TCR_Public/060829.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 29, 2006, Vol. 10, No. 205

                             Headlines

2ND SWING: Case Summary & 20 Largest Unsecured Creditors
ADELPHIA: Lenders Want Cases Converted or Exclusivity Terminated
ADELPHIA COMMS: Operations Unit Selling Converters for $1.74 Mil.
ADELPHIA COMMS: Inks Second Travelers Surety Credit Agreement
AMERICAN AXLE: Earns $20.4 Million in 2006 Second Quarter

ANCHOR GLASS: Objects to 127 WARN Act Claims
ANCHOR GLASS: Alpha Trustee Wants 111 Claims Disallowed
ASARCO LLC: July Insurance Proceeds Will be Deposited in Escrow
ASARCO LLC: Sempra Agrees to Terminate Financing Statements
ATLANTIC INDUSTRIAL: Consents to Management Cease Trade Order

ASYST TECHNOLOGIES: Rebuffs Claims of Indenture Default
AVONDALE MILLS: S&P Withdraws Ratings at Company's Request
BARR LABORATORIES: Moody's Rates $2 Billion Senior Loan at Ba1
BERRY PLASTICS: Earns $9.7 Million in Second Quarter Ended July 1
BUILDERS FIRSTSOURCE: Earns $28.4 Million in 2006 Second Quarter

CASCADIA II: Fitch Rates $300 Million Variable-Rate Notes at BB+
CATHOLIC CHURCH: Spokane Litigants Panel Objects to Amended Claims
CENTRAL BRASS: Case Summary & 19 Largest Unsecured Creditors
COGENTRIX ENERGY: S&P Holds Corporate Credit Rating at BB-
COLLINS & AIKMAN: Court Allows $3.9 Million MOBIS Sale

COLLINS & AIKMAN: Proceeds with Sale of Laminates Asset to SW Foam
COPELANDS' ENTERPRISES: Noteholders Agree to Subordinate Claims
COREL CORP: Buying InterVideo Inc. for $196 Million in Cash
DEAN SHIDELER: Case Summary & 13 Largest Unsecured Creditors
DELTA AIR: Court Okays Purchase of UAL's New York-London Route

DELTA AIR: Wells Fargo Says It Holds $5 Million Admin. Claims
DEVELOPERS DIVERSIFIED: Prices $250 Mil. Convertible Senior Notes
DIRECTED ELECTRONICS: Polk Merger Plan Cues S&P's Negative Watch
EASYLINK SERVICES: 1-for-5 Reverse Stock Split Effective Aug. 28
ECHOSTAR COMMS: Settles Nine-Year Suit With ABC, NBC, CBS and Fox

EDUCATE INC: Revenue Increases 11% to $102.5MM in Second Quarter
EMBARQ CORP: June 30 Balance Sheet Upside-Down at $783 Million
ENERGY PARTNERS: Acknowledges Unsolicited Buy Offer from ATS Inc.
FINOVA GROUP: Reiterates Wind-Up and Final Liquidation Plans
FISHER COMMS: High Leverage Prompts Moody's to Hold Ratings

FLYI INC: Distribution Trust Under the Liquidation Plan
FLYI INC: Liquidation Analysis Under Joint Liquidation Plan
FORD MOTOR: Executive Committee Chairman Robert E. Rubin Resigns
GBS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
GIANT INDUSTRIES: Sells Assets to Western Refining for $1.5 Bil.

GLOBAL DOCUGRAPHIX: U.S. Trustee Picks 7-Member Creditors' Panel
GLOBAL DOCUGRAPHIX: Hance Scarborough Hired as Committee's Counsel
GRUPO IUSACELL: Posts MXP867 Mil. Net Loss in 2006 Second Quarter
GUITAR CENTER: S&P Raises Corporate Credit Rating to BB+ from BB
GULFMARK OFFSHORE: Earns $13 Million in Quarter Ended June 30

GUY BELL: Case Summary & 14 Largest Unsecured Creditors
HARVEST ENERGY: Buys Newfoundland Crude Refinery for CDN$1.6 Bil.
HEXION SPECIALTY: Rationing Formaldehyde Products in North America
HONEY TREE: Voluntary Chapter 11 Case Summary
HORIZON LINES: Earns $6.4 Million in 2006 Second Quarter

INEX PHARMA: Files Proxy Materials for Shareholders' Meeting
INTERSTATE BAKERIES: Sharing Secret Data to JPMorgan, Equity Panel
JADE SUMMIT: Case Summary & 19 Largest Unsecured Creditors
JEAN COUTU: Rite Aid Purchase Deal Cues DBRS to Review Ratings
JOHN EVANS: Voluntary Chapter 11 Case Summary

JUDITH MAY: Voluntary Chapter 11 Case Summary
L & K TRUSS: Case Summary & 17 Largest Unsecured Creditors
LAMAR ADVERTISING: Launches $250 Million Stock Repurchase Plan
LEAR CORP: Incurs $6.4 Million Net Loss in 2006 Second Quarter
LIBBEY INC: Posts $9.6 Million Net Loss in 2006 Second Quarter

MESABA AVIATION: GS Leasing Wants $935,000 Admin. Claim Allowed
MESABA AVIATION: Must Pay Marathon Structured $220,000
MILFORD ARMORED: Case Summary & 12 Largest Unsecured Creditors
MIRANT CORP: Asia-Pacific Unit Completes $700 Million Financing
MIRANT CORP: Battles GE Capital Over $2.1-Million Admin. Claim

MYLAN LABORATORIES: To Buy 71.5% Stake in Matrix Lab for $736 Mil.
NAKOMA LAND: Court Converts Ch. 11 Cases to Ch. 7 Liquidation
NORD RESOURCES: Transfers SRL Interest to TRG as Suit Settlement
NORTEL NETWORKS: Deploys New IP Telephony Network for DEDIC
NORTHWEST AIRLINES: Apologizes for Cost-Cutting Tips Booklets

NORTHWEST AIRLINES: Wants Bar Date Supplemented for Retirees
NOVA CHEMICALS: Eyes Cost-Reduction Rate of $45 Million Per Year
NPC INT'L: Selling Properties to Realty Income for $59 Million
NRG ENERGY: Morgan Stanley Buys 8,422,729 Shares of Common Stock
O'SULLIVAN INDUSTRIES: Updates Status of Ames Preference Action

OLD CUTLER: Case Summary & Four Largest Unsecured Creditors
OLDE RIVER: Case Summary & Largest Unsecured Creditor
ONSTREAM MEDIA: Incurs $1.2 Mil. Net Loss in Quarter Ended June 30
OVER & HUMPHREYS: Case Summary & Ten Largest Unsecured Creditors
OWENS CORNING: Schedules & Exhibits Supplementing Chapter 11 Plan

OWENS CORNING: Seeks Clarifications on $2.4B Exit Financing Order
PATRON SYSTEMS: 2006 Second Quarter Net Loss Narrows to $1.6 Mil.
PEACEFUL MANAGEMENT: Selling Parking Garage Lease on September 14
QUEEN'S SEAPORT: Gets Access to Bar-K's Cash Collateral
REFCO INC: BofA Wants Final Approval on Cash Collateral Use

REFCO INC: Court Okays Rejection of Refco F/X Introducing Pacts
RES-CARE INC: S&P Lifts Sr. Unsecured Debt Rating to B+ from B
RING-R: Case Summary & 20 Largest Unsecured Creditors
RITE AID: Jean Coutu Merger Prompts Moody's to Review Ratings
SAINT VINCENTS: Bayer Conditions Proposed Contract Rejection

SAINT VINCENTS: Can Access CCC's Cash Collateral Until October 12
SATELITES MEXICANOS: Gets Interim Use of Existing Bank Accounts
SATELITES MEXICANOS: Gets Interim Continuance of Investment Policy
SATELLITE SECURITY: June 30 Balance Sheet Upside-Down by $4 Mil.
SHENANDOAH CUSTOM: Case Summary & Three Largest Unsec. Creditors

SMASHING PICTURES: Case Summary & Six Largest Unsecured Creditors
SPATIALIGHT INC: Posts $5.3 Million Net Loss in Second Quarter
STEAK-UMM CO: Creditor Hilco to Sell Collateral on September 7
STONERIDGE INC: Earns $4.9 Million in Quarter Ended July 1
SYMBOLLON PHARMA: Completes $1.3 Mil. Class A Private Placement

TECO ENERGY: Earns $62.5 Million in 2006 Second Quarter
THAM TRUONG: Case Summary & 16 Largest Unsecured Creditors
THERMOVIEW IND: Creditors Panel Wants Case Converted to Chapter 7
THERMOVIEW IND: Court Denies Request to Move Plan Filing Deadline
UNICO INC: Balance Sheet Upside-Down by $5.1 Million at May 31

UNICOMP INC: Case Summary & 38 Largest Unsecured Creditors
UNITED RENTALS: S&P Affirms BB- Corp. Credit Rating & Lifts Watch
URBAN HOTELS: Gets Court's Nod to Use Lenders' Cash Collateral
US AIRWAYS: Earns $305 Million in 2006 Second Quarter
US AIRWAYS: Wellington Has 11.06% Equity Stake

USA COMMERCIAL: Equity Panel Hires FTI Consulting as Fin'l Advisor
USA COMMERCIAL: Equity Panel Hires A&M as Real Estate Advisor
USG CORP: Oracle, et al. Demands $3.3-Mil. Admin. Claims Payment
USG CORP: Registers 8.2 Mil. Shares for Long-Term Incentive Plan
VARIG S.A.: Accounts for 2.6% of Boeing Capital's Portfolio

VARIG S.A.: Returns Five Engines to Willis Lease
VESTA INSURANCE: CFO Hines & CAO Meadows Resign
W&T OFFSHORE: Completes $1.3 Billion Kerr-McGee Subsidiary Merger
WELLINGTON PROPERTIES: Wants Revised Pact with LaSalle Approved
WINN-DIXIE: Wants CBC's $885,975 Administrative Claim Denied

XM SATELLITE: FCC Grants New Certification for XM Radios
XYBERNAUT CORP: U.S. Trustee Wants Ch. 11 Case Converted to Ch. 7

* Large Companies with Insolvent Balance Sheets

                             *********

2ND SWING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 2nd Swing, Inc.
        3500 Holly Lane, Suite 40
        Plymouth, MN 55447

Bankruptcy Case No.: 06-41759

Type of Business: The Debtor is a specialty sports retailer
                  selling golf products, equipment, and
                  accessories.
                  See http://www.2ndswing.com

Chapter 11 Petition Date: August 23, 2006

Court: District of Minnesota (Minneapolis)

Judge: Gregory F. Kishel

Debtor's Counsel: Faye Knowles, Esq.
                  James L. Baillie, Esq.
                  Ryan Murphy, Esq.
                  Fredrikson & Byron, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402-1425
                  Tel: (612) 492-7054
                  Fax: (612) 492-7077

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
American Express                  Goods and Services     $679,827
4315 South 2700 West, Room 280
Salt Lake City, UT 84184

Taylor Made Golf Co. Inc.         Goods and Services     $213,473
5545 Fermi Court
Carlsbad, CA 92008

JDA Software Inc.                 Goods and Services     $137,188
P.O. Box 848534
Dallas, TX 75284-8534

Compass Marketing                 Goods and Services     $136,253
251 - 1st Avenue North
Minneapolis, MN 55401

Huntley Mullaney & Spargo LLC     Goods and Services     $131,931
3001 Douglas Boulevard, Suite 330
Roseville, CA 95661

Gear To Go                        Goods and Services     $130,500

Cleveland Golf                    Goods and Services     $128,596

United Parcel Service             Goods and Services      $66,270

Silverman Olson Thorvilson        Goods and Services      $66,124

Nickent Golf                      Goods and Services      $59,431

Adams Golf                        Goods and Services      $58,542

MacGregor Golf Co.                Goods and Services      $50,850

Nitro Golf LLC                    Goods and Services      $50,222

Acushnet Company                  Goods and Services      $50,208

Centrum Properties, Inc.          Goods and Services      $46,360

Ping                              Goods and Services      $44,773

Supreme International             Goods and Services      $43,925

LP Innovations                    Goods and Services      $41,624

Tartan Sports                     Goods and Services      $39,951

Inland Commercial Prop. Mgmt.     Goods and Services      $39,727


ADELPHIA: Lenders Want Cases Converted or Exclusivity Terminated
----------------------------------------------------------------
Several bank lenders ask the U.S. Bankruptcy Court for the
Southern District of New York to terminate the exclusive periods
of Adelphia Communications Corp. and its debtor-affiliates to
allow the banks to file and solicit acceptance of a Chapter 11
plan or plans for the Debtors.

In the alternative, the Bank Lenders want the Debtors' cases
converted to a liquidation proceeding under Chapter 7 of the
Bankruptcy Code.

The Bank Lenders also ask Judge Gerber to prohibit solicitation of
votes for the ACOM Debtors' Fifth Amended Plan of Reorganization
or any other plan grounded in the Monitor process until the Banks
have filed their plans, obtained approval of their related
disclosure statements, and concluded solicitation of votes.

The Bank Lenders are participants in any of the Century Credit
Agreement, the FrontierVision Credit Agreement, the Olympus Credit
Agreement and the UCA Credit Agreement entered into by the
Operating Company Debtors:

   1. Wachovia Bank National Association, in its capacity as the
      UCA Administrative Agent;

   2. Bank of America, N.A., in its capacity as the Century Cable
      Administrative Agent;

   3. Bank of Montreal, in its capacity as the Olympus
      Administrative Agent;

   4. PNC Bank, National Association;

   5. ABN Amro Bank N.V.;

   6. Barclay's Bank PLC;

   7. Credit Suisse, Cayman Branch;

   8. Societe Generale, S.A.; and

   9. CIBC, Inc.

The Bank Lenders have filed their Motion to Terminate under seal.  
The Banks' Motion contains several quotes from the transcript of a
sealed status conference conducted by the Bankruptcy Court on July
6, 2006, to discuss the Monitor's process and the filing of the
Monitor's Report, Kimberly S. Winick, Esq., at Mayer, Brown, Rowe
& Maw LLP, in New York, counsel for Bank of Montreal, explains.  
The Motion should be sealed to insure the continued protection of
the transcript's contents, Ms. Winick says.

Calyon New York Branch and The Bank of New York also call for the
conversion of the Obligor Debtors' cases to Chapter 7.  The
Obligor Debtors are parties to the Prepetition Credit Agreements.

"The distribution to creditors by a dispassionate Chapter 7
trustee will insure a quicker, more efficient, more certain and
less costly alternative to the bottomless bog of Adelphia's
Chapter 11 cases," Andrew P. Brozman, Esq., at Clifford Chance US
LLP, in New York, tells Judge Gerber on Calyon's behalf.

The Fifth Amended Plan is a hopeful failure as to the Obligor
Debtors, Mr. Brozman says.

Mr. Brozman contends that the Plan is propounded by proponents
that have no constituency to speak for the Obligor Debtors.  Mr.
Brozman argues that the Creditors' Committee has no authority to
represent the interests of the Banks as secured creditors of the
Obligor Debtors.

Even if it does, the Creditors' Committee's acts in furtherance of
the Fifth Amended Plan "are opposed to those interested in a
prompt distribution of payment in full, in cash," Mr. Brozman
says.

According to Mr. Brozman, the Obligor Debtors are obligated to:

   -- the holders of Bank Claims totaling $5.2 billion;

   -- trade and other unsecured creditors holding $589 million in
      claims; and

   -- holders of modest amounts of other claims.

Mr. Brozman also notes that the Obligor Debtors' assets have been
substantially liquidated as a result of the consummation of
Adelphia's Sale Transactions with Comcast Corp. and Time Warner,
Inc.  The sale transactions also terminated the Obligor Debtors'
business operations.

"The cash proceeds of the Sale Transaction are in hand and
sufficient to pay all of the allowed claims against the Obligor
Debtors in full.  The cash proceeds are available for immediate
distribution," Mr. Brozman tells Judge Gerber.

There is nothing that inextricably links the path of the Obligor
Debtors to the tortuous and disputatious route the creditors of
the Holding Debtors have elected to follow, Mr. Brozman adds.

Toronto Dominion (Texas) LLC, the Ad Hoc Committee of Non-Agent
Secured Lenders, and Merrill Lynch Capital Corp. support the
Banks' request.

The Court will convene a hearing to consider the Banks' Motions to
Terminate on September 11 and 12, 2006, at 9:45 a.m.  Objections,
if any, are due September 8.

                  About Adelphia Communications

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-
10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.


ADELPHIA COMMS: Operations Unit Selling Converters for $1.74 Mil.
-----------------------------------------------------------------
ACC Operations, Inc., an Adelphia Communications Corp. debtor-
affiliate, owns various models of digital set-top converters that
are not being used in any of the Debtors' operations and are not
being transferred to Time Warner NY Cable, LLC, or to Comcast
Corporation in connection with the sale of substantially all of
the ACOM Debtors' assets.

Accordingly, ACC Operations has entered into a sale terms
agreement to sell digital converters to Tulsat-Pennsylvania, LLC,
for $1,741,179.

ACC Operations has determined to sell the digital converters to
Tulsat because the price to be paid by Tulsat represents the
highest and best offer that ACC Operations has received for the
Property.

ACC Operations asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to sell the Property pursuant
to the Tulsat Agreement.

If ACC Operations receives any additional offers for the Property
that is higher or otherwise better than Tulsat's offer, ACC
Operations may conduct an auction for the Property at a time and
place to be determined.

If an auction is held, ACC Operations will not be bound by the
Agreement, and Tulsat will not be entitled to recover any costs
and expenses related to the Agreement.

According to Shelley C. Chapman, Esq., at Willkie Farr &
Gallagher LLP, in New York, the proceeds of the sale of the
Property will be deposited in the Debtors' post-closing accounts
held by JPMorgan Chase Bank, N.A., and invested in accordance
with the investment practices and guidelines approved by the
Court on July 28, 2006.

                  About Adelphia Communications

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue Nos. 146; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ADELPHIA COMMS: Inks Second Travelers Surety Credit Agreement
-------------------------------------------------------------
Adelphia Communications Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
permission to:

    (i) enter into a second secured postpetition surety credit
        agreement with Travelers Casualty and Surety Company of
        America and approving its terms; and

   (ii) provide collateral to Travelers to secure obligations
        pursuant to the Second Indemnity Contract.

Pursuant to the First Indemnity Contract approved by the Court on
April 8, 2004, Travelers issued bonds covering certain obligations
of the ACOM Debtors.  Under the terms of the First Indemnity
Contract, the Debtors are required to provide collateral,
consisting primarily of letters of credit, to Travelers for all
bonds issued by Travelers, in an amount equal to between 75% to
100% of the penal amount of the outstanding bonds.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, LLP, in
New York, discloses that as of August 18, 2006, and in accordance
with the terms of the First Indemnity Contract, the ACOM Debtors
have issued letters of credit with an aggregate face amount of
approximately $59,800,000 in favor of Travelers and, in addition,
have posted approximately $1,500,000 of cash collateral.

In connection with the closing of the ACOM Debtors' sale of
substantially all of their assets, Time Warner NY Cable, LLC, and
Comcast Corporation have issued bonds to replace substantially
all of the bonds issued by Travelers under the terms of the First
Indemnity Contract, thus, significantly reducing the likelihood
that any of the Existing Bonds will be drawn upon.

As a result, Travelers has agreed to reduce significantly the
amount of collateral that the ACOM Debtors are required to
maintain in respect of the Existing Bonds.

Under the terms of the Second Indemnity Contract, the ACOM Debtors
are required to deliver to Travelers $12,500,000 in cash, which
will serve as collateral for the ACOM Debtors' obligations in
respect of the Existing Bonds.

After the delivery of the Cash Collateral to Travelers, Travelers
will release any and all other collateral that it currently held
in respect of the Existing Bonds, consisting of letters of credit
and cash collateral with an aggregate face amount of approximately
$61,300,000.

In addition, under the terms of the Second Indemnity Contract, and
subject to limited exceptions, all of the Cash Collateral will be
returned to the ACOM Debtors on the third anniversary of the
effective date of the Second Indemnity Contract.

Other principal provisions of the Second Indemnity Contract
include:

Term:               The Second Indemnity Contract and any other
                     Surety Documents will remain in full force
                     and effect until terminated.  The ACOM
                     Debtors may terminate participation in the
                     Second Indemnity Contract by providing 30
                     days advance written notice to Travelers.  In
                     addition, Travelers has certain termination
                     rights based upon, among other things, the
                     occurrence and continuation of certain Events
                     of Default.

Security Interest:  The ACOM Debtors' obligations to Travelers
                     will be secured by a first priority perfected
                     security interest in favor of Travelers in
                     all of the Collateral, which will remain
                     perfected without taking further action,
                     including without limitation, any recordation
                     of any instrument of mortgage or assignment.

Collateral:         On the Effective Date, the ACOM Debtors will
                     deposit $12,500,000 into a control account,
                     which will secure the payment and performance
                     obligations of the ACOM Debtors in respect of
                     the Existing Bonds.  Additionally, the ACOM
                     Debtors will provide collateral to Travelers
                     for all new bonds issued by Travelers after
                     the Effective Date in an amount equal to 100%
                     of the penal amount of those New Bonds.

Payment of
Obligations:        The ACOM Debtors will continue to make
                     payments authorized by the Court for all
                     obligations covered by any bond issued by
                     Travelers and:

                      * will make payments on all claims received
                        to date, which, to the extent not
                        otherwise paid by the ACOM Debtors, will
                        be satisfied with Collateral held by
                        Travelers; and

                      * will otherwise satisfactorily cure any
                        defaults under prepetition obligations
                        which are covered by any Bonds only to
                        the extent authorized, as applicable, by
                        the Court.

Defaults:           Various events relating to any Indemnitor,
                     Bond or a contract in respect of which a Bond
                     is issued constitute Events of Default under
                     the Second Indemnity Contract and would allow
                     Travelers to, among other things, terminate
                     the issuance of Bonds, cancel any Bonds and
                     declare all or any portion of the
                     Indemnitors' obligations under the Second
                     Indemnity Contract and the Bonds immediately
                     due and payable.

                  About Adelphia Communications

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue Nos. 146; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN AXLE: Earns $20.4 Million in 2006 Second Quarter
---------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., reported
$20.4 million of earnings for the second quarter of 2006.  This
compares to earnings of $18.9 million in the second quarter of
2005.

AAM's second quarter earnings in 2006 reflect the impact of a one-
time non-cash charge of $2.4 million to write off unamortized debt
issuance costs related to the cash conversion of approximately
$128.4 million of AAM's Senior Convertible Notes due 2024.  An
additional $21.6 million of these Notes remain outstanding as of
June 30, 2006.  AAM's second quarter earnings in 2006 also reflect
the impact of an unfavorable tax adjustment of $2.6 million
related to the settlement of prior year foreign jurisdiction tax
liabilities.  AAM's earnings in the second quarter of 2005
included a charge of $8.9 million related to voluntary lump-sum
separation payments accepted by 162 hourly associates.

Net sales in the second quarter of 2006 were $874.6 million as
compared to $867.7 million in the second quarter of 2005.  Non-GM
sales in the quarter were $204.5 million and now represent 23% of
AAM's total sales.  On a year-to- date basis through the second
quarter of 2006, AAM's non-GM sales have increased $53.9 million
or 15% over the prior year.

"In the second quarter of 2006, AAM benefited from strong demand
for GM's full-size utility vehicles and the increase in our
content appearing on these outstanding new vehicles.  We look
forward to supporting the launch of GM's new full-size pick-ups
later this year," said American Axle & Manufacturing Co-Founder,
Chairman of the Board & CEO, Richard E. Dauch.

"AAM is also looking forward to the launch of production at our
new regional manufacturing facilities in Changshu, China and
Olawa, Poland.  With the addition of these new low-cost
manufacturing facilities, as well as the continuing development of
our products supporting passenger car and crossover vehicle
applications, AAM is well positioned for profitable growth and
diversification in 2007 and beyond."

AAM sales in the quarter reflect an estimated 5% increase in
customer production volumes for the major full-size truck and SUV
programs it currently supports for GM and The Chrysler Group as
compared to the second quarter of 2005.  AAM estimates that
customer production volumes for its mid-sized pick- up truck and
SUV programs were down approximately 23% in the quarter on a year-
over-year basis.

AAM's content per vehicle increased by approximately 3% to $1,216
in the second quarter of 2006 as compared to $1,185 in the second
quarter of 2005.  This increase is due primarily to the impact of
new AAM content appearing on GM's full-size utility vehicles, as
well as production mix shifts favoring AAM's axles and driveline
systems for the Dodge Ram heavy-duty series pick-ups and the four-
wheel-drive HUMMER H3 in the mid-size SUV segment.

Gross margin in the second quarter of 2006 was 10.3% as compared
to 9.8% in the second quarter of 2005.  Operating income was
$40.5 million or 4.6% of sales in the quarter as compared to $36.4
million or 4.2% of sales in the second quarter of 2005.

Net sales in the first half of 2006 were $1.7 billion,
approximately the same as the first half of 2005.  Gross margin
was 9.0% in the first half of 2006 as compared to 9.4% for the
first half of 2005.  Operating income for the first half of 2006
was $55.5 million or 3.2% of sales as compared to $62.1 million or
3.7% of sales for the first half of 2005.

AAM's gross margin and operating margin performance in the first
half of 2006 reflects the impact of higher non-cash expenses
related to depreciation, amortization, pension and postretirement
benefits and stock-based compensation.  Higher fringe benefit
costs, including supplemental unemployment benefits paid to
certain of AAM's hourly associates, also pressured margins in the
first half of 2006.

                     Recent Developments

On June 8, 2006, AAM received financing commitments for a
$200 million senior unsecured term loan.  Proceeds from this
financing, which closed on June 28, 2006, will be used for general
corporate purposes and to finance payments made upon the cash
conversion of American Axle & Manufacturing Holdings, Inc. Senior
Convertible Notes due 2024.

AAM also disclosed on June 8, 2006 that it expects its full year
2006 earnings to be in the range of $1.00 - $1.10 per share to
reflect the anticipated impact of the term loan financing.

On May 31, 2006, AAM reported that it had purchased a
manufacturing building in Olawa, Poland.  In addition, AAM
purchased approximately 75 acres of land in an industrial park
adjacent to the building for future development.  AAM has designed
a new 170,000 square-foot, state-of-the-art manufacturing plant
for that site, to accommodate future manufacturing requirements.
Operations will begin in late 2006.

                      About American Axle

American Axle & Manufacturing -- http://www.aam.com/--  
manufactures, engineers, designs and validates driveline and
drivetrain systems and related components and modules, chassis
systems and metal-formed products for light trucks, sport utility
vehicles and passenger cars.  In addition to locations in the
United States, AAM also has offices or facilities in Brazil,
China, England, Germany, India, Japan, Mexico, Poland, Scotland
and South Korea.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 17, 2006,
Standard & Poor's Ratings Services assigned its 'BB' rating to the
new $50 million senior unsecured term loan of American Axle &
Manufacturing Inc. (BB/Negative/--).

The corporate credit ratings on American Axle and parent company,
American Axle & Manufacturing Holdings Inc., are 'BB'.  The rating
outlook is negative.  The company has about $717 million of lease-
adjusted debt and $425 million of underfunded employee benefit
liabilities.


ANCHOR GLASS: Objects to 127 WARN Act Claims
--------------------------------------------
Anchor Glass Container Corporation is a party to several
collective bargaining agreements for its employees.  Under the
CBAs, Anchor Glass is required to provide its employees a 90-day
notice before closing a plant pursuant to the Worker Adjustment
Restraining Notification Act.

If the 90-day notice is not given, Anchor Glass must pay each
employee an amount equal to the pay and benefits for the balance
of the 90-day period, Robert A. Soriano, Esq., at Shutts & Bowen
LLP, in Tampa, Florida, relates.

On Nov. 4, 2004, Anchor Glass notified employees at its
Connellsville, Pennsylvania, plant that it was closing the plant.  
The Plant ceased production that day, Mr. Soriano tells the U.S.
Bankruptcy Court for the Middle District of Florida, and most of
the plant employees never returned to work.  Some of the employees
continued to work closing down and securing the plant and
equipment, while other employees began receiving the 90-day notice
pay and benefits.

Mr. Soriano states that notwithstanding Anchor Glass' compliance
with the CBAs, certain former employees at the Connellsville
Plant commenced a class action against Anchor Glass in the United
States District Court for the Western District of Pennsylvania,
alleging that Anchor Glass violated the WARN Act provisions.

The WARN Act Plaintiffs argued that they were entitled to WARN
Act compensation after the completion of their 90-day compensation
under the CBAs.  Anchor Glass objected that the WARN Act notice
and the 90-day notice required by the CBAs ran concurrently.
Furthermore, Anchor Glass asserted that it complied with the WARN
Act and has no liability to its former employees, Mr. Soriano
avers.

During the course of Anchor Glass' bankruptcy, the WARN Act
Plaintiffs have filed several claims against the Debtor.

Anchor Glass asserts that since it has complied with the WARN Act
requirements, it is not liable for the WARN Act Claims.  Mr.
Soriano notes that the WARN Act Claims assert general unsecured
statuses not entitled to priority.

Samuel M. Stricklin, the Alpha Resolution Trustee appointed
pursuant to the Second Amended Plan of Reorganization, supports
Anchor Glass' contention that it has complied with the WARN Act
requirements.

Accordingly, the Reorganized Debtor and the Alpha Resolution
Trustee assert ask the Court to disallow 127 WARN Act Claims.

A 3-page list of the 127 WARN Claims is available for free at:

       http://bankrupt.com/misc/warnactclaims_list.pdf

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents Anchor Glass in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When Anchor Glass filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ANCHOR GLASS: Alpha Trustee Wants 111 Claims Disallowed
-------------------------------------------------------
Samuel M. Stricklin, the Alpha Resolution Trustee appointed
pursuant to Anchor Glass Container Corporation's Second Amended
Plan of Reorganization, asks the U.S. Bankruptcy Court for the
Middle District of Florida to disallow or amend 111 Claims.

                        Superseded Claims

The Alpha Resolution Trustee has reviewed Anchor Glass' books and
records and has determined that 14 Proofs of Claims are
superseded by other claims.

Accordingly, the Alpha Resolution Trustee asks the Court to
disallow and expunge the Superseded Claims:

                                                     Remaining
   Claimant                  Claim No.   Claim Amt.  Claim Amt.
   --------                  --------    ---------   ----------
   Liberty Warehousing, Inc.      30       $27,100      $18,607
   Glauber Equipment              79         5,253        5,453
   VI CAS Manufacturing Co.      101         1,005          389
   Filtration Unlimited, Inc.    131         6,904        8,266
   Southeast Industrial Sales    151         1,533        1,169
   Laury Heating Co.             181        10,342       10,268
   McLeod County Attorney        301         3,419        2,598
   Indian Express Trucking       324         4,670        3,088
   Carroll County Solid Waste    330         7,200        7,086
   NY Rainbow Disposal           338        12,291       11,126
   Hallmart Trucking             419       105,971      103,630
   CH Carpenter Lumber           535           267          306
   Reed Smith, LLP               574        33,973       26,893
   Stromquist                    612         1,812        2,188

                         Late-Filed Claims

The Alpha Resolution Trustee also identified 19 Proofs of Claim
were filed after the Bar Date.

Hence, the Alpha Resolution Trustee asks the Court to disallow
and expunge the Late-Filed Claims:

   Claimant                            Claim No.   Claim Amount
   --------                            --------    ------------
   Southlake Transport, Inc.             1493            $3,687
   Welles Supply Co.                     1496             7,376
   Environmental Planning Services       1501             8,275
   Pacer Global Logistics                1502           328,954
   USF Foundation/Accounting             1506               966
   NY Electric and Gas Corporation       1510           731,215
   Brinker Capital                       1515            11,975
   United Rentals (NA), Inc.             1520               780
   Simplex Grinnell, LP                  1522             4,546
   Heartland Express                     1524            28,393
   M.H. Equipment Corporation            1526             3,346
   Land Air Express of New England       1539               832
   Glass Service USA                     1555            13,336
   TAMCO Management, LLC                 1563             4,652
   B&H Warehousing                       1574             2,381
   Butch Barnes                          1577             3,600
   MCI/Verizon                           1578             3,668
   Northern Pallet, Inc.                 1584            50,154
   Empire Vision Center                  1591             1,710

                         Duplicate Claims

The Alpha Resolution Trustee further determines that 78 Proofs of
Claim are duplicative of other claims.  If the Duplicate Claims
are not disallowed, the Alpha Resolution Trustee points out,
holders of the Duplicate Claims will receive multiple
distributions on account of a single Claim.

Accordingly, the Alpha Resolution Trustee asks the Court to
disallow and expunge each of the Duplicate Claims.

Among the largest Duplicate Claims are:

   Claimant                            Claim No.   Claim Amount
   --------                            --------    ------------
   Pace Glass, Inc.                       21.1          $12,576
   Machine Engineers, Inc.                51.1           13,100
   SPW Industries, Inc.                   70.1           12,983
   Southern States ToyotaLift            118.1           10,303
   L.I.C. Trucking Corp.                 119.1           58,780
   Deloro Stellite, Inc.                 134.1           41,735
   The Metro Group, Inc.                 246.1           11,209
   Aim Dedicated Logistics               259.1           61,879
   Sun Coast Carpet Care, Inc.           353.1           20,868
   Bouille Electric, Inc.                368.1           29,010
   Hampton Trucking, LLC                 372.1           15,956
   Vansantis Development Group           465.1           55,952
   Westmoreland Technology System        540.1           23,620
   Pratt Industries                      630.1          106,000
   Ramsey Products Corp.                 716.1           32,795
   SPS Contract Packaging                855.1           20,021
   Atlantic City Electric                896.1          376,611
   DDI Leasing, Inc.                    1308.1           49,293

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents Anchor Glass in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When Anchor Glass filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: July Insurance Proceeds Will be Deposited in Escrow
---------------------------------------------------------------
In July 2006, ASARCO LLC received insurance proceedings totaling
$531,556 from Bermuda Fire & Marine.  The July Insurance Proceeds
were deposited into a segregated account.

ASARCO LLC and its debtor-affiliates asserted competing interests
in and claims against the July Insurance Proceeds resulting to a
dispute.

To settle the disputes on the Insurance Proceeds, the Debtors
stipulate that:

   (a) the July Insurance Proceeds, net of the fee of Anderson
       Kill & Olick, L.L.P., will be deposited into the Escrow
       Account;

   (b) the July Insurance Proceeds are subject to the same terms
       of the Original Stipulation, provided that the proceeds of
       the Escrow Account may also be used to compensate any
       officers or directors of the Subsidiary Debtors and any
       postpetition expenses the Subsidiary Debtors may incur in
       the ordinary course of business; and

   (c) Anderson Kill will receive payment of a 5% contingency fee
       from the July Insurance Proceeds.

Anderson Kill represented ASARCO in insurance-related matters.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


ASARCO LLC: Sempra Agrees to Terminate Financing Statements
-----------------------------------------------------------
Before filing for bankruptcy, ASARCO LLC and Sempra Metals &
Concentrates Corporation were parties to:

   (a) a sale contract under which ASARCO sold and delivered
       copper reverts and copper matte to Sempra; and

   (b) a tolling and custody agreement under which Sempra
       provided the Material it has purchased under the sale
       contract to ASARCO for processing into copper cathode.

Sempra at all times retained title to the Material.  Sempra also
retained the right to ship the Material from ASARCO's Hayden
Facility and the Copper Cathode from ASARCO's Amarillo Facility.
Pursuant to the Tolling Agreement, the parties intended that the
transaction constitute a bailment of the Material and the Copper
Cathode by Sempra to ASARCO.

As a precautionary measure, ASARCO granted Sempra a first
priority security interest in the Copper Cathode, and in all of
its inventory pertaining to the parties' transactions.

In April 2005, Sempra filed a Uniform Commercial Code-1 Financing
Statement with the Secretary of the State of Delaware with the
description of the collateral used in the tolling agreement.
Thus, Sempra was a secured party with a valid perfected security
interest in all of ASARCO's inventory.

In October 2005, to obtain DIP financing from CIT Group/Business
Credit, Inc., ASARCO agreed to grant CIT a $20,000,000 reserve
against the $75,000,000 line of credit to protect CIT against
Sempra's senior lien.

By March 2006, ASARCO and Sempra have fully performed all
obligations under the Tolling Agreement.

Upon completion of performance under the Tolling Agreement,
ASARCO asked Sempra to terminate the Financing Statement in
accordance with the applicable provisions of the UCC.  Sempra
agreed to terminate the Financing Statement only if ASARCO files
a stipulation with the Court acknowledging that ASARCO's estate
has no claims against Sempra relating to the Tolling Agreement
and agreeing that the estate will not pursue any claims.

Sempra has refused to enter into any new agreements with ASARCO
until the issue was resolved.

After discussions with counsel for the Official Committee of
Unsecured Creditors, ASARCO concluded that because the Tolling
Agreement gave rise to a transaction that was a bailment,
ASARCO's bankruptcy estate does not have, and will not have, any
cause of action for recovery of property from Sempra relating to
the Tolling Agreement.

Accordingly, the parties stipulate that:

   (a) Sempra's security interest constitutes a valid, perfected
       and enforceable first priority security interest and lien
       in the collateral described in the UCC-1 Financing
       Statement;

   (b) ASARCO's estates have no claims against Sempra arising
       from the Tolling Agreement including any postpetition
       performance under the Tolling Agreement; and

   (c) Sempra will file a Termination Statement with the UCC-1
       Financing Statement immediately after approval of the
       Stipulation.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


ATLANTIC INDUSTRIAL: Consents to Management Cease Trade Order
-------------------------------------------------------------
Atlantic Industrial Minerals Incorporated consented to a
management cease trade order granted by the Nova Scotia Securities
Commission.

The order prohibits trading in securities of Atlantic Industrial
Minerals by directors, officers and other insiders of Atlantic
Industrial Minerals.  The management cease trade order was issued
because Atlantic Industrial Minerals has not yet filed its
financial statements for the year ended Feb. 28, 2006.

The delay in filing is a result of the resignation of the former
auditor of Atlantic Industrial Minerals and delays in engaging a
new auditor.  KPMG LLP has been appointed auditor for Atlantic
Industrial Minerals.  The audit for the year ended Feb. 28, 2006,
is nearing completion, following which the financial statements
will be filed and mailed to shareholders.

               Equity Sale to Kelly Rock Cancelled

On March 2, 2006, Atlantic Industrial Minerals agreed in principle
to sell its common shares of Kelly Rock Limited to Municipal
Capital Incorporated.  No definitive agreement has been signed to
date as the parties continue to review the feasibility of the
proposed transaction from a tax perspective.

A full-text copy of the Company's Notice of Default is available
for free at http://ResearchArchives.com/t/s?108e

                    About Atlantic Industrial

Sydney, Nova Scotia, Atlantic Industrial Minerals Incorporated
(TSXV: ANL.V) is a natural resource company engaged in the
production and sale of industrial minerals.

At May 31, 2006, the Company's balance sheet showed a
stockholders' deficit of $1,614,157, compared to a deficit of
$1,626,557 at May 31, 2005.


ASYST TECHNOLOGIES: Rebuffs Claims of Indenture Default
-------------------------------------------------------
Asyst Technologies, Inc., disclosed that on Aug. 16, 2006, it
received a letter from U.S. Bank National Association, as trustee
under the Indenture related to Asyst's 5-3/4% Convertible
Subordinated Notes due 2008, asserting that Asyst is in default
under the Indenture because of the delays in filing its Form 10-K
for the fiscal year ended March 31, 2006 and Form 10-Q for the
fiscal quarter ended June 30, 2006.

The letter states that this asserted default is not an "Event of
Default" under the Indenture if the company cures the default
within 60 days after receipt of a notice, or the default is waived
by the holders of a majority in aggregate principal amount of the
notes outstanding.  If an Event of Default were to occur, the
holders of the notes, of which $86.3 million principal amount is
outstanding, may accelerate maturity of the notes.

Asyst does not agree with the trustee's assertion that the delayed
filing of the annual and quarterly reports is an event of default,
and reserves its rights to contest this and other aspects of the
asserted default in the letter.

                    Nasdaq Delisting Notice

The Company further disclosed that it received a letter from the
Nasdaq Listing Qualifications Department on Aug. 14, 2006,
indicating that Asyst is not in compliance with the filing
requirements for continued listing on the Nasdaq Global Market as
set forth in Nasdaq Marketplace Rule 4310(c)(14).  This is due to
the company's delay in filing its quarterly report on Form 10-Q
for the quarter ended June 30, 2006.

The Company disclosed that it had received a similar letter on
June 30, 2006, related to the delayed filing of its Form 10-K for
the fiscal year ended March 31, 2006.  The company made a timely
request for a hearing before a Nasdaq Listings Qualifications
Panel to address that filing delay.  A hearing has been scheduled
for Aug. 31, 2006.  The latest Nasdaq letter indicates that the
company should address at the hearing its views with respect to
this additional filing deficiency and that Nasdaq will consider
this matter in rendering a determination regarding the company's
continued listing on the Nasdaq Global Market.

