TCR_Public/060728.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 28, 2006, Vol. 10, No. 178

                             Headlines

3548 MEAT: Involuntary Chapter 11 Case Summary
ADELPHIA COMMS: Names JPMorgan as Custodian Under DIP Facility
ADELPHIA COMMUNICATIONS: Discloses Terms of Plan Agreement
ALLIED HOLDINGS: Trade Creditors Sell Claims to Hain Capital
ALLIED HOLDINGS: Raises Proofs of Claim Issue in McConnell's Plea

AMRESCO COMMERCIAL: Fitch Ups Rating on $12 Million Class Certs.
ATHEROGENICS INC: June 30 Balance Sheet Upside-Down by $124 Mil.
ATLANTIC MARINE: S&P Rates Proposed $155 Million Facility at B+
AVALON RE: Fitch Removes Junk Ratings From Negative Watch
B/E AEROSPACE: Pays $174.94 Million of 8-1/2% Senior Notes

BANC OF AMERICA: Fitch Holds Low-B Ratings on 2 Class Certificates
BANC OF AMERICA: S&P Cuts Rating on Class K Certificates to BB
BAKER & TAYLOR: S&P Rates $165 Million Senior Notes at B-
BEAR STEARNS: Fitch Affirms Low-B Ratings on $23.2 Million Certs.
BELDEN & BLAKE: Capital C Action Cues Moody's to Hold Junk Ratings

BERRY PLASTICS: Commences Tender Offer for 10.75% Sr. Sub. Notes
BLOCKBUSTER INC: To Terminate EVP Christopher Wyatt's Employment
BOSTON COMMS: Settles with Freedom Wireless to End Patent Lawsuit
BOYD GAMING: Sells South Coast Hotel and Casino to Michael Gaughan
BREUNERS HOME: Trustee Taps Mcgrane Greenfield as Local Counsel

BRICE ROAD: Court Values G.E. Credit's Collateral at $10.5 Mil.
CILCORP INC: Moody's Downgrades Senior Unsec. Debt Rating to Ba1
CNC: Fitch Holds Junk Rating on $7.8 Million Class D Certificates
COI MIDWEST: Wants to Borrow $100,000 from Delaware Capital
COLLINS & AIKMAN: Huron Wants to Recover Tooling

COMMUNICATIONS CORP: White Knight's Schedules of Assets & Debts
COMPLETE RETREATS: Gets Interim Access to Cash Collateral
COMPLETE RETREATS: Can Borrow Up to $4.9 Million from Patriot
CONSTELLATION BRANDS: Agrees to Joint Venture with Grupo Modelo
CONSUMERS ENERGY: Sells Midland Cogen Interests for $60.5 Million

CROWN HOLDINGS: S&P Affirms BB- Rating on $1.5 Billion Facilities
CUMMINS INC: Inks Agreement to Manufacture New Engines
DELPHI CORP: Court Says Cindy Palmer Can Proceed with Appeal
ENRON CORP: PACE Union Members' Claim Allowed for $309,926
ENRON CORP: Court Approves Lewis & Fisherv Settlement Agreement

EXCO RESOURCES: Acquires Winchester Energy for $1.2 Billion
EXCO RESOURCES: Winchester Buy Cues Moody's to Review Ratings
EXIDE TECHNOLOGIES: Wants to Distribute Stock Subscription Rights
EYE CARE: Launches Change of Control Offer for 10-3/4% Sr. Notes
FALCONBRIDGE LIMITED: Earns $728 Million in 2006 Second Quarter

FANNIE MAE: Credit Support Prompts S&P to Hold Low-B Ratings
FEDERAL-M0GUL: Wants Lease-Decision Period Stretched to Dec. 1
FEDERAL-M0GUL: Assessment for T&N Retirement Pension Plan Begins
FOSTER WHEELER: Arranging $350 Million Secured Debt Facility
FRONTLINE CAPITAL: Plan-Filing Period Stretched to August 31

GALAXY NUTRITIONAL: Refinances Bridge Loans With Shareholder Note
GATEHOUSE MEDIA: IPO Offer Cues Moody's to Review All Ratings
GENERAL MOTORS: 2nd Quarter Results Cue S&P to Hold Negative Watch
GRANITE BROADCASTING: Acquires CBS' New York Unit for $45 Million
HEALTH CARE: Closes $700 Mil. Unsecured Revolving Credit Facility

HEARST-ARGYLE: Fitch Holds BB Rating on Convertible Securities
HONEY CREEK: Hires Lackey Hershman as General Litigation Counsel
INDEPENDENT CAPITAL: Fitch Raises Preferred Stocks' Rating to BB
INTEGRATED ELECTRICAL: CEO Acquires 25,000 Shares of Common Stock
INTEGRATED ELECTRICAL: Issues 58,072 Shares of Stock to Tontine

INVERNESS MEDICAL: Signs Joint Venture Pact with Procter & Gamble
J.P. MORGAN: Fitch Junks Rating on $5.1 Million Class M Certs.
JETBLUE AIRWAYS: Weak Financial Profile Cues S&P to Cut Ratings
JOURNAL REGISTER: Weak Financial Profile Cues S&P to Cut Ratings
LA PALOMA: S&P Affirms Low-B Ratings on $525 Million Loans

LA REINA: Case Summary & 20 Largest Unsecured Creditors
LARRY'S MARKETS: Gets Final Nod on Giuliani Capital as Advisor
LEGACY ESTATE: Court to Consider $90MM Purchase Offer on Aug. 16
LIVING WATER: Case Summary & 15 Largest Unsecured Creditors
MASTR ASSET: S&P Lifts Low-B Ratings on 11 Class Certificates

MATHON FUND: Files Joint Plan of Reorganization in Arizona
MATHON FUND: Selling 325-Acre Connecticut Property on Sept. 12
MIDLAND COGENERATION: Consumers Energy Sells Interests to GSO
MORGAN STANLEY: Fitch Junks Rating on $3.5 Million Certificates
MORGAN STANLEY: S&P Lifts Ratings on Class G & H Certificates

NAVISTAR INT'L: Wants To Amend to $1.5 Billion Credit Agreement
NEWPARK RESOURCES: Receives Default Notice from Noteholders
NEWPARK RESOURCES: Default Notice Cues S&P to Lower Rating to B+
NOBLE DREW: Can Borrow Additional $140,000 Under the DIP Facility
NOVA CDO: S&P Holds Junk Ratings on Class C-1 & C-2 Notes

OHIO CASUALTY: Good Performance Prompts S&P to Upgrade Ratings
ONEIDA LTD: Official Committee Hires Mesirow as Financial Advisors
ONEIDA LTD: Equity Committee Opposes Panel's Mesirow Employment
OWENS CORNING: To Merge Reinforcements Biz with Saint-Gobain's
PARMALAT GROUP: Files EUR5.6 Billion Suit Against Graubundner

PLIANT CORP: Wants Ex-CEO's $11.74 Mil. Unsec. Claim Disallowed
PLIANT CORP: Gets Court OK to Assume Around 400 Contracts & Leases
PNA GROUP: S&P Rates Proposed $250 Million Senior Notes at B-
PRINTERA CORP: Sec. Creditors Get Assets; Unsec. Lenders Get None
PROGRESS ENERGY: Sells Natural Gas Plants to EXCO for $1.2 Billion

PTC ALLIANCE: Closes $70 Million Black Diamond Exit Financing
PUBLICARD INC: Appoints Joseph Sarachek as Chief Executive Officer
RELIANT ENERGY: Soliciting Consents from Note and Bond Holders
RENATA RESORT: Hires Kerrigan & Merritt as Tax Accountants
RENATA RESORT: Gets Court OK to Hire Chiron as Financial Advisor

RESI FINANCE: Fitch Lifts Ratings on Five Class Certificates
RESIDENTIAL ASSET: Fitch Junks Rating on Two Class Certificates
REYNOLDS & REYNOLDS: Earns $28 Million in Quarter Ended June 30
ROGERS COMMUNICATIONS: Fitch Upgrades Issuer Default Rating to BB
SALS 2002-2: S&P Lifts Rating on Class E Transactions to BB+

SAVVIS INC: Balance Sheet Upside Down by $137 Million at June 30
SEA CONTAINERS: High Court Sides with ORR on Railway Use Dispute
SEA CONTAINERS: Christopher Garnett Steps Down as GNER CEO
SERACARE LIFE: Inks Pact on Interim Plan-Filing Period Extension
SERACARE LIFE: Panel Says Debtor Should Keep Derivative Claims

SILICON GRAPHICS: Judge Lifland Approves Disclosure Statement
SONICBLUE INC: Wants Excl. Plan-Filing Period Extended to Aug. 19
STARWOOD HOTELS: S&P Raises Corp. Credit Rating to BBB- from BB+
STONY HILL: S&P Downgrades Notes' Rating to BB-
TAOVAYA LLC: Case Summary & 18 Largest Unsecured Creditors

TELESOURCE INT'L: Has Capital Deficits in 2005 2nd & 3rd Quarters
THERMADYNE HOLDINGS: S&P Lowers Corporate Credit Rating to CCC
TIMES SQUARE: S&P Raises Certificates' Rating to BBB- from BB+
USG CORP: Balance Sheet Upside-Down by $313 Million at June 30
USG CORP: Gets Court Nod to Finalize Pre-Confirmation Settlements

UTGR INC: Moody's Holds Low-Ratings and Says Outlook is Negative
VARTEC TELECOM: Court Converts Ch. 11 Cases to Ch. 7 Proceedings
VILLAGEEDOCS INC: Restates 2005 3rd Quarter Financial Statements
WAMU MORTGAGE: S&P Lifts Rating on Class C-B-4 Certificates to BB+
WINN-DIXIE: Five Parties Object to Disclosure Statement

WINN-DIXIE: Visagent Wants Claim Allowed For Voting Purposes
WORLD HEALTH: Committee & CapitalSource Can Split Sale Proceeds

* Thorn Reed Recognized for Commercial Litigation Expertise

* BOOK REVIEW: The Titans of Takeover

                             *********

3548 MEAT: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: 3548 Meat Corp.
                3548 Boston Road
                Bronx, New York 10469

Case Number: 06-11727

Involuntary Petition Date: July 27, 2006

Chapter: 11

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Petitioners' Counsel: Kevin J. Nash, Esq.
                      Finkel Goldstein Rosenbloom Nash, LLP
                      26 Broadway, Suite 711
                      New York, New York 10004
                      Tel: (212) 344-2929
                      Fax: (212) 422-6836

   Petitioners                   Nature of Claim   Claim Amount
   -----------                   ---------------   ------------
Prime Food Distributor Inc.      Goods Sold and         $23,609
1559 Boone Avenue                Delivered
Bronx, New York 10460

Vista Food Exchange Inc.         Goods Sold and         $16,122
Building 101                     Delivered
Hunts Point, Co-op Market
Bronx, New York 10474

West Side Foods, Inc.            Goods Sold and          $5,007
Building D17-25                  Delivered
Hunts Point, Co-op Market
Bronx, New York 10474


ADELPHIA COMMS: Names JPMorgan as Custodian Under DIP Facility
--------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates have
selected JPMorgan Chase Bank, N.A., to serve as custodian and as
safekeeping agent, with regards to its $1.3 billion debtor-in-
possession financing.

As reported in the Troubled Company Reporter on July 21, 2006, the
Debtors asked the U.S. Bankruptcy Court for the Southern District
of New York to authorize and approve:

    (a) the amendment, restatement and extension of their existing
        Fourth Amended and Restated Credit and Guaranty Agreement
        dated as of March 17, 2006, with a group of lenders led by
        J.P. Morgan Securities, Inc., and Citigroup Global
        Markets, Inc., as Joint Bookrunners and Co-Lead Arrangers;

    (b) the related commitment letter for the Extended DIP
        Facility; and

    (c) the payment of related fees and expenses as provided for
        in the Commitment Letter and the related fee letter.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, told Judge Gerber that while the Debtors expect to
consummate the Sale Transaction prior to its outside date of
July 31, 2006 -- and thus prior to the current Aug. 7, 2006,
maturity date of the Existing DIP Facility -- in the exercise of
prudent business judgment, the Debtors have taken steps to obtain
the DIP Lenders' agreement to an extension of the Existing DIP
Facility in the event the Sale Transaction closing is delayed.

Among other things, the Extended DIP Facility:

    (a) provides for a $1.3 billion facility, comprised of an
        $800,000,000 revolving credit facility -- including a
        $500,000,000 letter of credit sub facility -- and a
        $500,000,000 term loan, although prior to the closing date
        of the Extended DIP Facility, the Co-Lead Arrangers are
        entitled to change the allocations between the revolving
        credit facility and the term loan facility, but in any
        event the aggregate amount of the Extended DIP Facility
        cannot be reduced below $1.3 billion;

    (b) provides for a Maturity Date of Nov. 7, 2006;

    (c) provides for the termination of the Extended DIP Facility
        on the earlier of:

           (i) the Maturity Date,

          (ii) the acceleration of the loans and the termination
               of the commitments in accordance with the terms of
               the Extended DIP Facility,

         (iii) the date on which the transactions contemplated by
               either Purchase Agreement are consummated,

          (iv) the date on which any Break-Up Fee is paid to
               either Buyer pursuant to the terms of the
               applicable Purchase Agreement, and

           (v) subject to the terms of the Extended DIP Facility,
               the substantial consummation of a plan of
               reorganization; and

    (d) provides that the EBITDA and EBITDAR definitions contained
        in the Extended DIP Facility will be modified to add back
        to net income the aggregate amount of any charges recorded
        or reserves taken by any Loan Party during any period for
        any Break-Up Fee that becomes payable under the Purchase
        Agreements or is otherwise accrued by the Loan Parties
        during that period, provided, that the aggregate amount of
        those charges or reserves does not exceed $440,350,000.

The Borrowing Limits under the July 10, 2006, Commitment Letter
are:

                         Initial            Final
    Borrower Group       Borrowing Limits   Borrowing Limits
    --------------       ----------------   ----------------
    Century                  $690,000,000       $650,000,000
    Century-TCI               230,000,000        250,000,000
    UCA                       100,000,000         75,000,000
    Parnassos                  10,000,000         10,000,000
    FrontierVision            215,000,000        205,000,000
    Olympus                    25,000,000         25,000,000
    Seven A                             0                  0
    Seven B                    20,000,000         75,000,000
    Seven C                    10,000,000         10,000,000
                         ----------------   ----------------
                  TOTAL:   $1,300,000,000     $1,300,000,000

Ms. Chapman discloses that the ACOM Debtors will seek the Court's
approval of the Custodian Agreement and Safekeeping Agreement at
the hearing on the DIP Financing Motion today, July 28, 2006.

The Domestic Custody Agreement governs the custodial, settlement
and certain other associated services offered by JPMorgan to
ACOM.  JPMorgan will be responsible for the performance of those
Securities custody duties related to Securities that are:

    -- issued in the United States by an issuer that is organized
       under the laws of the U.S. or any state thereof; or

    -- both traded in the U.S. and eligible for deposit in a U.S.
       Securities Depository.

A full-text copy of the Domestic Custody Agreement is available
for free at http://ResearchArchives.com/t/s?e74

Pursuant to the Safekeeping Agreement, JPMorgan will hold and
safe-keep certain of ACOM's securities certificates separately
from those securities certificates belonging to JPMorgan and its
other customers.  JPMorgan will return the Certificates to, or
upon the written instruction of, ACOM or an authorized person.

A full-text copy of the Safekeeping Agreement is available for
free at http://ResearchArchives.com/t/s?e75

                  About Adelphia Communications

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Managed Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 143; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADELPHIA COMMUNICATIONS: Discloses Terms of Plan Agreement
----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Brad M. Sonnenberg, Adelphia Communications
Corporation's executive vice president, general counsel and
secretary, discloses that effective July 21, 2006, Adelphia
entered into an amended and restated agreement concerning terms
and conditions of a modified Chapter 11 plan with:

    -- the representatives of the ad hoc committee of holders of
       ACC Senior Notes represented by Hennigan, Bennett & Dorman
       LLP,

    -- the ad hoc committee of holders of ACC Senior Notes and
       Arahova Notes represented by Pachulski Stang Ziehl Young
       Jones & Weintraub LLP,

    -- the Ad Hoc Committee of Arahova Noteholders,

    -- the Ad Hoc Committee of holders of FrontierVision Opco
       Notes Claims and FrontierVision Holdco Notes Claims;

    -- W.R. Huff Asset Management Co., L.L.C.;

    -- the ad hoc committee of ACC Trade Claimants;

    -- the ad hoc committee of Subsidiary Trade Claimants; and

    -- representatives of the Official Committee of Unsecured
       Creditors.

A full-text copy of the Second Amended and Restated Agreement
Concerning Terms and Conditions of a Modified Chapter 11 Plan is
available for free at http://ResearchArchives.com/t/s?e4e

As reported in the Troubled Company Reporter on July 25, 2006, the
Debtors, the different Committees in their chapter 11 cases, and
significant individual creditors agreed upon the framework for a
plan of reorganization intended to result in a fourth quarter 2006
emergence from Chapter 11 bankruptcy.

                        Plan Agreement

Mr. Sonnenberg explains that the Plan Agreement will form the
basis of an amended plan of reorganization for the ACOM Debtors,
including a proposed global compromise and settlement of all
disputes among all creditors, whether parties to the Plan
Agreement or not.

The Plan Agreement does not apply to the Parnassos and Century-
TCI Joint Venture Debtors.

The Plan Agreement contemplates that the ACOM Debtors and the
Creditors Committee will file the Modified Plan under which all
unsecured creditors will receive payment in full of all principal
and accrued interest through the Modified Plan's effective date,
subject to specified "give-ups" in varying amounts of Plan
Consideration, aggregating to $1,080,000,000, and would be
transferred to the creditors.

The "give-ups" are:

    (i) $750,000,000 from amounts otherwise allocable to the
        Arahova notes;

   (ii) $85,000,000 from amounts otherwise allocable to the
        FrontierVision operating company and holding company
        notes;

  (iii) $30,000,000 from amounts otherwise allocable to the
        Olympus bonds and the FPL note;

   (iv) $39,200,000 million from amounts otherwise allocable to
        subsidiary trade claims; and

    (v) $6,800,000 from amounts otherwise allocable to other
        subsidiary unsecured creditors.

The creditors will also receive:

    -- the residual sale of consideration after funding all other
       distributions and reserves; and

    -- interests in the Contingent Value Vehicle.

                      Treatment of Bank Claims

Pursuant to the Plan Agreement, the Creditors Committee will be
the sole proponent of the Modified Plan with respect to the
treatment of the prepetition lenders' claims.  Under the Plan
Agreement, all Bank claims would be disputed claims under the
Modified Plan, and would be subject to disallowance in whole or
in part.

The Plan Agreement proposes that, unless allowed, the Banks will
not receive any distributions under the Modified Plan.  The liens
and security interests securing the claims would be transferred
to Comcast Corporation and Time Warner NY Cable, LLC, in an
amount sufficient to pay in full the maximum amount of the
disputed Bank claims as determined by the Bankruptcy Court.

Pending resolution of the disputed Bank claims, the Plan
Agreement contemplates that the Debtors will retain the sale
transaction proceeds subject to the liens.

The Plan Agreement proposes that under the Modified Plan, the
Banks would have the right to elect to receive payment in full in
cash on the Effective Date of all outstanding principal and all
accrued interest at the non-default interest rate in effect at
the Petition Date, subject to disgorgement upon the entry of a
final order directing the return of some or all of the
distribution.

Pending allowance of the Bank claims, the Plan Agreement
contemplates that the ACOM Debtors or the Creditors Committee
will pursue objections to all claims under all applicable
provisions of the Bankruptcy Code.

Mr. Sonnenberg notes that the Banks are not party to the Plan
Agreement.  The parties will continue their good faith
negotiations with the Banks regarding the Banks' plan treatment.

                          True-Up Reserve

A true-up reserve of Class A Common Stock of Time Warner Cable
Inc., or cash to the extent there is not sufficient stock
available, will be created by withholding amounts otherwise
payable in respect of initial Effective Date distributions
pending a market valuation of that stock.

Subject to certain limitations, the True-Up Reserve is intended
to be sufficient to permit the upward or downward adjustment of
the total number of shares received by creditors based upon a
Market Value of the TWC Class A Common Stock that is up to 15%
higher or lower than the deemed value used for initial
distributions.

                          Effective Date

The Plan Agreement is conditioned upon the Modified Plan's
Effective Date occurring before the later of September 15, 2006,
and 15 days after the closing of the TWC Sale, but in no event
later than October 31, 2006.

Conditions to the Effective Date of the Modified Plan would also
include:

    -- material completion of the distribution of TWC Class A
       Common Stock to creditors prior to October 31, 2006; and

    -- the distribution to Adelphia's creditors of the Plan
       Consideration of at least $1,080,000,000.

                  About Adelphia Communications

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Managed Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 143; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Trade Creditors Sell Claims to Hain Capital
------------------------------------------------------------
On July 14, 2006, the Clerk of the U.S. Bankruptcy Court for the
Northern District of Georgia recorded two claim transfers to:

                 Hain Capital Holdings, LLC
                 301 Route 17, 6th Floor
                 Rutherford, New Jersey 07070
                 Attn: Ganna Liberchuk
                 Tel. No.: (201) 896-6100

The Claims are from:

        Transferor                              Claim Amount
        ----------                              ------------
        HSC Fabrication                              $9,992
        SGS Automotive Services, Inc.               673,030

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Raises Proofs of Claim Issue in McConnell's Plea
-----------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates questions
Frederick and Norma McConnell's assertion that that they were
entitled to a relief from the automatic stay because they were
allegedly seeking recovery only against two non-operating debtor
entities -- GACS, Incorporated, and Commercial Carriers, Inc.

The McConnell and the Debtors are parties to a civil action
currently pending in the City of St. Louis Circuit Court.
Mr. McConnell asserts products liability claims and seeks recovery
of damages for severe personal injuries.

During the hearing on their request, the McConnells told the U.S.
Bankruptcy Court for the Northern District of Georgia that they
were entitled to a relief from the automatic stay on the basis of
their claims against non-debtor entities.

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that the Debtors' review of the claims docket
reveals that in February 2006, the McConnells asserted four
claims, each for $3,000,000.  The claims were filed not only
against GACS and CCI but also against Allied Holdings, Inc., and
Allied Automotive Group, Inc.

Mr. Winsberg notes that the filing of the proofs of claim is
germane to the pending request because it eliminates the
McConnells' assertion that the matters before the Court only
concern GACS and CCI.

Mr. Winsberg asserts that the McConnells have not established
cause for relief and will not be unduly harmed by denial of the
request.  Conversely, the Debtors' estates will suffer substantial
harm from the modification of the stay, including the significant
time and expenses of litigating the claims.

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)


AMRESCO COMMERCIAL: Fitch Ups Rating on $12 Million Class Certs.
----------------------------------------------------------------
Fitch upgrades AMRESCO Commercial Mortgage Funding I Corp.'s,
mortgage pass-through certificates, series 1997-C1, as:

    -- $31.2 million class G to 'AAA' from 'BBB';
    -- $4.8 million class H to 'A+' from 'BB+';
    -- $7.2 million class J to 'BB+' from 'B'.

In addition, Fitch affirms the following classes:

    -- Interest-only class X at 'AAA';
    -- $7.6 million class D at 'AAA';
    -- $26.4 million class E at 'AAA';
    -- $9.6 million class F at 'AAA';
    -- $2.4 million class K at 'B-'.

Fitch does not rate the $8.4 million class L certificates. Classes
A-1, A-2, A-3, B, and C have been paid in full.

The ratings upgrades are the result of increased credit
enhancement levels due to paydown.  As of the July 2006 remittance
report, the pool's aggregate principal balance has been reduced
79% to $97.6 million from $480.1 million at issuance.

Two assets (10.5%) are in special servicing and losses are
expected on all of them.  The largest specially serviced asset
(7.30%) is a real estate owned multifamily property is Atlanta,
Georgia.  The special servicer is stabilizing the property and
preparing to list it for sale.

The second largest specially serviced asset (3.17%) is a REO
industrial property in Leominster, Massachusetts.  The property is
currently listed for sale although no offers have been received.
The property's sole tenant has given notice of intent to vacant.


ATHEROGENICS INC: June 30 Balance Sheet Upside-Down by $124 Mil.
----------------------------------------------------------------
AtheroGenics, Inc., reported its financial results for the second
quarter and six months ended June 30, 2006.

During the second quarter, AtheroGenics' revenue totaled
$6.3 million.  For the six months ended June 30, 2006, revenue
totaled $10.4 million.  The revenue recorded in both periods is
related to the Company's collaboration agreement with AstraZeneca
and reflects the amortization of the $50 million up-front license
fee received in February 2006.  The Company had no revenue for the
same period in 2005

Research and development expense declined to $16.4 million for the
second quarter of 2006, from $19.4 million for the comparable
period in 2005.  For the six months ended June 30, 2006, research
and development expense totaled $32.7 million, compared to
$35.5 million for the same period in 2005.  The decrease in both
periods was due to lower expenses for the Company's ongoing AGI-
1067 clinical program, as well as reduced spending on clinical
supplies.  This decline was partially offset by non-cash stock-
based compensation expense of $1.2 million and $2.3 million for
the second quarter and six-month period, respectively, resulting
from AtheroGenics' adoption at the beginning of 2006 of Statement
of Financial Accounting Standards No. 123(R), which requires the
expensing of employee stock options.

The Company anticipates that research and development expense will
increase in the second half of 2006, compared to the amount spent
in the first half, as it undertakes activities to close down the
ARISE clinical trial.

Marketing, general and administrative expense totaled $3.2 million
for the second quarter ended June 30, 2006, compared to
$2.2 million for the same period in the prior year.

For the six months ended June 30, 2006, marketing, general and
administrative expense totaled $6.9 million, compared to
$4.1 million for the same period in 2005.  The increase during
both periods was principally due to stock-based compensation
expenses of $1.1 million and $2 million for the second quarter and
six month period, respectively, and higher professional fees.

Interest and other income increased to $2.4 million in the second
quarter ended June 30, 2006, compared to $1.7 million recorded for
the quarter ended June 30, 2005.

For the six months ended June 30, 2006, interest and other income
increased to $4.6 million, compared to $3.1 million recorded for
the six months ended June 30, 2005.  The increase in the quarterly
and six month periods was a result of higher interest rates on the
Company's invested cash.

AtheroGenics recorded interest expense of $2.1 million during the
second quarter ended June 30, 2006, compared to $2.3 million in
the same quarter last year.

Interest expense for the first six months of 2006 was
$4.2 million, as compared to $4.4 million for the first half of
2005.  The decrease in interest expense was primarily due to the
effect of a lower debt balance during the second quarter of 2006
compared to the same period in 2005 as a result of the exchange of
a portion of the Company's 4.5% convertible notes for common stock
in January 2006.

For the six months ended June 30, 2006, AtheroGenics recorded
$3.5 million in other expense, which was attributable to non-cash
costs related to the exchange of a portion of the Company's 4.5%
convertible notes for common stock in January 2006.

AtheroGenics reported a net loss of $13.1 million for the second
quarter of 2006, as compared to $22.2 million reported for the
same period in 2005.  Net loss reported for the first six months
of 2006 was $32.3 million as compared to a net loss of
$40.8 million for the first half of 2005.

At June 30, 2006, cash, cash equivalents and short-term
investments totaled $194 million.

"The first half of this year has been very productive on several
fronts," Russell M. Medford, M.D., Ph.D., president and chief
executive officer of AtheroGenics, stated.

"In addition to successfully completing preparations for closing
down the ARISE clinical trial with investigators from the U.S.,
the U.K., Canada and South Africa, the Company continues its
engagement in working with AstraZeneca on various pre-
commercialization activities related to AGI-1067."

AtheroGenics, Inc. (NASDAQ: AGIX) -- http://www.atherogenics.com/
-- is focused on the discovery, development and commercialization
of novel drugs for the treatment of chronic inflammatory diseases,
including heart disease (atherosclerosis), rheumatoid arthritis
and asthma.  The Company has two drug development programs
currently in the clinic.  AtheroGenics' lead compound, AGI-1067,
is being evaluated in the pivotal Phase III ARISE clinical trial
as an oral therapy for the treatment of atherosclerosis, in
collaboration with AstraZeneca.  AGI-1096 is a novel, oral agent
in Phase I that is being developed for the prevention of organ
transplant rejection in collaboration with Astellas.  AtheroGenics
also has preclinical programs in rheumatoid arthritis and asthma
utilizing its proprietary vascular protectant(R) technology.

At June 30, 2006, the Company's balance sheet showed $124,074,171
in total stockholders' deficit compared with a $115,436,216
deficit at Dec. 31, 2005.


ATLANTIC MARINE: S&P Rates Proposed $155 Million Facility at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Atlantic Marine Holding Co.  At the same time,
Standard & Poor's assigned its 'B+' bank loan rating and '2'
recovery rating, indicating expectations of substantial (80%-100%)
recovery of principal in the event of a payment default, to the
company's proposed $155 million secured credit facility.  The
outlook is stable.

"The ratings on Atlantic Marine reflect high debt leverage, a
modest revenue base (around $175 million), especially compared
with some competitors in the government sector, and growth
dependent on the more competitive and cyclical nonmilitary and
marine fabrication segments," said Standard & Poor's credit
analyst Christopher DeNicolo.  "These factors are offset by the
high barriers to entry in the marine repair industry and the
company's fairly good diversity of vessels serviced."

Jacksonville, Florida based Atlantic Marine is being acquired by
J.F. Lehman & Co., a private equity firm, for a total transaction
value of $180 million, including fees and expenses.  The purchase
will be funded with the proceeds from the new credit facility,
$47.5 million of preferred equity, and $12.5 million of common
equity.  Leverage will be high, with debt to EBITDA of around 3.7x
and debt to capital of 67% by the end of 2006.  The preferred
stock is considered equity as it does not pay cash interest, has
no stated maturity, does not have a mandatory redemption feature,
and is being held by the equity sponsor.

Atlantic Marine provides maintenance, repair, overhaul, and
conversion services for military and commercial vessels, as well
as manufacturing ship modules and subsections for other shipyards.
The MROC industry has high barriers to entry due to the need for a
coastal location, with a deep draft and unobstructed access, and
large, expensive assets such as drydocks.

The company operates out of three locations:

   * Mobile, Alabama (about 50% of revenues),
   * on the Gulf coast, Jacksonville, Florida (33%),
   * on the Atlantic, and Naval Station Mayport near Jacksonville
     (17%),

which primarily services the U.S. Navy.  The company is able to
service ships up to almost 1,000 feet in length, including large
cruise ships and aircraft carriers.  Although the customer base is
fairly concentrated, with the top 10 representing more than 50% of
sales of the last four years, the company has longstanding
relationships with most of them and 90% of customers are repeat
customers.

Overall, the company is expected to maintain a credit profile
consistent with current ratings in the intermediate term,
supported by steady demand in key market segments and acceptable
profitability The outlook could be revised to negative if demand
or profitability in growth areas, mega yachts and marine
fabrication, falls significantly below expectations or if leverage
increases materially to fund acquisitions.  A revision of the
outlook to positive is not expected in the near term.


AVALON RE: Fitch Removes Junk Ratings From Negative Watch
---------------------------------------------------------
Fitch downgraded the ratings of the Class A and B variable-rate
notes of Avalon Re Ltd., affirmed the ratings of the class C notes
and removed all of the notes from Rating Watch Negative.

In addition, Fitch assigned distressed recovery ratings to the
class B and C notes.  The class A variable rate notes were
downgraded to 'BB-' from 'BBB+'.  The class B variable rate notes
were downgraded to 'CCC' from 'BB' and were assigned a distressed
recovery rating of 'DR4'.  The class C variable rate notes were
affirmed at 'CCC-' and assigned a distressed recovery rating of
'DR5'.  The rating actions affect $405 million of Avalon Re
variable-rate notes.

Avalon Re provides coverage to Oil Casualty Insurance, Ltd., a
Bermuda-based insurer, on a three-year excess of loss reinsurance
contract that attaches at $300 million.  The rating actions
reflect substantially increased expected loss statistics for each
of the classes of variable rate notes.  The expected loss
statistics have increased primarily because OCIL has already
incurred $290 million of losses in the first year of the three-
year transaction.

The losses recorded by OCIL have not been ceded to Avalon Re and
have not resulted in a current loss of principal or interest to
note holders.  The class C, class B and class A note holders are
exposed to the third, fourth and fifth $150 million loss, (or any
portion thereof), respectively, occurring within the three-year
risk period.

Fitch expects to continue to monitor OCIL's insurance losses as
they develop.  If insurance losses develop such that they generate
a loss to holders of the variable-rate notes, Fitch may further
downgrade the notes.  Due to the indemnity risk structure of the
notes and the long-term nature of liability claims, Fitch expects
that it may be several months before OCIL's losses, if any, can be
quantified.

Avalon Re is a Cayman Islands-domiciled insurance company formed
solely to issue the variable-rate notes, enter into a reinsurance
contract with OCIL, and to conduct activities related to the
notes' issuance.  The variable-rate notes are insurance-linked
collateralized securities that will suffer a loss of principal if
OCIL's aggregate insured losses exceed a specified threshold that
varies by note class.

Fitch removes the following from Rating Watch Negative:

Avalon Re, Ltd.

    -- $135 million Class A Variable Rate Notes due June 6, 2008
       downgraded to 'BB-' from 'BBB+';

    -- $135 million Class B Variable Rate Notes due June 6, 2008
       downgraded to 'CCC' from 'BB/DR4', distressed recovery
       rating assigned;

    -- $135 million Class C Variable Rate Notes due June 6, 2008
       affirmed at 'CCC-/DR5', distressed recovery rating
       assigned.


B/E AEROSPACE: Pays $174.94 Million of 8-1/2% Senior Notes
----------------------------------------------------------
B/E Aerospace, Inc., disclosed that in connection with its cash
tender offer and consent solicitation for its outstanding
$175.0 million aggregate principal amount of its 8-1/2% Senior
Notes due 2010, it has accepted for payment and paid for
$174.94 million aggregate principal amount of the Notes, which
were tendered by holders on or prior to the expiration of the
related consent solicitation at 5:00 p.m. New York City time on
July 21, 2006, representing 99.97% of the outstanding Notes.

The tender offer is scheduled to expire at 5:00 p.m. New York City
time on August 7, 2006, unless extended or earlier terminated.

                     New Senior Secured Facility

In connection with the tender offer and consent solicitation, the
Company entered into a new senior secured credit facility,
consisting of a five-year, $150 million revolving credit facility
and a six-year, $75 million term loan with J.P. Morgan Securities
Inc., UBS Securities LLC and Credit Suisse Securities (USA) LLC,
as Joint Lead Arrangers and Joint Bookrunners, and JPMorgan Chase
Bank, N.A., as Administrative Agent.  The new senior secured
credit facility also provides for the ability of the Company to
add additional term loans in the amount of up to $75 million upon
satisfaction of certain customary conditions.  The new senior
secured credit facility replaces the Company's existing
$50 million revolving credit facility that it had entered into in
February 2004 and would have matured in 2007.

Revolving credit borrowings under the new senior secured credit
facility will initially bear interest at an annual rate equal to
the London interbank offered rate plus 175 basis points,
representing an initial interest rate of 7.2% as compared to
8-1/2% under the Notes repurchased on July 26, 2006.  Term loan
borrowings under the new senior secured credit facility will
initially bear interest at an annual rate equal to the London
interbank offered rate plus 200 basis points, representing an
initial interest rate of 7.4%.

After entering into this new senior secured credit facility and
paying for both the Notes tendered in the tender offer and after
giving effect to the consummation of the Company's acquisition of
Draeger Aerospace GmbH for $80 million in cash, as of June 30,
2006, the Company would have had $447 million of long-term debt
outstanding and $80 million of cash and available borrowings under
the revolving credit facility, after taking into account $6
million of outstanding letters of credit. After giving effect to
the refinancing, including the purchase of the tendered Notes, and
the acquisition of Draeger, as of June 30, 2006, the Company's net
debt-to-capital ratio would have been 38%, as compared with the
Company's June 30, 2006 actual net debt-to-capital ratio of 32%.
Net debt represents total debt less cash and cash equivalents.
The Company plans to raise a new term loan, the proceeds of which
would be used to repay all outstanding amounts borrowed under the
revolving credit facility, and to negotiate a new revolving credit
facility at that time.

Amin J. Khoury, Chairman and Chief Executive Officer of B/E
Aerospace, Inc. said, "This refinancing is another element of B/E
Aerospace's ongoing commitment to lower our cost of capital and to
maintain our net debt to capital ratios, while pursuing
opportunities to grow our business."

The Company has retained UBS Securities LLC, Credit Suisse
Securities (USA) LLC and J.P. Morgan Securities Inc. to serve as
Dealer Managers, and Global Bondholder Services Corporation to
serve as Depositary and Information Agent.

Persons with questions regarding the tender offer and consent
solicitation should contact:

             UBS Securities LLC
             Toll free: 888-722-9555 ext. 4210
             Collect: 203-719-4210

             Credit Suisse Securities (USA) LLC
             Toll free: 800-820-1653
             Collect: 212-325-7596

             J.P. Morgan Securities Inc.
             Collect: 212-270-7407

             Global Bondholder Services Corporation
             Tel. No.: 866-804-2200

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

                 Draeger Aerospace Acquisition

On July 26, 2006, the Company disclosed that it had acquired
Draeger Aerospace GmbH, from Cobham PLC of Dorset, England
for approximately $80 million.  The acquisition which is an all
cash purchase will be funded with cash on hand.  The transaction
is expected to be modestly accretive to earnings per share in
2007, the first full year following the acquisition, and
significantly accretive in 2008 and beyond due to strong
manufacturing, research and development, sales and logistics
synergies between the two organizations.

                   About B/E Aerospace, Inc.

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

                         *     *     *

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


BANC OF AMERICA: Fitch Holds Low-B Ratings on 2 Class Certificates
------------------------------------------------------------------
Fitch has affirmed these Banc of America Alternative Loan Trust
mortgage pass-through certificates:

Series ALT 2005-7 Total Pools 1 - 3:

    -- Classes CB-1 to CB-5, CB-R, 2-CB-1, 3-CB-1, CB-IO & CB-PO
       affirmed at 'AAA';

    -- Class B-1 affirmed at 'AA';

    -- Class B-2 affirmed at 'A';

    -- Class B-3 affirmed at 'BBB';

    -- Class B-4 affirmed at 'BB';

    -- Class B-5 affirmed at 'B'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$337 million in outstanding certificates as of the July 25, 2006
distribution date.

The underlying collateral in these transactions consists of fixed-
rate, conventional, fully-amortizing mortgage loans secured by
first lien on one- to four-family residential properties.  Bank of
America, N.A. which is rated 'RPS1' by Fitch for Prime & ALT-A
transactions, is the servicer for these loans.

This transaction is 12 months seasoned and the pool factor (i.e.,
current mortgage loans outstanding as a percentage of the initial
pool) is 90%.  To date, this transaction has not experienced any
losses. The 90+ delinquencies, as a percentage of the current
collateral balance, are 0.08%.


BANC OF AMERICA: S&P Cuts Rating on Class K Certificates to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of commercial mortgage pass-through certificates from Banc
of America Large Loan Inc.'s series 2004-BBA4.  Concurrently, one
rating is lowered and eight are affirmed.

The raised and affirmed ratings reflect Standard & Poor's analysis
of the remaining loans in the pool, as well as increased credit
enhancement levels resulting from loan payoffs.  The lowered
rating reflects the declining operating performance of three loans
in the pool, including the largest loan.

As of July 17, 2006, the pool consisted of 10 floating-rate
interest-only loans with an outstanding principal balance of
$501.1 million, down from 18 loans with a balance of $912.3
million at issuance.  The loans are indexed to one-month LIBOR.
Eight of the 10 loans have subordinate interests that are held
outside of the trust.  In addition, four loans have $145 million
in mezzanine financing in place.  Four of the 10 loans mature
within the next six months.  All of the loans have extension
options remaining.  The performance of the loans has been stable,
with the exception of the largest, ninth-largest and 10th-largest
loans.  The largest loan was transferred to the special servicer
and is discussed below.  Seven of the 10 loans have experienced
stable or improved operating performance since issuance, with
three reporting increases in net cash flow in excess of 10%.

The Fifteen Group Multifamily portfolio loan (16% of the mortgage
pool balance) is the largest in the pool with a trust balance of
$87.9 million and a whole loan balance of $111 million.  In
addition, there is a $24.7 million mezzanine loan secured by
equity interests of the borrower.  The loan is secured by 10
cross-collateralized and cross-defaulted class B and C multifamily
properties with 4,365 units located in six different states.  The
loan was transferred to the special servicer, CT Investment
anagement Co. LLC, due to imminent default.  Standard & Poor's
reviewed property inspections provided by the master servicer,
Banc of America, for all of the assets underlying the loan.  Two
properties were characterized as "fair," while the remaining
collateral was characterized as "good."

For the 12 months ending December 2005, the combined occupancy for
the properties in the Fifteen Group Multifamily portfolio was 81%,
down from 88% at issuance.  Based on 2005 year-end operating
statements, performance of this loan has significantly declined
since issuance due to decreased occupancy, rent concessions, and
increased expenses.  Using the 2005 operating statements as a
guide, Standard & Poor's adjusted the borrower's net operating
income for tenant improvements, leasing commissions, and capital
replacement reserves to arrive at an adjusted NCF of $9.6 million.
Using a capitalization rate of 8.5%, S&P calculated a loan-to-
value (LTV) of approximately 75%.  The loan matures in October
2006 and has two remaining 12-month extension options, with one
11-month extension option thereafter.

Heritage Square I and II is the ninth-largest loan in the pool
(3.4%) with a trust and whole loan balance of $18.2 million.
Additionally, there is $8 million in mezzanine debt secured by the
partnership interests in the borrower.  The loan is secured by two
office buildings in Farmers Branch, Texas, with 354,486 sq. ft.

For the year-end 2005, occupancy was 94%, down slightly from 98%
at issuance.  The performance of this loan has declined since
issuance due to a substantial increase in expenses.  Based on the
December 2005 rent roll, Standard & Poor's adjusted the borrower's
NOI for tenant improvements, leasing commissions, and capital
replacement reserves to arrive at an adjusted NCF of $2 million.
Using a cap rate of 9.25%, we calculated a LTV of approximately
85%.  The loan matures September 2007 and has two 12-month
extension options remaining.

The 10th-largest loan, the Arapaho Business Park loan, has a trust
balance of $13.8 million and whole-loan balance of $20.7 million
(2.6%).  The loan is secured by a 10-building industrial/flex
complex in Richardson, Texas, with 423,397 sq. ft. comprising
office (62%) and warehouse space (38%).  The buildings were built
between 1976 and 1980.

Occupancy for the Arapaho Business Park is currently 76%, down
significantly from 90% at issuance.  As of the first quarter-2006,
Reis Inc. reported an office vacancy rate of 43% for the
Richardson submarket, with an average rent of $10.84 per sq. ft.
Based on the borrower's December 2005 operating statements,
Standard & Poor's adjusted the borrower's NOI for tenant
improvements, leasing commissions, and capital replacement
reserves to arrive at an adjusted NCF of $939,571.  Using a cap
rate of 9.29%, we calculated a LTV of approximately 136%.  The
loan matures June 2007 and has two 12-month extension options
remaining.

The operating performance of the remaining loans has either
improved or remained stable since issuance.

                         Ratings Raised

                    Banc of America Large Loan Inc.
           Commercial mortgage pass-through certificates
                       series 2004-BBA4

                          Rating
                          ------
           Class      To           From   Credit enhancement(%)
           -----      --           ----   ---------------------
           B          AAA          AA+           28.45
           C          AAA          AA            21.03
           D          AA+          AA-           17.45
           E          AA           A+            14.07
           F          AA-          A             10.97
           G          A            A-             7.95
           H          A-           BBB+           6.09

                        Rating Lowered

                    Banc of America Large Loan Inc.
           Commercial mortgage pass-through certificates
                       series 2004-BBA4

                          Rating
                          ------
           Class      To           From   Credit enhancement(%)
           -----      --           ----   ---------------------
           K          BB           BBB-           N/A

                        Ratings Affirmed

                    Banc of America Large Loan Inc.
           Commercial mortgage pass-through certificates
                       series 2004-BBA4

              Class      Rating   Credit enhancement(%)
              -----      ------   ---------------------
              A-1        AAA             35.50
              A-2        AAA             35.50
              J          BBB              3.85
              X-1A       AAA              N/A
              X-1B       AAA              N/A
              X-2        AAA              N/A
              X-3        AAA              N/A
              X-4        AAA              N/A

                        N/A - Not applicable.


BAKER & TAYLOR: S&P Rates $165 Million Senior Notes at B-
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its secured debt
and recovery ratings to Baker & Taylor Acquisition Corp.'s
$165 million senior secured second-priority note offering.  The
secured debt rating is 'B-' (two notches below the 'B+' corporate
credit rating on Baker & Taylor) with a recovery rating of '5',
indicating the expectation for negligible (0%-25%) recovery of
principal in the event of a payment default.

The initial issuer is BTAC Merger Corp.  The initial issuer will
merge with and into Baker & Taylor Acquisitions Corp. and, at that
time, Baker & Taylor will assume the obligations of BTAC Merger
Corp.  The loan is guaranteed by all of the borrower's existing
and future direct and indirect domestic subsidiaries, subject to
exceptions for foreign subsidiaries.

The facility is secured by a perfected second-priority security
interest in substantially all the tangible and intangible assets
of the borrower, behind the company's first-lien bank loan (not
rated by Standard & Poor's).

The corporate credit rating on Charlotte, North Carolina-based
Baker & Taylor is 'B+' and the rating outlook is negative.  The
rating reflects the company's vulnerability to small changes in
costs given its narrow operating margin, customer concentration,
and thin cash flow protection measures.

Baker & Taylor is a leading distributor of books, music, and video
to institutional and retail markets.  The company distributes
products from 36,000 suppliers to 38,000 customers in over 125
countries.  The company is a leader in the stable library
distribution market and has a growing presence in the fragmented
retail distribution market.

