TCR_Public/060904.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 4, 2006, Vol. 10, No. 210

                             Headlines

3DFX INTERACTIVE: Nvidia Must Turnover Hidden Escrow Account Docs
A.C.E. ELEVATOR: Some Union Obligations Might Have 1114 Priority
ABB LUMMUS: Emerges from Chapter 11 Protection
ACCURIDE CORP: Earns $17.02 Million in Second Quarter of 2006
ADA DINING: Case Summary & Four Largest Unsecured Creditors

AMERICAN MEDIA: High Leverage Cues Moody's to Downgrade Ratings
AMERICAN TOWER: Moody's affirms Ba2 Corporate Family Rating
ANDREW CORPORATION: Repurchases 2.4 Million Common Shares
ASARCO LLC: Taps Weinstein Kitchenoff as Special Counsel
ASARCO LLC: Wants Removal Period Deadline Stretched to Jan. 5

AXTEL S.A.: Moody's Lifts Rating on $162.5 Mil. Sr. Notes to Ba3
BLUEGREEN CORP: Earns $6.6 Million in Quarter Ended June 30
CALLA PROPERTIES: Needs More Time to File Schedules and Statements
CALPINE CORP: Asks Court to Set Oct. 31 Bar Date for CGC Claims
CIRTRAN CORP: Secures $1.5 Million Financing With Cornell Capital

CITIGROUP MORTGAGE: Fitch Puts Low-B Ratings on Two Cert. Classes
COMPASS MINERALS: Balance Sheet Upside-Down by $63 Mil. at June 30
COPELANDS' ENT: Wants Pachulski Stang as Bankruptcy Counsel
COPELANDS' ENT: Court Okays JPMorgan as Claims & Noticing Agent
COUNTRY CLUB: Case Summary & Two Largest Unsecured Creditors

CREDIT SUISSE: Fitch Rates $5.25 Mil. Class B-2 Certificate at BB+
DELPHI CORP: Rule 1113/1114 Hearing to Resume on September 18
DELTA AIR: Gets Court Nod on Fee Committee & Procedures Protocol
DELTA AIR: Comair Wants to Sign Term Sheets for N427CA & N403CA
DURA AUTOMOTIVE: Closing Stratford Plant & Laying Off 280 Workers

EMPIRE RESORTS: June 30 Balance Sheet Upside-Down by $26.2 Million
ENTERGY NEW: To Charge Grand Gulf Costs to New Orleans Customers
ENTERGY NEW ORLEANS: Court OKs Lender Professionals Fee Procedures
ESCHELON TELECOM: Accumulated Deficit Tops $157.2 Mil. at June 30
EXECUTE SPORTS: Second Quarter Net Loss Slides to $1 Million

EXIDE TECHNOLOGIES: Aviva Partners and Jarman File Lawsuits
EXIDE TECHNOLOGIES: Court Gives Murray 45 Days to Amend Complaint
FACTORY 2-U: Ch. 7 Trustee Taps Heiman Gouge as Litigation Counsel
FACTORY 2-U: Chapter 7 Trustee Wants LECG LCC as Financial Analyst
FERTINITRO FINANCE: Fitch Affirms Bonds' B- Rating & Removes Watch

GB HOLDINGS: Court Approves Third Amended Disclosure Statement
GBAK PROPERTIES: Voluntary Chapter 11 Case Summary
GRAHAM PACKAGING: Has $507,294 Partners' Deficit as of June 30
HAROLD'S STORES: Secures $5 Million Additional Debt Funding
IPIX CORP: Grandeye Ltd Restates Ownership of IPIX Patents

IESI CORP: Moody's Lifts $385 Million Loans' Rating to Ba3
INLAND FIBER: Court Sets September 22 as Claims Bar Date
INTEGRATED HEALTHCARE: June 30 Balance Sheet Upside-Down by $25.6M
INTERNATIONAL HELICOPTER: Case Summary & 11 Largest Creditors
KAISER ALUMINUM: Court Approves $32 Mil. Deal with TIG Insurance

KAISER ALUMINUM: Court Signs Amended Order on CNA Insurers Accord
LE NATURE'S: Settlement Agreement Cues S&P to Put Ratings on Watch
LIGAND PHARMACEUTICALS: Modifies Pay Package of Henry Blissenbach
LOS OSOS COMMUNITY: Chapter 9 Filing Cues S&P's Rating Downgrade
MAVERICK TUBE: Earns $53.7 Million in 2006 Second Quarter

MICROFIELD GROUP: Accumulated Deficit Tops $111.6 Mil. at June 30
MIDLAND EURO: Trustee Can't Pursue Extraterritorial Fraud Claim
MULTIPLAN INC: Private Healthcare Merger Cues S&P's Negative Watch
NATURADE INC: Case Summary & 20 Largest Unsecured Creditors
NEOMEDIA TECH: Gets $5 Mil. Secured Financing on Debenture Sale

NETGURU INC: Inks Merger Deal with BPO Management
NEW WORLD RESTAURANT: Equity Deficit Widens to $139MM in 6 Months
NEWPARK RESOURCES: Shutting Down Newpark Environmental Operations
NOMURA HOME: Fitch Rates $10.7 Mil. Class B-2 Certificates at BB+
NORTHWEST AIRLINES: Wants Amadeus' Compel Motion Denied

OMNE STAFFING: Ch. 11 Trustee Wants to Expand Vargas' Retention
ORTHOFIX INT'L: Blackstone Merger Cues Moody's to Lower Ratings
PERSISTENCE CAPITAL: Court Converts Case to Chapter 7 Liquidation
PHOTRONICS INC: Earns $4.6 Million in Quarter Ended July 30
PORTRAIT CORP: Sees 75% Debt Cut Upon Chapter 11 Emergence

REFCO INC: Debtors & Trustee Hire UHY Advisors as Tax Consultants
REFCO INC: Committee Hires Wildman Harrold as Illinois Counsel
REGAL ENTERTAINMENT: Earns $16.6 Million in Quarter Ended June 29
RIVIERA HOLDINGS: Aborted Merger Plan Cues S&P to Affirm B Ratings
ROBINSON FOUNDRY: Creditor Should Have Read Mail Sent to Lockbox

SAINT VINCENTS: Plans to Spend $8 Million on Equipment Upgrades
SECURAC CORP: June 30 Stockholder's Deficit Widens to $1.4 Million
SECURITIZED ASSET: Fitch Puts BB+ Rating on Class B-5 Certificate
SEQUOIA MORTGAGE: Fitch Puts Low-B Ratings on Two Cert. Classes
SHACKLETON RE: Moody's Rates $125 Million Variable Notes at Ba3

SPECTRUM BRANDS: Earns $2,545,000 in 2006 Third Fiscal Quarter
STEAKHOUSE PARTNERS: June 27 Working Capital Deficit Tops $10.3MM
STRUCTURED ADJUSTABLE: Fitch Rates Four Cert. Classes at Low-Bs
STRUCTURED ASSET: Fitch Junks Class B3 & B4 Certificates' Ratings
SUNCOAST IMAGING: Voluntary Chapter 11 Case Summary

TRANSPORTADORA DE GAS: Fitch Assigns B- Issuer Default Rating
TRI-CONTINENTAL EXCHANGE: Court Recognizes Foreign Liquidation
UNUMPROVIDENT CORP: S&P Affirms BB+ Counterparty Credit Rating
URBAN TELEVISION: Has $310,209 Net Loss in 2nd Qtr. Ended June 30
VALASSIS COMMUNICATIONS: S&P Holds BB Corp. Credit Rating on Watch

VESTA INSURANCE: Wants to Transfer Funds to Gaines for Payroll
VILLAGES AT SARATOGA: Ch. 7 Trustee Taps Noel Hyde as Gen. Counsel
VITAL BASICS: Vertrue Can't Pursue Claims Against Principals
VITAMIN SHOPPE: Moody's Lowers $165 Million Notes' Rating to B3
WELLS FARGO: Fitch Rates Class B-4 & B-5 Certificates at Low-Bs

WERNER LADDER: Can Terminate Winston & Strawn as Panel's Counsel
WERNER LADDER: Ct. OKs Jefferies as Panel Advisor Despite Protest
WORLDSPACE INC: Equity Deficit Widens to $1.55 Billion at June 30
WORLDSPACE INC: Yenura Exchanges Class B for Class A Stocks

* BOND PRICING: For the week of August 28 -- September 1, 2006

                             *********

3DFX INTERACTIVE: Nvidia Must Turnover Hidden Escrow Account Docs
-----------------------------------------------------------------
In an adversary complaint filed against Nvidia Corp., William A.
Brandt, Jr., the trustee overseeing the chapter 11 liquidation of
3DFX Interactive Inc., asked the U.S. Bankruptcy Court for the
Northern District of California to compel Nvidia to produce
documents relating to Nvidia's purchase of the Debtor's graphics
chip business in 2000 for $70,000,000 plus 1,000,000 shares of
Nvidia stock.

Asserting a crime-fraud exception to the attorney-client privilege
under Section 531 of the California Penal Code, the Trustee
specifically wanted Nvidia to provide documents reflecting the:

   a) distribution plans for the $70,000,000 proceeds from the
      sale of the Debtor's business to Nvidia; and

   b) escrow account, which was funded from the asset sale
      proceeds.

The Trustee contended that Nvidia knowingly participated in
defrauding creditors by structuring the asset purchase agreement
based on unattainable conditions and by not revealing the escrow
account to creditors holding liens on the proceeds of the asset
sale.

Nvidia argued that the asset purchase agreement was designed to
satisfy creditors' claims and that the escrow account was
established to ensure payment to the attachment creditors.

The Honorable James R. Grube, pointing to the first element of the
crime-fraud exception to the attorney-client privilege, held that
the Trustee has not made a sufficient showing that Nvidia acted
with intent to defraud the Debtor's creditors in the structuring
of the asset purchase agreement.

However, in a decision published at 2006 WL 2242443, Judge Grube
agreed with the Trustee that the crime-fraud exception applies to
the documents relating to Nvidia's concealment of the existence of
the escrow account.

Nvidia Corp. is represented by Robert P. Varian, Esq., at Orrick,
Herrington and Sutcliffe in this matter.

Headquartered in Palo Alto, California, 3DFX Interactive Inc.
developed graphics chips, graphics boards, software and related
technology.  On March 27, 2001, 3dfx's shareholders approved
proposals to liquidate, wind up and dissolve the Company pursuant
to a plan of dissolution and to sell certain of its assets to
Nvidia US Investment Company, a wholly owned subsidiary of Nvidia
Corporation.  The Company filed for chapter 11 protection on
Oct. 15, 2002 (Bankr. N.D. Calif. Case No. 02-55795).  William A.
Brandt, Jr. serves as trustee and is represented by Aron M.
Oliner, Esq., at the Law Offices of Duane Morris and Craig C.
Chiang, Esq, at Buchalter, Nemer, Fields and Younger.  Robert S.
Gebhard, Esq., at Sedgwick, Detert, Moran and Arnold represents
the Official Committee of Unsecured Creditors.  At July 31, 2002,
the Company had $35,236,000 net liabilities in liquidation from
total assets of $106,000 and total liabilities of $35,342,000.


A.C.E. ELEVATOR: Some Union Obligations Might Have 1114 Priority
----------------------------------------------------------------
The trustees of the National Elevator Industry Benefit Plans asked
the Honorable Robert D. Drain for an order directing A.C.E.
Elevator Co., Inc., to pay delinquent prepetition Plan
contributions, interest, liquidated damages, and attorney's fees
and costs as expenses entitled to administrative priority under 11
U.S.C. Secs. 365(b)(1), 503(b)(1)(A), 507(a)(1), 1113(f) and
1114(e).

A.C.E. admits that it has not paid prepetition Plan contributions
arising before Dec. 21, 2004, the date that it filed its chapter
11 petition.  A.C.E. argues that the Trustees' claim is not
entitled to administrative priority and should be treated like all
other unsecured claims.  A.C.E. also argues that because the
Trustees induced A.C.E.'s covered employees to walk off their jobs
shortly after the start of the chapter 11 case in an attempt to
coerce A.C.E. to pay the delinquent contributions in violation of
both the automatic stay under 11 U.S.C. Sec. 362(a) and the
collective bargaining agreement under which A.C.E.'s Plan funding
obligations arise, the Trustees' claim should be disallowed or
subordinated.  The Trustees contest these allegations, which also
are the subject of a pending adversary proceeding.

The Plans are multi-employer benefit plans under 29 U.S.C. Secs.
1002(2), (3) and (37).  Under a Joinder Agreement, A.C.E. agreed
with the Union to be bound by the Plan Agreements, as well as the
CBA, and "to make contributions covering all of its employees
represented by the Union to the [Plans] as required by the [CBA]."
The CBA obligates A.C.E. to contribute to each of the Plans a
specified dollar amount "for each hour of work performed" by Union
members in its employ.  The Plan Agreements do not separately
describe A.C.E.'s Plan funding obligations, with the exception of
addressing certain administrative matters and referring to the
employer's obligation to fund the Plans under the CBA.

A.C.E. has paid its Plan contributions attributable to all
postpetition hours worked.

In a Memorandum Decision published at 2006 WL 2390579, Judge Drain
says the services provided by the Trustees to A.C.E., as opposed
to the Plan beneficiaries, in processing and calculating amounts
due in respect of Plan contributions do not satisfy Sec.
503(b)(1)(A)'s standard of "actual, necessary expenses of
preserving the estate," because they conferred no discernable
benefit on the estate.  Accordingly, no administrative priority
attached to the unpaid delinquent prepetition plan contributions
under Sec. 503 of the Bankruptcy Code.

Judge Drain declines to find any implied assumption of the CBA by
virtue of A.C.E. not having rejected the CBA under Sec. 1113
before its expiration.  For the same reason, the Delinquent
Contributions claim is not entitled to be paid in full under Sec.
365(b)(1) of the Bankruptcy Code, which requires the cure of all
defaults if an executory contract is assumed.

Some of the Debtor's unpaid contributions under the Welfare Plan
may be entitled to priority under Sec. 1114 of the Bankruptcy
Code.  Because the record before the Court is inadequate, Judge
Drain has asked the parties for additional submissions on this
important question.

Accordingly, Judge Drain rules, (i) the motion, insofar as it
seeks relief under 11 U.S.C. Secs. 365(b)(1), 503(b)(1)(A),
507(a)(1) and 1113(f), is denied; (ii) the motion, insofar as it
seeks relief with respect to Delinquent Contributions to the
Welfare Plan under 11 U.S.C. Sec. 1114(e) is granted, subject,
however, to further submissions regarding whether such
contributions are entirely in respect of benefits for retirees,
their spouses and dependents and, if not, whether only the portion
of such contributions attributable to such benefits is covered by
Sec. 1114(e); (iii) the motion, insofar as it seeks priority
payment of interest, liquidated damages, and attorney's fees and
costs, is denied; and (iv) A.C.E.'s request for its costs is
denied.

Robert P. Curley, Esq., at O'Donoghue & O'Donoghue, represents the
National Elevator Industry Benefit Plans.

Headquartered in New York City, A.C.E. Elevator Co., Inc., is
in the business of elevator and escalator maintenance, repairs,
construction and modernization.  The Company filed for chapter 11
protection on Dec. 21, 2004 (Bankr. S.D.N.Y. Case No. 04-17994).
Jonathan S. Pasternak, Esq., at Rattet, Pasternak & Gordon Oliver,
LLP, represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$5,285,000 in total assets and $7,700,000 in total debts.


ABB LUMMUS: Emerges from Chapter 11 Protection
----------------------------------------------
The Chapter 11 Plan of Reorganization of ABB Lummus Global Inc.
became effective on Aug. 31, 2006, after the order of the U.S.
District Court affirming the Plan became final on the same day.

"We are very pleased that we have resolved the asbestos claims
against Lummus Global for good.  Lummus will now be in a much
stronger position and we see a very good future for the company.
This is a very solid business with great technology expertise and
a committed workforce, operating in attractive oil, gas and
petrochemical markets" Fred Kindle, CEO and President of ABB said.

                  The Debtor's Prepackaged Plan

As reported in the Troubled Company Reporter on May 12, 2006, the
Debtor told the Bankruptcy Court that the Plan was developed
through extensive discussions among:

    * the Debtor;

    * its indirect parent, ABB Ltd.;

    * Richard B. Schiro, the future claimants' representative for
      unknown and future holders of the Debtor's Asbestos PI Trust
      Claims;

    * an informal committee comprised of representatives of
      certain claimants with claims against the Debtor and
      Combustion Engineering;

    * representatives of certain cancer claimants with claims
      against Combustion Engineering in Combustion's bankruptcy
      case;

    * the Official Committee of Unsecured Creditors appointed in
      Combustion's bankruptcy proceedings; and

    * David Austern, the future claimants representative appointed
      in Combustion's bankruptcy proceedings.

                    Overview of the Plan

The Plan addresses the asbestos-related personal injury
liabilities of the Debtor and the Asbestos Protected Parties.  The
Plan provides for the issuance of the Lummus Asbestos PI
Channeling Injunction pursuant to Sections 105 and 524(g) of the
Bankruptcy Code that will result in the channeling of all
asbestos-related personal injury liabilities, to the Lummus
Asbestos PI Trust, of Lummus and other Asbestos Protected Parties,
including:

   -- ABB Lummus Global Construction Co., a former affiliate
      merged with the Debtor on June 28, 2005, and

   -- ABB Lummus Global International Corporation, a wholly owned
      subsidiary of the Debtor,

                       Terms of the Plan

Under the prepackaged Plan, these claims will be paid in full:

    * Administrative Expense Claims;
    * Tax Claims;
    * Priority Claims;
    * Secured Claims;
    * Workers' Compensation Claims; and
    * General Unsecured Claims.

Non-Debtor Affiliate Intercompany Claims will be paid in full
subject to the subordination provisions described in the ABB Ltd.,
and Non-Debtor Affiliate Settlement Agreement.

Holders of Equity Interests in the Debtor will retain their
interests subject to the pledge and security interest in 51% of
the issued and outstanding shares of Capital Stock of the Debtor.
The shares will be held by ABB Oil & Gas on the Effective Date to
secure the Lummus Note and the guaranty provided by ABB Ltd., ABB
Holdings, and ABB Oil & Gas with respect to the Debtor's payment
obligation under the Lummus Note.

All Lummus Asbestos PI Trust Claims will be subject to the Lummus
Asbestos PI Channeling Injunction.  Other than Settled Asbestos
Claims, all Lummus Asbestos PI Trust Claims will be evaluated,
determined, and paid, pursuant to the terms, provision, and
procedures of the Lummus Asbestos PI Trust Distribution
Procedures.  The Lummus Asbestos PI Trust will funded in
accordance with the provision of Article 7 of the Plan and the
Lummus PI Trust Agreement.

A copy of the Debtor's Disclosure Statement and Prepackaged
Chapter 11 Plan of Reorganization is available for free
at http://ResearchArchives.com/t/s?8d6

Headquartered in Houston, Texas, ABB Lummus Global Inc. --
http://www.abb.com/lummus/-- offers advanced process
technologies, project management, engineering, procurement and
construction-related services for the oil and gas, petroleum
refining and petrochemical process industries.  The group oversees
the construction of process plants and offshore facilities.  The
company filed for chapter 11 protection on Apr. 21, 2006 (Bankr.
D. Del. Case No. 06-10401).  Jeffrey N. Rich, Esq., at Kirkpatrick
& Lockhart Nicholson Graham LLP, represents the Debtor.  Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl Young, Jones &
Weintraub, LLP, serves as the Debtor's co-counsel.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.   When the Debtor filed for protection from its
creditors, it estimated more than $100 million in assets and
debts.


ACCURIDE CORP: Earns $17.02 Million in Second Quarter of 2006
-------------------------------------------------------------
Accuride Corp. earned $17.02 million on $342.81 million of net
revenue for the second quarter ending June 30, 2006, the Company
disclosed on a Form 10-Q report filed with the Securities and
Exchange Commission.

As of June 30, 2006, the Company's balance sheet showed
$1.22 billion in assets and $175.74 million in equity.

The Company's primary sources of liquidity during the six months
ended June 30, 2006, were cash reserves and its $125 million
revolving credit facility, of which $5 million is currently drawn.
Primary uses of cash were working capital needs and capital
expenditures.

Net cash provided by operating activities during the first six
months of 2006 amounted to $46.8 million compared to $4.2 million
for the comparable period in 2005, an increase of $42.6 million.

Net cash used in investing activities totaled $13.1 million
for the six months ended June 30, 2006 compared to a use of
$8.1 million for the six months ended June 30, 2005, which was a
net decrease of cash of $5 million due principally to higher
capital expenditures partially reduced by $1.9 million of net
proceeds from the sale of property in Columbia, Tennessee.

Net cash used in financing activities totaled $28.5 million for
the six months ended June 30, 2006 compared to net cash used in
financing activities of $17.1 million for the comparable period in
2005, an increase of $11.4 million.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?10ef

Accuride Corporation -- http://www.accuridecorp.com/-- is one of
the largest and most diversified manufacturers and suppliers of
commercial vehicle components in North America.  Accuride's
products include commercial vehicle wheels, wheel-end components
and assemblies, truck body and chassis parts, seating assemblies
and other commercial vehicle components.  Accuride's products are
marketed under its brand names, which include Accuride, Gunite,
Imperial, Bostrom, Fabco and Brillion.

Accuride Corporation's 8-1/2% Senior Subordinated Notes due 2015
carry Moody's Investors Service's B3 rating and Standard & Poor's
B- rating.


ADA DINING: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: ADA Dining Corp.
        208 East 58th Street, 3rd Floor
        New York, NY 10022

Bankruptcy Case No.: 06-43105

Type of Business: ADA Dining Corporation operates a restaurant in
                  New York City.  The Debtor is wholly owned
                  by Darshan R. Shah.

                  R. Kenneth Barnard, Esq., the Chapter 7 Trustee
                  of the estate of Darshan R. Shah, asked the U.S.
                  Bankruptcy Court for the Southern District of
                  New York to transfer the Debtor's chapter 11
                  case filed on June 19, 2006 (Bankr. S.D. N.Y.
                  Case No. 06-11372) to the Eastern District of
                  New York to prevent Mr. Shah from taking any
                  action with regard to the Debtor's case,
                  prohibit him from committing any further
                  inappropriate actions in violation of the
                  Bankruptcy Code, prevent him from secreting
                  his assets from the Trustee and the creditors of
                  his bankruptcy estate, and to jointly administer
                  the Debtor's chapter 11 case with Mr. Shah's
                  chapter 7 case (Bankr. E.D. N.Y. Case No. 05-
                  89213).

                  The Trustee relates that Mr. Shah failed to
                  disclose in his petition and schedules his
                  ownership interest and control of the instant
                  Debtor.  The Trustee also reveals that Mr.
                  Shah filed the Debtor's chapter 11 case
                  without the Trustee's knowledge or consent.

Chapter 11 Petition Date: June 19, 2006

Date Transferred: August 29, 2006

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: David Cohen, Esq.
                  David Cohen, P.C.
                  575 Madison Avenue, 10th Floor
                  New York, NY 10022
                  Tel: (212) 605-0404
                  Fax: (212) 208-2408

                       -- and --

                  Arlynne Lowell, Esq.
                  30 Waterside Plaza
                  New York, NY 10010
                  Tel: (212) 213-3173

Total Assets: $1,002,500

Total Debts:    $506,000

Debtor's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
208 East 58th Street LLC         Contract Dispute      $400,000
Finkelstein Newman LLC
225 Broadway
New York, NY 10007

Jagriti C. Parekh                Loans                 $100,000
10 Colony Court
Greenlawn, NY 11980

A. Grossman, CPA                 Accounting Services     $5,000
5 Chase Commons
Yaphank, NY 11980

New York State Tax               Franchise Taxes         $1,000
W.A. Harriman Campus
Albany, NY 12227


AMERICAN MEDIA: High Leverage Cues Moody's to Downgrade Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded all ratings of American
Media Operations, Inc.:

   * $60 million senior secured revolving credit facility, due
     2012 -- to B2 from B1

   * $450 million senior secured term loan, due 2013 -- to B2
     from B1

   * $150 million 8.875% senior subordinated notes, due 2011 -
     to Caa3 from Caa1

   * $400 million 10.25% senior subordinated notes, due 2009 --
     to Caa3 from Caa1

   * Corporate Family rating -- to Caa1 from B2

The rating outlook is negative.

This concludes the review which Moody's initiated on Feb. 17,
2006, following the company's announcement that it intended to
submit restated financial statements to the Securities and
Exchange Commission and that its most recent filings should no
longer be relied upon.

The ratings downgrade reflects Moody's heightened concern
regarding the company's continuing high leverage, worsening
financial performance, squeezed liquidity profile and continued
circulation pressure.  The absence of financial flexibility and
questionable debt coverage is reflective of a Caa1 Corporate
Family rating.

The negative outlook reflects uncertainty regarding management's
ability to improve profitability and alleviate liquidity pressure
by cutting costs, shuttering unprofitable titles, and selling five
publications.  The proposed asset sales will permit the company to
reduce debt; however, this will result in a reduction of future
cash flow.

On Aug. 15, 2006, American Media received a waiver from its
lenders and note holders providing for a third extension of the
delivery date of its fiscal 2006 financial statements until
October 31, 2006.

In addition, the company received a waiver to delay the delivery
of its first quarter 2007 and second quarter 2007 until December
31, 2006 and January 31, 2007 respectively.  There can be no
assurance that debt holders will consent to a further extension
waiver if the company is unable to meet the October 31 deadline.
Moody's further notes that an approximately $20 million coupon
payment is due under its subordinated notes on Nov. 2, 2006.

In February 2006, American Media agreed with its lenders to
continue treating rack costs as a capitalized expense for purposes
of its senior secured credit agreement.  However, Moody's
considers rack costs as an operating expense, akin to
a slotting fee, and calculates EBITDA accordingly.  Using this
treatment and standard global adjustments, Moody's estimates
American Media's debt exceeded EBITDA by 12x for the fiscal
year ending March 2006.

Headquartered in Boca Raton, Florida, American Media Operations is
a leading publisher of consumer magazines.  The company estimates
that its sales the fiscal year ending March 2006 totaled
$506 million.


