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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 27, 2006, Vol. 10, No. 177

                             Headlines

ADVOCACY & RESOURCES: Court Appoints Michael Collins as Trustee
ADVOCACY & RESOURCES: Trustee Taps Manier & Herod as Counsel
AEROSOL PACKAGING: Files Schedules of Assets and Liabilities
AK STEEL: Local 3303 Members Ratifies New Labor Agreement
AK STEEL: Makes $50 Million Contribution to Pension Trust Fund

ALLIED HOLDINGS: Bostic Estate Can Continue with State Court Suit
AMCAST INDUSTRIAL: Has Until Sept. 27 to Decide on Gas City Lease
AMERISERV FINANCIAL: Earns $568,000 in 2006 Second Quarter
ATLANTIC MARINE: Moody's Rates Proposed $155 Million Loan at B1
AVAYA INC: Elects Louis J. D'Ambrosio as President and CEO

BAREFOOT RESORT: Judge Waites Confirms Second Amended Plan
BIJOU-MARKET: Can Conduct Rule 2004 Examination on Minami Lew
BRICE ROAD: GE Credit's Claim Earns 6% Interest Under Ch. 11 Plan
BROOKLYN HOSPITAL: Has Until November 27 to File Chapter 11 Plan
BUFFETS HOLDINGS: Ryan's Buy Prompts Moody's to Review Ratings

BUFFETS HOLDINGS: Planned Ryan's Merger Cues S&P's Negative Watch
CALPINE CORP: Court OKs Deloitte's Expansion of Responsibilities
CATALYST LIGHTING: Case Summary & 12 Largest Unsecured Creditors
CATHOLIC CHURCH: Spokane Status Conference Scheduled on Sept. 6
CG MULTIFAMILY: Files Schedules of Assets and Liabilities

CHENIERE LNG: Sabine Action Prompts S&P's Negative Watch
CIRTRAN CORP: Projects 30% Increase in Sales for Second Quarter
COLLINS & AIKMAN: Agrees to Give Up Toyota's Equipment by Aug. 31
COMMUNICATIONS CORP: Files Schedules of Assets and Liabilities
COMPLETE RETREATS: Wants to Pay for Potential Lenders' Expenses

COMPLETE RETREATS: Inks $10 Mil. DIP Financing Pact with Patriot
COMPLETE RETREATS: Wants Access to Patriot & LPP Cash Collaterals
CONTINENTAL AIRLINES: Earns $198 Million in Second Quarter
CORNELL TRADING: Wants to Use Cash Collateral Until Aug. 31
CORPORATE AND LEISURE: Section 341(a) Meeting Set for August 1

CORPORATE AND LEISURE: Schedules Show Zero Dollar Amounts
CSK AUTO: S&P Lowers Rating on $100 Million Senior Notes to B-
CYBERCARE INC: Plan Confirmation Hearing Postponed to Aug. 16
DANA CORP: U.S. Trustee Appoints Timken to Official Committee
DELPHI CORP: Asks Court to Deny H.E. Services' Lift Stay Plea

DELPHI CORP: Says NuTech Failed to Justify Lift Stay Request
DOMINO'S PIZZA: Equity Deficit Widens to $609 Mil. at June 18
DT INDUSTRIES: Trustee Wants De Minimis Payments Clarified
DUNKIN BRANDS: Debt Repayment Prompts Moody's to Withdraw Ratings
EASY GARDENER: Panel Hires FTI Consulting as Financial Advisor

EMAGIN CORPORATION: Commences $6.5 Million Private Placement Deal
ENERGYTEC INC: Turner Stone Raises Going Concern Doubt
ENRON CORP: Court Approves Accenture Settlement Agreement
ENTERGY NEW ORLEANS: Gets Court Nod to Amend Deloitte's Retention
ENTERGY NEW: Hibernia Wants Move to Set Off Frozen Funds Denied

ERA AVIATION: Can Use CapitalSource's Cash Collateral Until Sept.
EVANS INDUSTRIES: Disclosure Statement Hearing Set for August 24
EVERGREEN INT'L: Moody's Junks Rating on $50 Million Senior Loan
EVERGREEN INTERNATIONAL: S&P Junks Rating on $50 Million Term Loan
EXIDE TECHNOLOGIES: Supplements Prospectus on $60 Mil. Notes Sale

FAIRCHILD SEMICONDUCTOR: Earns $23 Million in Second Quarter
G+G RETAIL: Wants Plan-Filing Period Extended to October 6
GENERAL MOTORS: Incurs $3.2 Bil. Net Loss in 2006 Second Quarter
GENERAL MOTORS: DRBS Downgrades Long Term Debt Ratings to B
GLAZED INVESTMENTS: Ill. Court Confirms Amended Liquidating Plan

GRAN TIERRA: Expresses Going Concern Doubt Due to Lack of Funds
GT BRANDS: Confirmation Hearing Adjourned to August 10
HANDMAKER JEWISH: Court Approves Amended Disclosure Statement
HANDMAKER JEWISH: Wells Fargo's Plea to End Excl. Period Denied
INCO LTD: Phelps Dodge Gets Canadian Clearance for Inco Purchase

INFOUSA INC: Earns $3.2 Million in Second Quarter Ended June 30
INNOPHOS INC: Moody's Holds Junk Rating on $190 Million Sr. Notes
LA PETITE: Wants to Refinance Debt with Credit Facilities
LANDRY'S RESTAURANT: Moody's Reviews Ratings and May Downgrade
LEGENDS GAMING: Moody's Junks Rating on $65 Million Senior Loan

LEVITZ HOME: Assigns West Interactive Contract to PLVTZ
LEVITZ HOME: Two Claimants Transfer Claims Aggregating $596,074
LODGENET ENT: June 30 Balance Sheet Upside-Down by $66.4 Million
LONGVIEW FIBRE: Exploring Alternatives to Boost Shareholder Value
LORETTO-UTICA: Can Access GECC Cash Collateral Until August 30

MCMORAN EXPLORATION: June 30 Balance Sheet Upside-Down by $21 Mil.
MICHAEL BURKE: Case Summary & 13 Largest Unsecured Creditors
MIDLAND COGENERATION: Fitch Holds BB- Issuer Default Rating
MIDLAND COGENERATION: S&P Holds Watch on $200 Mil. Bonds' B Rating
MIRANT CORP: Trust Objects to Leaches & Macklin's Claims

MIRANT CORP: Litigation Trust Objects to GE International's Claim
MORRIS PUBLISHING: Soft Revenue Prompts S&P's Negative Watch
NAKOMA LAND: Chapter 11 Trustee Hires Belding Harris as Counsel
NASH FINCH: Earns $4.1 Million in 2006 Second Quarter
NEPHROS INC: Receives Non-compliance Notification from AMEX

NET2000 COMMS: Ch. 7 Trustee Seeks Approval of Two Settlements
NEWKIRK MASTER: Newkirk Realty Inks Merger Deal with Lexington
NEWKIRK MASTER: Lexington Merger Deal Cues S&P's Developing Watch
NORAMPAC INC: Earns CDN$32.7 Mil. in Second Quarter Ended June 30
NORTHEAST GENERATION: S&P Places B+ Rating on Developing Watch

NORTHWESTERN: Trustee Wants $142.89 Mil. of Union's Claim Expunged
NOVA CHEMICALS: Earns $108 Million in Second Quarter of 2006
NOVELIS INC: Delayed Filings Prompt Bond Indenture Default
NVIDIA CORP: S&P Says Ratings Watch Remains Despite AMD-ATI Merger
ON SEMICONDUCTOR: Completes $260 Mil. Senior Notes Exchange Offer

OPTICAL DATACOMM: Bank Lenders Want O'Halloran as Ch. 7 Trustee
ORIENTAL FINANCIAL: Earns $6.9 Million in First Quarter of 2006
OWENS CORNING: Court Approves $2.4-Billion Exit Financing
OWENS CORNING: Wants to Settle 7-Eleven's Claim for $1.5 Million
PARMALAT: Banca Monte Dei Paschi Sells 9.1 Million Parmalat Shares

PARMALAT USA: Bondi Says Parmalat Can Exceed 2007 Financial Goals
PENN OCTANE: Shares Delisted from Nasdaq; Trades at OTCBB
PNA GROUP: Moody's Rates Proposed $250 Million Senior Notes at B3
PROCARE AUTOMOTIVE: Wants Investigation Period Extended to July 31
PROCARE AUTOMOTIVE: Wants to Pay JPMorgan's Prepetition Sec. Claim

RADNOR HOLDINGS: Inks Amendment on Two Credit Agreements
RADNOR HOLDINGS: Missed Interest Payment Prompts S&P's D Rating
RANK GROUP: Sells Off U.K. CD Replication Unit for GBP3 Million
REFCO INC: Terminates F/X Associates Agreement with GAIN Capital
RENATA RESORT: Gets Final Court Okay on $9 Million DIP Financing

REVLON CONSUMER: Gets $100 Mil. Term Loan Add-On Bank Credit Deal
RICHARD SWENHAUGEN: Case Summary & 16 Largest Unsecured Creditors
SAINT VINCENTS: More Claimants Seek Stay Relief to Pursue Suits
SANTIAGO ASSOCIATES: U.S. Trustee Wants Chap. 11 Case Transferred
SCHOLASTIC CORP: Earns $68.6 Million in Fiscal Year Ended May 31

SEA CONTAINERS: High Court Ruling on ORR Dispute Due Today
SERACARE LIFE: Hires Yoshida Croyle as 401(k) Plan Auditor
SFBC INTERNATIONAL: Resolves Land Lease Litigation with East Bay
TARGET DRYWALL: Case Summary & 20 Largest Unsecured Creditors
THERMADYNE HOLDINGS: Ernst & Young Resigns as Accountant

TRANSMONTAIGNE INC: Launches 9-1/8% Senior Subor. Notes Offering
TRI-CONTINENTAL EXCHANGE: Joint Liquidators File Ch. 15 Petition
TRIPLE A POULTRY: Hires Porter & Hedges as Bankruptcy Counsel
UNITED AIR: S&P Junks Ratings on Three Class Certificates
UNITED WOOD: Wants to Settle $1-Million Tri-State Suit for $50,000

US SHIPPING: Moody's Junks Rating on $200 Million Senior Notes
VINCENT MORRISSEY: Case Summary & Six Largest Unsecured Creditors
VIRGIN MOBILE: Debt Restructuring Prompts S&P to Withdraw Ratings
W&T OFFSHORE: Prices Common Stock for Public Offering at $32.50
WERNER LADDER: Wants to Reject Property Lease in Pennsylvania

WERNER LADDER: Creditors Panel Objects to Financial Advisors' Fees
XPEDIOR INC: Liquidation Trustee Wants Chapter 11 Cases Closed
YUKOS OIL: Creditors Nix Rescue Plan & Vote for Liquidation

* SEC Adopts Changes to Disclosure Requirements

* Peter Antoszyk Joins Proskauer Rose LLP as Senior Counsel
* CIT Names Deirdre Martini as Senior Restructuring Advisor

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

                             *********

ADVOCACY & RESOURCES: Court Appoints Michael Collins as Trustee
---------------------------------------------------------------
The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee granted Advocacy and Resources
Corporation's request to appoint a chapter 11 Trustee in its
bankruptcy proceedings.

The Court appointed Michael E. Collins, Esq., as the chapter 11
Trustee effective July 12, 2006.

                The Need for a Chapter 11 Trustee

The Debtor reminds the Court that before it filed for bankruptcy,
it retained Kraft Corporate Recovery Services, LLC, and at the
direction of its Board of Directors, Kraft focused its attention
on stabilizing the company's operations and providing financial
information and operational guidance to both management and the
company's primary lender, AmSouth Bank, N.A.  The Debtor says that
when it eventually filed for bankruptcy, its Board and Kraft
continued to address issues facing the Debtor that have arisen in
conjunction with its bankruptcy case.

However, the Debtor recognizes that there is a lack of permanent
management in place to deal with management and operational issues
on a long-term basis.  The Debtor relates that although it appears
that the case will likely proceed in the direction of liquidating
the assets, there will be significant activity in the coming
months.  As this case progresses, many decisions affecting
management and the wind-down of operations will need to be made,
the Debtor says.

The Debtor discloses that it will need to investigate and address
the viability of potential actions against third parties,
including significant potential avoidance actions as well as
issues concerning the sale of all or a portion of its existing
assets.

The Debtor contends that while Kraft possesses the requisite
expertise to handle these matters and could play a continuing role
in investigating, evaluating and consulting on behalf the company,
it is neither practical nor economical for Kraft to be in the
position of primary management over a protracted period.

The Debtor's individual Board members all have other jobs and are
not in a position to continue to devote large amounts of time to
the Chapter 11 process.  The Debtor says that its Board believes
that acting on behalf of a nonprofit corporation, it is in the
best interests of the Debtor to transition the management and
oversight of the company to an independent third-party with
appropriate and well-defined fiduciary responsibilities to the
bankruptcy estate.  Thus, appointment of a trustee is in the best
interests of the estate and its creditors and the benefits to be
derived from the appointment of a trustee are significant.

Mr. Collins can be reached at:

         Michael E. Collins, Esq.,
         Manier & Herod
         One Nashville Place, Suite 2200
         150 Fourth Avenue North
         Nashville, TN 37219-2494,

Headquartered in Cookeville, Tennessee, Advocacy and Resources
Corporation is a non-profit corporation that manufactures food
products for feeding programs operated by the U.S. Government.
Customers include the U.S. Department of Agriculture, the
Department of Defense, and other private distribution firms.  The
Company filed for chapter 11 protection on June 20, 2006 (Bankr.
M.D. Tenn. Case No. 06-03067).  John Hayden Rowland, Esq., at
Baker Donelson Bearman Caldwell and Berkowitz, P.C., represents
the Debtor.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts between $10 million and $50 million.


ADVOCACY & RESOURCES: Trustee Taps Manier & Herod as Counsel
------------------------------------------------------------
Michael E. Collins, Esq., the chapter 11 trustee appointed in
Advocacy and Resources Corporation's bankruptcy proceedings, asks
the U.S. Bankruptcy Court for the Middle District of Tennessee for
permission to employ Manier & Herod as his bankruptcy counsel.

Manier & Herod will:

    a. prepare and file appropriate pleadings, including without
       limitation, applications, complaints, answers, motions,
       orders, and other documents;

    b. represent the Trustee at hearings, proceedings, meetings
       and other appearances in court and before other tribunals
       and administrative agencies on behalf of Trustee related to
       the collection action;

    c. review and analyze financial data;

    d. negotiate with certain creditors and their counsel, if
       any; and

    e. provide other services as are necessary or appropriate in
       representation of the Trustee in connection with the
       administration of the Debtor's estate.

Mr. Collins discloses that he will be the primary counsel for this
engagement and will bill $300 per hour.  Mr. Collins further
discloses that the firm's other professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Principals                    $265 - $375
         Associates                    $150 - $225
         Paralegals                     $90 - $120

Mr. Collins assures the Court that his firm does not represent any
adverse interest to the Debtor or its estate.

Headquartered in Cookeville, Tennessee, Advocacy and Resources
Corporation is a non-profit corporation that manufactures food
products for feeding programs operated by the U.S. Government.
Customers include the U.S. Department of Agriculture, the
Department of Defense, and other private distribution firms.  The
Company filed for chapter 11 protection on June 20, 2006 (Bankr.
M.D. Tenn. Case No. 06-03067).  John Hayden Rowland, Esq., at
Baker Donelson Bearman Caldwell and Berkowitz, P.C., represents
the Debtor.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts between $10 million and $50 million.


AEROSOL PACKAGING: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Aerosol Packaging, LLC, delivered to the U.S. Bankruptcy Court for
the Northern District of Georgia its schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property           $5,858,300
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                  $5,000,269
  E. Creditors Holding
     Unsecured Priority Claims                          $94,320
  F. Creditors Holding                               $5,157,002
     Unsecured Nonpriority
     Claims
                                 ----------         -----------
     Total                       $5,858,300         $10,251,591

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.


AK STEEL: Local 3303 Members Ratifies New Labor Agreement
---------------------------------------------------------
AK Steel reported that members of the United Auto Workers, Local
3303, have ratified a new six-year labor agreement.

The agreement covers about 1,400 hourly production and maintenance
employees at the company's Butler Works and takes effect October 1
and runs through September 30, 2012.

"This new labor contract will serve our customers, our company and
Butler Works employees well," said James L. Wainscott, chairman,
president and CEO of AK Steel.  "I commend the bargaining teams
for the UAW and AK Steel for their diligence in forging this
competitive new agreement more than two months prior to the
expiration of the existing contract."

The Company disclosed that the new Butler Works contract includes:

     -- A lock and freeze of the traditional defined-benefit
        pension plan, replaced by a per-hour defined company
        contribution to individual 401(k) accounts.

     -- A reduction to 7 job classes from 300, workforce
        restructuring.

     -- An elimination of minimum base workforce guarantee.

     -- An active employee health care cost sharing.

     -- A current and future retiree health care cost sharing.

     -- A competitive wage increases.

Headquartered in Middletown, Ohio, AK Steel Corp. (NYSE: AKS) --
http://www.aksteel.com/-- produces flat-rolled carbon, stainless
and electrical steel products, as well as carbon and stainless
tubular steel products, for automotive, appliance, construction
and manufacturing markets.

                         *     *     *

AK Steel Corp.'s 7-3/4% Senior Notes due 2012 carry Moody's
Investors Service's and Standard & Poor's single-B rating.


AK STEEL: Makes $50 Million Contribution to Pension Trust Fund
--------------------------------------------------------------
AK Steel's board of directors has authorized the company to make a
voluntary $50 million contribution to its pension trust.  The
$50 million contribution follows an $84 million early payment AK
Steel made in May, and a $150 million voluntary contribution the
company made in January of 2005.

"Our strong business results have enabled AK Steel to contribute
nearly $300 million to our employee pension fund in the past 18
months," said James L. Wainscott, chairman, president and CEO of
AK Steel.  "Most of those contributions were either made
voluntarily or well ahead of funding deadlines, underscoring our
commitment to pension funding."

AK Steel provides pension benefits to approximately 32,000
retirees or their beneficiaries.  The company said that, while it
has continued to fund its retiree health care and pension legacy
costs, most of its competitors have reduced or eliminated their
legacy obligations through the bankruptcy process.

Headquartered in Middletown, Ohio, AK Steel Corp. (NYSE: AKS) --
http://www.aksteel.com/-- produces flat-rolled carbon, stainless
and electrical steel products, as well as carbon and stainless
tubular steel products, for automotive, appliance, construction
and manufacturing markets.

                         *     *     *

AK Steel Corp.'s 7-3/4% Senior Notes due 2012 carry Moody's
Investors Service's and Standard & Poor's single-B rating.


ALLIED HOLDINGS: Bostic Estate Can Continue with State Court Suit
-----------------------------------------------------------------
The Honorable Coleman Ray Mullins of the U.S. Bankruptcy Court for
the Northern District of Georgia signed a consent order modifying
the automatic stay solely to permit Tammy Goodlett, as Executrix
of the Estate of Howard Bostic, to:

    * continue her existing State Court action against Allied
      Holdings, Inc., and its debtor-affiliates in respect of the
      claims, to proceed to final judgment or settlement; and

    * attempt to recover any liquidated final judgment upon, or
      settlement of, the Claims from available insurance policies
      of the Debtors.

As reported in the Troubled Company Reporter on June 30, 2006, the
Bostic Estate asked the Court to modify the automatic stay to
allow it to pursue a wrongful death claim and personal injury
claim against the Debtors and their insurer, Ace American.  The
Bostic Estate has filed a claim for $1,500,000.  Howard Bostic was
involved in a car accident in Versailles, Kentucky, when his
automobile was rear-ended by a tractor-trailer truck owned by the
Debtors.

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)


AMCAST INDUSTRIAL: Has Until Sept. 27 to Decide on Gas City Lease
-----------------------------------------------------------------
The Honorable Frank J. Otte of the U.S. Bankruptcy Court for the
Southern District of Indiana in Indianapolis extended, until
Sept. 27, 2006, the period within which Amcast Industrial
Corporation and Amcast Automotive of Indiana, Inc., must decide
whether to assume or reject a lease related to their Gas City
manufacturing operations at 6231 East South in Marion, Indiana.

The Court approved the sale of the Debtors' Fremont and Gas City
operations to BIDITUP Worldwide Auctions, Inc., and Hanning & Bean
Enterprises on July 13, 2006.  BIDITUP will pay $6 million to
acquire all of the equipment located at the Fremont and Gas City
facilities while Hanning & Bean will pay $2,250,000 to purchase
all real estate comprising the facilities.

The only contract to be assumed under the purchase agreement with
Hanning & Bean is the Debtors' Industrial Development Project
Lease with Gas City.  The amount of cure cost owed to the City of
Gas City Department of Redevelopment under the lease is fixed at
$400,000.

The Debtors reserved their rights under the Gas City Lease to
exercise the purchase option and sell Hanning & Bean a fee simple
interest in the Leased Premises in lieu of a lease assignment.

                      About Amcast Industrial

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,
manufactures and distributes technology-intensive metal products
to end-users and suppliers in the automotive and plumbing
industry.  The Company and four debtor-affiliates filed for
chapter 11 protection on Nov. 30, 2004.  The U.S. Bankruptcy Court
for the Southern District of Ohio confirmed the Debtors' Third
Amended Joint Plan of Reorganization on July 29, 2005.  The
Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for chapter 11 protection a second time on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33322).  David H. Kleiman,
Esq., and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman,
P.C., represent the Debtors in their restructuring efforts.  Henry
A. Efromson, Esq., and Ben T. Caughey, Esq., at Ice Miller LLP,
represent the Official Committee of Unsecured Creditors.  Kevin I.
Dowd at Berkeley Square Group LLC serves as Amcast's financial
advisor.  The Creditors' Committee receives financial advice from
Thomas E. Hill at Alvarez & Marsal, LLC.  When the Debtor and its
affiliate filed for protection from their creditors, they listed
total assets of $97,780,231 and total liabilities of $100,620,855.


AMERISERV FINANCIAL: Earns $568,000 in 2006 Second Quarter
----------------------------------------------------------
AmeriServ Financial, Inc., reported second quarter 2006 net income
of $568,000.  This represented an increase of $198,000 or 53.5%
over the second quarter 2005 net income of $370,000.  For the
six-month period ended June 30, 2006, the Company has now earned
$1.1 million.  This compares to net income of $1.2 million or
$0.06 per diluted share for the first six months of 2005. Note
that for comparative purposes the 2005 results included a one-time
income tax benefit of $475,000.  There was no such tax benefit in
2006.

At June 30, 2006, ASRV had total assets of $888 million and
shareholders' equity of $84 million or $3.80 per share.  The
Company's asset leverage ratio improved to 10.54% at June 30,
2006, compared to 9.92% at June 30, 2005.

Allan R. Dennison, President and Chief Executive Officer,
commented on the second quarter 2006 results, "AmeriServ's
improved financial performance in the second quarter of 2006
resulted from a combination of increased revenues and reduced
non-interest expenses when compared to the second quarter of 2005.
Average loans outstanding increased by $35 million or 6.7% and
average deposits grew by $22 million or 3.0% in the second quarter
of 2006 as a result of our focus on traditional community banking.
This growth combined with significant reductions in both
investment securities and borrowings due to our successful balance
sheet restructuring completed in the second half of 2005 caused
our net interest income to increase by $200,000 and our net
interest margin to improve by 53 basis points to 3.16%.  Finally,
our Trust Company continued to be a strong contributor to the
improved earnings as our revenue growth in that business line
approximated 11% in the second quarter of 2006."

The Company's net interest income in the second quarter of 2006
increased by $200,000 from the prior year's second quarter and for
the first six months of 2006 increased by $197,000 when compared
to the first six months of 2005.  This improvement reflects the
benefits from an increased net interest margin, which more than
offset a reduced level of earning assets.  Specifically, for the
first six months of 2006 the net interest margin increased by
49 basis points to 3.18% while the level of average earning assets
declined by $132 million or 14.4%.  Both of these items reflect
the deleverage of high cost debt from the Company's balance sheet
which has resulted in lower levels of both borrowed funds and
investment securities.  The Company's net interest margin also
benefited from increased loans in the earning asset mix as total
loans outstanding averaged $551 million in the first six months of
2006 a 6.2% increase from the same 2005 period.  This loan growth
was most evident in the commercial loan portfolio.  Total deposits
averaged $726 million for the first six months of 2006, a 4.4%
increase from the same 2005 period due primarily to increased
deposits from the trust company's operations.  This deposit growth
also allowed the Company to further reduce FHLB borrowings as
these wholesale borrowings averaged only 4.6% of total assets in
the first six months of 2006 compared to 19.0% of total assets in
the first six months of 2005.  Overall, the Company has been able
to generate increased net interest income from a smaller but
stronger balance sheet despite the negative impact resulting from
a flatter yield curve in 2006.

As a result of continued sound asset quality, the Company was able
to reverse a small portion of its allowance for loan losses into
earnings in the second quarter of 2006.  This loan loss provision
benefit amounted to $50,000 in the second quarter of 2006 which
was lower than a similar negative loan loss provision of $275,000
reversed into earnings in the second quarter of 2005.

Non-performing assets have remained in a range of $3.3 million to
$4.6 million for the past six quarters and ended the second
quarter of 2006 at $4.6 million or 0.81% of total loans.
Classified loans have declined from $20.2 million at Dec. 31, 2005
to $17.7 million at June 30, 2006.  Net charge-offs in the first
six months of 2006 amounted to $219,000 or 0.08% of total loans,
which was up from the net charge-offs of $138,000 or 0.05% of
total loans in the same prior year period.  The allowance for loan
losses provided 192% coverage of non-performing assets at June 30,
2006 compared to 212% coverage at Dec. 31, 2005.  The allowance
for loan losses as a percentage of total loans amounted to 1.55%
at June 30, 2006 compared to 1.66% at Dec. 31, 2005.

The Company's non-interest income in the second quarter of 2006
increased by $88,000 from the prior year's second quarter and for
the first six months of 2006 increased by $182,000 when compared
to the first six months of 2005.  Strong growth in trust revenue
was the main factor responsible for the total growth in non-
interest income for both periods.  Trust fees increased by
$165,000 or 11.0% for the quarterly period and by $334,000 or
11.2% for the six month period due to continued successful new
business development efforts in both the union and traditional
trust product lines.  Over the past year, the fair market value of
trust assets has grown by 12.9% to $1.68 billion at June 30, 2006.
This positive item was partially offset by fewer gains realized on
asset sales in 2006.  Specifically, there was a $63,000 quarterly
decrease and a $112,000 decline for the six month period in gains
realized on loan sales into the secondary market due to weaker
residential mortgage loan production in 2006.  Additionally, the
Company realized no gains on investment security sales in 2006
compared to $78,000 of investment security gains realized in 2005.

As a result of the Company's continued focus on reducing and
containing non-interest expenses, total non-interest expense in
the second quarter of 2006 decreased by $129,000 from the prior
year's second quarter and for the first six months of 2006
declined by $214,000 when compared to the first six months of
2005.  Expense reductions were experienced in numerous categories
including professional fees, other expenses, and salaries and
benefits expense due to fewer employees.  This improved expense
performance in the second quarter occurred despite the Company
absorbing the final closure costs associated with its investment
advisory subsidiary which approximated $100,000.  Also, the loss
from discontinued operations declined from $139,000 in the first
six months of 2005 to $0 in the first half of 2006 as the Company
completed the exit from its mortgage servicing operation in 2005.

The Company recorded an income tax expense of $164,000 in the 2006
second quarter and $300,000 for the first six months of 2006 which
reflects an estimated effective tax rate of approximately 22%.
This is higher than the Company's 2005 income tax expense as the
prior year performance was favorably impacted by an income tax
benefit.  Specifically in the first quarter of 2005, the Company
lowered its income tax expense by $475,000 due to a reduction in
reserves for prior year tax contingencies as a result of the
successful conclusion of an IRS examination on several open tax
years.

Headquartered in Johnstown, Pennsylvania, AmeriServ Financial,
Inc. operates as a bank holding company for the AmeriServ
Financial Bank, which offers consumer, mortgage, and commercial
financial products. The bank offers retail banking services, such
as demand, savings and time deposits, money market accounts,
secured and unsecured loans, mortgage loans, safe deposit boxes,
holiday club accounts, collection services, money orders, and
traveler's checks. It also provides lending, depository, and
related financial services, which include real estate-mortgage
loans, short- and medium-term loans, revolving credit
arrangements, lines of credit, inventory and accounts receivable
financing, real estate-construction loans, business savings
accounts, certificates of deposit, wire transfers, night
depository, and lock box services to commercial, industrial,
financial, and governmental customers.

                       *     *     *

Fitch Ratings has upgraded the long-term rating of AmeriServ
Financial, Inc., to 'B+' from 'B' in October 2005.  At the same
time, Fitch has affirmed the ratings of AmeriServ Financial Bank
and AmeriServ Capital Trust I.  The Rating Outlook remains
Positive.

AmeriServ Financial Bank carries Fitch's BB- long-term rating.
The Bank's long-term deposits are rated BB- by Fitch.  Short-term
deposits hold Fitch's B rating.  AmeriServ Capital Trust I's
preferred shares has Fitch's B- rating.


ATLANTIC MARINE: Moody's Rates Proposed $155 Million Loan at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Atlantic Marine
Holding Company's proposed $155 million senior secured credit
facilities, consisting of a $35 million revolving credit facility
due 2012 and a $120 million term loan due 2013.  In addition,
Moody's assigned a Corporate Family Rating of B1.  The ratings
outlook is stable.

The ratings, which were assigned in connection with the
refinancing relating to the leveraged acquisition by equity
sponsor J.F. Lehman and Company, reflects Atlantic Marine's small
revenue base, concentration of sales in one service business
with a large portion of that business derived from the U.S.
government, and volatility in sales levels, operating margins, and
cash flow generation inherent in the company's business.
The ratings positively consider modest debt relative to earnings
levels, resulting in credit metrics that are strong for the B1
rating, positive demand characteristics in the U.S. government and
commercial ship repair sector, and implied support to management
provided by JFL.

The stable rating outlook reflects Moody's expectations for stable
near-term operating margins and modest revenue growth levels in a
continued strong operating environment over the next 12-18 months.
Moody's estimates that the company should generate at least $10
million of free cash flow over this period, which should result in
modest debt reduction per prescribed cash sweep provisions.
Ratings or their outlook could be subject to upward revision if
the company were to successfully grow its revenue levels to over
$500 million annually without substantial increase in debt levels
or business risk, while diversifying its customer base and
maintaining operating margins at greater than 15%.

In the absence of the demonstration of such a managed growth
scenario, a ratings upgrade or positive outlook would require
a material reduction in debt levels to leverage of less than
3 times, with stable margins demonstrated through market cycles,
and steady free cash flow generation in excess of 10% of total
debt.  Conversely, ratings or their outlook could be lowered if
operating results were to face unexpected deterioration, or if the
company were to increase debt for any reason, particularly if
ownership were to authorize a large levered distribution, such
that Debt were to increase to over 5 times, if EBIT were to fall
below 1.7 times, or if free cash flow were to become negative for
a prolonged period with a corresponding erosion in liquidity.

The B1 rating of the senior secured credit facilities, the same as
the Corporate Family Rating, reflects preponderance of debt in the
company's debt structure.  These facilities are secured by all the
assets of the company, and are guaranteed by all of the company's
subsidiaries.  Terms of this facility are governed by covenants
that restrict the company in its ability to distribute material
amounts to shareholders until debt levels are reduced.

Assignments:

Issuer: Atlantic Marine Holding Company

   * Corporate Family Rating, Assigned B1
   * Senior Secured Bank Credit Facility, Assigned B1

Atlantic Marine Holding Company, headquartered in Jacksonville,
Florida, is a provider of ship maintenance, repair, overhaul, and
conversion services for U.S. Navy, government, commercial, and
offshore oil and gas industry vessels.  The company operates two
full service shipyards in Jacksonville, Florida, and Mobile,
Alaska, as well as a third smaller facility at Naval Station
Mayport.


AVAYA INC: Elects Louis J. D'Ambrosio as President and CEO
----------------------------------------------------------
Avaya Inc. elected Senior VP and President for Global Sales and
Marketing, Louis J. D'Ambrosio as President and Chief Executive
Officer after Donald K. Peterson stepped down as President and
CEO, effective immediately.

The Company disclosed that Mr. Peterson will remain as Chairman of
its Board of Directors until September 30, 2006.

Mr. D'Ambrosio was the Company's Group VP, Global Sales, Channels
& Marketing from January 2004 until November 2005, and was the
Group VP, Avaya Global Services from the time he joined the
Company in December 2002 until December 2003.  Prior to joining
the Company, he served in a number of executive positions with
International Business Machines Corporation, including as Vice
President of Worldwide Sales and Marketing-Software Business.

             Appointment of Chief Operating Officer

The Company also appointed Michael Thurk, its Senior VP and
President, Global Communications Solutions since November 2005, to
the newly-created position of Chief Operating Officer.  Mr. Thurk
was the Company's Group VP, Global Communications Solutions from
October 2004 until November 2005, the Group VP, Enterprise
Communications Group from August 2002 until September 2004 and the
Group VP, Systems, from January 2002 until July 2002.  Prior to
joining Avaya, he held various positions at Ericsson, including
President, Ericsson Datacom Inc. and Vice President, Division Data
Backbone and Optical Networks.

                      Election of Director

The Company's Board of Directors elected Frank J. Fanzilli to be a
director effective Aug. 3, 2006, increasing its size to 11.

Mr. Fanzilli has not yet been appointed to any committee and his
independence, under the New York Stock Exchange listing standards
and the Company's independence guidelines, will be considered at
the next meeting of its Governance Committee.

Headquartered in Basking Ridge, New Jersey, Avaya, Inc. (NYSE:AV)
-- http://www.avaya.com/-- designs, builds and manages
communications networks for more than one million businesses
worldwide, including more than 90% of the FORTUNE 500(R).  Focused
on businesses large to small, Avaya is a world leader in secure
and reliable Internet Protocol telephony systems and
communications software applications and services.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Avaya, Inc., to 'BB' from 'B+'.

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Moody's Investors Service upgraded the senior implied rating of
Avaya, Inc., to Ba3 from B1.  Moody's said the ratings outlook is
positive.


BAREFOOT RESORT: Judge Waites Confirms Second Amended Plan
----------------------------------------------------------
The Honorable John E. Waites of the U.S. Bankruptcy Court for the
District of South Carolina confirmed Barefoot Resort Yacht Club
Villas, LLC's Second Amended Chapter 11 Plan.

Judge Waites determined that the Plan satisfies the requirements
for confirmation set forth in Section 1129(a) of the Bankruptcy
Code.

As reported in the Troubled Company Reporter on July 7, 2006,
Under the Second Amended Plan, the allowed general unsecured
claims of:

   * Dargan Construction,
   * Sally Stowe Interiors,
   * Drake Development Company USA, Inc.,
   * W. Russell Drake,
   * Grand Strand Disposal,
   * Horry Electric Cooperative,
   * Jenkins Hancock and Sides, Lewis & Babcock,
   * Robert Young, P.A.,
   * Rogers Townsend Thomas,
   * SW Associates, and

any other allowed general unsecured claim will share pro rata in
the funds that remain after payment of the Class 1, Class 2, and
Class 3 allowed claims.

In addition, the Debtor rejected its Contract of Sale with Premier
Holdings of South Carolina, LLC.  The Debtor, Premier SC, and
Coastal Federal entered into a Tri-Party Agreement, dated Jan. 9,
2004, which provides certain rights to Coastal Federal vis-a-vis
the Contract of Sale.

Prior to the second plan amendment, the Court approved the
Debtor's Disclosure Statement explaining its Original Plan of
Reorganization.  The Court determined that the Disclosure
Statement contains adequate information -- the right amount of the
right kind -- for creditors to make informed decisions when the
Debtor asks them to vote to accept the Plan.  The Debtor did not
submit an amended Disclosure Statement for its second amended
plan.

The Debtor said that its plan is a liquidating plan and allows for
the payment of all creditors in full.

Headquartered in Columbia, South Carolina, Barefoot Resort Yacht
Club Villas, LLC -- http://www.drakedevelopment.com/-- operates a
resort located in North Myrtle Beach, South Carolina.  Drake
Development Company USA owns Barefoot Resort.  The Debtor filed
for chapter 11 protection on Feb. 21, 2006 (Bankr. D. S.C. Case
No. 06-00640).  William McCarthy, Jr., Esq., and Daniel J.
Reynolds, Jr., Esq., at Robinson, Barton, McCarthy, Calloway &
Johnson, P.A., represent the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it listed
$69,003,578 in assets and $60,980,655 in debts.


BIJOU-MARKET: Can Conduct Rule 2004 Examination on Minami Lew
-------------------------------------------------------------
The Honorable Thomas E. Carlson of the U.S. Bankruptcy Court for
the Northern District of California in San Francisco authorized
Bijou-Market, LLC, to examine William Kwong, Esq., and the most
knowledgeable person employed by Minami, Lew & Tanaki, LLP,
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedures.

The Minami Firm purports to litigate a class action against the
Debtor styled Roe 1 et al. v. Bijou-Market, et al.

Although the State Court Litigation has been pending for three
years, no order certifying the State Court Litigation as a class
action was sought or obtained and the discovery phase had only
just begun, the defendants have already expended more than
$225,000 in attorneys' fees.

Moreover, the Debtor believed, based on the experience of
similarly situated defendants, that the claims that might
ultimately be submitted by the members of the purported class were
the plaintiffs to prevail would be modest in the aggregate and
materially less than the likely costs of defense.

The Debtor sought to use the chapter 11 process to determine the
universe of claims against it, including the claims of the
underlying class members, in the expectation that it could propose
a confirmable Plan that would put the State Court Litigation to
rest.

The Debtor submits that the Minami Firm has relevant information
about the quality of the process for creditors as a key issue in
this bankruptcy case in at least three respects:

   -- First, information about the number of inquiries made by
      potential claimants to Mr. Kwong or Minami Lew, information
      about Claimant Meetings conducted by Minami Lew or of which
      the Firm is aware, and information about mailings made by
      the Firm to nonclients or prospective clients would all
      constitute relevant information about the quality of the
      process that claimants have enjoyed in this case.

      The Debtor does not intend to attempt to invade an
      attorney-client privilege and will not inquire about the
      substance of any communication between Minami Lew and any
      claimant client.  The Debtor submits that the existence of
      communication, however, is not privileged;

   -- Second, potential claimants responding to the Debtor's
      notice may have advised representatives of Minami Lew that
      they:

      * declined to retain the Firm,

      * did not wish to participate in the class action,

      * preferred to file claims in the bankruptcy case by
        themselves, or

      * preferred that the class action not go forward.

      The Debtor submits that communications Opposing the Class
      Process are relevant, non-privileged and appropriately
      Discoverable;

   -- Third, Minami Lew has indicated that it intends to file a
      Class Proof of Claim prior to the Claims Bar Date, which is
      scheduled on July 3.  If it does so, it would be appropriate
      to permit the Debtor to inquire of Minami Lew regarding it.

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


BRICE ROAD: GE Credit's Claim Earns 6% Interest Under Ch. 11 Plan
-----------------------------------------------------------------
Brice Road Developments, L.L.C., modified its First Amended Joint
Plan of Reorganization to reflect its proposed treatment of GE
Credit's claim.

The Debtor informed the U.S. Bankruptcy Court for the Southern
District of Ohio that GE Credit's allowed secured claim would be
satisfied in full by the Debtor amortizing the amount monthly with
6% annual interest instead of 5.5%.   Any unpaid accrued interest
and principal would be due and payable, in full, on February 1,
2043.  GE Credit will retain its lien on Kensington Commons and on
any other of Debtor's property securing its Allowed Claim.

On the Effective Date, SIR Kensington Associates LLC, a co-
proponent of the Plan, will make a $2.5 million initial
contribution to the Debtor, as capital or as a loan.

Proceeds of the initial contribution will be used on the Effective
Date, to partly fund the:

    1. Unsecured Claims Fund in the amount of $275,000; and

    2. miscellaneous closing costs, working capital reserves,
       interest reserves, and deferred maintenance consisting of,
       among other needs, repair to flood damaged units and
       construction of remedial drainage systems, completion of
       unit construction, and landscaping needs.

SIR Kensington anticipates that the balance of the initial
contribution will be used after the effective date to fund
miscellaneous closing costs, working capital reserves, interest
reserves, and deferred maintenance consisting of, among other
needs, repair to flood damaged units and construction of remedial
drainage systems, completion of unit construction, and landscaping
needs.

       Treatment of Claims Under the Amended Joint Plan

Under the Amended Joint Plan, allowed claims for deposits,
totaling $34,000, will be satisfied in full within 60 days of the
effective date.

The provisions of the Mortgage Note dated January 19, 2001, and
executed and delivered by the Debtor to Armstrong Mortgage
Company, will remain in full force and effect subsequent to the
Effective Date.  The Debtor tells the Court that the provisions of
that certain Open-End Mortgage Deed dated January 19, 2001, and
executed and delivered by the Debtor to Armstrong Mortgage
Company, and the Addendum, will remain in full force and effect
subsequent to the Effective Date, except that:

    i) the debt secured thereby will be modified under the Amended
       Plan, and

   ii) provisions in the Mortgage Deed, specifically paragraphs 3,
       11, 12, and 14, will be of no force and effect as of the
       effective date.

The allowed secured claim of the Treasurer, totaling approximately
$112,046, will be paid in full with amortized amounts of 4%
interest per annum from the effective date over a period of 30
consecutive monthly installments, commencing on the first day of
the month after the month of the effective date.

The Allowed secured claim of SIR Kensington, totaling
approximately $10,000, will be paid in full with the issuance to
SIR Kensington or its designee, the Debtor's entire member
interests.  Upon issuance, the security interest of SIR Kensington
in the Commercial Tort Claims shall be deemed released and
satisfied.

Allowed Claims of the Mechanics Lien Holders will receive, in
cash, their pro-rata share of the Unsecured Claims Fund and their
pro-rata share of the Retained Bankruptcy Action Net Proceeds.

Unsecured Allowed Claims not having priority under Section 507 of
the Bankruptcy Code, and not included within the allowed claims of
the mechanics lien holders, in cash, their pro-rata share of the
Unsecured Claims Fund and their pro-rata share of the Retained
Bankruptcy Action Net Proceeds.

Allowed member interests will be cancelled on the effective date.

A full-text copy of the Disclosure Statement explaining its First
Amended Joint Plan of Reorganization is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060215022627

A full-text copy of the Disclosure Statement explaining its Joint
Plan of Reorganization is available for a fee at:

  http://www.researcharchives.com/bin/download?id=051229023718

A full-text copy of the Modification is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060726213554

                       About Brice Road

Headquartered in Dublin, Ohio, Brice Road Developments, L.L.C.,
owns Kensington Commons, a 264-unit apartment complex located
outside of Columbus, Ohio.  The Company filed for chapter 11
protection on Sept. 2, 2005 (Bankr. S.D. Ohio Case No. 05-66007).
Yvette A Cox, Esq., at Bailey Cavalieri LLC represents the Debtor
in its restructuring efforts.  No Official Committee of Unsecured
Creditors was appointed.  When the Debtor filed for protection
from its creditors, it estimated assets and debts between $10
million and $50 million.


BROOKLYN HOSPITAL: Has Until November 27 to File Chapter 11 Plan
----------------------------------------------------------------
The Honorable Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York extended The Brooklyn Hospital Center
and its debtor-affiliate, Caledonian Health Center, Inc.'s
exclusive periods to file a Chapter 11 Plan of Reorganization to
Nov. 27, 2006 and solicit acceptance of that plan to Jan. 23,
2007.

As reported in the Troubled Company Reporter on July 5, 2006, the
Debtors told the Court that they have developed a comprehensive
master plan and five-year business plan, each of which is a key
element to formulating and negotiating a reorganization plan.

The master plan will identify the core assets necessary for the
Debtors' reorganization and the non-core assets that can be
liquidated in order to make distributions to creditors.  The
business plan will provide, among other things, five-year
projections of the operations of the reconfigured and reorganized
Debtors.

The Debtors say the exclusive period extensions will enable them
to stabilize their operations, negotiate a reorganization plan
with their creditors, and ultimately achieve a result that
maximizes the value of the estate.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org/-- provides a variety of inpatient and
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on Sept. 30,
2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M. Handelsman,
Esq., and Eric M. Kay, Esq., at Stroock & Stroock & Lavan LLP
represent the Debtors in their restructuring efforts.  Glenn B.
Rice, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represents the Official Committee of Unsecured Creditors.  Mark
Dominick Alvarez at Alvarez & Marsal, LLC, serves as the
Committee's financial advisor.  When the Debtors filed for
protection from their creditors, they listed $233,000,000 in
assets and $337,000,000 in debts.


BUFFETS HOLDINGS: Ryan's Buy Prompts Moody's to Review Ratings
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Buffets Holdings,
Inc., the holding company, and Buffets, Inc. under review for
possible downgrade following the company's announcement that it
will acquire Ryan's Restaurant Group, Inc. for approximately
$876 million including debt that will be assumed or repaid at or
prior to the closing.  Upon receipt of regulatory and Ryan's
shareholder approvals, the transaction is expected to be completed
in the fourth quarter of this year.

Moody's previous rating action on Buffets was in January of this
year when the rating outlook was moved to developing following the
company's announcement to begin exploring strategic alternatives
to maximize shareholder value.

Ratings placed under review for possible downgrade:

Buffets Holdings, Inc.

   * B2 corporate family rating and
   * Caa1 on the senior unsecured notes maturing in 2010.

Buffets, Inc.

   * B1 on the $207 million senior secured term loan B maturing
     in 2009,

   * B1 on the $20 million senior secured letter of credit
     facility maturing in 2007,

   * B1 on the $30 million senior secured revolving credit
     facility maturing in 2007,

   * B1 on the $30 million senior secured letter of credit
     facility maturing in 2009, and

   * B3 on the subordinated notes maturing in 2010.

Buffets Holdings, Inc., the holding company of Buffets, Inc., is
headquartered in Eagan, Minnesota. As of July 25, 2006, Buffets,
Inc. owned and operated 337 buffet-style restaurants and
franchised 18 buffet-style restaurants principally under the
"Old Country Buffet", "Country Buffet" and "Hometown Buffet" brand
names.  Total revenues for fiscal 2005 were approximately $927
million.  Ryan's Restaurant Group, Inc., headquartered in Greer,
South Carolina, operated approximately 340 restaurants as of July
25, 2006 with locations primarily in the Southern and Midwestern
United States.  Total revenues for fiscal 2005 were approximately
$825 million.


BUFFETS HOLDINGS: Planned Ryan's Merger Cues S&P's Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on the ratings for Eagan, Minnesotta-based Buffets
Holdings Inc. (B-/Watch Neg/--) to negative from developing.

The rating action follows the company's announcement that a
subsidiary of Buffets will merge with Ryan's Restaurant Group Inc.
in a cash transaction valued at about $876 million, including
debt.  Given the expected financing through a combination of bank
debt, senior subordinated debt, and real estate financing, pro
forma lease-adjusted leverage will be very high, at about 7x.

"Ratings will either be affirmed or lowered, depending on the
actual financing and its impact on the company's financial
profile," said Standard & Poor's credit analyst Robert
Lichtenstein.

The combined company, called Buffets Inc., will operate about 675
restaurants in 42 states, with annual revenue of more than $1.7
billion.  Ryan's, with about $92 million in EBITDA, will operate
as a separate division of Buffets Inc.  The deal is expected to
close in the fourth quarter.  Both companies have been challenged
in the weak buffet sector of the restaurant industry.


CALPINE CORP: Court OKs Deloitte's Expansion of Responsibilities
----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York to
expand Deloitte Tax LLP's responsibilities to include Tax
Compliance Services.

As reported in the Troubled Company Reporter on April 12, 2006,
the Debtors obtained permission from the Court to employ Deloitte
Tax as their tax service providers.

Deloitte Tax is expected to:

   (a) consult with the Debtors regarding federal and state income
       tax matters;

   (b) advise and assist the Debtors regarding U.S. and
       foreign tax matters on Calpine's International Operations;

   (c) assist the Debtors related to sales and use tax matters;

   (d) assist the Debtors relating to the ongoing audit by the
       Internal Revenue Service of the Debtors' tax returns for
       the periods ending Dec, 31, 2000 to 2004 and with certain
       other Federal and State audit, assessment, or tax
       examination matters;

   (e) assist the Debtors with property tax matters;

   (f) assist the Debtors with various international assignment
       services; and

   (g) advise and assist the Debtors with the entity
       rationalization and simplification project.