The company expects to request additional time to remedy its
filing delinquency at the Nasdaq hearing; however there can be no
assurance that Nasdaq will grant additional time or that Nasdaq
will not seek to de-list the company's stock from the Nasdaq
Global Market.

                        Delayed Filing

In a Form 8-K filing with the U.S. Securities and Exchange
Commission on Aug. 4, 2006, the Company said that it will not be
in a position to announce additional first quarter GAAP or non-
GAAP financial results until a special committee of independent
directors has completed its previously announced inquiry into the
company's past stock option grants and practices.  The special
committee has not completed its inquiry.  However, preliminary
information obtained in this inquiry indicates instances where
incorrect measurement dates were used for financial accounting
purposes for certain stock option grants in prior years.

Once the special committee completes its inquiry, the Company it
may determine that the financial impact is material to certain
prior fiscal periods and, in such cases, the company would be
required to record additional non-cash charges for stock-based
compensation expense, and the resulting tax effects.  The company
also will not be able to file with the SEC its Form 10-Q for the
fiscal first quarter ended June 30, 2006, or its Form 10-K for the
fiscal year ended March 31, 2006, until the special committee
inquiry and related accounting review are completed.

Headquartered in Fremont, California, Asyst Technologies, Inc.
(Nasdaq: ASYT) -- http://www.asyst.com/-- provides integrated  
automation solutions that enable semiconductor and flat panel
display (FPD) manufacturers to increase their manufacturing
productivity and protect their investment in materials during the
manufacturing process.  Encompassing isolation systems, work-in-
process materials management, substrate-handling robotics,
automated transport and loading systems, and connectivity
automation software, Asyst's modular, interoperable solutions
allow chip and FPD manufacturers, as well as original equipment
manufacturers, to select and employ the value-assured, hands-off
manufacturing capabilities that best suit their needs.


AVONDALE MILLS: S&P Withdraws Ratings at Company's Request
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CC' corporate
credit and subordinated debt ratings on textile manufacturer and
marketer Avondale Mills Inc. at the company's request.  

The company has publicly announced it has ceased all operations
and will no longer file public financial statements with the SEC.

Rating List:

                            To         From
                            --         ----
Corporate credit rating     NR     CC/Negative/--
Subordinated debt           NR          CC


BARR LABORATORIES: Moody's Rates $2 Billion Senior Loan at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 Corporate Family Rating
and Ba1 senior unsecured credit facility ratings to Barr
Laboratories, Inc.  The credit agreement is guaranteed by Barr
Pharmaceuticals, Inc.  The rating outlook is positive.  In
addition, Moody's assigned a Speculative Grade Liquidity rating of
SGL-2.

Ratings assigned:

   * Ba1 Corporate Family Rating

   * Ba1 senior unsecured Term Loan A of $2 billion due 2011

   * Ba1 senior unsecured Capital Markets Facility of $500   
     million due 2007

   * Ba1 senior unsecured Revolving Credit Facility of $300   
     million due 2011

   * SGL-2 Speculative Grade Liquidity rating

The ratings are being assigned in conjunction with Barr's
$2.3 billion tender offer for Croatian-based Pliva d.d., a
manufacturer of generic pharmaceutical products and active
pharmaceutical ingredients for the European and U.S. markets.   
The combined organization will have revenues of approximately
$2.5 billion.

The Ba1 rating reflects the application of Moody's Global
Pharmaceutical Rating Methodology, with consideration given to
Barr's large presence as a generic drug manufacturer.   Using
the methodology, Barr's rating appears to fall in the low to mid
"Baa" range during 2006 and 2007.  This model-based rating is
somewhat higher than the actual Ba1 rating being assigned.  The
difference primarily reflects Moody's belief that the integration
of Pliva could pose above-average risk, particularly because of
Barr's prior focus solely within the U.S. markets.  

Moody's anticipates the integration to be a highly challenging
process as the international operations will need to be compliant
with Section 404 of the Sarbanes-Oxley Act by the end of 2007.

The rating outlook is positive.  If Pliva is successfully
integrated, Moody's believes that Barr's business profile and
franchise could support an investment grade rating.

Over the next 12 to 18 months, Barr's rating could be upgraded if
the following occur:

   (1) successful integration of the Pliva acquisition including
       demonstration of SOX requirements;

   (2) refinancing of the 364-day $500 million capital markets
       facility; and

   (3) reduction in debt, which would be supported by successful   
       new product launches and growth in free cash flow; and

   (4) improvement in credit ratios to levels solidly within the
       "Baa" ranges outlined in Moody's Global Pharmaceutical
       Rating Methodology.

In addition, Moody's believes that more clearly defined capital
structure targets or credit ratio metrics would support positive
rating pressure.

Conversely, the ratings could face downward pressure if the ratios
of CFO and FCF decline below the high end of the "Ba" ranges
specified in Moody's Global Pharmaceutical Rating Methodology,
i.e. 25% CFOt and 15% FCF.

Although not expected in the near term, scenarios that could cause
the combined company to operate below those ratios include:
   (1) an unexpected problem in the integration of Pliva causing
       a business disruption;

   (2) faster than expected price erosion combined with few
       launches of new products; or

   (3) an additional debt-financed acquisition.

Headquartered in Woodcliff Lake, NJ, Barr Pharmaceuticals, Inc. is
one of the five largest companies specializing in the U.S. generic
pharmaceutical market.  The company reported $1.3 billion of net
revenues for the fiscal year ended June 30, 2006.  
Barr Laboratories, Inc. is a wholly-owned subsidiary of
Barr Pharmaceuticals, Inc.


BERRY PLASTICS: Earns $9.7 Million in Second Quarter Ended July 1
-----------------------------------------------------------------
Berry Plastics Corp.'s parent company, BPC Holding Corporation,
filed a consolidated second quarter financial statements for the
three months ended July 1, 2006, with the Securities and Exchange
Commission.

Net sales increased 33% to $375.1 million for the quarter from
$282.9 million for the prior quarter.  This $92.2 million increase
included approximately $14.6 million or 5% due to the pass through
of higher resin costs to the Company's customers, increased base
business volume of approximately $2.3 million or 1%, and
acquisition volume of $75.3 million or 27%.

The Company's resin pounds sold, excluding acquired businesses,
increased by 1% in the quarter over the prior quarter.  Rigid open
top net sales increased $18.3 million from the prior quarter to
$222.8 million for the quarter.

The increase in rigid open top net sales was primarily a result of
increased selling prices and base business volume growth in
several of the division's product lines with significant volume
growth in the thermoformed polypropylene drink cup line of 26%.
Rigid closed top net sales increased $73.9 million from the prior
quarter to $152.3 million for the quarter.

The increase in rigid closed top net sales can be primarily
attributed to net sales in the quarter from the Kerr Acquisition
of $75.3 million and increased selling prices on base business
partially offset by softness in the overcaps and base closure
businesses.

Gross profit increased by $26.4 million to $75.8 million (20% of
net sales) for the quarter from $49.4 million (17% of net sales)
for the prior quarter.  This 53% dollar increase includes the
combined impact of the additional sales volume, productivity
improvement initiatives, the Company's financial and mechanical
resin hedging programs, and the timing effect of the 5% increase
in net selling prices due to higher resin costs passed through to
its customers.

The increase in gross profit percentage from 17% in the prior
quarter to 20% in the quarter can be primarily attributed to the
5% increase in net selling prices due to higher resin costs passed
through to the Company's customers partially offset by increased
raw material costs as well as improvements in the margins of
acquired businesses.

In addition, in the prior quarter, an expense of $700,000 was
charged to cost of goods sold related to the write-up and
subsequent sale of Kerr's finished goods inventory to fair market
value in accordance with purchase accounting.  Significant
productivity improvements were made since the prior quarter,
including the installation of state-of-the-art equipment at
several of the Company's facilities.  These productivity
improvements were more than offset by increased costs from
inflation such as higher energy prices.

Selling expenses increased by $2.1 million to $9.7 million for the
quarter from $7.6 million for the prior quarter principally as a
result of increased selling expenses associated with higher sales,
including the Kerr Acquisition, partially offset by cost reduction
efforts.

General and administrative expenses increased by $7.5 million from
$9.5 million for the prior quarter to $17.0 million for the
quarter primarily as a result of general and administrative
expenses from the Kerr Acquisition, increased accrued employee
bonus expense, and $1.0 million of stock option expense recorded
in the quarter.

Research and development expenses increased by $500,000 over the
prior quarter primarily due to the Kerr Acquisition and increased
development efforts.

Amortization of intangibles increased $3.3 million from the prior
quarter to $5.3 million in the quarter primarily due to the
amortization of intangible assets from the Kerr Acquisition.
Transition expenses related to integrating acquired businesses
were $2.7 million and $400,000 in the quarter and prior quarter,
respectively.  This increase of $2.3 million is primarily due to
costs associated with the Kerr Acquisition in the quarter.

Net income was $9.7 million for the quarter compared with
$1.8 million for the prior quarter.

At July 1, 2006, the Company's balance sheet showed $1,673,286,000
in total assets, $1,445,617,000 in total liabilities, and
$227,669,000 in total stockholders' equity.

                         Kerr Acquisition

Berry acquired June 3, 2005, Kerr Group, Inc., for aggregate
consideration of approximately $454.8 million, including direct
costs associated with the acquisition.

The operations from the Kerr Acquisition are included in Berry's
operations since the acquisition date.  The purchase price was
financed through additional term loan borrowings under an
amendment to Berry's senior secured credit facility and cash on
hand.

Full-text copies of the Company's financials are available for
free at http://ResearchArchives.com/t/s?1080

Based in Evansville, Indiana, Berry Plastics Corporation --
http://www.berryplastics.com/-- is a leading manufacturer and   
marketer of rigid plastic packaging products.  Berry Plastics
provides a wide range of rigid open top and rigid closed top
packaging as well as comprehensive packaging solutions to over
12,000 customers, ranging from large multinational corporations to
small local businesses.  The company has 25 manufacturing
facilities worldwide and more than 6,800 employees.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 7, 2006,
Moody's Investors Service confirmed the B3 rating on Berry
Plastics Corp.'s $335 million 10.75% senior subordinated notes,
due July 15, 2012.

As reported in the Troubled Company Reporter on July 31, 2006,
Standard & Poor's Ratings Services revised its CreditWatch
implications on the 'B+' corporate credit rating on Berry Plastics
Corp. to negative from developing.


BUILDERS FIRSTSOURCE: Earns $28.4 Million in 2006 Second Quarter
----------------------------------------------------------------
Builders FirstSource, Inc., reported financial results for its
second quarter ended June 30, 2006.

"I'm very proud to report record-setting results for the second
quarter," said Floyd Sherman, Builders FirstSource President and
Chief Executive Officer.  "Our second quarter net income was the
highest in the company's history.  Despite decreased housing
activity and lower commodity prices, we grew our sales 3.8% year-
over-year as a result of market share gains across our regions.  
Our return on net assets for the quarter improved to 39.9% from
36.5% for the second quarter last year."

               Second Quarter 2006 Financial Results

The Company's sales for the second quarter grew 3.8% to $642.4
million, versus $618.6 million for the same period in 2005.

For the three months ended June 30, 2006, the Company's net income
was $28.4 million compared to $20.2 million in the same quarter
last year.  Adjusting the prior year for items related to the
company's initial public offering, net income for the second
quarter 2005 was $23.0 million, representing a 23.6% increase
year-over-year.  Second quarter 2006 net income included $1.1
million of stock-based compensation expense as the company adopted
Statement of Financial Accounting Standards No. 123 (Revised
2004), Share-Based Payment, on January 1, 2006.

As of June 30, 2006, the company's cash on hand was $25.7 million,
and funded debt was $315.0 million.

On April 28, 2006, the company acquired Freeport Truss Company and
Freeport Lumber Company for cash consideration of approximately
$27 million.  Freeport's results of operations are included in the
company's consolidated financial statements from the acquisition
date.  The company still expects Freeport's operations to be
accretive to its earnings per share for fiscal year 2006.

Commenting on the second quarter results, Charles Horn, Builders
FirstSource Senior Vice President and Chief Financial Officer,
said, "We achieved strong market share gains during the quarter,
which contributed an estimated 11.5 percentage points to our sales
growth.  To a lesser extent, new facilities also had a positive
effect on our sales growth.  Even though an unfavorable housing
market had an overall negative impact on sales, some of our larger
markets in Texas, Georgia, and the Carolinas continued to show
strength during the quarter.  Compared to the second quarter last
year, nationwide commodity lumber and lumber sheet good prices
declined approximately 15%.  However, we mitigated the negative
impact on our sales to a 3.1% decline through pricing management
and product mix."

Commenting on the company's outlook, Mr. Sherman said, "Housing
starts have slowed from the rapid pace we enjoyed last year, and
commodity lumber and lumber sheet good prices have continued to
decline.  While we can't control these macroeconomic factors, we
have confidence in our business model and believe we can execute
our strategy and deliver solid results even with a contracting
housing market and declining commodity prices.  We believe we can
continue to grow market share, which will allow us to grow 8 to 10
percentage points faster than our underlying markets.  We also
believe our geographic diversity and presence in markets that
remain healthy will continue to mitigate our overall exposure to
weaker housing markets.  Our acquisition pipeline is robust, and
we are actively seeking strategic candidates.  Finally, we plan to
continue enhancing our product mix with a bias toward value-added
products and services in order to maintain or improve margins.  We
believe we have a proven strategy that is designed not only to
grow our business but also to maintain our market share sales
growth during moderate cyclical declines in housing demand."

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource, Inc.
(Nasdaq: BLDR) -- http://www.bldr.com/-- is a leading supplier  
and manufacturer of structural and related building products for
residential new construction.  The company operates in 11 states,
principally in the southern and eastern United States, and has 63
distribution centers and 52 manufacturing facilities, many of
which are located on the same premises as our distribution
facilities.  Manufacturing facilities include plants that
manufacture roof and floor trusses, wall panels, stairs, aluminum
and vinyl windows, custom millwork and pre-hung doors.  Builders
FirstSource also distributes windows, interior and exterior doors,
dimensional lumber and lumber sheet goods, millwork and other
building products.

                         *     *     *

Builders FirstSource's Second Priority Senior Secured Floating
Rate Note due 2012 carries Moody's Investor Service's B3 rating
and Standard & Poor's Rating Services at B rating.


CASCADIA II: Fitch Rates $300 Million Variable-Rate Notes at BB+
----------------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to Cascadia II Limited's
$300 million variable-rate notes due 2009.

Fitch's rating reflects its review of EQECAT Inc.'s risk analysis
and models used to analyze the covered risks, the loss
distributions resulting from EQECAT's analysis, and the
transaction's structural soundness.

Cascadia II is a Cayman Islands-domiciled company formed solely to
issue the variable-rate notes, enter into a counterparty contract
with Factory Mutual Insurance Company (FM Global), and conduct
activities related to the notes' issuance.  FM Global, a U.S.-
domiciled insurer, and its subsidiaries write commercial property
insurance worldwide.  Fitch rates FM Global's insurer financial
strength 'AA'.

Under the counterparty contract, Cascadia II will make specified
payments to FM Global if, during the next three years, earthquakes
of various magnitudes occur in the Pacific Northwest portion of
the U.S. or in portions of British Columbia, Canada.  Proceeds
from the notes issue collateralize Cascadia II's obligations under
the counterparty contract.

Fitch's rating considers both the mean magnitude of modeled
earthquakes on base-case estimated loss statistics and 'stress-
tested' estimated loss statistics in relation to Fitch's
catastrophe-linked bond-rating curve.  Fitch's analysis of the
transaction's structure included a review of Cascadia II's
organizational documents, contracts between Cascadia II and
various parties, and various legal opinions.

  Cascadia II Limited:

    -- Variable-rate notes due Aug. 31, 2009 'BB+'


CATHOLIC CHURCH: Spokane Litigants Panel Objects to Amended Claims
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
held, on July 17, 2006, a status conference to consider the Tort
Litigants Committee's objection to the Association of Parishes'
claims.

The Hon. Patricia C. Williams directed:

   (a) the Association of Parishes to amend its secured claims;

   (b) the Tort Litigants Committee to file a response to the
       Amended Claim; and

   (c) the parties' counsel to submit proposed claims procedure
       relating to the omnibus objections to all claims no later
       than Sept. 1, 2006.

Judge Williams scheduled a teleconference on the parties' proposed
procedures for Sept. 6, 2006, at 9:00 a.m.  A status conference
regarding the Diocese's Chapter 11 cases will follow at 11:00 a.m.

Consequently, the Association of Parishes amended the proof of
claim forms for St. Bernard's Catholic Church and St. Jude
Parish.

          Litigants Committee Objects to Amended Claims

James I. Stang, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP, in Los Angeles, California, tells Judge Williams
that while the "secured claim" box on each of St. Bernard's proofs
of claim was unchecked, the Amended Claims still referenced an
equitable lien and attached documents purportedly evidencing the
claimed lien rights.  

The attached documents include deeds to the Catholic Bishop,
narratives of the history of the parish, dimensions and contents
of parish buildings, and certain bills and checks reflecting the
parish's purchase of goods and services, Mr. Stang says.

St. Bernard's Amended Claims and the other lien claims, which were
left unamended, leave the Parish lien claims both unresolved and
undefined, Mr. Stang points out.  

The Parishes have filed contingent monetary claims to protect
themselves against what they perceive to be existing, or
prospective breaches by the Diocese, Mr. Stang notes.  

Without legal or factual support, the Parishes want the Court to
recognize an additional postpetition remedy in the form of the
imposition of a lien on the subject properties, Mr. Stang
contends.  

To the extent any lien right would be recognized by the Court,
Mr. Stang argues that the same lien would be avoidable under
Section 544 if the Bankruptcy Code.  

Thus, the Tort Litigants Committee asks Judge Williams to rule
that the Parish Lien Claims are general unsecured claims.

                     About Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 67; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CENTRAL BRASS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Central Brass Manufacturing Company
        2950 East 55th Street
        Cleveland, OH 44127

Bankruptcy Case No.: 06-13681

Type of Business: The Debtor manufactures brass faucets, fixture
                  fittings, and other plumbing accessories for
                  consumers and professional plumbing contractors.  
                  See http://www.centralbrass.com/

Chapter 11 Petition Date: August 18, 2006

Court: Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Scott J. Kelly, Esq.
                  Thomas W. Coffey, Esq.
                  Tucker Ellis & West LLP
                  1150 Huntington Building
                  925 Euclid Avenue
                  Cleveland, OH 44115
                  Tel: (216) 592-5000
                  Fax: (216) 592-5009

Total Assets: $4,231,992

Total Debts:  $2,607,133

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Central Brass Manufacturing      Estimated Contribution  $880,000
Company - UAW Pension Plan       at Plan Termination
2950 East 55th Street
Cleveland, OH 44127

Retiree Health Care Plan         Estimated Contribution  $500,000
2950 East 55th Street            at Plan Termination
Cleveland, OH 44127

U.S. Environmental               Estimated Reserve for   $120,000
Protection Agency                environmental
Ariel Rios Building              Remediation at Jack's
1200 Pennsylvania Avenue         Creek site
Northwest
Washington, D.C. 20460

Metal Seal & Products, Inc.      Goods Purchased          $46,963
4323 Hamann Parkway
Willoughby, OH 44094

Quality Metal Finishing Co.      Goods Purchased          $24,519
4th & Walnut Streets
P.O. Box 922
Byron, IL 61010

The Illuminating Company         Electricity Services     $22,740

Kaiser Foundation Health Plan    Insurance                $20,072

Michigan Brass Division          Goods Purchased          $15,991

Labor-Ready Mid Atlantic         Temporary Labor           $7,754
                                 Services

Brass Aluminum Forging           Services Rendered/        $6,414
Enterprises, LLC                 Goods Purchased

Thornhill Financial              Services Rendered         $5,375

Welch Packaging                  Goods Purchased           $4,815

Markimex Inc.                    Goods Purchased           $4,784

BIC Manufacturing                Goods Purchased           $4,349

AFLAC                            Insurance                 $3,131

Perfection Corp.                 Goods Purchased           $2,870

Deloitte Consulting LLP          Services Rendered         $2,805

Fintech Inc.                     Goods Purchased           $2,485

United Parcel Service            Insurance and services    $2,291
                                 Rendered


COGENTRIX ENERGY: S&P Holds Corporate Credit Rating at BB-
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on electric power producer Cogentrix Energy Inc.

At the same time, Standard & Poor's affirmed it 'BB+' rating and
'1' recovery rating on Cogentrix $700 million bank loan ($247.7
million term loan outstanding as of June 30, 2006) and $50 million
revolving credit facility.     

Standard & Poor's also affirmed its 'A+' rating on the company's
$355 million 8.75% senior notes due on 2008 guaranteed by Goldman
Sachs & Co.

The outlook is stable.  The company is a stand-alone subsidiary of
The Goldman Sachs Group Inc. (A+/Positive/A-1).

The ratings affirmation follows Standard & Poor's periodic review
of the company.

"Ratings stability reflects Cogentrix's solid operational
performance and stable, contractual cash flow stream," said
Standard & Poor's credit analyst Elif Acar.

"However, cash distribution encumbrances from projects, mainly the
Indiantown cogeneration project, may continue to negatively affect
cash flow," said Ms. Acar.

The 'BB-' corporate credit rating on Cogentrix reflects the
company's heavy, though decreasing, debt burden at the parent
level which is structurally subordinated to debt at the company's
operating projects.  The rating also reflects deteriorating
distributions from some key subsidiaries.


COLLINS & AIKMAN: Court Allows $3.9 Million MOBIS Sale
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Collins & Aikman Corporation and its debtor-affiliates
to sell their joint venture interests in Collins & Aikman MOBIS,
LLC, to MOBIS Alabama, LLC.

Collins & Aikman Products owns a 69% membership interests in the
JV and MOBIS.  A non-debtor third party, owns the remaining 31%.
The Debtors opted to sell MOBIS because it has not been a
profitable investment, Marc J. Carmel, Esq., at Kirkland & Ellis
LLP, in Chicago, Illinois, told the Court.

As reported in the Troubled Company Reporter on Aug. 11, 2006, the
material terms of the sale are:

   (a) Collins & Aikman Products will sell to MOBIS Alabama for
       $3,924,000 its Acquired Membership Interest in the JV;

   (b) The JV will pay Collins & Aikman Products $7,538,081 for
       certain intercompany payables, subject to certain
       adjustments;

   (c) Collins & Aikman Products will indemnify MOBIS Alabama and
       other related entities with respect to certain aspects of
       the transaction, up to a maximum of $785,000;

   (d) Collins & Aikman Products will continue to supply the JV
       and MOBIS Alabama their requirements for products, and the
       JV and MOBIS Alabama will continue to purchase their
       product requirements from C&A provided that C&A remains
       competitive with respect to those products;

   (e) Collins & Aikman Products will be considered a preferred
       supplier to MOBIS Alabama and Hyundai MOBIS for their
       requirements for certain new products with C&A receiving
       certain preferred rights to bid on those products;

   (f) Collins & Aikman Products and the JV will enter into a
       license agreement to provide non-exclusive, non-
       transferable licenses with respect to certain intellectual
       property to be used by the JV;

   (g) MOBIS Alabama will waive all claims against Collins &
       Aikman Products and its affiliates, including
       Claim No. 6429 filed on January 11, 2006, for $31,240,000;

   (h) The Joint Venture Agreement dated as of April 9, 2003,
       between the parties will be mutually terminated at
       closing; and

   (i) The parties will exchange mutual releases.

Mr. Carmel relates that the agent for the Debtors' senior, secured
postpetition lenders consent to the Debtors' entry into the
Agreement.

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. 38; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


COLLINS & AIKMAN: Proceeds with Sale of Laminates Asset to SW Foam
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
allowed Collins & Aikman Corporation and its debtor-affiliates to:

   -- sell certain assets of Southwest Laminates, Inc., to SW
      Foam, L.P. pursuant to the terms of an Purchase Agreement;

   -- pay a $29,600 break-up fee to SW Foam in the event a sale is
      consummated with another bidder; and

   -- reject the lease of the SW Laminates facility.

SW Laminates, part of the Debtors' Fabrics Business Unit,
laminates rolled textile goods for the North American automotive
industry.

The salient terms of the Purchase Agreement are:

   (1) The aggregate cash consideration for the acquired assets
       is equal to $740,000.

   (2) The Acquired Assets include all of the assets and
       properties that are being sold and transferred to SW Foam,
       including a Technology License Agreement, Permit No.
       38517, any Intellectual Property of SW Laminates relating
       exclusively to the Acquired Assets and all of the fixed
       assets of the business of SW Laminates at its facility.

   (3) Assets that are being retained by the Debtors and are
       not being sold or transferred to SW Foam include cash,
       certain claims and causes of action, rights under
       insurance policies and certain corporate documents.

   (4) SW Foam will assume a $19,795 administrative penalty
       assessed against SW Laminates by the Texas Commission on
       Environmental Quality.

   (5) Excluded liabilities in the sale include accounts payable,
       certain tax liabilities, employee liabilities and
       environmental claims.

   (6) SW Laminates has the right to market the Acquired Assets
       to third parties and is entitled to consider and enter
       into alternative transactions with them.

   (7) In the event that SW Laminates accepts an Alternative
       Transaction and the Purchase Agreement is terminated, SW
       Laminates will pay to SW Foam $29,600, which is 4% of the
       Purchase Price.  The Break-Up Fee will constitute an
       allowed administrative expense and will be paid from the
       proceeds of an Alternative Transaction, at the time that
       transaction is consummated.

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. 38; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


COPELANDS' ENTERPRISES: Noteholders Agree to Subordinate Claims
---------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Copelands' Enterprises, Inc., dba
Copelands' Sports to enter into trade credit agreements and incur
credit on terms that provide for the voluntary subordination by
the holders of the Debtor's senior subordinated notes to the
payment of postpetition claims of vendors that provide goods and
services on "ordinary course" credit terms.

Before the Debtor filed for bankruptcy, it issued 12% Senior
Subordinated Notes due Dec. 31, 2009, in the aggregate principal
amount of $10 million, Laura Davis Jones, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub LLP, in Wilmington, Delaware, told
the Court.  The Sr. Sub. Notes are secured by a lien on the
Debtor's assets junior to the Wells Fargo Retail Finance, LLC's
liens.  Until prior to the Debtor's bankruptcy filing, Bruckmann,
Rosser, Sherrill and Co. II, L.P., and other investors held around
$5 million in principal amount of the Sr. Sub. Notes.  Thomas
Copeland and James Copeland held the other $5 million.  The Debtor
currently owes around $13.8 million to the holders of Sr. Sub.
Notes.  BRS also holds around 90% of the Debtor's equity stake.

The Debtors owe around $23 million in prepetition accounts payable
to its vendors.  Around 17 of these vendors, with claims of around
$9 million formed an ad hoc committee, which engaged in a series
of negotiations with Wells Fargo and the Debtor.  Because of the
Debtor's severe liquidity constraints, a significant portion of
the Debtor's trade payables is now overdue, prompting most of its
key vendors either to stop shipping new inventory to the Debtor or
to threat to do so.  Specifically, the Debtor recently received
less than $300,000 per week in new inventory from its vendors.  
Thus the Debtor has not been able to stock its stories with the
additional inventory it would normally require to prepare for the
vital upcoming back-to-school and holiday seasons, Mr. Jones
pointed out.

Immediately prior to the Debtor's bankruptcy filing, after
negotiations with BRS and Wells Fargo, the Copelands agreed to
reacquire a controlling interest in the Debtor.  Specifically,
they agreed to purchase all of BRS' equity interests in the Debtor
and to purchase all of the $5 million in Sr. Sub. Notes held by
BRS.  The Copelands further agreed to take these immediate
critical actions, in contemplation of sponsoring an internal plan
of reorganization:

   (a) the Copelands will resume management control of the Debtor;

   (b) the Copelands will advance $5 million to the Debtor to
       reduce prepetition debt held by Wells Fargo, to facilitate
       the debtor-in-possession financing by Wells Fargo and to
       increase availability under the DIP credit line; and

   (c) the Copelands will subordinate their rights as holders of
       $13 million in obligations under the Sr. Sub. Note to the
       claims of trade creditors who continue to supply inventory
       to the Debtor postpetition on ordinary credit terms.

Based in San Luis Obispo, California, Copelands' Enterprises,
Inc., dba Copelands' Sports -- http://www.copelandsports.com/--   
operates specialty sporting goods stores.  The Company filed for
chapter 11 protection on Aug. 14, 2006 (Bankr. D. Del. Case No.
06-10853).  Laura Davis Jones, Esq., Marc A. Berlinson, Esq., and
Ira A. Kharasch, Esq., at Pachulski, Stang, Ziehl, Young, Jones, &
Weintraub, in Los Angeles, California, represent the Debtor.
Clear Thinking Group serves as the Debtor's financial advisor.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $50 million and $100 million.


COREL CORP: Buying InterVideo Inc. for $196 Million in Cash
-----------------------------------------------------------
Corel Corporation and InterVideo, Inc., entered into a definitive
agreement for Corel to acquire InterVideo in an all-cash
transaction at a price of $13 per share or $196 million.

In 2005, InterVideo acquired a majority interest in Ulead, a
developer of video imaging and DVD authoring software for desktop,
server, mobile and Internet platforms.

By acquiring InterVideo, Corel is delivering on its strategy to
accelerate revenue and earnings growth by acquiring complementary
companies and technologies that will benefit from Corel's global
sales, marketing, and distribution capabilities.  With a robust
product line, strategic partnerships with leading OEM
manufacturers, and an established presence in Asia Pacific and
Europe, InterVideo will provide Corel with added critical mass to
efficiently serve the growing consumer demand for digital media
software.  This acquisition is especially strategic for Corel
given InterVideo's strength in Asian markets, including China,
Taiwan and Japan regions that Corel has targeted for expansion.  
InterVideo's development centers across China and Taiwan provide
Corel with a solid base from which to broaden its footprint in
these key regions.

The companies share a common vision around delivering high
quality, full-featured software to consumers through leading OEMs
and Internet distribution channels.  The companies also believe
they will be able to realize meaningful efficiencies by
eliminating redundant operational expenses and public company
costs.

"We are pleased to announce Corel's latest acquisition as a public
company as we continue to execute our strategy to grow both
organically and through the acquisition of complementary
businesses that leverage our capabilities and scale in the
packaged software market," said David Dobson, CEO of Corel.  "With
outstanding products, talented employees and deep relationships
with eight of the world's top ten PC manufacturers, InterVideo
represents a significant opportunity for Corel to deliver enhanced
value to our shareholders.  This acquisition will also benefit
customers and partners as we expand our ability to provide
flexible, bundled solutions that meet the needs of today's digital
media consumers."

The acquisition will be financed through a combination of Corel's
cash reserves, debt financing, and InterVideo's cash and cash
equivalents, which stood at approximately $105 million as of June
30, 2006.  The acquisition is subject to InterVideo shareholder
approval, regulatory approvals, and other customary closing
conditions. The transaction is expected to close in the fourth
quarter of 2006 and to be accretive in the second quarter after
closing.

Directors and executive officers of InterVideo, including Steve
Ro, Chinn Chin and Honda Shing, have entered into voting
agreements pursuant to which they have agreed to vote their shares
of InterVideo in favor of the merger.

                     About InterVideo, Inc.

Based in Fremont, California, InterVideo, Inc. (NASDAQ:IVII) --
http://www.intervideo.com/-- provides integrated digital and  
high-definition multimedia and audio/video content solutions in
the PC, CE and wireless industries.  The company's broad suite of
integrated multimedia software products are designed to enhance
the consumer's entertainment experience, whether the content is
delivered to a home system, HDTV set, wireless system, mobile or
personal multimedia device.  InterVideo also has major offices in
Taiwan, Japan, Mainland China and around the globe.

                         About Corel Corp

Headquartered in Ottawa, Ontario, Corel Corporation (NASDAQ:CREL)
(TSX:CRE) -- http://www.corel.com/-- is a packaged software  
company with an estimated installed base of over 40 million users.  
The Company provides productivity, graphics and digital imaging
software.  Its products are sold in over 75 countries through a
scalable distribution platform comprised of original equipment
manufacturers, Corel's international websites, and a global
network of resellers and retailers.  The Company's product
portfolio features CorelDRAW(R) Graphics Suite, Corel(R)
WordPerfect(R) Office, WinZip(R), Corel(R) Paint Shop(R) Pro, and
Corel Painter(TM).

                         *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit and senior secured debt ratings to Corel Corp.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating, with a recovery rating of '3', to the company's US$165
million first-lien senior secured bank facility.  The outlook is
positive.

As reported in the Troubled Company Reporter on April 11, 2006,
Moody's Investors Service assigned first time corporate family
rating of B3 to Corel Corporation and B3 ratings to Corel's
proposed senior secured term loan facility and senior secured
revolving credit facility.  Moody's also assigned a SGL-2
liquidity rating, reflecting good liquidity.  Combined proceeds of
$90 million from the term loan and those of Corel's IPO will be
used  to repay Corel's existing debt.  The rating outlook is
stable.


DEAN SHIDELER: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dean Sanford Shideler
        Eleanor Eileen Shideler
        3539 Rolston Drive
        Fort Wayne, IN 46805

Bankruptcy Case No.: 06-11407

Chapter 11 Petition Date: August 25, 2006

Court: Northern District of Indiana (Fort Wayne Division)

Debtors' Counsel: John D. Cowan, Esq.
                  Tourkow Crell Rosenblatt & Johnston
                  203 East Berry Street, Suite 814
                  Fort Wayne, IN 46802
                  Tel: (260) 426-0545
                  Fax: (260) 422-9991

Total Assets: $2,003,530

Total Debts:  $1,572,507

Debtors' 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Cap 1 Bank                       Charge Account           $20,230
p.o. Box 85015
Richmond, VA 23285-5075

Wamu/Prvdn                       Charge Account           $12,553
P.O. Box 9007
Pleasanton, CA 94566

Amex                             Charge Account            $9,248
P.O. Box 297871
Fort Lauderdale, FL 33329-7871

Pro Fed Cu                       Charge Account            $4,950
1710 St. Joe River Drive
Fort Wayne, IN 46805-1446

Cap 1 FSB                        Charge Account            $4,504
P.O. Box 26030
Richmond, VA 23260-6030

Alliance One                     Collection                $1,271

Marathon O                                                 $1,005

Verizon North                                                $929

Verizon                          Charge Account              $595

Verizon In                                                   $358

Comprehensive Collection         Collection                  $154

3 Rivers FCU                                              Unknown

Allen County Treasurer           Real Estate Taxes        Unknown


DELTA AIR: Court Okays Purchase of UAL's New York-London Route
--------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates obtained
authority form the U.S. Bankruptcy Court for the Southern District
of New York to enter into an asset purchase agreement with United
Air Lines, Inc., in which Delta Air Lines, Inc., will purchase
United Air Lines' route authority to operate foreign air
transportation of persons, property and mail between New York, New
York, and London, England.  The route is pursuant to the
certificate of public convenience and necessity issued by the
United States Department of Transportation.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
contends that transfer of the Route is an important part of
Delta's strategic plan to enhance its competitive presence in New
York, establish itself as a significant nonstop competitor between
New York and London and expand its international route network.

Pursuant to the Agreement:

   (a) the total purchase price for the Route will be up to
       $21,000,000;

   (b) Delta will make an initial $13,000,000 payment if and when
       the DOT approves the transfer of the Route and the other
       conditions to closing are satisfied;

   (c) the balance of the purchase price is payable in four equal
       installments of $2,000,000 in 2007, 2008, 2009 and 2010;
       and

   (d) Delta's obligation to pay the remainder of the purchase
       price will cease if the DOT allows another U.S. carrier to
       begin service between New York and London.

The closing of the sale is subject to various conditions,
including United Air Lines' receipt of all authorizations,
consents and approvals required under the terms of a Revolving
Credit, Term Loan and Guaranty Agreement dated as of Feb. 1, 2006
among United Air Lines, UAL Corporation, and the lending and
financing parties named thereto.

According to Mr. Huebner, the Agreement will allow Delta to enter
the premier London/New York market with daily flights between John
F. Kennedy International Airport and London's Gatwick Airport.  
The purchase of the Route will significantly enhance Delta's
ability to serve its customers and is expected to benefit the
Debtors business and estates.

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No.41; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Wells Fargo Says It Holds $5 Million Admin. Claims
-------------------------------------------------------------
On Sept. 25, 1991, Comair, Inc., as lessee, signed a Participation
Agreement, as amended, in connection with the ownership of two
Embraer EMB-120 Commercial Aircraft, bearing FAA Registration Nos.
N257CA and N259CA, with these parties:

    -- UnionBanCal Leasing Corporation, as owner participant;

    -- First Security Bank of Utah, National Association, as
       predecessor-in-interest to Wells Fargo Bank Northwest,
       National Association, as owner trustee;

    -- First Security Bank of Idaho, National Association, as
       voting trustee; and

    -- NMB Lease N.V. as lender.

On the same date, the parties entered into related agreements:

   (i) Comair and First Security Bank, solely in its capacity as
       owner trustee, executed a Lease Agreement pursuant to
       which the Aircraft were leased to Comair;

  (ii) UnionBanCal and First Security Bank of Utah entered into a
       Trust Agreement pursuant to which UnionBanCal vested
       beneficial ownership in and to the Trust that owns the
       Aircraft; and

(iii) UnionBanCal and Comair entered into a Tax Indemnity
       Agreement.

Diane E. Vuocolo, Esq., at Greenberg Traurig, in Philadelphia,
Pennsylvania, notifies the U.S. Bankruptcy Court for the Southern
District of New York that, as of August 21, 2006, Wells Fargo is
still reviewing any and all postpetition claims it has against
Comair to quantify the amount of its administrative claim against
Delta Air Lines, Inc., and its debtor-affiliates, which should not
exceed $5,000,000, in aggregate.  

Wells Fargo asserts an administrative claim under Sections 503(b)
and 507 of the Bankruptcy Code for expenses, claims, postpetition
rent or ordinary charges and fees that may have been incurred or
accrued pursuant to the operative documents relating to the
Participation Agreement, statutory law, common law or otherwise.

Well Fargo also asserts, without limitation, these additional
claims:

    -- the right to assert and amend claims for administrative
       expenses of whatsoever nature;

    -- the right to assert and amend or supplement tax indemnity
       claims;

    -- interest, attorneys' fees and costs which continue to
       accrue and to be incurred;

    -- rights to estimate contingent claims and assert additional
       claims if contingent claims are estimated or liquidated;

    -- any other claims it may have against the Debtors relating
       or incidental to their obligations;

    -- any claims that may arise pursuant to or as a result of
       the violation or breach of the surrender and return
       provisions as it concerns the aircraft contained in any
       and all of the operative documents; and

    -- any and all post-petition rent and ordinary use charges
       that may have been incurred or accrued.

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No.41; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DEVELOPERS DIVERSIFIED: Prices $250 Mil. Convertible Senior Notes
-----------------------------------------------------------------
Developers Diversified Realty Corporation priced its offering of
$250 million aggregate principal amount of convertible senior
unsecured notes due 2011 and will repurchase of $48.3 million of
its common shares.

The notes will pay interest semiannually at a rate of 3.50% per
annum and mature on Aug. 15, 2011.  The notes will have an initial
conversion rate of approximately 15.3589 common shares per $1,000
principal amount of the notes, representing a conversion price of
approximately $65.11 per common share and a conversion premium of
approximately 22.5% based on the last reported sale price of
$53.15 per common share on Aug. 22, 2006.  The initial conversion
rate is subject to adjustment under certain circumstances.  The
notes will be convertible, upon the occurrence of specified events
and during the period beginning on June 15, 2011 and ending on the
second business day prior to the maturity date, into cash up to
their principal amount and Developers Diversified's common shares
in respect of the remainder, if any, of the conversion value in
excess of such principal amount.  Closing of the sale of the notes
and repurchase by Developers Diversified of $48.3 million of its
common shares is expected to occur on Aug. 28, 2006.  Net proceeds
from this offering are estimated to be approximately $244.45
million, after deducting estimated fees and expenses of
approximately $5.55 million, which will result in an all in
effective annual interest rate of less than 4%.

In connection with the offering, Developers Diversified has
entered into a convertible note hedge transaction with an
affiliate of an initial purchaser of the notes to increase the
effective conversion price of the notes to $74.41 per common
share, which represents a 40.0% premium based on the Aug. 22, 2006
closing price of $53.15 per common share.  This transaction is
also intended to minimize the potential dilution upon future
conversion of the notes.  The net cost of the convertible note
hedge was approximately $10.3 million and will be accounted for as
an effective hedge through its maturity and included in the equity
section of Developers Diversified's balance sheet and therefore
not included in interest expense.

In connection with the convertible note hedge transaction, the
counterparty has advised Developers Diversified that it or its
affiliates has entered into, simultaneously with the pricing of
the notes and may enter into shortly after pricing, various
derivative transactions with respect to Developers Diversified
common shares.  In addition, following pricing of the notes, the
counterparty or its affiliates may enter into or unwind various
derivatives and/or continue to purchase or sell Developers
Diversified common shares in secondary market transactions,
including during the observation period relating to any conversion
of the notes.

Developers Diversified expects to use the net proceeds from the
offering to repurchase $48.3 million of its common shares at a
price of $53.15 per common share, to fund the $10.3 million cost
of the convertible note hedge transaction, to repay outstanding
debt under its senior unsecured credit facility, which bears
interest at LIBOR plus 60 basis points, and for other general
business purposes.