AMERICAN TOWER: Moody's affirms Ba2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investor Service lowered American Tower Corporation's
Speculative Grade Liquidity Rating to SGL-3 from SGL-1 and
affirmed all long term ratings of AMT, American Tower Inc. and
Spectrasite Communications Inc., including AMT's Ba2 Corporate
Family Rating.  At the same time, Moody's changed the outlook
to developing from stable.

Downgrades:

Issuer: American Tower Corporation

   * Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-1

Outlook Actions:

Issuer: American Tower Corporation

   * Outlook, Changed To Developing From Stable

Issuer: American Tower, L.P.

   * Outlook, Changed To Developing From Stable

Issuer: American Towers, Inc.

   * Outlook, Changed To Developing From Stable

Issuer: Spectrasite Communications, Inc.

   * Outlook, Changed To Developing From Stable

The change to the company's outlook and liquidity rating reflect
the potential that AMT may not maintain covenant compliance with
its various bank agreements and bond indentures should financial
statements for the period ending June 30, 2006 not be filed within
specified time periods.

AMT has indicated that it may need to restate prior financial
statements and has delayed the filing of its June 30 2006 Form 10-
Q until it completes an internal review of previous stock option
grants.  Also, the Securities and Exchange Commission is
conducting an informal inquiry related to certain option grants.
The company anticipates that it will file its statements no later
than the middle of September 2006.  Failure to do so could result
in negative ratings action.

Based in Boston, American Tower Corporation is a wireless tower
operator.


ANDREW CORPORATION: Repurchases 2.4 Million Common Shares
---------------------------------------------------------
Andrew Corporation has repurchased 2.4 million shares of its
common stock at an average price of $9.10 per share, including
commissions and fees, during the last three weeks.

Total shares repurchased under the Company's share repurchase
program represent approximately 1.5% of the 159.7 million shares
outstanding at June 30, 2006.  Following the recent open market
transactions during its fiscal fourth quarter, the Company has
7.4 million shares remaining available for repurchase under its
share repurchase program.

"We believe the share repurchase program demonstrates our
confidence in the long-term growth and margin expansion
opportunities of the company," Ralph Faison, president and chief
executive officer, said.  "We believe the strength and value of
Andrew is not accurately reflected by the market and that share
repurchases are an effective use of capital to build long-term
shareholder value."

Headquartered in Westchester, Illinois, Andrew Corporation,
(NASDAQ:ANDW) -- http://www.andrew.com/-- an S&P 500 company,
designs, manufactures and delivers equipment and solutions for the
global communications infrastructure market.  The company serves
operators and original equipment manufacturers from facilities in
35 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2006,
Standard & Poors Ratings Services revised its CreditWatch
implications on Andrew Corp. to negative from developing.  The
'BB' corporate credit rating and other ratings on the company were
placed on CreditWatch developing on Aug. 7, 2006.


ASARCO LLC: Taps Weinstein Kitchenoff as Special Counsel
--------------------------------------------------------
ASARCO LLC seeks permission from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to employ Weinstein
Kitchenoff & Asher, LLC, as its special litigation counsel, nunc
pro tunc to Aug. 9, 2005.

In June 2003, ASARCO Inc., ASARCO LLC's predecessor, retained
Weinstein Kitchenoff & Asher, LLC, to represent it in the
investigation and prosecution of the company's claims relating to
antitrust violations affecting the market for copper cathode and
copper rod.

On behalf of Asarco Inc., Weinstein filed a complaint against
JPMorgan Chase & Co. and Morgan Guaranty Trust Company of New
York in the United States District Court for the Western District
of Wisconsin, alleging that:

   (a) the Defendants formed an unlawful conspiracy with other
       parties to raise, fix, stabilize and maintain copper
       prices at artificially high levels, in violation of the
       Sherman Act; and

   (b) the conspiracy inflated the price of copper, causing
       injury to first purchasers of copper cathode and copper
       rod.

Asarco Inc. sought to recover damages against the Defendants,
plus attorney fees, costs, disbursement and interest.

In March 2004, the District Court granted the Defendants' motion
for summary judgment against ASARCO, finding that ASARCO's claims
had been filed after the expiration of the applicable four-year
limitations period.

Subsequently, ASARCO appealed the judgment.  In February 2006,
the Seventh Circuit Court of Appeals reversed the District
Court's order with respect to ASARCO's claims.  The Court of
Appeals found that there were issues of fact pertinent to the
date by which the Plaintiffs should have discovered their claims
and the related questions of equitable estoppel and fraudulent
concealment, which should have prevented the entry of summary
judgment against ASARCO and its co-plaintiffs.

Since the entry of the Seventh Circuit Order, James R. Prince,
Esq., at Baker Botts L.L.P., in Dallas, Texas, tells the Court
that the Antitrust Litigation has regained momentum and the
parties are now gearing up for factual and expert discovery on
the various open issues, most importantly the damages
calculation.

It is impossible to estimate ASARCO's potential recovery from the
litigation now, Mr. Prince contends.  The actual number depends
on:

   -- the magnitude of ASARCO's copper cathode purchases during
      the relevant period, September 1993 to mid-1996; and

   -- the effect that the market manipulation had on the price of
      copper cathode.

Nonetheless, the recovery could potentially involve a substantial
amount of money, Mr. Prince says.

Since the resolution of the appeal, Mr. Prince notes that
Weinstein has been hard at work preparing the case for trial and
obtaining, through discovery of the parties to the litigation and
third-party discovery, the evidence necessary to prove damages at
trial.  It is estimated that the action will be tried in July
2007.

Thus, ASARCO find it imperative to retain Weinstein to continue
to represent it in the ongoing Copper Antitrust Litigation.

Weinstein will be compensated under a contingency-fee
arrangement:

                                       Recovery
                    --------------------------------------------
                     Before       After     During   By Judgment/
Timing of Recovery Discovery   Discovery   Trial    After Trial
------------------ ---------   ---------   ------   -----------
On Amounts up to
$5,000,000            30%        33.33%    33.33%      33.33%

On increments of
$5,000,000 to
$10,000,000           26%        31%       32%         33.33%

In addition to the contingency fee, Weinstein will be reimbursed
for its pro rata share of litigation expenses.  The reimbursement
of expenses is also contingent on the successful conclusion of
the litigation.

Weinstein intends to associate additional firms as counsel and
local counsel.  Weinstein and all other additional firms may
enter into a fee-sharing agreement among themselves.  The fee-
sharing agreement, however, will not result in any fee increase
or other cost or compensation to be paid by ASARCO, Mr. Prince
notes.

Robert S. Kitchenoff, Esq., member of Weinstein Kitchenoff &
Asher, LLP, assures the Court that his firm does not represent
any interest adverse to ASARCO and its estate.  Thus, Weinstein
is a "disinterested person" as defined in Section 101(14) of
Bankruptcy Code.

                         About ASARCO LLC

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: Wants Removal Period Deadline Stretched to Jan. 5
-------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi to further
extend the period within which they may remove civil actions
through and including Jan. 5, 2007.

The Debtors are parties in numerous lawsuits in various state and
federal courts.  Nathaniel Peter Holzer, Esq., at Jordan, Hyden,
Womble, Culbreth & Holzer, P.C., in Corpus Christi, Texas,
contends that the issues involved in many of those lawsuits are
complex and many require individual analysis of each case.

The Debtors believe they need more time to review the Lawsuits to
determine whether removal of the various cases is in the best
interest of their bankruptcy estates.

Mr. Holzer asserts that the Debtors' need for additional time is
sufficient cause to extend the action removal deadline.  An
extension of the deadline would aid the efficient and economical
administration of the Debtors' estates, Mr. Holzer adds.

                         About ASARCO LLC

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


AXTEL S.A.: Moody's Lifts Rating on $162.5 Mil. Sr. Notes to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded Axtel, S.A. de C.V.'s corporate
family rating to Ba3 from B1 to reflect Axtel's improved credit
metrics as a result of strong revenues and EBITDA growth.  The
same change to Ba3 from B1 was made to the senior unsecured rating
for the Mexican corporate.  Moody's also changed the outlook to
positive from stable reflecting the expectation of improving
credit metrics as a consequence of revenues growth and disciplined
cost management.

The following issue was affected by Moody's upgrade:

   * $162.5 million of 11% Senior Unsecured Notes due 2013

Supporting Axtel's ratings upgrade is stronger than expected
revenues and EBITDA growth arising from favorable geographic
expansion strategy and efficient cost management in a challenging
operating environment that is characterized by falling tariffs as
a consequence of tough competition from the dominant telephone
carrier and the effects of wireless substitution.

Axtel's business plan execution, focused on using fixed wireless
access to capture corporate and high-end residential subscribers,
has been based on a careful although rapid network expansion in
new cities as well as in currently-served cities across Mexico.
Results have included solid growth of lines in service, which has
more then offset anticipated reductions in ARPU, and stable churn
at an acceptable level of about 1% per month.  The rating upgrade
also reflects Axtel's cost savings from better network management
and from efficiency improvements aroused from larger number of
lines in service.

Leverage and coverage credit metrics have improved since a portion
of excess cash has been used to reduce debt as evidenced by the
$87.5 million notes redemption last February of the original $250
million unsecured notes.  For the twelve months ended June 30,
2006, EBITDA reached approximately $215 million, which is above
the company's original 2006 guidance, helping Adjusted Debt to
EBITDA to reach 1.6x and Adjusted EBITDA to interest expenses to
get to 4.2x. Net debt position is even stronger although Moodys'
believes that the majority of current liquidity will most probably
be used for acquisitions instead
of debt reduction.

The change in outlook to positive reflects Moody's expectation
that Axtel will post double-digit growth rates in the next years
and thus reduce operating leverage from a larger subscriber base
despite a tougher competitive environment arising from the
entrance of cable TV companies in the telecom service business.
Subscriber base growth should occur from expansion of network into
4 to 6 new cities in 2007 as well as double-digit growth
in existing covered cities.  The Agency believes that the
combination of both larger subscriber base and continued
disciplined cost management should help future earnings and
free cash flow generation, with the consequent improvement of
Axtel's credit metrics.

Future capital expenditures, which now represent a drain in cash,
are adequately supported by the company's current capital
structure.  The change in the outlook took into consideration
Axtel's management's commitment to a total debt per EBITDA ratio
of no higher than 2.5 times even
in the case of business acquisitions.

Axtel's ratings are restrained, however, by its low market share,
non-integrated business model, low free cash flow generation as
well as the lack of a clear plan to offer video in a timely
fashion.

Upward rating pressures would arise if Axtel posts a minimum level
of free cash flow equivalent to about 6% FCF per total debt ratio
without jeopardizing growth or margins.  Should credit metrics be
impacted by an acquisition that overly increases leverage, should
subscriber base grow below Moody's expectations or should blended
average revenue per user drop more than the expected annual
decline of 10% with an impact on profit margins, it would place
downward pressure on the rating.

Axtel, with headquarters in the city of Monterrey, Mexico, is a
competitive local telephone company providing bundled products
including voice, data and Internet services.


BLUEGREEN CORP: Earns $6.6 Million in Quarter Ended June 30
-----------------------------------------------------------
Bluegreen Corporation earned $6.6 million of net income for the
second quarter ended June 30, 2006, as compared to net income of
$14.9 million in the same period last year.

Effective Jan. 1, 2006 Bluegreen was required to adopt the
American Institute of Certified Public Accountants' Statement of
Position 04-2, "Accounting for Real Estate Time-sharing
Transactions", which changes the rules for many aspects of
timeshare accounting, including revenue recognition, inventory
costing, and incidental operations.

The adoption of the new accounting regulations adversely impacted
results for the second quarter of 2006, primarily as a result of
deferring revenues until subsequent periods.

Total sales in the second quarter of 2006 were $141.9 million as
compared to $159.3 million in the second quarter of 2005.
Bluegreen Resorts sales were $91.4 million as compared to
$97 million, reflecting the impact of the SOP.  Bluegreen
Communities sales were $50.6 million as compared to $62.3 million
in the same period one year ago.  These lower sales at Bluegreen
Communities reflected the sell out or near sell out of several
communities prior to the end of the second quarter of 2006.

Excluding the impact of the adoption of the SOP, total sales in
the second quarter of 2006 were $163.9 million as compared to
$159.3 million in the second quarter of 2005.  On the same basis,
Resorts sales increased 16.8% to $113.4 from $97 million.

Excluding the impact of the adoption of the SOP, net income for
the second quarter of 2006 was $12.7 million, as compared to net
income of $14.9 million in the same period last year.

During the second quarter of 2006, the SOP impacted Bluegreen
Resorts' results of operations, and Bluegreen's consolidated
income statement:

     -- Reduced Resorts sales by $22 million, as a consequence of:

          * the net deferral of $12.3 million of sales based on
            certain purchase incentives provided to buyers and the
            accounting treatment for the Company's Sampler
            Program;

          * the netting of $12 million of the provision for loan
            losses directly against Resort sales.  In addition,
            the SOP does not allow the Company to take a credit in
            the provision for loan losses for the cost of
            timeshare inventory that Bluegreen expects to recoup
            in connection with loan defaults;

          * the classification of $337,000 of Resorts sales to
            Other Resort Revenue, based on certain purchase
            incentives provided to buyers;

          * the classification of $2.6 million of the total
            $2.7 million of gain on sales of notes receivable in
            Resort sales;

    -- Increased Resorts cost of sales as a percentage of Resorts
       sales to 24.0% from 21.1% on a pro forma basis.

    -- Contributed to higher selling, general, and administrative
       expenses as a percentage of sales.  While the SOP requires
       certain Resorts sales be deferred, it does not allow the
       deferral of certain marketing expenses associated with
       those sales.  Selling, general and administrative expenses
       as a percentage of sales increased to 61.7% under the SOP,
       but would have only been 54.8% before the adoption of the
       SOP.

As of June 30, 2006, $37 million and $20.8 million of Resorts
sales and profits, respectively, were deferred under the SOP.
These amounts are expected to be recognized in future periods.

                         Bluegreen Resorts

George F. Donovan, President and Chief Executive Officer of
Bluegreen, commented, "The adoption of the SOP has masked the
success of Bluegreen Resorts' business operations.  We believe
that this business and the markets in which it operates remain
strong with significant potential for growth.  In that regard, we
enjoyed continued same-'store' sales growth, led by our sales
offices at The Bluegreen Wilderness Club at Big Cedar (Ridgedale,
Mo.), The Fountains resort (Orlando, Fla.), The Falls Village
resort (Branson, Mo.) and Mountain Run at Boyne (Boyne Falls,
Mich.).  Our new sales office at Carolina Grande (Myrtle Beach,
S.C.) and our new offsite sales offices in the Atlanta and Chicago
markets also contributed to the increase in Bluegreen Resorts'
sales.  In addition, sales to Bluegreen's existing and growing
owner base increased by 45.9%, and comprised 32.2% of Resorts
sales for the three months ended June 30, 2006 as compared to
25.4% of Resorts sales during the comparable prior year period.

"We also continued to strengthen our portfolio of properties in
order to address the vacation and lifestyle choices of our owners.
We recently announced our intention to enter the mega-market of
Las Vegas with a new resort, preview center and retail complex.
Construction is set to commence in August on a seven-story resort
featuring approximately 240 two-bedroom timeshare units, expected
to be completed in the first quarter of 2008.  We have also
negotiated an option to purchase 4 acres of adjacent land, which
has been entitled for the development of an additional 240
timeshare units.  On July 1, 2006, we opened a preview center
sales office on the Las Vegas Strip, and are currently introducing
the Bluegreen Vacation Club to some of the city's estimated
38.5 million annual visitors.

"In fall 2006, we expect to commence construction on a new resort
property located in Williamsburg, Virginia, less than one block
from the historic district of Colonial Williamsburg.  Occupancy of
this new resort is expected in the fourth quarter of 2007.  We are
planning to open a sales office in Williamsburg in August 2006.
Our expansion in Tennessee, one of Bluegreen's most popular
vacation destinations, continued with the purchase of a 26,208-
square-foot building located at the foot of the Great Smoky
Mountains that will be renovated into a new preview center in the
third quarter of 2006."

Resorts cost of sales in the second quarter of 2006 rose to 24.0%
of sales from 20.5% in the same period last year.  This increase
was due primarily to the impact of the SOP and the sale of
timeshare interests in higher cost resorts as a result of rising
construction costs (partially offset by increased sales of
vacation ownership interests in The Fountains resort, which has a
relatively low associated product cost and a system-wide price
increase that went into effect Jan. 1, 2006).  Bluegreen continues
to believe that Resorts cost of sales will remain within the
23-25% range in 2006.

                       Bluegreen Communities

Bluegreen Communities sales in the second quarter of 2006 were
$50.6 million as compared to $62.3 million in the second quarter
of 2005.  The high level of sales achieved in the Bluegreen
Communities segment during 2004 and 2005 resulted in some of the
Company's properties substantially selling out earlier than
previously expected; six of Bluegreen's communities that
contributed to the high sales in the second quarter of 2005
substantially sold out during or prior to the second quarter of
2006.

Mr. Donovan commented, "We are pleased with the sales pace at
Bluegreen's two newest Texas communities -- The Settlement at
Patriot Ranch and Havenwood at Hunter's Crossing.  We also
realized increased sales during the second quarter of 2006 (as
compared to the second quarter of 2005) at several communities
open more than one year, including Mountain Springs Ranch (Canyon
Lake, Texas) and Chapel Ridge (Chapel Hill, N.C.).  These
incremental sales helped to partially offset sales decreases at
substantially sold-out communities.

"We are also on track to commence sales during the fourth quarter
of 2006 at The Bridges of Preston Crossings, a nearly 1,600-acre
Bluegreen Golf Community located outside of Dallas, and at Vintage
Oaks at the Vineyards, a 3,300- acre parcel outside San Antonio.
Sales recently commenced at Saddle Creek Ranch, a 130-acre tract
of land in Waller, Texas, near Houston, which we acquired earlier
this year.  Saddle Creek Ranch is within six miles of Bluegreen's
very successful Saddle Creek Forest community. During the second
quarter, we acquired a 953-acre parcel in Grimes County, Texas,
which is in close proximity to College Station.  We believe that
we will begin selling one-plus acre home sites at this new
Bluegreen Community in the fourth quarter of 2006."

Bluegreen Communities cost of sales in the second quarter of 2006
of 53.6% represents a return to historical levels.  The increase
from 50.1% in the same period one year ago was due primarily to
the substantial sell out of two higher-margin Bluegreen Golf
communities prior to the second quarter of 2006.

Bluegreen entered into a vacation ownership receivables purchase
facility with Branch Banking and Trust Company on June 1, 2006
that allows for transfers of notes receivable pursuant to the
terms of the facility and subject to certain conditions precedent
for a cumulative purchase price of up to $137.5 million, on a
revolving basis through May 2008.  In June 2006, the Company
transferred ownership of $35 million of receivables pursuant to
this facility and generated $29.7 million in cash proceeds at an
85% advance rate.  Transfers of receivables under this facility
are being accounted for as financing transactions for financial
accounting purposes, therefore the receivables and associated
obligations under the facility appear as assets and liabilities,
respectively, on the Company's balance sheet.

Bluegreen's balance sheet at June 30, 2006 reflected unrestricted
cash of $43.8 million, a book value of $10.47 per share, and a
debt-to-equity ratio of 1.03:1.  However, excluding the impact of
accounting for the BB&T receivables purchase facility on balance
sheet, the debt-to-equity ratio would have been 0.93:1.

                       About Bluegreen Corp.

Headquartered in Boca Raton, Florida, Bluegreen Corporation
(NYSE:BXG) -- http://www.bluegreencorp.com/-- provides Colorful
Places to Live and Play(R) through two principal operating
divisions.  With over 150,000 owners, Bluegreen Resorts markets a
flexible, real estate-based vacation ownership plan that provides
access to over 40 resorts, an exchange network of over 3,700
resorts and other vacation experiences such as cruises and hotel
stays.  Bluegreen Communities has sold over 51,000 planned
residential and golf community home sites in 32 states since 1985.

                          *     *     *

Bluegreen Corp.'s 10-1/2% Senior Secured Notes due 2008 carry
Moody's Investors Service's B3 rating and Standard & Poor's
single-B rating.


CALLA PROPERTIES: Needs More Time to File Schedules and Statements
------------------------------------------------------------------
Calla Properties, Inc., asks the U.S. Bankruptcy Court for the
Northern District of California, to extend, until Sept. 11, 2006,
the period within which it can file its Schedules of Assets and
Liabilities and Statement of Financial Affairs.

The Debtor says that the request was prompted because the
emergency petition had to be filed on the eve of a foreclosure
on its property.  Consequently, the Debtor was unable to provide
all information necessary to accurately complete its schedules and
statements.

Headquartered in San Jose, California, Calla Properties, Inc.,
filed its Chapter 11 petition on Aug. 11, 2006 (Bankr. N.D. Calif.
Case No. 06-51527).  Basil J. Boutris, Esq., at Vaught & Boutris,
L.L.P., represent the Debtors in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million to $50 million.


CALPINE CORP: Asks Court to Set Oct. 31 Bar Date for CGC Claims
---------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to fix Oct. 31, 2006,
as the last day within which claims against Calpine Geysers
Company, L.P., must be filed.  The Debtors also ask the Court to
approve the claims filing procedures and the form and manner of
the Bar Date notice.

David R. Seligman, Esq., at Kirkland & Ellis LLP, in New York,
relates that Debtor Calpine Geysers Company, L.P., did not file
its schedule of assets and liabilities by the date on which
notice of the General Bar Date was sent to the Debtors'
creditors.

Thus, to avoid confusion with the Aug. 1, 2006, General Claims
Bar Date, the Debtors determine that fixing Oct. 31, 2006, as
the last day within which entities must file their proofs of
claim against CGC, will enable the Debtors to receive, process
and begin their analysis of creditors' claims in a timely and
efficient manner.  The date will also give the creditors ample
opportunity to prepare and file proofs of claim against CGC, Mr.
Seligman notes.

The Debtors propose that persons or entities that need not file
proofs of claim against CGC are:

   (a) any entity that has already filed a proof of claim against
       CGC;

   (b) any entity:

          -- whose claim is not described as "disputed,"
             "contingent" or "unliquidated" in CGC's Schedules;

          -- who does not dispute the amount or classification of
             its claim; and

          -- who does not dispute that the claim is CGC's
             obligation;

   (c) any entity whose claim against CGC has been allowed by the
       Court;

   (d) any entity whose claim against CGC has been paid in full
       by any of the Debtors;

   (e) any entity whose claim against CGC for which specific
       deadlines have previously been fixed by the Court;

   (f) any Debtor having a claim against CGC or any of the
       non-debtor subsidiary of Calpine Corporation having a
       claim against CGC, provided that any foreign entity that
       is no longer related to the company is required to file a
       proof of claim by the Bar Date, including:

          * 1066917 Ontario Inc.,
          * 3094479 Nova Scotia Company,
          * Basento Energia S.r.l.,
          * Calgary Energy Centre ULC,
          * Calpine (Jersey) Holdings Limited,
          * Calpine (Jersey) Limited,
          * Calpine Canada Energy Finance ULC,
          * Calpine Canada Energy Finance II ULC,
          * Calpine Canada Energy Ltd.,
          * Calpine Canada Natural Gas Partnership,
          * Calpine Canada Power Ltd.,
          * Calpine Canada Power Services, Ltd.,
          * Calpine Canada Resources Company,
          * Calpine Canada Whitby Holdings Company,
          * Calpine Canadian Saltend L.P.,
          * Calpine Energy Finance Luxembourg S.a.r.l.,
          * Calpine Energy Services Canada Ltd.,
          * Calpine Energy Services Canada Partnership,
          * Calpine European Finance LLC,
          * Calpine European Funding (Jersey) Holdings Limited,
          * Calpine European Funding (Jersey) Limited,
          * Calpine Finance (Jersey) Limited,
          * Calpine Global Investments, S.L.,
          * Calpine Greenfield Limited Partnership,
          * Calpine Greenfield Ltd.,
          * Calpine International Holdings, Inc.,
          * Calpine International Indonesia B.V.,
          * Calpine International Investment B.V.,
          * Calpine Island Cogeneration Limited Partnership,
          * Calpine Island Cogeneration Project, Inc.,
          * Calpine Natural Gas Services Limited,
          * Calpine Power, L.P.,
          * Calpine UK Holdings Limited,
          * CM Greenfield Power Corp.,
          * Compania de Generacion Valladolid S. de R.L. de C.V.,
          * Fergas S.r.L.,
          * Greenfield Energy Centre, LP,
          * Polsky SCQ Services, Inc.,
          * Thomassen Services Gulf LLC,
          * Thomassen Turbine Systems B.V.,
          * Valladolid International Investments, and
          * Whitby Cogeneration Limited Partnership;

   (g) any entity whose claim is limited exclusively to the
       repayment of principal, interest, and other applicable
       fees and charges under any bond issued by CGC pursuant to
       an indenture, provided that:

          -- the exclusion will not apply to the indenture
             trustee under the applicable Debt Instruments;

          -- the Indenture Trustee will be required to file one
             Proof of Claim with respect to all of the Debt
             Claims under each of the Debt Instruments; and

          -- any holder of a Debt Claim wishing to assert a
             claim, other than a Debt Claim, relating to a Debt
             Instrument will be required to file a Proof of
             Claim; and

   (h) any entity whose claim is allowable under Sections 503(b)
       and 507(a) of the Bankruptcy Code as an expense of
       administration.

The Debtors propose to serve on all known entities holding
potential prepetition claims against CGC with a notice of the CGC
Bar Date and a proof of claim form substantially in the form of
Official Form No. 10.

Each proof of claim must:

   -- be written in English;

   -- include a claim amount denominated in U.S. dollars;

   -- conform substantially with the proof of claim provided or
      Official Form No. 10;

   -- indicate CGC as the Debtor against which the creditor is
      asserting a claim;

   -- include supporting documentation or an explanation as to
      why the documentation is not available; and

   -- be signed by the claimant or an authorized agent of the
      claimant.

Proofs of claim must be submitted in person or by courier service
or mailed to:

         Calpine Corporation Claims Docketing Center
         United State Bankruptcy Court - SDNY
         One Bowling Green, Room 534
         New York, New York 10004-1408

Proofs of claim submitted by facsimile, telecopy, PDF, or
electronic mail transmission will not be accepted.