                     Tax Compliance Services

Deloitte Tax will assist the Debtors in the preparation of state
and federal income tax returns for the years ending Dec. 31, 2005,
and Dec. 31, 2006, for more than 400 Debtors and non-Debtor
affiliates.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
informed the Court that a portion of the Tax Compliance Services
will be performed by Deloitte's indirect wholly owned subsidiary,
Deloitte Tax Services India Private Limited.  Deloitte Tax India
will assist Deloitte Tax in preparing the tax returns.

Mr. Cantor disclosed that the Firm's professionals bill:

         Professionals                       Hourly Rate
         -------------                       -----------
         Partner, Principal or Director      $325 - $375
         Senior Manager                      $265 - $325
         Manager                             $230 - $290
         Tax Senior                          $160 - $225
         Tax Staff                           $115 - $173
         Paraprofessionals                   $100 - $113

The Debtors will also reimburse Deloitte Tax for reasonable out-
of-pocket expenses it incurs in relation to the Tax Compliance
Services.

Mr. Cantor assured the Court that the Tax Compliance services
rendered by Deloitte Tax to the Debtors will not duplicate or
overlap with the work of any of the Debtors' other professionals.

Guy S. Johnson, a partner at Deloitte Tax, assured the Court that
his firm holds no interest adverse to the Debtors and their
estates, and is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code.

                       About Calpine Corp.

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


CATALYST LIGHTING: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Catalyst Lighting Group, Inc.
        3000 South Hulen, 124/102
        Fort Worth, Texas 76109

Bankruptcy Case No.: 06-42258

Type of Business: The Debtor manufactures and markets steel and
                  aluminum outdoor lighting poles and accessories,
                  designs made-to-order poles, and completes
                  specification and stress calculations.

                  The Group operates through its wholly owned
                  subsidiary, Whitco Company L.P., which filed for
                  chapter 11 protection on March 15, 2006 (Bankr.
                  N.D. Texas Case No. 06-40721).

Chapter 11 Petition Date: July 25, 2006

Court: Northern District of Texas (Fort Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591
                  Fax: (972) 991-5788

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Laurus Master Fund Ltd.                 $826,168
   825 3rd Avenue 14th
   New York, NY 10022

   Seidler Payable                         $150,000
   515 South Figeroa Street
   Suite 1100
   Los Angeles, CA 90071

   Halliburton Investor Relations           $51,342
   14651 Dallas Parkway
   Suite 800
   Dallas, TX 75254

   Willkie Farr & Gallagher                 $31,000
   787 Seventh Avenue
   New York, NY 10019-6099

   Hein & Associates                        $30,147
   717 17th Street, Suite 1600
   Denver, CO 80202

   Feldman Weinstein LLP                    $21,917

   Alex Rankin                              $10,000

   Roberts & Smaby, P.C.                     $2,464

   Primezone Media Network                   $1,310

   Corporation Service                         $309

   Vintage Filings, LLC                        $146

   Ikon Office Solutions                        $92


CATHOLIC CHURCH: Spokane Status Conference Scheduled on Sept. 6
---------------------------------------------------------------
Judge Patricia C. Williams of the U.S. Bankruptcy Court for the
Eastern District of Washington discussed numerous issues regarding
the progress of the Diocese of Spokane's Chapter 11 case,
including the dispute over the property of the estate, at a
quarterly status conference on July 17, 2006.

Because of Judge Quackenbush's reversal and remand of the
Bankruptcy Court's August 2005 Order, the Diocese asked Judge
Williams for a separate hearing to discuss the ramifications of
the District Court's decision and how to proceed with the case in
light of its Memorandum Opinion and Order dated June 30, 2006.

Judge Williams will hold an overall status conference on Sept. 6,
2006, at 11:00 a.m., continuing into the afternoon as may be
required.

Shaun M. Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller,
LLP, in Spokane, Washington, relates that certain parishes have
submitted discovery responses limited to the five-year period
predating the bankruptcy in relation to the Section 541
litigation.

As a result of the District Court's decision, the Tort Litigants
Committee believes that additional discovery embracing a larger
period of time will be necessary.  Certain affiliated entities
have responded to discovery and the Tort Litigants Committee has
attempted to obtain more adequate responses on an informal basis,
but to no avail.

Mr. Cross notes that the current status of the Section 541
litigation is unclear.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CG MULTIFAMILY: Files Schedules of Assets and Liabilities
---------------------------------------------------------
CG Multifamily-New Orleans, L.P., delivered to the U.S. Bankruptcy
Court for the Eastern District of Louisiana its schedules of
assets and liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property              $85,000,000
  B. Personal Property           $4,381,308
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $66,250,579
  E. Creditors Holding
     Unsecured Priority Claims                          $78,765
  F. Creditors Holding                                 $963,029
     Unsecured Nonpriority
     Claims
                                -----------         -----------
     Total                      $89,381,308         $67,292,373

Headquartered in Charleston, South Carolina, CG Multifamily-New
Orleans, L.P. owns the Saulet Apartments in New Orleans,
Louisiana.  The company filed for chapter 11 protection on
June 12, 2006 (Bankr. E.D. La. Case No. 06-10533).  John M.
Landis, Esq. and Michael Q. Walshe, Jr., Esq., at Stone Pigman
Walther Wittman, LLC, represents the Debtors in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's bankruptcy proceedings.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts between $50 million and $100 million.


CHENIERE LNG: Sabine Action Prompts S&P's Negative Watch
--------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' rating on the
$600 million term loan B bank facility due 2012 at Cheniere LNG
Holdings LLC -- a 100% subsidiary of Cheniere Energy Inc.
(B/Stable/--), the Houston, Texas-based liquefied natural gas
project developer -- on CreditWatch with negative implications.

The CreditWatch placement follows Cheniere Energy's announcement
on July 21, 2006, that CLH's wholly owned limited partnership,
Sabine Pass LNG L.P., has closed an amended and restated
$1.5 billion senior secured credit facility to finance the
proposed expansion of the Sabine Pass LNG terminal to 4 billion
cubic feet (bcf) per day from the original 2.6 bcf/day.

The 'BB' rating incorporates the original $822 million senior
secured credit facility at Sabine Pass LNG.  This increase in
secured debt at Sabine Pass LNG, without commensurate additional
contracted cash flow, will significantly lower debt service
coverage ratios on a consolidated basis.

The only additional cash flows since the original rating will come
from an increase in Chevron's contracted offtake from the project
to 1 bcf/day from 700 million cubic feet (mmcf) per day.

"The additional cash flow that this represents is unlikely to be
sufficient to support the 'BB' rating on the term loan B at CLH,"
said Standard & Poor's credit analyst Swami Venkataraman.  "We
will analyze CLH's new consolidated financial profile, including
the construction risks associated with the proposed expansion at
Sabine Pass, before making a final rating determination on the
term loan B," said Mr. Venkataraman.

The rating reflects these weaknesses:

    * Construction risk in the building of the LNG terminals;

    * Cash flow available for debt service at CLH is subordinated
      to debt service at Sabine Pass;

    * Refinancing risk in 2012, which is expected to be about
      $323 million in the base case scenario;

    * CLH constitutes 100% of Cheniere Energy's currently
      contracted cash flows, which gives Cheniere Energy's
      creditors a strong economic incentive to try to break the
      ring-fencing in the event of a Cheniere Energy bankruptcy;

    * Lack of a prefunded debt service reserve beyond the initial
      reserve for use during construction, which is atypical when
      cash flows are derived from a single project; and

    * While lenders have a security interest in CLH's equity
      ownership in the projects, that equity pledge is subordinate
      to the interests of lenders at Sabine Pass.

These weaknesses are offset at the 'BB' level by these strengths:

    * Expectations of strong and stable cash flows at Sabine Pass
      once it is operating;

    * A fixed-price engineering, procurement, and construction
      contract at Sabine Pass with an experienced builder
      (Bechtel), which minimizes construction risks;

    * Strong ring-fencing protections that insulate CLH's credit
      quality from the rest of the Cheniere Energy organization
      and allow for a three-notch rating differential between CLH
      and Cheniere Energy;

    * A 100% sweep of all excess cash flows from existing Sabine
      Pass contracts to pay down the bank loan;

    * A debt service escrow account, funded from loan proceeds,
      that will cover four years of interest payments on the loan,
      by which time Sabine Pass is expected to commence
      distributions to CLH;

    * The special-purpose nature of CLH, with limitations on other
      business activities, including the ability to incur
      additional debt or support other businesses within the
      Cheniere Energy organization; and

    * Strong expected financial performance if Sabine Pass is
      constructed within cost and time budgets.


CIRTRAN CORP: Projects 30% Increase in Sales for Second Quarter
---------------------------------------------------------------
CirTran Corporation projected reporting a 30% increase in sales
when it files a 10-Q for the second quarter of fiscal 2006 in
August 2006.

Iehab J. Hawatmeh, CirTran's founder, president and CEO, also said
that the company is projecting sales of approximately $2.2 million
for the period ended June 30, 2006, as compared with $1.7 million
for the first quarter, which ended March 31, 2006.

"This growth is particularly noteworthy as CirTran was able to
move forward in a period when many U.S. and international
manufacturing companies suffered through a downturn," Mr. Hawatmeh
said.

The CirTran president and CEO also reported to shareholders on
several aspects of the company's business and finances:

The Evander Holyfield "Real Deal Grill(TM)," said Mr. Hawatmeh, is
expected to go into full production shortly.

He said changes in the product's design, as requested by a food
stylist consultant, are currently being made in the Read Deal
Grill, a year-round indoor consumer electronics product endorsed
by Holyfield.  Mr. Hawatmeh said he anticipates that the design
changes will be submitted over the next week, and that filming of
the infomercial featuring the four-time heavyweight champion of
the world will be filmed in mid-August, after his comeback fight
set for Dallas on August 18th.

The True Ceramic Pro Flat Iron Styling Kit, Mr. Hawatmeh said, was
reintroduced in a marketing program launched nationwide earlier
this week via DRTV.

He said a co-marketing agreement with a value of at least $12
million per year to CirTran (if minimums are met) has been signed
with Media Syndication Global, LLC, a multi-channel consumer
products direct marketing company, to offer the popular the True
Ceramic Pro hair styling kit in the U.S. and overseas.

Following a successful test marketing study conducted by MSG,
CirTran contracted with the New York City-based long-time direct
response industry innovator leader to co-market the True Ceramic
Pro, manufactured in China by CirTran-Asia.  The popular sold-on-
TV product was designed by Advanced Beauty Solutions, LLC  of Los
Angeles, which had generated more than $30 million in sales during
the brief 10-month campaign from 2004 - 2005, from whom CirTran
recently purchased assets, including flat iron and hair dryer
kits, intellectual property, customer lists, a 30-minute
infomercial, and trade secrets, for $2.3 million in bankruptcy
court.

The second installment from Anahop, the private firm that has
committed to a $2 million investment in CirTran, in addition to
its original $1 million investment, is due to make the second
installment at the end of July.  Mr. Hawatmeh said he anticipates
the $200,000 payment will be in cash and on schedule, "as has been
Anahop's practice".

Diverse Media Group, CirTran's newly formed wholly-owned
subsidiary specializing in multi-channel product marketing and
distribution in the direct response and entertainment industries,
is currently in what Mr. Hawatmeh called "final negotiations with
prospective clients in entertainment, vitamins/supplements and
Internet software products," and is hopeful of having its first
contracts signed before the end of this quarter.

In addition, "CirTran also has several other projects which are
heating up with the summer weather," he said. "This includes some
lower volume but higher margin manufacturing at our Salt Lake City
plant, as well as backlog and new projects built by CirTran-Asia."

Headquartered in Salt Lake City, Utah, CirTran Corp. (OTC BB:
CIRT) -- http://www.CirTran.com/-- is an international full-
service contract manufacturer of low to mid-size volume contracts
for printed circuit board assemblies, cables and harnesses to the
most exacting specifications. CirTran's modern 40,000-square-foot
non-captive manufacturing facility -- the largest in the
Intermountain Region - provides "just-in-time" inventory
management techniques designed to minimize an OEM's investment in
component inventories, personnel and related facilities, while
reducing costs and ensuring speedy time-to-market.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 2, 2006,
Hansen, Barnett & Maxwell in Salt Lake City, Utah, raised
substantial doubt about CirTran Corporation's ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the years ended Dec. 31, 2005, and 2004.
The auditor pointed to the Company's losses, negative working
capital, and accumulated deficit.


COLLINS & AIKMAN: Agrees to Give Up Toyota's Equipment by Aug. 31
-----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates sought to
reject forklift leases with Toyota Motor Credit Corporation
effective no later than Aug. 31, 2006.  However, the Debtors are
currently past due for $177,002 under the leases for postpetition
over usage of the equipment through May 1, 2006.

In a stipulation approved by the U.S. Bankruptcy Court for the
Eastern District of Michigan, the Debtors and TMCC have agreed,
among other things, that:

   a. The Debtors will continue to be subject to the terms of the
      Adequate Protection Order as to each unit of Equipment
      until the Leases are rejected;

   b. The Debtors will pay TMCC the outstanding balances due for
      $177,002 without further delay;

   c. The Debtors will provide TMCC all information necessary to
      determine the Postpetition Over Usage for the Equipment
      through June 30, 2006;

   d. The Debtors will promptly notify TMCC in writing of when a
      unit of Equipment has been replaced or the plant at which
      the unit of Equipment is located has been closed so that
      the unit can be recovered by TMCC;

   e. The Debtors will surrender all items of Equipment to TMCC
      no later than August 31, 2006;

   f. A unit of Equipment will be deemed surrendered by the
      Debtors upon written notification from the Debtors to TMCC
      that TMCC is authorized to pick up the Equipment at the
      Debtors' relevant facility; and

   g. Each Lease will be deemed rejected pursuant to Section 365
      of the Bankruptcy Code effective as of the earlier of: (1)
      the date the Debtors surrender the Equipment under the
      Lease; or (2) August 31, 2006.

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)


COMMUNICATIONS CORP: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Communications Corporation of America and its debtor-affiliates,
delivered to the U.S. Bankruptcy Court for the Western District of
Louisiana their schedules of assets and liabilities, disclosing:

                       Communications Corporation
                       --------------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property         $170,332,898
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,348,118
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                               $1,955,719
     Unsecured Nonpriority
     Claims
                               ------------        ------------
     Total                     $170,332,898        $373,303,837


                             ComCorp Holdings
                             ----------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property         $170,180,245
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,348,118
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding
     Unsecured Nonpriority
     Claims
                               ------------        ------------
     Total                     $170,180,245        $371,348,118


                          ComCorp Broadcasting
                          --------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property         $173,530,603
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,737,517
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                 $350,590
     Unsecured Nonpriority
     Claims
                               ------------        ------------
     Total                     $173,530,603        $372,088,107

                            ComCorp of Texas
                            ----------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                 $874,558
  B. Personal Property          $67,610,146
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,348,118
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                 $637,542
     Unsecured Nonpriority
     Claims
                                -----------        ------------
     Total                      $68,484,704        $371,985,660


                           ComCorp of Baton Rouge
                           ----------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property          $23,562,110
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,348,118
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                 $241,874
     Unsecured Nonpriority
     Claims
                                -----------        ------------
     Total                      $23,562,110        $371,589,992

                              ComCorp of Bryan
                              ----------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property           $1,978,369
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,348,118
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                  $24,772
     Unsecured Nonpriority
     Claims
                                 ----------        ------------
     Total                       $1,978,369        $371,372,890

                              ComCorp of El Paso
                              ------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $1,332,285
  B. Personal Property          $19,462,568
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,348,118
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                 $312,631
     Unsecured Nonpriority
     Claims
                                -----------        ------------
     Total                      $20,794,853        $371,660,749


                           ComCorp of Louisiana
                           --------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                 $234,133
  B. Personal Property          $18,309,365
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,348,118
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                 $149,159
     Unsecured Nonpriority
     Claims
                                -----------        ------------
     Total                      $18,543,498        $371,497,277

                              ComCorp of Tyler
                              ----------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $1,040,900
  B. Personal Property          $14,230,981
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,348,118
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                 $196,914
     Unsecured Nonpriority
     Claims
                                -----------        ------------
     Total                      $15,271,881        $371,545,032


                              ComCorp of Indiana
                              ------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property          $21,544,821
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,348,118
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                 $197,048
     Unsecured Nonpriority
     Claims
                                -----------        ------------
     Total                      $21,544,821        $371,545,166

ComCorp of Monroe and ComCorp of Lafayette both reported $0 in
total assets and $371,348,118 in total liabilities.

             About Communications Corp. of America

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


COMPLETE RETREATS: Wants to Pay for Potential Lenders' Expenses
---------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut for authority to
advance up to $400,000 to cover due diligence and related expenses
of potential postpetition lenders.

The Debtors are seeking up to $85,000,000 in postpetition
financing.  Holly Felder Etlin, the Debtors' chief restructuring
officer, relates that the Debtors have recently received non-
binding term sheets from potential postpetition lenders and
intend to negotiate with two of them, if possible, to obtain the
best available terms.

As a condition to pursuing a financing arrangement with the
Debtors, Ms. Etlin says every potential lender has required that
the Debtors advance funds to pay their expenses incurred in
gathering and reviewing information to enable them to finalize a
financing proposal.  Unless and until the funds are advanced,
potential lenders will not begin their due diligence in earnest.

Ms. Etlin tells the Court that the maximum amount the Debtors
would be required to pay is reasonable and relatively small when
compared to both the amount of the likely postpetition facility
itself and the amount that they expect to save in interest,
costs, and fees by negotiating a postpetition facility on the
most favorable terms.

Moreover, parties-in-interest will be afforded an opportunity to
object to the specific terms and conditions contained in any
postpetition credit agreement.

The Debtors have secured a short-term $10,000,000 postpetition
revolving line of credit with The Patriot Group, LLC, to give
them some time to secure a longer-term DIP financing arrangement.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates 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.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they did not provide an estimate
of their assets but disclosed $308,000,000 in total debts.
(Complete Retreats Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COMPLETE RETREATS: Inks $10 Mil. DIP Financing Pact with Patriot
----------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates have entered into
a short-term postpetition financing to satisfy immediate liquidity
needs.

The Patriot Group LLC has agreed to provide the Debtors with a
$10,000,000 postpetition revolving line of credit to give them
some time to secure a longer-term DIP financing arrangement.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
District of Connecticut to approve the DIP Credit Agreement, dated
July 23, 2006, with Patriot, as lender and agent, and LLP
Mortgage, Ltd., as lender.  LLP Mortgage is the assignee of Beal
Bank, S.S.B.

A full-text copy of the DIP Credit Agreement is available at no
charge at http://researcharchives.com/t/s?e6a

The Debtors will use $1,480,000 of the DIP loan proceeds to repay
an advance made by Patriot shortly before the Petition Date.  The
remainder will be used to pay costs and expenses associated with
the operation of the Debtors' business and in administering their
Chapter 11 cases.

The parties contemplate that by September 15, 2006, the Debtors
will have secured an $85,000,000 DIP financing facility from a
third-party lender to repay in full the Debtors' prepetition loan
obligations, certain third-party secured debt, and the DIP
Facility.

The Debtors have prepared a 13-week budget, which the DIP Lenders
approved.  A copy of a 10-week portion of the budget is available
at no charge at http://researcharchives.com/t/s?e6b

The Debtors believe that the Budget is achievable and would allow
them to operate without accruing administrative expenses that
they will not be able to pay.

Extensions or modifications of the Budget would be permitted with
the DIP Lenders' written approval.

                        Security Interest

To secure repayment of the DIP Loan, the Debtors will provide the
DIP Lenders with:

   -- a perfected, first priority, senior priming lien on the
      collateral subject to the existing liens of Patriot and LLP
      Mortgage;

   -- a perfected, first priority lien on their unencumbered
      assets; and

   -- a perfected, second priority lien on any already encumbered
      assets; and

   -- a superpriority administrative claim.

The DIP Liens will be subject to a $1,100,000 carve-out for
professional fees, and fees payable to the U.S. Trustee and the
Clerk of Court.

                    Interest & Other Payments

Each loan advance will incur a non-default interest rate at 1-
Month LIBOR applicable at the time of the Advance plus 6% per
annum on the basis of a 360-day year, and will be assessed for
the actual number of days elapsed on the amount of Advances
outstanding.  Interest will be payable monthly in cash in arrears
on the first business day of each month, commencing Aug. 1, 2006.

The default rate of interest would be the Non-Default Interest
Rate plus 3%.

The Debtors will also pay all reasonable out-of-pocket costs and
expenses of the DIP Lenders in connection with the:

   (i) negotiation, preparation, execution, and delivery of the
       DIP Financing Agreement documentation and the funding of
       the DIP Financing Agreement;

  (ii) enforcement or protection of any of the Lenders' claims,
       rights, and remedies under the DIP Financing Agreement or
       Patriot's loans to the Debtors;

(iii) administration of the DIP Financing Agreement and any
       amendment or waiver of any provision of the DIP Facility
       documentation; and

  (iv) these bankruptcy cases.

The Debtors agree to indemnify and hold the DIP Lenders harmless
from claims or liabilities related to the DIP financing.

                          Maturity Date

The DIP loan will mature on the earliest of:

   (a) September 30, 2006;

   (b) the effective date of a plan of reorganization concerning
       any Debtor; or

   (c) the date on which an Event of Default occurs.

All amounts outstanding and any other obligations of the Debtors
under the DIP Financing Agreement would be due and payable in
full on the Maturity Date, and no further advances may be drawn.

Events of Default include:

     * failure of the Bankruptcy Court to enter the Interim Order
       on or before July 28, 2006;

     * failure of the Bankruptcy Court to enter the Final Order
       on or before the earlier of August 31, 2006, or the 30th
       day after the entry of the Interim Order;

     * the Debtors' failure to:

       (1) provide the DIP Lenders with an executed financing
           commitment for a New DIP facility, in form and
           substance acceptable to the Lenders, with a third-
           party lender, by August 31, 2006; and

       (2) file with the Bankruptcy Court a motion of approval
           for the New DIP Facility Commitment by September 10,
           2006.

The Debtors are also barred from pursuing consolidation or merger
with another entity.

                        Sale of DR Abaco

As a condition to funding, the Debtors will attempt to sell
certain non-core assets or properties owned by Debtor Private
Retreats Nevis, LLC, and non-debtor DR Abaco, LLC.

Prior to the Petition Date, Patriot exercised its rights under
its prepetition agreements with the Debtors and took over control
and management of DR Abaco.  Pursuant to the DIP Financing
Agreement, the Debtors will file a voluntary Chapter 11
bankruptcy petition for DR Abaco in the near future.

However, upon the filing of a bankruptcy petition for DR Abaco,
the failure of DR Abaca to become a Patriot Debtor subject to
Patriot's DIP Lien and Patriot's Superpriority Claim will
constitute an Event of Default.

Patriot is represented in the Debtors' cases by David M.
Fournier, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware.

Gregory G. Hesse, Esq., at Jenkens & Gilchrist, PC, in Dallas,
Texas, represents LLP Mortgage.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates 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.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they did not provide an estimate
of their assets but disclosed $308,000,000 in total debts.
(Complete Retreats Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COMPLETE RETREATS: Wants Access to Patriot & LPP Cash Collaterals
-----------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Connecticut in
Bridgeport to use their lenders' cash collateral.

Before their bankruptcy filing, the Debtors obtained financing
under two credit agreements:

                                                   Amount
                                                 Outstanding
     Credit Facility                           at Petition Date
     ---------------                           ----------------
     $50,600,000 Amended and Restated             $25,600,000
     Loan Agreement with The Patriot Group

     $28,500,000 Loan Agreement with              $27,600,000
     LPP Mortgage Ltd., assignee of
     Beal Bank, S.S.B.

The Debtors' obligations under the Patriot Loan Agreement are
secured by a first-priority security interest in certain of the
Debtors' real estate assets, as well as all of their other
tangible and intangible property.  The obligations under the LPP
Loan Agreement are secured by a first-priority security interest
in several of the real estate assets not included in the Patriot
Loan Agreement.

In addition, certain of the Debtors' real estate assets are
subject to mortgages in favor of other lenders:

     Secured Lender      Property Location      Mortgage Amount
     --------------      -----------------      ---------------
     Cabo Resort         Cabo San Lucas, Mexico    $3,000,000
     Investing, LLC

     R.E. Loans LLC      Ketchum, Idaho            $1,400,000

     D.G. Capital, LLC   Maui, Hawaii              $2,900,000

Because the Debtors filed for bankruptcy, absent court authority
pursuant to Section 363(c) of the Bankruptcy Code, the Debtors
have no right to use their prepetition lenders' cash collateral.

"The Debtors need access to cash collateral in order to
effectively continue to operate their business.  The Debtors
would use cash collateral to meet many of their obligations going
forward, including, among others, obligations to employees,"
Holly Felder Etlin, the Debtors' chief restructuring officer,
tells the Court.  Ms. Etlin is a principal at XRoads Solutions
Group, LLC, the Debtors' crisis managers.

If the Debtors are not permitted to do so, Ms. Etlin continues,
their business could be irreparably harmed to the detriment of
their estates, creditors, and other parties-in-interest.

To the extent the prepetition Lenders' liens on and security
interests in the Collateral or any other form of adequate
protection of the Lenders' interests is insufficient as a result
of diminution to satisfy all Prepetition Obligations, the Debtors
propose to grant the Lenders a priority claim under Section
507(b) to the extent of any deficiency.

The Debtors will also pay monthly to the Lenders (i) the
reasonable attorney's fees and expenses incurred by Lenders in
connection with their cases and the Existing Loans and (ii)
accrued interest on the Existing Loans.

To the extent parties-in-interest challenge the extent, priority,
avoidability, or enforceability of the Debtors' prepetition
obligations or the liens granted to the prepetition Lenders, the
Debtors ask the Court to require those parties, including any
official committee appointed in their cases, to file any
objections or complaints within 60 days from the committee's
formation or, if no committee is formed within 30 days of the
Petition Date, until 75 days after the Petition Date.

If no Objection is timely filed, or if an Objection is timely
filed but denied, (i) the prepetition obligations will be deemed
allowed in full and Lenders' prepetition liens will be deemed
valid and non-avoidable.  The Lenders will also be deemed
discharged from claims and causes of action related to or arising
out of the prepetition credit agreements.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates 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.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they did not provide an estimate
of their assets but disclosed $308,000,000 in total debts.
(Complete Retreats Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CONTINENTAL AIRLINES: Earns $198 Million in Second Quarter
----------------------------------------------------------
Continental Airlines reported second quarter 2006 net income of
$198 million, a significant improvement over its second quarter
2005 net income of $100 million.  Excluding special charges,
Continental recorded net income of $208 million.

Operating income in the second quarter of 2006 was $244 million,
more than double that of the second quarter of 2005, in spite of
fuel price increases costing over $200 million and including a
$60 million accrual for employee profit sharing.

"Our plan is working and as a result, everyone wins," said Larry
Kellner, chairman and chief executive officer.  "Employees win
with profit sharing and stock option gains, customers win with
award winning service as reflected by the J.D. Power award and
stockholders win with profitability."

During the quarter, ExpressJet notified Continental that
ExpressJet intends to retain all 69 regional jet aircraft covered
by Continental's previously announced withdrawal notice under the
capacity purchase agreement with ExpressJet.  Continental expects
to replace between 40 and 50 of those regional jets, and has no
current plans to replace the remainder.  Continental is in
advanced discussions to have an operator provide the capacity that
it has chosen to replace, at competitive rates under a capacity
purchase arrangement.

Other than the 40 to 50 regional jet aircraft that Continental
expects a third party to acquire and operate to partially replace
the 69 withdrawn ExpressJet aircraft, and two Boeing 777 aircraft
that Continental will take delivery of in early 2007, Continental
will not take any new aircraft deliveries in 2007.  As a result,
the carrier anticipates growing its mainline capacity
approximately 5 percent and its consolidated capacity between 3
percent and 4 percent in 2007.

               Second Quarter Revenue and Capacity

Passenger revenue for the quarter increased 23.1 percent
($606 million) over the same period in 2005, to $3.2 billion, with
double digit percentage growth in each mainline geographic region
and in regional jet operations.  Additional traffic, both domestic
and international, and several fare increases produced
significantly higher revenue for the company.  Consolidated
passenger revenue per available seat mile (RASM) for the quarter
increased 11.0 percent year-over-year due to increased yields and
record load factors.

Consolidated revenue passenger miles (RPMs) for the quarter
increased 15.2 percent year-over-year on a capacity increase of
10.9 percent, resulting in a record consolidated load factor for
the quarter of 82.7 percent, 3.1 points above the same period in
2005. Consolidated yield increased 6.9 percent year-over-year.

Mainline RPMs in the second quarter of 2006 increased 14.3 percent
over the second quarter 2005, on a capacity increase of 10.8
percent.  Mainline load factor was a record 82.9 percent, up 2.5
points year-over-year.  Continental's mainline yields during the
quarter increased 6.3 percent over the same period in 2005.

During the quarter, Continental continued to maintain domestic
length-of-haul adjusted yield and RASM premiums to the industry.

                    Operational Accomplishments

Continental won several major awards in the quarter, including
receiving the highest rank in customer satisfaction among network
carriers in North America in the J.D. Power and Associates 2006
Airline Satisfaction Index Study(SM).

The airline also won OAG's "Best Airline Based in North America"
for the third year in a row and "Best Executive/Business Class"
for the fourth year in a row at the OAG Airline of the Year Awards
2006.  In addition, Continental received Priority Pass' "Lounge of
the Year" for its Terminal E Presidents Club at Houston Bush
Intercontinental Airport for the second consecutive year.

In July, Continental won the Operations award at Airline Business
magazine's Airline Strategy Awards 2006.  The company was selected
for a combination of reasons, including the excellent operations
it has developed at its two main hubs: Houston and New
York/Newark.

"Our co-workers continue to deliver the best product in the
business," said Jeff Smisek, president.  "As we continue to grow,
we are also adding solid year-over-year unit revenue gains,
driving excellent revenue growth."

Continental's employees continued to work together to deliver a
systemwide mainline completion factor of 99.8 percent and operate
23 days without a single mainline cancellation in spite of
disruptive weather at its Houston and New York area hubs.  The
company recorded a U.S. Department of Transportation on-time
arrival rate of 71.5 percent during the quarter, which was
impacted by the weather as well as air traffic control ground
delay programs and record load factors.

The company continued its ongoing international expansion during
the quarter, inaugurating three new European routes. Continental
began nonstop service between its New York hub at Newark Liberty
International Airport and Barcelona, Spain; Cologne, Germany; and
Copenhagen, Denmark.  Continental serves more nonstop
transatlantic destinations from the New York area than any other
carrier, with service to 28 cities in 15 countries.

Continental signed new, five-year agreements with Expedia, Inc.,
Sabre Travel Network, Travelocity, Galileo and Cheap Tickets
during the quarter, under which Continental's full range of
products and services, including all fares and inventory, are
marketed through their related sites and systems.

Sales at continental.com continued to be strong in the second
quarter, up 55 percent over the second quarter 2005. The company
is on target to achieve $3 billion of sales on continental.com
this year.

Continental unveiled a new animal kennel facility at its Houston
hub at George Bush Intercontinental Airport, the first airline-
owned kennel on airport property in the United States.  This new
service will be offered to the carrier's four-legged customers
that utilize the carrier's acclaimed PetSafe service.

               Second Quarter Financial Results

Continental's mainline cost per available seat mile (CASM)
increased 8.1 percent in the second quarter compared to the same
period last year, primarily due to record high fuel prices.  CASM
decreased 1.5 percent holding fuel rate constant, excluding
employee profit sharing accruals and special charges.

"After five years of challenges and hard work, it's great to see a
pay-off for everyone's efforts," said Jeff Misner, executive vice
president and chief financial officer.  "But, even with all the
progress made, we must continue our focus on eliminating
unnecessary costs."

Mainline fuel costs for the quarter increased $216 million over
the second quarter of 2005, primarily due to a 26.4-percent
increase in fuel prices compared to the same period last year.
During the quarter, the price of West Texas Intermediate crude
oil closed at a peak of $75.17 per barrel on April 21, 2006, with
Gulf Coast jet fuel closing at a high of $93.39 per barrel on
June 9, 2006.

Continental hedged approximately 25 percent of its expected fuel
requirements for the second quarter of 2006, resulting in an
$11 million benefit.  In addition, using crude oil swaps, the
company has hedged approximately 33 percent of fuel requirements
for the third quarter with an average swap price of $73.18 per
barrel and 13 percent for the fourth quarter with an average swap
price of $75.49 per barrel.

Continental continued to improve the fuel efficiency of its fleet,
completing the installation of winglets on 157 aircraft to date.
Winglets reduce drag on an aircraft's wings, increasing fuel
efficiency by up to five percent.

By year-end, the company expects to have improved fuel efficiency
by nearly 25 percent per available seat mile as compared to 1998,
as a result of several factors, including fleet modernization,
implementation of fuel-saving technology like winglets and
improved operating procedures.

During the second quarter, wages, salaries and related costs
increased 14.6 percent (5.4 percent excluding employee profit
sharing) over the second quarter 2005.  Continental anticipates
that its employees will benefit from profit sharing for 2006 and
has accrued $60 million of employee profit sharing expense through
the first six months of 2006.

During the second quarter, Continental recorded net special
charges of $10 million, consisting of a $14 million settlement
charge related to lump-sum payments to retiring pilots and a $4
million reduction of previous charges related to permanently
grounded MD-80 aircraft.

Continental ended the second quarter with approximately
$2.5 billion in unrestricted cash and short-term investments.

                      Other Accomplishments

Continental contributed $91 million to its employee pension plans
during the quarter, and also contributed an additional $75 million
to the plans in July.  Since the beginning of 2002, Continental
has contributed over a billion dollars to its employee pension
plans.

Employees have also benefited from stock options issued in
connection with pay and benefit cost reductions.  At the end of
the second quarter, the realized and unrealized gains from these
options were in excess of $150 million.

In June, Continental ordered 10 additional Boeing 787 Dreamliner
aircraft, bringing to 20 the total number of 787s the company has
ordered from The Boeing Company.  Continental is the largest U.S.
customer for Boeing's newest widebody aircraft. The company also
announced an order for 24 more Boeing Next-Generation 737
aircraft.

In June, the company completed a refinancing secured by most of
its spare parts inventory, which allowed it to pre-pay higher
interest rate debt of $292 million that would have been due in
December 2007.  The new debt, which matures in 2013, will save the
company approximately $3 million annually as compared to the pre-
paid debt.

In early July 2006, Continental received $156 million from the
sale of approximately 7.5 million shares of common stock of Copa
Holdings (NYSE: CPA). The company still holds approximately
4.4 million shares or a 10 percent interest.  Continental will
record a gain of $92 million on the sale during the third quarter
of 2006.

In July, Continental also closed a $394 million secured term loan
facility to finance the acquisition of six new Boeing 737-800 and
two new Boeing 777-200 aircraft and now has attractive committed
financing for all of its new aircraft deliveries through 2007.


                   About Continental Airlines

Continental Airlines (NYSE: CAL) -- http://continental.com/--  
is the world's fifth largest airline.  Continental, together with
Continental Express and Continental Connection, has more than
3,200 daily departures throughout the Americas, Europe and Asia,
serving 154 domestic and 138 international destinations.  More
than 400 additional points are served via SkyTeam alliance
airlines.  With more than 43,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 61 million passengers
per year.  Continental consistently earns awards and critical
acclaim for both its operation and its corporate culture.

                          *     *     *

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

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


CORNELL TRADING: Wants to Use Cash Collateral Until Aug. 31
-----------------------------------------------------------
Cornell Trading, Inc., asks the U.S. Bankruptcy Court for the
District of Massachusetts for permission to use cash collateral
securing repayment of its indebtedness to KeyBank, N.A., to wind
down its affairs, until Aug. 31, 2006.

Brendan C. Recupero, Esq., at Craig and Macauley, P.C., in Boston,
Massachusetts, recalls that both before and after the Debtor filed
for bankruptcy, it engaged in extensive negotiations with its
prepetition secured lender, KeyBank, N.A., regarding additional
funding, then the use of KeyBank's cash collateral and the
possibility of obtaining additional financing during the pendency
of its chapter 11 case.  After around two months of negotiation
for the use of cash collateral on weekly basis and a longer term
arrangement, KeyBank decided that it would not longer assent to
the use of its cash collateral.

At the hearing before the Court on February 27, 2006, the Debtor
represented that it would not seek the continued use of cash
collateral over the objection of KeyBank and, absent a change in
circumstances, would likely file a motion to convert the Debtor's
case to a proceeding under chapter 7 of the Bankruptcy Code.  On
February 28, 2006, without the means to pay administrative
expenses after that date, the Debtor laid-off its remaining
employees and closed its retail operations.

On March 3, 2006, KeyBank entered into an arrangement whereby its
senior secured debt was sold to a joint venture comprised of SB
Capital Group, LLC, Tiger Capital Group, LLC and CT Acquisition
LLC, an affiliate of the Debtor.  These holders indicated to the
Debtor their willingness to permit the continued use of cash
collateral in order to permit an orderly liquidation of the
Debtor's assets.  On March 28, 2006, the Court allowed the Debtor
to use the cash collateral at the Debtor's behest and with the
consent of the Holders.

The Debtor, then, sold its entire inventory and certain designated
furniture, fixtures and equipment through store closing sales.
Under separate Court orders, the Debtor has assumed and assigned
eleven of its leases of nonresidential real property.  With the
sole exception of the Debtor's lease of its headquarters in
Williston, Vermont, all of its leases of non-residential real
estate, not otherwise assumed and assigned, have been rejected.
As a result, the Debtor has ceased operations, is no longer
conducting its retail business and is in the process of winding up
its affairs, by among other things processing and filing state
sales tax returns and terminate employee benefit plans.

Under the latest Cash Collateral Order, the Debtor can use the
cash collateral until July 13, 2006.  Mr. Recupero asserts that
the Debtor requires the continued use of cash collateral beyond
the outside termination date of July 31, 2006, in order to
continue the wind-down of its affairs.

The proposed budget on the use of the cash collateral is available
for free at http://ResearchArchives.com/t/s?e67

Headquartered in Williston, Vermont, Cornell Trading, Inc. --
http://www.aprilcornell.com/-- sells women's and children's
apparel including dresses, skirts, blouses, and sleepwear.
Cornell also offers books and housewares like table linens,
placemats and napkins, bedding, and dolls and stuffed animals.
The Company filed for chapter 11 protection on January 4, 2006
(Bankr. D. Mass. Case No. 06-10017).  Christopher J. Panos, Esq.,
at Craig & Macauley, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated debts and assets between
$10 million to $50 million.


CORPORATE AND LEISURE: Section 341(a) Meeting Set for August 1
--------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Corporate
and Leisure Event Productions, Inc.'s creditors at 5:00 p.m., on
August 1, 2006, at the U.S. Trustee Meeting Room, 230 North First
Avenue, Suite 102 in Phoenix, Arizona.  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 Tucson, Arizona, Corporate and Leisure Event
Productions, Inc., and four of its affiliates filed for chapter 11
protection on June 16, 2006 (Bankr. D. Ariz. Case No. 06-01797).
Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., represents
the Debtors.  When the Debtors filed for protection from their
creditors, they estimated consolidated assets and liabilities
between $10 million and $50 million.


CORPORATE AND LEISURE: Schedules Show Zero Dollar Amounts
---------------------------------------------------------
Corporate and Leisure Event Productions, Inc., submitted its
Schedules of Assets and Liabilities and Statement of Financial
Affairs to the U.S. Bankruptcy Court for the District of Arizona.

The Debtor's Schedules and Statements lists amounts as either
"Unknown" or have a dollar figure of zero.  The Debtor says that
when it filed for chapter 11 protection, it did not have access to
its books and records.  The Debtor relates that it has already
requested Mr. Peter S. Davis to turn over the said information.

Mr. Davis is the Debtor's Receiver appointed on May 8, 2006, by
the Superior Court of Arizona, Maricopa County.

The Debtor says that once the information has been turned over, it
will amend the Schedules and Statements to provide complete
answers.

Headquartered in Tucson, Arizona, Corporate and Leisure Event
Productions, Inc., and four of its affiliates filed for chapter 11
protection on June 16, 2006 (Bankr. D. Ariz. Case No. 06-01797).
Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., represents
the Debtors.  When the Debtors filed for protection from their
creditors, they estimated consolidated assets and liabilities
between $10 million and $50 million.


CSK AUTO: S&P Lowers Rating on $100 Million Senior Notes to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to CSK Auto Inc.'s $450 million term facility.  The loan
was rated 'B+' (at the same level as the corporate credit rating
on CSK) with a recovery rating of '2', indicating the expectation
for substantial (80%-100%) recovery of principal in the event of a
payment default.  These ratings were placed on CreditWatch with
negative implications in conjunction with the other existing
ratings on the company.

Standard & Poor's also lowered its rating on the company's
$100 million 4.625% senior exchangeable notes due 2025 to 'B-'
from 'B+', reflecting the significant amount of secured debt ahead
of it.  The 'B-' rating remains on CreditWatch with negative
implications.

The 'B+' corporate credit rating on Phoenix, Arizona-based CSK
Auto also remains on CreditWatch with negative implications,
reflecting the risks of the company's ongoing internal
investigation, the lack of recent audited financial statements,
and plans to restate results in prior-year periods.  The 'B+'
rating was initially placed on CreditWatch with negative
implications on June 21, 2006.  The CreditWatch listing will be
resolved once the company concludes its investigation and is
closer to filing its financial statements.  Ratings could be
lowered if the company uncovers new material accounting errors,
defaults on any of its bank facility covenants, or if the company
loses significant market share such that credit metrics are
weakened.

                             Ratings List

CSK Auto Inc.
  Corporate credit rating    B+/Watch Neg/--

Assigned Ratings
  $450M secd term loan       B+/Watch Neg
     Recovery rtg            2/Watch Neg

Revised Rating               To             From
  $100M 4.625% sr exch nts   B-/Watch Neg   B+/Watch Neg


CYBERCARE INC: Plan Confirmation Hearing Postponed to Aug. 16
-------------------------------------------------------------
In connection with the proposed merger of CyberCare, Inc., and US
Sustainable Energy Corporation, CyberCare will apply to resume
trading in its stock after completion of its bankruptcy case.
Confirmation of CyberCare's Plan of Reorganization is currently
scheduled for Aug. 16, 2006, postponed from July 25, 2006.

As reported in the Troubled Bankruptcy Reporter on June 21, 2006,
following confirmation of its bankruptcy Plan, CyberCare will
change its name and apply for a new trading symbol.  The Company
expects to close the merger transaction with CyberCare within 10
to 12 business days after confirmation.

As part of its plan, CyberCare also proposes a 1 for 10 reverse
split of its outstanding common stock.  Under the Plan, CyberCare
will also issue 100 million restricted shares for the acquisition
of US Sustainable Energy Corporation.  Upon effecting the
restructuring of CyberCare, the Company will re-issue the reversed
CYBR shares, as well as the 100 million shares of restricted stock
issued for the acquisition under the new symbol with the new
company name, US Sustainable Energy Corporation.

The Company's technologies are expected to include the rights to
the certain patents and intellectual property currently contained
in EarthFirst Technologies, Inc. (OTCBB: EFTI).  Under
EarthFirst's planned merger with Cast-Crete Corporation,
EarthFirst/Cast-Crete will become the co-proponent of the Plan of
Reorganization of CyberCare.  After the merger with Cast-Crete and
CyberCare's emergence from reorganization, EarthFirst/Cast-Crete
intends to combine the existing energy technologies with
CyberCare's technology assets.  The surviving entity will be known
as U.S. Sustainable Energy Corporation -- http://www.ussec.com/

Headquartered in Tampa, Florida, CyberCare, Inc., f/k/a Medical
Industries of America, Inc. (PINKSHEETS: CYBR) is a holding
company that owns service businesses, including a physical therapy
and rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When the Debtors filed for protection from
their creditors, they listed $5,058,955 in assets and $26,987,138
in debts.


DANA CORP: U.S. Trustee Appoints Timken to Official Committee
-------------------------------------------------------------
The U.S. Trustee appointed The Timken Company to the Official
Committee of Unsecured Creditors replacing Metaldyne Company LLC.

The Creditors Committee currently consists of:

     (1) Wilmington Trust Company
         520 Madison Avenue, 33rd Floor
         New York, New York 10022
         Attn: James J. McGinley
         Tel. No. (212) 415-0522

     (2) P. Schoenfeld Asset Management LLC
         1330 Avenue of the Americas, 34th Floor
         New York, New York 10019
         Attn: Peter Faulkner
         Tel. No. (212) 649-9542

     (3) Sypris Technologies, Inc.
         101 BullittLane, Suite 450
         Louisville, Kentucky 40222
         Attn: John R. McGeeney, General Counsel
         Tel. No. (502) 329-2000

     (4) The Timken Company
         1835 Dueber Avenue, S.W.
         Canton, Ohio 44706-0927
         Attn: John Skurek, Vice President - Treasury
         Tel. No. (330) 471-4636

     (5) Eaton Corporation
         1111 Superior Avenue
         Cleveland, Ohio 44114
         Attn: William T. Reiff
         Tel. No. (216) 523-0566

     (6) International Union, United Automobile, Aerospace and
            Agricultural Implement Workers of America
         8000 East Jefferson Avenue
         Detroit, Michigan 48214
         Attn: Niraj R. Ganatra, Associate General Counsel
         Tel. No. (313) 926-5216

     (7) Julio Gonzalez, Jr., Special Administrator of the
            Estate of Julio Gonzalez, deceased
         103 Chipola Road
         Cocoa Beach, Florida 32931
         c/o John Cooney, Esq.
         Cooney and Conway
         120 North LaSalle, 30th Floor
         Chicago, Illinois 60602
         Tel. No. (312) 236-6166

                      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: Asks Court to Deny H.E. Services' Lift Stay Plea
-------------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to deny
H.E. Services Company's request to lift the automatic stay.

H.E Services filed a prepetition complaint alleging, inter alia,
breach of contract, promissory estoppel, misrepresentation, and
civil rights violations against Delphi Corporation.  To continue
prosecuting its claim in the District Court of the Eastern
District of Michigan, H.E. Services sought to lift the stay.

At a June 19, 2006 Omnibus Hearing, the Bankruptcy Court stated
"that there's a reasonable likelihood that the [D]ebtors will
prevail on the [M]otion."

Nonetheless, the Bankruptcy Court treated the Omnibus Hearing as a
preliminary hearing because H.E. Services argued for the first
time during that hearing that the discrimination aspect of its
commercial litigation suit amounted to a personal injury tort
claim under Section 157(b)(5)2 of the Judiciary Code.  H.E.
Services argued that the Bankruptcy Court did not have
jurisdiction to adjudicate the matter.

Due to of H.E. Services' new argument, the Bankruptcy Court
refrained from making a final determination on the matter and
stated that the decision of the U.S. Court of Appeals for the
Second Circuit in Sonnax Indus. v. Tri Component Prods. Corp. (In
re Sonnax Indus.), 907 F.2d 1280, 1285 (2d Cir. 1990), might be
applicable.

Courts in the Second Circuit consider 12 factors, delineated in
the Sonnax decision, to determine whether cause exists to lift or
modify the automatic stay.

Judge Drain said the new argument raised the specter that the
fourth Sonnax factor -- whether a specialized tribunal with the
necessary expertise has been established to hear the cause of
action -- might be applicable.  Judge Drain held that the rule
might not be dispositive given the status of the Debtors' case.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, contends that a careful review of the law in this
jurisdiction shows that H.E. Services cannot satisfy the fourth
Sonnax factor.  Mr. Butler explains that courts in the Southern
District of New York have stated that a discrimination claim is
not a personal injury tort under Section 157(b)(5), and thus,
that the Bankruptcy Court is not precluded from hearing the case.

The discrimination allegations merely arise out of the business
dealings between H.E. Services and Delphi, Mr. Butler points out.
In contrast, the discrimination cases that H.E. Services cites
are personal discrimination cases -- discrimination in an
employer-employee relationship.

The Debtors have also previously argued that the continuation of
the H.E. Services' $100,000,000 civil rights lawsuit will directly
affect them and their estates.  The Debtors contended that they
have no insurance coverage for this matter and thus, all costs
associated with defending the action and any liability that may
arise as a result of it would be borne directly by the Debtors'
estates.

