050

Bergen Industries                  Trade Debt             $17,342

Control Technology, Inc.           Trade Debt             $16,541

End-2-End Communications           Trade Debt             $16,044

Northwestern Mutual                Trade Debt             $16,006

Summit Electric Supply             Trade Debt             $15,071

First Bank & Trust                 Bank Loan              $15,041


GREENMAN TECH: Divests California Tire Recycling Subsidiary
-----------------------------------------------------------
GreenMan Technologies, Inc., executes a Stock Purchase Agreement
in which GreenMan sold all ownership interest in its wholly owned
GreenMan Technologies of California, Inc. subsidiary to Vern
Mabry.  GreenMan Technologies of California, Inc., was formed in
2002 to acquire all of the outstanding common stock of Unlimited
Tire Technologies, Inc. an Azusa, California scrap tire recycling
company in which Mr. Mabry was the majority owner.  Terms of the
transaction were not disclosed.

"While we would have preferred to maintain a presence in the
California tire recycling market, our California subsidiary's
performance had not met expectations and therefore we felt it was
in the Company's best interest to divest the subsidiary," Lyle
Jensen, GreenMan's President and Chief Executive Officer, stated.  
"We can now focus our efforts on maximizing performance of our
core mid-western operations in order to realize their full
potential.  The completion of the California divestiture and the
Laurus refinancing mark the completion of two more critical steps
in our five-step turnaround plan."

                         About GreenMan

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

                        Going Concern Doubt

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


HCA INC: Inks $33 Bil. Merger Deal With Private Equity Consortium
-----------------------------------------------------------------
HCA Inc. and Bain Capital, Kohlberg Kravis Roberts & Co., and
Merrill Lynch Global Private Equity executed a definitive merger
agreement under which affiliates of the private equity sponsors
and HCA Founder Dr. Thomas F. Frist, Jr., will acquire HCA in a
transaction valued at approximately $33 billion, including the
assumption or repayment of approximately $11.7 billion of debt.

Under the terms of the agreement, HCA stockholders will receive
$51 in cash for each share of HCA common stock they hold,
representing a premium of approximately 18% to HCA's closing share
price on July 18, 2006, the last trading day prior to press
reports of rumors regarding a potential acquisition of HCA.

The board of directors of HCA, on the unanimous recommendation of
a special committee comprised entirely of disinterested directors,
has approved the merger agreement and has resolved to recommend
that HCA's stockholders adopt the agreement.

In the event the transaction closes, members of HCA's senior
management team have also agreed to reinvest a portion of their
HCA equity into the acquiring entity or an affiliate thereof.  Dr.
Thomas Frist, Jr., and certain related persons have reached
agreements to vote their shares in favor of the transaction.

"After careful analysis, the special committee and the board have
endorsed this transaction as being in the best interests of our
shareholders," Jack O. Bovender, Jr., HCA Chairman and CEO, said.  
"We are very pleased to have an experienced group of investors who
are committed to maintaining our company's culture of a patients-
first approach to high quality, compassionate care.  They are also
committed to the welfare of our colleagues across the company who
carry out that mission every day.  These are the principles on
which HCA was founded."

Pending the receipt of stockholder approval and expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as well as satisfaction of other customary closing
conditions, the transaction is expected to be completed in the
fourth quarter of 2006.  The transaction will be financed through
a combination of equity contributed by the private equity
consortium, Dr. Thomas Frist, Jr., and members of management, and
debt financing that has been committed by Bank of America,
Citigroup Global Markets, JPMorgan, and Merrill Lynch Capital
Corporation, subject to customary conditions.

There is no financing condition to the obligations of the private
equity consortium to consummate the transaction.

Under the merger agreement, HCA may solicit superior proposals
from third parties during the next 50 days.  In accordance with
the agreement, the board of directors of HCA, through its special
committee and with the assistance of its independent advisors,
intends to actively solicit superior proposals during this period.  
HCA advises that there can be no assurance that the solicitation
of superior proposals will result in an alternative transaction.  
HCA does not intend to disclose developments with respect to the
solicitation process unless and until its board of directors has
made a decision.

"This is a truly landmark deal, and we are pleased to partner with
the management team led by Jack Bovender, Dr. Thomas Frist, Jr.
and our fellow equity sponsors," said Stephen Pagliuca, a Managing
Director at Bain Capital.  "HCA is the largest and most
sophisticated operator in the U.S. hospital industry, delivering
high quality and cost effective healthcare as well as a track
record of consistent growth.  We look forward to putting our
extensive healthcare experience to work in order to support
management in growing this outstanding company."

"HCA provides world class patient care on a unique scale in this
country and is an indispensable part of the communities it
serves," Michael Michelson, a member of KKR, stated.  "We are
delighted to be joining with HCA's talented management, Dr. Thomas
Frist, Jr., and our private equity partners to continue to build
the company's franchise of high quality clinical care.  KKR's
experienced healthcare team looks forward to providing strong
support for HCA's future growth, including continuing to invest
substantial capital in its facilities."

"This transaction will position the company to continue its
tradition of high-quality service provided with genuine caring,"
Dr. Thomas Frist, Jr. said.  "In addition, the transaction will
position the company and its employees for sustained future
success."

Credit Suisse Securities (USA) LLC and Morgan Stanley & Co.
Incorporated are acting as financial advisors to the special
committee.  Credit Suisse and Morgan Stanley have each delivered a
fairness opinion to the special committee.  Shearman & Sterling
LLP is acting as legal advisor for the special committee and Bass
Berry & Sims PLC is acting as legal advisor for HCA.

Merrill Lynch & Co. acted as lead M&A advisor, and Banc of America
Securities LLC, Citigroup Global Markets, and JPMorgan acted as
M&A advisors, to the private equity consortium.  Simpson Thacher &
Bartlett LLP is acting as legal advisor to the private equity
consortium.

The transaction does not require the consent of the Company's
unsecured noteholders.  It is currently intended that
substantially all of the Company's 8.850% Medium Term Notes due
2007, 7.000% Notes due 2007, 7.250% Notes due 2008, 5.250% Notes
due 2008 and 5.500% Notes due 2009 (or an equivalent amount of the
Company's other existing notes) will either be tendered for or
repaid.  The transaction is not, however, conditioned upon any
such tender or repayment.  The Company's remaining unsecured notes
are expected to remain outstanding and will not be equally and
ratably secured with the new debt raised to finance the
transaction.

                       About Bain Capital

Bain Capital -- http://www.baincapital.com/-- is a private  
investment firm, with over 20 years of experience in management
buyouts, and offices in Boston, New York, London, Munich, Hong
Kong, Shanghai and Tokyo.

                            About KKR

KKR -- http://www.kkr.com/-- a private equity firms specializing  
in management buyouts, with offices in New York, Menlo Park,
California, London, Paris, Hong Kong and Tokyo.

            About Merrill Lynch Global Private Equity

Merrill Lynch Global Private Equity -- http://www.ml.com/-- is  
the private equity investment arm of Merrill Lynch & Co, Inc.

                             About HCA

Headquartered in Nashville, Tennessee, HCA (Hospital Corporation
of America) Inc. (NYSE: HCA) -- http://www.hcahealthcare.com/--  
provides healthcare services, composed of locally managed
facilities that include approximately 182 hospitals and 94
outpatient surgery centers in 22 states, England and Switzerland.  
At its founding in 1968, HCA was one of the nation's first
hospital companies.

                           *     *     *

As reported in the Troubled Company Reporter on May 29, 2006,
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
rating to HCA Inc.'s senior unsecured debt securities registered
as a Rule 415 shelf filing.  This filing falls under the SEC's
well-known seasoned issuer rules, which do not require a dollar
amount of securities issued.  The corporate credit rating on HCA
is 'BB+'.  The outlook is stable.


HERBALIFE LTD: Completes $300 Million Bank Refinancing
------------------------------------------------------
Herbalife Ltd., formerly known as WH Holdings (Cayman Islands)
Ltd., and its indirect subsidiary Herbalife International, Inc.,
completes its refinancing of its existing $225 million senior
secured credit facility.  The new $300 million senior secured
credit facility consists of a $200 million, seven-year term loan
and a $100 million, six-year revolving credit facility.  Merrill
Lynch, Pierce, Fenner & Smith Inc., J.P. Morgan Securities Inc.
and Morgan Stanley served as joint lead arrangers and joint book-
runners on the transaction.

At closing, the Company used approximately $65 million of
available cash and $15 million of borrowings under the new
revolver to repay the outstanding borrowings under its existing
senior credit facility and fund closing costs.

                     9-1/2% Notes Redemption

The Company also advised the Trustee of its 9-1/2% Notes due 2011,
of the Company's election to redeem the outstanding $165 million
aggregate principal amount of Notes at the mandatory redemption
price of approximately $109.80 per $100.00 aggregate principal
amount of Notes.  The Company intends to use the proceeds from the
new $200 million term loan to fund the redemption and pay accrued
interest.  The anticipated redemption date is Aug. 23, 2006.

"We continue to proactively de-leverage the company reflecting the
strong cash flow generation of our business coupled with the
creation of a more flexible and efficient capital structure," said
Rich Goudis, the company's chief financial officer.  "The result
has been a reduction of debt, a lower effective interest rate and
improved coverage ratios which led to the recent corporate family
credit rating upgrades from both Moody's and S&P to Ba1 and BB+,
respectively.  The benefits from this recapitalization will allow
us to invest further in the needs of our distributors, our
business and our shareholders," Mr. Goudis continued.

Upon redemption of the Notes, the Company expects to incur an
after-tax one-time charge of approximately $14 million,
representing the call premium and the write-off of unamortized
deferred financing costs.

                     About Herbalife

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

                         *     *     *

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

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


INCO LTD: Acquisition Proposal Supported by Falconbridge's Board
----------------------------------------------------------------
The Board of Directors of Falconbridge Limited reaffirmed its
unanimous support for the Inco offer of CDN$18.50 cash per share
and 0.55676 of an Inco share per Falconbridge share, assuming full
pro-ration.  Excluding the recently-announced special dividend of
CDN$0.75 per common share, the implied value of the Inco offer was
CDN$64.40 at close of business on Monday, July 24, 2006, while
Falconbridge shares were trading at CDN$62.45, ex-dividend, or a
premium of CDN$1.95.  The shareholders of Falconbridge have until
midnight, Vancouver time on July 27, 2006, to tender their shares
to the Inco offer.

The Board reaffirmed its recommendation in the context of its
review of Xstrata plc's revised offer of CDN$62.50 in cash per
Falconbridge share.  The Xstrata offer, currently expiring on Aug.
14, 2006, remains subject to approvals by Investment Canada and
Xstrata shareholders.

"After reviewing the financial and legal aspects of the two
offers, the market fundamentals for both nickel and copper and the
recent performance of the Inco and Falconbridge share prices, the
Falconbridge Board has reaffirmed its conclusion that the Inco
offer is more attractive for the shareholders of Falconbridge,"
said Derek Pannell, Falconbridge's Chief Executive Officer.  "Our
view is that combining with Inco creates an unrivalled base-metals
mining company with tremendous potential for value creation.

"One of the primary reasons for the Falconbridge Board reaffirming
this recommendation is the forecast of extremely solid market
fundamentals, especially for nickel and copper, which will
continue to underpin a very positive metals pricing environment.  
Against this backdrop, both Inco and Falconbridge have delivered
and are expected to continue to deliver outstanding short- and
medium-term earnings.  The $550-million of synergies that can be
realized from the combination of Inco and Falconbridge are unique
to these two companies and will provide a further positive impact.  
Conversely, Xstrata's all-cash offer will not allow Falconbridge
shareholders to participate in this future earnings potential.

"In addition, Inco has received all requisite regulatory
approvals.  This provides a higher completion certainty."

Inco and Falconbridge reported record-breaking financial results
for the second quarter of 2006, with net earnings in accordance
with Canadian generally accepted accounting principles of
$472 million and net earnings of $728 million.

Finally, assuming completion of the proposed Phelps Dodge offer to
Inco, former Falconbridge shareholders would receive a further
premium, including additional cash.

                       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 and Standard &
Poor's BB+ rating.


INDIAN CREEK: Court Approves Henry Niles as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Indian Creek Vineyard Estates, LLC, permission to employ
Henry B. Niles, III, Esq., as its bankruptcy counsel.

Mr. Niles is expected to:

     a) give the Debtor legal advice with respect to its power
        and duties as debtor-in-possession in the continued
        operation of its affairs,

     b) manage the Debtor's property, and

     c) perform all legal services for the debtor-in-possession
        which may be necessary herein.

Mr. Niles tells the Court he will bill $295 per hour for this
engagement.  Mr. Niles discloses that he has received a $20,000
retainer.

Mr. Niles assures the court that he does not hold any interest
adverse to the Debtor, its creditors or its estate.

Mr. Niles can be reached at:

     Henry B. Niles, III, Esq.
     340 Soquel Avenue, Suite 105
     Santa Cruz, California 95062
     Fax: (831) 457-4555
     Tel: (831) 457-4545

Headquartered in Carmel Valley, California, Indian Creek Vineyard
Estates, LLC, filed for chapter 11 protection on June 14, 2006
(Bankr. N.D. Ca. Case No. 06-51053).  Henry B. Niles, Esq.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's Bankruptcy proceedings.  When the Debtor filed for
protection from its creditors, it estimated assets ranging from
$10 million to $50 million and debts ranging from $1 million to
$10 million.


INT'L MGT: Chap. 11 Trustee Taps Auction Management as Auctioneer
-----------------------------------------------------------------
William F. Perkins, the chapter 11 trustee appointed in the
bankruptcy cases of International Management Associates LLC and
its debtor-affiliates, asks the U.S. Bankruptcy Court for the
Northern District of Georgia for permission to employ Auction
Management Corp. as auctioneer.

The Trustee needs Auction Management's assistance in auctioning
certain of the Debtors' personal property in the Greater Atlanta
area.

Under Auction Management's employment terms, the Firm will be
compensated in this manner:

   a) With respect to sales of Atlanta Assets, the Firm will be
      paid a commission of 5% of the aggregate bid amount, plus
      the Firm will collect and retain the 10% buyer's premium
      added to all winning bids on the Atlanta Assets.

   b) In addition, the Firm has agreed to advance a $26,173
      marketing budget to be used to market the Atlanta Assets,
      with the marketing budget to be reimbursed to the Firm out
      of sales proceeds realized through the sale of Atlanta
      Assets.

The Trustee tells the Court that Auction Management's engagement
will:

   -- not require an initial financial outlay from the Debtors'
      estates;

   -- be compensated solely out of sales proceeds the Trustee
      believes will be augmented as a result of the Firm's
      efforts; and

   -- allow the Trustee to market the Atlanta Assets without
      having to make initial provisions for a marketing budget.

To the best of the Trustee's knowledge, Auction Management does
not hold or represent an interest adverse to the Debtors' estates
and is a "disinterested person" under Sec. 101(14) of the
Bankruptcy Code.

Headquartered in Atlanta, Georgia, International Management
Associates, LLC -- http://www.imafinance.com/-- managed hedge
funds for investors.  The company and nine of its affiliates filed
for chapter 11 protection on Mar. 16, 2006 (Bankr. N.D. Ga. Case
No. 06-62966).  David A. Geiger, Esq., and Dennis S. Meir, Esq.,
at Kilpatrick Stockton LLP, represent the Debtors in their
restructuring efforts.  James R. Sacca, Esq., at Greenberg
Traurig, LLP, and Mark S. Kaufman, Esq., at McKenna Long &
Aldridge, LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they did not state their total assets but estimated
total debts to be more than $100 million.

On April 28, 2006, the Court appointed William F. Perkins as the
Debtors' chapter 11 trustee.  Kilpatrick Stockton LLP represents
Mr. Perkins.


IPIX CORP: Board Resignation Prompts Nasdaq Noncompliance Notice
----------------------------------------------------------------
David Wilds, Chairman, and Andrew Seamons resigned from the Board
of Directors of IPIX Corp.