Ratings List:

  Baker & Taylor Acquisitions Corp.:

    * Corporate credit rating: B+/Negative/--

Ratings Assigned:

    * $165M sr. sec. second-priority notes: B- (Recovery rtg: 5)


BEAR STEARNS: Fitch Affirms Low-B Ratings on $23.2 Million Certs.
-----------------------------------------------------------------
Fitch upgrades the $30.5 million Class B of Bear Stearns
Commercial Mortgage Securities Inc., Series 2003-TOP12 to 'AA+'
from 'AA'.

In addition, Fitch affirms these classes:

    -- $90.1 million class A-1 at 'AAA';
    -- $150.6 million class A-2 at 'AAA';
    -- $185.9 million class A-3 at 'AAA';
    -- $487.3 million class A-4 at 'AAA';
    -- Interest only class X-1 at 'AAA';
    -- Interest only class X-2 at 'AAA';
    -- $31.9 million class C at 'A';
    -- $13.1 million class D at 'A-';
    -- $14.5 million class E at 'BBB+';
    -- $7.3 million class F at 'BBB';
    -- $7.3 million class G at 'BBB-';
    -- $5.8 million class H at 'BB+';
    -- $5.8 million class J at 'BB';
    -- $2.9 million class K at 'BB-';
    -- $2.9 million class L at 'B+-';
    -- $2.9 million class M at 'B';
    -- $2.9 million class N at 'B-'.

Fitch does not rate the $11.6 million class O.

The rating upgrade reflects the stable performance, defeasance and
amortization. As of the July 2006 distribution date, the pool has
paid down 9.3% to $1.05 billion from $1.16 billion at issuance.
Seven loans (7.7%) have defeased since issuance, including the
third largest loan (4.7%).

Following the payoff of a multifamily property in Mankato,
Minnesota, there is currently one specially serviced loan. A
retail center located in Lithia Springs, Georgia (0.5%) has
experienced a series of non-monetary defaults due to unauthorized
changes in ownership structure.  The loan is expected to return to
the master servicer.

Of the original loans, ten credit assessed loans remain in the
transaction (26.7%):

    * West Valley Mall (5.9%),
    * West Shore Plaza (6%),
    * 200 Berkeley & Stephen L. Brown Buildings (4.7%),
    * Sun Valley Apartments (2.4%),
    * Cedar Knolls Shopping Center (1.9%),
    * 284 Mott Street (1.8%),
    * Eagle Plaza (1.6%),
    * Carriage Way (1.0%),
    * Deerfield Estates (0.9%), and
    * Wayne Town Center (0.8%).

Based on their stable to improving performance, the loans remain
investment grade.


BELDEN & BLAKE: Capital C Action Cues Moody's to Hold Junk Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed Belden & Blake's Corporate
Family Rating of Caa1, and note ratings of Caa2.  Moody's assigned
the developing outlook following the company's announcement that
its parent company, Capital C Corporation, had agreed to sell its
partnership interests to an affiliate of EnerVest Management
Partners Ltd.

The driving factor at the time had been the ability of bondholders
to put the notes at 101% of par required under change of control
provision.  While EnerVest offered to redeem the notes even above
the 101% required by the indenture, the holders of the notes opted
to retain them.

Subsequently, the company announced a restatement of its financial
statements to correct the way it accounted for its hedging, which
also was incorporated into the developing outlook.  However, since
these issues have been resolved, the outlook is moved to stable as
the company's performance thus far is in line with Moody's
expectations.

Moody's remains concerned about bondholder protection given
EnerVest's continued strategy to provide current yield to equity
investors and distribute all of its excess cash flows and limit
organic reserve and production growth.

Therefore, the Caa1 Corporate Family Rating and Caa2 note rating
reflects:

   -- the rising reinvestment risk driven primarily by current
      management's aggressive distribution policy that is
      draining capital vital to the company's ability to
      internally fund its production and reserve replacement
      which has already been weak compared to its peers for the
      past several years;

   -- the very high cost structure which is in line with the
      current ratings; and the high degree of leverage on the
      Proven Developed reserves, especially when factoring in the
      out-of-the-money hedging obligations which rank pari-passu
      with the bondholders further pressured by distributions
      that appear to be partially debt funded.

Partially offsetting these risks is the fairly durable existing
productive base and still supportive commodity price environment
which should continue to provide a degree of cashflow support for
organic reinvestment and partially offset the decline of the
company's productive base while also allowing the company to
continue to service the significant out-of-the-money hedges; and
the company's opportunistic purchase of outstanding notes.

Belden & Blake, headquartered in Houston, Texas, is a wholly-owned
subsidiary of Capital C which is owned by affiliates of EnerVest
Management Partners Ltd.


BERRY PLASTICS: Commences Tender Offer for 10.75% Sr. Sub. Notes
----------------------------------------------------------------
Berry Plastics Corporation commenced a cash tender offer for any
and all of its outstanding $335 million of 10.75% Senior
Subordinated Notes due 2012 (CUSIP No. 085790AJ2).

The total consideration per $1,000 principal amount of Notes
validly tendered and not withdrawn prior to 5:00 p.m., New York
City time, on Aug. 7, 2006, unless extended, will be calculated
based on the present value on the payment date of the sum of
$1,053.75 (the redemption price for the Notes on July 15, 2007,
which is the earliest redemption date for the Notes) plus interest
payments through July 15, 2007, determined using a discount factor
equal to the yield on the Price Determination Date of the 3-5/8%
U.S. Treasury Note due June 30, 2007, plus a fixed spread of 50
basis points.

The Company currently expects that the Price Determination Date
will be 2:00 p.m., New York City time, on Aug. 7, 2006, although
such date may be extended if the Company extends the expiration
date of the tender offer.  In order to receive the total
consideration, holders are required to tender and not withdraw
their Notes on or prior to the execution of the supplemental
indenture that will effect the amendments to the indenture, which
is expected to occur promptly after the Consent Date.

In connection with the tender offer, the Company is soliciting
consents to proposed amendments to the indenture governing the
Notes that would eliminate substantially all of the restrictive
covenants and certain events of default in the indenture.  The
Company is offering to make a consent payment of $30 per $1,000
principal amount of Notes to holders who validly tender their
Notes and deliver their consents on or prior to the Consent Date.
Holders may not tender their Notes without delivering consents,
and may not deliver consents without tendering their Notes.

The tender offer is scheduled to expire at midnight, New York City
time, on Aug. 21, 2006, unless extended or earlier terminated.
Accrued and unpaid interest to but not including the payment date,
which is expected to be on or about Aug. 22, 2006, will be paid on
all Notes tendered and accepted.  However, no consent payments
will be made in respect of Notes tendered after the Consent Date.
Holders who tender their Notes after the Consent Date but on or
prior to the expiration date will receive the total consideration
referred to above per $1,000 principal amount of Notes validly
tendered and not withdrawn, less $30 per $1,000 principal amount.

Tendered Notes may not be withdrawn and consents may not be
revoked after the date on which the Company, the guarantors of the
Notes, and the trustee for the Notes execute a supplemental
indenture to effect the proposed amendments to the indenture
governing the Notes, which is expected to be promptly after the
Consent Date.  The proposed amendments will not take effect,
however, until a majority of principal amount of outstanding
Notes, whose holders have delivered consents to the proposed
amendments, have been accepted for payment.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including:

  * the receipt of tenders from holders of a majority in principal
    amount of the outstanding Notes;

  * the consummation of the previously announced acquisition of
    BPC Holding Corporation, the Company's parent, by affiliates
    of the private equity firms Apollo Management, L.P. and Graham
    Partners and their affiliates;

  * the availability of sufficient funds to pay the total
    consideration with respect to all Notes, such funds to be
    raised from borrowing under a credit facility and sale of
    newly issued notes; and

  * the execution of a supplemental indenture on or prior to the
    acceptance date implementing the proposed amendments.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase and Consent
Solicitation Statement of the Company dated July 25, 2006, copies
of which may be obtained by contacting the information agent for
the offer:

     MacKenzie Partners, Inc.
     Telephone (212) 929-5500 (collect)
     Toll Free (800) 322-2885

Deutsche Bank Securities Inc. is the exclusive dealer manager and
solicitation agent for the tender offer and consent solicitation.
Additional information concerning the tender offer and consent
solicitation may be obtained by contacting Deutsche Bank
Securities Inc., at (212) 250-6008.

                      About Berry Plastics

Headquartered in Evansville, Indiana, Berry Plastics Corporation
-- http://www.berryplastics.com/-- manufactures and markets rigid
plastic packaging products.

                          *     *     *

As reported in the Troubled Company Reporter on July 3, 2006,
Moody's Investors Service placed the ratings for Berry Plastics
Corporation under review for possible downgrade in response to the
company's announcement that private equity firms Apollo
Management, L.P., and Graham Partners intend to acquire Berry and
its direct parent, BPC Holding Corporation, for approximately
$2.25 billion.

Moody's placed under review its B1 ratings on the Company's $150
million senior secured revolver maturing March 31, 2010, and $789
million senior secured term loan due December 2, 2011.  Moody's
also placed under review for possible downgrade its B3 rating on
the Company's $335 million 10.75% senior subordinated notes due
July 15, 2012, B3.  The Company's B1 Corporate Family Rating was
included as well.


BLOCKBUSTER INC: To Terminate EVP Christopher Wyatt's Employment
----------------------------------------------------------------
Blockbuster Inc. disclosed that as part of its ongoing efforts to
streamline its organization, it notified, on July 19, 2006, Mr.
Christopher J. Wyatt, Executive Vice President and President,
International, of its intention to terminate Mr. Wyatt's
employment agreement in accordance with the terms of a mutual
agreement.

Mr. Wyatt is expected to continue his services and to assist with
the transition of his responsibilities through the end of 2006.

Mr. Wyatt's responsibilities are expected to be assumed by
Mr. Nicholas P. Shepherd, Executive Vice President and President,
Blockbuster North America.  Mr. Wyatt's employment agreement is
expected to be terminated effective June 30, 2007.

Mr. Wyatt's agreement provides that, in connection with the
termination of his employment by Blockbuster other than for breach
and conditioned on Mr. Wyatt entering into a waiver of claims
against Blockbuster and its affiliated companies, he is entitled
to receive his salary and bonus compensation for up to 18 months
after the termination date, subject to mitigation after the first
six months following the termination date.

                       About Blockbuster

Blockbuster Inc. (NYSE: BBI, BBI.B) -- http://www.blockbuster.com/
-- is a global provider of in-home movie and game entertainment,
with more than 9,000 stores throughout the Americas, Europe, Asia
and Australia.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 15, 2006,
Moody's Investors Service affirmed Blockbuster Inc. long-term debt
ratings and its SGL-3 speculative grade liquidity rating.  Moody's
affirmed its B3 rating on the Company's Corporate family rating
and Senior secured bank credit facilities at B3.  Moody's also
affirmed its Caa3 rating on the Company's Senior subordinated
notes.

Standard & Poor's Ratings Services lowered, in November 2005, its
corporate credit and bank loan ratings on Blockbuster Inc. to 'B-'
from 'B' and the subordinated note rating to 'CCC' from 'CCC+'.
S&P said the outlook is negative.

Fitch downgraded, in August 2005, Blockbuster Inc.'s Issuer
default rating to 'CCC' from 'B+'; Senior secured credit facility
to 'CCC' from 'B+' with an 'R4' recovery rating; and Senior
subordinated notes to 'CC' from 'B-' with an 'R6' recovery rating.


BOSTON COMMS: Settles with Freedom Wireless to End Patent Lawsuit
-----------------------------------------------------------------
Boston Communications Group, Inc., and Freedom Wireless, Inc.,
signed a definitive settlement and license agreement settling
and dismissing, with prejudice, Freedom Wireless' patent
litigation against the Company and its carrier customers,
including its co-defendants.

"We are thankful to be able to end this chapter in the Company's
history, and we believe that the decision we've made to enter into
a settlement with Freedom Wireless is the most prudent path
forward to preserve and enhance the value of our business by
alleviating the risk our customers and other stakeholders might
have borne in the course of our continuing legal battle," said
E.Y. Snowden, the Company's president and CEO.  "With this
agreement, and our ability to offer the wireless industry Boston
Communications' best in class, 3GPP-compliant, Intelligent
Network-based Real-Time Billing platform together with the
protection of a license for the Freedom Wireless patents, we
believe the Company's competitive position is dramatically
enhanced, as evidenced by the 8-K filing disclosing a long-term
contract renewal."

The terms of the settlement and license agreements have been
finalized, and the settlement is conditioned upon the entry of
orders vacating certain orders and judgments in the U.S. District
Court for the District of Massachusetts.  The license agreement
allows the Company to continue business, including the sale of its
real-time prepaid billing product, without the burden of any
infringement claim by Freedom Wireless.  The license agreement
protects the Company's mobile operator customers, channel partners
and suppliers in connection with Boston Communications products,
services and technologies.  However, it does not resolve or settle
any claims, disputes or liabilities relating to the use or
infringement of the Freedom patents by mobile operators in
connection with any prepaid wireless system or service other than
services provided by the Company.

Pursuant to the settlement agreement, the Company will pay to
Freedom Wireless $55.3 million in full and final settlement of all
claims against the Company through June 30, 2006, including $12.6
million that will be a prepayment of royalties under the license
agreement.  The prepayment is anticipated to cover the Company's
royalty obligations to Freedom Wireless for the period from July
1, 2006, through approximately Feb. 28, 2007.  The total
settlement to be paid collectively by all of the defendants to
Freedom Wireless is $87 million.  As part of the settlement, the
Company's co-defendants have agreed to release Boston
Communications from its indemnification obligations to the
parties.

The license agreement enables the Company to provide mobile
operators real-time prepaid wireless services that are fully
licensed under the Freedom patents.  Pursuant to the license
agreement, the Company will be required to pay ongoing future
royalties for prepaid subscribers beginning on or about March 1,
2007, in accordance with the terms in the license agreement.  The
license agreement also provides for a contingent payment equal to
5 percent of any increase in the Company's average market
capitalization for the six months ending June 30, 2007, compared
to the six months ended June 30, 2006, payable in four quarterly
installments beginning Sept. 30, 2007.

"In terms of prepaid subscribers served, this license agreement
makes Boston Communications the largest Freedom Wireless
licensee," Mr. Snowden said.  "We believe that the protection this
license affords our customers will allow future pricing to
accommodate the cost of the royalties.  With our license of these
patents, and our industry leading Real-Time Billing features,
performance and flexibility, we look forward to reinforcing our
prepaid wireless leadership as the segment continues to grow."

the Company, its codefendants and Freedom have filed a Joint
Motion for Relief from Orders and Judgment in the District Court,
requesting the court to vacate certain orders, including vacating
the finding of willful infringement against the Company.  If the
District Court denies the joint motion, the settlement will not be
consummated; the parties have asked the District Court to rule on
this joint motion expeditiously.

                    Accounting Treatment

With respect to the accounting treatment of the Company's
$55.3 million cash payment, Boston Communications had previously
accrued a $64.3 million estimated loss related to the Freedom
litigation.  While the Company is still evaluating the accounting
treatment relating to the payments and obligations of the
Settlement and License Agreements, for the quarter ended June 30,
2006, the Company expects to reverse a portion of the previously
recorded loss, resulting in a net gain to operating income to
reflect the amount of settlement related to past damages.  The
royalty prepayment of $12.6 million is expected to be recorded as
an asset as of June 30, 2006, and amortized to expense over the
period from July 2006 through February 2007.  The Company expects
to finalize and report the accounting details of the settlement
and license agreement in its second quarter earnings release,
which is expected to be on July 28, 2006.  Absent the impact of
the settlement and license agreement on the Company's financial
statements as of June 30, 2006, the Company reiterates its
previous guidance of lower sequential revenues and a net loss for
the second quarter.

the Company's cash, cash equivalents and restricted cash totaled
$70.3 million as of March 31, 2006. Under the terms of the
Appeal Agreement with Cingular Wireless, the $41.9 million
restricted cash amount in escrow as of March 31, 2006, will
be applied toward the Company's settlement payment to Freedom.

                          Option Grants

The Staff of the Securities and Exchange Commission had contacted
Boston Communications by telephone regarding an informal inquiry
relating to certain option grants made between 1998 and 2002.  The
Board of Directors has retained outside counsel, which, along with
the Company, has begun to review its historical option grants
practices.  The results of that review will be reported by outside
counsel to a Special Committee of the Board.  The review is still
ongoing and the Special Committee is continuing to review these
matters.  Based on the investigation conducted to date, the actual
measurement dates for accounting purposes for certain stock option
grants during prior periods may differ from the recorded grant
dates for such awards.  As a result, the Company may need to
record additional non-cash charges for stock-based compensation
expense related to those prior periods, however, the impact of any
such compensation charges, if any, for any relevant fiscal period
has not been determined.

                    About Boston Communications

Based in Bedford, Massachusetts, Boston Communications Group, Inc.
-- http://www.bcgi.net/-- delivers innovative products and
services that enable mobile operators and MVNOs worldwide to
differentiate their offerings and increase market penetration
while reducing costs.  Founded in 1988, bcgi is identifying and
addressing new market needs with proven solutions, including
prepaid and postpaid billing, payments and access management.

                          *     *     *

                       Bankruptcy Warning

As reported in the Troubled Company Reporter on Nov. 11, 2005, the
potential outcome of the Freedom Wireless Litigation varies
greatly and could include any of the following:

    * If the injunction is not stayed or if security is required
      to be posted for royalties that exceed the Company's ability
      to pay, BCGI would need to negotiate a settlement and/or a
      license with Freedom Wireless or would likely seek
      protection under the U.S. Bankruptcy Code.

    * If the Appeals Court overturns the judgment of infringement,
      the Appeals Court could either rule that the Company would
      have no liability to Freedom Wireless or that the case would
      be returned to the District Court for a new trial on
      infringement.

    * If the Appeals Court overturns the judgment that the patents
      held by Freedom Wireless were valid or enforceable, BCGI
      would have no liability to Freedom Wireless, or the case
      could be returned to the District Court for a new trial on
      the issue of invalidity or unenforceability.

    * If the Appeals Court rules in favor of Freedom Wireless, the
      Company would need to seek protection under the U.S.
      Bankruptcy Code.

    * The parties may enter into a settlement agreement.


BOYD GAMING: Sells South Coast Hotel and Casino to Michael Gaughan
------------------------------------------------------------------
Boyd Gaming Corporation reached an agreement to sell the South
Coast Hotel and Casino to Michael Gaughan, for a purchase price
equal to the net proceeds from the sale of approximately 15.8
million shares of Boyd Gaming stock owned by Mr. Gaughan.

The Company disclosed that a minimum of 75% of the purchase price
will be paid in cash and that the agreement allows the Company to
purchase a maximum of 25% of Mr. Gaughan's shares.

The Company further disclosed that the cash proceeds from the sale
of South Coast will be used to repay a portion its outstanding
balance on its revolving credit facility.

The agreement also provides that South Coast cannot be sold for a
period of five years, other than to Boyd Gaming, and Boyd Gaming
retains the first right of refusal on the future sale for an
additional three years.

William S. Boyd, Chairman and Chief Executive Officer of Boyd
Gaming, commented, "Our merger in 2004 with Coast Casinos was one
of our most successful transactions ever, positioning our Company
as a leading Las Vegas locals operator.  While I will miss working
with Michael on a daily basis, I certainly understand his desire
to return to the day-to-day operations of a casino property,
something he has done most of his professional life.  In the end,
I believe this will be a win-win for both Michael and our
Company."

Michael Gaughan noted, "Our merger with Boyd Gaming two years ago
proved to be a very successful transaction for both companies.
Our Las Vegas Locals business experienced unprecedented growth
during that time.  That said, I now have a desire to return to an
entrepreneurial role as a casino operator.  I have been friends
with Bill Boyd for over 40 years and look forward to continuing
our friendship in the future."

                       About Boyd Gaming

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a diversified owner and operator
of 19 gaming entertainment properties located in Nevada, New
Jersey, Mississippi, Illinois, Indiana and Louisiana.  The Company
is also developing Echelon Place, a world class destination on the
Las Vegas Strip, expected to open in early 2010.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2006,
Standard & Poor's Ratings Services put a 'B+' rating to Boyd
Gaming Corp.'s $250 million senior subordinated notes due 2016 and
affirmed its existing ratings on the Company, including its 'BB'
issuer credit rating.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter on Jan. 27, 2006,
Moody's Investors Service assigned a B1 to Boyd Gaming
Corporation's new $250 million senior subordinated notes due 2016.

Fitch Ratings assigned a 'B+' rating to Boyd Gaming Corporation's
$250 million senior subordinated notes.


BREUNERS HOME: Trustee Taps Mcgrane Greenfield as Local Counsel
---------------------------------------------------------------
Montague S. Claybrook, the Chapter 7 Trustee overseeing the
liquidation of Breuners Home Furnishings Corp. and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the District of
Delaware for authority to employ Mcgrane Greenfield, L.L.P., as
his local counsel.

The Trustee says that Isabel Donovan, Debtor's former employee,
commenced an action in San Jose, California, before the Labor
Commissioner seeking damages of excess of $25,000 regarding a
post-petition wage claim.

The Trusts wants Mcgrane Greenfield to assist him in California
with respect to the Donovan Labor Action.  The Trustee discloses
that it wants to retain Mcgrane Greenfield because of its
familiarity with actions before the Labor Commissioner and
extensive experience in the field of bankruptcy law.

Bernard S. Greenfield, Esq., a partner at Mcgrane Greenfield,
tells the Court that he will bill $450 per hour for this
engagement.  Mr. Greenfield discloses that Marcia E. Gerston,
Esq., will be rendering services and will bill $350 per hour.

Mr. Greenfield assures the Court that his Firm does not hold any
interest adverse to the Debtors, its creditors or its estates.

Mr. Greenfield can be reached at:

     Bernard S. Greenfield, Esq.
     Mcgrane Greenfield, L.L.P.
     40 South Market Street, 2nd Floor
     San Jose, California 95113
     Tel: (408) 995-5600
     Fax: (408) 995-0308
     http://www.mghh.com/

Headquartered in Lancaster, Pennsylvania, Breuners Home
Furnishings Corp. -- http://www.bhfc.com/-- is one of the
largest national furniture retailers focused on the middle the
upper-end  segment of the market.  The Company and its debtor-
affiliates, filed for chapter 11 protection on July 14, 2004
(Bankr. Del. Case No. 04-12030).  Bruce Grohsgal, Esq., and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors.  Great American Group,
Gordon Brothers, Hilco Merchant Resources, and Zimmer-Hester were
brought on board within the first 30 days of the bankruptcy filing
to conduct Going-Out-of-Business sales at the furniture retailer's
47 stores.  The Bankruptcy Court converted the case to a Chapter 7
liquidation on Feb. 8, 2005.  Montague S. Claybrook serves as the
Chapter 7 Trustee.  Mr. Claybrook is represented by Michael G.
Menkowitz, Esq., at Fox Rothschild LLP.  When the Debtors filed
for chapter 11 protection, they reported more than $100 million in
estimated assets and debts.


BRICE ROAD: Court Values G.E. Credit's Collateral at $10.5 Mil.
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio valued
Brice Road Developments, L.L.C.'s apartment complex known as
Kensington Commons at $10.5 million after testimonies from the
experts hired by the Debtor and its secured creditor, General
Electric Credit Equities, Inc.

On February 13, 2006, General Electric Credit Equities, Inc. asked
the Court to value the property.  Around that time, the Debtor's
liability to GE was around $16.4 million excluding
default/contract interest, late charges, etc.  To date, default
interest of $569,761 and late charges of $44,645 arose under the
terms of the Debtor's mortgage with GE Capital.

In the event of a default, all obligations under the Mortgage
become due and payable immediately at the holder's option. GE
declares the full amount payable under the mortgage to be due and
payable.  Donald W. Mallory, Esq., at Dinsmore & Shohl LLP, in
Columbus, Ohio, said that is no equity cushion in the Kensington
Property.

Brice Road Developments, L.L.C., modified its First Amended Joint
Plan of Reorganization to reflect its proposed treatment of GE
Credit's claim.

As reported in the Troubled Company Reporter yesterday, the Debtor
told the Court 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 Feb. 1, 2043.
GE Credit will retain its lien on Kensington Commons and on
any other of Debtor's property securing its Allowed Claim.

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.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


CILCORP INC: Moody's Downgrades Senior Unsec. Debt Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Union Electric
Company; Central Illinois Public Service Company; CILCORP Inc.;
and Central Illinois Light Company.  Moody's also downgraded Union
Electric Company's short term rating for commercial paper to
Prime-2 from Prime-1.  Moody's confirmed the ratings of Ameren
Corporation and Illinois Power Company.

The rating of AmerenEnergy Generating Company is unaffected.
The rating outlook is negative for Ameren Corporation, Central
Illinois Public Service, CILCORP, Central Illinois Light, and
Illinois Power.  The rating outlook is stable for Union Electric
and AmerenEnergy Generating.  This action concludes a review for
possible downgrade that was initiated on December 15, 2005.

The downgrade of Central Illinois Public Service, CILCORP, and
Central Illinois Light reflects:

   1) A difficult political and regulatory environment for
      electric utilities in the state of Illinois, with rate
      increases being sought to recover purchased power costs
      that are expected to increase sharply starting on January
      1, 2007. The Governor, the Attorney General, and some
      members of the state legislature have expressed strong
      opposition to Ameren's power procurement plans for its
      Illinois utilities, and the company has acknowledged that
      a portion of the rate increase may be deferred.

   2) Moody's expectation that the outcome will involve a
      material regulatory deferral of recovery of higher power
      procurement costs, which will weaken the financial
      performance of the utilities for at least several years.
      A lengthy deferral would result in increased debt balances
      and raise concern about the ultimate full recovery of these
      costs.

In addition to these factors, the two notch downgrade of Central
Illinois Public Service Company's ratings represents a narrowing
of the notching among Ameren's Illinois utility subsidiaries,
which Moody's believes are being operated as a single system with
similar credit profiles for CIPS, CILCORP, and IP.  It also
reflects the expiration of the utility's below market power
purchase agreement with AmerenEnergy Generating on December 31,
2006.

The downgrade of Union Electric Company reflects:

   1) Weaker financial metrics due to higher operating costs and
      large capital expenditures for environmental compliance,
      and the expectation that financial ratios will continue to
      be weak for the previous rating level through 2007.  Union
      Electric has recently filed for a rate increase in Missouri
      to address these higher costs, the outcome of which will be
      important to the maintenance of the utility's credit
      profile.

   2) The likelihood that if the operating cash flow of Ameren's
      Illinois utilities declines, Ameren may need to rely on its
      Missouri and unregulated operations for a larger share of
      upstreamed dividends to meet parent company obligations.

The confirmation of Illinois Power's ratings reflects Moody's
expectation that the current level of proposed deferrals will
result in financial ratios that would be consistent with low
investment grade ratings for Ameren's three utility operating
subsidiaries in Illinois.  It also considers the operating and
financial improvements Ameren has made at Illinois Power since it
was acquired from Dynegy several years ago, as well as the new
credit facility and money pool arrangement in place with
affiliated companies Central Illinois Public Service, CILCORP, and
Central Illinois Light.

The confirmation of Ameren Corp.'s ratings reflects consolidated
financial metrics that are expected to remain consistent with its
Baa1 rating, the low level of debt at the parent company level,
and the recent execution of a bank facility at its Illinois
utilities as part of arrangements to provide separate credit
arrangements for these companies, and removal of cross default
provisions under the Ameren credit facility.  The confirmation of
Ameren Corp.'s rating considers that its unregulated generating
subsidiaries are expected to generate higher cash flow after below
market contracts with the Illinois utility affiliates expire on
December 31, 2006.

The rating of AmerenEnergy Generating Company is unchanged and
considers its competitive, low cost generating portfolio, upside
potential beyond Jan. 1, 2007 when contracts to sell power expire
and the company can benefit from higher market prices, and the
company's reduced leverage following the retirement of $225
million of long-term debt in November 2005.

The negative rating outlook on Ameren and its Illinois utility
subsidiaries reflects continued uncertainty about the outcome
of the power supply auction, the level of increase for power
purchase costs, and the full and timely recovery of these higher
costs.  It also reflects the possibility that consolidated
financial metrics could deteriorate further if deferrals are
larger than anticipated or if the rate freeze in Illinois is
extended.

Ratings downgraded include:

Union Electric Company

   * senior secured debt to A2 from A1;

   * Issuer Rating to A3 from A2; and

   * short-term rating for commercial paper to Prime-2 from
     Prime-1;

Central Illinois Public Service Company

   * senior secured debt to Baa2 from A3,

   * senior unsecured debt and Issuer
     Rating to Baa3 from Baa1, and

   * short-term rating for remarketed securities to VMIG 3 from
     VMIG 2;

CILCORP, Inc.

   * senior unsecured debt to Ba1 from Baa3;

Central Illinois Light Company

   * senior secured debt to Baa1 from A3; and
   * Issuer Rating to Baa2 from Baa1.

Ratings confirmed include:

Ameren Corp.

   * senior unsecured debt at Baa1, and
   * short-term rating for commercial paper at Prime-2;

Illinois Power Company

   * senior secured debt at Baa2, and
   * Issuer Rating at Baa3.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
Union Electric Company, Central Illinois Public Service Company,
CILCORP Inc., Central Illinois Light Company, Illinois Power
Company, and Ameren Energy Generating Company.


CNC: Fitch Holds Junk Rating on $7.8 Million Class D Certificates
-----------------------------------------------------------------
Fitch Ratings upgrades CNC's pass-through certificates, series
1994-1 classes to:

    -- $8.4 million class B to 'AAA' from 'BB+';

    -- $7.8 million class C to 'BB' from 'B'.

$7.8 million class D remains at 'CCC/DR1'.  Classes A-1 through A-
3 have paid in full.

The upgrades reflect increased subordination levels due to
scheduled amortization and paydown as well as the disposition of a
real estate owned asset in February 2006 with no loss to the
trust.  As of the July 2006 distribution date, the pool's
aggregate certificate balance has decreased 87.5%, to $24.1
million from $192.1 million at issuance.  Of the original 68
credit-tenant leases (CTLs) in the pool, 14 remain outstanding.

There are currently only four credit tenants:

    * Kmart (74.4%),
    * Food Lion (21.2%),
    * Winn-Dixie (2.7%) and
    * Walgreens (1.7%).

The ratings of credit tenant lease transactions are highly
sensitive to the movements of the corporate credit ratings of the
underlying tenants.

Sears Holding Company, the credit tenant with the largest exposure
in the pool, is rated 'BB' with a Stable Outlook by Fitch.


COI MIDWEST: Wants to Borrow $100,000 from Delaware Capital
-----------------------------------------------------------
COI Midwest Investments LLC asks the U.S. Bankruptcy Court for the
Central District of California for permission to borrow $100,000
from Delaware Street Capital, L.P., and Delaware Street Capital
II, L.P., on a secured basis.

Delaware Street Capital holds a 95% interest in the Debtor while
Delaware Street Capital II holds the remaining 5% interest.

David B. Golubchik, Esq., at Levene, Neale, Bender, Rankin &
Brill, LLP, tells the Court that the Debtor's primary asset is a
real property located at 900 South Turnbull Canyon Road, City of
Industry, California.  The Property is being leased to Prime
Measurement Products, Inc.  The Debtor says that before it filed
for bankruptcy, Prime had ceased making payments.  The fact that
the lease payments constitute the Debtor's sole source of
operating revenue, the Debtor was unable to service its secured
debt.

The Debtor believes that the value of the Property, which is
around $14 million, is substantially in excess of the asserted
secured liabilities.  The Debtor owes around $8 million to its
secured creditors and around $2 million to its unsecured
creditors.  As a result, the Debtor believes that all allowed
claims would be paid in full.  The Debtor, therefore, commenced
its chapter 11 cases to avoid actions by its secured creditor to
foreclose on the Property and to preserve the Property's value for
the benefit of the Debtor's estate and its creditors.  Through its
chapter 11 case, the Debtor intends to sell the Property to the
highest bidder.  The proceeds of the sale will be utilized to pay
all creditor claims.

According to Mr. Golubchik, due to Prime's failure to pay rent to
the Debtor, the Debtor had no cash before its bankruptcy filing to
fund a retainer to its bankruptcy counsel or to the counsel who
will assist the Debtor in its dispute with Prime.  In addition,
the Debtor currently has no cash, other than a small $1,000
capital contribution to open a debtor-in-possession bank account,
to fund ordinary and necessary expenses related to the bankruptcy,
including without limitation, the U.S. Trustee quarterly fees.

Fortunately, Mr. Golubchik says, the Debtor's equity holders have
agreed to lend the Debtor the money.   The financing will be
secured by all of the Debtor's assets excluding avoidance causes
of action.  The loans will be junior to the Debtor's existing loan
in favor of The Finova Group Inc.  The loans will be due and
payable on the earlier of:

   (a) closing date of the sale of the Property;

   (b) confirmation of a plan of reorganization;

   (c) conversion of the Debtor's case to a chapter 11 liquidation
       proceeding;

   (d) appointment of a chapter 11 trustee;

   (e) six months after the Court approves the loan.

Interest on the unpaid balance will accrue at a rate equal to the
Prime Rate plus 6% per annum.

Upon approval of the financing, the Debtor plans to pay a $50,000
postpetition retainer to Levene, Neale, Bender, Rankin & Brill,
LLP, its proposed bankruptcy counsel and a $10,000 postpetition
retainer to Klein & Wilson, its proposed special litigation
counsel.  The remaining $40,000 will be used for postpetition
operations.

Headquartered in the City of Industry, California, COI Midwest
Investments LLC leases its real property in Canyon Road.  The
Company filed for bankruptcy protection on June 1, 2006 (Bankr.
C.D. Calif. Case No. 06-12329).  Ron Bender, Esq., and David B.
Golubchik, Esq., at Levene, Neale, Bender, Rankin & Brill, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it reported assets amounting between
$10 million and $50 million and debts aggregating between
$1 million and $10 million.


COLLINS & AIKMAN: Huron Wants to Recover Tooling
------------------------------------------------
Huron Mold and Tools, Ltd., and Huron Model and Gauge asks the
U.S. Bankruptcy Court for the Eastern District of Michigan to lift
the automatic stay to repossess certain Tooling from Collins &
Aikman Corporation and its debtor-affiliates.  In the alternative,
the Huron Companies ask the Court to compel the Debtors to provide
them with adequate protection to protect their interests.

The Huron Companies delivered various tooling for the Debtors
prior to their bankruptcy filing.  The Debtors use the Tooling to
produce parts for many of the Debtors' vehicle programs, including
acoustic insulators for M-class Mercedes, cargo mats for the GMC
Hummer, engine insulators for the Ford CD338 platform including
Ford Fusion and Lincoln Zephyr, and dash insulators for the Subaru
Tribeca.

Ryan D. Heilman, Esq., at Schafer and Weiner, PLLC, in Bloomfield
Hills, Michigan, relates that the Debtors currently owe no less
than $1,293,326 to Huron Model and $202,800 to Huron Mold, for a
total amount of $1,496,126, plus interest and applicable fees and
charges, for the Tooling.

The Huron Companies have first priority statutory liens on the
Production Tooling, Mr. Heilman asserts.  The Huron Companies
requested adequate protection from the Debtors but they failed
and refused to make any offer to do adequately protect Huron's
interest in the Tooling, he notes.

Mr. Heilman states that the Huron Companies lack sufficient
information to predict when the Tooling will become obsolete and
lose all value, although they know that the value of the Tooling
is decreasing.  The Debtors have not provided them with critical
information disclosing the number of parts that have already been
produced with the Tooling or any information concerning the total
number of parts the Debtors expect to produce with the Tooling.
The Huron Companies have no other source or available means to
obtain this information, Mr. Heilman explains.

Furthermore, the Debtors have not disclosed to the Huron
Companies the expected duration of the programs for which the
Tooling was used.  It is very possible that at least some of the
Programs are now nearing conclusion.

"The environment of a cash-starved, unprofitable parts producer
creates conditions making it likely that the Tooling may be
misused and not properly maintained or insured," Mr. Heilman
says.

Mr. Heilman asserts that the continued use of the Tooling, even
if they are properly maintained and not misused, will eventually
result in damage to the Tooling, requiring repairs and impairing
their value.

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: White Knight's Schedules of Assets & Debts
---------------------------------------------------------------
White Knight Holdings, Inc., and its debtor-affiliates, delivered
to the U.S. Bankruptcy Court for the Western District of Louisiana
their schedules of assets and liabilities, disclosing:

                          White Knight Holdings
                          ---------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property          $35,219,490
  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                      $35,219,490        $371,348,118


                        White Knight Broadcasting
                        -------------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property          $35,228,794
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,449,541
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                  $77,600
     Unsecured Nonpriority
     Claims
                                -----------        ------------
     Total                      $35,228,794        $371,527,141


                 White Knight Broadcasting of Shreveport
                 ---------------------------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property           $1,605,415
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,348,118
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                  $53,413
     Unsecured Nonpriority
     Claims
                                 ----------        ------------
     Total                       $1,605,415        $371,401,531

                White Knight Broadcasting of Baton Rouge
                ----------------------------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property          $21,782,435
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,348,118
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                 $378,777
     Unsecured Nonpriority
     Claims
                                -----------        ------------
     Total                      $21,782,435        $371,726,895


                  White Knight Broadcasting of Longview
                  -------------------------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                 $402,986
  B. Personal Property           $8,909,341
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,348,118
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                 $198,828
     Unsecured Nonpriority
     Claims
                                 ----------        ------------
     Total                       $9,312,327        $371,546,946


                White Knight Broadcasting of Natchez
                ------------------------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property           $2,519,912
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $371,348,118
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                  $92,603
     Unsecured Nonpriority
     Claims
                                 ----------        ------------
     Total                       $2,519,912        $371,440,721

                       About White Knight

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

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

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

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

             About Communications Corp. of America

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


COMPLETE RETREATS: Gets Interim Access to Cash Collateral
---------------------------------------------------------
The Honorable Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut authorized Complete Retreats LLC and its
debtor-affiliates, on an interim basis, to use the cash collateral
securing their obligations to The Patriot Group, LLC, and LLP
Mortgage, Ltd., assignee of Beal Bank, S.S.B.

Each of the Lenders will have priority in payment to the extent
their liens on and security interests in the Collateral or any
other form of adequate protection of their interests is
insufficient, as a result of any postpetition diminution in the
value of their existing liens on the Collateral.

As further adequate protection, the Debtors are permitted to pay
to the Lenders each month (i) the reasonable attorneys' fees and
expenses incurred by each Lender in connection with the Debtors'
cases and the Existing Loans, and (ii) accrued interest on the
Existing Loans.

Any action, claim or defense challenging the extent, priority,
avoidability, or enforceability of the Debtors' obligations or the
liens granted to the Lenders must be filed:

    (a) by any official committee -- and no other party -- within
        60 days from its formation; or

    (b) by any party-in-interest with requisite standing -- in
        the event no committee is appointed within 30 days from
        the Debtors' bankruptcy filing -- on or before October 9,
        2006.

The Court will convene a final cash collateral hearing on
August 15, 2006, at 2:00 p.m.

Before the Court entered the Interim Cash Collateral Order, the
United States Trustee opposed the Debtors' request contending that
the Debtors should clarify that they have not granted any liens on
avoidance actions.

The U.S. Trustee asserted that since no committee has been
appointed, no schedules have been filed, and it has not had an
opportunity to review the underlying financing documents, it is
premature for the Court to enter a final order on the Debtors'
Cash Collateral Motion.

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.  No estimated assets have been listed
in the Debtors' schedules, however, the Debtors disclosed
$308,000,000 in total debts.  (Complete Retreats Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000).


COMPLETE RETREATS: Can Borrow Up to $4.9 Million from Patriot
-------------------------------------------------------------
The Honorable Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut authorized Complete Retreats LLC and its
debtor-affiliates, on an interim basis, to borrow up to $4,900,000
of the debtor-in-possession financing pledged by The Patriot Group
LLC, as lender and agent, and LPP Mortgage, Ltd.

The Court overruled all objections to the Debtors' request for
entry of the Interim DIP Order, to the extent not withdrawn.

Judge Shiff also authorized the Debtors to remit to Patriot the
first $1,480,139 advanced by the DIP Lenders to pay for the loan
Patriot extended to the Debtors on July 18, 2006, in accordance
with the parties' prepetition Amended and Restated Master Loan
Agreement.  The Debtors' payment will be indefeasible in all
respects.

The DIP Lenders are granted senior liens and security interests
on the Debtors' assets.

The Court approved a Carve-Out for:

      * U.S. Trustee fees pursuant to 28 U.S.C. Sec. 1930(a)(6);
      * Clerk of Court fees;
      * professional fees, up to $900,000; and
      * unpaid business payroll expenses, up to $400,000.

Judge Shiff held that no Lender consent will be required with
respect to the disposition of property secured by the first
priority liens of Cabo Resort Investing, LLC, DG Capital, LLC,
and Bar-K, Inc.

Judge Shiff ruled that Debtor Complete Retreats, LLC, as sole
member of DR Abaco, LLC, will cause DR Abaco to comply in all
respects with the negative covenants set forth in its operating
agreement, as amended, and will not further amend the DR Abaco
Operating Agreement without Patriot's prior written consent.

Judge Shiff will convene a final hearing on the Debtors' DIP
Financing Motion on August 15, 2006, at 2:00 p.m.  Objections
must be filed by August 10.

A full-text copy of the Interim DIP Order is available at no
charge at http://researcharchives.com/t/s?e80

Before the Court entered the Interim DIP Order, the United States
Trustee opposed the Debtors' request, contending that, the Debtors
should clarify that they have not granted any liens
on avoidance actions.

The U.S. Trustee argues that it would be premature for the
Court to enter a final order on the Debtors' DIP Financing Motion
since no committee has been appointed, no schedules have been
filed, and it has not had an opportunity to review the underlying
financing documents.

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.  No estimated assets have been listed
in the Debtors' schedules, however, the Debtors disclosed
$308,000,000 in total debts.  (Complete Retreats Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000).


CONSTELLATION BRANDS: Agrees to Joint Venture with Grupo Modelo
---------------------------------------------------------------
Constellation Brands, Inc., reached a new agreement with Grupo
Modelo, S.A. de C.V. to create a joint venture for importing and
marketing Modelo's Mexican beer portfolio in the U.S and Guam for
a 10-year period, effective Jan. 2, 2007.

The joint venture board will consist of directors half from the
Company and half from Grupo Modelo, including the Company's
Chairman and Chief Executive Officer Richard Sands and Grupo
Modelo Chairman and Chief Executive Officer Carlos Fern ndez.  The
joint venture will be headquartered in Chicago and led by beer
industry veteran, Bill Hackett, president of the Company's Barton
Beers group.

"We are pleased with the creation of this joint venture and
believe that it offers Modelo brands excellent long-term growth
opportunities in the United States with the establishment of a
unified import system," stated Carlos Fern ndez. "Constellation
Brands has demonstrated its commitment to our brands for more than
a quarter-of-a-century and we could not ask for a better partner
to work with us in the U.S.  This agreement allows Grupo Modelo to
move to a single importer, which will create strategic alignment
across the nation and the ability to create even more growth in
one of the world's most dynamic beer markets.  The joint venture
will benefit from the existing momentum and popularity of our
brands with consumers, add value to our business and expand our
mutual relationship, which dates from 1978."

"We're delighted about bringing together two companies with proven
entrepreneurial cultures in a collaborative effort to take the
Modelo portfolio to its next level of development in the U.S.,"
said Richard Sands.  "This is a unique opportunity for Grupo
Modelo and Constellation Brands to build a business alliance that
was never before possible, and to build it in such a way that the
joint venture will seek to maximize the future growth potential
for the top Mexican beer portfolio.  We believe the JV will have
unsurpassed people, processes, expertise and retailer and consumer
insights that will enable us to effectively and creatively expand
the business."

The Company disclosed that it expects the joint venture be
operational on, Jan. 2, 2007, and the new agreement runs through
Dec. 31, 2016 and further that subject to the brand owners'
approval, its national rights to import St. Pauli Girl and
Tsingtao into the U.S. will be part of the joint venture.

                        About Grupo Modelo

Founded in 1925, Grupo Modelo (MX: GMODELOC) is in the production
and marketing of beer in Mexico, with 62.8% of the total domestic
and export market share, as of Dec. 31, 2005.  The company has
seven brewing plants in Mexico, with a total annual installed
capacity of 52.0 million hectoliters.  It currently brews and
distributes 12 brands; Corona Extra, the number one Mexican beer
in the world, Corona Light, Modelo Especial, Victoria, Pacifico,
Negra Modelo among others.  The company exports five brands with a
presence in more than 150 countries, and it is the exclusive
importer of Anheuser-Busch products in Mexico.

                    About Constellation Brands

Constellation Brands, Inc. (NYSE:STZ, ASX:CBR), --
http://www.cbrands.com/-- is an international producer and
marketer of beverage alcohol brands with a broad portfolio across
the wine, spirits and imported beer categories.  Well-known brands
in Constellation's portfolio include: Almaden, Arbor Mist,
Vendange, Woodbridge by Robert Mondavi, Hardys, Goundrey, Nobilo,
Kim Crawford, Alice White, Ruffino, Kumala, Robert Mondavi Private
Selection, Rex Goliath, Toasted Head, Blackstone, Ravenswood,
Estancia, Franciscan Oakville Estate, Inniskillin, Jackson-Triggs,
Simi, Robert Mondavi Winery, Stowells, Blackthorn, Black Velvet,
Mr. Boston, Fleischmann's, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Corona
Extra, Corona Light, Pacifico, Modelo Especial, Negra Modelo, St.
Pauli Girl, Tsingtao.