Based in Troy, Mich., Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Says NuTech Failed to Justify Lift Stay Request
------------------------------------------------------------
NuTech Plastics Engineering, Inc. has not shown adequate cause to
lift the automatic stay, John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, argues.
NuTech wants to establish liability on its general, unsecured
proof of claim for $13,957,130 in breach-of-contract damages, by
continuing its prepetition litigation against debtor Delphi
Automotive Systems USA, LLC, and General Motors Corp. in a
different forum.

NuTech had argued that Delphi and GM breached their contract by
failing to purchase parts as agreed.  Delphi and GM also failed to
remove equipment from NuTech necessary for to produce the parts.
NuTech had increased its manufacturing capability to satisfy
Delphi and GM's an anticipated production demands.

Mr. Butler asserts that the U.S. Bankruptcy Court for the Southern
District of New York should deny NuTech's request because, among
other reasons, its contract claim should be resolved through an
orderly claims adjudication process with all other general
unsecured claims.  The Debtors have no insurance coverage for
NuTech's claim and they should not be unnecessarily distracted
from the reorganization process, says Mr. Butler.

To permit adjudication of NuTech's claims at this time would
improperly prefer NuTech over other holders of disputed,
unliquidated claims and would encourage other similarly situated
parties to follow suit, Mr. Butler notes.

Mr. Butler asserts that in light of the significant issues
currently facing the Debtors, they simply should not be forced to
litigate prepetition claims now with NuTech or any other similarly
situated claimant.

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)


DOMINO'S PIZZA: Equity Deficit Widens to $609 Mil. at June 18
-------------------------------------------------------------
Domino's Pizza, Inc., disclosed results for the second quarter
ended June 18, 2006.

Revenues were down 5.5% for the second quarter compared to the
prior year period, due primarily to lower domestic distribution
revenues.  Distribution revenues decreased 9.7% because of lower
food prices, primarily cheese, and lower volumes due to a decrease
in domestic franchise same store sales.  The average cheese block
price per pound was $1.17 in the second quarter of 2006, down
22.5% from $1.51 in the second quarter of 2005.  Revenues from
international operations increased 6.3% on strong retail sales
growth.

Net income was up 6.0% for the second quarter compared to the
prior year period, driven primarily by strong performance in our
international business, lower cheese prices and a tax benefit of
approximately $2.9 million recognized as a result of the sale of
our Company owned operations in France and the Netherlands.  Net
income was negatively pressured by a 4.9% decrease in domestic
same store sales growth, increased interest expense and lower
distribution volumes related to lower domestic same store sales.

The decrease in domestic same store sales was due primarily to
stronger promotion performance and related higher same store sales
comparisons in the prior year.  The 5.7% increase in international
same store sales marks the 50th consecutive quarter of positive
international same store sales growth.  Global retail sales
increases were driven primarily by increases in international same
store sales and worldwide store counts.

David A. Brandon, Domino's Chairman and Chief Executive Officer,
said: "Our sales comparisons in the first half of 2006 were a
significant challenge.  We were lapping extraordinary prior-year
sales performance while operating in a much weaker consumer-
spending environment.  We are not happy with our sales performance
during the first half of this year and we are working hard to
address this situation.  However, it is valid to note that this
rather lackluster sales environment demonstrates the resiliency of
our business model.  Despite difficulties in growing our top line
during this timeframe, our bottom line continued to grow, and we
continued to generate strong cash flows.  This steady and reliable
cash flow enables us to consistently deliver for our shareholders
by utilizing a capital structure that appropriately leverages the
Company; paying an industry-leading dividend; and making
opportunistic share repurchases."

Mr. Brandon continued, "The ultimate test of any business model is
how it performs in both good times and tough times. I am proud of
our bottom-line performance during the first half of the year in
the face of a difficult market environment and I have a great deal
of confidence our franchisees and team members will work together
to re-establish our sales momentum in the second half of the
year."

        Company Sells France and Netherlands Operations

On May 1, 2006, the Company signed a stock purchase agreement to
sell its Company-owned operations in France and the Netherlands to
our master franchise group in Australia and New Zealand.  The sale
closed subsequent to the second fiscal quarter ended June 18,
2006.

During the second quarter, the Company recognized a tax benefit of
approximately $2.9 million relating to the sale of these
operations.  The Company will account for the remainder of the
transaction during the third fiscal quarter ending September 10,
2006 and does not expect the transaction to have a material impact
on its financial condition or results of operations.

                             Liquidity

As of June 18, 2006, the Company had:

   -- $788.8 million in total debt,
   -- $23.7 million of cash and cash equivalents, and
   -- borrowings of $93.7 million available under its
      $125.0 million revolving credit facility (net of letters of
      credit issued of $31.3 million.)

The Company has repaid more than $45 million of debt year-to-date,
including $10 million in the second quarter. The Company also
borrowed $100 million in the first quarter which, along with cash
from operations, was used to repurchase and retire $145 million of
common stock from its largest shareholder.

The Company's average borrowing rate for the second quarter of
2006 was 6.4%.  The Company is not required to make the next
scheduled senior credit facility principal payment of $1.3 million
until June 30, 2007.  The Company is not required to make
principal payments on its senior subordinated notes until 2011.

The Company incurred $9.4 million in capital expenditures
during the first two quarters of 2006.  The Company incurred
$15.2 million in capital expenditures during the first two
quarters of 2005 attributable to increased spending related to the
renovation of the Company's headquarters.

                          About Domino's

Founded in 1960, Domino's Pizza Inc. -- http://www.dominos.com/--  
through its primarily franchised system, operates a network of
8,190 franchised and Company-owned stores in the United States and
more than 50 countries.  The Domino's Pizza(R) brand, named a
Megabrand by Advertising Age magazine, had global retail sales of
nearly $5.0 billion in 2005, comprised of $3.3 billion
domestically and $1.7 billion internationally.  Domino's Pizza was
named "Chain of the Year" by Pizza Today magazine, the leading
publication of the pizza industry and is the "Official Pizza of
NASCAR(R)."  Domino's is listed on the NYSE under the symbol
"DPZ."

As of June 18, 2006, Domino's Pizza's equity deficit widened to
$609,112,000 from a $510,985,000 deficit at Jan. 1, 2006.


DT INDUSTRIES: Trustee Wants De Minimis Payments Clarified
----------------------------------------------------------
Robert M. Greenwald, the DT Creditor Trustee, asks the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, for authority to:

   -- limit the Trustee's requirement to make distributions to de
      minimis claimholders; and

   -- clarify the treatment of undeliverable distributions.

The DT Creditor Trust was created under DT Industries, Inc., and
its debtor-affiliates' confirmed First Amended Joint Plan of
Liquidation.

                      De Minimis Claims

Under the Plan, the Trustee is authorized to reconcile claims and
make distributions to holders of allowed Class 4 Claims.

The Trustee wants the Court to clarify that he does not have to
distribute to holders of allowed Class 4 Claims -- general
unsecured creditors -- that would be less than $25, after
determining the final pro rata distribution to all holders of that
Class.

The Trustee currently projects that after the claims
reconciliation process holders of valid Class 4 Claims will
receive pro rata distributions between 1% - 2% of their allowed
claims.  The Trustee has identified approximately 800 creditors
(out of a total creditor pool of over 2,000) that stand to receive
a distribution of $25 or less.

The Trustee said the cost associated with paying the De Minimis
Claimholders could exceed the amount of those distributions.  The
Trustee said that the Debtors' creditors and the Trust's
beneficiaries would be better served if he will not pay the De
Minimis Claimholders and simply redistributed the funds to the
remaining holders of allowed Class 4 Claims.

The Trustee proposes, however, that if a De Minimis Claimholder
wants to paid, he must give a written request to the Trustee,
within 30 days after entry of an order approving this Motion and
send to:

              Robert M. Greenwald
              Creditor Trustee
              DT Creditor Trust
              P.O. Box 39125
              Cleveland, Ohio 44139

      Procedure for Obtaining Tax Identification Numbers

Generally, a Liquidating Trustee must attempt to provide tax
identification numbers to the Internal Revenue Service for parties
to which distributions are made.

IRS regulations provide for the filing of an affidavit where a
party files a tax return and has tried to obtain tax
identification numbers but has been unsuccessful.  In order to
comply with applicable law, the Trustee proposes this course of
actions:

   a. The Trustee will make distributions to holders of allowed
      Class 4 Claims without obtaining tax identification numbers
      in advance;

   b. The Trustee will include in the distribution package a
      W-9 and a cover letter telling the recipient that they are
      required by law to return a completed W-9;

   c. The Trustee will file the tax returns listing those tax
      identification numbers that were provided with the W-9;

   d. The Trustee will file an affidavit stating that the Trustee
      tried, but was unable, to obtain the remaining tax
      identification numbers; and

   e. Holders of allowed Class 4 Claims are advised to consult
      with their own tax advisors regarding the tax impact of
      receiving any distributions.

Given the small payments that will be made by the Trust, the
Trustee submits that this procedure will be far more efficient
than attempting to obtain tax identification numbers in advance of
distributions.

                  Undeliverable Distributions

The Plan and the Trust are silent as to the treatment of
undeliverable distributions.  It has been over two years since the
Debtors filed for bankruptcy and, although the Debtors and the
Trustee have done their best to keep addresses updated, certain
distributions will undoubtedly be returned to the Trustee.

While the Trustee desires that the Trust beneficiaries receive a
distribution, the Trust cannot continue forever while
distributions remain unclaimed.  Therefore, the Trustee proposes
the procedures relating to all unclaimed, returned or uncashed
checks:

   a. Within 120 days from the date the checks are sent, the
      Trustee will make an accounting of what checks remain
      uncashed;

   b. The Trustee will make a good faith effort in his discretion
      to locate the parties to the Unclaimed Checks without
      substantial cost to the Trust; and

   c. If, after 30 days, the Trustee cannot locate the payees,
      then he shall cancel the Unclaimed Checks and redistribute
      the proceeds accordingly consistent with the Plan.

The Trustee believes such procedures comport with typical
administrative procedures for undeliverable distributions that
this Court and other bankruptcy courts permit in liquidating
plans.

Headquartered in Dayton, Ohio, DT Industries, Inc.
-- http://www.dtindustries.com/-- was an engineering-driven
designer, manufacturer and integrator of automated systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 12, 2004
(Bankr. S.D. Ohio Case No. 04-34091).  Ronald S. Pretekin, Esq.,
and Julia W. Brand, Esq., at Coolidge Wall Womsley & Lombard,
represented the Debtors.  When the Debtors filed for protection
from their creditors, they listed $150,593,000 in assets and
$142,913,000 in liabilities.  The Bankruptcy Court confirmed the
Debtors' First Amended Joint Plan of Liquidation on Oct. 27, 2005.
Under the Plan, the DT Creditor Trust was created.  On Dec. 9,
2005, the Plan became effective.  Robert M. Greenwald is the DT
Creditor Trustee.  Sean D. Malloy, Esq., and Michael J. Kaczka,
Esq., at McDonal Hopkins Co., LPA, represent the Creditor Trustee.


DUNKIN BRANDS: Debt Repayment Prompts Moody's to Withdraw Ratings
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings of Dunkin Brands
Acquisition, Inc. following the company's full repayment of all
rated debt securities with the proceeds from its recently
completed securitization.

The ratings withdrawn:

   * Corporate Family rated B3

   * $150 million gtd senior secured revolving credit facility
     due February 6, 2012, rated B2

   * $850 million gtd senior secured term loan due February 6,
     2013, rated B2

DBAI is an inter-mediate holding company that is wholly-owned by
Dunkin Brands Holdings, Inc., which in-turn is owned equally by
Bain Capital LLC, The Carlyle Group, and Thomas H. Lee Partners,
Inc.  Proceeds from the $850 million term loan along with
$650 million in bridge financings and approximately $1,065 million
of contributed equity from the three private equity
firms were used to acquire Dunkin Brands, Inc. for approximately
$2,535 million.


EASY GARDENER: Panel Hires FTI Consulting as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Easy
Gardener Products, Ltd., and its debtor-affiliates' chapter 11
cases, obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to retain FTI Consulting, Inc., as its
financial advisor.

As reported in the Troubled Company Reporter on June 13, 2006, FTI
Consulting was expected to:

    a. assist the Committee in the review of financial related
       disclosures required by the Court, including the Schedules
       of Assets and Liabilities, the Statement of Financial
       Affairs and Monthly Operating Reports;

    b. assist the Committee with information and analyses required
       pursuant to the Debtors' DIP financing including, but not
       limited to, preparation for hearings regarding the use of
       cash collateral and DIP financing;

    c. assist in the review of the Debtors' short-tem cash
       management procedures;

    d. assist in the review of critical employee and critical
       vendor programs;

    e. assist in the review of the Debtors' performance of
       cost and benefit evaluations with respect to the
       affirmation or rejection of various executory contracts and
       leases;

    f. assist in the review of financial information distributed
       by the Debtors to creditors and others, including, but not
       limited to, cash flow projections and budgets, cash
       receipts and disbursement analysis, analysis of various
       asset and liability accounts, and analysis of proposed
       transaction for which Court approval is sought;

    g. attend meetings and assist in discussions with the Debtors,
       potential investors, potential acquirers, banks, other
       secured lenders, the Committee and any other official
       committees organized in the Debtors' chapter 11
       proceedings, the U.S. Trustee, other parties in interest
       and professionals hired, as requested;

    h. assist in the evaluation of the asset sale process and bids
       received;

    i. assist in the review or preparation of information and
       analysis necessary for the confirmation of a plan in the
       Debtors' chapter 11 proceedings;

    j. assist in the evaluation and analysis of avoidance actions,
       including fraudulent conveyances and preferential
       transfers;

    k. provide litigation advisory services with respect to
       accounting and tax matters, along with expert witness
       testimony on case related issues required by the Committee;
       and

    l. render other general business consulting or other
       assistance as the Committee or its counsel may deem
       necessary that are consistent with the role of a financial
       advisor and not duplicative of services provided by other
       professionals in the Debtors' bankruptcy proceedings.

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

          Professional                      Hourly Rate
          ------------                      -----------
          Senior Managing Directors         $595 - $655
          Directors/Managing Directors      $435 - $590
          Associates/Consultants            $215 - $405
          Paraprofessionals                  $95 - $175

Samuel Star, a Senior Managing Director at FTI Consulting, assured
the Court that his firm does not represent any interest adverse to
the Committee, the Debtors, or the Debtors' estates.

Headquartered in Waco, Texas, Easy Gardener Products, Ltd. --
http://www.easygardener.com/-- manufactures and markets a broad
range of consumer lawn and garden products, including weed
preventative landscape fabrics, fertilizer spikes, decorative
landscape edging, shade cloth and root feeders, which are sold
under various recognized brand names including Easy Gardener,
Weedblock, Jobe's, Emerald Edge, and Ross.  The Company and four
of its affiliates filed for bankruptcy on April 19, 2006 (Bankr.
D. Del. Case Nos. 06-10393 to 06-10397).  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Sandra G.M. Selzer, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub LLP represent the
Debtors in their restructuring efforts.  Young Conaway Stargatt &
Taylor, LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they reported
assets amounting to $103,454,000 and debts totaling $107,516,000.


EMAGIN CORPORATION: Commences $6.5 Million Private Placement Deal
-----------------------------------------------------------------
eMagin Corporation entered into definitive agreements with
institutional and accredited investors for the sale of
approximately $6.5 million of senior secured convertible
debentures and warrants.  The net proceeds from the financing
will be used for general working capital purposes.

Under the agreements, investors agreed to purchase $5.97 million
principal amount of notes with conversion prices of $0.26 per
share that may convert into 22,192,301 shares of common stock and
5 year warrants exercisable at $0.36 per share for 15,534,607
shares of common stock.  An additional $500,000 will be invested
through exercise of a warrant to purchase approximately 1.92
million shares of common stock at $0.26 per share prior to
December 14, 2006 or, at the request of the Company, by the
purchase of additional notes and warrants.  If not converted half
of the principal amount will be due July 21, 2007 and the
remaining balance due January 21, 2008.  Interest at 6% per annum
is payable in quarterly installments on outstanding Notes during
their term commencing on September 1, 2006.

In a showing of commitment to the Company's prospects, Paul
Cronson, Director, John Atherly, Chief Financial Officer, and
Olivier Prache, Senior Vice President of Display Manufacturing and
Development Operations participated in the transaction, and Gary
Jones, Chief Executive Officer and Susan Jones, Chief Marketing
and Strategy Officer, who collectively own 5% of the Company's
outstanding shares, agreed to defer 10% of their compensation
until eMagin becomes EBITDA positive or until the occurrence of
certain other events.

In conjunction with the note purchase transaction the Company will
submit to shareholders at its annual meeting a resolution to enact
a reverse stock split of 1 for 10 which, if approved, normalizes
the company's share price and shares outstanding.

In order to reestablish performance incentives employees and
Directors have also agreed to forfeit approximately 4.7 million
shares of existing stock options in return for re-pricing 8.8
million existing options at $0.26 per share.  Re-priced options
will not be exercisable until 2007 or in some cases not until
2011, depending on individual grant-vesting schedules.

In addition, to further strengthen its management team the Company
intends to add two new Directors recommended by the
new investors and to recruit additional senior management.

Additional details regarding the private placement are provided on
Form 8-K filed with the Securities and Exchange Commission.
Representing the company in this transaction was Sichenzia Ross
Friedman Ference, LLP.

The note shares and warrants are being issued in a private
placement under regulation D of the Securities Act of 1933, as
amended.  The company has agreed to file a registration statement
covering the resale of the common stock and underlying the notes
and warrants purchased by these investors following the closing.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there
be any sale of the securities in any jurisdiction in which such
offering would be unlawful.

                        Going Concern Doubt

Eisner, L.L.P, in New York, raised substantial doubt about eMagin
Corp.'s ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2005. The auditor pointed to the Company's recurring
losses from operations, which it believes will continue through
2006.

The Company reported a $ 16,528,000 net loss on $ 3,745,000 of
total revenues for the year ended Dec. 31, 2005.

                           About eMagin

Headquartered in Bellevue, Wahsington, eMagin Corp. (AMEX: EMA)
-- http://www.emagin.com-- manufactures and markets of virtual
imaging products and information technology softwares.  In
addition, eMagin offers engineering support, as well as various
support products, including developer kits and personal computer
interface kits. The company offers its products to OEMs in the
military, industrial, medical, and consumer market sectors through
direct technical sales in North America, Asia, and Europe.


ENERGYTEC INC: Turner Stone Raises Going Concern Doubt
------------------------------------------------------
Turner Stone & Company, L.L.P., in Dallas, Texas, raised
substantial doubt about Energytec, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the years ended Dec. 31, 2005, and 2004.  The
auditor pointed to the Company's:

   -- need to have cash reserves sufficient to meet its capital
      and operational expenditure budget of approximately
      $15,000,000 for the year ending Dec. 31, 2006, and

   -- belief that it may have potential liability for rescission
      or damages to investors in the working interest programs and
      purchasers of the Company's common stock in private
      placements.

                   Impact of Recent Developments

On March 18, 2006, Energytec's Board of Directors removed Frank W.
Cole from office as the Chairman of the Board, Chief Executive
Officer, and Chief Financial Officer, pursuant to reports of:

   -- irregularities in financial reporting,

   -- lack of control over operations and assets at Energytec's
      Talco facility in East Texas,

   -- concerns related to the sale of working interests in leases
      and common stock of Energytec in private placements, and

   -- possible violations of Energytec's Code of Ethics.

The Audit Committee of the Board of Directors engaged independent
counsel to conduct an investigation of the alleged irregularities.
Energytec began an internal review process and found that:

   -- there are participation of unlicensed brokers, such as
      Mr. Cole's personal assistant, and others in Mr. Cole's
      alleged improper and illegal activities,

   -- Mr. Cole failed to act responsibly with respect to
      Energytec's compliance with Texas Railroad Commission
      regulations, and

   -- Mr. Cole has alleged negligence and misconduct in connection
      with the preparation of reserve information for 2004 and
      2003.

Litigation has been instigated as a result of these circumstances
and events.

As a result of these circumstances, Energytec has updated and
adjusted the reserve report for the years ended Dec. 31, 2004, and
2003, to:

   -- remove reserves associated with the wells that were without
      the proper permitting and spacing required by the RRC;

   -- assign reserves in the Talco/Trix-Liz Field and Sulphur
      Bluff Field that are supported by actual production; and

   -- assign the correct ownership percentages to the Company's
      oil and gas wells.

The adjustment to the reserve report for the year ended Dec. 31,
2003, resulted in a reduction in the proved developed and
undeveloped reserves in the amount of 1,294,441 barrels of oil.

Upon evaluation of the impairment valuation for the year ended
Dec. 31, 2003, no charge to impairment was necessary as a result
of the reduction in the proved developed and undeveloped reserves
because the revised estimated value exceeded the book value at
current market conditions.

The adjustment to the reserve report for the year ended Dec. 31,
2004, resulted in a reduction in the proved developed and
undeveloped reserves in the amount of 1,178,930 barrels of oil.

Upon evaluation of the impairment valuation for the year ended
Dec. 31, 2004, no charge to impairment was necessary as a result
of the reduction in the proved developed and undeveloped reserves
since Energytec can secure the necessary permits associated with
the 23 dually completed wells and resolve the spacing
requirements, thereby bringing these wells into compliance with
the rules of the RRC, further resulting in the ability to assign
reserves to the affected reservoirs.

Although Energytec cannot classify the 23 dually completed wells
as proved reserves, there is sufficient production history from
the legally permitted zones to reasonably estimate that the
remaining value of these reserves exceeds the net book value.

Additionally, Energytec has revised its financial statement
disclosures to fully disclose the impact of the mismanagement and
misappropriation discovered in the legal and accounting
investigations as well as the recognition of the payments of
commissions.

                            Financials

The Company reported a net loss of $403,574 on $15,643,042 of
total revenues for the year ended Dec. 31, 2005, compared to a
$5,304,028 of net income on $14,313,410 of total revenues for the
same period in 2004.

At Dec. 31, 2005, the Company's balance sheet showed $51,684,742
in total assets, $18,265,791 in total liabilities, and $33,418,951
in total shareholders' equity.  The Company also had a $1,745,467
of accumulated deficit at Dec. 31, 2005.

The Company's Dec. 31 balance sheet showed strained liquidity with
$9,510,192 in total current assets available to pay $13,612,038 in
total current liabilities coming due within the next 12 months.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?e64

                          About Energytec

Energytec, Inc., acquires oil and gas properties that have
previously been the object of exploration or producing activity,
but which are no longer producing or operating due to abandonment
or neglect.  The Company owns working interests in 62,466 acres of
oil and gas leases in Texas and Wyoming that include 187 gross
producing wells and 348 gross non-producing wells.

The Company also owns a gas pipeline of approximately 63 miles in
Texas and a well service business operated through its subsidiary,
Comanche Well Service Corporation.  On April 22, 2006, the Company
formed two new wholly owned subsidiaries, Comanche Rig Services
Corporation, which provides contract drilling services to third
parties through the utilization of the drilling rigs owned by
Comanche Well Service; and Comanche Supply Corporation, which
sells and markets enhanced oil recovery chemicals and materials
related to well operation services.

Comanche Well Service Corporation became the operator of all the
properties owned by Energytec on April 1, 2006, by posting a cash
bond of $250,000 with the Texas Railroad Commission.


ENRON CORP: Court Approves Accenture Settlement Agreement
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation among Enron Corporation and its debtor-
affiliates and Accenture LLP.

On Nov. 26, 2003, Enron Corp., Enron Net Works L.L.C., ECT
Resources Corp., Enron Credit, Enron Energy Services, Inc., and
Enron North America Corp. filed Adversary Proceeding No. 03-93466
against Accenture.

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

Accenture has scheduled claims against the Enron Parties:

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

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

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

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

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

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

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

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


ENTERGY NEW ORLEANS: Gets Court Nod to Amend Deloitte's Retention
-----------------------------------------------------------------
Entergy New Orleans, Inc., obtained approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to amend
its Retention Order to provide that Deloitte & Touche, LLP, will
conduct audit services for the year ending Dec. 31, 2006.

As reported in the Troubled Company Reporter on July 6, 2006,
Deloitte & Touche will, among others:

  (1) examine, on a test basis, evidence supporting the amounts
      and disclosures in the financial statements;

  (2) inquire directly with the Audit Committee of Entergy Corp.
      regarding its views about the risk of fraud and whether the
      Audit Committee has knowledge of any fraud or suspected
      fraud affecting the Debtor;

  (3) assess the accounting principles used and significant
      estimates made by management and evaluate the overall
      financial presentation;

  (4) evaluate management's assessment of the Debtor's financial
      control over financial and evaluate the effectiveness of
      the Debtor's internal control over financial reporting; and

  (5) examine, on a test basis, evidence supporting the design
      and operating effectiveness of the Debtor's internal
      control over financial reporting

The blended hourly rate of $220 for each member assigned to
provide auditing services will be increased to $230.

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)


ENTERGY NEW: Hibernia Wants Move to Set Off Frozen Funds Denied
---------------------------------------------------------------
Hibernia National Bank, now known as Capital One, N.A., asks the
U.S. Bankruptcy Court for the Eastern District of Louisiana to
deny Entergy New Orleans, Inc.'s request to authorize the set off
of frozen funds that are held in an ENOI bank account at Hibernia
against a postpetition debt that ENOI owed Hibernia.

Hibernia clarifies that Entergy Corp. and Entergy Services, Inc.,
informed it, that neither entity transferred ownership of the
$13,548,000 loan to ENOI.  Rather, Entergy Corp and ESI contend
that Hibernia transferred ownership of the funds to the Debtor,
which Hibernia cannot do, Patrick Johnson, Jr., Esq., at Lemle &
Kelleher, L.L.P., in New Orleans, Louisiana, relates.

Mr. Johnson adds that Entergy Corp. and ESI have recently stated
to Hibernia that it is liable for the alleged transfer of
ownership, which is the reason Hibernia filed the Complaint in
relation to the ENOI's request to set off the Frozen Funds.

Contrary to FGIC and BNY's allegations, Hibernia has standing to
seek the declaratory and other relief requested in its Complaint,
Mr. Johnson asserts.

"It is this Honorable Court that will decide the issues in the
pending adversary proceeding; of course, the debtor and the
Entergy entities would prefer to decide on their own that
[Hibernia] is liable to Entergy Corp. and ESI for $13,548,000 and
at the same time have the debtor keep $13,548,000 in exchange for
nothing."

Hibernia maintains that ENOI never had control of the escrowed
funds because the funds were earmarked to cover the negative
balance in the account at Hibernia and were then frozen by order
of the Court.

Hibernia also clarifies that it is not trying to litigate the
issues in the Complaint in the context of the hearing on ENOI's
Set-Off Motion.  Hibernia says that it is trying to preserve the
issues to be determined by the Court in the Adversary Proceeding
by proposing that the disputed funds be placed in an interest
bearing escrow account pending a Court-decision.

                           Responses

(a) FGIC and BNY

Financial Guaranty Insurance Company and The Bank of New York
support ENOI's request to authorize the set off frozen funds on
deposit Hibernia.

Douglas S. Draper, Esq., at Heller, Draper, Hayden, Patrick and
Horn, L.L.C., in New Orleans, Louisiana, notes that ENOI and
Entergy Corp. both agree that the funds in the Frozen Account are
property of the Debtor's estate.  Hibernia, with no ownership
interest in the Account, cannot contend that Entergy Corp. is the
owner of the Frozen Funds, he asserts.

Hibernia has also presented no facts to support its contention and
contravene ENOI and Entergy Corp.'s assertion, Mr. Draper points
out.

Hibernia is also trying to litigate the issues in its adversary
proceeding against the Debtor, ESI and Entergy Corp., in the
context of the hearing of the Set-off Motion.

The issue of whether the Debtor should be permitted to set off the
Frozen Funds against the amounts it owes to Hibernia should be
decided separately from the issues in the Hibernia Complaint,
Mr. Draper asserts.  The issues in the Complaint is whether or not
Hibernia is liable to ESI of Entergy Corp., in connection with the
transfer of funds before the Petition Date and the full extent and
nature of Hibernia's claim or whether it is oversecured.

BNY and FGIC believe that the proposed set off of the Frozen is in
the best interests of the Debtor's estate and its creditors
because the secured loan to Hibernia is continuing to accrue
interest and it appears that Hibernia is an oversecured creditor.

The Frozen Funds are not being maintained in an interest bearing
account, which means the debt increases with each passing day to
the detriment of the Debtor and its creditors, Mr. Draper notes.

(b) Creditors Committee

The Official Committee of Unsecured Creditors support ENOI's
request to authorize the set-off of the Frozen Funds.

Joseph P. Hebert, Esq., at Liskow & Lewis, APLC, in New Orleans,
Louisiana, notes that these facts appear indisputable:

   1.  On September 21, 2005, ENOI owed Hibernia a $15,057,050
       loan.  On the same date, Hibernia sought to accomplish a
       set-off to cause a payoff of the loan by debiting the
       the Debtor's Remittance Processing Center account for
       $15,057,050.  The set-off created an overdraft situation
       in ENOI's RPC account for $13,623,873;

   2.  In response to the overdraft condition arising in the RPC
       account, ENOI's affiliate, Entergy Services, Inc.,
       transferred to ENOI $13,548,000 on September 22, 2005, but
       for some reason, Hibernia unwound the apparent set-off on
       the same date;

   3.  On the Petition Date, as per Hibernia's records, ENOI
       still owed $15,057,050 and ENOI's deposit accounts
       included the $13,548,000 transferred in by ESI on
       September 22, 2005;

   4.  To maintain a definite source of cash funds, as collateral
       for the $15,057,050 prepetition loan, Hibernia requested
       the Court to freeze the identical sum as part of the
       overall cash collateral requirements for ENOI; and

   5.  ENOI and ESI agree that the funds transferred into ENOI by
       ESI before the Petition Date remain as ENOI's funds.

Mr. Herbert notes that Hibernia has consistently taken the
position that the $15,057,050 prepetition loan was fully secured
as of the Petition Date.  Moreover, Hibernia demanded and received
a full protection of its security interest in ENOI's deposit
accounts.

The Creditors Committee argues that there exists no reason why
ENOI should be forced to continue paying interest and possibly
other contractual charges accruing postpetition.  Ample funds
exist to pay off substantially all of the prepetition debt owed to
Hibernia.

The continuing accrual of interest on the debt owed to Hibernia,
which would occur if the Debtor's requested set-off is not
implemented, would do nothing but further diminish ENOI's assets,
which in turn would reduce the assets available to pay other
creditors in the case, Mr. Hebert asserts.

                     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)


ERA AVIATION: Can Use CapitalSource's Cash Collateral Until Sept.
-----------------------------------------------------------------
The Honorable Donald MacDonald IV of the United States Bankruptcy
Court for the District of Alaska allowed Era Aviation, Inc., to
use the cash collateral securing its indebtedness to CapitalSource
Finance, LLC until Sept. 29, 2006.

Under the Court's previous cash collateral orders, the Court
found that CapitalSource was adequately protected by a substantial
equity cushion: $19.9 million of collateral to cover a
$12.2 million debt.  Accordingly, the Court granted CapitalSource
a postpetition lien corresponding to its prepetition lien, and a
Section 507(a)(1) priority claim.

The Court found that even at the projected low point during the
cash collateral period, when Debtor's projected cash would dip to
$180,000, CapitalSource would still have total collateral of
$18 million to secure a claim of around $12.7 million.  Although
the numbers have changed slightly over the months, the Court's
analysis remains valid.  CapitalSource is charging Era interest at
the rate of about 16% per annum, plus attorney fees that are
averaging more than $100,000 per month.

The Court orders the Debtor to provide adequate protection to
CapitalSource by making these payments:

                   Adequate       Accruing
    Date          Protection    Attorney Fees      Total
    ----          ----------    -------------      -----
   Aug. 1, 2006      $87,215          $15,000   $102,215
   Sept. 1, 2006    $135,183          $20,000   $155,183
   Oct. 1, 2006     $126,461          $20,000   $146,461

A copy of the Cash Collateral Budget is available for free at
http://ResearchArchives.com/t/s?e69

Headquartered in Anchorage, Alaska, Era Aviation, Inc. --
http://www.flyera.com/-- provides air cargo and package express
services.  The Company filed for chapter 11 protection on
Dec. 28, 2005 (Bankr. D. Ak. Case No. 05-02265).  Cabot C.
Christianson, Esq., at Christianson & Spraker, represents the
Debtor in its restructuring efforts.  John C. Siemers, Esq., at
Burr, Pease & Kurtz, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


EVANS INDUSTRIES: Disclosure Statement Hearing Set for August 24
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
will convene a hearing at 10:00 a.m. on Aug. 24, 2006, to consider
the adequacy of information contained in the Disclosure
Statement explaining Evans Industries, Inc.'s Chapter 11 Plan of
Reorganization.

                        Treatment of Claims

Under the Plan, all Administrative Claims, Allowed Priority Claims
and Convenience Class Claims will be paid in full.

On the Effective Date, New Evans will assume the Secured Claim of
Frost National Bank, dba Frost Capital Group, including Frost's
prepetition claim and the Frost DIP Loan Balance.  Frost's liens
will be attached to all assets transferred to New Evans as first
priority, senior secured liens.  If the assets are transferred to
the Disbursing Agent in which Frost holds a lien, Frost's lien
will be attached to assets and Frost will be paid all proceeds
recovered on that assets.

Pursuant to the Purchase Agreement, New Evans will assume the
Secured Claims of:

    * GE Commercial Finance,
    * CIT Equipment Finance,
    * Sydney Longwell,
    * HSBC Business Credit (USA), Inc.,
    * CitiCapital Commercial Corp. and
    * SpiritBank.

All assets encumbered by the Secured Claim Holders will be
transferred to New Evans.  The Secured Claim Holders will receive
an allowed General Unsecured Claim in an amount equal to the
balance of their debts that are not assumed by New Evans.

The Secured Claim of ASI Federal Credit Union/SBA will be paid in
full within 30 days from the Effective Date of the Plan while
Amegy Bank's Secured Claim will be paid in full within 90 days.

The property encumbered by the Secured Claim of Janice Evans,
Janice E. Hamilton, and Gary Hamilton will be sold.

Creditors holding allowed 401(k) Claims will receive:

   a) the full amount of any unpaid, unmatched 401(k)
      contributions that would have been due under the 401(k) plan
      for the year 2001, without interest, within 90 days of the
      Effective Date of the Plan.

   b) the full amount of any unpaid, matching payments over
      5 years under the 401(k) plan for the years 2002 and 2003,
      without interest.

General Unsecured Claim Holders will be each issued by New Evans,
in full and complete satisfaction of their claims, their Pro Rata
share of the New Evans Membership Interest allocated for unsecured
creditors.

Equity Interest Holders will have their equity interests
terminated on the Effective Date of the Plan.

                   About Evans Industries

Headquartered in Harvey, Louisiana, Evans Industries, Inc. --
http://www.evansindustriesinc.com/-- manufactures and distributes
steel drums.  The company filed for chapter 11 protection on
April 25, 2006 (Bankr. E.D. La. Case No. 06-10370).  Eric J.
Derbes, Esq., and Melanie M. Mulcahy, Esq., at The Derbes Law
Firm, LLC, represent the Debtor.  C. Davin Boldissar, Esq., at
Locke Liddell & Sapp, LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $500,000 and $1 million
and debts between $10 million and $50 million.


EVERGREEN INT'L: Moody's Junks Rating on $50 Million Senior Loan
----------------------------------------------------------------
Moody's Investors Service assigned ratings to Evergreen
International Aviation, Inc.'s new credit facilities.  A rating of
B1 was assigned to Evergreen's $350 million First Lien Senior
Secured Credit Facility, comprised of a $50 million revolver and a
$300 million term loan.  Additionally, Moody's assigned a Caa1 to
Evergreen's Second Lien Senior Secured Term Loan Facility.

Proceeds from this offering will be used to refinance Evergreen's
existing $100 million bank credit facility, redeem the existing
$215 million 12% second lien notes due 2010, along with paying
accrued interest and ordinary fees and expenses. Any proceeds
remaining will be used for specific capital expenditures and
general corporate purposes.

The ratings assigned to the First Lien Facility consider both
the company's fundamental rating and the secured nature of the
facility, which benefits from the pledge of substantially all
assets of the borrower and its principal subsidiaries.  This
collateral would provide significant protection for first lien
lenders in the event of default and contributes to the first lien
facilities being rated at B1, one notch above the Corporate Family
rating.

The Second Lien Term Loan holds a second priority lien on the same
collateral package, and has been rated at Caa1, the same rating as
is currently assigned to the 12% second lien notes that are being
redeemed.  The rating differential considers the junior claim of
the second lien facility relative to the First Lien facilities.
Additionally, for both the First Lien Facility and Second Lien
Term Facility, the ratings consider that there are unconditional
guarantees issued by Evergreen's parent company, Evergreen
Holdings, Inc. as well as all of Evergreen's domestic and
international subsidiaries.

Moody's B2 Corporate Family Rating for Evergreen considers
the company's improved operating performance in fiscal 2006,
including enhanced revenue growth and margins, as well as the
prospects for continued strength in financial metrics over the
intermediate term.  Please refer to Moody's press release of July
13, 2006 relating to the upgrade of the Corporate Family Rating to
B2.

Ratings assigned:

   * $350 million First Lien Senior Secured Credit Facility due
     2011 comprised of:

   * $50 million first lien senior secured revolving credit
     facility: B1

   * $300 million first lien senior secured term loan: B1

   * $50 million Second Lien Senior Secured Term Loan Facility
     due 2013: Caa1

Evergreen International Aviation, Inc., and its parent, Evergreen
Holdings, Inc. are headquartered in McMinnville, Oregon.


EVERGREEN INTERNATIONAL: S&P Junks Rating on $50 Million Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Evergreen Aviation International Inc.'s $350 million first-lien
credit facility, consisting of a $50 million first-lien revolving
credit facility maturing in 2011 and a $300 million first-lien
term loan maturing in 2011.  In addition, a 'CCC+' rating was
assigned to the $50 million second-lien term loan maturing in
2013.

S&P assigned a recovery rating of '2' to the first-lien
facilities, indicating expectations for substantial (80%-100%)
recovery of principal in the event of payment default, and a
recovery rating of '5' to the second-lien facility, indicating
expectations of negligible (0%-25%) recovery of principal in a
payment default.

The existing ratings on Evergreen, including the 'B-' corporate
credit and 'CCC+' senior secured debt ratings, remain on
CreditWatch with positive implications where they were placed July
21, 2006.  Once Evergreen completes its proposed debt refinancing,
the corporate credit rating will be raised to 'B' from 'B-' and
removed from CreditWatch.  The outlook will be stable.  The rating
on the senior secured notes will be withdrawn at that time.

"The anticipated upgrade of the corporate credit rating and the
new bank ratings, which already incorporate the anticipated
upgrade, reflect the favorable near-term operating outlook for the
company and its improved liquidity position," said Standard &
Poor's credit analyst Lisa Jenkins.

Ratings on Evergreen International Aviation Inc. reflect its
participation in the cyclical, competitive, and capital-intensive
heavy airfreight business and its highly leveraged capital
structure.  Offsetting these challenges to some extent is the
company's improved financial performance over the past year, the
improvement in liquidity that will occur as a result of
refinancing of its debt, and favorable near to intermediate term
market fundamentals.

Evergreen derives the majority of its revenues and operating
profits from Evergreen International Airlines, its airfreight
transportation subsidiary.  The company also provides ground
logistics services, aircraft maintenance and repair services,
helicopter and small aircraft services, and aviation sales and
leasing.  Demand for most of Evergreen's services has been healthy
over the past year and is expected to remain so for at least the
next few years.  In particular, the airfreight business is
benefiting from continuing strong military demand and healthy
commercial demand, driven by U.S. imports from China.  Demand for
airfreight services is expected to remain solid over the near to
intermediate term, which should enable the company to sustain its
recent improvement in operating earnings.  A recently signed
agreement to provide transportation related to manufacturing of
Boeing's new 787 aircraft should be a significant boost to
revenues and earnings in coming years.

The refinancing of Evergreen's debt will reduce interest costs
somewhat and will provide the company with more flexibility under
its covenants and greater ability to reinvest in the business.


EXIDE TECHNOLOGIES: Supplements Prospectus on $60 Mil. Notes Sale
-----------------------------------------------------------------
Exide Technologies has supplemented its Prospectus with the
Securities and Exchange Commission relating to the sale
of $60,000,000 of Floating Rate Convertible Senior Subordinated
Notes due 2013.

Exide's initial purchasers previously resold the notes in
transactions exempt from the registration requirements of the
Securities Act to qualified institutional buyers within the
meaning of Rule 144A of the Securities Act.

The supplement reflects updated information regarding the selling
securityholders:

                                                       Common
              Principal                                Stock
              Amount of                  Common      Owned after
Selling         Notes     Percentage     Stock       Completion
Security-    Beneficially  of Notes    Owned Prior     of the
Holder          Owned     Outstanding to Conversion   Offering
--------     ------------ ----------- ------------- -----------
Argent
Classic
Convertible
Arbitrage
Fund Ltd.       1,830,000       3.05%          -        105,354

Argent Classic
Convertible
Arbitrage
Fund L.P.         380,000     Less 1%          -         21,877

Argent Classic
Convertible
Arbitrage
Fund II, L.P.      80,000     Less 1%          -          4,606

DBAG London     3,750,000       6.25%          -        215,889

Stanfield
Offshore
Leveraged
Assets Ltd.    47,250,000      78.75%       50,000    2,770,206

Tribeca
Global
Convertible
Investments,
Ltd.            4,250,000       7.08%          -        244,675

Waterstone
Market
Neutral
MAG51, Ltd.        68,000     Less 1%          -          3,915

Waterstone
Market Neutral
Master Fund,
Ltd.              932,000       1.55%          -         53,656

Xavex
Convertible
Arbitrage 10
Fund              210,000     Less 1%          -         12,090

Others          1,250,000       2.08%          -         71,963

A full-text copy of the Supplement is available for free at:

               http://researcharchives.com/t/s?e6d

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 88;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FAIRCHILD SEMICONDUCTOR: Earns $23 Million in Second Quarter
------------------------------------------------------------
Fairchild Semiconductor reported second quarter sales of
$406.3 million, a 1% decrease from the prior quarter and 17% more
than the second quarter of 2005.  Fairchild's second quarter
returned to the normal 13-week duration compared to the first
quarter of 2006 that included 14 weeks.

Fairchild reported second quarter net income of $23 million,
compared to a net income of $26.6 million in the prior quarter and
a net loss of $205.3 million in the second quarter of 2005.

Fairchild reported second quarter adjusted net income of
$28.8 million, compared to adjusted net income of $25.6 million in
the prior quarter and an adjusted net loss of $2.2 million in the
second quarter of 2005.  Adjusted net income or loss excludes
amortization of acquisition-related intangibles, restructuring and
impairments, net gain on the sale of the LED lamps and displays
product line, associated net tax benefits of these items and other
acquisition-related intangibles, the impact of reserving the
deferred tax asset and other items.  Adjusted results include
equity-based compensation expense in 2006.

"We continued our steady improvement in gross margins and
delivered significant year over year earnings growth during the
second quarter," said Mark Thompson, Fairchild's president and
CEO.  "We increased our average daily sales rate by more than 6%
sequentially in the second quarter, keeping in mind that we
returned to a normal 13 week fiscal second quarter from the 14
week first quarter.  Our gross margin improvement was a result of
this higher daily sales rate and a richer product mix partially
offset by increases in certain raw material costs."

                End Markets and Channel Activity

"Sales and order rates were solid in most end markets with
particular strength in products supporting industrial
applications," said Thompson.  "Demand remains healthy and we
enter the second half of 2006 with a strong backlog position.

"I'm particularly pleased with our growth in channel sell-
through," stated Thompson. "Channel re-sales were up more than 3%
sequentially in the second quarter and 9% higher than a year ago.
We tightly controlled our sales into the channel to track this
increase in re-sales, which allowed us to hold channel inventory
flat from the prior quarter at about 11 weeks of supply."

                    Utilization and Lead Times

"Overall blended utilization rates remained roughly at our target
levels during the second quarter," stated Thompson.  "We continue
to selectively add capacity to support growth and to maintain more
stable lead times for higher margin analog and functional power
products.  Lead times did increase a few weeks during the middle
of the quarter, but we were able to manage them back down to the
10 to 12 week range by the end of the second quarter."

                    Second Quarter Financials

"Good gross margin performance and disciplined spending allowed us
to expand operating margins and earnings during the second
quarter," said Mark Frey, Fairchild's executive vice president and
CFO.  "R&D and SG&A spending were roughly flat with the prior
quarter as increased equity compensation and salary expense offset
the impact of fewer days in the quarter.  The combination of
higher margins and controlled spending enabled us to deliver a
very healthy 13% sequential increase in second quarter adjusted
earnings.

"Turning to the balance sheet, internal inventories increased in
line with our higher shipping rate, leaving weeks of supply
roughly flat with the prior quarter at about 10 weeks," stated Mr.
Frey.  "During the quarter we generated $62.9 million in cash from
operations, paid off $50 million in debt and favorably refinanced
our credit facility, leaving us with $522.9 million in cash and
marketable securities at the end of the second quarter."

                      Third Quarter Guidance

"We expect third quarter revenues to be roughly flat and gross
margins to be flat to up 50 basis points sequentially," said Mr.
Frey. "We have more than 90% of our guided sales booked and
scheduled to ship within the quarter so we're comfortable with our
guidance for what is typically a seasonally slower quarter.  We
expect R&D and SG&A spending, including equity-based compensation,
to remain at about 21.0% to 21.5% of sales for the third quarter.
Equity-based compensation expense is expected to be between $6
million to $7 million and we expect the effective tax rate to be
approximately 15% in the third quarter. "

"The transition to higher value continues and Fairchild is
committed to delivering financial results that reflect our
leadership position in the fast-growing power management market,"
stated Mr. Frey.

                   About Fairchild Semiconductor

Based in Portland, Maine, Fairchild Semiconductor --
http://www.fairchildsemi.com/-- is a global supplier of high-
performance power products critical to today's leading electronic
applications in the computing, communications, consumer,
industrial and automotive segments.  As The Power Franchise(R),
Fairchild offers a portfolio of components that optimize system
power.  Fairchild's 9,000 employees design, manufacture and market
power, analog & mixed signal, interface, logic, and
optoelectronics products.

                         *     *     *

As reported in the Troubled Company Reporter on June 9, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Fairchild's proposed new senior secured credit facilities, the
same as the corporate credit rating.  The recovery rating is '2',
indicating expectations for substantial (80%-100%) recovery of
principal in the event of a payment default.

As reported in the Troubled Company Reporter on June 7, 2006,
Moody's Investors Service assigned a Ba3 rating to Fairchild's new
$400 million guaranteed senior secured term loan and new
$100 million guaranteed senior secured revolver, affirmed the
remaining ratings and positive outlook, and will withdraw the
ratings on the outstanding $444 million term loan and $180 million
revolver, subject to their refinancing with proceeds from the new
credit facilities at transaction closing.


G+G RETAIL: Wants Plan-Filing Period Extended to October 6
----------------------------------------------------------
G+G Retail Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York to extend, until Oct. 6, 2006, the period
within which it has the exclusive right to file a chapter 11 plan.
The Debtor also wants the exclusive period to solicit acceptances
of that plan extended to Dec. 7, 2006.

Sandra G. M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young &
Jones P.C., informs the Court that the Debtor has devoted its time
to completing the transition from operating as a chapter 11
debtor-in-possession to completing the sale of substantially all
of its assets.

As reported in the Troubled Company Reporter on May 19, 2006, the
Debtors had been previously granted an extension until Aug. 22,
2006.  The Debtors disclosed that it has paid its debts as they
come due and has acted in good faith throughout the sale process
and maximized the value of its estate for the benefit of all
creditors.

Ms. Selzer says that the sale process has been closed and it is
now in the process of completing the formulation of an appropriate
plan of liquidation.  Ms. Selzer adds that the extension would
enable it to complete and formulate a consensual plan.

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


GENERAL MOTORS: Incurs $3.2 Bil. Net Loss in 2006 Second Quarter
----------------------------------------------------------------
General Motors Corp. reported a net loss of $3.2 billion for the
second quarter of 2006, compared with a reported loss of
$987 million, for the year-ago quarter.