The notes will be sold through an offering to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended.

                  About Developers Diversified

Based in Beachwood, Ohio, Developers Diversified Realty Corp.
(NYSE: DDR) -- http://www.ddr.com/-- currently owns and manages  
approximately 500 retail operating and development properties in
44 states, plus Puerto Rico, comprising 114 million square feet of
real estate.  Developers Diversified Realty is a self-administered
and self-managed real estate investment trust operating as a fully
integrated real estate company, which acquires, develops, leases
and manages shopping centers.

                        *    *    *

Developers Diversified Realty Corp's Preferred stock currently has
Fitch Ratings' BB+' rating assigned on March 2003.


DIRECTED ELECTRONICS: Polk Merger Plan Cues S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on consumer electronics maker Directed Electronics
Inc. on CreditWatch with negative implications.  The rating action
follows the company's announcement that it intends to acquire Polk
Audio Inc., a provider of loudspeakers and audio equipment for
homes and cars, for $136 million in cash.

When the transaction is completed, Standard & Poor's expects to
lower Vista, California-based DEI's corporate credit rating to
'B+' and assign a stable outlook.  Also at closing, Standard &
Poor's will withdraw the ratings on DEI's existing senior secured
bank loan.  Pro forma balance sheet debt at June 30, 2006, taking
into account the proposed acquisition, will total about
$307 million.

In addition, Standard & Poor's assigned its 'B+' senior secured
bank loan rating and '3' recovery rating to DEI Sales Inc.'s (a
direct subsidiary of DEI) proposed $407 million amended and
restated senior secured credit facilities maturing in 2013, which
includes a $100 million revolving credit facility that will be
undrawn at close.  The debt rating and recovery rating indicate
the likelihood of a meaningful recovery of principal (50%-80%) in
the event of default or bankruptcy, based on an assessment of the
company's enterprise value.

"The CreditWatch listing reflects DEI's weaker financial position
following the Polk acquisition, since the company will increase
the size of its term loan by $141 million under an amended and
restated senior secured credit facility to fund the transaction,"
said Standard & Poor's credit analyst Nancy C. Messer.

This amount will be an addition to the company's existing
$165.8 million term loan.  At the same time that debt is
increased, DEI will be required to invest higher levels of working
capital in the next several years to support its product build for
the satellite radio accessories market.  As a result of the higher
cash interest expense and required investment in working capital,
the company will generate minimal free cash flow for debt
reduction in 2006 and 2007.  

Beginning in 2008, the company expects to generate sufficient free
cash flow to allow for debt reduction.  After the acquisition, the
company will be highly leveraged, as the company expands and
diversifies sales through new product introductions and possible
periodic acquisitions.  This ratio will exceed Standard & Poor's
expectations for the 'BB-' rating.


EASYLINK SERVICES: 1-for-5 Reverse Stock Split Effective Aug. 28
----------------------------------------------------------------
EasyLink Services Corporation has received shareholder approval
for a 1 for 5 reverse stock split, effective August 28.  The
Company further disclosed that it has received a notice of non-
compliance with NASDAQ Capital Market continued listing
requirements, and has requested a NASDAQ hearing to review its
plan to regain compliance, the basis of which is the expected
outcome of the reverse stock split.

On Aug. 23, 2006, the NASDAQ Listing Qualifications Staff notified
the Company that it has failed to comply with the minimum bid
price requirement for continued listing set forth in NASDAQ
Marketplace Rule 4310(c)(4) due to the Company's failure to
maintain a minimum bid price of $1.  The Company's formal hearing
request automatically stays the delisting of the Company's common
stock pending the Listing Qualifications Panel's review and
determination.

EasyLink has previously announced that it plans to regain
compliance with NASDAQ minimum bid price rules by executing a
reverse split of its common stock.  The reverse stock split, which
has received Board of Directors and shareholder approval, is
effective August 28.

In September, the Company expects to review the outcome of the
reverse stock split with NASDAQ.  Should the Company's common
stock close at or above $1 for 10 consecutive trading days
following the reverse stock split, it would expect to receive
notification from NASDAQ that it has regained compliance with
the minimum bid price requirement.  

                      About Easylink Services

Headquartered in Piscataway, New Jersey, Easylink Services
Corporation (NASDAQ: EASY) -- http://www.EasyLink.com/-- provides  
outsourced business process automation services to medium and
large enterprises, including 60 of the Fortune 100, to improve
productivity and competitiveness by transforming manual and paper-
based business processes into efficient electronic
business processes.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Grant Thornton LLP expressed substantial doubt about Easylink's
ability to continue as a going concern after it audited the
Company's financial statement for the year ended Dec. 31, 2005.
The accounting firm pointed to the Company's history of operating
losses, accumulated deficit and negative working capital.


ECHOSTAR COMMS: Settles Nine-Year Suit With ABC, NBC, CBS and Fox
-----------------------------------------------------------------
EchoStar Communications Corporation settled its nine-year
litigation with the ABC, NBC, CBS and Fox Affiliate Associations.

Under terms of the settlement, EchoStar agreed to expand its
industry leading local network channel by satellite service from
approximately 165 markets, to 175 markets by the end of 2006,
offering over 95 percent of the U.S. population more fully
effective competition to cable.  EchoStar also agreed to pay the
Affiliate Associations $100 million to protect its subscribers
from the potential shut off of their distant network channels.

Distant channels are ABC, NBC, CBS and Fox network channels that
originate from a market outside the community in which the
subscriber lives.  The litigation does not involve, and there is
no danger, that consumers could lose their local ABC, NBC, CBS or
Fox network channels, or any of the other great programming
available from EchoStar's DISH Network.  While EchoStar has over
12 million subscribers, less than one million of those customers
receive distant network channels.

As part of the settlement, EchoStar agreed to re-qualify its
distant network subscribers and terminate those channels later
this year to the small percentage of customers who are not
eligible to receive them today.

During the nine-year course of litigation, EchoStar previously
settled with hundreds of TV stations and station groups, including
the ABC, NBC and CBS networks.  With the announcement, EchoStar
has reached settlements with almost 800 total stations.  EchoStar
had hoped and expected to resolve the dispute with all remaining
litigants, but late last week Fox Network declined EchoStar's
universal settlement offer and pulled out of the discussions.
Consequently, litigation with approximately 25 Fox owned-and-
operated stations continues.  Though unlikely, it is possible
Fox's last minute tactic could derail the entire settlement and
force EchoStar to seek legislation to protect its subscribers from
disruption.

The settlement is contingent on confirmation by the Federal
District Court in Florida.

                           About EchoStar

Headquartered in Englewood, Colorado, EchoStar Communications
Corporation (NASDAQ: DISH) -- http://www.dishnetwork.com/--    
serves more than 12.2 million satellite TV customers through its
DISH Network(TM), a growing U.S. provider of advanced digital
television services.  DISH Network offers hundreds of video and
audio channels, Interactive TV, HDTV, sports and international
programming, together with professional installation and 24-hour
customer service.

At June 30, 2006, EchoStar's balance sheet showed $9.1 billion in
total assets and $9.6 billion in total liabilities, resulting in a
$511 million stockholders' deficit.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2006,
Dominion Bond Rating Service confirmed the ratings of EchoStar
Communications Corporation and EchoStar DBS Corporation at BB
(low) and BB.  The trend is Stable.  

On January 2006, Moody's assigned a stable outlook to Echostar's
Ba3 long term corporate family rating.

In the same month, Standard & Poor's also assigned a stable
outlook to the Company's BB long term foreign and local issuer
credit ratings.

Fitch placed the Company's subordinated debt rating at B on
Oct. 28, 2004 and assigned a stable outlook to the rating on
January 2006.


EDUCATE INC: Revenue Increases 11% to $102.5MM in Second Quarter
----------------------------------------------------------------
Educate, Inc. reported financial results for the quarter and year-
to-date periods ended June 30, 2006.

Revenues from continuing operations for the second quarter were
$102.5 million, an increase of 11% over the 2005 period.  Revenue
increases were driven by a greater number of company-owned
territories resulting from 2005 acquisitions and the opening of
new Sylvan Learning locations combined with expanded Online
sessions and growth in Catapult Learning.

"While several leading indicators have turned positive for the
business, we have continued to experience challenges in our
company-owned centers.  Late quarter improvements in marketing in
the Learning Center business and continued improvements in
conversions provide visibility into restored growth for the
overall Learning Center business.  However, company-owned center
performance remains soft," stated Chris Hoehn-Saric, Educate, Inc.
Chairman and Chief Executive Officer.  "Overall positives in our
franchise business, our products business and our school business
indicate strengthening of the company's numbers.  We remain
optimistic about our opportunities and growth potential for 2007
and beyond."

Operating income from continuing operations declined in the period
due to:

   -- lower operating margins experienced in company-owned
      centers;

   -- expenses related to the development of new service offerings
      to address market opportunities in premium tutoring and
      homework support;

   -- additional costs in the development of infrastructure for
      product creation; and

   -- introduction and distribution of Hooked on Phonics products
      and additional sales and contract service costs in Catapult.

Learning Center segment revenues increased 12% to $75.9 million
for the second quarter of 2006.  This revenue growth was driven by
the addition of 32 company-owned territories over the past year
through acquisitions and openings combined with expansion of
Online service delivered through Sylvan Online and NCLB Online.  
Same territory revenues increased 3% due to increased Online
sessions which offset reductions in student length of stay in the
company-owned learning centers.  Product sales declined from the
prior year due to fewer new franchise learning program
introductions in 2006 and delays in Hooked on Phonics sales due
primarily to shifts in retailer orders in conjunction with the
introduction of a wide array of new Hooked on Phonics products in
the second half of 2006.

Learning Center operating expenses increased over the prior year
due to a number of factors including the costs related to
operating company-owned centers and delivering online services,
costs associated with hiring and training new center management
personnel which delayed the integration process, expenses related
to beginning operations in newly opened centers, expenses related
to researching and developing premium and homework support
tutoring programs for the Sylvan Learning network.  Additional
product related expenses were also incurred to develop an expanded
set of Hooked on Phonics programs and to create an operating
infrastructure to develop, produce and distribute new product
offerings to an expanded distribution channel.  The result of
these additional expenses has been reduced operating profits and
operating margins during this transition period in 2006.

Catapult Learning revenues increased by 6% over the prior year,
driven by additional public and non-public school contracts, which
offset the loss of revenues from closed Gulf Coast schools.  
Additional business development expenses and start-up costs for
new contracts resulted in lower Catapult operating margins for the
period.  Discussions continue to progress on the sale of our
discontinued Education Station business which delivers site-based
NCLB services.  Completion of the sale of the Education Station
business is expected prior to the 2006-2007 school year enrollment
period.

Corporate expenses increased in response to requirements to
support revenue expansion and business line development.  Non-
operating expenses reflected increased borrowings under the
Company's credit facility as well as increases in variable
interest rates.

Year to date operating results have been restricted by the same
business trends evidenced in the second quarter performance.
Revenue growth was driven primarily by expansion of the company-
owned territories and growth of Online sessions.  Operating
expenses increased over the prior year due to additional expenses
of supporting company-owned operations and delivery of Online
sessions.  Delays in integration of additional company-owned
territories, such as hiring and training center management,
combined with the learning curve of efficient sales and operations
resulted in increased operating costs and lower margins in the
company-owned territories in comparison to the prior year.  
Product sales revenues declined due to fewer new franchise
programs and customer order patterns, which shifted delivery dates
to the back half of 2006.  Hooked on Phonics expenses have
increased in 2006 as additional infrastructure has been added to
focus on product development, manufacturing and supply chain
management.  Catapult has demonstrated revenue growth in 2006 even
after absorbing the loss of New Orleans contracts due to hurricane
related school closings.  Additional marketing and operational
expenses on the new Catapult contracts have caused margins to
decline.

Educate Operating Company, LLC (Nasdaq: EEEE) is the operating
subsidiary of Educate Inc.  The company is headquartered in
Baltimore, Maryland, and is a leading education services company
for students ranging from pre-kindergarten through high school.  
Its portfolio of brands includes Sylvan Learning Centers, which
provides customized supplemental, remedial and enrichment programs
in reading, writing and mathematics; Hooked on Phonics, which
delivers early reading, math and study skills programs; and
Catapult Learning, a leading provider of educational services to
public and non-public schools.

                           *    *    *

As reported in the Troubled Company Reporter on May 17, 2006,
Moody's affirmed Educate, Inc.'s corporate family rating at B1.
Moody's also affirmed the ratings of the Company's subsidiary,
Educate Operating Company LLC:

   * $30 million senior secured revolving credit facility
     due 2009, rated B1;
   * $160 million senior secured term loan B due 2012, rated B1.

The outlook for the ratings is stable.


EMBARQ CORP: June 30 Balance Sheet Upside-Down at $783 Million
--------------------------------------------------------------
Embarq Corporation disclosed its financial results for the second
quarter of 2006, its first earnings announcement as an independent
company.  

Following its separation on May 18th, the company launched the
EMBARQ(TM) brand to the public on June 5th with an aggressive
marketing and advertising campaign.  As part of the launch, the
company also introduced practical, innovative new products and
offers for consumer and business customers, including a full suite
of EMBARQ(TM)-branded wireless services that emphasize bundling
wireline with wireless.

At June 30, 2006, the Company's balance sheet showed total assets
of $9.2 billion and total liabilities of $9.9 billion resulting in
a stockholders' deficit of $783 million.

For the three months ended June 30, 2006, Embarq recorded
$216 million of net income on $1.6 billion of net revenues,
compared to $249 million of net income on $1.5 million of net
revenues in 2005.

The Company's June 30 balance sheet also showed strained liquidity
with $986 million in total current assets available to pay
$1.2 billion in total current liabilities coming due within the
next 12 months.

Commenting on the quarter, Dan Hesse, Embarq Chairman and Chief
Executive Officer, said, "We launched our new company this
quarter, and I was pleased we were able to deliver solid results
while also completing a complex separation.  Although they were in
the market for only a few weeks, not long enough to have a
significant impact on our second quarter results, the products we
added to our portfolio in June -- particularly our converged
wireless and wireline solutions -- will be important to our
future."

Embarq reported its second quarter financial results in accordance
with generally accepted accounting principles as well as on an 'as
adjusted' basis.  The company's GAAP reporting for all periods
prior to May 18th does not reflect certain items related to its
spin-off that are included in its GAAP reporting subsequent to May
18th.  Accordingly, pre-May 18th GAAP results are not fully
comparable to post-May 18th GAAP results.  The as adjusted basis
of reporting, however, reflects the current composition of
Embarq's business for all periods.  Thus, the as adjusted basis of
reporting is provided to help investors evaluate trends in
Embarq's operating performance.

Embarq Corporation (NYSE: EQ) -- http://www.embarq.com/--  
provides communications services to customers in its local service
territories.  Embarq focuses on offering its customers practical,
innovative products and competitive pricing.  The company has
approximately 20,000 employees and operates in 18 states offering
local and long distance voice, data, high-speed Internet, wireless
and entertainment services.


ENERGY PARTNERS: Acknowledges Unsolicited Buy Offer from ATS Inc.
-----------------------------------------------------------------
Energy Partners, Ltd., advised its stockholders to take no action
at this time in response to an unsolicited proposal from ATS Inc.,
a wholly owned subsidiary of Woodside Petroleum Ltd., to acquire
control of the Company at a price of $23 per share.

According to the press release that ATS issued, the unsolicited
proposal is conditioned on the termination of EPL's pending merger
with Stone Energy Corporation (NYSE:SGY), which was announced on
June 23, 2006.

Consistent with its fiduciary duties, and in consultation with its
independent financial and legal advisors, EPL's Board of Directors
will meet in due course to review and discuss the ATS proposal and
will advise stockholders of its position.

Evercore Partners and Banc of America Securities LLC are financial
advisors to EPL and Cahill Gordon & Reindel LLP is EPL's legal
counsel.

                    About Woodside Petroleum

Headquarters in Perth, Australia, Woodside Petroleum Ltd. --
http://www.woodside.com/-- is an oil and gas company.  It has  
exploration interests in eleven countries, and production from
four.

The Woodside Group has been active in the United States since 1999
and has offices in Los Angeles, Houston and Covington.

                           About EPL

Headquartered in New Orleans, Louisiana Energy Partners Ltd.
(NYSE:EPL) -- http://www.eplweb.com/-- is an independent oil and  
natural gas exploration and production company.  Founded in 1998,
the Company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on May 26, 2006,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on independent exploration and production company
Energy Partners Ltd. on CreditWatch with negative implications.

At the same time, Standard & Poor's revised the CreditWatch
implications for its 'B+' rating on Stone Energy Corp. to
developing from positive.


FINOVA GROUP: Reiterates Wind-Up and Final Liquidation Plans
------------------------------------------------------------
The FINOVA Group Inc., reiterated its prior statements contained
in its Form 10-Q for the quarter ended June 30, 2006:

"The Company anticipates that when all or substantially all of its
assets have been liquidated, the affairs of FINOVA will need to be
wound-up.  The Company continues to analyze potential alternatives
of wind-up and would like to commit to a final plan of liquidation
during 2006; however, this will be contingent on obtaining
acceptable prices for its remaining assets.  Additionally, in
considering its wind-up alternatives, the Company intends to take
into consideration the restricted cash related to impermissible
restricted payments to stockholders, the Thaxton litigation and
other outstanding bankruptcy claims.  A final plan of liquidation
may involve appointment of a receiver or trustee for assets not
liquidated, transfer of such assets to a liquidating trust or some
other proceeding, any of which may or may not be in conjunction
with bankruptcy or state law liquidation proceedings.  The Company
cannot predict with certainty the timing or nature of that final
wind-up at this point in time, but is working towards
accomplishing that end in a prudent manner to maximize the return
on the remaining assets."

                  The Thaxton Group Litigation

The Company also disclosed that with respect to the litigation
involving the Company's subsidiary, FINOVA Capital Corporation and
The Thaxton Group Inc. and certain of its subsidiaries, the
scheduled Aug. 28 trial date has been vacated, without prejudice,
to enable the parties to continue settlement discussions.  If a
settlement is not consummated, the Company intends to vigorously
defend the claims asserted against it in connection with the
Thaxton Entities and to defend its senior secured position in the
bankruptcy proceedings for the Thaxton Entities.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on shaky
ground.  The Company and its debtor-affiliates and subsidiaries
filed for Chapter 11 protection on March 7, 2001 (U.S. Bankr. Del.
01-00697).  Pachulski, Stang, Ziehl, Young & Jones P.C. and
Wachtell, Lipton, Rosen & Katz represent the Official Committee of
Unsecured Creditors.  Daniel J. DeFranceschi, Esq., at Richards,
Layton & Finger, P.A., represents the Debtors.  FINOVA has since
emerged from Chapter 11 bankruptcy. Financial giants Berkshire
Hathaway and Leucadia National Corporation (together doing
business as Berkadia) own FINOVA through the almost $6 billion
lent to the commercial finance company.  Finova is winding up its
affairs.

                         Going Concern

As reported in the Troubled Company Reporter on May 16, 2006,
Ernst & Young LLP expressed substantial doubt about The Finova
Group Inc.'s ability to continue as a going concern after auditing
the Company's financial statements for the year ended Dec. 31,
2005.  The auditing firm pointed to the Company's negative net
worth as of Dec. 31, 2005 as well as limited sources of liquidity
to satisfy its obligations.


FISHER COMMS: High Leverage Prompts Moody's to Hold Ratings
-----------------------------------------------------------
Moody's Investors Service affirmed Fisher Communications, Inc.'s
B2 Corporate Family Rating and the B2 rating of its $150 million
8.625% senior notes due 2014.  The outlook remains stable.

The B2 ratings reflect the company's high debt-to-EBITDA leverage
and weak operating metrics relative to its peers.  The ratings
also incorporate the company's lack of geographic diversity and
the risks associated with the broadcast television industry due to
increasing cable and cross-media competition and related
viewership decline.  Additionally, Moody's believes that radio
is a mature industry with modest growth prospects.

Fisher's rating is supported by its meaningful underlying asset
value relative to the debt burden and the liquidity provided by
its investment in Safeco Corporation common stock, which has a
market value of approximately $164 million.

Fisher Communications, Inc., headquartered in Seattle, Washington
is a television and radio broadcasting company comprised of
stations located in the Northwest.


FLYI INC: Distribution Trust Under the Liquidation Plan
-------------------------------------------------------
FLYi, Inc., and its six debtor-affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware their Joint Plan of
Liquidation and Disclosure Statement on Aug. 15, 2006.

The Debtors' Plan of Liquidation provides for the establishment
of a liquidating trust to pay all Allowed Claims entitled to
receive cash distributions.

On or prior to the Effective Date, the Distribution Trust will be
established pursuant to a Distribution Trust Agreement for the
purpose of liquidating the Distribution Trust Assets, resolving
all Disputed Claims, making all distributions to holders of
Allowed Claims in accordance with the terms of the Debtors' Plan
of Liquidation and otherwise implementing the Plan and
administering the Debtors' estates.

On the Effective Date, the Distribution Trust Assets will be
transferred to, and vest in, the Distribution Trust.

The Distribution Trust and the Distribution Trustee will be
empowered to:

   * effect all actions and execute all agreements, instruments
     and other documents necessary to implement the Plan;

   * accept, preserve, receive, collect, manage, invest,
     supervise, prosecute, settle and protect the Distribution
     Trust Assets, each in accordance with the Plan and
     Distribution Trust Agreement;

   * sell, liquidate, transfer, distribute or otherwise dispose
     of the Distribution Trust Assets or any interest therein
     pursuant to the procedures for allowing Claims and making
     distributions prescribed in the Plan;

   * calculate and make distributions to holders of Allowed
     Claims pursuant to the procedures for allowing Claims and
     making distributions prescribed in the Plan;

   * establish and administer the Trust Accounts and, if
     necessary, any additional trust accounts;

   * comply with the Plan and exercise the Distribution Trustee's
     rights and fulfill its obligations;

   * comply with and implement the terms and provisions of the
     Protocol Order;

   * review, reconcile, settle or object to Claims and resolve
     those objections as set forth in the Plan;

   * employ professionals, including professionals already
     retained by the Estates, to represent the Distribution
     Trustee with respect to its responsibilities;

   * file appropriate Tax returns and other reports on behalf of
     the Distribution Trust and the Debtors and pay Taxes or
     other obligations owed by the Distribution Trust and the
     Debtors;

   * exercise other powers as may be vested in the Distribution
     Trustee or as deemed by it to be necessary and proper to
     implement the provisions of the Plan and the Distribution
     Trust Agreement;

   * take other actions as are necessary or appropriate to close
     or dismiss any or all of the Debtors' bankruptcy cases; and

   * dissolve the Distribution Trust in accordance with the terms
     of the Distribution Trust Agreement.

The Distribution Trust Agreement generally will provide for,
among other things:

   (1) the payment of reasonable compensation to the Distribution
       Trustee;

   (2) the payment of other expenses of the Distribution Trust,
       including the cost of pursuing the claims assigned to the
       Distribution Trust;

   (3) the retention of counsel accountants, financial advisors
       or other professionals and the payment of their
       compensation;

   (4) the investment of Cash by the Distribution Trustee within
       certain limitations;

   (5) the preparation and filing of appropriate Tax returns and
       other reports on behalf of the Distribution Trust and the
       Debtors and the payment of Taxes or other obligations owed
       by the Distribution Trust and the Debtors;

   (6) the orderly liquidation of the Distribution Trust's
       assets; and

   (7) any Recovery Actions assigned to the Distribution Trust,
       which may include the litigation, settlement, abandonment
       or dismissal of any claims, rights or causes of action
       assigned to the Distribution Trust.

No later than 10 days prior to the Voting Deadline, the Debtors
with the agreement of the Creditors' Committee will, in
accordance with the terms of the Distribution Trust Agreement,
designate and disclose the identity of the Distribution Trustee
in a writing filed with the Bankruptcy Court.

The Distribution Trustee will be the exclusive trustee of the
assets of the Distribution Trust for purposes of Section 3713(b)
of the Money and Finance Code and Section 6012(bX3) of the
Internal Revenue Code, as well as the representatives of the
Estate of each of the Debtors appointed pursuant to section
1123(b)(3)(B) of the Bankruptcy Code.

The Distribution Trustee will distribute the Distribution Trust
Assets in accordance with the provisions of the Plan and the
Distribution Trust Agreement.

The Distribution Trustee, on behalf of the Distribution Trust,
will file with the Bankruptcy Court quarterly reports regarding
the administration of property subject to its ownership and
control pursuant to the Plan, distributions made by it and other
matters relating to the implementation of the Plan.

The Distribution Trust Agreement will provide that termination of
the trust will occur no later than two years after the Effective
Date, unless the Bankruptcy Court approves an extension.

A full-text copy of the Distribution Trust Agreement is available
for free at http://ResearchArchives.com/t/s?107a

                         About FLYi Inc.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FLYI INC: Liquidation Analysis Under Joint Liquidation Plan
-----------------------------------------------------------
FLYi, Inc., and its six debtor-affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware their Joint Plan of
Liquidation and Disclosure Statement on Aug. 15, 2006.

Pursuant to their Joint Plan of Liquidation, the Debtors have
reviewed and analyzed liquidation through conversion to cases
under Chapter 7 of the Bankruptcy Code.  The Debtors delivered to
the Court a Liquidation Analysis, which reflects the Debtors'
estimates of recoveries in post-conversion Chapter 7 cases of
FLYi, Inc., and Independence Air, Inc.

The Liquidation Analysis assumes that in a Chapter 7 liquidation,
the trustee will seek to liquidate any remaining assets, object
to and resolve claims and otherwise wind down the estates over
approximately 90 days following conversion.

                       Liquidation Analysis
                            FLYi, Inc.

                                                 Estimated
                                            Liquidation Proceeds
                                               Low       High
                                            --------- ----------
Assets
Unpledged Balance Sheet Asset Proceeds
   Unrestricted Cash and Short-Term Investment   $1.2       $1.2
   Fuel                                             -          -
   Tax Escrow Accounts                              -          -
   Aircraft Deposits                                -          -
   Restricted Credit Card Cash                      -          -
   Other Balance Sheet Assets                       -          -
                                            --------- ----------
Total Unpledged Balance Sheet Assets             $1.2       $1.2

Intangible and Other Asset Proceeds
   Intercompany Unsecured Claim                     -          -
   Intercompany Administrative Claim                -          -
   United Claim Settlement                       50.8       53.4
   Dulles Hangar                                    -          -
   Recovery Actions                                 -          -
   Other Assets                                     -          -
                                            --------- ----------
Total Intangibles and Other                     $50.8      $53.4
                           
Total Proceeds from Assets
Available for Distribution                      $52.0      $54.6
                                            ========= ==========

Administrative and Priority Claims
and Liquidation Expenses
   Aircraft Administrative Claims                   -          -
   General Administrative and Priority Claims       -          -
   Priority Tax Claims                              -          -
   Customer Claims                                  -          -
   Chapter 7 Trustee Fees                        $1.6       $1.6
   Professional Fees                              3.8        3.8
   Intercompany Administrative Claim              3.5        3.5
   Wind-Down Expenses                               -          -
                                            --------- ----------
Total Administrative and Priority Claims
   and Liquidation Expenses                       8.9        8.9

Total Proceeds Available for Unsecured Claims   $43.2      $45.7
                                            ========= ==========

                             FLYi, Inc.
                  Recoveries to Unsecured Claims

                Estimated       Estimated          Estimated
             Allowed Claim  Percent Recovery  Amount Distributed
             -------------  ----------------  ------------------
Claim        High    Low      Low     High      Low       High
-----        -----   -----  -------  -------  --------  --------
Class 3      $894.9  $447.2    4.80%   10.20%    $43.2     $45.7
Class 7           -       -       -        -         -         -
                                              --------  --------
Total Proceeds Available for
Subordination Claims and Equity Interests            -         -
                                              ========  ========


                       Liquidation Analysis
                      Independence Air, Inc.

                                                  Estimated
                                             Liquidation Proceeds
                                                Low       High
                                             --------- ----------
Assets
Unpledged Balance Sheet Asset Proceeds
   Unrestricted Cash & Short-Term Investments   $35.2      $35.2
   Fuel                                           1.3        1.3
   Tax Escrow Accounts                            3.3        3.6
   Aircraft Deposits                              5.3       11.8
   Restricted Credit Card Cash                      -        2.1
   Other Balance Sheet Assets                     0.8        2.2
                                             --------- ----------
Total Unpledged Balance Sheet Assets            $46.0      $56.2

Intangible and Other Asset Proceeds
   Intercompany Unsecured Claim                     -          -
   Intercompany Administrative Claim              3.5        3.5
   United Claim Settlement                       50.8       53.4
   Dulles Hangar                                  7.6        7.6
   Recovery Actions                                 -          -
   Other Assets                                   1.5        3.5
                                             --------- ----------
Total Intangibles and Other                      63.4       68.0

Total Proceeds from Assets
Available for Distribution                     $109.4     $124.2
                                             ========= ==========

Administrative and Priority Claims
and Liquidation Expenses
   Aircraft Administrative Claims               $15.6      $13.6
   General Administrative &
      Priority Claims                             7.4        7.4
   Priority Tax Claims                            6.2        7.2
   Customer Claims                               12.0        -
   Chapter 7 Trustee Fees                        32.0        3.6
   Professional Fees                              3.8        3.8
   Intercompany Administrative Claim                -          -
   Wind-Down Expenses                             4.6        4.0
                                             --------- ----------
Total Administrative and Priority Claims
   and Liquidation Expenses                     $52.8      $39.7

Total Proceeds Available for Unsecured Claims   $56.6      $84.5
                                             ========= ==========

                       Independence Air, Inc.
                  Recoveries to Unsecured Claims

               Estimated       Estimated          Estimated
             Allowed Claim  Percent Recovery  Amount Distributed
             -------------  ----------------  ------------------
Claim        High    Low      Low     High      Low       High
-----        -----   -----  -------  -------  --------  --------
Class 4     $935.4  $420.9    6.10%   20.10%   $56.60    $84.50
Class 7          -       -       -        -         -         -

Total Proceeds Available for
Subordination Claims & Equity Interests             -         -
                                              ========  ========

                         About FLYi Inc.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FORD MOTOR: Executive Committee Chairman Robert E. Rubin Resigns
----------------------------------------------------------------
Ford Motor Company disclosed that Robert E. Rubin, director,
chairman of the Executive Committee and member of the Office of
the Chairman of Citigroup Inc., has resigned from the Company's
Board of Directors.  Mr. Rubin joined the board in 2000.

In a letter to Bill Ford, Mr. Rubin said, "As the Board undertakes
its upcoming review of strategic options, Citigroup's multi-
faceted relationship with Ford could raise a question whether my
relationship with Ford and Citigroup creates an appearance of
conflict.  Although no conflict currently exists and while I would
have liked to remain involved, I have with great regret concluded
that I should resign from the Board at this time."

Commenting on the announcement, Bill Ford, chairman and chief
executive officer, said, "I greatly appreciate the many valuable
contributions Bob has made to Ford Motor Company during his six-
year tenure.  He brought strategic thinking to every situation and
has been a wise and generous counselor to me and to the company.
However, I understand and respect Bob's prudent decision to resign
as we continue to explore future strategic options."

Headquartered in Dearborn, Michigan, Ford Motor Company (NYSE: F)
-- http://www.ford.com/-- manufactures and distributes  
automobiles in 200 markets across six continents.  With about
300,000 employees and more than 100 plants worldwide, the
company's core and affiliated automotive brands include Aston
Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and
Volvo.  Its automotive-related services include Ford Motor Credit
Company.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2006,
Dominion Bond Rating Service placed long-term debt rating of Ford
Motor Company Under Review with Negative Implications following
announcement that Ford will sharply reduce its North American
vehicle production in 2006.  DBRS lowered on July 21, 2006, Ford
Motor Company's long-term debt rating to B from BB, and lowered
its short-term debt rating to R-3 middle from R-3 high.  DBRS also
lowered Ford Motor Credit Company's long-term debt rating to
BB(low) from BB, and confirmed Ford Credit's short-term debt
rating at R-3(high).  

Fitch Ratings also downgraded the Issuer Default Rating of Ford
Motor Company and Ford Motor Credit Company to 'B' from 'B+'.   
Fitch also lowered the Ford's senior unsecured rating to 'B+/RR3'
from 'BB-/RR3' and Ford Credit's senior unsecured rating to 'BB-
/RR2' from 'BB/RR2'.  The Rating Outlook remains Negative.

Standard & Poor's Ratings Services also placed its 'B+' long-term
and 'B-2' short-term ratings on Ford Motor Co., Ford Motor Credit
Co., and related entities on CreditWatch with negative
implications.

As reported in the Troubled Company Reporter on July 24, 2006,
Moody's Investors Service lowered the Corporate Family and senior
unsecured ratings of Ford Motor Company to B2 from Ba3 and the
senior unsecured rating of Ford Motor Credit Company to Ba3 from
Ba2.  The Speculative Grade Liquidity rating of Ford has been
confirmed at SGL-1, indicating very good liquidity over the coming
12 month period.  The outlook for the ratings is negative.


GBS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: GBS Construction, Inc.
        24 Glen Carran Circle
        Sparks, NV 89431
        Tel: (775) 351-2595

Bankruptcy Case No.: 06-50602

Chapter 11 Petition Date: August 23, 2006

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Internal Revenue Service           Taxes                 $363,000
Stop 5028LVG
110 City Parkway
Las Vegas, NV 89106

Reno Lumber                        Goods & Services      $250,995
680 Spice Islands Drive
Sparks, NV 89431

White Cap Industries               Goods & Services       $57,895
Department 33020
P.O. Box 3900
San Francisco, CA 94139-3020

CIT Group                          Purchase Money         $28,000
File #55603                        Security
Los Angeles, CA 90074-5603

Burton Components                  Goods & Services       $27,063
P.O. Box 1859
Fernley, NV 89408

DHC Supplies, Inc.                 Goods & Services       $24,332

Ford Motor Credit                  Purchase Money         $21,000
                                   Security

Reno Truss, Inc.                   Goods & Services       $17,250

Wells Fargo Bank                   Purchase Money         $16,500
                                   Security

Ford Motor Credit                  Purchase Money         $12,000
                                   Security

Te West, LLC                       Goods & Services        $6,379

Jack E. Kennedy & Assoc.           Goods & Services        $5,761

Ponderosa Wholesale Material       Goods & Services        $5,374

Berry Hinkley Instructies          Goods & Services        $3,291

Delta Fire Systems                 Goods & Services        $2,478

Mace                               Lease on Business       $1,975
                                   Premises

Sprint                             Goods & Services        $1,631

IQ Systems                         Goods & Services        $1,070

Western Power & Equip Trans        Goods & Services          $620

Sierra Pacific Power Company       Utility Bills             $378


GIANT INDUSTRIES: Sells Assets to Western Refining for $1.5 Bil.
----------------------------------------------------------------
The Boards of Directors of Giant Industries, Inc. and Western
Refining, Inc. have unanimously approved a definitive merger
agreement under which Western will acquire all of the outstanding
shares of Giant for $83 per share in cash.  The transaction is
valued at approximately $1.5 billion, including approximately $275
million of Giant's outstanding debt.

After completing the transaction, Western will be the fourth
largest publicly-traded independent refiner and marketer in the
United States with a total crude oil throughput capacity of
approximately 216,000 barrels per day (bpd).  In addition to
Western's 117,000 bpd refinery in El Paso, Texas, Western will
gain an East Coast presence with a 62,000 bpd refinery in
Yorktown, Virginia and will gain two refineries in the Four
Corners region of Northern New Mexico with a current combined
capacity of 37,000 bpd.  Western's primary operating areas will
encompass the Mid-Atlantic region, far West Texas, Phoenix and
Tucson, Arizona, Northern Mexico, Albuquerque, New Mexico and the
Four Corners region of Utah, Colorado, Arizona and New Mexico.

In addition to the four refineries, Western's asset portfolio will
include refined products terminals in Flagstaff, Arizona and
Albuquerque, as well as asphalt terminals in Phoenix, Tucson,
Albuquerque and El Paso.  Western's asset base will also include
159 retail service stations and convenience stores in Arizona,
Colorado and New Mexico, a fleet of 100 crude oil and finished
product truck transports, and two wholesale petroleum products
distributors -- Phoenix Fuel Co., Inc. in Arizona and Dial Oil Co.
in New Mexico.

"This transaction is a win for our shareholders, employees,
customers and the communities we serve," said Western's President
and Chief Executive Officer, Paul Foster.  "With Giant, we will
significantly increase our refining capacity in fast growing, high
demand areas and gain an immediate footprint in new, complementary
businesses.  With this enhanced growth platform and Western's
continued financial strength, we will be better able to capitalize
on the strong fundamentals in our industry and drive shareholder
value.

"The transaction provides Giant shareholders with a meaningful
return on their investment and recognizes the value of our
strategy and assets for our shareholders," Fred Holliger, Giant's
Chairman and Chief Executive Officer, said.  "The transaction also
offers our employees the opportunity to be part of a larger
organization with greater economies of scale and resources needed
for sustained success in our industry.  Western is a company that
we know well, and we believe that our employees will benefit from
the cultural fit.  I thank each of our employees for their many
contributions that have helped build Giant and achieve the
successes that enabled our shareholders to realize the significant
value this transaction will deliver.  Giant's Board of Directors
has unanimously approved the transaction and will recommend that
shareholders vote in favor of it.  We are committed to completing
the transaction as expeditiously as possible and to ensuring a
seamless transition."

                     Western Dividend Policy

It is currently anticipated that Western's Board of Directors will
continue its regular quarterly cash dividend of $0.04 per share on
Western's common stock.  However, declarations of dividends are
determined by the Board of Directors each quarter after its review
of Western's financial performance.

               Western Management and Headquarters

Following the close of the transaction, Paul Foster will remain
President and Chief Executive Officer of Western, and Fred
Holliger will serve as a special advisor to Western's Board of
Directors. The combined company will be headquartered in El Paso
and will maintain offices in Scottsdale.

                            Advisors

In connection with the transaction, Banc of America Securities LLC
is acting as sole financial advisor to Western, and Andrews Kurth
LLP and Robins, Kaplan, Miller & Ciresi, LLP are legal counsel.  
Deutsche Bank provided a fairness opinion to Giant and is acting
as sole financial advisor, and Ballard Spahr Andrews & Ingersoll,
LLP is legal counsel.

                     About Western Refining

Headquartered in El Paso, Texas, Western Refining, Inc.,
(NYSE:WNR) is an independent crude oil refiner and marketer of
refined products, operating primarily in the Southwest region of
the United States, including Arizona, New Mexico and West Texas.

                     About Giant Industries

Headquartered in Scottsdale, Arizona, Giant Industries, Inc.
(NYSE:GI) -- http://www.giant.com/-- is a refiner and marketer of  
petroleum products.  Giant owns and operates one Virginia and two
New Mexico crude oil refineries, a crude oil gathering pipeline
system based in Farmington, New Mexico, which services the New
Mexico refineries, finished products distribution terminals in
Albuquerque, New Mexico and Flagstaff, Arizona, a fleet of crude
oil and finished product truck transports, and a chain of retail
service station/convenience stores in New Mexico, Colorado, and
Arizona.  Giant is also the parent Company of Phoenix Fuel Co.
Inc. and Dial Oil Co., both of which are wholesale petroleum
products distributors.

                          *     *     *

Giant Industries Inc's senior subordinate debt and long-term
corporate family rating carry Moody's B3 and B1 ratings
respectively.  The ratings were placed with a stable outlook.

The Company's long-term local and foreign issuer credits carry
Standard & Poor's B+ ratings with a positive outlook.


GLOBAL DOCUGRAPHIX: U.S. Trustee Picks 7-Member Creditors' Panel
----------------------------------------------------------------
The U.S. Trustee for Region 6 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in Global
DocuGraphix, Inc., and Global DocuGraphix USA, Inc.'s chapter 11
cases:

        1. Kelly D. Matzenbacher, Chair
           Kim Montalvo
           5084 Dakota Run
           Littleton, CO 80125
           Tel: (720) 244-8287

        2. Linda Fornero
           Enterprise Group, a division of Weyerhaeuser
           P.O. Box 9777
           Federal Way, WA 98063
           Tel: (253) 924-7176
           Fax: (253) 924-7702

        3. Joseph A. Baden
           5601 Bintliff, Suite 530
           Houston, TX 77036
           Tel: (713) 668-9971
           Fax: (281) 235-8522

        4. David Reynolds
           PRINTEGRA
           403 Westpark Court, Suite A
           Peachtree City, GA 30269
           Tel: (770) 632-3507

        5. Robert Scott
           Rob-Roy, Inc.
           2632 Cactus Ave.
           Santa Rosa, CA 95401
           Tel: (707) 544-5875

        6. Joe Treadway
           Datamax Pioneer
           7656 E. 700th Avenue
           Robinson, IL 62454
           Tel: (800) 321-2233

        7. Brenda Bomber
           LABLE ART
           c/o WS Packaging Group
           1102 Jefferson Street
           Algoma, WI 54201-0127
           Tel: (920) 487-6229
           Fax: (920) 487-6349

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in Plano, Texas, Global DocuGraphix, Inc. --
http://www.gdxinc.com/-- is a commercial printing company  
offering products and solutions for printing, advertising,
marketing, office, and document management.  The Company and its
subsidiary, Global DocuGraphix USA, Inc., filed for chapter 11
protection on July 18, 2006 (Bankr. N.D. Tex. Case No. 06-32889)
Holland N. O'Neil, Esq., and Richard McCoy Roberson, Esq., at
Gardere, Wynne and Sewell LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they reported assets and debts totaling between $10 million and
$50 million.