                           *     *     *

As reported in the Troubled Company Reporter on June 19, 2006,
Moody's Investors Service assigned a Ba2 rating to Constellation
Brands, Inc.'s new $3.5 billion secured credit facility, which
replaced its $2.9 billion secured credit facility.  The $1.3
billion incremental add-on facility, which was proposed at the
time of the Vincor International Inc. acquisition announcement,
was never executed and the rating has been withdrawn.
Constellation's existing ratings are not affected by these
actions, and have been affirmed.  The ratings outlook remains
negative.

Moody's affirmed its Ba2 ratings on the Company's Corporate Family
Rating, $200 million 8.625% senior unsecured notes, due 2006, $200
million 8% senior unsecured notes, due 2008, GBP 80 million 8.5%
senior unsecured notes, due 2009, and GBP 75 million 8.5% senior
unsecured notes, due 2009.  Moody's also affirmed its Ba3 rating
on the Company's $250 million 8.125% senior subordinated notes,
due 2012.


CONSUMERS ENERGY: Sells Midland Cogen Interests for $60.5 Million
-----------------------------------------------------------------
Consumers Energy, the principal subsidiary of CMS Energy, has
reached an agreement to sell the utility's interests in the
1,500-megawatt Midland Cogeneration Venture to GSO Capital
Partners and Rockland Capital Energy Investments for
$60.5 million.

Consumers Energy owns 49% of the MCV Partnership, which leases and
operates the facility near Midland, Michigan.  Consumers Energy
also indirectly owns 35% of the facility and along with the other
owners leases the facility to the MCV Partnership.

The sales agreement calls for GSO and Rockland to purchase all of
the Michigan utility's interests.  GSO and Rockland also will
provide Consumers Energy a financial guarantee to back certain
contingent obligations.

Consumers Energy is the main customer for the MCV's electricity
output.  The utility's contract to purchase power from the plant,
and the associated customer rates, are not affected by the sale.

The sale is the result of a competitive process.  Proceeds from
the sale will be used to reduce debt at the utility, following a
review by the Michigan Public Service Commission.

CMS Energy said if the sale closes this fall, as expected, it
would boost 2006 cash flow by about $56 million and reduce 2006
reported and adjusted earnings by about 4 cents per share.  The
Company said it is maintaining its guidance for 2006 adjusted
earnings, excluding mark-to-market impacts, of about $1 per share.
CMS Energy does not provide specific reported earnings guidance
because of the uncertainties associated with the expected reversal
of mark-to-market gains and losses from potential asset sales.

The natural gas-fired MCV facility can produce up to 1,500
megawatts of electricity and up to 1.35 million pounds per hour of
industrial steam. It began commercial operation in 1990.

Sustained high natural gas prices led the MCV Partnership to
reevaluate the economics of the facility last year.  Those high
gas prices also led Consumers Energy to examine several long-term
alternatives for its MCV interests, including a competitive sale.

David Joos, the president and chief executive officer of CMS
Energy, said the sale of the MCV interests reduces CMS Energy's
financial risk.  "This sale will reduce our exposure to sustained
high natural gas prices and allow us to pay down debt at the
utility at a time when interest rates are rising," he said.

J.P. Morgan Securities Inc. served as financial advisor for
Consumers Energy and managed the competitive sale process.

                      About GSO Capital

GSO Capital Partners LP is an investment advisor specializing in
the leveraged finance marketplace.  Funds managed by GSO invest in
a broad array of assets including private equity securities,
mezzanine securities and leveraged loans.  The firm has
approximately $5 billion in assets under management and has over
90 professionals in New York, London and Houston.

                     About Rockland Capital

Rockland Capital Energy Investments is a private energy investment
company founded in 2003 to focus on the acquisition, development
and optimization of companies and projects in the North America
and European energy sectors.

                   About Midland Cogeneration

Midland Cogeneration Venture was formed in 1987 to convert a
portion of an uncompleted Consumers Energy's nuclear unit into a
natural gas-fired cogeneration facility.

                  About Consumers Energy Company

Headquartered in Jackson, Michigan, Consumers Energy Company --
http://www.consumersenergy.com/-- a wholly owned subsidiary of
CMS Energy Corporation, is a combination electric and natural gas
utility that serves more than 3.3 million customers in Michigan's
Lower Peninsula.

                           *     *     *

As reported in the Troubled Company Reporter on April 4, 2006,
Fitch assigned a rating of 'BB+' to Consumers Energy Company's
$300 million 364-day revolving credit facility.  Fitch said the
rating outlook is stable.


CROWN HOLDINGS: S&P Affirms BB- Rating on $1.5 Billion Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating and
its '2' recovery rating on Crown Holdings Inc.'s existing
$1.5 billion credit facilities including its proposed $200 million
add-on senior secured term loan B due 2012.

The bank loan rating is the same as the corporate credit rating;
this and the recovery rating of '2' indicate that lenders can
expect substantial (80% to 100%) recovery of principal in the
event of a payment default.  The ratings on the add-on term loan B
are based on preliminary terms and are subject to review of final
documentation.

The borrower for the add-on term loan B is Crown Americas LLC and
proceeds from the term loan B, which is being added through an
amendment to Crown's existing credit facilities, will be initially
used to pay down the revolving credit facility, and subsequently
to fund share repurchases and meet pension payments.

The corporate credit rating on Crown is 'BB-'.  The rating outlook
is stable.  Philadelphia, Pennsylvania-based Crown's total debt
was $3.6 billion at March 31, 2006.

"The ratings reflect Crown's satisfactory business risk profile,
characterized by market leadership, global operations, and
relative earnings stability.  Nevertheless, the financial profile
remains highly leveraged, and the company continues to face risks
associated with asbestos litigation," said Standard & Poor's
credit analyst Liley Mehta.

Ratings List:

  Crown Holdings Inc.:

    * Corporate credit rating: BB-/Stable/B-1
    * Senior unsecured debt: B

  Crown Americas LLC and Crown Americas Capital Corp.:

    * $410 million revolving credit facility due 2011: BB-
      (Recovery rtg: 2)

    * $365 million term loan B due 2012: BB- (Recovery rtg: 2)

    * $500 million senior unsecured notes due 2013: B

    * $600 million senior unsecured notes due 2015: B

  Crown European Holdings S.A.:

    * $350 million revolving credit facility due 2011: BB-
      (Recovery rtg: 2)

    * $350 million term loan B due 2012: BB- (Recovery rtg: 2)

    * EUR460 mil. first-priority sr. secured notes due 2011: BB-

    * Recovery rating: 2

  Crown Metal Packaging Canada L.P.:

    * $40 million revolving credit facility due 2011: BB-
      (Recovery rtg: 2)

  Crown Cork & Seal Finance PLC:

    * Senior unsecured debt: B


CUMMINS INC: Inks Agreement to Manufacture New Engines
------------------------------------------------------
Cummins Inc. has reached agreement with a major automotive
manufacturer serving the North American market to produce and
market a light-duty, diesel-powered engine.  For competitive
reasons, Cummins' original equipment manufacturer partner in the
venture has asked to remain confidential.

As part of the agreement, Cummins will develop and manufacture a
family of high-performance, light-duty diesel engines for a
variety of automotive applications in vehicles below 8,500 pounds
gross vehicle weight, including standard pickup trucks and sport
utility vehicles.  Certain bus, marine and industrial applications
also will be served by this engine family.

The first vehicles with this engine are expected to be ready for
market by the end of the decade.  Cummins anticipates that this
diesel engine will provide an average of 30 percent fuel savings,
depending on the drive cycle, over gasoline-powered engines for
comparable vehicles.

The concept for this product is the result of a nine-year
partnership between Cummins and the U.S. Department of Energy.
The DOE contract began in 1997 because of the federal agency's
ongoing interest in energy efficiency in the automotive market.

"This agreement gives the driving public an even greater
opportunity to experience the benefits of a new class of vehicles
powered by a high-performance, fuel-efficient, clean diesel engine
made by Cummins," said Tim Solso, Cummins Chairman and Chief
Executive Officer.  "This line of diesel engines also will fuel
the growth of an exciting new market in which Cummins does not
currently participate."

Cummins has not yet selected a manufacturing site for the new
engine, but after an extensive search has narrowed the candidates
to a short list of states.

"Cummins is looking for a community that has a cost-competitive,
suitable facility and the right resources available," said Jim
Kelly, President of the Engine Business.  "We also will seek state
and local economic incentives from the states that are candidates
for this business."

Cummins expects to have added 600 new jobs approximately two years
after product launch.  Further growth will depend on volumes.

                          About Cummins

Headquartered in Columbus, Indiana, Cummins Inc. --
http://www.cummins.com/-- is a corporation of complementary
business units that design, manufacture, distribute and service
engines and related technologies, including fuel systems,
controls, air handling, filtration, emission solutions and
electrical power generation systems.  Cummins serves customers in
more than 160 countries through its network of 550 Company-owned
and independent distributor facilities and more than 5,000 dealer
locations.

                         *     *     *

Cummins' Junior Convertible Subordinated Debentures carry Fitch's
'BB' rating with a stable outlook.

As reported in the Troubled Company Reporter on May 11, 2006,
Moody's Investors Service raised Cummins' convertible preferred
stock rating to Ba1 from Ba2 and withdrew the company's SGL-1
Speculative Grade Liquidity rating and its Ba1 Corporate Family
Rating.


DELPHI CORP: Court Says Cindy Palmer Can Proceed with Appeal
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
lifts the automatic stay for the sole and limited purpose of
allowing Cindy Palmer, personal representative of the estate of
Michael Palmer, deceased, to prosecute to decision her appeal
pending in the Michigan Court of Appeals to determine whether
Delphi Automotive Systems, LLC, et al., was rightfully dismissed
from the underlying action.

Ms. Palmer will not be permitted to take any other action in
connection with this matter without further Court order.  The
automatic stay will remain in full force and effect for every
other purpose.

Delphi Corporation and its debtor-affiliates had asked the Court
to deny Ms. Palmer's lift stay plea because the continuation of
the Palmer litigation will directly affect them and their estates.

The Debtors initially believed that the insurance policies under
which Cindy Palmer's claim arose had been assumed pursuant to a
court order authorizing renewal of insurance coverage.  The
Debtors subsequently determined that because the event that gave
rise to Ms. Palmer's appeal occurred prior to the January 1, 1999
spin-off of Delphi from General Motors Corp., the Debtors'
policies that were assumed pursuant to the Insurance Order do not
cover the Palmer Claim.

After further investigation, the Debtors also discovered that in
fact they do not have insurance for the first $1,000,000 of
liability related to the claim.  The excess insurance that the
Debtors have that may cover the Palmer action covers only any
liability in excess of $1,000,000.  Therefore, the first
$1,000,000 of any liability that may arise as a result of the
Palmer litigation would be borne directly by the Debtors'
estates.

The Debtors also pointed out that although the Palmer Appeal is in
advanced stages, if the Michigan Court of Appeals were to reverse
the trial court's decision, the litigation would once again be
active.  Under that scenario, the Debtors would be unnecessarily
distracted and valuable resources that would otherwise be
allocated to the administering of the estate would be wasted.

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)


ENRON CORP: PACE Union Members' Claim Allowed for $309,926
----------------------------------------------------------
Before Enron Corporation and its debtor-affiliates filed for
bankruptcy, Debtor Garden State Paper Company, LLC, was a party to
three collective bargaining agreements covering employees at its
paper mill and recycling facilities in Garfield, Paterson, and
Carteret, New Jersey.

On October 9, 2002, the Paper, Allied-Industrial, Chemical &
Energy Workers International Union and its Local I-300 union
filed Claim No. 7526 against GSP, asserting various unliquidated
claims arising from alleged violations of the PACE CBAs in an
unliquidated amount of $522,564.

On October 17, 2002, PACE filed Claim No. 20269 for $911,125
against GSP asserting various unliquidated claims arising from
alleged violations of the PACE CBAs.

On March 10, 2005, GSP objected to Claims Nos. 7526 and 20269.

The parties subsequently entered into a stipulation to resolve
their dispute.  They agree that:

   (1) PACE will withdraw with prejudice Claim Nos. 7526 and
       20269.  GSP will withdraw its objections to the Claims;

   (2) claims of 182 PACE-represented employees, for whose
       benefit PACE filed the claims, will allowed in the
       aggregate of $309,926; and

   (3) PACE will waive and release the Reorganized Debtors and
       their estates from all claims, with the exception of the
       Allowed Employee Claims.

The Allowed Employee Claims include:

                                   Allowed
     Employee Name                  Amount
     -------------                  ------
     William Boes                   $3,253
     Francis Buds                    3,444
     Richard Chmielewski             2,862
     Peter Corrado                   3,358
     David Curtis                    2,671
     Edward Dyle                     3,921
     Floyd Gee                       3,342
     Robert Horvath                  2,669
     Robert Junoa                    2,763
     Ronald Longstaff                $3336
     Corneuus Maloney                3,554
     Samuel Mcgee                    3,352
     Kevin Mcloughlin                3,367
     Pandy Michaels                  2,817
     Joseph Olechowski               2,925
     Michael Porcaro                 2,843
     Robert R. Roskam                2,488
     Thomas Slota                   82,827
     Witold Soszynski                3,664
     William Swift                   2,405

The U.S. Bankruptcy Court for the Southern District of New York
approved the parties' stipulation.

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


ENRON CORP: Court Approves Lewis & Fisherv Settlement Agreement
---------------------------------------------------------------
The Honorable Alberto Gonzalez of the U.S. Bankruptcy Court for
the Southern District of New York approves the settlement
agreement among Reorganized Enron Corporation and its debtor-
affiliates and Lewis & Clark College and Fiserv Securities, Inc.,
now known as NF Clearing, Inc.

According to Richard L. Wasserman, Esq., at Venable LLP, in
Baltimore, Maryland, Enron Corp., in 2001, transferred over
$1,000,000,000 to various entities to prepay or redeem, prior to
the stated maturity date, commercial paper that it had previously
issued.

On Nov. 6, 2003, Enron filed Adversary Proceeding No. 03-92667,
styled Enron Corp. v. J.P. Morgan Securities Inc., et al.,
against a number of parties, including Lewis & Clark College and
Fiserv Securities, Inc., now known as NF Clearing, Inc., to avoid
and recover preferential or fraudulent transfers in connection
with the early redemption transfers.

Enron sought to recover $249,979 from the Lewis Parties in
connection with one of the commercial paper debt prepayments.

The Lewis Parties denied Enron's material allegations and sought
dismissal of the Complaint.

After negotiations, Enron and the Lewis Parties entered into a
settlement agreement to resolve their dispute.

The parties agree that:

   (1) the Lewis Parties will make a $100,000 settlement payment
       to Enron;

   (2) the Lewis Parties will forfeit, waive and release any
       claim against Enron; and

   (3) the Reorganized Debtors will dismiss with prejudice the
       Adversary Proceeding, as against the Lewis Parties.

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)


EXCO RESOURCES: Acquires Winchester Energy for $1.2 Billion
-----------------------------------------------------------
EXCO Resources, Inc., reported and agreement to acquire Winchester
Energy Company, Ltd. and its affiliated entities from Progress
Energy, Inc. (NYSE: PGN) for $1.2 billion in cash, subject to
purchase price adjustments.

This acquisition consists of producing and undeveloped natural gas
properties with current production of approximately 75 Mmcfe
per day from 588 producing wells of which 89% are operated.  The
average acquired working interest is 87% with an average 68% net
revenue interest.  The properties are located in the Cotton
Valley, Hosston and Travis Peak trends in East Texas and North
Louisiana.  Proved reserves acquired are approximately 400
Bcfe with probable reserves of 300 Bcfe and possible reserves
of 30 Bcfe.  The properties include approximately 775 drilling
locations, 33% of which are proved, and 106,000 net acres of
leasehold of which 63% is held by production.  The acquisition
also includes six gathering systems with 300 miles of pipe and a
54 mile, 16" pipeline with throughput of 115 Mmcf per day, 35% of
which throughput is company owned. The seller's reserves were
estimated by independent petroleum engineers.  Such estimates were
subsequently reviewed by EXCO's internal engineers and adjusted as
deemed necessary for additional drilling, well performance and
other factors.

Preliminarily, we expect to allocate approximately $780 million to
proved reserves, $150 million to the pipeline and gathering
assets and approximately $270 million to probable and possible
reserves and undeveloped acreage.  The amount allocated to proved
reserves represents $1.95 per proved Mcfe.  Based upon all
categories of reserves, the purchase price is $1.44 per Mcfe.

Pro forma for this acquisition, EXCO's total proved reserves are
approximately 1.3 Tcfe and its reserves in all categories total
approximately 2 Tcfe.

In connection with the acquisition, hedges of 18 Bcfe per year for
2007, 2008 and 2009 at prices of $9.07, $8.8 and $8.39,
respectively, were put into place by the seller and will be
assumed by EXCO.  In addition, EXCO will assume approximately
5.5 Bcfe of additional existing hedges for 2006 from the seller at
$9.33 per Mcfe.

The transaction is expected to close on October 2, 2006, subject
to customary conditions to closing and governmental clearance.

The acquisition is being financed with a $750 million Term Loan
Facility and a new Revolving Credit Facility.  The subsidiary will
be classified as an Unrestricted Subsidiary.  The subsidiary will
not be a guarantor of EXCO debt obligations nor will EXCO
guarantee the indebtedness of the subsidiary.

Douglas H. Miller, EXCO's Chief Executive Officer has this
comment:

"This acquisition is an important milestone in the execution of
our overall acquire and exploit strategy.  The production and
future opportunities of the Winchester assets bring our East
Texas/North Louisiana focus to a new level.  The combined
production of the EXCO East Texas assets and the assets being
acquired currently total more than 100 Mmcfe of natural gas per
day.  Combined proved reserves in the area will be almost 600 Bcfe
and we will have enough undrilled locations for a multiple year
drilling program. Obviously, we are very excited about the
opportunities presented by this transaction."

Headquartered in Dallas, Texas, EXCO Resources, Inc. (NYSE: XCO)
-- http://www.excoresources.com/-- is a public oil and natural
gas acquisition, exploitation, development and production company
with principal operations in Texas, Colorado, Ohio, Oklahoma,
Pennsylvania, and West Virginia.


EXCO RESOURCES: Winchester Buy Cues Moody's to Review Ratings
-------------------------------------------------------------
Moody's Investors Service placed EXCO Resources, Inc.'s B2
corporate family and B3 senior unsecured note ratings on review
for downgrade.  This accompanies EXCO's pending all-debt funded
$1.2 billion acquisition of Winchester Energy Company, Ltd., an
oil and gas exploration and production subsidiary of Progress
Energy, Inc., to be acquired through EXCO's newly formed wholly-
owned, leveraged, non-recourse, unrestricted subsidiary.

With pro-forma consolidated debt in the range of $2 billion,
pro-forma consolidated leverage would be extreme and potential
substantial de-leveraging is not expected until first quarter 2007
at the earliest.

EXCO hopes to eventually reduce its pro-forma leverage by
organizing the unrestricted subsidiary as a master limited
partnership and attempting to take the subsidiary public during
first quarter 2007.  This could be challenging.  It would be only
the second exploration and production MLP launched in over twenty
years and would be, by orders of magnitude, a far larger offering
than the only other existing exploration and production MLP IPO.

Depleting highly capital intensive oil and gas reserves have not
been ideal candidates for MLP's that, by definition, must make
heavy annual cash flow distributions to unit holders.  Prior to
filing the MLP IPO with the SEC, EXCO will need to first complete
a clean third party audit of three years of the issuer's pro-forma
results.  Furthermore, given the volatility of natural gas
markets, the sector equity market, and the scarcity of exploration
and production MLP comparables, it is premature to stake EXCO's
debt rating on a presumed degree of success for an IPO of the
acquisition subsidiary.

EXCO will capitalize the subsidiary by contributing what it
believes will be in the range of $450 million worth of EXCO's
existing East Texas oil and gas reserves and with the subsidiary's
new $750 million secured Term Loan and $750 million secured
revolver.  The debt facilities will fund the Winchester
acquisition and a roughly $200 million cash distribution to EXCO
to repay existing revolver debt.  The distribution to EXCO is
required since the scale of its reserves contribution exceeds the
restricted payments basket under its senior unsecured notes.

In concluding the review, Moody's will assess the final
acquisition funding package, the likelihood of an MLP IPO that
is both sufficiently substantial and timely to support the
corporate family rating, the potential pro-forma overall credit
impact and impact on the notching of EXCO's senior notes, and
EXCO's ability to hit its post-acquisition performance targets.
The review will note EXCO's organic trends, the likely nature
and funding of further likely acquisitions, further review of
the Winchester properties, and the sector outlook at the time.

The facts that the acquisition subsidiary would be unrestricted,
that the acquisition debt would be non-recourse to EXCO, and that
pro-forma leverage at EXCO excluding the acquisition subsidiary
may be in the range of existing leverage could limit further
notching of EXCO's senior notes.  However, the subsidiary's
assets, cash flow, and debt factor directly into EXCO's
consolidated corporate family rating.

While Winchester may prove to add important diversification and
intensification to EXCO's existing East Texas and North Louisiana
holdings, the purchase price, excluding $150 million allocated to
midstream assets with substantial third party throughput,
equates to $83,500 per current barrel of oil-equivalent current
production, $32.47 per Boe of acquired proven developed reserves,
$21.39 per Boe of proven reserves fully loaded for required
development capital to take proven non-producing reserves to
production, and it is all-debt funded.

Pro-forma leverage on consolidated pro-forma PD reserves
approximates an extremely high $15 per PD Boe, total debt plus
estimated pro-forma FAS 69 development capital spending divided by
total pro-forma proven reserves would approximate $14 per Boe, and
total debt divided by pro-forma current production would
approximate a very high $58,160 per Boe of production.

EXCO believes that after contributing its existing East Texas
assets to and the distribution to EXCO from the new unrestricted
subsidiary, EXCO's pro forma leverage on pro-forma PD reserves
would approximate $7 per PD Boe, total debt plus estimated pro-
forma FAS 69 development capital spending divided by total pro-
forma proven reserves would approximate $8 per Boe, and total debt
divided by pro-forma current daily production would approximate a
very high $15,963 per Boe.

The review outcome could be favorably affected if EXCO employed
significant private equity funding to reduce post-acquisition
leverage while it evaluates the potential for a large successful
MLP offering to cut leverage. Other than unspecified asset sales,
EXCO has not announced alternative sources of debt reduction. To
preserve its ratings, it is likely that substantial private equity
is needed to bridge that tactical risk as well as operating,
price, and market risk in the run-up to the MLP decision.

In May 2006, Moody's downgraded EXCO's corporate family rating
from B1 to B2 to accommodate anticipated highly leveraged
acquisitions and potential formation of a public MLP.  However,
the new ratings did not anticipate leverage on the scale currently
proposed by EXCO or that such a substantial time lag would elapse
between the closing of such a highly leveraging acquisition and
the earliest time frame during which deleveraging from a potential
MLP IPO might be achieved.

Per Moody's methodology, EXCO's forma consolidated corporate
family rating maps to a mid-to-low B rating.  Amongst several
rating factors, pro-forma reserve scale and diversification
together map to a Ba rating range but pro-forma leverage and unit
full cycle costs map to the Caa range.  Furthermore, the majority
of EXCO's pro-forma reserves have been either newly acquired or
have yet to be acquired, rendering minimal track record under EXCO
stewardship.  High up-cycle prices have covered its combined
operating, interest expense, and reserve replacement costs,
although the natural gas element of EXCO's price realizations has
moderated considerably relative to costs.

Moody's anticipates that EXCO would also carry amongst the highest
leverage in the sector with reduction of that leverage dependent
on a healthy and timely MLP IPO and dedication of such proceeds to
debt reduction at both the MLP and EXCO levels.

The ratings are supported by a sound price outlook and substantial
hedging at:

   * favorable prices; seasoned management;
   * EXCO's reserve scale and onshore diversification; and
   * large lower risk drilling inventory.

The ratings are restrained by uncertainty concerning the credit
profile post completion of the MLP IPO and post-acquisition
performance; extremely high pro-forma leverage prior to an IPO,
and its small production base, and high cost structure.

EXCO Resources, Inc. is headquartered in Dallas, Texas.


EXIDE TECHNOLOGIES: Wants to Distribute Stock Subscription Rights
-----------------------------------------------------------------
Exide Technologies filed a registration statement with the
Securities and Exchange Commission on July 7, 2006, relating to
its $75,000,000 rights offering.

The Company proposes to distribute, at no charge, to shareholders
non-transferable subscription rights to purchase shares of its
common stock.  Shareholders will receive one subscription right
for each share of common stock.  Exide's registration statement
does not indicate how many shares of common stock each
subscription right will entitle a shareholder to purchase.  The
per share price is equal to a 20% discount to the average closing
price of Exide's common stock for the 30 trading day period ended
July 6, 2006.

The rights offering is subject to approval by Exide's
shareholders at the Company's 2006 annual meeting scheduled on
August 22, 2006.

A full-text copy of the Registration Statement is available for
free at http://researcharchives.com/t/s?e6c

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)


EYE CARE: Launches Change of Control Offer for 10-3/4% Sr. Notes
----------------------------------------------------------------
Eye Care Centers of America, Inc., commenced a Change of Control
Offer for any and all of its outstanding 10-3/4% Senior
Subordinated Notes due 2015, as contemplated under the Indenture
dated Feb. 4, 2005 between ECCA and The Bank of New York, as
trustee covering the Notes.  The Change of Control Offer is being
made in connection with, and is conditioned upon the closing of,
the previously announced merger of Franklin Merger Sub Inc., a
subsidiary of HVHC Inc., a subsidiary of Highmark Inc., with and
into ECCA Holdings Corporation, the sole stockholder of ECCA.  The
Merger, when and if consummated, will constitute a "Change of
Control" as defined in the Indenture.

The Change of Control Offer is being made pursuant to the terms
and conditions described in ECCA's Change of Control Notice and
Offer to Purchase dated July 12, 2006 and the Letter of
Transmittal related thereto.  Under the terms of the Change of
Control Offer, ECCA is offering to purchase the outstanding Notes
for a total consideration, per each $1,000 principal amount of
Notes validly tendered and accepted for payment, equal to $1,010,
if the Merger is consummated.  In addition, holders who validly
tender and do not validly withdraw their Notes will receive
accrued and unpaid interest from the last interest payment to the
Change of Control Payment Date, which is described in the Change
of Control Offer.  The Change of Control Offer is scheduled to
expire at 5:00 PM, New York City time, on the date that is 10 days
following consummation of the Merger, if not extended by ECCA.
The Change of Control Payment Date is scheduled to occur one
business day after the expiration of the Change of Control Offer.
The Change of Control Offer is being made by ECCA in advance of
the closing of the Merger, as permitted under the Indenture, and
ECCA will purchase Notes under the Offer only if the Merger is
consummated.

                About Eye Care Centers of America

Headquartered in San Antonio, Texas, Eye Care Centers of America,
Inc. -- http://www.ecca.com/-- is a retail optical chain in the
U.S.  The company's brand names include EyeMasters, Binyon's,
Visionworks, Hour Eyes, Dr. Bizer's VisionWorld, Dr. Bizer's
ValueVision, Doctor's ValuVision, Stein Optical, Vision World,
Doctor's VisionWorks, and Eye DRx.  Founded in 1984, the company
has 385 stores in 36 states.

                          *     *     *

As reported in the Troubled Company Reporter on July 14, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on San Antonio, Texas-based Eye
Care Centers of America Inc.  All ratings are removed from
CreditWatch, where they were placed with developing implications
on May 3, 2006.  The outlook is positive.  The company's total
funded debt outstanding was $315 million as of April 1, 2006.


FALCONBRIDGE LIMITED: Earns $728 Million in 2006 Second Quarter
---------------------------------------------------------------
Falconbridge Limited reported second quarter 2006 net income of
$728 million.  This compares with second quarter 2005 net income
of $202 million.

"We are extremely pleased with the outstanding financial results
we are reporting this quarter," said Derek Pannell, Chief
Executive Officer of Falconbridge.  "Our operations have stayed
focused on producing metal, giving impressive results quarter
after quarter.  This strong performance continues to reflect both
the ability of our operations to capitalize on high metals prices
and to generate very substantial levels of cash.  In the first
half of the year, income from operating assets almost reached
$2 billion, demonstrating Falconbridge's true earnings potential."

Revenues for the second quarter of 2006 were $3.95 billion, 93%
higher than revenues of $2.05 billion in the same period of 2005.

Operating expenses totaled $2.71 billion in the second quarter,
compared to $1.59 billion in the same period last year, primarily
due to the higher value of raw material feeds.

Net income totaled $728 million for the second quarter 2006, 260%
higher than net income of $202 million in the same period of 2005.
Higher net income reflects higher realized metal prices, increased
copper, zinc and molybdenum sales and higher treatment and
refining charges received at copper smelters and refineries.

Consolidated assets totaled $13.2 billion as at June 30, 2006,
compared with $12.4 billion at the end of 2005.  The increase is
primarily due to the investment of additional capital in advancing
brownfield and greenfield expansion development projects and
higher working capital levels due to increased metals.

                 Declaration of Special Dividend

On July 16, 2006, Falconbridge declared a special dividend of
CDN$0.75 per common share payable on Aug. 10, 2006 to shareholders
on record at the close of business on July 26, 2006.  The special
dividend will be paid regardless of the outcome of the offers to
acquire the common shares of the Company.

             Redemption of Junior Preference Shares

On April 26, 2006, Falconbridge redeemed a total of $20 million
shares, or $500 million, of its outstanding Junior Preference
Shares, based upon shareholders of record on March 22, 2006.
Falconbridge utilized existing cash balances to fund the
redemption.

On June 28, 2006, Falconbridge redeemed the remaining balance of
its 9,999,701 outstanding Junior Preference Shares for a total of
$250 million utilizing internal cash resources.  Upon redemption,
Falconbridge had no Junior Preference Shares outstanding.

         Falconbridge Offer to Buy Novicourt Inc. Shares

On June 22, 2006, Falconbridge would offer to acquire by way of a
takeover bid all of the outstanding common shares of its
subsidiary Novicourt Inc. that it did not already own.
Falconbridge holds 62.1% of the outstanding common shares of
Novicourt.  The offer is a cash offer of CDN$2.30 per Novicourt
common share.  The offer circular was issued on June 26, 2006 and
the offer is expected to close on Aug. 9, 2006.

                      About Falconbridge

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

                        *    *    *

As reported in the Troubled Company Reporter on July 24, 2006,
Standard & Poor's Ratings Services revised the CreditWatch
implications on Inco Ltd. and Falconbridge Ltd. to developing
from positive after Phelps Dodge Corp. (BBB/Watch Neg/A-2)
announced an increase in the debt-financed cash consideration
for the two companies.  CreditWatch with developing implications
means the ratings may be raised, lowered, or affirmed.

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

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


FANNIE MAE: Credit Support Prompts S&P to Hold Low-B Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 123
classes of pass-through certificates from 16 Fannie Mae REMIC
Trust transactions.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Credit support for
these transactions is provided by subordination.

As of the May 2006 remittance date, total delinquencies ranged
from 1.75% (series 2004-W13) to 41.93% (series 2003-W1).
Cumulative losses ranged from 0.00% (series 1998-W4, 1998-W7,
2004-W4, 2004-W13, and 2005-W2) to 0.37% (series 1998-W6).  The
outstanding pool balances ranged from 4.93% (series 1998-W4) to
85.50% (series 2005-W2) of their original sizes.

The collateral for these transactions consists of first lien, one-
to four-family, fixed- and adjustable-rate, fully amortizing
mortgage loans insured by the Federal Housing Administration or
partially guaranteed by the U.S. Department of Veterans Affairs.

                          Ratings Affirmed

                      Fannie Mae REMIC Trust
  Series    Class                                           Rating
  ------    -----                                           ------
  1998-W4   M,B-1                                           AAA
  1998-W4   B-2                                             AA+
  1998-W6   M,B-1                                           AAA
  1998-W6   B-2                                             AA
  1998-W7   M,B-1                                           AAA
  1998-W7   B-2                                             AA
  2002-W1   1A4,1AIO,2A,2AIO,3A                             AAA
  2002-W1   M,3M                                            AA
  2002-W1   B1,3B-1                                         A
  2002-W1   B2,3B-2                                         BBB
  2002-W1   B3,3B-3                                         BB
  2002-W1   B4,3B-4                                         B
  2002-W6   3M                                              AA
  2002-W6   3B-1                                            A
  2002-W6   3B-2                                            BBB
  2002-W6   3B-3                                            BB
  2002-W6   3B-4                                            B
  2003-W1   M                                               AA
  2003-W1   B-1                                             A
  2003-W1   B-2                                             BBB
  2003-W1   B-3                                             BB
  2003-W4   IM,IIM                                          AA
  2003-W4   IB-1,IIB-1                                      A
  2003-W4   IB-2,IIB-2                                      BBB
  2003-W4   IB-3,IIB-3                                      BB
  2003-W4   IB-4,IIB-4                                      B
  2003-W10  2M,3M                                           AA
  2003-W10  2B1,3B-1                                        A
  2003-W10  2B2,3B-2                                        BBB
  2003-W10  2B3,3B-3                                        BB
  2003-W10  2B4,3B-4                                        B
  2004-W3   A2,A3,A4,A5,A6,A7,A8,A11,A15,A16,A17,A18,A19    AAA
  2004-W3   A20,A21,A28,A29,A30,A31,A32,A33,A34,A36,A37,A38 AAA
  2004-W3   A39,IO1,IO2,IO3,PO,2AIO,3A1                     AAA
  2004-W3   M                                               AA
  2004-W3   B1                                              A
  2004-W3   B2                                              BBB
  2004-W3   B3                                              BB
  2004-W3   B4                                              B
  2004-W4   M                                               AA
  2004-W4   B1                                              A
  2004-W4   B2                                              BBB
  2004-W4   B3                                              BB
  2004-W4   B4                                              B
  2004-W6   M                                               AA
  2004-W6   B1                                              A
  2004-W6   B2                                              BBB
  2004-W6   B3                                              BB
  2004-W6   B4                                              B
  2004-W10  M                                               AA
  2004-W10  B1                                              A
  2004-W10  B2                                              BBB
  2004-W10  B3                                              BB
  2004-W10  B4                                              B
  2004-W13  M                                               AA
  2004-W13  B1                                              A
  2004-W13  B2                                              BBB
  2004-W13  B3                                              BB
  2004-W13  B4                                              B
  2004-W14  M                                               AA
  2004-W14  B1                                              A
  2004-W14  B2                                              BBB
  2004-W14  B3                                              BB
  2004-W14  B4                                              B
  2005-W2   M                                               AA
  2005-W2   B1                                              A
  2005-W2   B2                                              BBB
  2005-W2   B3                                              BB
  2005-W2   B4                                              B
  2005-T1   A1,A2,A3,A4                                     AAA


FEDERAL-M0GUL: Wants Lease-Decision Period Stretched to Dec. 1
--------------------------------------------------------------
Federal-Mogul Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
the time within which they may elect to assume or reject unexpired
nonresidential real property leases and executory contracts,
through and including December 1, 2006.

While the Debtors have largely completed the process of evaluating
their unexpired nonresidential real property leases and a number
of economically and improvident leases have been rejected with the
Court's approval, several leases are continuing to be evaluated,
Scotta E. McFarland, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware, relates.

According to Ms. McFarland, the process of evaluating and
rejecting the Real Property Leases has taken place as the
Debtors, consistent with their overall business plan, seek to:

   -- consolidate their facilities to eliminate redundancies and
      inefficiencies; and

   -- shift certain manufacturing efforts to portions of the
      country and the world more suitable to their businesses.

The four-month extension should be granted so the Debtors may
preserve maximum flexibility in restructuring their business, Ms.
McFarland maintains.

Without the extension, the Debtors are concerned that they could
be forced prematurely to assume the leases that would later be
burdensome, giving rise to large potential administrative claims
against their estates and hampering their ability to reorganize
successfully.

Alternatively, Ms. McFarland adds, the Debtors could be forced
prematurely to reject Real Property Leases that would have been
of benefit to their estates, to the collective detriment of all
stakeholders.

Ms. McFarland assures the Court that the Debtors, pending their
election to assume or reject the Real Property Leases, will
perform all their obligations arising from and after the Petition
Date in a timely fashion.

The Court will convene a hearing to consider the Debtors' request
on August 28, 2006, at 1:30 p.m., in Pittsburgh, Pennsylvania.
Objections to the extension of the Lease Decision Period are due
August 11.

Pursuant to Del. Bankr. L.R. 9006-2, the Debtors' filing of the
Motion automatically extends the Lease Decision Period until the
time the Court acts on the request.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
Oct. 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan
Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley
Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion
in assets and $8.86 billion in liabilities.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors.  (Federal-Mogul Bankruptcy News,
Issue No. 110; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-M0GUL: Assessment for T&N Retirement Pension Plan Begins
----------------------------------------------------------------
The United Kingdom's Pension Protection Fund has began a 12-month
assessment whether to take on an estimated GBP150,000,000 --
$277.5 million -- deficit of the Turner & Newall Retirement
Benefit Scheme (1989).

BBC News reports that Turner & Newall's administrator, Kroll
Inc., and the Pension Scheme's trustees, led by independent
trustee Alexander Forbes Limited, applied to the PPF for formal
rescue.

The assessment process is to ensure that the Pension Scheme will
qualify for rescue, BBC News says.

T&N has been in administration since 2001.  Throughout this time,
complex negotiations between Kroll Inc. and the Pension Scheme's
trustees have been in progress.

During the assessment period, the trustees will be responsible
for the day-to-day management of the Scheme and its assets, PPF
explains in a press release.

The PPF, Pensions Age Online says, will determine whether the
Pension Scheme can be rescued and if it can pay benefits at or
above PPF levels of compensation.  If not, both the Scheme's
assets and liabilities will transfer into the PPF, which will
start paying out compensation.

The Pension Scheme has more than 35,000 members.  It has current
annual expenditure of around GBP69,000,000 and assets of about
GBP1,000,000,000.

According to the U.K. Pensions Act 2004, Pensions Age notes, PPF
compensation is 100% for retirees, and 90% for non-retired,
capped at GBP26,000 per year at aged 65.

The Pension Scheme will also receive funding from U.S.
bondholders of Federal-Mogul, Bloomberg News relates, citing a
Financial Times report.  The bondholders had offered to provide
up to GBP81,000,000. Kroll, the report says, will seek
GBP255,000,000.

In September 2005, Federal-Mogul and its affiliates in the United
States reached agreement with the U.K. Administrators that allows
Federal-Mogul to retain the businesses and other assets of its
U.K. affiliates in exchange for monetary amounts and reserves
that will be used by the Administrators to provide a distribution
to U.K. creditors.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
Oct. 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan
Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley
Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion
in assets and $8.86 billion in liabilities.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors.  (Federal-Mogul Bankruptcy News,
Issue No. 111; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FOSTER WHEELER: Arranging $350 Million Secured Debt Facility
------------------------------------------------------------
Foster Wheeler Ltd. has mandated BNP Paribas to arrange a new
$350 million, five-year senior secured domestic credit facility.
The new facility would replace a $250 million credit facility
arranged in 2005.

The proposed new facility is intended to increase bonding capacity
to support Foster Wheeler's growing operations and to reduce
bonding costs.

The transaction is expected to close in September 2006 subject to
successful negotiation of definitive documentation.

With operational headquarters in Clinton, New Jersey, Foster
Wheeler Ltd. -- http://www.fwc.com/-- offers a broad range of
engineering, procurement, construction, manufacturing, project
development and management, research and plant operation services.
Foster Wheeler serves the refining, upstream oil and gas, LNG and
gas-to-liquids, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries.

                         *     *     *

As reported in the Troubled Company Reporter on May 30, 2006,
Moody's Investors Service upgraded Foster Wheeler's corporate
family rating to B1 from B3 and assigned a Ba3 rating to the
Company's $250 million senior secured bank revolving credit
facility.  The rating outlook is changed to Positive.

As reported in the Troubled Company Reporter on May 26, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Foster Wheeler to 'B+' from 'B-'.  At the same time,
Standard & Poor's assigned its 'BB-' bank loan rating and '1'
recovery rating to the Company's five-year, $250 million credit
facility due 2010, indicating a high expectation of full recovery
of principal in the event of a payment default.


FRONTLINE CAPITAL: Plan-Filing Period Stretched to August 31
------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended until Aug. 31, 2006,
FrontLine Capital Group's exclusive period to file a Plan of
Reorganization.  The Debtor also has until Oct. 31, 2006 to
solicit acceptances of that Plan.

As reported in the Troubled Company Reporter on June 7, 2006,
FrontLine informed the Court that it needed more time to
consummate several transactions before it can file a plan:

   -- the sale of its 47% interest in Concord Associates Limited
      Partnership and interests in Grossinger's Resort Hotel and
      Golf Course, The Concord Hotel, and The Concord Resort and
      Golf Club to Empire Resorts, Inc.;

   -- the recapitalization of its interest in WRAP-I, LLC, a
      venture with a development partner.  The key underlying
      asset held by WRAP-I's subsidiaries is the Illinois Toll
      Highway development project, a project that includes 25 year
      leasehold interests on seven oases (i.e., rest stops with
      approx. 19,000 square feet of rentable retail space each)
      along the Illinois Toll Highway.   Goldman Sachs is
      representing WRAP-I; and

   -- the sale of the eight assisted living facilities for
      $138 million.

Headquartered in New York City, FrontLine Capital Group, a holding
company that manages its interests in a group of companies that
provide a range of office related services, filed for chapter 11
protection on June 12, 2002 (Bankr. S.D.N.Y. Case No. 02-12909).
Mickee M. Hennessy, Esq., at Westerman Ball Ederer & Miller, LLP,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$264,374,000 in assets and $781,374,000 in debts.


GALAXY NUTRITIONAL: Refinances Bridge Loans With Shareholder Note
-----------------------------------------------------------------
Galaxy Nutritional Foods, Inc. will repay $2.4 million in bridge
financing with a new loan from Mr. Frederick A. DeLuca, the
Company's largest shareholder, who currently owns approximately
23% of Galaxy's outstanding common stock.

On July 19, 2006, the Company created a new unsecured convertible
note in the amount of $2,685,104.17 with the shareholder.
Proceeds from the Note will be used to repay $2.4 million in
unsecured promissory notes that matured June 15, 2006, and a
$285,104.17 registration rights penalty.  The Note accrues
interest at 12.5% per annum and matures Oct. 19, 2007.  No
interest or principal payments are due prior to the maturity date.
Principal, together with any accrued and unpaid interest on
the Note, can be converted into shares of the Company's common
stock at any time prior to payment at a conversion price of $0.35
per share.  In consideration for the Note, the shareholder was
also issued a Warrant to purchase up to 200,000 shares of the
Company's common stock at an exercise price of $0.35 per share.
The Warrant is fully vested and expires July 19, 2009.

"By entering into this note agreement with a major shareholder, we
have completed the refinancing or repayment of all of the
Company's short-term debt, thereby providing the financial
stability to allow Galaxy to pursue its potential as a leading
developer and marketer of cheese alternative and dairy- related
products," stated Michael Broll, Chief Executive Officer of Galaxy
Nutritional Foods, Inc.  "While our operating cost structure has
already begun to reflect significant benefits from a production
and distribution outsourcing arrangement implemented earlier,
the refinancing of previous bridge loans represents a necessary
component of our turnaround strategy.  As a result of this
refinancing, we believe Galaxy has addressed any concerns
regarding the adequacy of working capital to support its
operations during Fiscal 2007.  We are pleased that our
largest shareholder has exhibited his confidence in the Company
and its management through the execution of this Note agreement."

                  About Galaxy Nutritional Foods

Headquartered in Orlando, Florida, Galaxy Nutritional Foods, Inc.
(OTCBB: GXYF) -- http://www.galaxyfoods.com/-- develops and
globally markets plant-based cheese and dairy alternatives, as
well as processed organic cheese and cheese food to grocery and
natural foods retailers, mass merchandisers and foodservice
accounts.

                       Going Concern Doubt

Auditors working for BDO Seidman, LLP, in Atlanta, Georgia, raised
substantive doubt as to Galaxy Nutritional Foods, Inc.'s ability
to continue as a going concern after auditing the Company's
financial statements for the years ended March 31, 2006, and 2005.
The auditors pointed to the Company's default of its notes
payable, recurring operating losses from operations, negative
working capital and stockholders' deficiencies.

Management intends to address the auditors' concerns by
refinancing the $2.4 million in short-term notes, which became due
June 15, 2006, and outsourcing its manufacturing and distribution
functions to receive positive cash flow from operations as a
result of its recent changes to the Company's operations.


GATEHOUSE MEDIA: IPO Offer Cues Moody's to Review All Ratings
-------------------------------------------------------------
Moody's Investors Service placed all of GateHouse Media Operating,
Inc.'s ratings on review for possible upgrade in response to the
company's announcement that it has filed an initial public
offering with the Securities and Exchange Commission to sell
$200 million of common stock, the proceeds of which will be used
to repay in full its $152 million second lien term loan and to
fund other general corporate expenses.  The $152 million second
lien term loan was incurred in connection with the company's June
2006 acquisition of CP Media Inc. and Enterprise NewsMedia LLC.

The ratings placed on review include:

   * $40 million senior secured first lien revolving credit
     facility, due 2013 -- B1

   * $570 million senior secured first lien term loan facility,
     due 2013 -- B1

   * $152 million senior secured second lien term loan facility,
     due 2014 -- B3

   * Corporate Family rating -- B2

The review will consider the probability that Gatehouse will
successfully complete its proposed IPO and use proceeds to retire
the second lien term loan.  The review will also assess the
prospects of further debt funded acquisitions, dividend payments
or other event risks.

Headquartered in Fairport, New York, GateHouse Operating, Inc.
is a US publisher of local newspapers and related publications.
In 2005, the company recorded sales of $205 million.


GENERAL MOTORS: 2nd Quarter Results Cue S&P to Hold Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services held all of its ratings on
General Motors Corp. -- including the 'B' corporate credit rating,
but excluding the '1' recovery rating -- on CreditWatch with
negative implications, where they were placed March 29, 2006.