Laban P. Jackson, Jr. resigned as a director and a member of the
audit committee of the Company's board of directors on July 6,
2006.  Mr. Jackson's departure reduced the number of members of
the audit committee to two and thus caused us to become non-
compliant with Rule 4350(d)(2)(A) of the NASDAQ Stock Market,
which requires that every NASDAQ-listed company have an audit
committee of at least three members.  NASDAQ anticipates that the
non-compliance may occur from time to time, and its Rule
4350(d)(4)(B) allows a company to cure a deficiency in the number
of audit committee members by the earlier of the next annual
shareholders meeting or one year from the departure of the audit
committee member.

On July 13, 2006, the Company notified NASDAQ of its non-
compliance with this requirement, and that it intended to fill the
vacancy on the audit committee by electing a third member within
the cure period permitted by NASDAQ.  On July 14, 2006, NASDAQ
confirmed that the Company was not in compliance with NASDAQ's
audit committee requirements.

Mr. Seamons' resignation on July 17, 2006, further reduced the
number of members of the audit committee to one.  On July 18,
2006, the Company notified NASDAQ of its non-compliance with Rule
4350(d)(2)(A) and its intention to fill Mr. Seamons' vacancy
within the applicable cure period provided by the NASDAQ Rules.  
On July 19, 2006, NASDAQ confirmed that the Company was not in
compliance with NASDAQ's audit committee requirements and was
reviewing the Company's eligibility for continued listing on the
NASDAQ Stock Market.  To facilitate this review, the Company
intends to provide a specific plan and timetable to achieve
compliance with the audit committee composition rule set forth in
Marketplace Rule 4350(d)(2)(A) on or before Aug. 3, 2006.

"The company is grateful for Mr. Wilds', Mr. Jackson's and Mr.
Seamons' long and active membership on the IPIX Board of Directors
and we wish them well," said IPIX President and CEO Clara Conti.

                    About IPIX Corporation

Headquartered in Reston, Virginia, IPIX Corporation (NASDAQ:IPIX)
-- http://www.ipix.com/-- is a premium provider of immersive  
imaging products for government and commercial applications.  The
company combines experience, patented technology and strategic
partnerships to deliver visual intelligence solutions worldwide.  
The company's immersive, 360-degree imaging technology has been
used to create high-resolution digital still photography and video
products for surveillance, visual documentation and forensic
analysis.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 31, 2006,
In compliance with Nasdaq Marketplace Rule 4350(b)(1)(B), IPIX
Corporation's (Nasdaq:IPIX) independent auditors, Armanino McKenna
LLP, included an explanatory paragraph in its Annual Report on
Form 10-K for the year ended Dec. 31, 2005, stating concern on the
Company's ability to continue as going concern.  A similar
explanatory paragraph was included in the Company's Annual Report
on Form 10-K for the years ended Dec. 31, 2003 and 2004.  The
Company has suffered recurring losses and negative cash flow from
operations that raises substantial doubt about its ability to
continue as a going concern.


ITEN CHEVROLET: Court Grants Access to GMAC's Cash Collateral
-------------------------------------------------------------
The Honorable Nancy C. Dreher of the U.S. Bankruptcy Court for the
District of Minnesota authorized Iten Chevrolet Company, Inc., to
use cash collateral securing repayment of its prepetition debts to
General Motors Acceptance Corp.

Mary Jo Jensen-Carter, Esq., at Buckley & Jensen, in Vadnais
Height, Minnesota, informed the Court that the Debtor would use
the cash collateral to fund its reorganization and continuing
business operations, and pay its employees for some prepetition
services.

GMAC has a floor plan security interest in the Debtor's vehicle
inventory, and has a lien on its parts inventory and all of its
other assets.  As of June 28, 2006, the balance due to GMAC is
around $14,236,000.

As adequate protection of the interest of GMAC, and to the extent
the debtor uses cash collateral, the Debtor grant GMAC a
replacement lien on its postpetition accounts receivable,
inventory, and cash deposits, which lien will have the same
priority, dignity and effect as GMAC's prepetition lien on the
property.

A full-text summary of the Debtor's Projected Cash Receipts and
Expenses is available for free at:

               http://ResearchArchives.com/t/s?e23


                 BB Motors Asset Purchase Agreement

The Debtor entered into an Asset Purchase Agreement with BB
Motors, LLC.  Under the terms of the Asset Purchase Agreement,
the Debtor's floor plan obligations to GMAC will be assumed by
BB Motors.  In addition, BB Motors LLC will pay the Debtor
$3,150,000 for the purchase of the assets.  The Asset Purchase
Agreement provides for the sale to close on or before
Aug. 28, 2006.  According to Ms. Jensen-Carter, the sale of the
business assets will generate sufficient funds to pay the
remainder of GMAC's claim in full and will also provide funds for
payment of most, if not all, of the Debtor's remaining
obligations.

                      About Iten Chevrolet

Based in Brooklyn Center, Minnesota, Iten Chevrolet Company, Inc.
-- http://www.gmbuypower.com/-- operates a General Motors   
Corporation automobile dealerships in Minnesota.  The Company
filed for chapter 11 protection on June 28, 2006 (Bankr. D. Minn.
Case No. 06-41259).  Mary Jo A. Jensen-Carter, Esq., at Buckley
and Jensen, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed assets of $16,083,417 and
debts of $17,703,249.


ITEN CHEVROLET: Wants to Sell Assets to BB Motors for $3.15 Mil.
----------------------------------------------------------------
Iten Chevrolet Company, Inc., asks the U.S. Bankruptcy Court for
the District of Minnesota to approve the sale of substantially all
of its assets free and clear of all liens, except permitted liens,
to BBC Motors, LLC, for $3,150,000, in cash.

The Debtor discloses that two years prior to its bankruptcy
filing, its sales have decreased dramatically due, in large part,
to an overall downturn in the market for motor vehicles.  As a
result, the Debtor has been struggling to maintain its operations
while losing money each month.

The Debtor's management determined that the only way the Debtor
would be able to satisfy its financial obligations would be to
sell the business to a third party.

Immediately prior to the bankruptcy filing, the Debtor entered
into an agreement to sell its business assets to BB Motors, LLC.  
Under the terms of the Asset Purchase Agreement, the Debtor is
obligated to obtain a final order approving the sale on or before
Aug. 21, 2006, and close the sale on or before Aug. 31, 2006.  In
order to comply with the terms of the Asset Purchase Agreement,
the Debtor asks the Court to schedule a hearing on the sale on
Aug. 9, 2006.

GMAC provides the Debtor's floor plan financing for its new and
used vehicles.  It also provides a revolving line of credit for
the debtor's general business operations.  As of the date of the
bankruptcy filing, the balance due to GMAC totaled approximately
$13,600,000.00.  Under the terms of the Asset Purchase Agreement,
the Debtor's floor plan obligations to GMAC will be assumed by BB
Motors, LLC.  

As collateral for the Debtor's obligations, GMAC holds liens on
the Debtor's vehicle and parts inventories and a blanket lien on
all of the Debtor's assets.  Automotive Sales and Service, Inc.
claims to have a blanket lien on the Debtor's assets, which lien
is subordinate to the lien of GMAC.  However, the Debtor disputes
the validity of that lien for several reasons.  First, the
Security Agreement on which Automotive relies for its security
interest does not contain a grant by the Debtor of a security
interest.  Second, although the Security Agreement was signed in
February 2004, the UCC financing statement was not filed until
October 2005.  In light of the fact that Automotive is an insider,
the financing statement filing is a preferential transfer under
U.S. Bankruptcy Code.  Finally, the Debtor never received any
consideration for the alleged granting of a security interest,
which lack of consideration forms another basis for disputing the
alleged security interest.

The Debtor is proposing to sell substantially all of the Debtor's
assets free and clear of all liens, claims, interests and
encumbrances, specifically including the liens of GMAC and any
alleged liens of Automotive Sales.  To the extent that the liens
are determined to be valid liens on the Debtor's assets, the liens
will attach to the proceeds of the sale.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?e21

                      About Iten Chevrolet

Based in Brooklyn Center, Minnesota, Iten Chevrolet Company, Inc.
-- http://www.gmbuypower.com/-- operates a General Motors   
Corporation automobile dealerships in Minnesota.  The Company
filed for chapter 11 protection on June 28, 2006 (Bankr. D. Minn.
Case No. 06-41259).  Mary Jo A. Jensen-Carter, Esq., at Buckley
and Jensen, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed assets of $16,083,417 and
debts of $17,703,249.


JOHNSON BROTHERS: Case Summary & Six Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Johnson Brothers Farms
        56285 713 Road
        Fairbury, Nebraska 68353
        Tel: (402) 729-5749

Bankruptcy Case No.: 06-40888

Chapter 11 Petition Date: July 22, 2006

Court: District of Nebraska (Lincoln Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: William L. Needler, Esq.
                  William L. Needler & Associates, Ltd.
                  Fuller Building 2, North Spruce Street
                  P.O. Box 177
                  Ogallala, Nebraska 69153
                  Tel: (308) 284-4505
                  Fax: (308) 284-3813

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Reynolds Oil Company                     $18,000
   P.O. Box 113
   204 Avery
   Reynolds, NE 68429

   PHI Financial Services, Inc.             $11,000
   P.O. Box 75906
   Chicago, IL 60675-5906

   Jefferson County Assessor                 $7,282
   411 4th Street
   Fairbury, NE 68352

   Gill Insurance Service Inc.               $6,600
   515 F Street, P.O. Box 576
   Fairbury, NE 68352

   Norder Agri-Supply, Inc.                  $4,994
   P.O. Box 10
   Bruning, NE 68322

   Schwab & Bauer P.C.                         $500
   311 5th Street
   P.O. Box 367
   Fairbury, NE 68352


LEGACY ESTATE: Gets Purchase Offer from Texas Pacific & Huneeus
---------------------------------------------------------------
Winery owner Bill Price and the Huneeus family made an offer to
purchase all of the assets of Legacy Estates out of bankruptcy
protection.  Legacy Estates owns the Freemark Abbey winery in Napa
Valley, the Arrowood winery in Sonoma and the Byron winery in
Santa Maria.

Mr. Price, a founding partner of the Texas Pacific Group, said, "I
am delighted to be forming this partnership with the Huneeus
family, who have a long history of success in the wine business.  
It is our plan to keep Legacy as an independent company focused on
producing top quality wines.  Each of these wineries has a unique
history and sense of place that we believe justifies a premier
position in their categories.

It is expected that Agustin Francisco Huneeus, Jr., will lead the
new joint venture.  "We are eager to meet and begin to work with
all the Legacy employees.  We are impressed with what they have
been able to achieve in what is a very difficult and constraining
environment.  Our first priority will be to re-focus the
management and employees of the company from this long and arduous
sale process and back to making wine."

"The fact that Freemark Abbey, Arrowood and Byron have long
standing relationships with some of the most important vineyards
and growers in Napa, Sonoma and Santa Maria is an important asset
that we hope to continue," said Agustin Huneeus.  "We are also
very pleased to have the opportunity to work with Richard and Alis
Arrowood, who are two true visionaries in this industry, as well
as with the accomplished and successful winemaking teams led by
Ted Edwards at Freemark Abbey and Jonathan Nagy at Byron."

Richard Arrowood, who plans to stay with Arrowood Winery, said,
"Without question, the Huneeus family and Bill Price understand
why we are in this business.  They understand the care and
nurturing it takes to build upon the natural synergies between our
employees, growers and consumers.  For both Alis and I, it will be
most refreshing to refocus our energies towards the philosophy of
producing the finest from what Sonoma has to offer.  I am
confident that all of us at Arrowood Winery would be proud to work
with them in reaffirming our winemaking strengths."

"Richard is one world's best winemakers as well as a Sonoma
pioneer," said Mr. Huneeus, Jr.  "We are honored that he has
decided to stay on as part of our team."

"It is our plan to keep Arrowood focused on making the most
distinguished wines in Sonoma" said Mr. Price "and no one knows
Sonoma as well or is as accomplished at this than Richard
Arrowood."

Richard Arrowood started his winemaking career in 1965 at Korbel
Champagne and in 1974 was chosen by the founders of Chateau St.
Jean Winery to become their first employee as winemaster and,
eventually, executive vice president.  Chateau St. Jean wines
quickly received critical acclaim and Richard gained a worldwide
reputation for producing superb wines.  In April 1990, after 16
years with Chateau St. Jean, Richard started Arrowood Vineyards
and Winery.  It is here that Richard has been able to achieve his
goal of producing wines of singular, exceptional quality --
without compromise.

Huneeus Vintners, owned by The Huneeus Family, is a privately held
wine company in Napa, California owning the Quintessa Estate and
other vineyard and winery properties in California and Chile.  
Agustin Huneeus has based his successful career in the wine
industry on his belief that, "Great wines are a reflection of
place".  He and his wife Valeria purchased the 280-acre Quintessa
property in 1990 and developed Quintessa into a world-class wine
estate.

Bill Price is a founding partner of the Texas Pacific Group, a
leading private equity firm that purchased Beringer from Nestle in
1995 and took it public in 2000.  He also owns the Durell vineyard
in Carneros and Three Sticks Winery: a small premier Sonoma
winery.

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and Connaught Capital Partners, LLC, filed for
chapter 11 protection on November 18, 2005 (Bankr. N.D. Calif.
Case No. 05-14659).  John Walshe Murray, Esq., Lovee Sarenas,
Esq., and Robert A. Franklin, Esq., at the Law Offices of Murray
and Murray represent the Debtors in their restructuring efforts.
Lawyers at Winston & Strawn LLP represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they estimated more than $100 million in
assets and debts between $50 million and $100 million.


LEHMAN ABS: Fitch Affirms BB+ Rating on Class M2 Certificates
-------------------------------------------------------------
Fitch Ratings has affirmed these Lehman ABS Mortgage Corporation
issues:

Series 2005-1

    -- Class A 'AAA';
    -- Class M1 'BBB-';
    -- Class M2 'BB+'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $93.1 million of
outstanding certificates.

As of the June 2006 distribution date, the pool is seasoned 15
months and has a pool factor (current principal balance as a
percentage of original) of 35%.  The mortgage loans were
originated or acquired by Greenpoint Mortgage Funding, Inc., rated
'RPS2' by Fitch.  In addition, the overcollateralization for this
transaction has grown to meet its target.

Fitch will closely monitor these transactions.


LG.PHILIPS DISPLAYS: Court OKs Pact Continuing Cash Collateral Use
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the stipulation allowing Jeoffrey L. Burtch, Esq., the Chapter 7
trustee overseeing the liquidation of LG.Philips Displays USA,
Inc., to continue using the cash collateral securing the Debtor's
obligation to JPMorgan Chase Bank, N.A. (Hong Kong).

In the Stipulation, JPMorgan consented to the Trustee's use of the
Cash Collateral in this manner:

   a) $23,750 will be used solely for the payment of the premium
      required to purchase the bond filed with the Court on
      July 12, 2006;

   b) $10,000 or less will be for the retrieval or shipment of
      the Debtor's computers and server in San Diego, California;

   c) $1,000 or less will be for the monthly expenses incurred in
      the preservation of the Debtor's books and records stored
      at Document Service Company in Findlay, Ohio; and

   d) $1,300 or less will be for the monthly expenses incurred by
      Becky Grismore for services rendered to the Trustee in
      connection with the administration of the Chapter 7 estate.

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 DISPLAYS: Ch. 7 Trustee Wants to Abandon Mexican Assets
------------------------------------------------------------------
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
abandon the Debtor's assets in Mexico.  

The Trustee tells the Court that the Debtor's production facility
at Gomez Palacio in Coahuila, Mexico, is under a contract known as
a maquiladora with the Debtor's affiliate, LG.Philips Displays
Mexico, S. A. de C. V.  Under the Maquiladora, the Debtor owns all
of the equipment, inventory, and raw materials used in the
manufacture of its products.  LPD Mexico owns the land and factory
facilities.  The Mexican Assets include robotic equipment,
measuring equipment, and spare parts.  

According to the Trustee, during the Debtor's chapter 11 case, all
or most of the Mexican inventory were liquidated or utilized.  To
date, the property of the estate includes some equipment, and
miscellaneous inventory, raw materials and other personality still
located at the Mexico Facility.