Any holder of a claim against CGC who fails to file a proof of
claim in accordance with the CGC Bar Date Order on or before the
CGC Bar Date will be forever barred, estopped and enjoined from
asserting the claim against CGC.

The Debtors propose to mail a notice of the CGC Bar Date Order on
or before Sept. 20, 2006, to the parties-in-interest.

The Debtors also seek authority to publish the CGC Bar Date
Notice in USA Today (National Edition), The New York Times
(National Edition), The Wall Street Journal (Worldwide Edition),
The Financial Times, The San Jose Mercury News and the Houston
Chronicle on or before Oct. 1, 2006.

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The Company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CIRTRAN CORP: Secures $1.5 Million Financing With Cornell Capital
-----------------------------------------------------------------
CirTran Corporation has received $1.5 million in financing through
a securities purchase agreement with Cornell Capital Partners.

"As CirTran moves forward with our strategic business plan into
the fourth quarter and fiscal 2007, we will use these funds for
general corporate and working capital," Iehab J. Hawatmeh, founder
and president of CirTran, said.

"This will include our off-shore manufacturing business, which
focuses on the direct sold-on-TV marketplace, for our new
marketing divisions, which concentrate on that market, and in our
core contract technology-based manufacturing business in Salt
Lake."

The funding agreement was based on a 5% secured debenture, due
April 23, 2009, Mr. Hawatmeh said.  As part of the transaction, he
said CirTran paid a commitment fee of $120,000 and a structuring
fee of $15,000, with net proceeds to the company of $1,365,000.

Mr. Hawatmeh said that the agreement calls for Cornell, at its
option, to convert all or part of the principal amount owed under
the Debenture into shares of CirTran common stock at a conversion
price equal to the lowest closing bid price for the 20 trading
days immediately preceding the conversion date, except as
otherwise set forth in the debenture.  Cornell, he said, may
also convert up to $500,000 worth of the principal amount, plus
accrued interest of the Debenture, in any consecutive 30-day
period when the price of CirTran stock is $0.03 per share or
less at the time of conversion.

"CirTran is appreciative of the continued support of the private
investment community," said Mr. Hawatmeh.  "Cornell has shown
faith in CirTran and our strategic plan over years, as evidenced
by this debenture which comes due in 2009. Most recently, ANAHOP,
another private investor, has made multiple stock purchases and
entered into a forward-looking program based on warrants and the
future.  Our primary goal," he said, "is to continue to work to
reward our shareholders and private investors alike."

                        About CirTran Corp.

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

                        Going Concern Doubt

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


CITIGROUP MORTGAGE: Fitch Puts Low-B Ratings on Two Cert. Classes
-----------------------------------------------------------------
Citigroup Mortgage Loan Trust Inc., mortgage pass-through
certificates, series 2006-AR6, group 1, were rated by Fitch:

  -- $744.1 million classes 1R, 1-A1 and 1-A2 (senior notes) 'AAA'
  -- $18.3 million class 1-B1 'AA'
  -- $5.8 million class 1-B2 'A'
  -- $3.9 million class 1-B3 'BBB'
  -- $2.3 million non-offered class 1-B4 'BB'
  -- $2.3 million non-offered class 1-B5 'B'

The $1.9 million non-offered class 1-B6 is not rated by Fitch.

The 'AAA' ratings on the group 1 senior notes reflect the 4.45%
subordination provided by the:

   * 2.35% class 1-B1;
   * 0.75% class 1-B2;
   * 0.50% class 1-B3;
   * 0.30% non-offered class 1-B4;
   * 0.30% non-offered class 1-B5; and
   * 0.25% non-offered class 1-B6.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect:

   * the high quality of the underlying collateral;

   * the integrity of the legal and financial structures;

   * primary servicing capabilities of Fifth Third Bank, a
     national banking association, and Wells Fargo Bank, N.A.
     (rated 'RPS1' by Fitch); and

   * the master servicing capabilities of CitiMortgage, Inc.
     (rated 'RMS1' by Fitch).

The transaction is secured by two groups of mortgage loans,
which consist of approximately 4,038 conventional, one- to four-
family, adjustable-rate mortgage loans secured by first liens on
residential real properties.  The mortgage loans have and
aggregate principal balance of approximately $1,471,868,176, as
of Aug. 1, 2006.  The two groups of mortgage loans are not cross-
collateralized.  Fitch is rating only group 1.

The group 1 mortgage loans have a final aggregate principal
balance of approximately $778,794,845, as of the cut-off date
(Aug. 1, 2006), an average balance of $644,164, a weighted average
remaining term to maturity of 357 months, a weighted average
original loan-to-value ratio of 75.09% and a weighted average
coupon of 6.352%.

The weighted average FICO credit score of the loans is 738.  Owner
occupied properties and second homes comprise 92.69% and 6.77% of
the loans, respectively.  The states that represent the largest
geographic concentration are:

   * California (48.11%),
   * New York (8.28%), and
   * New Jersey (5.76%).

All other states represent less than 5% of the outstanding balance
of the pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

U.S. Bank National Association will serve as trustee.


COMPASS MINERALS: Balance Sheet Upside-Down by $63 Mil. at June 30
------------------------------------------------------------------
Compass Minerals International, Inc.'s balance sheet at June 30,
2006, showed total assets of $664 million and total liabilities of
$726.6 million, resulting in a $63 million stockholders' deficit.

The company recorded a second-quarter loss of $2.1 million for the
three months ended June 30, 2006, compared to a loss of $200,000
from continuing operations in the second quarter of 2005.  The
year-ago results included a one-time, non-cash benefit from the
release of a tax reserve.  Excluding that special item, the
company's net loss in the 2005 quarter was $5 million.  Compass
Minerals typically records losses in the second quarter when the
company is building rock salt inventories for the upcoming winter
season.

Gross sales of the general trade product line increased 16% over
the prior-year quarter.  Price improvements also helped drive an
11% increase in gross sales and a 7% increase in product sales
over the 2005 quarter.  Product sales exclude shipping and
handling costs.

"Compass Minerals is a remarkably agile company, which was
demonstrated again this quarter.  The company posted good results
thanks to the benefits of our improved financial and tax
structures, which helped offset the pressure on operating
earnings," said Angelo Brisimitzakis, Compass Minerals' president
and CEO.

"I believe that we are well-positioned for the second half of the
year with price improvements to help restore our margins and
greater production at our Goderich mine, which we expect to offset
much of the negative effects of the eight-week strike we
experienced there this spring."

Rock salt production was temporarily reduced at the company's mine
in Goderich, Ontario, during the strike that ended on June 8,
2006.  This production interruption contributed to a 13% reduction
in highway deicing product sales volumes compared to the prior-
year quarter.  The production interruption also caused a shift to
a higher-priced product mix that, along with increases to recover
higher transportation costs, contributed to a 27% year-over-year
price improvement.

Heavy rains in California reduced the application of sulfate of
potash during the quarter, which contributed to lower specialty-
fertilizer sales volumes compared to the 2005 quarter.  Price
improvements counterbalanced the volume shortfall and helped
generate a modest year-over-year gain in specialty-fertilizer
revenues.  The company continues to expect full-year sales volumes
to be similar to those of 2004 and 2005.

Shipping and handling costs were 29% of sales in the 2006 quarter
compared to 26% in the 2005 quarter.  Barge shipping rates have
risen substantially year over year, which affects approximately
one-fourth of the company's North American rock salt shipments.
Virtually all other transportation costs have also risen since the
second quarter of 2005.

Second-quarter gross profit of $20 million was $1.1 million lower
than the prior-year quarter, reflecting a reduction of
approximately $3 million to $4 million due to the effects of
reduced production and incremental costs caused by the strike at
the company's mine in Goderich, Ontario.

The company expects a portion of these negative effects to be
recovered through higher production levels during the last six
months of the fiscal year. Compass Minerals also incurred higher
natural gas costs and increases in the cost of other inputs in the
current-year quarter.

The company received final proceeds of $1 million from a business
interruption insurance claim for missed deicing salt sales in
early 2005, which were recorded as a reduction of the product
cost.

The $2.2 million reduction of interest expense was the result of
refinancing Compass Minerals' senior subordinated notes in
December 2005, partially offset by higher accreted interest on the
company's discount notes and interest allocated to discontinued
operations in the 2005 quarter.  Non-cash interest on the discount
notes accounted for $7.2 million of the $13.1 million interest
expense in the current quarter. Debt totaled $577.6 million at
June 30, 2006, and debt net of cash was $519.5 million.

Year-to-date, net earnings from continuing operations improved 19%
to $26.5 million, from $22.3 million for the six months ended
June 2005.  The six months ended June 2005 included a tax reserve
as well as a $5.4 million charge to tax expense related to the
repatriation of funds from the United Kingdom.  Excluding those
special items, Compass Minerals' net earnings from continuing
operations in the 2005 period were $22.9 million.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?10f7

                       About Compass Minerals

Based in the Kansas City metropolitan area, Compass Minerals
International, Inc. -- http://www.compassminerals.com/-- is the
second-leading salt producer in North America and the largest in
the United Kingdom.  The company operates ten production and
packaging facilities, including the largest rock salt mine in the
world in Goderich, Ontario.  The company's product lines include
salt for highway deicing, consumer deicing, water conditioning,
consumer and industrial food preparation, agriculture and
industrial applications.  In addition, Compass Minerals is North
America's leading producer of sulfate of potash, which is used in
the production of specialty fertilizers for high-value crops and
turf, and magnesium chloride, which is a premium deicing and dust
control agent.


COPELANDS' ENT: Wants Pachulski Stang as Bankruptcy Counsel
-----------------------------------------------------------
Copelands' Enterprises, Inc., asks the Honorable Mary F. Walrath
of the U.S. Bankruptcy Court for the District of Delaware for
authority to employ Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP as its bankruptcy counsel, nunc pro tunc to
Aug. 14, 2006.

Pachulski Stang will:

   a. provide legal advice with respect to the Debtor's powers
      and duties as a debtor-in-possession in the continued
      operation of its business and management of its property;

   b. prepare, on behalf of the Debtor, necessary applications,
      motions, answers, orders, reports, and other legal papers;

   c. appear in Court on behalf of the Debtor and in order to
      protect the interests of the Debtor before the Court;

   d. prepare and pursue confirmation of a plan and approval of a
      disclosure statement; and

   e. perform all other legal services for the Debtor that may be
      necessary and proper in the Debtor's case.

Laura Davis Jones, Esq., the Delaware managing partner at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP, disclosed
the current hourly rates of professionals expected to represent
the Debtor:

   Professional               Designation        Hourly Rate
   ------------               -----------        -----------
   Laura Davis Jones, Esq.    Managing Partner       $675
   Marc A. Beilinson, Esq.    Partner                $625
   Ira D. Kharasch, Esq.      Partner                $625
   Harry D. Hochman, Esq.     Associate              $450
   James E. O'Neill, Esq.     Associate              $445
   Jonathan J. Kim, Esq.      Associate              $395
   Sandra G.M. Selzer, Esq.   Associate              $295
   Marlene S. Chappe          Paralegal              $150

Ms. Jones assures the Court that the Firm does not hold nor
represent any interest adverse to the Debtor and is disinterested
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

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 LLP, 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.


COPELANDS' ENT: Court Okays JPMorgan as Claims & Noticing Agent
---------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Copelands' Enterprises, Inc., to
employ Trust Company, National Association, as its noticing,
claims, and balloting agent, nunc pro tunc to Aug. 14, 2006.

JPMorgan will:

   a. prepare and serve required notices in the Debtor's
      chapter 11 case, which may include:

      1. notice of the commencement of the Debtor's bankruptcy
         case and the initial meeting of creditors pursuant to
         Section 341(a) of the Bankruptcy Code:

      2. notice of the claims bar date, if any;

      3. notice of objections to claims;

      4. notice of any hearings on a disclosure statement and
         confirmation of a plan of reorganization; and

      5. other miscellaneous notices to any entities, as the
         Debtor may deem necessary or appropriate for an orderly
         administration of the Debtor's chapter 11 case;

   b. prepare for filing with the Bankruptcy Court, after the
      mailing of a particular notice, a certificate or affidavit
      of service that includes a copy of the notice involved, an
      alphabetical list of persons to whom the notice was mailed,
      and the date and manner of mailing;

   c. assist the Debtor to prepare Schedules of Assets and
      Liabilities and Statements of Financial Affairs;

   d. receive and record proofs of claim and proofs of interest
      filed;

   e. create and maintain official claims registers, including:

      1. the name and address of the claimant and any agent, if
         the proof of claim or proof of interest was filed by an
         agent, and the entity against which such claim was filed;

      2. the date received;

      3. the claim number assigned;

      4. the asserted amount and classification of the claim;

      5. implement necessary security measures to ensure the
         completeness and integrity of the claims registers; and

      6. transmit to the Clerk's Office a copy of the claims
         registers upon request and at agreed upon intervals;

   f. act as balloting agent which will include these services:

      1. print ballots, including the printing of color-coded,
         creditor- and shareholder-specific ballots;

      2. prepare voting reports by plan class, creditor or
         shareholder and amount for review and approval by the
         Debtor and its counsel;

      3. coordinate mailing of ballots, disclosure statement, plan
         of reorganization, or other appropriate materials to all
         voting and non-voting parties and provide affidavit of
         service;

      4. establish a toll-free "800" number to receive questions
         regarding voting on the plan; and

      5. receive and tabulate ballots, inspect ballots for
         conformity to voting procedures, date stamp and number
         ballots consecutively, provide computerized balloting
         database services, and certify the tabulation results;

   g. maintain an up-to-date mailing list for all entities that
      have filed a proof of claim or proof of interest, which list
      will be made available upon request of a party-in-interest
      or the Clerk's Office;

   h. provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

   i. record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of such transfers;

   j. comply with applicable federal, state, municipal, and local
      statutes, ordinances, rules, regulations, orders, and other
      requirements;

   k. assist the Debtor and provide temporary employees to
      process, reconcile, and resolve claims, as necessary;

   l. promptly comply with such further conditions and
      requirements as the Clerk's Office or the Court may at any
      time prescribe; and

   m. perform any other administrative and support services
      related to noticing, claims, docketing, solicitation, and
      distribution as the Debtor may reasonably request and which
      JPMorgan may agree to perform, including but not limited to,
      providing administrative support services with respect to
      the Debtor's information assembly and
      dissemination/distribution functions.

Jeffrey A. Ayres, a vice president at JPMorgan, disclosed the
Firm's hourly rates:

   Designation                             Hourly Rate
   -----------                             -----------
   Vice President/Principal                    $225
   Senior Consultants/Senior Programmers       $175
   Consultants/Programmers                     $135
   Senior Analyst                              $125
   Call Center Management                       $91
   Administration/Clerks                        $56
   Call Center Attendants                       $45

Mr. Ayres assured the Court that the Firm does not represent nor
hold any interest adverse to the Debtor.

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 LLP, 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.


COUNTRY CLUB: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Country Club Lofts, LLC
        2755 South Holly Street
        Denver, CO 80222

Bankruptcy Case No.: 06-16059

Chapter 11 Petition Date: September 1, 2006

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Lee M. Kutner, Esq.
                  Kutner Miller, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Fax: (303) 832-1510

Total Assets: $3,100,000

Total Debts:  $1,066,008

Debtor's Two Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
T-Rex Architects                        $119,800
146 Madison Street, Suite 200
Denver, CO 80206

Peterson, Diamond & Reagor, LLP           $2,306
c/o Mike Reagor
8400 East Prentice Avenue, Suite 1040
Greenwood Village, CO 80111


CREDIT SUISSE: Fitch Rates $5.25 Mil. Class B-2 Certificate at BB+
------------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp. Home Equity
Mortgage Trust 2006-4 was rated by Fitch:

  -- $393,480,000 class A-1, A-2, and A-3 certificates (senior
     certificates) 'AAA'

  -- $23,620,000 class M-1 certificate 'AA+'

  -- $24,940,000 class M-2 certificate 'AA'

  -- $9,190,000 class M-3 certificate 'AA-'

  -- $10,760,000 class M-4 certificate 'A+'

  -- $18,380,000 class M-5 and M-6 certificates 'A'

  -- $10,500,000 class M-7 certificate 'A-'

  -- $6,560,000 class M-8 certificate 'BBB+'

  -- $10,240,000 class M-9 certificate 'BBB'

  -- $7,610,000 class B-1 certificate 'BBB-'

  -- $5,250,000 class B-2 certificate 'BB+'

The 'AAA' rating on the senior certificates reflects the total
credit enhancement 29.60% provided by the:

  * 4.50% class M-1 certificate;
  * 4.75% class M-2;
  * 1.75% class M-3;
  * 2.05% class M-4;
  * 2.00% class M-5;
  * 1.50% class M-6;
  * 2.00% class M-7;
  * 1.25% class M-8;
  * 1.95% class M-9;
  * 1.45% class B-1;
  * 1.00% class B-2;
  * the 0.90% initial over-collateralization; and
  * the 5.40% target OC.

Subordination provided by the mezzanine and subordinate
certificates to the senior certificates.  Subordination provided
to the mezzanine certificates by the mezzanine certificates lower
in priority and subordinate certificates and subordination
provided to the subordinate certificates by the subordinate
certificates lower in priority.  Excess interest used to create
and maintain over-collateralization.  Initial OC is set at
$4,720,000.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure,
as well as the primary servicing capabilities of Select Portfolio
Services (91.67%) and Ocwen Loan Servicing, LLC (8.33%).

The mortgage pool consists of second lien, fixed-rate, sub-prime
mortgage loans with a cut-off date aggregate principal outstanding
balance of $471,361,160.  As of the cut-off date (August 1, 2006),
the weighted average loan rate is approximately 10.950%, and the
weighted average original term to maturity is 199 months.  The
average cut-off date principal balance of the mortgage loans is
approximately $53,285.

The weighted average combined original loan-to-value ratio is
94.32%, and the weighted average Fair, Isaac & Co. score is 684.
The properties are located in:

   * California (27.83%),
   * Florida (11.52%),
   * New York (7.94%),
   * New Jersey (5.58%),
   * Nevada (5.15%), and
   * otherwise distributed over many other states.

On the closing date, the depositor will deposit approximately
$53,889,040 into a pre-funding account(10.26%).  The amount in
this account will be used to purchase subsequent mortgage loans
after the closing date and on or prior to November 24, 2006.

All of the mortgage loans were purchased by an affiliate of the
depositor from various sellers in secondary market transactions.
For federal income tax purposes, an election will be made to treat
the trust as multiple real estate mortgage investment conduits.


DELPHI CORP: Rule 1113/1114 Hearing to Resume on September 18
-------------------------------------------------------------
Delphi Corp. disclosed that the U.S. Bankruptcy Court of the
Southern District of New York has granted a recess of the
1113/1114 hearing until Sept. 18, 2006, at 10 a.m. ET.

The action follows a chambers conference conducted by the Court on
August 18 and meetings between Delphi, its major unions, General
Motors and statutory committees.   The adjournment is intended to
allow the parties to continue to make progress in their
discussions.

The statutory deadline for the Bankruptcy Court's ruling on
Delphi's Section 1113/1114 Motion will be extended to October 20,
2006, according to information posted on Delphi's reorganization
Web site -- http://www.delphidocket.com/

The parties intend to file an amended scheduling order on the
Debtors' 1113/1114 Motion.

Delphi is seeking to reject its collective bargaining agreements
with unions and to modify obligations to provide insurance
benefits for its hourly retirees.  To restructure its U.S.
operations, Delphi is planning to cut 4/5 of its 33,100 U.S.
hourly workers, close 21 of its 29 U.S. union plants and slash
wages and benefits for workers who stay.

The Section 1113-1114 proceedings began May 9, 2006, with opening
statements by Delphi, the UAW, other objecting unions -- IUE-CWA,
USW, IAM, IBEW and IUOE -- the Official Committee of Unsecured
Creditors and others.

                   Debtors Respond to IBEW & IAM

The International Brotherhood of Electrical Workers, Local 663,
and International Association of Machinists and Aerospace Workers
District 10 sought to dismiss the Debtors' Section 1113 and 1114
request, noting that the Debtors have not complied with the
procedural requirements of Section 1113 and 1114.

The Debtors contend that they have made several specific and
definite proposals to the IAM and IBEW.  John Wm. Butler, Jr.,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago,
Illinois, points out that the Debtors' proposals consisted of
comprehensive term sheets outlining specific modifications to
each of the IAM and IBEW collective bargaining agreements,
including modified wage rates and benefits.

In fact, Mr. Butler notes, in response to these proposals the IAM
and IBEW made joint counter-proposals to the Debtors and have
since exchanged additional proposals and engaged in negotiations
with the Debtors.

Mr. Butler argues that the IAM and IBEW make the unfounded
assertion that the Debtors' proposals are not based on the most
complete and reliable information.  In assessing competitive wage
and benefit rates, Mr. Butler explains, the Debtors compared
economy-wide groups of similarly skilled workers as well as wages
and benefits of Delphi's direct competitors instead of conducting
a local comparability study.

"Given that the Debtors have shown that they have produced
relevant information necessary to evaluate their proposals, the
burden shifts to the IAM and IBEW to show that the information
provided was not relevant information necessary to their
evaluation of the Debtors' proposals," Mr. Butler tells the
Court.

Accordingly, Mr. Butler asserts that the Debtors have more than
satisfied their prima facie burden of showing that they complied
with the procedural requirements of Sections 1113 and 1114.

                       IBEW & IAM Talk Back

Marianne Goldstein Robbins, Esq., at Gratz, Miller & Brueggeman,
s.c., in Milwaukee, Wisconsin, argues that the Debtors' response
ignores the procedural requirement that they meet with Unions and
negotiate concessions prior to commencing proceedings under
Sections 1113 and 1114.

Ms. Robbins points out that no bargaining sessions occurred with
IAM and IBEW until April 20, 2006, after the Debtors had filed
their Section 1113 and 1114.

Furthermore, Ms. Robbins assert that the Debtors ignore the live
testimony at trial and the language of their own proposals which
demonstrate that they:

   -- have not met the remaining procedural requirements of
      making a proposal;

   -- failed to provide relevant information to IAM and IBEW
      within the required time frame; and

   -- failed to bargain in good faith with the IAM and IBEW.

Based in Troy, Mich., Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELTA AIR: Gets Court Nod on Fee Committee & Procedures Protocol
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Fee Committee and Fee Procedures Protocol requested
by Delta Air Lines, Inc., and its debtor-affiliates and the
Official Committee of Unsecured Creditors.

As reported in the Troubled Company Reporter on Aug. 7, 2006, the
Protocol reflects the agreement among the Debtors, the Creditors
Committee, and the U.S. Trustee as to the formation of the Fee
Committee and the rules governing its operation.

The Fee Committee will be primarily mandated to review interim
and final fee applications submitted by professionals retained in
the Debtors' Chapter 11 cases for reasonableness of fees and out-
of-pocket expenses and compliance with the applicable provisions
of the Bankruptcy Code and the applicable guidelines of the U.S.
Trustee.

The Fee Committee will consist of up to three representatives of
each of the Debtors, the Creditors Committee, and the U.S.
Trustee.  The members will receive no compensation for their
service on the Fee Committee or time expended on Fee Committee
matters, but are entitled to seek reimbursement for reasonable,
documented out-of-pocket costs and expenses from the estates.

The Protocol also addresses various administrative issues
associated with the administration of the Fee Committee, including
procedures for subsequent retentions and retentions by the Fee
Committee of a professional fee analyst to assist the Fee
Committee in the effective discharge of its duties,

The U.S. Trustee has indicated that it has no objection to the
Protocol or the formation of the Fee Committee.

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: Comair Wants to Sign Term Sheets for N427CA & N403CA
---------------------------------------------------------------
Comair, Inc., seeks authority from the U.S. Bankruptcy Court for
the Southern District of New York to enter into Restructuring Term
Sheets with WestLB AG, New York Branch, and Wells Fargo Bank
Northwest, National Association, as trustee, for the rejection of
the existing leases and entry of new leases for aircraft bearing
Tail Nos. N427CA and N430CA, and their related engines, equipment
and documents.

Pursuant to the Term Sheets, the Aircraft Parties permit Comair
to continue to operate the Aircraft on revised terms, resulting
in significant savings to Comair, relates Richard F. Hahn, Esq.,
at Debevoise & Plimpton LLP, in New York.

Prior to the effective date of Comair's plan of reorganization,
Comair will retain the right to reject the existing leases for
the Aircraft at any time in the event that circumstances make it
prudent for Comair to do so.

The parties have previously stipulated to an extension of the 60-
day period specified in Section 1110(b) of the Bankruptcy Code,
which extension automatically extends if neither Comair nor the
Aircraft Parties provide notice of termination, to permit the
parties to negotiate and finalize the Term Sheets.

                           Payment Terms

A. Interim Payments

The Term Sheets provide that for each Aircraft, Comair will make
monthly payments to the Aircraft Parties in agreed amounts until
the earlier of:

   (i) the Lease Commencement Date -- the date on which all of
       the conditions precedent are satisfied or waived by the
       parties; and

  (ii) the date on which the Existing Lease is, or is deemed to
       be, rejected pursuant to the Bankruptcy Code,

In addition, commencing on the 20th day of the month after the
execution by all the relevant parties of, and the Court approval
of, the Term Sheets, Comair will pay for each Aircraft, in a
designated number of monthly installments, an amount which in the
aggregate is equal to the difference between:

   (1) the Agreed Monthly Payments that would have accrued from
       the Interim Payments Accrual Date to the Term Sheet
       Approval Date had Comair commenced making the Agreed
       Monthly Payments on the Interim Payments Accrual Date; and

   (2) the total amount of the Interim Payments paid by Comair
       from and after the Interim Payments Accrual Date.

The Interim Payments Accrual Date is the later of:

   (x) September 14, 2005; and

   (y) the last day of the period through which rent, if any, was
       paid prior to the Bankruptcy filing.

After the Lease Commencement Date, Comair will pay to the
Aircraft Parties any outstanding installments of the Catch-Up
Amount on each of the applicable monthly rent payment dates under
the New Lease.

Each of the Term Sheets provide that if the Existing Lease is
rejected or deemed rejected prior to the Lease Commencement Date,
other than in connection with the New Lease, the Aircraft Parties
are entitled to certain allowed administrative claims.