The CreditWatch update follows GM's announcement of second quarter
results and other recent developments involving its bank facility
and progress on the GMAC sale.  Cost savings sharply improved GM's
second quarter North American net income -- excluding substantial
special items such as charges of $3.7 billion after-tax related to
attrition programs -- compared to the same period in 2005.  Lower
warranty accruals, which can be volatile, accounted for part of
the improvement.  Higher raw material and freight costs
overwhelmed higher revenue per unit.

Still, Standard & Poor's expects that GM's North American
operations will benefit from the recognition of cost savings in
the third and fourth quarters of 2006.  The rating agency remains
concerned, however, about the potential for negative revenue and
product mix developments in North America for the remainder of
2006 in light of high gas prices and an unstable pricing
environment.  Market share losses, and the need to execute other
aspects of the cost-savings plan such as plant closings, also
remain concerns.

The most pressing near-term issue remains GM's exposure to its
former unit and important supplier, Delphi.  Standard & Poor's
expects GM's ratings to remain on CreditWatch for the next month
or longer because court hearings on Delphi's motion to reject its
labor contracts were adjourned until August 11, and hearings on
Delphi's request to reject unprofitable supply contracts with GM
have been postponed also until August 11.

Standard & Poor's expects Delphi, the United Auto Workers, and GM
to continue negotiations out of court, however.  Delphi's
attrition program also experienced strong acceptance rates, and a
lower Delphi headcount is likely to be an important factor toward
resolving GM's exposure to the Delphi situation.

GM recently closed on its new $4.48 billion secured bank deal,
which is considered an incremental positive for its liquidity.
Even prior to establishment of the new bank facility, Standard &
Poor's believed GM's liquidity was adequate to meet near-term
funding requirements, including payments to participants in the
accelerated attrition program.

At June 30, 2006, the automotive cash and short-term VEBA balance
was $22.9 billion, up from the end of the first quarter of 2006
and the end of fiscal 2005.  A satisfactory letter related to
GMAC's liability for GM's pension obligations, needed for the
pending sale of a 51% stake in GMAC, has been received from the
Pension Benefit Guaranty Corp.


GRANITE BROADCASTING: Acquires CBS' New York Unit for $45 Million
-----------------------------------------------------------------
Granite Broadcasting Corporation completed the acquisition of
WBNG, Channel 12, the CBS-affiliated television station serving
Binghamton and Elmira, New York, for $45 million in cash, before
closing adjustments.  Binghamton is ranked by Nielsen Media
Research as the nation's 156th largest market, and Elmira is
ranked 173rd.  The acquisition was financed with proceeds from the
Company's new senior credit facility, announced July 5, 2006.

"This acquisition of WBNG is a terrific fit with our stated
strategy of capitalizing on our core strength of operating news-
oriented, network-affiliated stations," W. Don Cornwell, Chief
Executive Officer of Granite Broadcasting Corporation, said.  "The
addition of Binghamton and Elmira to our existing Upstate New York
markets, which include Buffalo, Syracuse and Utica, enables
Granite to reach close to 60% of television households in this
important region."

                   About Granite Broadcasting

Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) owns
and operates, or provides programming, sales and other services to
21 channels in the following 8 markets: San Francisco, California;
Detroit, Michigan; Buffalo, New York; Fresno, California;
Syracuse, New York; Fort Wayne, Indiana; Peoria, Illinois; and
Duluth, Minnesota-Superior, Wisconsin.  The Company's channel
group includes affiliates of NBC, CBS, ABC, CW and My Network TV,
and reaches approximately 6% of all U.S. television households.

                          *     *     *

As reported in the Troubled Company Reporter on June 8, 2006,
Moody's Investors Service downgraded Granite Broadcasting
Corporation's $400 million of 9.75% senior secured notes due 2010
to Caa1 from B3.  Additionally, Moody's affirmed the Company's
existing ratings, including its Caa2 corporate family rating.  The
outlook remains negative.


HEALTH CARE: Closes $700 Mil. Unsecured Revolving Credit Facility
-----------------------------------------------------------------
Health Care REIT, Inc., closed an expanded $700 million unsecured
revolving credit facility, replacing the company's existing $500
million facility scheduled to mature June 2008.

The credit facility was arranged by KeyBank National Association
as Lead Arranger and Administrative Agent and Deutsche Bank
Securities Inc. as Lead Arranger and Syndication Agent.  UBS
Securities LLC, Bank of America, N. A. and JPMorgan Chase Bank, N.
A. were the Documentation Agents.

Highlights of the new credit facility include:

     -- Increased financial flexibility and borrowing capacity.

     -- Extension of the agreement to July 2009, with the ability
        to extend for an additional year at the company's option.

     -- Addition of two lenders to the bank group and commitment
        increases by eight of the ten existing lenders.

"We are appreciative of the support and additional commitments
provided by our enhanced bank group," stated George L. Chapman,
chairman and chief executive officer.  "We will benefit from the
increased flexibility of our new facility going forward as we
strive to maintain our successful growth strategy and corollary
capital plan."

                  About Health Care REIT, Inc

Headquartered in Toledo, Ohio, Health Care REIT, Inc. --
http://www.hcreit.com/-- is a real estate investment trust that
invests in health care facilities, primarily skilled nursing and
assisted living facilities.  At December 31, 2004, the company had
investments in 394 health care facilities in 35 states with 50
operators and had total assets of approximately $2.5 billion.  The
portfolio included 234 assisted living facilities, 152 skilled
nursing facilities and eight specialty care hospitals.

                         *     *     *

Moody's Investors Services assigned a Ba1 rating on the Company's
Subordinated debts effective July 23, 2003.  The Rating Outlook is
Stable.


HEARST-ARGYLE: Fitch Holds BB Rating on Convertible Securities
--------------------------------------------------------------
Fitch Ratings has affirmed these ratings of Hearst-Argyle
Television, Inc. and its wholly-owned subsidiary Hearst-Argyle
Capital Trust:

Hearst-Argyle Television

    -- Issuer Default Rating (IDR) at 'BBB-';
    -- Senior unsecured at 'BBB-'.

Hearst-Argyle Capital Trust

    -- Convertible preferred securities 'BB'.

The Rating Outlook is Stable.

The ratings reflect the company's, strong margins, historically
conservative fiscal policies and what Fitch expects to be
consistent free cash flow generation over the intermediate term,
as well as the company's sizeable and geographically diverse
portfolio of TV stations that reach over 18% of U.S. households.
Credit concerns include pressured operating trends over the last
18 months-24 months, which has affected margins and free cash flow
conversion.  In addition, various secular challenges that range
from new technologies (digital video recorders or DVR's),
competing news outlets on the Internet and mobile devices, and the
fact that the major broadcast networks have begun to sell their
content on-demand (VOD) continue to be risks.  The Stable Outlook
is based on HTV's market position as an independent TV station
group, Fitch's expectations of free cash flow generation over the
next three years, the liquidity to withstand a one-time stress
event, and the company's historically conservative fiscal policies
that Fitch expects to continue despite what has been a generally
weak stock performance.

Credit metrics for 2006 will likely be weaker than the last few
even-numbered years (HTV benefits from the Olympics and political
campaigns in even-numbered years) due to what Fitch expects to be
a partially debt-financed acquisition of CW-affiliated WKCF in
Orlando, as well as higher capital expenditures due to various
building projects.  However, Fitch expects the Orlando acquisition
to be immediately cash flow accretive and metrics for 2007 and
2008 should strengthen versus comparable years as the company will
likely continue to produce margins above 35% and free cash flow in
excess of $90 million per year.  The company has traditionally
operated in the 3 times (x)-4x leverage range (including preferred
securities), and Fitch expects the company to be at the high-end
of that range for 2006 and 2007 but return to more normalized
levels by 2008, with cash flow to debt to return to over 10%.

Margins adjusting for pension costs have become pressured due to
increases in expenses related to compensation, fuel and energy,
which have generally outpaced revenue increases.  While margins
have also been affected over the last few years as high-margin
network compensation continues to decrease, Fitch expects network
compensation to generally be replaced by retransmission fees over
the intermediate term.  It is important to note that despite
recent trends, HTV's EBITDA margins remain strong at over 36% and
compare favorably to the industry.  While Fitch does believe that
HTV has sufficient liquidity to withstand a one-time stress to
revenues, the company's 31% unionized workforce could make it
difficult to cut costs in a timely manner should it ever be
necessary.  The company's free cash conversion (defined as free
cash flow divided by EBITDA) has decreased substantially over the
last few years (from 56% in 2003 to 27% in 2005) as HTV
implemented a dividend and made material contributions to its
pension.  In addition, cash taxes were higher than usual over the
last two years due to settlements of tax liabilities related to
prior years.  Fitch expects the company's free cash flow
conversion to improve in 2006 due to incremental Olympic, Super
Bowl and political cash flows, normalized cash taxes, and lower
pension contributions, partially offset by higher capital
expenditures with improvement continuing into 2007 and 2008 with
the assumption that capital expenditures return to more normal
levels.

Regarding secular challenges, a primary concern related to the DVR
is local affiliates' dependence on promoting their late-night news
casts during prime time network shows.  In Fitch's opinion,
increased DVR taping of network shows could pressure local news
viewership, as could the proliferation of additional news outlets
on the web and mobile devices.  Importantly, HTV has been very
proactive in its Internet initiatives.  In addition, Fitch
believes broadcast television operators such as HTV could have an
advantage on the web over other local news sites since they have
more robust video content.  Network content sales (via Apple's
iTunes, Google video, network websites and cable VOD) are also a
concern as local affiliates, in many cases, are not part of
negotiations.  This however is somewhat offset by HTV being the
largest affiliate group for the ABC network and second largest for
the NBC network.  As such, these networks still depend on HTV's
affiliates to distribute their programs across a large portion of
the country and therefore have an interest in the success of these
affiliates.  Also, the company's syndicated revenues come from
first-run programming (e.g., Oprah, Dr. Phil and Jeopardy), which
in Fitch's opinion should not be as pressured by the increase in
DVR and DVD sales as are broadcasters who rely on second-run
syndication programming.

Fitch believes HTV will continue to look for acquisition
opportunities going forward, which could be accelerated if
regulatory restrictions are liberalized.  The basis for
acquisitions will likely be to form duopolies in cities where they
already have a top four network-affiliated station (i.e., purchase
a station outside of the top four in the demographic, likely a CW-
affiliated station).  The rationale is the company gains synergies
related to certain costs, as well as the possibility to leverage
its existing news infrastructure with the CW station, which does
not always have local news broadcasts.  Mitigating acquisition
risk is Fitch's belief that management will be fiscally prudent
with its acquisition strategy and the high likelihood that any
acquisition will be immediately cash flow accretive with synergy
potential.  Duopolies could become more prevalent in the next 2
years-3 years as the FCC is likely to revisit the rule that only
allows duopolies in cities with 8 total stations by possibly
reducing that threshold, which would increase the number of cities
that allows duopolies.

The company's liquidity position is adequate and supported by
approximately $130 million in cash and $250 million of revolver
availability at March 31, 2006.  Fitch expects a material portion
of the revolver and cash balances to be used for the $217 million
Orlando acquisition; however, free cash flow for the remainder of
2006 should exceed $75 million and therefore also support
liquidity and/or the acquisition.  Fitch does not believe there is
material event risk related to debt-financed share repurchases
and/or dividends over the intermediate term.  Maturities over the
next few years are material, as the company's $450 million in
private placement notes will amortize annually in five equal $90
million installments beginning December 2006.  In addition, the
company's $125 million 7% senior notes mature December 2007.
Fitch expects the company to re-finance these maturities.
Remaining debentures mature in 2018 and 2027.  The company's $250
million credit facility matures 2010 and contains a maximum
leverage ratio (debt excluding capital trust's preferred
securities to EBITDA) of 5.0x and minimum interest coverage ratio
(EBITDA to interest expense) of 2.5x post Sept. 30, 2006.  The
facility also contains a minimum consolidated net worth test
$1,045 million + 25% of positive net income beginning with 2005.
Fitch estimates this to be approximately $1.1 billion minimum net
worth.  As of March 31, 2006, the company had net worth of
approximately $1.8 billion, which includes $700,000 million of
goodwill. Because of the company's mix of non-bank debt (senior
public bonds, private placement notes and preferred securities)
there are varying degrees of non-bank covenants.  These include
change of control provisions in the company's private placements
and preferred securities as well as limitation on liens in the
senior unsecured bonds and private placements.  The company's
private placements also contain a minimum net worth test similar
to the bank facility covenant.  There are cross-acceleration
provisions in both the senior unsecured bonds and private
placements. Because of the change of control provisions present in
capital trust's preferred securities, it is Fitch's policy to
classify the entire $130 million principal amount as debt.

HTV is a stand-alone public company, of which the Hearst
Corporation indirectly owns approximately 72% of outstanding
common stock at March 31, 2006.  The Hearst Corporation also owns
a 20% interest in the parent company of Fitch Ratings.


HONEY CREEK: Hires Lackey Hershman as General Litigation Counsel
----------------------------------------------------------------
Honey Creek Kiwi, LLC, obtained permission from the United States
Bankruptcy Court for the Northern District of Texas to employ
Lackey Hershman LLP, as its general litigation counsel.

Lackey Hershman is expected to:

   a. represent the Debtor in any potential litigation that may
      arise in the context of Debtor's chapter 11 case;

   b. represent the Debtor in hearings and proceedings before any
      court or tribunal as may be necessary;

   c. prepare all necessary applications, motions, briefs, and
      any other pleadings, and perform all other legal services
      for the Debtor as may be necessary;

   d. provide assistance, advice, and representation concerning
      the confirmation of any proposed plan of reorganization or
      liquidation and solicitation of any acceptances, or respond
      to any rejections to the plan;

   e. provide assistance, advice and representation concerning
      the possible sale or liquidation of the Debtor's assets;

   f. provide assistance, advice and representation concerning
      any further investigation of the assets, liabilities and
      financial condition of the Debtor that may be required
      under local, state or federal law; and

   g. perform such other legal services as may be necessary.

Jamie R. Welton, Esq., a partner at Lackey Hershman, tells the
Court that he will bill $325 per hour for his services while
Steven J. Nathan, Esq., bills $275 per hour.

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

Mr. Welton can be reached at:

      Jamie R. Welton, Esq
      Lackey Hershman LLP
      The Centrum
      3102 Oak Lawn Avenue, Suite 777
      Dallas, Texas 75219
      Tel: (214) 560-2201
      Fax: (214) 560-2203
      http://www.lhlaw.net/

                       About Honey Creek

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC owns a
656-unit apartment complex known as the Honey Creek Apartments.
The company filed for chapter 11 protection on August 24, 2005
(Bankr. N.D. Tex. Case No. 05-39524).  Richard G. Grant, Esq., at
Roberts & Grant, 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 assets and debts
between $10 million and $50 million.


INDEPENDENT CAPITAL: Fitch Raises Preferred Stocks' Rating to BB
----------------------------------------------------------------
Fitch upgraded the Issuer Default Rating and short-term rating for
the Rockland, Massachusetts based Independent Bank Corp. and its
banking subsidiary, Rockland Trust Company.

Additionally, Fitch upgrades the preferred stock ratings of INDB's
two statutory business trusts, Independent Capital Trust III and
Independent Capital Trust IV.  The Rating Outlook is Stable.

The upgrade is based on the company's consistent earnings
generation and its ability to augment capital in a relatively
expeditious manner.  Fitch anticipates that INDB will continue to
build capital ratios, albeit while continuing to buy back stock.
Although INDB's tangible equity ratio recently compressed to 5.57%
due to the timing of stock buybacks, it is expected that this
ratio will stand at roughly 6% by year-end 2006.

Additionally, Fitch's view of INDB's ratings incorporates the
company's sound asset quality and reserve levels.  Although
INDB's loan portfolio does contain some relatively higher risk
credits -- particularly commercial real estate and indirect auto
exposures -- credit metrics have been consistently solid and
credit costs have remained very low.

Despite the difficult interest rate environment, INDB's net
interest margin has fluctuated only modestly.  Profitability
levels, in conjunction with the above mentioned attributes, help
place INDB comfortably within its new rated peer group.

  Independent Bank Corp.:

    -- IDR upgraded to 'BBB-' from 'BB+'
    -- Short-term upgraded to 'F3' from 'B'
    -- Individual affirmed at 'B/C'
    -- Support affirmed at '5'

  Rockland Trust Company:

    -- IDR upgraded to 'BBB-' from 'BB+'
    -- Long-term deposits upgraded to 'BBB' from 'BBB-'
    -- Short-term upgraded to 'F3' from 'B'
    -- Short-term deposits affirmed at 'F3'
    -- Individual affirmed at 'B/C'
    -- Support affirmed at '5'

The Rating Outlook is Stable.

  Independent Capital Trust III:

    -- Preferred stock upgraded to 'BB' from 'BB-'

  Independent Capital Trust IV:

    -- Preferred stock upgraded to 'BB' from 'BB-'


INTEGRATED ELECTRICAL: CEO Acquires 25,000 Shares of Common Stock
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated July 13, 2006, Michael J. Caliel, Integrated
Electrical Services, Inc.'s president and chief executive
officer, discloses he is deemed beneficially own 25,000 shares of
the company's Common Stock.  On July 12, 2006, Mr. Caliel
acquired 25,000 shares of the company's Common Stock pursuant to
the 2006 Equity Incentive Plan.

Mr. Caliel also acquired an Employee Stock Option to buy 100,000
shares of the company's Common Stock at a purchase price of
$17.36.

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

The Court confirmed the Debtors' Modified Second Amended Joint
Plan of Reorganization on Apr. 26, 2006.  That plan became
effective on May 12, 2006.  (Integrated Electrical Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.
215/945-7000)


INTEGRATED ELECTRICAL: Issues 58,072 Shares of Stock to Tontine
---------------------------------------------------------------
Curt L. Warnock, senior vice president, general counsel and
corporate secretary of Integrated Electrical Services, Inc.,
discloses in a filing with the Securities and Exchange Commission
that on July 16, 2006, the company entered into a stock purchase
agreement with Tontine Capital Overseas Master Fund, L.P.

Pursuant to the Stock Purchase Agreement, IES issued 58,072
shares of its common stock to Tontine for $1,000,000 in cash on
July 17, 2006.  The purchase price per share was based on the
closing price of IES' Common Stock quoted on the Nasdaq Stock
Market on July 14, 2006, according to Mr. Warnock.

Mr. Warnock says that the proceeds of the sale were and will be
used over the next two months by the company to invest $1,000,000
in Energy Photovoltaics, Inc., an entity in which the company
holds a minority investment.

Tontine Capital and its affiliates own approximately 33% of IES'
outstanding stock.  Joseph V. Lash, a member of Tontine
Associates, LLC, an affiliate of Tontine Capital, is a member of
the company's Board of Directors.

A full-text copy of the Stock Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?e5c

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

The Court confirmed the Debtors' Modified Second Amended Joint
Plan of Reorganization on Apr. 26, 2006.  That plan became
effective on May 12, 2006.  (Integrated Electrical Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.
215/945-7000)


INVERNESS MEDICAL: Signs Joint Venture Pact with Procter & Gamble
-----------------------------------------------------------------
Inverness Medical Innovations, Inc., signed a non-binding letter
of intent with The Procter & Gamble Company to form a joint
venture to develop and market consumer diagnostic products.

The Company disclosed that the collaboration brings its expertise
in the development and manufacture of consumer diagnostics with
P&G's expertise in the marketing and selling of consumer health
care products.  The Company will retain all rights with respect to
the development and sale of cardiology diagnostic products and its
non-consumer diagnostic businesses.


               About The Procter & Gamble Company

The Procter & Gamble Company (NYSE: PG) -- http://www.pg.com--  
has one of the strongest portfolios of trusted, quality,
leadership brands, including Pampers(R), Tide(R), Ariel(R),
Always(R), Whisper(R), Pantene(R), Mach3(R), Bounty(R), Dawn(R),
Pringles(R), Folgers(R), Charmin(R), Downy(R), Lenor(R), Iams(R),
Crest(R), Oral-B(R), Actonel(R), Duracell(R), Olay(R), Head &
Shoulders(R), Wella(R), Gillette(R), and Braun(R).  The P&G
community consists of almost 140,000 employees working in over 80
countries worldwide.

              About Inverness Medical Innovations

Based in Waltham, Massachusetts, Inverness Medical Innovations,
Inc. -- http://www.invernessmedical.com/-- is a leading global
developer of advanced diagnostic devices and is presently
exploring new opportunities for its proprietary electrochemical
and other technologies in a variety of professional diagnostic and
consumer-oriented applications including immuno-diagnostics with a
focus on women's health and cardiology.

Inverness Medical Innovations, Inc.'s 8-3/4% Senior Subordinated
Notes due 2012 carry Moody's Investors Service's Caa3 rating and
Standard & Poor's CCC+ rating.


J.P. MORGAN: Fitch Junks Rating on $5.1 Million Class M Certs.
--------------------------------------------------------------
Fitch downgrades the long-term credit rating and distressed
recovery rating of J.P. Morgan Chase Commercial Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2001-CIBC1, as:

    -- $5.1 million class M to 'CCC/DR4' from 'B-'.

In addition, Fitch upgrades and removes from Rating Watch Positive
these classes:

    -- $40.6 million class C to 'AAA' from 'AA'.
    -- $12.7 million class D to 'AAA' from 'AA-';
    -- $25.4 million class E to 'AA' from 'A-';
    -- $14 million class F to 'A+' from 'BBB+'
    -- $29.2 million class G to 'BBB' from 'BB+';
    -- $10.1 million class H to 'BB+' from 'BB'.

Fitch also upgrades this class:

    -- $7.6 million class J to 'BB' from 'BB-'.

The following classes are affirmed by Fitch:

    -- $4.8 million class A-2 at 'AAA';
    -- $607 million class A-3 at 'AAA';
    -- Interest-only class X-1 at 'AAA';
    -- Interest-only class X-2 at 'AAA';
    -- $43.1 million class B at 'AAA';
    -- $12.7 million class K at 'B+'; and
    -- $5.1 million class L at 'B'.

The $7.3 million class NR certificates are not rated by Fitch.
Class A-1 has been paid in full.

The downgrade is the result of increased Fitch expected losses on
the specially serviced assets.  Fitch-projected losses are
expected to fully deplete the class NR and negatively impact
class M.

The upgrades reflect the increased credit enhancement levels from
loan payoffs and amortization, as well as the additional
defeasance of nine loans (12%) since the last Fitch rating action.
Since issuance, 15 loans (20.8%) have defeased, including the
largest three loans (12.4%) in the pool.  As of the July 2006
distribution date, the transaction has paid down 18.8% to $824.6
million from $1.01 billion at issuance.

Currently, seven assets (2.8%) are in special servicing and are
real estate owned.  Fitch anticipates losses on all seven assets.
The largest specially serviced asset (1.2%) is a multifamily
property in Greece, New York that became REO in June 2006.  The
special servicer is in the process of curing outstanding deferred
maintenance issues prior to listing the asset for sale.

The second largest specially serviced asset (1.2%) is a
multifamily property in Irving, Texas that became REO in September
2004.  Since foreclosure, the special servicer has been working to
stabilize occupancy at the property and has completed renovation
on several units.  The special servicer expects to take the asset
to market by the second half of 2006.

The next largest specially serviced asset (0.4%) is a hotel in La
Porte, IN that became REO in September 2005.  The previous
borrower had changed the hotel flag without lender consent.  The
special servicer is currently in the process of stabilizing the
asset and evaluating the possibility of a flag change.

Fitch had designated 20 loans (11.3%) as Fitch Loans of Concern in
the pool. These include the specially serviced loans and loans
with low DSCR and occupancies.  The largest Fitch Loan of Concern
(2.7%) is a retail shopping center in Wallkill, New York and is
current. The performance decline is due to a slight drop in
effective gross income (EGI) accompanied by an increase in
operating expenses.  The occupancy at the center is high, though,
at 95% as of December 2005.  Fitch will continue to monitor the
performance of the collateral.


JETBLUE AIRWAYS: Weak Financial Profile Cues S&P to Cut Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on JetBlue
Airways Corp., including lowering the long-term corporate credit
rating to 'B' from 'B+' and the unsecured debt rating to 'CCC+'
from 'B-', due to the company's weakened financial profile.

All ratings are removed from CreditWatch, where they were placed
with negative implications on April 25, 2006.  The outlook is
stable.

"Although JetBlue reported a $14 million profit in the second
quarter of 2006, after two successive quarters of losses, the
company is expected to continue to experience pressure on earnings
due to continued high fuel prices," said Standard & Poor's credit
analyst Betsy Snyder.

"As a result, its financial profile, which has weakened
significantly from historically strong levels, is expected to
recover only modestly over the near to intermediate term."

The ratings on Forest Hills, New York-based JetBlue reflect a
weaker financial profile after losses that began in 2005, with
only modest improvement expected in 2006; and the inherent risk
characteristics of the U.S. airline industry.

Ratings also incorporate the company's relatively low operating
costs, despite ongoing high fuel prices, and continuing high
demand for its product offering.  Since the second half of 2004,
the company's results have been hurt by high fuel prices, with
only minimal fuel hedges in place as an offset.

JetBlue has instituted a "Return to Profitability" plan that
includes:

   * the sale of five A320 aircraft;

   * the deferral of 12 A320 aircraft that had been scheduled for
     delivery in the 2007-2009 period to 2011-2012;

   * a greater focus on short- to medium-haul flying; and

   * revenue enhancements and nonfuel cost reductions.

While the company has made some progress thus far, with a second-
quarter profit of $14 million, it still expects to achieve an
operating margin of only 2%-4% in 2006, compared with 5.4% in
2005, and well below the 19% achieved in 2003.

As a result of the company's declining financial performance and
incremental debt to finance new aircraft deliveries, its financial
profile has weakened significantly.  In 2005, its EBITDA interest
coverage declined to around 1.4x from 2.4x in 2004, funds from
operations to debt declined to around 5% from 10%, and debt to
capital increased to around 79% from 75%.  These ratios are not
expected to materially improve over the near to intermediate term
due to continued weak profitability and incremental debt to
finance new aircraft.

The company currently serves 40 destinations, primarily from New
York's JFK airport and Long Beach airport in Southern California.

JetBlue's costs are expected to remain under pressure as long as
fuel prices remain high.  However, its credit ratios should
improve modestly over the near to intermediate term as benefits
from its Return to Profitability plan are realized.  If the
company were to experience material losses, the outlook could be
revised to negative.  Revision to a positive outlook is not
considered likely.


JOURNAL REGISTER: Weak Financial Profile Cues S&P to Cut Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on newspaper publisher Journal
Register Co. to 'BB-' from 'BB'.  These ratings were removed from
CreditWatch where they were listed with negative implications on
June 19, 2006.  The outlook is negative.  The Trenton, New Jersey-
headquartered company had about $740 million of debt outstanding
at June 2006.

"The downgrade reflects Journal Register's weaker financial
profile resulting from a decrease in operating cash flow due to
the continued challenging revenue climate," said Standard & Poor's
credit analyst Donald Wong.  In addition, the prospects for
improvement in the company's financial position will be
constrained by heavier capital spending over the next year or so
for a print facility expansion project.


LA PALOMA: S&P Affirms Low-B Ratings on $525 Million Loans
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating and
'1' recovery rating on La Paloma Generating Co. LLC's:

    * $265 million secured term loan B due 2012,
    * senior-lien $65 million working-capital facility, and
    * $40 million synthetic LC facility.

Standard & Poor's also affirmed its 'B' rating and '5' recovery
rating on La Paloma's second-lien $155 million term loan C.

At the same time, Standard & Poor's revised its outlook on all the
facilities to negative from stable.

"The revised outlook reflects La Paloma's vulnerable financial
performance because of depressed market power prices that resulted
from robust regional hydroelectric conditions," said Standard &
Poor's credit analyst David Bodek.

Standard & Poor's also said that these problems were compounded by
operational issues that included plant forced outages, the effects
of weather on transmission access, and the acceleration of certain
maintenance projects in a bid to improve long-term reliability.

The negative outlook on La Paloma reflects concerns flowing from
financial performance that has fallen short of anticipated levels,
including projections under certain stress scenarios.

La Paloma owns a net 1,022 MW combined-cycle, natural gas-fired
power plant near McKittrick, California.  La Paloma acquired the
plant in August 2005.


LA REINA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: La Reina Management, Inc.
        1 Ponce de Leon Street
        Esq. Georgetti
        Caguas, Puerto Rico 00725
        Tel: (787) 743-4445

Bankruptcy Case No.: 06-02477

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                               Case No.
      ------                               --------
      La Reina De Humacao, Inc.            06-02478
      La Reina De Caguas, Inc.             06-02479
      La Reina De Pe¤uelas, Inc.           06-02480
      La Reina De Vega Baja, Inc.          06-02481
      La Reina De Comerio, Inc.            06-02482
      La Reina De Cidra, Inc.              06-02483
      La Reina De Barrio Obrero, Inc.      06-02484
      La Reina De Juana Diaz, Inc.         06-02485
      La Reina De Manati, Inc.             06-02486
      Menos De $1 y Mas, Inc.              06-02487
      La Reina De Fajardo, Inc.            06-02488
      La Reina De Turabo, Inc.             06-02489

Type of Business: La Reina Management, Inc., is engaged in the
                  administration of its affiliated companies'
                  funds through the performance of functions such
                  as merchandise purchases, payment to suppliers
                  and employees, record keeping of expenses
                  allocation, and other miscellaneous management
                  services.  The Debtor's revenues consist of fees
                  charged to the affiliates for these services.

Chapter 11 Petition Date: July 26, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jose Raul Cancio Bigas, Esq.
                  134 Mayaguez Street
                  Hato Rey, Puerto Rico 00917
                  Tel: (787) 763-1940
                  Fax: (787) 758-9238

Debtors' Total Assets and Liabilities as of January 31, 2006:

                                    Total Assets   Total Debts
                                    ------------   -----------
   La Reina Management, Inc.         $14,166,830   $13,810,411
   La Reina De Humacao, Inc.            $686,484      $640,624
   La Reina De Caguas, Inc.             $660,076      $431,535
   La Reina De Pe¤uelas, Inc.           $636,769      $477,711
   La Reina De Vega Baja, Inc.          $762,773      $810,578
   La Reina De Comerio, Inc.            $498,769      $152,940
   La Reina De Cidra, Inc.              $669,023      $738,553
   La Reina De Barrio Obrero, Inc.      $709,185      $506,749
   La Reina De Juana Diaz, Inc.         $701,556      $424,023
   La Reina De Manati, Inc.             $672,681      $820,537
   Menos De $1 y Mas, Inc.              $516,960      $612,792
   La Reina De Fajardo, Inc.            $626,436      $726,860
   La Reina De Turabo, Inc.             $554,371      $502,475

La Reina Management, Inc.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Kimberly Clark PR, Inc.            Supplies              $476,033
P.O. Box 191859
San Juan, PR 00919-1859

Unilever de Puerto Rico            Supplies              $291,496
P.O. Box 70129
San Juan, PR 00936-7129

Wyeth Consumer Healthcare          Supplies              $239,096
P.O. Box 70124
San Juan, PR 00936-7124

Howland Caribbean Corp.            Supplies              $159,792
P.O. Box 1895
San Juan, PR 00919

The Clorox Commercial              Supplies              $101,524
P.O. Box 2133
San Juan, PR 00922-2133

Colgate-Palmolive                  Supplies              $101,300

Mattel Latin America Ex            Supplies               $85,654

P&G Commercial Co.                 Supplies               $84,266

Alberto Culver                     Supplies               $66,392

Markwins Int. Corp.                Supplies               $59,699

Four Seasons                       Supplies               $57,201

Cadbury Adams PR                   Supplies               $49,843

Glaxo Smith-Kline                  Supplies               $39,642

Famosa America Inc.                Supplies               $32,523

Insular Trading Co.                Supplies               $31,564

Johnson Wax                        Supplies               $29,304

Country Silk, Inc.                 Supplies               $28,614

Johnson & Johnson                  Supplies               $28,134

Pan Pepin                          Supplies               $28,040

Lander Co., Inc.                   Supplies               $27,297

La Reina Management's affiliates do not have any creditors who are
not insiders.


LARRY'S MARKETS: Gets Final Nod on Giuliani Capital as Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
gave its final approval for Larry's Markets, Inc., to employ
Giuliani Capital Advisors LLC, as its financial advisor and
investment banker.

As reported in the Troubled Company Reporter on May 26, 2006,
Larry's Markets obtained interim permission from the Court to
employ Giuliani Capital.  The Firm is primarily expected to
provide advice regarding the potential sale of the Debtor's stocks
or assets, the development of the Debtor's business plans and
financial projections, and the development of a restructuring
plan.

The Debtor will pay the Firm a $65,000 monthly advisory fee, and
will also receive a fee of 5% of the transaction value in a sale
or orderly liquidation of the Debtor's assets.

                     About Larry's Markets

Headquartered in Kirkland, Washington, Larry's Markets, Inc. --
http://www.larrysmarkets.com/-- operates several supermarkets and
department stores in the U.S. Northwest.  The company filed for
chapter 11 protection on May 7, 2006 (Bankr. W.D. Wash. Case No.
06-11378).  Armand J. Kornfeld, Esq., at Bush Strout & Kornfeld,
represents the Debtor.  The Official Committee of Unsecured
Creditors has selected Marc L. Barreca, Esq., and Michael J.
Gearin, Esq., at Preston Gates & Ellis LLP, to represent it in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it listed total assets of $12,574,695 and total debts
of $21,489,800.


LEGACY ESTATE: Court to Consider $90MM Purchase Offer on Aug. 16
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
in Santa Rosa will convene a hearing at 10:00 a.m., on Aug. 16,
2006, to consider the sale of substantially all of The Legacy
Estate Group LLC's assets to FAB Acquisition Company LLC, subject
to higher and better offers.  The assets sold will be free and
clear of any liens.

FAB Acquisition is an organization founded by winery owner William
S. Price and Huneeus Vinters LLC.  FAB Acquisition proposes to
purchase the Debtor's assets, including the Freemark Abbey winery
in Napa Valley, the Arrowood winery in Sonoma and the Byron winery
in Santa Maria, for $90 million in cash.  FAB Acquisition is
entitled to receive a $900,00 break-up fee in the event that the
Debtor's assets are sold to another buyer at the August 16
auction.

The sale to FAB will be subject to overbid pursuant to court-
approved bid procedures.  Interested bidders must qualify to
participate in the auction by Aug. 9, 2006.  The Debtor has
submitted a bid procedures proposal that, among other things,
limits initial overbids at not less than $93 million.  The Court
will consider approval of the proposed bid procedures on Aug. 3,
2006.

A copy of the proposed bid procedures is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060727043323

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and Connaught Capital Partners, LLC, filed for
chapter 11 protection on November 18, 2005 (Bankr. N.D. Calif.
Case No. 05-14659).  John Walshe Murray, Esq., Lovee Sarenas,
Esq., and Robert A. Franklin, Esq., at the Law Offices of Murray
and Murray represent the Debtors in their restructuring efforts.
Lawyers at Winston & Strawn LLP represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they estimated more than $100 million in
assets and debts between $50 million and $100 million.


LIVING WATER: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Living Water Outreach Ministries Inc.
        2104 West Martin Luther King Boulevard
        Los Angeles, California 90008

Bankruptcy Case No.: 06-13440

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: July 27, 2006

Court: Central District of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Philip Falese, Esq.
                  4929 Wilshire Boulevard, Suite 700
                  Los Angeles, California 90010
                  Tel: (323) 634-7829

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Clifford England                   Mortgagee             $340,000
1503 Merriman
Glendale, CA 91202-1212

M&M Investments, Inc.              Judgment Lien         $236,979
c/o Jerry L. Freedman, Esq.
15313 Magnolia Boulevard
Suite 408
Sherman Oaks, CA 91403

Sylvestor Chuckwura                Loan                  $200,000
1851 Browning Boulevard
Sherman Oaks, CA 91403

Noble Debamaka                     Loan                   $75,000
P.O. Box 1850
Los Angeles, CA 90018

Charity Debamaka                   Loan                   $75,000
P.O. Box 1850
Los Angeles, CA 90018

Patricia Driscoll, Esq.            Legal Fees             $35,000

JSJ Motors                         Automobile             $13,000

Dell Corporation                   Office Equipment       $11,000

Los Angeles Tax Collector          Property Tax           $10,000

Home Depot                         Fixtures                $7,000

California Fair Plan               Insurance               $1,700

Yates & Associates                 Insurance               $1,400

ADT                                Security                $1,200

Los Angeles DWP                    Utility              Revolving

Pacific Bell                       Utility              Revolving

Southern California Gas Company    Utility              Revolving


MASTR ASSET: S&P Lifts Low-B Ratings on 11 Class Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 41
classes of mortgage pass-through certificates from seven MASTR
Asset Securitization Trust series issued between 2002 and 2005.
Concurrently, the ratings on the remaining classes from these
seven transactions, as well as those from 18 other MASTR series
are affirmed.

The upgrades reflect increased current and projected credit
support percentages that are sufficient to support the raised
ratings.  The increased credit support percentages are the result
of significant principal prepayments and the shifting interest
payment structure of the transactions.

As of the June 2006 remittance period, the pools supporting the 41
upgraded classes had outstanding balances ranging from 11% (series
2002-8) to 45% (series 2003-6) of their original sizes.
Furthermore, total delinquencies in the upgraded series ranged
between 0.00% (series 2003-2) and 1.24% (series 2002-8) of the
current pool principal balances, with the largest percentage of
severe delinquencies (90-plus days, foreclosure, and REO) coming
from series 2003-5 (0.29%).

The affirmations reflect actual and projected credit enhancement
percentages that are sufficient to support the current ratings.
The mortgage pools backing the classes with the affirmed ratings
had total delinquencies ranging from 0.00% (various series) to
1.45% (series 2004-4) and severe delinquencies ranging from 0.00%
(various series) to 0.53% (series 2004-9).

All of the MASTR Asset Securitization Trust pools have performed
well.  The pools have experienced either zero (19 series) or low
cumulative losses.  The largest cumulative loss, as a percentage
of original pool balance, was 0.04% (series 2003-1).
Additionally, for the June 2006 remittance period, all pools
experienced zero monthly net losses.

Credit support for all of the transactions is provided by a
senior-subordinate structure with cross-collateralization and
shifting interest features.  The collateral backing the
certificates originally consisted of 15- to 30-year prime fixed-
rate mortgage loans secured by one- to four-family residential
properties.

                         Ratings Raised

                   MASTR Asset Securitization Trust

                                                    Rating
                                                    ------
    Series        Class                           To     From
    ------        -----                           --     ----
    2002-8        B-2                             AAA    AA+
    2002-8        B-3                             AA+    AA-
    2003-1        15-B-1                          AAA    AA+
    2003-1        15-B-2                          AA+    AA-
    2003-1        15-B-3                          A+     BBB
    2003-1        15-B-4                          BBB    BB
    2003-1        15-B-5                          BB     B
    2003-1        30-B-1                          AAA    AA+
    2003-1        30-B-2                          AA+    AA-
    2003-1        30-B-3                          A+     BBB+
    2003-1        30-B-4                          BBB+   BB+
    2003-1        30-B-5                          B+     B
    2003-2        15-B-1                          AAA    AA+
    2003-2        15-B-2                          AA-    A+
    2003-2        15-B-3                          BBB+   BBB
    2003-2        15-B-4                          BB+    BB
    2003-2        30-B-2                          AA+    AA
    2003-2        30-B-3                          AA-    A
    2003-2        30-B-4                          A-     BBB
    2003-2        30-B-5                          BB     B+
    2003-3        B-1                             AAA    AA+
    2003-3        B-2                             AA+    A+
    2003-3        B-3                             A      BBB
    2003-3        B-4                             BBB    BB
    2003-3        B-5                             BB     B
    2003-4        B-1                             AA+    AA
    2003-4        B-2                             AA     A
    2003-4        B-3                             A      BBB
    2003-4        B-4                             BBB    BB
    2003-4        B-5                             B+     B
    2003-4        6-B-1                           AA+    AA
    2003-4        6-B-2                           AA-    A
    2003-4        6-B-3                           BBB+   BBB
    2003-4        6-B-4                           BB+    BB
    2003-5        B-1                             AA+    AA
    2003-5        B-2                             A+     A
    2003-5        B-3                             BBB+   BBB
    2003-6        15-B-1                          AA+    AA
    2003-6        15-B-2                          A+     A