GLOBAL DOCUGRAPHIX: Hance Scarborough Hired as Committee's Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the request of the Official Committee of Unsecured
Creditors appointed in Global DocuGraphix, Inc., and Global
DocuGraphix USA, Inc.'s chapter 11 cases, to employ Hance,
Scarborough Wright Ginsberg & Brusilow LLP, as its general
counsel.

Hance Scarborough is expected to:

   a) consult with the Debtor concerning the administration of the
      case;

   b) investigate the Debtor's acts, conduct, assets, liabilities,
      and financial condition, the operation of the Debtor's
      business, and any other matter relevant to the case or to
      the formulation of a plan;

   c) participate in the formulation of a plan and advise those
      represented by the Committee of the Committee's
      determinations as to any plan formulated;

   d) prepare on behalf of the Committee all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the representation of the Committee; and

   e) perform such other services as are in the interest of the
      Committee.

E. P. Keiffer, Esq., a Hance Scarborough partner, discloses that
the firm's professionals bill:

          Professional                    Hourly Rate
          ------------                    -----------
          Partners                        $325 - $500
          Associates                         $200
          Paralegals                       $50 - $110

Mr. Keiffer assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Plano, Texas, Global DocuGraphix, Inc. --
http://www.gdxinc.com/-- is a commercial printing company  
offering products and solutions for printing, advertising,
marketing, office, and document management.  The Company and its
subsidiary, Global DocuGraphix USA, Inc., filed for chapter 11
protection on July 18, 2006 (Bankr. N.D. Tex. Case No. 06-32889)
Holland N. O'Neil, Esq., and Richard McCoy Roberson, Esq., at
Gardere, Wynne and Sewell LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they reported assets and debts totaling between $10 million and
$50 million.


GRUPO IUSACELL: Posts MXP867 Mil. Net Loss in 2006 Second Quarter
-----------------------------------------------------------------
Grupo Iusacell, S.A. de C.V., generated MXP1,852 million of net
revenues in the second quarter of 2006, a 27% increase compared to
MXP1,460 million during the same period 2005.  The increase is
primarily a result of growth in postpaid revenues as well as
higher revenues from value added services mainly attributable to
an increase in the subscriber base.  Iusacell ended the second
quarter of 2006 with 2.0 million subscribers.

Iusacell registered a net loss of MXP867 million for the second
quarter of 2006, compared to a net loss of MXP34 million during
the same period in 2005.  This loss is mainly a result of an
increase in integral financing costs affected mainly by the
exchange loss derived from the increase in exchange rates of the
peso against the dollar.

During the second quarter of 2006, total cost, increased by 46% to
MXP1,115 million as compared to MXP763 million in the second
quarter 2005.  Operating expenses increased by 12% to MXP437
million, as compared to Ps $389 million in the same period 2005.

The increase in the total cost during the second quarter 2006
mainly reflects the increase in:

     a) handset subsidy;
     
     b) the costs related to value added services and
        interconnection costs as a result of the increase in
        airtime traffic and subscribers;

     c) technical expenses; and
    
     d) concessions rights.

The increase in operating expenses during the second quarter 2006
mainly reflects an increase in administrative expenses owing to
the creation of regional sales and customer care structures,
offset by the reduction in advertising expenses.

Iusacell's operating income before depreciation and amortization
for the second quarter of 2006 was MXP300 million, a decrease of
3% as compared to MXP308 million during the same period the year
before.

During the second quarter of 2006, the Company made investments of
approximately $17 million, mainly for the acquisition of cellular
equipment related to the expansion of coverage and capacity of
Iusacell's 3-G network and EV-DO services.

The Company continues with its debt restructuring process.  In
this respect and in furtherance of the debt restructuring process,
the Company has commenced various proceedings for the legal
implementation of the agreements reached with majority of its
creditors, which we expect to be accomplished shortly.

As of July 2006, Iusacell's subscribers will now have
international data service for easy access to mobile applications
as a result of Iusacell's entering into a new agreement with
Sprint of the USA.  The Sprint data roaming agreement for coverage
in North America is part of the international expansion of
Iusacell in 2006.

Iusacell is extending the network coverage for its clients through
data roaming agreements.  Under the terms of this agreement, users
will be able to have easy access to email, Internet and
corporative applications in the United States using selected
cellular telephones, intelligent devices and broadband mobile
cards as if they were connected to the local network of Iusacell.

                        About Grupo Iusacell

Headquartered in Mexico City, Mexico, Grupo Iusacell, S.A. de
C.V. (BMV: CEL) -- http://www.iusacell.com-- is a wireless  
cellular and PCS service provider in Mexico with a national
footprint.  Independent of the negotiations towards the
restructuring of its debt, Grupo Iusacell reinforces its
commitment with customers, employees and suppliers and
guarantees the highest quality standards in its daily operations
offering more and better voice communication and data services
through state-of-the-art technology, including its new 3G
network, throughout all of the regions in which it operate.

Grupo Iusacell filed for bankruptcy protection on June 18 under
Mexican Law to prevent creditors from disrupting its debt
restructuring talks.  On July 14, 2006, Gramercy Emerging
Markets Fund, Pallmall LLC and Kapali LLC, owed an aggregate
amount of $55,878,000 filed an Involuntary Chapter 11 Case
against Grupo Iusacell's operating subsidiary, Grupo Iusacell
Celular, S.A. de C.V. (Bankr. S.D.N.Y. Case No. 06-11599).  Alan
M. Field, Esq., at Manatt, Phelps & Phillips, LLP, represents
the petitioners.  Iusacell Celular then filed for bankruptcy
protection under Mexican Law on July 18.


GUITAR CENTER: S&P Raises Corporate Credit Rating to BB+ from BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Westlake Village, California-based Guitar Center Inc.,
a specialty music retailer, to 'BB+' from 'BB'.  The rating was
removed from CreditWatch, where it was placed with positive
implications on July 18, 2006.  The outlook is stable.

"The upgrade is based on the company's improved credit measures
due to better profitability and the conversion to equity of its
$100 million senior convertible notes," said Standard & Poor's
credit analyst Robert Lichtenstein.

EBITDA grew to $166 million from $110 million over the past two
years, driven by growth at Guitar Center retail stores and
Musician's Friend direct sales.  As a result, leverage declined,
with lease-adjusted debt to EBITDA at only 1.5x for the 12 months
ended June 30, 2006.

The rating on Guitar Center Inc. reflects the company's
participation in the highly fragmented music products retail
market, and its aggressive growth strategy.  These factors are
partially mitigated by the company's favorable market position and
good credit measures for the rating category.

Guitar Center is the largest retailer of music products in the
U.S., with about a 20% market share in a highly fragmented
industry, in which the top five music retailers account for only
about 30% of the industry's total sales.  Standard & Poor's
expects Guitar Center to expand its market share through new
store openings and acquisitions.

Operating trends continue to be positive, supported by growth at
Guitar Center retail stores and Musician's Friend direct sales.
Same-store sales at the Guitar Center stores rose 5.7% in the
first half of 2006, following gains of 6% in all of 2005 and 10%
in all of 2004.  Operating margins for the 12 months ended June
30, 2006, were unchanged at about 11%.  Higher selling margins and
operating efficiencies offset higher occupancy and freight costs.


GULFMARK OFFSHORE: Earns $13 Million in Quarter Ended June 30
-------------------------------------------------------------
GulfMark Offshore, Inc., earned $13 million of net income on
revenue of $58.4 million for the quarter ended June 30, 2006,
exceeding the record previously set in the third quarter of 2005.
Operating income of $18.8 million also established a new GulfMark
record.  Compared to the first quarter of 2006, net income more
than doubled while revenues increased over 22%.  The improvements
were directly related to improved day rates, increased vessel
utilization and the contribution from the newest addition to the
fleet.

Comparing the record 2006 second quarter results to the same
quarter in 2005 when net income was $8.3 million on revenue of
$51.3 million, both net income and revenue increased 58% and 14%
respectively.  The $7.1 million increase in revenue in 2006 over
the same quarter in 2005 is attributable to improvements in day
rates of $4.1 million, utilization of $2.3 million and the full
quarter effect of four of the Company's new builds of $2.2
million.  Partially offsetting was a decrease of $1.5 million
related to the termination of the bareboat leased vessel at the
beginning of 2006.

Bruce Streeter, President and COO, stated: "The historic levels of
operating income and net income achieved in the quarter reflect
both the underlying strength of the markets we serve and the
improvements we indicated would come as we completed the bulk of
our dry dock requirements for the year.  With more than two thirds
of our planned dry docks completed in the first half we will have
an increased number of vessel days available in the second half of
the year.  We therefore are looking forward to the balance of the
year and into 2007 when we believe we will see continued
improvement in term day rates."

"Our second quarter performance is attributable to a number of
positive factors.  The contribution from the earlier new build
program has been identifiable for sometime, but we are now
benefiting from the current building program as our most recent
delivery, the Sea Guardian, is on contract and continues to work
at a favorable rate.  In comparison to the second quarter of 2005,
we also have had the benefit of the two vessels working in Mexico
and the Sea Intrepid that delivered late last year."

"In the North Sea, the two large anchor handling vessels operating
in the spot market have experienced excellent results including a
number of days at all-time record day rates.  Demand continues to
be strong and we have been working with customers to try and
balance their vessel needs as best we can with our near term dry
dock requirements.  We moved one vessel from the Americas to the
North Sea and, while we did most of the planned dry docks, we were
not able to complete all of those we hoped to do in the second
quarter.  In Southeast Asia, we benefited from the increased fleet
size, improving rates and increased utilization. In the Americas,
the fleet size was reduced by the one vessel that transferred to
the North Sea, but the rest of the fleet, all on long term
contracts, performed well with no lost revenue days."

At June 30, 2006 GulfMark had working capital of $43.3 million,
including $25.5 million in cash.  The Company had total debt of
$240.9 million, consisting of $159.5 million of senior notes,
$80.9 million outstanding under the new credit facility and
$500,000 related to the Aker Joint Venture capital contribution.

GulfMark Offshore Inc. -- http://www.gulfmark.com/-- provides  
marine transportation services to the energy industry through a
fleet of 60 offshore support vessels, primarily in the North Sea,
offshore Southeast Asia, and the Americas.

                         *     *     *

As reported in the Troubled Company Reporter on June 13, 2006,
Standard & Poor's Rating Services affirmed its 'BB-' corporate
credit rating on oilfield services company GulfMark Offshore Inc.
and downgraded the company's 7.75% senior notes due 2014 to 'B+'
from 'BB-'.  The outlook is negative.


GUY BELL: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Guy A. Bell
        2712 Tallow Tree Road
        Woodstock, MD 21163-1462

Bankruptcy Case No.: 06-15040

Type of Business: The Debtor filed for chapter 11 protection on
                  April 21, 2006 (Bankr. D. Md. Case No. 06-
                  12261).

Chapter 11 Petition Date: August 22, 2006

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Howard M. Heneson, Esq.
                  Howard M. Heneson, P.A.
                  810 Glen Eagles Court, Suite 301
                  Towson, MD 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389

Total Assets: $1,157,850

Total Debts:  $1,482,967

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Tax Lien              $306,730
Special Procedures Division
31 Hopkins Plaza, Room 1120      2712 Tallow Tree      $306,728
Baltimore, MD 21201              Road, Woodstock, MD

                                 Income Tax Due         $50,000

Comptroller of Treasury          State Tax Lien         $65,529
Compliance Division
301 West Preston Street
Suite 409
Baltimore, MD 21201

American Express                 Credit                 $47,258
P.O. Box 297871
Fort Lauderdale, FL 33329

Citifinancial                    Credit                 $17,208
3695 Offutt Road
Randallstown, MD 21133

WFS Financial                    Vehicle Loan           $12,639
23 Pasteur                       Deficiency
Irvine, CA 92618-3816

Byron Bell                       Current Child Support  $10,390

Wachovia                         2002 Jaguar XKR         $9,991

BUCS Federal                     Line of Credit          $9,842

WF Finance                       Credit                  $6,992

Waterloo Group LP                Judgment                $5,257

Hunter Warfield                  Credit                  $5,198

Wells Fargo Financial            Credit                  $1,019

WFFinancial                      Credit                    $983

Verizon Maryland                 Phone                     $407


HARVEST ENERGY: Buys Newfoundland Crude Refinery for CDN$1.6 Bil.
-----------------------------------------------------------------
Harvest Energy Trust entered into an agreement to acquire North
Atlantic Refining Limited and related businesses from Vitol
Refining Group B.V. for CDN$1.6 billion, plus certain working
capital and other adjustments.  In conjunction with this
transaction, Harvest has expanded its credit facilities to
CDN$2.2 billion, including bridge financing, to initially fund
the purchase.  Closing of the transaction is anticipated by
mid-October, subject to regulatory and other approvals.

The principal asset of North Atlantic is a medium gravity,
sour-crude hydrocracking refinery located in Come by Chance,
Newfoundland, with current crude capacity of 115,000 barrels per
stream day.  The refinery's gasoline, ultra low sulphur diesel
and jet fuel meet the most stringent specifications and the
majority of products are sold into premium markets in the United
States.  In addition to an experienced workforce, the acquisition
also includes a marketing division in Newfoundland with 69 gas
stations, a home heating business that services 20,000 residential
and commercial customers, the supply of refined products to
commercial and wholesale customers and the bunkering of refined
petroleum products.  In the first half of 2006, North Atlantic
and the related businesses reported operating cash flow of
CDN$214 million.

The refinery feedstock is predominately medium gravity, sour crude
oil.  With the correlation of sour crack spreads and medium/heavy
oil differentials, the acquisition will enable Harvest to
financially integrate its existing portfolio of oil and natural
gas assets and extend the value chain, creating a more fully
integrated operation.

"This is another defining transaction for Harvest that provides
significant cash flow accretion and long term sustainability
benefits for Harvest unitholders," said John Zahary, Harvest's
President and CEO.  "It is consistent with our core business
strategy of targeting and acquiring value creating assets and
extracting greater value from our operations to benefit our
stakeholders.  This transaction is expected to result in a lower
payout ratio, and an expansion of our value chain to include
refining margins.  This should reduce cash flow volatility through
various business cycles.  We are very excited about the
opportunities this acquisition presents for Harvest unitholders."

"For the past 12 years North Atlantic has enjoyed steady growth
in the oil industry, with current clean fuel exports exceeding
CDN$2 billion annually, making us one of the top operating
refineries in the country," said Gunther Baumgartner, President
and Refinery Manager, North Atlantic.  "We look forward to working
with Harvest Energy Trust to continue building on the success
we've already achieved at North Atlantic."

                 Benefits to Harvest Unitholders

This transaction positions Harvest as the only integrated Canadian
energy royalty trust and offers these significant benefits for
stakeholders:

1) Vertical Integration and Extending the Value Chain

   Harvest's upstream expertise is complemented by North
   Atlantic's downstream capabilities resulting in a
   diversification of the business and asset base;

2) Improved Cash Flow Characteristics

   Provides improved future cash flow stability and is accretive
   to projected 2007 cash flow per unit by 26% with the existing
   financing structure.  After anticipated refinancing and reduced
   debt levels, we expect the transaction will be accretive to
   projected 2007 cash flow per unit by approximately 10%;

3) Lower Payout Ratio

   2007 payout ratio is expected to be reduced to between 50% and
   60% based on current distribution levels and current expected
   commodity prices;

4) Long Life Asset

   Increases our economic life index to approximately 16 years as
   the refinery's remaining useful life exceeds 30 years and may
   be extended indefinitely through our anticipated repair and
   maintenance program;

5) Strong Growth Potential

   Several value enhancing capital projects have been identified
   to improve operations, increase throughput and increase the
   yield of higher valued products, thereby further enhancing
   Harvest's long term sustainability;

6) Attractive Acquisition Metrics
  
   The purchase price represents a transaction multiple of
   approximately 3.7 times the trailing twelve months operating
   cash flow, and an acquisition cost of $13,900 per BPSD;

7) Natural Hedge to Medium/Heavy Crude Oil Differentials

   When medium/heavy oil differentials widen, the cost of
   medium/heavy sour feedstock is reduced and Harvest can earn
   higher margins on refined products, thus offsetting lower price
   realizations on our western Canadian oil production;

8) Differentiation

   As an integrated energy trust in Canada, Harvest offers
   unitholders a unique, diversified and sustainable business
   model with strong cash flow characteristics from both our oil
   and natural gas operations as well as the North Atlantic
   refinery business unit;

9) Critical Mass

   With an enterprise value of approximately CDN$6.3 billion,
   Harvest will be one of the largest Canadian energy trusts and
   stands to benefit from a lower cost of capital, increased
   liquidity, greater index weightings and the opportunity to
   attract new investors.

         Crude Oil Supply and Product Offtake Agreement

Harvest has negotiated an agreement with a division of Vitol
whereby they will continue to supply the crude oil feedstock for
the North Atlantic refinery and will provide for the marketing of
its refined products outside Newfoundland. Vitol is one of the
world's largest physical traders and marketers of crude oil and
petroleum products.  The supply and marketing arrangement provides
a reliable and economic source of crude oil feedstocks, and
ensures the competitive marketing of the refined products.  
Harvest will work with Vitol to ensure supply is acquired from the
most economic crude sources available in the world market and that
refined products continue to be sold in premium markets.

                            Financing

The acquisition of North Atlantic will be initially financed
through an underwritten credit facility led by CIBC World Markets
and TD Securities. Subsequently, our bank debt will be reduced
through a combination of equity capital, long-term debt and
internally generated cash flow.

CIBC World Markets acted as a financial advisor to Harvest with
respect to this acquisition.  Vitol was advised by Deutsche Bank
Securities Inc.

                          2007 Guidance

Based on current commodity price expectations, Harvest anticipates
that our 2007 cash flow per unit would be between $7.50 and $8.50,
resulting in a payout ratio between 60% and 50% based on current
distribution levels.  Maintenance capital for the refinery is
estimated to be approximately $40 million.

For Harvest's western Canadian oil and natural gas operations in
2007, production is forecast to average 65,000 - 67,000 boe/d,
capital expenditures are expected to be $300 million, and
operating expenses are anticipated to be $10.00/boe.  General and
administrative expenses are expected to be $1.35/boe, while
distribution taxability for 2007 is anticipated to be 100%.

                      About Harvest Energy

Headquartered in Calgary, Alberta, Harvest Energy Trust (TSX:
HTE.UN)(NYSE: HTE) http://www.harvestenergy.ca/is a Canadian  
energy royalty trust, focused on identifying opportunities to
create and deliver value to unitholders through monthly
distributions and unit price appreciation.  With an active
acquisition program and the technical approach taken to maximizing
our assets, the Trust strives to grow cash flow per unit.  Harvest
offers unitholders a sustainable trust with a combined economic
life index of 16 years, and current production from our oil and
gas business weighted 70% to crude oil and liquids and 30% to
natural gas.

                          *     *     *

As reported in the Troubled Company Reporter on July 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on Harvest Energy Trust and its 'B-'
senior unsecured debt rating on Harvest Operations Corp., a
wholly owned subsidiary of Harvest Energy, and removed the ratings
from CreditWatch with positive implications, where they were
placed Nov. 29, 2005, following the announcement that Viking
Energy Royalty Trust and Harvest Energy agreed to merge.  The
outlook is stable.


HEXION SPECIALTY: Rationing Formaldehyde Products in North America
------------------------------------------------------------------
Hexion Specialty Chemicals disclosed that its Phenolics and Forest
Products Division declared force majeure for formaldehyde and
formaldehyde-derived products in North America.

The declaration followed the Company being placed on allocation
for methanol, as two major methanol producers declared force
majeure.

The Company also disclosed that with the raw material limitations,
it is allocating its available supply of formaldehyde and
formaldehyde derived products in North America among its customers
during the force majeure period, dependent on logistics.  Methanol
is a key raw material in the production of formaldehyde and
formaldehyde-derived products used in a wide range of engineered
wood resins, specialty wood adhesives and other applications.

The Company further disclosed that it is working with all impacted
customers to mitigate the effects of the supply interruption on
its operations and customer deliveries and that the duration of
the force majeure period and the potential financial impact of the
situation on the Company are still unknown.

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc.
-- http://hexionchem.com/-- makes thermosetting resins (or  
thermosets).  Thermosets add a desired quality (heat resistance,
gloss, adhesion) to a number of different paints and adhesives.
Hexion also makes formaldehyde and other forest product resins,
epoxy resins, and raw materials for coatings and inks.  The
Company has 86 manufacturing and distribution facilities in 18
countries.

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services assigned its 'B+' rating and
its recovery rating of '3' to Hexion Specialty's $1.675 billion
senior secured term loan and synthetic letter of credit
facilities.

The rating on the existing $225 million revolving credit facility
was lowered to 'B+' with a recovery rating of '3', from 'BB-' with
a recovery rating of '1', to reflect the similar security package
as the new term loan and synthetic letter of credit facility.

The ratings on the existing senior second secured notes were
raised to 'B', with a recovery rating of '3', from 'B-' with a
recovery rating of '5'.  The ratings on the senior second secured
notes reflect the amount of priority claims of the revolving
facility and the first-lien term loan lenders.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Hexion and revised the outlook to stable from
negative.


HONEY TREE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Honey Tree Learning Center, Inc.
        1131 Main Street
        Hanson, MA 02341

Bankruptcy Case No.: 06-12843

Chapter 11 Petition Date: August 23, 2006

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Leonard Ullian, Esq.
                  Law Office Of Ullian & Associates, Inc.
                  220 Forbes Road, Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980
                  Fax: (781) 848-0819

Estimated Assets: Unknown

Estimated Debts:  Unknown

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


HORIZON LINES: Earns $6.4 Million in 2006 Second Quarter
--------------------------------------------------------
Horizon Lines, Inc., reported net income of $6.4 million for the
second quarter ended June 25, 2006, compared to a net loss of $4.1
million in the 2005 second quarter.

After adjustment to exclude non-recurring transaction-related
expenses associated with a secondary stock offering in 2006 and an
initial public stock offering in 2005, adjusted net income was
$7 million in the second quarter of 2006, compared to adjusted net
income of $4.4 million in the second quarter of 2005.

Operating revenue increased by $19.3 million or 7.1% to
$289.8 million for the second quarter of 2006 versus
$270.5 million in the 2005 second quarter.  Freight rate and cargo
mix improvements more than offset some modest volume softness in
the second quarter of 2006 compared to 2005.

Operating income for the second quarter 2006 was $22.4 million
compared to $12 million in the second quarter of 2005.  Absent the
non-recurring transaction-related expenses, second quarter 2006
operating income would have been $23.3 million, an increase of
$5.1 million or 28.0% over $18.2 million in the second quarter of
2005.

Earnings before interest expense, taxes, depreciation and
amortization was $39.8 million for the second quarter of 2006,
compared to $29.3 million for the 2005 second quarter.  Excluding
the non-recurring transaction-related expenses, EBITDA was
$40.7 million in the 2006 second quarter versus $36 million in the
second quarter of 2005, an improvement of $4.7 million or 13.1%.

"The second quarter 2006 was another great one for Horizon Lines,"
said Chuck Raymond, President and Chief Executive Officer.  "We
produced our 18th consecutive quarter of adjusted EBITDA growth
and enjoyed double digit gains in all earnings measures.  Our
vessel fleet enhancement program is ahead of schedule, and we have
launched our customer focus and service efficiency program,
Horizon Edge.  Also, we continue to invest in our container fleet
as part of our rolling stock replacement program, with the
acquisition of 1,250 new containers in the second quarter.  
Horizon Lines was again recognized for service excellence, the
fourth such customer award in 2006."

The Company updated its earnings guidance for the full year 2006,
with projections of operating revenue at $1,155 - $1,165 million.
Earnings guidance for the third quarter of 2006 was also provided,
with forecasts of operating revenue of $305 - $310 million and
EBITDA of $48 - $51 million.

Headquartered in Charlotte, North Carolina, Horizon Lines, Inc. --
http://www.horizonlines.com/-- is the U.S.'s leading Jones Act  
container shipping and integrated logistics company and is the
ultimate parent company of Horizon Lines Holding Corp., and
Horizon Lines LLC.  The Company accounts for approximately 37% of
total U.S. marine container shipments from the continental U.S. to
the three non-contiguous Jones Act markets, Alaska, Hawaii and
Puerto Rico, and to Guam.

                         *     *     *

As reported in the Troubled Company Reporter on March 2, 2006,
Standard & Poor's Ratings Services revised its outlook on Horizon
Lines Inc., a cargo shipping company based in Charlotte, North
Carolina, to positive from stable.  At the same time, the 'B'
corporate credit rating was affirmed.


INEX PHARMA: Files Proxy Materials for Shareholders' Meeting
------------------------------------------------------------
Inex Pharmaceuticals Corporation has filed with securities
regulators in Canada and mailed to shareholders the information
circular and proxy materials for the shareholders' meeting on
Sept. 20, 2006, at which it will seek approval to spin-out the its
technology, products, cash and partnerships into Tekmira
Pharmaceuticals Corporation.

Timothy M. Ruane, president and chief executive officer, said the
spin-out transaction will be the culmination of a number of recent
achievements for the Company.  "INEX has been very successful over
the past number of months including closing the Hana Biosciences,
Inc. product development partnership, announcing and then
expanding the collaboration with Alnylam Pharmaceuticals, Inc. and
eliminating our convertible debt."

Mr. Ruane said, "We are confident that Tekmira will become a
company with all the attributes necessary to take INEX's promising
oligonucleotide-based products forward into clinical trials, to
work with and benefit from the product development achievements of
INEX's existing partners and to build significant value for
shareholders."

The spin-out of Tekmira will take place by way of a Plan of
Arrangement between the Company and its shareholders.

Highlights of the spin-out include transferring to Tekmira:

   - all of the Company's pharmaceutical assets and its two
     technology platforms;

   - all of the Company's cash; and

   - the Company's pharmaceutical partnerships with Hana
     Biosciences, Inc. and Alnylam Pharmaceuticals, Inc.

All of the Tekmira shares will be distributed to the Company's
common shareholders and its current management team and employees
will join Tekmira in the same positions they occupy in the
Company.

Completion of the Plan of Arrangement will allow the Company to
complete a financing with an investor group led by Sheldon Reid,
co-founder of Energy Capitol Resources Ltd.  The Investor Group
will invest up to $5.6 million in the Company by way of
convertible debentures.  Upon conversion of the debenture
following the completion of the reorganization, the Investor Group
will hold 100% of non-voting shares in the Company and 80% of the
total number of shares outstanding.  The current common
shareholders of the Company will own 20% of the equity of the
Company and 100% of the Tekmira shares.

The Investor Group plans to raise additional capital and acquire a
new business for the Company.  The money received by the Company
as part of the corporate reorganization will be paid to the
previous holders of the Company's convertible debt.

In addition to shareholder approval, the Tekmira spin-out is
subject to regulatory and court approvals.  It is also a condition
of the spin-out that ongoing litigation with Protiva
Biotherapeutics Inc., be transferred from the Company to Tekmira
and all claims against the Company be extinguished.  Protiva has
publicly announced that they intend to oppose the transfer of
assets to Tekmira, which would include agreements entered into
with Protiva.

Based in Vancouver, Canada, Inex Pharmaceuticals Corporation
(TSX: IEX) -- http://www.inexpharma.com/-- is a biopharmaceutical  
company developing and commercializing proprietary drugs and drug
delivery systems to improve the treatment of cancer.

                         *     *     *

At Dec. 31, 2005, the Company's balance sheet showed a
CDN$21.4 million total shareholders' deficiency, compared to
CDN$12.6 deficiency at Dec. 31, 2004.


INTERSTATE BAKERIES: Sharing Secret Data to JPMorgan, Equity Panel
------------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri to:

   (a) incorporate JPMorgan Chase Bank, N.A.,  and the Official
       Committee of Equity Security Holders into the Joint
       Interest Motion;

   (b) approve the JPMorgan and Equity Committee Agreements, as
       well as the Creditors Committee Agreement; and

   (c) grant the motion for protective order with JPMorgan, the
       Equity Committee and the Creditors Committee.

JPMorgan Chase Bank, N.A., as administrative agent under the
Amended and Restate Credit Agreement dated April 25, 2002, and
the Official Committee of Equity Security Holders sought
information from the Debtors with respect to the investigation of
potential causes of action against third parties.

Some of the requested information is sensitive to the Debtors'
business operations, Samuel S. Ory, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in New York, contends.

The Debtors agree to share confidential information with JPMorgan
and the Equity Committee.  In return, JPMorgan and the Equity
Committee agree to maintain the information as confidential.

To facilitate communication with JPMorgan and the Equity
Committee regarding the Investigations and their interests, the
parties signed an agreement essentially similar to the Agreement
signed by the Debtors and the Official Committee of Unsecured
Creditors.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 46; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


JADE SUMMIT: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jade Summit, LLC
        1914 South Highland Avenue
        Las Vegas, NV 89102

Bankruptcy Case No.: 06-12180

Type of Business: The Debtor is a project contractor.

Chapter 11 Petition Date: August 23, 2006

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Zachariah Larson, Esq.
                  Larson & Stephens, LLC
                  425 South Sixth Street
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169

Total Assets: $6,760,790

Total Debts:  $8,536,032

Debtor's 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Ferguson Enterprises, Inc.         Business Expenses   $1,038,946
4770 East 48th Street
Los Angeles, CA 90058

Hughes Supply Inc.                 Business Expenses     $640,730
P.O. Box 79382
City of Industry, CA 91716

Summit Sand & Gravel               Business Expenses     $484,872
P.O. Box 230789
Las Vegas, NV 89105

Ahern Rentals                      Business Expenses     $391,921
4241 South Arville
Las Vegas, NV 89103

Roger and Linda Winkle             COL-98 1055           $385,000
770 Welch Road                     Trencher
Palo Alto, CA 94304

Rebel Oil                          Fuel                  $383,211
2200 South Highland
Las Vegas, NV 89102

Caterpillar Financial Services     330CL Caterpillar     $194,548
2120 West End Avenue
P.O. Box 340001                    Caterpillar 962Gll    $165,302
Nashville, TN 37203                Wheel Loader

Cashman Equipment Company          Business Expenses     $334,074
File #56751
Los Angeles, CA 90084-5761

Neff Rental, Inc.                  Business Expenses     $291,140
P.O. Box 41321
Los Angeles, CA 90074

APCO Equipment                     Business Expenses     $275,243
3432 North 5th Street North
Las Vegas, NV 89032

Bank of Nevada                     Business Expenses     $250,000
2700 West Sahara Avenue
Las Vegas, NV 89102

Jensen Precast                     Business Expenses     $224,945

Ocean Pacific Fisheries            Business Expenses     $217,000

Blaine Equipment                   Business Expenses     $210,271

Allied Trench Shoring              Business Expenses     $127,173
                                   
Citifinancial Services, Inc.       Hitachi ZX270         $126,149

NRL Rental - Volvo Rents           Business Expenses     $121,517

Flaitron Capital Corp.             Business Expenses     $117,831

Southern Nevada Storm Drain        Business Expenses     $110,673


JEAN COUTU: Rite Aid Purchase Deal Cues DBRS to Review Ratings
--------------------------------------------------------------
Dominion Bond Rating Service placed the ratings of Jean Coutu
Group Inc., Under Review with Developing Implications following
the announcement that the Company has entered into an agreement to
sell its Eckerd and Brooks stores to Rite Aid for cash and stock.  

   * Bank Credit Facilities Under Review - Developing B (high)
   * Senior Unsecured Debt Under Review - Developing B
   * Senior Subordinated Debt Under Review - Developing B (low)

The current ratings are B (high) for the Bank Credit Facilities, B
for the Senior Unsecured Debt and B (low) for the Senior
Subordinated Debt.

DBRS notes that Jean Coutu and Rite Aid have announced an
intention to transfer $850 million of Jean Coutu's existing
8.5% Senior Subordinated Notes to Rite Aid, subject to certain
conditions.  Jean Coutu has indicated that the indenture governing
these securities allows Rite Aid to assume these liabilities along
with the Brooks and Eckerd assets.  If this transfer is completed,
DBRS will conduct a further review regarding the appropriate
rating for that debt.

Jean Coutu has also announced intentions to retire the other debt
facilities.  Ratings on these facilities will likely be withdrawn
at that time.


JOHN EVANS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: John M. Evans
        aka Time to Make a Change
        15 Birch Street
        Worcester, MA 01610
        Tel: (508) 756-1140

Bankruptcy Case No.: 06-41581

Chapter 11 Petition Date: August 18, 2006

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Robert Osol, Esq.
                  Melia & Osol
                  16 Harvard Street
                  Worcester, MA 01609
                  Tel: (508) 753-5552
                  Fax: (508) 798-4040

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


JUDITH MAY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Judith May
        dba Connacht Construction
        440 Plain Street
        Braintree, MA 02184

Bankruptcy Case No.: 06-12877

Chapter 11 Petition Date: August 24, 2006

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: Leonard Ullian, Esq.
                  Law Office Of Ullian & Associates, Inc.
                  220 Forbes Road, Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980
                  Fax: (781) 848-0819

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


L & K TRUSS: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: L & K Truss and Components, LLC
        21132 State Highway 5
        Unionville, MO 63565-3383
        Tel: (660) 947-3605
        Fax: (660) 947-3605

Bankruptcy Case No.: 06-43755

Type of Business: The Debtor manufactures building and
                  structural wood members.

Chapter 11 Petition Date: August 18, 2006

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Fredrich J. Cruse, Esq.
                  The Cruse Law Firm, P.C.
                  718 Broadway, P.O. Box 914
                  Hannibal, MO 63401-0914
                  Tel: (573) 221-1333
                  Fax: (573) 221-1333

Total Assets:   $778,300

Total Debts:  $1,654,772

Debtor's 17 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
North Central Rural Housing               $127,000
Development Corporation
P.O. Box 220
Milan, MO 63556

Ron Roof                                   $76,182
2210 Dewey
Unionville, MO 63565

Willet Lumber Co. Inc.                     $50,634
1419 East Washington Street
Louisville, KY 40231

North West Development Corporation         $35,000
1001 West Grands
Cameron, MO 66429

Mitek                                      $29,598
4399 Collections Center Drive
Chicago, IL 60607

Stark Forest Products                      $29,299

R & L Boone                                $27,500

Space Joist                                $27,175

Mo Energy                                  $27,000

Lumber One Co.                             $22,949

American Express                           $22,739

Minnick Supply                             $17,000

Discover                                   $15,000

Management Recruiters of Sioux Falls       $13,986

Truswal Systems                            $11,790

Menards c/o HSBC Business Solutions         $8,212

Bank of America                             $7,500


LAMAR ADVERTISING: Launches $250 Million Stock Repurchase Plan
--------------------------------------------------------------
The Board of Directors of Lamar Advertising Company has authorized
the repurchase of up to $250 million of the Company's Class A
Common Stock from time to time for a period not to exceed 18
months.  The share repurchases may be made in the open market or
in privately negotiated transactions.

This new repurchase program follows the completion of the stock
repurchase program that was announced in November 2005, which
earlier program was completed in July 2006, whereby the Company
repurchased $250 million, or approximately 4.9 million shares,
of its outstanding Class A Common Stock.

The timing and amount of any shares repurchased under the new
repurchase program will be determined by Lamar's management based
on its evaluation of market conditions and other factors.  The
repurchase program may be suspended or discontinued at any time.

Any repurchased shares will be available for general corporate
or other purposes.  Additionally, Lamar management has been
granted authority to establish a trading plan under Rule 10b5-1 of
the Securities Exchange Act of 1934 as part of the repurchase
program, which will allow the Company to repurchase shares in the
open market during periods in which the stock trading window is
otherwise closed for the Company.

The repurchase program will be funded using working capital,
availability under the Company's revolving credit facility and
future cash flows.

                    About Lamar Advertising

Headquartered in Baton Rouge, California, Lamar Advertising
Company,(Nasdaq: LAMR) -- http://www.lamar.com-- provides outdoor  
advertising services in the United States and Canada.  
It offers outdoor advertising displays.  The company serves
restaurants, retailers, automotive, real estate, hotels and
motels, health care, service, gaming, financial, and amusement
industries.

                        *     *     *

Lamar Advertising's 2-7/8% Convertible Notes dues 2010 carry
Moody's Investors Service B2 rating and Standard & Poor B
Rating.


LEAR CORP: Incurs $6.4 Million Net Loss in 2006 Second Quarter
--------------------------------------------------------------
Lear Corporation posted record net sales of $4.8 billion and
pretax income of $31.5 million, which included costs related to
restructuring actions, impairments, and other special items of
$24 million, for the second quarter of 2006.  The results for the
second quarter of 2006 compare to year-earlier net sales of
$4.4 billion and a pretax loss of $50.4 million, including costs
related to restructuring actions and other special items of
$79.5 million.

Net loss for the second quarter of 2006 was $6.4 million.  This
compares with a net loss of $44.4 million, for the second quarter
of 2005.

Net sales were up from the prior year, primarily reflecting the
addition of new business globally, offset in part by lower
production on several Lear platforms in North America and Europe.
Operating performance improved from the year earlier results
primarily due to the increase in net sales as well as benefits
from cost and operating efficiencies in the Company's core
businesses.  These improvements were offset in part by higher raw
material costs.

"The Lear team remains focused on improving quality and ensuring
flawless launch execution while we aggressively implement cost
improvement and operating efficiency initiatives," said Bob
Rossiter, Lear Chairman and Chief Executive Officer.  "Although
there are many challenges facing our industry, we are taking
aggressive actions to address these issues and further improve our
operating results.  We will continue to be product-line
focused; competitive on a global basis; and dedicated to working
collaboratively with our customers."

Free cash flow was positive $800,000 for the second quarter of
2006. Net cash provided by operating activities was $74.8 million.

Quality and customer satisfaction measures remain at high levels,
and the Company continued to win recognition from customers around
the world.  Second quarter awards include "Supplier of the Year"
from General Motors and Special Recognition for Customer Service
from Ford Motor Company.  Recognition was also received from
Toyota, Mazda and Volkswagen for excellence in quality and
customer service.  Lear continues to be ranked as the highest
quality major seat supplier in the 2006 J. D. Power Seat Quality
Report.

Lear also made progress on important strategic initiatives,
including the signing of a definitive agreement to contribute
substantially all of its European Interiors business to
International Automotive Components Group, LLC in return for a 34%
equity interest, subject to adjustment, and the Company continued
to aggressively expand its business in Asia and with Asian
automakers globally.

During the quarter, Lear was awarded several new programs in
China, and in India, Lear won its first business with Tata Motors.
In addition, Lear opened a new TACLE joint venture facility in
Sunderland, England with its Japanese partner Tachi-S, to support
future vehicle programs with Nissan in Europe.  This is Lear's
third TACLE joint venture facility, including a plant under
construction in Mt. Juliet, Tennessee to serve Nissan in North
America and a facility in China to serve Asia.  Lear's plant in
Montgomery, Alabama is ramping up to full production to supply
seats for the all-new Hyundai Santa Fe sport utility vehicle and
another new location in San Antonio, Texas will be supplying
interior trim for the 2007 Toyota Tundra.

                  Full-Year 2006 Outlook

For the full year of 2006, Lear expects record worldwide net sales
of approximately $18 billion, reflecting primarily the addition of
new business globally, partially offset by unfavorable platform
mix.  Net sales guidance is up about $300 million from the prior
guidance reflecting primarily the forecast for a stronger Euro.

Lear anticipates 2006 income before interest, other expense,
income taxes, impairments, restructuring costs and other special
items (core operating earnings) to be in the range of $400 to
$440 million, unchanged from the prior guidance.  This compares
with $325 million a year ago.

Restructuring costs for 2006 are estimated to be in the range of
$120 to $150 million.  Interest expense is estimated to be in the
range of $220 to $230 million in 2006, compared with $183 million
last year.

Pretax income before impairments, restructuring costs and other
special items is estimated to be in the range of $120 to
$160 million.  This compares with $97 million last year.  Cash
taxes are estimated to be within a range of $80 to $100 million,
compared with $113 million last year.

Free cash flow is expected to be in the range of positive $50 to
$100 million, compared with negative $419 million a year ago.  
This reflects improved earnings, lower capital spending, reduced
tooling and engineering costs and improved net working capital,
offset in part by higher cash costs for restructuring.  Net cash
provided by operating activities for 2005 was $561 million.

Capital spending in 2006 is estimated at approximately
$400 million, down from last year's peak level due primarily to
lower launch activity.  Depreciation and amortization are expected
to be in the range of $410 to $420 million, compared with
$393 million last year.

Industry production assumptions underlying Lear's financial
outlook include 15.7 million units in North America, which is down
slightly from a year ago, and 19 million units in Europe, roughly
flat with a year ago.  