B. Basic Rent

The basic rent payable for Comair's use of the Aircraft during
the duration of each New Lease will be the amount set forth in
the respective Term Sheet, payable monthly in advance on the 20th
day of each month.

                             Duration

The Base Term of the New Lease will commence on the Lease
Commencement Date and end on the Lease Expiry Date specified in
the Term Sheet, provided that the it may be increased or
decreased by up to six months, at the Comair's option, exercised
on or prior to the Lease Commencement Date.

The Base Term may be extended for up to three successive one-year
periods if:

   (i) Comair gives no less than 90 days' advance written notice
       of the exercise of that renewal option;

  (ii) the monthly rent payable for Comair's use of the Aircraft
       during any renewal period will be at the then prevailing
       fair market lease rental rate; and

(iii) the stipulated loss values in respect of any renewal
       period will be equal to the fair market sales value of the
       Aircraft as of the first day of the applicable renewal
       period and decline ratably on a monthly basis to the fair
       market sales value of the Aircraft as of the last day of
       that renewal period.

                      Forbearance Conditions

The Aircraft Parties will forbear from exercising any remedies
against Comair in respect of any default under the Existing
Transaction Documents, as long as:

   (i) Comair complies with its obligations to make the Interim
       Payments; and

  (ii) there are no "Events of Default" under the Existing
       Transaction Documents, other than:

       (a) based on the failure to pay amounts due thereunder or
           referred to therein and not otherwise expressly
           required to be paid under the Term Sheet;

       (b) of a kind specified in Section 365(b)(2) of the
           Bankruptcy Code;

       (c) based on defaults under other indebtedness or lease or
           other obligations of the Debtor; or

       (d) based on a failure to comply with financial covenants.

The extension of the Section 1110 Period will terminate if Comair
fails to comply with the Forbearance Conditions.

                       About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines (Other
OTC: DALRQ) -- 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. 40; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DURA AUTOMOTIVE: Closing Stratford Plant & Laying Off 280 Workers
-----------------------------------------------------------------
Dura Automotive Systems Inc. is closing its brake cable plant in
Stratford, Ontario, Canada, by 2007, terminating around 280 hourly
and salaried employees.

The Company disclosed early this year their "50-cubed" operational
restructuring plan designed to enhance performance optimization,
worldwide efficiency and improve financial results.  The
restructuring plan is expected to impact over 50% of its worldwide
operations either through product movement or facility closures.
The Company expects to complete this action by year end 2007.
Cash expenditures for the restructuring plan are expected to be
approximately $100 million, which includes capital expenditures
between $25 and $35 million.  Restructuring cash expenses will
relate primarily to employee severance, facility closure and
product move costs.  The restructuring plan will be financed with
cash on hand and availability under the Company's existing
revolving credit facility.

The Company's management believes that the Company's current
available liquidity will provide the funds necessary to execute
this restructuring plan along with its ongoing operating cash
requirements.  Should the Company's current liquidity not be
adequate to fund the restructuring plan and ongoing cash
requirements for operations, the Company may be required to modify
its restructuring plan, says Keith R. Marchiando, the Company's
Chief Financial Officer.

Major ongoing and completed restructuring actions are:

   -- in May 2006, the Company disclosed that it would close its
      Brantford, Ontario Canada, manufacturing facility by June
      2007.  The 66,000 square foot plant makes a variety of
      automotive column shift assemblies.  The facility closing
      will impact approximately 120 jobs and the Company will
      transfer Brantford production to other DURA facilities to
      improve overall capacity utilization.  Severance related
      charges of $1.9 million have been recorded in 2006; all of
      which was recorded in the second quarter of 2006.

   -- in June 2006, the Company disclosed the proposed closing of
      its manufacturing facility in Llanelli, United Kingdom.  The
      118,000 square-foot plant makes automotive cable control
      systems and currently employs approximately 270 people.  The
      Company is currently in the consultation process with
      Llanelli's AMICUS trade union concerning the proposed
      closing, and therefore have not determined if the plant will
      in fact be closed.  Other restructuring charges of
      $0.2 million have been recorded in the second quarter of
      2006.

   -- the Company incurred year-to-date 2006 severance related
      charges of $0.2 million for one of its Spanish facilities,
      recorded during the second quarter of 2006.

   -- the Company has notified in July 2006 at its LaGrange,
      Indiana plant that it is closing the facility.  The plant,
      which currently employs approximately 270 people,
      manufactures a variety of window systems for the recreation
      vehicle, mass transit and heavy truck markets.  Production
      of the window systems will be transferred to other
      production facilities.  The Company is currently in
      negotiations with the respective union concerning severance
      and have not yet determined the charge.

   -- the Company incurred year-to-date Lawrenceburg facility
      production movement costs of $0.5 million, of which
      $0.3 million was incurred in the second quarter of 2006;

   -- in 2004, the Company disclosed a plan to exit its
      Brookfield, Missouri, facility and combine the business with
      other operations.  This action is complete and resulted in
      year-to-date 2006 total charges of $0.1 million, which was
      recorded during the second quarter of 2006.  In 2005, the
      Company incurred charges of $0.9 million.

   -- during the fourth quarter of 2005, the Company began the
      streamlining of a North American plant that will be
      completed in 2007.  Certain employee severance related
      charges totaling $1.4 million were incurred, of which
      $1.3 million was recorded in the fourth quarter of 2005.
      Additional severance related charges of $0.1 million were
      recorded in the second quarter of 2006.

   -- during the third quarter of 2005, the Company disclosed a
      plan to streamline an Einbeck, Germany, manufacturing
      operation.  This action is substantially completed and
      resulted in no severance cost in 2006.

   -- during the second quarter of 2005, the Company disclosed a
      plan to streamline a Plettenberg, Germany, manufacturing
      operation during 2005 and 2006.  In the third quarter of
      2005, the Company received approval for this action from the
      appropriate Workers' Council and Union.  Full identification
      of the actual employees has been substantially completed.
      Total severance costs of $4.4 million are expected upon
      final identifications of all applicable employees.
      Approximately $3.6 million has already been recorded,
      including $0.4 million for the six months ended
      July 2, 2006.

   -- during the first quarter of 2005, the Company reported a
      plan to centralize its enterprise resource planning systems
      and centralize many of its functional operations to better
      align with current business levels.  These actions are
      ongoing domestically as the Company continues to migrate its
      operations.  The Company is unable to estimate future
      severance costs as applicable employees have not been
      identified.  Approximately $1.3 million of severance related
      charges were incurred in 2005.  No additional costs have
      been incurred for the six months ended July 2, 2006.  The
      Company has not formalized the total impact to its
      international operations, since meaningful migration and
      centralization will not begin until late 2006.  The Company
      does expect that upwards of 200 individuals could be
      impacted.  The Company has not yet specifically identified
      which individuals or group of individuals will be impacted,
      or in which international locations they reside.  Therefore,
      the Company is not able to estimate the termination
      liability impact at this time.  The Company does not expect,
      however, that the international termination costs for this
      action will exceed the related estimate for our U.S.
      operations.

On July 27, 2006, the Company also disclosed plans to reduce its
indirect workforce by 510 individuals in addition to the
previously announced "50-cubed" operational restructuring plan.
The rationale for this workforce reduction is to more
appropriately align our indirect workforce with current sales
volumes.  The Company anticipates having this goal accomplished by
the end of 2006.

Headquarted in Rochester Hills, Michigan, DURA Automotive
Systems, Inc. -- http://www.duraauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
and recreation & specialty vehicle industries.  DURA, which
operates in 63 locations, sells its products to every major North
American, Asian and European automotive original equipment
manufacturer and many leading Tier 1 automotive suppliers.  It
currently operates in 63 locations including joint venture
companies and customer service centers in 14 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dura Automotive Systems Inc. to 'CCC' from 'B-'.  The
rating outlook is negative.


EMPIRE RESORTS: June 30 Balance Sheet Upside-Down by $26.2 Million
------------------------------------------------------------------
Empire Resorts, Inc., filed its consolidated financial statements
for the second quarter ended June 30, 2006, with the Securities
and Exchange Commission on Aug. 11, 2006.

For the three months ended June 30, 2006, the Company incurred a
$386,000 net loss on $25.9 million of net revenues compared to a
$2.7 million net loss on $21.9 million of net revenues in 2005.

At June 30, 2006, the Company's balance sheet showed $61.9 million
in total assets and $88.1 million in total liabilities, resulting
in a $26.2 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $20 million in total current assets available to pay
$23.1 million in total current liabilities coming due within the
next 12 months.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?10eb

Empire Resorts, Inc. -- http://www.empireresorts.com/-- operates
the Monticello Raceway and is involved in the development of other
legal gaming venues.  Empire's Mighty M Gaming facility features
over 1,500 video gaming machines and amenities including a
350-seat buffet and live entertainment.  Empire is also working to
develop a $500 million "Class III" Native American casino and
resort on a site adjacent to the Raceway and other gaming and
non-gaming resort projects in the Catskills region and other
areas.


ENTERGY NEW: To Charge Grand Gulf Costs to New Orleans Customers
----------------------------------------------------------------
Entergy New Orleans, Inc., will increase fuel adjustment charges
to its customers in New Orleans, Louisiana this September 2006,
the New Orleans Times-Picayune reports.

According to Pam Radtke Russell of the New Orleans Times-
Picayune, ENOI will alter its fuel adjustment charge by including
the cost of nuclear fuel from its Grand Gulf, Mississippi plant,
and the entire $7,500,000 monthly cost to operate and maintain
the plant.  Fuel adjustment charges reflect the cost of procuring
natural gas, coal and other fuel.

After Hurricane Katrina, the Debtor obtained permission from the
Council of the City of New Orleans, Louisiana, to stop delivering
electricity generated from Grand Gulf to New Orleans.  In
addition, the City Council permitted ENOI to sell nuclear power
to other companies, which created $57,000,000 in revenues for the
Debtor.

However, after losing two low-cost fuel contracts, ENOI, in June
2006, sought and subsequently obtained the City Council's
approval to bring back Grand Gulf and charge the bills for
running the plant to ratepayers.  ENOI and its customers own 17%
of the Grand Gulf nuclear power plant, according to WWLTV.com.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


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

As reported in the Troubled Company Reporter on July 25, 2006, the
Court-approved stipulation provides for the Debtor's use of
insurance proceeds payable as a result of losses to its property
caused by Hurricane Katrina, the granting to Entergy Corp. of a
priming lien, and provides the holders of the Debtor's outstanding
bonds with a lien on all its assets to secure payment of the
bonds.

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

The professionals covered by the Joint Motion were:

   (x) BNY and FGIC:

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

   (y) DBS:

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

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ESCHELON TELECOM: Accumulated Deficit Tops $157.2 Mil. at June 30
-----------------------------------------------------------------
Eschelon Telecom, Inc., filed its consolidated financial
statements for the second quarter ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 11, 2006.

For the three months ended June 30, 2006, the Company incurred a
$599,000 net loss on $68.2 million of net revenues compared to a
$8.6 million net loss on $56.9 million of net revenues in 2005.

As of June 30, 2006, the Company's accumulated deficit widened to
$157.2 million from $155 million at Dec. 30, 2005.

A full-text copy of the Company's Quarterly Report is available at
http://researcharchives.com/t/s?10ed

Headquartered in Minneapolis, Minnesota, Eschelon Telecom, Inc.
(NASDAQ: ESCH) -- http://www.eschelon.com/-- is a facilities-
based competitive communications services provider of voice and
data services and business telephone systems in 19 markets in the
western United States.  The company offers small and medium-sized
businesses a comprehensive line of telecommunications and Internet
products.  Eschelon currently employs 1,118 telecommunications and
Internet professionals, serves over 50,000 business customers and
has approximately 415,000 access lines in service throughout its
markets in Minnesota, Arizona, Utah, Washington, Oregon, Colorado,
Nevada and California.

                           *     *     *

Standard & Poor's Rating Services assigned its 'B-' rating to
Eschelon Telecom's $46 million 8.375% senior second secured
notes due 2010.  The 'B-' corporate credit rating and stable
outlook on Eschelon were affirmed.


EXECUTE SPORTS: Second Quarter Net Loss Slides to $1 Million
------------------------------------------------------------
Execute Sports, Inc., fka Padova International USA, Inc., filed
its second quarter financial statements for the three months ended
June 30, 2006, with the Securities and Exchange Commission on
Aug. 15, 2006.

The Company reported a $1,037,323 net loss on $506,990 of sales
for the three months ended June 30, 2006, compared with a
$2,514,601 net loss on $580,498 of sales for the same period in
2005.

At June 30, 2006, the Company's balance sheet showed $3,878,518 in
total assets, $1,733,414 in total current liabilities, and
$2,145,104 in stockholders' equity.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?10fa

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 5, 2006,
Bedinger & Company, in Concord, California, raised substantial
doubt about Execute Sports 's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses from operations.

                       About Execute Sports

Execute Sports markets and sells water sports clothing and apparel
and motorcycle accessories.  On March 3, 2005 the Company changed
its name from Padova International U.S.A., Inc., to Execute
Sports, Inc.


EXIDE TECHNOLOGIES: Aviva Partners and Jarman File Lawsuits
-----------------------------------------------------------
In June 2005, two former stockholders, Aviva Partners LLC and
Robert Jarman, separately filed class action lawsuits against
Exide Technologies and certain of its current and former
officers.

The cases, alleging violations of certain federal securities
laws, were filed in the United States District Court for the
District of New Jersey purportedly on behalf of purchasers of
Exide's stock between Nov. 16, 2004, and May 17, 2005.

The complaints allege that the named officers violated Sections
10(b) and 20(a) of the Securities Exchange Act and Rule 10b-5 of
the SEC, in connection with certain false and misleading public
statements made during the period by Exide and its officers.  The
complaints did not specify an amount of damages sought.

Exide denied the allegations in the complaints and vigorously
pursued its defense.

On Aug. 29, 2005, District Judge Mary L. Cooper consolidated
the Aviva Partners and Jarman cases under the caption Aviva
Partners v. Exide Technologies, Inc.

Subsequently, District Judge Cooper appointed:

    * the Alaska Hotel & Restaurant Employees Pension Trust Fund
      and Lakeway Capital Management as Co-Lead Plaintiffs for
      the putative class of former Exide stockholders; and

    * the law firms of Lerach Coughlin Stoja Geller Rudman &
      Robbins LLP and Schatz & Nobel, P.C., as Co-Lead Counsel
      for the putative class.

In May 2006, Co-Lead Plaintiffs filed their consolidated amended
complaint in which they reiterated the claims but purported to
state a claim on behalf of purchasers of Exide's stock between
May 5, 2004, and May 17, 2005.

Exide asked the Court to dismiss the Co-Lead Plaintiffs'
Consolidated Amended Complaints Briefing on June 22, 2006.

"The motion is expected to be completed on or about Sept. 6,
2006, and Defendants expect a ruling on the motion some time
thereafter," Francis M. Corby, Jr., executive vice president and
chief financial officer of Exide, said in a regulatory filing with
the Securities and Exchange Commission.

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 90;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


EXIDE TECHNOLOGIES: Court Gives Murray 45 Days to Amend Complaint
-----------------------------------------------------------------
At Exide Technologies and its debtor-affiliates' behest, the U.S.
District Court for the Southern District of New York dismissed
without prejudice the complaint filed by Murray Capital Management
Inc. against Exide and Deutsche Bank Securities, giving Murray
Capital 45 days to file an amended complaint.

On Oct. 6, 2005, Murray Capital alleged in its lawsuit violations
by both Exide and Deutsche Bank of the Securities Exchange Act of
1934, common law fraud, negligent misrepresentation, breach of
fiduciary duty, negligence and unjust enrichment associated with
the sale by Exide of $290 million principal amount of 10.50%
senior notes and $60 million principal amount of convertible
floating rate notes issued in a private placement on March 18,
2005.

Deutsche Bank, acting as joint book running manager, marketed the
notes on behalf of Exide.  Deutsche Bank AG acts as agent bank
under Exide's senior bank facility.  The complaint, filed in the
United States District Court, Southern District of New York, also
named Craig Muhlhauser, President and CEO of Exide until his
resignation in April 2005, and J. Timothy Gargaro, Chief Financial
Officer and Executive Vice President of Exide.

As disclosed in Exide's Form S-3 filed on Sept. 14, 2005, Murray
Capital notified Exide and Deutsche Bank in August of 2005 that
Murray Capital intended to pursue a recovery of its losses,
including, if necessary, through legal action.

Murray Capital, a private investment firm based in New York City,
was founded in 1995 and manages funds on behalf of its clients in
excess of $550 million.

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 90;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


FACTORY 2-U: Ch. 7 Trustee Taps Heiman Gouge as Litigation Counsel
------------------------------------------------------------------
Jeoffrey L. Burtch, the Chapter 7 trustee appointed in Factory 2-U
Stores, Inc., and its debtor-affiliates' cases, seeks authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Heiman, Gouge & Kaufman, LLP, as his litigation counsel.

Heiman Gouge is expected:

   a) perform all necessary legal services; and

   b) provide all other necessary legal advice to the Trustee in
      connection with the investigation and prosecution of
      postpetition causes of action designated by the Trustee.

The firm's professionals bill:

        Professional             Designation         Hourly Rate
        ------------             -----------         -----------
        Henry A. Heiman, Esq.    Partner                 $335
        Susan E. Kaufman, Esq.   Partner                 $300
        January L. Reif          Paralegal               $125

Mr. Heiman assures the Court that his firm does not represent any
interest adverse to the Trustee nor the Chapter 7 estate and is
disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in San Diego, California, Factory 2-U Stores, Inc.,
-- http://www.factory2-u.com/-- operates a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US.  The stores sell branded casual
apparel for the family, as well as selected domestics, footwear,
and toys and household merchandise.  The Company filed for chapter
11 protection on January 13, 2004 (Bankr. Del. Case No. 04-10111).
The Court converted the Debtors' case into a chapter 7 proceeding
on Jan. 27, 2005, and appointed Jeoffrey L. Burtch as trustee.  M.
Blake Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors in their bankruptcy
cases.  When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.  The Court appointed Jeoffrey L.
Burtch as the Chapter 7 Trustee.  Adam Singer, Esq., at Cooch and
Taylor represents the Chapter 7 Trustee.


FACTORY 2-U: Chapter 7 Trustee Wants LECG LCC as Financial Analyst
------------------------------------------------------------------
Jeoffrey L. Burtch, the Chapter 7 trustee appointed in Factory 2-U
Stores, Inc., and its debtor-affiliates' cases, asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ LECG, LLC, as his financial analysts.

LECG will:

   a) provide analysis on avoidance action issues related to the
      garment industry, factors, and insolvency; and

   b) provide consulting services and objective and independent
      analysis relating to:

       i) financial and valuation analysis; and

      ii) other accounting and financial issues relating to
          pending or future litigation in the Debtor's chapter 11
          case.

Miriam M. Leder, an associate at LECG, discloses that the firm's
professionals bill:

        Professional                   Hourly Rate
        ------------                   -----------
        Principals & Directors         $370 - $600
        Managing consultants           $370 - $510
        Consultants                    $155 - $455
        Case Assistants & Research      $75 - $170
           Analyst

Ms. Leder further discloses that Brett A. Margolin, Ph.D., an LECG
principal, will be the primary person for the Debtor's case.  Dr.
Margolin charges $370 per hour for his services.

To the best of the Trustee's knowledge, LECG does not represent
any interest adverse to the Trustee nor the Chapter 7 estate and
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in San Diego, California, Factory 2-U Stores, Inc.,
-- http://www.factory2-u.com/-- operates a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US.  The stores sell branded casual
apparel for the family, as well as selected domestics, footwear,
and toys and household merchandise.  The Company filed for chapter
11 protection on January 13, 2004 (Bankr. Del. Case No. 04-10111).
The Court converted the Debtors' case into a chapter 7 proceeding
on Jan. 27, 2005, and appointed Jeoffrey L. Burtch as trustee.  M.
Blake Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors in their bankruptcy
cases.  When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.  The Court appointed Jeoffrey L.
Burtch as the Chapter 7 Trustee.  Adam Singer, Esq., at Cooch and
Taylor represents the Chapter 7 Trustee.


FERTINITRO FINANCE: Fitch Affirms Bonds' B- Rating & Removes Watch
------------------------------------------------------------------
Fitch Ratings affirmed and removed from Rating Watch Negative
FertiNitro Finance Inc.'s 'B-' rated $250 million 8.29% secured
bonds due 2020.

The Negative Rating Watch addressed Fitch's concerns that a change
in Venezuela's petrochemicals law would force FertiNitro to
redirect portions of its fertilizer output from the world export
markets to the Venezuelan market with sales subject to pricing
dictated by the government.

According to the offtake agreement between Petroquimica de
Venezuela, S.A. (Pequiven) and FertiNitro, Pequiven is obligated
to re-sell, on a gradually decreased percentage, its 50% share of
the plant's production outside Venezuela at market prices.

Fitch believes that the most recent amendment to the
petrochemicals law (published in July) is not likely to cause
project revenues to decrease substantially during the remainder of
2006 and in 2007.  Nevertheless, significant uncertainty remains
regarding additional modifications to and adverse interpretations
of the fiscal, legal and regulatory framework that could
potentially impair production and export revenue.

Fitch will continue to monitor legislative and regulatory
developments in Venezuela and take rating action as appropriate.

In May, the plant completed a 180-day Second Reliability Test,
which had been deferred from 2003 with lender consent.  The test
is designed to demonstrate and ensure that the project has the
ability to operate as initially represented to bondholders.  Upon
completion of the report of the independent engineer, the
financial model will be re-run to indicate whether the project's
debt sustaining capacity is in fact consistent with a minimum debt
service coverage ratio of 2.25x and a life-to-loan coverage ratio
of 3.00x.

Through July, the project achieved the highest utilization rates
since completion, with urea production reaching 101% of the
Offering Circular target and ammonia 98%.  FertiNitro's debt
service margins are expected to average 1.71x in 2006.

In 2005, collections on sales rose 4.7% on stronger ammonia and
urea prices.  Higher prices in the global markets offset the
reduced shipments that resulted from scheduled shutdowns of the
urea and ammonia trains in the summer.

Higher operating costs combined with the extinction of tax credits
and loss carry-forwards, which resulted in tax payments of $21.5
million, decreased cash available for debt service in 2005 to $116
million from $146 million in 2004.

Of note, ample accumulated cash balances enabled FertiNitro to pay
$36.9 million of deferred bank loan principal in April 2005, ahead
of schedule, in addition to the programmed semi-annual
amortization payment of $21.7 million.  A cumulative net draw of
$8.3 million from the restricted cash account enabled FertiNitro
to meet total debt service payments of $129.9 million in 2005.

FertiNitro ranks as one of the world's largest nitrogen-based
fertilizer plants, with nameplate daily production capacity of
3,600 Metric Tons of ammonia and 4,400 Metric Tons of urea.  It is
owned 35% by a Koch Industries, Inc. subsidiary, 35% by Pequiven,
a state-owned petrochemicals company, 20% by a Snamprogetti S.p.A.
subsidiary, and 10% by a Cerveceria Polar, C.A. subsidiary.


GB HOLDINGS: Court Approves Third Amended Disclosure Statement
--------------------------------------------------------------
The Hon. Judith H. Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey approved GB Holdings, Inc.'s Third Modified
Disclosure Statement explaining its Third Modified Chapter 11 Plan
of Liquidation.

                       Treatment of Claims

Under the Modified Plan, holders of Class 1 Other Priority Claims
will be paid in full.

Class 2a Other Secured Claims will receive the amount of their
claims in full.  Class 2a claimants will receive either cash or
reinstatement, while Class 2b claimants will be paid through
restructured notes within fours after the effective date.

Holders of Allowed General Unsecured Claims will receive a ratable
proportion of the liquidating trust, which will own the
liquidating trust assets, subject to the Debtor's claim on the
assets.

The Debtor will be entitled to and will receive any residual value
in trust for the benefit of holders of Allowed Equity Interests
after all Allowed General Unsecured Claims and costs of the
Liquidating Trust, including repayment of exit facility and the
costs associated with maintaining the corporate existence of the
Debtor and the Debtor's actions and dissolution of the Plan, are
paid in full.

The residual value will then be distributed to holders of Allowed
Equity Interests, who will receive a ratable proportion of the
residual value held by the Debtor.

                         Debtor's Assets

The Debtor's principal tangible asset include 2,882,938 shares of
common stock of Atlantic Coast Entertainment Holdings, Inc.,
representing approximately 41.7% on a non-diluted basis of the
equity interests in Atlantic Holdings.  In addition, the Debtor
holds certain causes of action.  The Debtor has no operating
activities and no income.

Atlantic Holdings is a Delaware corporation that, through a
subsidiary, controls the Sands Hotel and Casino in Atlantic City,
New Jersey.

                        About GB Holdings

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
primarily generates revenues from gaming operations in Atlantic
Coast Entertainment Holdings, which owns and operates The Sands
Hotel and Casino in Atlantic City, New Jersey.  The Debtor also
provides rooms, entertainment, retail store and food and beverage
operations.  These operations generate nominal revenues in
comparison to the casino operations.  The Debtor filed for
chapter 11 protection on September 29, 2005 (Bankr. D. N.J. Case
No. 05-42736).  Alan I. Moldoff, Esq., at Adelman Lavine Gold and
Levin, represents the Debtor.  Charles A. Stanziale, Jr., Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, serves as counsel to the
Official Committee Of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


GBAK PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: GBAK Properties, Inc.
        11111 Wilcrest Green, Suite 350
        Houston, TX 77042
        Tel: (713) 490-1300

Bankruptcy Case No.: 06-34426

Type of Business: The Debtor filed for chapter 11 protection on
                  August 5, 2002 (Bankr. S.D. Tex. Case No. 02-
                  38695).

Chapter 11 Petition Date: September 1, 2006

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Imdad A. Seehar, Esq.
                  4151 South West Freeway, Suite 500
                  Houston, TX 77027
                  Tel: (713) 850-1908
                  Fax: (713) 850-1905

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


GRAHAM PACKAGING: Has $507,294 Partners' Deficit as of June 30
--------------------------------------------------------------
Graham Packaging Co. Inc. incurred a $15,266,000 net loss
on $653,282,000 of revenues for the second quarter ending
June 30, 2006, the Company disclosed in a Form 10-Q report filed
with the Securities and Exchange Commission.