                         Ratings Affirmed

                  MASTR Asset Securitization Trust

    Series   Class                                       Rating
    ------   -----                                       ------
    2002-8   1-PO, 1-A-X, 1-A-1                           AAA
    2002-8   1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-11           AAA
    2002-8   2-A-5, 2-A-6, 2-PO, 2-A-X, B-1               AAA
    2003-1   1-A-1, 2-A-3, 2-A-4                          AAA
    2003-1   2-A-6, 2-A-10, 2-A-11                        AAA
    2003-1   2-A-12, 2-A-13, 2-A-14, 2-A-15, 2-A-16       AAA
    2003-1   2-A-17, 2-A-18                               AAA
    2003-1   3-A-1, 3-A-2, 3-A-3, 3-A-4, 3-A-5            AAA
    2003-1   3-A-6, 3-A-7, PO, 15-A-X, 30-A-X             AAA
    2003-2   1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-6            AAA
    2003-2   2-A-7, 2-A-8, 2-A-9, 2-A-10                  AAA
    2003-2   15-A-X, PO, 3-A-2, 3-A-5                     AAA
    2003-2   3-A-10, 3-A-11, 3-A-12, 3-A-13               AAA
    2003-2   3-A-14, 30-A-X                               AAA
    2003-2   15-B-5                                       B
    2003-2   30-B-1                                       AAA
    2003-3   1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4            AAA
    2003-3   3-A-2, 3-A-3, 3-A-4, 3-A-5, 3-A-6, 3-A-7     AAA
    2003-3   3-A-8, 3-A-17, 3-A-18                        AAA
    2003-3   4-A-1, 5-A-1, PO-1, PO-2, A-X-1, A-X-2       AAA
    2003-3   A-X-3, A-X-4                                 AAA
    2003-4   1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5     AAA
    2003-4   2-A-6, 2-A-7, 3-A-1, 3-A-2, 4-A-1, 4-A-2     AAA
    2003-4   4-A-3, 5-A-1, 6-A-1, 6-A-2, 6-A-3, 6-A-5     AAA
    2003-4   6-A-6, 6-A-7, 6-A-8, 6-A-9, 6-A-10, 6-A-11   AAA
    2003-4   6-A-16, 6-A-17, 7-A-1, 7-A-2, 8-A-1, 8-A-2   AAA
    2003-4   8-A-3, 8-A-4, C-A-1, C-A-2, PO, 15-A-X       AAA
    2003-4   30-A-X                                       AAA
    2003-4   6-B-5                                        B
    2003-5   1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5     AAA
    2003-5   3-A-1, 4-A-1, 4-A-2, 4-A-3, 4-A-4, 4-A-5     AAA
    2003-5   5-A-1, 15-P-O, 30-P-O, 15-A-X, 30-A-X        AAA
    2003-5   B-4                                          BB
    2003-5   B-5                                          B
    2003-6   1-A-1, 2-A-1, 3-A-1, 3-A-2, 3-A-3            AAA
    2003-6   3-A-5, 4-A-1, 5-A-1, 6-A-1, 6-A-2, 6-A-3     AAA
    2003-6   6-A-4, 6-A-5, 6-A-6, 6-A-7, 6-A-8, 6-A-9     AAA
    2003-6   7-A-1, 8-A-1, 9-A-1, 9-A-2, 9-A-3, 9-A-4     AAA
    2003-6   9-A-5, 9-A-6, 9-A-7, P-O, PP-A-X, 15-A-X     AAA
    2003-6   30-A-X                                       AAA
    2003-6   30-B-1                                       AA
    2003-6   30-B-2                                       A
    2003-6   15-B-3, 30-B-3                               BBB
    2003-6   15-B-4, 30-B-4                               BB
    2003-6   15-B-5, 30-B-5                               B
    2003-7   1-A-1, 1-A-2, 1-A-3, 2-A-1, 2-A-2, 2-A-3     AAA
    2003-7   2-A-4, 2-A-5,.2-A-6, 2-A-7, 3-A-1, 3-A-2     AAA
    2003-7   4-A-1, 4-A-2, 4-A-3, 4-A-4, 4-A-6            AAA
    2003-7   4-A-7, 4-A-8, 4-A-12, 4-A-18                 AAA
    2003-7   4-A-19, 4-A-21, 4-A-22, 4-A-24               AAA
    2003-7   4-A-32, 4-A-33, 4-A-34, 4-A-35, 4-A-36       AAA
    2003-7   4-A-37, 4-A-38, 4-A-41, 4-A-42               AAA
    2003-7   4-A-44, 4-A-45, 4-A-46, 5-A-1, 15-P-O        AAA
    2003-7   30-P-O, PP-A-X, 15-A-X, 30-A-X               AAA
    2003-7   B-1                                          AA
    2003-7   B-2                                          A
    2003-7   B-3                                          BBB
    2003-7   B-4                                          BB
    2003-7   B-5                                          B
    2003-8   1-A-1, 2-A-1, 3-A-1, 3-A-2, 3-A-3, 3-A-4     AAA
    2003-8   3-A-5, 3-A-6, 3-A-7, 3-A-8, 3-A-9, 3-A-10    AAA
    2003-8   3-A-11, 3-A-12, 3-A-13, 4-A-1, 4-A-2, 5-A-1  AAA
    2003-8   5-A-2, 6-A-1, 7-A-1, 8-A-1, 15-P-O, 30-P-O   AAA
    2003-8   PP-A-X, 15-A-X, 30-A-X                       AAA
    2003-8   B-1                                          AA
    2003-8   B-2                                          A
    2003-8   B-3                                          BBB
    2003-8   B-4                                          BB
    2003-8   B-5                                          B
    2003-9   1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5     AAA
    2003-9   2-A-6, 2-A-7, 2-A-8, 2-A-9, 2-A-10, 2-A-11   AAA
    2003-9   2-A-12, 3-A-1, 4-A-1, 4-A-2, 5-A-1, 5-A-2    AAA
    2003-9   5-A-3, 15-PO, 30-PO, 15-A-X, 30-A-X          AAA
    2003-9   B-1                                          AA
    2003-9   B-2                                          A
    2003-9   B-3                                          BBB
    2003-9   B-4                                          BB
    2003-9   B-5                                          B
    2003-10  1-A-1, 1-A-2, 2-A-1, 3-A-1, 3-A-2, 3-A-3     AAA
    2003-10  3-A-4, 3-A-5, 3-A-6, 3-A-7, 4-A-1, 5-A-1     AAA
    2003-10  6-A-1, 15-PO, 30-PO, 15-A-X, 30-A-X          AAA
    2003-10  B-1                                          AA
    2003-10  B-2                                          A
    2003-10  B-3                                          BBB
    2003-10  B-4                                          BB
    2003-10  B-5                                          B
    2003-11  1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5     AAA
    2003-11  2-A-6, 2-A-7, 2-A-8, 2-A-9, 2-A-10, 2-A-11   AAA
    2003-11  2-A-12, 3-A-1, 3-A-2, 3-A-3, 4-A-1, 5-A-1    AAA
    2003-11  5-A-2, 6-A-1, 6-A-2, 6-A-3, 6-A-4            AAA
    2003-11  6-A-6, 6-A-7, 6-A-8, 6-A-9, 6-A-10, 6-A-11   AAA
    2003-11  6-A-12, 6-A-13, 6-A-14, 6-A-15, 6-A-16       AAA
    2003-11  6-A-17, 7-A-1, 7-A-2, 7-A-3, 7-A-4, 7-A-5    AAA
    2003-11  7-A-6, 7-A-7, 8-A-1, 9-A-1, 9-A-2, 9-A-3     AAA
    2003-11  9-A-4, 9-A-5, 9-A-6, 9-A-7, 9-A-8, 10-A-1    AAA
    2003-11  30-P-O, 15-P-O, 15-A-X, 30-A-X               AAA
    2003-11  B-1                                          AA
    2003-11  B-2                                          A
    2003-11  B-3                                          BBB
    2003-11  B-4                                          BB
    2003-11  B-5                                          B
    2003-12  1-A-1, 1-A-2, 2-A-1, 3-A-1, 3-A-2, 3-A-3     AAA
    2003-12  3-A-4, 3-A-5, 3-A-6, 3-A-7, 3-A-8, 3-A-9     AAA
    2003-12  3-A-10, 4-A-1, 5-A-1, 5-A-2, 6-A-1, 6-A-2    AAA
    2003-12  15-PO, 30-PO, 15-A-X, 30-A-X                 AAA
    2003-12  B-1                                          AA
    2003-12  B-2                                          A
    2003-12  B-3                                          BBB
    2003-12  B-4                                          BB
    2003-12  B-5                                          B
    2004-1   1-A-1, 1-A-3, 1-A-6, 1-A-7, 1-A-8, 1-A-9     AAA
    2004-1   1-A-10, 1-A-11, 1-A-12, 2-A-1, 3-A-1, 3-A-2  AAA
    2004-1   3-A-3, 3-A-4, 3-A-5, 3-A-6, 3-A-7, 3-A-8     AAA
    2004-1   4-A-1, 4-A-2, 5-A-4, 5-A-8, 5-A-13           AAA
    2004-1   5-A-14, 5-A-15, 5-A-16, 5-A-17, 5-A-18       AAA
    2004-1   5-A-19, 5-A-20, 15-P-O, 30-P-O, 15-A-X       AAA
    2004-1   30-A-X                                       AAA
    2004-1   B-1                                          AA
    2004-1   B-2                                          A
    2004-1   B-3                                          BBB
    2004-1   B-4                                          BB
    2004-1   B-5                                          B
    2004-P2  A-1, A-1-I-O, A-2                            AAA
    2004-P2  B-1                                          AA
    2004-P2  B-2                                          A
    2004-P2  B-3                                          BBB
    2004-P2  B-4                                          BB
    2004-P2  B-5                                          B
    2004-3   P-O, 1-A-1, 1-A-2, 1-A-3, 2-A-1, 3-A-1       AAA
    2004-3   3-A-2, 4-A-2, 4-A-3, 4-A-4, 4-A-5, 4-A-6     AAA
    2004-3   4-A-7, 4-A-8, 4-A-9, 4-A-10, 4-A-11, 4-A-12  AAA
    2004-3   4-A-13, 4-A-14, 4-A-15, 5-A-1, 5-A-X         AAA
    2004-3   15-A-X, 30-A-X                               AAA
    2004-3   B-1                                          AA
    2004-3   B-2                                          A
    2004-3   B-3                                          BBB
    2004-3   B-4                                          BB
    2004-3   B-5                                          B
    2004-4   P-O, 30-A-X, 1-A-1, 1-A-2, 1-A-3, 1-A-4      AAA
    2004-4   1-A-5, 1-A-6, 1-A-7, 1-A-8, 2-A-1, 15-A-X    AAA
    2004-4   2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6, 2-A-7     AAA
    2004-4   2-A-8, 3-A-1                                 AAA
    2004-4   B-4                                          BB
    2004-4   B-5                                          B
    2004-5   1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6     AAA
    2004-5   2-A-1, 15-P-O, 15-A-X, 30-P-O, 30-A-X        AAA
    2004-5   B-3                                          BBB-
    2004-5   B-4                                          BB
    2004-5   B-5                                          B
    2004-6   1-A-1, 1-A-2                                 AAA
    2004-6   2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6     AAA
    2004-6   2-A-7, 2-A-8, 2-A-9, 2-A-10, 2-A-11          AAA
    2004-6   2-A-12, 2-A-13, 2-A-14, 2-A-15               AAA
    2004-6   3-A-1, 4-A-1, 5-A-1, 5-A-2, 6-A-1, 7-A-1     AAA
    2004-6   30-P-O, 15-P-O, 30-A-X, 15-A-X               AAA
    2004-6   B-1, 1-B-1                                   AA
    2004-6   B-2, 1-B-2                                   A
    2004-6   B-3, 1-B-3                                   BBB
    2004-6   B-4, 1-B-4                                   BB
    2004-6   B-5, 1-B-5                                   B
    2004-8   1-A-1, 2-A-1, 3-A-1, 4-A-1, 4-A-2, 4-A-3     AAA
    2004-8   A-X, P-O                                     AAA
    2004-8   B-1, 4-B-1                                   AA
    2004-8   B-2, 4-B-2                                   A
    2004-8   B-3, 4-B-3                                   BBB
    2004-8   B-4, 4-B-4                                   BB
    2004-8   B-5, 4-B-5                                   B
    2004-9   1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 3-A-1     AAA
    2004-9   3-A-2, 3-A-3, 3-A-4, 3-A-5, 3-A-6, 3-A-7     AAA
    2004-9   4-A-1, 5-A-1, 6-A-1, 7-A-1, 8-A-2            AAA
    2004-9   30-A-X, P-O, 15-A-X                          AAA
    2004-9   15-B-1, 8-B-1                                AA
    2004-9   15-B-2, 8-B-2                                A
    2004-9   15-B-3, 8-B-3                                BBB
    2004-9   30-B-3                                       BBB-
    2004-9   30-B-4, 15-B-4, 8-B-4                        BB
    2004-9   30-B-5, 15-B-5, 8-B-5                        B
    2004-10  1-A-1, 2-A-1, 2-A-2, 2-A-3, 3-A-1, 4-A-1     AAA
    2004-10  4-A-2, 4-A-3, 4-A-4, 5-A-1, 5-A-2, 5-A-3     AAA
    2004-10  5-A-4, 5-A-5, 5-A-6, 6-A-1, 15-A-X, 30-A-X   AAA
    2004-10  15-P-O, 30-P-O                               AAA
    2004-10  B-1                                          AA
    2004-10  B-2                                          A
    2004-10  B-3                                          BBB
    2004-10  B-4                                          BB
    2004-10  B-5                                          B
    2004-11  1-A-1, 2-A-1, 3-A-1, 4-A-1, 4-A-2, 4-A-3     AAA
    2004-11  4-A-4, 4-A-5, 5-A-1, 5-A-2, 5-A-3            AAA
    2004-11  5-A-4, 5-A-5, 15-P-O, 30-P-O, 15-A-X         AAA
    2004-11  30-A-X                                       AAA
    2004-11  B-5                                          B
    2005-1   15-PO, 15-A-X, 30-P-O, 30-A-X, 1-A-1, 2-A-1  AAA
    2005-1   2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6, 2-A-7     AAA
    2005-1   2-A-8, 2-A-9                                 AAA
    2005-1   B-1                                          AA
    2005-1   B-4                                          BB
    2005-1   B-5                                          B
    2005-2   P-O, A-X, 1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5  AAA
    2005-2   1-A-6, 2-A-1, 2-A-2, 3-A-1, 4-A-1            AAA
    2005-2   B-1                                          AA
    2005-2   B-2                                          A
    2005-2   B-3                                          BBB
    2005-2   B-4                                          BB
    2005-2   B-5                                          B


MATHON FUND: Files Joint Plan of Reorganization in Arizona
----------------------------------------------------------
Mathon Fund LLC and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the District of Arizona a joint plan of
reorganization and an accompanying a disclosure statement
explaining that plan on July 7, 2006.

                       Treatment of Claims

Under the Plan, Class 1B Wage Claims and Class 3D Claims will be
paid in full on the effective date of the Plan, while Class 1C Tax
Claims will be paid in full in installments over five years after
Nov. 13, 2005, with interest.

Holders of Class 2A Lessor Secured Claims will receive payment in
the amount of the allowed secured claim, with interest at a rate
determined in accordance with the Plan, in monthly installments
over the balance of the lease term.

Holders of Class 2B Deposit Secured Claims will be entitled, on
the effective date of the Plan, to apply the deposits in full
payment of the secured portion of their claims.  If the total
claim exceeds the amount of the deposit, the balance of the claim
will be treated as a General Claim in Class 3C.

Class 2C Secured Tax Claims will be treated in the same manner as
tax claims, except that the holder will retain a lien on any
collateral to secure payment of the amounts provided for in the
Plan.

Each holder of an Investor Claim will be entitled to elect between
treatment as a participating investor or treatment as a non-
participating investor.  Each participating investor will be
eligible to share in distributions from the liquidating trust and
the participating trust, pro rata based on net investment amount.
Each participating investor other than ineligible investors will
also receive a release of avoidance claims.

Holders of Class 3B Claims will release all their Claims against
the Debtor's debtor-affiliates and other conservatorship entities.

Each holder of a Class 3E Claim may elect to receive either:

   (i) 90% of the allowed amount of their Claim in cash on the
       effective date of the Plan; or

  (ii) 100% of their Claim in equal quarterly installments, over
       five years from the effective date of the Plan, with
       interest at a rate to be determined by the Court.

Holders of Class 3C ACC Claim will not receive any distributions
under the Plan and holders of Class 4A Interests will receive
nothing on account of their interests in the Debtor.

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

   http://www.researcharchives.com/bin/download?id=060727042506

Headquartered in Phoenix, Arizona, Mathon Fund LLC and its
debtor-affiliates filed for chapter 11 protection on Nov. 13, 2005
(Bankr. D. Ariz. Case Nos. 05-27993 through 05-27995).
Lawrence E. Wilk, Esq., at Jaburg & Wilk, P.C. represents the
Debtors in their restructuring efforts.  Alan A. Meda, Esq., at
Stinson Morrison Hecker LLP represents the Official Committee of
Unsecured Creditors.  When Mathon Fund filed for protection from
its creditors, it listed assets totaling $16,851,721 and debts
totaling $79,259,996.


MATHON FUND: Selling 325-Acre Connecticut Property on Sept. 12
--------------------------------------------------------------
Mathon Fund LLC obtained permission from the U.S. Bankruptcy Court
for the District of Arizona to sell its 325-Acre real property in
New London Waterford Airport in Connecticut.

An auction will be on Sept. 12, 2006, 9:00 a.m., at Courtroom No.
702, 7th Floor, 230 North First Avenue, in Phoenix, Arizona.

Qualifying bids must be received by the Debtor not later than 5:00
p.m. on September 5, 2006.

Qualified bidders must provide an overbid deposit of $100,000.

The bidding will begin at $12,274,700, with increments of
$50,000 for the subsequent bids.

Meridian Development Partners LLC, as stalking-horse bidder,
is entitled to a $224,700 breakup fee if its purchase price is
exceeded by a successful bidder.

For further bid procedure information, please contact
Mr. Ed Standage at (480) 215-7248.

Headquartered in Phoenix, Arizona, Mathon Fund LLC and its
debtor-affiliates filed for chapter 11 protection on Nov. 13, 2005
(Bankr. D. Ariz. Case Nos. 05-27993 through 05-27995).
Lawrence E. Wilk, Esq., at Jaburg & Wilk, P.C. represents the
Debtors in their restructuring efforts.  Alan A. Meda, Esq., at
Stinson Morrison Hecker LLP represents the Official Committee of
Unsecured Creditors.  When Mathon Fund filed for protection from
its creditors, it listed assets totaling $16,851,721 and debts
totaling $79,259,996.


MIDLAND COGENERATION: Consumers Energy Sells Interests to GSO
-------------------------------------------------------------
Consumers Energy, the principal subsidiary of CMS Energy, has
reached an agreement to sell the utility's interests in the
1,500-megawatt Midland Cogeneration Venture to GSO Capital
Partners and Rockland Capital Energy Investments for
$60.5 million.

Consumers Energy owns 49% of the MCV Partnership, which leases and
operates the facility near Midland, Michigan.  Consumers Energy
also indirectly owns 35% of the facility and along with the other
owners leases the facility to the MCV Partnership.

The sales agreement calls for GSO and Rockland to purchase all of
the Michigan utility's interests.  GSO and Rockland also will
provide Consumers Energy a financial guarantee to back certain
contingent obligations.

Consumers Energy is the main customer for the MCV's electricity
output.  The utility's contract to purchase power from the plant,
and the associated customer rates, are not affected by the sale.

The sale is the result of a competitive process.  Proceeds from
the sale will be used to reduce debt at the utility, following a
review by the Michigan Public Service Commission.

CMS Energy said if the sale closes this fall, as expected, it
would boost 2006 cash flow by about $56 million and reduce 2006
reported and adjusted earnings by about 4 cents per share.  The
Company said it is maintaining its guidance for 2006 adjusted
earnings, excluding mark-to-market impacts, of about $1 per share.
CMS Energy does not provide specific reported earnings guidance
because of the uncertainties associated with the expected reversal
of mark-to-market gains and losses from potential asset sales.

The natural gas-fired MCV facility can produce up to 1,500
megawatts of electricity and up to 1.35 million pounds per hour of
industrial steam. It began commercial operation in 1990.

Sustained high natural gas prices led the MCV Partnership to
reevaluate the economics of the facility last year.  Those high
gas prices also led Consumers Energy to examine several long-term
alternatives for its MCV interests, including a competitive sale.

David Joos, the president and chief executive officer of CMS
Energy, said the sale of the MCV interests reduces CMS Energy's
financial risk.  "This sale will reduce our exposure to sustained
high natural gas prices and allow us to pay down debt at the
utility at a time when interest rates are rising," he said.

J.P. Morgan Securities Inc. served as financial advisor for
Consumers Energy and managed the competitive sale process.

                      About GSO Capital

GSO Capital Partners LP is an investment advisor specializing in
the leveraged finance marketplace.  Funds managed by GSO invest in
a broad array of assets including private equity securities,
mezzanine securities and leveraged loans.  The firm has
approximately $5 billion in assets under management and has over
90 professionals in New York, London and Houston.

                     About Rockland Capital

Rockland Capital Energy Investments is a private energy investment
company founded in 2003 to focus on the acquisition, development
and optimization of companies and projects in the North America
and European energy sectors.

                  About Consumers Energy Company

Headquartered in Jackson, Michigan, Consumers Energy Company --
http://www.consumersenergy.com/-- a wholly owned subsidiary of
CMS Energy Corporation, is a combination electric and natural gas
utility that serves more than 3.3 million customers in Michigan's
Lower Peninsula.

                   About Midland Cogeneration

Midland Cogeneration Venture was formed in 1987 to convert a
portion of an uncompleted Consumers Energy's nuclear unit into a
natural gas-fired cogeneration facility.

                       *     *     *

As reported in the Troubled Company Reporter on July 27, 2006,
Fitch did 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-'.

As reported in the Troubled Company Reporter on July 27, 2006,
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.


MORGAN STANLEY: Fitch Junks Rating on $3.5 Million Certificates
---------------------------------------------------------------
Fitch downgrades Morgan Stanley Capital I Inc.'s Commercial
Mortgage Pass-Through Certificates, series 1999-CAM1 as:

    -- $3.5 million class N to 'CC/DR4' from 'CCC/DR3'.

In addition, Fitch affirms the following classes:

    -- $196.4 million class A-4 at 'AAA';
    -- Interest only class X at 'AAA';
    -- $26.2 million class B at 'AAA';
    -- $26.2 million class C at 'AAA'.
    -- $12.1 million class D at 'AAA';
    -- $20.2 million class E at 'AAA';
    -- $8.1 million class F at 'AAA';
    -- $14.1 million class G at 'AA';
    -- $14.1 million class H at 'A';
    -- $6.0 million class J at 'BBB-';
    -- $8.1 million class K at 'BB';
    -- $6.0 million class L at 'BB-';
    -- $6.0 million class M at 'B-'.

Classes A-1, A-2, and A-3 have paid in full.

The downgrade is due to the expected loss associated with the
recent valuation of the only specially serviced loan.  The loss is
expected to significantly reduce the balance of class N. The loan
(1.4%) is secured by an industrial/warehouse facility located in
Lewisville, Texas.  The property is currently 100% vacant and
there are no prospective tenants at this time.  The property is
being listed for sale.

As of the July 2006 distribution date, the transaction's aggregate
principal balance has been reduced 57% to $347.0 million from
$806.5 million at issuance.  The pool remains geographically
diverse with the largest concentration of properties (19%) in
California.


MORGAN STANLEY: S&P Lifts Ratings on Class G & H Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Inc.'s series 1999-FNVI.  Concurrently,
ratings are affirmed on five other classes from the same series.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios, as
well as the defeasance of an additional $98 million (19%) in
collateral since Standard & Poor's last review.

As of the July 15, 2006, remittance report, the collateral pool
consisted of 152 loans with an aggregate trust balance of $512.9
million, down from 166 loans totaling $632.1 million at issuance.
The master servicer, Capmark Finance Inc., reported primarily
full-year 2005 financial information for 89% of the pool.  Based
on this information, Standard & Poor's calculated a weighted
average net cash flow debt service coverage ratio (DSCR) of 1.54x,
up from 1.40x at issuance.  To date, the trust has experienced six
losses totaling $15.2 million.

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $144.1 million (28%) and a weighted average
DSCR of 1.38x, equal to 1.38x at issuance.  Two of the top 10
exposures are with the special servicer, five of the 22 loans that
make up the largest exposure are on the watchlist, as are the
third-, sixth-, and 10th-largest exposures.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 exposures.  One property
was characterized as "excellent," while the remaining collateral
was characterized as "good."

There are currently three assets with an aggregate balance of
$19.9 million with the special servicer, CWCapital Asset
Management LLC.

Televideo is a 69,630-sq.-ft. flex-industrial REO asset with an
unpaid principal balance of $8.6 million and additional advances,
including interest thereon, totaling $600,000.  The asset became
REO Dec. 6, 2005, and was transferred to special servicing after
the sole tenant, Televideo, stopped making monthly debt service
payments.  Televideo paid a $75,000 lease termination fee and will
vacate in August 2006.  Standard & Poor's anticipates a
significant loss upon the liquidation of this asset.

Governors Crossing is a 135,000-sq.-ft. REO asset in Sevierville,
Tennessee, with an unpaid principal balance of $8.2 million and
additional advances, including interest thereon, totaling
$1.9 million.  The borrower defaulted and declared bankruptcy
after a loan workout agreement could not be reached. An appraisal
from February 2006 indicates a value greater than the total
exposure and Standard & Poor's anticipates a minimal loss if any,
upon liquidation.

The Elmwood Office Park is a 71,746-sq.-ft. four-building office
complex in Harahan, Louisina.  The property suffered extensive
damage from Hurricane Katrina and has received $1.5 million in
insurance proceeds thus far, which has been used to keep the loan
current and fund necessary repairs.  The majority of the tenants
have moved back into their space and repairs are expected to be
completed shortly.  It is expected that the loan will be returned
to the master servicer in the near future.

Capmark reported a watchlist of 32 loans ($114.7 million, 22%).

Quail Oaks Apartments, the third-largest exposure, has an
outstanding balance of $19.9 million (4%) and is secured by a 404-
unit multifamily property in Tampa, Florida.  The loan appears on
the watchlist because it reported a 2005 DSCR of 0.91x.

The Ramada Plaza Hotel loan is the sixth-largest exposure, has an
outstanding balance of $10.9 million (2%), and is secured by a
182-unit lodging property in San Diego, California.  This loan
appears on the watchlist because it reported a 2005 DSCR of 0.58x.

Marina View Towers, the 10th-largest exposure, has an outstanding
balance of $7.0 million (1%) and is secured by a 84-unit
multifamily property in Alameda, California.  This loan appears on
the watchlist because it reported a 2005 DSCR of 1.02x. The
remaining loans on the watchlist primarily have DSCR or occupancy
issues.

Standard & Poor's stressed the specially serviced loans, loans on
the watchlist, and other loans with credit issues as part of its
analysis.  The resultant credit enhancement levels support the
raised and affirmed ratings.

                         Ratings Raised

                   Morgan Stanley Capital I Inc.
            Commercial mortgage pass-through certificates
                         series 1999-FNVI

                         Rating
                         ------
             Class     To      From   Credit enhancement(%)
             -----     --      ----   ---------------------
             C         AAA     AA+            22.64
             D         AAA     AA             20.18
             E         AA      BBB+           14.33
             G         BBB     BB+             7.55
             H         BB+     BB              6.01

                         Ratings Affirmed

                   Morgan Stanley Capital I Inc.
            Commercial mortgage pass-through certificates
                         series 1999-FNVI

              Class    Rating     Credit enhancement(%)
              -----    ------     ---------------------
              A-2      AAA               34.35
              B        AAA               27.88
              K        B-                 2.62
              L        CCC                1.39
              X        AAA                N/A

                        N/A - Not applicable.


NAVISTAR INT'L: Wants To Amend to $1.5 Billion Credit Agreement
---------------------------------------------------------------
Navistar International Corporation seeks an amendment to its
three-year senior unsecured term loan facility totaling
$1.5 billion.

On Feb. 22, 2006, Navistar entered into a 3-year senior unsecured
term loan facility providing for borrowings in the aggregate
principal amount of $1.5 billion, which was arranged by Credit
Suisse Securities (USA) LLC and included Banc of America
Securities LLC, Banc of America Bridge LLC, Citigroup Global
Markets Inc. and J.P. Morgan Securities, Inc.  This term loan
facility is guaranteed by International Truck and Engine
Corporation, the principal operating subsidiary of Navistar.

To date, Navistar has borrowed an aggregate of $1,305 million
under the term loan facility to refinance a significant portion of
its previously outstanding debt securities.  In connection
therewith, Navistar has eliminated any defaults or alleged
defaults that may have existed under certain indentures from its
failure to timely file its 2005 Annual Report or Form 10-Qs with
the SEC.  This amendment to the term loan facility would provide
additional flexibility to Navistar, including permitting Navistar
to borrow the remaining balance of the loan facility by Aug. 9,
2006 and place such funds in escrow to repay, discharge or
otherwise cure any existing default under its outstanding 2.50
percent senior convertible notes by Dec. 21, 2006.

                         About Navistar

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International(R) brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV markets.  The company also provides
truck and diesel engine parts and service sold under the
International(R) brand.  A wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb 14, 2006,
Fitch downgraded Navistar International Corp.'s Issuer default
rating to 'BB-' from 'BB'; Senior unsecured debt to 'BB-' from
'BB'; and Subordinated debt to 'B' from 'B+'.  Fitch also
downgraded Navistar Financial Corp.'s Senior unsecured bank lines
to 'BB-' from 'BB'; and Senior unsecured debt to 'BB-' from 'BB'.

Fitch also assigned an indicative rating of 'BB-' to Navistar's
prospective $1.5 billion credit facility.  The ratings remain on
Rating Watch Negative.  Resolution of the Watch status will be
contingent on the filing of audited financial statements and
resolution of Navistar's debt structure.


NEWPARK RESOURCES: Receives Default Notice from Noteholders
-----------------------------------------------------------
Newpark Resources Inc. discloses that on July 20, 2006, it
received a notice of default from the purported holders of more
than 25% in aggregate principal amount of Newpark's 8-5/8% Senior
Subordinated Notes due 2007.  The Notes were issued in 1997 under
an indenture with U.S. Bank N.A., as trustee, in an aggregate
principal amount of $125 million.

Under the indenture, Newpark is obligated to timely file its
periodic reports under federal securities law and to deliver those
reports to Noteholders.  As previously disclosed, Newpark has not
yet filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q for the quarter ended March 31,
2006.  If Newpark fails to cure these defaults within 30 days
after receipt of the Notice, the trustee or the Noteholders may
declare the Notes, together with accrued interest, to be
immediately due and payable.

Although Newpark may be able to cure the default and file the
required Quarterly Report on Form 10-Q by August 19, 2006, Newpark
cannot predict with certainty that it will be able to do so.
Newpark has received temporary waivers under all other material
obligations that may be affected as a result of the Notice.  These
waivers terminate on various dates and are subject to renewal or
early termination under specified conditions.

The Notes may be redeemed by Newpark, at its election, at any time
at their original principal amount plus accrued unpaid interest
upon notice given at least 30 days and not more than 60 days
before the redemption date.  To that end, JPMorgan Chase Bank,
N.A. has committed to provide to Newpark a $150 million
collateralized term loan that can be used to retire the Notes.
The commitment is subject to customary terms, fees and conditions.

Newpark Resources, Inc. provides integrated fluids management,
environmental and oilfield services to the exploration and
production industry.


NEWPARK RESOURCES: Default Notice Cues S&P to Lower Rating to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Newpark Resources Inc. to 'B+' from 'BB-'.

The downgrade follows the company's announcement that it received
a notice of default from the purported holders of more than 25% in
aggregate principal amount of its $125 million 8.625% senior
subordinated notes due 2007.

The rating on Newpark remains on CreditWatch with negative
implications, which also incorporates the company's announcement
on July 10, 2006, that it will restate its financial filings for
the previous five years and further delay filing statements for
the first quarter of 2006.

The notice of default from its purported holders triggers a 30-day
period in which the company has to cure its technical default.

"A failure to receive waivers from its note holders within this
30-day cure period could cause a liquidity crunch for the
company," said Standard & Poor's credit analyst Ben Tsocanos.

"Newpark does not currently appear to have the financial resources
to pay the amount of the accelerated debt, which could cause a
default," said Mr. Tsocanos.

Somewhat tempering this potential liquidity crisis is Newpark's
public statement that JPMorgan Chase Bank N.A. has committed to
provide to the company a $150 million collateralized term loan
that can be used to retire the $125 million subordinated notes due
2007 if they required accelerated payment.

Standard & Poor's will continue to closely monitor the company's
current liquidity predicament, especially the status with its
noteholders and bank lenders.  Standard & Poor's plans to meet
with the company in August 2006 to review and discuss all of the
above concerns.

Resolution of the CreditWatch is dependent on:

   * Newpark receiving additional financing to meet its potential
     debt acceleration payment;

   * filing its restated financials for the past five years and
     its first-quarter 2006 10-Q;

   * completing its internal investigation; and

   * the demonstrating sound performance by the firm's new
     management team.


NOBLE DREW: Can Borrow Additional $140,000 Under the DIP Facility
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Noble Drew Ali Plaza Housing Corp. through its managing
agent, Wavecrest Management Team Ltd., to make an additional
$140,000 loan under its debtor-in-possession financing agreement
with Euro-American Corporation.

In the DIP Agreement, Euro-American agreed to lend up to
$1.4 million to the Debtor.  As adequate protection, the Debtor
granted Euro-American a first-position secured lien on all of its
assets.

The Debtor made two previous drawdowns on the DIP Facility
totaling $200,000 pursuant to the Court's first and second interim
DIP orders.

The Debtor will use the $140,000 additional loan based on a
revised interim budget for weeks ending June 27, 2006 through
August 6, 2006.

A full-text copy of the Six-Week Budget is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060727042856

The Debtor tells the Court that it needs the additional financing
to, among other things, fund the Debtor's working capital to
maintain its going concern value.

The Debtor also tells the Court that it did not obtain other
financing on equal or more favorable terms than the DIP Loan
Agreement.

Headquartered in Brooklyn, New York, Noble Drew Ali Plaza Housing
Corp., filed for chapter 11 protection on March 25, 2005 (Bankr.
S.D.N.Y. Case No. 05-11915).  Gerard R. Luckman, Esq., at
Silverman Perlstein & Acampora, LLP, represents the Debtor.
Martin G. Bunin, Esq., at Alston & Bird LLP represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$43,500,000 and total debts of $18,639,981.


NOVA CDO: S&P Holds Junk Ratings on Class C-1 & C-2 Notes
---------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
B notes issued by NOVA CDO 2001 Ltd., a high-yield arbitrage CBO
transaction, on CreditWatch with positive implications.  At the
same time, the ratings on the class A, C-1, and C-2 notes are
affirmed based on the level of credit enhancement available to
support these notes.

The CreditWatch placement reflects factors that have positively
affected the credit enhancement available to support the class B
notes since the last rating action in September 2004, primarily an
increase in the overcollateralization ratio resulting from
significant paydowns to the class A notes.  According to the
trustee report dated June 16, 2006, the outstanding balance of the
class A notes is 12.06% of the amount at issuance.  The
transaction paid down the class A notes by $116.6 million on the
February 2006 payment date.

As part of its analysis, Standard & Poor's will be reviewing the
results of the current cash flow runs generated for NOVA CDO 2001
Ltd. to determine the level of future defaults the rated tranches
can withstand under various stressed default timing and interest
rate scenarios while still paying all of the interest and
principal due on the notes.  The results of these cash flow runs
will be compared with the projected default performance of the
performing assets in the collateral pool to determine whether the
ratings assigned to the notes remain consistent with the credit
enhancement available.

                Rating Placed on Creditwatch Positive

                         NOVA CDO 2001 Ltd.

                           Rating
                           ------
            Class    To              From   Current balance
            -----    --              ----   ---------------
            B        BBB/Watch Pos   BBB     $17,100,000

                         Ratings Affirmed

                         NOVA CDO 2001 Ltd.

                 Class    Rating   Current balance
                 -----    ------   ---------------
                 A        AAA        $28,590,000
                 C-1      CCC+        $3,500,000
                 C-2      CCC+        $9,700,000

                     Other Outstanding Ratings

                         NOVA CDO 2001 Ltd.

                Class    Rating   Current balance
                -----    ------   ---------------
                D-1      CC         $12,690,000
                D-2      CC          $4,270,000


OHIO CASUALTY: Good Performance Prompts S&P to Upgrade Ratings
--------------------------------------------------------------
Standard & Poor's Rating Services raised its counterparty credit
and senior debt ratings on Ohio Casualty Corp. (NASDAQ:OCAS), to
'BBB-' from 'BB+'.

At the same time, Standard & Poor's raised its counterparty credit
and financial strength ratings on the members of the Ohio Casualty
Insurance Co. Intercompany Pool to 'A-' from 'BBB+'.  The outlook
is stable.

"These rating actions are based on the group's continued strong
operating performance, improved expense structure, very strong
capitalization, stabilized loss reserve levels, strong interest
coverage, low financial leverage, strong liquidity and cash flow,
and the expectation that these favorable trends will continue,"
explained Standard & Poor's credit analyst Donovan Fraser.

Offsetting these positive factors are:

   * an expense ratio that remains moderately higher than its
     industry peers;

   * continued underwriting challenges in segments of its core
     commercial lines division; and

   * negligible top-line growth.

OCIP has addressed prior operating issues mostly by
re-underwriting existing books of business, expense control
improvements and culling unprofitable accounts.  This has led to
two consecutive years of underwriting profitability and the
company's best operating performance in more than two decades.
The trend continued through June 30, 2006, as the company reported
a 97% combined ratio.  These corrective actions led to negligible
top-line growth during the rising tide of a hard market cycle.

The company is now faced with the formidable task of maintaining
underwriting discipline while increasing premium growth in a less
favorable rate environment.  Overall, Standard & Poor's believes
that the company will continue to demonstrate modest growth while
maintaining profitability in line with or better than industry
results.

The outlook is stable.  The expense ratio is expected to decline
to 30%, somewhat aided by moderate premium growth of less than 5%
over the next 24 months.

Standard & Poor's expects that OCIP should begin to reap the
rewards of expense control and information technology initiatives
to achieve this goal.  In addition, the company's attention to
loss control is expected to produce a combined ratio of 97% or
less in 2006.  Capitalization is expected to remain very strong
and in excess of 160% (as measured by Standard & Poor's capital
adequacy model) while aggregate reserve levels are expected to
remain stable.

Financial leverage is expected to remain modest and less than 20%,
which we consider in line for the rating category.  GAAP interest
coverage is expected to remain extremely strong and more than 10x
driven by continued underwriting profitability.


ONEIDA LTD: Official Committee Hires Mesirow as Financial Advisors
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Oneida Ltd. and
its debtor-affiliates' Chapter 11 case, obtained interim authority
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Mesirow Financial Consulting LLC, as its financial
advisor.

Mesirow Financial is expected to:

   a. assist in the review of reports and filings as required by
      the Court or the Office of the U.S. Trustee, including any
      filed schedules of assets and liabilities, statements of
      financial affairs and monthly operating reports;

   b. review the Debtors' financial information, including
      analyses of cash receipts and disbursements, financial
      statement items and proposed transactions for which Court
      approval is sought;

   c. review and analyse reports regarding cash collateral and
      any debtor-in-possession financing arrangements and
      budgets;

   d. evaluate potential employee retention and severance plans;

   e. assist with identifying and implementing potential cost
      containment opportunities;

   f. assist with identifying and implementing asset redeployment
      opportunities;

   g. analyse assumption and rejection issues regarding executory
      contracts and leases;

   h. review and analyse the Debtors' proposed business plan and
      the financial condition of the Debtors;

   i. assist in evaluating reorganization strategies and
      alternatives that may be presented to the creditors;

   j. review and give critiques concerning the Debtors' financial
      projections and assumptions;

   k. prepare enterprise, asset and liquidation valuations, as
      necessary;

   l. assist in preparing documents necessary for confirmation;

   m. advise and assist the Creditor's Committee in negotiations
      and meetings with the Debtors and the bank lenders;

   n. provide advice and assistance on the tax consequences of
      the proposed plan of reorganization that may be modified or
      amended;

   o. assist with any claims resolutions procedures, including
      analyses of the creditors' claims by type and entity;

   p. provide litigation consulting services and expert witness
      testimony regarding confirmation issues, avoidance actions
      or other matters; and

   q. provide other functions as requested by the Creditors
      Committee or its counsel.

Larry H. Lattig, a senior managing director at Mesirow Financial,
tells the Court that the Firm's professionals bill:

      Professional                       Hourly Rate
      ------------                       -----------
      Senior Managing Directors and      $620 - $690
         Managing Directors
      Senior Vice Presidents             $530 - $590
      Vice Presidents                    $430 - $490
      Senior Associates                  $330 - $390
      Associates                         $190 - $290
      Paraprofessionals                     $150

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

                       About Oneida Ltd.

Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI) --
http://www.oneida.com/-- manufactures stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and supplies dinnerware to the foodservice industry.
Oneida also supplies a variety of crystal, glassware and metal
serveware for the tabletop industries.

The Company and its 8 debtor-affiliates filed for Chapter 11
protection on March 19, 2006 (Bankr. S.D. N.Y. Case Nos. 06-10489
through 06-10496).  Douglas P. Bartner, Esq., at Shearman &
Sterling LLP represents the Debtors.  Credit Suisse Securities
(USA) LLC is the Debtors' financial advisor.  Scott L. Hazan,
Esq., and Lorenzo Marinuzzi, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., represent the Official Committee of
Unsecured Creditors.  Robert J. Stark, Esq., at Brown Rudnick
Berlack Israels LLP represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $305,329,000 in total assets and
$332,227,000 in total debts.  On May 12, 2006, Judge Gropper
approved the Debtors' disclosure statement.


ONEIDA LTD: Equity Committee Opposes Panel's Mesirow Employment
---------------------------------------------------------------
The Honorable Judge Allan L. Gropper of the U.S. Bankruptcy Court
for the Southern District of New York gave the Official Committee
of Unsecured Creditors in Oneida Ltd. and its debtor-affiliates'
Chapter 11 cases, interim authority to employ Mesirow Financial
Consulting LLC, as its financial advisor.

Mesirow Financial is expected primarily to assist in the review of
the Debtors' reports, filings, and various financial information,
and to provide consultation on other financial issues in the
Debtors' cases.

               Objection to Mesirow's Employment

Prior to the Court's interim order, the Equity Holders Committee
objected to the Firm's employment, saying that the Creditor's
Committee does not need a financial advisor to offer operational
advice, since the cases do not involve any form of operational
restructuring.

The Committee also asserted that the Creditor's Committee does not
need a financial advisor to assist in negotiating a plan of
reorganization, since the Debtors' pre-negotiated plan
contemplates full satisfaction of unsecured claims.  The Creditor
Committee, they purported, "seemed very supportive of the plan."

The only reason why the Creditor's Committee would want to retain
the Firm is to offer the testimony of yet another financial
advisor in support of the pre-negotiated plan, the Equity
Committee argued.  The Equity Committee said that the estates
should not bear the costs of another unnecessary duplication of
effort.

                 Creditor's Committee Response

According to the Creditor's Committee, the Equity Holders
Committee suggested in its objection that the proposed plan is a
"fait accompli", and that the plan guarantees the creditors a full
recovery, so much so that the Creditor's Committee has no need for
the services of a financial advisor.  The Creditor's Committee
rebutted the argument, saying that plan confirmation and
successful emergence are never assured.

The Creditor's Committee also argued that the Equity Committee
objection is a "litigation tactic aimed at precluding the
Creditors Committee from offering any valuation testimony at the
hearing on the confirmation of the Plan."  The Creditor's
Committee stressed that whatever economic solution that may be
proposed, or assistance it can offer in brokering a settlement,
will require the Creditor's Committee to be sufficiently informed
based on the advice of its financial advisors.

                       About Oneida Ltd.

Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI) --
http://www.oneida.com/-- manufactures stainless steel and
silverplated flatware for both the consumer and foodservice
industries, and supplies dinnerware to the foodservice industry.
Oneida also supplies a variety of crystal, glassware and metal
serveware for the tabletop industries.

The Company and its eight debtor-affiliates filed for Chapter 11
protection on March 19, 2006 (Bankr. S.D. N.Y. Case Nos. 06-10489
through 06-10496).  Douglas P. Bartner, Esq., at Shearman &
Sterling LLP represents the Debtors.  Credit Suisse Securities
(USA) LLC is the Debtors' financial advisor.  Scott L. Hazan,
Esq., and Lorenzo Marinuzzi, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., represent the Official Committee of
Unsecured Creditors.  Robert J. Stark, Esq., at Brown Rudnick
Berlack Israels LLP represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $305,329,000 in total assets and
$332,227,000 in total debts.  On May 12, 2006, Judge Gropper
approved the Debtors' disclosure statement.


OWENS CORNING: To Merge Reinforcements Biz with Saint-Gobain's
--------------------------------------------------------------
Owens Corning and Saint-Gobain Group are in discussions to merge
Owens Corning's Reinforcements Business and Saint-Gobain's
Reinforcement and Composites Businesses (a part of the entity
known as Vetrotex) into a new company, to be called Owens Corning-
Vetrotex Reinforcements.

The partnership of these two businesses would establish a global
company in reinforcements and composite fabrics products, with
worldwide revenues of approximately $1.8 billion (EUR1.5 billion)
and 10,000 employees.  The new company would have operations
across Europe, North and South America, and Asia, including the
following key emerging markets: China, India, Russia, Mexico and
Brazil.

Saint-Gobain's Textile Solutions business, serving mainly
construction markets, will remain part of Saint-Gobain's High
Performance Materials Sector.  Owens Corning's Veil Technologies
and Fabwel businesses will remain part of the Owens Corning
Composite Solutions Business.

                  A Customer-Focused Enterprise

Owens Corning-Vetrotex Reinforcements would bring together two
pioneers in the reinforcements and composite fabrics industry,
each with long histories of product innovation and customer focus.

Owens Corning-Vetrotex Reinforcements would provide outstanding
service to its customers as a result of improved geographic scale,
an expanded product base and combined technological expertise.
The new company would better serve both regional and global
customer needs by taking advantage of new world-class technologies
and innovative products, and improved logistics, productivity and
supply efficiency.  The new company and its customers would also
benefit from access to greater financial and human resources.

The new company would have a strengthened presence in both
developed and emerging markets.  This broad geographic presence
would lead to more security of supply and reduced shipping time
for current and future customers.  Owens Corning-Vetrotex
Reinforcements would participate more effectively in today's
increasingly competitive marketplace.

"This is an exciting opportunity for Owens Corning, our customers
and our employees," said Dave Brown, President and Chief Executive
Officer of Owens Corning.  "It demonstrates our commitment to the
composites business and our customers on every continent.  We plan
to combine the best of both companies, grow with our customers,
and deliver strong operating results."

"The combined company is an excellent project," Saint-Gobain Group
President, Jean-Louis Beffa said.  "It would enable us to better
serve our customers and ensure a promising future for our
Reinforcement and Composites business and its employees."

                 Structure and Financial Impact

While the parties have not yet reached a definitive agreement, it
is anticipated that the transaction would be structured as a joint
venture, with Owens Corning owning a 60% equity interest and
Saint-Gobain owning the remaining 40%.  After a minimum of four
years, the joint venture provisions would give an option to Saint-
Gobain to sell its 40% stake to Owens Corning, and Owens Corning
to buy the same.

On a pro forma basis, the new company would have approximately
$1.8 billion (EUR1.5 billion) in annual revenues.  The Owens
Corning-Saint-Gobain joint venture would present significant
opportunities for synergies.  These are expected to come primarily
from scale benefits in purchasing and procurement; operational and
technological plant improvements; improved distribution costs;
reduced administrative costs; and asset management optimization.

The transaction is expected to close by early 2007 and is subject
to the negotiation and execution of definitive transaction
documents, Board of Directors approval by the parent companies,
and regulatory and antitrust approvals.

                    Leadership and Operations

Owens Corning-Vetrotex Reinforcements would be headquartered in
Toledo, Ohio, and would maintain leadership offices in key
locations around the world.  The Board of Directors for the new
company would be comprised of three representatives from Owens
Corning and two from Saint-Gobain.  The Chief Executive Officer of
Owens Corning-Vetrotex Reinforcements would be Chuck Dana,
currently President of Owens Corning's Composite Solutions
Business.  The new organization would be managed by an executive
management team comprised of key leaders from Owens Corning and
Vetrotex.

                       About Saint-Gobain

Headquartered in Paris, France, Saint-Gobain Group --
http://www.saint-gobain.com/-- specializes in the design,
production and distribution of functional materials for the
construction, industrial and consumer markets.  The Group is
organized into five business sectors: Flat Glass, Packaging,
Construction Products, Building Materials Distribution, and High-
Performance Materials.

                       About Owens Corning

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.


PARMALAT GROUP: Files EUR5.6 Billion Suit Against Graubundner
-------------------------------------------------------------
Following the conclusion on March 3, 2006, of preliminary
investigations by the Procura della Repubblica di Parma into
several financial transactions organised by Bank of America for
Parmalat Group between 1999 and 2003, Parmalat S.p.A. and Parmalat
S.p.A. in Extraordinary Administration have together filed a
lawsuit with the Tribunale di Parma against Graubundner
Kantonalbank, the Coira, Switzerland based bank and Nino
Giuralarocca.  The latter is a former officer of GKB and is
already under investigation by the Procura Federale Svizzera.

The Company's lawsuit alleges complicity between GKB and Mr.
Giuralarocca with Bank of America and former Parmalat Group
directors and officers in arranging and managing complex
financial transactions that allowed the former Parmalat Group
artificially to continue trading from at least 2001.  The lawsuit
seeks compensation for damages in the amount of at least
EUR5,674,000,000 as well as the return of $10,796,161.

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)


PLIANT CORP: Wants Ex-CEO's $11.74 Mil. Unsec. Claim Disallowed
---------------------------------------------------------------
Pliant Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to disallow Richard P. Durham's
unsecured non-priority claim for $11,747,513, in its entirety
pursuant to Section 502(b) of the Bankruptcy Code and Rules 3001
and 3007 of the Federal Rules of Bankruptcy Procedure.

From 1997 to 2000, Mr. Durham acted as the president and chief
executive officer of Huntsman Packaging Corporation, now known as
Pliant Corporation.

When HPC effectuated a recapitalization in the spring of 2000,
Mr. Durham entered into an employment agreement, a stockholder's
agreement, a restricted stock purchase agreement, and a pledge
agreement with HPC.

In connection with the recapitalization, Mr. Durham and Durham
Capital, L.L.C., acquired 28,289 shares of HPC common stock.  As
a result, Mr. Durham remained a significant stockholder in HPC,
owning approximately 5% of its common stock.

Pursuant to Durham Employment Agreement, the Durham Parties were
granted the right to ask HPC to repurchase Capital Stock they
owned under certain circumstances.

On October 9, 2000, HPC changed its name to Pliant Corporation.

In June 2002, Pliant and Mr. Durham entered into a Separation
Agreement, which, among other things:

   (a) provides for Mr. Durham's right to ask Pliant to
       repurchase Capital Stock; and

   (b) specifies the price to be paid by Pliant in connection
       with any repurchase of Capital Stock:

       * in respect of Common Stock -- $483.13;

       * in respect of warrants for Common Stock -- $483.13 less
         any exercise price; and

       * in respect of shares of Preferred Stock -- the Series A
         Liquidation Amount.