The Trustee emphasizes that abandoning the Mexican Assets will
cost less than liquidating them.  Specifically, the Trustee points
out that:

   a) if a purchaser were to purchase the Mexico Facility, the
      value of the Mexican Assets in connection with the sale
      would be approximately $500,000;

   b) if the Mexican Assets were to be removed from the Mexico
      Facility for liquidation in Mexico separate from a sale of
      the Mexican Facility, the cost of removing the Mexican
      Assets would exceed $500,000; and

   c) if the Mexican Assets were to be removed from the Mexico
      Facility for liquidation in the United States, the cost of
      removing the Mexican Assets would be in excess of
      $3,000,000.

Additionally, the Trustee discloses that the Mexican Assets serve
as cash collateral securing the Debtor's obligation to JPMorgan
Chase Bank N.A. (Hong Kong).  Hence, the Mexican Assets have
inconsequential value and do not benefit the estate, the Trustee
contends.  

Further, the Trustee notes that to liquidate the Mexican Assets
without incurring removal costs would require a sale of the
Mexican Facility.  Consequently, the Mexican Facility is not
property of the estate, and the Trustee does not have the right to
sell that asset or otherwise control the sale process, if any, of
the Mexican Facility.

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.


MERIDIAN AUTOMOTIVE: Judge Walrath Approves Solicitation Process
----------------------------------------------------------------
Judge Walrath of the U.S. Bankruptcy Court for the District of
Delaware approves Meridian Automotive Systems, Inc., and its
debtor-affiliates' proposed procedures for the solicitation and
tabulation of votes to accept the Revised Third Amended Joint Plan
of Reorganization, with certain modifications.

Judge Walrath authorizes the Debtors to distribute or cause to be
distributed, no later than July 28, 2007, the Voting Solicitation
Packages by first class mail to all Holders of Claims in Classes
3 through 7.

                           Record Date

Judge Walrath established July 21, 2006, as the record date for
purposes of determining Holders of Claims and Meridian
Prepetition Interests entitled to receive the Voting Solicitation
Package, the Unimpaired Notice of Non-Voting Status of the
Rejecting Class Notice and determining which Holders of Claims
are entitled to vote on the Revised Third Amended Plan.

                         Voting Deadline

The Court rules that the original ballots must be properly
executed and completed and returned to the Voting Agent no later
than 4:00 p.m. Eastern Time, on Sept. 1, 2006.

                        Ballot Tabulation

The Court will convene a hearing on Aug. 28, 2006, to consider
Rule 3018(c) Motions, if any, seeking to temporarily allow a
claim for purposes of voting on the Third Amended Plan.

The Debtors will have until Aug. 18, 2006, to file objections
to Claims for purposes of voting on the Plan.

Judge Walrath rules that with regards to the numerosity
requirement of Section 1126(c) of the Bankruptcy Code, separate
Claims held by a single creditor in a particular Class will be
treated as separate Claims for purposes of voting on the Plan and
the votes related to the Claims will be counted separately.

Claims in Classes 3, 4 and 5 will be allowed temporarily for
voting purposes in the amount described in the Plan or the
respective ballot.

                  Confirmation Objection Deadline

To permit the Debtors adequate time to respond to objections to
confirmation of the Plan, the Court fixes Sept. 1, 2006, at
4:00 p.m. Eastern Time, as the last date for filing and serving
the written objections.

                       Confirmation Hearing

The Confirmation Hearing on the Debtors' Plan will be held before
the Court on Sept. 13, 2006, which may be adjourned from time
to time by an announcement of adjournment at the Confirmation
Hearing or subsequent confirmation hearings.

Judge Walrath directs the Debtors to cause the Confirmation
Hearing Notice to be published in The Detroit Free Press, USA
Today and the national edition of The Wall Street Journal no
later than Aug. 14, 2006.

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. 35;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MERIDIAN AUTOMOTIVE: Panel Responds to First American's Objection
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Meridian Automotive Systems, Inc., and its debtor-affiliates does
not dispute that as a third-party defendant, First American Title
Insurance Company is entitled to fully participate in the case and
defend itself.  However, First American must comply with the
Federal Rules of Bankruptcy Procedure and the Local Rules of the
Court, Don A. Beskrone, Esq., at Ashby & Geddes, P.A., in
Wilmington, Delaware, asserts.

First American's Brief seeks to raise purportedly dispositive
arguments in addition to those asserted by Credit Suisse, Cayman
Islands Branch, as First Lien Agent, Mr. Beskrone notes.

The Brief cannot be construed as a simple joinder, but is more
appropriately considered a substantive response filed by an
interested party, Mr. Beskrone contends.  Thus, the deadline to
file the Brief is governed by either the Local Rules or the
Scheduling Order, both of which First American did not abide by.

Mr. Beskrone says that assuming that First American is not bound
by the Scheduling Order, then the deadline for First American to
file its Brief is governed by Rule 7007-1 of the Delaware
Bankruptcy Local Rules pursuant to which answering briefs to the
First Lien Agent's Motion were to be have been filed by May 18,
2006, and answering briefs to the Committee's Cross-Motion were to
have been filed by June 6, 2006.

Mr. Beskrone emphasizes that First American did not file its
Brief until June 12, 2006.

Even if the Court were to strike the Brief, First American's
interests remain defended, Mr. Beskrone maintains.  Credit
Suisse, with whom First American has aligned itself, has already
fully briefed the issues raised in the Motion and the Cross-
Motion.

Considerations of judicial economy are not meant to relieve a
party from complying with applicable law, especially where the
party's failure to comply was completely within its control, Mr.
Beskrone further argues.

                    First American's Objection

As reported in the Troubled Company Reporter on July 21, 2006,
First American maintained that it is a party to, and is entitled
to participate meaningfully in, the litigation.

Neil B. Glassman, Esq., at the Bayard Firm, in Wilmington,
Delaware argued that despite not being referenced in the
Scheduling Order, First American is entitled to assert any
defenses that Credit Suisse has against the Committee's claims
pursuant to Rule 14(a) of the Federal Rules of Civil Procedure.

Civil Rule 14(a) made applicable pursuant to Rule 7014 of the
Federal Rules of Bankruptcy Procedure provides, inter alia, that
a third-party defendant may assert against the plaintiff any
defenses, which that third-party has to the plaintiff's claim.

Mr. Glassman asserted that the Scheduling Order does not limit in
any way First American's right to file a dispositive motion or
joinder.  First American does not need prior authorization from
the Court to assert its defenses by motion, joinder or otherwise.

If the Court deems that First American is subject to the
Scheduling Order, Mr. Glassman contends that First American's
Brief is timely filed because the Aug. 9, 2006, deadline to file
case dispositive motions has been stayed pursuant to the
Scheduling Order.

Moreover, the Committee will not suffer any prejudice if the
Brief is permitted by the Court, Mr. Glassman maintained.  On the
contrary, First American would suffer significant prejudice of
the Joinder is stricken for it will be denied the opportunity to
participate meaningfully in the resolution of the issues raised
in the Summary Judgment Motion and the Cross Motion.

The Brief is in the interests of judicial economy, Mr. Glass
said.  It is the most efficient means for First American to
participate in the resolution of common issues in the litigation.

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)


MERRILL LYNCH: Fitch Holds BB Rating on Class B3 Certificates
-------------------------------------------------------------
Fitch Ratings has affirmed these Merrill Lynch Mortgage Investor
issue:

Series 2005-A3

    -- Class A 'AAA';
    -- Class M1 'AA';
    -- Class M2 'A';
    -- Class B1 'BBB';
    -- Class B2 'BBB-';
    -- Class B3 'BB'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $205 million of
outstanding certificates.

As of the June 2006 distribution date, the pool is seasoned 13
months and has a pool factor (current principal balance as a
percentage of original) of 65%.  The master servicer is Wells
Fargo Bank, N.A. (rated 'RMS1' by Fitch).  In addition, the
overcollateralization for this transaction has grown to meet its
target.

Fitch will closely monitor these transactions.


MOSAIC COMPANY: Fitch Places Low-B Ratings on Evolving Watch
------------------------------------------------------------
Fitch Ratings has placed these credit ratings of The Mosaic
Company, Mosaic Global Holdings, and Phosphate Acquisition
Partnership LP, on Rating Watch Evolving:

Mosaic

    -- Issuer Default Rating 'BB-';
    -- Senior secured revolving credit facility 'BB+'.

Mosaic Global Holdings Inc.

    -- Issuer Default Rating 'BB-';
    -- Senior secured term loans A and B 'BB+';
    -- Senior unsecured debt with subsidiary guarantees 'BB';
    -- Senior unsecured debt without subsidiary guarantees 'BB-'.

Phosphate Acquisition Partnership LP

    -- Issuer Default Rating 'BB-';
    -- Senior secured notes 'BB-'.

Fitch has also withdrawn the rating on Mosaic's mandatory
convertible preferred securities.

The ratings reflect Mosaic's good market positions in the global
potash and phosphate markets; improving financial performance; and
high debt level.  Mosaic's debt level stood at nearly $2.7 billion
at the end of February 2006.  For the trailing 12-month period
ended Feb. 28, 2006, Mosaic's total debt-to-EBITDA was 3.4 times
and its EBITDA-to-interest incurred was 4.6x.

The Rating Watch Evolving reflects the possibility of a change in
capital structure near-term as a result of the credit agreement's
2008 senior notes refinancing condition.  The senior notes are
defined as the 10-7/8% senior notes due 2008 and Phosphate
Acquisition Partnership's 7% senior notes due 2008; together these
notes total approximately $550 million.  The 2008 Senior Notes
Refinancing Condition states that all credit facilities will
mature on Nov. 30, 2007 if one of the following conditions has not
been met and the Refinancing Condition has not been waived:

    -- The 2008 Senior Notes must be repurchase or redeemed or
       refinanced such that no more than $100 million of the notes
       are outstanding on Nov. 30, 2007; or

    -- Mosaic's leverage is less than 2.5x as of Nov. 30, 2007; or

    -- Prior to Nov. 30, 2007, all obligations under the credit
       agreement have been paid in full.

Mosaic has not been able to consistently generate free cash flow
for debt reduction since the combination in October 2004.  Without
free cash flow to repay the necessary obligations, Mosaic could
need to refinance at least $450 million of the senior notes before
the end of November 2007.  While such a refinancing could be
successful, the extension of the maturity provides no permanent
relief to leverage.  Moreover, the ratings of certain issues could
change depending upon how a refinancing is executed, specifically
how collateral or guarantees may change.  If Mosaic could not
satisfy any of the options outlined in the 2008 Senior Notes
Refinancing Condition and its lenders would not grant a waiver,
Mosaic would be in default under its credit agreement and cross-
acceleration and cross-default provisions in certain bond
indentures may apply.  The Rating Watch Evolving will be resolved
once the 2008 Senior Notes Refinancing Condition is resolved.

The Mosaic Company is one of the largest global suppliers of
phosphate and potash fertilizers.  Mosaic earned approximately
$784.2 million in EBITDA on $5.4 billion in revenue TTM Feb. 28,
2006; the company had $2.7 billion in debt at that time.


MIRANT CORP: Litigation Trust Gets More Time to Object to Claims
----------------------------------------------------------------
MC Asset Recovery, LLC, the designated litigation trust of
Reorganized Mirant Corporation and its debtor-affiliates, obtained
an order from the U.S. Bankruptcy Court for the Northern District
of Texas extending the time within which it can file objections to
67 proofs of claim asserted by 34 claimants:

    Claimant                    Claim Numbers      Extension Date
    --------                    -------------      --------------
    A.D. Correll                    8435             Indefinite

    A.W. Dahlberg                   8436             Indefinite

    Barney Rush                     8427             Indefinite

    Carlos Ghosn                    8432             Indefinite

    Couch White, LLP                5255-5258,
                                    5286 & 5287      Indefinite

    Curtis A. Morgan                8437             Indefinite

    Daniel Streek                   8426             Indefinite

    David J. Lesar                  8431             Indefinite

    Douglas Linn Miller             8424             Indefinite

    Edwin Adams                     8421             Indefinite

    Frederick D. Kuester            8419             Indefinite

    Gary J. Morsches                8438             Indefinite

    Harvey A. Wagner                8425             Indefinite

    James Ward                      8417             Indefinite

    James F. McDonald               8429             Indefinite

    John Ragan                      8423             Indefinite

    Loyd A. Warnock                 8439             Indefinite

    Marce S. Fuller                 8433             Indefinite

    Mike Olson, Tax Collector
    for Pasco County                5797             July 17, 2006

    Niagara Mohawk Power
    Corporation                     7726             July 7, 2006

    Old Mongaup Corporation         8497, 8501,
                                    8505, 8509,
                                    8513, 8514       Indefinite

    Pacific Gas & Electric
    Company                         6502 & 6505      July 30, 2006

    Patricia Croissant              8496, 8499,
                                    and 8507         Indefinite

    Ray M. Robinson                 8428             Indefinite

    Raymond Dunlap Hill             8418             Indefinite

    Robert F. McCullough            8430             Indefinite

    Stuart E. Eizenstat             8434             Indefinite

    Swinging Bridge, Inc.           8498, 8502,
                                    8506, 8510       Indefinite

    The Shaw Group, Stone &         7073, 7068,
    Webster Inc., and               7065, 7071,
    Affiliated Companies            and 7067         July 28, 2006

    Troutman Sanders LLP            6058-6064        Dec. 30, 2007

    United Water New York           5783             July 31, 2006

    Vance N. Booker                 8422             Indefinite

    William Croissant               8495, 8500,
                                    8503, 8504,
                                    8508, 8511,
                                    and 8512         Indefinite

    William Holden                  8420             Indefinite

                       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: Litigation Trust Battles Troutman Over Subpoena Power
------------------------------------------------------------------
MC Asset Recovery, LLC, is the litigation trust entity New Mirant
Corporation established to own all rights, titles and interests to
pursue claims against Troutman Sanders LLP, The Southern Company,
and others.

MCAR believes that Troutman has been and is using Mirant's
confidential and privileged information to assist Southern to
defend the action Mirant filed against Southern, now being
pursued by MCAR.

John A. Lee, Esq., at Andrews Kurth LLP, in Houston, Texas,
asserts that if an investigation proves MCAR correct, Troutman's
actions;

    -- would violate Georgia State Bar Rules of professional
       conduct;

    -- potentially prejudice MCAR's case against Southern; and

    -- could give rise to claims against Troutman.

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure and Local Bankruptcy Rule 2004, MCAR asks Judge Lynn
to:

    (a) direct Troutman to expeditiously produce certain
        documents; and

    (b) authorize oral examination of Troutman's partners,
        members, counsel, associates and employees on certain
        topics.

A list of the documents to be produced and the topics for the
oral examination is available for free at:

               http://ResearchArchives.com/t/s?e07

                     Troutman Sanders Objects

Troutman Sanders LLP asks Judge Lynn to deny MC Asset Recovery,
LLC's discovery request because it:

    * was filed post-Plan confirmation;

    * was not pending on the Effective Date;

    * is not seeking to investigate prepetition causes of action;
      and

    * intimately relates to the defense of The Southern Company
      Causes of Action for which the reference was withdrawn and
      venue was transferred to the United States District Court in
      Atlanta.

Hence, the Bankruptcy Court lacks the jurisdiction to grant
MCAR's Rule 2004 Motion, Frank Hill, Esq., at Hill Gilstrap,
P.C., in Fort Worth, Texas, asserts.

In addition, the Court should abstain even if it has
jurisdiction, Mr. Hill contends.  MCAR's discovery, if it is to
be sought at all, should be sought in its pending case against
Southern to which Troutman's sought-after communications pertain,
Mr. Hill says.

Mr. Hill further argues that:

    -- the use of Rule 2004 of the Federal Rules of Bankruptcy
       Procedure is improper in the face of the pending Southern
       litigation;

    -- MCAR lacks standing to seek that discovery.  MCAR's
       standing is limited to asserting designated avoidance
       actions, including its claim against Southern.  MCAR does
       not have standing to assert postpetition or post-
       confirmation "ethics" concerns; and

    -- Southern has not waived privilege or work product
       protection.

In the event that the Bankruptcy Court grants MCAR's request,
Troutman reserves the position that any resulting subpoena must
be served in Georgia under and pursuant to the geographical
limits of Rule 65 of the Federal Rules of Civil Procedure.