As of June 30, 2006, the Company's balance sheet showed $2,531,574
in assets and a $507,294 partners' deficit.

In the six months ended June 30, 2006, the Company funded, through
its operating activities, $88.9 million of investing activities
and $76.9 million of financing activities.  Included in the
Company's operating activities was a decrease in inventories of
$47.9 million from Dec. 31, 2005, to June 30, 2006, primarily due
to a seasonal drop in finished goods inventories and a decrease in
raw material reserves that were established at the end of 2005 to
mitigate the effects on the supply of raw materials caused by the
hurricanes in the United States in the latter part of 2005.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?10ea

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Co. Inc. --
http://www.grahampackaging.com/-- designs, manufactures and sells
technology-based, customized blow-molded plastic containers for
the branded food and beverage, household, personal care/specialty,
and automotive lubricants product categories.  The Company
currently operates 88 plants worldwide.  The Blackstone Group of
New York is the majority owner of Graham Packaging.

                           *     *     *

As reported in the Troubled Company Reporter on Apr 11, 2006,
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating to Graham Packaging Co.'s proposed incremental $150 million
first-lien term loan B due 2011, based on preliminary terms and
conditions.  At the same time, Standard & Poor's affirmed its
ratings, including its 'B' corporate credit rating, on the plastic
packaging producer.  The outlook remains positive.


HAROLD'S STORES: Secures $5 Million Additional Debt Funding
-----------------------------------------------------------
Harold's Stores, Inc. obtained $5 million in additional financing
in the form of a new subordinated loan from RonHow LLC.  At
RonHow's option, the amount of the loan may be increased to
$10 million.

In conjunction with this transaction, the Company entered into
an amendment to its existing credit facility with Wells Fargo
Retail Finance II, LLC to permit the new financing, but otherwise
did not materially change the terms of the facility.

RonHow is owned and controlled directly or indirectly by Ronald de
Waal and W. Howard Lester. Mr. de Waal and Mr. Lester are both
major beneficial owners of Company common stock, and Mr. Lester
was a director of the Company until June 2006.  The Company has
obtained these funds in order to provide for additional working
capital.

"This funding is a significant show of continuing support by our
major shareholders," said Leonard Snyder, Interim Chief Executive
Officer.  Mr. Snyder continued, "This funding will enhance our
daily working capital and allow us to continue to implement key
strategic initiatives to improve our merchandise content and real
estate portfolio."

The new $5 million subordinated loan will mature in May 2010 and
bears interest payable monthly at a rate of 13.5% per year and is
secured by all of the personal property owned by the Company and
its subsidiaries.  The payment of the new loan and the collateral
liens are subordinate to the rights of Wells Fargo under the
credit facility.  As additional consideration for the loan, the
Company issued 10 year warrants to purchase for nominal
consideration $1,032,000 of value of a new series of preferred
stock designated Series 2006-B Preferred Stock, which vest ratably
over the term of the loan (or upon default) and becomes
exercisable when the loan is paid in full (or on default).  The
subordinated loan is also convertible at the option of RonHow into
Series 2006-B Preferred Stock.  The new Series 2006-B Preferred
Stock ranks prior to all of the other series of preferred stocks
as to dividends and liquidation but otherwise has terms equivalent
to the Company's existing Series 2006-A Preferred Stock except for
the conversion rate of the preferred stock into common which will
be at $0.43 per share based on the 20-trading-day average price
immediately preceding the closing.

Based in Dallas, Texas, Harold's Stores, Inc. (OTC Bulletin Board:
HLDI) -- http://www.harolds.com/-- operates 42 upscale ladies'
and men's specialty stores in 19 U.S. states.  The Company's
Houston locations are known as "Harold Powell."

At April 29, 2006, the Company's balance sheet showed a
stockholders' deficit of $18,383,000, compared to a deficit of
$17,083,000 at Jan. 28, 2006.


IPIX CORP: Grandeye Ltd Restates Ownership of IPIX Patents
----------------------------------------------------------
Grandeye, Ltd. restated its ownership claims to the key IPIX Corp.
patents, which are to be auctioned by the U.S. Bankruptcy Court
for the Eastern District of Virginia.

Grandeye, Ltd., has taken Declaratory Judgment and Summary
Judgment actions against IPIX at the US District Court of Eastern
District of Virginia to, among other things, establish ownership
and non-infringement of the key IPIX patents.

With respect to Grandeye's pending motion for summary judgment of
non-infringement of the IPIX patents, Dr. Yavuz Ahiska, the CEO of
Grandeye, stated that "the presiding judge in the summary judgment
case had already convened the attorneys of the both sides and
indicated that he had essentially decided to grant Grandeye's
motion for summary judgment of non-infringement of all patents-in-
suit."

Grandeye's ownership claim to these patents based upon the true
inventorship is also the subject of the pending DJ litigation.
Grandeye had acquired the rights to these same IPIX patents
through assignments from at least two of the true inventors of the
underlying technology who conceived and reduced to practice the
later-patented inventions much earlier while working at Oak Ridge
National Laboratory, yet were never listed as inventors.  Grandeye
has claimed in the action that there is indisputable evidence that
one of the named inventors was fraudulently added to correct a
fundamental defeat.

"The overwhelming evidence of record (including numerous documents
and witness deposition testimonials) in the pending DJ litigation
shows beyond any reasonable doubt that at least one of the two
named inventors belatedly added himself as an inventor (in a
reissue proceeding, after the original patent issued) even though
he was fully aware of the fact that he was certainly not a true
inventor, which I understand unquestionably constitutes fraud on
the U.S. Patent Office," Dr. Ahiska commented.  "Grandeye has
claims against IPIX to recover attorney's fees, costs, and damages
suffered by Grandeye as a result of IPIX having brought a
malicious and frivolous lawsuit against Grandeye to begin with,
which claims I understand cannot be discharged in bankruptcy.
Therefore, I would like to make it clear to anyone that has an
interest in buying these patents that they will be necessarily
buying the litigation liabilities."

"We have the richest IP in the industry with over twenty five
patents and patent applications," stated Dr. Ahiska.  "These
patents and applications relate to 360 image capture, video
stitching and include the core perspective projection using 3D
computer graphics, intelligent virtual camera generation and dome
camera emulation and so on.  In 2004, Grandeye completed its
purchase of the Ford Oxaal patent portfolio, which is a
fundamental patent portfolio in the field of immersive imaging.
Dr. Ahiska continued, "We have been winning prestigious
international industry awards for our leading technology, and now,
with the demise of IPIX, we are also the defacto market leader in
the 360 degree CCTV security market.  In fact, well prior to
IPIX's demise, we captured a sizable portion of the IPIX customer
base, including their key international distributors, with our
easy-to-use- and-install, inexpensive, proprietary, chip-based,
intelligent camera, and now we are poised to accelerate our
timetables and product rollouts."

                         About Grandeye

Based in Surrey University Technology Centre, Guildford, UK,
Grandeye, Ltd. -- http://www.grandeye.com/-- is the market and
technology leader in 360 cameras for situational awareness.  Its
award-winning Halocam technology based on a dedicated IMTERA
processor currently powers a number of 360 cameras supplied by a
number of OEM manufacturers and system integrators with
distribution channels covering all of the five continents.

                    About IPIX Corporation

Headquartered in Reston, Virginia, IPIX Corporation (NASDAQ:IPIX)
-- http://www.ipix.com/-- is a premium provider of immersive
imaging products for government and commercial applications.  The
company combines experience, patented technology and strategic
partnerships to deliver visual intelligence solutions worldwide.
The company's immersive, 360-degree imaging technology has been
used to create high-resolution digital still photography and video
products for surveillance, visual documentation and forensic
analysis.

The Company filed a voluntary petition for relief under Chapter 7
of the U.S. Bankruptcy Code on July 31, 2006, in the U.S.
Bankruptcy Court for the Eastern District of Virginia, Alexandria
Division (Case No. 06-10856).  As a result of the filing, IPIX
terminated all business activities after concluding it didn't have
sufficient funding to remain solvent and was unsuccessful in
securing the additional funding crucial for continued operation.

At March 31, 2006, the Company's balance sheet showed $7,795,000
in total assets and $4,940,000 in total liabilities.


IESI CORP: Moody's Lifts $385 Million Loans' Rating to Ba3
----------------------------------------------------------
Moody's Investors Service upgraded the ratings of IESI
Corporation's $200 million senior secured revolving credit
facility due January 2010 to Ba3 from B1, $185 million term
loan due January 2012 to Ba3 from B1, and affirmed the B1
Corporate Family Rating.  The outlook for the ratings is stable.

The upgrade reflects improvements in operating performance over
the past two years and corresponding improvements in enterprise
value and coverage in a distress scenario.

The upgrade also reflects continuing industry-wide pricing
strength and IESI's proven ability to increase prices and volumes
and pass on fuel price increases.  The ratings benefit from the
company's position in the markets that it serves and the recession
resistant nature of the municipal solid waste
industry.

Improvements leading to sustainable EBIT to interest coverage
closer to two times or progress toward debt reduction with
sustainable adjusted debt to EBITDA ratios below four times could
lead to a positive ratings outlook.

Adjusted debt to EBITDA ratios above 4.5x for a prolonged period
could lead to a downgrade, especially if adjusted EBIT to interest
coverage falls below current levels.

IESI Corporation, based in Fort Worth, Texas, is one of the
leading regional, non-hazardous solid waste management companies
in the United States and has grown through a combination of
acquisitions and internal growth.  IESI provides collection,
transfer, disposal and recycling services to 268 communities,
including more than 590,000 residential customers and 62,000
commercial and industrial customers in the South and the
Northeast.  IESI had $402 million in revenues for the twelve
month period ended June 30, 2006.

IESI is an indirect subsidiary of BFI Canada Income Fund, which is
based in Toronto, Ontario and provides non-hazardous solid waste
collection and landfill disposal services for over 1 million
customers in the US and Canada.  BFI Fund had consolidated
revenues of CDN$732 million for the twelve month period ending
June 30, 2006.


INLAND FIBER: Court Sets September 22 as Claims Bar Date
--------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware set 5:00 p.m. Eastern Time, on Sept. 22,
2006, as the deadline for Inland Fiber Group, LLC, and its debtor-
affiliate, Fiber Finance Corp.'s creditors to file proofs of
claim.

The proofs of claim must be filed with the Clerk of Court at:

       Clerk of Court
       U.S. Bankruptcy Court District of Delaware
       824 North Market Street, 3rd Floor
       Wilmington, DE 19801
       Attn: Inland Fiber Group Claims Processing

Creditors who fail to have their proofs of claim received on or
before the bar date are forever barred from asserting their
claims.

Headquartered in Klamath Falls, Oregon, Inland Fiber Group LLC,
aka U.S. Timberlands Klamath Falls LLC, and its affiliate Fiber
Finance Corp., grow trees and sell logs, standing timber, and
timberland.  The Debtors filed a chapter 11 petition on Aug. 18,
2006 (Bankr. D. Del. Case Nos. 06-10884 & 06-10885).  William P.
Bowden, Esq. at Ashby & Geddes P. A. and Glenn E. Siegal, Esq. at
Dechert LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, Inland
Fiber reported $81,890,311 in total assets and $264,433,754 in
total liabilities while its debtor-affiliate,  Fiber Finance,
disclosed $1,048 in total assets and $263,074,983 in total debts.


INTEGRATED HEALTHCARE: June 30 Balance Sheet Upside-Down by $25.6M
------------------------------------------------------------------
Integrated Healthcare Holdings, Inc., filed its consolidated
financial statements for the second quarter ended June 30, 2006,
with the Securities and Exchange Commission on Aug. 18, 2006.

For the three months ended June 30, 2006, the Company earned
$1.8 million of net income on $90.3 million of net revenues
compared to a $10.2 million net loss on $83.2 million of net
revenues in 2005.

At June 30, 2006, the Company's balance sheet showed
$134.9 million in total assets and $160.5 million in total
liabilities, resulting in a $25.6 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $76 million in total current assets available to pay
$152.9 million in total current liabilities coming due within the
next 12 months.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?10ee

                        Going Concern Doubt

As reported in the Troubled Company Reporter on August 3, 2006,
Ramirez International Financial & Accounting Services, Inc., in
Irvine, California, raised substantial doubt about Integrated
Healthcare Holdings, Inc.'s ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the years ended Dec. 31, 2005, and 2004.  The auditor pointed to
the Company's losses, stockholders' deficiency, and need for
additional capital to refinance debt.

               About Integrated Healthcare Holdings

Based in Santa Ana, Calif., Integrated Healthcare Holdings, Inc.,
is a predominantly physician-owned company that acquired from
Tenet Healthcare Corp. four hospital facilities representing
approximately 12% of the hospital beds in Orange County,
California: 282-bed Western Medical Center in Santa Ana; 188-bed
Western Medical Center in Anaheim; 178-bed Coastal Communities
Hospital in Santa Ana; and 114-bed Chapman Medical Center in
Orange.


INTERNATIONAL HELICOPTER: Case Summary & 11 Largest Creditors
-------------------------------------------------------------
Debtor: International Helicopter, Inc.
        3971 Gulfshore Boulevard North, Suite 1505
        Naples, FL 34103

Bankruptcy Case No.: 06-18153

Debtor-affiliates filing separate chapter 11 petitions:

      Entity           Case No.
      ------           --------
      Ellen Malloy     06-18154

Type of Business: The Debtor supplies spare parts for helicopters,
                  and various types of commercial and military
                  aircraft.  Ellen Malloy is the vice-president
                  and a shareholder of the Debtor.

                  Keltic Financial Partners, LP, a secured
                  creditor of International Helicopters, obtained
                  authority from the U.S. Bankruptcy Court for the
                  Middle District of Florida to transfer the
                  Debtor's chapter 11 case to the District of New
                  Jersey.

                  Keltic Financial told the Court that the
                  Debtor's principal place of business is in New
                  Jersey, where it stores its spare parts
                  inventory.  The firm argued that the Debtor has
                  no connection to the State of Florida, and that
                  it never had any operations in Florida, and at
                  no time maintained any portion of its assets in
                  the state.

Chapter 11 Petition Date: June 21, 2006

Date of Transfer: August 31, 2006

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: International Helicopter, Inc.
                  PRO SE

Counsel for
Ellen Malloy:     Harley E. Riedel, Esq.
                  Stephen R. Leslie, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144

                         Estimated Assets   Estimated Debts
                         ----------------   ---------------
      International      $10 Million to     $1 Million to
      Helicopter, Inc.   $50 Million        $10 Million

      Ellen Malloy       $1 Million to      $1 Million to
                         $10 Million        $10 Million

A. International Helicopter, Inc. does not have any creditors who
   are not insiders.

B. Ellen Malloy's 11 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Web Construction Company                   $185,000
   62A Floyd Street
   East Hampton, NY 11937

   Schiffman, Berger, Abraham & Ritter         $50,000
   P.O. Box 568
   Hackensack, NJ 07602

   MBNA                                        $39,432
   Bankcard Services
   P.O. Box 15137
   Wilmington, DE 19886

   Krovain & Associates LLC                    $20,000

   East Hampton Town                           $19,708

   Beacon Evaluation                           $16,000

   Gary Lachman                                $13,000

   Le Ciel Venetian Tower                       $9,000

   Paul Consiglio Company                       $7,500

   Nordstrom FSB Colorado                       $6,213

   Chase Bank                                   $5,562


KAISER ALUMINUM: Court Approves $32 Mil. Deal with TIG Insurance
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware:

   (i) approved Kaiser Aluminum & Chemical Corporation's
       settlement agreement with TIG Insurance Company;

  (ii) authorized the sale of certain TIG-issued insurance
       policies back to TIG free and clear or liens, claims,
       encumbrances or other interests; and

(iii) enjoined all claims against TIG relating to the policies.

Judge Fitzgerald notes that TIG will not be deemed successors to
Kaiser Aluminum & Chemical Corporation or its estates nor will it
assume any liabilities of KACC.

Judge Fitzgerald also says that all obligations of KACC under the
settlement agreement will be deemed administrative expenses of the
company's bankruptcy estates under Sections 503(b) and 507(a)(1)
of the Bankruptcy Code.

As reported in the Troubled Company Reporter on July 18, 2006,
under the Settlement Agreement, TIG will make a $32,200,000
settlement payment before July 15 of each year at these amounts:

   (a) $2,415,000 from 2006 to 2008;
   (b) $3,220,000 from 2009 to 2012; and
   (c) $4,025,000 from 2013 to 2015.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on Feb.
12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 104;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 609/392-0900)


KAISER ALUMINUM: Court Signs Amended Order on CNA Insurers Accord
-----------------------------------------------------------------
Judge Fitzgerald signs an amended order that supersedes in its
entirety the Bankruptcy Court order dated July 21, 2006, approving
the settlement agreement between Kaiser Aluminum Corporation and
the CNA Related Companies.

As reported in the Troubled Company Reporter on Aug. 7, 2006, the
Court approved the Debtors' settlement agreement with:

    -- Continental Casualty Company;

    -- Columbia Casualty Company;

    -- Transcontinental Insurance Company; and

    -- Continental Insurance Company and the formerly related
       Harbor Insurance Company.

In the amended order, Judge Fitzgerald removes the provision that
approves amendments to other settlement agreements between KAC and
certain underwriters; members at Lloyd's, London; certain London
Market Companies; the AIG Parties; and the ACE Related Companies,
in connection with the CNA Parties' ability to appeal the U.S.
District Court for the District of Delaware's May 11, 2006 order
affirming the Confirmation Order.

The amended order, however, provides, "The failure specifically to
include any particular provision of the Settlement Agreement in
this [order] shall not diminish or impair the effectiveness of
such provision, it being the intent of the Court that the
Settlement Agreement be authorized and approved in its entirety."

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on Feb.
12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 104;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 609/392-0900)


LE NATURE'S: Settlement Agreement Cues S&P to Put Ratings on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and other ratings on Latrobe, Pennsylvania-based Le Nature's Inc.
on CreditWatch with negative implications, meaning that the
ratings could be lowered or affirmed following the completion of
its  review.

Le Nature's develops, produces, and markets naturally flavored,
fully pasteurized alternative beverages.  Total debt outstanding
at the company was about $347 million as of June 30, 2006.

The CreditWatch placement follows disclosure that a lawsuit
settlement agreement with the company's preferred shareholders
stipulates that they will drop their lawsuit if they are paid out
before Sept. 26, 2006.  Le Nature's may seek incremental financing
to fund the payout to the preferred shareholders.

"We are concerned that this potential financing could increase
leverage," explained Standard & Poor's credit analyst Alison
Sullivan.

Further, Wachovia Bank N.A., as administrative agent to Le
Nature's $275 million credit agreement, has been made aware that
an event of default has potentially occurred.  Le Nature's and
Wachovia have mutually agreed to refinance the revolver and term
loan facilities.

Standard & Poor's anticipates that this new credit facility will
address the potential default issue.  The rating agency will
monitor refinancing developments and changes to the capital
structure, as well as review Le Nature's operating and financial
plans with management, before resolving the CreditWatch listing.


LIGAND PHARMACEUTICALS: Modifies Pay Package of Henry Blissenbach
-----------------------------------------------------------------
The Compensation Committee of Ligand Pharmaceuticals
Incorporated's Board of Directors approved the modified
compensation package of Henry F. Blissenbach.

The Company and Dr. Blissenbach agreed to modify his compensation
package effective retroactively to Aug. 1, 2006:

   -- Base salary changed to $40,000 per month from $75,000 per
      month.

   -- Maximum bonus changed to $100,000 from $150,000.

Dr. Blissenbach was appointed chairman and interim chief executive
officer on Aug. 1, 2006, after which the Company entered into a
compensation agreement with Dr. Blissenbach, which included a
monthly salary of $75,000, incentive compensation of up to
$100,000 based upon his performance of certain objectives and a
special stock option grant to purchase 150,000 shares of the
Company's common stock.  The Company also agreed to reimburse
Dr. Blissenbach for all reasonable expenses incurred in
discharging his duties as interim chief executive officer.

                       Severance Agreements

The Company also disclosed that the Compensation Committee also
approved and ratified, and the Company has begun entering into
additional severance agreements with certain of its officers and
executive officers as additional retention incentives and to
provide severance benefits to the officers that are more closely
equivalent to severance benefits already in place for other
executive officers.

The Compensation Committee approved the agreements of:

   -- Richard Bowen   -  Ordinary Severance Agreement and Change
                         of Control Severance Agreement

   -- Warner Broaddus -  Ordinary Severance Agreement

   -- Tod Mertes      -  Ordinary Severance Agreement

   -- Matthew Witte   -  Ordinary Severance Agreement and Change
                         of Control Severance Agreement

Ligand Pharmaceuticals Incorporated (NASDAQ:LGND)
-- http://www.ligand.com/-- discovers, develops and markets new
drugs that address critical unmet medical needs of patients in the
areas of cancer, pain, skin diseases, men's and women's hormone-
related diseases, osteoporosis, metabolic disorders, and
cardiovascular and inflammatory diseases.  Ligand's proprietary
drug discovery and development programs are based on gene
transcription technology, primarily related to intracellular
receptors.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 16, 2006
Ligand Pharmaceuticals Incorporated's balance sheet at June 30,
2006 showed total assets of $285.9 million and total liabilities
of $524.4 million resulting in a stockholders' deficit of $238.5
million.  This compares to a stockholders' deficit of $110.4
million at Dec. 31, 2005.


LOS OSOS COMMUNITY: Chapter 9 Filing Cues S&P's Rating Downgrade
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
to 'C' from 'CCC' on Los Osos Community Services District
Wastewater Assessment District No. 1, California's limited
obligation improvement bonds.

The rating action reflects both the district's recent (Aug. 25,
2006) Chapter 9 bankruptcy filing and an indication that the
district will need to draw $714,000 from its debt service reserve
fund in order to make its Sept. 2, 2006, debt service payment of
$743,268.  The outlook is negative.

"The action is based on the district's Chapter 9 bankruptcy
status, the possibility of further draws on the reserve fund or
even insufficient funds for debt service payments, and significant
uncertainty regarding the litigation and fines facing the district
that are likely to produce considerable financial stress and
strain on already minimal cash balances, even if only partially
successful," Standard & Poor's credit analyst Paul Dyson said.

"If the district defaults on its obligations, the rating will be
lowered to 'D'."

The bonds are secured by assessments against the property in the
assessment district and were issued in 2002 to construct a
wastewater collection, treatment and disposal system, a project
that was significantly delayed, then halted in 2005.


MAVERICK TUBE: Earns $53.7 Million in 2006 Second Quarter
---------------------------------------------------------
Maverick Tube Corporation reported $53.7 million of net income for
the second quarter ended June 30, 2006, compared with
$38.7 million of net income for the same quarter last year, and
net income of $70.9 million for the first quarter 2006.

Net revenues were $484 million for the quarter ended
June 30, 2006, up from net revenues of $400.6 million for the
second quarter 2005.  Net revenues were down from $543.1 million
for the first quarter 2006 due primarily to the typical seasonal
slowdown in Canada.

Earnings for the second quarter of 2006 were positively impacted
by an adjustment to income tax reserves and were negatively
impacted by a purchase price accounting adjustment relating to the
TuboCaribe acquisition and by expenses related to the proposed
merger with Tenaris.

Second quarter 2006 energy products net revenues increased 28.4%
to $410.4 million from $319.6 million in the second quarter 2005,
but declined 11.9% from $465.6 million in the first quarter 2006.

Drilling activity in the U.S., measured by the average Baker
Hughes Incorporated active rig count, increased in the second
quarter 2006 compared to the first quarter 2006 by 7.4%.  Drilling
activity in Canada declined by 57.6% due to typical spring thaw
and the resulting impediments to moving drilling rigs to new
locations.  Drilling activity increased sequentially in the rest
of the world by 1.9%.  The 11.9% decrease in net revenues of
energy products over last quarter is attributable to a 10.2%
decline in tons shipped, again due to the seasonal slowdown in
Canada.  Average energy products selling prices declined by 1.8%
primarily due to lower levels of Canadian sales and the timing of
previously announced price increases.

Second quarter 2006 electrical products net revenues were
$73.5 million compared to $81.1 million in the second quarter 2005
and $77.4 million in the first quarter of 2006.  The 5.0% decrease
in net revenues from the first quarter 2006 is attributable to a
10.9% decrease in volume, to about 55,960 tons, partially offset
by higher selling prices.

Maverick's operating margin was 16.1% in the second quarter 2006
compared to 11.2% in the second quarter 2005 and 20.6% in the
first quarter 2006.  The decline from first quarter 2006 is
attributable to a higher percentage of resale products and higher
steel costs, lower sales of Canadian products and additional
expenses related to the proposed merger with Tenaris and the
purchase price accounting adjustment related to the May 2005
TuboCaribe acquisition.

Maverick's net debt to total capitalization improved to 37.7% at
June 30, 2006 compared to 39.0% at March 31, 2006.  Earnings
before interest, taxes, depreciation and amortization were
$89 million in the second quarter 2006 compared to $52.8 million
in the second quarter 2005 and $121.2 million in the first quarter
2006.

C. Robert Bunch, the Company's chairman, president and chief
executive officer, said, "Our second quarter results reflect
continuing strength in the energy markets, with the annual Spring
breakup affecting our Canadian business.  While all of our
businesses performed well, Maverick Tubular Products, our U.S.
OCTG and line pipe business, reported record shipments and net
revenues this quarter.  Pricing has begun to improve in our
electrical products segment and, except for some costs related to
our proposed merger and other items, SG&A expenses remain within
our target range."

Mr. Bunch continued, "We are working towards closing our proposed
merger with Tenaris.  We continue to believe that a closing late
in the third quarter or early in the fourth quarter is realistic,
but depends principally on the timing of regulatory approvals."

Based in St. Louis, Missouri, Maverick Tube Corporation --
http://www.mavericktube.com/-- manufactures tubular products in
the energy industry for exploration, production, and transmission,
as well as industrial tubing products (steel electrical conduit,
standard pipe, pipe piling, and mechanical tubing) used in various
applications.

                           *     *     *

As reported in the Troubled Company Reporter on June 15, 2006,
Moody's Investors Service puts Maverick Tube Corporation's Ba3
Corporate Family Rating and B2 $250 million convertible senior
subordinated notes ratings under review for a possible upgrade.
The ratings review accompanies Maverick's pending acquisition by
Tenaris, S.A., which is not rated by Moody's, for $3.185 billion,
including the assumption of Maverick's net debt.