Specifically, the Separation Agreement called for the Durham
Parties to sell 9,677 unvested shares of restricted common stock
to a person designated by Pliant, leaving the Durham Parties with
4,833 vested shares of restricted common stock.

The Separation Agreement also called for:

   * a secured promissory note in the principal amount of
     $7,005,389 issued in connection with original purchase of
     the 14,500 shares to be retired; and

   * two new promissory notes to be issued -- one in the
     principal amount of $4,862,100 and one in the principal
     amount of $2,430,798.

On July 9, 2002, Mr. Durham asked Pliant to repurchase:

   (a) 28,289 shares of Pliant's common stock;

   (b) 1,232 shares of Pliant's Series A Cumulative Exchangeable
       Redeemable Preferred Stock; and

   (c) warrants for 1,250.48 shares of Pliant's common stock.

On October 3, 2002, Pliant repurchased 8,204 shares of common
stock and 9,667 unvested shares of restricted stock from the
Durham Parties.  Pliant then cancelled two promissory notes --
one for $1,573,400 and another for $4,862,100 -- issued by Mr.
Durham, and made a $2,325,625 cash payment to the Durham Parties.

After the transaction, the Durham Parties held 4,833 shares of
vested restricted stock, in respect of which Pliant held a
promissory note in the principal amount of $2,430,798.

On December 31, 2002, Pliant repurchased 1,885 additional shares
of common stock from the Durham Parties for $910,700.

As of the Petition Date, the Durham Parties owned:

   (a) 18,200 shares of common stock in Pliant;

   (b) warrants for the purchase of 1,250.48 shares of common
       stock;

   (c) 1,232 shares of Series A Preferred Stock; and

   (d) 4,833 shares of common stock originally acquired pursuant
       to the Restricted Stock Purchase Agreement.

                          Durham's Claim

Mr. Durham's Claim is based on damages arising from Pliant's
failure to repurchase certain of the Durham Parties' common
stock, preferred stock and warrants.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, argues that the Durham Claim does not
assert a "claim" within the meaning of Section 101(5) of the
Bankruptcy Code.

Mr. Brady contends that the Durham Parties do not have an
enforceable "right to payment" because under the Employment
Agreement and the Separation Agreement, any "repurchase" of the
Durham Put Shares was always conditioned on the repurchase being
permissible under the financing and other restrictive covenants
applicable to Pliant.  "In 2003 and thereafter, however,
[Pliant's] financing and other restricted covenants never
permitted the repurchase of the Durham Put Shares."

Because the provisions of the Employment Agreement and the
Separation Agreement relief upon by the Durham Parties embody
only a right to request purchase or repurchase, they only
constitute an "equity security" within the meaning of Section
101(16)(C), Mr. Brady adds.

In the event the Court determines that the Durham Claim
constitutes a "claim" within the meaning of the Bankruptcy Code,
Pliant asks Judge Walrath to subordinate the Durham Claim because
it is a claim for damages arising out of the purchase or sale of
securities.  Thus, the Durham Claim is subject to the mandatory
subordination provisions of Section 510(b).

Mr. Brady adds that the Durham Claim should be subordinated
because both before and after the issuance of the Repurchase
Notice, the Durham Parties did not take any steps to divest
themselves of any indicia of ownership of the Durham Put Shares
and participated in the business of Pliant.

In the event the Court determines that the Durham Claim
represents an unsubordinated claim for $11,747,513 or less,
Pliant asks the Court to avoid the transfer, which took place
when it repurchased some of the securities held by the Durham
Parties.

Mr. Brady contends that becoming obligated to pay the Durham
Parties the price specified in the Separation Agreement
constituted a transfer of the Debtor's property, which was made:

   (a) within four years of the Petition Date;

   (b) without receiving a reasonably equivalent value in
       exchange for the transfer;

   (c) at a time when Pliant:

       -- had assets that were less than its total liabilities;

       -- was engaged or was about to engage in a business or a
          transaction for which its remaining assets were
          unreasonably small in relation to the business or
          transaction;

       -- intended to incur, or believed or reasonably should
          have believed that it would incur, debts beyond its
          ability to pay as they became due; or

       -- was insolvent.

Pursuant to Section 544 of the Bankruptcy Code and applicable
law, the transfer may be avoided as a fraudulent transfer, Mr.
Brady argues.  Pursuant to Section 550(a) of the Bankruptcy Code,
Pliant may avoid the transfer and recover the amount of the
transfer from the Durham Parties.

In the event the Court determines that the Durham Parties are
entitled to recovery under the Durham Claim, Pliant asks the
Court to allow it to effect a set-off based on:

   (a) the fraudulent transfer, which took place in 2002, in
       violation of Sections 25-6-5(1)(b) and 25-6-6 of the Utah
       Code, and Sections 544 and 546 of the Bankruptcy Code,
       when Pliant repurchased some of the Repurchase Notice
       securities in October and December 2002 -- this set-off
       should be in the amount of $4,809,724 minus the reasonably
       equivalent value of the Repurchase Notice securities
       transferred by the Durham Parties to Pliant; and

   (b) the Promissory Note -- this set-off should be in the
       amount of $2,325,624.

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  The Debtors emerged from chapter 11 protection on
July 19, 2006 (Pliant Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PLIANT CORP: Gets Court OK to Assume Around 400 Contracts & Leases
------------------------------------------------------------------
The Honorable Mary K. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorizes Pliant Corp. and its debtor-
affiliates to assume close to 400 executory contracts and
unexpired leases pursuant to Section 365(a) of the Bankruptcy
Code.

Judge Walrath adjourns the determination of the cure amounts owed
to Federal Express Corporation, Caterpillar Financial Services
Corporation and Winthrop Resources Corporation to a later date.

With respect to each non-debtor party to each Assumed Contract
and Assumed Lease who failed to timely file an Assumption
Objection:

   (i) the Debtors will be authorized to assume, if and as
       applicable, the Assumed Contract or Assumed Lease upon the
       payment of the Cure Amount and the occurrence of the
       Assumption Effective Date;

  (ii) the Cure Amount is fixed, subject to any payments the
       Debtors may have made prior to the Assumption Effective
       Date, notwithstanding anything to the contrary in any
       Assumed Contract or Assumed Lease, proof of claim, whether
       formal or informal, or any other document and instrument;
       and

(iii) the counterparty to the Assumed Contract or Assumed Lease
       will forever be barred from asserting any claims arising
       on or before the Assumption Effective Date against the
       Debtors, the Reorganized Debtors, or their successors or
       assigns, with respect to the Assumed Contract or Assumed
       Lease.

A 29-page list of the Assumed Contracts and Leases is available
for free at http://ResearchArchives.com/t/s?e71

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  The Debtors emerged from chapter 11 protection on
July 19, 2006 (Pliant Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PNA GROUP: S&P Rates Proposed $250 Million Senior Notes at B-
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' corporate
credit rating to steel processor and distributor PNA Group Inc.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's proposed $250 million senior unsecured notes.  The
outlook is stable.

The rating on the senior unsecured notes is two notches below the
corporate credit rating, recognizing the existence of priority
claims, including the senior secured revolving credit facility,
which could result in a material disadvantage to unsecured
creditors in the event of a default.  Total debt pro forma for the
transaction, including present value of capitalized operating
leases, tax-adjusted pension and employee benefits, and a seller
note held by the parent, is $377 million at March 31, 2006.
Proceeds from the unsecured notes will be used to refinance debt,
including debt for the May 2006 acquisition of unrated Metals
Supply Co. Ltd.

Atlanta, Georgia-based PNA is a moderate-size distributor and
processor of mainly flat and structural carbon steel products.
The company's 23 service centers and 12 joint ventures cater to
geographical niches in a freight-intensive commodity market.

"Meaningful acquisitions and dividends are not factored into the
rating," said Standard & Poor's credit analyst Paul Kurias.  "We
expect operational cash flows to decline in the near term, from
their Dec. 31, 2005, historical high levels.  We could lower
ratings if a downturn in markets results in a significant decline
in margins, cash flow generation, or an increase in debt levels.
The rating is capped by the business profile."


PRINTERA CORP: Sec. Creditors Get Assets; Unsec. Lenders Get None
-----------------------------------------------------------------
Printera Corporation has been served with Notice Of Intention to
Enforce Security under section 244 of the Bankruptcy and
Insolvency Act (Canada) and Notice of Intention to Dispose of
Collateral under section 63 of the Personal Property Security Act
(Ontario) on Monday, July 24, 2006 by the Peoples Bank of
Stamford, Connecticut as a result of its default in payment of its
secured obligations to the Peoples Bank.

Printera Corporation is of the view that the proceeds of
disposition of the secured collateral are unlikely to be
sufficient to repay the indebtedness of Printera Corporation to
the Peoples Bank in full.  As a result, there will not be any
recovery available to unsecured creditors or shareholders.

Headquartered in Toronto, Ontario, Printera Corporation --
http://www.printera.com/-- produces custom labels focusing on the
beverage and food industries.

At Dec. 31, 2005, the Company's balance sheet showed a
stockholders' deficit of CDN$13,684,000, compared to a
CDN$13,213,000 at Sept. 30, 2005.


PROGRESS ENERGY: Sells Natural Gas Plants to EXCO for $1.2 Billion
------------------------------------------------------------------
Progress Energy (NYSE: PGN) sold its Winchester Energy and
associated natural gas businesses to Texas-based EXCO Resources,
Inc., $1.2 billion in cash.  There is essentially no debt at
Winchester Energy; therefore, proceeds from the sale will be
available to reduce holding company debt and for other corporate
purposes.  The transaction is expected to close in fall 2006 and
is subject to customary closing provisions and adjustments.

"We view this strategic action as very positive for Progress
Energy," said Bob McGehee, chairman and CEO, Progress Energy.
"The Winchester Energy and Progress Ventures team have
successfully grown this business in recent years.  Over the
past year, we have explored several alternatives to extract
value from this business and have decided that a full exit
at this opportune time is the right choice."

"When combined with our previously announced sale of nonregulated
assets, this will strengthen our balance sheet and significantly
reduce the overall risk profile of the company," said Mr. McGehee.

So far in 2006, the company has announced divestitures totaling
over $1.7 billion, all of which are expected to close before the
end of this year.  These divestitures are part of the company's
previously announced commitment to lower holding company debt by
$1.3 billion by the end of 2007.

As a result of this transaction, Progress Energy expects to record
a one- time after-tax gain of approximately $400 million,
or $1.60 per share, in the third quarter of 2006.  After-tax cash
proceeds are expected to be approximately $850 million.

Accounting standards require the reclassification of earnings from
this natural gas business from continuing to discontinued
operations in the third quarter.  This will negatively impact
expected core ongoing earnings for 2006.  The company expects
that a portion of this impact will be offset by interest savings
due to the use of the proceeds for debt reduction
purposes.

"While we are very pleased with the results of this transaction,
we recognize that on a stand-alone basis it has a negative impact
on core ongoing earnings of approximately $90 million for the full
year 2006," said Mr. McGehee.  "However, it represents one more
step in the overall plan for the company, and we are currently
pursuing other strategic alternatives that would potentially
offset a significant portion of this core ongoing earnings
negativity. We anticipate that our 2006 core ongoing earnings will
remain in the previously announced range of $2.45 to $2.65 per
share, assuming sufficient progress on additional strategic
alternatives this year."

"When looking forward to 2007, the company anticipates that core
ongoing earnings will benefit significantly from a full year of
interest savings as well as from the recurring effects of
previously announced sales and expected additional strategic
alternatives," said Mr. McGehee.

Headquartered in Raleigh, North Carolina, Progress Energy
-- http://www.progress-energy.com-- is an energy company with
more than 24,000 megawatts of generation capacity and $10 billion
in annual revenues.  The company's holdings include two electric
utilities serving approximately 3 million customers in North
Carolina, South Carolina and Florida.  The Company also includes
non-regulated operations covering energy marketing and natural gas
exploration.

                        *     *     *

Progress Energy's 9-1/8% Senior Subordinated Notes Maturing
2001 carry Moody's Investors Service Ba2 rating and S&P BB
rating.


PTC ALLIANCE: Closes $70 Million Black Diamond Exit Financing
-------------------------------------------------------------
Black Diamond Commercial Finance, L.L.C., provided a $70 million
senior secured credit facility for PTC Alliance Corp., which
emerged from Chapter 11 on July 25, 2006.

The $70 million credit facility will be used to refinance its
existing Debtor-In-Possession credit facility, pay bankruptcy and
emergence related fees and expenses, and will fund the Company's
operations upon emergence from Chapter 11.

"We are very pleased to have collaborated with Black Diamond
Commercial Finance during this important phase in our company's
development," Peter Whiting, Chairman and Chief Executive Officer
of PTC Alliance said.  "They have been very responsive to our
needs as we have worked to complete our pre-packaged Chapter 11
filing in record time."

"We are impressed with the senior management team's ability to
effectuate a confirmed Plan of Reorganization in such an expedited
timeframe," Stuart Armstrong, President and CEO of Black Diamond
Commercial Finance, said.  "We look forward to continuing to build
this relationship and to provide PTC Alliance with the capital
required to execute their business plan."

                       About Black Diamond

Based in Stamford, Connecticut, Black Diamond Commercial Finance
is an independent commercial finance company that provides capital
and financial solutions to the corporate market.  BDCF's products
include first lien term loans, revolving lines of credit, rescue
and restructuring capital, acquisition and bridge loan financings.
BDCF provides financings in most industries including healthcare,
transportation, real estate, media/broadcasting, energy, gaming,
telecom, consumer products and general manufacturing.

                     About PTC Alliance Corp.

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. --
http://www.ptcalliance.com/-- manufactures and markets welded and
cold drawn mechanical steel tubing and tubular shapes, chrome
plated bar products, fabricated parts, and precision components.
The company filed for chapter 11 protection on May 10, 2006
(Bankr. W.D. Pa. Case No. 06-22110).  Eric A. Schaffer, Esq., at
Reed Smith LLP, represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's bankruptcy proceedings.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts of more than $100 million.


PUBLICARD INC: Appoints Joseph Sarachek as Chief Executive Officer
------------------------------------------------------------------
The Board of Directors of PubliCARD, Inc., appointed Joseph
Sarachek, Esq., as its next Chief Executive Officer effective
July 31, 2006.  He succeeds Tony DeLise, who is leaving PubliCARD
to pursue other opportunities.  Mr. Sarachek has also been elected
to the Company's Board of Directors.

Mr. Sarachek, 44, is the Managing Director and founder of Triax
Capital Advisors, LLC, a restructuring advisory firm.

Mr. Sarachek is also an attorney and formerly practiced corporate
and bankruptcy law at McDermott, Will & Emery and Kelley Drye &
Warren.

                      About PubliCARD, Inc.

Headquartered in New York City, PubliCARD, Inc. (OTC BB:CARD.OB)
-- http://www.publicard.com/-- through its Infineer Ltd.
subsidiary, designs smart card solutions for educational and
corporate sites.

                       Going Concern Doubt

Deloitte & Touche LLP, expressed doubt about PubliCARD, Inc.'s
ability to continue as a going concern after auditing the
company's 2005 financial statements.  The auditing firm pointed to
the company's recurring losses from operations, a substantial
decline in working capital and negative cash flows from
operations, and requires additional capital to meet its
obligations at Dec. 31, 2005.


RELIANT ENERGY: Soliciting Consents from Note and Bond Holders
--------------------------------------------------------------
Reliant Energy, Inc. is soliciting consents from all holders of:

   i) three series of its outstanding Senior Secured Notes:

      * 9.25% Senior Secured Notes due 2010 (CUSIP No. 75952BAF2);
      * 9.50% Senior Secured Notes due 2013 (CUSIP No. 75952BAJ4);
      * 6.75% Senior Secured Notes due 2014 (CUSIP No. 75952BAM7).

  ii) five series of Pennsylvania Economic Development Financing
      Authority's outstanding Exempt Facilities Revenue Bonds
      (Reliant Energy Seward, LLC Project):

      * Series 2001A (CUSIP No. 708686BJ8);
      * Series 2002A (CUSIP No. 708686BM1);
      * Series 2002B (CUSIP No. 708686BN9);
      * Series 2003A (CUSIP No. 708686BK5); and
      * Series 2004A (CUSIP No. 708686BL3).

The consents are being solicited with respect to proposed
amendments to the Indentures governing the Notes and the Guarantee
Agreements governing Reliant Energy's guarantees of the Bonds.

Reliant Energy is currently negotiating to enter into a new retail
credit structure.  The primary purpose of the consent solicitation
is to amend the Indentures and the Guarantee Agreements to permit
Reliant Energy to enter into the new retail credit structure.

The new retail credit structure is intended to substantially
eliminate collateral postings and reduce liquidity requirements
associated with procuring supply for Reliant Energy's retail
energy business.  If consummated, the new retail credit structure
will include:

   (1) a credit support agreement pursuant to which the credit
       support provider will agree to provide guarantees on behalf
       of Reliant Energy's retail energy business and post
       collateral to counterparties in supply transactions related
       to the retail energy business, and

   (2) a credit facility to finance the working capital needs of
       the retail energy business, each of which will be secured
       on a first lien basis by the assets of the retail energy
       business.

The proposed amendments to the Indentures and the Guarantees
would:

   (1) amend the restrictions on liens and indebtedness in the
       Indentures and the Guarantee Agreements to permit the liens
       contemplated by the credit support agreement and the new
       working capital credit facility and to permit the
       indebtedness associated with the new working capital credit
       facility;

   (2) amend the restrictions in the Indentures and the Guarantee
       Agreements on limitations on distributions by Reliant
       Energy's subsidiaries to permit restrictions on the ability
       of the retail energy business to upstream money to Reliant
       Energy; and

   (3) make certain other technical amendments to the Indentures
       and the Guarantee Agreements to permit the new retail
       credit structure.

In addition to amendments relating to the new retail credit
structure, the proposed amendments would conform the definition of
"Significant Subsidiary" in the Indentures relating to the 9.25%
Senior Secured Notes due 2010 and the 9.50% Senior Secured Notes
due 2013 to the definition of this term in the Indenture relating
to the 6.75% Senior Secured Notes due 2014 and in the Guarantee
Agreements.

The Consent Solicitation is being made to all persons in whose
name a Note or Bond is registered on July 25, 2006.  The
solicitation will expire at 5:00 p.m., New York City time, on
Thursday, Aug. 3, 2006, unless extended or terminated by Reliant
Energy.  For the proposed amendments to be approved with respect
to any series of Notes or Bonds, holders of record must grant (and
not revoke) valid consents in respect of a majority in aggregate
principal amount of all outstanding Notes or Bonds of such
series.  Holders of Notes or Bonds will be able to revoke their
consents as to any series of Notes or Bonds until the time and
date on which Reliant Energy announces that the requisite consent
to approve the amendments has been achieved for such series of
Notes or Bonds.

Promptly after the expiration of the consent solicitation and the
satisfaction or waiver of all conditions to the consent applicable
to a series of Notes or Bonds, the Company will cause to be paid
to each holder of Notes or Bonds of such series who has delivered
(and has not revoked) a valid consent prior to the expiration of
the consent solicitation a cash consent fee of $1.25 for each
$1,000 in principal amount of Notes or Bonds in respect of which
such consent has been delivered.

The detailed terms and conditions of the consent solicitation are
contained in a consent solicitation statement dated July 26, 2006.
Goldman, Sachs & Co. will act as Solicitation Agent for the
consent solicitation.  Global Bondholder Services Corporation will
act as the Information Agent.  Requests for documents may be
directed to:

     Global Bondholder Services Corporation
     Telephone (212) 430-3374
     Toll Free (866) 873-6300

Questions regarding the consent solicitation may be directed to:

     Goldman, Sachs & Co.
     Telephone (212) 902-0041
     Toll Free (800) 828-3182

Headquartered in Houston, Texas, Reliant Energy, Inc. (NYSE: RRI)
-- http://www.reliant.com/-- provides electricity and energy
services to retail and wholesale customers in the United States.
In Texas, the company provides service to 1.9 million retail
electricity customers, including residential and small business
customers and commercial, industrial, governmental and
institutional customers.  Reliant also serves commercial,
industrial, governmental and institutional customers in the PJM
(Pennsylvania, New Jersey and Maryland) market.

                          *     *     *

As reported in the Troubled Company Reporter on March 23, 2006,
Fitch Ratings revised the Rating Outlook assigned to Reliant
Energy, Inc.'s outstanding debt obligations to Negative from
Stable.  Fitch currently rates the Company's Issuer Default Rating
at 'B'; Senior secured debt at 'BB-/RR2'; and Senior subordinated
convertible notes at 'B/RR4'.

As reported in the Troubled Company Reporter on March 20, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on electricity provider Reliant Energy Inc. and two of
Reliant's subsidiaries, Reliant Energy Mid-Atlantic Power Holdings
LLC, and Orion Power Holdings Inc., to 'B' from 'B+'.

In addition, Orion Power's senior unsecured rating was lowered to
'B-' from 'B' and the rating on Reliant's convertible issue was
lowered to 'CCC+' from 'B-'.  Standard & Poor's also lowered its
short-term rating to 'B-3' from 'B-2'.  The ratings were removed
from CreditWatch with negative implications, where they were
placed on Nov. 4, 2005.  At the same time, Standard & Poor's
affirmed its '3' recovery rating on all of Reliant's senior
secured debt.  The outlook is negative.

As reported in the Troubled Company Reporter on March 16, 2006,
Moody's Investors Service downgraded the ratings of Reliant
Energy, Inc., and its primary rated subsidiaries, Orion Power
Holdings and Reliant Energy Mid-Atlantic Power Holdings.  Reliant
Energy's senior implied, corporate family and senior secured
ratings have been downgraded to B2 from B1, and its senior
subordinated convertible notes have been downgraded to Caa1 from
B3.  Orion Power Holdings' senior unsecured rating has been
downgraded to B3 from B2 and REMA's semior secured pass-through
certificates have been downgraded to B2 from B1.  The ratings for
Reliant, OPH and REMA are on review for possible further
downgrade.


RENATA RESORT: Hires Kerrigan & Merritt as Tax Accountants
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida in
Panama City gave Renata Resort LLC permission to employ Kerrigan &
Merritt, LLC, as its tax accountants.

As reported in the Troubled Company Reporter on July 3, 2006,
Kerrigan & Merritt will:

    a. prepare and review federal and state corporate income tax
       returns and supporting schedules together with any loss
       carryback returns that may be necessary;

    b. provide tax advisory services in connection with the
       completion of a loss carry back claim and related tax
       research and consultation;

    c. provide tax consulting services relative to any existing
       or future IRS, state and local examinations;

    d. provide accounting support related to tax advisory
       services;

    e. provide any other tax advice and assistance as may be
       requested from time to time by the Debtor; and

    f. assist the Debtor in addressing issues and in discussions
       with existing lenders in connection with maintaining
       ongoing financing of the Debtor's operations;

The Debtor told the Court that Tom Merritt and Diane Kerrigan
will be the lead professional in this engagement.  Mr. Merritt and
Ms. Kerrigan both bill at $250 per hour.

Mr. Merritt, a partner at Kerrigan & Merritt, assured the Court
that his firm is disinterested as that term is defined in Section
101(14) of the Bankruptcy Code.

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.


RENATA RESORT: Gets Court OK to Hire Chiron as Financial Advisor
----------------------------------------------------------------
Renata Resort LLC obtained authority from the U.S. Bankruptcy
Court for the Northern District of Florida in Panama City to
employ Jay H. Krasoff and Chiron Financial Group Inc. as its
financial advisors.

Chiron Financial is expected to:

   a) review and analyze the financial and operating statements
      of the Debtor;

   b) evaluate the assets and liabilities of the Debtor;

   c) review and analyze the Debtor's business and financial
      projections;

   d) evaluate the Debtor's debt capacity in light of its
      projected cash flows;

   e) assist in the determination of an appropriate capital
      structure;

   f) render financial advice to the Debtor and participate in
      meetings or negotiations with the Debtor and other
      stakeholders in connections with any restructuring,
      modification or refinancing of the Debtor's existing debt
      obligations;

   g) analyze payments made to unsecured creditors prior to and
      during the Debtor's chapter 11 proceedings;

   h) advise the Debtor on the timing, nature and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to the restructuring relating to the
      Chapter 11 case;

   i) assist the Debtor in preparing documentation required in
      connection with the restructuring of the existing debt
      obligations;

   j) determine a theoretical range of values for the Debtor on
      an ongoing basis;

   k) advise and assist the Debtor in negotiations with potential
      acquirers of the Debtor's or investors in the Debtor's
      limited liability corporation;

   l) evaluate the sales process for some of the Debtor's assets;

   m) assist the Debtor in analyzing issues with respect to
      preparing a plan of reorganization;

   n) provide testimony, as necessary, in any proceeding before
      the Bankruptcy Court; and

   o) provide the Debtor with other appropriate general
      restructuring advice.

Mr. Krasoff tells the Court that, as compensation, he and the
other members of Chiron Financial will receive:

   1. a $50,000 retainer;

   2. a fee of 2% for any interim loan secured by the real estate
      at issue.  If a term sheet is procured for DIP financing
      and it is subsequently used as a stalking horse for a sale,
      and is not closed, Chiron will earn a fee of 1% of the
      value of the term sheet procured by Chiron.  If Chiron
      places an exit facility for a construction loan of
      $65 million or greater, one-half of the fee will be
      credited back to the Debtor;

   3. a placement fee equal to:

      a) 1.0% of the aggregate commitment amount of any senior
         debt or revolving debt financing, payable in cash at the
         closing of a transaction;

      b) 3.0% of the aggregate commitment amount of subordinated
         debt financing, payable in cash at the closing of a
         transaction; but in the event the subordinate debt
         financing is procured from a source identified by or
         previously known to the Debtor then only 2% of the
         aggregate commitment amount will be payable to Chiron at
         closing;

      c) 4.0% of the gross proceeds raised in any offering of
         equity securities in a private placement, payable in
         cash at the closing of each placement of securities,
         whether through one or multiple tranches;

      d) 2.0% of the gross proceeds raised in any offering of
         equity securities in a private placement which is
         secured by Tom S. Murphree, payable in cash at the
         closing of each placement of Securities, whether through
         one or multiple tranches;

         If Chiron facilitates a placement that allows the Debtor
         or Mr. Murphree to retain a controlling interest with
         respect to the development of the condominium, or
         provides a plan of reorganization in bankruptcy which is
         supported by the members or management of Renata, then
         Chiron will be paid an additional sum of $100,000 above
         the placement fee percentages.

   4. an alternative transaction fee, if all or a portion of the
      Debtor's land is sold or there is a material change of
      control, equal to 2.0% of the total amount of the implied
      value of the consideration received by Renata or its
      shareholders, warrant holders and stock option holders in
      any of the transaction which occurs during or within six
      months during Chiron's engagement, and with a minimum fee
      of $150,000 to be paid to Chiron upon closing of the
      transaction;

   5. a 3/4 of the fees with respect to any real estate loan, DIP
      loan or senior debt, should the Debtor consummate a
      transaction with any financing source, using Chiron's
      services;

   6. an expert fee at a rate of $3,000 per day if an expert
      assistance through testimony at deposition or in court, or
      attendance at mediation is provide by the Firm to the
      Debtor.

Mr. Krasoff assures the Court that he and Chiron Financial do not
hold any interest adverse to the Debtor and are "disinterested" as
the term is defined in Sec. 101(14) of the Bankruptcy Code.

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.


RESI FINANCE: Fitch Lifts Ratings on Five Class Certificates
------------------------------------------------------------
Fitch has taken rating action on these mortgage pass-through
certificates from RESI Finance Limited Partnership series 2004-A:

    -- Class A affirmed at 'AAA';
    -- Class B-1 upgraded to 'AAA' from 'AA+' ;
    -- Class B-2 upgraded to 'AA' from 'AA-' ;
    -- Class B-3 upgraded to 'A+' from 'A';
    -- Class B-4 upgraded to from 'A' from 'A-' ;
    -- Class B-5 upgraded to 'A-' from 'BBB+';
    -- Class B-6 upgraded to 'BBB' from 'BBB-';
    -- Class B-7 upgraded to 'BB+' from 'BB';
    -- Class B-8 upgraded to 'BB' from 'BB-';
    -- Class B-9 upgraded to 'BB-' from 'B+';
    -- Class B-10 upgraded to 'B+' from 'B';
    -- Class B-11 upgraded to 'B' from 'B-'.

The collateral in the transaction consists of three groups of
adjustable interest rate, fully amortizing loans, secured by first
and second liens on one- to four-family residential properties.
Approximately 61.36%, 70.44%, and 57.05% of the group 1, 2 and 3
mortgage loans, respectively, were originated under the
Accelerated Processing Programs.  Loans in the Accelerated
Processing Program (which include, among others, the All-Ready
Home and Rate Reduction Refinance programs) are subject to less
stringent documentation requirements.  Bank of America Mortgage
Securities, Inc. originated and deposited the loans in the trust.
Bank of America Mortgage Securities, Inc. is also the servicer for
the transaction, and is currently rated 'RPS1' by Fitch.

The affirmation reflects a stable relationship between credit
enhancement and future expected losses, and affects approximately
$5.90 billion in outstanding certificates.  The upgrades reflect
an improvement in the relationship between credit enhancement and
future expected losses, and affect approximately $333.06 million
in outstanding certificates.

The transaction is currently 27 months seasoned, and has a pool
factor (current collateral balance as a percentage of initial) of
approximately 48%.  The credit enhancement for all classes has at
least doubled since issuance.  The trust has only experienced
$21,926 in cumulative losses, and currently has 29 basis points
worth of collateral that is considered delinquent.


RESIDENTIAL ASSET: Fitch Junks Rating on Two Class Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these Residential Asset
Securities Corporation's home equity loan transactions:


RASC, series 2001-KS2 Group 1:

    -- Class A-I-5 affirmed at 'AAA';

    -- Class A-I-6 affirmed at 'AAA';

    -- Class M-I-1 downgraded to 'A-' from 'AA-';

    -- Class M-I-2 downgraded to 'BBB' from 'A-';

    -- Class M-I-3 downgraded to 'CC' from 'B' and assigned
       distressed recovery rating of 'DR4'.

RASC, series 2001-KS2 Group 2:

    -- Class A-II affirmed at 'AAA';
    -- Class M-II-1 affirmed at 'AAA';
    -- Class M-II-2 affirmed at 'A';
    -- Class M-II-3 affirmed at 'BBB'.

RASC, series 2001-KS3 Group 1:

    -- Class A-I-5 affirmed at 'AAA';

    -- Class A-I-6 affirmed at 'AAA';

    -- Class M-I-1 downgraded to 'A-' from 'AA-';

    -- Class M-I-2 downgraded to 'BBB' from 'A-';

    -- Class M-I-3 downgraded to 'CCC' from 'B' and assigned
       distressed recovery rating of 'DR2'.

RASC, series 2001-KS3 Group 2:

    -- Class A-II affirmed at 'AAA';
    -- Class M-II-1 affirmed at 'AA';
    -- Class M-II-2 downgraded to 'BBB' from 'A';
    -- Class M-II-3 downgraded to 'BB' from 'BBB'.


The affirmations of the above classes ($324,409,532 in aggregate),
reflect credit enhancement consistent with future loss
expectations.  The downgrades affect about $61,218,534 of
outstanding certificates and reflect potential negative impact of
loan performance issues on these bonds.

The collateral in these deals consists of fixed rate and
adjustable rate one- to four-family residential mortgage loans
secured by first and second liens.  Certain first lien loans with
original loan-to-value ratios greater than 65% were insured by a
mortgage insurance policy from PMI Mortgage Insurance Co.  These
loans were sold by Residential Funding Corporation to Residential
Asset Securities Corporation (RASC), the depositor.

The loans are primarily serviced by Homecomings Financial Network,
Inc which is rated 'RPS1', Rating Watch Evolving by Fitch.  The
master servicer for these loans is Residential Funding Corporation
(rated 'RMS1', Rating Watch Evolving by Fitch).

Series 2001-KS2 Group 1:

The monthly excess interest has averaged approximately $283,936
during the past six months and the monthly losses have averaged
$486,516 during the same period.  This has resulted in an average
monthly reduction of approximately $202,580 to the available
credit support.  This loss has been somewhat mitigated by the fact
that some of the excess spread from Group 2 is available to cover
losses for this group.  This transaction is structured so that
excess spread is crossed between the two groups.  This means that
any excess spread available from Group 2 after the Group 2 losses
have been covered, goes to cover losses occurring in Group 1.  The
60+ delinquencies have averaged 24.23% of the current pool
balances during this period.  As of the June 26, 2006 distribution
date, the overcollateralization was $1,346,018 with a target of
$4,500,000.  The pool factor (loan principal outstanding as a
percentage of the loan principal at closing) currently stands at
14%.

Series 2001-KS2 Group 2:

As of the June 26, 2006 distribution date, the OC was $2,572,262,
with a target of $3,125,000.  The pool factor currently stands at
8%.  As discussed in the previous section, excess spread from
Group 2 is available to offset losses incurred in Group 1 after
Group 2 losses have been accounted for.  This support occurs
before such monies can be used to fund Group 2's OC to its
required level.  Therefore, despite the ongoing generation of
positive net excess spread, Group 2's OC remains below its target
level.

Series 2001-KS3 Group 1:

The monthly excess interest has averaged approximately $340,974
during the past six months and the monthly losses have averaged
$561,707 during the same period.  This has resulted in an average
monthly reduction of approximately $220,733 to the available
credit support.  This transaction is also structured in the same
way as the 2001-KS2 transaction so that excess spread is crossed
between the two groups.  The 60+ delinquencies have averaged
23.13% of the current pool balances during this period.  As of the
June 26, 2006 distribution date, the OC was $1,263,398, with a
target of $4,250,003.  The pool factor currently stands at 15%.

Series 2001-KS3 Group 2:

The monthly excess interest has averaged approximately $523,140
during the past six months and the monthly losses have averaged
$445,800 during the same period.  This has resulted in an average
monthly increase of approximately $77,340 to the available credit
support.  As discussed above, excess spread from Group 2 is
available to offset losses incurred in Group 1 after Group 2
losses have been accounted for.  This support occurs before such
monies can be used to fund Group 2's OC to its required level.
Therefore, despite the ongoing generation of positive net excess
spread, Group 2's OC remains slightly below its target level.  The
60+ delinquencies have averaged 35.68% of the current pool
balances during this period.  As of the June 26, 2006 distribution
date, the OC was $5,678,068, with a target of $5,750,000. The pool
factor currently stands at 8%.


REYNOLDS & REYNOLDS: Earns $28 Million in Quarter Ended June 30
---------------------------------------------------------------
The Reynolds and Reynolds Company reported increases in revenue
and net income for its third fiscal quarter ended June 30, 2006.
The company also announced a plan to drive enhanced shareholder
value by growing revenue in the mid-single digits over each of the
next three years and reducing costs through productivity
improvements.  The plan is intended to increase operating margins
to 25% by the end of fiscal year 2009.

The three-year plan encompasses a range of revenue growth
initiatives, as well as productivity improvements and cost
reductions expected to lower operating expenses by approximately
$90 million.  The reductions include approximately 450 positions
that will be impacted through job eliminations, attrition and
outsourcing.

For the third quarter, Reynolds reported revenue of $250 million,
up from $247 million in the prior-year period.  Net income
increased to $28 million from $24 million in 2005.

Revenue in the company's Software Solutions segment rose 1.5%.
Recurring revenue increased 4% on increased volume in Finance and
Insurance services, Customer Relationship Management solutions,
REYNOLDSYSTEM(TM) Applications on Demand and Reynolds Web
Solutions.  The growth in recurring revenue was partially offset
by the effect of the divestiture in 2005 of Campaign Management
Services.  On a comparative basis, the divestiture reduced revenue
by approximately $1 million in the third quarter versus the prior-
year period.  One-time revenue declined 8% primarily on lower
consulting revenue.

Documents segment revenue grew 3% while revenue in the Financial
Services segment declined 5%.

"Our third-quarter results show that we are gaining momentum in
our effort to improve performance and grow the company," Fin
O'Neill, Reynolds' president and chief executive officer, said.

"The plans we are announcing accelerate our pace.  Through these
efforts, we can substantially increase our operating margins and
deliver significant shareholder value."

The company expects its operating margins for the 2006 fiscal year
to be approximately 17%, excluding any charges incurred to
implement productivity initiatives.

O'Neill said that Reynolds is committed to preserving its singular
focus on its dealer customers as it implements its strategic plan.

"While the decision to eliminate positions is difficult, it is
necessary to ensure that our costs are aligned to our business
strategy.  In all cases, we are seeking to "remember who's boss"
-- our customers -- so that the actions we take will allow us to
maintain our leadership in customer service and support while
reducing costs where possible.  None of these reductions will in
any way impact customer support," he said.

Most of the positions to be eliminated are tied to overhead and
management functions within the company's Dayton headquarters.

                  Enhanced Shareholder Value Plan

Greg Geswein, Reynolds' senior vice president and CFO, said the
company has identified approximately $40 million in immediate cost
savings opportunities, of which more than $11 million have already
been implemented.

The company expects to incur a charge of approximately $4 million
to $6 million during the fourth quarter to provide for the costs
associated with plan implementation, and additional charges of
approximately $8 million to $10 million in fiscal 2007.

"We have created a three-year plan with clear actions, targets and
accountability," Geswein said.  "Our objective is substantial
growth in shareholder value."

Among the key components of the plan are:

   * Corporate actions to result in savings of approximately
     $50 million by 2009.  These include:

     -- Actions to eliminate approximately 170 positions in
        the next 90 days and reduce costs by approximately
        $10 million;

     -- Plans to eliminate an additional 280 positions (for a
        total of 450) over the next three years as the company
        streamlines business operations through the automation
        of manual processes, consolidation of facilities and
        improvements in business processes and logistics.
        Reynolds is improving its order processing systems and
        internal customer relationship management to accelerate
        sales productivity and customer satisfaction.  The
        company also expects to gain efficiencies through
        improved standards and scheduling for field support
        associates.  Overall, these changes are expected to save
        approximately $25 million;

     -- Freezing its defined benefit, company-sponsored pension
        plan for U.S. associates while doubling its 401(k) plan
        match and adding a profit-sharing plan.  Reynolds will
        record a curtailment expense of $5.2 million during the
        first fiscal quarter of 2007 to account for the cost of
        adopting the new program.  By freezing the plan, the
        company estimates it will reduce future annual expense
        by approximately $7 million per year, based on current
        actuarial assumptions.  The change will allow the company
        to minimize the financial volatility inherent in
        accounting for traditional defined benefit pension plans;

     -- Sale of its Networkcar business for net proceeds of
        approximately $21 million and a pre-tax gain of $7 million
        to $8 million.  Reynolds expects the sale to close by
        August 1 subject to customary closing conditions.
        Reynolds announced plans in 2005 to explore strategic
        alternatives for the business following its transition
        from dealership-based retail sales to a fleet management
        tool; and

   * Reduction of product-related and support costs totaling
     approximately $40 million by 2009.  To take advantage of
     offshore opportunities, Reynolds has opened an engineering
     and development center in Xian, China, which is expected to
     drive significant savings and organizational efficiencies in
     engineering and development.

"Reynolds has the strongest, most recognized name in the
automotive dealer market.  We are expanding our customer base in
Europe six-fold through the acquisition of DCS Group PLC, which we
expect to finalize on July 27.  We are also determined to increase
the penetration of our value-added applications and services in
Europe, and enter high-growth markets, such as China," O'Neill
said.

O'Neill said that in addition to cutting costs and implementing
productivity improvements, Reynolds is reinvesting in critical
parts of its business.

Reynolds will invest in features, functionality and architecture
to enhance and extend the REYNOLDSYSTEM(TM), the company's single-
source, integrated approach to improving dealership performance.
The investments will strengthen the REYNOLDSYSTEM while bringing
dealers additional value through new applications that will drive
company growth.

                       Pension plan changes

Reynolds' pension plan changes are designed to preserve the
accrued benefits associates have earned in the company pension
plan, while reducing the company's future annual expense.

Reynolds will double its contribution to the company's 401(k) plan
by matching 100% of the first 6% an associate contributes, subject
to IRS limits.  The company will also establish an annual profit
sharing plan through which it will make an additional
contribution, tax-deferred, to associates' 401(k) accounts.  The
contributions will be determined by the company's profitability.

The pension plans changes will be effective Oct. 1, 2006, and
apply to current U.S. associates.  Retired and former Reynolds
associates vested in the plan will not be affected.

"This is a necessary step for Reynolds to be competitive," O'Neill
said.  "At the same time, we are offering associates a portable
plan to help support and fund their retirement.

"The enhancements we've made to our 401(k) plan put us well above
the norm, and we believe this will be another recruiting edge
Reynolds will have in competing for talent in the future.  More
and more, individuals want to own, manage and control more of
their retirement savings.  An enhanced 401(k) plan, plus profit
sharing, can be strong incentive for talented individuals to join
and stay with Reynolds," O'Neill said.

                             Guidance

The company issued guidance for its 2007 fiscal year.  This
guidance also excludes the impact of any restructuring charges
associated with the plan announced today to deliver more value to
shareholders.  It also excludes future acquisitions (except for
DCS Group).  The company anticipates:

   * Revenue will be approximately 6% to 10% higher than in 2006;

   * Operating margins will be approximately 20%;

   * Net capital expenditures of approximately $15 million;

   * Depreciation and amortization will be $26 million to
     $28 million; and

   * A tax rate of approximately 39%.

Over the next three years, Reynolds expects mid-single digit
growth in revenue and double-digit growth in earnings.

                          About Reynolds

The Reynolds and Reynolds Company (NYSE: REY) --
http://www.reyrey.com/-- helps automobile dealers sell cars and
take care of customers.  Serving dealers since 1927, it provides
dealer management systems in the U.S. and Canada.  The Company's
award-winning product, service and training solutions include a
full range of retail Web and Customer Relationship Management
solutions, e-learning and consulting services, documents, data
management and integration, networking and support and leasing
services.  Reynolds serves automotive retailers and OEMs globally
through its incadea solution and a worldwide partner network, as
well as through its consulting practice.

                           *     *     *

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service confirmed The Reynolds & Reynolds
Company's senior unsecured ratings at Ba1 and assigned a positive
rating outlook.


ROGERS COMMUNICATIONS: Fitch Upgrades Issuer Default Rating to BB
-----------------------------------------------------------------
Fitch upgraded the ratings for Rogers Communications Inc. and its
subsidiaries:

  Rogers Communications Inc.:

    -- Issuer default rating to 'BB' from 'BB-'

  Rogers Wireless Inc.:

    -- IDR to 'BB' from 'BB-'
    -- Senior subordinated notes to 'BB' from 'BB-'

  Rogers Cable Inc.:

    -- IDR to 'BB' from 'BB-'

In addition, Fitch affirmed the senior secured ratings at Wireless
and Cable at 'BB+'.  Fitch also withdrew all of the ratings at
Call-Net Enterprises Inc., the senior subordinated debt rating at
Cable and the senior unsecured debt rating at RCI due to debt
repayment.  The Rating Outlook is Positive for RCI and its
subsidiaries.

Approximately $7 billion of debt securities are affected by these
actions.

The upgrade reflects RCI's improving credit measures driven by:

   * the strong operating performance at the wireless segment that
     has materially exceeded expectations;

   * debt reduction primarily at the RCI level; and

   * its robust bundled service offering across the wireless and
     cable assets.

Fitch expects RCI to rapidly improve free cash flow and credit
measures as the wireless operations should experience continued
market share gains coupled with expectations for improved churn
levels, stable pricing and positively trending ARPU due to
increasing data revenue.

Fitch also expects RCI to use free cash flow to reduce debt over
the next couple of years.  Leverage (adjusted debt to EBITDAR) is
3.9x at the end of the first quarter 2006 with expectations for
improvement to approximately 3.5x by the end of 2006.

Credit concerns include the on-going cash requirements at Cable,
which had a free cash flow deficit of $400 million (based on Fitch
adjustments) in 2005 and the competitive environment from
incumbent local exchange operators and DBS operators that will
likely pressure operating margins.  Cable free cash flow
generation was impacted by elevated capital spending, launch of
voice over IP telephone service and working capital requirements.

Fitch expects Cable's free cash flow deficit will moderate to
under $300 million during 2006 and improve substantially in 2007.
While the launch of telephony service will hinder Cable's ability
to generate free cash flow, Fitch believes that the company has
the right set of products and is well positioned to grow EBITDA
and reduce capital expenditures that will eventually lead to
generation of free cash flow.  Key to the company closing its
current free cash flow deficit will be growing its telephone
business and Rogers Business Solution business that currently
consume cash.

In addition, from Fitch's perspective the company's ability to
offer subscribers its bundle of video, HSD, Cable Telephony and
wireless services can mitigate a portion of the competitive threat
presented by the DBS and telco operators.

In Fitch's opinion, the favorable characteristics of the Canadian
wireless industry suggest long-term stability and more predictable
operating performance that set the stage for healthy revenue and
cash flow prospects particularly when compared to the U.S.  The
Canadian wireless industry benefits from:

   * three comparatively sized players;

   * lower penetration rates (approximately 20% lower the U.S);

   * relatively lower minute usage;

   * low churn (approximately 30 basis points lower than the U.S);
     and

   * positively trending ARPU.

Consequently industry EBITDA margins for the LTM are 40%,
approximately 800 basis points higher than the U.S.  Fitch
believes Rogers Wireless will realize further subscriber growth
and margin expansion over the rating horizon to significantly
increase free cash flow despite higher capital spending
requirements for its HSDPA network.

RCI's liquidity position is ample given the cash generation at
Wireless, the undrawn revolver capacity at its three subsidiaries,
Rogers Cable cash requirements and the significant flexibility in
advancing funds throughout the company as the restricted payments
basket at wireless and cable are not overly limiting.