                        New Mirant Replies

Rather than disclose the true nature and extent of its
activities, Troutman has sought to side-step the jurisdiction of
the Court by asserting "frivolous" standing and jurisdiction
arguments, John A. Lee, Esq., at Andrews Kurth LLP, in Houston,
Texas, argues.

Given the core bankruptcy issues that appear to be implicated by
Troutman's actions, including matters under the Crimes and
Criminal Procedures Code, Mr. Lee asserts that the Bankruptcy
Court is the only court with jurisdiction to hear and grant
MCAR's Rule 2004 Motion.  MCAR's investigation and an important
potential estate cause of action could be badly compromised if
the Bankruptcy Court:

    -- elects to abstain; and
    -- rules that the discovery be conducted in Georgia.

Thus, MCAR asks Judge Lynn to approve its Rule 2004 request.

                     Parties Agree to Discovery

To resolve their dispute, MCAR and Troutman entered into an
agreement governing the conduct of Rule 2004 examination.

A full-text copy of the Agreement on MCAR's Motion to Conduct
Rule 2004 Examination of Troutman Sanders is available for free
at http://ResearchArchives.com/t/s?e08

In accordance with the terms of the Agreement, Judge Lynn directs
Troutman to produce the documents and provide deposition
testimony required.  The Bankruptcy Court retains jurisdiction
with respect to any dispute arising from the interpretation of
the Agreement or from MCAR's or Troutman's compliance with its
terms.

                       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. 95 & 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: North America Unit to Exchange $850 Mil. in Old Notes
------------------------------------------------------------------
Mirant North America, LLC, and its subsidiaries offer to exchange
$850,000,000 of its 7.375% Senior Notes Due 2013, registered
under the Securities Act of 1933, as amended, for $850,000,000 of
its outstanding unregistered 7.375% Senior Notes Due 2013.

The exchange offer will expire at 5:00 p.m., New York City time,
on July 28, 2006, unless extended.

J. William Holden, III, Mirant North's senior vice president,
chief financial officer and treasurer, discloses in a regulatory
filing with the Securities and Exchange Commission that the terms
of the new notes will be substantially identical to the terms of
the old notes that were issued on Dec. 23, 2005, except that the
new notes will be registered under the Securities Act and will not
be subject to transfer restrictions or registration rights.  Mr.
Holden relates that the old notes were issued in reliance upon an
available exemption from the registration requirements of the
Securities Act.

"We will pay interest on the new notes on each June 30 and
Dec. 31, beginning Dec. 31, 2006," Mr. Holden says.

The new notes will be fully and unconditionally guaranteed on a
senior unsecured basis by certain of Mirant North's current and
future domestic restricted subsidiaries.

Mirant North will exchange the new notes for all old notes that
are validly tendered and not withdrawn prior to the expiration of
the exchange offer.  The company will not receive any proceeds
from the exchange offer.

A full-text copy of Mirant North's exchange offer prospectus is
available for free at http://ResearchArchives.com/t/s?e04

                       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.


MSGI SECURITY: Low Equity Prompts Nasdaq Delisting Notice
---------------------------------------------------------
MSGI Security Solutions, Inc., received a determination from the
Listing Qualifications Staff of The Nasdaq Stock Market, Inc.,
indicating that, based upon the Company's non-compliance with
Nasdaq Marketplace Rule 4310(c)(2)(B), which requires the Company
to evidence a minimum of $2,500,000 in stockholders' equity, the
Company's securities are subject to delisting from The Nasdaq
Capital Market.

In response to an earlier notice of non-compliance, the Company
timely provided its plan to evidence compliance with the
$2.5 million shareholders' equity requirement to the Listing
Qualifications Staff on June 7, 2006.  However, by letter dated
July 11, 2006, the Nasdaq Staff indicated that it had not accepted
the Company's plan to regain compliance.  As a result, the Company
plans to request a hearing before the Nasdaq Listing
Qualifications Panel to seek continued listing pending its return
to compliance.

The Company's securities will remain listed on The Nasdaq Capital
Market pending the issuance of the Panel's decision; however,
there can be no assurance that the Panel will grant the Company's
request for continued listing.

The Company continues to move forward with its plan to regain
compliance with the Nasdaq stockholders' equity requirement.  
Consistent with that plan, the Company is in active negotiations
with prominent strategic investor candidates focused on the
Homeland Security industry.  The Company hopes to report the terms
of the financing on a later date.

                       About MSGI Security

Headquartered in New York City, MSGI Security Solutions, Inc.
(Nasdaq: MSGI) -- http://www.msgisecurity.com/-- provides  
proprietary security products and services to commercial and
governmental organizations worldwide, including the U.S.
Department of Homeland Security and U.S. Department of Justice,
with a focus on cutting-edge encryption technologies for
surveillance, intelligence monitoring, and data protection.  From
its offices in the U.S. and Europe, the company serves the needs
of counter-terrorism, public safety, and law enforcement agencies.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 26, 2005,
Amper, Politzner & Mattia P.C. expressed substantial doubt about
MSGI Security Solutions, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended June 30, 2005.  The auditing firm points to
the Company's recurring losses from operations; negative cash flow
from operations; and significant deficit in working capital.


MUSICLAND HOLDING: Trade Creditors Sell $77 Million Claims
----------------------------------------------------------
From May 16, 2006 to July 7, 2006, the Clerk of the United States
Bankruptcy Court for the Southern District of New York recorded
five claim transfers to:

   Transferee               Creditor             Claim Amount
   ----------               --------             ------------
   Credit Suisse            Twentieth Century               -
   International.           Fox LLC

   Cargill Financial        Wilmington Trust      $26,941,787
   Services Int'l Inc.      Company

   Cargill Financial        Paramount Pictures     13,450,961
   Services Int'l Inc.      Home Video Div.

   Varde Investment         Sony BMG Music         29,107,675
   Partners, L.P.           Entertainment

   Varde Investment         EMI Music               8,080,779
   Partners, L.P.           North America

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


N-STAR REAL: Fitch Holds BB Rating on $15.9 Million Class D Notes
-----------------------------------------------------------------
Fitch Ratings affirms nine classes of notes issued by N-Star Real
Estate CDO III, Ltd.:

    -- $293,676,820 class A-1 at 'AAA';
    -- $14,983,511 class A-2A at 'AA';
    -- $4,994,504 class A-2B at 'AA';
    -- $16,981,313 class B at 'A-';
    -- $9,989,007 class C-1A at 'BBB+';
    -- $5,993,404 class C-1B at 'BBB+';
    -- $11,986,809 class C-2A at 'BBB';
    -- $1,997,802 class C-2B at 'BBB';
    -- $15,982,412 class D at 'BB'.

N-Star III is a collateralized debt obligation, which closed
March 10, 2005.  The portfolio is composed of approximately 70.9%
commercial mortgage-backed securities, 13.3% real estate
investment trust securities, 9.3% corporate securities and 6.5%
CDOs.  NS Advisor, LLC selected the initial collateral and serves
as the collateral administrator.

The affirmations are due to stable performance of the transaction.
The weighted average rating of the assets has remained stable at
'BBB-/BB+'.  In addition, each of the four overcollateralization
and interest coverage tests has remained stable.  There are no
defaulted assets in the portfolio.

The ratings of the class A-1, A-2A and A-2B notes address the
likelihood that investors will receive timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class B, C-1A, C-1B, C-2A, C-2B and D notes address
the likelihood that investors will receive ultimate interest
payments, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


NORTHWEST AIRLINES: Court Approves Sale of Six Aircraft to Omni
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Northwest Airlines, Inc., and its debtor-affiliates
permission to sell six aircraft to Omni Air International, Inc.

The Pension Benefit Guaranty Corporation's limited objection has
been resolved, as set forth on the record of the hearing.

Upon the closing of the sale of each Aircraft, the Aircraft will
be transferred, sold and delivered to Omni free and clear of all
liens, claims or interests.

With respect to proceeds of sale attributable to collateral on
which the PBGC has a first priority, perfected security interest:

   (i) prior to the approval of a stipulation between the
       Debtors and the PBGC addressing the proceeds, the
       interests of the PBGC will attach to the proceeds of sale
       of the collateral with the same validity, priority, force
       and effect which they had against the collateral, subject
       to any claims and defenses the Debtors may possess with
       respect thereto; and

  (ii) following the approval of the stipulation, the proceeds
       will be governed by the stipulation, as it may be amended
       from time to time.

                    About Northwest Airlines

Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/    
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.   (Northwest Airlines Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


NORTHWEST AIRLINES: Wants to Assume Amended Interline Agreement
---------------------------------------------------------------
Northwest Airlines, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to assume an Amended and Restated Interline Agreement
dated as of September 1, 1989, with Air Canada and Hawaiian
Airlines, Inc., and LAX TWO CORP.

LAX TWO is a non-profit mutual benefit corporation organized and
existing under the laws of the state of California.  LAX TWO was
formed by Northwest, Air Canada and Hawaiian to construct and
operate Terminal 2 at Los Angeles International Airport and to
provide certain terminal equipment and facilities.

LAX TWO paid the costs of designing, constructing, and leasing
the Terminal 2 facilities with the proceeds of bonds issued by
the Regional Airports Improvement Corporation.  LAX TWO allocates
those costs, including payment of interest and principal on the
RAIC Bonds, among the Contracting Airlines.

Pan American World Airways, Inc., was also a signatory to the
Interline Agreement.  Pan Am subsequently filed for Chapter 11
and ceased operations, and is therefore no longer a Contracting
Airline, Gregory M. Petrick, Esq., at Cadwalader, Wickersham &
Taft LLP, relates.

Pursuant to the Interline Agreement, each of the Contracting
Airlines receives preferential rights to use gates and equipment
at Terminal 2 of the Airport, provided that it has not defaulted
on its obligations under the Agreement.  The net cost to the
Contracting Airlines for use of the facilities is reduced by rent
paid by non-contracting airlines for their use of the facilities,
including aircraft gates.

LAX TWO also generates revenue by charging for Federal Inspection
Services in connection with United States customs regulations for
international arrivals and departures.  The FIS Revenue collected
from non-contracting airlines is allocated to the Contracting
Airlines based on their use of the facilities.

The FIS Revenue, according to Mr. Petrick, is distributed
primarily to Northwest Airlines because the other Contracting
Airlines do not use the FIS at the Airport and they did not
participate in the construction cost of the FIS portion of the
facility.

The Debtors find the Interline Agreement a valuable asset.  It
permits operational flexibility in Northwest Airlines' use of
terminal facilities and equipment at the Airport that are
necessary to the operation of Northwest's business in a cost
effective manner, Mr. Petrick asserts.

The Debtors have historically received from LAX TWO an annual net
distribution of funds as a result of rent received by LAX TWO
from non-contracting airlines and FIS Revenues.

                    About Northwest Airlines

Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/    
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.   (Northwest Airlines Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


NTL INC: Unit Prices $550 Million Offering of 9-1/8% Senior Notes
-----------------------------------------------------------------
NTL Incorporated finalized the terms of its senior notes offering.  
NTL's subsidiary, NTL Cable PLC, will issue $550 million of
9-1/8% U.S. dollar denominated ten-year notes.  The notes will
have minimum denominations of $100,000.  NTL anticipates that
completion of the offering will occur, today, July 25, 2006.  The
notes will rank pari passu with NTL Cable's outstanding dollar,
sterling and euro notes.

NTL Cable's subsidiary, NTL Investment Holdings Limited, received
commitments for an additional GBP300 million in senior debt under
a new Tranche C of its existing senior credit facility.  Loans
under the Tranche C facility will bear interest at LIBOR plus
2.75% and the principal amount of the Tranche C facility will be
repayable in seven years.  NTL expects that it will draw the
amounts available under the Tranche C facility on Aug. 1, 2006.

NTL will use the proceeds of the notes offering and the additional
senior debt to fully repay NTL Cable's existing US$1.048 billion
bridge facility.  These transactions will complete the financing
of the Telewest Global and Virgin Mobile transactions.

                         About NTL Inc.

Headquartered in London, England, NTL Inc. (NASDAQ: NTLI) --
http://www.ntl.com/-- is a Delaware corporation and is publicly-
traded is the US on the Nasdaq Global Select Market under the
symbol "NTLI."  The Company provides broadband, digital
television, telephony, content and communications services,
reaching over 50% of UK homes and 85% of UK businesses.

                          *     *     *

As reported in the Troubled Company Reporter - Europe on July 17,
2006, Fitch Ratings assigned NTL Cable PLC's upcoming GBP300
million 10-year senior notes an expected rating of B and a
Recovery Rating of RR5.  NTL Cable's existing senior notes remain
on Rating Watch Negative.  Fitch will resolve the Rating Watch
status on the NTL Cable notes and assign final rating to the new
notes upon completion of the new senior note issue.

The final rating is contingent on the receipt of final documents
conforming to information already received.  At the same time
the agency has affirmed NTL Inc's Issuer Default rating at B+
with Stable Outlook and its Short-term ratings at B.  NTL
Investment Holdings Limited's GBP5.28 billion senior secured
credit facilities are affirmed at BB+ and Recovery Rating RR1.


ONEIDA: Closing Arguments on Plan Today; No Plan Funding in Sight
-----------------------------------------------------------------
Closing arguments to consider the confirmation of the
pre-negotiated plan of reorganization filed by Oneida Ltd. and its
debtor-affiliates is scheduled for today, July 25, 2006, just as
the letter of intent between the Debtors and D. E. Shaw Laminar
Portfolios, L.L.C. and Xerion Capital Partners LLC, both current
Oneida shareholders, expired on Friday, July 21, 2006.  No
definitive agreement was signed by the expiration.

Under the terms of the proposed transaction, Laminar and Xerion
will pay at least $222.5 million, or an amount sufficient to pay
in full the company's secured bank claims plus, among other
things, the payment or assumption of all other general unsecured
claims.  In addition, the Buyers will include an element of
consideration for the company's common equity holders in
connection with securing their approval of the proposed
transaction.

It was anticipated that the proposed transaction would be in the
form of an offer to purchase 100% of the equity interest of Oneida
through a plan funding agreement.  Execution of a definitive
agreement is subject to, among other things, confirming due
diligence by the Buyers, standard regulatory approvals and other
conditions, including confirmation of Oneida's plan of
reorganization by the Bankruptcy Court.  Should Oneida and the
Buyers fail to reach a definitive agreement, Oneida would move
forward to complete its original recapitalization plan, which is
supported by its lenders, in a timely manner.

                          About the Plan

As reported in the Troubled Company Reporter on March 21, 2006,
the proposed prenegotiated plan of reorganization provides, among
other things, for the conversion of 100% of Oneida's Tranche B
loan, representing approximately $100 million, into 100% of the
equity of the newly reorganized company.

The plan also includes a $170 million long-term credit facility
that will refinance Oneida's Tranche A debt and provide the
company with additional liquidity to continue to grow its
business.  Oneida's general unsecured creditors will not be
impaired under the plan; however, existing common and preferred
stockholders will not receive any distributions under the plan and
their equity will be cancelled on the effective date of the plan.

A full-text copy of the redlined Plan of Reorganization is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=060719040309

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


PARMALAT GROUP: Canadian Subsidiary Gets C$450 Mil. Refinancing
---------------------------------------------------------------
Parmalat S.p.A.'s Canadian subsidiary Parmalat Dairy & Bakery Inc.
successfully completed the refinancing of its debt through a five
year syndicated loan for C$450,000,000 (approximately EUR318
million) as well as a revolving line of credit for C$100,000,000
(approximately EUR71 million).

The "Lead Arrangers" for the transaction are the Bank of Nova
Scotia and BNP Paribas.  The latter is also the "Syndication
Agent.  The refinancing did not include the "participation
notes" for approximately EUR43,000,000.

The debt of the Canadian Subsidiary represents over 47% of
the total gross consolidated debt of the Group.

The refinancing has returned the company to market conditions,
without the issuance of guarantees by Parmalat S.p.A., but with
real guarantees exclusively on the part of the subsidiary PDBI.  
The amortization schedule has a five-year term with a residual at
the end of such period of 75% of the principal and the possibility
of early repayment without penalties.

"Our current strong financial performance and business
outlook provide us with the opportunity to now move to more
competitive terms and conditions," said Nash Lakha, President and
CEO of Parmalat Dairy & Bakery Inc.  "This refinancing provides
the company with a continued stable capital structure and the
financial resources necessary to drive our business forward for
the benefit of our customers, suppliers, employees and
shareholders."