The net loss for the quarter included a total of $4.3 billion in
special items that reflected a previously announced $3.7 billion
after-tax charge related to the successful accelerated attrition
program, in which 34,400 hourly employees participated.  Other
special items included a loss related to the pending sale of 51%
of GMAC, a gain on the disposition of Isuzu stock, and
restructuring charges.

GM posted 2006 second-quarter adjusted net income, excluding
special items, of $1.2 billion on record revenue of $54.4 billion.
This reflects a $1.4 billion improvement from the year-ago
adjusted loss of $231 million on revenue of $48.5 billion.

"With the support of our employees, unions, dealers, suppliers and
stockholders, we are moving rapidly and aggressively to address
our challenges and restructure GM for future success," said Rick
Wagoner, GM chairman and chief executive officer. "It's rewarding
to see our automotive business return to profitability on an
operating basis and a clear sign that we're on the right track,
but there is more work to be done."

Wagoner also said the success of the accelerated attrition program
in the United States, along with other cost initiatives, led GM to
increase its structural cost reduction target in North America to
$9 billion from $8 billion on an average annual running rate basis
by the end of 2006.

"Our turnaround has not just gained traction, it's accelerating
into high gear," Wagoner said.  "While significant work still
remains, our ability to identify and initiate $9 billion in cost
cuts over the course of the past year is unprecedented in this
industry.

"We're particularly pleased with the speed with which our people
have implemented our turnaround plan.  Conventional wisdom is that
you can't turn a ship as big as GM around quickly.  We aim to
prove that conventional wisdom wrong."

                   GM Automotive Operations

GM's global automotive operations earned $362 million on an
adjusted basis, excluding special items, representing an
improvement of $1.3 billion year-over-year.  This is due primarily
to significant improvement in GM North America and continued
profitability improvement in other regions.

GM's global market share in the second quarter was 13.8%, up from
the first quarter market share of 13.1%, but down from 15.1% last
year.  The change in global market share is largely attributable
to last year's highly successful employee discount incentive
program in North America and lower fleet sales in Europe.

"We know we have to develop and build great cars and trucks to
grow our business and we're encouraged by the recent success of
our newest vehicles, particularly in the U.S. market," Wagoner
said.  "Our new full-size SUVs, the Chevrolet Impala and HHR, and
Pontiac G6 have all posted strong sales this quarter.  Our newly
launched vehicles will account for about 30% of our U.S. retail
sales this year and grow to 40% next year."

GM North America posted an adjusted net loss of $85 million,
excluding special items, in the second quarter of 2006, a $1.1
billion improvement over the prior year period.  The improvement
is attributable to reductions in GM's cost base across a broad
range of activities, including improvement in warranty and other
quality-related costs and a reduction in ongoing pension expense,
due largely to the success of the hourly attrition program.

The attrition program and other cost initiatives have enabled GM
to increase its structural cost reduction target in North America.
GM expects to realize approximately $6 billion in cost savings in
2006, up from the previously announced $5 billion.  A major
contributor to this improvement is the April 30 remeasurement of
the U.S. hourly pension plans, which will result in a pre-tax
pension expense reduction of about $700 million for the 2006
calendar year.

"We have made solid progress in implementing our North America
turnaround plan in the first half, posting more than $2 billion
worth of improvements at GMNA, excluding special items," Wagoner
continued.  "More significantly, the impact of our cost-reduction
efforts on the bottom line will accelerate in the second half.
This, combined with building sales momentum from our new cars and
trucks and improved marketing, should enable us to continue to
improve year-over-year results significantly."

GM Europe posted adjusted earnings, excluding special items, of
$124 million for the quarter, an improvement of $94 million
compared with earnings of $30 million in the second quarter of
2005.  The improved earnings reflect favorable material costs and
improvements in pricing.

"Our European operations continue to gain momentum, posting a
second consecutive profitable quarter, excluding special items,"
Wagoner said.  "We are pleased with Saab's global market
performance, posting a sales increase of 24% for the first half of
the year, and the continued growth of the Chevrolet brand in
Europe.  We are also encouraged by the response to the new
Opel/Vauxhall Corsa, unveiled at the recent London Motor Show and
scheduled to arrive in showrooms this fall."

On an adjusted basis, excluding special items, GM Asia Pacific
posted earnings of $167 million in the second quarter, down
slightly from last year's earnings of $183 million.  The
difference is more than accounted for by the loss of equity income
from Suzuki following the reduction in GM's equity stake.  Market
share in the region increased to 6.7% in the second quarter of
2006, up from 6.2% during the second quarter of 2005, driven by
strong sales in China.

GM Latin America, Africa and Middle East posted adjusted earnings,
excluding special items, of $156 million, a significant increase
of $131 million compared with last year's second quarter results
of $25 million.  This reflects an increase in volume and improved
pricing.

                               GMAC

General Motors Acceptance Corporation reported record net income
of $898 million for the second quarter of 2006, up $82 million
from second quarter 2005 earnings of $816 million.  GMAC's
mortgage business, ResCap, reported increased results, while the
Automotive Finance and Insurance businesses reported lower
earnings.

"GMAC continues to perform well despite pressure on profit margins
from rising interest rates," Wagoner said.  "We remain on track to
complete the sale of 51% of GMAC to a consortium of investors in
the fourth quarter."

GMAC's Automotive Finance operations reported earnings of
$251 million, down $115 million from $366 million earned in the
second quarter of 2005.  The decrease is due to a combination of
continued margin pressures, lower remarketing results in the U.S.
and Canada and higher consumer credit provisions, slightly offset
by certain favorable non-U.S. tax rate changes and increases in
investment income.

ResCap earnings were $547 million in the second quarter of 2006,
up from the $300 million earned in the year-ago period, due
primarily to the $259 million gain on sale of its equity
investment in a regional homebuilder.  Excluding the gain on sale,
ResCap earnings declined slightly in comparison to the same period
last year.  Mortgage originations were $47 billion for the second
quarter, representing an increase from the $42.6 billion in the
second quarter of last year.

GMAC's insurance operations generated net income of $80 million
for the quarter, down $20 million from earnings of $100 million in
the second quarter of 2005, primarily due to a combination of
lower capital gains and wholesale losses incurred in the quarter
related to hail storms in the Midwest.  In addition, GMAC's
insurance operations maintained a strong investment portfolio,
with a market value of $7.7 billion on June 30, 2006, including
after-tax net unrealized capital gains of $545 million.

GMAC provided a significant source of cash flow to GM through the
payment of a $1.4 billion dividend in the second quarter.  GMAC
continues to maintain adequate liquidity with cash reserve
balances at June 30, 2006 of $22.7 billion, including
$17.2 billion in cash and cash equivalents and $5.5 billion
invested in marketable securities.

                       Cash and Liquidity

GM continues to bolster its liquidity position, a key element to
fund the North America turnaround plan.  GM generated adjusted
operating cash flow of $700 million in the second quarter of 2006,
a more than $2 billion improvement versus the year-ago period.
Cash, marketable securities, and readily-available assets of the
Voluntary Employees' Beneficiary Association trust totaled
$22.9 billion on June 30, 2006, up from $21.6 billion on March 31,
2006.

                       About General Motors

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

                           *     *     *

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

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


GENERAL MOTORS: DRBS Downgrades Long Term Debt Ratings to B
-----------------------------------------------------------
Dominion Bond Rating Service downgraded the long-term debt ratings
of General Motors Corporation and General Motors of Canada Limited
to B.  The commercial paper ratings of both companies are also
downgraded to R-3 (low) from R-3.

   * Commercial Paper  Downgraded R-3 (low) Neg
   * Long-Term Debt  Downgraded B Neg
   * Convertible Debentures Downgraded B Neg
   * Ind. Dev. Empower. Zone Rev. Bds., S2004 Downgraded B Neg
   * Long-Term Debt Downgraded B Neg

The trends remain Negative.  These rating actions are not related
to an assessment of GM's financial profile but rather a
consequence of the Company's completion of the amendment to its
revolving credit facility such that borrowings under the amended
credit facility will be on a secured basis.  This has placed all
current unsecured debts of the Company in a subordinated position
to this amended facility, thereby reducing the credit protection
of the unsecured creditor.

DBRS's downgrade of the unsecured debt of GM reflects this
subordination. DBRS previously announced its intention to take
such rating actions once the credit facility was amended.

This rating action does not affect the ratings of General Motors
Acceptance Corporation or Residential Capital Corporation and
their related subsidiaries at this time.  The ratings of GMAC and
ResCap are currently under review with developing implications
pending the sale of a controlling interest to a consortium led by
Cerberus Capital Management.

If the sale is completed as expected, DBRS anticipates that the
ratings of GMAC and ResCap will be decoupled from GM, and thereby
the ratings of the unsecured debt of GMAC and ResCap will not be
affected by the subordination issue.  If the sale does not
materialize by the fourth quarter of 2006, DBRS will take the
appropriate rating action at that time.


GLAZED INVESTMENTS: Ill. Court Confirms Amended Liquidating Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
entered an order confirming the Amended Chapter 11 Liquidating
Plan of Glazed Investments LLC.  The Court determined that the
Plan satisfies the standards for confirmation under Sec. 1129(a)
of the Bankruptcy Code.

The Debtor's Amended Plan filed on May 8, 2006, became effective
on July 13, 2006.

The Amended Plan will be funded by the proceeds of the sale of
substantially all of the Debtor's operating assets to Westward
Dough for $10,000,000.  The Debtor will monetize its remaining
assets to further fund the Plan.  Krispy Kreme will advance funds
if sale proceeds will be insufficient to pay distributions.

Under the Amended Plan, holders of secured claims amounting to
$10,666,018 will be paid in full.  Priority claims amounting to
$465,000 will also be paid in full.

Holders of general unsecured claims, aggregating $4,300,000, will
recover around 13.6% and 20% of their claim.

Equity interests will be cancelled.

A full-text copy of the Amended Disclosure Statement is available
for a fee at:

  http://www.researcharchives.com/bin/download?id=060517205044

Claims arising from the Debtor's rejection of executory contracts
or unexpired leases must be filed by August 2, 2006.

Final requests for (a) compensation or reimbursement of
professional fees for services rendered prior to the Effective
Date of the Amended Plan and (b) substantial contributions claims
must be filed and served on the Debtor and its counsel not later
than August 14, 2006.

Requests for allowance or payment of administrative claims must
also be filed with the Bankruptcy Court and served on counsel for
the Debtor by August 14.

Objections to any applications for compensation or reimbursement
of expenses must be filed and served on the Debtor and its counsel
and the requesting professional and other entity not later than 30
days after the date on which the applicable application for
compensation or reimbursement was served.

Headquartered in Oak Brook, Illinois, Glazed Investments, LLC,
operated 20 franchise locations of Krispy Kreme.  Krispy Kreme
owns 97% of the Debtor.  The Debtor filed for chapter 11
protection on Feb. 3, 2006 (Bankr. N.D. Ill. Case No. 06-00932).
Daniel A. Zazove, Esq., at Perkins Coie LLP represents the Debtor
in its restructuring efforts.  Elizabeth E. Richert, Esq., and
Steven R Jakubowski, Esq., at Robert F. Coleman & Associates
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed
$28,599,346 in assets and $32,953,785 in debts.


GRAN TIERRA: Expresses Going Concern Doubt Due to Lack of Funds
---------------------------------------------------------------
The management of Gran Tierra Energy Inc. fka Goldstrike Inc.
expressed substantial doubt in the Company's ability to continue
as a going concern in the Company's Annual Report for the year
ending Dec.31, 2005.

The Company's management said that the Company's ability to
continue as a going concern is dependent upon obtaining the
necessary financing to acquire oil and natural gas interests and
generate profitable operations from the Company's oil and natural
gas interests in the future.

Deloitte & Touche LLP, the Company's auditor, included an
explanatory paragraph in its audit report pointing to the
Company's going concern statement.

The Company incurred a $2.2 million net loss for the period ended
Dec. 31, 2005, negative cash flows from operations of
$1.9 million, and, as of Dec. 31, 2005, had an accumulated deficit
of $2.2 million.

The Company expects to incur substantial expenditures to further
its capital investment programs and its cash flow from operating
activities may not be sufficient to satisfy its current
obligations and meet our capital investment objectives.

As of December 31, 2006, the Company's balance sheet showed assets
amounting to $12,371,131 and an $11,039,347 stockholders' equity.

A full-text copy of the Annual Report on Form 10-KSB/A filed with
the Securities and Exchange Commission on July 18, 2006, is
available for free at http://ResearchArchives.com/t/s?e55

Gran Tierra Energy Inc., fka Goldstrike Inc., is an independent
international energy company involved in oil and natural gas
exploration and exploitation.


GT BRANDS: Confirmation Hearing Adjourned to August 10
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourned to Aug. 10, 2006, at 11:00 a.m., the hearing to consider
confirmation of the Modified First Amended Plan of Liquidation of
GT Brands Holdings LLC and its debtor-affiliates.

                       Overview of the Plan

As reported in the Troubled Company Reporter on May 25, 2006, the
Plan is a product of substantial discussions and negotiations
among the Debtors, the Senior Lenders and the Creditors Committee.

The Debtors estimated that, in addition to non-cash assets, they
will transfer approximately $7.6 million in cash to a Plan
Administrator.   The Plan Administrator will ultimately distribute
an aggregate of approximately $3.7 million to $4.1 million to the
Senior Lenders.  This amount represents the Debtors' cash, less
amounts to establish and fund:

   -- the Affiliate Debtors Carve-Out Fund amounting to
      $1 million;

   -- the Asset Recovery Fund amounting to $400,000;

   -- the Plan Operations Fund, approximately $1,500,000, based on
      an estimated windup date of June 30, 2006, which includes
      around $500,000 to fund the Disputed Claims Reserves; and

   -- distributions on account of Administrative Expense Claims
      and Priority Claims, totaling between $700,000 and
      $1,300,000.

The Debtors estimate that these distributions, together with other
amounts paid to the Senior Lenders since their bankruptcy filing,
including amounts paid under the Court's Cash Collateral Order,
will aggregate approximately $29.5 million to $29.9 million.

Holders of general unsecured claims against GT Brands, amounting
to $77.09 million, will receive a pro rata share of the proceeds
of the Causes of Action and the Avoidance Actions, if any.

Holders of general unsecured claims against the affiliate debtors,
amounting to $28.4 million to $31.9 million, will receive a pro
rata share of:

   -- Affiliate Debtors Carve-Out Fund;
   -- proceeds of the Affiliate Debtors Avoidance Actions.

Equity holders will get nothing under the Plan.

Headquartered in New York, New York, GT Brands Holdings LLC,
supplies home video titles to mass retailers.  The Debtors also
develop and market branded consumer, lifestyle and entertainment
products.  The Company and its affiliates filed for chapter 11
protection on July 11, 2005 (Bankr. S.D.N.Y. Case No. 05-15167).
Brian W. Harvey, Esq., at Goodwin Procter LLP, represents the
Debtors in their chapter 11 proceedings.  Patrick J. Orr, Esq.,
and Sean C. Southard, Esq., at Klestadt & Winters, LLP, represent
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed total
assets of $79 million and total debts of $212 million.


HANDMAKER JEWISH: Court Approves Amended Disclosure Statement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
Second Amended Disclosure Statement explaining the Second Amended
Plan of Reorganization of Handmaker Jewish Services for the Aging
on July 18, 2006.

The Court determined that the Disclosure Statement contained
adequate information -- the right kind of the right amount for
creditors to make informed decisions when asked to vote for the
Plan.

Under the Plan, Handmaker will pay its secured creditors according
to new agreements for payment reached with those creditors, or as
the Court otherwise orders.  Once it emerges, Handmaker will repay
its unsecured creditors with a dividend of approximately 10% on
the Effective Date and for three years later, by making
distributions of adjusted net revenues earned by Handmaker.

To make the payments required by the Plan and to supplement
Handmaker's net operating income, amounts will be raised from
contributions by benefactors to fund the Plan's initial payments.

Based on a $13.7-million valuation for a facility owned by
Handmaker and assuming an annual debt service requirement of
approximately $1 million, Handmaker has received commitments for
charitable contributions of around $2.3 million to $2.4 million.
These contributions represent specific commitments that have been
made to assist Handmaker in the funding of its Plan of
Reorganization.  It is anticipated that these general
contributions will continue in the future based upon historic
giving.

As far as the specific contributions for the reorganization, it is
anticipated that $800,000 of contributions will have been received
not later than the Effective Date of the Plan.  These amounts will
enable Handmaker to make payments required on the Effective Date.
The $800,000 is within the $2.3 million to $2.4 million in
contributions that are projected to be received on the Effective
Date and the three years following Effective Date.  Handmaker will
present evidence at the time of the hearing on confirmation
establishing that the contributions are more than likely to be
timely made than not.

Based on projected adjusted net revenue, unsecured creditors
should be repaid approximately $1.8 million, which is in excess of
what would be received in a liquidation.  In addition, the Debtor
will assume all necessary executory contracts for the continued
operation of the multiple residence-retirement community complex.

Unless a Section 1111(b) election is made, the Bondholder secured
debt will be limited to the value of the collateral as determined
by the Bankruptcy Court.  On April 17, 2006, the Bankruptcy Court
entered its Order determining the value of the Debtor's Property
at $13.7 million.

A full-text copy of the Second Amended Disclosure Statement is
available for a fee at:

  http://www.ResearchArchives.com/bin/download?id=060711044551

The Voting Record Date for the Plan was July 18, 2006.

The Court authorized Donlin, Recano and Company Inc. as
solicitation and voting agent, to disseminate and tabulate ballots
and master ballots on behalf of the holders of the bonds.

The deadline for the filing of ballots on the Plan by any creditor
or other interested party, other than a bondholder, was fixed at
August 22, 2006 at 4:00 p.m. local Arizona Time.

The deadline for the filing of master ballots and bondholder
ballots -- except for those of bondholders who hold their Bonds
through a bank, broker, or nominee -- was fixed at August 22, 2006
at 4:00 p.m. prevailing Eastern Time.

Non-Bondholder Ballots must be mailed to:

     Michael McGrath
     Lowell E. Rothschild
     Mesch, Clark & Rothschild, P.C.
     259 North Meyer Avenue
     Tucson, AZ 85701

Bondholder Ballots must be received not later than August 22,
2006, at 4:00 prevailing Eastern Time, by:

     A. If by mail:

     Donlin, Recano & Company, Inc.
     Attn: Voting Department
     P.O. Box 2034, Murray Hill Station
     New York, NY 10156-0701

     B. If by hand delivery or courier:

     Donlin, Recano & Company, Inc.
     Attn: Voting Department
     419 Park Avenue South, Suite 1206
     New York, NY 10016

The hearing to consider the confirmation of the plan will be
held on August 30, 2006, 10:00 a.m., at the U.S. Bankruptcy Court
at 4th Floor, 38 S. Scott Avenue in Tucson, Arizona.

Court written acceptances or rejections of the plan must be filed
by August 25, 2006.

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


HANDMAKER JEWISH: Wells Fargo's Plea to End Excl. Period Denied
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona denied
the request of Wells Fargo Bank (National Association), the
trustee under an October 1, 2000 bond indenture, to terminate
Handmaker Jewish Services for the Aging's exclusive period to file
a plan of reorganization and to solicit acceptances for any plan.

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

Philip R. Rudd, Esq., at Kutak Rock LLP, in Scottsdale, Arizona,
contended, among others, that the Debtor's proposed Plan is
facially unconfirmable, being a non-profit entity, with no equity
interests at stake to protect.

Wells Fargo's anticipated competing plan was premised on:

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

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

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


INCO LTD: Phelps Dodge Gets Canadian Clearance for Inco Purchase
----------------------------------------------------------------
Phelps Dodge Corp. received an Advance Ruling Certificate from the
Canadian Competition Bureau clearing its offer to purchase all of
the outstanding common shares of Inco Ltd.  The clearance is
unconditional.

"Phelps Dodge now has both Canadian and U.S. antitrust clearance
for our offer for Inco, and Inco has already received all
necessary regulatory approvals to proceed with its acquisition of
Falconbridge," J. Steven Whisler, chairman and chief executive
officer of Phelps Dodge, said.  "[Tues]day's Canadian regulatory
clearance is another positive step toward the successful
completion of our proposed acquisition."

                        About Phelps Dodge

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

                         About Inco Ltd.

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- produces 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.


INFOUSA INC: Earns $3.2 Million in Second Quarter Ended June 30
---------------------------------------------------------------
infoUSA Inc. disclosed its second quarter results for the three
months ended June 30, 2006.

"During the second quarter of 2006, we delivered strong organic
revenue growth of approximately 3% across our major business
units.  Revenues for the second quarter, which is historically the
slowest period in the direct mail industry, were $100.3 million,"
Vin Gupta, infoUSA's chairman and chief executive officer,
commented.

                     Second Quarter Highlights

   -- infoUSA continued building on the success of its
      subscription model during the second quarter adding over
      6,000 subscribers to Salesgenie.com(R), Credit.net(R) and
      infoUSA's other subscription products.  infoUSA now has
      approximately 42,000 total subscribers compared to
      approximately 18,000 at the end of the second quarter of
      2005.  The cancellation rate has stabilized at approximately
      18% as the company continues to refine its advertising and
      marketing strategy to find the right mix of direct
      marketing, e-mail, radio and television advertising, and
      keyword searches on the internet, to reach ideal customers
      such as small business owners, entrepreneurs, and sales
      people.  By continually adding new subscribers, infoUSA is
      generating a future sustainable and predictable revenue
      stream;

   -- In accordance with generally accepted accounting principles,
      infoUSA only recognizes one month of revenue in the month a
      subscription is sold, while advertising and marketing must
      be expensed as the costs are incurred.  For example, the
      Company believes that it costs approximately $1,500 to
      acquire a new Salesgenie.com subscriber, but infoUSA only
      recognizes $300 of revenue in the month in which a new
      customer is acquired.  However, infoUSA believes the
      lifetime value of a Salesgenie.com subscriber to be over
      $7,500.  infoUSA is confident that it can employ the same
      business model as cable companies and cell phone companies
      to effectively build a sustainable and predictable revenue
      stream;

   -- infoUSA intends to continue investing in marketing and
      advertising in order to build a profitable revenue base.
      By converting many of its one-time list customers to
      subscription customers, we are signing on a new class of
      subscribers to Salesgenie.com.  Many of these new clients
      have never used direct mail or lead generation products,
      so infoUSA is reaching a much bigger market potential than
      ever before.  Moving forward, infoUSA is evaluating
      opportunities to lower the acquisition cost per customer;

   -- infoUSA continues to invest in advertising and branding.
      Total advertising and marketing expense increased by
      $2.9 million in the second quarter as compared to the same
      period last year.  The increased spending is generating
      approximately 4% revenue growth, year to date, for the
      entire company.  It is infoUSA's objective to make
      Salesgenie.com, infoUSA.com, and Credit.net widely
      recognized small business brands;

   -- To take advantage of revenue growth opportunities, infoUSA
      continues to expand its international sales force.  In the
      second quarter, additional sales people were added in Hong
      Kong, Mexico and South America;

   -- infoUSA is constantly seeking additional data sources to
      improve and expand on what it believes is the finest
      international database of large businesses by adding more
      content on small and medium sized business.  In the second
      quarter, infoUSA added an additional 1.6 million small
      businesses in the United Kingdom to its international
      databases.  infoUSA is seeking specific data providers in
      fast-growing, emerging markets, such as Brazil, India,
      China, Asia Pacific, and Australia; and

   -- infoUSA continued to consolidate the direct mail industry
      with its acquisition of List Brokerage and List Management
      companies.  During the second quarter, infoUSA acquired
      Mokrynskidirect(TM) adding to its stable of companies in
      this space.  infoUSA is anticipating a strong third and
      fourth quarter for its List Brokerage and List Management
      business, because traditionally third and fourth quarters
      are the strongest in the direct mail industry.

                       Financial Highlights

"During the second quarter 2006, revenue was $100.3 million versus
$93.7 million for the same period in 2005, an increase of 7%,
Gupta continued.

"Our second quarter operating income was $7.5 million versus
$11.8 million during the corresponding quarter of 2005.  The
operating margin was down in the second quarter of 2006 due to the
company's investment in advertising and marketing for our
subscription products and due to losses in our seasonal list
brokerage businesses.  Also, during the quarter, $1.7 million was
spent on the proxy contest and other shareholder matters."

"We're pleased by the continued organic revenue growth across the
company and the performance of our subscription products in the
second quarter of 2006, Gupta continued.

"In order to reduce operating costs, we have taken cost-cutting
measures throughout the company.  We are examining all of our
advertising and marketing expenses and are eliminating programs
that are not producing results.

"In addition, we have initiated a hiring freeze and are reducing
overhead costs in divisions that are not growing.  We incurred
$800,000 in severance and restructuring charges in the second
quarter and we expect this effort to generate annual savings of
$8 million.

"Going forward, we expect to see continued revenue growth as the
number of new subscribers continues to increase, building our
revenue base.  The strong revenue base is reflected in
$52.5 million of unbilled revenue in the company's pipeline for
the next 12 months.  We will continue to invest in branding and
advertising on our subscription services because that's the only
way to achieve long-term organic growth."

The Company earned $3.2 million for the second quarter ended June
30, 2006, compared to earnings of $6.4 million for the same period
in 2005.

For the first six months of 2006, net sales were $203.4 million
compared to $188.8 million for the same period last year.  That
represents an 8% increase in revenue, when adjusted for
acquisitions, it represents 4% organic growth in 2006 compared to
2005.  Operating income was $23.0 million for the first six months
of 2006 compared to $27.4 million for the first six months of
2005.  The decrease in operating income is mainly attributed to
increased marketing and advertising expenses and to $2.0 million
dollars of expenses related to the proxy contest and other
shareholder matters.

                    infoUSA's Growth Strategy

   -- New product development and delivery

      infoUSA plans to grow by developing new products and by
      enhancing existing products.  The company is leveraging the
      strength of its ZipMailUSA.com and Salesgenie.com products
      to transition the business to a subscription model.  These
      products also reach a much larger market than ever before;

   -- International growth opportunities

      OneSource Global Business Database is ripe for international
      sales growth;

   -- Solution selling

      Offer end-to-end advertising and marketing solutions for
      small business customers.  ZipmailUSA.com offers completely
      integrated online copywriting, graphics, printing and
      mailing services to small businesses;

   -- Develop new markets

      Expand the use of the Donnelley database and database
      marketing services among political and 501(c)3
      not-for-profit fundraising organizations, professional
      sports business offices.  With the help of recently
      appointed Peter O'Keefe, the Company is centralizing its
      ability to review RFP's with the federal government enabling
      the Company to leverage government business across multiple
      infoUSA divisions; and

   -- Increase market share and enter complimentary business
      through acquisitions

      infoUSA intends to enhance its capabilities through
      acquisitions.  There are many small direct marketing
      businesses that have no economies of scale and their owners
      are seeking an exit strategy.  infoUSA has the opportunity
      to buy these businesses, improve the cost structure, and
      increase marketshare and profit.  infoUSA is currently in
      discussions with several potential acquisitions and intends
      to continue leading the consolidation of this industry.

           Expanded Advertising and Corporate Branding

infoUSA is investing heavily in branding and advertising to
promote SalesGenie.com, infoUSA.com, and Credit.net(R).  infoUSA
increased its advertising by $2.9 million over the second quarter
of 2005 and by $5.4 million year-to-date over the same period last
year.  The increased spending was in radio, TV, Google, and other
mass advertising.  This advertising effort has led to an increase
in expense, but as the subscription base builds and the
advertising costs remain stable, infoUSA expects that sales and
profitability will increase.

The company has retained two agencies, A. Eickhoff in Chicago and
DDB in San Francisco, to develop television advertising.

The company is promoting its Salesgenie product in a nationwide
radio advertising campaign.  The radio advertising is proving to
be very effective in reaching outside sales people and small
business owners.  The Company is working with Marketing Architects
to help it develop infoUSA's radio advertising efforts.

infoUSA is a major advertiser in on-line media using companies
such as Google(R), MSN(R), AOL(R), and Yahoo(R) for keyword
searches and the company plans to increase its presence in online
media.

Based in Omaha, Nebraska, infoUSA Inc. (NASDAQ: IUSA) --
http://www.infoUSA.com/-- provides business and consumer
information products, database marketing services, data processing
services and sales and marketing solutions.  Founded in 1972,
Content is the essential ingredient in every marketing program,
and infoUSA has the most comprehensive data in the industry, and
is the only company to own a proprietary database of 250 million
consumers and 14 million businesses under one roof.  The infoUSA
database powers the directory services of the top Internet
traffic-generating sites.  Nearly 3 million customers use
infoUSA's products and services to find new customers, grow their
sales, and for other direct marketing, telemarketing, customer
analysis and credit reference purposes.

                           *     *     *

As reported in the Troubled Company Reporter on March 13, 2006,
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and a recovery rating of '3' to infoUSA Inc.'s $275 million
senior secured credit facility.  At the same time, S&P affirmed
the Company's 'BB' corporate credit rating.  S&P said the outlook
is stable.

As reported in the Troubled Company Reporter on Nov. 2, 2005,
Moody's Investors Service affirmed InfoUSA Inc.'s corporate family
rating at Ba3; $50 million senior secured revolving credit
facility due 2007 at Ba3; $94 million senior secured first lien
term loan A due 2009 at Ba3; and $69 million senior secured term
loan B due 2010 at Ba3.


INNOPHOS INC: Moody's Holds Junk Rating on $190 Million Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
for Innophos Investment Holdings, Inc. and the existing ratings on
the company's debt and the rated debt of its Innophos, Inc.
subsidiary.  Moody's also affirmed the company's speculative grade
liquidity rating of SGL-2.  The outlook was revised to positive
from developing following the recent filing by Innophos Holdings,
Inc. of an initial public offering with a proposed maximum
aggregate offering price of $150 million.

These summarizes the current ratings:

Innophos Investment Holdings, Inc.

   * Corporate family rating -- B2
   * $120 million Senior notes due 2015 -- Caa2
   * Speculative grade liquidity rating -- SGL-2

Innophos, Inc.

   * $50 million Guaranteed senior secured revolver due
     2009 -- B2

   * $220 million Guaranteed senior secured term loan B due
     2010 -- B2

   * $190 million 8.875% Guaranteed senior subordinated
     notes due 2014 -- Caa1

The positive outlook reflects the expected reduction in debt
resulting from prepaying debt with a portion of the proceeds
to the company from the IPO, credit metrics that are currently
supportive of a higher rating and the fact that the company has
not been required to post security associated with Mexican tax
claims.  The current change in outlook marks the end of the
developing outlook established in July 2005, following
developments in the company's Mexican tax claims case.  The
positive outlook might be followed by an upgrade if the company
were to successfully complete its IPO and reduce debt with part of
the proceeds, there were an attractive resolution of the company's
Mexican tax claims case and the company's operations continued to
successfully generate cash flow and reduce debt.

In November 2004, the company's Mexican subsidiary, Innophos
Fosfatados, received notice of claims from the Mexican Tax Audit
and Assessment Unit of the National Waters Commission demanding
payment of duties, taxes and other charges related to the
extraction of water by the Coatzacoalcos manufacturing plant from
1998 through 2002.

On June 13, 2005, a New York State Court entered an order granting
Innophos' summary judgment motion on two counts, which sought
declarations that the CNA claims are taxes entitled to full
indemnification under the sale agreement with Rhodia, and that
Rhodia is obligated to pledge any necessary security to guarantee
the claims to the Mexican government.  Rhodia appealed
the decision and has not posted the security.  If Rhodia does not
post the security, Innophos may be required to provide the
security.

On August 29, 2005, the CNA affirmed certain cliams, and ordered
the revocation of certain other claims, but has reserved the right
to correct and re-issue the revoked claims.  The company appealed
all matters to the Mexican Tax Court.  The company has stated that
they have determined that liability is reasonably possible, but is
neither probable nor reasonably estimable and a final
determination of the matter may require appeals, which might
continue for several years.  Failure to resolve the claims and
security situation with Rhodia could potentially have a negative
impact on the Innophos' operations in Mexico, and hence, the
company's financial profile.

The affirmation of the speculative grade liquidity rating at SGL-2
reflects the likelihood that Innophos will maintain an elevated
cash balance until the situation with Rhodia is resolved, that the
company will continue to generate positive free cash flow,
continued access to its undrawn revolving credit facility, good
flexibility under its financial covenants and a favorable debt
maturity profile.  The company has access to over $45 million from
its $50 million revolving credit facility expiring 2009 that is
secured by a lien on domestic working capital and fixed assets.

Since the company's businesses are not seasonal and term loan
amortization is currently limited to $1.9 million per year,
Moody's anticipates that Innophos will not be required to draw
under its revolving credit facility over the next 12 months.
Furthermore, the company's liquidity should be insulated by a
provision in the bank agreement, which limits cash investments in
its Mexican affiliate.

Innophos Holdings, Inc., is the parent holding company of Innophos
Investment Holdings, Inc., which is also a holding company that
owns 100% of Innophos, Inc.  The company is the largest North
American manufacturer of specialty phosphate salts, acids and
related products serving a diverse range of customers across
multiple applications, geographies and channels.  Innophos offers
a broad suite of products used in a wide variety of food and
beverage, consumer products, pharmaceutical and industrial
applications.  Headquartered in Cranbury, New Jersey, Innophos has
plant operations in the US, Canada and Mexico.  Its revenues for
the last twelve months ended March 31, 2006, were $528 million.


LA PETITE: Wants to Refinance Debt with Credit Facilities
---------------------------------------------------------
La Petite Academy, Inc., and LPA Holding Corp., which reported
their intent to explore alternatives for refinancing their senior
credit facility and 10% Senior Notes due 2008, intends to
refinance the debt through:

   * a $20 million senior secured revolving credit facility
     maturing in August 2011,

   * a $110 million senior secured first lien term loan facility
     maturing in August 2012, and

   * a $85 million senior secured second lien term loan facility
     maturing in February 2013.

The 10% Senior Notes are currently redeemable at the option of La
Petite, in whole or in part.

La Petite has not made any definite decision regarding the final
terms of any refinancing, or whether to proceed with a
refinancing.  There can be no assurances that a refinancing will
be consummated.

                         About La Petite

Headquartered in Chicago, Illinois, La Petite Academy Inc. --
http://www.lapetite.com/-- is the largest privately held and one
of the leading for-profit preschool educational facilities in the
United States based on the number of centers operated.  The
company provides center-based educational services and childcare
to children between the ages of six weeks and 12 years.

At April 8, 2006, La Petite Academy's balance sheet showed a
stockholders' deficit of $305,225,000, compared to a $293,012,000
deficit at July 2, 2005.

                          *     *     *

As reported in the Troubled Company Reporter on July 11, 2006,
Standard & Poor's Ratings Services placed its ratings on
Chicago, Illinois-based La Petite Academy Inc., including the
'CCC' corporate credit rating, on CreditWatch with positive
implications.


LANDRY'S RESTAURANT: Moody's Reviews Ratings and May Downgrade
--------------------------------------------------------------
Moody's Investors Service placed all ratings of Landry's
Restaurants Inc., including those of Golden Nugget, Inc. on
review for possible downgrade following the company's announcement
that it has retained various advisors to assist it in evaluating
strategic alternatives for its Joe's Crab Shack chain of casual
restaurants as well as enhancing shareholder value through the
Saltgrass Steak House chain.

Ratings placed on review for possible downgrade are;

Landry's Restaurant Inc.

   * Corporate family rated Ba3

   * $300 million senior secured revolving credit facility, due
     December 28, 2009, rated Ba2

   * $150 million senior secured term loan B, due December 28,
     2010, rated Ba2

   * $400 million 7.5% senior unsecured notes, due December 2014,
     rated B2

   * Speculative grade liquidity rating rated SGL-2

Golden Nugget, Inc.

   * Corporate family rating rated B2

   * $155 million 8.75% secured second lien notes, due
     December 1, 2011.

Moody's review will focus on the impact Landry's new strategic
initiatives will have on all bondholders, including the potential
use of proceeds, negative impact to cash flows, and ultimate
capital structure.

As of March 31, 2006, of the total 317 units owned by Landry's,
there were approximately 150 Joe's Crab Shack and 34 Saltgrass
Steak House.  During the first quarter of 2006, Landry's reported
negative same store sales growth for Joe's Crab shack, while the
Saltgrass Steak House chain reported its eleventh consecutive
quarter of same store sales growth during the same period.  In
addition, Landry's owns Golden Nugget, which owns and operates the
Golden Nugget hotel and casinos in Las Vegas and Laughlin Nevada.
Golden Nugget is a wholly-owned unrestricted subsidiary of
Landry's.

Landry's Restaurants, Inc., with headquarters in Houston, Texas,
owns and operates more than 317 mostly casual dining restaurants
under the trade names Joe's Crab Shack, Landry's Seafood House,
Chart House, The Crab House, Saltgrass Steak House, and Rainforest
Cafe., in addition to the Golden Nugget hotel and casinos in
Nevada.


LEGENDS GAMING: Moody's Junks Rating on $65 Million Senior Loan
---------------------------------------------------------------
Moody's Investors Service assigned a 'B2' rating to Legends
Gaming, LLC's $15 million senior secured 5-year first lien
revolver and $142 million senior secured first lien 5-year term
loan B.  A 'Caa1' was assigned to the company's $65 million senior
secured 6-year second lien term loan.  A 'B2' corporate family
rating and stable ratings outlook were also assigned.

Proceeds from the new bank facility along with an equity
contribution will be used to fund and re-brand the $240 million
acquisition of two casinos from Isle of Capri Casinos, Inc.: Isle
of Capri Vicksburg and Isle of Capri Bossier City.  Legends plans
to re-brand Vicksburg and Bossier City as DiamondJacks.  The sale
is expected to be completed in the third quarter of 2006.  This is
the first time Moody's assigned ratings to Legends.

The ratings and stable outlook consider Legends relatively
small size, limited diversification, pro forma leverage of about
4.6 times, and exposure to very competitive gaming markets.
Positive ratings consideration is given to the benefits that both
the Bossier City and Vicksburg casinos have experienced as a
result of the post-Hurricane Katrina population shift, although
longer-term, these benefits are less certain.  Ratings upside is
limited over the near-term given the uncertainty associated with
the success of the company's re-branding efforts and the highly
competitive nature of the Bossier City market.

Longer-term, however, a successful re-branding combined with
sustainable debt of at or below 5x could result in a higher
rating.  At the same time, lower than expected operating results
resulting from increased competition and unsuccessful re-branding
efforts could have a negative impact on ratings.  Debt reaching 6x
would likely result in a downgrade.

The similarity between Legends' first secured bank loan ratings
and corporate family rating reflects the significant amount of
first lien secured debt in the pro forma capital structure.  The
'Caa1' rating on the second lien bank facility anticipates that it
would likely experience some level of impairment in a distressed
scenario.

Legends Gaming, LLC, headquartered in Frankfort, Illinios, was
formed to purchase two casino properties from Isle of Capri.  On a
combined basis, these two properties generate approximately $200
million of total revenues.


LEVITZ HOME: Assigns West Interactive Contract to PLVTZ
-------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York approves Levitz Home
Furnishings, Inc. and its debtor-affiliates request to assume and
assign to PLVTZ, LLC, their "Agreement for Automated Outbound
Confirmation Calls" with West Interactive Corporation, upon
PLVTZ's payment of a $51,948 cure amount to West Interactive.

On May 30, 2006, the Purchasers provided the Debtors with a
Contract Assumption Notice designating the assumption and
assignment 28 executory contracts to PLVTZ, including:

    Counterparty     Designated Contract              Cure Amount
    ------------     -------------------              -----------
    West             Agreement for Automated Outbound     $46,253
    Interactive      Confirmation Calls
    Corporation

A full text copy of the chart indicating the 28 Designated
Contracts is available for free at:

             http://ResearchArchives.com/t/s?c7f

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Two Claimants Transfer Claims Aggregating $596,074
---------------------------------------------------------------
The Clerk of the U.S. Bankruptcy Court for the Southern District
of New York received two notices of claim transfers:

    (i) Claim No. 52976 filed by Les Industries Amisco Ltee for
        $297,586 to:

            Export Development Canada
            151 O'Connor Street
            Ottawa, Ontario
            Canada, K1A 1K3
            Contact Person: N. Arruda Thom

   (ii) Claim No. 298 for $165,744, and an unsecured proof of
        claim for $132,744 -- both filed by AT&T Corporation --
        to:

            Contrarian Funds LLC
            411 West Putnam Avenue
            Suite 225
            Greenwich, Connecticut 06830
            Contact Person: Janice M. Stanton

                         Claim No. 52976

According to Mr. Thom, in an assignment agreement dated Nov. 30,
2005, Les Industries transferred and assigned to Export
Development all right, title and interest for Claim No. 52976.
The parties' agreement was made under, governed by, and construed
in accordance with the laws of the Province of Quebec and the
applicable laws of Canada.

Export Development issued insurance policy No. GC1-1762520 to Les
Industries, insuring against the risk of non-payment of amounts
owing to Les Industries pursuant to various sales contracts.

Levitz Homes Furnishings, Inc., failed to make payments due and
owing to Les Industries for $297,586, pursuant to certain terms
of one or more sale contracts between the parties covered under
the Policy, Mr. Thom explains.

                         The AT&T Claims

AT&T waives any notice of hearing requirements imposed by Rule
3001 of the Federal Rules of Bankruptcy Procedure, and stipulates
that a ruling may be entered recognizing:

    * the assignment of the claims as an unconditional assignment;
      and

    * Contrarian Funds as the valid owner of those claims.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LODGENET ENT: June 30 Balance Sheet Upside-Down by $66.4 Million
----------------------------------------------------------------
LodgeNet Entertainment Corporation reported quarterly revenue of
$71.9 million, for the second quarter ended June 30, 2006, an
increase of 5.5% compared to $68.1 million in 2005.  Guest Pay
Revenue per room increased 2.2% to $22.87 for the three months
ended June 30, 2006, compared to $22.38 for the same period in
2005.  Operating income increased to $6.7 million in the second
quarter this year as compared to $6.1 million in the second
quarter last year.  For the second quarter ended June 30, 2006,
net income was $433,000 versus net loss of $1.7 million in 2005.

"We delivered another quarter of solid fundamental performance as
we continued to execute on our strategic plan focused on growth,
profitability and cash flow generation," said Scott C. Petersen,
LodgeNet President and CEO.  "During the quarter, top line revenue
increased 5.5%, resulting in part from the growth and performance
of our digital room base, and in part from the contributions of
our new strategic initiatives, including Healthcare and Travel
Centers, all of which generated more than $1 million of revenue,
or approximately 25% of our revenue growth during the quarter.
Overall, average revenue per Guest Pay room was up 2.2% quarter
over quarter.  Our digital system is now in 68% of our interactive
Guest Pay room base."

"We continue to make significant progress with respect to
profitability during the quarter," said Gary H. Ritondaro,
LodgeNet Senior Vice President and CFO.  "For the first time in
our company's history, we achieved net income in a second quarter,
posting $433,000 of net income compared to a $1.7 million net loss
during the prior year's quarter."

"Our cash flow results continued their solid trend," added Mr.
Ritondaro.  "During the first six months, net free cash flow was
$11.4 million compared to $5.1 million for the first six months of
2005.  Over the past twelve months, we have generated $19.1
million of net free cash flow while having simultaneously
installed more than 113,000 digital rooms.  Because operations
continued to more than fully fund our total capital needs during
the first six months, we again reduced our long-term debt by $5
million in early July, reducing our debt to leverage ratio now to
approximately 2.9 times."

"As we continue to implement our strategic plan, we are generating
steadily improving financial returns," said Mr. Petersen.  "Our
digital platform is producing solid results, our strategic
initiatives are beginning to produce meaningful revenue and we
continue to seek additional business opportunities that will
expand our leadership position within the markets we serve."

As of June 30, 2006, the Company's balance sheet reflected assets
amounting to $261.9 million and debts totaling to $328.3 million
resulting in a $66.4 million stockholders' deficit.

Based Sioux Falls, South Dakota, LodgeNet Entertainment Corp.
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
television and broadband solutions to hotels throughout the United
States and Canada as well as select international markets.  These
services include on-demand movies, music and music videos, on-
demand videogames, Internet on television, and television on-
demand programming, as well as high-speed Internet access, all
designed to serve the needs of the lodging industry and the
traveling public.  LodgeNet provides service to more than one
million interactive guest pay rooms and serves more than 6,000
hotel properties worldwide.  LodgeNet estimates that during 2005,
approximately 300 million travelers had access to LodgeNet's
interactive television systems.  In addition, LodgeNet is an
innovator in the delivery of on-demand patient education,
information and entertainment to medical care facilities.


LONGVIEW FIBRE: Exploring Alternatives to Boost Shareholder Value
-----------------------------------------------------------------
The Board of Directors of Longview Fibre Company decided to
explore a range of strategic alternatives to further enhance
shareholder value.  These strategic alternatives may include, but
are not limited to, continued execution of the Company's operating
plan, a sale or merger of the Company or other strategic
transaction, and a sale of certain company assets.

Goldman, Sachs & Co. and Banc of America Securities LLC, the
Company's financial advisors, and Skadden, Arps, Slate, Meagher &
Flom LLP and Perkins Coie LLP, the Company's legal advisors, will
assist in this effort.

"Our Board of Directors and management are committed to enhancing
value for our shareholders," Richard H. Wollenberg, Longview
Fibre's President, Chief Executive Officer and Chairman of the
Board, said.  "Over the last several years, we have taken decisive
actions to improve operations, restructure our company and
accelerate the delivery of value to shareholders, including our
conversion to a REIT and implementation of our operating plan.
With this strong foundation, we believe that now is the right time
to explore our strategic alternatives to enable our Board of
Directors to determine the best course for enhancing shareholder
value."

As part of the exploration of strategic alternatives process,
Longview Fibre would anticipate sharing non-public information
with interested parties, including Obsidian Finance Group, LLC and
The Campbell Group, LLC (Obsidian/Campbell), subject to their
entering into appropriate confidentiality agreements.

The Company noted that there can be no assurance that the
exploration of strategic alternatives will result in any
agreements or transactions.  The Company does not intend to
disclose developments with respect to the exploration of strategic
alternatives unless and until the Board has made a final decision.

                Shareholders Meeting Postponed

In light of the decision to explore strategic alternatives, the
Board postponed special meeting of shareholders that it had
voluntarily scheduled for Sept. 12, 2006, to consider various
non-binding, advisory resolutions advocated by Obsidian/Campbell.
Obsidian/Campbell has also delivered a shareholder demand for a
shareholder meeting relating to their resolutions.  Unless the
demand is withdrawn, the Company would expect to have a special
meeting of shareholders in the fall.

"We have postponed the special meeting of shareholders that we
called because we believe it is important that we direct our
efforts and attention to exploring all strategic alternatives and
executing on our operating plan without the distraction of a
special meeting of shareholders," Mr. Wollenberg said.

                  About Longview Fibre Company

Based in Longview, Washington, Longview Fibre Company (NYSE: LFB)
-- http://www.longviewfibre.com/-- is a timberlands owner and
manager, and a specialty paper and container manufacturer.  Using
sustainable forestry methods, the Company manages 587,000 acres of
softwood timberlands located in western Washington and Oregon,
primarily for the sale of logs to the U.S. and Japanese markets.
Longview Fibre's manufacturing facilities include a pulp-paper
mill at Longview, Washington; a network of converting plants; and
a sawmill in central Washington.  The company's products include:
logs; corrugated and solid-fiber containers; commodity and
specialty kraft paper; paperboard; and dimension and specialty
lumber.

                          *     *     *

As reported in the Troubled Company Reporter on May 16, 2006,
Moody's Investors Service concluded its review of Longview Fibre
Company and lowered Longview's corporate family rating to B1 from
Ba3, senior secured rating to Ba3 from Ba2, and senior subordinate
rating to B3 from B2.  In addition, Moody's lowered the senior
unsecured rating to B2 from B1 and will withdraw the senior
unsecured rating on Longview's rescinded senior unsecured note
offering.  Moody's also assigned a rating of Ba3 to Longview's
proposed senior secured Term Loan B facility.  The ratings outlook
is negative.

As reported in the Troubled Company Reporter on April 21, 2006,
Standard & Poor's Ratings Services held its ratings, including
the 'BB' corporate credit rating, on Longview Fibre Co. on
CreditWatch with negative implications where they were placed on
March 9, 2006.  The CreditWatch update followed Longview's
announcement that it has again rejected the unsolicited
acquisition proposal from Obsidian Finance Group LLC, a private
equity firm, and The Campbell Group LLC, a timber investment
management organization.