MICROFIELD GROUP: Accumulated Deficit Tops $111.6 Mil. at June 30
-----------------------------------------------------------------
Microfield Group, Inc., filed its consolidated financial
statements for the second quarter ended July 1, 2006, with the
Securities and Exchange Commission on Aug. 18, 2006.

For the three months ended July 1, 2006, the Company earned
$1 million of net income on $24.3 million of net revenues,
compared to a $162,463 net loss on $9 million of net revenues in
2005.

Since inception, the Company has financed its operations and
capital expenditures through public and private sales of equity
securities, cash from operations, and borrowings under bank lines
of credit.  At July 1, 2006, the Company had positive working
capital of approximately $7,118,000 and its primary source of
liquidity consisted of cash and its operating line of credit.

As of July 1, 2006, as a result of the private placement completed
on June 30, 2006, the Company had working capital of $7,118,000,
total liabilities of $50,048,000 (of which $22,985,000 is the
result of an imbedded derivative associated with outstanding
warrant liabilities) and an accumulated deficit of $111,664,000.

The Company has reduced its operating losses significantly from
prior years.  The current operating loss of $2,145,000 for the six
months ended July 1, 2006 includes $976,000 in stock based
compensation expense and $259,000 of expense due to the
amortization of intangible assets.  Because of these reduced
operating losses, and the reduction of a significant portion of
debt as a result of the capital infusion on June 30, 2006, the
Company believes it will have sufficient capital resources to meet
projected operating cash flow needs for the next twelve months.

The Company had no commitments for capital expenditures in
material amounts at July 1, 2006.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?10f0

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 4, 2006,
Russell Bedford Stefanou Mirchandani LLP in McLean, Virginia,
raised substantial doubt about the ability of Microfield Group to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the company's recurring losses and
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

                      About Microfield Group

Headquartered in Portland, Oregon, Microfield Group, Inc. --
http://www.microfield.com/-- is engaged in the arena of energy
related technology products and services.  Through its
subsidiaries, Microfield offers an array of new technologies for
energy production, distribution, and management.  Microfield also
offers services within other segments including data, telephony
and fire/life/security systems.  The company's strategic objective
is to grow its customer base and brand value to capitalize on
acquisition opportunities and strategic partnerships that broaden
its product and service offerings in the energy field.


MIDLAND EURO: Trustee Can't Pursue Extraterritorial Fraud Claim
---------------------------------------------------------------
Christopher R. Barclay at LECG, LLC, the Chapter 7 Trustee
cleaning up a $100 million Ponzi scheme orchestrated by Midland
Euro, Inc., Midland Euro Exchange, Inc., Midland Group, Inc., and
other related entities, sued to recover $897,000 of pre-petition
foreign exchange fees and commissions paid to Swiss Financial
Corporation, Ltd.

On June 12, 2006, Swiss Financial filed a motion to dismiss the
Trustee's complaint, arguing that Congress did not intend 11
U.S.C. Sec. 548 to apply extraterritorially and that the
Bankruptcy Court should abstain from exercising jurisdiction over
the lawsuit on the grounds of international comity.  In response,
the Trustee argued that Congress intended to extend its reach
extraterritorially, and that holding otherwise would create a
loophole in the Bankruptcy Code by creating the means for
unscrupulous debtors to conceal their assets abroad and therefore
outside the reach of the U.S. bankruptcy system.

The Honorable Geraldine Mund of the U.S. Bankruptcy Court for the
Central District of California held a hearing on July 19, 2006.
In a Memorandum Opinion dated Aug. 16, 2006, and published at 2006
WL 2374327, Judge Mund granted Swiss Financial's motion to
dismiss.

The transferor, Judge Mund observes, was a Barbados corporation,
and the transferee was an English corporation.  The funds
originated from a bank account in London and, although transferred
through a bank account in New York, eventually ended up in another
bank account in England.

"Whether Congress intended to extend the reach of the fraudulent
transfer statute extraterritorially is a matter of great practical
concern for the parties," Judge Mund says.  "If the
extraterritorial application of Sec. 548 is upheld, the Trustee
would be able to recover from SFC by merely proving the existence
of a Ponzi scheme and the fact that the transfers actually
occurred.  Otherwise, the Trustee will not only face the
logistical difficulties of bringing the suit in England, but he
will also have to prove, under British law, that SFC had actual
knowledge of the Midland Entities' scheme to defraud its
creditors."

"[S]ince I can find no evidence of congressional intent to extend
the application of Sec. 548 extraterritorially," Judge Mund says,
"the Trustee may not pursue his claims against SFC under this
statute."

The Chapter 7 Trustee can be reached at:

     Christopher R. Barclay
     LECG, LLC
     600 Anton Blvd., Suite 1350
     Costa Mesa, CA 92626
     Telephone (714) 662-0800

LECG (Nasdaq: XPRT) is a global expert services firm that provides
expert analysis, testimony, authoritative studies, and strategic
advisory services to clients around the world.

Mr. Barclay is represented by:

     Leonard I. Gumport, Esq.
     Aleksandra Zimonjic, Esq.
     Gumport | Reitman
     550 South Hope Street, Suite 825,
     Los Angeles, CA 90071-2627
     Telephone (213) 452-4900

Howard Steinberg, Esq., at Irell & Manella LLP, represented Swiss
Financial in this matter.

Starting in 1999, Midland Euro, Inc., Midland Euro Exchange, Inc.,
Midland Group, Inc., and other related entities were used by their
founders, owners, and principals -- Moshe and Zvi Leichner -- to
collect money from investors all over the world with a promise of
extraordinary returns from trades in the foreign exchange market.
The Ponzi scheme unraveled in 2003.  Moshe and Zvi Leichner each
pleaded guilty to felony fraud and money-laundering charges and
were sentenced to 20 years and 11 years in federal prison,
respectively, and a restitution judgment of $98 million.  United
States v. Moshe Leichner and Zvi Leichner (C.D. Calif. Case No. CR
03-568).  On May 8, 2003, involuntary Chapter 7 bankruptcy
petitions were filed against the Leichners and the Midland
Entities (Bankr. C.D. Calif. Case Nos. SV 03-13981-GM, SV 03-
13982-AG, SV 03-13986-AG, SV 03-13987-AG and SV 03-13989-AG).  By
the bankruptcy court's order entered on May 16, 2003, the Debtors'
Estates were substantively consolidated.  Thereafter, on June 18,
2003, a Chapter 7 Trustee was appointed by the Court.  As of
today, proofs of claim totaling more than $100 million have been
filed against the Estate, including millions of dollars owed to
investors.


MULTIPLAN INC: Private Healthcare Merger Cues S&P's Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' counterparty
credit rating on MultiPlan Inc. on CreditWatch with negative
implications.

The rating action follows the announcement that MultiPlan will
acquire Private Healthcare Systems, which is the largest
proprietary primary PPO network in the U.S. as well as the
second-largest independent care management provider.

"We placed the rating on CreditWatch because of our concern about
MultiPlan's capacity to support the increased financial burden and
its ability to effectively manage the integration risks associated
with this material acquisition," said Standard & Poor's credit
analyst Joseph Marinucci.

Standard & Poor's will meet with MultiPlan and its financial
representatives to discuss prospective capital structure and
business plans.

Following Standard & Poor's review, the rating could be lowered by
one notch, a negative outlook could be assigned, or both.


NATURADE INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Naturade Inc.
        aka Ageless
        dba Symbiotics
        aka Re-Vivex
        601 Valencia Avenue, Suite 150
        Brea, CA 92823

Bankruptcy Case No.: 06-11493

Type of Business: The Debtor is a distributor of nutraceutical
                  supplements.  See http://www.naturade.com/

Chapter 11 Petition Date: August 31, 2006

Court: Central District Of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Richard H. Golubow, Esq.
                  Robert E. Opera, Esq.
                  Sean A. O'Keefe, Esq.
                  Winthrop Couchot P.C.
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  Fax: (949) 720-4111

Debtor's financial condition as of June 30, 2006:

      Total Assets: $10,255,402

      Total Debts:  $18,427,161

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Nellson Nutraceutical                     $891,667
5801 Ayala Avenue
Irwindale, CA 91706
Tel: (626) 815-3376
Fax: (626) 812-6511

CSB Nutrition Group                       $535,831
P.O. Box 196
Pleasant Grove, UT 84062-0196
Tel: (801) 796-2056
Fax: (801) 796-2042

Omni-Pak                                  $492,254
5115 East La Palma
Anaheim, CA 92807
Tel: (714) 765-7127

Omni-Pak
2100 Smithtown Avenue                     $138,495
Ronkonkoma, NY 11779
Tel: (800) 926-6090

BDO Seidman, LLP                          $230,526
1900 Avenue of the Stars, 11th Floor
Los Angeles, CA 90067
Tel: (310) 557-0300
Fax: (310) 557-1777

Advanced Protein Systems                  $188,697
601 South 54th Avenue, Suite 101
Phoenix, AZ 85043

Irvine Co./JBC I & II 14370               $144,735

Sheppard Mullin Richter, et al.           $134,002

Consolidated Services                     $109,507

Symco, Inc.                                $77,598

Abco Laboratories, Inc.                    $65,141

Semple & Cooper, LLP                       $59,478

Yellow Transportation, Inc.                $55,292

Allure Cosmetics Inc.                      $49,684

Natural Products Expo                      $37,099

SC Staffing Solutions Inc.                 $35,937

Natural Specialties Inc.                   $33,032

Ullman Shapiro & Ullman                    $26,616

FedEx Freight West                         $25,661

Whole Foods Market                         $22,810


NEOMEDIA TECH: Gets $5 Mil. Secured Financing on Debenture Sale
---------------------------------------------------------------
NeoMedia Technologies, Inc., has secured $5 million in financing
through the sale of a secured convertible debenture to Cornell
Capital Partners, LP.

David Dodge, vice president and CFO of NeoMedia, said the
$5 million was originally due upon registration of shares
underlying the previous $27 million convertible preferred
agreement, but was moved forward and changed from a convertible
preferred stock sale to a convertible debenture by both parties.
The debenture bears an interest at a rate of 10% per annum, is
convertible at Cornell's option into shares of NeoMedia common
stock at a price equal to 90% of the lowest closing bid price for
the 30 days prior to conversion, and matures three years from
issuance.

Mr. Dodge also said that, in connection with the $5 million
secured convertible debenture, NeoMedia and Cornell entered into a
Pledge and Security Agreement, pursuant to which NeoMedia pledged
all of its assets as security for the convertible debenture.  In
addition, he said that NeoMedia issued 125 million warrants to
purchase shares of common stock to Cornell with exercise prices
between $0.05 and $0.25 per share, and repriced an additional 85
million warrants previously issued to Cornell with exercise prices
ranging from $0.25 to $0.50 to new exercise prices between $0.10
and $0.15.

With this tranche of the funding agreement completed, Mr. Dodge
said NeoMedia can receive up to an additional $36 million from
Cornell upon exercise of all warrants issued or repriced under
this arrangement, if and when the stock price is high enough
for the warrants to be exercised.

                    About NeoMedia Technologies

Headquartered in Fort Myers, Florida, NeoMedia Technologies, Inc.
(OTC BB: NEOM) -- http://www.neom.com/-- is a global company
offering leading edge, technologically advanced products and
solutions for companies and consumers, built upon its solid family
of patented products and processes, and management experience and
expertise.  Its NeoMedia Mobile group of companies offers end-to-
end mobile enterprise and mobile marketing solutions, through its
flagship qode(R) direct-to-mobile-web technology and ground-
breaking products and services from 4 (shortly to be 5) of the
USA's and Europe's leading mobile
marketing providers.

                        Going Concern Doubt

Stonefield Josephson, Inc., expressed substantial doubt about
NeoMedia Technologies' ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
year ended Dec. 31, 2005.  The auditing firm pointed to the
Company's operating losses, negative cash flows from operations
and working capital deficit.


NETGURU INC: Inks Merger Deal with BPO Management
-------------------------------------------------
netGuru, Inc., entered into definitive agreements to merge
with privately held BPO Management Services, Inc., and divest
its Indian engineering business process outsourcing operations and
related assets.

The proposed merger would result in BPOMS becoming a wholly-owned
subsidiary of netGuru, with BPOMS' stockholders exchanging their
shares of BPOMS common stock and preferred stock for shares of
netGuru common stock and preferred stock, and netGuru assuming the
obligations under BPOMS' outstanding options and warrants.
It is anticipated that BPOMS stockholders would then hold
approximately 90% of netGuru's equity interests that would be
outstanding immediately following the consummation of the merger,
excluding most new equity or equity-based securities, if
any, issued by netGuru or BPOMS after Aug. 29, 2006.  The
divestiture of the Indian operations would occur simultaneously
with the merger and involve the transfer of netGuru's Indian
subsidiary and certain additional assets and liabilities to an
entity owned and controlled by affiliates of netGuru, Inc.

Patrick Dolan, BPOMS' chief executive officer, commented: "We
believe our merger with netGuru would provide not only access
to the capital markets to support future growth but also key
software and technology to complement and strengthen our existing
operations.  Demand for back-office business process outsourcing
services, especially from the under-served middle market, is
rising, and with economic and business growth continuing, we
feel this merger represents a timely and strategic move."

In connection with the merger and divestiture, netGuru would
declare a cash dividend and conduct a reverse stock split.  If
declared, the cash dividend would be approximately $3.5 million,
or approximately 18 cents per share of netGuru common stock
outstanding prior to the planned reverse stock split, and
would become payable out of $1.5 million in cash expected to be
provided by BPOMS in the merger and $2 million in cash expected to
be received by netGuru from the divestiture.

After the declaration of the dividend but prior to the payment of
the dividend and consummation of the merger, netGuru would effect
a 1-for-30 reverse stock split of its approximately 19.2 million
outstanding common shares.  In addition, netGuru would create
three series of preferred stock containing, among other terms,
various conversion, liquidation, redemption, voting, director
election, and board observation provisions.  Shares of BPOMS
preferred stock would convert into shares of the newly created
netGuru preferred stock at the closing of the proposed merger.

If all closing conditions are met, the merger and divestiture are
anticipated to be completed by December 2006.  After the merger
and divestiture are completed, the Company's remaining operations
-- Web4 enterprise content management software and netGuru Systems
-- would be integrated into BPOMS' existing operations.  BPOMS'
management team would assume the Company's executive and other
management positions, although it is anticipated that netGuru's
chief financial officer, Bruce Nelson, and chief operating
officer, Koushik Dutta, will retain their current positions.

                           About netGuru

netGuru, Inc. (Nasdaq: NGRU) -- http://www.netguru.com/--
offers engineering business process outsourcing services for the
architecture, engineering, and construction industry; document and
project collaboration software and solutions for those industries;
enterprise software providers, software integrators, and other
businesses engaged in document and project-centric operations; and
technical services and support.  netGuru offices are located in
the United States, Europe, and India.

                        Going Concern Doubt

Haskell & White LLP in Irvine, Calif., raised substantial doubt
about netGuru, Inc.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended March 31, 2006.  The auditor pointed to the Company's
operating losses; negative cash flows from operations; sale of a
significant portion of its operating assets; partial liquidation
distribution to stockholders during the year ended March 31, 2006;
and contemplation of selling additional operating assets.


NEW WORLD RESTAURANT: Equity Deficit Widens to $139MM in 6 Months
-----------------------------------------------------------------
New World Restaurant Group, Inc., incurred a $1.54 million net
loss on $97.96 million of net revenues for the second quarter
ending July 4, 2006, the Company disclosed on a Form 10-Q report
filed with the Securities and Exchange Commission.

As of July 4, 2006, the Company's balance sheet showed
$127.79 million in assets and $267.05 million of liabilities.
The Company's equity deficit widened to $139.25 million at
July 4, 2006, from a $126.21 million deficit as of Jan. 3, 2005.

             Working Capital Deficit and Cash Flows

As of July 4, 2006, the Company had unrestricted cash of
$4.7 million, restricted cash of $3 million and no outstanding
borrowings under its revolving facility.  The Company's working
capital deficit increased to $11.9 million at July 4, 2006, from
$11.7 million at Jan. 3, 2006, primarily due to the short-term
classification of principal payments due under its first lien term
loan.  Due to increased profitability, the timing of operational
receipts and payments, and the inclusion of $4 million in a
prepayment penalty incurred upon redemption of the $160 million
notes as reflected in the Company's net loss, net cash of
$4.2 million was provided by operating activities for the year
to date period ended July 4, 2006, compared with net cash of
$8.1 million for the year to date period ended June 28, 2005.

Based upon the Company's projections for 2006 and beyond, its
management believes that the Company's various sources of capital,
including availability under existing debt facilities, ability to
raise additional financing, and cash flow from operating
activities of continuing operations, are adequate to finance
operations as well as the repayment of current debt obligations.

According to Richard P. Dutkiewicz, the Company's chief financial
officer, If the Company is unable to generate sufficient cash flow
to make payments on its debt, it may has to pursue one or more
alternatives, such as reducing or delaying capital expenditures,
refinancing its debt on terms that are not favorable to the
Company or selling assets.

                  Liquidity and Capital Resources

The Company's management believes the Company will generate
sufficient cash flow and have sufficient availability under its
revolving credit facility to fund operations, capital expenditures
and required debt and interest payments.  The Company's inventory
turns frequently since its products are perishable.  Accordingly,
the Company's investment in inventory is minimal.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?10f6

Headquartered in Golden, Colorado, New World Restaurant Group,
Inc. (OTC: NWRG.PK) -- http://www.newworldrestaurantgroup.com/--  
is a leading company in the quick casual restaurant industry that
operates locations primarily under the Einstein Bros. and Noah's
New York Bagels brands and primarily franchises locations under
the Manhattan Bagel brand.  As of Jan 3, 2006, the Company's
retail system consisted of 626 locations, including 435 company-
owned locations, as well as 121 franchised and 70 licensed
locations in 34 states, and the District of Columbia.  The Company
also operates a dough production facility.


NEWPARK RESOURCES: Shutting Down Newpark Environmental Operations
-----------------------------------------------------------------
Newpark Resources, Inc., plans to shut down the operations of
Newpark Environmental Water Solutions, LLC, and dispose of or
redeploy all of the assets used in connection with its operations.

Paul Howes, president and chief executive officer, commented,
"Based on our ongoing assessment of our portfolio of assets, we
have determined that the technology behind NEWS is not currently
commercially viable.  As a result, we are not willing to commit
further resources to this venture.  Based on the losses incurred
by NEWS to date and the prospect that the business will continue
to incur substantial losses combined with the fact that NEWS is
not part of our strategic direction going forward, we have decided
to exit this business."

In connection with the shut down of the NEWS operations, the
Company expects to record a non-cash pre-tax impairment charge of
approximately $20 million in the third quarter of 2006 against the
assets attributable to the water treatment business, relating to
the write-down of investments in property, plant and equipment of
approximately $18 million and advances and other capitalized costs
associated with certain agreements of approximately $2 million.

In addition, the Company expects to incur pre-tax cash charges for
severance and other exit costs in the range of $4 million to
$4.5 million.

The Company expects to begin facilities shut down mid September
and start the site closure process as soon as all existing
projects have been completed.  The Company is beginning the
process of exploring possible sale of existing equipment and
facilities.

            About Newpark Environmental Water Solutions

Newpark Environmental Water Solutions, LLC, was formed in early
2005 to commercialize in the United States and Canada a
proprietary and patented water treatment technology owned by a
Mexican company. This new technology uses principles of
sonochemistry to remove dissolved solids from wastewater.

                   About Newpark Resources, Inc.

Newpark Resources, Inc., (NYSE: NR) -- http://www.newpark.com/--  
is a worldwide provider of drilling fluids,environmental waste
treatment solutions, and temporary worksites and access roads for
oilfield and other commercial markets.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 15, 2006
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'1' recovery rating to oil field services company Newpark
Resources Inc.'s (B+/Watch Neg/--) planned $150 million senior
secured term loan.  The 'BB-' rating was also placed on
CreditWatch with negative implications.  All the ratings on the
company are on CreditWatch.

As reported in the Troubled Company Reporter on Aug. 14, 2006
Moody's Investors Service assigned a B2 rating to Newpark
Resources, Inc.'s new $150 million five-year senior secured term
loan facility.  At the same time, Moody's affirmed Newpark's B1
Corporate Family Rating and B3 senior subordinated note rating.
The rating outlook remains negative pending the filing of its
financial statements for the last five fiscal years, as well as
for the fiscal quarters within 2004 and 2005.


NOMURA HOME: Fitch Rates $10.7 Mil. Class B-2 Certificates at BB+
-----------------------------------------------------------------
Fitch Ratings assigned these ratings to Nomura Home Equity Loan
Trust, series 2006-HE3:

  -- $809,958,000 classes I-A-1, II-A-1, II-A-2, II-A-3,
     II-A-4 'AAA'

  -- $43,534,000 class M-1 'AA+'

  -- $40,309,000 class M-2 'AA'

  -- $24,723,000 class M-3 'AA'

  -- $21,498,000 class M-4 'AA-'

  -- $19,886,000 class M-5 'A+'

  -- $18,273,000 class M-6 'A'

  -- $17,198,000 class M-7 'A-'

  -- $15,048,000 class M-8 'BBB+'

  -- $11,286,000 class M-9 'BBB'

  -- $10,749,000 privately offered class B-1 'BBB-'

  -- $10,749,000 privately offered class B-2 'BB+'

The 'AAA' rating on the senior certificates reflects the 24.65%
total credit enhancement provided by the:

   * 4.05% class M-1;

   * 3.75% class M-2;

   * 2.30% class M-3;

   * 2.00% class M-4;

   * 1.85% class M-5;

   * 1.70% class M-6;

   * 1.60% class M-7;

   * 1.40% class M-8;

   * 1.05% class M-9;

   * 1.00% privately offered class B-1;

   * 1.00% privately offered class B-2; and

   * fully funded initial and target overcollateralization
     of 2.95%.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings on the certificates
reflect the quality of the underlying collateral, and Fitch's
level of confidence in the integrity of the legal and financial
structure of the transaction.

The mortgage pool consists of first and second lien, fixed and
adjustable-rate mortgage loans with an aggregate principal balance
of approximately $1,074,928,098 as of the cut-off date, Aug. 1,
2006.

The weighted average FICO score is 621.  The weighted average loan
rate is approximately 8.160%.  The weighted average remaining term
to maturity is 350 months.  The average principal balance of the
loans is approximately $182,037.  The weighted average original
loan-to-value ratio is 80.07%.

The properties are primarily located in:

   * California (30.64%),
   * Florida (14.82%), and
   * Maryland (5.55%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Nomura Home Equity Loan, Inc. deposited the loans into the trust,
which issued the certificates, representing beneficial ownership
in the trust.  HSBC Bank USA, National Association, will act as
Trustee.  Ocwen Loan Servicing, LLC (rated 'RPS2' by Fitch) and
Wells Fargo Bank, N.A. (rated 'RMS1' by Fitch) will act as
servicers for this transaction. Wells Fargo Bank, N.A (rated
'RMS1' by Fitch) will also act as master servicer.

For federal income tax purposes, the trust fund will comprise
multiple real estate mortgage investment conduits, organized in a
tiered REMIC structure.


NORTHWEST AIRLINES: Wants Amadeus' Compel Motion Denied
-------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to deny
Amadeus IT Group, S.A.'s request to compel them to assume or
reject a Participating Carrier Agreement dated Feb. 16, 1990,
between Northwest Airlines, Inc., and Amadeus Marketing S.A.R.L.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, argues that compelling assumption or rejection of
the Agreement between Northwest Airlines and Amadeus Marketing,
at the current stage of Northwest's Chapter 11 case will impede
the Debtor's ability to reform its distribution cost structure,
an important element of its restructuring.

The Debtors, according to Mr. Petrick, are making significant
progress toward their reorganization but have not had sufficient
opportunity to review their financial condition to determine
whether to assume or reject each of their executory contracts,
including the Agreement.

On the other hand, Mr. Petrick contends, Amadeus does not face
damages beyond available bankruptcy remedies.

Amadeus argues that the damage posed to its business outweighs
any compensation available under the Bankruptcy Code because the
relevant harm suffered by Amadeus is to its reputation and
goodwill and thus cannot be reduced to monetary terms.

Mr. Petrick, however, asserts that the Amadeus' argument has no
bearing on whether Northwest's assumption or rejection
determination should be expedited.  He notes that a debtor's
decision to assume or reject an executory contract or unexpired
lease is initially based solely on the debtor's business
judgment.  The focus of whether the debtor exercised sound
business judgment is premised on the best interests of the debtor
and its creditors, rather than the best interests of contractual
counterparties.

Mr. Petrick maintains that Amadeus will suffer no additional
damage by denial of its request to compel Northwest's lease
decision.  To the extent Northwest rejects the Agreement, as is
its right, Amadeus will have the ability to file a claim against
Northwest for rejection damages, if any.  If, on the other hand,
Northwest assumes the GDS Agreement, the dispute over the Policy
will remain.  "Accordingly, an expedited assumption or rejection
determination will not place Amadeus in any better position that
it is right now," he says.

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


OMNE STAFFING: Ch. 11 Trustee Wants to Expand Vargas' Retention
---------------------------------------------------------------
Charles M. Forman, the trustee appointed in Omne Staffing Inc. and
its debtor-affiliates' chapter 11 cases, asks the U.S. Bankruptcy
Court for the District of New Jersey to expand the scope of Jones
Vargas, P.A.'s retention as his special counsel, nunc pro tunc to
Aug. 24, 2006.

In addition to Jones Vargas' services under a Feb. 4, 2005 Court
order approving its retention, the Trustee wants the Firm to
represent the estate's interest with respect to the probate of the
last will and testament of Barry M. Sinnins, one of the Debtors'
principals, in Las Vegas, Clark County, Nevada.

Jones Vargas has agreed to represent the Trustee at its customary
hourly rates, on a pro rata basis.

The Trustee tells the Court that Jones Vargas has the requisite
experience in real estate, probate and decedent estate, bankruptcy
and state and federal court litigation.

Janet L. Chubb, Esq., an attorney at Jones Vargas, assures the
Court that the Firm does not hold any interest adverse to the
Debtors and is disinterested within the meaning of Sec. 101(14) of
the Bankruptcy Code.