                          About Parmalat

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)


PERSISTENCE CAPITAL: Court OKs Premium Payment Pact with EZ/HS
--------------------------------------------------------------
The Honorable Kathleen Thompson of the U.S. Bankruptcy Court for
the Central District of California in San Fernando authorized
David L. Hahn, the Chapter 11 Trustee appointed in Persistence
Capital LLC's case, to enter into a stipulation with EZ/HS, LLC.  
The stipulation also involves Persistence Family I, LLC,
Persistence Friends I, LLC, Bruinbilt LLC and Personal Involvement
Center, LLC.

Each of the parties in the stipulation claim interests in certain
life insurance policies, referred to as Pool 1 and Pool 2, issued
by Transamerica Insurance Investment Group.  The parties are
currently in dispute over the extent of their respective interests
in the policies.

To keep the policies from lapsing prior to the settlement of their
dispute, EZ/HS agreed to pay monthly premiums payments due on the
policies pursuant to the stipulation.  Pool 1 policies are payable
monthly in the approximate amount of $193,851, while Pool 2
policies are payable monthly in the approximate amount of
$193,345.

Repayment of any Pool premium paid by EZ/HS is secured by a first
priority lien on all of the parties' interest, including the
Debtor's, on any future death benefits arising from Pool 1
policies.  Repayment of any Pool 2 premium is secured by a first
priority lien on all of the parties' interest in any post-
stipulation benefits arising from Pool 2 policies that accrue
after the date of the stipulation.

Obligations arising from EZ/HS' payment of monthly premiums will
accrue interest at a rate of 10% per annum.

Headquartered in Westlake Village, California, Persistence Capital
LLC -- http://persistencecapitalllc.com/--  filed a voluntary   
chapter 11 petition on Sept. 13, 2005 (Bankr. C.D. Calif. Case No.
05-16450).  Lawrence R. Young, Esq., in Downey, California,
represents the Debtor in its restructuring proceedings.  When the
Debtor filed for protection from its creditors, it listed
$85,000,000 in total assets and $28,602,241 in total debts.


PEXAGON TECH: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pexagon Technology Inc.
        20 Carter Drive
        Guilford, Connecticut 06437
        Tel: (203) 458-3364

Bankruptcy Case No.: 06-31168

Type of Business: The Debtor sells outdoor equipment and supplies.

Chapter 11 Petition Date: July 21, 2006

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtor's Counsel: James Berman, Esq.
                  Zeisler and Zeisler, P.C.
                  558 Clinton Avenue, P.O. Box 3186
                  Bridgeport, Connecticut 06605
                  Tel: (203) 368-4234
                  Fax: (203) 367-9678

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Hitachi Global Storage Tech.          $1,133,705
   5600 Cottie Road
   San Jose, CA 95193

   Parago                                   $58,490
   P.O. Box 678341
   Dallas, TX 75267

   Agilare                                  $28,347
   1023 Chestnut Street
   Redwood City, CA 94063

   Continental Promotion Group               $9,424
   1120 West Warner Road
   Tempe, AZ 85284

   Moore Walice-Andrews                      $6,631
   151 Red Stone Road
   Manchester, CT 06040

   Amtrex Global Logistics                   $6,106

   Circuit Assembly                          $4,291

   ProMark                                   $3,409

   Kroll-Ontrak                              $2,070

   Sprint                                       $81

   Poland Springs                               $73

   Federal Express                              $44


PLATFORM LEARNING: Gets Interim Court Nod to Use Cash Collateral
----------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Platform Services, Inc.,
to use, on an interim basis, the cash collateral securing the
repayment of the Debtor's indebtedness to Silicon Valley Bank, and
its three subordinated creditors.

The Debtor's subordinated creditors are:

   1) Capital Resource Partners V, L.P.;

   2) Stichting Pensioenfonds ABP; and

   3) Stichting Pensioenfonds Voor de Gezondheid, Geestelijke En
      Maatschappelijke Belangen.

                 Credit and Financing Agreements

After the Debtor's initial success in providing its supplemental
education and tutoring services nationwide, the Debtor saw a sharp
decline in its revenues, and as such, decided to downsize its
operations and take restructuring steps to continue its services
for the 2005-2006 school year.

To finance the Debtor's business and operations shortly after its
start-up in 2003 up to the petition date, the Debtor relied
principally on a working capital line of credit with Silicon
Valley Bank and mezzanine financing from the subordinated
creditors.

Pursuant to a Loan Security Agreement on September 8, 2005,
Silicon Valley provided the Debtor a working capital line of
credit and an equipment line of credit for approximately
$15,000,000.  As of the petition date, the aggregate of the
principal amount outstanding to Silicon Valley is $5,141,000.

In addition, the Company entered into a Senior Subordinated
Secured Note and Warrant Purchase Agreement with the subordinated
creditors, providing mezzanine financing to the Debtor in excess
of $10,000,000.  As of its bankruptcy filing, the Debtor says that
it owes its subordinated creditors an aggregate amount of
$14,410,147.

In accordance with the prepetition credit agreements and
subordinated credit agreements, the Debtor's obligations to
Silicon Valley and the subordinated creditors are secured by
substantially all of the Debtor's assets.

Judge Drain says that allowing the Debtor to use the subordinated
creditors' cash collateral will minimize disruption of the
Debtor's business operations and permit the Debtor to meet payroll
and other operating expenses.

Judge Drain says that the cash collateral may be used only to:

   (a) meet and satisfy the Debtor's ongoing operational and
       administrative expenses specifically set forth in the cash
       collateral budget; and

   (b) make adequate protection payments.

A full-text copy of the Debtor's cash collateral budget is
available for free at http://researcharchives.com/t/s?deb

                       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: Gets Interim Approval of Employee Retention Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, allows Plymouth Rubber Company, Inc., and its
debtor-affiliate, Brite-Line Technologies, Inc., to make payments
pursuant to their employee retention plan pending confirmation of
the Plan, on an interim basis.

                         Transition Plan

The Debtors' proposed payment is in line with Plymouth's
transition plan, which involves the eventual termination of its
manufacturing operations in Canton, Massachusetts and the purchase
of products now manufactured in Canton from its partly owned joint
venture in China.

Victor Bass, Esq., at Burns & Levinson, LLP, in Boston,
Massachusetts, points out that the Debtors' Employee Retention
Plan is not a typical Key Employee Retention Plan, rather, it
provides benefits only to the manufacturing employees whose jobs
are to be eliminated in the transition.

According to Mr. Bass, the Employee Retention Plan was designed to
allow the Debtors to maintain operations and services to customers
during the transition and to create an incentive for its affected
employees.

While the Employee Retention Plan was highly successful
prepetition in that the Debtor was able to retain the vast
majority of its employees, Mr. Bass relates that employees have
become increasingly concerned postpetition about whether the Plan
will be implemented given the uncertainty of the Debtor's cases.

Without a reasonable expectation of receiving the benefits
previously proposed under the Employee Retention Plan, Mr. Bass
argues that Plymouth's employees would have a strong incentive to
seek and take alternative employment, and the Debtors'
reorganization could be severely compromised by the premature
departure of even a relatively small additional number of its
employees.

                        Projected Payments

The Payments are anticipated to be made in two phases.  The
Debtors project $2,841,676 in total payments for wages and
benefits to 173 hourly employees and 47 salaried employees divided
approximately 50% in phase one and 50% in phase two.

The maximum payment to any hourly employee is projected to be
$51,948 and retention payments to these employees will have a
median of $7,882 for a period of 11 weeks, and a mean of $10,528
over a period of 13.3 weeks.

Retention payments to salaried employees are projected to have a
median of $15,851 for 14.7 weeks, and a mean of $21,711 for 20.6
weeks.  The maximum payment to any salaried employee is projected
to be $100,316 for one year to the director, maintenance and
engineering employees.

                       Unaffected Employees

Brite-Line's operations and employees as well as Plymouth's
remaining 57 non-manufacturing employees will be unaffected by the
transition.

                      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.


PSI TECHNOLOGIES: Receives Delisting Notice from NASDAQ
-------------------------------------------------------
PSi Technologies Holdings, Inc., has received a Nasdaq Staff
Determination letter indicating that the Company failed to submit
Form 20-F for the period ended June 30, 2006, as required by
Marketplace Rule 4320(e)(12), and that its securities are,
therefore, subject to delisting from The Nasdaq Small Cap Market.

On June 30, 2006, the Company filed a Form 12b-25 with the U.S.
Securities and Exchange Commission that indicated the Company
expects to file its Form 20-F no later than 45 days after June 30,
2006.  The Company will request a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination that will
stay the delisting action pending the issuance of a final decision
by the Panel.  

The Company also received a Nasdaq Staff Deficiency letter on July
17, 2006, indicating that the Company fails to comply with the
minimum bid price requirement for continued listing set forth in
Marketplace Rule 4320(e)(2)(E)(i).  The Company will be provided
180 calendar days, or until January 16, 2007, to regain compliance
with the minimum bid price requirement of $1.00 per American
Depositary Share of the Company for a minimum of 10 consecutive
business days.  If the minimum bid price requirement has not been
met by January 16, 2007, Nasdaq Staff will provide the Company
with an additional 180-calendar day compliance period only if the
Company meets certain other listing criteria.

                          About PSi Tech

PSi Technologies (NASDAQ: PSIT) -- http://www.psitechnologies.com
-- is an independent semiconductor assembly and test service
provider to the power semiconductor market. The Company provides
comprehensive package design, assembly and test services for power
semiconductors used in telecommunications and networking systems,
computers and computer peripherals, consumer electronics,
electronic office equipment, automotive systems and industrial
products.


QUANG TRAN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Quang Q. Tran
        Thu T. Pham
        dba Captain Quang
        12810 Blankton Lane
        Sugarland, Texas 77478

Bankruptcy Case No.: 06-33311

Chapter 11 Petition Date: July 21, 2006

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtors' Counsel: Julie Mitchell Koenig, Esq.
                  Tow and Koenig PLLC
                  10077 Grogans Mill Road, Suite 145
                  The Woodlands, Texas 77380
                  Tel: (281) 681-9100
                  Fax: (281) 681-1441

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


RACCOON BOAT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Raccoon Boat Rental, Inc.
        dba Raccoon Reef
        dba Tiki Hut
        8730 East U.S. Highway 36
        Rockville, Indiana 47872
        Tel: (724) 899-4130

Bankruptcy Case No.: 06-80536

Type of Business: The Debtor leases boats and yachts.

Chapter 11 Petition Date: July 21, 2006

Court: Southern District of Indiana (Terre Haute)

Judge: Frank J. Otte

Debtor's Counsel: Michael Allen, Esq.
                  Allen & Troemel
                  9000 Keystone Crossing, Suite 1000
                  Indianapolis, Indiana 46240
                  Tel: (317) 580-2576

Total Assets: $1,150,555

Total Debts:  $1,648,920

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Business Loan Center               Business Debt         $900,000
645 Madison Avenue
New York, NY 10022
Eric J. Anderson, Esq.
8396 Mississippi Street
Merrillville, IN 46410
Tel: (219) 769-2323

Old National Bank                  Judgment              $160,000
1 Main Street
Indianapolis, IN 46204

Indiana Department of Revenue      Tax Debt              $145,000
100 North Senate
Indianapolis, IN 46204

Internal Revenue Service           Tax Debt               $95,000
Cincinnati, OH 45999-0039
Darrell Grimes, Rev. Agent
Tel: (317) 889-2657

Zurich North America               Trade Debt             $25,000
3910 Keswick Road, 5th Floor
Baltimore, MD 21211

Katherine Worthington              Business Loan          $20,000

Westland Co-op Inc.                Trade Debt             $18,000

Eby Brown                          Trade Debt             $15,000

Elma Myers                         Business Loan          $10,000

Tim & Chris Alkire                 Business Loan          $10,000

Parke County Treasurer             Property Tax            $9,300

Dell Financial Services            Trade Debt              $8,000

George S. May Co.                  Trade Debt              $6,706

Marjorie Hays                      Business Loan           $6,500

Jacobs & Fine                      Trade Debt              $5,575

Jim Hanner, Esq.                   Trade Debt              $5,200

First Financial                    Trade Debt              $5,000

Branson Insurance                  Trade Debt              $4,500

Spelbro Inc.                       Trade Debt              $1,700

Taylor & Blackburn                 Trade Debt              $1,893


RAMP SERIES: S&P's Rating on Two Class Certificates Tumbles to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-I-3 and M-II-3 certificates issued by RAMP Series 2002-RS1
Trust to 'D' from 'CCC'.  In addition, the rating on class M-I-2
remains on CreditWatch with negative implications, where it was
placed on Feb. 27, 2006.  Lastly, the ratings on three other
classes from the same securitization are affirmed.

The lowered ratings reflect:
    
    -- The depletion of overcollateralization in both the fixed-
       rate and adjustable-rate groups, resulting in cumulative
       principal write-downs of $572,431 and $189,265 to classes
       M-I-3 and M-II-3, respectively;

    -- Realized losses that consistently outpace excess interest
       cash flow;
    
    -- Serious delinquencies (90-plus days, foreclosure, and REO)
       that have averaged 15.46% for the fixed-rate group and
       41.76%  for the adjustable-rate group over the past six
       months; and

    -- Loss projections that indicate additional principal write-
       downs to the certificates.

Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned to the other
classes, including the rating on CreditWatch negative, accurately
reflect the risks associated with this security.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the high level of
delinquencies.  To date, cumulative realized losses, as a
percentage of the original pool balance, total 2.86% ($9,255,922)
for the fixed-rate group and 6.71% ($4,593,561) for the
adjustable-rate group.

Credit support for the transaction is provided by subordination
and excess interest cash flow, and formerly by
overcollateralization.

The collateral for this transaction consists of fixed- and
adjustable-rate, first- or second-lien loans secured primarily by
one- to four-four family residential properties.
   
                           Ratings Lowered

                      RAMP Series 2002-RS1 Trust
          Mortgage asset-backed pass-through certificates
                           series 2002-RS1
   
                                 Rating
                                 ------
                     Class   To          From
                     -----   --          ----
                     M-I-3   D           CCC
                     M-II-3  D           CCC
   
                Rating Remaining on Creditwatch Negative

          Mortgage asset-backed pass-through certificates
                           series 2002-RS1
   
                       Class           Rating
                       -----           ------
                       M-I-2           BBB-/Watch Neg
   
                           Ratings Affirmed

                      RAMP Series 2002-RS1 Trust
          Mortgage asset-backed pass-through certificates
                           series 2002-RS1
   
                       Class           Rating
                       -----           ------
                       A-I-5*, M-II-1  AAA
                       M-I-1           AA
                       M-II-2          A-
   
        * Denotes bond-insured class rating that reflects the
          financial strength of the bond insurer.


ROBERT RYAN: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Robert F. Ryan, Jr.
        Julie K. Ryan
        208 South 3rd Street
        Delavan, Wisconsin 53115-1704

Bankruptcy Case No.: 06-23933

Chapter 11 Petition Date: July 21, 2006

Court: Eastern District of Wisconsin (Milwaukee)

Debtors' Counsel: Mark Bromley, Esq.
                  W5838 Greening Road
                  Whitewater, Wisconsin 53190-4026
                  Tel: (262) 495-8530
                  Fax: (262) 495-8532

Total Assets: $1,558,765

Total Debts:  $1,429,281

Debtors' 18 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
   Thorpe, Compton & Christian                $31,158
   P.O. Box 386
   Delavan, WI 53115-0386

   Household Bank                             $18,020
   P.O Box 19360
   Portland, OR 97280-0360

   Ace Construction                            $8,800
   121 Park PI
   Delavan, WI 53115-1113

   Internal Revenue Service                    $7,921
   Central Insolvency Operation
   P.O. Box 21126
   Philadelphia, PA 19114-0325

   Dr. M.L. Connolly, DDS                      $6,837
   6200 North Hiawatha Avenue
   Chicago, IL 60646-4309

   Aurora Health Care                          $5,898

   GMAC                                        $5,850

   Aftermath, Inc.                             $4,293

   Wisconsin Department of Revenue             $4,168

   American National Bank of Beaver Dam        $3,046

   MRC Receivables Corp.                       $2,956

   Delavan Ace Hardware                        $1,785

   Sallie Mae 3rd Pty. Lsc.                    $1,778

   Komfort Heat & Cool                         $1,575

   Encore Creations                            $1,471

   Keefe Real Estate                           $1,200

   WE Energies                                 $1,162

   Nei Turner Media                            $1,111


SILICON GRAPHICS: Court Gives Nod on Compensation Procedures
------------------------------------------------------------
At Silicon Graphics, Inc., and its debtor-affiliates' behest,
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York established uniform procedures for
the payment and reimbursement of various court-approved
professionals on a monthly basis, on terms comparable to
procedures established in other large Chapter 11 cases.