                           About Lear Corp

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

                          *     *     *

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


LIBBEY INC: Posts $9.6 Million Net Loss in 2006 Second Quarter
--------------------------------------------------------------
Libbey Inc. reported a net loss of $9.6 million for the second
quarter ended June 30, 2006, compared with a net loss of $900,000
in the prior year quarter.  The net loss for the quarter included
a total of $13.4 million in special charges related to the
consolidation of two of its recently acquired Mexican facilities
and the write-off of finance fees.

The Company posted second quarter adjusted net income, excluding
special charges of $3.9 million, as compared with $3.4 million for
the year-ago quarter.

Sales increased 9.3% to $158 million from $144.5 million in the
prior year second quarter.  The increase in sales was primarily
attributable to the consolidation of sales of Crisa, the Company's
former joint venture in Mexico, for the last two weeks of June, a
more than 10% increase in shipments to retail and export glassware
customers and shipments of Traex products, an 8% increase in
shipments of Royal Leerdam and Crisal products and a 5% increase
in sales to foodservice glassware customers.  Shipments of
Syracuse China products were down approximately 8% as the result
of the work stoppage early in the quarter and shipments of World
Tableware products were down slightly.  Excluding Crisa's sales,
sales were up 4.0% in total.

The Company reported a loss from operations of $4.1 million during
the quarter, as compared to income from operations of $2.5 million
in the year-ago quarter.  Income from operations, excluding
special charges, was $11 million during the quarter, as compared
to $8.9 million for the year-ago quarter.

                        Six-Month Results

For the six months ended June 30, 2006, sales increased 6.8% to
$292.9 million from $274.3 million in the year-ago period.
Excluding Crisa's sales during the last two weeks of June 2006,
sales increased 4% compared with the first six months of 2005.

This increase in sales was attributable to increases of at least
8% in shipments to foodservice glassware customers, retail
customers, export customers, Traex customers and Crisal customers.
Sales of Royal Leerdam products increased almost 2% as compared to
the first six months of 2005.  Shipments to industrial customers
were down over 10% during the first half of 2006, while shipments
of Syracuse China and World Tableware products were down slightly.

Libbey reported a loss from operations of $1.1 million during the
first six months of 2006 as compared to income from operations of
$2.6 million during the year-ago period.  Adjusted income from
operations, excluding special charges, was $14.1 million for the
first six months of 2006, as compared to $12 million for the year-
ago period.  Contributing to the increase in adjusted income from
operations were higher sales, higher production activity and
improved operating results at Crisal in Portugal.

Equity earnings from Crisa were $2 million on a pretax basis, as
compared to a pretax loss of $200,000 in the year-ago period. The
increased equity earnings were the result of increased and more
profitable sales, higher translation gain, and lower natural gas
and electricity costs.

For the first six months of 2006, the Company recorded a net loss
of $9.1 million, compared with a net loss of $2.5 million, in the
year-ago period.

Year-to-date cash flow from operations increased $8.9 million, or
77.3% to $20.4 million as compared to the year-ago period.
Contributing to the increase in operating cash flow were higher
earnings and a reduction in working capital.

Working capital, defined as inventories and accounts receivable
less accounts payable, increased by $44.3 million from
$170.3 million to $214.6 million compared to June 30, 2005 due to
the acquisition of Crisa.  Excluding working capital of
$54.5 million at Crisa at June 30, 2006, the Company's working
capital was $10.2 million lower than the year-ago period,
reflecting the Company's continued efforts to reduce its
investment in working capital.

John F. Meier, chairman and chief executive officer, commenting on
the quarter, said, "We are pleased with the addition of Crisa to
the Libbey family and with the strength of our core business
performance.  Sales to foodservice glassware customers were strong
and shipments to retail customers were especially robust.  We saw
a solid performance from Crisa, our recently acquired Mexican
glass tableware operation." Meier also added, "With the closing of
our acquisition of the remaining 51% of Crisa on June 16, 2006, we
will now be including their results of operations for the balance
of 2006.  We are well into our consolidation of the facilities in
Mexico, and we look forward to harvesting those future savings."
He added, "We expect third and fourth quarter sales to increase by
4 to 5% as compared with the pro forma third and fourth quarter
sales in 2005.  Earnings before interest, taxes, depreciation and
amortization are expected to be between $18.5 million and $19.5
million in each of the third and fourth quarters of 2006."

Libbey also confirmed that it is on schedule to begin production
in early 2007 at its new glass tableware production facility in
China.

                         About Libbey Inc.


Based in Toledo, Ohio, Libbey Inc. -- http://www.libbey.com/  
-- operates glass tableware manufacturing plants in the United
States in Louisiana and Ohio, in Mexico, Portugal and the
Netherlands.  

                         *    *    *

Standard & Poor's Ratings Services assigned on May 16, 2006, its
'B' corporate credit rating to Libbey Inc.  At the same time,
Standard & Poor's assigned its 'B' senior unsecured debt rating to
the company's proposed $400 million of senior unsecured notes due
2014, which will be issued by the company's wholly owned
subsidiary Libbey Glass Inc. and guaranteed on a senior basis by
Libbey Inc.  Standard & Poor's said the outlook is stable.


MESABA AVIATION: GS Leasing Wants $935,000 Admin. Claim Allowed
---------------------------------------------------------------
Mesaba Aviation, Inc., dba Mesaba Airlines and GS Leasing Engine
I, LLC, are parties to, or assignees of, the lease or mortgage or
security agreement, and related documents, as amended and
supplemented, relating to seven aircraft engines with these engine
serial numbers:

    * P07748,
    * P07758,
    * P07808,
    * P07821,
    * P07863,
    * P07868, and
    * P07877

The U.S. Bankruptcy Court for the District of Minnesota had
approved on Jan. 31, 2006, the Debtor's request to reject the
Aircraft Agreements effective Feb. 10, 2006.

According to Mark J. Kalla, Esq., at Dorsey & Whitney LLP, in
Minneapolis, Minnesota, notwithstanding the rejection of the
Aircraft Agreements, the parties entered into a stipulation on
March 3, 2006, governing the Debtor's use of three of the
Engines, including engines ESN 07877 and ESN 07821, from the
Rejection Date until March 12.

Mr. Kalla relates that, pursuant to the Extended Use Stipulation,
GS Leasing I reserves its right to assert an administrative
expense claim for, among other things, any parts or equipment
relating to the Extended Use Engines that were damaged or
destroyed after the Debtor filed for bankruptcy.

Following the expiration of the Extended Use Period,
investigations performed by GS Leasing I revealed postpetition
damage to the Extended Use Engines, Mr. Kalla asserts.

Accordingly, GS Leasing I asks the Court to allow its
administrative expense claim for $935,000, and to compel
immediate payment from the Debtor.

                      About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MESABA AVIATION: Must Pay Marathon Structured $220,000
------------------------------------------------------
Pending a final ruling on the request, the Hon. Gregory F. Kishel
of the U.S. Bankruptcy Court for the District of Minnesota
authorizes and directs Mesaba Aviation, Inc., dba Mesaba Airlines
to promptly pay Marathon Structured Finance Fund, L.P.:

    (1) $100,000 as additional deposit; and
    (2) $120,000 as first installment of the Closing Fee,

under the terms of the Commitment Letter.

Judge Kishel further approves the provisions on "Indemnity" and
"Expenses" under the DIP Facility.  The Debtor is authorized and
directed to perform as provided in these provisions, whether or
not the remaining terms of the proposed transaction are ultimately
approved by the Court or consummated by the parties, Judge Kishel
says.

As reported in the Troubled Company Reporter on Aug. 2, 2006, the
Debtor asked the Court for authority to enter a final ruling
approving all of the terms and conditions of the DIP Credit
Facility and DIP Loan Documents with Marathon Structured.

With the cooperation of a representative of the Official Committee
of Unsecured Creditors, the Debtor engaged in good faith,
extensive, arm's-length negotiations with several DIP lenders.  
The negotiations culminated in an agreement with Marathon
Structured.

Pursuant to a commitment letter between the parties, Marathon
Structured agrees to provide a senior secured, revolving, DIP
credit facility to the Debtor in the aggregate principal amount
not to exceed $24,000,000, all subject to the terms and conditions
in the Commitment Letter, a final DIP order and DIP Loan
Documents.

Among other things, the Commitment Letter states that Marathon
Structured will provide the entire DIP Facility on a fully
underwritten basis.  Marathon may, however, seek to syndicate a
portion of the DIP Facility to other financial institutions that
are reasonably acceptable to the Debtor.  The only reasonable
basis for the Debtor to "not deem" a DIP Facility participant
acceptable will be because the potential participant is an
aviation industry competitor, or an "affiliate" of an aviation
industry competitor.

The Debtor will also immediately pay a deposit of $100,000 to help
cover Marathon Structured's costs in preparing to close the
transaction.

                      About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MILFORD ARMORED: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Milford Armored Self Storage, LLC
        458 Fortune Boulevard
        Milford, MA 01757

Bankruptcy Case No.: 06-12833

Debtor-affiliate filing separate chapter 11 petition:

      Entity                         Case No.
      ------                         --------
      Joseph Anthony Gargiulo        06-12809

Type of business: The Debtors own and operate a self-storage
                  facility located in Milford, Massachusetts.

Chapter 11 Petition Date: August 21, 2006

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtors' Counsel: John Fitzgerald Sommerstein, Esq.
                  98 North Washington Street, Suite 104
                  Boston, MA 02114
                  Tel: (617) 523-7474

Debtors' Total Assets and Liabilities as of August 19, 2006:

                          Total Assets        Total Debts
                          ------------        -----------
      Milford Armored     $2,900,000          $2,100,000
      Self Storage, LLC

      Joseph Anthony      Less than $50,000   $1 Million to
      Gargiulo                                $10 Million

A. Milford Armored Self Storage, LLC's 12 largest unsecured
creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Chase Bank                                                $22,416
P.O. Box 15836
Wilmington, DE 19886-5836

Verizon                                                   $10,507
P.O. Box 619009
Dallas, TX 75261

Rockett & Girouard, P.C.         Accounting Services       $6,839
Knox Trail Office Building
2352 Main Street
Concord, MA 01742

ADT Security                                               $6,480
P.O. Box 371956
Pittsburgh, PA 15250

NSTAR Electric                                             $5,152
P.O. Box 4508
Woburn, MA 01888-4508

B.W. Enterprises                 Repairs                     $200

Milford Water Co.                                            $190

Virtual Web Solutions                                        $155

Waste Management                                             $126

Community Newspaper                                          $124

Edward Florian                                            Unknown

Kara Gargiulo                                             Unknown

B. Joseph Anthony Gargiulo did not file a list of his 20 largest
unsecured creditors.


MIRANT CORP: Asia-Pacific Unit Completes $700 Million Financing
---------------------------------------------------------------
As reported in the Troubled Company Reporter on July 13, 2006,
Mirant Corporation offered to purchase up to 43,000,000 shares of
its common stock, par value $0.01 per share, at a price not
greater than $29.00 nor less than $25.75 per share, net to the
seller in cash.

Thomas Legro, the Company's senior vice president and controller,
discloses in an amended Schedule TO filed with the Securities and
Exchange Commission that Mirant and its subsidiaries will pool in
approximately $1,250,000,000 to fund the Offer:

      Mirant Entity                       Distribution
      -------------                       ------------
      Mirant Corporation                  $300,000,000
      Mirant Americas Generation, LLC      175,000,000
      Mirant Asia-Pacific Limited, LLC     740,000,000
      Other subsidiaries                    35,000,000

On July 31, 2006, Mirant Asia-Pacific Limited and Mirant Sweden
International AB, as borrowers, and certain banks, as lenders,
with Credit Suisse, Singapore Branch, as facility agent, entered
into a six-year term loan facility.

Bloomberg News says a consortium of 16 banks and financial
institutions has stepped forward and agreed to lend up to
$700,000,000:

      (1) ABN Amro Holding NV
      (2) BNP Paribas SA
      (3) Bank of Tokyo-Mitsubishi UFJ
      (4) Bank of Philippine Islands
      (5) Banco De Oro Universal Bank
      (6) Bayerische Hypo-und Vereinsbank AG
      (7) Calyon
      (8) Credit Suisse Group
      (9) Fortis Bank A.S.
     (10) HSBC Holdings Plc
     (11) ING Groep NV
     (12) JPMorgan Chase & Co.
     (13) Natexis Banques Populaires
     (14) Royal Bank of Scotland Group Plc
     (15) Sumitomo Mitsui Banking Corp
     (16) WestLB AG

A full-text copy of the $700,000,000 Mirant Asia-Pacific Loan
Facility is available for free at:

              http://ResearchArchives.com/t/s?1087

According to Timothy Cuff of FinanceAsia.com, a portion of the
MAPFL will be used to refinance project loans by Mirant's
Philippine subsidiaries, which are scheduled for sale for
approximately $3,000,000,000.

Reuters says interested buyers plan to join together to bid for
Mirant's Philippine assets, six of those groups are:

    (a) Marubeni Corp. and Tokyo Electric Power, Inc.;

    (b) Electric Power Development Co., Ltd. (J-Power) and
        Sumitomo Corp.;

    (c) International Power Plc and Mitsui & Co, Ltd.;

    (d) Korea Electric Power Corp. and Kansai Electric Power;

    (e) OneEnergy Ltd., which is a venture between CLP Holdings
        and Mitsubishi Corp., and American International Group,
        among other financial institutions; and

    (f) a partnership involving Sojitz Corporation.

Reuters adds that AES Corp. will probably join with Sumitomo and
J-Power, and Philippines' Aboitiz Equity Ventures, Inc., is in
talks with some foreign investors.

Mirant, according to radiojamaica.com, faces some problems in the
Philippines -- property tax and contractual disputes and employee
compensation demands -- which may derail the sale.

Jose P. Leviste, Jr., Mirant Philippines' chairman and president,
said in a statement to Manila Standard Today, that the company
will pay its obligations due to the Philippine government before
disposing its assets.

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
The Debtors emerged from bankruptcy on Jan. 3, 2006.  (Mirant
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service downgraded the ratings of Mirant
Corporation and its subsidiaries Mirant North America, LLC and
Mirant Americas Generation, LLC.  The Ba2 rating for Mirant Mid-
Atlantic, LLC's secured pass through trust certificates was
affirmed.  Additionally, Mirant's Speculative Grade Liquidity
rating was revised to SGL-2 from SGL-1.  The rating outlook is
stable for Mirant, MNA, MAG, and MIRMA.

Moody's downgraded Mirant Americas Generation, LLC's Senior
Unsecured Regular Bond/Debenture, to B3 from B2.  Moody's also
downgraded Mirant Corporation's Corporate Family Rating, to B2
from B1, and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-1.  Mirant North America, LLC's Senior Secured Bank Credit
Facility, was also downgraded to B1 from Ba3 and its Senior
Unsecured Regular Bond/Debenture, to B2 from B1.

As reported in the Troubled Company Reporter on July 13, 2006,
Fitch Ratings placed the ratings of Mirant Corp., including the
Issuer Default Rating of 'B+', and its subsidiaries on Rating
Watch Negative following its announced plans to buy back stock and
sell its Philippine and Caribbean assets.

Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and
Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass-
through certificates' 'BB+/Recovery Rating RR1'.

Fitch also placed Mirant North America, Inc.'s Issuer Default
Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior
secured term loan's 'BB/RR1' rating, and Senior unsecured notes'
'BB-/RR1' rating on Rating Watch Negative.  Mirant Americas
Generation, LLC's Issuer Default Rating of 'B+' and Senior
unsecured notes' 'B/RR5' rating was included as well.

Standard & Poor's Ratings Services also placed the 'B+' corporate
credit ratings on Mirant Corp. and its subsidiaries, Mirant North
American LLC, Mirant Americas Generating LLC, and Mirant Mid-
Atlantic LLC, on CreditWatch with negative implications.


MIRANT CORP: Battles GE Capital Over $2.1-Million Admin. Claim
--------------------------------------------------------------
In May 2003, General Electric Capital Corporation and certain of
its affiliates acquired ownership interests in Birchwood Powers
Partners, L.P., and Greenhost, Inc., from Mirant Birchwood, Inc.,
for $71,000,000.  MAI issued a guaranty in favor of Mirant
Birchwood, as its wholly owned indirect subsidiary.

                           QF Regulations

Mirant Birchwood represented that "Birchwood Power is a
'qualifying cogeneration facility' as defined in Section 3(18) of
the Federal Power Act, and the implementing rules set forth in 18
C.F.R. Part 292(2002)."

The QF Regulations were promulgated under the Public Utility
Regulatory Policies Act of 1978, with the intention that energy
facilities could be made more efficient and waste less energy.
For a cogeneration facility like Birchwood to qualify as a
"qualifying cogeneration facility," the useful thermal energy
output of the facility must be no less than 5% of the total
energy output of the facility and must be used in the operation
of a qualifying business.

Birchwood Power is required to make an annual certification to
DVP confirming the QF status of the Birchwood Facility for not
only the previous calendar year, but for all previous years.  If
the Birchwood Facility loses its QF status, it would become a
public utility under the Federal Power Act, and the rates charged
by the facility would be subject to the review and approval of
the FERC.

                 Failure to Meet the QF Standards

David Bennett, Esq., at Thompson & Knight LLP, in Dallas, Texas,
relates that a year after its acquisition, GECC investigated and
determined that the Birchwood facility failed to meet the
operating standards required by the QF Regulations for the year
2001.  Specifically, GECC found that the useful thermal energy
output for 2001 was 4.98%.  GECC also determined that the
facility would likely fail to meet the operating standards for
2004.  The thermal energy output for 2004 was 4.79%.

GECC notified Mirant Birchwood and MAI about the findings.

To mitigate the damages due to Mirant Birchwood's breach of the
QF representation, GECC built a distilled water plant.  The water
plant was necessary to ensure that the Birchwood Facility would
comply with QF Regulations in 2004 and beyond.

In light of the requirement for certification of previous years,
GECC directed Birchwood to file a Request for Declaratory Order,
or in the Alternative, Petition for Order Granting Limited Waiver
of Qualifying Facility Operating Standard with the Federal Energy
Regulatory Commission.

The FERC declined to enter the declaratory order and instead
granted a waiver of the operating standard for the calendar year
2001.

Additionally, Birchwood and DVP were party to an excess energy
agreement dated March 1, 2004, under which DVP would purchase
excess energy produced by the Birchwood Facility.  The term of
the EEA spanned from March 1, 2004, to December 31, 2004.
However, Birchwood was no longer able to produce any Excess
Energy for the remainder of the year after it discovered in
September 2004 that it was likely to miss the operating standards
for a QF for 2004.

By this motion, GECC asks the Court to grant its administrative
claim for $2,105,710 against Mirant Americas on account of breach
of contract and damages incurred.

David Bennett, Esq., at Thompson & Knight LLP, in Dallas, Texas,
asserts that Mirant Birchwood failed to meet the QF Regulations
standard contrary to its representations in the Acquisition
Agreement.  Consequently, GECC suffered damages in the form of:

    * professional costs incurred during the investigation and in
      obtaining the Waiver;

    * construction costs incurred in putting up the Water Plant;
      and

    * EEA costs based on the inability to produce and sell any
      excess energy for the period September through December
      2004.

                        New Mirant Objects

The New Mirant Entities ask the Court to disallow GECC's Claim in
its entirety.

The FERC QF Waiver was not needed in the first place because the
Birchwood Facility meets the 5% requirement at all times, Jeff P.
Prostok, Esq., at Forshey & Prostok LLP, in Fort Worth, Texas,
tells the Court.

Mr. Prostok notes that Birchwood Facility's useful thermal energy
"has been and continues to be used by Greenhost for process
uses."  According to Mr. Prostok, GECC assumes that the useful
thermal energy must be measured at Greenhost, where it is "used,"
rather than at, or adjacent to, the Birchwood Facility, where it
is "made available" at Greenhost.

If the useful thermal energy is measured where it is "made
available" to Greenhost, it is undisputed that the Facility meets
the 5% requirement at all times, Mr. Prostok explains.  Only if
the useful thermal energy is measured where it is "used" does the
Facility fall to 4.98% in 2001.

Moreover, GECC's claim for loss profits under the EEA is not
compensable, Mr. Prostok contends.  The Acquisition Agreement
provides that GECC as a Purchaser Indemnified Party "will not be
entitled to any punitive, incidental, indirect or consequential
damages resulting from or arising out of any Purchaser Claims or
Third Party Claims, including damages for lost revenues, income
or profits."

GECC's Claim for construction costs is also not compensable, Mr.
Prostok says.  Any claim for incidental, indirect, special or
consequential damages, and would be disallowed under the
Acquisition Agreement.

Mr. Prostok adds that GECC's construction of the Water Plant
merely demonstrates its lower risk tolerance relating to
maintenance of its QF status than that of the prior owner, and
not a damage resulting from a breach of the QF status for 2001.
Sufficient data was available and provided to GECC to allow it to
determine prior to Closing whether it would desire to opt for a
secondary use of steam assumption, Mr. Prostok says.

"It should be noted that the only year found out to be out of
compliance with FERC standards was 2001, and this was based on
extremely technical calculations relating to losses in thermal
energy as the steam passed through a pipeline from the Birchwood
Facility to the greenhouse," Mr. Prostok points out.  "Steam
usage in every other year was adequate."

Mr. Prostok says the first year GECC operated the Birchwood
Facility was 2004.  GECC has not established a causal connection
between an alleged shortage of thermal energy usage in 2005 and
the representations made under the Acquisition Agreement.

"GECC, in operating the Birchwood Facility, may have operated the
facility differently such that the cause of any potential breach
of the QF requirement for 2004 was not a result of any
miscalculation of the thermal output calculation by the Seller,
but instead was a result of a change in operating protocol
implemented by GECC," Mr. Prostok says.

Moreover, GECC's claim for attorney's fees is excessive and
unreasonable, Mr. Prostok continues.  "Even if that Claim were a
legitimate expense, the amount would not be sufficient to trigger
liability under the 'materiality' threshold provision of . . .
the Acquisition Agreement."  The parties agreed that
indemnification claims may not be sustained unless the aggregate
claim exceeds $1,000,000.  Because GECC does not hold or assert
claims for direct, out-of-pocket expenses, which exceed
$1,000,000, Mr. Prostok asserts GECC's Claim must be disallowed.

                          Scheduling Order

To provide for the orderly resolution of the Administrative
Expense Claim, the parties agree to these deadlines:

    (1) Disclosures of:

        * GECC's testifying experts will be provided on or before
          August 15, 2006, and discovery on the experts will be
          completed by September 15, 2006; and

        * New Mirant's testifying experts will be provided on or
          before October 15, 2006, and discovery on the experts
          will be completed by November 15, 2006;

    (2) General discovery, which excludes discovery relating to
        experts, will be completed on or before October 15, 2006;

    (3) Dispositive motions will be filed on or before
        December 15, 2006;

     (4) Pre-trial Order will be filed with the Court on or before
         January 31, 2007;

     (5) Written proposed Findings of Fact and Conclusions of Law
         will be filed on or before January 31, 2007;

     (6) Trial briefs will be filed on or before January 31, 2007;

     (7) Trial will be conducted from February 20 to 21, 2007.

                New Mirant Wants Claim Disallowed

The New Mirant Entities ask Judge Lynn to disallow the
administrative expense claim for $2,100,000 asserted by General
Electric Credit Corporation and certain of its affiliates,
including Birchwood Powers Partners, LP.

Pursuant to an Acquisition Agreement dated May 16, 2003, GECC
acquired partnership interests in Birchwood Powers and the stock
of Greenhost, Inc., from Mirant Birchwood, Inc., for $71,000,000.
The transaction was completed on October 31, 2003.

Greenhost operates a greenhouse adjacent to the Mirant Birchwood
facility, and uses the steam from the Facility for its produce.

Mirant Birchwood is a non-debtor, wholly owned subsidiary of
Mirant Americas, Inc.  MAI guaranteed the performance of Mirant
Birchwood's obligations under the Acquisition Agreement.  GECC's
administrative claim is based on MAI's guaranty agreement.

The Birchwood Facility is a qualifying cogeneration facility
under applicable federal law.  A power generating facility
qualifies for QF status if the useful thermal output of the
facility is not less than 5% of its total energy output.

J. Robert Forshey, Esq., at Forshey & Prostok, LLP, in Fort
Worth, Texas, relates that GECC, in its request for allowance of
administrative expense claim, complained that Mirant Birchwood
breached its representation in the Acquisition Agreement that the
facility met the QF standards for 2001 and 2004.

GECC asserted that Mirant Birchwood failed to meet the QF status
because the useful thermal energy for both years was improperly
measured adjacent to the Birchwood Facility without making any
allowance for certain line losses.  If the line losses are
applied, GECC contends the useful thermal energy for 2001 and
2004 was less than 5%.

As a result of Mirant Birchwood's "breach," GECC says it incurred
damages in the form of:

    (1) professional costs with respect to obtaining a waiver from
        the Federal Energy Regulatory Commission;

    (2) professional fees as a result of the prosecution of the
        administrative claim;

    (3) costs in constructing a water plant necessary to meet the
        QF standard; and

    (4) losses in relation to certain excess energy agreement.

Mr. Forshey informs Judge Lynn that the Acquisition Agreement has
significant limits, which preclude any recovery by GECC on its
administrative claim.  The Acquisition Agreement:

    * provides for reciprocal rights of indemnity between the
      parties, which constitute the parties' sole and exclusive
      right and remedy for any breach of the Agreement;

    * precludes GECC from recovering any incidental, consequential
      or indirect damages; and

    * requires that, as a condition to any recovery, GECC must
      demonstrate indemnifiable damages in excess of $1,000,000.

Moreover, Mr. Forshey asserts that GECC's Request for Allowance
should be disallowed on these grounds:

     (1) Lack of issue of material fact for 2001 and 2004 QF
         status;

     (2) Quasi-estoppel;

     (3) Judicial estoppel;

     (4) Issue preclusion based on FERC Order;

     (5) Failure to give notice of assertion of claim for
         indemnity;

     (6) Lack of nexus between representation and costs of
         constructing water plant;

     (7) Preclusion of indemnity for costs of constructing a water
         plant;

     (8) Lack of nexus between representation and alleged damages
         under the Energy Excess Agreement; and

     (9) Preclusion of recovery of consequential damages.

Pursuant to the QF Regulations, if the Greenhouse is a process
use, the useful energy is measured where it is made available to
the Greenhouse, which was adjacent to the Birchwood Facility, Mr.
Forshey explains.  In that event, no adjustment is necessary for
the line losses.

GECC, Mr. Forshey tells the Court, used similar explanation when
it requested a waiver from the FERC.  In addition, GECC issued
re-certifications to the FERC stating that the Greenhouse "has
been and continues to be" a process use.

Hence, Mr. Forshey says, unless GECC is able to establish that
the Greenhouse was not a process use in 2001, there is no legal
basis for its claim.  Moreover, because of GECC's assertions with
the FERC and its re-certifications that Greenhouse is a process
use, Mr. Forshey argues that GECC is now estopped from asserting
that the Greenhouse was not a process use or that the Birchwood
Facility was not a QF in 2001 or 2004.

To establish any potential right of indemnity under the
Acquisition Agreement, Mr. Forshey adds that GECC must establish
that the costs of constructing the Water Plant relate to an act
or failure to act by Mirant Birchwood existing as of the October
2003 Closing Date, which would result in the loss of the QF
status.

Any issue regarding the 2001 measurements of useful thermal
energy would not give rise to a right of indemnity for the 2004
construction of the Water Plant, Mr. Forshey points out.  In
addition, Mr. Forshey says the costs to construct a Water Plant
are excluded from indemnification as an incidental, indirect,
special or consequential damage.

Mr. Forshey further asserts that there is no connection between
the loss relating to the EEA and Mirant Birchwood's
representation.  Neither the EEA nor any related circumstance was
an act or failure to act existing as of the Closing Date.  The
EEA was not executed until March 2004.  Mirant Birchwood did not
warrant or promise that the useful energy of the Greenhouse alone
would allow GECC to enter into, or obtain benefits of, the EEA in
2004.

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
The Debtors emerged from bankruptcy on Jan. 3, 2006.  (Mirant
Bankruptcy News, Issue Nos. 103 & 104; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service downgraded the ratings of Mirant
Corporation and its subsidiaries Mirant North America, LLC and
Mirant Americas Generation, LLC.  The Ba2 rating for Mirant Mid-
Atlantic, LLC's secured pass through trust certificates was
affirmed.  Additionally, Mirant's Speculative Grade Liquidity
rating was revised to SGL-2 from SGL-1.  The rating outlook is
stable for Mirant, MNA, MAG, and MIRMA.

Moody's downgraded Mirant Americas Generation, LLC's Senior
Unsecured Regular Bond/Debenture, to B3 from B2.  Moody's also
downgraded Mirant Corporation's Corporate Family Rating, to B2
from B1, and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-1.  Mirant North America, LLC's Senior Secured Bank Credit
Facility, was also downgraded to B1 from Ba3 and its Senior
Unsecured Regular Bond/Debenture, to B2 from B1.

As reported in the Troubled Company Reporter on July 13, 2006,
Fitch Ratings placed the ratings of Mirant Corp., including the
Issuer Default Rating of 'B+', and its subsidiaries on Rating
Watch Negative following its announced plans to buy back stock and
sell its Philippine and Caribbean assets.

Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and
Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass-
through certificates' 'BB+/Recovery Rating RR1'.

Fitch also placed Mirant North America, Inc.'s Issuer Default
Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior
secured term loan's 'BB/RR1' rating, and Senior unsecured notes'
'BB-/RR1' rating on Rating Watch Negative.  Mirant Americas
Generation, LLC's Issuer Default Rating of 'B+' and Senior
unsecured notes' 'B/RR5' rating was included as well.

Standard & Poor's Ratings Services also placed the 'B+' corporate
credit ratings on Mirant Corp. and its subsidiaries, Mirant North
American LLC, Mirant Americas Generating LLC, and Mirant Mid-
Atlantic LLC, on CreditWatch with negative implications.


MYLAN LABORATORIES: To Buy 71.5% Stake in Matrix Lab for $736 Mil.
------------------------------------------------------------------
Mylan Laboratories Inc. will acquire up to 71.5% of Matrix
Laboratories Ltd. shares outstanding for INR306 per share.  Under
the terms of the transaction, Mylan will purchase 51.5% of
Matrix's shares outstanding pursuant to an agreement with selling
shareholders and will make an "open offer" to Matrix's remaining
shareholders to acquire up to an additional 20% of Matrix's shares
outstanding.  If the open offer is fully subscribed, the total
purchase price is expected to be $736 million.  Matrix will remain
a publicly traded company in India and will continue to operate on
an independent basis.

"This is an extremely complementary transaction that accomplishes
a number of Mylan's key objectives," Robert J. Coury, Mylan's Vice
Chairman and Chief Executive Officer, commented.  "Mylan is
executing on its commitment to establish a global platform and
expand its dosage forms and therapeutic categories.  Additionally,
this acquisition deepens Mylan's vertical integration and enhances
its supply chain capabilities.  The transaction will allow Mylan
and Matrix to strengthen and expand their core businesses and
competencies, while creating significant opportunities for global
expansion and growth."

N. Prasad, Executive Chairman of Matrix, who will join Mylan's
Board of Directors and executive management team, said, "Mylan, a
proven industry leader, is an ideal partner for Matrix.  Our
strategic vision remains unchanged and we believe this transaction
creates greater growth opportunities for Matrix and its employees
and also will allow us to accelerate our existing expansion plans
in India and abroad."

                       Transaction Details

Mylan will acquire all Matrix shares currently owned by

   (i) Temasek (Mauritius) Pte. Limited (an investment vehicle of
       Singapore Government-owned Temasek Holdings),

  (ii) entities controlled by Newbridge Capital (a joint venture
       between Texas Pacific Group and Blum Capital Partners), and

(iii) Spandana Foundation.

As part of the same agreement with these shareholders, Mylan will
acquire shares from Matrix's Chairman, N. Prasad.  After the
transaction, N. Prasad will continue to own 5% of Matrix's shares
outstanding.

The transaction will be funded using Mylan's existing revolving
credit facility and cash on hand.  A portion of the funds received
by Newbridge, Temasek and N. Prasad will be used to purchase newly
issued shares of Mylan common stock.   Newbridge has agreed to
invest $93 million, Temasek has agreed to invest $46 million, and
N. Prasad has agreed to invest $25 million, each at a price per
Mylan share of $20.85, subject to certain regulatory approvals.

Mylan expects the transaction to be moderately accretive to
management's internal earnings estimates in fiscal 2008, the first
full fiscal year following the anticipated closing of the
transaction, and significantly accretive thereafter, excluding
synergies, charges related to the transaction and the impact of
amortization of intangible assets.  Mylan is re-affirming its
adjusted EPS guidance for fiscal 2007 of $1.35 to $1.55 per
diluted share.  In addition to reporting U.S. GAAP earnings per
diluted share, upon closing, Mylan intends to provide Cash EPS.

                           Leadership

Robert J. Coury, Vice Chairman and Chief Executive Officer of
Mylan, will also assume the responsibility of Non-Executive
Chairman of Matrix and N. Prasad, Matrix's current Executive
Chairman, will become Non-Executive Vice Chairman of Matrix.  The
Mylan Board of Directors will be expanded to 10 members and N.
Prasad will join the Mylan Board and executive management team, as
Head of Global Strategies in the Office of the CEO.  Rajiv Malik
will remain as CEO of Matrix.  Stijn Van Rompay, co-founder of
Docpharma, will remain responsible for the Docpharma operations.

                            Advisors

Merrill Lynch and DSP Merrill Lynch acted as exclusive financial
advisor to Mylan in this transaction.  DSP Merrill Lynch will
serve as Mylan's Merchant Banker with regards to the open offer.  
ABN Amro and UBS Limited acted as financial advisors to the
selling shareholders.  The external legal counsel for Mylan was
Skadden, Arps, Slate, Meagher & Flom LLP in New York and Luthra &
Luthra Law Offices in Mumbai. Cleary Gottlieb Steen & Hamilton LLP
in New York and Wadia Ghandy & Co. in Mumbai acted as counsel to
the selling shareholders; A.R.A Law in Mumbai acted as counsel for
Matrix.

                          About Matrix

Headquartered in Secunderabad, India, Matrix Laboratories Limited
(MSE:524794; NSE:MATRIXLABS) -- http://www.matrixlabsindia.com/--  
is engaged in the manufacture of Active Pharmaceutical Ingredients
and Solid Oral Dosage Forms.  Matrix is one of the fastest growing
API manufacturers in India and focuses on regulated markets such
as U.S. and EU.

                           About Mylan

Based in Canonsburgh, Pennsylvania, Mylan Laboratories Inc.
(NYSE:MYL) -- http://www.mylan.com/-- is a pharmaceutical company  
with three principal subsidiaries: Mylan Pharmaceuticals Inc.,
Mylan Technologies Inc. and UDL Laboratories Inc.  Mylan develops,
licenses, manufactures, markets and distributes an extensive line
of generic and proprietary products.

                          *     *     *

As reported in the Troubled Company Reporter on July 10, 2006,
Standard & Poor's Ratings Services assigned a 'BBB-' rating to
Mylan Laboratories Inc.'s proposed new $700 million senior
unsecured revolving credit facility due 2011, and raised its
rating on Mylan's existing senior unsecured notes to 'BBB-' from
'BB+'.

At the same time, Standard & Poor's affirmed its 'BBB-' corporate
credit rating on the generic drug maker.  Standard & Poor's will
withdraw its 'BBB-' senior secured debt rating on Mylan at the
completion of the new credit facility.


NAKOMA LAND: Court Converts Ch. 11 Cases to Ch. 7 Liquidation
-------------------------------------------------------------
The Hon. Leslie Tchaikovsky of the U.S. Bankruptcy Court for the
District of Nevada converted the chapter 11 cases of Nakoma Land,
Inc., and its debtor-affiliates to chapter 7 liquidation
proceedings at the behest of Angelique I.M. Clark, the Debtors'
chapter 11 trustee.  

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd., at
Reno, Nevada, told the Court that the Debtors' business
operations, which consist of a golf course and timeshare sales,
have ceased ongoing business operations due to various problems,
but the Chapter 11 Trustee is continuing to pay for maintenance
and upkeep of the estate property to maintain their potential
saleability.  The Chapter 11 Trustee has conducted a thorough
research of the Debtors' business interests and does not believe
that there is any realistic way to reorganize the Debtors'
business affairs and formulate a viable plan of reorganization

There are continuing Chapter 11 administrative expenses, which
accrue on a daily basis, including the trustee's fees,
professionals' fees and U.S. Trustee quarterly fees, Mr. Harris
added.  Based on these factors, the Trustee believes it is in the
best interest of the Debtors' estates and creditors to convert
these cases to chapter 7 liquidation proceedings.

As a condition of the conversion of the Debtors' cases, the
Chapter 11 Trustee has obtained the consent of the Debtors' senior
secured lenders, Investors Financial, LLC, to surcharge its
financial lien for payment of all allowed professional and
trustee's fees in the administration of the Debtors' cases.

The Court also authorized the Chapter 11 Trustee, now Chapter 7
Trustee, paying ongoing expenses of liquidating and maintaining
the Debtors' assets so that the estate does not lose the momentum
it has gained in proceeding with liquidation.  

Headquartered in Reno, Nevada, Nakoma Land, Inc., operates the
Nakoma Resort in Plumas County, California.  The Debtor along with
its affiliates filed for chapter 11 protection on May 19, 2005
(Bankr. D. Nev. Case No. 05-51556).  Alan R. Smith, Esq., at the
Law Offices of Alan R. Smith represented the Debtors.  When the
Debtors filed for protection from its creditors, they listed total
assets of $18,000,000 and total debts of $15,252,580.  The Court
then appointed Angelique I.M. Clark as chapter 11 trustee.  The
U.S. Trustee for Region 13 recommended Ms. Clark's appointment
after Investors Financial LLC, sought for the appointment of a
trustee.


NORD RESOURCES: Transfers SRL Interest to TRG as Suit Settlement
----------------------------------------------------------------
Nord Resources Corporation entered into a Settlement Agreement
with Titanium Resources Group in connection with the legal
proceedings that Nord had initiated against TRG in the District
Court, 134th District, Dallas County, Texas, in December 2005.

Pursuant to the Settlement Agreement, Nord, TRG and an individual
named as an additional defendant and counter-plaintiff in the
legal proceedings have agreed to settle all outstanding claims
among them on terms which include:

   (a) the transfer by Nord to TRG of Nord's remaining 13/15
       fractional interest in the sole outstanding Class B share
       in the capital of SRL Acquisition No. 1 Limited; and

   (b) the payment by TRG to Nord of $2,100,000 in cash (including
       the sum of $200,000 previously received by Nord in
       connection with the original sale of the 2/15 fractional
       interest in the Class B share of SRL Acquisition to TRG
       during the third fiscal quarter of 2005).  Nord had also
       received $100,003 in cash at the time of the sale of its
       2/15 fractional interest, which represented a pro rata
       estimate of the fixed dividend payable on the Class B
       share.  The transactions contemplated by the Settlement
       Agreement closed on Aug. 10, 2006.

"This settlement provides Nord with additional working capital as
we continue to focus on positioning Nord to resume copper
production at the Johnson Camp Mine located in Dragoon, Arizona,"
Chairman Ron Hirsch commented.

                     CEO Interim Appointment

In addition, Nord reported that Erland A. Anderson, Nord's Chief
Operating Officer (and former President), has been appointed as
Nord's interim President and Chief Executive Officer to replace
Nicholas Tintor.  Mr. Tintor was appointed as Nord's President and
Chief Executive Officer pursuant to an agreement dated Feb. 15,
2006.

Under that agreement, Mr. Tintor agreed to voluntarily resign as
Nord's President and Chief Executive Officer if Nord failed to
receive at least $25 million in funding by Aug. 31, 2006.  Given
current circumstances, it is clear that this level of funding will
not be achieved by that date.  Mr. Tintor advised a director of
Nord that he does not wish to continue in the role of President
and Chief Executive Officer, and on Aug. 21, 2006, Nord's board of
directors accepted Mr. Tintor's resignation effective as of that
date and appointed Mr. Anderson.  Nord's board of directors has
set up an ad hoc committee and has retained an executive search
firm to assist in finding a suitable replacement to serve as
President and Chief Executive Officer.  Mr. Tintor remains a
director of Nord.

                     About Nord Resources

Headquartered in Dragoon, Arizona, Nord Resources Corporation
(Pink Sheets:NRDS) -- http://www.nordresources.com/-- is a  
natural resource company focused on near-term copper production
from its Johnson Camp Mine and the exploration for copper, gold
and silver at its properties in Arizona and New Mexico.  The
Company also owns approximately 4.4 million shares of Allied Gold
Limited, an Australian company.  In addition, the Company
maintains a small net profits interest in Sierra Rutile Limited, a
Sierra Leone, West African company that controls the world's
highest-grade natural rutile deposit.

At March 31, 2006, the Company's balance sheet showed $4,126,123
in total assets and $7,246,696 in total liabilities resulting in
$3,120,573 stockholders' deficit.