Headquartered in Cranford, New Jersey, Omne Staffing Inc. and its
debtor-affiliates filed for chapter 11 protection on April 9, 2004
(Bankr. D. N.J. Case No. 04-22316).  John K. Sherwood, Esq., at
Lowenstein Sandler represents the Debtors in their restructuring
efforts.  Charles M. Forman serves as trustee, and is represented
by Gail B. Cooperman at Forman, Holt & Eliades LLC.  When the
Company filed for protection from their creditors, they listed
both estimated debts and assets of over $10 million.


ORTHOFIX INT'L: Blackstone Merger Cues Moody's to Lower Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Orthofix International N.V. (Orthofix) to Ba3 from Ba2. The
outlook remains stable.

Moody's also assigned a Ba3 rating to the proposed $375 million
senior secured credit facilities of Orthofix Holdings Inc., a
subsidiary of Orthofix International N.V.

These rating actions follow the Aug. 7, 2006 announcement that
Orthofix signed a definitive agreement to acquire Blackstone
Medical Inc. for a total transaction value of $345 million,
including fees and expenses.  Moody's anticipates the transaction
will be financed with a proposed $330 million term loan and $15
million cash.

Moody's expects the company will have no borrowings under its
proposed $45 million senior secured revolving credit facility.
Blackstone, with its headquarters in Springfield, Massachusetts,
is a privately owned U.S. company that designs, develops and
markets spinal implants and instruments used in spinal surgery.
For the 12 months ended June 30, 2006, Blackstone generated over
$70 million in revenue.

The downgrade primarily reflects a significant increase in the
company's debt leverage, as measured primarily by its cash flow
coverage of debt and EBIT coverage of interest expense, because
the transaction is predominantly financed with the issuance of
debt.

These ratings were assigned to Orthofix Holdings Inc., a
subsidiary of Orthofix International N.V, in conjunction with
the proposed Blackstone acquisition:

   * $45 million Senior Secured Revolver, due 2012, rated Ba3
   * $330 million Senior Secured Term Loan B, due 2013, rated Ba3

Moody's downgraed the Corporate Family Rating of Orthofix
International N.V. to Ba3, from Ba2

Moody's will also withdraw these ratings assigned to Colgate
Medical, Ltd., a subsidiary of Orthofix International, Inc.,
as all debt has been paid:

   * Colgate Medical, Ltd. Ba2 $110 million five-year term loan
   * Colgate Medical, Ltd. Ba2 $15 million five-year revolver

Orthofix International N.V., a limited liability company,
organized under the laws of the Netherlands Antilles, is a
provider of pre and post operative products to the orthopedic
market place.  The company reported $313 million in net sales
during 2005.


PERSISTENCE CAPITAL: Court Converts Case to Chapter 7 Liquidation
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the request of David Hahn, the Chapter 11 trustee
appointed in Persistence Capital LLC's bankruptcy case, to convert
the Debtor's case into a liquidation proceeding under Chapter 7 of
the Bankruptcy Code.

The Trustee had argued that the liquidation of the Debtor's estate
could be completed more efficiently under a chapter 7 proceeding.

As reported in the Troubled Company Reporter on July 26, 2006, the
Trustee believed the only remaining significant assets of the
estate were:

   a) potential interests in certain life insurance policies and
      death benefits issued by Transamerica Insurance & Investment
      Group; and

   b) fraudulent conveyance and other claims against the Debtor,
      certain insiders of the Debtor, and other third parties.

The value of these assets are currently unknown.

Based in Westlake Village, California, Persistence Capital LLC --
http://persistencecapitalllc.com/-- filed a voluntary chapter 11
petition on Sept. 13, 2005 (Bankr. C.D. Calif. Case No. 05-16450).
Lawrence R. Young, Esq., in Downey, California, represents the
Debtor in its restructuring proceedings. David Hahn, the Court-
appointed Chapter 11 trustee, is represented by Steven J.
Schwartz, at Danning, Gill, Diamond, and Kollitz, in Los Angeles,
California.  When the Debtor filed for protection from its
creditors, it listed $85,000,000 in total assets and $28,602,241
in total debts.


PHOTRONICS INC: Earns $4.6 Million in Quarter Ended July 30
-----------------------------------------------------------
Photronics, Inc.'s net income for the third quarter of fiscal 2006
ended July 30, 2006 amounted to $4.6 million, compared to the
prior year's third quarter net income of $14.8 million.  Net
income for the third quarter of 2006 included a charge of
$1.8 million after tax in connection with the restructuring of the
Company's operations in North America.

Sales for the quarter were $108.2 million, down 5.9%, compared to
$114.9 million for the third quarter of 2005.  Semiconductor
photomasks accounted for $87.2 million or 80.6% of revenues during
the third quarter of fiscal 2006, while sales for flat panel
display photomask sets accounted for $21 million or 19.4%.

Net income for the first nine months of fiscal 2006 amounted to
$19.5 million, compared to the prior year's first nine months net
income of $29.9 million.

Sales for the first nine months of 2006 were $339.6 million, up
3.2% from the $329 million for the first nine months of fiscal
2005.  Semiconductor photomasks accounted for $264.5 million or
77.9% of revenues during the first nine months of fiscal 2006,
while sales for FPD photomask sets accounted for $75.1 million or
22.1%.

A market driven slowdown in FPD business impacted the Company's
performance during the quarter.  In the semiconductor business,
the Company's performance was largely in line with expectations
across all three regions it serves, as the Photronics team
continues to execute the Company's strategic plan," commented
Michael J. Luttati, Chief Executive Officer.

"We expect conditions in our FPD business to begin improving over
the next several months and are already seeing signs of
improvement.  Furthermore, we were encouraged that even in this
difficult environment, Photronics outperformed its competitors,
gaining market share by leveraging our unique technology and
service leadership advantage.  It is this type of performance
which illustrates how our global team has embraced the strategic
priorities of profitable technology leadership; tighter global
integration and market share leadership.  We remain committed to
achieving these goals."

Photronics, Inc. -- http://www.photronics.com/-- is a worldwide
manufacturer of photomasks.  Photomasks are high precision quartz
plates that contain microscopic images of electronic circuits.  A
key element in the manufacture of semiconductors and flat panel
displays, photomasks are used to transfer circuit patterns onto
semiconductor wafers and flat panel substrates during the
fabrication of integrated circuits, a variety of flat panel
displays and, to a lesser extent, other types of electrical and
optical components.  They are produced in accordance with product
designs provided by customers at strategically located
manufacturing facilities in Asia, Europe, and North America.

                           *     *     *

Photronics carry Moody's B1 rating and Standard & Poor's BB-
Corporate Credit Rating.


PORTRAIT CORP: Sees 75% Debt Cut Upon Chapter 11 Emergence
----------------------------------------------------------
Portrait Corporation of America, Inc., reached a voluntary,
consensual agreement with its key lenders to file a pre-negotiated
Chapter 11 restructuring plan, on Aug. 31, 2006, in order to keep
the company operationally strong and viable.  The plan will
simplify the company's capital structure, and upon court approval
of the Chapter 11 plan, certain bondholders will become equity
holders.

The company anticipates that due to the positive nature of the
consensual agreement that the Chapter 11 process will not be a
lengthy process but one measured in months.  This process creates
an orderly court protected process and, upon confirmation of the
plan will eliminate over 75% of the company's debt, strengthening
PCA's competitive position.

"After several months of productive dialogue between our major
creditors and our equity holders we have achieved an agreement
that will make PCA a much stronger company," R. David Alexander,
Chairman and CEO, said.

"We enter restructuring in a unique position in that our key
lenders are already on board with our plan.  Operationally we are
focused on producing strong fall results and with the elimination
of over $30 million in annual interest we will now have the
resources to truly compete.  I want our customers to know that
they can trust us to deliver the quality product they're
accustomed to and they will continue to be able to count on us for
even more choices and new products.  We appreciate the support we
have received from all parties concerned, particularly our own
associates.  We believe that this restructuring provides a very
bright future for our company."

Islam Zughayer from Berenson & Company is PCA's financial advisor,
and John Bae from Cadwalader, Wickersham & Taft LLP is PCA's legal
advisor.

                       About Portrait Corp.

Based in Matthews, North Carolina, Portrait Corporation of
America, Inc. - http://pcaintl.com/-- provides professional
portrait photography products and services to children, adults and
families in North America.  The Company operates portrait studios
within Wal-Mart stores and Supercenters in the United States,
Canada, Mexico, Germany and the United Kingdom.  The Company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to church
congregations and other institutions.

Portrait Corporation and eight subsidiaries filed for chapter 11
protection on Aug. 31, 2006 (Bankr. S.D.N.Y. Case No. 06-22541).
John H. Bae, Esq., Cadwalader Wickersham & Taft LLP represent the
Debtors' in their restructuring efforts.  Lawyers from Kirkland &
Ellis LLP represent the Debtors' outside directors.  Mesirow
Financial Consulting, LLC, is the Debtors' restructuring
accountants.  Berenson & Company LLC gives financial advice to the
Debtors.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 28, 2006,
Eisner LLP raised substantial doubt about Portrait Corporation of
America, Inc.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended Jan. 29, 2006.  The auditor pointed to the Company's
substantial net loss, negative working capital, stockholders'
deficiency, default of certain obligations, which were due on
June 15, 2006 and insufficient liquidity to meet those
obligations.


REFCO INC: Debtors & Trustee Hire UHY Advisors as Tax Consultants
-----------------------------------------------------------------
Refco, Inc., its debtor-affiliates and Marc S. Kirschner, the
court-appointed trustee for Refco Capital Markets, Ltd., obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to formally employ UHY Advisors NY, Inc., and its
affiliated entities as their tax advisors, nunc pro tunc to
Feb. 3, 2006.

As reported in the Troubled Company Reporter on Aug. 8, 2006, the
Debtors and the RCM Trustee believe that UHY, being the 14th
largest accounting firm of tax and business consultants in the
United States with an extensive network of affiliated firms
internationally, possesses expertise and knowledge to provide
services.

According to the Debtors, UHY will perform these necessary
services:

   (a) preparation, review and filing of federal, state and
       local tax returns and any amended returns, corresponding
       schedules, related documents, including any extensions of
       time to file tax returns as well as complex technical
       analysis of various issues and formulation of
       recommendations to the Debtors and the RCM Trustee;

   (b) attendance and assistance with meetings and examinations
       with Internal Revenue Service, international or state and
       local tax authorities, the executive management team at
       Refco, Inc., the Chapter 11 and Chapter 7 trustees for RCM
       and Refco, LLC;

   (c) advice and assistance regarding transaction taxes, state
       and local sales and use taxes, and audits;

   (d) assembly and compilation of information necessary to
       prepare tax returns;

   (e) accounting, auditing and bookkeeping services;

   (f) review and assistance with any international tax-related
       issues and documents;

   (g) tax consulting and strategy services relating to several
       complex transactions;

   (h) consulting services relating to treatment of transactions
       for financial reporting purposes in accordance with GAAP;

   (i) assistance with organizing and cataloging the Debtors'
       books and records; and

   (j) performance of other tax-related services and accounting
       and audit-related services that are mutually agreed on by
       the Debtors, the Trustee and UHY.

The Debtors assure the Bankruptcy Court that UHY's services will
not result in unnecessary duplication of efforts in their
bankruptcy cases.

In accordance with an order authorizing the Debtors to employ and
compensate professionals used in ordinary course, payments are
subject to Court approval if they exceed $50,000 in any month, or
exceed an aggregate of $500,000 in the Debtors' cases.

The Debtors' payments to UHY have not exceeded these caps as of
July 14, 2006.

Under an engagement letter with the Debtors and the RCM Trustee,
UHY agreed to fix its professional fee at $400,000, along with a
$50,000 retainer, for services relating to preparation of certain
partnership and corporation tax returns.  Specific services that
are encompassed in the fixed fee are:

     Fee        Service
     ---        -------
     $150,000   New Refco Group Ltd. LLC Partnership Returns for
                short year Jan. 1, 2005, to Aug. 10, 2005;
                and

     $250,000   Refco Inc. Corporate Tax Returns for tax year
                starting Aug. 11, 2005, to June 30, 2006.

The fixed fee does not include any accounting, bookkeeping or
other support services necessary to prepare the returns.

For other services, UHY's standard hourly rates range from $150
for first year staff to $550 for managing directors.  It is UHY's
policy to adjust rates periodically to reflect economic and other
conditions.

Consistent with its policy with respect to its other clients, UHY
will bill for other charges and disbursements incurred, including
costs for long distance telephone usage, photocopying, travel,
messengers, computer usage and postage.

As of July 20, 2006, UHY has received $200,000 from the Debtors.
UHY will then apply to the Court for allowance of compensation
for professional services rendered and reimbursement of expenses
incurred in the Debtors' cases.  However, services subject to the
fixed fee arrangement will be subject to the jurisdiction and
approval of the Court and the U.S. Trustee under Section 328(a)
of the Bankruptcy Code.

Michael Greenwald, managing director of UHY, attests that the
firm:

   (i) does not have any connection with the Debtors or any
       other party-in-interest;

  (ii) is a "disinterested person," as that term is defined in
       Section 101(14); and

(iii) does not hold or represent any interest adverse to the
       Debtors' estates.

                          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: Committee Hires Wildman Harrold as Illinois Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Refco Inc., and
its debtor-affiliates obtained authority from the U.S. Bankruptcy
Court for the Southern District of New York to retain Wildman
Harrold Allen & Dixon, LLP, as its Illinois counsel for the Motion
to Compel, nunc pro tunc to July 14, 2006.

                         Motion to Compel

The Committee served in December 2005 a subpoena for Rule 2004
examination on Tone Grant, along with a Court-approved schedule of
documents to be produced.  To cure a defect in service, the
Creditors Committee again served the Subpoena on Mr. Grant in
January 2006.

Mr. Grant is the former president and chief executive officer of
Refco Inc.'s predecessor and owns 50% of Refco Group Holdings,
Inc., which is the center of alleged fraudulent conduct involving
concealment of an uncollectible receivable precipitating the
Debtors' bankruptcy.

Notwithstanding his integral involvement with Refco and RGHI, Mr.
Grant refuses to comply fully with the Subpoena served on him by
the Creditors Committee.

Subsequently, the Committee asked the Bankruptcy Court to compel
Mr. Grant's compliance with the Subpoena, which was issued from
the Northern District of Illinois that requires designation of
local counsel in a specific circumstance.

                     Wildman Harrold Retention

The Creditors Committee believes that Wildman Harrold has
extensive experience and knowledge in the field of creditors'
rights and bankruptcy law, and that the firm is well qualified to
represent the Committee.

Specifically, Wildman Harrold will:

   (a) serve as designated local counsel for the Committee in
       the Illinois Northern District, as required by Northern
       District of Illinois Local Bankruptcy Rule 2090-4;

   (b) receive service of notices, pleadings, and other
       documents related to the Motion to Compel, and promptly
       notify the Committee of their receipt and contents;

   (c) appear, in emergencies, on the Committee's behalf in the
       Illinois Northern District in proceedings related to the
       Motion to Compel; and

   (d) advise the Committee with respect to all aspects of state
       and federal law in Illinois relevant to the Motion to
       Compel.

Wildman Harrold's current hourly rates range from $335 to $565
for partners, $200 to $380 for associates, and $150 to $190 for
paralegals, subject to periodic firm-wide adjustments in ordinary
course of Wildman's business.  The Illinois counsel also intends
to apply to the Bankruptcy Court for payment of compensation and
reimbursement of expenses.

John A. Roberts, a partner at Wildman Harrold, attests that the
firm does not represent any other entity having an adverse
interest in connection with the Debtors' Chapter 11 cases.

                         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)


REGAL ENTERTAINMENT: Earns $16.6 Million in Quarter Ended June 29
-----------------------------------------------------------------
Regal Entertainment Group reported net income of $16.6 million in
the second quarter ended June 29, 2006, compared with net income
of $26.4 million for the same period in 2005.  Excluding loss on
debt extinguishment, net income totaled $35.6 million in the
second quarter of 2006 compared with $26.4 million in the same
period of 2005.

Total revenue for the quarter ended June 29, 2006 was
$684.6 million, a 6.5% increase from total revenue of
$643.1 million for the second fiscal quarter of 2005.

Regal's Board of Directors also declared a cash dividend of $0.30
per Class A and Class B common share, payable on Sept. 19, 2006,
to stockholders of record on Sept. 11, 2006.  The Company intends
to pay a regular quarterly dividend for the foreseeable future at
the discretion of the Board of Directors depending on available
cash, anticipated cash needs, overall financial condition, loan
agreement restrictions, future prospects for earnings and cash
flows as well as other relevant factors.

"Regal Entertainment Group is pleased to report solid financial
results for the quarter including growth in Adjusted EBITDA and
free cash flow," stated Mike Campbell, CEO of Regal Entertainment
Group.  "Our demonstrated ability to convert revenue growth into
increased free cash flow allowed us to continue providing
meaningful value to our stockholders," Campbell continued.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?10f8

Regal Entertainment Group -- http://www.REGmovies.com/-- is the
largest motion picture exhibitor in the world.  The Company's
theatre circuit, comprising Regal Cinemas, United Artists Theatres
and Edwards Theatres, operates 6,383 screens in 542 locations in
40 states and the District of Columbia.  Regal operates
approximately 18% of all indoor screens in the United States
including theatres in 43 of the top 50 U.S. markets and growing
suburban areas.

                           *     *     *

Regal Entertainment Group's $240 million of 3 3/4% Senior
Unsecured Convertible Notes due 2008 carry Moody's Investors
Service's B3 rating.  The Company also has Moody's Ba3 Corporate
Family Rating.


RIVIERA HOLDINGS: Aborted Merger Plan Cues S&P to Affirm B Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' ratings on
Las Vegas-based casino owner and operator Riviera Holdings Corp.
and removed them from CreditWatch, where they were placed with
developing implications on March 23, 2006.  The outlook is now
developing.

Total debt outstanding at June 30, 2006, was about $215 million.

The affirmation and CreditWatch resolution follow the company's
announcement that shareholders did not approve the agreement and
plan of merger by a certain investor group, which would have
provided for the acquisition of all outstanding stock at $17 per
share.  This investor group recently acquired substantially all of
the shares of common stock held by Riviera's CEO, William
Westerman.  As a result, this investor group now owns
approximately 18.3% of the outstanding common stock.

"There continue to be questions about Riviera's long-term
operating strategy, given its pursuit of strategic alternatives
and the more recent discussions to sell the company.  As a result,
the outlook is developing," said Standard & Poor's credit analyst
Peggy Hwan Hebard.


ROBINSON FOUNDRY: Creditor Should Have Read Mail Sent to Lockbox
----------------------------------------------------------------
The Honorable William R. Sawyer of the U.S. Bankruptcy Court for
the Middle District of Alabama says that a creditor to which a
notice of the claims bar date in Robinson Foundry, Inc.'s
bankruptcy proceeding was mailed at a lockbox address printed on
its invoice, with no indication that this address was only for the
debtor's payments and not for other correspondence, won't be
allowed to file a late proof of claim on an "excusable neglect"
theory, though, due to the fact that its manager did not read this
notice until after the bar date had passed, a responsible employee
was not aware of the bar date until after it expired, and though
allowing a late proof of claim would have no substantial impact on
the debtor's Chapter 11 case, in which a plan has not yet been
confirmed and a disclosure statement had not yet been accepted.
The creditor, the Court says in its ruling published at 2006 WL
2382520, had actual knowledge of the debtor's bankruptcy case
nearly four months earlier, yet did nothing to protect its rights.

Headquartered in Alexander City, Alabama, Robinson Foundry, Inc.
-- http://www.robinsonfoundry.com/-- owns and operates a foundry
that manufactures aluminum and iron products.  The Debtor is also
a General Motors and Honda of America supplier.  The Company
sought chapter 11 protection on January 28, 2006, listing $4.2
million in assets and $5.0 million in liabilities.  Von G. Memory,
Esq., at Memory Day & Azar, represents the company in its
restructuring.


SAINT VINCENTS: Plans to Spend $8 Million on Equipment Upgrades
---------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Saint Vincents
Catholic Medical Centers of New York and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
approve:

     a) the purchase of certain medical equipment from medical
        equipment vendors; and

     b) their entry into a lease agreement with Commerce
        Commercial Leasing, LLC, for certain medical equipment to
        be utilized by Saint Vincent's Hospital-Manhattan.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, in New York,
relates that as part of the Debtors' ongoing efforts to provide
state-of-the-art patient care, the Debtors routinely upgrade
their medical technology through lease and purchase of more
modern equipment.  The Debtors determined that they should make
around $8,000,000 in equipment upgrades for S.V. Manhattan over
the next few months.  The acquisitions include patient monitors
for the operating rooms, intensive care and critical care units,
computerized radiology equipment, a catheter lab unit, and other
specialized medical equipment for cardiology, radiology and
respiratory care functions.

A full-text copy of the Medical Equipment Schedule is available
for free at http://researcharchives.com/t/s?10b7

Mr. Oswald asserts that the Medical Equipment is critically
necessary to ensure that the Debtors maintain the high standard
in care for which they are known.  Aside from that, acquiring the
Medical Equipment will increase revenue and create cost savings
for the Debtors that would have been utilized to service and
repair the old equipment, Mr. Oswald adds.

The Debtors have sought out leading vendors of the Medical
Equipment and compared purchase pricing options to leasing
alternatives.  Mr. Oswald discloses that because the outright
purchase of all of the Medical Equipment would require significant
up-front cash outlays, the Debtors sought financing proposals from
various banking institutions to ascertain whether leasing would be
more advantageous financially than purchasing.

On Aug. 15, 2006, the Debtors received a lease proposal from
Commerce for a specific portion of the Medical Equipment for a
60-month lease with a monthly payment of $80,195 and interest of
up to 8.75%.  At the end of the lease term, the Debtors will
either (i) purchase the Leased Equipment at a stated value; or
(ii) renew the lease.

Mr. Oswald relates that the Debtors have decided to accept the
Proposal because it fulfills their needs for the Leased Equipment
at a lesser cost than if the equipment were purchased.

A full-text copy of Commerce's Lease Proposal is available for
free at http://researcharchives.com/t/s?10b8

As to the remaining Medical Equipment, Mr. Oswald says the Debtors
will use availability under their DIP financing facility in the
ordinary course of business to purchase the equipment.  The
Debtors' cap for capital expenditures under the DIP Facility for
2006 is $25,000,000.  If any expenditure would cause their
borrowings to exceed the cap, the Debtors will seek to amend the
DIP Facility, or obtain a waiver from their postpetition lenders,
before the expenditures are undertaken.

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


SECURAC CORP: June 30 Stockholder's Deficit Widens to $1.4 Million
------------------------------------------------------------------
Securac Corp. filed its second quarter financial statements for
the three months ended June 30, 2006, with the Securities and
Exchange Commission on Aug. 15, 2006.

The Company reported an CDN$832,524 net loss on CDN$633,391 of
total revenues for the three months ended June 30, 2006, compared
with a CDN$3,402,443 net loss on CDN$287,905 of total revenues for
the same period in 2005.

At June 30, 2006, the Company's balance sheet showed CDN$2,003,757
in total assets and CDN$3,410,406 in total liabilities, resulting
in a CDN$1,406,649 stockholders' deficit.  The Company had an
CDN$810,230 deficit at Dec. 31, 2005.

The Company's June 30 balance sheet also showed strained liquidity
with CDN$483,805 in total current assets available to pay
CDN$3,404,027 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?10fb

                        Going Concern Doubt

As reported in Troubled Company Reporter on Dec. 5, 2005,
Chisholm, Bierwolf & Nilson, LLC, raised substantial doubt about
the Company's ability to continue as a going concern based on
significant losses which have resulted in an accumulated deficit
of CDN$12,412,396 at September 30, 2005, a working capital deficit
of approximately CDN$2,010,000, and limited internal financial
resources.

                        About Securac Corp.

Securac Corp. provides enterprise risk management software
and services for the public sector, financial and Global 2000
companies.  The Company has developed risk management and
compliance solutions designed to enable organizations to identify,
measure, and manage information and physical risks,
and to assess their compliance against best practice standards.


SECURITIZED ASSET: Fitch Puts BB+ Rating on Class B-5 Certificate
-----------------------------------------------------------------
Fitch rated Securitized Asset Backed Receivables LLC, mortgage
pass-through certificates, series 2006-HE1:

  -- $595,796,000 classes A-1, A-2A, A-2B, A-2C and A-2D 'AAA'
  -- $59,580,000 class M-1 'AA'
  -- $43,051,000 class M-2 'A+'
  -- $12,300,000 class M-3 'A'
  -- $11,532,000,000 class B-1 'A-'
  -- $10,378,000 class B-2 'BBB+'
  -- $7,688,000 class B-3 'BBB'
  -- $6,919,000 privately offered class B-4 'BBB-'
  -- $7,689,000 privately offered class B-5 'BB+'

The 'AAA' rating on the publicly and privately offered senior
certificates reflects the 22.50% total credit enhancement provided
by:

   * the 7.75% class M-1;
   * the 5.60% class M-2;
   * the 1.60% class M-3;
   * the 1.50% class B-1;
   * the 1.35% class B-2;
   * the 1.00% class B-3;
   * the 0.90% privately offered class B-4;
   * the 1.00% privately offered class B-5; and
   * overcollateralization.

The initial and target OC is 1.80%.

In addition, the ratings also reflect:

   * the quality of the loans;

   * the soundness of the legal and financial structures; and

   * the capabilities of HomEq Servicing Corporation as servicer
     (rated 'RPS1' by Fitch) and Wells Fargo Bank, National
     Association as trustee.

The collateral pool consists of 4,393 fixed- and adjustable-rate
mortgage loans and totals $768.8 million as of the cut-off date.
Approximately 5.84% of the mortgage loans are secured by second
liens.

The weighted average original loan-to-value ratio is 80.75%.  The
average outstanding principal balance is $174,999, the weighted
average coupon is 8.437% and the weighted average remaining term
to maturity is 359 months.  The weighted average credit score is
618.  The loans are geographically concentrated in California
(16.67%), Florida (13.91%) and New York (10.92%).