At the end of the first quarter of 2006, RCI had approximately
$1.7 billion of undrawn revolver capacity.  Rogers Wireless
maintains a $700 million bank credit facility maturing in 2010
that had $20 million drawn at the end of the first quarter.
Rogers Cable's bank credit facility is $1 billion consisting of
two tranches:

   * a $600 million revolving credit facility that matures
     in 2010; and

   * a $400 million revolver that also matures in 2010.

The bank credit facility covenants at wireless, and cable provides
significant cushion under its most restrictive terms.

The ratings do not currently consider any level of share
repurchase programs or potential M&A activity.  Fitch believes
that any such actions could temper further ratings improvement.


SALS 2002-2: S&P Lifts Rating on Class E Transactions to BB+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from four U.S. synthetic CDO transactions.  The ratings
remain on CreditWatch with negative implications.  Concurrently,
the ratings are raised on four classes from two U.S. synthetic CDO
transactions.

The ratings on the downgraded classes all had been previously
placed on CreditWatch negative and were reviewed to determine the
appropriate rating action.

Where the synthetic rated overcollateralization ratio was less
than 100% at the current date and at a 90-day-forward projected
date, S&P lowered the rating on the class.  All of the upgraded
classes had SROC ratios above 100% at the new rating levels.

                        Rating List

                       Firebird SCDO
                       Series 2002-1

                                    Rating
                                    ------
             Class             To             From
             -----             --             ----
             B                 AA             AA-
             C                 A              A-


                    Mistletoe ORSO Trust 3

                                    Rating
                                    -------
             Class             To             From
             -----             --             ----
             Credit-linked     A-/Watch Neg   A/Watch Neg


            REPACS Trust Series 2006 Mount Ventoux

                                    Rating
                                    ------
             Class             To             From
             -----             --             ----
             Debt units        AA+/Watch Neg  AAA/Watch Neg


                          SALS 2002-2

                                     Rating
                                     ------
             Class             To             From
             -----             --             ----
             D                 BBB+           BBB
             E                 BB+            BB


                       Stony Hill CDO SPC
                       Series 2005-1 SEG

                                     Rating
                                     ------
             Class             To             From
             -----             --             ----
             Notes             BB-/Watch Neg  BB/Watch Neg


                           Tribune Ltd.
                        Series 26 (Aspen 2006)

                                     Rating
                                     ------
             Class             To             From
             -----             --             ----
             Aspen-B           AA-/Watch Neg  AA/Watch Neg


SAVVIS INC: Balance Sheet Upside Down by $137 Million at June 30
----------------------------------------------------------------
SAVVIS, Inc.'s balance sheet at June 30, 2006, showed
$460.8 million in total assets and $598.1 million in total
liabilities, resulting in a stockholders' deficit of approximately
$137 million.  The Company reported a $132 million stockholders'
deficit at Dec. 31, 2005.

SAVVIS generated $189.6 million of total revenue for the second
quarter of 2006, compared to $167.2 million in the second quarter
of 2005 and $180 million in the first quarter of 2006.

SAVVIS achieved income from operations of $6 million in the second
quarter, and its consolidated net loss narrowed to $11.1 million,
compared to a net loss of $21.3 million in the second quarter of
2005 and a net loss of $12.4 million in the first quarter of 2006.

Cost of revenue was $117.1 million, up 8% from a year ago and 4%
from the prior quarter.  Gross profit was $72.5 million, up 24%
from a year ago and 8% from the first quarter 2006.  Operating
cash flow was $21.3 million and cash capital expenditures were
$20.5 million in the quarter.

Chief Executive Officer Phil Koen said, "SAVVIS achieved strong
financial performance again in the second quarter, demonstrating
the success of our business model.  With 13% revenue growth from a
year ago, and 41% of that flowing through to the Adjusted EBITDA
line, the company is further extending its track record for margin
improvement.  Given this continued strong performance, we've
raised our expectations for both revenue and Adjusted EBITDA
growth for the full year.  We also achieved a substantial
improvement in our capital structure with the exchange of
Preferred stock for common.  Given the accomplishments of this
quarter, and our strong outlook, SAVVIS is well positioned to
create value for our stockholders.  Our success is driven by our
ability to address the pressing needs of enterprises by delivering
unique, managed solutions that offer IT infrastructure as a
service."

Total revenue for the second quarter increased 13% from a year ago
and 5% from the first quarter, primarily reflecting strong growth
in hosting and managed IP VPN revenue.  Colocation services
contributed 57% of hosting revenue, consistent with the first
quarter, with growth of approximately $5 million from the first
quarter, of which approximately $1.4 million was attributable to
renewal of existing contracts at higher prices.  Revenue from
virtualized utility services, also included in hosting revenue,
increased to $6.2 million in the quarter, up 244% from a year ago
and 29% from the first quarter.  Managed IP VPN revenue increased
24% from the prior year and 6% from the previous quarter.

Income from operations was $6 million in the second quarter,
compared to a loss from operations of $3.5 million in the same
period last year and income from operations of $3.7 million in the
first quarter 2006.  SAVVIS' consolidated net loss of $11.1
million was an improvement of $10.2 million from the second
quarter 2005 and $1.4 million from the first quarter 2006.  The
second quarter 2005 loss from operations and net loss included
$4.0 million of restructuring charges and integration costs.

Net cash provided by operating activities was $21.3 million,
compared to $200,000 in the same period last year and
$18.9 million in the first quarter 2006.

Cash capital expenditures for the second quarter 2006 totaled
$20.5 million, including $2.6 million for the completion of an
existing data center in Santa Clara, California.  Overall,
approximately 70% of SAVVIS' capital expenditures are driven by
revenue-generating opportunities.

SAVVIS' cash position at June 30, 2006, was $86.1 million,
including $36.8 million of net cash proceeds resulting from a
data-center property transaction on June 30, 2006.  On July 3,
2006, the first business day of the third quarter, the company
used $32 million of cash to pay down its revolving credit
facility.  On a pro-forma basis as of June 30, 2006, after giving
effect for the debt payment, SAVVIS' cash balance was 54.1 million
and the company had no debt outstanding on the revolving credit
facility, which provides a total borrowing capacity of
$85 million.

The data center transaction in the second quarter pertained to an
existing leased facility located in Dallas, Texas.  On June 29,
the company purchased the facility for $13.8 million.  On June 30,
2006, SAVVIS relinquished title to the building and certain
leasehold improvements in exchange for $50.6 million and entered
into a long-term lease of the facility for 15 years.  The annual
base rent under the new lease is approximately $4.3 million for
the first year, increasing 2.5% annually for the term of the
lease.  The transaction was recorded as a financing-method lease
under generally accepted accounting principles, resulting in a
long-term lease obligation of $50.6 million.  Future payments
under the lease will be recorded as interest expense and a
reduction in the long-term lease obligation.

On June 30, 2006, SAVVIS completed the exchange of its Series A
Preferred stock for 37.4 million shares of common stock.  Shares
of common stock outstanding at June 30 totaled 50.8 million.
Common stock issued in exchange for shares of the Series A
Preferred stock in the second quarter totaled 37.4 million shares,
including 29 million shares representing the as-converted value of
the Preferred stock and 8.4 million shares equivalent to 58% of
the value of future dividends.  The 8.4 million shares recorded at
fair value resulted in a $240.1 million charge to net loss
attributable to common shareholders in the second quarter.

                          Financial Outlook

Chief Financial Officer Jeff Von Deylen said, "SAVVIS' industry-
leading IT infrastructure solutions are selling well in a strong
market, driving revenue growth. Our focus on margin is yielding
results in gross profit and Adjusted EBITDA improvements, as well
as narrowing net loss.  Given the solid results of the first half,
we are revising our outlook to reflect higher revenue and Adjusted
EBITDA expectations."

SAVVIS management's current expectations for 2006 financial
results include:

     -- Total revenue in a range of $750-760 million, for growth
        of 12-14% (up from previous guidance of $730-750 million,
        for growth of 9-12%), including:

            * Hosting revenue increasing 25-30%

            * Managed IP VPN revenue increasing 16-20%, and

            * Reuters contributing approximately 12% of total
              revenue;


    -- Adjusted EBITDA in a range of $112-118 million (up from
       previous guidance of $100-110 million, for growth of over
       30%), for growth of over 40%;

    -- Cash capital expenditures of $75-80 million (up from
       previous guidance of $60-70 million); and

    -- Continued positive cash flow before loan repayments.

Headquartered in Town & Country, Missouri, SAVVIS, Inc. --
http://www.savvis.net/-- is a global provider of managed and
outsourced IT services that focuses exclusively on IT solutions
for businesses.  With an IT services platform that extends to 47
countries, SAVVIS has over 5,000 enterprise customers and leads
the industry in delivering secure, reliable, and scalable hosting,
network, and application services.  These solutions enable
customers to focus on their core business while SAVVIS ensures the
quality of their IT systems and operations.  SAVVIS' strategic
approach combines virtualization technology, a global network and
25 data centers, and automated management and provisioning
systems.


SEA CONTAINERS: High Court Sides with ORR on Railway Use Dispute
----------------------------------------------------------------
Great North Eastern Railway, the UK rail subsidiary of Sea
Containers Ltd. is extremely disappointed with the conclusions
reached by the High Court on GNER's application for judicial
review of the decision by the Office of Rail Regulation to grant
access rights on the East Coast Mainline to Grand Central Railways
and Hull Trains based on a different charging regime to franchised
train operators.

GNER sought an order quashing the ORR's March 23 decision and a
declaration that the ORR's charging regime is unlawful.  Mr.
Justice Sullivan declined to grant the order or the declaration.
GNER considers that the judgment is fundamentally flawed.  It
considers that two train operators calling at the same station and
picking up the same set of passengers are not in competition
because of their differing contractual arrangements with
government.  It is obvious that GNER and its competitors operate
in the same market.

GNER continues to believe that the ORR's charging regime is
discriminatory, is in breach of national and European law, amounts
to an unlawful grant of state aid and distorts competition.  It
also continues to believe that the decision to grant access rights
was unfair.

GNER has always been a supporter of competition both on the East
Coast Mainline and in the rail industry in general.  However, it
believes that franchised and open access operators should operate
on a level-playing field, which is not the position under the
current charging arrangement.  This regime makes franchised
operators pay significantly higher charges than open access
operators for access to the same infrastructure.  Additionally,
GNER believes that by stopping at York, which already has 61
services a day to and from London, under an industry revenue
allocation system at least 80 percent of Grand Central's revenues
will be abstractive from GNER's premium-paying franchise.

GNER is taking legal advice in respect of the options now open to
it, including the possibility of an application to the Court of
Appeal or a complaint to the European Commission.

GNER will need to look more closely at Mr. Justice Sullivan's
decision before being able to quantify the precise impact on the
company.

Bob MacKenzie, President and CEO of Sea Containers, the parent
company of GNER, said: "[Thurs]day's decision is truly
extraordinary.  It has serious commercial consequences for GNER
and for the Department for Transport.  It undermines the
profitability of GNER, which already operates to modest margins,
and devalues a recently-awarded public contract agreed with
government and the East Coast franchise in perpetuity.  It will
also make bidders for other franchises elsewhere on the network
more risk-adverse.

"We believe we had a strong case to contest the ORR's decision.
The real losers from today's judgment are not just those who
believe in fair competition, but also passengers on the East Coast
Main Line and other rail users on the network who may not see as
much money reinvested into their railway.

"We will be discussing the serious implications of today's
decision with the Department for Transport, as it is likely to
jeopardize GNER's ability to pay some of the premium payments
agreed with the government over the course of our franchise.  This
cannot be what the government intended to happen to any of its
newly-awarded rail franchises."

Once it has considered the consequences of the High Court's
decision in full, Sea Containers, GNER's parent company, intends
to issue a further statement in August, which will also include a
financial update on trading matters relating to GNER.

                      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.
Moody's said 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."


SEA CONTAINERS: Christopher Garnett Steps Down as GNER CEO
----------------------------------------------------------
Sea Containers Ltd. disclosed that Christopher Garnett, Chief
Executive Officer of GNER and Senior Vice President - Rail of Sea
Containers, will be stepping down after 10 years with the Company.

Mr. Garnett, 60, will leave the Company on Aug. 31.  Bob
MacKenzie, President and CEO of Sea Containers, will become
Executive Chairman of GNER, supported by the other GNER directors.

"After ten challenging and rewarding years helping to transform
GNER into a company renowned for customer service, now is the
right time to step down and hand over to others to lead the next
stage in GNER's development," Mr. Garnett said.

Commenting on Mr. Garnett's departure, Mr. MacKenzie said: "We
thank Christopher for his sterling work building GNER into the
first class train operating company which it is, and for his
efforts and commitment to the company since 1996.  Looking ahead,
GNER does face a number of challenges, which in the current
financial environment need urgent attention. I will be working
with the GNER team to address these."

                    About Sea Containers

Headquartered in London, England, 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.

                        *    *    *

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 US$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: Inks Pact on Interim Plan-Filing Period Extension
----------------------------------------------------------------
SeraCare Life Sciences, Inc., and the Ad Hoc Committee of Equity
Holders have entered into a stipulation extending the Debtor's
exclusive periods to file a plan of reorganization and solicit
acceptances of that plan to Aug. 4, 2006 and Oct. 4, 2006,
respectively.

The Ad Hoc Equity Panel is seeking to terminate the Debtor's
exclusive period.  Concurrently, the Debtor is asking the Court to
extend its exclusive plan-filing period to Oct. 18, 2006, and its
solicitation period to Dec. 18, 2006.  The hearing on these two
opposing motions is scheduled at 10:00 a.m. on Aug. 2, 2006.

As reported in the Troubled Company Reporter on July 6, 2006, the
Ad Hoc Equity Committee wants the Court to lift the automatic stay
so it can ask the California Superior Court to compel the Debtor
to promptly hold its annual meeting of shareholders.  If the
Bankruptcy Court won't lift the automatic stay, the Ad Hoc
Committee wants the Court to terminate the Debtor's exclusive
plan-filing period.

The Ad Hoc Equity Committee has raised concerns over the
legitimacy of the special committee currently holding all of the
powers of the Company's Board of Directors.  According to the
Committee, this "highly unusual" governance arrangement also casts
doubt on the legitimacy of the special committee as a debtor-in-
possession.

Despite the Ad Hoc Equity Committee's concerns, the Debtor insists
that there is more than some promise of success for reorganization
in its case.  The Debtor claims it has substantial equity in its
assets and the financial ability to reorganize.

The Debtor further claimed that it needed more time to negotiate a
plan of reorganization given the number of active constituencies
in its case.

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.


SERACARE LIFE: Panel Says Debtor Should Keep Derivative Claims
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of SeraCare Life
Sciences, Inc., opposes Wade Y. Sato's motion asking the U.S.
Bankruptcy Court for the Southern District of California to compel
the Debtor to abandon certain derivative claims against its former
directors and officers.

Mr. Sato, one of the Debtor's shareholders, filed a derivative
case in the U.S. District Court for the Southern District of
California against officers and directors who allegedly led the
Debtor into bankruptcy.

SeraCare's stock price had plummeted after Mayer Hoffman McCann
P.C., its independent auditor, raised concerns about "the Debtor's
financial statements, accounting documentation and the
representations of its management.  Mr. Sato accuses SeraCare's
officers and directors of issuing misleading financial statements
to sell the Debtors stock at artificially inflated prices.

The directors and officers party to Mr. Sato's action (S.D. Ca.
Case No. 06CV0304W WMc) are Michael F. Crowley, Jr., Craig A.
Hooson, Barry D. Plost, Robert J. Cresci, Jerry L. Burdick, Samuel
Anderson, Ezzat Jallad, Dr. Bernard Kasten and Dr. Nelson Teng.

According to Mr. Sato, the Debtor should abandon its derivative
claims against these officers because the pursuit of the claims is
burdensome to the estate.

In addition, Mr. Sato contends that the Court should order the
abandonment since the Debtor's directors and its current lawyers
at O'Melveny & Myers have unwaivable conflicts of interests
preventing them from pursuing the derivative case.  Brett M.
Weaver, Esq., at Johnson Law Firm APC tells the Court that the
Debtor's directors are hiding behind the bankruptcy code in order
to prevent the derivative case from going forward.

As debtor-in-possession, SeraCare presently has the exclusive
right to purse the derivative cases.  The Debtor's abandonment of
the derivative claims will allow Mr. Sato to resume the derivative
suit in order to hold the individual defendants liable for the
damages the Debtor suffered as a result of their breaches of
fiduciary duties, unjust enrichment and statutory violations.

                      Committee's Concerns

The Committee tells the Court that Mr. Sato's request should be
denied for three reasons:

      1) there is no basis for the estate to abandon what Mr. Sato
         admits are valuable derivative claims that belong to the
         estate;

      2) abandonment of the estate's assets to a shareholder would
         violate the absolute priority rule by sidestepping the
         interests of creditors; and

      3) it is premature to consider abandoning estate assets
         when there is no evidence that the Debtor is unwilling or
         unable to pursue the claims.

Henry C. Kevane, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, says Mr. Sato failed to establish the requisite
grounds for the Court to take the exceptional remedy of compelling
the estate to abandon some of its assets.

Mr. Kevane argues that derivative claims are not a burden and are
not of inconsequential value.  He adds that the possible conflict
of the Debtor or its counsel in relation to the derivative claims
does not mean that these claims should be abandoned.  He explains
that other representative of the estate, like the Creditors'
Committee, can be appointed for the purpose of pursuing the
claims.

The Court will convene a hearing at 2:00 p.m., on Aug. 17, 2006,
at Room 118, Weinberger Courthouse to consider Mr. Sato's
request.

                         About SeraCare

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).  Garrick A. Hollander,
Esq., and Paul J. Couchot, Esq., at Winthrop Couchot, P.C.,
represent the Debtor.  The Official Committee of Unsecured
Creditors hired Henry C. Kevane, Esq., and Maxim B. Litvak, Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub LLP, as its
counsel.  When the Debtor filed for protection from its creditors,
it listed $119.2 million in assets and $33.5 million in debts.


SILICON GRAPHICS: Judge Lifland Approves Disclosure Statement
-------------------------------------------------------------
The Disclosure Statement of Silicon Graphics has been approved by
the U.S. Bankruptcy Court for the Southern District of New York,
on July 27, 2006, thereby enabling the Company to continue on its
path toward emerging from chapter 11 by the end of September.

At a hearing in New York, the Honorable Burton R. Lifland ruled
that SGI's Disclosure Statement contained adequate information for
the purpose of soliciting creditor approval of SGI's Plan of
Reorganization.  The Plan is supported by the Official Creditors'
Committee, the Ad Hoc Committee of Senior Secured Noteholders and
the largest holder of Silicon Graphics' Unsecured Debentures.

SGI will commence mailing of the Plan and Disclosure Statement by
Aug. 3, 2006.  A hearing for the court to consider confirmation of
the Plan has been scheduled for Sept. 19, 2006.  Certain other
motions related to employees and financing were also approved.

A full-text copy of the Approved Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?e81

A full-text copy of the First Amended Plan is available for free
at http://ResearchArchives.com/t/s?e82

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.


SONICBLUE INC: Wants Excl. Plan-Filing Period Extended to Aug. 19
-----------------------------------------------------------------
SONICblue Incorporated and its debtor-affiliates ask the U.S
Bankruptcy Court for the Northern District of California in San
Jose to approve a tenth stipulation with the Official Committee of
Unsecured Creditors extending their exclusive periods for filing a
plan of reorganization and obtaining acceptances of that Plan to
Aug. 19, 2006 and Oct. 18, 2006, respectively.

The Debtors and Committee have deferred filing a Plan because of
uncertainty caused by claims in excess of $70 million filed by VIA
Technologies, Inc., and S3 Graphics Co., Ltd.   The Debtors have
failed to reach a settlement with VIA and S3 during several months
of negotiations.  The existence of these claims lead to
uncertainty regarding the amounts to be distributed under a plan.
The Debtors remain optimistic that they will be able to reach a
settlement with VIA and S3.

The Debtors tell the Court they have drafted a plan and disclosure
statement. However, they need to secure additional information
regarding potential claim objections before the plan and
disclosure statement can be finalized.

                        About SONICBlue

Headquartered in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The Company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems, Inc., ReplayTV, Inc., and Sensory Science
Corporation, filed for chapter 11 protection on Mar. 21, 2003
(Bankr. N.D. Calif. Case Nos. 03-51775 to 03-51778).  Craig A.
Barbarosh, Esq., at the Law Offices of Pillsbury Winthrop,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
assets totaling $342,871,000 and debts totaling $335,473,000.


STARWOOD HOTELS: S&P Raises Corp. Credit Rating to BBB- from BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
and senior unsecured ratings on Starwood Hotels & Resorts
Worldwide Inc. to 'BBB-' from 'BB+'.

"The upgrade reflects our expectation that Starwood would pursue
an operating strategy and a financial policy that can sustain an
investment-grade financial profile over the lodging cycle,
notwithstanding Starwood's move in 2006 toward executing an
aggressive level of share repurchases," said Standard & Poor's
credit analyst Emile Courtney.

Stock repurchases exceeded $570 million in the five months ended
May 2006 following three fiscal years (2003-2005) in which
Starwood generated more cash from stock issuances than it spent on
repurchases.  The outlook is stable.

In addition, the lodging environment in the U.S. is expected to
remain supportive of considerable improvements in operating
performance over the intermediate term, providing Starwood the
opportunity to maintain flexibility in its financial profile
notwithstanding aggressive share repurchases.

Cash proceeds received by Starwood from the Host transaction,
expected proceeds of $325 million from asset sales in 2006 to
date, and $760 million in unrestricted cash balances as of March
2006 are expected to allow the completion of Starwood's $1 billion
share repurchase authorization over the intermediate term.

Starwood has reduced debt balances by more than $1 billion so far
in 2006, including the defeasance of $510 million in mortgage-
backed and other secured debt.


STONY HILL: S&P Downgrades Notes' Rating to BB-
-----------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from four U.S. synthetic CDO transactions.  The ratings
remain on CreditWatch with negative implications.  Concurrently,
the ratings are raised on four classes from two U.S. synthetic CDO
transactions.

The ratings on the downgraded classes all had been previously
placed on CreditWatch negative and were reviewed to determine the
appropriate rating action.

Where the synthetic rated overcollateralization ratio was less
than 100% at the current date and at a 90-day-forward projected
date, S&P lowered the rating on the class.  All of the upgraded
classes had SROC ratios above 100% at the new rating levels.

                        Rating List

                       Firebird SCDO
                       Series 2002-1

                                    Rating
                                    ------
             Class             To             From
             -----             --             ----
             B                 AA             AA-
             C                 A              A-


                    Mistletoe ORSO Trust 3

                                    Rating
                                    -------
             Class             To             From
             -----             --             ----
             Credit-linked     A-/Watch Neg   A/Watch Neg


            REPACS Trust Series 2006 Mount Ventoux

                                    Rating
                                    ------
             Class             To             From
             -----             --             ----
             Debt units        AA+/Watch Neg  AAA/Watch Neg


                          SALS 2002-2

                                     Rating
                                     ------
             Class             To             From
             -----             --             ----
             D                 BBB+           BBB
             E                 BB+            BB


                       Stony Hill CDO SPC
                       Series 2005-1 SEG

                                     Rating
                                     ------
             Class             To             From
             -----             --             ----
             Notes             BB-/Watch Neg  BB/Watch Neg


                           Tribune Ltd.
                        Series 26 (Aspen 2006)

                                     Rating
                                     ------
             Class             To             From
             -----             --             ----
             Aspen-B           AA-/Watch Neg  AA/Watch Neg


TAOVAYA LLC: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Taovaya, LLC
        2803 Wilbarger
        Vernon, Texas 76384

Bankruptcy Case No.: 06-70241

Chapter 11 Petition Date: July 27, 2006

Court: Northern District of Texas (Wichita Falls)

Debtor's Counsel: Mark Joseph Petrocchi, Esq.
                  Goodrich Postnikoff Albertson & Petrocchi, LLP
                  777 Main Street, Suite 1360
                  Fort Worth, Texas 76102
                  Tel: (817) 335-9400
                  Fax: (817) 338-9209

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Herring Bank                       Approximate         $2,860,424
c/o David L. LeBas                 Deficiency
Gwinn & Roby, LLP
600 Maxor Building
320 South Polk Street
Amarillo, TX 79101-1426

Frank Espanoza                     Arrearage               $1,400
201 Fayette Street
Nocona, TX 76255

Jack Duncan                        Pool Service              $100
P.O. Box 415
Nocona, TX 76255

Cavender Investment                Notice Only                 $0
Properties, Ltd.
7820 South Broadway
Tyler, TX 75703

Ronnie Sanders                     Party to Lawsuit            $0
710 West Weatherford
Fort Worth, TX 76102

Roger Williams                                                 $0

R & R Motor Company                Party to Lawsuit            $0

Montague County Tax Assessor                                   $0

Landrum Chevrolet-Pontiac-         Party to Lawsuit            $0
Oldsmobile LLP

JP Morgan Chase Bank, NA           Party to Lawsuit            $0

John Wolfe Auto Group, LP          Party to Lawsuit            $0

John C. Wolfe                      Arrearage                   $0

John c. Wolfe, Inc.                Party to Lawsuit            $0

Jim Hedrick                                                    $0

JCFW Inventory Management          Party to Lawsuit            $0

Internal Revenue Service                                       $0

Carol Keeton Strayhorn                                         $0

Allie Beth Allman                  Contingent Claim            $0


TELESOURCE INT'L: Has Capital Deficits in 2005 2nd & 3rd Quarters
-----------------------------------------------------------------
Telesource International, Inc., filed with the Securities and
Exchange Commission on July 25, 2006, its financial statements for
the:

   -- second quarter ended June 30, 2005; and
   -- third quarter ended Sept. 30, 2005.

                      Second Quarter Results

The Company reported a $2,603,573 net loss on $3,386,961 of gross
revenues for the second quarter ended June 30, 2006, compared with
$8,819,762 net loss on $9,970,921 of gross revenues for the same
period in 2004.

At June 30, 2005, the Company's balance sheet showed $16,037,516
in total assets, and $27,320,271 in total liabilities, resulting
in an $11,282,755 stockholders' deficit.

The Company's $15,740,798 stockholders' deficit at Dec. 31, 2004,
was higher than the 2005 second quarter figure.

The Company's balance sheet at June 30, 2005, also showed strained
liquidity with $8,269,055 in total current assets available to pay
$10,335,306 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's 2005 second quarter financials
are available for free at http://ResearchArchives.com/t/s?e78

                       Third Quarter Results

The Company reported a $3,755,346 net loss on $4,653,570 of gross
revenues for the third quarter ended Sept. 30, 2005, compared with
$10,909,937 net loss on $16,929,710 of gross revenues for the same
period in 2004.

At Sept. 30, 2005, the Company's balance sheet showed $13,898,319
in total assets and $25,375,176 in total liabilities, resulting in
an $11,476,857 stockholders' deficit.

The Company's $15,740,798 stockholders' deficit at Dec. 31, 2004,
was higher than the 2005 third quarter figure.

The Company's balance sheet at Sept. 30, 2005, also showed
strained liquidity with $6,763,093 in total current assets
available to pay $9,086,452 in total current liabilities coming
due within the next 12 months.

Full-text copies of the Company's 2005 third quarter financials
are available for free at http://ResearchArchives.com/t/s?e79

                  About Telesource International

Telesource International, Inc. (Pink Sheeet: TSCI) has three main
operating segments:  i) power generation, ii) construction of
power plants and construction services, and iii) brokerage of
goods and services.  Sayed Hamid Behbehani & Sons Co. W.L.L., a
Kuwait-based civil, electrical and mechanical construction
company, currently controls over 85% of the Company's shares.

Telesource International is located in Lombard, Illinois, U.S.A.,
the Company's headquarters, where it operates a small service for
the procurement, export and shipping of U.S. fabricated products
for use by the Company's subsidiaries or for resale to customers
outside of the mainland.

Telesource Fiji, Ltd., a subsidiary, is located on the island of
Fiji where it maintains and operates diesel fired electric power
generation plants for the sale of electricity in the country.  The
Company also is attempting to develop future construction and
other energy related business activities in Fiji.

Telesource CNMI, Inc., is on the island of Tinian, an island in
the Commonwealth of Mariana Islands (U.S. Territory), where it
operates a diesel fired electric power generation plant for the
sale of electricity to the local power grid.

In Saipan, the Company maintains offices for coordinating
marketing and development activities in the region and is
responsible for all operations including the development of future
construction projects and energy conversion opportunities in the
region.


THERMADYNE HOLDINGS: S&P Lowers Corporate Credit Rating to CCC
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Thermadyne Holdings Corp., including its corporate credit rating
to 'CCC' from 'B-'.  The outlook on the St. Louis, Missouri-based
welding products manufacturer remains negative.

As of March 31, 2006, total outstanding debt was approximately
$265 million.

"The downgrade reflects deterioration in liquidity due, in part,
to uncertainty about whether the company can meet the filing
deadlines for financial reports required by its lender and
bondholders, and concern that liquidity pressures could jeopardize
payment of financial obligations," said Standard & Poor's credit
analyst Anita Ogbara.

Under the terms of the company's most recent amendment, bank
creditors agreed to a July 27, 2006, deadline for filing financial
statements, as well as to more lenient covenants.  However, on
Aug. 1, 2006, the company is required to make an $8.1 million
interest payment on the 9.25% senior subordinated notes due 2014.

Even if the company makes the August interest payment, its
liquidity will likely remain under pressure.  The company is
currently seeking an amendment to the senior subordinated notes,
which would extend the filing deadline through Aug. 21, 2006, and
adjust payment arrangements for interest on the notes.

Recently, Thermadyne has experienced a series of financial control
and operations issues, including the resignation of its
independent auditor, Ernst & Young, as well as the departure of
several key senior executives on the financial reporting staff.

Year over year, EBITDA was relatively flat after accounting
restatements and adjustments related to discontinued operations.
The company's operating and financial performance continues to
reflect:

   * weak cost controls;
   * high inventory levels; and
   * product pricing challenges.

Profitability and cash flow generation are hampered by high
selling, general, and administrative costs and heavy working
capital requirements.

Additionally, the company's performance has been stymied by its
exposure to raw materials prices, namely copper, brass, and steel.
The company has a multifaceted plan to deal with these issues and
is also trying to address shortcomings in its internal control
over financial reporting.


TIMES SQUARE: S&P Raises Certificates' Rating to BBB- from BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Times
Square Hotel Trust's mortgage and lease amortizing certificates
to 'BBB-' from 'BB+'.  Concurrently, the outlook is revised to
stable from positive, where it was placed on Nov. 15, 2005.

The action follows the July 26, 2006, raising of the corporate
credit rating assigned to Starwood Hotels & Resorts Worldwide Inc.
to 'BBB-'.  The outlook on Starwood is stable.

The rating on the Times Square Hotel Trust transaction is based on
the payments and obligations of Starwood pursuant to a triple-net
lease of the W New York - Times Square Hotel on Broadway at 47th
Street.


USG CORP: Balance Sheet Upside-Down by $313 Million at June 30
--------------------------------------------------------------
USG Corporation reported second quarter 2006 net sales of
$1.6 billion, a record for any quarter in USG's history, and net
earnings of $176 million.  Net sales increased $286 million, or
22%, and net earnings increased $66 million, or 60%, compared with
the second quarter of last year.

"USG's businesses continued to perform exceptionally well in the
second quarter," said USG Corporation Chairman and CEO William C.
Foote.  "Once again, sales were the highest ever recorded for a
quarter, driven by record product shipments achieved by L&W Supply
and United States Gypsum Company.  All of our businesses achieved
profitable growth, reflecting the success of our strategies,
including the ongoing expansion of our distribution business and
additions to our industry-leading wallboard manufacturing
facilities."

Mr. Foote continued, "With our emergence from bankruptcy on June
20th, I am pleased to report that USG has delivered on its
commitment to repay our creditors in full, compensate those who
have been injured by asbestos, preserve equity value and emerge
operationally stronger.  I am particularly proud of USG's
excellent operational performance over the last several years,
which enabled us to emerge from Chapter 11 as a stronger and more
profitable company.  Our businesses are well-positioned to
continue growing and providing superior service to customers."

Net sales for the first half of 2006 were $3.0 billion versus
$2.5 billion for the same period in 2005.  Net earnings were
$35 million, or $0.60 per share, for the first six months of this
year.  Net earnings of $187 million were recorded in the first six
months of last year.

Results in the second quarter and first half of 2006 included a
$27 million reversal of a reserve for asbestos-related claims.
This reversal, which is reflected as income in the statement of
earnings, was based on the corporation's evaluation of the
asbestos property damage settlements it has reached in principle
and the remaining unresolved asbestos property damage claims.  The
after-tax income from this reversal amounted to $17 million.

Second quarter and first half results also included a charge for
post-petition interest and fees related to prepetition
obligations.  These pretax charges for the second quarter and
first six months of 2006 were $36 million and $520 million.  The
corresponding after-tax amounts for the second quarter and first
half were $21 million and $321 million.

                      Core Business Results

North American Gypsum

USG's North American Gypsum business recorded net sales of
$977 million and operating profit of $267 million in the second
quarter of 2006.  Second quarter net sales increased by
$173 million, or 22 percent, while operating profit increased
$119 million, or 80 percent, compared with the same period a year
ago.

United States Gypsum Company recorded second quarter 2006 net
sales of $878 million and operating profit of $242 million,
increases of $158 million and $117 million, compared with the
second quarter of 2005.  U.S. Gypsum's strong performance during
the quarter was primarily attributable to higher selling prices
and record shipments of the company's SHEETROCK(R) Brand gypsum
wallboard.  Strong customer demand for U.S. Gypsum products was
also reflected in higher selling prices and record shipments of
FIBEROCK(R) Brand gypsum fiber panels and SHEETROCK Brand joint
compound.  Second quarter 2006 operating profit for U.S. Gypsum
included the previously mentioned favorable effects of the $27
million pre-tax reversal of a reserve for asbestos claims.  These
strong results were partially offset by higher costs, including
higher energy and raw material prices.

U.S. Gypsum's second quarter shipments of gypsum wallboard were a
record for any quarter in its history, totaling 3.0 billion square
feet, 3 percent higher than shipments in last year's second
quarter.  U.S. Gypsum's nationwide average realized selling price
for gypsum wallboard was $182.65 per thousand square feet during
the second quarter of 2006, an increase of 32 percent compared
with the second quarter of last year.

The gypsum division of Canada-based CGC Inc. reported second
quarter 2006 net sales of $91 million, an increase of $9 million,
or 11 percent, compared with the same period a year ago.

Operating profit of $14 million was the same level attained in
last year's second quarter.  Higher net sales were largely
attributable to improved pricing for SHEETROCK Brand gypsum
wallboard and the favorable effects of currency translation.
This improvement was offset by higher gypsum wallboard
manufacturing costs.

Worldwide Ceilings

USG's Worldwide Ceilings business reported second quarter 2006 net
sales of $199 million, up $21 million, or 12 percent, compared
with the second quarter of 2005.  Operating profit was $26 million
in the quarter, an increase of $9 million, or 53 percent, compared
with the same period a year ago.

USG's domestic ceilings business, USG Interiors, reported second
quarter 2006 net sales and operating profit of $137 million and
$17 million.  Net sales and operating profit improved $13 million
and $4 million, compared with the second quarter of 2005.  The
improvement in results was largely attributable to improved
selling prices for and higher shipments of ceiling grid.  The
gains reflect a rebound in the commercial construction market,
which has benefited from declining office vacancy rates, job
growth, and improved corporate investment, as well as improved
plant efficiencies.  These results were partially offset by higher
manufacturing costs for ceiling tile.

USG International reported net sales and operating profit of
$59 million and $5 million in the second quarter of 2006.  This
compared with net sales of $52 million and operating profit of
$2 million for the same period a year ago.  This improvement
primarily reflected higher demand for USG ceiling grid in Europe.

The ceilings division of CGC Inc. reported second quarter 2006 net
sales of $14 million, unchanged from last year's second quarter.
Operating profit doubled to $4 million for the period, largely as
a result of lower manufacturing costs for ceiling grid.

Building Products Distribution

L&W Supply, USG's building products distribution business,
reported second quarter 2006 net sales of $680 million and
operating profit of $58 million, both records for any quarter in
L&W's history.  Net sales rose $174 million, or 34 percent, while
operating profit increased by $19 million, or 49 percent, over
the second quarter of 2005.  The improved results reflect record
shipments for gypsum wallboard and complementary building
products, such as drywall metal, ceiling products and joint
compound.  Results also benefited from higher prices for gypsum
wallboard.  Selling prices for L&W Supply's gypsum wallboard
increased 33 percent versus the second quarter of 2005.  Sales of
products other than gypsum wallboard were up 17 percent compared
with last year's second quarter.

                 Other Consolidated Information

Second quarter 2006 selling and administrative expenses of
$103 million increased by $16 million versus the second quarter
of 2005.  For the first six months, these expenses were
$202 million versus $176 million a year ago.  These increases
related primarily to increased levels of compensation and benefits
and expenses in connection with growth initiatives.  Selling and
administrative expenses as a percent of net sales were 6.5
percent and 6.6 percent in the second quarter and first six
months of 2006 compared with 6.8 percent and 7.2 percent for the
comparable 2005 periods.

USG reported Chapter 11 reorganization expense of $6 million in
the second quarter of 2006, compared with income of $1 million
in last year's second quarter.  For the second quarter of 2006,
this consisted of $18 million in legal and financial advisory
fees, offset by $12 million in bankruptcy-related interest
income.  In the same period a year ago, USG incurred $6 million
in legal and financial advisory fees, which was more than offset
by $7 million in bankruptcy-related interest income.  Under AICPA
Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code," interest income on
USG's bankruptcy-related cash is offset against Chapter 11
reorganization expenses.

Interest expense for the second quarter and first six months of
2006 was $37 million and $523 million.  These amounts included
charges for postpetition interest and fees related to prepetition
obligations as previously discussed.  Under SOP 90-7, virtually
all of USG's outstanding debt was classified as liabilities
subject to compromise until the corporation's emergence from
bankruptcy on June 20, 2006.  Interest expense, other than that
related to post-petition interest and fees, was $2 million and
$3 million in the second quarter and first six months of 2005.

As of June 30, 2006, USG had $663 million of cash, cash
equivalents, restricted cash and marketable securities on a
consolidated basis, compared with $1.5 billion as of March 31,
2006 and $1.6 billion as of December 31, 2005.  This decline was
due primarily to payments in the second quarter related to the
corporation's Plan of Reorganization, including the $890 million
payment to fund the Section 524(g) asbestos personal injury trust
fund.  Capital expenditures in the second quarter of 2006 were
$98 million compared with $43 million in the corresponding 2005
period.  For the first six months of 2006, capital expenditures
were $150 million versus $76 million in the first six months of
2005.

As of June 30, 2006, liabilities subject to compromise have been
reclassified on the consolidated balance sheet.  This included the
reclassification of the corporation's remaining asbestos reserve
to current liabilities either as notes payable to the Section
524(g) asbestos trust or accrued expenses, as appropriate.

                         USG Corporation
              Unaudited Consolidated Balance Sheet
                      As of June 30, 2006

Assets
Current Assets:
   Cash and cash equivalents                       $587,000,000
   Short-term marketable securities                  69,000,000
   Restricted cash                                    7,000,000
   Receivables, net                                 579,000,000
   Inventories                                      361,000,000
   Income taxes receivable                          329,000,000
   Deferred income taxes                          1,247,000,000
   Other current assets                             156,000,000
                                                 --------------
Total current assets                             $3,335,000,000

Long-term marketable securities                               -
Property, plant and equipment
   (net of accumulated depletion --
    $1,054,000,000 & $982,000,000)                2,035,000,000
Deferred income taxes                                         -
Goodwill                                            105,000,000
Other assets                                        182,000,000
                                                 --------------
Total Assets                                     $5,657,000,000
                                                 ==============

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
   Accounts payable                                 368,000,000
   Accrued expenses                                 868,000,000
   Notes payable to Section 524(g)
      asbestos trust                                 10,000,000
   Deferred income taxes                                      -
   Income taxes payable                              53,000,000
                                                 --------------
Total current liabilities                         5,098,000,000

Long-term debt                                      239,000,000
Deferred income taxes                               137,000,000
Other liabilities                                   496,000,000
Liabilities subject to compromise                             -

Stockholders' Equity (Deficit):
   Common stock                                       5,000,000
   Treasury stock                                  (209,000,000)
   Capital received in excess of par value          444,000,000
   Accumulated other comprehensive income             7,000,000
   Retained earnings (deficit)                     (560,000,000)
                                                 --------------
Total stockholders' equity (deficit)               (313,000,000)
                                                 --------------
Total liabilities and stockholders' equity
   (deficit)                                     $5,657,000,000
                                                 ==============


                         USG Corporation
          Unaudited Consolidated Statement of Earnings
                Three Months Ended June 30, 2006

Net Sales                                        $1,573,000,000

Cost of products sold                             1,173,000,000
                                                 --------------
Gross profit                                        400,000,000
Selling & administrative expenses                   103,000,000
Reversal of asbestos claims reserve                 (27,000,000)
Chapter 11 reorganization expenses                    6,000,000
                                                 --------------
Operating profit                                    318,000,000

Interest expense                                     37,000,000
Interest income                                      (4,000,000)
                                                 --------------
Earnings before income taxes                        285,000,000
Income taxes                                        109,000,000
                                                 --------------
Net earnings                                       $176,000,000
                                                 ==============


                         USG Corporation
                 Unaudited Core Business Results
                Three Months Ended June 30, 2006

Net Sales:

North American Gypsum:
   U.S. Gypsum Company                             $878,000,000
   CGC Inc. (gypsum)                                 91,000,000
   Other subsidiaries                                64,000,000
   Eliminations                                     (56,000,000)
                                                 --------------
Total                                               977,000,000

Worldwide Ceilings:
   USG Interiors, Inc.                              137,000,000
   USG International                                 59,000,000
   CGC Inc. (ceilings)                               14,000,000
   Eliminations                                     (11,000,000)
                                                 --------------
Total                                               199,000,000

Building Products Distribution:
   L&W Supply Corporation                           680,000,000
   Eliminations                                    (283,000,000)
                                                 --------------
Total USG Corporation                            $1,573,000,000
                                                 ==============

Operating Profit:

North American Gypsum:
   U.S. Gypsum Company                              242,000,000
   CGC Inc. (gypsum)                                 14,000,000
   Other subsidiaries                                11,000,000
                                                 --------------
Total                                               267,000,000

Worldwide Ceilings:
   USG Interiors, Inc.                               17,000,000
   USG International                                  5,000,000
   CGC Inc. (ceilings)                                4,000,000
                                                 --------------
Total                                                26,000,000

Building Products Distribution:
   L&W Supply Corporation                            58,000,000

Corporate                                           (24,000,000)
Chapter 11 reorganization expenses                   (6,000,000)
Eliminations                                         (3,000,000)
                                                 --------------
Total USG Corporation                              $318,000,000

                            About USG

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006. (USG
Bankruptcy News, Issue No. 118; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USG CORP: Gets Court Nod to Finalize Pre-Confirmation Settlements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed
USG Corp. and its debtor-affiliates to finalize several
pre-confirmation settlement agreements.

Throughout their Chapter 11 cases, the Debtors worked diligently
to settle and resolve as many disputed claims as possible before a
hearing on confirmation of the Debtors' First Amended Joint Plan
of Reorganization, Karen McKinley, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, relates.

Before the Plan became effective on June 20, 2006, many
settlements were finalized pursuant to Court-approved settlement
procedures or by filing motions pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure seeking approval of those
settlements.

As of the Effective Date, Ms. McKinley said, the Debtors reached
settlements with various creditors in principle to resolve
certain claims, including asbestos property damage claims, for
which relevant settlement agreements as of that time had not been
fully documented, finalized or approved by the parties.

In addition, the Debtors sent out for execution numerous claim
stipulations to general unsecured claim holders before the
Effective Date.  The Debtors received back these stipulations
after the Effective Date.

Ms. McKinley told Judge Fitzgerald that oftentimes, the
stipulations still must be signed by the Debtors.  Some of the
Affected Settlements also resolve claims greater than $200,000.

As a result, Ms. McKinley noted, had the Effective Date not
occurred, the Debtors would have filed motions to approve various
asbestos PD-related settlements and provided notice under the
Prepetition Settlement Procedures Order to the core group service
list on account of the Affected Settlements.  If a party on the
list objected to any settlement, the Debtors would have been
required to obtain Bankruptcy Court approval of the settlement.

In light of the fact that all creditors other than asbestos
personal injury claimants are unimpaired and that the
distributions to, or treatment of, other creditors will be
unaffected by the Affected Settlements, the Debtors insist that
the need for Bankruptcy Court approval of their request is
limited.

                            About USG

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006. (USG
Bankruptcy News, Issue No. 118; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


UTGR INC: Moody's Holds Low-Ratings and Says Outlook is Negative
----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook on
UTGR, Inc. to negative from stable and affirmed the existing B1
corporate family, B1 first lien and B2 second lien ratings.  The
change in the ratings outlook reflects expected higher proforma
and peak leverage that will now follow an enlarged redevelopment
budget.

Originally planned to be a $125 million expansion, now the
expansion will require an additional $95 million due to higher
costs and a larger than originally planned scale of renovation.
It is expected that the bulk of the overrun will be funded by new
borrowing with an equity contribution supplementing the balance.

The additional anticipated borrowing and expected slight delay
in project completion will likely push both proforma and peak
leverage to levels that will leave the rating very vulnerable to
downgrade due to further construction delays, minor operating
shortfalls or slower then planned ramp up. Previously the proforma
and peak leverage levels assumed were 5.3 times and
7.3 times.  Therefore, Moody's view is that the negative outlook
more appropriately reflects the heightened risk to the existing
ratings over the next 12 to 18 months.