                       Going Concern Doubt

As reported in Aug. 3, 2006, Mayer Hoffman McCann PC expressed
substantial doubt about Nord's ability to continue as a going
concern after it audited the Company's financial statements for
the years ended Dec. 31, 2005 and 2004.  The auditing firm pointed
to the Company's significant operating losses.  Nord incurred a
$3,084,166 net loss for the year ended Dec. 31, 2005, in contrast
to a $864,357 net loss in the prior year.


NORTEL NETWORKS: Deploys New IP Telephony Network for DEDIC
-----------------------------------------------------------
Nortel Networks Corporation deployed its new IP telephony network
to create a state of the art contact center to support business
expansion of DEDIC.

The new network, being deployed by the Company's channel partner
Wittel, makes it possible for DEDIC to cost-effectively expand its
contact center outsourcing services to customers through the
addition of 1,000 new agent positions.  DEDIC is investing
$2 million on the first project phase.

The Company's IP technology makes it possible for DEDIC to respond
quickly to customer service requests through a range of multimedia
services beyond telephony such as e-mail and web-based chat.
Incoming calls to the center are also immediately routed to the
most appropriate agent.  The new IP telephony network includes
anywhere, anytime mobility for agents and gives DEDIC the
flexibility to expand quickly to meet increasing demand without
major costs for additional network upgrades.

"Nortel's contact center solutions provides DEDIC with one of the
most innovative and competitive cost-effective product on the
market.  These technologies are essential to ensuring DEDIC
maintains its competitive edge as one of the largest calls centers
in Brazil," noted Juan Chico, president, Nortel Brazil.

"Instead of deploying several contact centers we decided to create
a central site with intelligent routing to reduce operational
costs" Miguel Cui, president of DEDIC, said.  "Among all suppliers
we contacted, Nortel was the one that best understood our needs
both in terms of proposed solution and our cost limitations.
Nortel and its partner Wittel also ensured the network will be
deployed quickly without interrupting daily business activities."

Carlos Louro, president of Wittel, said, "For a contact center to
maintain competitive advantage today, it's essential that access
to information happens in real time.  The Nortel solution we are
deploying allows DEDIC to maintain the advantage of services being
centralized through one management center,"

DEDIC's new network includes the Company's Communication Server
1000 and its Contact Center 6.0 for skill-based routing.  The
deployment also includes the Company's ERS 470 to ensure network
capacity easily meets increased demand.

                          About DEDIC

DEDIC is one of the largest Brazilian contact center companies,
and ranks among the top five in the segment. It is owned by
Portugal Telecom Group and was created in 2002 to strengthen the
Group's contact center business.

                          About Wittel

Wittel is a company that provides corporate communications and
technology solutions, and is specialized in the Contact Center and
Trading Floors fields with a strong presence in the financial,
wireline and wireless telecommunications, and third-party contact
center service provider segments. Wittel provides services ranging
from design, deployment and maintenance for the solutions it
offers.

               About Nortel Networks Corporation

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology  
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                        *    *    *

As reported in the Troubled Company Reporter on July 10, 2006,
Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corporation, Nortel Networks Corporation,
and Nortel Networks Limited at B (low) along with the preferred
share ratings of Nortel Networks Limited at Pfd-5 (low).  All
trends are Stable.


NORTHWEST AIRLINES: Apologizes for Cost-Cutting Tips Booklets
-------------------------------------------------------------
According to the Association of Flight Attendants-CWA Web site,
Northwest Airlines Corporation has provided its employees with a
booklet entitled "Preparing for a Financial Setback".

In an interview with Bloomberg News, Northwest's spokesman, Roman
Blahoski, said that part of the flyer dealt with coping with job
loss, options for job transfers within Northwest and relocation
advice.  The booklet was for the employees being laid off as
Northwest reorganizes.

The booklet also consists of a list, entitled 101 Ways to Save
Money, containing suggestions on money-saving ideas, including:

     * ask for generic prescriptions instead of brand name,
     * asking doctors for prescription-drug samples,
     * replace 100-watt bulbs with 60-watt ones,
     * borrowing a dress for "a big night out,"
     * giving homemade cards and gifts, and
     * giving children hand-me-down toys and clothes.

According to Bloomberg, the 165-page booklet was created for
Northwest by NEAS, an employee assistance company based in
Waukesha, Wisconsin.

A full-text copy of the "Preparing for a Financial Setback"
booklet is available for free at:

            http://ResearchArchives.com/t/s?1082

                    Booklet Irks Employees

"This is disgraceful that somebody at Northwest Airlines would
send this out to a long-term employee facing having no job
telling them to do certain things that are very degrading,"
Robert Roach Jr., general vice president of transportation for
the International Association of Machinists and Workers, said in
an interview with Bloomberg.

"A lot of these people are hoping to come back to work at
Northwest Airlines," Mary Schlangenstein at Bloomberg quotes
Mr. Roach.  "When they see this, it's very demoralizing.  This is
a reflection of management ability at Northwest."

According to Mr. Roach, IAM is sending a letter of protest to
Northwest's Chief Executive Officer Doug Steenland, Bloomberg
reports.

"First they took our money.  Then they took our contract.  Now
the geniuses that run Northwest are insulting not only our
intelligence, but our dignity as well," AFA says in its Web site.
AFA notes of these suggestions by Northwest:

    -- buy spare parts for your car at the junkyard;

    -- take a shorter shower; and

    -- don't be shy about pulling something you like out of the
       trash.

                     Northwest Apologizes

"We sincerely apologize to our employees for any offense this
list caused them," Ms. Schlangenstein at Bloomberg quotes Crystal
Knotek, Northwest's senior vice president for ground operations.
"We have taken appropriate action with our managers and vendors
to ensure that materials are properly reviewed in the future."

According to Mr. Blahoski, the company gave 60 of the booklets
before it began getting complaints, and it cut list from
remaining copies, Bloomberg reports.

                   About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/  
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 36; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWEST AIRLINES: Wants Bar Date Supplemented for Retirees
------------------------------------------------------------  
Northwest Airlines, Inc., and its debtor-affiliates and the
Section 1114 Committee ask the U.S. Bankruptcy Court for the
Southern District of New York to supplement the Bar Date Order, as
amended on May 22, 2006, to clarify how claims will be filed in
the event of any modification of retiree benefits pursuant to
Section 1114 of the Bankruptcy Code.

Representing the Section 1114 Committee, Catherine Steege, Esq.,
at Jenner & Block LLP, in Chicago, Illinois, notes that the Bar
Date Order currently does not address claims that retirees may
have in the event that the Court modifies retirees' benefits
pursuant to the pending Section 1114 proceedings.

The parties propose that the Bar Date Order be supplemented to
provide that claims related to modifications to retiree benefits
would not be due until 45 days after the Court approves the
modifications.  The Bar Date Order Supplement would further
provide that the 1114 Committee would be granted authority to
file a claim on behalf of all affected retirees or their spouses
or dependents.

Having the 1114 Committee file the claim on behalf of retirees
will make for more orderly administration of these claims by this
estate, contends the Debtors' counsel, Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP, in New York.  He notes that
the calculation of the amount of the claims requires actuarial
assistance, which is not available to the individual retirees.

Mr. Petrick asserts that the request to supplement the Bar Date
Order is not prejudicial to the rights of any party in the
Debtors' Chapter 11 cases.

                 About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/  
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 36; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NOVA CHEMICALS: Eyes Cost-Reduction Rate of $45 Million Per Year
----------------------------------------------------------------
NOVA Chemicals Corporation provided an update regarding progress
towards its restructuring goals.  The company will reach a cost-
reduction rate of $45 million per year by the end of the third
quarter of 2006 and remains on-track to meet its restructuring
cost-reduction target of at least $65 million per year by the end
of the fourth quarter of 2006.

NOVA Chemicals will take an after-tax charge of $30 million in the
third quarter of 2006 to reflect restructuring costs.  To date, 20
of a total of 64 senior management positions have been eliminated
in the restructuring.  A total of approximately 375 positions will
be eliminated to support cost-reduction objectives.

Based in Moon Township, Pennsylvania, NOVA Chemicals Corporation
(NYSE:NCX) (TSX:NCX) -- http://www.novachemicals.com/-- produces  
ethylene, polyethylene, styrene monomer and styrenic polymers,
which are used in a wide range of consumer and industrial goods.  
NOVA Chemicals manufactures its products at 18 operating
facilities located in the United States, Canada, France, the
Netherlands and the United Kingdom.  The company also has five
technology centers that support research and development
initiatives.

                           *     *     *

As reported in the Troubled Company Reporter on May 23, 2006,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Nova Chemicals Corp.
to 'BB-' from 'BB+'.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter on Nov. 1, 2005,
Fitch Ratings affirmed NOVA Chemicals Corp.'s issuer default
rating and senior unsecured debt rating at 'BB+'.  At the same
time, Fitch affirmed the senior secured credit facility rating at
'BBB' and assigned a 'BB+' to the offering of $400 million in
senior floating notes due 2013.  Fitch also assigned a 'BBB'
rating to the series A preferred shares.  Fitch said the rating
outlook remained  stable.

As reported in the Troubled Company Reporter on July 27, 2005,
Moody's Investors Service affirmed the Ba2 corporate family rating
(previously called senior implied) of NOVA Chemicals Corp. and
lowered its speculative grade liquidity rating to SGL-2.


NPC INT'L: Selling Properties to Realty Income for $59 Million
--------------------------------------------------------------
NPC International, Inc., has entered into an agreement to sell
up to 89 existing properties to Realty Income Corporation for
$59 million, subject to satisfactory completion of their due
diligence.  The properties will be leased by the Company pursuant
to a lease agreement containing an initial term of 10 years and 4
five-year renewal options. This transaction is expected to close
in early to mid September.

In accordance with the terms of the Company's Senior Secured
Credit Facility, the Company is required to apply fifty percent of
the net proceeds from this transaction to the prepayment of its
Term Loan B notes.  The balance of these net proceeds must be
either re-invested in the Company's business or applied as a
further pre-payment of the Term Loan within the initial 365 days
after close.

The Company is planning to utilize a porton of the proceeds from
this transaction to fund a portion of the acquisition price for 39
Pizza Hut units located in and around Nashville, Tennessee,
to be acquired from Pizza Hut, Inc, a subsidiary of YUM! Brands,
Inc. as disclosed in a separate press release earlier today.

                     About NPC International

NPC International, Inc., headquartered in Lenexa, Kansas, is the
largest franchisee of Pizza Hut restaurants with approximately 790
units located in 26 states.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 11, 2006,
Moody's Investors Service assigned B1 ratings to NPC
International, Inc.'s proposed $275 million term loan B
and $75 million revolving credit facility and a Caa1 rating
to the proposed $200 million in senior subordinated notes.  A
B2 Corporate Family and SGL-3 Speculative Grade Liquidity rating
were also assigned.  The outlook is stable.  These are first
time ratings for this company.


NRG ENERGY: Morgan Stanley Buys 8,422,729 Shares of Common Stock
----------------------------------------------------------------
NRG Energy, Inc., disclosed that affiliates of Kohlberg Kravis
Roberts & Co. and Texas Pacific Group sold 4,315,727 shares and
4,107,002 shares, respectively of the Company's common stock to
Morgan Stanley & Co. Incorporated.

The sale was pursuant to two separate Underwriting Agreements,
each dated Aug. 23, 2006.  The sale transactions with the Selling
Shareholders were separately negotiated.  The Selling Shareholders
acquired the shares in a private placement as part of the
consideration that the Company paid for the acquisition of Texas
Genco LLC on February 2, 2006.  After the sale, the Selling
Shareholders held no shares of the Company's issued and
outstanding common stock.  The Company also disclosed that it did
not receive any proceeds from the offering by the Selling
Shareholders.

The Company further disclosed that Morgan Stanley offered for
resale the 8,422,729 shares of the Company's common stock it
purchased, in an at-the-market offering in negotiated transactions
or otherwise, at market prices prevailing on the New York Stock
Exchange at the time of sale, at prices related to the prevailing
market price or otherwise.  The Company has filed a registration
statement, including a prospectus, with the SEC for the offering.

NRG Energy, Inc. (NYSE: NRG) -- http://www.nrgenergy.com/--  
presently owns and operates a diverse portfolio of power-
generating facilities, primarily in Texas and the Northeast, South
Central and Western regions of the United States.  Its operations
include baseload, intermediate, peaking, and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.  NRG also has ownership interests in generating
facilities in Australia and Germany.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 4, 2006 Fitch
Ratings has upgraded the rating of NRG Energy's senior notes to
'B+' from 'B'.  Fitch also affirmed these ratings with a Stable
Outlook:

    -- Senior secured term loan B at 'BB'/'RR1';
    -- Senior secured revolving credit facility at 'BB'/'RR1';
    -- Convertible preferred stock at 'CCC+'/'RR6';
    -- Issuer default rating at 'B'.


O'SULLIVAN INDUSTRIES: Updates Status of Ames Preference Action
---------------------------------------------------------------
O'Sullivan Industries, Inc., is a defendant in an August 2003
preference action in the Ames Department Stores, Inc., bankruptcy
case, which was filed with the U.S. Bankruptcy Court for the
Southern District of New York.  Under the Action, Ames sought to
recover approximately $2,100,000 in preferential transfers it
allegedly made to O'Sullivan within the 90 days prior to its
bankruptcy, plus costs and interest.

O'Sullivan received the summons in the Action on September 22,
2003.  The company denies that it received any preferential
payments.

In a recent filing with the Securities and Exchange Commission,
Rick A. Walters, president and chief executive officer of
O'Sullivan Industries Holdings, Inc., reports that Ames'
preference claim against the company and the company's
administrative claim against Ames were resolved in May 2006.  
Ames has agreed to pay the company a de minimis amount.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  Joel H. Levitin, Esq., at Dechert LLP, represents the
Debtors.  Michael H. Goldstein, Esq., Eric D. Winston, Esq., and
Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C.,
represent the Official Committee of Unsecured Creditors.  On Sept.
30, 2005, the Debtor listed $161,335,000 in assets and
$254,178,000 in debts.  (O'Sullivan Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


OLD CUTLER: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Old Cutler Dental Associates, P.A.
        5480 McGinnis Village Place, Suite 101
        Alpharetta, GA 30005

Bankruptcy Case No.: 06-21219

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                       Case No.
      ------                                       --------
      Dental Health Associates of Georgia, P.C.    06-21220
      Louis G. Spelios D.M.D., P.A.                06-21221

Type of Business: The Debtors provide dental services.  
                  See: http://researcharchives.com/t/s?1090

Chapter 11 Petition Date: August 22, 2006

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtors' Counsel: Louis G. McBryan, Esq.
                  Macey Wilensky Cohen Wittner & Kessler LLP
                  Suite 600 Marquis Two Tower
                  285 Peachtree Center Avenue Northeast
                  Atlanta, GA 30303-1229
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' Consolidated List of their Four Largest Unsecured
Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Internal Revenue                 Withholding Taxes     $1,800,000
Insolvency Department
Room 400-Stop 334D
401 West Peachtree Street
Northwest
Atlanta, GA 30308-3525

Georgia Department of Labor                               Unknown
P.O. Box 740234
Atlanta, GA 30374-0234

Georgia Department of Revenue                             Unknown
Bankruptcy Section, Suite 319
P.O. Box 38143
Atlanta, GA 30334

Internal Revenue Service                                  Unknown
Mr. George E. Lains
2888 Woodstock Boulevard
Suite 100
Atlanta, GA 30341


OLDE RIVER: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Olde River Yacht Club L.P.
        11 Sandy Cove Road
        Clover, SC 29710

Bankruptcy Case No.: 06-13768

Type of Business: The Debtor is a yacht club and operates a deep-
                  water, 190-slip "dockominium" for docking yachts
                  and other sea vessels.
                  See http://www.olderiveryachtclub.com/

Chapter 11 Petition Date: August 24, 2006

Court: Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Frederic P. Schwieg, Esq.
                  Cowden Humphrey Nagorney & Lovett
                  50 Public Square, Suite 1414
                  Cleveland, Ohio 44113
                  Tel: (216) 241-2880 Ext. 133
                  Fax: (216) 241-2881

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Olde River Yacht Club -          106 Water Slip Units    $250,000
Unt Ownrs Asc.
4900 Whiskey Island Drive                             ($1,200,000
Cleveland, OH 44102                                  Senior Lien)


ONSTREAM MEDIA: Incurs $1.2 Mil. Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Onstream Media Corporation reported a $1.2 million net loss on
$2.3 million of net revenues for three months ended June 30, 2006
compared to a $2.3 million net loss on $2 million of net revenues
in 2005, the Company disclosed its third quarter financial results
on Form-10QSB to the Securities and Exchange Commission on
Aug. 17, 2006.

The Company received an additional $270,000 in fully earned, non-
refundable digital asset management fees during the quarter ended
June 30, 2006 that are not included in the approximately
$2.3 million revenue expected to be reported for that period.  The
Company is being required by applicable accounting literature to
defer this amount, which represents approximately 13% of revenue
for the third quarter of fiscal 2005, and to include it as revenue
over the remainder of the calendar year.

Randy Selman, president and chief executive officer of Onstream
Media, also noted that based on current order flow and existing
contracts, the Company expects increasing revenue levels to
continue for at least the remainder of the calendar year.  "Fueled
by continuing enhancements to our Digital Media Services Platform,
such as ad-insertion and smart encoding technologies, coupled with
advanced video player design," continued Mr. Selman, "our user
base continues to grow, including new corporate clients such as
Rodale and Discovery Education.  In addition, we expect our growth
to be augmented upon the full product launch of Quickcast, which
is expected to occur in the upcoming months.  This innovative
product enables users to self- deploy dynamic PowerPoint
presentations online, which could enable thousands of corporate
users to mass market messages, products and services."

"Onstream Media's revenue growth, as compared to the corresponding
quarter of the prior year, is primarily due to an increase in
revenue from webcasting services.  However, usage of the Company's
digital asset management services has also expanded and is
expected to contribute to increases in revenues for the fourth
quarter of fiscal 2006 and into fiscal 2007, as compared to the
corresponding prior year quarters," added Mr. Selman.

                        Going Concern Doubt

Goldstein Lewin & Co. expressed substantial doubt about Onstream
Media's ability to continue as a going concern after it audited
the Company's financial statement for the fiscal years ended Sept.
30, 2005 and 2004.  The auditing firm pointed to the Company's
significant recurring losses from operations since inception.

Based in Pompano Beach, Florida, Onstream Media (Nasdaq: ONSM) --
http://www.onstreammedia.com/-- is a online service provider of  
live and on-demand communications and digital media services
including encoding, editorial, hosting, digital asset management,
streaming, e-commerce/pay-per-view and distribution via the
Onstream Digital Media Services Platform.  Onstream Media's
pioneering ASP Digital Media Services Platform (DMSP) provides its
customers with the necessary tools for webcasting, web
conferencing, managing digital assets, publishing content on the
Internet and establishing e-commerce storefronts to transact
business online.  All of Onstream Media's services are focused on
increasing productivity and revenues, and reducing capital
expenditures and operational costs of any organization in an
affordable and highly secure environment.


OVER & HUMPHREYS: Case Summary & Ten Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Over & Humphreys Enterprises, LLC
        dba Over & Humphreys, LLC
        2 Bush Chapel Road
        Aberdeen, MD 21001

Bankruptcy Case No.: 06-15095

Debtor-affiliate filing separate chapter 11 petition:

      Entity                    Case No.
      ------                    --------
      Charles W. Over, Jr.      06-15104

Chapter 11 Petition Date: August 25, 2006

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtors' Counsel: Constance M. Hare, Esq.
                  Mehlman, Greenblatt & Hare, LLC
                  723 South Charles Street, Suite LL3
                  Baltimore, MD 21230
                  Tel: (410) 547-0300
                  Fax: (410) 547-7474

                       -- and --

                  Michael G. Rinn, Esq.
                  111 Warren Road, Suite 4
                  Cockeysville, MD 21030-2429
                  Tel: (410) 683-1040
                  Fax: (410) 683-1044

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Over & Humphreys Enterprises, LLC's Three Largest Unsecured
Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
UPS Capital Business Credit      716 South             $1,356,657
280 Trumbull Street              Philadelphia -
Hartford, CT 06103               Real Property
                                 Judgment Lien

C.W. Over & Sons, Inc.                                   $353,113
2 Bush Chapel Road
Aberdeen, MD 21001

Treasurer of Aberdeen            City Taxes for 716        $4,655
60 North Parke Street            South Philadelphia
Aberdeen, MD 21001               Boulevard, Aberdeen
                                 MD 21001

B. Charles W. Over, Jr.'s Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
UPS Capital Business Credit      716 South             $1,356,657
280 Trumbull Street              Philadelphia -
Hartford, CT 06103               Real Property
                                 Judgment Lien

NBRS Financial                   Guaranty of             $474,071
P.O. Box 370                     Obligation of
Rising Sun, MD 21911             Over & Humphreys
                                 Enterprises, LLC

                                 Guaranty of             $902,460
                                 Obligation of C.W.
                                 Over & Sons, Inc.

                                 2004 Chevrolet           $22,900
                                 Corvette

                                 Guaranty of               $5,376
                                 Obligation of Genesis
                                 Truck Parts, Inc.

Daimler Chrysler Services        Guaranty of             $215,704
1011 Warrenville Road            Obligation of C.W.
Lisle, IL 60532                  Over & Sons, Inc.

Butler Capital Corporation       Guaranty of              $69,471
P.O. Box 677                     Obligation of C.W.
Cockeysville, MD 21030           Over & Sons, Inc.

Mercantile County Bank           Guaranty of              $29,550
P.O. Box 100                     Obligation of Genesis
Elkton, MD 21922                 Truck Parts, Inc.

GMAC                             Guaranty of              $27,609
                                 Obligation of C.W.
                                 Over & Sons, Inc.

Chase Auto Finance               Guaranty of              $16,247
                                 Obligation of C.W.
                                 Over & Sons, Inc.


OWENS CORNING: Schedules & Exhibits Supplementing Chapter 11 Plan
-----------------------------------------------------------------
Owens Corning and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware on Aug. 17, 2006,
certain schedules and exhibits to supplement their Sixth Amended
Plan of Reorganization and accompanying Disclosure Statement.  The
Debtors also made technical modifications to the Plan.

The Debtors expect to have $1,432,000,000 in Available Cash as of
October 30, 2006.  The Debtors also expect the combined OCD
distribution package to consist of $618,000,000 in Available Cash
and $3,716,800,000 in New OCD Common Stock.

The Debtors will reject a net lease agreement with Seanell
Properties #14, LLC, as part of the Plan.

Shearman & Sterling LLP will not be released under the Plan from
potential claims and causes of action.

The Debtors also disclose that Reorganized Owens Corning's
initial board of directors will consist of 16 members:

   -- 12 continuing directors;

   -- one member to be named by the Asbestos Claimants' Committee
      and another one by the Future Claimants' Representative, in
      the event Reserved New OCD Shares are distributed by the
      Asbestos Personal Injury Trust; and

   -- two members to be named by the Ad Hoc Bondholders'
      Committee.

The Potential Continuing Directors are:

   Name                            Position
   ----                            --------
   Michael II. Thaman              Chairman of the Board
   Norman P. Blake, Jr.            Director
   David T. Brown                  Director
   Gaston Caperton                 Director
   William W. Colville             Director
   Landon Hilliard                 Director
   Ann Iverson                     Director
   W. Walker Lewis                 Director
   W. Ann Reynolds                 Director
   Robert B. Smith, Jr.            Director
   To be determined                Director
   To be determined                Director

The Potential Bondholder Designated Directors are:

   Name                            Position
   ----                            --------
   Marc Sole                       Director
   To be determined                Director

The Proposed ACC Designated Director is W. Howard Morris and the
FCR Designated Director is James J. McMonagle.

Five current Owens Corning executives will serve as officers of
the Reorganized Debtor:

   Name                            Position
   ----                            --------
   David T. Brown                  President and CEO

   Charles E. Dana                 VP and President-Composite
                                   Solutions Business

   Joseph C. High                  Senior VP, Human Resources

   David L. Johns                  Senior VP and Chief Supply
                                   Chain and IT Officer

   Michael H. Thaman               Chief Financial Officer

The Plan Schedules include a schedule of:

   * the Non-Debtor Subsidiaries;

   * Purchasers and Transferees Treated as Protected Parties;

   * Protected Insurance Companies;

   * FB Persons and OC Persons;

   * Interested Parties;

   * Protected Parties;

   * Estimates;

   * Avoidance Actions Expressly Not Released; and

   * OCD Insurance Policies which are OC Asbestos Personal Injury
     Liability Insurance Assets;

   * Terms of Tail Insurance; and

   * Restructuring Transactions

The Plan Exhibits include a copy of:

   * the Amended and Restated Certificate of Incorporation of
     Reorganized Owens Corning;

   * Reorganized Owens Corning's Amended and Restated Bylaws;

   * the Asbestos Personal Trust Agreement;

   * Asbestos PI Trust Distribution Procedures;

   * Terms and Conditions of the Senior Notes and New OCD Common
     Stock; and

   * Forms of Class A11 Warrants, Class A12-A Warrants,
     Contingent and Trust Promissory Notes, and Trust Stock
     Pledge.

A full-text copy of the Plan Schedules is available at no charge
at http://ResearchArchives.com/t/s?1088

A full-text copy of the Plan Exhibits is available at no charge
at http://ResearchArchives.com/t/s?1089

A full-text copy of the Plan Modifications is available at no
charge at http://ResearchArchives.com/t/s?108a

A hearing to consider confirmation of the Sixth Amended Plan is
currently scheduled for September 18, 2006, at 9:00 a.m., in
Pittsburgh, Pennsylvania.  Confirmation objections, if any, are
due September 1.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 139; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


OWENS CORNING: Seeks Clarifications on $2.4B Exit Financing Order
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on July 27, 2006,
Owens Corning and its debtor-affiliates and its debtor-affiliates  
contemplated that on the effective date of their Modified Plan of
Reorganization, Reorganized Owens Corning:

    -- will obtain $2,400,000,000 in bank financing, consisting
       of a $1,000,000,000 revolving credit facility and a
       $1,400,000,000 term loan facility; and

    -- might undertake one or more debt securities offerings to
       be completed concurrently with, prior to, or within six
       months of the Plan Effective Date, to raise at least
       $400,000,000 before underwriting fees.

Reorganized Owens Corning will use the proceeds of any
Contemplated Securities Issuance in excess of $400,000,000 to
repay or reduce the Term Facility.

The Debtors sought and obtained in July 2006 the U.S. Bankruptcy
Court for the District of Delaware's authority to enter into a
Senior Credit Facilities Commitment Letter and related agreements
with Citigroup Global Markets Inc., Bank of America, N.A., and
Bank of America.  The Senior Facilities Order, among others,
permits the Debtors to pay fees and expenses relating to the
Contemplated Securities Issuance.

The Contemplated Securities Issuance could consist of one or more
offerings of securities prior to, concurrently with, or within
six months after the Debtors exit from bankruptcy.  While the
issuer under the Contemplated Securities Issuance will in all
cases be Reorganized Owens Corning, J. Kate Stickles, Esq., at
Saul Ewing LLP, in Wilmington, Delaware, says, the Debtors will
be required to take certain actions if the Contemplated
Securities Issuance is undertaken prior to the Effective Date,
including:

   (1) the establishment of an escrow to hold the proceeds of the
       Contemplated Securities Issuance pending the earlier of
       the escrow termination date and Effective Date of the
       Plan;

   (2) the payment of various fees and expenses associated with
       the Contemplated Securities Issuance; and

   (3) the pre-funding of interest through the escrow termination
       date on the escrowed proceeds of the Contemplated
       Securities Issuance.

The Debtors believe that authority to undertake those
transactions under Section 363 of the Bankruptcy Code already
exists under the Senior Facilities Order.  However, Citigroup,
the lead underwriter of the Contemplated Securities Issuance,
indicated that the scope of the Order should be clarified to
demonstrate to potential investors that sufficient authority and
protections exist upon which the investors can rely before they
will be able to commit funds to effectuate the Contemplated
Securities Issuance prior to the Effective Date.

In an abundance of caution, the Debtors ask Judge Fitzgerald to
clarify that:

   (a) they are authorized to (i) pay all fees and expenses
       associated with and attendant to the Contemplated
       Securities Issuance, including, fees and expenses payable
       to the escrow agent and all underwriters, placement
       agents, initial purchasers and bookrunners, and (ii) fund
       into escrow an amount equal to all interest that will
       accrue on the Senior Notes through the scheduled
       expiration date of the escrow, plus an amount equal to any
       underwriting, placement agent or initial purchaser fee
       paid directly from the proceeds of the offering;

   (b) subject to documentation, all fees and expenses then due
       and owing associated with and attendant to the
       Contemplated Securities Issuance will be paid when due and
       will be non-refundable and fully earned when paid;

   (c) amounts deposited into escrow upon the issuance of the
       Senior Notes will not constitute property of any Debtor's
       estate pursuant to Section 541 of the Bankruptcy Code or
       otherwise;

   (d) interest will accrue and be paid on the Senior Notes prior
       to the Effective Date or the expiration date of the escrow
       -- whichever is earlier -- in accordance with the terms
       of the definitive indenture governing the Senior Notes;

   (e) if the Effective Date of the Plan occurs prior to the
       expiration date of the escrow, all amounts held in escrow
       will be distributed to Reorganized Owens Corning on the
       Effective Date of the Plan or as otherwise provided in the
       Plan or order confirming the Plan; and

   (f) if the escrow termination date occurs prior to the
       Effective Date of the Plan, the principal amount of the
       Senior Notes and all interest accrued through the escrow
       termination date will be distributed to the holders of the
       Senior Notes on the escrow termination date and any excess
       amount of interest will be returned to the Debtors, all
       without further Court order.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 139; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


PATRON SYSTEMS: 2006 Second Quarter Net Loss Narrows to $1.6 Mil.
-----------------------------------------------------------------
Patron Systems, Inc., filed its second quarter financial
statements for the three months ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 11, 2006.

The Company reported a $1,621,017 net loss on $318,960 of revenues
for the second quarter ended June 30, 2006, compared with a
$5,028,505 net loss on $84,413 of revenues for the same period in
2005.

At June 30, 2006, the Company's balance sheet showed $12,034,195
in total assets, $5,374,052 in total current liabilities, and
$6,660,143 in total stockholders' equity.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?1083

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Marcum & Kliegman LLP expressed substantial doubt about Patron
Systems, Inc.'s ability to continue as going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2005.  The accounting firm pointed to the Company's net
losses incurred since its inception, its working capital
deficiency, and the numerous litigation matters it is involved in.

                       About Patron Systems

Headquartered in Boulder, Colorado, Patron Systems, Inc.
(OTCBB: PTRS) -- http://www.patronsystems.com/-- offers
integrated enterprise email and data security and enforceable
compliance.  The Company's suite of Active Message Management(TM)
products addresses eform creation, capture, sharing, and manages
data in an industry standard format as well as providing solutions
for mailbox management, email policy management, email retention
policies, archiving and eDiscovery, proactive email supervision,
and protection of messages and their attachments in motion and at
rest.


PEACEFUL MANAGEMENT: Selling Parking Garage Lease on September 14
-----------------------------------------------------------------
Ian J. Gazes, the Chapter 7 Trustee of Peaceful Management Inc.,
will sell the Debtor's property lease for a parking garage located
at 700 Pacific Street in Brooklyn, New York, on Sept. 14, 2006, at
9:30 a.m.

The sale will be held at:

   Gazes LLC
   27th Floor
   32 Avenue of the Americas
   New York City, NY 10013

The lease of the parking garage, which holds approximately 150
spaces, will be sold for $314,000.

For more information on the sale, contact:

   G.E.M. Auction Corp.
   499 Van Brunt Street, Suite 4B
   Brooklyn, New York 11231
   Tel: (718) 222-0100
   FaX: (718) 222-4030
   e-mail: http://www.gemassociates.com/
   
Based in Brooklyn, New York, Peaceful Management Inc. owns and
operates parking services.  The Debtors filed for chapter 7
petition on June 5, 2006 (Bankr. S.D.N.Y. Case No. 06-11258).  Ian
J. Gazes serves as the Debtor's Chapter 7 Trustee.


QUEEN'S SEAPORT: Gets Access to Bar-K's Cash Collateral
-------------------------------------------------------
The Honorable Allan A. Hart of the U.S. Bankruptcy Court for the
Central District of California allowed Howard M. Ehrenberg -- the
chapter 11 trustee appointed in Queen's Seaport Development,
Inc.'s bankruptcy case -- to use cash collateral securing
repayment of the Debtor's loan from Bar-K, Inc. -- a loan
servicing agent for R.E. Loans, LLC, and Bruce Horowitz Family
Partnership.

The Debtor owes Bar-K $24.5 million in principal amount.

The Chapter 11 Trustee will use the cash collateral to pay
payroll, purchases, utilities, insurance, maintenance and all
other general operating expenses.  

To provide Bar-K with adequate protection for any diminution in
the value of its collateral, as required under Section 363 of the
Bankruptcy Code, the Debtor grants Bar-K replacement liens to the
same extent, validity and priority as its prepetition lien.

                      About Queen's Seaport

Headquartered in Long Beach, California, Queen's Seaport
Development, Inc. -- http://www.queenmary.com/-- operates the
Queen Mary ocean liner, various attractions and a hotel.  The
Company filed for chapter 11 protection on March 15, 2005
(Bankr. C.D. Calif. Case No. 05-15175).  Joseph A. Eisenberg,
Esq., at Jeffer Mangles Butler & Marmaro LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


REFCO INC: BofA Wants Final Approval on Cash Collateral Use
-----------------------------------------------------------
Bank of America, N.A., in its capacity as administrative agent
for prepetition secured lenders under a Credit Agreement, dated
Aug. 5, 2004, asks the Hon. Robert Drain of the U.S. Bankruptcy
for the Southern District of New York to enter a final order:

   (1) authorizing Refco Group Ltd., LLC, and its affiliates to
       use the Prepetition Lenders' Cash Collateral; and

   (2) providing adequate protection to the Prepetition Lenders.

BofA delivered to the Court a proposed Final Cash Collateral
Order, pursuant to which the Debtors will be authorized to:

   (a) use up to $83,333,000 in the aggregate of cash and cash
       investments of the Debtors other than Refco Capital
       Markets, LTD., for professional expenses related to RCM's
       Chapter 11 case -- Non-Lender Other Estate Expenses; and

   (b) use or distribute up to $200,000,000 of Available Cash,
       provided that:

       -- with respect to the first $100,000,000 used or
          distributed, 50% will be paid to BofA as adequate
          protection in respect of the Prepetition Credit
          Agreement; and

       -- with respect to the next $100,000,000, 66-2/3% will be
          paid to BofA as Adequate Protection Payment.

       The balance of Available Cash used or distributed may be:

       (A) applied to the payment of Non-Lender Other Estate
           Expenses, to the extent accrued and payable in
           accordance with the Interim Compensation Order and
           with the Payment Allocation Methodology; or

       (B) reserved for the payment of future Non-Lender Other
           Estate Expenses accrued through the Termination Date
           when so accrued and payable.

BofA proposes that no further Available Cash will be used or
distributed without its written consent or further Court order,
if:

    -- the aggregate amount of Available Cash paid or reserved
       for the payment of Non-Lender Other Estate Expenses
       reaches the $83,333,000 Authorized Amount; or

    -- a plan of reorganization and corresponding disclosure
       statement for RCM has not been filed with the Court by
       November 15, 2006.

BofA also asks the Court to permit the Debtors to use, from
October 18, 2005, through the Termination Date, up to $12,000,000
of Cash Collateral to pay administrative expenses other than Non-
Lender Other Estate Expenses.

"Termination Date" will mean the earlier of:

     * December 15, 2006; and

     * seven business days after BofA notifies the Debtors in
       writing that it no longer consents to the use of Cash
       Collateral.

BofA further asks Judge Drain to grant the Prepetition Lenders:

   1.  Adequate Protection Liens and Claims to the extent of
       their valid, perfected, and non-voidable security
       interests and liens in the Prepetition Collateral, for any
       diminution in value of their interests in the Prepetition
       Collateral from and after the Petition Date; and

   2.  to the extent of diminution, superpriority allowed claims
       pursuant to Section 507(b) of the Bankruptcy Code, with
       priority over administrative expenses and other claims
       allowable under Section 507(a)(2).

BofA agrees to a $1,000,000 carve-out to cover expenses of the
Debtors and the statutory committees in connection with the
investigation or evaluation of the validity, perfection,
priority, extent or enforceability of the Prepetition Debt or the
liens securing the Prepetition Debt.

BofA asks Judge Drain to approve a scheme for allocating
professional expenses of RCM, the Committee and other parties
with professionals required to be compensated from RCM's estates.

BofA adds that the Debtors should be required to continue
providing weekly financial reports.

A full-text copy of the Payment Allocation Methodology is
available at no charge at http://ResearchArchives.com/t/s?107e

BofA is represented in the Debtors' cases by Donald S. Bernstein,
Esq., Karen E. Wagner, Esq., and Brian M. Resnick, Esq., at Davis
Polk & Wardwell, in New York.

The Court will convene a hearing on August 28, 2006, at 10:00
a.m. to consider entry of a Final Cash Collateral Order.

A full-text copy of BofA's proposed Final Cash Collateral Order
is available at no charge at http://ResearchArchives.com/t/s?107f

                      About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Court Okays Rejection of Refco F/X Introducing Pacts
---------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Refco Inc., and its
debtor-affiliates to reject Refco F/X Associates, LLC's
Introducing Agreements with certain agents or introducing brokers,
to the extent executory, effective as of August 15, 2006.

Judge Drain directs all entities asserting a claim against any of
the Debtors either arising from or related to the rejection of
any of the Agreements or to those that arose before the Effective
Date to file a proof of claim or request for payment of
administrative claim no later than 5:00 p.m. on October 10, 2006.

Any claimholder who is required, but fails, to file a proof of
claim before the Claims Deadline will:

   (i) be forever barred, estopped, and permanently enjoined
       from asserting a claim against the Debtors, their
       successors, or their property;

  (ii) not be treated as a "creditor' for purposes of voting on
       any plan or in respect of any distribution in the
       Debtors' Chapter 11 cases; and

(iii) not be entitled to receive further notices regarding that
       claim.

                Reject Introducing Agreements

Refco F/X Associates, operates an on-line retail foreign
exchange trading business under the trade name RefcoFX.com.  The
business operates under a Facilities Management Agreement between
Refco Group Ltd., LLC, and Forex Capital Markets, LLC, on a
software trading platform created and maintained by FXCM.

In connection with FXA's Foreign Exchange Business, FXA entered
into certain Introducing Agreements with agents or introducing
brokers, pursuant to which the Brokers agreed to identify and
refer prospective customers to the Foreign Exchange Business in
return for transaction-based commissions on trading activity by
Referred Customers for as long as the Referred Customer maintains
its account or until an agreement was terminated.

A complete list of the Brokers is available at no charge at:

               http://ResearchArchives.com/t/s?107c

To enhance their Commissions, the Brokers also maintained
customer relationships by continuing to communicate with their
Referred Customers and to encourage trading.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, related that the initial term of each
Agreement was one year but was automatically extended for
additional one-year successive periods, unless either party gave
written notice of its intent not to extend the term before the
end of the current term.  Despite the potential long-term nature
of the relationship, the Agreement was freely terminable by
either party.

Specifically, the Agreement provides that it may be terminated by
"RFXA or Introducer, at any time, with or without cause, upon
written notice of termination given to the other party."

Considering that the Foreign Exchange Business has been
interrupted since the Petition Date, Ms. Henry states that FXA is
not accepting new client deposits or opening new client accounts.

Furthermore, the Debtors have ascertained that the consummation
of a transaction that would provide for assumption and assignment
of customer accounts and Agreements is no longer likely.

Under those circumstances, FXA has determined that its estates do
not receive any benefit from the Agreements, yet FXA continues to
accrue obligations to pay Commissions to the Brokers for trading
by existing Referred Customers.

Ms. Henry noted that FXA has initiated a process of terminating
the Agreements under their terms.

The Debtors had asked the Court to approve FXA's rejection of the
Introducing Agreements effective immediately, as a protective
measure.  The Debtors also asked the Court to establish 60 days
after the entry of the Rejection Order as deadline for filing
claims either arising from or related to the rejection of any of
the Agreements or those that arose before the effective date of
rejection.

Ms. Henry asserted that the Debtors' "business judgment" standard
for rejection has been satisfied because the Agreements are not
providing any value to FXA's bankruptcy estate.

The Debtors believe that all claims arising from or related to
the Agreements constitute prepetition, non-priority general
unsecured claims against the FXA estate.

Ms. Henry further contended that the establishment of the Claims
Deadline permits the Brokers to submit a claim with respect to
the entire amount of their claim regardless of whether that claim
arose before or after the Debtors filed for bankruptcy.

Ms. Henry insisted that establishing the Claims Deadline will give
the Debtors an opportunity to understand the magnitude and
alleged priority of all claims arising from or related to the
Agreements, thereby facilitating the administration of the
bankruptcy estates.


                         WSD Objects

Wall Street Derivatives, Inc., a licensed Refco FX Associates
broker administered under the Commodity Futures Trading
Commission Regulation, objected to the Debtors' proposed rejection
of certain introducing broker agreements with the FXA.