LORETTO-UTICA: Can Access GECC Cash Collateral Until August 30
--------------------------------------------------------------
The Honorable Stephen D. Gerling of the U.S. Bankruptcy Court for
the Northern District of New York authorized Loretto-Utica
Properties Corporation to continue using the cash collateral
securing its obligation to General Electric Capital Corporation.

The Debtor can use GECC's cash collateral until August 31, 2006,
in accordance with its 2-month budget for July and August 2006.  A
copy of the budget is available for free at:

              http://researcharchives.com/t/s?e65

The final hearing to consider approval of the Debtor's use of the
Cash Collateral is scheduled on August 29, 2006, 10:00 a.m., at
the U.S. Bankruptcy Court, Room 230, 10 Broad Street in Utica, New
York.

                         GECC Obligation

The GECC Debt stemmed from the Debtor's default on its obligations
to its previous lenders.  Those lenders eventually assigned the
loans to the Department of Housing and Urban Development.  HUD
paid for the bonds and thereafter sold it to GECC and at the same
time assigned the Loan Documents to GECC.

Pursuant to the terms of the Mortgage and Supplemental Mortgage
sold to GECC, GECC holds interest in the leases between the Debtor
and:

    * Loreto-Utica Residential Health Care Facility,
    * Loreto-Utica Adult Residence, Inc., and
    * St. Elizabeth Hospital.

GECC also asserts an interest in the rental and other payments due
and to become due under the terms of the leases.

                      Adequate Protection

As adequate protection, the Debtor will provide GECC with a roll
over security interest having the same extent, validity and
priority as the prepetition liens.

In addition, the Debtor will pay GECC $25,000 with the same
interest reflected at the contract rate on the value of GECC's
interest.

Headquartered in Syracuse, New York, Loretto-Utica Properties
Corporation filed for chapter 11 protection on Dec. 15, 2005
(Bankr. N.D.N.Y. Case No. 05-73473).  Jeffrey A. Dove, Esq., at
Menter, Rudin & Trivelpiece, P.C., represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for protection from its creditors, it estimated $1
million to $10 million in assets and estimated $10 million to $50
million in debts.


MCMORAN EXPLORATION: June 30 Balance Sheet Upside-Down by $21 Mil.
------------------------------------------------------------------
McMoRan Exploration Co. earned net income of $14.1 million for the
second quarter of 2006 compared with a net loss of $16.2 million
for the second quarter of 2005.

McMoRan's net income from its continuing operations for the second
quarter of 2006 totaled $16.1 million, which includes $2.9 million
of start-up costs associated with MPEH(TM) and $6.8 million of
exploration expense.  During the second quarter of 2005, net loss
from continuing operations totaled $14.9 million, including
$2.6 million of MPEH(TM) start-up costs and $28.5 million of
exploration expense.

At June 30, 2006, the Company's balance sheet showed a
stockholders' deficit of $21.4 million, compared to an $86.5
million deficit at Dec. 31, 2005.  The Company had a $37.9 million
stockholders' deficit at March 31, 2006.  The June 30 deficit
reflects completion of debt conversion transactions in the first
quarter of 2006. In these transactions, McMoRan converted $29.1
million of its 6% convertible senior notes due in 2008 and $25
million of its 5 1/4% convertible senior notes due in 2011 into
approximately 3.6 million shares of McMoRan common stock.

James R. Moffett and Richard C. Adkerson, Co-Chairmen of McMoRan,
said, "The continued success of our exploration and development
program resulted in increased oil and gas production of 46%
compared to the first quarter of 2006.  We had three additional
discoveries in the quarter and are enthusiastic about our
opportunities to discover additional reserves and increase our
production through our deep gas exploration activities onshore
South Louisiana and in the shallow waters of the Gulf of Mexico.
We are also working diligently to establish a major new offshore
LNG terminal and look forward to obtaining our permit and
proceeding with completion of the commercial arrangements and
construction of the facilities to bring the MPEH(TM) LNG facility
into operation."

McMoRan's second-quarter 2006 oil and gas revenues totaled
$50.3 million, compared to $30.9 million during the second quarter
of 2005.  During the second quarter of 2006, McMoRan's sales
volumes totaled 3.9 Bcf of gas and 360,600 barrels of oil and
condensate, including 203,600 barrels from Main Pass Block 299,
compared to 2.8 Bcf of gas and 208,800 barrels of oil and
condensate in the second quarter of 2005, including 100,600
barrels from Main Pass Block 299.  McMoRan's second-quarter
comparable average realizations for gas were $6.90 per thousand
cubic feet (Mcf) in 2006 and $7.51 per Mcf in 2005; for oil and
condensate, including Main Pass Block 299, McMoRan received an
average of $64.96 per barrel in second-quarter 2006 compared to
$48.85 per barrel in second-quarter 2005.

On June 30, 2006, McMoRan had unrestricted cash and cash
equivalents of approximately $17 million and no borrowings under
its $55 million credit facility.  Capital expenditures for the
second quarter of 2006 totaled $73.7 million and $142.5 million
for the six-months ended June 30, 2006.  Capital expenditures are
expected to approximate $260 million for the year, including
approximately $130 million for exploration expenditures and $130
million for currently identified development costs.

McMoRan Exploration Co. -- http://www.mcmoran.com/-- is an
independent public company engaged in the exploration, development
and production of oil and natural gas offshore in the Gulf of
Mexico and onshore in the Gulf Coast area.  McMoRan is also
pursuing plans for the development of the MPEH(TM) which will be
used for the receipt and processing of liquefied natural gas and
the storage and distribution of natural gas.


MICHAEL BURKE: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Michael Lawrence Burke
        1519 Riverview Lane
        Bradenton, Florida 34209

Bankruptcy Case No.: 06-03776

Chapter 11 Petition Date: July 26, 2006

Court: Middle District of Florida (Tampa)

Debtor's Counsel: John Daniel Goldsmith, Esq.
                  Trenam, Kemker, Scharf, Barkin, Frye,
                  O'Neill & Mullis, P.A.
                  2700 Bank of America Plaza
                  101 East Kennedy Boulevard
                  P.O. Box 1102
                  Tampa, Florida 33602
                  Tel: (813) 223-7474
                  Fax: (813) 229-6553

Total Assets: $2,275,350

Total Debts:  $3,115,012

Debtor's 13 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
   Cardservice International Inc.          $1,200,000
   P.O. Box 5180
   Simi Valley, CA 93062-5180

   Valdus Group                              $200,000
   3504 Craigmont Drive
   Tampa, FL 33619

   American Express                          $153,000
   P.O. Box 360001
   Fort Lauderdale, FL 3336-0001

   Baker and Hostetler                       $130,000
   David Waller, Esq.
   303 East 17th Avenue, Suite 1100
   Denver, CO 80203

   JWM Management, Inc.                      $109,212
   401 North Cattlemen Road, Suite 100
   Sarasota, FL 34232

   LL Bean                                    $26,300

   Michael J. McDermott, P.A.                 $25,000

   Bank of America                            $17,000

   Laurel Oak Country Club                    $10,000

   Citibank Credit Card                       $10,000

   Productivity Card                           $2,100

   Feree, Bunn, O'Grady                        $2,000

   Capital One                                   $400


MIDLAND COGENERATION: Fitch Holds BB- Issuer Default Rating
-----------------------------------------------------------
Fitch does not expect to change the ratings or Stable Outlook for
Consumers Energy Co. following the announcement that Consumers has
reached an agreement to sell its interests in the Midland
Cogeneration Venture to GSO Capital Partners and Rockland Capital
Energy Investments for $60.5 million.  Proceeds from the sale will
be used to reduce debt at Consumers.  The transaction is expected
to close by this fall.  The Issuer Default Rating (IDR) for
Consumers is 'BB-'.

Consumers owns 49% of the MCV Partnership, which leases and
operates a 1,500 megawatt gas-fired generation facility.  Due to
sustained high natural gas prices experienced in 2005, the company
recorded a $385 million after-tax impairment charge in the third
quarter and stated its intention to examine strategic alternatives
for its ownership interests.  Consumers will continue to be the
main customer for MCV's output under a purchase power agreement
that ends in 2025.  However, management expects that the utility
will exercise its regulatory-out clause in the PPA, which becomes
effective in September 2007.  This allows Consumers to adjust
contractual payments if it is denied recovery with respect to the
PPA.  An associated clause dictates that if Consumers uses the
regulatory-out provision, then the MCV has the option to terminate
the PPA.  In this scenario, Consumers would have to replace the
power currently purchased from MCV from another source or the new
owner.

From a financial prospective, Consumers will lose approximately
$24 million in lease payments.  Consumers does not receive cash
distributions from the MCV Partnership.  Due to high natural gas
prices, the plant has been operating at a loss and was only able
to stem losses due to savings from the Resource Conservation Plan.
Ultimately, Fitch views the sale of the MCV interest as favorable
to Consumers. T he transaction simplifies the capital structure
and the business position of the utility by removing a cumbersome
investment from its portfolio.  The divestiture will also enable
management to focus more closely on its core strategy and
operations.

The Midland County Economic Development tax exempt bonds are
currently rated 'CCC+', a rating which already incorporates
exercise by Consumers of its regulatory-out option.  Fitch does
not expect to change the ratings of the Midland County bonds on
the basis of this ownership change.  The rating of 'CCC+' reflects
Fitch's view that Midland Cogeneration Venture L.P. could fully
deplete its cash reserves and default on the debt-service portion
of rent in 2008.  Rent payments depend on use of the cash
reserves.

Consumers, the principle subsidiary of CMS Energy, is a
combination electric and natural gas utility that serves more than
three million electric and gas customers in Michigan.


MIDLAND COGENERATION: S&P Holds Watch on $200 Mil. Bonds' B Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' rating on
Midland Cogeneration Venture L.P.'s $200 million bonds remain on
CreditWatch with negative implications.  The bonds were issued by
Midland Funding Corp. II and Economic Development Corp. of the
County of Midland (Michigan).

The CreditWatch update follows Consumers Energy Co.'s announcement
that it has sold its interests in MCV to GSO Capital Partners and
Rockland Capital Energy Investments.

The CreditWatch listing will be resolved once there is more
clarity regarding the effect of the new ownership.

"More importantly, the rating remains on CreditWatch with negative
implications to reflect the uncertainty that remains regarding how
the economics of the project unfold after 2007 when many of the
gas hedges expire and Consumers Energy can invoke its regulatory
out under the power purchase agreement," said Standard & Poor's
credit analyst Arleen Spangler.

Under certain natural gas price scenarios, MCV's cash reserves
could be depleted resulting in not enough cash to make lease
payments.

MCV was formed in 1987 to convert a portion of an uncompleted
Consumers Energy's nuclear unit into a natural gas-fired
cogeneration facility.


MIRANT CORP: Trust Objects to Leaches & Macklin's Claims
--------------------------------------------------------
Francis Leach, Jr., Kristi Leach and James Macklin have filed
proofs of claim against Mirant Corporation and its debtor-
affiliates.  The Leaches allege claims arising from physical
injuries, while Mr. Macklin alleges a claim for racial
discrimination.

As previously reported, the Claimants obtained approval from the
U.S. Bankruptcy Court for the Northern District of Texas to lift
the automatic stay to pursue their claims in courts of appropriate
jurisdiction.

Mr. Macklin's claim is currently being adjudicated in the United
States District Court in the District of Columbia.  The Leaches'
Claim is now pending in the Lake Circuit Court Sitting at Crown
Point, Indiana.

With respect to the Macklin Claim, the Lift Stay Order provides
that the damages, if awarded, to the extent not covered by
insurance, will be treated in accordance with the Plan of
Reorganization.

The Leaches, on the other hand, agreed to:

    * waive their right to collect or enforce any judgment against
      the Debtors' estates; and

    * pursue collection of their claims only from the proceeds of
      any insurance policies covering the Debtors "for the matters
      set forth in the Lawsuit."

Although the Disbursing Agent recognizes that the Disputed Claims
are being adjudicated in alternative forums, MC Asset Recovery,
LLC, as the Reorganized Debtors' designated litigation trust,
asks Judge Lynn to:

    (a) disallow and expunge the Claims from the Debtors' claims
        register; or

    (b) reduce the Claims to reflect any judgments by the
        appropriate courts or stipulations among parties in the
        alternative proceedings.

                       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.


MIRANT CORP: Litigation Trust Objects to GE International's Claim
-----------------------------------------------------------------
Pursuant to an Agreement for Long Term Maintenance Services and
for Operation & Maintenance Services, Wrightsville Power
Facility, L.L.C., hired GE International, Inc., to provide long-
term maintenance, and operation and maintenance services for
Wrightsville's power plant in Arkansas.

Wrightsville paid GE International $41,000 per month for the O&M
Services, plus actual monthly expenses.  The initial term of the
O&M Services component of the Service Agreement was six years.

The Service Agreement provides that Wrightsville would pay GE
International for the LTM Services based on certain intricate
formulas and ratios tied to the number of hours of Plant
operation and the number of Plant start-ups.  The payment
arrangement regarding the LTM Services was akin to pre-payment,
or the establishment of a fund from which GE International would
draw in future years as the planned maintenance was performed.
Wrightsville paid GE International $1,516,433 for LTM Services.

General Electric Company guaranteed, for the benefit of
Wrightsville, GE International's performance pursuant to the
Service Agreement.

On September 19, 2004, Mirant Corporation and its debtor-
affiliates filed a motion to reject the Service Agreement
effective September 30, 2004.

Subsequently, the Debtors sold the Plant to Arkansas Electric
Cooperative Corporation for $85,000,000 pursuant to a
Court-approved sale agreement dated February 24, 2005.

GE International filed Claim No. 8037 for $1,400,000 seeking:

    -- recovery for prepetition services under the Service
       Agreement from July 2, 2003, to October 2003; and

    -- damages arising from the rejection of the Service
       Agreement.

The Claim seeks recovery of the "LTSA Termination Buy Out Fee"
amounting to $750,000 and recovery of the "O&M Termination Buyout
Fee" totaling $650,000.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, asserts that GE International is not entitled to its
claim under either the terms of the Contract or under applicable
state law.

GE International has been adequately compensated for any and all
services provided pursuant to the Service Agreement, Ms. Campbell
contends.

The Buyout Fees, according to Ms. Campbell, constitute a penalty,
hence, unenforceable.  The Buyout Fees are not designed to
reimburse GE International for actual damages because the Credit
Agreement provides that, upon default, Wrightsville must pay GE
International any outstanding amounts for services provided.

Even if the O&M Termination Buyout Fee is not unenforceable on
its face, the fee is disproportionate to GE International's
actual loss, Ms. Campbell contends.

At the time the Service Agreement was executed, Ms. Campbell
relates that the parties could estimate the amount of damages
that might arise from breach of the O&M Services component of the
Service Agreement.  The Service Agreement provided for a monthly
fee of approximately $41,000 to be paid with respect to the O&M
Services, but also permitted termination of the O&M Services on
six months' notice.  If calculated, the damages will only be
approximately $246,000, which is less than half of the $650,000
sought, Ms. Campbell points out.

In addition, the Service Agreement provides for a mere $150,000
buy-out fee if the O&M Services component of the Service
Agreement was terminated, rather than breached, Ms. Campbell
notes.  The disparity between the $150,000 fee to be paid on
termination of the O&M Services and $650,000 fee to be paid upon
breach demonstrates that the $650,000 buy-out fee was a penalty,
Ms. Campbell points out.

As to the LTSA Termination Buyout Fee, Wrightsville believes that
GE International has been more than fairly compensated with the
$1,516,433 that it has already been paid for LTM Services.

"[GE International's] receipt of the LTSA Termination Buyout Fee
would be a huge windfall given the circumstances surrounding the
Plant," Ms. Campbell points out.  "The penalty provisions in the
Service Agreement are not reasonably calculated to approximate
damages likely to flow from the termination of the Service
Agreement."

For these reasons, MC Asset Recovery, LLC, asks the United States
Bankruptcy Court for the Northern District of Texas to disallow GE
International's Claim.

                       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.


MORRIS PUBLISHING: Soft Revenue Prompts S&P's Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Morris
Publishing Group LLC, including the 'BB' corporate credit rating,
on CreditWatch with negative implications.  This Augusta, Georgia-
headquartered newspaper publisher had about $520 million of debt
outstanding at March 2006.

"The CreditWatch listing reflects the prospects of a continued
soft revenue climate at a time when the company's financial
profile is weak for the ratings," said Standard & Poor's credit
analyst Donald Wong.  Morris Publishing's ratings are based on the
consolidated credit quality of its parent Morris Communications
Co. LLC and its restricted subsidiaries.  Morris Publishing
accounts for the majority of Morris Communications' revenues and
cash flow.  Morris Communications does not publicly disclose its
financial statements.


NAKOMA LAND: Chapter 11 Trustee Hires Belding Harris as Counsel
---------------------------------------------------------------
Angelique Clark, the chapter 11 Trustee appointed in the
bankruptcy cases of Nakoma Land, Inc., and its debtor-affiliates,
obtained authority from the U.S. Bankruptcy Court for the District
of Nevada to employ Belding, Harris & Petroni, Ltd., as her
bankruptcy counsel.

The Trustee tells the Court that Belding Harris will represent her
in the Debtors' chapter 11 cases.

The Trustee says that Stephen R. Harris, Esq., will be the lead
counsel for this engagement and bills $325 per hour.  The Trustee
discloses that the firm's other professionals bill:

         Professional                   Hourly Rate
         ------------                   -----------
         Gloria M. Petroni, Esq.            $300
         Chris D. Nichols, Esq.             $275
         Stephen C. Moss, Esq.              $275

         Paraprofessionals              $35 - $125

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

Headquartered in Reno, Nevada, Nakoma Land, Inc., operates the
Nakoma Resort in Plumas County, California.  The Debtor along with
its affiliates filed for chapter 11 protection on May 19, 2005
(Bankr. D. Nev. Case No. 05-51556).  Alan R. Smith, Esq., at the
Law Offices of Alan R. Smith represented the Debtors.  When the
Debtors filed for protection from its creditors, they listed total
assets of $18,000,000 and total debts of $15,252,580.  The Court
then appointed Angelique I.M. Clark as chapter 11 trustee.  The
U.S. Trustee for Region 13 recommended Ms. Clark's appointment
after Investors Financial LLC, sought for the appointment of a
trustee.


NASH FINCH: Earns $4.1 Million in 2006 Second Quarter
-----------------------------------------------------
Nash Finch Company reported net earnings for the second quarter
ended June 17, 2006 of $4.1 million, compared to net earnings of
$9.7 million for the second quarter of 2005.  Total sales for the
second quarter of 2006 were $1.071 billion as compared to $1.085
billion in the prior-year quarter.

For the first twenty-four weeks of 2006, the Company's net
earnings were $8 million, as compared to net earnings of
$16.7 million for the same period last year.

Total sales for the first twenty-four weeks of 2006 were $2.106
billion compared to $1.967 billion in the prior-year period,
primarily reflecting the Company's acquisition from Roundy's
Supermarkets, Inc., of wholesale food distribution divisions
located in Lima, Ohio and Westville, Indiana effective
March 31, 2005.

Second quarter 2006 results were adversely affected by a pre-tax
charge of $5.5 million involving the impairment of certain retail
properties subleased to a long-time food distribution customer,
and bad debt expense related to accounts and notes receivable owed
by that customer.

                   Food Distribution Results

Food distribution segment sales for the second quarter of 2006
were $639.5 million, a 1.3% decrease from the second quarter 2005,
and $1.260 billion for the first twenty-four weeks of 2006, a
14.7% increase from the year earlier period.  The year-to-date
sales increase was due to the acquisition of the Lima and
Westville divisions.  Apart from the impact of that acquisition,
food distribution sales decreased in both the quarterly and year-
to-date comparisons due to slower growth in new accounts and
somewhat greater customer attrition.  In addition, sales to
existing customer base have also declined relative to last year.

Food distribution segment profits decreased 22.5% in the quarterly
comparison, from $22.7 million in the second quarter 2005 to $17.6
million in the second quarter 2006, and 8.3% in the year-to-date
comparison, from $38.6 million in 2005 to $35.4 million in 2006.
The decrease in segment profits reflected the second quarter 2006
charge related to bad debt expense discussed earlier as well as
the impact of larger and non-traditional customers and the
associated margins negatively affecting food distribution margins.

"We continue to work diligently to properly integrate the
Westville and Lima distribution centers into our network and
allocate distribution network resources in the most efficient
manner," said Alec Covington, CEO.  "Integrating a large
acquisition is a complex process and we are proceeding carefully
so as not to adversely affect the level of service we provide to
our customers.  At the same time, we continue to deal with
increased pricing pressures and operational issues that negatively
impact margins throughout our network.  In the context of a very
competitive industry, issues such as these are not easy to resolve
and we will continue to see evidence of them in our financial
results throughout the rest of the year."

                  Military Distribution Results

Military segment sales for the second quarter of 2006 were
$278.7 million, a 4.1% increase from the second quarter 2005, and
$541.5 million for the first twenty-four weeks of 2006, a
1.9% increase from the year earlier period.  The sales growth in
the quarterly and year-to-date periods reflected increased
domestic sales due to increased sales per transaction, new vendors
acquired, increased promotional activity and the effect of troop
redeployments.  Military sales overseas were flat in the quarterly
comparison and down in the year-to-date comparison as a result of
troop reductions in Europe and a draw down of inventories by the
Defense Commissary Agency during the first quarter of 2006.

Military segment profits increased 16.5% in the quarterly
comparison, from $9.5 million in the second quarter 2005 to
$11.0 million in the second quarter 2006, and 7.6% in the year-to-
date comparison, from $18.4 million in 2005 to $19.8 million in
2006, reflecting increased sales and productivity improvements.

                         Retail Results

Corporate retail segment sales for the second quarter of 2006 were
$152.6 million, a 10.2% decrease from second quarter 2005, and
$304 million for the first twenty-four weeks of 2006, a 10.1%
decrease from the year earlier period.  The sales decrease
reflects the sale or closure of 15 stores since the second quarter
2005, as well as a decline in same store sales of 0.4% and 2.3% in
the quarterly and year-to-date comparisons, respectively.

Retail segment 2006 second quarter profits increased to
$6.6 million, or 4.3% of sales, as compared to $6.2 million, or
3.6% of sales, in the second quarter of 2005.  Year-to-date,
retail segment 2006 profits were $10.9 million, or 3.6% of sales,
compared to $11.9 million, or 3.5% of sales, in the year earlier
period.

                             Liquidity

During the first twenty-four weeks of 2006, the Company repaid
$35.6 million of revolving debt outstanding under its senior
secured credit facility. The Company continues to focus on
effectively managing its working capital, reducing indebtedness
and improving its cash flow and is in compliance with all of its
debt covenants.

                         About Nash Finch

Nash Finch Company -- http://www.nashfinch.com/-- is a food
distribution company.  Nash Finch's core business, food
distribution, serves independent retailers and military
commissaries in 31 states, the District of Columbia, Europe, Cuba,
Puerto Rico, Iceland, the Azores and Honduras.  The Company also
owns and operates a base of retail stores, primarily supermarkets
under the Econofoods(R), Family Thrift Center(R) and Sun Mart(R)
trade names.

                         *     *     *

As reported in the Troubled Company Reporter on May 29, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' corporate credit rating, on Nash Finch and removed them
from CreditWatch, where they were placed with negative
implications on Feb. 16, 2006.  At the same time, the senior
secured bank loan rating was affirmed at 'B+', with a recovery
rating of '2' indicating expectations for a substantial (80%-100%)
recovery of principal in the event of a payment default.  The
outlook is stable.

As reported in the Troubled Company Reporter on March 9, 2006,
Moody's Investors Service placed all ratings of Nash Finch Company
under review for possible downgrade.  The review was prompted by
the ongoing discussion with the SEC regarding potential insider
trading by certain company officers and directors, the abrupt
departures of the CEO and General Counsel, and the apparent
challenges in filling the CEO position.  Ratings placed under
review include the B1 ratings on the $125 million senior secured
revolving credit facility (2009) and the $175 million senior
secured term loan (2010) and the B3 rating on the $322 million
3.5% convertible subordinated notes (2035).  Nash Finch carries a
B1 corporate family rating from fitch.


NEPHROS INC: Receives Non-compliance Notification from AMEX
-----------------------------------------------------------
Nephros, Inc. (Amex: NEP) received notice from the American Stock
Exchange that it is not in compliance with certain conditions of
the continued listing standards of Section 1003 of the AMEX
Company Guide.

The notice specified the Company's failure to comply with the AMEX
Company Guide relating to shareholders' equity of less than
$4,000,000 and losses from continuing operations and/or net losses
in three out of its four most recent fiscal years and to
shareholders' equity of less than $6,000,000 and losses from
continuing operations and/or net losses in its five most recent
fiscal years.

The Company has reportedly been given the opportunity to submit,
to AMEX by August 17, 2006, a plan of compliance to bring it into
compliance with the Amex listing standards before AMEX initiates
delisting proceedings.

                       Going Concern Doubt

Deloitte & Touche LLP expressed substantial doubt about Nephros,
Inc's ability to continue as a going concern after auditing the
Company's financial statements included in our 2005 Annual Report
on Form 10-KSB.  The auditing firm pointed to the Company's
recurring losses and difficulty in generating sufficient cash flow
to meet its obligations and sustain operations.

                        About Nephros Inc.

Nephros, Inc., headquartered in New York, is a medical device
company developing and marketing products designed to improve the
quality of life for the End-Stage Renal Disease (ESRD) patient,
while addressing the critical financial and clinical needs of the
care provider.  Nephros also markets filtration products
complimentary to its core ESRD therapy business.  ESRD is a
disease state characterized by the irreversible loss of kidney
function.


NET2000 COMMS: Ch. 7 Trustee Seeks Approval of Two Settlements
--------------------------------------------------------------
Michael B. Joseph, Esq., the Chapter 7 Trustee overseeing Net2000
Communications, Inc.'s liquidation, asks the U.S. Bankruptcy Court
for the District of Delaware to approve separate settlement
agreements he entered with Honeywell International Inc. and
Britphil & Co. (U.S.) Ltd.

The settlements resolve the dispute over the $89,319 avoidance
action commenced by the Trustee against Honeywell and the $55,443
claim filed by Britphil against the Debtor's estate.

                         Honeywell Dispute

The Trustee filed an adversary proceeding against Honeywell in
December 2002 to avoid the $89,319 transfer made by the Debtor
within 90 days prior to its bankruptcy filing.  To avoid the cost
of litigation, the Trustee and Honeywell inked the settlement
agreement.  The agreement provides for Honeywell's payment of
$40,00 to the Trustee in full and final satisfaction of the
default judgment.

                         Britphil Dispute

Britphil filed a Proof of Claim in June 2002 asserting a general
unsecured claim of $55,443 and a secured claim of $3,273 in
connection with a lease of real property.

The Trustee tells the Court that, absent an agreement, it would
object to the secured claim of Britphil on the basis that it had
been paid through a security deposit made by the Debtor under the
lease.  To eliminate the need for objections and dispose of
Britphil's claims, the parties agree that:

      -- Britphil will hold an allowed general unsecured claim of
         $55,443; and

      -- Britphil's $3,273 alleged secured claim will be expunged
         and disallowed.

Headquartered in Reston, Virginia, Net2000 Communications, Inc., a
provider of state-of-the-art broadband telecommunications services
to high-end customers, obtained Court approval to convert its
chapter 11 cases to chapter 7 liquidation proceedings on May 13,
2002 (Bankr. Del. Case No. 01-11324).  Michael G. Wilson, Esq. and
Jason W. Harbour, Esq. at Morris, Nichols, Arsht & Tunnell
represent the Debtors as they wind up their operations.
Raymond H. Lemisch, Esq., at Adelman Lavine Gold and Levin serves
as the Chapter 7 Trustee's counsel.  When the Company filed for
chapter 11 protection, it listed total assets of $256,786,000 and
total debts of $170,588,000.


NEWKIRK MASTER: Newkirk Realty Inks Merger Deal with Lexington
--------------------------------------------------------------
Lexington Corporate Properties Trust and Newkirk Realty Trust,
Inc. have entered into a definitive merger agreement to create
Lexington Realty Trust, the leading real estate investment trust
focused on single tenant properties.

Newkirk Realty is the parent company of Newkirk Master L.P.

The merger, which has been approved by Lexington's Board of
Trustees and Newkirk's Board of Directors, as well as by a Special
Committee of each Board, will create a combined company which will
own interests in more than 350 properties located across 44 states
with a presence in the nation's highest growth markets.  Based on
Friday's closing prices, the combined entity would have an
enterprise value of approximately $4.6 billion.  Upon closing,
Lexington is expected to increase its annual dividend to $1.50 per
share.

Under the merger agreement, each share of Newkirk common stock
will be exchanged for 0.80 common shares of Lexington, which
exchange ratio will not be subject to adjustment.  Following the
merger, Newkirk shareholders and unitholders will own
approximately 46.8% and Lexington shareholders and unitholders
will own approximately 53.2% of the combined company assuming no
conversion of Lexington's Series C Cumulative Convertible
Preferred Stock.  Each company shall pay pro-rata dividends
through the date of closing.  In addition, prior to the closing of
the transaction, Lexington anticipates making a one-time cash
distribution of $0.17 per share to Lexington shareholders and
unitholders.  The transaction is structured to qualify as a tax-
free merger.

The merger will create:

    - One of the largest publicly traded single tenant focused
      REITs in the United States with an enterprise value of
      approximately $4.6 billion.

    - A company with a diversified and high quality tenant base,
      including investment grade credits such as Allied
      Signal/Honeywell, Baker Hughes, Legg Mason and Wells Fargo.
      Investment grade tenants, in the aggregate, will represent
      approximately 56% of annualized base rent.

    - An enhanced platform to exploit opportunities in high growth
      coastal markets, such as California, New Jersey, Florida and
      Maryland.  These key markets, which currently represent
      approximately 13% of Lexington's total annualized base rent,
      will increase to approximately 30% of the combined company's
      total annualized base rent.

    - A company with a conservative balance sheet and financial
      flexibility.  Based upon financial results as of March 31,
      2006 and Lexington's closing share price on July 21, 2006,
      the combined company will have a net debt to enterprise
      value of approximately 45% and a net cash balance of
      approximately $200 million.

    - A geographically diversified company with assets located in
      44 states.

    - A well positioned platform to exploit investment
      opportunities, including Lexington Strategic Asset Corp.,
      Newkirk's established debt investment platform,
      institutional joint venture relationships, and opportunistic
      single tenant related lines of business.

    - A management team with extensive real estate expertise and
      single tenant real estate experience combining complementary
      strengths in acquisitions, capital markets, leasing, real
      estate lending, asset management and opportunistic investing
      in single tenant markets.

The combined company will be headquartered at Lexington's existing
corporate headquarters in New York.  Upon closing of the
transaction, the Lexington Board will be increased to 11 Trustees,
six of whom will be independent.  Lexington will nominate eight of
the Trustees and Newkirk will nominate three.

Michael L. Ashner, Chief Executive Officer and Chairman of the
Newkirk Board of Directors will join Lexington as Executive
Chairman.

In addition, Richard Frary and Clifford Broser, each currently a
Director of Newkirk Realty Trust, will join the Lexington Board of
Trustees.

E. Robert Roskind, Chairman of the Lexington Board of Trustees,
and Richard J. Rouse, Vice Chairman of the Lexington Board of
Trustees, have agreed to serve as Co-Vice Chairmen of the combined
company's Board of Trustees.

Richard J. Rouse will also continue to serve as Chief Investment
Officer.

T. Wilson Eglin, Lexington's Chief Executive Officer, will serve
as Chief Executive Officer, President, Chief Operating Officer and
Trustee of the combined company and Patrick Carroll, Lexington's
Chief Financial Officer will continue to serve as Executive Vice
President and Chief Financial Officer.

John B. Vander Zwaag, Executive Vice President of Lexington, will
serve as Executive Vice President of Portfolio Management and Lara
S. Johnson, Executive Vice President of Newkirk, will serve as
Executive Vice President of Strategic Transactions.

T. Wilson Eglin, Chief Executive Officer of Lexington, stated
"This transformational merger will create an unmatched diversified
single tenant investment platform with core assets in attractive
markets with good growth prospects.  This transaction will improve
the quality of our portfolio and our tenant base and will
significantly strengthen our balance sheet by adding cash and
lowering our overall debt level to approximately 45% of our
enterprise value. A s a result of this transaction, a majority of
Lexington's portfolio will be leased to investment grade tenants
providing a strong foundation for long term earnings stability and
growth.  With approximately $200 million of cash in addition to
our $200 million line of credit, our financial flexibility and
balance sheet strength will be unmatched in our sector."

E. Robert Roskind, Lexington's Chairman, added "We have great
respect for the Newkirk organization, and believe this transaction
combines the best qualities of two complementary platforms with
unparalleled management experience and expertise.  We are
confident that the integration of their talents into our corporate
infrastructure will strengthen our organization and ensure that we
are best positioned to exploit future growth opportunities. I n
particular, we are delighted that Michael Ashner will be joining
our Board of Trustees as Executive Chairman.  We believe his
experience and successful investment track record will provide far
reaching benefits to our platform as we execute a shared strategic
vision for growth."

Michael L. Ashner, Chief Executive Officer and Chairman of the
Board of Directors of Newkirk Realty Trust, commented "This merger
creates the predominant public single tenant focused REIT with
significant growth potential for our shareholders and employees.
The combination of our management backgrounds provides
shareholders with superior growth potential by broadening the
combined company's investment reach in both the traditional and
opportunistic marketplaces.  I look forward to a promising future
with Lexington Realty Trust and its management."

In connection with this transaction, Newkirk Realty Trust will
terminate its advisory agreement with Newkirk Advisors LLC.
Additionally, Lexington will obtain the benefit of Newkirk's
exclusivity arrangement with Michael L. Ashner with respect to all
business opportunities related to single tenant properties that
are offered to or generated by him.

The transaction is expected to close in the fourth quarter of
2006, subject to the approval of shareholders of both companies,
the partners of The Newkirk Master Limited Partnership and other
customary conditions.

Wachovia Capital Markets, LLC acted as exclusive financial advisor
to Lexington Corporate Properties Trust and Bear, Stearns & Co.,
Inc. acted as exclusive financial advisor to Newkirk Realty Trust.

Lexington Realty Trust will trade on the New York Stock Exchange
under Lexington Corporate Properties Trust's existing ticker
symbol "LXP".

                  About Lexington Corporate

Lexington Corporate Properties Trust (NYSE: LXP) is a real estate
investment trust that owns and manages office, industrial and
retail properties net-leased to corporate tenants nationwide.

                   About Newkirk Realty

Newkirk Realty Trust, Inc. (NYSE: NKT) is a real estate investment
trust engaged in the acquisition, ownership, management and
strategic disposition of single-tenant and net-leased assets.
Newkirk has significant liquidity and is actively seeking to
acquire both conventional and opportunistic single-tenant and net-
lease properties and related assets.  In addition, the Company
originate and acquire debt secured by this type of real estate
assets.


NEWKIRK MASTER: Lexington Merger Deal Cues S&P's Developing Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Newkirk
Master L.P. on CreditWatch with developing implications.

The CreditWatch placements follow the recent announcement that
Newkirk's parent, Newkirk Realty Trust, has agreed to merge with
Lexington Corporate Properties Trust (Lexington).  The CreditWatch
developing designations reflect the undetermined credit quality of
the combined entity and uncertainty as to whether Newkirk's $580
million secured term loan can or will be assumed in the
transaction.

Boston-based Newkirk owns a portfolio of 165 triple-net-leased
office, retail, and industrial properties.  Newkirk's current
credit profile is characterized by a brief operating history as a
public company, a complex and externally advised operating
structure, and leases that are expiring at above-market rents.
Lower post-IPO debt levels (60% of capital on a book value basis)
and a largely investment-grade tenant base (approximately 80%)
offset these concerns.

Unrated Lexington is a New York City-based REIT with a portfolio
of 190 triple-net-leased properties situated throughout the United
States.  Lexington is self-managed and is somewhat less leveraged
(55% of capital on a book value basis) relative to Newkirk, and it
has a more stable lease rollover schedule.  However, Lexington has
fewer investment-grade tenants (40%), and its properties are more
heavily concentrated in low-barrier-to-entry markets such as
Texas.

The combined company will be renamed Lexington Realty Trust and
will be one of the nation's largest real estate companies to
specialize in single-tenant, triple-net-leased properties.
Lexington Realty Trust will be headquartered in Manhattan.
Michael Ashner, Newkirk chairman and CEO, will assume the role of
executive chairman of Lexington Realty Trust.  Lexington CEO
T. Wilson Eglin will retain the role of CEO of the combined
company.  Newkirk's external management contract will be
terminated.  Newkirk shares will be exchanged for 0.8 Lexington
shares, which implies a modest 1% discount based on July 21, 2006,
closing prices.  The estimated $1.2 billion transaction also
includes the assumption or repayment of $779 million of Newkirk
debt, including a $580 million rated secured term loan that
matures in August 2008.  The master loan agreement includes
change-in-control covenants, so it is unclear at this time whether
this obligation can or will be assumed by Lexington Realty Trust.

The merger is expected to close in November 2006, pending
shareholder approval, at which point Newkirk's corporate credit
rating will be withdrawn.  If Lexington Realty Trust refinances
the bank loan we will withdraw the bank loan rating.  If the bank
loan is assumed, the range of outcomes for this rating, in order
of perceived likelihood, includes:

    * an affirmation if collateral protection and other covenants
      remain unchanged;

    * an upgrade if the combined operating platform is financed
      more conservatively; or

    * a downgrade if collateral protection is materially weakened.

            Ratings Placed on Creditwatch Developing

                        Newkirk Master L.P.

                                     Rating
                                     ------
                             To                  From
                             --                  ----
          Corporate credit   BB/Watch Dev/--     BB/Stable/--
          Secured bank loan  BB+/Watch Dev       BB+
            Recovery rating  1/Watch Dev         1


NORAMPAC INC: Earns CDN$32.7 Mil. in Second Quarter Ended June 30
-----------------------------------------------------------------
Norampac Inc. earned CDN$32.7 million or CDN$28.3 million
excluding specific items for the second quarter ended June 30,
2006.  This compares to a net income of  CDN$6.7 million or
CDN$12.3 million excluding specific items for the same period in
2005.

As a result of a progressive Canadian corporation income tax rate
reduction introduced in the May Federal budget, the net income for
the second quarter of 2006 includes a non-recurring
CDN$11.5 million deferred income taxes recovery.

"Despite the continued strength of the Canadian dollar, we
succeeded in improving our profitability due to the recent price
increases for our products combined with lower fiber and freight
costs," Marc-Andre Depin, president and chief executive officer,
commented on the results.

"Also, decisions taken last year to permanently shut the paper
machine no.1 at our Red Rock facility and to rationalize our
corrugated products plants with our recent business acquisitions
have both yielded cost savings and synergies".

"The current level of the Canadian dollar compels us to further
review profitability levels at some of our paper mills in order to
ensure our competitiveness in the North American containerboard
market," Mr. Depin added.

                       Quarterly Highlights

   -- Compared to last year's corresponding quarter, profitability
      improved due to better selling prices combined with lower
      fiber and freight costs, however it was partially offset by
      a stronger Canadian dollar, higher energy costs and
      maintenance costs;

   -- The Company's North American primary mill capacity
      utilization rate was 98% up from 91% in 2005;

   -- The integration of the corrugated products plants acquired
      from SPB is progressing steadily; and

   -- On April 18, 2006, the company acquired approximately 9,000
      hectares of wood lots in the Kamouraska region thereby
      securing a portion of the wood fiber for the Cabano paper
      mill.

Sales amounted to CDN$326 million in the second quarter of 2006,
compared to CDN$341 million for the corresponding quarter in 2005.
Compared to the second quarter of 2005, shipments of
containerboard in the second quarter of 2006 were down by 2.7% but
up by 8.1% if it will not take into account the volume in 2005
coming from the permanent closure of its paper machine no.1 at Red
Rock in September 2005.

Shipments of corrugated products for the second quarter of
2006 were approximately at the same level as the second quarter of
2005.

Operating income excluding specific items amounted to
CDN$30 million in the second quarter of 2006, compared to
CDN$24.3 million for the corresponding quarter in 2005.  The
increase in operating income excluding specific items is mainly
attributable to higher selling prices for both the containerboard
and the corrugated products segments combined with lower fiber and
freight costs.

                     Six-Month Period Results

Net income for the six-month period ended June 30, 2006, was
CDN$38.0 million or CDN$29.8 million of net income excluding
specific items.  This compares to net income of CDN$19.1 million
or CDN$21.3 million of net income excluding specific items for the
same period in 2005.

For the six-month period ended June 30, 2006, sales were
CDN$631 million compared to CDN$662 million for the same period in
2005.  For the six-month period ended June 30, 2006, shipments for
both the containerboard and corrugated products segments were
approximately at the same level as the same period in 2005.

For the six-month period ended June 30, 2006, operating income
excluding specific items amounted to CDN$39.1 million, compared to
CDN$43.3 million for the same period in 2005.

Norampac owns eight containerboard mills and 26 corrugated
products plants in the United States, Canada and France.  With
annual production capacity of more than 1.45 million short tons,
Norampac is the largest containerboard producer in Canada and the
seventh largest in North America.  Norampac, which is also a major
Canadian manufacturer of corrugated products, is a joint venture
company owned by Domtar Inc. (TSX: DTC) and Cascades Inc. (TSX:
CAS).

                           *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Moody's Investors Service downgraded Norampac Inc.'s corporate
family rating to Ba3 from Ba2, assigned a Ba2 rating to its C$325
million senior secured five-year revolver and downgraded its
senior unsecured debt ratings to B1.

As reported in the Troubled Company Reporter on May 21, 2003,
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Norampac Inc.'s senior unsecured $250 million note issue, and its
'BBB-' rating to the company's C$350 million senior secured credit
facility.  At the same time, S&P affirmed the Company's
outstanding ratings, including the 'BB+' long-term corporate
credit rating.  S&P said the outlook is stable.


NORTHEAST GENERATION: S&P Places B+ Rating on Developing Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'B+' rating on
Northeast Generation Co.'s $320 million senior secured bonds on
CreditWatch with developing implications.  This rating action
follows parent Northeast Utilities' announcement that they have
reached an agreement with Energy Capital Partners to purchase NU's
competitive generation assets, including the assets of NGC.  A
developing CreditWatch listing means the rating could be raised,
affirmed, or lowered, depending on the ownership structure and
financing of the assets.  The 'B+' rating reflects NGC's stand-
alone rating.

"The CreditWatch listing will be resolved once there is more
clarity on the financing of the NGC assets, and the overall effect
of the transaction on the rated bonds," said Standard & Poor's
credit analyst Andrew Watt.


NORTHWESTERN: Trustee Wants $142.89 Mil. of Union's Claim Expunged
------------------------------------------------------------------
Philip V. Martino, the Chapter 7 Trustee liquidating Northwestern
Steel and Wire Corporation's estate, asks the U.S. Bankruptcy
Court for the Northern District of Illinois for partial summary
judgment against the United Steelworkers of America as to USWA's
$145-million administrative claim.

The Chapter 7 Trustee wants portions of the claim alleging:

   (1) WARN Act liability for $17 million;

   (2) grievances for $209,113; and

   (3) certain postpetition benefits under the collective
       bargaining agreement (drug and medical benefits of
       $1,425,000 and similar retiree benefits of $124,256,000)

be disallowed with prejudice.  These portions of the claim amount
to around $142.89 million

Colleen E. McManus, Esq., at DLA Piper Rudnick Gray Cary US LLP,
in Chicago, Illinois, tells the Court that the Union and Debtor
entered into a collective bargaining agreement dated August 1,
1996.  In the middle of May 2001, the Debtor's scrap metal dealers
did not deliver scrap to Debtor's plant as they were scheduled to
do.  At that time, Debtor had only enough scrap metal for one or
two days of work before being unable to continue its mill
operations for lack of materials with which to produce products at
various rolling mills.  Based on this unexpected action by the
scrap metal suppliers, the Debtor's management team decided it had
no choice but to suspend operation of the mill, undergo an orderly
shutdown of the facilities and layoff nearly all employees.

Andrew Moore, the Debtor's Vice President of Human Resources,
prepared a WARN notice immediately and sent it the next day,
May 18, 2001, to Jack Parton, District Director of the Union.  The
Debtor's facility closed on May 20, 2001.

Following the decision to close the facility, in June 2001, the
Debtor and the Union agreed to a short extension of the CBA and
agreed that the CBA could be terminated, effective immediately, by
either party.  The Debtor's and the Union's agreement also
provided for the termination, effective immediately, of the Group
Insurance Plan A and the cessation of accrual of medical claims.
On June 8, 2001, the Court approved the agreement.   On August 6,
2001, Debtor gave the Union written notice that it was terminating
the CBA, effective immediately.

On July 30, 2001, the Union filed its claim consisting of three
categories:

   (1) grievances of no less than $209,113;

   (2) benefits including unpaid compensation (e.g., severance
       pay, vacation pay), which is unliquidated but totals at
       least $3,008,165;

   (3) drug and medical claims, also unliquidated but totaling at
       least $1,425,000; and

   (4) retiree benefits, also unliquidated but totaling
       no less than $124,256,000; and

   (5) WARN Act liability, unliquidated but no less than
       $17 million.

According to Ms. McManus, grievance no. J-641 was a pre-petition
grievance alleging the denial of assignment to maintenance
position to Jimmy Eller during the period from January 31, 1999
through April 7, 2001.  The Eller grievance was arbitrated in
November 2000, and the arbitration award, issued in 2001, resulted
in favor of Eller for backpay totaling $17,667.  The majority of
Eller's backpay award is for prepetition wages.  The postpetition
portion of Eller's backpay award, from December 19, 2000 through
April 7, 2001, is approximately $679.

Grievance no. J-774 challenges Debtor's placement of a warning
letter in the employee's file.  The employee subject to grievance
no. J-774, DelaFuentes, did not lose any wages.

Grievance no. J-776 involved employee Leal, who was covered by a
"last chance" agreement dated September 12, 2000, which was in
lieu of termination for excessive absenteeism.  The settlement
that Mr. Leal and the Union signed provided that should Mr. Leal
fail to live up to any part of the terms, he would be discharged
and would have no right to grieve the matter for any purpose other
than to dispute whether a violation in fact occurred.  On
January 17, 2001, his suspension for this violation of his "last
chance" agreement was converted into a discharge.

Grievance no. J-787 featured employee Church, who also was covered
by a "last chance" agreement dated September 14, 2000, which was
in lieu of termination.  Mr. Church and the Union signed the
settlement, which stated that should Mr. Church fail to live up to
any part of the terms, he would be discharged and would have no
right to grieve the matter for any purpose other than to dispute
whether a violation in fact occurred.  Mr. Church was discharged
on February 16, 2001 because he failed to report for work without
valid reason in violation of the "last chance" settlement
agreement.

Grievance no. J-797 was initiated by employee Crandall, a
short-term employee hired on February 13, 2000.  Mr. Crandall had
numerous warnings and suspensions for absenteeism and sleeping on
the job.  Mr. Crandall was given a final disciplinary suspension
and warning in March of 2001 and told that if he failed to
improve, he would be discharged.  On March 28, 2001, Mr.
Crandall's last suspension for absenteeism was converted into a
discharge.

Northwestern Steel and Wire Corporation was a major mini-mill
producer of structural steel components and selected wire
products.  The Company filed chapter 11 protection on
December 19, 2000 (Bankr. N.D. Ill. Case No. 00-74075) and
converted to a chapter 7 liquidation proceeding on July 12, 2002.
Phillip V. Martino, Esq., at Piper Rudnick LLP, serves as the
chapter 7 trustee and is represented by himself and Colleen E.
McManus, Esq., at Piper Rudnick. Janet E. Henderson, Esq., and
Kenneth P. Kansa, Esq., at Sidley Austin Brown & Wood represented
the Debtor in its chapter 11 proceeding before operations ceased,
the case was converted and the Chapter 7 Trustee was appointed.

The Debtor's balance sheet at January 31, 2001, showed total
assets of $239,762,000 and total debts of $305,613,000, resulting
in a shareholders' deficit of $65,851,000.