The Court directed the Debtors to include all payments to
professionals on their monthly operating reports, detailed so as
to state the amount paid to each professional.

As reported in the Troubled Company Reporter on May 31, 2006, the
Debtors proposed that:

    (a) Each Professional seeking payment will serve a monthly
        statement, on or before the 30th day of each month after
        the month payment is sought, on:

        * Silicon Graphics, Inc.,

        * Weil, Gotshal & Manges LLP,

        * the attorneys for the Official Committee of Unsecured
          Creditors; and

        * the Office of the United States Trustee.

    (b) The monthly statement does not need to be filed with the
        Court and a copy does not have to be delivered to the
        presiding bankruptcy judge's chambers.

    (c) For Professionals who bill based on time, each monthly fee
        statement must contain a list of the individuals who
        provided services during the statement period, their
        billing rates, the aggregate hours spent, a reasonably
        detailed breakdown of the disbursements incurred and
        contemporaneously maintained time entries.

    (d) The Notice Parties will have 15 days to review a
        statement.  If a Party objects to the payment or
        reimbursement, it must, by no later than 35 days after the
        end of the month for which compensation is sought, serve a
        written notice of objection containing the nature of the
        objection, upon:

        * the Professional whose statement is objected to; and
        * the Notice Parties.

    (e) At the expiration of the 35-day period, and in the absence
        of objection, the Debtors will promptly pay 80% of the
        undisputed fees and 100% of the undisputed expenses in
        each monthly statement.

    (f) If the Debtors receive an objection to a fee statement,
        they will withhold payment on that objected portion of the
        fee statement and promptly pay the remainder of the fees
        and disbursements.

    (g) If the parties to an objection are able to resolve their
        dispute, then the Debtors will promptly pay that portion
        of the fee statement, which is no longer subject to an
        objection.

    (h) All unresolved objections will be preserved and presented
        to the Court at the next interim or final fee application
        hearing.

    (i) An objection will not prejudice the objecting party's
        right to object to any fee application made to the Court
        in accordance with the Bankruptcy Code on any ground.

    (j) Every 120 days, but no more than every 150 days, each of
        the Professionals will serve and file an application for
        interim or final Court approval and allowance of the
        compensation and reimbursement of expenses requested.

    (k) At least 30 days prior to the fee application hearing,
        the Debtors' attorneys will notify the Court, the U.S.
        Trustee and all retained professionals, of the time, date
        and location of the fee hearing, the period covered by the
        fee applications, and the objection deadline.

    (l) Any Professional who fails to file an application seeking
        approval of compensation and expenses previously paid
        when due:

        * will be ineligible to receive further monthly payments
          of fees until further Court order; and

        * may be required to disgorge any fees paid since the
          retention or the last fee application, whichever is
          later.

    (m) The pendency of an application or a Court order that
        payment of compensation or reimbursement of expenses was
        improper as to a particular statement will not disqualify
        a Professional from the future payment of compensation or
        reimbursement of expenses.

    (n) Neither the payment of, nor the failure to pay, monthly
        compensation and reimbursement will have any effect on the
        Court's interim or final allowance of compensation and
        reimbursement of any Professional.

    (o) The attorneys for the Creditors Committee may collect and
        submit statements of expenses, with supporting evidence of
        payment, from members of the Committee the person
        represents.  However, the Committee attorneys must ensure
        that the reimbursement requests comply with the Court's
        Administrative Orders dated June 24, 1991, and April 21,
        1995.

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


SMARTIRE SYSTEMS: Amends Form 10-K for FY Ended July 31, 2005
-------------------------------------------------------------
SmarTire Systems Inc. amended its Form 10-KSB for the year ended
July 31, 2005, previously filed on Feb. 27, 2006, to correct
errors related to its accounting for the extinguishment of certain
convertible debentures.

After extensive discussions with the Staff of the Securities and
Exchange Commission, the Company amended the conversion price used
in the calculation of the accounting gain to reflect that of the
closing bid price of its common stock on the date of
extinguishment of its $2.5 million, 5% convertible debentures.

The effect of the change in methodology for accounting for the
(non-cash) gain on extinguishment of debt on the Company's
consolidated statement of operations for the year ended July 31,
2005, was a decrease in the gain on settlement of convertible debt
of $1,828,357 which resulted in a corresponding increase in net
loss of $1,828,357 and a reduction in the charge to retained
earnings for the settlement.

The correction increased the Company's additional paid in capital
and accumulated deficit of $6,324, respectively, as of July 31,
2005.

In its amended Statement of Operations, the Company reported a
$16,120,218 net loss on $1,463,460 of revenues.  The company's
balance sheet at July 31, 2005 showed $33,284,543 in total assets,
$5,781,918 in total liabilities, convertible debentures of
$17,118,667 and stockholders' equity of $10,383,957.

                       Going Concern

In an addendum to its audit report, KPMG pointed to the Company's
uncertainty in meeting its current operating and capital expense
requirements after auditing the Company 's financial statements
for the fiscal years ended July 31, 2005 and 2004.  

Headquartered in Richmond, British Columbia, Canada,
SmarTire Systems Inc. develops and markets technically advanced
tire pressure monitoring systems for the transportation and
automotive industries that monitor tire pressure and tire
temperature.  Its TPMSs are designed for improved vehicle safety,
performance, reliability and fuel efficiency.  The Company has
three wholly owned subsidiaries: SmarTire Technologies Inc.,
SmarTire USA Inc. and SmarTire Europe Limited.


SOLUTIA INC: Wants to Extend Deadline to Remove Actions to Nov. 3
-----------------------------------------------------------------
Solutia Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend their
deadline to remove civil actions to Nov. 3, 2006.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
asserts that the Debtors need more time to assess their numerous
civil actions pending in state or federal court.

Mr. Henes assures the Court that the rights of any party to the
civil actions will not be prejudiced by the extension since the
parties can seek to have the actions remanded.

The Debtors reserve their right to seek further extensions of the
time within which they may remove civil actions.

Objections to the Debtors' request are due today, July 25, 2006.

Based in St. Louis, Mo., Solutia, Inc. -- http://www.solutia.com/    
-- with its subsidiaries, make and sell a variety of high-
performance chemical-based materials used in a broad range of
consumer and industrial applications.  The Company filed for
chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case
No. 03-17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  Solutia is represented by Richard M. Cieri, Esq., at
Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SOLUTIA INC: Official Panel Wants Saul Ewing as Conflicts Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Solutia
Inc. and its debtor-affiliates' chapter 11 cases, asks authority
from the U.S. Bankruptcy Court for the Southern District of New
York to retain Saul Ewing LLP as its conflicts counsel, nunc pro
tunc to June 13, 2006.

Ira S. Dizengoff, Esq., a partner at Akin Gump Strauss Hauer &
Feld LLP, explains that his firm currently represents certain
creditors and other parties-in-interest in matters unrelated to
the Debtors' Chapter 11 cases.  The Creditors Committee believes
it needs to retain a special conflicts counsel to represent its
interests vis-a-vis the Akin Gump-represented parties or to
otherwise investigate or commence any appropriate causes of
actions against them.

Akin Gump disclosed that it was retained as counsel of the
creditors committee of Calpine Corp.  The Debtors are currently
involved in arbitration proceedings to resolve Calpine's claims
against their estates.  

The Creditors Committee has engaged Saul Ewing to advise and
represent it with respect to matters involving Calpine as well as
any other matters related to the Debtors' Chapter 11 cases in
which Akin Gump has a conflict.

To the extent that Akin Gump is conflicted from providing these
services, Saul Ewing will:

   a) advise the Creditors Committee with respect to its rights,
      duties and powers in the Debtors' Chapter 11 cases;

   b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of the Chapter     
      11 cases;

   c) assist the Committee in analyzing the claims of the
      Debtors' creditors and the Debtors' capital structure and
      in negotiating with holders of claims and equity
      interests;

   d) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition
      of the Debtors and of their business operations;

   e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning, among
      other things, the assumption or rejection of certain non-
      residential real property leases and executory contracts,
      asset dispositions, financing of other transactions and
      the terms of one or more plans of reorganization for the
      Debtors and accompanying disclosure statements and related
      plan documents;

   f) assist and advise the Committee as to its communications
      to creditors regarding significant matters in the Debtors'
      Chapter 11 cases;

   g) represent the Committee at all hearings and other
      proceedings;

   h) review and analyze applications, orders, statements of
      operations and schedules filed with the Court and advise
      the Committee as to their propriety;

   i) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of its
      interests and objectives;

   j) prepare, on the Committee's behalf, any pleadings,
      including without limitation, motions, memoranda,
      complaints, adversary complaints, objections or comments;
      and

   k) perform other legal services as may be required or are
      otherwise deemed to be in the interests of the Committee
      in accordance with its powers and duties as set forth in
      the Bankruptcy Code, Bankruptcy Rules or other applicable
      law.

The attorneys and paralegals primarily responsible for
representing the Creditors Committee are:

          Name                    Title         Hourly Rate
          -----                -----------      -----------
          Edward J. Haye      Special Counsel      $375
          Bruce V. Miller     Special Counsel       435
          J. Kate Stickles       Partner            375
          Jeremy W. Ryan        Associate           315
          Monica A. Molitor     Paralegal           155

Other professionals who will also represent the Creditors
Committee will be paid at these hourly rates:

                 Partners            $335 - 650
                 Special Counsel      250 - 440
                 Associates           175 - 320
                 Paraprofessionals     95 - 215

Edward J. Haye, a member of Saul Ewing, attests that the firm
does not represent or hold any interest adverse to the Creditors
Committee or the Debtors and their estates, creditors or equity
security holders.  He says that the firm is a "disinterested
person" as that term is defined in Sections 101(14) and 1107(b)
of the Bankruptcy Code.

                       About Solutia Inc.

Based in St. Louis, Mo., Solutia, Inc. -- http://www.solutia.com/    
-- with its subsidiaries, make and sell a variety of high-
performance chemical-based materials used in a broad range of
consumer and industrial applications.  The Company filed for
chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case
No. 03-17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  Solutia is represented by Richard M. Cieri, Esq., at
Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SOUNDVIEW HOME: S&P's Rating on Class M-2 Certs. Tumbles to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-2 certificates issued by Soundview Home Equity Loan Trust 2001-1
to 'D' from 'CCC'.  Concurrently, ratings are affirmed on three
other classes from the same transaction.

The rating on class M-2 is lowered as a result of the $47,965 and
$107,284 principal write-downs realized by the class during the
April 2006 and June 2006 remittance periods, respectively.  These
two write-downs caused losses that completely eroded the principal
balance of the subordinate B class.  Support for the M-2 class,
originally rated 'A', was provided by excess spread, limited
amounts of overcollateralization, and subordination of a defaulted
class.  Overcollateralization did build sporadically, but not
substantially during the months when excess interest exceeded
monthly net losses.  In reviewing the transaction's performance to
date, overcollateralization occasionally accumulated during some
months, but subsequent substantial losses quickly depleted the
most subordinate class' balance shortly thereafter.

As of the June 2006 distribution date, cumulative realized losses
were 6.69% of the original pool balance, while total delinquencies
were 35.58%.  Serious delinquencies (90-plus-days, foreclosure,
and REO) were 17.23%.  While the mortgage pool has paid down to
approximately 9.93%, monthly net losses have substantially
outpaced excess interest over the past 12 months.  During this
period, average monthly net losses totaled $125,976, while average
monthly excess interest amounted to $43,266.  Additionally, net
losses continue to erode available support.  Given the delinquency
status and performance trend, Standard & Poor's expects collateral
performance to continue causing losses that will outpace excess
interest.  The transaction will continue to be monitored closely.

Despite the collateral performance, the affirmations on the three
remaining classes reflect adequate actual and projected credit
support provided by subordination and, to a lesser extent, excess
interest and overcollateralization, if they were to rebuild.

The collateral consists primarily of 30-year, fixed- and
adjustable-rate subprime mortgage loans secured by one- to four-
family residential properties.
    
                          Rating Lowered
    
               Soundview Home Equity Loan Trust 2001-1

                                  Rating
                                  ------
                       Class   To      From
                       -----   --      ----
                       M-2     D       CCC
   
                          Ratings Affirmed
   
               Soundview Home Equity Loan Trust 2001-1

                         Class        Rating
                         -----        ------
                         A-IO, A      AAA
                         M-1          AA


STONE ENERGY: Completes $189 Mil. Preferential Rights Acquisition
-----------------------------------------------------------------
Stone Energy Corporation reported that the preferential rights
acquisition of additional working interests to depths of 20,000
feet in Mississippi Canyon Blocks 108 and 109 was completed on
July 14, 2006.  The acquisition cost, net of purchase price
adjustments, totaled approximately $189.3 million, which was
financed with proceeds from the recent $225 million senior
floating rate notes issuance.

Based on Stone's Dec. 31, 2005 reserve report, the acquisition
added estimated proved reserves of 57 billion cubic feet of gas
equivalent in the acquisition.  Production associated with the
acquired interests was approximately 25 million cubic feet of gas
equivalent per day before the platform was shut-in due to pipeline
damage from Hurricane Katrina.  Repairs to the pipeline facilities
are ongoing and production is expected to resume in the fourth
quarter of 2006.  Stone now has a 100% working interest in Block
109 and a 24.8% working interest in Block 108 and will be the
operator of both blocks.

In conjunction with the closing of the preferential rights
acquisition, Stone secured an increase in the borrowing base of
its Bank Credit Facility to $325 million of which $76.1 million is
currently available, with $192 million drawn and $58.9 million
committed to Letters of Credit.

                          About Stone

Headquartered in Lafayette, Louisiana, Stone Energy Corporation
(NYSE:SGY) -- http://www.stoneenergy.com/-- is an independent oil  
and gas company and is engaged in the acquisition and subsequent
exploration, development, operation and production of oil and gas
properties located in the conventional shelf of the Gulf of
Mexico, deep shelf of the GOM, deep water of the GOM, Rocky
Mountain Basins and the Wiliston Basin.

                          *     *     *

As reported in the Troubled Company Reporter on June 23, 2006,
Moody's Investors Service assigned a B3 rating to Stone Energy
Corporation's proposed $225 million senior unsecured floating rate
notes offering due 2010 and kept the company's B2 Corporate Family
Rating and Caa1 Senior Subordinated Notes ratings under review
direction uncertain.  Moody's does not rate Stone's $300 million
senior secured revolving credit facility.


STRUCTURED ADJUSTABLE: Moody's Slashes Rating on Class M-3 Certs.
-----------------------------------------------------------------
Moody's Investors Service has downgraded a certificate from a
transaction issued by Structured Adjustable Rate Mortgage Loan
Trust 2005-5.

The transaction currently has no overcollateralization and the M3
class has experienced a realized loss.

Complete rating action is:

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2005-5

Downgrade:

Class M-3, Downgraded to Caa2 from Baa3


TENET HEALTHCARE: Selling New Orleans Hospitals to Ochsner Health
-----------------------------------------------------------------
Subsidiaries of Tenet Healthcare Corporation (NYSE:THC) signed a
definitive agreement to sell three acute care hospitals to the
Ochsner Health System of New Orleans.  The hospitals are:

   -- Kenner Regional Medical Center, Kenner, Louisiana: 203 beds

   -- Meadowcrest Hospital, Gretna, Louisiana: 207 beds

   -- Memorial Medical Center, New Orleans, Louisiana: 317 beds

Tenet will not disclose the estimated sale proceeds until the
transaction is complete because certain aspects of the
contemplated transaction structure are confidential.  Tenet
expects to use the proceeds for general corporate purposes.