Dave Banerjee, WSD's principal, related that WSD was under an
assumption that Refco, Inc., was a registered firm that would
maintain WSD's clearing deposit under the CFTC guidelines
requiring for funds segregation for the broker's protection.

WSD complained that the Debtors only wanted the clearing deposit
"discharged" under the Bankruptcy Code.

"We cannot accept this as an acceptable alternative," Mr.
Banerjee told Judge Drain.

To the extent that the Debtors' request denies WSD any claim to a
refund of its clearing deposit, the proposed rejection will place
undue burden and will impact WSD's objective to provide for an
orderly market in foreign exchange for WSD clients' benefit, Mr.
Banerjee contends.

                      About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


RES-CARE INC: S&P Lifts Sr. Unsecured Debt Rating to B+ from B
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Louisville, Kentucky-based Res-Care Inc.  The corporate credit
rating was raised to 'BB-' from 'B+' and the rating outlook is
stable.  The senior secured debt rating was raised to 'BB' from
'BB-' and the senior unsecured debt rating was raised to 'B+'
from 'B'.

"This ratings action reflects the company's ability to
consistently expand margins despite a flat reimbursement
environment, and the resulting improvement in its financial
profile," said Standard & Poor's credit analyst Alain Pelanne.

The ratings on Res-Care reflect the company's narrow operating
focus and the potential for reimbursement rate pressures from
government and related payors dealing with overburdened budgets.
While the company has managed to reduce insurance and labor
expenses as a percentage of revenues during the past year, EBITDA
margins remain thin and are vulnerable to any negative swings for
key expenses.

These credit factors are partially mitigated by Res-Care's
successful expansion and diversification of its core operations,
its top standing in a unique market -- providing support services
to individuals with special needs -- and its strengthening
financial and liquidity profile.

Res-Care predominantly provides residential services, training,
education, and support services to populations with special needs
throughout the U.S., Puerto Rico, and Canada, including people
with developmental or other disabilities, and to at-risk youths
and people experiencing barriers to employment.  The company's
market has grown rapidly, as state agencies have stopped providing
services to at-risk populations.  While reimbursement has been
flat over the last few years, the company has managed to generate
growth in revenues through both acquisitions and program
expansion.

Res-Care's financial profile has improved steadily in recent
years.  EBITDA growth should continue as the company diversifies
its revenues and gains further efficiencies in labor and insurance
costs.  Total lease-adjusted debt to EBITDA is expected to be less
than 3x going forward.  Despite its relatively low operating
margins, Res-Care has demonstrated an ability to generate healthy
cash flows sufficient to support its obligations.  Funds from
operations to total debt is expected to be greater than 25%.


RING-R: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Ring-R, Inc.
        dba Ring-R Engineering
        dba Thermtron Products
        120 Harvest Road
        P.O. Box 496
        Bluffton, IN 46714

Bankruptcy Case No.: 06-11411

Type of Business: The Debtor is a designer, manufacturer, and
                  systems integrator of equipment for the
                  insulation and recycling industries.
                  See http://www.ringr.com/

Chapter 11 Petition Date: August 28, 2006

Court: Northern District of Indiana (Fort Wayne Division)

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Greenfiber, LLC                           $827,773
2500 Distribution Street
Charlotte, NC 28203

ESSEGI                                    $595,417
Strda Degil Alberi
47-135015
Galliera Veneta (PD)
PIVA 01398730281

Wabash Electric Supply, Inc.              $270,320
1400 South Wabash Street
Wabash, IN 46992

Motion                                    $256,322
P.O. Box 98412
Chicago, IL 60693

TMI                                       $137,656
1625 Baker Drive
Ossian, IN 46777

Jan Ringger                               $104,083

Charter One                               $100,921

LaSalle Bank                              $100,075

Platinum Plus for Business                 $83,510

Pena's                                     $67,978

Kuka Robotics Sales Operation              $67,760

Alro Steel Corporation                     $53,679

First Horizon                              $50,343

Capital One                                $41,000

American Express                           $39,764

Insurance Management                       $38,848

Kent Ringger                               $27,598

Air Management Products                    $26,237

Martin International                       $24,548

Sentinel Fluid Controls                    $22,637


RITE AID: Jean Coutu Merger Prompts Moody's to Review Ratings
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Rite Aid
Corporation, including the corporate family rating of B2,
on review for possible downgrade.

Ratings on review for possible downgrade:

   * Corporate Family Rating at B2

   * Senior secured global notes at B2

   * Senior secured guaranteed second lien notes at B2

   * Senior unsecured debentures, notes, convertible senior notes
     and global notes at Caa1

   * Speculative grade liquidity rating at SGL-3

The key driver of this review action is the company's announcement
that it will acquire the U.S. subsidiary of The Jean Coutu Group
Inc.  That subsidiary, the Jean Coutu Group USA Inc., operates
1858 Eckerd and Brooks drugstores primarily in the Eastern United
States.  Consideration of $3.4 billion to be paid to Coutu will be
composed of $1.45 billion cash and the assumption of Jean Coutu's
$850 million senior subordinated notes plus the issuance of 250
million Rite Aid shares.

If Coutu's senior subordinated notes are not assumed by Rite Aid,
the cash portion of consideration will increase to $2.3 billion.  
While Coutu's US business to be acquired by Rite Aid generated
reported fiscal 2006 EBITDA of $368 million, excluding non-
recurring charges, the addition of funded debt of at least $2.3
billion plus Coutu's US leases will exacerbate Rite Aid's already
high leverage -- debt to EBITDA based on Moody's standard
analytical adjustments was 6.5 times for the twelve months ending
in May 2006.

This acquisition of 1,858 stores is also large relative to
Rite Aid's existing base of 3,319 stores, potentially posing
integration challenges.  Strategically, however, the acquisition
will give Rite Aid greater density and scale in its important
Eastern markets with combined fiscal 2006 revenues of
$26.8 billion.

Moody's review will focus on Rite Aid's plans to achieve projected
synergies of $150 million after the first 12 months, actions
necessary to integrate this significant acquisition from an
operational and managerial perspective, on-going capital
expenditure programs, and post-acquisition capital structure.

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
is the third largest national drugstore chain. Revenues for the
fiscal year ended March 4, 2006 were approximately $17.3 billion.


SAINT VINCENTS: Bayer Conditions Proposed Contract Rejection
------------------------------------------------------------
Bayer Corporation asks the U.S. Bankruptcy Court for the Southern
District of New York to:

    (1) deny Saint Vincents Catholic Medical Centers of New York
        and its debtor-affiliates request to reject certain
        contracts with Bayer to the extent the rejection of
        the Leases has retroactive effect; and

    (2) compel the Debtors to surrender the equipment leased under
        the St. Joseph's Lease.

"Bayer does not oppose Debtors' request to reject, only the
request that the rejection have retroactive effect," Charles
Palella, Esq., at Kurzman Karelsen & Frank LLP, in New York, tells
Judge Hardin.

Mr. Palella points out that giving retroactive effect to the
rejection of the Leases, more than a year in the case of the St.
Mary's Equipment Lease and more than 10 months in the case of the
St. Joseph's Equipment Lease, is neither fair nor equitable and
is not consistent with the Court's recent decisions.

As reported in the Troubled Company Reporter on July 17, 2006,
SVMC operated seven hospitals including Saint Mary's Hospital in
Brooklyn, which was closed on September 20, 2005, as of July 5,
2005.  Prior to its bankruptcy filing, SVCMC also operated Saint
Joseph's Hospital in Queens, which was closed on August 27, 2004.

St. Mary's and St. Joseph's, each leased equipment from Bayer
Corporation pursuant to two Cost Management Plan Contracts.

The equipment leased by St. Joseph's was returned to Bayer on
April 1, 2005, for storage.  The Debtors have never used or
possessed the equipment since the Petition Date but continued to
make payments under the St. Joseph's Equipment Lease.

Since the closure of the lab that utilized the equipment leased
to St. Mary's, the Debtors never used that equipment but
continued to make payments under the St. Mary's Equipment Lease.

The Debtors wants to reject:

    (i) the St. Joseph's Equipment Lease effective as of
        July 5, 2005; and

   (ii) the St. Mary's Equipment Lease effective as of
        September 30, 2005 -- the date the lab was closed.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, informed the Court that the Debtors are current on their
obligations under the Equipment Leases and have made:

    * postpetition payments under the St. Joseph's Equipment Lease
      totaling $18,378; and

    * post-Closure Date payments under the St. Mary's Equipment
      Lease totaling $23,959.

Mr. Troop asserted the retroactive application of the Court's
approval of the rejection is fair, equitable, and consistent with
recent court decisions because:

    -- the Equipment Leases are burdensome liabilities with no
       corresponding benefit to the Debtors and their estates;

    -- the rejection eliminates any claim Bayer may have to
       further administrative payments under the Equipment Leases
       and provides the Debtors with the opportunity to recoup
       administrative payments that have been made;

    -- Bayer will not be prejudiced by a retroactive rejection of
       the Equipment Leases because, had the rejection occurred
       earlier, Bayer would not have been able to re-lease the
       equipment or obtain any significant value from the
       equipment;

    -- Bayer has been on notice that the Debtors were not
       benefiting from the Equipment Leases or using the
       equipment.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 32 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Can Access CCC's Cash Collateral Until October 12
-----------------------------------------------------------------
The Honorable Adlai Hardin of the U.S. Bankruptcy Court for the
Southern District of New York approves the stipulation between
Saint Vincents Catholic Medical Centers of New York, its debtor-
affiliates and Comprehensive Cancer Corporation of New York
extending the Debtors' use of CCC's cash collateral through and
including Oct. 12, 2006.

The extension is without prejudice to CCC's right to ask the
Court to (i) terminate the Debtors' use of the CCC cash
collateral for cause or (ii) compel the Debtors to assume or
reject the Services Agreement and the ancillary agreements.

The Debtors and CCC further stipulate that the Original
Stipulation is modified to reflect that the super-priority
administrative claim granted to CCC as additional adequate
protection under Section 507(b) of the Bankruptcy Code will:

    -- not attach to, or be payable from, any proceeds from causes
       of action arising under Sections 544, 545, 547, 548, 549,
       550 and 724 of the Bankruptcy Code; and

    -- be (i) junior to any claim allowed in favor of General
       Electric Capital Corporation under the DIP Credit Agreement
       between the Debtors and GECC, (ii) pari passu with any
       other super-priority administrative claim arising under
       Section 507(b), and (iii) subject to the Carve-out as that
       term is defined in the Credit Agreement.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 32 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SATELITES MEXICANOS: Gets Interim Use of Existing Bank Accounts
---------------------------------------------------------------
The Honorable Robert D. Drain, of the U.S. Bankruptcy Court for
the Southern District of New York, authorized Satelites Mexicanos,
S.A. de C.V., to designate and maintain, with the same names and
account numbers, all of its bank accounts existing immediately
prior to the Petition Date, pending a final hearing.

The Debtor seeks a waiver of the U.S. Trustee requirement that the
Bank Accounts be closed and that new postpetition bank accounts be
opened.

The United States Trustee's operating guidelines require Chapter  
11 debtors to, among other things:  
  
   (a) close all existing bank accounts and open new debtor-in-  
       possession bank accounts;  
  
   (b) establish one debtor-in-possession account for all estate  
       funds required for the payment of taxes, including payroll
       taxes; and  
  
   (c) maintain a separate debtor-in-possession account for cash  
       collateral.

Prior to the Petition Date, the Debtor maintained 18 bank accounts
at various banks in Mexico, Luxemburg and the United States.

A list of the Debtor's bank accounts is available for free at:

               http://researcharchives.com/t/s?108d

The Debtor proposes to continue using all of its foreign,
prepetition collection accounts at Citibank, N.A.; HSBC Mexico,
S.A. Institucion de Banca Multiple, Grupo Financiero HSBC; and
BBVA Bancomer, S.A., to allow its customers to continue making
payments consistent with prepetition practices.  Funds from the
collection accounts will be swept into the Debtor's operating
accounts maintained with HSBC Mexico or the corresponding HSBC
investment account on a daily basis.

Maintenance of the existing Bank Accounts will enable the Debtor
to continue engaging in commercial transactions with Mexican
residents in local currency, which, in many cases, accelerates the
Debtor's ability to receive funds from its Mexican customers, as
well as fund all general operating expenses, including employee
obligations, with accounts maintained by local banks, Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, relates.

Mr. Despins also notes that the Debtor modified its cash
management system to ensure that its Bank Accounts maintained at
HSBC Mexico serve as its primary Bank Accounts during the pendency
of the Chapter 11 case.  The Debtor intends to take all reasonable
steps necessary to cause HSBC Mexico to appear on the U.S.
Trustee's list of Authorized Bank Depositories.

HSBC Bank USA N.A., is one of the banks on the U.S. Trustee's  
list of Authorized Bank Depositories.

In light of the steps taken by the Debtor to ensure the safety of  
deposits and investments of funds, the requirements of opening new
accounts to prevent the unauthorized payment of prepetition
claims, will not provide any benefit and would be a waste of the
Debtor's limited resources, Mr. Despins asserts.

                   About Satelites Mexicanos

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.  
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on August 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SATELITES MEXICANOS: Gets Interim Continuance of Investment Policy
------------------------------------------------------------------
The Honorable Robert D. Drain, of the U.S. Bankruptcy Court for
the Southern District of New York, pending a final hearing,
authorized Satelites Mexicanos, S.A. de C.V., to invest and
deposit funds in accordance with its prepetition Investment Policy
without the need for any additional agreements not utilized prior
to its filing for chapter 11 protection.

Section 345(a) of the Bankruptcy Code authorizes a debtor-in-
possession to make deposits or investments of money of its estate
that "will yield the maximum reasonable net return on such money,
taking into account the safety of such deposit or investment."

For deposits or investments that are not "insured or guaranteed by
the United States or by a department, agency or instrumentality of
the United States or backed by the full faith and credit of the
United States," Section 345(b) provides that a debtor-in-
possession must require a bond in favor of the United States
secured by the undertaking of a corporate surety approved by the
United States trustee for Region 2 from an entity with which money
of a debtor-in-possession's estate is deposited or invested.

In the alternative, the debtor-in-possession may require the
entity to deposit governmental securities pursuant to 31 U.S.C.
Section 9303, which provides that where a person is required by
law to give a surety bond, that person, in lieu of the surety
bond, may provide a governmental obligation.

Prior to filing for chapter 11 prtection, the Debtor opened two
investment accounts at HSBC Mexico, S.A. Institucion de Banca
Multiple, Grupo Financiero HSBC.  The HSBC Investment Accounts are
maintained in Mexican Pesos and U.S. Dollars and serve as the
Debtor's primary investment accounts during the pendency of the
Chapter 11 case.

The HSBC Investment Account maintained in U.S. Dollars currently
contains investments of approximately $20,000,000 in HSBC-backed
short-term time deposits maturing over periods between overnight
to two weeks.  The HSBC Investment Account maintained in Mexican
Pesos currently contains investments of approximately $2,300,000
in AAA-rated government-issued bonds.

At the close of each business day, the Debtor reviews all of its
collection and operating accounts, and sweeps any cash gains into
the corresponding HSBC Investment Account or another overnight
account maintained at HSBC Mexico.  If cash is projected to be
necessary for operations when the investments in the HSBC
Investment Accounts or Other Accounts mature, the required portion
of the proceeds is moved to the Debtor's operating accounts for
use in the Debtor's operations, while the remaining portion is
reinvested in the corresponding HSBC Investment Account.

If the proceeds from the matured investments in the HSBC
Investment Accounts or Other Accounts are not needed for
operations, however, the balance of the proceeds is reinvested in
the corresponding HSBC Investment Account with additional cash
invested if available.  The investments generally mature
approximately seven days after investment.

The Debtor believes that its current Investment Policy provides
the protection contemplated by Section 345(b), notwithstanding the
absence of a "corporate surety."

Matthew S. Barr, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, points out that the investments permitted under the
Debtor's Investment Policy that are not guaranteed by the United
States or any agency are similarly low-risk, time deposits or AAA-
rated short-term investments with maturities not to exceed two
weeks in duration.  Moreover, the Debtor's primary investment
accounts are maintained by HSBC Mexico, a reputable financial
institution, which is affiliated with HSBC Bank USA N.A., which
appears on the U.S. Trustee's list of Authorized Bank
Depositories.

                   About Satelites Mexicanos

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.  
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on August 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SATELLITE SECURITY: June 30 Balance Sheet Upside-Down by $4 Mil.
----------------------------------------------------------------
Satellite Security Corporation filed its second quarter financial
statements for the three months ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 11, 2006.

The Company reported a $1,150,692 net loss on $449,409 of revenues
for the second quarter ended June 30, 2006, compared with a
$273,239 net loss on $325,230 of revenues for the same period in
2005.

At June 30, 2006, the Company's balance sheet showed $1,083,659 in
total assets and $5,085,812 in total liabilities, resulting in a
$4,002,153 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $797,058 in total current assets available to pay $3,862,189
in total current liabilities coming due within the next 12 months.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?1086

                        Going Concern Doubt

Tauber & Balser, P.C, in Atlanta, Ga., raised substantial doubt
about Celtron International, Inc., nka Satellite Security Systems,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the year ended Dec. 31, 2005.  
The auditor pointed to the Company's recurring operating losses,
negative cash flows from operations, negative working capital, and
shareholders' deficiency.

Satellite Security Corporation provides asset-tracking services,
through use of the Global Positioning System and various
communications platforms, for asset security and logistic control.


SHENANDOAH CUSTOM: Case Summary & Three Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Shenandoah Custom Homes, Inc.
        P.O. Box 28591
        Santa Fe, NM 87592

Bankruptcy Case No.: 06-11424

Type of Business: The Debtor is a single-family
                  housing contractor.

Chapter 11 Petition Date: August 18, 2006

Court: District of New Mexico (Albuquerque)

Judge: Mark McFeeley

Debtor's Counsel: Arin Elizabeth Berkson, Esq.
                  George M. Moore, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  P.O. Box 216
                  Albuquerque, NM 87103-0216
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Joshua Bolea                            $708,000
31 Calle del Barrio
Santa Fe, NM 87605

Snowy Mountain Builders, LLC            $189,673
P.O. Box 2368
Santa Fe, NM 87592

Los Alamos National Bank                 $24,521
301 Griffin Street
Santa Fe, NM 87501


SMASHING PICTURES: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Smashing Pictures LLC
        624 36th Street
        Manhattan Beach, CA 90266

Bankruptcy Case No.: 06-14100

Chapter 11 Petition Date: August 28, 2006

Court: Central District Of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: David A. Tilem, Esq.
                  206 North Jackson Street, Suite 201
                  Glendale, CA 91203
                  Tel: (818) 507-6000
                  Fax: (818) 507-6800

Total Assets:  $7,000,400

Total Debts:  $29,740,875

Debtor's Six Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Twentieth Century Fox              Contract           $16,000,000
20th Century Fox Film Corp.
2121 Avenue of the Stars, 13th
Los Angeles, CA 90035
c/o Gary D. Roberts
10201 West Pico Boulevard
Los Angeles, CA 90035
Tel: (310) 369-7024

Smashing Holdings, LLC             Loan               $10,954,000
Mark Barbera
500 Fifth Avenue
New York, NY 10110
Tel: (212) 220-5127

Twentieth Century Fox              Advance on            $281,000
Legal Department                   Producer Fee
2121 Avenue of the Stars, 13th
Los Angeles, CA 90067
Tel: (310) 369-3900

Trautman Wasserman Holding Co.     Loan                  $196,875
8701 Opportunities Fund, II
500 Fifth Avenue
New York, NY 10110
Tel: (212) 220-5121

8701 Opportunity Fund, LP          Loan                   $28,000
c/o Trautman Wasserman Pvt. Mgt.
500 Fifth Avenue
New York, NY 10110
Tel: (413) 957-0131

Paul Corvine                       Loan                    $5,000
700 Oakcrest Drive
Sierra Madre, CA 91204


SPATIALIGHT INC: Posts $5.3 Million Net Loss in Second Quarter
--------------------------------------------------------------
SpatiaLight, Inc., filed with the Securities and Exchange
Commission, on Aug. 9, 2006, its financial statements for the
quarterly period ended June 30, 2006.

The Company's Statement of Operations for the period ended
June 30, 2006, showed a net loss of $5,304,581 on revenues of
$59,148.

At June 30, 2006, the Company's balance sheet showed $11,053,981
in total assets and $13,754,933 in total liabilities, resulting in
a $2,700,952 in stockholders' deficit.

The Company's balance sheet also showed strained liquidity with
$2,512,148 in total current assets available to pay $3,192,833
in total current liabilities coming due within the next 12 months.

Full-text copies of the Company's financial statements for the
period ended June 30, 2006, is available for free at:

              http://ResearchArchives.com/t/s?1078

                       Going Concern Doubt

Odenberg, Ullakko, Muranishi & Co. LLP expressed substantial doubt
about SpatiaLight, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring operating losses, negative cash flows from
operations, negative working capital position and stockholders'
deficit.

                         About SpatiaLight

SpatiaLight, Inc. -- http://www.spatialight.com/-- founded in  
1989, manufactures high-resolution Liquid Crystal on Silicon
microdisplays for use in high definition televisions and other
display applications.  The company manufactures its products at
its facility in South Korea.


STEAK-UMM CO: Creditor Hilco to Sell Collateral on September 7
--------------------------------------------------------------
Hilco Financial LLC, a secured creditor of The Steak-Umm Company
Inc., will sell all its collateral in Steak-Umm on Sept. 7, 2006,
at 10:00 a.m., Eastern Standard Time.

The sale will be held at the offices of Sonnenschein Nath &
Rosenthal LLP, 25th Floor, 1221 Avenue of the Americas, in
New York City, New York.

Hilco's collateral includes, without limitation, all of Steak-
Umm's personal properties, including all accounts, furniture,
fixtures, machinery, equipment, documents, general intangibles,
contract rights, inventory and books and records.  

For further information about the assets, contact:

   Robert E. Richards
   Sonnenschein Nath & Rosenthal LLP
   Tel.: (312) 876-7396

Based in Pomfret Center, Connecticut, The Steak-Umm Company Inc.
manufactures sandwiches, meals, and hors d'oeuvres under the
Steak-Umm and Red-L brands.  In May 2006 the company sold its
Steak-Umm brand to Quaker Maid Meats for an undisclosed amount.  
During a transition period, both companies will produce and ship
Steak-umm products.  Steak-umm's customers include Albertson's,
Food Lion, Wal-Mart, and other food retailers, as well as
institutional foodservice operators nationwide.  The Steak-Umm
Company was purchased by two private investment and equity firms
in 2004.


STONERIDGE INC: Earns $4.9 Million in Quarter Ended July 1
----------------------------------------------------------
Stoneridge, Inc., disclosed net sales of $185.5 million and net
income of $4.9 million, for the second quarter ended July 1, 2006.

Net sales increased $5.2 million, or 2.9%, to $185.5 million,
compared with $180.3 million for the second quarter of 2005.  The
increase in sales was primarily due to strong demand in the
Company's commercial vehicle markets.  The effect of foreign
currency translation reduced second-quarter net sales by
approximately $900,000 compared with the same period in 2005.

Net income for the second quarter was $4.9 million, compared with
net income of $2.8 million in the second quarter of 2005.  The
increase in net income was primarily attributable to improved
gross profit, lower restructuring expenses and a lower marginal
tax rate.  The quarter was unfavorably affected by material price
variances resulting from raw material price increases and product
price reductions.

"During the second quarter, we continued to demonstrate progress
toward achieving our goals of operational excellence.  The second-
quarter results marked our first quarterly year-to-year
improvement in operating earnings since the third quarter of 2004
excluding the impact of a non-cash impairment charge," said John
C. Corey, president and chief executive officer.  "We expect to
build upon the momentum established in the second quarter and
report year-to-year earnings improvement through the remainder of
the year."

For the 26 weeks ended July 1, 2006, net sales were $365.1
million, an increase of 1.1% compared with $361.1 million for the
26 weeks ended July 2, 2005.  Net income for the 2006 period was
$8.7 million, compared with $7.2 million in the comparable 2005
period.

Net cash provided by operating activities for the 26 weeks ended
July 1, 2006 was $12.2 million, compared with net cash provided of
$5 million for the corresponding period ended July 2, 2005.  The
increase of $7.2 million in cash provided by operating activities
was primarily due to improvements in working capital management in
the areas of accounts payable and accrued expenses.  The cash
provided from accounts payable resulted from better matching of
the Company's accounts receivable and accounts payable in the
quarter compared with the prior year.

                           Outlook

"Based upon our first-half performance and the current industry
forecasts, we are raising our full-year 2006 earnings outlook,"
Mr. Corey said.  

"Our current outlook incorporates expectations that lower North
American light vehicle production will be offset by continued
strength in our global commercial vehicle business."

The Company increased its full-year 2006 earnings outlook to $0.50
to $0.60 per diluted share from its previously issued full-year
earnings expectation of $0.30 to $0.40 per diluted share.  Full-
year 2005 net income was $0.04 per diluted share.

                        About Stoneridge

Headquartered in Warren, Ohio Stoneridge, Inc. --
http://www.stoneridge.com-- is an independent designer and  
manufacturer of highly engineered electrical and electronic
components, modules and systems principally for the automotive,
medium- and heavy-duty truck, agricultural and off-highway vehicle
markets.

                         *     *     *

As reported in the Troubled Company Reporter on May 18, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Stoneridge Inc. to 'B+' from
'BB-' and to 'B' from 'B+', respectively.
     
At the same time, Standard & Poor's affirmed its 'BB' senior
secured credit facility rating.  The ratings were removed from
CreditWatch, where they were placed with negative implications on
March 9, 2006.


SYMBOLLON PHARMA: Completes $1.3 Mil. Class A Private Placement
---------------------------------------------------------------
Symbollon Pharmaceuticals, Inc. completed the private placements
to accredited investors raising, over the course of the summer,
net proceeds of $1,342,340 for an aggregate of 1,366,500 shares of
Class A common stock, and a like number of redeemable warrants.

"We are extremely pleased that we were able to raise these funds,"
stated Paul Desjourdy, President and CEO of Symbollon
Pharmaceuticals.  "These funds will allow us to complete the
enrollment of our ongoing Phase III pivotal clinical trial
evaluating IoGen for the treatment of pain and tenderness
associated with fibrocystic breast disease.  Study enrollment is
progressing, and we are planning an active subject recruitment
campaign over the remainder of 2006 in order to complete
enrollment by yearend."

                    Termination of Agreement

In other news, Symbollon and Gardent Pharmaceuticals, Inc.
(formerly known as Bioaccelerate Holdings, Inc.) mutually
terminated their exclusive worldwide licensing and co-marketing
agreement covering the use of IoGen for the treatment of pain and
tenderness associated with fibrocystic breast disease.  Under the
terms of the agreement, entered into on April 12, 2005, Gardent
was to fund ongoing Phase III development of IoGen.  Gardent had
the primary responsibility for the commercialization of IoGen, and
Symbollon was to oversee the future clinical development efforts
necessary to seek marketing approval for IoGen.  The parties were
to share in any net profits upon commercialization.  Upon
termination of the agreement all rights to IoGen licensed to
Gardent in the agreement reverted back to Symbollon.

Paul Desjourdy commented that, "It is unfortunate that Gardent's
financial difficulties have lead to the termination of this
relationship, but with the termination of this agreement all of
the rights to IoGen revert back to Symbollon.  We believe IoGen
has billion dollar sales potential, and the successful completion
of the ongoing Phase III study will significantly enhance the
overall value of IoGen.  Our aim is to partner with strong sales
and marketing pharmaceutical companies to commercialize IoGen upon
completion of this study."

                         About Symbollon

Based in Framingham, Massachusetts, Symbollon Pharmaceuticals,
Inc. (OTCBB: SYMBA) -- http://www.symbollon.com/-- is a specialty  
pharmaceutical company focused on the development and
commercialization of proprietary drugs based on its molecular
iodine technology.  Symbollon has initiated a Phase III clinical
trial evaluating IoGen as a potential treatment for moderate to
severe cyclic pain and tenderness associated with fibrocystic
breast disease.

                       Going Concern Doubt

Vitale, Caturano & Company, Ltd., raised substantial doubt about
Symbollon's ability to continue as a going concern after auditing
the Company's financial statements for the years ended Dec. 31,
2005 and 2004.  The auditing firm pointed to the Company's
recurring losses from operations and accumulated deficit.


TECO ENERGY: Earns $62.5 Million in 2006 Second Quarter
-------------------------------------------------------
TECO Energy, Inc. reported second quarter net income of
$62.5 million, compared to $95.2 million in the second quarter of
2005.

Net income for the quarter reflects a $23.9 million after-tax
reduction of second quarter earnings from the estimated reduction
in benefits from the sale of the ownership interests in the
synthetic fuel production facilities.  This reduction in the
potential benefits from the production of synthetic fuel was a
result of oil prices that were above the threshold level for the
phase-out of the tax credits from synthetic fuel.

Second quarter net income from continuing operations was
$61.1 million, compared to $12.4 million in the same period in
2005.  Results from continuing operations also reflect the
$23.9 million after-tax reduction in earnings from the estimated
reduction in benefits from the production of synthetic fuel.

Year-to-date net income was $117.7 million in 2006, compared to
$127.9 million in the same period in 2005.  Year-to-date net
income reflects a $34.8 million after- tax reduction in earnings
from the estimated reduction in benefits from the sale of the
ownership interests in the synthetic fuel production facilities
due to high oil prices.

Year-to-date net income from continuing operations was
$116.3 million, compared to $63.9 million in the same period in
2005. Results from continuing operations also reflect the
$34.8 million after-tax reduction in earnings from the estimated
reduction in benefits from the production of synthetic fuel.

TECO Energy Chairman and CEO Sherrill Hudson said, "Our results
this quarter clearly demonstrate the benefits of the debt
retirements completed last year, although high oil prices reduced
the benefits from the sale of TECO Coal's synthetic fuel
production facilities this year.  Our Florida utilities continued
to enjoy steady customer growth and more normal weather, but
increased spending for system reliability and customer service
enhancements at Tampa Electric are offsetting the growth this
year.  TECO Guatemala is producing strong results despite the
expected higher tax rate.  TECO Transport continues to benefit
from better markets and pricing especially at the river business,
and the conventional coal market fundamentals remain strong."

Mr. Hudson went on to say, "In January, we provided our earnings
outlook for 2006 in a range of $1.25 to $1.35 per share from
continuing operations, excluding all charges and gains.  Included
in this outlook were about $0.40 per share of benefits from
synthetic fuel production, which did not reflect a reduction in
those benefits from high oil prices.  Recent global events have
increased the likelihood that oil prices for the year could be at
a level that makes it uneconomic to produce synthetic fuel.
Because of these factors we announced our decision almost two
weeks ago to idle synthetic fuel production."

"We're updating our 2006 earnings outlook today to remove the
potential earnings from synthetic fuel and effectively assume
breakeven results for our seven months of production.  As we've
shown you in the past, when we adjust our original 2006
expectations to reflect synthetic fuel at the breakeven point,
which is in effect the same as excluding benefits or costs of
synthetic fuel, we would expect results to be in a range of $0.85
to $0.95.  At this point, however, we now expect improved results
from other segments of the business of about $0.05 per share,
resulting in a revised 2006 earnings outlook of $0.90 to $1.00 per
share, assuming that oil prices limit the results from the
production of synthetic fuel to breakeven results,"  Mr. Hudson
added.

"On the cash front, as we've indicated in the past that, with or
without synthetic fuel, we expect to have sufficient cash and the
flexibility in the timing of certain cash expenditures to be in
position to fully repay our TECO Energy 2007 debt maturities," Mr.
Hudson concluded.

Executive Vice President and Chief Financial Officer Gordon
Gillette stated, "For some time, TECO Energy has been providing
investors with non-GAAP earnings, which have excluded certain
charges and gains but included synthetic fuel production, to help
provide investors a clear view of the company's ongoing
performance.  Due to the idling of the synthetic fuel production
facilities, we will now provide a second non-GAAP measure that
excludes all costs or benefits related to the production of
synthetic fuel.  This new measure will provide investors
additional information to assess the company's results and future
earnings potential without the production of synthetic fuel.  We
will now provide both measures to allow comparison of our results
both with and without synthetic fuel.  As we have in the past,
we'll continue to provide our cash outlook with and without
synthetic fuel as well."

                               Outlook

The company expects that 2007 earnings, assuming no production of
synthetic fuel, will be in a range between the revised 2006
results guidance and the previously communicated 2008 earnings
target.  In April, TECO Energy provided a target for 2008 earnings
of at least 2005's non-GAAP results of $1.23 per share.  This
target assumed no reduction in cash generated from the production
of synthetic fuel in 2006 or 2007, continued strength in coal
prices and margins at TECO Coal, and operations and maintenance
spending increases at inflationary levels after 2006 at Tampa
Electric.

The 2007 expectations are based on continued customer and energy
sales growth at the utilities and operations and maintenance
expense increases at about inflationary levels.  In 2007, TECO
Coal expects to sell between 10 and 10.5 million tons of coal at
average pretax margins near those being experienced in 2006.  TECO
Transport expects continued strong demand and rates similar to the
2006 level in the river barge and oceangoing businesses in 2007.
TECO Guatemala expects lower interest expense on the non-recourse
debt associated with its power plants, resulting from normal
amortization and from recently negotiated lower interest rates.
TECO Energy parent expects lower interest expense as a result of
the retirement of the $357 million of debt that matures in 2007.

                           About TECO

TECO Energy, Inc. -- http://www.tecoenergy.com/-- is an  
integrated energy-related holding company with regulated utility
businesses, complemented by a family of unregulated businesses.
Its principal subsidiary, Tampa Electric Company, is a regulated
utility with both electric and gas divisions (Tampa Electric and
Peoples Gas System).  Other subsidiaries are engaged in waterborne
transportation, coal and synthetic fuel production and electric
generation and distribution in Guatemala.

                         *     *     *  

As reported in the Troubled Company Reporter on Jan. 9, 2006,
Fitch Ratings has affirmed the senior unsecured ratings of TECO
Energy, Inc. at 'BB+' and subsidiary Tampa Electric Company at
'BBB+'.  The Rating Outlooks for both TECO and Tampa are Stable.


THAM TRUONG: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tham Thi Truong
        Tai Tan Mai
        8933 Meadow Lane
        Abbeville, LA 70510

Bankruptcy Case No.: 06-50661

Chapter 11 Petition Date: August 23, 2006

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Gerald H. Schiff

Debtors' Counsel: William C. Vidrine, Esq.
                  William C. Vidrine, PLLC
                  711 West Pinhook Road
                  Lafayette, LA 70503
                  Tel: (337) 233-5195
                  Fax: (337) 233-3897

Total Assets:   $436,175

Total Debts:  $1,005,530

Debtors' 16 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Business Loan Center                      $409,870
1633 Broadway, 39th Floor
New York, NY 10019

Huynh Investment Company, Inc.             $42,400
P.O. Box 1074
Biloxi, MS 39533

Gulf Coast Bank                            $18,988
221 South State Street
Abbeville, LA 70510

Citibank                                   $16,542
P.O. Box 6241
Sioux Falls, SD 57117

Beneficial/Household Finance               $16,471
P.O. Box 1547
Chesapeake, VA 23327

M.C. Bank                                  $11,780

Vermilion Credit, Inc.                      $5,000

Gulf Coast Bank                             $4,890

Capital 1 Bk                                $7,550

Bank of Abbeville                           $3,236

Gulf Coast Bank                             $6,104

Wells Fargo Financial                       $3,024

Azalea City Finance, Inc.                   $2,646

Bank of America                             $2,536

Wffinancial                                 $2,277

Associates/Citibank                         $2,155


THERMOVIEW IND: Creditors Panel Wants Case Converted to Chapter 7
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in ThermoView
Industries Inc. and its debtor-affiliates' chapter 11 cases asks
the Honorable Joan L. Cooper of the U.S. Bankruptcy Court for the
Western District of Kentucky in Louisville to convert the Debtors'
cases into chapter 7 proceedings.

The Committee reminds the Court that the Debtors filed for
bankruptcy on Sept. 26, 2005, and have completed the sale of
substantially all of their assets two months later on Nov. 25,
2005.  Since that time, the Debtors' principals have resigned, and
the Debtors' businesses are no longer operating.

The Committee also tells the Court that the Debtors have filed
four motions to extend their exclusive periods, indicating that
they are working on a plan and disclosure statement, which will be
filed shortly.

Accordingly, the Committee believes that cause exists for
conversion of the Debtors' case into chapter 7 proceedings,
because of:

   (a) continuing loss to or diminution of the estate and absence
       of a reasonable likelihood of rehabilitation;

   (b) inability to effectuate a plan; and

   (c) the Debtors' unreasonable delay that is prejudicial to
       creditors.

Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- designs, manufactures, markets and  
installs replacement windows and doors for residential homeowners.  
The Company and its subsidiaries filed for chapter 11 protection
on Sept. 26, 2005 (Bankr. W.D. Ky. Case Nos. 05-37123 through 05-
37132).  David M. Cantor, Esq., at Seiller Waterman LLC represents
the Debtors.  Cathy S. Pike, Esq., represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed $3,043,764 in total
assets and $34,104,713 in total debts.


THERMOVIEW IND: Court Denies Request to Move Plan Filing Deadline
-----------------------------------------------------------------
In an order entered Aug. 17, 2006, the Honorable Joan L. Cooper of
the U.S. Bankruptcy Court for the Western District of Kentucky in
Louisville denied ThermoView Industries Inc. and its debtor-
affiliates' request to further extend their exclusive periods to:

   a) file a plan until Oct. 6, 2006; and

   b) solicit acceptances of that plan until Nov. 24, 2006.

In their request, the Debtors told the Court that having sold
substantially all of their assets, they need more time to
evaluate claims, assets, priorities of creditors and feasibility
of a liquidating plan of reorganization.

The Court also denied the Debtors' request reported in the
Troubled Company Reporter on Jul. 19, 2006 to extend their
exclusive periods to file a plan of reorganization until
Aug. 7, 2006, and to solicit acceptances of that plan until Sept.
25, 2006.

The Debtors said in that request that they needed the extension in
drafting their proposed disclosure statement and plan.

Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- designs, manufactures, markets and  
installs replacement windows and doors for residential homeowners.  
The Company and its subsidiaries filed for chapter 11 protection
on Sept. 26, 2005 (Bankr. W.D. Ky. Case Nos. 05-37123 through 05-
37132).  David M. Cantor, Esq., at Seiller Waterman LLC represents
the Debtors.  Cathy S. Pike, Esq., represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed $3,043,764 in total
assets and $34,104,713 in total debts.


UNICO INC: Balance Sheet Upside-Down by $5.1 Million at May 31
--------------------------------------------------------------
Unico, Inc., filed its first fiscal quarter financial statements
for the three months ended May 31, 2006, with the Securities and
Exchange Commission.

The Company reported a $6,756,615 net loss for the first fiscal
quarter ended May 31, 2006, compared with a $633,389 net loss for
the same period in 2005.  The Company had no revenue in the two
periods.

At May 31, 2006, the Company's balance sheet showed $1,354,562 in
total assets and $6,454,943 in total current liabilities,
resulting in a $5,100,381 stockholders' deficit.

Full-text copies of the Company's first quarter financials are
available for free at http://ResearchArchives.com/t/s?107b

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 25, 2006, HJ
Associates & Consultants, LLP, expressed substantial doubt about
Unico, Incorporated's ability to continue as a going concern after
auditing the Company's financial statements for the years ended
Feb. 28, 2006, and 2005.  The auditing firm pointed to the
Company's recurring losses from operations and stockholders'
deficit.

                            About Unico

Unico, Incorporated (OTCBB: UNCN) -- http://www.uncn.com/-- is a   
publicly traded natural resource company in the precious metals
mining sector focused on the exploration, development and
production of gold, silver, lead, zinc, and copper concentrates at
its three mine properties: the Deer Trail Mine, the Bromide Basin
Mine and the Silver Bell Mine.


UNICOMP INC: Case Summary & 38 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Unicomp, Inc.
        dba Unicomp, Interactive Retail Systems
        2295 Towne Lake Parkway
        Suite 116-PMB 133
        Woodstock, GA 30189

Bankruptcy Case No.: 06-20067

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                    Case No.
      ------                                    --------
      Continuum Technology Corporation, Inc.    06-20068

Type of Business: The Debtor provides interactive self-service
                  wireless kiosks, payment handling devices and
                  application software solutions for retail,
                  commercial and enterprise environments.
                  See http://www.unicomp.com/about/

                  The Debtor is also a holding company for several
                  of its software development and point of sale
                  equipment manufacturing companies.

Chapter 11 Petition Date: August 25, 2006

Court: Western District of North Carolina (Bryson City)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  9 Southwest Pack Square, Suite 200
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886

                              Total Assets   Total Debts
                              ------------   -----------
      Unicomp, Inc.                $30,400    $6,329,001

      Continuum Technology         $75,000    $6,054,500
      Corporation, Inc.