Nevertheless, Moody's believes that several factors support the B1
corporate family rating including: strong market potential, the
significant property upgrade underway and the presence of
"slippage protection" that UTGR has in its 15-year revenue sharing
arrangement with Rhode Island.  Slippage protection protects UTGR
against net revenues lost to new casinos that Rhode Island permits
in the future by way of adjusting UTGR's VLT commission to offset
the impact of lower gross VLT revenues.

Ratings affirmed:

   * 1st Lien $125 Million Revolving Credit Facility -- B1
   * 1st Lien $245 Million Revolving Term Loan B -- B1
   * 2nd Lien $125 Million Revolving Term Loan C -- B2

UTGR, Inc. is a wholly-owned subsidiary of BLB Investors, LLC.
UTGR is a joint venture comprised of Kerzner International
Limited, Starwood Capital Group and Waterford Group LLC. UTGR's
single property, the Lincoln Park racino, is located near
Providence, Rhode Island.


VARTEC TELECOM: Court Converts Ch. 11 Cases to Ch. 7 Proceedings
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
converted the chapter 11 cases of Vartec Telecom Inc. and its
debtor-affiliates to chapter 7 liquidation proceedings.

Daniel C. Stewart, Esq., at Vinson & Elkins L.L.P., in Dallas,
Texas reminded the Court that it approved a sale of substantially
all of the Debtors' assets to Comtel Investments LLC.  Due to the
need to obtain lengthy federal and state regulatory clearance and
approvals, the final closing date of the sale did not occur until
June 7, 2006.

As reported in the Troubled Company Reporter on Feb. 13, 2006,the
Court allowed the Debtors to borrow funds from Rural Telephone
Finance Cooperative until June 15, 2006.  The Debtor would have
wanted to extend the use of the debtor-in-possession facility.
RTFC and the Official Committee of Unsecured Creditors, however,
are at odds over the terms of the financing.  Despite substantial
continuing efforts by the Debtors since June 2, 2006, to bridge a
resolution of disputes between the RTFC and the Committee,
including a lengthy mediation/negotiation session on
June 13, 2006, those two parties remain as significantly apart as
they were in respect of settling their litigation.  As the term of
the DIP Facility expired on June 15, 2006, and the Debtors have
been unable to extend the term or secure other avenues of funding,
the Debtors deem it best to have their cases converted.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No. 04-
81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins, represent the
Debtors in their restructuring efforts.  J. Michael Sutherland,
Esq., and Stephen A. Goodwin, Esq., at Carrington Coleman Sloman &
Blumenthal, represent the Official Committee of Unsecured
Creditors.  When the Company filed for protection from its
creditors, it listed more than $100 million in assets and debts.


VILLAGEEDOCS INC: Restates 2005 3rd Quarter Financial Statements
----------------------------------------------------------------
VillageEDOCS, Inc., files its quarterly report on Form 10-QSB/A to
amend its third quarter financial statements for the three months
ended Sept. 30, 2005, with the Securities and Exchange Commission
on July 21, 2006.

The amended quarterly report restates the Company's financial
statements and Management's Discussion and Analysis or Plan of
Operations to properly account for some of its convertible notes
payable during 2005.

Previously, the Company had not identified or separately valued
derivative instruments later determined to have been embedded
within certain of the notes.

The Company has restated its financial statements to:

   -- recognize the existence of derivatives,
   -- account for a derivative liability, and
   -- record the changes in fair value of the derivatives.

In addition, the quarterly report has been amended to reflect
changes in accounting for certain transactions involving the
issuance of its common stock and common stock purchase warrants to
employees in connection with the acquisitions of Tailored Business
Systems, Inc., and Phoenix Forms Inc.

Accordingly, changes have been made to the applicable line items
associated with goodwill, convertible notes payable, derivative
liability, additional paid-in capital, accumulated deficit,
general and administrative expense, change in fair value of
derivative liability, interest expense, net loss and net loss per
common share.

                        Restated Financials

The Company reported a restated net loss of $711,279 on
$2,620,854 of net sales for the three months ended Sept. 30, 2005,
compared to a $96,777 net loss on $1,682,917 of net sales for the
same period in 2004.

At Sept. 30, 2005, the Company's balance sheet showed $8,821,120
in total assets, $2,991,620 in total liabilities, and $5,829,500
in total stockholders' equity.

Full-text copy of the Company's restated second quarter financials
are available for free at http://ResearchArchives.com/t/s?e62

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 14, 2006,
Corbin & Company, LLP, in Irvine, California, raised substantial
doubt about VillageEDOCS' 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 since inception and its working capital
deficit of $676,198.

VillageEDOCS, Inc. -- http://www.villageedocs.com/-- through its
MessageVision subsidiary, provides comprehensive business-to-
business information delivery services and products for
organizations with mission-critical needs, including major
corporations, government agencies and non-profit organizations.
The Company's Tailored Business Systems subsidiary provides
accounting and billing solutions for county and local governments.
Through its Resolutions subsidiary, it provides products for
document management, archiving, document imaging, imaging
software, document scanning, e-mail archiving, document imaging
software, electronic forms, and document archiving.


WAMU MORTGAGE: S&P Lifts Rating on Class C-B-4 Certificates to BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 14
classes from five WaMu Mortgage Pass-Through Certificates Trust
transactions.  At the same time, ratings are affirmed on the
remaining 1,082 classes from 80 WaMu Mortgage transactions.

The raised ratings are based on favorable pool performance, which
has increased available credit enhancement percentages enough to
support the classes at the higher rating levels.  Actual and
projected credit support percentages for these classes, along with
low delinquencies and losses, are positive indicators that warrant
the one-notch upgrades.  The affirmations on the remaining classes
reflect stable pool performance and adequate credit support
percentages.  Credit support for all of the transactions is
provided by subordination.

As of the June 2006 distribution date, the pools had total
delinquencies ranging from 0.00% (series 2003-AR2, 2004-RS1, and
2004-RS2) to 6.37% (series 2001-AR3).  The lack of realized
cumulative losses combined with the shifting interest feature of
the transactions have caused current credit support percentages to
increase as a percentage of the pool balances.

The pools initially consisted of 15- and 30-year fixed- and
adjustable-rate, prime mortgage loans secured by first and second
liens on owner occupied, one- to four-family dwellings. The
borrowers' average FICO scores were approximately 725.  Washington
Mutual Bank, a select servicer in Standard & Poor's Servicer
Evaluations program, is the servicer for the mortgage loans.

                             Ratings Raised

             WaMu Mortgage Pass-Through Certificates Trust

                                           Rating
                                           ------
                  Series     Class     To         From
                  ------     -----     --         ----
                  2002-AR17  II-B-1    AAA        AA
                  2002-AR17  II-B-2    AA-        A
                  2002-AR17  II-B-3    BBB+       BBB
                  2002-S6    B-3       AAA        AA+
                  2003-S1    B-2       AA-        A+
                  2003-S1    B-3       A-         BBB+
                  2003-S1    B-4       BBB-       BB+
                  2003-S4    C-B-1     AA+        AA
                  2003-S4    C-B-2     A+         A
                  2003-S4    C-B-3     BBB+       BBB
                  2003-S4    C-B-4     BB+        BB
                  2004-AR2   B-1       AA+        AA
                  2004-AR2   B-2       A+         A
                  2004-AR2   B-3       BBB+       BBB


                            Ratings Affirmed

              WaMu Mortgage Pass-Through Certificates Trust

            Series    Class                            Rating
            ------    -----                            ------
            2001-AR3  I-A, R, II-A                     AAA
            2002-AR17 I-A, R, II-A                     AAA
            2002-AR17 I-B-1                            AA+
            2002-AR17 I-B-2                            AA
            2002-AR17 I-B-3                            A+
            2002-S4   A3, A4, X, P, AR, B1, B2, B3     AAA
            2002-S6   A-4, A-21, A-22, A-23, A-24      AAA
            2002-S6   A-25, P, R, B-1, B-2             AAA
            2003-AR1  A-5, A-6, R, X, B-1              AAA
            2003-AR1  B-2                              AA
            2003-AR1  B-3                              A-
            2003-AR2  A-1, A-2, X, R, M                AAA
            2003-AR2  B-1                              AA+
            2003-AR2  B-2                              AA
            2003-AR2  B-3                              A
            2003-AR7  A-4, A-5, A-6, A-7, A-8, X, R    AAA
            2003-AR7  B-1                              AA+
            2003-AR7  B-2                              A+
            2003-AR7  B-3                              BBB+
            2003-AR7  B-4                              BBB-
            2003-AR7  B-5                              BB-
            2003-AR8  A1, X, R,                        AAA
            2003-AR8  B1                               AA
            2003-AR8  B2                               A
            2003-AR8  B3                               BBB
            2003-AR8  B4                               BB
            2003-AR8  B5                               B
            2003-AR9  I-A-3, I-A-4, I-A-5, I-A-6       AAA
            2003-AR9  I-A-7, R, II-A                   AAA
            2003-AR9  I-B-1, II-B-1                    AA
            2003-AR9  I-B-2, II-B-2                    A
            2003-AR9  I-B-3, II-B-3                    BBB
            2003-AR9  I-B-4, II-B-4                    BB
            2003-AR9  I-B-5, II-B-5                    B
            2003-AR12 A-3, A-4, A-5, A-6, X, R         AAA
            2003-AR12 B-1                              AA
            2003-AR12 B-2                              A
            2003-AR12 B-3                              BBB
            2003-AR12 B-4                              BB
            2003-AR12 B-5                              B
            2003-S1   A-3, A-4, A-5, A-6, A-11, X, P,R AAA
            2003-S1   B-1                              AA+
            2003-S1   B-5                              B
            2003-S2   A-1, A-2, A-3, A-4, A-5, A-6     AAA
            2003-S2   A-7, A-8, A-9, A-11, X, P, R     AAA
            2003-S2   B-1                              AA+
            2003-S2   B-2                              AA
            2003-S2   B-3                              A+
            2003-S2   B-4                              BBB
            2003-S2   B-5                              BB
            2003-S3   I-A-1, I-A-2, I-A-3, I-A-4       AAA
            2003-S3   I-A-5, I-A-6, I-A-7, I-A-8       AAA
            2003-S3   I-A-9, I-A-10, I-A-11, I-A-12    AAA
            2003-S3   I-A-13, I-A-14, I-A-15, I-A-16   AAA
            2003-S3   I-A-17, I-A-18, I-A-19, I-A-20   AAA
            2003-S3   I-A-21, I-A-22, I-A-23, I-A-24   AAA
            2003-S3   I-A-25, I-A-26, I-A-27, I-A-28   AAA
            2003-S3   I-A-29, I-A-30, I-A-31, I-A-32   AAA
            2003-S3   I-A-34, I-A-35, I-A-36, I-A-37   AAA
            2003-S3   I-A-38, I-A-39, I-A-40, I-A-41   AAA
            2003-S3   I-A-44, I-A-45, I-A-46, II-A-1   AAA
            2003-S3   II-A-2, III-A-1, III-A-2, A-X    AAA
            2003-S3   II-X,A-P, II-P, R                AAA
            2003-S3   C-B-1                            AA
            2003-S3   C-B-2                            A
            2003-S3   C-B-3                            BBB
            2003-S3   C-B-4                            BB
            2003-S3   C-B-5                            B
            2003-S4   I-A-1, I-A-2, I-A-3,             AAA
            2003-S4   II-A-1, II-A-2, II-A-3, II-A-4   AAA
            2003-S4   II-A-5, II-A-6, II-A-7, II-A-7   AAA
            2003-S4   II-A-8, II-A-9, II-A-10, II-A-11 AAA
            2003-S4   II-A-12 III-A, IV-A-1, IV-A-2    AAA
            2003-S4   I-X, II-X, III-X, IV-X, I-P,     AAA
            2003-S4   A-P, R                           AAA
            2003-S4   C-B-5                            B
            2003-S5   I-A-1, I-A-2, I-A-3, I-A-4       AAA
            2003-S5   I-A-5, I-A-6, I-A-7, I-A-8       AAA
            2003-S5   I-A-9, I-A-10, I-A-11, I-A-12    AAA
            2003-S5   I-A-13, I-A-14, I-A-15, I-A-16   AAA
            2003-S5   I-A-17, I-A-18, I-A-19, I-A-20   AAA
            2003-S5   I-A-21, I-A-22, I-A-23, I-A-24   AAA
            2003-S5   I-A-25, I-A-26, I-A-27, I-A-28   AAA
            2003-S5   I-A-29, II-A, III-A, C-X, C-P    AAA
            2003-S5   II-X, II-P, R                    AAA
            2003-S5   C-B-1                            AA+
            2003-S5   C-B-2                            AA
            2003-S5   C-B-3                            A+
            2003-S5   C-B-4                            BB
            2003-S5   C-B-5                            B
            2003-S5   II-B-1                           AA+
            2003-S5   II-B-2                           AA-
            2003-S5   II-B-3                           BBB+
            2003-S5   II-B-4                           BB
            2003-S5   II-B-5                           B
            2003-S6   I-A, II-A-1, II-A-2, II-A-3      AAA
            2003-S6   II-A-4, II-A-5, II-A-6, II-A-7   AAA
            2003-S6   II-A-8, II-A-9, II-A-10, II-A-11 AAA
            2003-S6   I-X, II-X, I-P, II-P, R          AAA
            2003-S6   C-B-1                            AA
            2003-S6   C-B-2                            A
            2003-S6   C-B-3                            BBB
            2003-S6   C-B-4                            BB
            2003-S6   C-B-5                            B
            2003-S7   A-1, A-2, A-3, X, P, R           AAA
            2003-S7   B-1                              AA
            2003-S7   B-2                              A-
            2003-S7   B-3                              BBB
            2003-S7   B-4                              BB
            2003-S7   B-5                              B
            2003-S8   A-1, A-2, A-3, A-4, A-5, A-6     AAA
            2003-S8   X, P, R                          AAA
            2003-S8   B-1                              AA
            2003-S8   B-2                              A
            2003-S8   B-3                              BBB
            2003-S8   B-4                              BB
            2003-S8   B-5                              B
            2003-S9   A-1, A-2, A-3, A-4, A-5, A-6     AAA
            2003-S9   A-7, A-8, A-9, A-10, A-11, X, P  AAA
            2003-S9   R                                AAA
            2003-S9   B-1                              AA
            2003-S9   B-2                              A
            2003-S9   B-3                              BBB
            2003-S9   B-4                              BB
            2003-S9   B-5                              B
            2003-S10  A-1, A-2, A-3, A-4, A-5, A-6     AAA
            2003-S10  A-7, X, P                        AAA
            2003-S10  B-1                              AA
            2003-S10  B-2                              A
            2003-S10  B-3                              BBB
            2003-S10  B-4                              BB
            2003-S10  B-5                              B
            2003-S11  1-A, 2-A-1, 2-A-2, 2-A-3, 2-A-4  AAA
            2003-S11  2-A-5, 2-A-6, 2-A-7, 3-A-1       AAA
            2003-S11  3-A-2, 3-A-3, 3-A-4, 3-A-5, X    AAA
            2003-S11  P, R                             AAA
            2003-S11  B-1                              AA
            2003-S11  B-2                              A
            2003-S11  B-3                              BBB
            2003-S11  B-4                              BB
            2003-S11  B-5                              B
            2003-S12  1-A-1, 1-A-2, 1-A-3, 2A, 3A      AAA
            2003-S12  X, P, R                          AAA
            2003-S12  B-1                              AA
            2003-S12  B-2                              A
            2003-S12  B-3                              BBB
            2003-S12  B-4                              BB
            2003-S12  B-5                              B
            2003-S13  I-1-A-1, I-1-A-2, I-2-A-1        AAA
            2003-S13  I-2-A-2, I-2-A-3, I-2-A-4        AAA
            2003-S13  I-2-A-5, I-3-A-1, I-3-A-2        AAA
            2003-S13  I-P, II-1-A-1, II-2-A-1,         AAA
            2003-S13  II-3-A-1, II-3-A-2, II-P, R      AAA
            2003-S13  C-B-1                            AA
            2003-S13  C-B-2                            A
            2003-S13  C-B-3                            BBB
            2003-S13  C-B-4                            BB
            2003-S13  C-B-5                            B
            2004-AR1  A, X, R                          AAA
            2004-AR1  B-1                              AA
            2004-AR1  B-2                              A
            2004-AR1  B-3                              BBB
            2004-AR1  B-4                              BB
            2004-AR1  B-5                              B
            2004-AR2  A, R                             AAA
            2004-AR2  B-4                              BB
            2004-AR2  B-5                              B
            2004-AR3  A-1, A-2, X, R                   AAA
            2004-AR3  B-1                              AA
            2004-AR3  B-2                              A
            2004-AR3  B-3                              BBB
            2004-AR3  B-4                              BB
            2004-AR3  B-5                              B
            2004-AR4  A-1, A-2, A-3, A-4, A-5, A-6, R  AAA
            2004-AR4  B-1                              AA
            2004-AR4  B-2                              A
            2004-AR4  B-3                              BBB
            2004-AR4  B-4                              BB
            2004-AR4  B-5                              B
            2004-AR5  A-1, A-2, A-3, A-4, A-5, A-6, R  AAA
            2004-AR5  B-1                              AA
            2004-AR5  B-2                              A
            2004-AR5  B-3                              BBB
            2004-AR5  B-4                              BB
            2004-AR5  B-5                              B
            2004-AR6  A, X, R                          AAA
            2004-AR6  B-1                              AA
            2004-AR6  B-2                              A
            2004-AR6  B-3                              BBB
            2004-AR6  B-4                              BB
            2004-AR6  B-5                              B
            2004-AR7  A-1, A-2A, A-2B, A-3, A-4, A-5   AAA
            2004-AR7  A-6, R                           AAA
            2004-AR7  B-1                              AA
            2004-AR7  B-2                              A
            2004-AR7  B-3                              BBB
            2004-AR7  B-4                              BB
            2004-AR7  B-5                              B
            2004-AR8  A-1, A-2, A-3, X, R              AAA
            2004-AR8  B-1                              AA
            2004-AR8  B-2                              A
            2004-AR8  B-3                              BBB
            2004-AR8  B-4                              BB
            2004-AR8  B-5                              B
            2004-AR9  A-1,A-2, A-3, A-4, A-5, A-6      AAA
            2004-AR9  A-7, R                           AAA
            2004-AR9  B-1                              AA
            2004-AR9  B-2                              A
            2004-AR9  B-3                              BBB
            2004-AR9  B-4                              BB
            2004-AR9  B-5                              B
            2004-AR10 A-1-A, A-1-B, A-1-C, A-2-A       AAA
            2004-AR10 A-2-B, A-2-C, A-3, R, X          AAA
            2004-AR10 B-1                              AA
            2004-AR10 B-2                              A
            2004-AR10 B-3                              BBB
            2004-AR10 B-4                              BB
            2004-AR10 B-5                              B
            2004-AR11 A                                AAA
            2004-AR11 B-1                              AA
            2004-AR11 B-2                              A
            2004-AR11 B-3                              BBB
            2004-AR11 B-4                              BB
            2004-AR11 B-5                              B
            2004-AR12 A-1, A-2A, A-2B, A-3, A-4A, A-4B AAA
            2004-AR12 A-5, X-, R                       AAA
            2004-AR12 B-1                              AA
            2004-AR12 B-2                              A
            2004-AR12 B-3                              BBB
            2004-AR12 B-4                              BB
            2004-AR12 B-5                              B
            2004-AR13 A-1A, A-1B1, A-1B2, A-2A,- A-2B  AAA
            2004-AR13 X, R                             AAA
            2004-AR13 B-1                              AA
            2004-AR13 B-2                              A
            2004-AR13 B-3                              BBB
            2004-AR13 B-4                              BB
            2004-AR13 B-5                              B
            2004-AR14 A-1, A-2, A-3, X, R              AAA
            2004-AR14 B-1                              AA
            2004-AR14 B-2                              A
            2004-AR14 B-3                              BBB
            2004-AR14 B-4                              BB
            2004-AR14 B-5                              B
            2004-CB1  I-A, II-A, III-A-1, III-A-2      AAA
            2004-CB1  III-A-3, III-A-4, III-A-5        AAA
            2004-CB1  III-A-6, IV-A, V-A, VI-A, C-X    AAA
            2004-CB1  V-X, C-P, R                      AAA
            2004-CB1  B-1                              AA
            2004-CB1  B-2                              A
            2004-CB1  B-3                              BBB
            2004-CB1  B-4                              BB
            2004-CB1  B-5                              B
            2004-CB2  I-A, II-A, III-A, IV-A, V-A      AAA
            2004-CB2  VI-A, VII-A, C-X, D-X, R         AAA
            2004-CB2  B-1                              AA
            2004-CB2  B-2                              A
            2004-CB2  B-3                              BBB
            2004-CB2  B-4                              BB
            2004-CB2  B-5                              B
            2004-CB3  I-A, II-A, III-A, IV-A, C-X, I-P AAA
            2004-CB3  III-P, R                         AAA
            2004-CB3  B-1                              AA
            2004-CB3  B-2                              A
            2004-CB3  B-3                              BBB
            2004-CB3  B-4                              BB
            2004-CB3  B-5                              B
            2004-CB4  I-1-A, I-2-A, II-1-A, II-2-A     AAA
            2004-CB4  C-X, I-P, II-P, R                AAA
            2004-CB4  B-1                              AA
            2004-CB4  B-2                              A
            2004-CB4  B-3                              BBB
            2004-CB4  B-4                              BB
            2004-CB4  B-5                              B
            2004-RS1  A-1, A-2, A-3, A-4, A-5, A-6     AAA
            2004-RS1  A-7, A-8, A-9, A-10, A-11, A-12  AAA
            2004-RS1  A-13, A-14, A-15, A-16, A-17,    AAA
            2004-RS1  A-18, A-19, R                    AAA
            2004-RS2  A-1, A-2, A-3, A-4, A-5, A-6     AAA
            2004-RS2  A-7, R                           AAA
            2004-S2   1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
            2004-S2   1-A-5, 2-A-1, 2-A-2, 2-A-3       AAA
            2004-S2   2-A-4, 2-A-5, 2-A-6, 3-A-1       AAA
            2004-S2   3-A-2, 3-A-3, X, P, R            AAA
            2004-S2   B-1                              AA
            2004-S2   B-2                              A
            2004-S2   B-3                              BBB
            2004-S2   B-4                              BB
            2004-S2   B-5                              B
            2004-S3   1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
            2004-S3   1-A-5, 1-A-6, 2-A-1, 2-A-2       AAA
            2004-S3   2-A-3, 2-A-4, 2-A-5, 2-A-6       AAA
            2004-S3   2-A-7, 2-A-8, 3-A-1, 3-A-2       AAA
            2004-S3   3-A-3, R, X, P                   AAA
            2004-S3   B-1                              AA
            2004-S3   B-2                              A
            2004-S3   B-3                              BBB
            2004-S3   B-4                              BB
            2004-S3   B-5                              B
            2005-AR1  A-1A, A-1B, A-2A1, A-2A2, A-2A3  AAA
            2005-AR1  A-2B, A-3, X, R                  AAA
            2005-AR1  B-1                              AA
            2005-AR1  B-2                              A
            2005-AR1  B-3                              BBB
            2005-AR1  B-4                              BB
            2005-AR1  B-5                              B
            2005-AR2  1-A-1A, 1-A-1B, 2-A-1A, 2-A-1B   AAA
            2005-AR2  2-A-2A1 2-A-2A2, 2-A-2A3, 2-A-2B AAA
            2005-AR2  2-A-3, X, R                      AAA
            2005-AR2  B-1                              AA+
            2005-AR2  B-2                              AA
            2005-AR2  B-3                              AA-
            2005-AR2  B-4                              A+
            2005-AR2  B-5                              A
            2005-AR2  B-6                              A-
            2005-AR2  B-7                              BBB+
            2005-AR2  B-8                              BBB
            2005-AR2  B-9                              BBB-
            2005-AR2  B-10                             BB
            2005-AR2  B-11                             B
            2005-AR3  A-1, A-2, A-3, R                 AAA
            2005-AR3  B-1                              AA
            2005-AR3  B-2                              A
            2005-AR3  B-3                              BBB
            2005-AR3  B-4                              BB
            2005-AR3  B-5                              B
            2005-AR4  A-1, A-2A, A-2B, A-3, A-4A       AAA
            2005-AR4  A-4B, A-5, X                     AAA
            2005-AR4  B-1                              AA
            2005-AR4  B-2                              A
            2005-AR4  B-3                              BBB
            2005-AR4  B-4                              BB
            2005-AR4  B-5                              B
            2005-AR5  A-1, A-2, A-3, A-4, A-5, A-6, R  AAA
            2005-AR5  B-1                              AA
            2005-AR5  B-2                              A
            2005-AR5  B-3                              BBB
            2005-AR5  B-4                              BB
            2005-AR5  B-5                              B
            2005-AR6  1-A-1A, 1-A-1B, 2-A-1A, 2-A-1B1  AAA
            2005-AR6  2-A-1B2, 2-A-1B3, 2-A-1C, X R    AAA
            2005-AR6  B-1                              AA+
            2005-AR6  B-2                              AA
            2005-AR6  B-3                              AA-
            2005-AR6  B-4                              A+
            2005-AR6  B-5                              A
            2005-AR6  B-6                              A-
            2005-AR6  B-7                              BBB+
            2005-AR6  B-8                              BBB
            2005-AR6  B-9                              BBB-
            2005-AR6  B-10                             BB
            2005-AR6  B-11                             B
            2005-AR7  A-1, A-2, A-3, A-4, X, R         AAA
            2005-AR7  B-1                              AA
            2005-AR7  B-2                              A
            2005-AR7  B-3                              BBB
            2005-AR7  B-4                              BB
            2005-AR7  B-5                              B
            2005-AR8  1-A-1A, 2-A-1A, 2-A-1B1, 2-A-1B2 AAA
            2005-AR8  2-A-1B3, 2-A-1C1, 2-A-1C2        AAA
            2005-AR8  2-A-1C3, X, R                    AAA
            2005-AR8  B-1                              AA+
            2005-AR8  B-2                              AA
            2005-AR8  B-3                              AA-
            2005-AR8  B-4                              A+
            2005-AR8  B-5                              A
            2005-AR8  B-6                              A-
            2005-AR8  B-7                              BBB+
            2005-AR8  B-8                              BBB
            2005-AR8  B-9                              BBB-
            2005-AR8  B-10                             BB
            2005-AR8  B-11                             B
            2005-AR9  A-1A, A-1B, A-1C1, A-1C2, A-1C3  AAA
            2005-AR9  A-2A, X, R                       AAA
            2005-AR9  B-1                              AA
            2005-AR9  B-2                              A
            2005-AR9  B-3                              BBB
            2005-AR9  B-4                              BB
            2005-AR9  B-5                              B
            2005-AR10 1-A1, 1-A2,1-A3, 1-A4, 1-A5      AAA
            2005-AR10 2-A1, 3-A1                       AAA
            2005-AR10 B-1,                             AA
            2005-AR10 B-2                              A
            2005-AR10 B-3                              BBB
            2005-AR10 B-4                              BB
            2005-AR10 B-5                              B
            2005-AR11 A-1A, A-1B1, A-1B2, A-1B3        AAA
            2005-AR11 A-1C1, A-1C2, A-1C3, A-1C4, X, R AAA
            2005-AR11 B-1                              AA+
            2005-AR11 B-2                              AA
            2005-AR11 B-3                              AA-
            2005-AR11 B-4                              A+
            2005-AR11 B-5                              A
            2005-AR11 B-6                              A-
            2005-AR11 B-7                              BBB+
            2005-AR11 B-8                              BBB
            2005-AR11 B-9                              BBB-
            2005-AR11 B-10                             BB+
            2005-AR11 B-11                             BB
            2005-AR11 B-12                             B
            2005-AR12 1-A1, 1-A2, 1-A3, 1-A4, 1-A5     AAA
            2005-AR12 1-A6, 1-A7, 1-A8, 1-A9, 2-A1     AAA
            2005-AR12 2-A2, R                          AAA
            2005-AR12 B-1                              AA
            2005-AR12 B-2                              A
            2005-AR12 B-3                              BBB
            2005-AR12 B-4                              BB
            2005-AR12 B-5                              B
            2005-AR13 A-1A1, A-1A2, A-1A3, A-1B1       AAA
            2005-AR13 A-1B2, A-1B3, A-1C1, A-1C2       AAA
            2005-AR13 A-1C3, A-1C4, X, R               AAA
            2005-AR13 B-1                              AA+
            2005-AR13 B-2                              AA
            2005-AR13 B-3                              AA-
            2005-AR13 B-4                              A+
            2005-AR13 B-5                              A
            2005-AR13 B-6                              A-
            2005-AR13 B-7                              BBB+
            2005-AR13 B-8                              BBB
            2005-AR13 B-9                              BBB-
            2005-AR13 B-10                             BB+
            2005-AR13 B-11                             BB
            2005-AR13 B-12                             BB-
            2005-AR13 B-13                             B
            2005-AR14 1-A1, 1-A2, 1-A3, 1-A4, 1-A5     AAA
            2005-AR14 2-A1, 2-A2, R                    AAA
            2005-AR14 B-1                              AA
            2005-AR14 B-2                              A
            2005-AR14 B-3                              BBB
            2005-AR14 B-4                              BB
            2005-AR14 B-5                              B
            2005-AR15 A-1A1, A-1A2, A-1B1, A-1B2       AAA
            2005-AR15 A-1B3, A-1B4, A-1C1, A-1C2       AAA
            2005-AR15 A-1C3, A-1C4, X, R               AAA
            2005-AR15 B-1                              AA+
            2005-AR15 B-2                              AA
            2005-AR15 B-3                              AA-
            2005-AR15 B-4                              A+
            2005-AR15 B-5                              A
            2005-AR15 B-6                              A-
            2005-AR15 B-7                              BBB+
            2005-AR15 B-8                              BBB
            2005-AR15 B-9                              BBB-
            2005-AR15 B-10                             BB+
            2005-AR15 B-11                             BB
            2005-AR15 B-12                             BB-
            2005-AR15 B-13                             B
            2005-AR16 1-A1, 1-A2, 1-A3, 1-A4A, 1-A4B   AAA
            2005-AR16 1-A5, 2-A1, 2-A2, 2-A3, 2-A4, R  AAA
            2005-AR16 B-1                              AA
            2005-AR16 B-2                              A
            2005-AR16 B-3                              BBB
            2005-AR16 B-4                              BB
            2005-AR16 B-5                              B
            2005-AR17 A-1A1, A-1A2, A-1B1, A-1B2       AAA
            2005-AR17 A-1B3, A-1C2, A-1C2, A-1C3       AAA
            2005-AR17 A-1C4, X, R                      AAA
            2005-AR17 B-1                              AA+
            2005-AR17 B-2                              AA
            2005-AR17 B-3                              AA-
            2005-AR17 B-4                              A+
            2005-AR17 B-5                              A
            2005-AR17 B-6                              A-
            2005-AR17 B-7                              BBB+
            2005-AR17 B-8                              BBB
            2005-AR17 B-9                              BBB-
            2005-AR17 B-10                             BB+
            2005-AR17 B-11                             BB
            2005-AR17 B-12                             BB-
            2005-AR17 B-13                             B
            2005-AR18 1-A1, 1-A2, 1-A3A, 1-A3B, 1-A4   AAA
            2005-AR18 2-A1, 2-A2, 2-A-3, 3-A1, 3-A2, R AAA
            2005-AR18 B-1                              AA
            2005-AR18 B-2                              A
            2005-AR18 B-3                              BBB
            2005-AR18 B-4                              BB
            2005-AR18 B-5                              B
            2005-AR19 A-1A1, A-1A2, A-1B1, A-1B2       AAA
            2005-AR19 A-1B3, A-1C1, A-1C2, A-1C3       AAA
            2005-AR19 A-1C4, X, R                      AAA
            2005-AR19 B-1                              AA+
            2005-AR19 B-2, B-3                         AA
            2005-AR19 B-4                              AA-
            2005-AR19 B-5                              A+
            2005-AR19 B-6                              A
            2005-AR19 B-7                              BBB+
            2005-AR19 B-8                              BBB
            2005-AR19 B-9                              BBB-
            2005-AR19 B-10                             BB+
            2005-AR19 B-11                             BB
            2005-AR19 B-12                             BB-
            2005-AR19 B-13                             B


WINN-DIXIE: Five Parties Object to Disclosure Statement
-------------------------------------------------------
Five parties filed objections to Winn-Dixie Stores, Inc., and its
debtor-affiliates' disclosure statement:

   -- The Louisiana Department of Revenue;
   -- E&A Financing and other parties;
   -- Terranova Landlords;
   -- Unarco Industries; and
   -- Visagent Corp.

                  Louisiana Department of Revenue

The Louisiana Department of Revenue has filed numerous claims,
including unsecured general claims that are classified under
Class 16 pursuant to the Debtors' Disclosure Statement, David M.
Hansen, Esq., in Baton Rouge, Louisiana, relates.

The Debtors' Plan and Disclosure Statement provide that holders
of Class 16 claims will receive either shares of stock or 67% of
the claim amount in cash if the holder agrees to reduce each
claim to $3,000 and sufficient cash remains available.

Mr. Hansen asserts that the Louisiana Department of Revenue
should not be forced to receive shares of common stock because,
as a state agency, it is forbidden from collecting anything
except money as payment of taxes.

Thus, the Louisiana Department of Revenue asks the U.S. Bankruptcy
Court for the Middle District of Florida to deny approval of the
Disclosure Statement.

                       E&A Financing, et al.

E&A Financing II L.P., E&A Southeast L.P., Shields Plaza, Inc.,
Woodberry Plaza (E&A) LLC, Villa Rica Retail Properties LLC, West
Ridge LLC, E&A Acquisition Two L.P., and Bank of America, as
trustee of Betty Holland, leased retail space for several of the
Debtors' stores.

The Debtors rejected the leases postpetition.  The Landlords have
filed claims for rejection damages.

The Landlords complain that the Disclosure Statement does not
provide adequate information regarding the effect of substantive
consolidation, specifically:

   (1) the difference in treatment that various creditor groups
       would receive in the Debtors' proposed consolidated plan
       as opposed to the deconsolidated plan; and

   (2) differences between the Debtors' proposed distribution and
       the distribution that would occur under a Court-ordered
       substantive consolidation.

It is not clear to the Landlords how the Debtors' proposed deemed
substantive consolidation would affect their claims.  They are
concerned that the portion of the distribution that would have
gone to them under a deconsolidated plan will now go to holders
of Vendor/Supplier Claims under the consolidated plan.

Adam N. Frisch, Esq., at Herld & Israel, in Jacksonville,
Florida, says that if the Landlords are to vote for a Plan that
is unfavorable to them, they should at least be told specifically
how much more or less they are getting as a result of the deemed
consolidation.

If the Landlords' claims are being reduced disproportionately to
the other creditors to finance the payoff to the
Vendor/Suppliers, the Landlords may decide to vote against the
Plan and object to it, Mr. Frisch adds.

The Landlords ask the Bankruptcy Court to withhold approval of the
Disclosure Statement unless it is amended to include specific
information showing the recovery that each group of creditors
would receive under these scenarios:

   (a) the proposed substantive consolidation compromise;
   (b) a Court-ordered substantive consolidation; and
   (c) a plan with no substantive consolidation.

                        Terranova Landlords

Westfork Tower LLC, Concord Fund Retail IV LLP, TA Cresthaven
LLC, Flagler Retail Associates Ltd., and Elston/Leetsdale LLC,
are landlords of five of the Debtors' stores in South Florida.
Terranova Corporation is their property manager.

The Terranova Landlords filed claims against the Debtors that
constitute administrative cure claims.  The cure claims may be
categorized as unsecured Landlord Claims under Class 13 of the
Disclosure Statement if the Debtors reject the Landlords' leases
after the effective date of the Plan.

Karen K. Specie, Esq., at Scruggs & Carmichael PA, in
Gainesville, Florida, says that the Disclosure Statement does not
contain adequate information for the Terranova Landlords, whose
leases are subject to pending but unresolved assumption motions
and objections to proposed cure amounts.

The Disclosure Statement, Ms. Specie asserts, should be clarified
as to the status and voting rights for landlords whose leases are
subject to pending assumption motions.

Accordingly, Terranova asks the Bankruptcy Court to deny approval
of the Disclosure Statement.

                         Unarco Industries

Shopping carts-maker Unarco Industries, Inc., holds an unsecured,
non-priority claim for $132,492 against the Debtors.

It is not clear to Unarco if its claim will be treated under
Class 14 or Class 16 under the Disclosure Statement.

According to Jason B. Burnett, Esq., at Gray/Robinson P.A., in
Jacksonville, Florida, Unarco requested clarification from the
Debtors on its claim classification but the Debtors were unable
to provide the information prior to the Disclosure Objection
Deadline.

Unarco objects to the Disclosure Statement and requests
confirmation of its assigned class.  Depending on its claim
classification, Unarco reserves its right to further object to
the Disclosure Statement.

                           Visagent Corp.

Visagent Corporation disagrees with the proposed treatment of its
$131,875,000 general unsecured claim.

Visagent's claim has been included under Class 16, although it is
not substantially similar to the other claims in that class as
required by Section 1122(a) of the Bankruptcy Code, Guy Bennett
Rubin, Esq., in Stuart, Florida, explains.

Mr. Rubin says that the vote with respect to the Visagent Claim
was improperly solicited by the Debtors prior to their submission
of the Disclosure Statement to their creditors, which violates
Section 1125(b) of the Bankruptcy Code.

Thus, Visagent asks the Bankruptcy Court to deny confirmation of
the Plan.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WINN-DIXIE: Visagent Wants Claim Allowed For Voting Purposes
------------------------------------------------------------
Visagent Corp. asks the U.S. Bankruptcy Court for the Middle
District of Florida to permit it to cast a provisional ballot in
the voting on Winn-Dixie Stores, Inc., and its debtor-affiliates'
Plan of Reorganization pursuant to Rule 3018(a) of the Federal
Rules of Bankruptcy Procedure.

Guy Bennett Rubin, Esq., in Stuart, Florida, informs the Court
that Visagent has contested the Debtors' objection to Claim No.
9953 and has filed a response in due course, which will be the
subject of further proceedings.  Visagent filed Claim No. 9953
for $131,875,000.

Visagent seeks to have the Claim temporarily allowed for voting
purposes on the Plan.

Mr. Rubin assures the Court that no harm may be caused by the
granting of Visagent's request as the Court may order Visagent's
vote to be considered provisional until its claim is finally
determined by the Court or agreed by the parties.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLD HEALTH: Committee & CapitalSource Can Split Sale Proceeds
---------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the terms of a letter agreement
among World Health Alternatives, Inc., and its debtor-affiliates,
the Official Committee of Unsecured Creditors and CapitalSource
Finance LLC.

The letter agreement resolves disputes regarding the proceeds of
the $43 million sale of substantially all of the Debtors' assets
to Jackson Healthcare Staffing, LLC, the validity of CapitalSource
lien, and the debtor-in-financing loan provided by CapitalSource.

The parties agreed that the cash proceeds from the asset sale
together with all cash that has not been swept to a concentration
account will be paid to CapitalSource in satisfaction of the
Debtors prepetition and postpetition debt up to a maximum amount
of $42.5 million.  CapitalSource will pay $1.625 million for the
benefit of the Debtors' general unsecured creditors from a
carve-out from its lien.

Judge Walsh explained that denial of approval of the Letter
Agreement could have an additional negative impact on the estate.
The estate has $1,347,000 remaining from the sale proceeds, after
administrative expenses have been paid or otherwise provided for.
If the Letter Agreement is not approved, then CapSource could seek
to recover the full amount of its secured claim against the sale
proceeds.  This, in turn, could reduce the $1,347,000 remaining in
the estate that may be used by the chapter 7 trustee to pursue
estate causes of action against Debtors' officers, directors, and
professionals.  On the record, it is not possible to quantify the
difference between CapSource's $42,500,000 capped claim and a
potential allowed claim.  CapSource believes that it could assert
an additional claim of $1,850,196 with respect to the remaining
sale proceeds.  The Debtors contend that CapSource's claim against
the Debtors has been fully satisfied by the amounts previously
paid by the Debtors to CapSource.

Judge Walsh concluded that, absent approval of the Letter
Agreement, some or all of the $1,347,000 remaining in the estate
may be subject to CapSource's secured claim and thus not available
to benefit unsecured creditors.

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives, Inc. -- http://www.whstaff.com/-- is a premier
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams
LLP, represents the Debtors in their restructuring efforts.
Lawyers at Young, Conaway, Stargatt & Taylor, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $50 million and $100 million.


* Thorn Reed Recognized for Commercial Litigation Expertise
-----------------------------------------------------------
Thorp Reed & Armstrong, LLP, Partner William "Bill" Wycoff were
named in Chambers USA's publication America's Leading Lawyers as a
"Leading Law Firm/Lawyer in Pennsylvania for Litigation (General
Commercial)".  This is third consecutive year that the firm and
Mr. Wycoff have been chosen for this distinction.

"We're extremely proud of our team of litigators and Bill Wycoff
for once again garnering this distinction for Thorp Reed &
Armstrong," said Douglas E. Gilbert, Managing Partner of Thorp
Reed & Armstrong.  "Chambers particularly recognized our team's
talent in our insurance coverage, securities, and bankruptcy
practices, as well as the overall excellence of Bill Wycoff as one
of Pennsylvania's best trial attorneys."

In their appraisal of the firm, Chambers highlighted that the
firm, "has defended numerous NYSE-listed companies in securities
and stockholder class action cases.  The team has also applied its
niche professional liability expertise to good effect, and was
recently involved in the defense of various legal firms."

In their appraisal of Mr. Wycoff they noted that he has "garnered
respect for his record of success as well as for his dynamic style
in the courtroom.  He is considered one of the leading antitrust
experts in the state.  However, his practice is not limited to one
field, as proven by his involvement in a growing number of
securities and corporate governance matters."

Chambers methodology has been approved by the British Market
Research Bureau, which audits the research annually.  In-depth
interviews with clients and with attorneys are done over the
telephone, each one lasting about half an hour. The qualities on
which rankings are assessed include technical legal ability,
professional conduct, client service, commercial
awareness/astuteness, diligence, commitment, and other qualities
most valued by the client.

For the current US directory, over 10,000 of these interviews were
conducted covering the whole of the USA.  They were carried out by
a team of 40 full-time researchers over a period of 6 months.  The
rankings and editorial comment about attorneys are independent and
objective.  Inclusion is based solely on the research team's
findings.

                  About Thorp Reed & Armstrong

Based in Pittsburgh, Pennsylvania, Thorp Reed & Armstrong, LLP --
http://www.thorpreed.com/-- is a premier law firm, which has
grown to include additional offices in Philadelphia, Pennsylvania,
Princeton, New Jersey, and Wheeling, West Virginia.  Earning the
respect, trust and appreciation of clients, peers, and those who
live in our communities, Thorp Reed & Armstrong attorneys have
gained a reputation as "lawyer's lawyers" -- lawyers who exemplify
the profession's best qualities.  Since 1895, the firm supports a
wide variety of clients' needs within the practice areas of
business law, litigation, and corporate finance.


* BOOK REVIEW: The Titans of Takeover
-------------------------------------
Author:     Robert Slater
Publisher:  Beard Books
Softcover:  252 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1893122506/internetbankrupt

Once upon a time -- and for a very long while -- corporate
behemoths decided for themselves when and if they would merge.  No
doubt such decisions were reached the civilized way, in a proper
men's club with plenty of good brandy and better cigars.  Like
giants, they strode Wall Street, fearing no one save the odd
trust-busting politico, mutton-chopped at the turn of the
twentieth century, perhaps mustachioed in the 1960s when the word
was no longer trust but monopoly.

Then came the decade of the 1980s.  Enter the corporate raiders,
men with cash in hand, shrewd business sense, and not a shred of
reverence for the Way Things Have Always Been Done.  These
businesspeople -- T. Boone Pickens, Carl Icahn, Saul Steinberg,
Ted Turner -- saw what others missed: that many of the corporate
giants were anomalies, possessed of assets well worth possessing
yet with stock market performances so unimpressive that they could
be had for bargain prices.

When the corporate raiders needed expert help, enter the
investment bankers (Joseph Perella and Bruce Wasserstein) and the
M&A attorneys (Joseph Flom and Martin Lipton).  And when the
merger went through, enter the arbitragers who took advantage of
stock run-ups, people like Ivan "Greed is Good" Boesky.

The takeover frenzy of the 1980s looked like a game of Monopoly
come to life, where billion-dollar companies seemed to change
ownership as quickly as Boardwalk or Park Place on a sweet roll of
dice.

By mid-decade, every industry had been affected: in 1985, 3,000
transactions took place, worth a record-breaking $200 billion.
The players caught the fancy of the media and began showing up in
the news until their faces were almost as familiar to the public
as the postman's.  As a result, Jane and John Q. Citizen's in Wall
Street began its climb from near zero to the peak where (for
different reasons) it is today.

What caused this avalanche of activity?  Three words: President
Ronald Reagan.  Perhaps his most firmly held conviction was that
Big Business was Being shackled by the antitrust laws, deprived a
fair fight against foreign competitors that has no equivalent of
the Clayton Act in their homelands.

Reagan took office on Jan. 20, 1981, and it wasn't long after that
that his Attorney General, William French Smith, trotted before
the D.C. Bar to opine that, "Bigness does not necessarily mean
badness.  Efficient firms should not be hobbled under the guise of
antitrust enforcement."  (This new approach may have been a
necessary corrective to the over-zealousness of earlier years,
exemplified by the Supreme Court's 1966 decision upholding an
enforcement action against the merger of two supermarket chains
because the Court felt their combined share of 8% (yes, that's
"eight percent") of the Los Angeles market was potentially
anticompetitive.)

Raiders, investment bankers, lawyers, and arbitragers, plus the
fun couple Bill Agee and Mary Cunningham --remember them? -- are
the personalities Profiled in Robert Slater's book, originally
published in 1987, Slater is a wonderful writer, and he's given us
a book no less readable for being absolutely stuffed with facts,
many of them based on exclusive behind-the-scenes interviews.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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