Tenet believes that selling the three hospitals to a local New
Orleans operator with a long history of providing care to the area
would be in the best interests of the community and would help
speed the return of services.  Several area hospitals have been
closed since Hurricane Katrina, including Memorial Medical Center.  
Political and community leaders in Louisiana have asked health
care providers to work together to develop solutions to meet the
future needs of the area.  As part of the agreement with Ochsner,
the renovation of the New Orleans Surgical Heart Institute
facility on the Memorial campus is continuing and is expected to
open as a surgical hospital this fall.

Under the agreement, Ochsner has committed to offer employment to
substantially all current employees who are in good standing at
the three hospitals.  The sale is expected to be completed by  
Aug. 31, 2006, and is subject to customary regulatory approvals.

Tenet disclosed on June 29 that these three hospitals were among
11 hospitals identified for sale as part of a strategy to enhance
the company's future profitability, expand capital investments in
its remaining 57 hospitals and help fund the company's broad
settlement with the federal government. This is the first sale
agreement announcement that is part of that initiative.

                      About Ochsner Health

Ochsner Health System -- http://www.ochsner.org/-- is a non-
profit, academic, multi-specialty, healthcare delivery system
dedicated to patient care, research and education.  The system
includes three acute care hospitals, a sub-acute facility, and 25
clinics located throughout Southeast Louisiana.  Ochsner employs
over 7,000 employees, 600 physicians in 80 medical specialties and
subspecialties and conducts over 750 ongoing clinical research
trials annually.

                     About Tenet Healthcare

Based in Dallas, Texas Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- through its subsidiaries, owns and      
operates acute care hospitals and related health care services.  
Tenet's hospitals aim to provide the best possible care to every
patient who comes through their doors, with a clear focus on
quality and service.

                          *     *     *

As reported in the Troubled Company Reporter on July 4, 2006,
In light of the announcement of the settlement of investigations
being conducted by the Department of Justice and a number of State
Attorneys into Medicare outlier payments, Fitch Ratings affirmed
'B-' issuer default rating and 'B-/RR4' senior unsecured debt
recovery rating for Tenet Healthcare Corp., with a Negative Rating
Outlook.


THAXTON GROUP: Court Extends Lease Decision Period to November 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Nov. 30, 2006, the period within which The Thaxton Group and
its debtor-affiliates can assume, assume and assign, or reject
unexpired nonresidential real property leases.

The Debtors disclose that they have reviewed and analyzed real
property leases in connection with their going-forward business
plan.  As of June 2006, the Debtors are party to approximately 193
unexpired leases.

The Debtors remind the Court that they have focused their time
negotiating and drafting their proposed plan and discussed the
course of action with the parties-in-interest.

The Debtors need additional time to evaluate the leases in the
context of their plan.

The Debtors also argue that if the extension isn't granted, then
they would be compelled to either:

    a. assume large, long-term liabilities which would create
       substantial administrative expense claims, or

    b. forfeit leases which would otherwise have given additional
       value to the estates.

A list of the Debtors' unexpired nonresidential property leases is
available for free at http://ResearchArchives.com/t/s?66c

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.
The Company filed for Chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Daniel B. Butz, Esq.,
Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, represent the Debtors in their
restructuring efforts.  Alan Kolod, Esq., at Moses & Singer LLP,
represents the Offical Committee of Unsecured Creditors.  As of
Dec. 31, 2005, the Debtors reported assets totaling $98,889,297
and debts totaling $175,693,613.


THAXTON GROUP: Has Until November 30 to Remove Prepetition Actions
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
until Nov. 30, 2006, the period within which The Thaxton Group,
Inc., and its debtor-affiliates can file notices of removal with
respect to prepetition actions pursuant to Bankruptcy Rule 9027.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell,
explains that the Debtors' key management personnel have spent
most of their time focusing on their operational restructuring and
business plan of the Southern Management business.  As a result,
the Debtors have concentrated their efforts in negotiating and
preparing a chapter 11 plan including a reorganized Southern
Management business.

Mr. Dehney adds that Debtors have devoted substantial resources to
marketing and selling their underperforming or non-core business
units.  To date, the Debtors have managed to consummate the sale
of substantially all of their TICO consumer loan portfolios.
Mr. Dehney relates that the Debtors have also sold their insurance
agency business and commercial lending division.

The Debtors believe that extension of the removal period will
enable them to make informed decisions about whether or not to
remove prepetition actions pending in state courts to the District
of Delaware for continued litigation.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.
The Company filed for Chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Daniel B. Butz, Esq.,
Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, represent the Debtors in their
restructuring efforts.  Alan Kolod, Esq., at Moses & Singer LLP,
represents the Offical Committee of Unsecured Creditors.  As of
Dec. 31, 2005, the Debtors reported assets totaling $98,889,297
and debts totaling $175,693,613.


TRC COS: Inks New $50 Million Credit Facility with Wells Fargo
--------------------------------------------------------------
TRC Companies, Inc., entered into a secured credit agreement with
Wells Fargo Foothill, part of Wells Fargo & Company, for a $50
million revolving credit facility.  The new credit facility, which
extends through July 2011, replaces the Company's existing credit
facility administered by Wachovia Bank, National Association.

TRC used $38 million of the amounts available under the new
facility to repay all amounts outstanding under the Company's
revolving credit facility with Wachovia.

TRC also entered into a loan agreement with Federal Partners, a
significant stockholder of the Company, under which Federal
Partners has loaned the Company $5 million.  The loan is for three
years and is subordinated to the rights of Wells Fargo Foothill
under the credit facility.

"These transactions enhance our financial flexibility as we
continue to execute our strategic plan," Chris Vincze, Chief
Executive Officer, said.  "We appreciate the confidence shown by
Wells Fargo Foothill and Federal Partners in TRC's new management
team and our vision for the Company's future."

"We are pleased to provide TRC with this new, flexible senior
credit facility and to support the company's strategic
initiatives," Wells Fargo Foothill Vice President Peter Ulmer
said.

                   About Wells Fargo Foothill

Wells Fargo Foothill (NYSE:WFC) -- http://www.wffoothill.com/--  
provides senior secured financing to middle-market companies
across the United States and Canada, offering flexible, innovative
credit facilities from $10 million to $750 million and more.  It
is part of Wells Fargo & Company -- http://www.wellsfargo.com/--  
a diversified financial services company with $500 billion in
assets, providing banking, insurance, investments, mortgage and
consumer finance to more than 23 million customers from more than
6,200 stores and the Internet.

                        About TRC Companies

Headquartered in Windsor, Connecticut, TRC Companies Inc.
(NYSE:TRR) -- http://www.TRCsolutions.com/-- is a customer-
focused company that creates and implements sophisticated and
innovative solutions to the challenges facing America's
environmental, infrastructure, power, and transportation
markets.  The Company also provides technical, financial, risk
management, and construction services to commercial and government
customers across the country.

                     Credit Facility Default

As reported in the Troubled Company Reporter on July 4, 2006, TRC
Companies, Inc., defaulted on its credit facility and is currently
operating under a forbearance agreement.

The Company's credit facilities have contained covenants and in
the future are expected to contain covenants, which, among other
things, require it to maintain minimum coverage ratio
requirements, maximum leverage ratio requirements, and minimum
current assets to total liabilities ratio requirements.

At June 30, 2005, the Company failed to comply with these
covenants and was required to enter into forbearance agreements
with its lenders, and is currently operating under a forbearance
agreement.

Any future failure to comply with the covenants under its credit
facilities could result in further events of default, which, if
not cured or waived, could trigger prepayment obligations.


UNICO INC: HJ Associates Raises Going Concern Doubt
---------------------------------------------------
HJ Associates & Consultants, LLP, expressed substantial doubt
about Unico, Incorporated's ability to continue as a going concern
after auditing the Company's financial statements for the years
ended Feb. 28, 2006 and 2005.  The auditing firm pointed to the
Company's recurring losses from operations and stockholders'
deficit.

Unico incurred a $1,773,264 net loss for the year ended
Feb. 28, 2006, attributable to ongoing operations.  For the year
ended Feb. 28, 2005, the Company incurred a loss of $7,345,820.

In fiscal year 2006, Unico generated $26,202 of revenues from the
sale of concentrates.  The Company did not report any revenues in
the prior year.

The Company's stockholders' deficit increased $1,235,201 in the
year ended Feb. 28, 2006, from a deficit of $4,045,223 as of Feb.
28, 2005, to a deficit of $5,280,424 as of Feb. 28, 2006.  The
Company has accumulated $24,459,162 of net operating losses
through Feb. 28, which may used to reduce taxes in future years
through 2026.  The use of these losses to reduce future income
taxes will depend on the generation of sufficient taxable income
prior to the expiration of the net operating loss carry-forwards.  

A full-text copy of the Company's annual report is available for
free at http://researcharchives.com/t/s?e36

"We are pleased to have the annual report filed and continue to be
enthusiastic about the future of Unico as it moves to build
revenues from its subsidiary operations," said Mark A. Lopez,
chief executive officer.  "This annual report clearly presented
challenges for our accounting staff and independent auditors due
to the withdrawal of Unico's election to be regulated as a
business development company or BDC.  As an operating company,
Unico needed to present consolidated financial information for its
subsidiary companies on a retrospective basis, including those
periods of the fiscal year when the company operated as an
investment fund.

"The annual report reflects several positive developments for the
company including the settlement of any and all pending legal
issues and a significant reduction in the company's payables.
Unico now looks forward to the progress of operations in its
subsidiaries for this fiscal year, and we expect to update
shareholders on recent events at the Deer Trail Mine and
processing facility in the very near future," added Mr. Lopez.

                       Convertible Debentures

From September 2004 through March 2005, Unico issued convertible
debentures aggregating approximately $625,000 to Reef Holding,
Ltd. and approximately $467,500 to Kentan Limited Corp. that were
unpaid, and in default, as of February 9, 2006.  

The holders of the convertible debentures had assigned portions of
the Debentures to Blue Marble Investments, Outboard Investments,
Umbrella Holdings and Yanzu, Inc.  

Because Unico, Incorporated failed to pay the Debentures when due,
a total of ten lawsuits were filed by these Debenture holders
against Unico in the Twelfth Circuit (State) Court in Florida
(Case Nos. 2006-CA-003385-NC, 2006-CA-001230-NC, 2006-CA-001825-
NC, 2006-CA-003067-NC, 2006-CA-001229-NC, 2006-CA-002111-NC, 2006-
CA-002597-NC, 2006-CA-003068-NC, 2006-CA-004264-NC and 2006-CA-
003851-NC).   

The Debentures provided that the principal amount and accrued
interest were convertible, at the option of the holders of the
Debentures, into Unico's common stock at a price per share equal
to 50% of the closing bid price of Unico's common stock as quoted
on the OTC Bulletin Board on the immediately preceding trading day
prior to the notice of conversion.  

Unico agreed to settle each action by issuing shares of its common
stock to the plaintiffs using a valuation of approximately 14% to
20% of the then existing bid price of Unico common stock.  From
February 9, 2006 until May 12, 2006, in connection with the
exercise of conversion rights by the holders of the Debentures and
pursuant to the litigation settlements, Unico issued an aggregate
of 4,400,668,559 shares of its common stock.

                         About Unico

Unico, Incorporated (OTCBB: UNCN) -- http://www.uncn.com/-- is a  
publicly traded natural resource company in the precious metals
mining sector focused on the exploration, development and
production of gold, silver, lead, zinc, and copper concentrates at
its three mine properties: the Deer Trail Mine, the Bromide Basin
Mine and the Silver Bell Mine.


UNITED SURGICAL: Moody's Ups Rating on $150 Mil. Sr. Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba2 to the proposed
$200 million term loan B for USP Domestic Holdings, Inc., which is
a wholly-owned subsidiary of United Surgical Partners
International, Inc., the ultimate parent company.  Concurrently,
Moody's upgraded the corporate family rating of United Surgical
Partners Holdings, Inc. to Ba2 from B1 and moved it to Holdings.
Moody's also upgraded the rating on the $150 million senior
subordinated notes due 2011 at USPH to Ba3 from B3.  The rating
outlook for Holdings has been changed to stable, concluding a
review of the company's ratings for possible upgrade initiated on
Feb. 6, 2006.  The proceeds of the term loan B will be used to
finance the announced tender for the $150 million senior
subordinated notes, reduce current revolver outstandings and pay
fees and expenses related to the financing.

Moody's took these rating actions:

Assigned these proposed ratings:

USP Domestic Holdings, Inc.

    - $200 million senior secured term loan B, due 2013, Ba2
    - Corporate Family Rating, Ba2
    - Outlook stable

Upgraded these ratings:

United Surgical Partners Holdings, Inc.

    - $150 million guaranteed senior subordinated notes due 2011,
      Ba3

The sub note rating will be withdrawn upon the successful
conclusion of the tender offer.

The assignment of a Ba2 rating to the proposed, $200 million
senior secured term loan and the upgrade in the Corporate Family
Rating to Ba2 from B1 reflects the improved financial profile of
the company both on a standalone basis and on a consolidated basis
including the recent Surgis acquisition.  More specifically, the
ratings primarily reflect these factors:

    1) strong cash flow generation capabilities and
       correspondingly moderate leverage;

    2) strong interest coverage; and

    3) a sound business model.

The company has established a sound operating track record that
has proven the effectiveness of its business model.  The model is
dominated by three-way partnerships in which ownership in a center
or group of centers is shared with a leading not-for-profit
hospital group as well as physician-owners.  NFP involvement
shares risk, raises more capital and provides access to new
physician partners and preferred site locations, thereby enhancing
growth capabilities.  United Surgical's model also utilizes a
multi-specialty approach with facilities that are larger than most
of its competitors.  Its focus in orthopedics and pain management
result in favorable reimbursement levels and low government payor
risk.

The stable ratings outlook reflects Moody's expectation that
United Surgical will continue to increase top-line growth and
improve EBITDA margins by expanding the number of surgical centers
opened per year.  Moody's believes that the company will maintain
a disciplined approach to balance sheet strength as it assimilates
the Surgis acquisition.  Base growth is expected to continue at a
rate of 5% or more per year, exclusive of acquisitions.

The ratings could come under upward rating pressure if free cash
flow to adjusted debt improves to a sustainable level above 25%.
Downgrade pressure could also occur if the company encounters
difficulties in assimilating the Surgis acquisition, resulting in
a deterioration of free cash flow to debt to a level within the
range of 10% to 15%.  The ratings could also be downgraded if the
company deviates from a disciplined financial policy regarding
balance sheet, cash flow and debt repayment objectives.

United Surgical Partners International, which is headquartered in
Dallas, Texas, currently maintains ownership interests or operates
128 surgical facilities.  Of the company's 125 domestic surgery
centers, 68 are jointly owned with not-for-profit healthcare
systems.  United Surgical also operates three facilities in the
United Kingdom.


USP DOMESTIC: Moody's Rates Proposed $200 Mil. Senior Loan at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba2 to the proposed
$200 million term loan B for USP Domestic Holdings, Inc., which is
a wholly-owned subsidiary of United Surgical Partners
International, Inc., the ultimate parent company.  Concurrently,
Moody's upgraded the corporate family rating of United Surgical
Partners Holdings, Inc. to Ba2 from B1 and moved it to Holdings.
Moody's also upgraded the rating on the $150 million senior
subordinated notes due 2011 at USPH to Ba3 from B3.  The rating
outlook for Holdings has been changed to stable, concluding a
review of the company's ratings for possible upgrade initiated on
February 6, 2006.  The proceeds of the term loan B will be used to
finance the announced tender for the $150 million senior
subordinated notes, reduce current revolver outstandings and pay
fees and expenses related to the financing.

Moody's took these rating actions:

Assigned these proposed ratings:

USP Domestic Holdings, Inc.

    - $200 million senior secured term loan B, due 2013, Ba2
    - Corporate Family Rating, Ba2
    - Outlook stable

Upgraded these ratings:

United Surgical Partners Holdings, Inc.

    - $150 million guaranteed senior subordinated notes due 2011,
      Ba3

The sub note rating will be withdrawn upon the successful
conclusion of the tender offer.