A. Unicomp, Inc.'s 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Merrill Lynch                    Blanket Lien on     $3,823,527
380 Dahlonega Street             all assets of
Suite 201                        Unicomp and its
Cumming, GA 30040-8218           subsidiaries

Stephen Hafer                    Employment            $946,835
[no address provided]            Compensation

Return on Investment Corp.       Business Debt         $400,000
John R. Bielema, Jr.
Powell Goldstein Frazer and
Murphy LLP
191 Peachtree Street, Northeast
16th Floor
Atlanta, GA 30303

Eurodis Electron PLC             Business Debt         $350,000
c/o Mr. Robert Hadley
Kirkpatrick & Lockhart
Graham L. Nicholson
DX London/Chancery Lane

Snell & Wilmer                   Business Debt         $174,449
15 West South Temple
Suite 1200
Gateway Tower West
Salt Lake City, UT 84101

William A. Glass                 Business Debt         $150,000

JEM Group of South Florida       Business Debt         $100,000

Universal Card Turnkey           Business Debt          $72,000

Mary Ann Culpepper               Reimbursement of       $25,000
                                 Advanced Costs

                                 Employment             $26,396
                                 Compensation

Smith, Gambrell & Russell        Business Debt          $43,521

Sprint PCS                       Consumer Debt          $33,056

Blue Cross Blue Sheild of        Medical Bills          $25,821
North Carolina

Federal Express Corporation      Business Debt          $23,949

McCloud Communications LLP       Business Debt          $21,500

BSFS Leasing                     Business Debt          $17,417

DHL Express                      Business Debt          $14,857

Tanner LC - Public               Business Debt          $14,101

Durham, Jones & Pinegar          Business Debt          $13,923

B. Continuum Technology Corporation, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Emerging Display Technologies    Business Debt         $358,975
c/o Michael W. Strickland
P.O. Box 30787
Raleigh, NC 27622-0787

EDT                              Business Debt         $193,353
15 Hammon Drive, Suite 310
Irvine, CA 92618

U.S. Small Business Admin.       Business Debt         $182,017
Little Rock Servicing Center
2120 Riverfront Drive, Suite 100
Little Rock, AR 72202

Robert Jolly                     Business Debt         $142,940
124 Sondley Parkway
Asheville, NC 28805

Nimbus Technologies, Inc.        Business Debt         $112,685
615 Alton Place
High Point, NC 27263

Data International               Business Debt         $101,308

Womble                           Business Debt          $99,843

Proxim                           Business Debt          $54,448

Assembly Alliance Electronics    Business Debt          $52,107

Three-Five                       Business Debt          $43,981

Arrow Electronic, Inc.           Business Debt          $38,561

Parlex Corporation               Business Debt          $35,269

Falcon Solutions                 Business Debt          $34,972

N.F. Smith & Associates          Business Debt          $34,203

EDX Electronics, Inc.            Business Debt          $32,907

Samsel                           Business Debt          $30,481

Henderson County                 Business Debt          $28,792

NuHorizons Electronics           Business Debt          $25,563

Apollo Display                   Business Debt          $23,994
Technologies, LLC

Waytec                           Business Debt          $22,673


UNITED RENTALS: S&P Affirms BB- Corp. Credit Rating & Lifts Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed the ratings on
equipment rental company United Rentals (North America) Inc. and
on its parent, United Rentals Inc., from CreditWatch with
developing implications.

At the same time, Standard & Poor's affirmed its ratings on the
Greenwich, Connecticut-based company, including its 'BB-'
corporate credit rating.  The ratings were originally placed on
CreditWatch with negative implications on Aug. 30, 2004.  The
outlook is positive.

"The rating and outlook reflect the improved industry fundamentals
in the cyclical equipment rental industry, URI's strengthening
credit metrics, and our expectations that the company will
maintain financial and acquisition discipline," according to
Standard & Poor's credit analyst John R. Sico.

The removal from CreditWatch recognizes URI's status as a current
filer on its regulatory filings.  Although the ultimate outcome of
the ongoing SEC investigation is uncertain, it is Standard &
Poor's view that it is less likely to have a material impact on
the company's credit risk and the rating.  A material adverse
outcome from the ongoing SEC review or from shareholder lawsuits
is not incorporated into the rating.


URBAN HOTELS: Gets Court's Nod to Use Lenders' Cash Collateral
--------------------------------------------------------------
The Hon. Alan M. Hard of the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, allowed Urban
Hotels, Inc., dba Lax Plaza Hotel, to access cash collateral
securing repayment of its indebtedness to First Credit Bank and AN
Capital, Inc.

First Credit Bank holds a first deed of trust on the Debtor's
hotel on account of a $10 million debt.  AN Capital, owed $3.5
million, holds the second priority deed of trust on the hotel.

The Debtor needs the encumbered funds to continue its operations.  

As adequate protection against the diminution of their security
interests, the Debtor proposes to grant the lenders valid,
perfected and enforceable replacement liens having the same
priority as the prepetition liens.

Headquartered in Culver City, California, Urban Hotels Inc.,
operates Lax Plaza Hotel.  The Company filed for chapter 11
protection on Nov. 29, 2005 (Bankr. C.D. Calif. Case No.
05-50140), to stop a foreclosure sale by AN Capital, Inc.
M. Jonathan Hayes, Esq., of Woodland Hills, California, represents
the Debtor in its restructuring efforts.  Daniel H. Reiss, Esq.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$23,000,000 in assets and $20,000,000 in debts.


US AIRWAYS: Earns $305 Million in 2006 Second Quarter
-----------------------------------------------------
The new US Airways Group, Inc. reported a second quarter 2006
profit of $305 million.  This compares to a net loss of $3 million
for the same period last year.  Results for the new US Airways
Group's second quarter 2006 are being compared to America West's
standalone results for second quarter 2005 due to the former US
Airways Group and America West Holdings Corporation merger on
Sept. 27, 2005.  Although the merger was structured so that
America West became a wholly owned subsidiary of the new US
Airways Group, America West was treated as the acquiring company
for accounting purposes under Statement of Financial Accounting
Standards No. 141 "Business Combinations."

US Airways Group's second quarter 2006 results include
$35 million of merger-related transition expenses, which were
offset in part by a $7 million gain from interest income earned on
certain prior year federal income tax refunds and an $18 million
unrealized gain related to the airline's fuel hedges.  Excluding
these special items, the Company reported a second quarter 2006
profit of $315 million or $3.35 per diluted share versus a $4
million profit or $0.21 per diluted share in the second quarter
2005 for standalone America West Holdings.

On a standalone basis, America West reported a net profit of
$68 million for the second quarter 2006 as compared to a net loss
of $2 million for the same period last year.  US Airways reported
a net profit of $246 million on a standalone basis for the second
quarter 2006 as compared to a net loss of $44 million for the
same period last year.

US Airways Group Chairman, President and CEO Doug Parker stated,
"We are extremely pleased to report a second quarter profit of
this magnitude.  This quarterly profit excluding special items is
a record for US Airways Group, Inc. and is amongst the highest of
its predecessor companies.  While other airlines are reporting
second quarter profits, no other airline has experienced an
improvement as dramatic as US Airways as evidenced by our second
quarter 2006 profit margin, which is the highest among the major
hub-and-spoke airlines and a remarkable reversal from recent
years.  The primary driver of this turnaround is the merger of US
Airways and America West, which has improved the earnings power
and viability of both companies versus their standalone
capabilities.

"We are particularly pleased that the quarterly results include a
significant accrual of $36 million for employee profit sharing.  
The 35,000 employees of US Airways are doing an excellent job of
taking care of our customers and are the compelling force behind
our success.

"Looking forward, we are encouraged by a continuing strong revenue
environment and an industry that is keeping capacity in check. We
anticipate a profitable third quarter and full year 2006."

                   Revenue and Cost Comparisons

The revenue environment continued to gain momentum during the
second quarter 2006 and showed considerable improvement over
the same period in 2005.  For the America West standalone network,
total (mainline and express) revenue per available seat mile
(RASM) increased 18.6 percent during the second quarter 2006 to
11.16 cents, driven primarily by a 16.4% improvement in mainline
yields.  For the US Airways standalone network, total RASM
increased 28.8 percent to 15.23 cents driven by a 16.9%
improvement in mainline yields and a 4.6 point improvement in
mainline load factor as compared to the same period last year.

On a standalone basis, America West's mainline operating costs per
available seat mile (CASM) increased 12.3% from 8.95 cents for the
second quarter of 2005 to 10.05 cents for the second quarter 2006,
largely due to a 25.3% increase in the price of fuel in the same
period from $1.74 to $2.18 per gallon.  US Airways' standalone
mainline CASM for the second quarter 2006 increased 14.3% from
10.25 cents for the second quarter 2005 to 11.72 cents also
largely due to higher fuel prices, which increased 28.2% versus
the same period last year.  In total, US Airways Group paid
$183 million more for fuel in the second quarter 2006 than it
would have paid had fuel prices remained at second quarter 2005
levels.

Excluding fuel and special items, America West's mainline CASM
increased 7.4% from 6.45 cents for the second quarter 2005 to 6.92
cents for the second quarter 2006 on a 2.3% decrease in available
seat miles (ASMs).  On the US Airways' standalone network,
mainline CASM excluding fuel and special items increased 7.9% in
the same period to 8.08 cents for the second quarter 2006 on a
12.8% decrease in ASMs.  The increase in unit costs excluding fuel
and special items was due largely to an accrual for the Company's
employee profit sharing plan, which allocates 10% of the Company's
pre tax profits excluding special items to its employees at the
end of 2006, as well as a $31 million credit associated with US
Airways' post retirement benefits in 2005.

                            Liquidity

As of June 30, 2006, the Company had $3.2 billion in total
cash and investments, of which $2.2 billion was unrestricted.

                 Summary of Integration Progress

The Company's integration efforts remain on track.  The list
includes a summary of integration progress the Company has
achieved during its second quarter 2006.

Operations

      * Continued to achieve near the top rankings in arrivals as
        measured by the Department of Transportation (DOT); the
        new US Airways ranks second among its peer airlines for
        year-to-date arrivals with 78.9 percent of flights
        arriving within 14 minutes of their scheduled arrival
        time.

      * Improved baggage handling by 50 percent on a year over
        year basis.

      * Consolidated operations at all but four airports where
        both airlines operated prior to the merger.

      * Remained on track to merge its two operating certificates
        onto one operating certificate during the second quarter
        2007.

Finance

      * Completed a $1.25 billion refinancing, which was used to
        replace approximately $1.1 billion of outstanding debt at
        lower interest rates and with an extended amortization
        period.

      * Completed the conversion of approximately $112 million in
        principal amount of America West Holdings Corporation's
        7.5 percent convertible senior notes due in 2009, which
        lowered the airline's annual interest expenses by $8.4
        million.

Marketing

      * Launched the combined airline's new Web site,
        http://www.usairways.com  The new site integrates the
        former americawest.com and increases overall
        functionality.

      * Merged the former America West frequent flyer program,
        FlightFund, into US Airways' frequent flyer program,
        Dividend Miles, to create one consolidated program that
        allows customers to more easily earn and redeem miles
        across the airline's network and the Star Alliance.

Labor Relations

      * Reached a final agreement with the Airline Customer
        Service Employee Association, an alliance between the
        Communication Workers of America (CWA) and the
        International Brotherhood of Teamsters (IBT), the two
        unions that represent the airline's 7,700 passenger
        service employees and reservation agents.

      * Received notification from the International Brotherhood
        of Teamsters (IBT) and Transport Workers Union (TWU) that
        both unions had reached an agreement resulting in IBT
        representation of the combined carrier's fleet service
        workers.

Culture

      * Conducted and reported results from the first employee
        survey for the new US Airways, which included building
        follow up plans for improving communication and
        leadership.

      * Unveiled the third and fourth heritage planes (Piedmont
        and Allegheny) that will feature throwback liveries of the
        four major airlines that comprise the new US Airways
        (Allegheny, America West, Piedmont and PSA).

A full-text copy of US Airways' second quarter 2006 financial
report is available at no charge at:

            http://ResearchArchives.com/t/s?1085

                        About US Airways

Headquartered in Arlington, Virginia, US Airways' (NYSE: LCC)
primary business activity is the ownership of the common stock of
US Airways, Inc., Allegheny Airlines, Inc., Piedmont Airlines,
Inc., PSA Airlines, Inc., MidAtlantic Airways, Inc., US Airways
Leasing and Sales, Inc., Material Services Company, Inc., and
Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  On March 31, 2006, the
Court entered a final decree closing the chapter 11 cases of four
affiliates.  (US Airways Bankruptcy News, Issue No. 126;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and other ratings on US Airways Group Inc., and revised the
outlook to stable from negative.


US AIRWAYS: Wellington Has 11.06% Equity Stake
----------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated August 10, 2006, Wellington Management Company,
LLP, disclosed that it beneficially owns 9,740,130 shares of US
Airways Group, Inc.'s common stock, which represents 11.06% of
the total outstanding shares issued.

Wellington Management further disclosed that it has:

    -- shared power to vote or to direct the vote of 3,208,827
       shares; and

    -- shared power to dispose or to direct the disposition of
       9,709,386 shares.

As of July 21, 2006, there were approximately 88,037,344 shares
of US Airways Group, Inc., common stock outstanding.

                        About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc., and Airways Assurance
Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  On March 31, 2006, the
Court entered a final decree closing the chapter 11 cases of four
affiliates.  (US Airways Bankruptcy News, Issue No. 126;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and other ratings on US Airways Group Inc., and revised the
outlook to stable from negative.


USA COMMERCIAL: Equity Panel Hires FTI Consulting as Fin'l Advisor
------------------------------------------------------------------
The Honorable Linda B. Riegle of the U.S. Bankruptcy Court for the
District of Nevada in Las Vegas authorized the Official Committee
of Equity Security Holders appointed in USA Capital Diversified
Trust Deed Fund, LLC, to retain FTI Consulting, Inc., as its
financial advisor, nunc pro tunc to June 9, 2006.

FTI Consulting will:

   a. assist the Committee in analyzing loans owed to
      USA Diversified;

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

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

   d. assist with a review of the Debtors' short-term cash
      management procedures;

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

   f. attend meetings and assist in discussions with the
      Debtors, potential investors, banks, other secured
      lenders, the Committee and any other official committees
      organized in the Debtors' cases, the U.S. Trustee, other
      parties-in-interests, and their hired professionals;

   g. assist in the review and preparation of information and
      analysis necessary for the confirmation of a plan in the
      Debtors' cases;

   h. assist in identifying and understanding related party
      transactions and any impact to USA Diversified;

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

   j. give litigation advisory services with respect to accounting
      and forensic matters, along with expert witness testimony on
      case related issues as required by the Committee; and

   k. render other general business, consulting, or other services
      and assistance, as the Committee or its counsel may deem
      necessary, that are consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in this case and in the cases of the other
      Debtors.

Michael A. Tucker, a senior managing director at FTI Consulting,
discloses the Firm's hourly rates:

     Designation                        Hourly Rate
     -----------                        -----------
     Senior Managing Directors          $450 - $655
     Directors/Managing Directors       $350 - $590
     Associates/Consultants             $215 - $405
     Administration/Paraprofessionals    $95 - $175

Mr. Tucker assures the Court that the Firm does not hold nor
represent any entity having an adverse interest in connection with
the Debtors' cases.

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital (USACM) -- http://www.usacapitalcorp.com/-- provides
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  Candace
C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea & Carlyon,
Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola, Esq., and
Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC, represent
the Debtors' Investor Committees.  Susan M. Freeman, Esq., and Rob
Charles, Esq., at Lewis and Roca LLP represent the Official
Committee of Unsecured Creditors.  Marc A. Levinson, Esq., and
Jeffery D. Hermann, Esq., at Orrick, Herrington & Sutcliffe LLP,
and Bob L. Olson, Esq., and Anne M. Loraditch, Esq., at Beckley
Singleton, Chartered, give legal advice to the Official Committee
of Equity Security Holders appointed in USA Capital Diversified
Trust Deed Fund, LLC.  FTI Consulting, Inc., gives financial
advice to the Equity Committee of USA Diversified.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 million and
$50 million.


USA COMMERCIAL: Equity Panel Hires A&M as Real Estate Advisor
-------------------------------------------------------------
The Honorable Linda B. Riegle of the U.S. Bankruptcy Court for the
District of Nevada in Las Vegas authorized the Official Committee
of Equity Security Holders appointed in USA Capital First Trust
Deed Fund, LLC, to retain Alvarez & Marsal, LLC, as its financial
and real estate advisor, nunc pro tunc to June 1, 2006.

Alvarez & Marsal will:

   a. analyze and evaluate the financial and operational condition
      of the Debtors and advise the Committee concerning such
      matters;

   b. assist the Committee and its counsel in evaluating and
      responding to various developments or motions during the
      course of the Debtors' chapter 11 proceedings including core
      matters as claims analysis, preference analysis, substantive
      consolidation, and executory contracts;

   c. provide various analyses related to the value of the
      Debtors' various properties and investments including any
      security interest;

   d. advise the Committee concerning various measures for
      operational improvement in the Debtors' operations;

   e. assist the Committee and its counsel in analyzing and
      evaluating various forensic accounting analyses prepared by
      the Debtors and its professionals;

   f. analyze any interim financing, business plan or plan of
      reorganization and disclosure statement prepared by the
      Debtors;

   g. provide other services that may be required by the
      Committee, and that do not overlap with services provided by
      the Committee's other advisors.

Matthew A. Kvarda, a director at A&M, disclosed that the Firm has
agreed to reduce its hourly rates by 15% at all levels.  The
Firm's discounted hourly rates are:

      Designation                       Hourly Rate
      -----------                       -----------
      Managing Director                 $465 - $550
      Directors                         $315 - $400
      Senior Associates                 $255 - $310
      Associates & Analysts             $145 - $245

Mr. Kvarda assures the Court that the Firm does not hold nor
represent any interest adverse to the Committee, the Debtors, and
other parties-in-interests.

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital (USACM) -- http://www.usacapitalcorp.com/-- provides
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  Candace
C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea & Carlyon,
Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola, Esq., and
Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC, represent
the Debtors' Investor Committees.  Susan M. Freeman, Esq., and Rob
Charles, Esq., at Lewis and Roca LLP represent the Official
Committee of Unsecured Creditors.  Marc A. Levinson, Esq., and
Jeffery D. Hermann, Esq., at Orrick, Herrington & Sutcliffe LLP,
and Bob L. Olson, Esq., and Anne M. Loraditch, Esq., at Beckley
Singleton, Chartered, give legal advice to the Official Committee
of Equity Security Holders appointed in USA Capital Diversified
Trust Deed Fund, LLC.  FTI Consulting, Inc., gives financial
advice to the Equity Committee of USA Diversified.  Alvarez &
Marsal, LLC, gives financial advice to the Equity Committee of
USA First.  When the Debtors filed for protection from their
creditors, they estimated assets of more than $100 million and
debts between $10 million and $50 million.


USG CORP: Oracle, et al. Demands $3.3-Mil. Admin. Claims Payment
----------------------------------------------------------------
In separate filings, six creditors ask the U.S. Bankruptcy Court
for the District of Delaware to compel USG Corp. and its debtor-
affiliates to pay certain administrative claims totaling
$3,323,796 pursuant to Section 503 of the Bankruptcy Code.

The Creditors and their asserted claims are:

Creditor                  Debtor/s               Claim Amount
--------                  --------               ------------
Oracle USA, Inc.          USG Corp.               $1,289,095

Lexington Insurance Co.   USG Corp.                  447,867
                          USG Interiors, Inc.

Wisconsin Revenue Dep't.  USG Interiors, Inc.        125,000
                          L&W Supply Corp.           125,000

Ohio Environmental
   Protection Agency      U.S. Gypsum Company        691,000

Ohio Taxation Dep't.      U.S. Gypsum Company         21,199
                          L&W Supply Corp.            50,815

Metropolitan Life
   Insurance Co.          USG Corp.                  573,820

Joseph J. Bodnar, Esq., at Monzack & Monaco, PA, in Wilmington,
Delaware, relates that the Oracle's claim amount consist of
postpetition technical support, products, maintenance, and
educational services rendered by Oracle to USG pursuant to an
Oracle License and Services Agreement.

Oracle asserts that USG continues to use its products and
services during the Debtors' Chapter 11 and plan confirmation
process.

Lexington wants to preserve all of its rights in the event the
Colorado state court determines that its Claim arose after the
Debtors' Petition Date.

James Polkowski, bankruptcy specialist for the Wisconsin Revenue
Department, seeks payment of corporate taxes and any interest due
under Wisconsin's state laws.

Michelle T. Sutter, Esq., OEPA's principal assistant attorney
general, in Columbus, Ohio, asserts that U.S. Gypsum is liable
for imposition of injunctive relief and for financial assurance
for closure and post-closure care at the Debtor's residual solid
waste landfill on Lake Street, Gypsum, in Ottawa County.

Pursuant to the Ohio Administrative Code, a licensee of a
residual solid waste landfill facility must establish financial
assurance for the Facility's final closure and post-closure.  In
the Facility's 2002 annual report, U.S. Gypsum listed a $121,600
closure cost estimate and $402,030 for post-closure care
estimate.  The Debtor has provided OEPA with financial assurance
in the form of letters of credit totaling approximately $691,000.

Since the provision of those letters of credit, OEPA has
determined that certain closure work done at the Facility may not
be sufficient or compliant.  Accordingly, OEPA asserts that the
financial assurance amount must be increased in a minimum of
$100,000.  Ms. Sutter says the actual figure of the increase has
not yet been determined, and the Debtor has not yet increased the
financial assurance provided by it to OEPA.

With respect to the Ohio Tax Claims asserting priority status,
Rebecca L. Daum, Esq., states that penalties and interest as of
August 17, 2006, may continue to accrue with the provisions of
the Ohio Revised Code.

Gregg Hirsch, Esq., MetLife's Associate General Counsel, insists
that maintenance of coverage and payment of claims without
premiums "after relief had been granted constitutes an
administrative expense."  He says MetLife holds no security
interest for the amount due and payable as of August 18, 2006.

                            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. 120; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


USG CORP: Registers 8.2 Mil. Shares for Long-Term Incentive Plan
----------------------------------------------------------------
USG Corp. registered 8,200,000 shares of common stock, par value
$0.10 per share, which will be issued to its Long Term Incentive
Plan.

The proposed maximum aggregate offering price for the issued
shares is $381,464,000, at $46.52 a share, according to USG's
registration statement filed with the U.S. Securities and
Exchange Commission.

USG paid a $40,816 registration fee.

Richard H. Fleming, executive vice president and chief financial
officer of USG, relates that an indeterminate number of
additional shares may be issued if the anti-dilution adjustment
provisions of the Incentive Plan become operative.

The legality of common stock and preferred share purchase rights
issuable in connection with awards under the Incentive Plan will
be passed upon by Ellis A. Regenbogen, the company's assistant
secretary and associate general counsel, according to Mr.
Fleming.

Mr. Regenbogen currently holds 200 shares of USG's Common Stock.  
Mr. Regenbogen holds no options or other rights to acquire USG
shares, but he is able to receive awards under the Incentive
Plan, Mr. Fleming says.

                            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. 120; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


VARIG S.A.: Accounts for 2.6% of Boeing Capital's Portfolio
-----------------------------------------------------------
Boeing Capital Corp., an indirect wholly owned subsidiary of The
Boeing Company, reports in a regulatory filing with the U.S.
Securities and Exchange Commission that VARIG S.A. accounted for
$258,000,000 -- or 2.6% -- of its total financing portfolio at
June 30, 2006.

The VARIG portfolio consisted of two Boeing 737 aircraft and six
McDonnell Douglas MD-11 aircraft.

VARIG is currently in default on its obligations to BCC.  Boeing
has provided BCC with first loss deficiency and partial rental
guarantees covering $229,000,000 of the VARIG obligations, Russell
A. Evans, BCC vice president and chief financial officer, relates.

Mr. Evans reports that in December 2005, BCC committed to provide
a loan facility up to $14,000,000 and, in the first quarter of
2006, provided payment assurances to assist with the repair of
certain MD-11 engines.  As of June 30, 2006, BCC had an $8,000,000
liability for the combined expected loss under these obligations.

"Currently, we are negotiating termination agreements for our
aircraft leased to VARIG and all such aircraft are grounded under
a New York court order or for maintenance purposes," Mr. Evans
says.

Mr. Evans notes that the effect of last month's auction and sale
of VARIG's operating assets with respect to the airline's
obligations to BCC is not yet known.

"Taking into account the guarantees from Boeing, we do not expect
the VARIG bankruptcy, including the impact of any restructurings,
to have a material adverse effect on our earnings, cash flows
and/or financial position," Mr. Evans says.

BCC reported $243,000,000 in total revenues for the three months
ended June 30, 2006, and $480,000,000 for the first half of 2006.

                           About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


VARIG S.A.: Returns Five Engines to Willis Lease
------------------------------------------------
Willis Lease Finance Corporation discloses in a regulatory filing
with the Securities and Exchange Commission that VARIG S.A. has
returned five leased aircraft engines.

Willis leased nine engines to VARIG and Rio-Sul Linhas Aereas,
S.A., pursuant to prepetition lease agreements.  All of the leases
have terminated.

Willis reports that, of the five returned engines, one has been
sold for a gain, three have been placed on lease and one is off-
lease.

Willis relates that the remaining four engines have a $16,000,000
net book value and are in various stages of the lease return
process.  Rents on the nine engines were paid through May 2006
and security deposits are adequate to cover most rents through
June 2006, according to Willis.

Willis leases spare commercial aircraft engines, rotable parts
and aircraft to commercial airlines, aircraft engine
manufacturers and overhaul/repair facilities worldwide.  The
leasing activities are integrated with the purchase and resale of
used and refurbished commercial aircraft engines.

As reported in the Troubled Company Reporter on June 29, 2006,
Willis Lease asked the U.S. Bankruptcy Court for the Southern
District of New York for judgment:

   1. declaring nine engines leased to VARIG, S.A., and its
      affiliate Rio-Sul Linhas Aereas, S.A., pursuant to
      lease agreements, as Willis' property;

   2. directing the Foreign Debtors to:

         a. return all of the Willis engines together with all
            parts and records;

         b. execute all documents necessary to acknowledge the
            termination of the leases; and

         c. secure any export permits, licenses or documents
            necessary to remove the engines from Brazil;

   3. for wrongful detention, conversion and use of the engines
      equal to the rent and use fees provided in the leases
      until the engines are returned properly together with all
      parts and records; and

   4. awarding Willis punitive damages against the Foreign
      Debtors in an amount to be determined by the Court.

                           About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


VESTA INSURANCE: CFO Hines & CAO Meadows Resign
-----------------------------------------------
Vesta Insurance Group Inc., filing with the Securities and
Exchange Commission, disclosed that:

    * On August 15, 2006, John Hines resigned as Senior Vice
      President, Chief Financial Officer and Treasurer; and

    * On August 18, 2006, E. Murray Meadows resigned as Vice
      President and Controller (chief accounting officer).

Both resignations are effective September 1, 2006.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding  
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).  
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.  
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  At Dec. 31, 2004,
Vesta Insurance's balance sheet showed $1,764,247,000 in total
assets and $1,810,022,000 in total liabilities resulting in a
$45,775,000 stockholders' deficit.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).  
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $1 million and $10 million and debts between $10
million and $50 million.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


W&T OFFSHORE: Completes $1.3 Billion Kerr-McGee Subsidiary Merger
-----------------------------------------------------------------
W&T Offshore, Inc., has completed the merger transaction with a
Kerr-McGee subsidiary owning the Gulf of Mexico conventional shelf
properties of Kerr- McGee.

The effective date of the transaction is October 1, 2005.  Kerr-
McGee was recently acquired by Anadarko Petroleum Corporation.

The closing adjustments resulted to the transaction statistics to
differ from those previously disclosed on Jan. 23, 2006:

                                        1/23/2006    8/24/2006
   Kerr-McGee Transaction               Estimated     Closing
   Purchase price ($ mm)                  $1,339       $1,030
   Acreage (gross)                         1,338M       1,118M
   Estimated daily product'n (mmcfe/d)       150          161
   % Gas Production                           74%          73%

The Company has funded the transaction through:
                                      (in Millions)
      Cash                                $267.9
      Senior Secured Credit Facility:
        Revolver                           $75
        Term Loan A                       $387.5
        Term Loan B                       $300
                                        --------  
                                        $1,030.4
                                        ========

The properties involved in the transaction include interests in
approximately 100 fields on 242 offshore blocks, including 88
undeveloped blocks, spreading across the Western, Central and
Eastern U.S. Gulf of Mexico, primarily in water depths of less
than 1,000 feet.  The closing of the transaction increased the
Company's shelf acreage in the Gulf of Mexico to over 2 million
gross acres.  The transaction will also provide over 92 additional
exploration prospects to the Company's inventory.

Tracy W. Krohn, chairman and chief executive officer, stated, "By
far, this is the largest transaction in the Company's history and
we are anxious to begin exploring and optimizing these properties.
We have established a solid track record for exploiting acquired
assets and are confident that these properties offer as much
upside potential as those we have acquired in the past.  With the
significant inventory of exploration prospects included in this
transaction, we expect to be able to further demonstrate that not
only are we skilled at making good acquisitions, but we are very
accomplished explorers as well."

Headquartered in Houston, Texas, W&T Offshore, Inc.,
(NYSE: WTI) -- http://www.wtoffshore.com/-- is an independent oil  
and natural gas company focused primarily in the Gulf of Mexico,
including exploration in the deepwater.  Founded in 1983, W&T now
holds working interests in over 100 fields in federal and state
waters and a majority of its daily production is derived from
wells it operates.

                        *     *     *

Moody's assigned a B2 corporate family rating to W&T Offshore,
Inc., and a B2 rating to its $1.3 billion senior secured credit
facility, including a $500 million bank revolver, $500 million
Term Loan A, and $300 million Term Loan B, effective April 26,
2006.  The rating outlook is stable.

Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to W&T Offshore Inc.  and a 'B+' rating and '1'
recovery rating to W&T's proposed $1.3 billion senior secured
credit facilities, effective April 21, 2006.  The rating outlook
is stable.


WELLINGTON PROPERTIES: Wants Revised Pact with LaSalle Approved
---------------------------------------------------------------
Wellington Properties LLC asks the U.S. Bankruptcy Court for the
Middle District of North Carolina in Durham to:

   a) approve a revised settlement agreement it entered into with
      LaSalle Bank National Association;

   b) authorize distribution of remaining cash; and

   c) in the alternative, convert its chapter 11 case into
      a chapter 7 proceeding.

LaSalle Bank, a creditor holding a $12,726,991 claim against the
Debtor, purchased all of the Debtor's properties through its
$10,650,000 credit bid.  LaSalle retains a secured deficiency
claim of $1,108,048.

The Debtor has $103,211 remaining cash, $60,326 of which according
to the Court, in its prior orders, constitutes LaSalle's cash
collateral.  

On June 7, 2006, the Debtor sought to resolve LaSalle's claim,
contending that due to the size of LaSalle's deficiency claim,
other unsecured creditors would not receive a meaningful dividend.

The Debtor also said that it is not aware of any other assets or
recoveries which could be made, or any potential bankruptcy causes
of action which could be pursued by a chapter 7 trustee in the
event its case is converted.

The Court, in a July 31, 2006 order, asked the parties to
renegotiate the settlement.

Accordingly, to avoid delay and additional costs, the Debtor and
LaSalle, in a revised settlement agreement, stipulate that:

   a. LaSalle will waive its lien or security interest, if
      any, with respect to the $33,961 balance and subordinate
      its right to receive payment on its unsecured deficiency
      claim otherwise payable from the $33,961 balance, to the
      payment of:

      -- $26,721 to the holders of allowed unsecured claims
         other than LaSalle, representing a 25% dividend on other
         allowed unsecured claims in the aggregate amount of
         $106,887, with any unclaimed funds or de minimis
         distributions to be paid over to the Clerk of the
         Bankruptcy Court; and

      -- allowed administration costs determined by the Court
         as reasonably necessary to wind up and close the
         proceeding, consisting of attorneys' fees and expenses
          of the Debtor's counsel and quarterly court fees.

   b. The Debtor will disburse:

      -- that part of LaSalle's cash collateral consisting of
         postpetition rents in the amount of $60,326 to LaSalle
         immediately upon the Court's approval of the compromise;
         and

      -- after payment of the 25% dividend to the holders of
         other allowed unsecured claims and allowed costs of
         administrative, disburse the remaining funds in the
         estate to LaSalle.

   c. Upon completion of the distributions, the Debtor would file
      a final report and seek entry of an order dismissing the
      case or a final decree to close the case.

LaSalle serves as trustee for the Registered Holders of LB
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1, acting in behalf of Capmark Finance
Inc. fka GMAC Commercial Mortgage Corporation as its Special
Servicer.

The Court will convene a hearing on Oct. 17, 2006, at 10:00 a.m.
to consider the Debtor's request.

Based in Durham, North Carolina, Wellington Properties LLC owns
and operates Wellington Place, a 501-unit apartment complex in
Durham, North Carolina.  The Company filed for chapter 11
protection on March 29, 2005 (Bankr. M.D.N.C. Case No. 05-80920).  
Brian D. Darer, Esq., and John A. Northen, Esq., represent the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the case.  When the
Debtor filed for protection from its creditors, it listed total
assets of $11,625,087 and total debts of $12,632,012.


WINN-DIXIE: Wants CBC's $885,975 Administrative Claim Denied
------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to deny
Consolidated Biscuit Company's request on grounds that
that they have no obligation under the terms of the Packaging
Agreement to pay for the charges CBC is claiming.

The Debtors object to Consolidated Biscuit Company's request for
payment of $885,975 in administrative expenses.

Before their bankruptcy filing, the Debtors entered into an asset
purchase agreement with CBC for the sale of the Debtors'
manufacturing facility located in Valdosta, Georgia.  The two
companies subsequently entered into a Contract Packaging
Agreement under which CB would manufacture bakery and snack
products at the Valdosta Facility for the Debtors.

According to D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, CBC unilaterally terminated the Packaging
Agreement as of December 2005, by exercising the agreement's 120-
day termination notice provision.  Shortly thereafter, CBC ceased
all operations at the Valdosta Facility.

In June 2006, CBC filed its request for payment of an
administrative expense claim for $344,618 in leftover packaging
materials; $463,488 in leftover ingredients; and $77,869 in
manufactured products on hand at the time of termination of the
Packaging Agreement.

Mr. Baker says that any obligation of the Debtors under the
Packaging Agreement is a prepetition obligation and CBC has not
shown that its charges were actual and necessary to the
preservation of the Debtors' estates.

Moreover, CBC violated the automatic stay when it terminated the
Packaging Agreement and it should not be compensated for the
consequences of the termination, Mr. Baker asserts.

Had CBC properly sought relief from the Court, Mr. Baker says,
the proceedings might have facilitated a managed termination
under which CBC's charges now at issue would not have been
incurred.  And the Debtors might not have suffered the product
shortfalls that they experienced during the period leading up to
the termination, Mr. Baker adds.

The Debtors reserve their right to seek damages from CBC for the
violation of the automatic stay and any loss of profits resulting
from the termination of the Packaging Agreement.

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 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  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. 50; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


XM SATELLITE: FCC Grants New Certification for XM Radios
--------------------------------------------------------
The Federal Communications Commission issued new grants of
authority for three XM Satellite Radio Inc. radios with FM
transmitters after determining that the radios are in compliance
with FCC regulations.  These XM plug-and-play radios -- Audiovox
Xpress, Delphi RoadyXT, and XM Sportscaster -- are three of XM's
primary products at retail.  XM is notifying its manufacturers to
resume production of these devices.  These new products are
expected to be available at retail for the holiday shopping
season.

                      About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2006 lineup includes more than 170 digital channels of choice from
coast to coast: the most commercial-free music channels, plus
premier sports, talk, comedy, children's and entertainment
programming; and 21 channels of the most advanced traffic and
weather information.  XM has broadcast facilities in New York and
Nashville, and additional offices in Boca Raton, Florida;
Southfield, Michigan; and Yokohama, Japan.

At June 30, 2006, XM Satellite Radio Inc.'s balance sheet showed a
stockholders' deficit of $358,079,000, compared to a deficit of
$362,713,000, at Dec. 31, 2005.

                         *     *     *

As reported in the Troubled Company Reporter on April 21, 2006,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
XM Satellite Radio Inc.'s proposed $600 million senior unsecured
notes.  The senior unsecured notes are rated one notch below the
corporate credit rating because of the sizable amount of secured
debt in the company's capital structure relative to its asset
base.

At the same time, Standard & Poor's assigned its 'B-' rating and
recovery rating of '1' to XM's proposed $250 million first-lien
secured revolving credit facility, indicating an expectation of
full recovery of principal in the event of a payment default.


XYBERNAUT CORP: U.S. Trustee Wants Ch. 11 Case Converted to Ch. 7
-----------------------------------------------------------------
The U.S. Trustee for Region 4 asks the U.S. Bankruptcy Court for
the Eastern District of Virginia to convert Xybernaut Corp.'s
chapter 11 case to a chapter 7 liquidation proceeding or have it
dismissed.  

Jack Frankel, Esq., at the U.S. Trustee's Office, tells the Court
that the Debtor has not filed a disclosure statement and plan of
reorganization.  The Debtor also incurred a $7,265,535 year-to-
date net loss.  The financial ability of Xybernaut Corporation to
meet this obligation in the near future is uncertain, Mr. Frankel
asserts.

Mr. Frankel points out that the failure to file disclosure
statements and plans of reorganization after a year under
bankruptcy protection and continuing losses constitute cause to
dismiss or convert chapter 11 cases to chapter 7 liquidation
proceedings under Section 1112 of the Bankruptcy Code.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on July
25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).  John
H. Maddock III, Esq., at McGuireWoods LLP, represents the Debtors
in their chapter 11 proceedings.  Paul M. Sweeney, Esq., at
Linowes & Blocher LLP, represents the Official Committee of
Unsecured Creditors.  Craig Benson Young, Esq., at Connolly
Bove Lodge & Hutz, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $40 million in total assets and
$3.2 million in total debts.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (21)         132       (6)
AFC Enterprises         AFCE        (46)         172        5
Alaska Comm Sys         ALSK        (17)         565       24
Alliance Imaging        AIQ         (23)         682       26
AMR Corp.               AMR        (508)      30,752   (1,392)
Atherogenics Inc.       AGIX       (124)         211      165
Biomarin Pharmac        BMRN         49          469      307
Blount International    BLT        (123)         465      126
CableVision System      CVC      (2,468)      12,832    2,643
Centennial Comm         CYCL     (1,062)       1,436       23
Cenveo Inc              CVO          24          941      128
Choice Hotels           CHH        (118)         280      (58)
Cincinnati Bell         CBB        (705)       1,893       18
Clorox Co.              CLX        (156)       3,616     (123)
Cogdell Spencer         CSA         126          370      N.A.
Columbia Laborat        CBRX         10           29       23
Compass Minerals        CMP         (63)         664      161
Crown Holdings I        CCK         144        7,287      174
Crown Media HL          CRWN       (393)       1,018      133
Deluxe Corp             DLX         (90)       1,330     (235)
Denny's Corporation     DENN       (258)         500      (68)
Domino's Pizza          DPZ        (609)         395       (4)
Echostar Comm           DISH       (512)       9,105    1,589
Emeritus Corp.          ESC        (111)         721      (29)
Emisphere Tech          EMIS          2           43       19
Empire Resorts I        NYNY        (26)          62       (3)
Encysive Pharm          ENCY        (64)          93       56
Foster Wheeler          FWLT        (38)       2,224      (93)
Gencorp Inc.            GY          (88)         990      (28)
Graftech International  GTI        (166)         900      250
H&E Equipment           HEES        226          707       22
I2 Technologies         ITWO        (55)         211       (9)
ICOS Corp               ICOS        (36)         266      116
IMAX Corp               IMAX        (21)         244       33
Incyte Corp.            INCY        (55)         375      155
Indevus Pharma          IDEV       (147)          79       35
J Crew Group Inc.       JCG         (83)         362      102
Koppers Holdings        KOP         (95)         625      140
Kulicke & Soffa         KLIC         65          398      230
Labopharm Inc.          DDS         (92)         143      105
Level 3 Comm. Inc.      LVLT        (33)       9,751    1,333
Ligand Pharm            LGND       (238)         286     (155)
Lodgenet Entertainment  LNET        (66)         262       15
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR         125        3,181       64
McMoran Exploration     MMR         (21)         434      (38)
NPS Pharm Inc.          NPSP       (164)         248      168
New River Pharma        NRPH          0           93       68
Omnova Solutions        OMN          (6)         366       67
ON Semiconductor        ONNN        (75)       1,423      279
Qwest Communication     Q        (2,826)      21,292   (2,542)
Riviera Holdings        RIV         (29)         214        7
Rural/Metro Corp.       RURL        (93)         302       50
Sepracor Inc.           SEPR       (109)       1,277      363
St. John Knits Inc.     SJKI        (52)         213       80
Sulphco Inc.            SUF          25           34       12
Sun Healthcare          SUNH         10          523      (34)
Sun-Times Media         SVN        (261)         965     (324)
Tivo Inc.               TIVO        (33)         143       19
USG Corp.               USG        (313)       5,657   (1,763)
Vertrue Inc.            VTRU        (16)         443      (72)
Weight Watchers         WTW        (110)         857      (72)
WR Grace & Co.          GRA        (515)       3,612      929

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***