NOVA CHEMICALS: Earns $108 Million in Second Quarter of 2006
------------------------------------------------------------
NOVA Chemicals Corporation earned net income of $108 million for
the second quarter ended June 30, 2006.  The second quarter's net
income compares to a net loss of $5 million for the first quarter
of 2006 and a net loss of $25 million for the second quarter of
2005.

During the second quarter, NOVA Chemicals restructured into three
business units.

"Business conditions and our results improved through the second
quarter.  With meaningful benefits from our restructuring, we will
deliver total annual cost reductions of approximately $65 million
by the end of the third quarter that will positively impact
company results," Jeff Lipton, NOVA Chemicals' president and chief
executive officer, said.

"Our restructuring will refocus NOVA Chemicals on our core
business, whose strength will be clear, while positioning STYRENIX
as a potential catalyst for change in the industry."

                      Second Quarter Snapshot

A.  Olefins/Polyolefins

    -- Net income of $151 million compared to $70 million in the
       previous quarter;

    -- Alberta Advantage of $0.14 per pound of ethylene cash cost,
       up from $0.05 per pound in the first quarter;

    -- Polyethylene Performance Products sales volumes increased
       by 20% versus the previous quarter; and

    -- Canadian corporate tax rate reduction from 34% to 33% in
       2006 and 30% by 2010.

B.  Expandable Polystyrene/Styrenic Performance Products

    -- Net loss of $4 million compared to a net loss of $6 million
       in the previous quarter; and

    -- ARCEL(R) resin capacity expansions completed as scheduled
       by the end of the quarter.

C.  STYRENIX

    -- Net loss of $45 million compared to a net loss of
       $39 million in the previous quarter; and

    -- Restructuring will enable cost reductions of $45 million
       per year.

NOVA Chemicals Corporation (NYSE: NCX) (TSX: NCX)--
http://www.novachemicals.com/-- produces ethylene, polyethylene,
styrene monomer and styrenic polymers, which are used in a wide
range of consumer and industrial goods.  NOVA Chemicals
manufactures its products at 18 operating facilities located in
the United States, Canada, France, the Netherlands and the United
Kingdom.  The company also has five technology centers that
support research and development initiatives.

                           *     *     *

As reported in the Troubled Company Reporter on May 23, 2006,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Nova Chemicals Corp.
to 'BB-' from 'BB+'.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter on Nov. 1, 2005,
Fitch Ratings affirmed NOVA Chemicals Corp.'s issuer default
rating and senior unsecured debt rating at 'BB+'.  At the same
time, Fitch affirmed the senior secured credit facility rating at
'BBB' and assigned a 'BB+' to the offering of $400 million in
senior floating notes due 2013.  Fitch also assigned a 'BBB'
rating to the series A preferred shares.  Fitch said the rating
outlook remained  stable.

As reported in the Troubled Company Reporter on July 27, 2005,
Moody's Investors Service affirmed the Ba2 corporate family rating
(previously called senior implied) of NOVA Chemicals Corp. and
lowered its speculative grade liquidity rating to SGL-2.


NOVELIS INC: Delayed Filings Prompt Bond Indenture Default
----------------------------------------------------------
Novelis Inc. received, on July 21, 2006, a notice of default from
the trustee for the bondholders with respect to its $1.4 billion
7-1/4% Senior Notes due 2015.  The default results from the
failure of Novelis to file its 2005 Form 10-K and its Form 10-Q
for the first quarter of 2006 on a timely basis.  The delay in
filing these financial statements is a direct result of the time
needed to complete the Company's recent financial review and
restatement.  Novelis concluded the review and restatement on
May 16, 2006, and is working diligently to return to a normal
financial reporting schedule.

The Senior Notes were initially issued and sold in a private
placement on Feb. 3, 2005.

The notice informs Novelis that it is in default of its financial
reporting obligations and requires that it cure the default within
60 days. If the Company does not file the delayed 10-K and 10-Q by
Sept. 19, 2006, the date that marks the end of the specified cure
period, an event of default occurs.  At that point, the trustee or
holders of at least 25% in aggregate principal amount of the
Senior Notes may elect to immediately accelerate the maturity of
the Senior Notes ($1.4 billion principal amount outstanding).

Novelis will seek to file its 2005 Form 10-K and its Form 10-Q for
the first quarter of 2006 within the cure period -- that is, on or
before Sept. 19, 2006.

                       Waiver Attempt

Anticipating the eventual receipt of a proper notice of default,
the Company had attempted from June 5 to July 19, 2006, to
proactively resolve the issue by obtaining a waiver from the
bondholders pursuant to a consent solicitation.  Under the consent
solicitation, the Company would have paid $21 million to the
bondholders who agreed to grant the waiver.  However, because the
solicitation expired without the Company receiving the consent of
the holders of at least a majority in aggregate principal amount
of the Senior Notes, the consent solicitation has lapsed.  As the
Company will vigorously pursue the filing of its delayed financial
reports within the 60-day cure period, it does not currently plan
to extend or renew the bondholder consent solicitation.

Novelis said that the notice of default from the bondholders also
accelerates the deadline to file the delayed reports under the
existing waiver to its Credit Agreement, dated May 16, 2006.
Under the terms of the existing waiver, the filing and reporting
deadline for Novelis' 2005 Form 10-K was extended to Sept. 29,
2006.  The deadline for its Form 10-Q for the first quarter of
2006 was likewise extended to Oct. 31, 2006.  However, under the
terms of the existing Credit Agreement waiver, the filing
deadlines accelerate to 30 calendar days for the Form 10-K and the
Form 10-Q now that the Company has received the notice of default
relative to the Senior Notes.

Because the Company will be unable to file the delayed Form 10-K
and Form 10-Q within this shorter 30-day period, it expects to
request another waiver from its lenders to file the delayed
reports within a time frame that approximates the dates it now
expects to file the 2005 Form 10-K and the Form 10-Q for the first
quarter of 2006.

                        About Novelis

Based in Atlanta, Georgia, Novelis Inc. (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- provides customers with a regional
supply of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America, and South America.  The
company operates in 11 countries and has approximately 13,000
employees.  Through its advanced production capabilities, the
company supplies aluminum sheet and foil to the automotive and
transportation, beverage and food packaging, construction and
industrial, and printing markets.

Novelis South America operates two rolling plants and primary
production facilities in Brazil.  The company's Pindamonhangaba
rolling and recycling facility in Brazil is the largest aluminum
rolling and recycling facility in South America and the only one
capable of producing can body and end stock.  The plant recycles
primarily used beverage cans, and is engaged in tolling recycled
metal for our customers.

                        *    *    *

As reported in the Troubled Company Reporter on May 18, 2006,
Moody's Investors Service placed the ratings of Novelis Inc.,
and its subsidiary, Novelis Corp., under review for possible
downgrade.  In a related rating action, Moody's changed Novelis
Inc's speculative grade liquidity rating to SGL-3 from SGL-2.
Novelis Corporation's Ba2 senior secured bank credit facility
rating was placed on review for possible downgrade.

Novelis Inc.'s Ba3 corporate family rating; Ba2 senior secured
bank credit facility and B1 senior unsecured regular
bond/debenture were placed on review for possible downgrade.


NVIDIA CORP: S&P Says Ratings Watch Remains Despite AMD-ATI Merger
------------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on Santa
Clara, California-based Nvidia Corp. remain on CreditWatch with
positive implications, where they were placed on April 4, 2006,
following the announcement that competitor ATI Technologies Inc.
is being acquired by Advanced Micro Devices Inc. (AMD; B+/Watch
Neg/--).

"The acquisition will modify the competitive landscape for Nvidia
and has an impact on its critical technology relationships with
microprocessor manufacturers, Intel Corp (A+/Stable/A-1+) and
AMD," said Standard & Poor's credit analyst Lucy Patricola.
Standard & Poor's scope of review will expand to include an
assessment of the longer-term shifts in these key supplier
associations and their effect on the company's market presence and
longer-term growth prospects.

S&P will review Nvidia's strong operating performance in light of
changing competitive conditions in its niche market of graphics
processing, and financial policies to accommodate growth and
shareholder value in order to determine the final outcome of the
rating.


ON SEMICONDUCTOR: Completes $260 Mil. Senior Notes Exchange Offer
-----------------------------------------------------------------
ON Semiconductor completed its offer to exchange $1,000 principal
amount of its then outstanding $260,000,000 zero coupon
convertible senior subordinated notes due 2024 (CUSIP numbers
682189 AA3 and 682189 AB1) for $1,000 principal amount of new
notes with, among other things, a "net share settlement"
mechanism, and a cash acquisition make-whole feature plus an
exchange fee of $2.50 (CUSIP number 682189 AE5).  The exchange
offer expired at 5 p.m., New York City time, on July 19, 2006.

Based on the information provided by Wells Fargo Bank, National
Association, the exchange agent for the exchange offer, as of the
expiration of the exchange offer, a total of $259,508,000
principal amount of old notes, or 99.8% of the outstanding
aggregate principal amount of old notes, had been tendered for an
equal amount of the new notes.  All old notes that were properly
tendered and not withdrawn have been accepted and exchanged for
the new notes.

                     About ON Semiconductor

Headquartered in Phoenix, Arizona, ON Semiconductor Corp. (Nasdaq:
ONNN) -- http://www.onsemi.com/-- supplies power solutions to
engineers, purchasing professionals, distributors and contract
manufacturers in the computer, cell phone, portable devices,
automotive and industrial markets.

At March. 31, 2006, the Company's equity deficit narrowed to
$249.7 million from $300.3 million at Dec. 31, 2005.


OPTICAL DATACOMM: Bank Lenders Want O'Halloran as Ch. 7 Trustee
---------------------------------------------------------------
Wachovia Bank National Association, as agent for a group of
lenders, asks the U.S. Bankruptcy Court for the District of
Delaware to direct the U.S. Trustee for Region 3 to conduct a
meeting of Optical Datacomm, LLC's creditors pursuant to Section
341(a) of the Bankruptcy Code.  The Bank Group wants Kevin
O'Halloran elected and appointed as permanent chapter 7 trustee.

The Bank Group is composed of:

   * Wachovia;
   * U.S. Bank National Association;
   * First Bank;
   * GE Corporate Financial Services, Inc.; and
   * IBM Credit LLC.

When the Debtor filed for bankruptcy, it owed the Bank Group
around $43.1 million.  U.S. Bank asserted a separate claim based
on a promissory note in excess of $10 million.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, reminds the Court that on April 1, 2002,
then chapter 11 trustee, Frederick Rosner, filed a complaint
against the Bank Group, asserting claims under legal theories of
actual and constructive fraudulent transfers, equitable
subordination, improvident lending and aiding and abetting a
breach of fiduciary duty.  The Bank Group denied the claims and
any liability under the complaint.  The Chapter 11 Trustee and the
Bank Group settled the Complaint, granting the Bank Group a
$35.5 million unsecured claim and the U.S. Bank a $10.92 million
unsecured claim.

The Bank Group wants a permanent chapter 7 trustee appointed so
they can file their claims based on the settlement agreement.
Mr. Collins asserted that Mr. O'Halloran will be the best person
to be appointed to the position since in addition to his extensive
experience as a court-appointed receiver, Mr. O'Halloran qualified
and served as trustee in several bankruptcy cases.

Optical Datacomm, LLC, now known as OODC LLC, supplies network
integration services solutions and design and manufactures
custom connectionized fiber optic, copper and coaxial cable
assemblies to telecommunication companies worldwide.  The Company
filed for chapter 11 protection on November 17, 2001.  H. Jeffrey
Schwartz, Esq. at Benesch, Friedlander, Coplan & Aronoff, LLP
and Joel A. Waite, Esq. at Young Conaway Stargatt & Taylor
represented the Debtor.  Anthony M. Saccullo, Esq., and Neil B.
Glassman, Esq, at The Bayard Firm represent the Debtor's Official
Committee of Unsecured Creditors.  In its petition, the Company
listed estimated assets of $10 million to $50 million and
estimated debts of $50 million to $100 million.  The Court
converted the Debtor's chapter 11 case to a chapter 7 liquidation
proceeding on June 2, 2006, and named Jeoffrey L. Burtch as the
interim chapter 7 trustee.


ORIENTAL FINANCIAL: Earns $6.9 Million in First Quarter of 2006
---------------------------------------------------------------
Oriental Financial Group Inc. disclosed its results for the first
quarter ended March 31, 2006.

For this year's first quarter, net income available to common
shareholders totaled $6.9 million, compared to $15.2 million in
the March 2005 quarter and $7.3 million in the December 2005
quarter.  The year ago quarter included a $3.3 million reduction
in non-cash compensation expense, as a result of the Group's
previously disclosed restatement, and a $2.7 million tax benefit.

"While we have been very successful in the March 2006 quarter with
our strategies to increase non-interest income and reduce non-
interest expenses, the results for the period continued to reflect
the adverse impact of rising short term interest rates," Jose
Rafael Fernandez, president and chief executive officer, said.

"Looking ahead, higher interest rates will remain a significant
issue.  During the March 2006 quarter, FOMC (Federal Open Market
Committee) 25 basis point rate increases occurred on January 31st
and March 28th, and in the June 2006 quarter, on May 10th and June
29th."

"Our capital position remains strong," Mr. Fernandez said.
"Financial service revenues grew more than 48% year over year, due
to increased fee income from investment banking, insurance and
trust, 401K and Keogh revenues.  Banking service revenues rose 19%
year over year.  Both financial and banking revenues benefited
from our marketing and services aimed at mid-net worth individuals
and professionals, and are designed to generate recurring fees.
Importantly, our ongoing cost control program enabled us to reduce
non-interest expenses more than 9% sequentially."

                        Net Interest Income

Net interest income for the quarter amounted to $15.2 million
compared to $20.4 million in the March 2005 quarter and
$17.1 million in the December 2005 quarter.  The interest rate
margin was 1.37% compared to 2.02% in the year ago quarter and
1.58% in the preceding quarter.

The decline in net interest income reflected increasing rates on
interest bearing liabilities, primarily short-term borrowings,
which have continued to rise faster than yields on interest
earning assets.  Interest income for the quarter totaled
$56.0 million, an increase of 17.7% over the March 2005 quarter
and 3.2% over the December 2005 quarter, while interest expense of
$40.8 million increased 50.1% over the March 2005 quarter and 9.6%
sequentially.

Interest income from loans rose 21.1% over the March 2005 quarter
and 3.6% over the December 2005 quarter, and interest income from
securities rose 16.4% over the March 2005 quarter and 3.0% over
the December 2005 quarter, reflecting both higher yield and
volume.

                        Non-Interest Income

Total non-interest income was $9.0 million, an increase of 46.7%
over the March 2005 quarter and 4.6% over the December 2005
quarter.  Financial service revenues totaled $5.0 million compared
to $3.3 million in the year ago quarter and $3.6 million in the
preceding quarter, while banking service revenues totaled
$2.2 million versus $1.8 million in the March 2005 quarter and
$2.3 million in the December 2005 quarter.

Mortgage banking activities revenues for the quarter totaled
$400,000, versus $1.1 million in the March 2005 quarter and
$600,00 million in the December 2005 quarter.  There was a slight
net gain on securities versus net gains of $400,000 and $300,000
in the March 2005 and December 2005 quarters, respectively.

Declines in mortgage banking and net gain on securities reflected
the Group's strategy of retaining a higher amount of mortgages, as
well as profitable investment securities, to obtain recurring
interest income.

Combined income from net gain on derivatives and other totaled
$1.3 million, versus a combined loss of $600,000 in the March 2005
quarter and a combined gain of $1.8 million in the December 2005
quarter.  The year over year increase of both items reflects the
mark to market valuation of financial instruments put in place
last year to offset partially the effect of rising rates on
interest expense.

                       Non-Interest Expenses

Non-interest expenses totaled $14.9 million, compared to
$16.4 million in the December 2005 quarter and, as restated,
$12.1 million in the March 2005 quarter.  The March 2006 quarter
reflected sequential declines in compensation expense; advertising
and business promotion expenses; professional and service fees;
and other costs.  Even though these expenses declined, non-
interest expenses did include higher accounting fees related to
the Group's change in its fiscal year; start-up expenses related
to new and expanded branches; and acceleration of amortization of
existing leasehold improvements related to the Group's May 2006
move to new corporate offices, where most non-branch operations
have been consolidated for increased efficiencies.

                      Investment Securities

Investment securities were $3.49 billion at March 31, 2006, an
increase of 7.1% year over year and 0.2% sequentially.
Investments increased from a year ago due primarily to the
purchase of AAA and AA-rated U.S. agency notes.  The nominal
sequential change reflects the Group's strategy of growing loans
faster than investment securities.

                        Lending Activities

Lending balances and activity continued to increase.  Total loans
were $941.2 million at March 31, 2006, up 9.8% from a year ago and
4.2% sequentially.  Mortgage loans were $683.9 million at
March 31, 2006, compared to $596.8 million a year ago and
$649.3 million at Dec. 31, 2005.  Commercial loans, mainly secured
by real estate, were $221.7 million at March 31, 2006, compared to
$234.2 million a year ago and $224.8 million at Dec. 31, 2005.
Consumer loans were $38.1 million at March 31, 2006, compared to
$26.1 million a year ago and $35.5 million at Dec. 31, 2005.

Loan production and purchases amounted to $92.7 million in the
March 2006 quarter compared to $159.8 million in the year ago
quarter and $79.6 million in the preceding quarter.  Production in
the March 2006 quarter reflected sequential growth in mortgage and
commercial and year over year growth in consumer, and purchases
resulted from the start of the Group's previously announced
mortgage wholesaling business.  Year ago loan balances and loan
purchases include the previously announced reclassification of
$109.6 million in certain purchased loans from mortgage loans to
commercial loans.

                   Interest Bearing Liabilities

Deposits of $1.27 billion at March 31, 2006, increased 6.4% year
over year, but were 1.9% lower sequentially.  The year over year
growth primarily reflected brokered CDs issued in the June 2005
quarter.  As of March 31, 2006, brokered CDs represented 20% of
total deposits compared to 17% a year ago.  Borrowings at
March 31, 2006, totaled $2.91 billion, an increase of 10.2% year
over year and 2.9% on a sequential quarter basis, primarily due to
the Group's use of repurchase agreements.  While the Group's long-
term strategy is to use deposits rather than borrowings to fund
asset growth, from time to time it is more cost-effective for the
Group to use repurchase agreements.

                          Credit Quality

Provision for loan losses for the March 2006 quarter was
$1.1 million compared to $700,000 in the March 2005 quarter and
approximately $1.0 million in the December 2005 quarter.  Net
charge offs declined to $600,000 (0.25% of average loans
outstanding) compared to $1.2 million (0.61%) in the March 2005
quarter and $1.2 million (0.50%) in the December 2005 quarter.
The provision is based on an analysis by the Group of the credit
quality and composition of its loan portfolio to maintain the
allowance at an adequate level.

At March 31, 2006, non-performing loans were $30.0 million, down
6.5% from a year ago and up 5.3% from Dec. 31, 2005.  Non-
performing loans to total loans were 3.16%, compared to 3.71% in
the March 2005 quarter and 3.12% in the December 2005 quarter.

                              Capital

The Group continues to be well-capitalized, with ratios
significantly above regulatory capital adequacy guidelines.  At
March 31, 2006, Tier 1 Leverage Capital Ratio was 9.67% (more than
2.4 times the minimum of 4.00%), Tier 1 Risk-Based Capital Ratio
was 33.88% (more than 8.4 times the minimum of 4.00%), and Total
Risk-Based Capital Ratio was 34.44% (more than 4.3 times the
minimum of 8.00%).

"The reporting of our March 2006 quarter results was delayed
because of the extra three months needed to complete and file our
10-K for the six month transition period ended December 2005,
which resulted from a change to a calendar year," Mr. Fernandez
said.

"Our current plan is to file our first quarter 2006 10-Q in
August, our second quarter 10-Q in September, and our third
quarter 10-Q by its due date in November."

Oriental Financial Group Inc. (NYSE: OFG) --
http://www.OrientalOnline.com/-- is a diversified financial
holding company operating under U.S. and Puerto Rico banking laws
and regulations.  Oriental provides comprehensive financial
services to its clients throughout Puerto Rico and offers third
party pension plan administration through its wholly owned
subsidiary, Caribbean Pension Consultants, Inc.  The Group's core
businesses include a full range of mortgage, commercial and
consumer banking services offered through 24 financial centers in
Puerto Rico, as well as financial planning, trust, insurance,
investment brokerage and investment banking services.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2006,
Standard & Poor's Ratings Services assigned its 'BB+' long-term
counterparty credit rating to Oriental Financial Group.  S&P also
assigned its 'BBB-' counterparty rating to Oriental's principal
operating subsidiary, Oriental Bank & Trust.  S&P said the outlook
for both entities is negative.


OWENS CORNING: Court Approves $2.4-Billion Exit Financing
---------------------------------------------------------
The Honorable Judith K. Fitzgerald authorizes Owens Corning and
its debtor-affiliates to enter into the Senior Credit Facilities
Commitment Letter, the Fee Letters and the Engagement Letter with
Citigroup Global Markets Inc., Bank of America, N.A. and Bank of
America for the provision of $2,400,000,000 in post-emergence
financing.

The proposed exit facility will consist of:

   -- a $1,400,000,000 term loan facility; and

   -- a $1,000,000,000 revolving credit facility.

The Court directs Owens Corning to pay the Commitment Parties the
fees and expenses provided for in the Exit Financing Commitment
Documents.

Judge Fitzgerald makes it clear that Owens Corning's obligations
under the Exit Financing Documents will constitute allowed
administrative expenses on a joint and several basis of Owens
Corning and other debtors.  To the extent the obligations are not
paid as allowed administrative expense claims, the obligations
will be assumed by either:

   -- the reorganized Debtor;

   -- any successors to the Debtors under any plan confirmed
      pursuant to Section 1129 of the Bankruptcy Code; or

   -- any acquirer of all or substantially all of the Debtors'
      assets in a sale pursuant to Section 363.

The Court's approval of the Exit Financing is a final and
non-interlocutory order and is immediately subject to appeal
pursuant to Section 158(a) of the Judiciary Code.

The major terms of the Commitment Letter are:

   Conditions Precedent     * no discovery of materially
   to Citigroup's &           inconsistent information not
   BofA's Commitments         previously disclosed;

                            * the execution and delivery of
                              definitive documentation of the
                              Senior Credit Facilities -- the
                              Operative Documents;

                            * absence of an event reasonably
                              expected to result in a material
                              adverse change in the Debtors'
                              business or financial condition;
                              and

                            * the Debtors will not have failed to
                              coordinate in a manner reasonably
                              acceptable to the Commitment
                              Parties the issuance or syndication
                              or announcement of the contemplated
                              securities issuance, if it occurs,
                              which failure could reasonably be
                              expected to adversely affect the
                              syndication of the Senior Credit
                              Facilities.

   Syndication                The Commitment Parties reserve the
                              right to syndicate all or a portion
                              of their commitments to other
                              financial institutions, which will
                              become parties to the Operative
                              Documents.  The Debtors will take
                              all reasonable actions requested by
                              the Citigroup and BAS to assist in
                              forming a syndicate.

   Commitment Termination     Citigroup's and Bank of Americas'
                              commitments under the Commitment
                              Letter will terminate on the
                              earliest of:

                              * July 31, 2006, unless the Court
                                has approved the Commitment
                                Letter and Fee Letters;

                              * the date the Operative Documents
                                become effective; or

                              * 364 days after the date of the
                                Commitment Letter, unless the
                                transactions have been
                                consummated, the Operative
                                Documents entered into, and the
                                initial fundings have occurred.

   Indemnification            The Debtors will indemnify and hold
                              harmless the Commitment Parties and
                              the Lenders from all claims and
                              expenses incurred by or asserted
                              against them in connection with the
                              Commitment Letter or the Operative
                              Documents, unless there is a final
                              non-appealable finding of gross
                              negligence or willful misconduct by
                              the Indemnified Persons.  The
                              Indemnified Persons will not be
                              liable for special, indirect,
                              consequential or punitive damages.

   Costs and Expenses         The Debtors will jointly and
                              severally reimburse the Commitment
                              Parties for all reasonable costs
                              and expenses in connection with the
                              Senior Credit Commitment and
                              preparation, negotiation,
                              execution, and delivery of
                              Commitment Letter and Operative
                              Documents whether or not the
                              transactions are consummated and
                              all costs and expenses associated
                              with enforcement of the Commitment
                              Parties' rights and remedies under
                              the Commitment Letter.

   Assumption of              To the extent not otherwise paid by
   Obligations                the Debtors, the obligations under
                              the Commitment Letter and the Fee
                              Letters will automatically be
                              assumed by, and constitute
                              obligations of, the reorganized
                              Owens Corning at the time the
                              Debtor emerges from bankruptcy.

   Purpose & Availability     The full $1.4 million maybe drawn
   of Term Facility           in a single drawing on or after the
                              date on which the Operative
                              Documents are executed -- the
                              Closing, which the Debtors
                              contemplate occurring on the
                              Effective Date, upon Owens
                              Corning's request made by
                              January 31, 2007, or a date not
                              less than one month after the
                              Effective Date.  The proceeds of
                              the Term Facility will be used to
                              fund certain distributions under
                              the Sixth Amended Plan.

   Purpose & Availability     The proceeds will be used to
   of Revolving Facility      finance general working capital
                              needs and to pay certain other
                              items set forth in the Commitment
                              Letter.  Loans under the Revolving
                              Facility will be available on and
                              after the Closing Date anytime
                              before the final maturity of the
                              Revolving Facility, provided that
                              the aggregate principal amount
                              drawn on the Closing Date will not
                              exceed $100,000,000 and the
                              remainder of $400,000,000 minus the
                              aggregate principal of gross cash
                              proceeds received by Owens Corning
                              in the contemplated Securities
                              Offerings, if any, on the Closing
                              Date, provided that as of the
                              Effective Date, the aggregate Exit
                              Facility Amount whether drawn from
                              under the Term Facility or the
                              Revolving Facility or otherwise,
                              will not exceed $1.8 billion.  A
                              portion of the Revolving Facility
                              will be available for the issuance
                              of Letters of Credit while another
                              portion will be available for
                              swingline loans, which will reduce
                              availability under the Revolving
                              Facility on a dollar-for-dollar
                              basis.

   Maturity & Amortization    The Term Facility and the Revolving
                              Facility will mature five years
                              after the Closing Date.

   Prepayments & Reductions   Other than advances made at Owens
                              Corning's option under a
                              competitive bid facility, loans
                              may be prepaid and commitments
                              reduced by Owens at any time
                              without penalty of fees.  Mandatory
                              prepayments or commitment
                              reductions under the Senior Credit
                              Facilities include 100% of net cash
                              proceeds of all non-ordinary course
                              asset sales or dispositions of
                              property, subject to Owens
                              Corning's right to reinvest and
                              other exceptions, and 100% of the
                              net proceeds of issuance of debt
                              obligations of Owens Corning and
                              subsidiaries, subject to limited
                              exceptions to be agreed.

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


OWENS CORNING: Wants to Settle 7-Eleven's Claim for $1.5 Million
----------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Owens Corning and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve an
agreement with 7-Eleven, Inc., settling claims related to
underground storage tanks.

Between 1965 and 1995, Owens Corning manufactured and sold
fiberglass tanks for the underground storage of petroleum and
water, Kathleen P. Makowsky, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, relates.  In 1995, Owens Corning sold its
storage tank business to Fluid Containment, Inc., now known as
Containment Solutions, Inc.  The Debtor retained certain
liability for warranty and product-related claims with respect to
the tanks it had manufactured.

Owens Corning manufactured and sold the tanks with a limited
30-year warranty against structural failure.  Recovery under the
Warranty was subject to certain conditions and was limited, at
Owens Corning's option, to:

   -- repair of a defective tank;

   -- delivery of a replacement tank to the point of original
      delivery; or

   -- refund of the original purchase price.

The Debtors expressly disclaimed any other warranty or other
obligation.

Because the Debtors sold the storage tank business prepetition
and have no ongoing tank product line, the Debtors, as part of
their Plan of Reorganization, elected to discharge their legal
obligations under the Warranty pursuant to Section 1141(d) of the
Bankruptcy Code.

                         7-Eleven's Claim

Before the Debtors filed for bankruptcy, 7-Eleven acquired some
storage tanks that Owens Corning manufactured and sold.  On April
10, 2002, 7-Eleven filed Claim No. 6803 for damages that arose out
of its acquisition of the tanks, including:

   -- breach of the Warranties;

   -- breach of implied warranties;

   -- contractual indemnification;

   -- common law indemnification and contribution;

   -- claims for strict liability for allegedly defective
      products; and

   -- citizen suit rights under the Resource Conservation and
      Recovery Act, as amended.

The Claim asserts damages including:

   -- $423,802 for actual damages suffered;

   -- anticipatory damages in an unspecified amount based on the
      potential failure of the storage tanks; and

   -- unspecified damages for consulting, expert and attorneys'
      fees.

The Claimant has not formally amended the Claim.  However,
through communications with counsel to the Debtors during which
the parties explored resolution of 7-Eleven's claims, 7-Eleven
told the Debtors' counsel that it will increase the amount
asserted in the Claim to reflect damages in excess of $6,000,000.
The Claimant provided documentation to support the Claim.

                       Settlement Agreement

After more than several months of negotiations, the Debtors and
7-Eleven agreed resolve the Claim, pursuant to the terms of the
Settlement Agreement.

The principal terms of the Settlement are:

   a. The Claim will be allowed against Owens Corning as a
      general unsecured, non-priority claim for $1,511,903;

   b. The Allowed Claim is in full and final satisfaction of any
      and all claims, liabilities or demands arising from to the
      storage tanks and the related Warranties including those
      that arose postpetition; and

   c. Except as to the Allowed Claim, 7-Eleven waives, releases
      and forever discharges the Debtors from all claims,
      obligations or causes of action  relating to the storage
      tanks the Warranties.

Ms. Makowsky tells the Court that the terms of the Settlement
Agreement were negotiated at arm's-length and in good faith
between the parties.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--  
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 136; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PARMALAT: Banca Monte Dei Paschi Sells 9.1 Million Parmalat Shares
------------------------------------------------------------------
Banca Monte dei Paschi di Siena SpA disposed off 9,100,000 shares
of stock in Parmalat S.p.A., AFX Limited News reports.

Banca Monte dei Paschi, AFX News says, acquired the shares
pursuant to Parmalat's restructuring plan, as payment for the
bank's claim against the company.

No financial details were given, AFX News adds.

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)


PARMALAT USA: Bondi Says Parmalat Can Exceed 2007 Financial Goals
-----------------------------------------------------------------
Dr. Enrico Bondi, extraordinary administrator of Parmalat
Finanziaria S.p.A. and certain of its affiliates and CEO of
Reorganized Parmalat, is confident that Parmalat can reach and
exceed financial targets it has set for 2007, AFX Limited News
reports, citing Il Sole 24 Ore newspaper.

Dr. Bondi, however, is not positive on Parmalat's winning a suit
against various banks.  Parmalat must proceed with caution, even
if the hope of winning the claims is more than legitimate, Dr.
Bondi told Il Sole.

Dr. Bondi also added that Parmalat can become a "center for
mergers" in the Italian food industry, AFX News says.

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)


PENN OCTANE: Shares Delisted from Nasdaq; Trades at OTCBB
---------------------------------------------------------
Penn Octane Corporation's securities were delisted from The Nasdaq
Stock Market effective July 19, 2006.

The Nasdaq Stock Market's Listing Qualifications Panel's decision
to delist was based on the fact that Penn Octane has not regained
compliance with the minimum bid price requirement of $1.00 per
share as provided in Marketplace Rule 4310(c)(4) for continued
listing on NASDAQ.  Penn Octane will continue to file all required
reports with the Securities and Exchange Commission.

Penn Octane is now registered at the OTC Bulletin Board under the
symbol POCC.PK.

The OTC Bulletin Board is a regulated quotation service that
displays real-time quotes, last sale prices and volume information
in over-the-counter securities.

                        About Penn Octane

Headquartered in Palm Desert, California, Penn Octane Corporation
(NASDAQ:POCC) -- http://www.pennoctane.com/-- formerly known as
International Energy Development Corporation buys, transports and
sells liquefied petroleum gas for distribution in northeast
Mexico, and resells gasoline and diesel fuel.  The Company has a
long-term lease agreement for approximately 132 miles of pipeline,
which connects ExxonMobil Corporation's King Ranch Gas Plant in
Kleberg County, Texas and Duke Energy's La Gloria Gas Plant in Jim
Wells County, Texas, to the Company's Brownsville Terminal
Facility.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 4, 2006,
Burton McCumber & Cortez, L.L.P., Brownsville, Texas, raised
substantial doubt about the ability of Penn Octane Corporation to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.

Burton McCumber pointed to the Company's insufficient cash flow to
pay its obligations when due, inability to obtain additional
financing because substantially all of the Company's assets are
pledged or committed to be pledged as collateral on existing debt,
existing credit facility may be insufficient to finance its
liquefied petroleum gas and Fuel Sales Business, and working
capital deficiency.


PNA GROUP: Moody's Rates Proposed $250 Million Senior Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to $250 million of
proposed senior unsecured notes being issued by PNA Group, Inc.
and a B1 corporate family rating.  The rating outlook is stable.
This is the first time Moody's has rated PNA, a relatively large
metal distributor that operates 22 steel service centers
throughout the US.

PNA's ratings reflect its moderate size, favorable market
position, and geographic, product and end-market diversification.
The ratings also recognize the generally stable cash flow of steel
distributors due to the correlation between selling prices and
metal purchases, the countercyclical nature of working capital,
and modest capital expenditures.  These characteristics should
enable PNA to service its debt and pursue organic growth
opportunities.

However, PNA's ratings also reflect its high leverage, modest
profit margins typical of metal distributors, the potential for
the company to make acquisitions, for which it does not have an
established track record, and the potential for new owner,
Platinum Equity, to take equity distributions disproportionate to
PNA's free cash flow.

These ratings were assigned:

   * B3 to the proposed $250 million senior unsecured notes due
     2016,

   * B1 corporate family rating.

PNA Group, Inc., headquartered in Atlanta, operates 22 steel
service centers throughout the US. In 2005, pro forma for the June
2006 acquisition of Metals Supply Company, Ltd., it had sales of
$1.36 billion.


PROCARE AUTOMOTIVE: Wants Investigation Period Extended to July 31
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in ProCare
Automotive Service Solutions, LLC's bankruptcy case asks the
Honorable Pat E. Morgenstern-Clarren of the U.S. Bankruptcy Court
for the Northern District of Ohio in Cleveland to extend its time
to:

   (a) complete its investigation of claims and liens asserted by
       the Secured Lenders -- Key Mezzanine Capital Fund I, LP,
       Regis Capital Partners, L.P., PASS Holdings LLC, and
       Sullivan Partners LLC; and

   (b) commence any adversary proceeding with respect to the
       validity, extent, priority, perfection, and enforceability
       of any of the Secured Lenders' alleged secured claims and
       security interests in assets of the Debtor.

The Committee wants its investigation period extended to July 31,
2006.

The Secured Lenders do not oppose the requested extension.

The Committee and the Secured Lenders, with the exception of
Sullivan Partners, have agreed to the terms of a settlement that
will resolve the issues raised by the Committee short of
litigation.

The parties need additional time to document and finalize the
terms of a settlement.  In addition, the Committee and Sullivan
Partners need additional time for further discussion.

Stuart A. Laven, Jr., Esq., and William Schonberg, Esq., at
Benesch Friedlander Coplan & Arnoff LLP represent Key Mezzanine
Capital Fund I and Regis Capital Partners, L.P.

Dominic A. DiPuccio, Esq., and Stuart Larsen, Esq., at Kahn
Kleinman, LPA represent Sullivan Partners LLC.

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offers maintenance and
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  Scott N. Opincar, Esq., at
McDonald Hopkins Co., LPA, represents the Official Committee of
Unsecured Creditors.  Joseph M. Geraghty at Conway MacKenzie &
Dunleavy gives financial advisory services to the Committee.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


PROCARE AUTOMOTIVE: Wants to Pay JPMorgan's Prepetition Sec. Claim
------------------------------------------------------------------
ProCare Automotive Service Solutions, LLC, asks the Honorable Pat
E. Morgenstern-Clarren of the U.S. Bankruptcy Court for the
Northern District of Ohio in Cleveland for authority to pay the
prepetition secured claim of JPMorgan Chase Bank, N.A.

The details of the JPM Indebtedness:

      Principle                            $180,774.49
      Interest                               $5,171.53
      Total Payoff as of June 30, 2006     $185,946.02
      Per Diem Rate of Interest                 $55.00
      Legal Fees                            $11,572.08

The value of the collateral securing the JPM Indebtedness
exceeds the indebtedness.  Because JPM is oversecured, JPM is
entitled, under Section 506(b) of the Bankruptcy Code, to
interest, fees and costs, which are continuing to accrue, thereby
reducing the amount available for distribution to other creditors.

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offers maintenance and
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  Scott N. Opincar, Esq., at
McDonald Hopkins Co., LPA, represents the Official Committee of
Unsecured Creditors.  Joseph M. Geraghty at Conway MacKenzie &
Dunleavy gives financial advisory services to the Committee.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


RADNOR HOLDINGS: Inks Amendment on Two Credit Agreements
--------------------------------------------------------
Radnor Holdings Corporation and certain of its subsidiaries
entered into a First Amendment to Agreement Regarding Loans, on
July 18, 2006, with:

    * National City Business Credit, Inc., as agent, and lender,
    * Bank of America, N.A., as syndication agent and lender,
    * KeyBank, National Association, as a lender and
    * National City Bank, as letter of credit issuer.

Under the terms of the Amendment:

    (i) the Company and its subsidiaries acknowledged that they
        cannot comply with certain of the terms agreed to in the
        Agreement Regarding Loans entered into between the
        Company and the Lenders on June 14, 2006,

   (ii) the Lenders agreed to forbear from exercising their rights
        and remedies in respect of certain existing defaults
        through July 27, 2006, and

  (iii) the Lenders agreed to provide additional funding to the
        Company up to an agreed upon limit through July 27, 2006,

provided, in the case of clauses (ii) and (iii), that the Company
Parties meet certain conditions and covenants set forth in the
Amendment, including continuing to market its businesses and
assets as part of its consideration of restructuring alternatives.

The Company further disclosed that on July 18, 2006, it also
entered into a Forbearance, Standstill and Amendment Agreement
with Special Value Expansion Fund, LLC and Special Value
Opportunities Fund, LLC and Tennenbaum Capital Partners, LLC as
Agent and Collateral Agent for the TCP Lenders.

Under the terms of the TCP Agreement:

    (i) the Company acknowledged that it did not make the interest
        payment due on July 15, 2006 to the TCP Lenders under the
        Credit Agreement, dated December 1, 2005 and Amendment No.
        1 to the Credit Agreement, dated April 4, 2006 and that
        such failure constituted a default under the TCP Credit
        Agreement and

   (ii) the TCP Lenders and TCP agreed to forbear from exercising
        their rights and remedies against the Company regarding
        the interest payment and certain other acknowledged
        defaults under the TCP Credit Agreement through July 27,
        2006, provided that the Company meets certain conditions
        and covenants set forth in the TCP Agreement.

Michael Kennedy, the Company's president and chief executive
officer, also entered into an Acknowledgement on July 18, 2006
related to a Guaranty and Negative Pledge Agreement entered into
by Mr. Kennedy in favor of the TCP Lenders and TCP on April 4,
2006.

On the same date, the TCP Lenders into an Intercreditor Agreement
with the Lenders addressing relative payment priorities in respect
of advances under the Amendment.  As part of the Intercreditor
Agreement, the Company acknowledged that the terms set forth in
the Intercreditor Agreement do not affect any rights or
obligations of the Company.

                       Subsidiary Default

The Company also reported that on July 1, 2006, WinCup Holdings,
Inc., a wholly-owned subsidiary of the Company failed to make a
scheduled principal and interest payment on a Promissory Note
entered into by WinCup in favor of Polar Plastics Inc, and on
July 7, 2006 the Company received notice of default from Polar in
respect of such failure.  The amount outstanding under the
unsecured note has not been accelerated.

Radnor Holdings Corporation -- http://www.radnorholdings.com/--  
manufactures and distributes a broad line of disposable
foodservice products in the United States and specialty chemical
products worldwide.  The Company operates 15 plants in North
America and 3 in Europe and distributes its foodservice products
from 10 distribution centers throughout the United States.


RADNOR HOLDINGS: Missed Interest Payment Prompts S&P's D Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Radnor Holdings Corp. to 'D' from 'CCC-'.  At the same
time, S&P lowered its senior unsecured rating to 'C' from 'CC'.

"The downgrade follows the company's announcement on July 24,
2006, that it did not make the interest payment due under its
credit agreement," said Standard & Poor's credit analyst Paul
Kurias.

The ratings were removed from CreditWatch with negative
implications, where they were placed on Nov. 20, 2003, after the
company's debt-financed acquisition of Polar Plastics Inc.
Subsequently, the CreditWatch listing has focused on Radnor's
deteriorating financial performance and business challenges.
Total debt outstanding, including present value of operating
leases as of Dec. 31, 2005, the date of the company's latest
filing, was approximately $365 million.

Radnor's cash flow declined in fiscal 2005 due to cost increases
in raw materials, higher working capital requirements, and a delay
in the commercial introduction of new products.  Continuing raw
material cost volatility and higher working capital requirements
from the introduction of new products likely hurt operating
performance further in the first half of 2006.  In addition, there
remains some uncertainty with respect to the timing of cash
contributions from the launch of new products that are important
to Radnor's turnaround.  Proceeds from the sale of non-core assets
and from an IPO never materialized.  Consequently, liquidity
levels and cash flow generation remained low relative to the size
of the company's interest payout, working capital and capital
expenditure requirements.


RANK GROUP: Sells Off U.K. CD Replication Unit for GBP3 Million
---------------------------------------------------------------
The Rank Group PLC completed the sale of Deluxe Media Services'
U.K. CD replication business located in Blackburn, Lancashire,
to a subsidiary of Entertainment Distribution Company LLC for a
net cash consideration of around GBP3 million including cash in
the business at completion retained by Rank.

As part of the transaction, EDC acquired 100% of the issued
share capital of Deluxe Global Media Services Blackburn Limited,
the holding company for the business.  The cash consideration
received by Rank is subject to certain post-closing adjustments
for working capital.

The disposal of the business, together with the disposals of
Deluxe Media Services' U.K. DVD replication and U.K.
distribution businesses to Sony DADC that were announced on
June 30, complete Deluxe Media Services' exit from all of its
U.K. businesses.

Rank is in discussions with a number of third parties for the
disposal of the remaining assets of Deluxe Media Services.
These assets comprise the continental European distribution
businesses in Benelux, France, Italy, Spain and Scandinavia and
the U.S. DVD replication and distribution businesses.

                    About Deluxe Media Services

Deluxe Media Services is an international manufacturer and
distributor of optical media on behalf of content owners in the
video, music, games, software and information industries.

                            About EDC

EDC, a subsidiary of Glenayre Technologies, Inc., is the largest
provider of pre-recorded entertainment products, including CDs
and DVDs, for Universal Music Group, the world leader in music
sales.  Headquartered in New York, EDC's operations include
manufacturing and distribution facilities throughout North
America and in Hanover, Germany.

                        About Rank Group

Headquartered in London, Rank Group PLC -- http://www.rank.com/
-- is an international leisure and entertainment company.  The
Group provides services to the film industry, including film
processing, video duplication and cinema exhibition.  The
Group's leisure and entertainment activities entail gambling
services, encompassing Mecca Bingo Clubs and Grosvenor Casinos,
and owned and franchises Hard Rock cafes.

                        *     *     *

On March 6, 2006, Moody's Investors Service assigned a Ba2
corporate family rating to The Rank Group Plc and concurrently
downgraded the senior unsecured long-term debt ratings of Rank
Group Finance Plc (guaranteed by The Rank Group Plc) to Ba2 (from
Baa3).

At the same time, Fitch Ratings downgraded The Rank Group PLC's
Long-term Issuer Default rating and Senior Unsecured ratings to
BB- from BB+ and removed them from Rating Watch Negative.  A
Negative Outlook is assigned.  The Short-term rating is affirmed
at B.  The downgrade follows the disposal of its film processing
business, Deluxe Film, and confirmation of a return of capital
to shareholders announced in conjunction with its 2005
preliminary results.

In addition, Standard & Poor's Ratings Services lowered its
long- and short-term corporate credit ratings on U.K.-based
diversified leisure and entertainment company The Rank Group PLC
to 'BB-/B' from 'BBB-/A-3'.  S&P said the outlook is stable.


REFCO INC: Terminates F/X Associates Agreement with GAIN Capital
----------------------------------------------------------------
Refco Inc. reported that the proposed agreement with privately
held GAIN Capital Group, under which GAIN was to acquire the Refco
F/X Associates retail customer account information and related
assets, has been jointly terminated.  While the parties had
entered into a term sheet outlining the transaction, they were
unable to reach terms on a final asset purchase agreement.

RFXA said that as a result of its inability to enter into a final
asset purchase agreement, it plans to terminate its agreement
with FXCM, the company that services RFXA's web-based platform,
www.refcofx.com, and notify customers immediately that as of
July 31, 2006, their RFXA accounts will be closed and locked
from any further trading activity.

On June 30, 2006, RFXA had reached a preliminary agreement with
GAIN Capital and that it had filed a motion in the Bankruptcy
Court requesting that a hearing be held July 20, 2006, to consider
the matter.  That hearing was later adjourned to Aug. 10, 2006, in
order to allow the parties more time to document the transaction
and give objecting parties more time to assess the benefits of the
transaction.

                        About Refco Inc.

Headquartered in New York City, Refco Inc. (OTC: RFXCQ) --
http://www.refco.com/-- is a financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago, New
York, London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC,
is a regulated commodity futures company that has businesses in
the United States, London, Asia and Canada.  Refco, LLC, filed
for bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as
Refco Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner
is represented by Bingham McCutchen LLP.  RCM is Refco's
operating subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management
LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC,
filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-11260 through 06-11262).


RENATA RESORT: Gets Final Court Okay on $9 Million DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida in
Panama City approved, on a final basis, the debtor-in-possession
financing agreement allowing Renata Resort LLC to borrow up to
$9,000,000 from NexBank SSB as administrative agent for the DIP
lenders.

As adequate protection, the Debtor grants NexBank superpriority
claims on all of its assets.

Upon finalizing and executing the Credit Agreement, the Court
directs the Debtor to use the Loan to:

   (a) satisfy, as agreed, its obligations to K. E. Durden, as
       lender to the Debtor's credit facility prior to its
       bankruptcy filing;

   (b) fund ordinary working capital and general corporate
       needs and to fund capital expenditures and other amounts
       required or allowed to be paid under the Credit Agreement
       and in accordance with a DIP budget;

   (c) pay fees, costs, expenses, disbursements to professionals
       retained at the expense of the estate and bankruptcy
       related charges of the Clerk of Court and the U.S.
       Trustee in accordance with a DIP budget; and

   (d) pay fees and expenses owed to NexBank and the DIP Lenders
       under the Credit Agreement.

A full-text copy of the Debtor's proposed 5-month budget on the
DIP Facility is available for free at:

               http://researcharchives.com/t/s?e61

The Court ruled that no portion of the DIP Facility or the
collateral securing the Debtor's obligations under the Credit
Agreement may be used to:

   (i) investigate, prepare for, commence or prosecute any
       action, counterclaim or objection with respect to the
       claims, liens or security interests of NexBank or any of
       the DIP Lenders; or

  (ii) investigate, prepare for, commence or prosecute any claim
       against or otherwise adverse to NexBank or any of the
       DIP Lenders.

In addition, the Court subjects the liens, security interests and
superpriority claims granted to NexBank to a limited carve-out,
for:

    a) the payment, in case of a default, of allowed professional
       fees and expenses incurred by the professionals retained,
       pursuant to Sections 327 or 1103(a) of the Bankruptcy
       Code, by the Debtor or any statutory committee of
       unsecured creditors, if one is appointed, in an aggregate
       amount not to exceed $20,000, minus any retainers
       available for application to the accrued fees and
       expenses; and

    b) fees payable to the Clerk of the Bankruptcy Court as
       required under 28 U.S.C. Sec. 1930(a)(6).

                     Interest and Other Fees

Under the Credit Agreement, the $9,000,000 loan will bear interest
at the sum of LIBOR plus the applicable LIBOR Margin; provided,
however that if LIBOR falls below 2% per annum, LIBOR will be
deemed to be equal to 2% per annum.