The assignment of a Ba2 rating to the proposed, $200 million
senior secured term loan and the upgrade in the Corporate Family
Rating to Ba2 from B1 reflects the improved financial profile of
the company both on a standalone basis and on a consolidated basis
including the recent Surgis acquisition.  More specifically, the
ratings primarily reflect these factors:

    1) strong cash flow generation capabilities and
       correspondingly moderate leverage;

    2) strong interest coverage; and

    3) a sound business model.

The company has established a sound operating track record that
has proven the effectiveness of its business model.  The model is
dominated by three-way partnerships in which ownership in a center
or group of centers is shared with a leading not-for-profit
hospital group as well as physician-owners.  NFP involvement
shares risk, raises more capital and provides access to new
physician partners and preferred site locations, thereby enhancing
growth capabilities.  United Surgical's model also utilizes a
multi-specialty approach with facilities that are larger than most
of its competitors.  Its focus in orthopedics and pain management
result in favorable reimbursement levels and low government payor
risk.

The stable ratings outlook reflects Moody's expectation that
United Surgical will continue to increase top-line growth and
improve EBITDA margins by expanding the number of surgical centers
opened per year.  Moody's believes that the company will maintain
a disciplined approach to balance sheet strength as it assimilates
the Surgis acquisition.  Base growth is expected to continue at a
rate of 5% or more per year, exclusive of acquisitions.

The ratings could come under upward rating pressure if free cash
flow to adjusted debt improves to a sustainable level above 25%.
Downgrade pressure could also occur if the company encounters
difficulties in assimilating the Surgis acquisition, resulting in
a deterioration of free cash flow to debt to a level within the
range of 10% to 15%.  The ratings could also be downgraded if the
company deviates from a disciplined financial policy regarding
balance sheet, cash flow and debt repayment objectives.

United Surgical Partners International, which is headquartered in
Dallas, Texas, currently maintains ownership interests or operates
128 surgical facilities.  Of the company's 125 domestic surgery
centers, 68 are jointly owned with not-for-profit healthcare
systems.  United Surgical also operates three facilities in the
United Kingdom.


VARIG S.A.: Preliminary Injunction Continued to September 14
------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York continues the Preliminary Injunction
in effect in VARIG S.A. and its debtor affiliates' case through
and including Sept. 14, 2006, subject to these conditions:

   a. The Foreign Debtors' implementation of the Contingency Plan
      for the return of leased any aircraft, engines or other
      equipment;

   b. Qualified and authorized lessor representatives being
      provided access to the Aircraft to monitor the:
      
         -- maintenance of the Aircraft; and

         -- process of returning the Aircraft pursuant to the
            Contingency Plan, if applicable;

   c. The Foreign Debtors' obligation not to remove or permit the
      removal of parts from the Aircraft other than for
      maintenance reasons or for purposes of returning parts to
      their proper airframe in accordance with the Contingency
      Plan; and

   d. The Foreign Debtors' compliance with judicial relief
      granted by other United States courts with respect to the
      return of Aircraft.

The Bankruptcy Court directs the Foreign Debtors to continue to
use their best efforts to promptly implement the Contingency
Plan, including by removing from commercial service and grounding
the Aircraft within 10 days of the earlier of:

   * July 21, 2006; or

   * receipt of a formal written demand for the return by:

        Pillsbury Winthrop Shaw Pittman LLP,
        1540 Broadway, New York, New York 10036
        Attn: Rick B. Antonoff, Esq.,

unless the lessor or secured party has (i) otherwise obtained
judicial relief with respect to the return of the Aircraft, in
which case, the other judicial relief will supersede the
Preliminary Injunction Order; (ii) agreed to other treatment of
the Aircraft; or (iii) not formally demanded the return of the
Aircraft by serving a written demand.

The Court will hold a hearing on Sept. 13 at 10:00 a.m., to
consider:

   -- a further extension the Preliminary Injunction; or

   -- the entry of a Permanent Injunction.

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


VARIG S.A.: Will Appoint New Chief Executive Officer this Week
--------------------------------------------------------------
VARIG S.A. is set to announce a new chief executive officer to
replace Marcelo Bottini this week, Bloomberg News reports, citing
O Estado de Sao Paulo.

Bloomberg says Maria Silvia Bastos Marques has been offered the
CEO position at the airline.  Ms. Marques, Estado noted, is a
partner at investment firm MS & CR2 Financas Corporativas in Rio
de Janeiro, Brazil.  She is the former chief executive officer of
Cia. Siderurgica Nacional, Brazil's third-largest steelmaker,
Estado said.

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


VICTORY HEALTH: Moody's Withdraws Ba2 Rating in $40.6 Mil. Bonds
----------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba2 rating assigned to
approximately $40.6 million of outstanding Series 1997A Bonds
issued by Victory Health Services (IL) (VHS) through the Illinois
Health Facilities Authority.  On or about July 1, 2006, VHS sold
its two acute care hospitals to Community Health Systems.  
Proceeds from the sale have been escrowed in an amount that the
Bond Trustee has determined is sufficient to pay the principal and
interest due on Aug. 15, 2007 and to redeem the remaining
outstanding bonds on Aug. 15, 2007 at a redemption price of 101%
of the principal amount.  VHS has no other publicly rated debt
outstanding.


WINDOW ROCK: Confirmation Hearing Scheduled for August 9
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
set August 9, 2006, to consider confirmation of Window Rock
Enterprises Inc.'s Third Amended Plan of Reorganization.

The Court gave the Debtor authority to solicit acceptances for the
Plan after approving the Debtor's Second Amended Disclosure
Statement on June 30, 2006.  

Creditors have until July 28, 2006, to file written objections to
and cast votes on the Debtor's Plan.  

Written objections must be received on or before 4:00 p.m. of
July 28 by:

   (a) Debtor's counsel

       Robert E. Opera, Esq.
       Winthrop Couchot Professional Corporation
       660 Newport Center Drive, Fourth Floor
       Newport Beach, CA 92660

   (b) Counsel to the Official Committee of Unsecured Creditors

       Scoot F. Gautier, Esq.
       Peitzman, Weg & Kempinsky LLP
       10100 Santa Monica Boulevard, Suite 1450
       Los Angeles, CA 90067

   (c) United States Trustee

       Michael Hauser, Esq.
       411 West Fourth St., Suite 941
       Santa Ana, CA 92701

The Debtor will file by Aug. 3, 2006:

   (a) a confirmation brief;
   (b) ballot tally; and
   (c) reply to any objections.

                        Terms of the Plan

The Plan classifies claims into seven classes.

Allowed priority unsecured claims will be paid in full.

The legal, equitable and contractual rights of interest holders,
will not be altered or modified under the Plan.

Ventana Group LLC's $500,000 allowed secured claim will be paid in
full through six monthly installments commencing on the first day
of the full month after the effective date of the plan.  Ventana
Group will retain the liens encumbering its collateral and will
reconvey the lender liens after full payment of its allowed
secured claim.

Other allowed secured claims, at the Debtor's discretion, will be
paid through three options:

   Option 1: Class 2 claims shall be paid in full through 24
             equal monthly installments equal to their claim,
             plus interest calculated at the rate of 2.5% over
             the prime rate of interest as published in the Wall
             Street Journal on the Effective Date.  Creditor's
             class 2 allowed secured claim will continue to be
             secured by its existing lien encumbering its
             collateral.  Upon full payment, the creditor's lien
             shall be released and the Debtor will retain title
             to such collateral free and clear of the creditor's
             lien.  Any deficiency will be treated as a
             general unsecured claim.

   Option 2: Class 2 creditor's collateral will be returned to
             the creditor on the Effective Date in full
             satisfaction of the creditor's allowed secured
             claim.  Any deficiency will be treated as
             a general unsecured claim.

   Option 3: Holders of class 2 allowed secured claim can demand
             or receive accelerated payment of such claim after
             the occurrence of a default.

Allowed secured claims for taxes, will receive cash installment
payments in equal quarterly installments of principal and
interest, and will be in an amount sufficient to fully amortize an
allowed secured claim over a period of 5 years from and after the
petition date.  The outstanding and unpaid amount of each allowed
secured claim will bear interest, commencing on the Effective Date
and continuing until the allowed secured claim is paid in full, at
the lesser of:

     (a) the interest rate available on ninety-day U.S. treasuries
         as of the Effective Date; or

     (b) the rate provided by Section 6621(a) of the Internal
         Revenue Code on the Effective Date.

Allowed general unsecured claims will be paid through two
payments:

     (a) Initial Distribution:

         Holders of allowed general unsecured claims will receive
         an amount equal to a pro rata share of a cash fund to be
         established by the Debtor in an amount equal to the
         aggregate of:

         * $8 million; and

         * any net recoveries received by the Debtor prior to
           the confirmation date.

     (b) Final Distribution:

         Holders of allowed general unsecured claims will receive
         an amount equal to a pro rata share of a cash fund to be
         established by the reorganized Debtor in an amount equal
         to the aggregate of:

         * any net recoveries received by the reorganized Debtor
           on or after the confirmation date;

         * any amount of De Minimis Distributions;

         * any unclaimed property with respect to class 5 claims
           released to the reorganized Debtor; and

         * any cash deposited into the disputed claims reserve
           with respect to a class 5 disputed claim that is
           released to the reorganized Debtor.

Under the Plan, allowed subordinated unsecured claims, will be
paid in full in 20 equal annual installment payments.

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

http://www.researcharchives.com/bin/download?id=060724223036

                       About Window Rock

Headquartered in Brea, California, Window Rock Enterprises Inc.
-- http://windowrock.net/-- manufactures and sells all-natural
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC represents the Debtor in its restructuring efforts.
The Official Committee of Unsecured Creditors selected Peiztman,
Weg & Kempinsky, LLP, as its counsel.  When the Debtor filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of more than
$100 million.


YUKOS OIL: CEO Steven Theede Steps Down, Expects Liquidation
------------------------------------------------------------
OAO Yukos Oil Co. CEO Steven Theede resigned after court-appointed
bankruptcy manager Eduard Rebgun recommended the liquidation of
the Moscow-based oil firm.  

Mr. Theede, who will leave his post on Aug. 1, said there was
"nothing left" he could do to prevent the company's liquidation,
Andrew E. Kramer writes for The New York Times, citing Mr.
Theede's letter to the board released hours before a bankruptcy
hearing in Moscow.

Mr. Theede revealed that Mr. Rebgun's report values the company's
assets at RUB450 billion (US$16.89 billion).

"Based upon these figures, Mr. Rebgun concludes that the financial
rehabilitation of Yukos is not possible due to the insolvency he
finds in his analysis," Mr. Theede said.  "However, based upon the
analysis performed thus far by Yukos, Yukos is solvent and Mr.
Rebgun's claim and asset summaries are flawed."

According to Mr. Theede, Mr. Rebgun asserts that there are
approximately RUB500 billion (US$18.76 billion) in claims against
the company.  

"This figure does not comport with the claim information recently
provided to Yukos by Mr. Rebgun showing that US$16.98 billion of
claims have been admitted by the Moscow Arbitration Court, which
is actually less than the claims that Yukos had assumed it would
have to pay in its June 1, 2006 Plan Outline, and significantly
less than the value of Yukos' assets," Mr. Theede continued.

Mr. Theede insists that a Yukos representative was barred from
obtaining a copy of Mr. Rebgun's report, thus speculating as to
what Mr. Rebgun's methodology in calculating Yukos' asset value.

"This figure is materially in error and significantly below the
fair market value of Yukos' assets, particularly given the rising
price of oil and natural gas in world markets," Mr. Theede said.  
"Recent market events show that Yukos' approximately US$30 billion
valuation of its business is a conservative estimate.  Since Yukos
proposed its Plan Outline, the market price for crude oil has
continued to rise and is now over $75 per barrel."

Gregory L. White of The Wall Street Journal reports that Mr.
Rebgun dismissed Mr. Theede's comments as "emotional".  Mr. Rebgun
said he will make the details of his analysis public tomorrow,
July 26, the WSJ relates.

Yukos creditors will reconvene tomorrow, July 25, to decide
whether to recommend the company's liquidation or accept a Yukos-
backed recovery plan.

                        About Yukos

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an  
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Government sold its main production unit Yugansk, to
a little-known firm Baikalfinansgroup for US$9.35 billion, as
payment for US$27.5 billion in tax arrears for 2000- 2003.
Yugansk eventually was bought by state-owned Rosneft, which is
now claiming more than US$12 billion from Yukos.

On March 10, a 14-bank consortium led by Societe Generale filed
a bankruptcy suit in the Moscow Arbitration Court in an attempt
to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, court-appointed external manager Eduard Rebgun
filed a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-
10775), in an attempt to halt the sale of Yukos' 53.7% ownership
interest in Lithuanian AB Mazeikiu Nafta.

On May 26, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (22)         125       (6)
AFC Enterprises         AFCE        (44)         176       31
Alaska Comm Sys         ALSK        (29)         550       12
Alliance Imaging        AIQ         (29)         683       19
AMR Corp.               AMR      (1,272)      29,918   (1,924)
Atherogenics Inc.       AGIX       (114)         227      182
Bally Total Fitn        BFT      (1,430)         452     (430)
Biomarin Pharmac        BMRN         46          488      322
Blount International    BLT        (134)         462      129
CableVision System      CVC      (2,468)      12,832    2,643
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL     (1,069)       1,409       32
Cenveo Inc              CVO         (56)       1,045      157
Choice Hotels           CHH        (148)         274      (68)
Cincinnati Bell         CBB        (727)       1,888       33
Clorox Co.              CLX        (427)       3,622     (258)
Columbia Laborat        CBRX         11           43       24
Compass Minerals        CMP         (59)         702      171
Crown Holdings I        CCK        (124)       7,287      174
Crown Media HL          CRWN       (165)       1,229       93
Deluxe Corp             DLX         (71)       1,394     (264)
Domino's Pizza          DPZ        (609)         395        4
Echostar Comm           DISH       (690)       8,935    1,438
Emeritus Corp.          ESC        (105)         725      (19)
Emisphere Tech          EMIS        (26)          13      (11)
Encysive Pharm          ENCY        (38)         119       82
Foster Wheeler          FWLT       (239)       2,032      (52)
Gencorp Inc.            GY          (88)         990      (28)
Graftech International  GTI        (175)         919      286
H&E Equipment           HEES        204          667       13
I2 Technologies         ITWO        (65)         195      (20)
ICOS Corp               ICOS        (51)         248      121
IMAX Corp               IMAX        (25)         238       33
Incyte Corp.            INCY        (38)         399      189
Indevus Pharma          IDEV       (134)          86       50
J Crew Group Inc.       JCG        (489)         353       97
Koppers Holdings        KOP        (100)         556      150
Kulicke & Soffa         KLIC         46          399      204
Labopharm Inc.          DDS          (8)          46        9
Level 3 Comm. Inc.      LVLT       (546)       8,284      713
Ligand Pharm            LGND       (212)         289     (144)
Lodgenet Entertainment  LNET        (66)         262       15
Maxxam Inc.             MXM        (661)       1,048      101
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR          50       3,160       277
McMoran Exploration     MMR         (21)         434      (38)
Movie Gallery           MOVI       (171)       1,248     (843)
NPS Pharm Inc.          NPSP       (129)         287      212
New River Pharma        NRPH          3           96       82
Omnova Solutions        OMN          (6)         366       67
ON Semiconductor        ONNN       (224)       1,211      251
Qwest Communication     Q        (3,060)      21,126     (923)
Riviera Holdings        RIV         (30)         219        7
Rural/Metro Corp.       RURL        (93)         302       50
Sepracor Inc.           SEPR       (109)       1,277      928
St. John Knits Inc.     SJKI        (52)         213       80
Sulphco Inc.            SUF          31           42       32
Sun Healthcare          SUNH          1         531       (46)
Sun-Times Media         SVN        (198)       1,038     (271)
Tivo Inc.               TIVO        (33)         143       19
USG Corp.               USG        (496)       6,522    1,956
Vertrue Inc.            VTRU        (24)         466      (78)
Weight Watchers         WTW         (42)         856      (69)
WR Grace & Co.          GRA        (548)       3,506      881

                             *********

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-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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                    *** End of Transmission ***