Renata Resort previously paid to NexBank a $90,000 fee in
consideration of its commitment to provide the financing to Renata
Resort.

Renata Resort will also pay to NexBank, for the benefit of the DIP
Lenders, in accordance with their respective pro rata shares, a
closing fee equal to $90,000.

A full-text copy of the Credit Agreement is available for a fee at
http://www.researcharchives.com/bin/download?id=060725222903

                      About Renata Resort

Headquartered in Panama City, Florida, Renata Resort, LLC, fdba
Sunset Pier Resort, LLC, operates a hotel and resort.  The company
filed for chapter 11 protection on May 31, 2006 (Bankr. N.D. Fla.
Case No. 06-50114).  John E. Venn, Jr., Esq., at John E. Venn,
Jr., P.A., represents the Debtor in its restrucutring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtor's case.  When the Debtor filed for protection from its
creditors, it listed total assets of $19,947,271 and total debts
of $8,524,196.


REVLON CONSUMER: Gets $100 Mil. Term Loan Add-On Bank Credit Deal
-----------------------------------------------------------------
Revlon Consumer Products Corp., wholly-owned subsidiary of Revlon,
Inc., received all of the required lender consents to
the amendment to its bank credit agreement, dated July 9, 2004 to,
among other things, increase the existing $700 million term loan
facility under the Credit Agreement by $100 million.

The Company announced that it expects to close and fund the
amendment to the Credit Agreement on July 28, 2006, subject to
market and other customary conditions.  There can be no assurances
that this transaction will be consummated.

"I am pleased with this demonstration of support by our lenders as
we continue to take important actions for the long-term to drive
revenue growth, while working aggressively to reduce costs and
improve efficiencies" Revlon President and CEO Jack Stahl stated.
"We believe that these actions support our goal of achieving
profitability and value creation over time."

                           About Revlon

Revlon, Inc. (NYSE:REV) -- http://www.revloninc.com/-- is a
worldwide cosmetics, skin care, fragrance, and personal care
products company.  The Company's vision is to deliver the promise
of beauty through creating and developing the most consumer
preferred brands.  The Company's brands include Revlon(R),
Almay(R), Vital Radiance(R), Ultima(R), Charlie(R), Flex(R), and
Mitchum(R).

At March 31, 2006, the Company's balance sheet showed
$1,085,400,000 in total assets and $2,127,500,000 in total
liabilities, resulting in a stockholders' deficiency of
$1,042,100,000.


RICHARD SWENHAUGEN: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Richard A. Swenhaugen
        1101 Alexander Road
        Bloomington, Illinois 61701

Bankruptcy Case No.: 06-70951

Chapter 11 Petition Date: July 25, 2006

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Sumner Bourne, Esq.
                  Rafool & Bourne, P.C.
                  411 Hamilton Boulevard, Suite 1600
                  Peoria, Illinois 61602
                  Tel: (309) 673-5535
                  Fax: (309) 673-5537

Total Assets: $1,270,300

Total Debts:  $1,215,815

Debtor's 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
State Bank of Lincoln            Real Estate             $138,765
P.O. Box 529
Lincoln, IL 62656

National City                    1998 Sea Ray Boat        $55,000
P.O. Box 3038
Kalamazoo, MI 49003

Chase Bank                                                $47,718
P.O. Box 260180
Baton Rouge, LA 70826

Gibraltor Pool and Spa           Alleged Mechanics Lien   $12,000
849 South Route 51
Forsyth, IL 62535

Robert Swenhaugen                                         $10,000
6814 Bloomfield Road
Peoria, AZ 85381

Discover                                                   $9,450

MBNA America                                               $9,345

Bank of America                                            $5,146

Capital One                                                $4,406

Wells Fargo Financial                                      $4,323

Stephanie Asenbremer                                       $4,287

GMAC                             Vehicle                   $1,000

Fifth Third Bank                 2002 GMC Yukon            $1,000

GMAC                             Vehicle                   $1,000

Bergners                                                     $229

Country Companies Financial      Personal Guarantee       Unknown
                                 of Corporate Lease


SAINT VINCENTS: More Claimants Seek Stay Relief to Pursue Suits
---------------------------------------------------------------
A total of 16 more medical malpractice and personal injury
claimants ask the U.S. Bankruptcy Court for the Southern District
of New York to lift the automatic stay with respect to the cases
they brought against Saint Vincents Catholic Medical Centers of
New York and its debtor-affiliates, as well as other defendants:

The Personal Injury claimants are:

    Claimant               Pending Litigation
    --------               ------------------
    Lonny Wayne Sherman    Lonny Wayne Sherman, as Executor of the
                           Estate of Jeanne Sherman, vs. Patrick
                           De Pippo, M.D., Shawn Marc Garber,
                           M.D., David Brieff, M.D., Alan Bulbin,
                           M.D., North Shore Infectious Diseases
                           Consultants, P.C., Jonathan Waxner,
                           M.D., Nassau Chest Physicians, P.C. and
                           St. Francis Hospital

    Joseph Rappa           Joseph Rappa and Christine Rappa
       and                 vs. Sheldon Queler, DO, Jose Ventura,
    Christine Rappa        M.D., Karen Birgit Pols, M.D., AMB
                           Medical Services, PC, d/b/a Doc Care,
                           Alan M. Bigman, M.D., St. John's
                           Hospital - Queens, Anthony Shallash,
                           M.D., Chung Lee Wong, M.D., Stefano
                           Amodio, M.D., David Krumholz, M.D.,
                           Paul Bader, M.D. and Nasir Gondal, M.D.

    Tiesha Britt-Gaines    Tiesha Britt-Gaines vs. Mitchell
                           Complex Family Health Center, Bailey
                           Seton Hospital, Sisters of Charity
                           Medical Center, Theodore Fink, M.D.,
                           Nassau Road Family Health, P.C. a/k/a
                           Nassau Road Medical Associates, John
                           Mitchner, M.D., Emmanuel Decade, M.D.,
                           Charles Stewart, M.D., Frederick
                           Kaskel, M.D., Siddharth Sharma, M.D.,
                           Musarrat Hussain, M.D., Beth Bailey,
                           D.O., Robert Thompson, R.N., Krista
                           Jansen, R.N., and Barbara Ann
                           Brucculeri, C.A.

    Elizabeth Evans        Elizabeth Evans and Mark McCord, as
       and                 Co-Guardians ad litem for Michelle
    Mark McCord            McCord vs. St. Mary's Hospital of
                           Brooklyn, Catholic Medical Center of
                           Brooklyn and Queens and Rajesh Bajaj,
                           M.D. s/h/a Randhir Bajij, M.D.

    Irene Ruan             Irene Ruan, as Administratrix of the
                           Estate of Maria Royer, Deceased and
                           Bernard Royer, Individually, vs.
                           Beth Israel Hospital Medical Center
                           Kings Highway Division, St. Mary's
                           Hospital Catholic Medical Centers of
                           Brooklyn and Queens, Inc., Interfaith
                           Medical Center St. John's Episcopal
                           Division and St. John's Episcopal
                           Hospital, South Shore

    Harry Miller           Harry Miller, as Administrator of the
                           Estate of Gloria Hermina Miller, and
                           Harry Miller, Individually, vs.
                           St. Joseph's Hospital Catholic Medical
                           Center Of Brooklyn and Queens, Inc.,
                           Simeon C. Floro, M.D., Simeon C. Floro,
                           M.D., Salil P. Marfatia, M.D., Alfredo
                           B. Bonaire, M.D., Iqbal S. Tak, M.D.

    Annamarie Ventrone     Annamarie Ventrone, as Executrix of the
                           Estate of Lawrence Maccarone, a/k/a
                           Lawrence D. Maccarone, Jr., deceased
                           vs. St. Vincent Catholic Medical
                           Centers Staten Island Region d/b/a St.
                           Vincent's Medical Center, John M. Pepe,
                           M.D., Matthew Polimeni, M.D., Farhang
                           Ebrahami, M.D., and Feroze H. Tejani,
                           M.D.

The Medical Malpractice claimants are:

    Claimant               Pending Litigation
    --------               ------------------
    Gustavo A. Grueso     Gustavo A. Grueso, plaintiff, vs.
                          Barbara Johnston, Steven Rappaport and
                          Maria Sires, defendants

    Francisca Montan      Francisca Montan, plaintiff, vs.
                          St. Vincent's Catholic Medical Centers,
                          St. Vincent's Midtown Hospital, Dr. Jose
                          Goris, Dr. Ramon Tallaj and Otilio Pena,
                          Defendants

    Kenneth A. Welt       Kenneth A. Welt, as Trustee of the
                          Bankruptcy Estate of Lucia Ciancimino
                          and Anthony Ciancimino, plaintiffs,
                          vs. Joseph T. McGinn, Jr., St. Vincent's
                          Hospital and Medical Center of New York,
                          Thomas Constantino, M.D., Staten Island
                          University Hospital and Staten Island
                          Heart, defendants

    Michael Lovett        Michael Lovett, plaintiff, vs. St.
                          Vincents Medical Centers of New York,
                          Emergency Medicine Physicians of Staten
                          Island, P.C., and James Rappai, M.D.,
                          defendants

    Rosemary Sutherland   Rosemary Sutherland vs. Debtor Bailey
                          Seton Hospital and other Defendants

Nancy Stocco seeks for similar relief for a medical malpractice
claim against the Debtor, which is not in suit.

The Claimants assert that lifting the stay will in no way
adversely affect the Debtors or their estate.  However, failure
to grant the relief would severely affect the Claimants' rights
and will result in prejudice to their interest in the actions.

The Claimants assure the Court that they are not seeking relief
to proceed against the Debtors' property.  The Claimants agree
that they will look solely to the Debtors' insurance coverage for
satisfaction of any judgment or settlement against the Debtors or
the estates.

Jiang Lin Mei and Jie Zhang, parents and natural guardians of
Sharon Mei, also ask the Court to lift the automatic stay to
allow them to file, and pursue, a lawsuit in the Supreme Court of
the State of New York, County of Queens.

Gerhardt M. Nielsen, Esq., at Pegalis & Erickson, LLC, in New
York, tells the Court that multiple factors warrant lifting the
stay:

    * relief from the stay may result in a partial or complete
      resolution of the issues;

    * there is no connection between the state court malpractice
      lawsuits and the Debtors' bankruptcy cases;

    * the facts and circumstances involved in the medical
      malpractice cases against the physicians have nothing to do
      with any issue relating to the bankruptcy case;

    * the Supreme Court in Queens County is a specialized tribunal
      with the necessary expertise to hear the causes of action;

    * the malpractice cases only involve third parties;

    * litigation of the Claimants' rights in the Supreme Court
      will not prejudice the interests of other creditors;

    * interests of judicial economy and expeditious, economical
      resolution of litigation favor relief from the stay; and

    * continuation of the stay is harmful to the parties in the
      malpractice actions and results in hardship with little
      benefit to the Debtors.

                           Debtors Object

The Debtors ask the Court to postpone consideration of 18 motions
seeking relief from the automatic stay to pursue malpractice
claims until the Tort Claimants' Committee has shared its views
on a systematic approach and the Court undertakes further action.

The 18 lift stay motions were filed by:

    * Ronald Parisi,
    * Denise Lee,
    * Carole Devaux,
    * Noel and Dorice Weisman,
    * Steven and Evan Anderman,
    * Robert Lorick,
    * Michael Lovett,
    * Francisca Montan,
    * Kenneth A. Welt and Gustavo A. Grueso,
    * Rosemary Southerland,
    * Fernando Martinez,
    * Annamarie Ventrone,
    * Harry Miller,
    * Irene Ruan,
    * Elizabeth Evans and Mark McCord,
    * Tiesha Britt-Gaines,
    * Joseph Rappa and Christine Rappa, and
    * Lonny Wayne Sherman

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, maintains that because extenuating and differentiating
circumstances do not apply to the circumstances described in the
Motions, the Motions should be addressed in a fashion consistent
with earlier requests as and when a decision with respect to the
Prior Motions is made.

Judge Hardin has lifted the stay to allow Carole Devaux to
immediately collect the $243,800 settlement amount agreed upon on
April 28, 2003, from Medical Liability Mutual Insurance Company,
the Debtors' insurance company.

                         Sutherland Replies

Rosemary Sutherland notes that the Debtors' Objection does not
set forth facts regarding:

    -- the status of her claim;

    -- any explanation as to why there are no extenuating and
       differentiating circumstances; and

    -- why her lift stay motion is included in the Objection.

Anoushka Shafiri Bayley, Esq., at Quirk and Bakalor, P.C., in New
York, relates that the Sutherland malpractice action that was
pending in the Supreme Court of the State of New York, Kings
County, was settled prior to the Petition Date.

Pursuant to the decree of the Surrogate's Court, Kings County,
which approved the settlement, all settlement funds are due from
Medical Liability Mutual Insurance Company, the Debtors' primary
insurance carrier.

MLMIC has provided a portion of the settlement funds due to Ms.
Sutherland and the balance that remains at issue is $49,931.

Hence, Ms. Sutherland asks the Court to:

    (i) overrule the Debtors' objection with respect to her claim;

   (ii) grant her lift stay motion to permit MLMIC to proceed
        paying the remaining balance of the settlement due; and

  (iii) exclude her lift stay motion, if the Court decides to sign
        the proposed order, from the Debtors' Objection.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 29
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SANTIAGO ASSOCIATES: U.S. Trustee Wants Chap. 11 Case Transferred
-----------------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 14, asks
the U.S. Bankruptcy Court for the District of Arizona to transfer
Santiago Associates Inc.'s chapter 11 case to an appropriate
district, or in the alternative, dismiss the Debtor's case.

The U.S. Trustee contends that the Debtor's case meets none of the
requirements for proper venue under Section 1408 of Title 28 of
the U.S. Code.

Section 1408 provides four bases for venue of bankruptcy cases,
any one of which could satisfy venue in a chosen district:

   1) domicile;
   2) residence;
   3) principal place of business; or
   4) location of principal assets.

"A court cannot retain an improperly venued case over the
objection of a party in interest, but instead must either dismiss
it or transfer it to a proper venue," the U.S. Trustee argues.

The U.S. Trustee tells the Court that the Debtor, as a Nevada
corporation, is domiciled and has residence in Nevada.  However,
the Debtor's principal place of business, the majority of its
assets, and the majority of its creditors are located in
California.

In addition, the U.S. Trustee notes that a principal of the Debtor
has testified that he travels to the Debtor's property in
California at least every other week for several days at a time in
order to meet with potential investors, show the property, oversee
construction, and generally conduct the Debtor's business.

Headquartered in Phoenix, Arizona, Santiago Associates, Inc.,
filed for chapter 11 protection on May 18, 2006 (Bankr. D. Ariz.
Case No. 06-01454).  Lawrence d. Hirsch, Esq., at Hirsch Law
Office, P.C., represents the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


SCHOLASTIC CORP: Earns $68.6 Million in Fiscal Year Ended May 31
----------------------------------------------------------------
Scholastic Corporation's revenue increased 10% to $2.2 billion for
the fiscal year ended May 31, 2006, from $2 billion in the prior
year.  Net income increased to $68.6 million, from $64.3 million
in the prior year.

For the fiscal fourth quarter, revenue was $601 million versus
$592.1 million for the same period in the prior year, and net
income was $38.4 million, compared to $43.1 million in the prior
year period.

The Company generated Free cash flow of $79.1 million in fiscal
2006.

Richard Robinson, Chairman, CEO and President of Scholastic,
commented, "Challenges in fiscal 2006 included higher operating
costs and softer than expected revenues, particularly in School
Book Clubs, as well as increased costs to support growth in
Educational Publishing and to carry out our turn-around plan in
the U.K.  We believe we will see stronger results in these
businesses in fiscal 2007.  Meanwhile, other areas of the business
exceeded expectations, with excellent results in Trade Publishing
following the launch of Harry Potter and the Half-Blood Prince,
and continued vitality in other best-selling series.  We also had
healthy growth in School Book Fairs.

"While our top near-term priority is to reduce costs, we are
optimistic about the longer-term growth prospects for the Company.
We are leveraging our publishing strength and global scale in
children's books, building on the leading position of READ 180(R)
to develop our educational technology business, growing
internationally and further expanding on our position as the
world's third largest Internet bookseller to reach more parents,
children and educators with books and learning materials," he
continued.

The Company's on-going actions to control costs and improve
margins include:

     1) reducing overhead spending by $40 million annually by
        fiscal 2008;

     2) simplifying School Book Clubs by reducing the number of
        club offers and the level of promotion spending;

     3) using timely sales information to further improve product
        selection while streamlining operations in School Book
        Fairs; and

     4) more tightly integrating editorial and marketing functions
        across its children's book channels.

In fiscal 2007, the Company expects total revenues of
approximately $2.1 to $2.2 billion and Free cash flow of $75 to
$85 million based on these outlook:

   -- In Children's Book Publishing and Distribution, modest
      revenue growth and improved results in Trade Publishing
      (excluding Harry Potter(R) sales), School Book Fairs and
      Continuities.  School Book Club results should improve, on a
      modest decline in revenue, based on growth in Scholastic
      core clubs and cost controls, including the strategic
      decision to discontinue the Troll(TM) and Trumpet(TM) book
      clubs.  Overall segment revenue and profitability are
      expected to decline, based on lower Harry Potter sales
      compared to last year, when the Company released a new book
      in the series.

   -- Strong growth in Educational Publishing.  Last year's
      investment in sales and support should drive higher revenues
      from educational technology, as well as modest growth across
      the rest of the segment.  Profits and operating margins
      should also benefit.

   -- Modest growth in International with higher profits and
      operating margins, in particular in the United Kingdom, and
      a modest decline in revenues and profits in Media, Licensing
      and Advertising.

   -- Significant progress toward the Company's fiscal 2008 goal
      of reducing overhead spending by $40 million annually, with
      approximately two thirds of the savings expected to be
      realized in fiscal 2007.

   -- Severance and transition expenses related to Company-wide
      margin improvement efforts, including its overhead cost
      reduction goals, of approximately $0.10 to $0.15 per diluted
      share after tax.

   -- Stock option expense as a result of the adoption of SFAS No.
      123R of approximately $0.05 to $0.08 per diluted share after
      tax.

                         Segment Results

Children's Book Publishing and Distribution:

Segment revenue in the fourth quarter of fiscal 2006 totaled
$333.6 million, approximately level with $333.4 million in the
prior year period.  Segment operating profit in the fourth quarter
was $48.5 million, down from $51.9 million in the prior year
period.

For the fiscal year, segment revenues were $1,304.0 million, up
13% from $1,152.5 million in the prior year reflecting higher
Harry Potter revenue of approximately $195 million, principally
associated with Harry Potter and the Half-Blood Prince, compared
to $20 million in the prior year.   Segment operating profit for
the year was $114.2 million, up from $93.5 million in the prior
year, primarily reflecting higher Harry Potter sales, partially
offset by lower results in School Book Clubs.

Educational Publishing:

Segment revenue in the fourth quarter was $115.1 million, up 2%
from $112.6 million in the prior year period.  Segment operating
profit was $24 million, down $5.8 million from the prior year
period.

For the fiscal year, segment revenues were $416.1 million, up 3%
from $404.6 million in the prior year.  Segment operating profit
in the year was $69.6 million, down $8.9 million from the prior
year, primarily due to the cost of additional sales and technical
support staff to service a larger educational technology customer
base and the effect of the write-down of print reference assets
and of higher bad debt.

International:

Segment revenue in the fourth quarter rose 7% to $117.1 million
from $109.7 million in the prior year period, primarily reflecting
growth in the United Kingdom, Canada and Asia.  Operating profit
in the segment rose 18% to $13.1 million from $11.1 million a year
ago, primarily due to improved results in Canada and the United
Kingdom.

For the fiscal year, segment revenues were $412.1 million, up 6%
from $389.7 million in the prior year, due to growth in Asia,
Australia, and Canada, partially offset by lower revenues in the
United Kingdom.  Segment operating profit in the year was $22.7
million, down 25% from $30.3 million in the prior year,
principally because of lower results in the United Kingdom, where
the Company has invested in a turn-around plan.

Media, Licensing and Advertising:

Segment revenue was down $1.2 million to $35.2 million in the
fourth quarter, due to lower production revenues.  Operating
profit in the quarter declined by $2.3 million to $2.0 million.

For the fiscal year, segment revenues rose 14% to $151.6 million,
from $133.1 million in the prior year, due to growth in all
business lines, including software and multimedia sales, consumer
magazines and Back to Basics Toys(R).  Operating profit in the
segment declined to $10.3 million from $11.0 million in the prior
year.

                         About Scholastic

Scholastic Corporation (NASDAQ: SCHL) -- http://scholastic.com/--  
is a publisher and distributor of children's books and educational
technology.  The Company distributes its products and services
through a variety of channels, including proprietary school-based
book clubs, school-based book fairs, and school-based and direct-
to-home continuity programs; retail stores, schools, libraries and
television networks.

                         *     *     *

As reported in the Troubled Company Reporter on June 22, 2006,
Moody's Investors Service downgraded Scholastic's senior unsecured
rating to Ba1 from Baa3 and assigned the company a Ba1 Corporate
Family Rating, concluding the review for downgrade initiated on
March 24, 2006.  The rating downgrade reflected the continued
deterioration in Scholastic's already low operating margins due
largely to lower than expected revenue growth and a high fixed
cost structure.

As reported in the Troubled Company Reporter on March 27, 2006,
Standard & Poor's Ratings Services lowered its ratings on
Scholastic, including the corporate credit rating, to 'BB+'
from 'BBB-'.  The rating outlook is negative.


SEA CONTAINERS: High Court Ruling on ORR Dispute Due Today
----------------------------------------------------------
Sea Containers Passenger Transport, a subsidiary of Sea Containers
Ltd., faces uncertainty over its Great North Eastern Railway
operations as it awaits the outcome of a legal battle due to come
out today, Douglas Friedli at the Scotsman reports.

The GNER subsidiary is in the midst of a dispute with London's
Office of the Rail Regulator over the government agency's decision
allowing rival operators to run on the GNER line without paying
similar charges as GNER.  The firm claims that the regulator's
recent move is discriminatory and has accused the agency of
extending unlawful state aid to rivals, Grand Central and Hull
Trains, Mr. Friedli reports.  Sea Containers secured an extension
of its franchise to run the GNER line, which links England and
Scotland, for GBP1.3 billion last year.

                        Bankruptcy Threat

A company spokeswoman disclosed last week that Sea Containers is
looking at various options for its GNER operations depending on
the High Court's ruling on the ORR dispute.  Reports have surfaced
that Sea Containers could sell GNER for GBP200 million to ease its
liquidity problems and avoid bankruptcy.

Citing unnamed sources, AFX News reported that a Chapter 11 filing
is Sea Containers' only alternative to the GNER sale.  However,
Sea Containers stands to lose its GNER franchise if it seeks
bankruptcy protection.

Sea Containers recently completed the sale of its Baltic ferry
subsidiary Silja Oy Ab to Estonian ferry operator AS Tallink Grupp
for a total consideration of approximately US$585 million.
Proceeds from the sale will be used to pay approximately US$503
million of the Company's bank debt.

                      About Sea Containers

London-based Sea Containers -- http://www.seacontainers.com/--  
engages in passenger and freight transport and marine container
leasing.  The Bermuda registered company is primarily owned by
U.S. shareholders and its common shares have been listed on the
New York Stock Exchange (SCRA and SCRB) since 1974.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

                        *     *     *

In June 2006, Moody's Investors Service downgraded the senior
unsecured ratings and confirmed the senior secured rating of Sea
Containers -- Senior Unsecured to Caa3, Senior Secured at B3. The
outlook is negative.

The downgrades were due to the increased probability of a payment
default following Sea Containers' disclosure that it is unable to
confirm whether it will pay the $115 million principal amount of
10-3/4% senior unsecured notes due October 2006.

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services lowered its ratings on Sea
Containers, including lowering the corporate credit rating to
'CCC-' from 'CCC+'.  All ratings remain on CreditWatch with
negative implications.

The rating action followed the company's announcement that it is
continuing to evaluate a range of strategic and financial
alternatives, including the "appropriate level of debt capacity,
with the intent to engage the public note holders and other
stakeholders."


SERACARE LIFE: Hires Yoshida Croyle as 401(k) Plan Auditor
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
gave SeraCare Life Sciences, Inc., permission to employ Yoshida,
Croyle & Sokolski, P.C., as special auditor of the Debtor's 401(k)
Plan.

The Debtor wants Yoshida Croyle's services to audit its 401(k)
Plan for the year ended Dec. 31, 2005, in connection with its
annual reporting obligation under the Employee Retirement Income
Security Act of 1974.

Yoshida Croyle will audit the statements of net assets available
for plan benefits of the Debtor's 401k Plan and the other related
financial statements.

The firm's professionals bill:

           Professional           Position       Hourly Rate
           ------------           --------       -----------
           Marty Croyle           Partner           $230
           David Yoshida          Partner           $230
           Maureen Kynoch         Manager           $160
           Paul Johnston          Manager           $130
           Stephanie Argenbright  Staff              $90

David Yoshida, a partner of Yoshida Croyle, assures the Court that
his firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  The Official Committee of
Unsecured Creditors selected Henry C. Kevane, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, as its counsel.  When the Debtor filed for protection from
its creditors, it listed $119.2 million in assets and
$33.5 million in debts.


SFBC INTERNATIONAL: Resolves Land Lease Litigation with East Bay
----------------------------------------------------------------
SFBC International, Inc., reached an agreement with East Bay
Corporation, to settle all pending litigation regarding a land
lease at SFBC's Miami facility.

The terms of the settlement include the cancellation of the
existing land lease.  Additionally, if East Bay's parcel is sold
or re-leased to a third party anytime within the next four years,
SFBC will receive 6% of East Bay's net proceeds.

This settlement does not impact the adjacent parcel of land SFBC
acquired in the first quarter of 2005.  Including this adjacent
parcel of land, SFBC owns approximately 56% of the land area at
11190 Biscayne Boulevard, where the Company's Miami facility is
located.  East Bay continues to own the remaining 44%.

SFBC expects to sell its land on Biscayne Boulevard because it no
longer serves any business purpose for future SFBC operations.
While SFBC does not anticipate an immediate sale of its property,
SFBC and East Bay have agreed to cooperate with each other and
believe that a combined sale of their respective properties may
maximize their value.  Based upon estimated current market prices
and current zoning, the value of SFBC's land owned at this
location combined with the Company's former CPA building in the
Miami area, which is currently for sale, is estimated to be
approximately $9 million to $12 million.  In the event the Company
is able to obtain more favorable zoning for the Miami land, the
Company believes that the value of the land will increase.  As
required under the existing covenants of the Company's credit
facility, any proceeds received from the sale of these properties
in excess of $500,000 will be used to pay down the amount
outstanding under the Company's credit facility.

All other terms of the settlement will remain confidential.

                 About SFBC International, Inc.

Based in Princeton, New Jersey, SFBC International, Inc. (NASDAQ:
SFCC) -- http://www.sfbci.com/and http://www.pharmanet.com-- is
an international drug development services company offering a
comprehensive range of clinical development, clinical and
bioanalytical laboratory, and consulting services to the branded
pharmaceutical, biotechnology, generic drug and medical device
industries.  SFBC has more than 35 offices, facilities and
laboratories with approximately 2,500 employees strategically
located throughout the world.

                          *     *     *

As reported in the Troubled Company Reporter on May 22, 2006,
Standard & Poor's Ratings Services held its ratings on Princeton,
New Jersey-based contract research services provider SFBC
International Inc., including the 'B+' corporate credit rating,
under CreditWatch with negative implications, where they were
placed on May 11, 2006.


TARGET DRYWALL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Target Drywall, Inc.
        889 76th Street, Suite 13
        Byron Center, Michigan 49315
        Tel: (616) 878-4901
        Fax: (616) 878-4902

Bankruptcy Case No.: 06-03457

Type of Business: The Debtor is a drywall contractor and interior
                  designer.  See http://www.targetdrywall.com/

Chapter 11 Petition Date: July 26, 2006

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Michael M. Malinowski, Esq.
                  Michael M. Malinowski, PLC
                  740 Alger Street, Southwest
                  Grand Rapids, Michigan 49507
                  Tel: (616) 475-4994
                  Fax: (616) 475-5313

Total Assets: $1,130,827

Total Debts:    $787,692

Debtor's 20 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
   Gypsum Supply Co. Inc.                    $250,000
   859 74th Street Southwest
   Byron Center, MI 49509

   Jeff Johnson                              $190,000
   420 East 1100 South
   Kanab, UT 84741

   Randy Gomez                                $48,643
   2340 Banner Drive, Apartment 1
   Wyoming, MI 49509

   Westmont Interior Supply                   $27,198
   600 Southwest Washington
   Peoria, IL 61602

   Salvador Trejo                             $20,000
   1306 Grandville Avenue Southwest
   Grand Rapids, MI 49509-5238

   Roberto Martinez                           $19,351

   Francisco Villa                            $18,312

   Benjamin Ordanes                           $15,935

   Tinajero Drywall                           $14,839

   Carlos Drywall, Inc.                       $13,000

   Rosendo Lucas Laureno                      $10,000

   Westmont Interior Supply                    $9,486

   Tomas Ibarra                                $6,224

   Alfanso Rebollar                            $6,092

   76th Street Group LLC                       $5,025

   Orlando Maldonado                           $4,091

   Home Acres Building Supply                  $2,535

   Kent County DPW                             $2,527

   Van Mannen Oil Co.                          $2,404

   Capital Drywall Supply                      $2,130


THERMADYNE HOLDINGS: Ernst & Young Resigns as Accountant
--------------------------------------------------------
Thermadyne Holdings Corporation was informed by Ernst & Young LLP
of its resignation, as its independent registered public
accounting firm, effective as of the date of the filing of the
Company's Annual Report on Form 10-K for the year ended Dec. 31,
2005.

The audit of the Company's financial statements as of and for the
year ended Dec. 31, 2005, is not complete and Ernst & Young has
not issued a report on the financial statements.  The reports of
Ernst & Young on the Company's financial statements as of and for
the year ended Dec. 31, 2004, and as of and for the seven months
ended Dec. 31, 2003, have been withdrawn.

The Company disclosed that there have been no disagreements with
Ernst & Young on any matter of accounting principles or practices,
financial statement disclosure or auditing scope and procedures in
connection with the audits, still in process, of the Company's
financial statements for the years ended Dec. 31, 2004 and 2005
and the subsequent period through July 13, 2006.

The Company anticipates disclosing in its Annual 10-K Report for
the year ended December 31, 2005 the following material
weaknesses:

     -- Internal controls over the financial statement close
        process were not effective and represented a material
        weakness in internal control over financial reporting at
        December 31, 2005.

     -- The Company's records and personnel knowledge of
        intercompany related balances, were inadequate and
        represented a material weakness.

     -- The Company's insufficient controls related to the
        determination and reporting of the liabilities for
        deferred taxes and state income taxes and the provision
        for income taxes.

     -- A material weakness continued to exist with regard to the
        Company's accounting procedures for certain foreign
        subsidiaries as of December 31, 2005.

     -- A control deficiency resulting from inadequate procedures
        to reconcile the intercompany account balances and analyze
        unmatched items.

The Company's material weaknesses resulted in its failure to
timely file its 2005 financial statements on Form 10-K and
required it to undertake a restatement of its consolidated
financial statements, significantly expanding the audit scope of
Ernst & Young.

The Company disclosed that it is unable to determine when the
material weaknesses will be fully remedied, however it has
performed certain measures to address the material weaknesses.

The Company's Audit Committee has commenced the process of
selecting an independent registered public accounting firm to
replace Ernst & Young.

Based in St. Louis, Missouri, Thermadyne Holdings Corporation
(Pink Sheets: THMD) -- http://www.Thermadyne.com/-- is a global
marketer of cutting and welding products and accessories under a
variety of brand names including Victor(R), Tweco(R), Arcair(R),
Thermal Dynamics(R), Thermal Arc(R), Stoody(R), and Cigweld(R).

                         *     *     *

As reported in the Troubled Company Reporter on March 21, 2006,
Moody's Investors Service placed Thermadyne Holdings Corporation's
Caa1 rating on $175 million 9.25% senior subordinated notes, due
2014, rated; and B2 Corporate Family Rating on review for possible
downgrade.

As reported in the Troubled Company Reporter on April 27, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Thermadyne Holdings Corp. to 'B-' from 'B+', and
subordinated debt rating to 'CCC' from 'B-'.  S&P assigned a
negative outlook at that time.


TRANSMONTAIGNE INC: Launches 9-1/8% Senior Subor. Notes Offering
----------------------------------------------------------------
TransMontaigne Inc. commenced a cash tender offer and consent
solicitation for all of the $200 million aggregate principal
amount of 9-1/8% Senior Subordinated Notes due 2010 of the
Company.  In connection with the offer, TransMontaigne is
soliciting consents to certain proposed amendments to eliminate
substantially all of the restrictive covenants and certain events
of default and other provisions in the indenture governing the
Notes.  The offer will expire at 11:59 p.m. midnight, New York
City time, on August 18, 2006, unless extended or earlier
terminated.

The total consideration to be paid for each $1,000 principal
amount of Notes validly tendered and accepted in the offer,
including the consent payment referred to below, will be based on
a fixed spread of 50 basis points over the yield of the 3-1/2%
U.S. Treasury Notes due May 31, 2007, as calculated by the dealer
manager in accordance with standard market practice as of 2:00
p.m., New York City time, on the price determination date.
Accrued and unpaid interest to, but not including, the settlement
date will be paid on all Notes tendered and accepted. The price
determination date is expected to be on or about August 4, 2006.

In order to receive the total consideration, holders are required
to tender their Notes at or prior to 5:00 p.m., on August 4, 2006,
unless extended.  Holders who tender their notes after
the Consent Date and prior to the expiration of the offer will
receive the total consideration referred to above, less the
consent payment of $30 per $1,000 principal amount of Notes.
Holders may not tender their Notes without delivering consents
or deliver consents without tendering their Notes.  Tendered Notes
may not be withdrawn after the Consent Date, except in limited
circumstances.

The offer is being made in connection with the Company's merger
with a subsidiary of Morgan Stanley Capital Group Inc. and is
subject to the satisfaction of certain conditions, including the
receipt, prior to the Consent Date, of consents of holders
representing a majority in principal amount of the outstanding
Notes and the prior or contemporaneous consummation of the merger.
The terms of the offer are described in the Offer to Purchase and
Consent Solicitation Statement dated July 24, 2006, copies of
which may be obtained from Global Bondholder Services, the
information agent for the offer, at
866-795-2200.

TransMontaigne engaged Morgan Stanley & Co. Incorporated to
act as the exclusive dealer manager and solicitation agent in
connection with the offer.  Questions regarding the offer may be
directed to Morgan Stanley & Co. Incorporated, at 800-624-1808 and
212-761-5746, attention Jeremy Warren.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consent with respect to
any securities. The offer is being made solely by the Offer to
Purchase and Consent Solicitation Statement dated July 24, 2006.

This announcement is neither a solicitation of proxy, an offer
to purchase, nor a solicitation of an offer to sell shares of
TransMontaigne.  TransMontaigne and its executive officers and
directors may be deemed to be participants in the solicitation of
proxies from TransMontaigne's stockholders with respect to the
proposed merger. Information regarding any interests that
TransMontaigne's executive officers and directors may have in
the transaction will be set forth in the proxy statement.

                     About TransMontaigne

TransMontaigne Inc. (NYSE:TMG) is a refined petroleum products
marketing and distribution company, based in Denver, Colorado with
operations in the United States, primarily in the Gulf Coast,
Florida, East Coast and Midwest regions.  The Company's principal
activities consist of (i) terminal, pipeline, tug and barge
operations, (ii) marketing and distribution, (iii) supply chain
management services and (iv) managing the activities of
TransMontaigne Partners L.P.  The Company's customers include
refiners, wholesalers, distributors, marketers, and industrial
andcommercial end-users of refined petroleum products.

                         *     *     *

As reported in the Troubled Company Reporter on May 1, 2006,
Standard & Poor's Ratings Services held its 'B+' corporate
credit rating on petroleum storage and distribution company
TransMontaigne Inc. on CreditWatch with developing implications,
following the announcement that Morgan Stanley Capital Group
Inc. has made a competing offer to acquire TransMontaigne for
$10.50 per share.

As reported in the Troubled Company Reporter on March 30, 2006,
Standard & Poor's Ratings Services revised the CreditWatch
implications for its 'B+' corporate credit rating on petroleum
storage and distribution company TransMontaigne Inc. to developing
from positive.


TRI-CONTINENTAL EXCHANGE: Joint Liquidators File Ch. 15 Petition
----------------------------------------------------------------
The Joint Liquidators of Tri-Continental Exchange Ltd., Combined
Services Ltd., and Alternative Market Exchange Ltd. filed
petitions under chapter 15 of the Bankruptcy Code on July 20,
2006, seeking Bankruptcy Court recognition of these companies'
winding-up proceedings pending in Saint Vincent and the
Grenadines.

The Troubled Company Reporter published a summary of the Joint
Liquidators' Chapter 15 petitions on July 21, 2006.

Tri-Continental Exchange and its affiliates have been subject to
wind-up proceedings in Saint Vincent and the Grenadines since
Dec. 14, 2004, when the Eastern Caribbean Supreme Court ordered
that the companies be placed into provisional liquidation and
appointed Malcolm Butterfield, of KPMG Financial Advisory Services
Ltd. in Bermuda, Simon Whicker of KPMG Cayman Islands, and Brian
Glasgow of KPMG St. Vincent and the Grenadines as joint
provisional liquidators of these companies.

Lord, Bissell & Brook LLP attorneys, Forrest Lammiman, Esq.,
Jonathan Bank, Esq.,  and Aaron Smith, Esq., represent the Joint
Liquidators of Tri-Continental Exchange and its affiliates in
their chapter 15 proceeding before the U.S. Bankruptcy Court for
the Eastern District of California.

According to court filings, Tri-Continental Exchange and related
companies conducted a widespread scheme to defraud thousands of
insurance policyholders by issuing fraudulent insurance policies
to policyholders in the United States and abroad, wrongfully
collecting approximately $45 million from customers who bought
these fraudulent policies.

As a result, the International Financial Services Authority of
Saint Vincent and the Grenadines petitioned the Eastern Caribbean
Supreme Court to wind-up Tri-Continental Exchange and its related
companies . The United States Attorney filed a criminal complaint
against Matthew Schachter who, while using the alias "Robert L.
Brown," orchestrated the fraudulent insurance scheme involving
Tri-Continental Exchange.  Mr. Schachter subsequently died in
prison before his trial.

The Bankruptcy Court is expected to rule on the Chapter 15
petitions at a hearing scheduled for 2:30 p.m. on Aug. 29, 2006.

The Counsel for the Joint Liquidators can be reached at:

            Lord, Bissell & Brook LLP
            Attn: Renee Diver
                  Marketing & Public Relations Director

                  Maureen Denney
                  Marketing Coordinator

            111 South Wacker Drive
            Chicago, Illinois 60606
            Phone: 312.443.0700

Tri-Continental Exchange Ltd. and its affiliates, Combined
Services Ltd. and Alternative Market Exchange Ltd., sold auto
insurance policies and underwrote related insurance products.
Malcolm Butterfield at KPMG Financial Advisory Services Ltd. in
Bermuda, Simon Whicker at KPMG Cayman Islands, and Brian Glasgow
of KPMG St. Vincent and the Grenadines serve as joint provisional
liquidators of these companies.  The joint liquidators filed a
Chapter 15 petition on July 20, 2006 (Bankr. E.D. Calif. Case Nos.
06-22652 (Tri-Continental), 06-22655 (Combined Services) and
06-22657 (Alternative Market)).  Forrest B. Lammiman, Esq., at
Lord Bissell & Brook LLP, represents the joint liquidators in the
United States.


TRIPLE A POULTRY: Hires Porter & Hedges as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
gave Triple A Poultry Inc. permission to employ Porter &
Hedges, LLP, as its bankruptcy counsel.

Porter & Hedges is expected to:

    (a) provide legal advice with respect to the Debtor's rights
        and duties as debtor-in-possession and continued business
        operations;

    (b) assist, advise and represent the Debtor in analyzing its
        capital structure, the extent and validity of liens, cash
        collateral stipulations and contested matters;

    (c) assist, advise and represent the Debtor in potential
        postpetition financing transactions and cash collateral
        issues;

    (d) assist, advise and represent the Debtor in connection
        with its disputes with the Internal Revenue Service;

    (e) assist, advise and represent the Debtor in the
        formulation of a disclosure statement and plan of
        reorganization and to assist the Debtor in obtaining
        confirmation and consummation of a plan of
        reorganization;

    (f) assist, advise and represent the Debtor in any manner
        relevant to preserving and protecting the Debtor's
        estate;

    (g) investigate and prosecute preferences, fraudulent
        transfers and other actions arising under the Debtor's
        bankruptcy avoiding powers;

    (h) prepare on behalf of the Debtor all necessary
        applications, motions, answers, orders, reports, and
        other legal papers;

    (i) appear in Court and to protect the interests of the
        Debtor before the Court;

    (j) assist the Debtor in administrative matters;

    (k) perform all other legal services for the Debtor which may
        be necessary and proper in these proceedings;

    (l) assist, advise and represent the Debtor in any litigation
        matter;

    (m) assist and advise the Debtor in general corporate and
        other matters; and

    (n) provide other legal advice and services, as requested by
        the Debtor, from time to time.

John F. Higgins, Esq., a partner at Porter & Hodges, tells the
Court that the Firm's professionals bill:

         Professional                           Hourly Rate
         ------------                           -----------
         Partners                               $275 - $600
         Of Counsel                             $275 - $375
         Associates/Staff Attorneys             $180 - $325
         Legal Assistants/Law Clerks            $140 - $150

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

Mr. Higgins can be reached at:

         John F. Higgins, Esq.
         Porter & Hedges, LLP
         1000 Main Street, 36th Floor
         Houston, Texas 77002
         Tel:  (713) 226-6000
         Fax:  (713) 228-1331
         http://www.porterhedges.com/

Headquartered in Houston, Texas, Triple A Poultry, Inc., sells
meat and poultry products.  The company filed for chapter 11
protection on May 19, 2006 (Bankr. S.D. Tex. Case No. 06-32119).
John Matthew Vaughn, Esq., at Porter & Hedges, LLP, represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it estimated
assets between $1 million and $10 million and debts between $10
million and $50 million.


UNITED AIR: S&P Junks Ratings on Three Class Certificates
---------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to various
classes of the 2000-1, 2000-2, and 2001-1 pass-through
certificates of UAL Corp. unit United Air Lines Inc. (both rated
B/Stable/--).  S&P assigned a:

    * 'BBB' rating to the 2001-1 Class A certificates,

    * 'BB+' to 2000-1 and 2000-2 Class A certificates,

    * 'B+' to the 2001-1 Class B certificates,

    * 'B' to the 2000-1 and 2000-2 Class B certificates,

    * 'CCC-' to the 2001-1 Class C certificates, and

    * 'CC' to the 2000-2 Class C certificates and 2001-1 Class D
      certificates.

"The ratings on United's pass-through certificates are based on
the airline's credit quality, the effect of negotiated
restructuring in bankruptcy of aircraft notes backing the
certificates, risks relating to certain planes no longer operated
by United, and the levels of collateralization by aircraft
applicable to each class of certificates," said Standard & Poor's
credit analyst Philip Baggaley.  The certificates were originally
issued in 2000 and 2001.

Although the pass-through certificates were not changed during
United's subsequent bankruptcy, except for limited amendments,
United and the certificate-holders renegotiated terms of the
aircraft notes that secure the certificates, and certain planes
were repossessed and either sold or re-leased to other airlines.

In comparison with a typical enhanced equipment trust certificate
(EETC, of which these pass-through certificates are an example),
the Class A (senior) certificates of the three United transactions
(2000-1, 2000-2, and 2001-1) benefit from cross-collateralization
of the United aircraft notes, but have increased default risk due
to the absence of dedicated liquidity facilities.  The Class B, C,
and D (junior) certificates likewise benefit from the cross-
collateralization, but lack liquidity facilities and are
disadvantaged by application of all cash flows to first repaying
Class A certificates.

Standard & Poor's evaluated the senior certificates using both its
EETC criteria and its recovery analytics, considering that they
could be considered "semi-enhanced" equipment trust certificates.
Ratings reflect the likelihood of timely payment of interest and
ultimate payment of principal by the legal final maturity date.
The ratings on the junior certificates reflect timely payment of
interest, once more senior certificates are repaid (no cash
payments are received prior to that), and ultimate payment of
principal by the legal final maturity dates.


UNITED WOOD: Wants to Settle $1-Million Tri-State Suit for $50,000
------------------------------------------------------------------
United Wood Products Company asks the U.S. Bankruptcy Court for
the District of Oregon to approve its settlement agreement with
Tri-State Construction, Inc.

John G. Crawford, Jr., Esq., tells the Court that in September
2004, the Debtor sued Tri-State and the City of Everett,
Washington at the U.S. District Court for the Western District of
Washington at Seattle.  The Debtor's claims were based on
negligence, trespass, nuisance, and breach of contract.  The
Debtor sought for $1 million in damages.  The City Everett has
been dismissed from the proceeding.  Tri-State sought for summary
judgments on two occasions.  The case was mediated on May 5, 2006,
and a result, the parties agreed to settle the case for $50,000 to
be paid by Tri-State to the Debtor.

Mr. Crawford asserts that in mediation, under the Debtor's
theories of damage, purely economic damages are not recoverable
under Washington Tort Law.  Therefore, the Debtor's claims were
reduced to actually physical damages only.  A mediated result
is more cost effective to the estate than proceeding to trial,
Mr. Crawford explains.

Headquartered in Portland, Oregon, United Wood Products Company,
aka United Oil Company, was a waste wood procession facility that
sold waste wood to Kimberly-Clark Worldwide, Inc. for burning in
Kimberly-Clark's electricity generating boiler.  The Debtor filed
for chapter 11 protection on Sept. 19, 2005 (Bankr. D. Ore. Case
No. 05-41285).  John G. Crawford, Jr., Esq., at Schwabe,
Williamson & Wyatt represents the Debtor in its restructuring
efforts.  As of Sept. 30, 2005, the Debtor listed total assets of
$58,622,000 and total debts of $3,181,125.


US SHIPPING: Moody's Junks Rating on $200 Million Senior Notes
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of U.S. Shipping
Partners L.P. -- Senior Secured to B1; Corporate Family Rating to
B2.  In a related action, Moody's assigned a Caa1 rating to USS'
planned issuance of $200 million of senior unsecured notes.  These
actions conclude the review for downgrade initiated on
July 20, 2006.  The outlook is stable.

The ratings reflect the materially higher financial leverage and
lower interest coverage as a result of debt issued to fund the
very significant fleet expansion program.  Upon closing of the new
$310 million credit facility and the issuance of the unsecured
notes, outstanding debt will increase to $410 million from
$150 million, bringing pro forma Debt to 7.5 times and EBIT to 1
times.

In Moody's view, the expansion plan also involves a significant
degree of execution risk which is also factored in the ratings.
USS will need to oversee the construction of vessels by three
different manufacturers in three different U.S. yards.  USS
experienced significant delays and cost overruns on its first
articulated tug barge unit which was being built by another yard;
USS recently took over construction of this vessel.

The ratings also reflect USS's relatively modest size and the
expectation of significantly negative free cash flow that will run
at least through 2009.  Free cash flow is expected to become
progressively more negative over the next few years, and could be
negative by as much as 25% at the height of the ATB new building
program.  Moody's notes that progress payments to the shipyards
are expected to be funded from the escrowed cash.

USS, as a master limited partnership, is required to distribute to
unit holders, the entirety of its excess cash flow after reserves
for maintenance, fleet expansion and a small cash cushion,
resulting in slightly negative retained cash flow over the near
term.  In Moody's view, these factors leave USS with little
flexibility to absorb the effects of potential unexpected
operating challenges, such as if existing charters are not renewed
at supportive rates upon expirations or if operating costs on the
existing aging fleet are higher than anticipated.

According to Moody's published rating methodology for the Global
Shipping Industry, USS' credit and operating profile, pro forma
for the fleet expansion plan and refinancing, map to a B3
Corporate Family rating.  However, the resultant Corporate Family
rating in this action is B2 due to the favorable effects of high
entry barriers provided by the U.S. Jones Act, expected high
utilization rates for the existing integrated tug barge fleet over
the ATB construction period and to expectations that the ATB's
will be chartered out on or before their delivery dates.

The expectation of decreasing supply of U.S. Jones Act marine
petroleum vessels in upcoming years supports a favorable framework
for charter rates going forward, which is considered in the
ratings.  A significant majority of the U.S. Jones Act fleet will
be reaching their phase out dates mandated by the Oil Pollution
Act of 1990 starting in the next few years.  USS' existing fleet
of petroleum or petroleum products carriers begins phase-outs in
2012; and according to the company, the vessels subject to phase-
outs for petroleum trades could be converted to non-petroleum
trades.

This expected decline in supply, coupled with customers' purported
preferences for younger, double-hulled vessels, and limited
shipbuilding capacity in the U.S., should support modest single-
digit increases in future charter and spot rates over the
intermediate term.  In addition, the ratings are supported by the
stability of cash flows gained from USS's chartering strategy,
whereby seven of the company's ten vessels operate under long-term
charters.  Steady increases in charter rates should allow the
company to generate a level of cash flows adequate to service its
debt obligations, although coverage is expected to be tight and
there is little cushion for a weak charter rate environment.

The ratings also consider the effect of the new joint venture
being arranged by USS to finance the separate product tanker new
building program that will add an additional nine vessels to USS'
fleet.  While the joint venture addresses the long term financing
of the product tankers, Moody's views the economics of the joint
venture as a funding vehicle of USS because USS will likely
purchase or charter-in the vessels upon deliveries to the joint
venture.  USS will initially commit $70 million of equity to the
joint venture and hold a 40% interest.

Moody's believes that the expected $500 million of committed
capital should be sufficient to fund the purchase of the first
four of the nine vessels ordered.  Going forward, the joint
venture contemplates funding the remaining vessels through a
combination of the original capital commitments and profits on the
sales of vessels delivered previously.  In Moody's view, if the
sales of the first four vessels do not generate profits sufficient
to allow the joint venture to fund the remaining vessel
deliveries, then USS Product Carriers, LLC, a new wholly-
subsidiary of USS and the planned holder of USS' equity investment
in the joint venture, would become the direct obligor under the
contract and would become subject to the contract's terms.

The B1 senior secured rating, one notch up from the corporate
family rating, reflects Moody's belief that the liquidation value
of the fleet would likely provide a full recovery for secured debt
holders.  The senior unsecured rating of Caa1 reflects the
position of these notes as the most junior instrument in the debt
capital structure.  As well, Moody's expects that, in the event of
a liquidation, holders of senior unsecured claims could receive
less than a full recovery.

Moody's believes that little of the escrowed cash would be
available to debt holders because this cash may only be used for
progress payments to the shipyards building the ATB's.
Additionally, $65 million of the expected balance of escrowed cash
at closing of the new debt facility and unsecured notes will serve
as cash collateral for a new letter of credit to back USS' equity
commitment to the new joint venture.  The unsecured notes would be
effectively subordinated to the security interest of the senior
secured note holders and this contributes to the three notch
rating difference.

However, Moody's believes that the probability of a default over
the next 12 months is low.  As well, Moody's believes that the
value of the collateral should increase over time as vessel
deliveries occur.  All operating subsidiaries are borrowers under
the senior secured facilities, and all operating subsidiaries will
guaranty the senior secured and the unsecured notes as well.

The stable outlook reflects Moody's belief that Debt will remain
within 6.5 times to 7.5 times and EBIT will remain around 1 times
over the ATB construction period through 2009.  These levels could
indicate a lower Corporate Family rating at this time.  However,
Moody's believes that leverage and coverage measures should revert
to the median values of the B2 or B1 Corporate Family rating
categories upon completion of the ATB newbuildings and as the
product tankers begin to deliver in 2009, absent significant
delays in the completion of the new building programs.

The ratings could be downgraded if Debt to EBITDA was sustained
above 7.5 times, or if EBIT to Interest was sustained below 1
times.  Downward rating pressure could also result if USS is not
able to renew charters at favorable rates, if significant cost
overruns occur in either of the fleet expansion programs and such
excess is funded with additional debt or, if USS is required to
provide support to the joint venture.  There is little upward
pressure on the ratings over the near to intermediate term,
although ratings or the outlook could be raised if the new
buildings begin operations at or close to their targeted delivery
dates at supportive rates under long-term charters.

Additional upwards pressure on the ratings could result if the
market values of new Jones Act product tankers attain levels which
allow the joint venture to complete its obligations under the
contract for all nine vessels, without additional debt or other
support from USS.  Moody's notes that the higher the market value
of the product tankers upon delivery, the higher the lease rates
USS' could incur, resulting in higher adjusted debt and
potentially higher leverage.

Ratings downgraded:


   * U.S. Shipping Partners LP: Corporate Family to B2 from Ba3;
     senior secured to B1 from Ba3

Ratings assigned:

   * U.S. Shipping Partners LP: senior unsecured, Caa1
   * U.S. Shipping Finance Corp.: senior unsecured, Caa1

U.S. Shipping Partners L.P., based in Edison, New Jersey, is a
leading, U.S. Jones Act qualified, provider of marine
transportation of petroleum and petroleum based products.


VINCENT MORRISSEY: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Vincent James Morrissey
        1530 West 10th Place
        Tempe, Arizona 85281

Bankruptcy Case No.: 06-02282

Chapter 11 Petition Date: July 26, 2006

Court: District of Arizona (Phoenix)

Debtor's Counsel: Jeffrey A. McKee, Esq.
                  Davis McKee & Forshey, P.C.
                  1650 North First Avenue
                  Phoenix, Arizona 85003-1124
                  Tel: (602) 266-7667
                  Fax: (602) 277-9839

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $10 Million to $50 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
M&I Bank                         Personal Guaranty     $1,088,371
One East Camelback Road          on Note
Phoenix, AZ 85012

                                 Personal Guaranty     $7,920,068
                                 on Line of Credit

DeLea Rene                       Civil Lawsuit         $7,500,000
c/o Robert Schwartz, Esq.
2901 North Central Avenue
Suite 200
Phoenix, AZ 85012

GE Capital                       Personal Guaranty     $5,413,834
17207 North Perimeter Drive      on Note
Scottsdale, AZ 85255

Mid City Bank                    Personal Guaranty     $1,996,318
304 South 42nd Street            on Line of Credit
Omaha, NE 68131

                                 Personal Guaranty     $1,501,500
                                 on Note

Patricia Morrissey               Property Settlement   $2,100,000
6516 Davenport Plaza
Omaha, NE 68132

Darren Taylor                    Personal Loan           $450,000
8420 West Dodge Road, Suite 10
Omaha, NE 68114


VIRGIN MOBILE: Debt Restructuring Prompts S&P to Withdraw Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on prepaid
wireless carrier Virgin Mobile USA LLC, including its 'B-'
corporate credit rating, 'B-' bank loan rating, and '5' recovery
rating.  The ratings had been placed on CreditWatch with negative
implications on April 11, 2006, because Virgin Mobile was not in
compliance with minimum revenue covenants under its credit
agreement.

The company and its lenders have successfully restructured the
bank facility on terms acceptable to all parties.  The facility
will not be syndicated at this time, and for that reason, and at
the request of the company, the ratings are being withdrawn.


W&T OFFSHORE: Prices Common Stock for Public Offering at $32.50
---------------------------------------------------------------
W&T Offshore, Inc. priced its previously announced public offering
of its common stock at $32.50 a share.  A total of 8.5 million
shares are being sold by the Company.

The Company granted the underwriters a 30-day option to purchase
up to an additional 1.275 million shares of common stock and it
intends to use all of the net proceeds from the offering, together
with cash on hand and borrowings under its new bank credit
facility, to fund the cash consideration relative to its Kerr-
McGee Transaction.

The shares are being offered pursuant to an effective shelf
registration statement that the Company previously filed with the
U.S. Securities and Exchange Commission.

The Company disclosed that Lehman Brothers, Jefferies & Company
and Morgan Stanley are serving as joint book-running managers for
the offering.

The Company further disclosed that a written prospectus and
records relating to the offering may be obtained from:

            Lehman Brothers Inc.
            c/o ADP Financial Services,
            Integrated Distribution Services
            1155 Long Island Avenue
            Edgewood, NY 11717
            Fax: (631) 254-7268
            by e-mail: monica_castillo@adp.com

            Jefferies & Company, Inc.
            520 Madison Ave.,
            12th Floor, New York
            New York 10012,
            Telephone No.: (212) 284-2011
            by e-mail: csmall@jefferies.com

            Morgan Stanley & Co. Incorporated
            Prospectus Department
            180 Varick Street
            2nd Floor, New York, NY 10014,
            Telephone No.: (866) 718-1649
            by e-mail: prospectus@morganstanley.com.

Headquartered in Houston, Texas, W&T Offshore, Inc. (NYSE:
WTI) -- http://www.wtoffshore.com/-- is an independent oil and
natural gas company focused primarily in the Gulf of Mexico,
including exploration in the deepwater.  Founded in 1983, W&T now
holds working interests in over 100 fields in federal and state
waters and a majority of its daily production is derived from
wells it operates.

                        *     *     *

As reported in the Troubled Company Reporter on April 28, 2006
Moody's assigned a B2 corporate family rating to W&T Offshore,
Inc., and a B2 rating to its $1.3 billion senior secured credit
facility, including a $500 million bank revolver, $500 million
Term Loan A, and $300 million Term Loan B.  The outlook is stable.

As reported in the Troubled Company Reporter on April 25, 2006
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to W&T Offshore Inc.  and a 'B+' rating and '1'
recovery rating to W&T's proposed $1.3 billion senior secured
credit facilities.  The outlook is stable.


WERNER LADDER: Wants to Reject Property Lease in Pennsylvania
-------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates ask authority from the U.S. Bankruptcy Court for
the District of Delaware to reject a non-residential real property
lease in Greenville, Pennsylvania.

On Aug. 7, 1992, Olympus Properties, Inc., and BLS Limited
Partnership entered into a non-residential real property lease
for the premises located at 109 Woodfield Drive, Greenville,
Pennsylvania, for a term of 15 years.

The Lease commenced on Dec. 1, 1992 and expires on Nov. 30, 2007.
The minimum annual rent through the lease term is $86,900, payable
in monthly installments of $7,242.

Olympus merged with Werner Co., one of the Debtors, on Dec. 31,
1998.  The Debtors vacated the leased premises on June 30, 2006
and determined that they have no more need for the space, relates
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP
in Wilmington, Delaware.

Section 365(a) of the Bankruptcy Code provides that a debtor-in-
possession, subject to the court's approval, may assume or reject
an executory contract or unexpired lease of the debtor.  Section
554(a) provides that after notice and a hearing, the trustee may
abandon any property.

The Lease, according to Mr. Brady, holds no material economic
value to the Debtors or their estates because assignment of the
lease is unlikely and delaying the rejection of the Lease will
cause them to continue to accrue additional and potentially
administrative obligations under the lease.

To the extent that the Debtors leave any property that they own
or lease at the leased premises on or after June 30, the Debtors
request that the property be deemed abandoned.

Mr. Brady asserts that any personal property remaining at the
leased premises will be of inconsequential value, burdensome for
the Debtors to remove and provides no benefit to their estates.

                      About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  Kara Hammond
Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S. Brady, Esq.,
Young, Conaway, Stargatt & Taylor, LLP, serves as the Debtors'
counsel.  The firm of Willkie Farr & Gallagher LLP represents the
Debtors as its co-counsel.  The Debtors have retained Rothschild
Inc. as their financial advisor and investment banker.  At March
31, 2006, the Debtors reported total assets of $201,042,000 and
total debts of $473,447,000.  (Werner Ladder Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WERNER LADDER: Creditors Panel Objects to Financial Advisors' Fees
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Werner Holding Co. (DE), Inc., aka Werner
Ladder Company, and its debtor-affiliates, wants the Debtors'
application to hire Rothschild, Inc., as financial advisors
modified to permit review of the reasonableness of the
compensation terms and the amounts to be awarded upon submission
of the firm's final fee application.

                  Creditors Committee Objects

The Official Committee of Unsecured Creditors is concerned with
the multiple performance fees requested by Rothschild, Inc.  The
performance fees comprises a new indebtedness fee, a lien fee, a
notes exchange fee, a restructuring fee and an M&A fee.

If approved, Rothschild could earn multiple performance fees for
the same work and the same transaction and each time the Debtors'
debt was refinanced, Monica L. Loftin, Esq., at Greenberg
Traurig, LLP, in Wilmington, Delaware, notes.  She adds that the
Rothschild proposed compensation structure makes it unnecessarily
difficult to discern the maximum amount of performance fees the
firm could earn.

The Creditors Committee points out that Rothschild's performance
fees are independent of any performance.  Rothschild may be paid
for transactions consummated up to one year after its employment
termination, regardless of how its employment is terminated.

If Rothschild were terminated and a replacement financial advisor
performed, every service related to a certain transaction giving
rise to a performance fee could make the Debtors liable to both
Rothschild and the replacement even where the firm provided no
value, Ms. Loftin notes.

The Committee also requests clarifications from the Debtors about
the total performance fees and the indemnification provisions of
the letter agreement dated January 23, 2006, between the Debtors
and Rothschild.

The Committee is wary that, under the Rothschild compensation
structure, its performance fees could be earned multiple times
and do not have clear limits for the total amount of compensation
Rothschild could earn.

The Letter Agreement contains a $3,000,000 cap on the lien fee,
notes exchange fee and restructuring fee but the Agreement states
that Rothschild can only earn the greater of but not both of the
lien fee and notes exchange fee, and the M&A fee, Ms. Loftin
notes.  Rothschild may earn a $2,000,000 new indebtedness fee and
both a $3,000,000 restructuring fee and a $3,000,000 M&A fee
under the Agreement.

Moreover, Rothschild, according to Ms. Loftin, will also be paid
a $750,000 new indebtedness fee based on the $75,000,000 interim
DIP financing to be provided by Black Diamond Commercial Finance
LLC, one of the Debtors' prepetition lenders.

The Committee questions whether Rothschild should earn any fee
based on financing provided by an existing lender.  Additionally,
if another lender replaces Black Diamond as the DIP lender,
Rothschild could also earn a second performance fee, even though
it is not performing any services to seek an alternative
replacement DIP lender.

Moreover, under the Letter Agreement, the Debtors would indemnify
Rothschild except as to the claims or expenses judicially
determined to have resulted primarily because of gross
negligence, willful misconduct or fraud of the firm.

Indemnification provisions are permissible to the extent not
inconsistent with the duties of the retained professional, but
may not reach claims or expenses arising from the professional's
gross negligence or willful misconduct, Ms. Loftin asserts,
citing Walton v. Houlihan, Lokey, Howard & Zukin (In re UA
Theater Co.), 315 F.3d 217, 234 (3d Cir. 2003).

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  Kara Hammond
Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S. Brady, Esq.,
Young, Conaway, Stargatt & Taylor, LLP, serves as the Debtors'
counsel.  The firm of Willkie Farr & Gallagher LLP represents the
Debtors as its co-counsel.  The Debtors have retained Rothschild
Inc. as their financial advisor and investment banker.  At March
31, 2006, the Debtors reported total assets of $201,042,000 and
total debts of $473,447,000.  (Werner Ladder Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


XPEDIOR INC: Liquidation Trustee Wants Chapter 11 Cases Closed
--------------------------------------------------------------
Sandra A. Reese, the liquidation trustee in the bankruptcy cases
of Xpedior Incorporated and its debtor-affiliates asks the United
States Bankruptcy Court for the Northern District of Illinois to
enter a final decree closing the bankruptcy cases.

On March 28, 2002, the Court confirmed the Debtors' Amended
Consensual Joint Plan of Liquidation, which resulted in, among
other things:

   a. the Debtors' estates being substantively consolidated;

   b. the creation of a liquidation trust, to which all the
      Debtors' assets were transferred;

   c. approval of a Trust Agreement, pursuant to which Sandra A.
      Reese was named Trustee of the Trust and granted authority
      to, among other things:

      -- hire professionals to assist with her duties under the
         Trust Agreement and the Plan;

      -- pursue all causes of action on behalf of the Debtors;

      -- compromise any and all claims asserted against the
         Debtors' assets;

      -- liquidate the Debtors' remaining assets; and

      -- make distributions to the Debtors' creditors in
         accordance with the Plan;

   d. the continuation of the Committee as the "Post-
      Confirmation Committee," which had the right to consult with
      the Trustee in accordance with the Trust Agreement and the
      Plan; and

   e. the appointment of Daniel F. Dooley as Special Litigation
      Trustee to investigate, prosecute and resolve, among other
      things, certain causes of action against Committee members
      and the Debtors' former officers and directors.3

The Trustee has liquidated all the Debtors' assets and the Trustee
and the Special Litigation Trustee have resolved all motions,
contested matters and adversary proceedings, including, without
limitation, all claim objections, preference actions and causes of
action against the Debtors' former officers and directors.  In
connection therewith, the Trustee and the Special Litigation
Trustee accomplished these results:

   1) secured claims were reduced from $2,455,489 to $9,677;

   2) priority claims were reduced from $6,523,153 to $1,064,625;

   3) general unsecured claims were reduced from $43,498,801 to
      $9,462,775;

   4) several thousand possible avoidance actions were
      investigated and approximately 98 adversary proceedings
      under Sections 547 and 548 of the Bankruptcy Code were
      commenced, resulting in collections totaling $1,542,199; and

   5) accounts receivable collections totaled $1,181,810.

Also, the Liquidation Trustee and the Bankruptcy Professionals
investigated and pursued various other matters which resulted in
miscellaneous receipts and collections totaling $1,039,167 as of
June 22, 2006 from several sources including, without limitation,
distributions from the Debtors' many international subdivisions
(almost all of which were undergoing various forms of liquidation
proceedings), domestic and international tax refunds,
distributions from other companies in bankruptcy and investment
income.

In addition, the Trustee and the Special Litigation Trustee
settled these two substantial matters:

   (a) the Special Litigation Trustee settled a lawsuit against
       certain of the Debtors' former officers and directors which
       resulted in a collection of $575,000 in March and May of
       2005; and

   (b) the Liquidation Trustee settled a class action suit, in
       which the Trust was the lead plaintiff, which resulted in a
       collection of $473,520 (net of attorneys' fees and
       expenses) in December of 2005.

As a result, all secured and priority claims were paid in full and
the Debtors' unsecured creditors received a 100% distribution on
account of their claims.  General unsecured creditors also
recovered $2,513,244 in interest in accordance with Section 5.4 of
the Plan.  Thus, not only have all claims and all litigation been
resolved, but the Trustee has also completed all distributions to
creditors contemplated by the Plan.  Accordingly, the Debtors'
estates have been fully administered.

As of June 22, 2006, the Trustee is still holding around
$1,002,875 in the estate.  However, the Plan does not provide to
whom the Remaining Funds should be distributed and all equity
interests in the Debtors have been terminated and waived.  The
Plan provided for the cancellation and extinguishment of all the
common stock of the Debtors; thus, no common shareholder of any of
the Debtors is entitled to receive any distribution from the
Debtors' estates or further notices in these cases.  In addition,
although the Debtors' preferred shares were not outright cancelled
under the Plan, distributions could only be made to a preferred
shareholder after:

   (1) payment in full of all Allowed Secured Claims, all Allowed
       Administrative Claims, all Allowed Priority Claims, and all
       Allowed Unsecured Claims; and

   (2) the expiration of 120 days after the mailing of the final
       and last distribution to any Creditor.

Xpedior's only preferred shareholder, PSINet Consulting Solutions
Holdings, Inc., also expressly waived any and all claims against
and interests in the Debtors.

Nevertheless, the Trustee and her attorneys propose, after having
consulted with the U.S. Trustee, that the Remaining Funds be
donated to charity.

Headquartered in Chicago, Illinois, Xpedior Incorporated (formerly
known as Metamor Consulting Solutions Inc.) designs, develops and
provides innovative and comprehensive eBusiness solutions to
Global 2000 companies and emerging internet businesses.  The
Company and its debtor-affiliates filed for bankruptcy on
April 20, 2001 (Bankr. N.D. Ill. Case No. 01-14424).  Colleen E.
McManus, Esq. at DLA Piper Rudnick Gray Cary US LLP, Matthew
Gensburg, Esq., at Greenberg Taurig LLP, and Steven H Newman,
Esq., at Esanu Katsky Kornis & Siger LLP represent the Debtors.


YUKOS OIL: Creditors Nix Rescue Plan & Vote for Liquidation
-----------------------------------------------------------
Creditors of OAO Yukos Co. voted to liquidate what was once
Russia's biggest oil firm after rejecting a management rescue
plan, which values the company's assets at about $30 billion.
This would have permitted Yukos to continue its operations and
attempt to pay off $18 billion in debts through asset sales.

The vote came hours after bankruptcy manager Eduard Rebgun said
Yukos cannot pay its debts in the time allotted by law, the
Associated Press reports.

Mr. Rebgun values the company's assets at RUB477 billion ($17.71
billion) and lists claims against Yukos at about RUB500 billion
($18.76 billion).  The company's management has disputed Mr.
Rebgun's conclusion that the company is insolvent.  The AP says
Zak Clement, a lawyer for Yukos, claimed the company was worth
$37 billion.

Yukos's creditors, led by the Federal Tax Service and state-owned
OAO Rosneft Oil Company, will oversee the liquidation and
distribution of the company's assets, WSJ relates.

Yukos CEO Steven Theede will leave his post on Aug. 1 saying there
was "nothing left" he could do to prevent the company's
liquidation.

The Moscow Arbitration Court will decide on Aug. 1 whether to
declare the company bankrupt.

Yukos creditors listed in the claims register include:

   Company                              Amount
   -------                              ------
  Russian Federal Tax Service          RUB353.8 billion
  Yuganskneftegaz                      More than RUB108.8 billion
  Tomskneft-BNK                        RUB12.3 billion
  Samaraneftegaz                       RUB1.85 billion
  Yukos-Moscow                         RUB933 million
  Siberia Service Company              RUB228.4 million
  Yukos-RM                             RUB131.3 million
  Yukos-EP                             RUB110 million
  Prikaspiiburneft                     RUB54.9 million
  Sibinteklizing                       RUB52 million
  Orelnefteprodukt                     RUB25.7 million
  Tyumenskaya Kompleksnaya             RUB24.1 million
  Geologorazvedochnaya Ekspeditsiya
    Cargill Yug                        RUB18.8 million
  BDO Unicon Consulting                Around RUB12 million
  Yukos-Vostok Trade                   RUB4 million
  M-Reestr                             RUB3.5 million
  Progress insurance company           RUB2.3 million
  MGTS                                 RUB586,000
  Center of Rescue and Environmental   Around RUB$90,000

                        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.


* SEC Adopts Changes to Disclosure Requirements
-----------------------------------------------
The Securities and Exchange Commission voted to adopt changes to
the rules requiring disclosure of executive and director
compensation, related person transactions, director independence
and other corporate governance matters, and security ownership of
officers and directors.  These changes would affect disclosure in
proxy statements, annual reports and registration statements, as
well as the current reporting of compensation arrangements.  The
rules would require that most of this disclosure be provided in
plain English.

"With more than 20,000 comments, and counting, it is now official
that no issue in the 72 years of the Commission's history has
generated such interest," said SEC Chairman Christopher Cox.  "The
better information that both shareholders and boards of directors
will get as a result of these new rules will help them make better
decisions about the appropriate amount to pay the men and women
entrusted with running their companies.  Shareholders need
intelligible disclosure that can be understood by a lay reader
without benefit of specialized expertise or the need for an
advanced degree.  It's our job to see that they get it."

"Investors have made it clear that disclosure about executive
compensation and related matters is very important to them.  The
rule changes and guidance the Commission voted [Wednes]day to
approve will significantly improve the quality and usefulness of
the information that investors receive about executive
compensation," said John W. White, Director of the SEC's Division
of Corporation Finance.  "Investors will now be provided with one
number for total annual compensation for each named executive
officer.  The clarity and comparability of this one number will be
complemented by the principles-based narrative disclosures in our
new Compensation Discussion and Analysis section and by the
requirement that these disclosures be made in plain English.  By
taking up these critical issues and addressing them in record
time, the Commission has once again shown its responsiveness to
the continually evolving needs of American investors."

1. Executive and Director Compensation

The amendments will refine the currently required tabular
disclosure and combine it with improved narrative disclosure to
elicit clearer and more complete disclosure of compensation of the
principal executive officer, principal financial officer, the
three other highest paid executive officers and the directors.

Compensation Discussion and Analysis

New company disclosure in the form of a Compensation Discussion
and Analysis will address the objectives and implementation of
executive compensation programs - focusing on the most important
factors underlying each company's compensation policies and
decisions.

    -- The Compensation Discussion and Analysis will be filed and
       will thus be a part of the disclosure subject to
       certification by a company's principal executive officer
       and principal financial officer.

    -- A new furnished Compensation Committee Report will require
       a statement of whether the compensation committee has
       reviewed and discussed the Compensation Discussion and
       Analysis with management and, based on this review and
       discussion, recommended that it be included in the
       company's annual report on Form 10-K and proxy statement.

    -- The Performance Graph will be retained, but no longer
       coupled with executive compensation disclosure.  The
       requirement for the Performance Graph will be moved to the
       disclosure rule covering the market price of common equity
       and related matters, and the Performance Graph will be
       required in annual reports to security holders that
       accompany or precede proxy statements relating to annual
       meetings at which directors are to be elected.

Tabular and Narrative Disclosure

Following the Compensation Discussion and Analysis section,
executive compensation disclosure will be organized into three
broad categories: compensation over the last three years; holdings
of outstanding equity-related interests received as compensation
that are the source of future gains; and retirement plans,
deferred compensation and other post-employment payments and
benefits.

    -- The Summary Compensation Table will be the principal
       disclosure vehicle for executive compensation, showing
       compensation for each named executive officer over the last
       three years.  The Summary Compensation Table will be
       accompanied by narrative disclosure and a Grants of Plan-
       Based Awards Table that will help explain the compensation
       information presented in the table.  The Summary
       Compensation Table will include, in addition to columns for
       salary and bonus:

          * A dollar value for all equity-based awards, shown in
            separate columns for stock and stock options, measured
            at grant date fair value, computed pursuant to
            Financial Accounting Standards Board's Statement of
            Financial Accounting Standards No. 123 (revised 2004),
            Share-Based Payment ("FAS 123R"), to provide a more
            complete picture of compensation and facilitate
            reporting total compensation;

          * A column reporting the amount of compensation under
            non-equity incentive plans;

          * A column reporting the annual change in the actuarial
            present value of accumulated pension benefits and
            above-market or preferential earnings on nonqualified
            deferred compensation, so that these amounts can be
            deducted from total compensation for purposes of
            determining the named executive officers;

          * A column showing the aggregate amount of all other
            compensation not reported in the other columns of the
            table, including perquisites. Perquisites will be
            included in the table unless the aggregate amount is
            less than $10,000, and interpretive guidance will be
            provided for determining what is a perquisite; and

          * A column reporting total compensation.

            As proposed, the accompanying narrative would have
            required disclosure for up to three employees who were
            not executive officers during the last completed
            fiscal year, but whose total compensation was greater
            than that of any of the named executive officers.
            This provision will be revised and re-proposed for
            public comment.  The new proposal would require that
            the accompanying narrative disclosure include the
            total compensation (excluding the same items that
            would be deducted from total compensation for purposes
            of determining named executive officers) and job
            positions of each of a company's three most highly
            compensated employees, whether or not they were
            executive officers during the last completed fiscal
            year, whose compensation for the last completed fiscal
            year was greater than that of any of the named
            executive officers included in the tables, except that
            employees having no responsibility for significant
            policy decisions within the company, a significant
            subsidiary, or a principal business unit, division or
            function would be excluded when determining which
            employees are among the most highly compensated.
            Under the revised proposal, this provision would only
            apply to large accelerated filers.

            A copy of the Summary Compensation Table is available
            for free at http://researcharchives.com/t/s?e70

    -- Disclosure regarding outstanding equity interests will
       include:

          * The Outstanding Equity Awards at Fiscal-Year End
            Table, which will show outstanding awards representing
            potential amounts that may be received in the future,
            including such information as the amount of securities
            underlying exercisable and unexercisable options, the
            exercise prices and the expiration dates for each
            outstanding option (rather than on an aggregate
            basis); and

          * The Option Exercises and Stock Vested Table, which
            will show amounts realized on equity compensation
            during the last fiscal year.

    -- Retirement plan and post-employment disclosure will
       include:

          * The Pension Benefits Table, which will require
            disclosure of the actuarial present value of each
            named executive officer's accumulated benefit under
            each pension plan, computed using the same assumptions
            (except for the normal retirement age) and measurement
            period as used for financial reporting purposes under
            generally accepted accounting principles;

          * The Nonqualified Deferred Compensation Table, which
            will require disclosure with respect to nonqualified
            deferred compensation plans of executive
            contributions, company contributions, withdrawals, all
            earnings for the year (not just the above-market or
            preferential portion) and the year-end balance; and

          * A narrative description of any arrangement that
            provides for payments or benefits at, following, or in
            connection with any termination of a named executive
            officer, a change in responsibilities, or a change in
            control of the company, including quantification of
            these potential payments and benefits assuming that
            the triggering event took place on the last business
            day of the company's last fiscal year and the price
            per share was the closing market price on that date.

Disclosure Regarding Option Grants

The Commission will provide in the Release additional guidance
regarding disclosure of company programs, plans and practices
relating to the granting of options, including in particular the
timing of option grants in coordination with the release of
material nonpublic information and the selection of exercise
prices that differ from the underlying stock's price on the grant
date.

    -- Required disclosure will include clear tabular
       presentations of option grants including:

          * The grant date fair value;

          * The FAS 123R grant date;

          * The closing market price on the grant date if it is
            greater than the exercise price of the award; and

          * The date the compensation committee or full board of
            directors took action to grant the award if that date
            is different than the grant date.

            Further, if the exercise price of an option grant is
            not the grant date closing market price per share, the
            rules will require a description of the methodology
            for determining the exercise price.

    -- The Compensation Discussion and Analysis section will also
       require enhanced narrative disclosure about option grants
       to executives.  Companies will be called upon to analyze
       and discuss, as appropriate, material information such as
       the reasons a company selects particular grant dates for
       awards or the methods a company uses to select the terms of
       awards, such as the exercise prices of stock options.

    -- With regard to the timing of stock options in particular,
       companies will be called upon in the guidance to answer
       questions such as:

          * Does a company have any program, plan or practice to
            time option grants to its executives in coordination
            with the release of material non-public information?

          * How does any program, plan or practice to time option
            grants to executives fit in the context of the
            company's program, plan or practice, if any, with
            regard to option grants to employees more generally?

          * What was the role of the compensation committee in
            approving and administering such a program, plan or
            practice? How did the board or compensation committee
            take such information into account when determining
            whether and in what amount to make those grants? Did
            the compensation committee delegate any aspect of the
            actual administration of a program, plan or practice
            to any other persons?

          * What was the role of executive officers in the
            company's program, plan or practice of option timing?

          * Does the company set the grant date of its stock
            option grants to new executives in coordination with
            the release of material non-public information?

          * Does a company plan to time, or has it timed, its
            release of material nonpublic information for the
            purpose of affecting the value of executive
            compensation?

       Disclosure will also be required where a company has not
       previously disclosed a program, plan or practice of timing
       option grants to executives, but has adopted such a
       program, plan or practice or has made one or more decisions
       since the beginning of the past fiscal year to time option
       grants.

    -- Similar disclosure standards will apply if a company has a
       program, plan or practice of awarding options and setting
       the exercise price based on the stock's price on a date
       other than the actual grant date or if the company
       determines the exercise price of option grants by using
       formulas based on average prices (or lowest prices) of the
       company's stock in a period preceding, surrounding or
       following the grant date.

Director Compensation

Director compensation for the last fiscal year will be required in
a Director Compensation Table (along with related narrative),
which will be similar in format to the Summary Compensation Table.

2. Related Person Transactions, Director Independence and Other
Corporate Governance Matters

Related Person Transactions

The amendments will streamline and modernize the related person
transaction disclosure requirement, while also making it more
principles-based.  The changes to this disclosure requirement will
include:

    -- Increasing the dollar threshold for transactions required
       to be disclosed from $60,000 to $120,000;

    -- Requiring disclosure of a company's policies and procedures
       for the review, approval or ratification of related person
       transactions;

    -- Eliminating the distinction between indebtedness and other
       types of related person transactions, and eliminating
       requirements for disclosure of specific types of director
       relationships; and

    - Specifying exceptions for some categories of transactions
      that do not fall within the principle for disclosure under
      the related person transaction disclosure requirement.

Director Independence and Other Corporate Governance Matters

A new Item 407 of Regulations S-K and S-B will consolidate
existing disclosure requirements regarding director independence
and related corporate governance matters, in most cases without
substantive change, and will also update disclosure requirements
regarding director independence to reflect the Commission's
current requirements and current listing standards.  The
disclosure under this requirement will include:

    -- Disclosure of whether each director and director nominee is
       independent;

    -- A description, by specific category or type, of any
       transactions, relationships or arrangements not disclosed
       as a related person transaction that were considered by the
       board of directors when determining if applicable
       independence standards were satisfied;

    -- Disclosure of any audit, nominating and compensation
       committee members who are not independent; and

    -- Disclosure about the compensation committee's processes and
       procedures for the consideration of executive and director
       compensation.

3. Security Ownership of Officers and Directors

The amendments will require disclosure of the number of shares
pledged by management, and the inclusion of directors' qualifying
shares in the total amount of securities owned.

4. Form 8-K

The rules will modify the disclosure requirements in Form 8-K to
capture some employment arrangements and material amendments
thereto only for named executive officers.  The rules will also
consolidate all Form 8-K disclosure regarding employment
arrangements under a single item.

5. Plain English Disclosure in Proxy and Information Statements

The rules will require companies to prepare most of this
information using plain English principles in organization,
language and design.

6. Registered Investment Companies and Business Development
Companies

The amendments will modify certain disclosure requirements for
registered investment companies and business development
companies. Specifically, the amendments will:

    -- Apply the executive compensation disclosure requirements
       for operating companies in their entirety to business
       development companies;

    -- Increase to $120,000 the current $60,000 threshold for
       disclosure of certain interests, transactions, and
       relationships of independent directors of registered
       investment companies, similar to the increase proposed for
       operating companies with respect to related party
       disclosure; and

    -- Reorganize the proxy rules applicable to investment
       companies to reflect organizational changes proposed for
       operating companies.

7. Compliance

Compliance with these provisions will be required.

    -- For Forms 8-K, compliance will be required for triggering
       events that occur 60 days or more after publication in the
       Federal Register;

    -- For Forms 10-K and 10-KSB, compliance will be required for
       fiscal years ending on or after Dec. 15, 2006;

    -- For proxy and information statements covering registrants
       other than registered investment companies, compliance will
       be required for any new proxy or information statements
       filed on or after Dec. 15, 2006, that are required to
       include Item 402 and 404 disclosure for fiscal years ending
       on or after Dec. 15, 2006;

    -- For Securities Act registration statements covering
       registrants other than registered investment companies and
       Exchange Act registration statements (including pre-
       effective and post-effective amendments, as applicable),
       compliance will be required for registration statements
       that are filed with the Commission on or after Dec. 15,
       2006, that are required to include Item 402 and 404
       disclosure for fiscal years ending on or after Dec. 15,
       2006;

    -- For initial registration statements and post-effective
       amendments that are annual updates to effective
       registration statements that are filed on Forms N-1A, N-2
       and N-3 (except those filed by business development
       companies), compliance will be required for registration
       statements and post-effective amendments that are filed
       with the Commission on or after Dec. 15, 2006; and

    -- For proxy and information statements covering registered
       investment companies, compliance will be required for any
       new proxy or information statement filed on or after Dec.
       15, 2006.


* Peter Antoszyk Joins Proskauer Rose LLP as Senior Counsel
-----------------------------------------------------------
Proskauer Rose LLP, an international law firm with more than
650 lawyers in the United States and Europe, reported that finance
and junior capital attorney Peter J. Antoszyk has joined the
firm's Corporate Finance Group as a partner.  Also joining the
firm as senior counsel is attorney Michael K. Harrington, who
specializes in private equity transactions.  Both will be based in
Proskauer's Boston office, which now has almost 80 lawyers.

Mr. Antoszyk specializes in working with national and
international clients on a range of corporate finance and junior
capital matters including syndicated loans, working capital loans,
acquisition loans, asset-based loans, mezzanine and second lien
enterprise value and mezzanine loans, and other specialty lending
and distressed investing transactions.  He also represents
financial institutions and funds in distressed investing
restructurings, workouts and insolvency proceedings.  He is
national director of the American Bankruptcy Institute and former
chair of the organization's Finance & Banking Committee.   Mr.
Antoszyk comes to Proskauer from Brown Rudnick, where he was a
partner in the firm's bankruptcy and finance practices.

"Peter's knowledge and experience working with major clients in
all industries and sectors on a full range of finance and
specialty lending transactions, coupled with his insolvency
experience, make him an invaluable addition to our rapidly
expanding junior capital and finance practices in Boston and
firmwide," said Steven M. Ellis, Co-Chair of Proskauer's Corporate
Finance Group and head of its Boston-based Corporate Group. "His
addition to our finance team adds significant depth and strength
to the group, bolstering what is rapidly becoming one of the
nation's premier finance practices."

Mr. Antoszyk has been named as a Massachusetts "Super Lawyer" by
the publisher of Law & Politics and is a past member of the
national board of the Turnaround Management Association.  He
received his B.A. from State University of New York at Albany and
his J.D. from Boston University.

Also new to Proskauer's Boston office is Michael Harrington,
who joins as a senior counsel in the M&A/Private Equity Group.
Mr. Harrington has experience in a wide variety of corporate
matters including private equity, buyout and venture capital
financings, and mergers and acquisitions. He comes from Goodwin
Procter LLP, where he was a partner in the firm's Business Law
Department and Private Equity Group.  He received his B.A. from
Williams College, his M.B.A. from Fordham University Graduate
School of Business, and his J.D. from Fordham University School of
Law.

Proskauer's Boston office, which was recently named the fastest
growing in the city by Boston Business Journal, is home to one of
the country's top private equity and finance practices,
representing over 150 funds and lenders worldwide, and also boasts
nationally-ranked intellectual property, litigation, labor and
employment, corporate governance and transactional practices.

Proskauer's Corporate Finance Group offers more than a century of
experience in legal matters that bear upon the diverse global and
domestic needs of all types of lenders and financial services
organizations.  The firm serves as counsel, general or special, to
a broad spectrum of domestic and foreign lending institutions.

Proskauer's M&A/Private Equity and Private Investment Fund Groups
are comprised of a team of 100 professionals in the firm's U.S.
and Paris offices with years of experience representing private
investment funds in all aspects of their activities.  Proskauer's
representation of private investment funds includes private equity
buyout funds, mezzanine funds, hedge funds, and venture capital
funds, for which the firm handles matters ranging from fund
formation to investments to private equity mergers and
acquisitions and other complex transactions.

                      About Proskauer Rose

Proskauer Rose LLP -- http://www.proskauer.com/-- founded in
1875, is one of the nation's largest law firms, providing a wide
variety of legal services to clients throughout the United States
and around the world from offices in New York, Los Angeles,
Washington, D.C., Boston, Boca Raton, Newark, New Orleans and
Paris.  The firm has wide experience in all areas of practice
important to businesses and individuals, including corporate
finance, mergers and acquisitions, general commercial litigation,
private equity and fund formation, patent and intellectual
property litigation and prosecution, labor and employment law,
real estate transactions, internal corporate investigations, white
collar criminal defense, bankruptcy and reorganizations, trusts
and estates, and taxation.  Its clients span industries including
chemicals, entertainment, financial services, health care,
hospitality, information technology, insurance, Internet,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.


* CIT Names Deirdre Martini as Senior Restructuring Advisor
-----------------------------------------------------------
CIT Group Inc. has appointed Deirdre A. Martini, former United
States Trustee for the Southern District of New York, as senior
restructuring advisor and managing director in CIT's Business
Capital Group.

In her new position, Ms. Martini will assist the CIT business unit
that provides financing solutions and advisory services for
distressed companies in connection with both pre-bankruptcy
workouts and post-petition debtor-in-possession and exit
financings.  She will also advise other CIT business units on all
aspects of restructuring and advisory opportunities for troubled
companies.

Mitchell Drucker, co-president of CIT Business Capital, said, "We
are very pleased to have Deirdre on board at CIT.  As we continue
to grow our advisory services business it is critical that we have
individuals who can provide the expertise and analysis involved in
complex corporate restructurings.  Deirdre's reputation precedes
her as she is very well respected by the restructuring community
and she will be an important addition to our team."

Penny Friedman, executive vice president of CIT Business Capital
and head of CIT's National Restructuring Group, said, "Deirdre's
insight into the bankruptcy process will complement our
established team of more than 20 professionals who focus on
providing financing solutions to companies in transition
throughout the country."

Prior to CIT, from October 2003 to April 2006, Ms. Martini served
as a United States Trustee and oversaw the administration of the
largest and most complex chapter 11 restructurings filed in recent
history in the Southern District of New York.  Among the cases
commenced during her tenure were Delphi Corporation, Delta
Airlines, Dana Corporation, Northwest Airlines and Refco Inc.

Before her appointment by the United States Attorney General as a
United States Trustee, Ms. Martini chaired the restructuring
practice at Ivey, Barnum & O'Mara, LLC. Prior to this, from 1988
to 1999, she was as an Assistant United States Attorney for the
District of Connecticut, representing federal agencies in the
bankruptcy court and prosecuting bankruptcy crimes.

Ms. Martini was recently recognized by the International Women's
Insolvency and Restructuring Confederation as their 2006 Woman of
the Year.   She is an Adjunct Professor of Law at St. John's
University School of Law and is an active member of the American
Bankruptcy Institute and the International Women's Insolvency and
Restructuring Confederation.  She serves on several Strategic
Planning Committees for United States Bankruptcy Courts for the
Southern District of New York and the District of Connecticut
where she has also served on the Local Rules Committees for those
jurisdictions.

                          About CIT

CIT Group Inc. -- http://www.cit.com/-- provides clients with
financing and leasing products and advisory services.  Founded in
1908, CIT has $68 billion in managed assets and possesses the
financial resources, industry expertise and product knowledge to
serve the needs of clients across approximately 30 industries
worldwide.  CIT, a Fortune 500 company and a member of the S&P 500
Index, holds leading positions in vendor financing, factoring,
equipment and transportation financing, Small Business
Administration loans, and asset-based lending.  With its global
headquarters in New York City, CIT has more than 7,000 employees
in locations throughout North America, Europe, Latin America, and
the Pacific Rim.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Benjamin Scott, Inc.
   Bankr. S.D. Ohio Case No. 06-53627
      Chapter 11 Petition filed July 19, 2006
         See http://bankrupt.com/misc/ohsb06-53627.pdf

In re Combined Services Inc.
   Bankr. D. N.J. Case No. 06-16586
      Chapter 11 Petition filed July 19, 2006
         See http://bankrupt.com/misc/njb06-16586.pdf

In re Darlin-Marlip Corporation
   Bankr. W.D. N.Y. Case No. 06-02012
      Chapter 11 Petition filed July 19, 2006
         See http://bankrupt.com/misc/nywb06-02012.pdf

In re David Loren International, Inc.
   Bankr. S.D.N.Y. Case No. 06-11647
      Chapter 11 Petition filed July 19, 2006
         See http://bankrupt.com/misc/nysb06-11647.pdf

In re Halenius Enterprises, LLC
   Bankr. N.D. Tex. Case No. 06-32899
      Chapter 11 Petition filed July 19, 2006
         See http://bankrupt.com/misc/txnb06-32899.pdf

In re Key Properties, LLC
   Bankr. E.D. Mich. Case No. 06-49428
      Chapter 11 Petition filed July 19, 2006
         See http://bankrupt.com/misc/mieb06-49428.pdf

In re MR4901, LLC
   Bankr. D. Ariz. Case No. 06-02186
      Chapter 11 Petition filed July 19, 2006
         See http://bankrupt.com/misc/azb06-02186.pdf

In re Maracuja, Inc.
   Bankr. W.D. Wash. Case No. 06-12357
      Chapter 11 Petition filed July 19, 2006
         See http://bankrupt.com/misc/wawb06-12357.pdf

In re Rafael Acosta Almodovar
   Bankr. D. P.R. Case No. 06-02382
      Chapter 11 Petition filed July 19, 2006
         See http://bankrupt.com/misc/prb06-02382.pdf

In re 5 Star Collision Centers, Inc.
   Bankr. E.D. N.C. Case No. 06-01090
      Chapter 11 Petition filed July 20, 2006
         See http://bankrupt.com/misc/nceb06-01090.pdf

In re ASJ Holding Corp.
   Bankr. E.D. N.Y. Case No. 06-42516
      Chapter 11 Petition filed July 20, 2006
         See http://bankrupt.com/misc/nyeb06-42516.pdf

In re Brooks, Gulley and Todd, P.C.
   Bankr. N.D. Tex. Case No. 06-32909
      Chapter 11 Petition filed July 20, 2006
         See http://bankrupt.com/misc/txnb06-32909.pdf

In re Cadden's Moving & Storage Company, Inc.
   Bankr. M.D. Pa. Case No. 06-51161
      Chapter 11 Petition filed July 20, 2006
         See http://bankrupt.com/misc/pamb06-51161.pdf

In re Christopher Glenn International, LLC
   Bankr. N.D. Ohio Case No. 06-31839
      Chapter 11 Petition filed July 21, 2006
         See http://bankrupt.com/misc/ohnb06-31839.pdf

In re Heicorp IV
   Bankr. C.D. Calif. Case No. 06-11158
      Chapter 11 Petition filed July 21, 2006
         See http://bankrupt.com/misc/cacb06-11158.pdf

In re Mahon Trucking, LLC
   Bankr. M.D. Tenn. Case No. 06-03752
      Chapter 11 Petition filed July 21, 2006
         See http://bankrupt.com/misc/tnmb06-03752.pdf

In re Patrick Steven Baker
   Bankr. D. Ariz. Case No. 06-02216
      Chapter 11 Petition filed July 21, 2006
         See http://bankrupt.com/misc/azb06-02216.pdf

In re Paul A. Hamilton
   Bankr. D. Mass. Case No. 06-12373
      Chapter 11 Petition filed July 21, 2006
         See http://bankrupt.com/misc/mab06-12373.pdf

In re Rogelio Evangelista Vega
   Bankr. W.D. Pa. Case No. 06-23371
      Chapter 11 Petition filed July 21, 2006
         See http://bankrupt.com/misc/pawb06-23371.pdf

In re TM Edge I Enterprises, Inc.
   Bankr. N.D. Ga. Case No. 06-68555
      Chapter 11 Petition filed July 21, 2006
         See http://bankrupt.com/misc/ganb06-68555.pdf

In re Vega M.D., LLC
   Bankr. W.D. Pa. Case No. 06-23365
      Chapter 11 Petition filed July 21, 2006
         See http://bankrupt.com/misc/pawb06-23365.pdf

In re Michael Todd Lang
   Bankr. E.D. La. Case No. 06-10691
      Chapter 11 Petition filed July 24, 2006
         See http://bankrupt.com/misc/laeb06-10691.pdf

In re Millennium Mechanical Concepts, Inc.
   Bankr. D. Mass. Case No. 06-12410
      Chapter 11 Petition filed July 24, 2006
         See http://bankrupt.com/misc/mab06-12410.pdf

In re Swagat, Inc.
   Bankr. D.C. Case No. 06-00257
      Chapter 11 Petition filed July 24, 2006
         See http://bankrupt.com/misc/dcb06-00257.pdf

In re SWV Investments, LLC
   Bankr. E.D. Mich. Case No. 06-49653
      Chapter 11 Petition filed July 24, 2006
         See http://bankrupt.com/misc/mieb06-49653.pdf

In re Leon Miller & Company, Ltd.
   Bankr. W.D. Pa. Case No. 06-23426
      Chapter 11 Petition filed July 25, 2006
         See http://bankrupt.com/misc/pawb06-23426.pdf

In re O' Boy Service Company, Inc.
   Bankr. S.D. Tex. Case No. 06-50151
      Chapter 11 Petition filed July 25, 2006
         See http://bankrupt.com/misc/txsb06-50151.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***