Approximately 50.10% of the mortgage loans were originated by
Fremont Investment and Loan, 40.50% were originated by Aegis
Mortgage Corporation and 9.5% were originated by Decision One
Mortgage Company.


SEQUOIA MORTGAGE: Fitch Puts Low-B Ratings on Two Cert. Classes
---------------------------------------------------------------
Fitch rated Sequoia Mortgage Trust's mortgage pass-through
certificates, series 2006-1:

   -- $713,415,100 classes 1-A1A, 1-A1B, 1A2, 1-AR, 2-A1, 2-A2,
      3-A1, and 3-A2 'AAA'

   -- $16,765,000 class B-1 'AA'

   -- $5,589,000 class B-2 'A'

   -- $3,352,000 class B-3 'BBB'

   -- $2,236,000 class B-4 'BB'

   -- $1,862,000 class B-5 'B'

The class B-6 certificate is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.25%
subordination provided by the:

   * 2.25% class B-1;
   * 0.75% class B-2;
   * 0.45% class B-3;
   * 0.30% privately offered class B-4;
   * 0.25% privately offered class B-5; and
   * 0.25% privately offered class B-6 certificates.

The ratings on classes B-1, B-2, B-3, B-4 and B-5 certificates are
based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.

The ratings also reflect:

   * the quality of the mortgage collateral;

   * the capabilities of Wells Fargo Bank, National Association,
     as master servicer (rated 'RMS1' by Fitch); and

   * Fitch's confidence in the integrity of the legal and
     financial structure of the transaction.

The Sequoia Mortgage Trust 2006-1 consists of three pools of
hybrid, adjustable rate, fully amortizing 30 and 40-year mortgage
loans secured by first liens on one to four-family residential
properties, with an aggregate principal balance of $762,246,764,
and a weighted average principal balance of $574,847.  The
mortgage loans generally provide for a fixed interest rate during
an initial period of five or seven years from their origination
and adjust to the interest rate either every six months, based on
the six-month LIBOR index, or every twelve months, based either on
the one-year CMT index or the one-year LIBOR.

Approximately 84.66% of the loans have interest-only terms of
either five or ten years, with principal and interest payments
beginning thereafter.  Approximately 53% and 35% of the mortgage
loans were originated by Countrywide Home Loans, Inc. and ABN AMRO
Mortgage Group, Inc., respectively.

The remainder of the loans were originated by various mortgage
lending institutions.  The weighted average original loan-to-value
ratio is 72.31%, and a weighted average FICO of 739.  Second home
and investor-occupied properties comprise 6.07% and 0.37%,
respectively.

The states with the largest concentration of mortgage loans are
California (45.95%), and Illinois (6.05%).  All other states
represent less than 5% of the aggregate pool balance as of the
cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

A Delaware corporation and indirect wholly-owned subsidiary of
Redwood Trust, Inc., Sequoia Residential Funding, Inc., will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate holders.

For federal income tax purposes, an election will be made to treat
the trust as multiple real estate mortgage investment conduits.
HSBC Bank USA, National Association will act as trustee.


SHACKLETON RE: Moody's Rates $125 Million Variable Notes at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned ratings to these Notes and
Loans issued by Shackleton Re Limited, a special purpose Cayman
Islands exempted company for the benefit of Endurance Specialty
Insurance Ltd.:

   * Ba3 to the $125,000,000 Principal-at-Risk Variable Rate
     Notes due February 7, 2008,

   * Ba3 for up to $60,000,000 in Tranche B Loans, and

   * Ba2 for up to $50,000,000 in Tranche C Loans.

Investors in the Notes and Loans effectively provide reinsurance
coverage to Endurance Specialty Insurance Ltd. from certain
hurricanes in the North Atlantic and earthquakes in California.

Moody's ratings address the ultimate cash receipt of all required
interest and principal payments as provided by the governing
documents, and is based on the expected loss posed to holders of
Notes and Loans relative to the promise of receiving the present
value of such payments.  The rating is based on Moody's analysis
of the probability of occurrence of qualifying events, their
timing and the severity of losses experienced by investors should
those events occur during the risk period.

Moody's review of the transaction has included extensive review of
the technical basis, methodology and historical data used to
develop the probabilistic risk model used by RMS for the analysis
of potential losses and sensitivity analysis of critical
parameters of the model.

This review, together with a detailed analysis of the
transaction's legal structure and the financial strength of the
various parties to the transaction, provided Moody's with
sufficient comfort that the resulting ratings adequately captures
the risk to investors in these securities.


SPECTRUM BRANDS: Earns $2,545,000 in 2006 Third Fiscal Quarter
--------------------------------------------------------------
Spectrum Brands, Inc., earned $2,545,000 of net income on
$698,269,000 of net revenues for the third quarter ending
June 30, 2006, the Company disclosed on a Form 10-Q report filed
with the Securities and Exchange Commission.

As of June 30, 2006, the Company's balance sheet showed
$4,007,424,000 in assets and $3,127,405,000 in liabilities.

                  Liquidity and Capital Resources

For the fiscal 2006 nine months, operating activities provided
$8 million in net cash as compared to $131 million provided during
the same period last year.    Net cash provided by investing
activities was $34 million for the fiscal 2006 nine months as
compared with $1.640 billion used for the fiscal 2005 nine months.

Management believes the Company's cash flow from operating
activities and periodic borrowings under its credit facilities
will be adequate to meet the short-term and long-term liquidity
requirements of its existing business prior to the expiration of
those credit facilities.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?10ec

Headquartered in Atlanta, Georgia, Spectrum Brands, Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a consumer products
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25 retailers
and are available in more than one million stores in 120 countries
around the world.  The company's stock trades on the New York
Stock Exchange under the symbol SPC.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2006,
Fitch Ratings initiated rating coverage of Spectrum Brands, Inc.:

   -- Issuer Default Rating 'CCC'
   -- Senior secured bank facility 'B/RR1'
   -- Senior subordinated debentures 'CCC-/RR5'

Fitch said the Rating Outlook is Stable.

As reported in the Troubled Company Reporter on June 15, 2006,
Standard & Poor's Ratings Services affirmed its ratings on
Spectrum Brands Inc., including the 'B-' corporate credit rating.
S&P said the rating outlook is negative.

As reported in the Troubled Company Reporter on June 13, 2006,
Moody's Investors Service downgraded all ratings of Spectrum
Brands, Inc.  Ratings downgraded include Corporate family rating
to B3 from B2; $300 million senior secured revolving credit
facilities to B2 from B1; $1.2 billion senior secured term loan
facilities to B2 from B1; $700 million senior subordinated notes
due 2015 to Caa2 from Caa1, and $350 million senior subordinated
notes due 2013 to Caa2 from Caa1.


STEAKHOUSE PARTNERS: June 27 Working Capital Deficit Tops $10.3MM
-----------------------------------------------------------------
Steakhouse Partners, Inc., filed its consolidated financial
statements for the second quarter ended June 27, 2006, with the
Securities and Exchange Commission on Aug. 11, 2006.

For the three months ended June 27, 2006, the Company incurred a
$317,000 net loss on $12.7 million of net revenues compared to a
$36,000 net loss on $13.3 million of net revenues in 2005.

The Company's June 27 balance sheet also showed strained liquidity
with $1.7 million in total current assets available to pay
$12 million in total current liabilities coming due within the
next 12 months.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?10f1

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2006,
Mayer Hoffman McCann P.C. in San Diego, California, raised
substantial doubt about Steakhouse Partners, Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2004, and 2005.  The auditor pointed to the company's losses and
working capital deficiency.

                     About Steakhouse Partners

Steakhouse Partners, Inc., owns and operates 25 full-service
steakhouse restaurants located in eight states.  The restaurants
specialize in complete steak and prime rib meals, and also offer
fresh fish and other lunch and dinner dishes.  The Company serves
approximately 2.5 million meals annually and operates principally
under the brand names of Hungry Hunter, Hunter Steakhouse,
Mountain Jack's and Carvers.

Steakhouse Partners filed for Chapter 11 protection on Feb. 15,
2002 (Bankr. C.D. Calif. (Riverside Div.) Case No. 02-12648).  The
Company emerged from bankruptcy on Dec. 31, 2003, pursuant to a
Plan of reorganization.  As a result of the Plan of
Reorganization, all shares of the Company's common stock,
preferred stock, stock options and warrants outstanding as of
Dec. 31, 2003, were cancelled and no longer exist.

On March 22, 2004, 4,500,000 shares of the Company's "new" common
stock were issued in connection with the Company's emergence from
bankruptcy.  As of that date, the only validly issued and
outstanding shares of the Company's common stock are those, which
have been issued by the Company since March 22, 2004, and trade
under the symbol "STKP.PK".


STRUCTURED ADJUSTABLE: Fitch Rates Four Cert. Classes at Low-Bs
---------------------------------------------------------------
Structured Adjustable Rate Mortgage Loan Trust's $1.135 billion
mortgage pass-through certificates, series 2006-8, which closed
Aug. 31, 2006, were rated by Fitch Ratings:

  -- $1.083 billion classes 1-A1, 1-A2, 1-A2X, 1-A3, 1-AX, 2-A1,
     2-A2, 2-A3, 2-AF, 2-AS, 2-A4, 3-A1, 3-A2, 3-A3, 3-A4, 3-A5,
     3-A5X, 3-AF, 3-AS, 3-A6, 4-A1, 4-A2, 4-A3, 4-A3X, 4-A4, 4-A5,
     4-AX and R 'AAA'

  -- $25.0 million classes B1-I, B1-II and B2-II 'AA'

  -- $10.2 million classes B2-I, and B3-II 'A'

  -- $7.4 million classes B3-I and B4-II 'BBB'

  -- $1.7 million classes B4-I and B5-II 'BBB-'

  -- $3.2 million classes B5-I and B6-II 'BB'

  -- $3.9 million classes B6-I and B7-II 'B'

The 'AAA' rating on the group 1 senior certificates reflects the
5.00% total credit enhancement provided by the group 1 subordinate
bonds.  The 'AAA' rating on the group 2 senior certificates
reflects the 4.75% enhancement provided by the group 2 subordinate
bonds.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses.

In addition, the ratings reflect:

   * the quality of the mortgage collateral;

   * the strength of the legal and financial structures; and

   * the master servicing capabilities of Aurora Loan Services,
     Inc., which is rated 'RMS1-' by Fitch.

Group 1 consists of 549 adjustable-rate, conventional, first lien
residential mortgage loans, substantially all of which have
original terms to stated maturity of 30 years.  As of the cut-off
date (August 1, 2006), the mortgages have an aggregate principal
balance of approximately $630,988.  The group 1 mortgage pool has
a weighted average original loan-to-value ratio of 73.61%, a
weighted average coupon of 6.636%, and a weighted average
remaining term of 360.

Group 2 consists of 1300 adjustable-rate, conventional, first
lien residential mortgage loans, substantially all of which have
original terms to stated maturity of 30 years.  As of the cut-off
date (August 1, 2006), the mortgages have an aggregate principal
balance of approximately $ 609,141.  The group 2 mortgage pool has
a weighted average original loan-to-value ratio of 73.27%, a
weighted average coupon of 6.598%, and a weighted average
remaining term of 359.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines.  The largest percentages of originations
(as a percentage of the cut-off date balance) are Wells Fargo Bank
(43.16%) and Countrywide Home Loans, Inc. (33.80%).

SASCO, a special purpose corporation, deposited the loans in the
trust, which issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits.


STRUCTURED ASSET: Fitch Junks Class B3 & B4 Certificates' Ratings
-----------------------------------------------------------------
Fitch Ratings took rating actions on these Structured Asset
Security Corp. residential mortgage-backed certificates:

Series 2005-S5:

  -- Classes A1, A2 affirmed at 'AAA'

  -- Class M1 affirmed at 'AA+'

  -- Class M2 affirmed at 'AA'

  -- Class M3 affirmed at 'AA-'

  -- Class M4 affirmed at 'A'

  -- Class M5 affirmed at 'A-'

  -- Class M6 affirmed at 'BBB+'

  -- Class M7 affirmed at 'BBB'

  -- Class M8 affirmed at 'BBB-'

  -- Class B1 affirmed at 'BB+'

  -- Class B2 affirmed at 'BB+'

  -- Class B3 long-term rating is downgraded to 'CCC' from 'BB',
     assigned a distressed recovery rating of 'DR2' and is removed
     from Rating Watch Negative

  -- Class B4 long-term rating is downgraded to 'C' from 'BB-',
     assigned a distressed recovery rating of 'DR6' and is removed
     from Rating Watch Negative

The mortgage pool consist of conventional, fixed rate, fully
amortizing and balloon, second lien residential mortgage loans.
The mortgage loans were acquired by Lehman Brothers Holdings Inc.
from various banks and other mortgage lending institutions and are
master serviced by Aurora Loan Services, Inc., which is rated
'RMS1-' by Fitch.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$399.7 million of outstanding certificates.  CE is in the form of
subordination, overcollateralization and excess spread.

The negative rating actions, affecting approximately $18.2 million
of outstanding certificates, reflect deterioration in the
relationship between CE and expected losses.  Faster-than-expected
prepayment rates and rising interest rates have negatively
impacted the generation of excess spread and, in turn, the growth
of OC.  It is unlikely that the OC in series 2005-S5 will grow to
its targeted level of $12,394,776.

August 2005 remittance information indicates that approximately
3.3% of the pool is more than 60 days delinquent (including loans
in Bankruptcy, Foreclosure and REO).  The OC (which had a six
month holiday) amount is currently $813,386, or roughly $11.6
million below its target amount.

After 12 months since the first distribution date the OC is
currently equal to 0.13% of the original collateral balance, as
compared to a target level of 2.00% of the original collateral
balance.  For the months of June and July the excess spread was
not sufficient to cover the monthly losses incurred of
approximately 2.9 and 3.2 million respectively, and as a result,
the OC fully deteriorated and class B4 sustained a write-down of
$124,482.

Cumulative losses as a percent of the original collateral balance
are 1.68%.

Lehman Brothers Holdings Inc. is currently researching the timing
of realized losses and the possibility of future recoveries.

The transaction is seasoned 12 months and the pool factor (current
mortgage loan principal outstanding as a percentage of the initial
pool) is approximately 70%.


SUNCOAST IMAGING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Suncoast Imaging Partners, P.A.
        3959 Van Dyke Road, Suite 188
        Lutz, FL 33558

Bankruptcy Case No.: 06-04683

Chapter 11 Petition Date: September 1, 2006

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Stephenie M. Biernacki, Esq.
                  GrayRobinson, P.A.
                  201 North Franklin Street, Suite 2200
                  P.O. Box 3324
                  Tampa, FL 33601
                  Tel: (813) 273-5000
                  Fax: (813) 221-4113

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


TRANSPORTADORA DE GAS: Fitch Assigns B- Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings assigned a 'B-' long-term foreign and local currency
Issuer Default Rating to Transportadora de Gas del Norte S.A.

Fitch also assigned an Argentine national scale rating of 'BBB-
(arg)' to TGN.  The ratings apply to approximately $454 million of
new notes to be issued by TGN under its recently announced
exchange offer.  The new notes have also been assigned a recovery
rating of 'RR4'.  The Rating Outlook for all ratings is Stable.

The assigned ratings are subject to the successful completion of
the exchange offer.

Concurrently, Fitch has withdrawn the foreign and local currency
IDRs and the national scale ratings of 'D' and 'D(arg)',
respectively.  However, the foreign currency and national scale
ratings of TGN's existing debt will remain unchanged at 'D' and
'D(arg)', respectively, until these obligations are paid off.

The exchange offer should result in a more manageable debt
leverage, although higher debt service, i.e. amortization of
tranche A will likely produce very tight cash flow debt service
coverage ratio, calculated at approximately 1.0x.

The company's leverage ratio as measured by total debt-to EBITDA
is expected to decline to 4.6x from 7.8x as of June 30, 2006.
Interest coverage ratio as measured by EBITDA-to-interest expenses
is expected to improve to 3.0x from 1.2x as of June 30, 2006.
Expected annual debt service payments of approximately $60 million
should be covered by free cash flow and/or partially refinanced in
the local markets.  Credit metrics are expected to remain stable
going forward.

Under terms of the exchange, TGN will make a cash payment of
approximately $52 million, exchange its outstanding debt for two
tranches of new debt, tranches A and B, and issue $87 million of C
shares in consideration of the capitalization of $68 million of
debt.  Tranche A has a face value of $250 million, amortizes over
eight years, and carries an interest rate of 6%.  Tranche B has a
face value of $204 million, a bullet maturity, and carries an
interest rate of 7%.  Both tranches mature on Dec. 31, 2012.

In addition, the new notes will pay accrued interest and principal
retroactive to Dec. 31, 2004.

TGN's assigned ratings also reflect the expectation that the
company's core business continues performing at its current pace.
In addition, the ratings incorporate the company's capital
expenditures needs, the sector's underinvestment, and exposure to
government interference.

TGN is one of the two largest transporters of natural gas in
Argentina, delivering approximately 41% of the country's total gas
consumption and 54% of Argentine total gas exports.  TGN has an
exclusive license to operate the northern Argentina gas pipeline
system for a term of 35 years, which term may be extended for an
additional 10-year period upon the satisfaction of certain
conditions.

The northern Argentine gas pipeline system connects major gas
fields in northern and central-western Argentina with distributors
of gas and large consumers in those areas and with consumers in
the greater Buenos Aires area, the principal population center of
Argentina.  The gas transportation industry is heavily regulated
in Argentina.


TRI-CONTINENTAL EXCHANGE: Court Recognizes Foreign Liquidation
--------------------------------------------------------------
United States Bankruptcy Judge Christopher M. Klein entered an
order under chapter 15 of the United States Bankruptcy Code on
Aug. 29, 2006, recognizing certain "winding-up" proceedings
concerning Tri-Continental Exchange Ltd., Combined Services Ltd.,
and Alternative Market Exchange Ltd. that are currently pending
before the Eastern Caribbean Supreme Court in Saint Vincent and
the Grenadines.

Malcolm Butterfield, of KPMG Financial Advisory Services Ltd. in
Bermuda, Simon Whicker of KPMG Cayman Islands, and Brian Glasgow
of KPMG Saint Vincent and the Grenadines have been appointed joint
liquidators of these companies by the Eastern Caribbean Supreme
Court.

Attorneys Forrest Lammiman, Jonathan Bank, and Aaron Smith of
Lord, Bissell & Brook LLP represent the joint liquidators of Tri-
Continental and its affiliates in their chapter 15 proceeding
before the United States Bankruptcy Court for the Eastern District
of California.

The Bankruptcy Court agreed with the arguments that Lord, Bissell
& Brook presented and ruled that the winding-up proceedings in
Saint Vincent and the Grenadines concerning Tri-Continental and
its affiliates are "foreign main proceedings." In an issue of
first impression before courts in the United States, the
Bankruptcy Court ruled that a company's "center of main interest,"
under appropriate circumstances, is the company's "principal place
of business."

Court filings allege that the winding-up proceedings in Saint
Vincent and the Grenadines, which are similar to bankruptcy
liquidations in the United States, are the result of an
international scheme by Tri-Continental Exchange and its
affiliates to defraud thousands of insurance policyholders, many
of whom were in the United States, by issuing fraudulent insurance
policies to these policyholders.  The filings allege that the Tri-
Continental companies wrongfully collected over $45 million in
premiums from these policyholders.

The United States Attorney earlier filed a criminal complaint
against Matthew Schachter who, while using the alias "Robert L.
Brown," purportedly orchestrated the fraudulent insurance scheme
involving Tri-Continental and its affiliates.  Although Mr.
Schachter subsequently died in prison before his trial, court
filings indicate that the United States Attorney's investigation
of Tri-Continental and its related entities is ongoing.

Tri-Continental Exchange Ltd. and its affiliates, Combined
Services Ltd. and Alternative Market Exchange Ltd., sold auto
insurance policies and underwrote related insurance products.
Malcolm Butterfield at KPMG Financial Advisory Services Ltd. in
Bermuda, Simon Whicker at KPMG Cayman Islands, and Brian Glasgow
of KPMG St. Vincent and the Grenadines serve as joint provisional
liquidators of these companies.  The joint liquidators filed a
Chapter 15 petition on July 20, 2006 (Bankr. E.D. Calif. Case Nos.
06-22652 (Tri-Continental), 06-22655 (Combined Services) and
06-22657 (Alternative Market)).  Forrest B. Lammiman, Esq., at
Lord Bissell & Brook LLP, represents the joint liquidators in the
United States.


UNUMPROVIDENT CORP: S&P Affirms BB+ Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
UnumProvident Corp. (NYSE:UNM) to positive from stable.

Standard & Poor's also affirmed its 'BB+' counterparty credit
rating on the company.

At the same time, Standard & Poor's affirmed its 'BBB+'
counterparty credit and financial strength ratings on
UnumProvident Corp.'s various operating subsidiaries.

The outlook on these companies remains stable.

"The revised holding-company outlook reflects the increased
diversity and quality of consolidated earnings," said Standard &
Poor's credit analyst Shellie Stoddard.  "This was driven by two
strategically important subsidiaries, Colonial Life & Accident
Insurance Co. and UNUM Ltd."

The outlook also reflects improved holding-company financial
flexibility, debt leverage, and interest coverage, which were
achieved through increased statutory dividends as well as debt
restructures and repayment.

The ratings are based on UnumProvident's maintenance of its
dominant market position through:

   * renewed sales activity;

   * operating profitability;

   * enhanced investment quality; and

   * improved capitalization and liquidity through statutory
     earnings.

Offsetting these positive factors are:

   * continued operational challenges in achieving sustainable
     profitability for the company's largest line of business;

   * U.S. group income protection; and

   * the nonperforming block of old individual income protection
     business currently in runoff, which will continue to drag
     down earnings.

The UnumProvident group of companies will spend the remainder of
2006 focused on claims operations: ongoing incidence and recovery
as well as re-examining closed claims pursuant to the multi-
district settlement.  Once these issues are behind them, earnings
improvement and stability in the U.S. group disability business
could provide the basis for the outlook on the operating companies
being revised to positive.  Although noncore subsidiaries provide
strong earnings diversification, UNUM could draw on them for
additional and unexpected capital needs.

The de-leveraged balance sheet and solid operations of the noncore
subsidiaries have strengthened the holding company relative to the
insurance operations.  If, during the next 12-18 months,
UnumProvident shows continued stability and improvement in
earnings from multiple sources and retained earnings continue to
strengthen the balance sheet, Standard & Poor's will likely raise
the holding company ratings one notch.


URBAN TELEVISION: Has $310,209 Net Loss in 2nd Qtr. Ended June 30
-----------------------------------------------------------------
Urban Television Network Corporation filed its third fiscal
quarter financial statements for the three months ended
June 30, 2006, with the Securities and Exchange Commission on
Aug. 15, 2006.

The Company reported a $310,209 net loss on $20,155 of revenues
for the three months ended June 30, 2006, compared with a $55,624
net loss on $170,133 of revenues for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed $4,708,369 in
total assets, $2,650,757 in total current liabilities, and
$2,057,612 in total stockholders' equity.

The Company has incurred cumulative losses of $19,678,355 since
inception through June 30, 2006.

A full-text copy of the Company's quarterly report is available
for free at http://ResearchArchives.com/t/s?10fc

                       Going Concern Doubt

Comiskey & Company, PC, expressed substantial doubt about Urban
Television Network Corporation's ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal years ended Sept. 30, 2005 and 2004.  The auditing firm
pointed to the Company's recurring losses from operations.

               About Urban Television Network Corp.

Fort Worth, Texas-based Urban Television Network Corporation --
http://www.uatvn.com/-- is a television network composed of
broadcast television station affiliates across the country that
airs programming supplied by the network via satellite
transmission.  The network is the first and only minority
certified network to specifically target America's urban market
that is comprised of African Americans, English speaking Hispanic
Americans and many other urban consumers.  The network has
approximately 70 affiliates with a household coverage of
approximately 22 million households.


VALASSIS COMMUNICATIONS: S&P Holds BB Corp. Credit Rating on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Livonia, Michigan-
headquartered marketing services provider Valassis Communications
Inc., including its 'BB' corporate credit rating, remained on
CreditWatch with negative implications where they were placed on
June 26, 2006.

The CreditWatch update follows the company's announcement
yesterday it has sued ADVO Inc. in Delaware Chancery Court to
rescind its $1.3 billion merger agreement with ADVO, alleging
fraud and material adverse changes in ADVO's business.

"While the complaint filed with the court is not yet publicly
available, the CreditWatch listing reflects the uncertainties
surrounding the resolution of the complaint at a time when
Valassis' existing business operations have been challenged," said
Standard & Poor's credit analyst Emile Courtney.

In resolving the CreditWatch listing, Standard & Poor's will
evaluate the financial impact related to the resolution of the
suit and assess prospects for Valassis' businesses, which have
been under pressure.  In addition, if the merger agreement were
rescinded, Valassis' long-term financial policy priorities would
factor meaningfully into Standard & Poor's analysis.


VESTA INSURANCE: Wants to Transfer Funds to Gaines for Payroll
--------------------------------------------------------------
Vesta Insurance Group Inc. asks Judge Bennett of the U.S.
Bankruptcy Court for the Northern District of Alabama for
authority to transfer funds to Gaines for the purpose of:

   (a) funding an amount equal to 50% of the Executive Payroll
       due on August 18, 2006, and Sept. 1, 2006; and

   (b) funding 100% of the Executive Payroll, with the exception
       of the payroll obligation relating to Norman Gayle who
       does not currently hold an executive position with VIG,
       commencing on September 2, 2006, and continuing thereafter
       for so long as the Executives are employed by VIG.

As of Dec. 31, 2005, J. Gordon Gaines, Inc., had more than
300 employees, the majority of which were located in Birmingham,
Alabama.  These employees included the executives who held these
positions with Vesta Insurance Group, Inc., and Gaines:

   Name                      VIG               Gaines
   ----                      ---               ------
   Norman Gayle              Director          Chairman/President
                                               Director

   David W. Lacefield        President/CEO     Senior VP
                             Director

   John Hines                Senior VP, CFO    Senior VP, CFO
                             and Treasurer     and Treasurer

   Donald Thornton           Senior VP,        Senior VP,
                             General Counsel   General Counsel
                             and Secretary     and Secretary

   John McCullough           VP, Associate     VP, Associate
                             Counsel and       Counsel, Assistant
                             Assistant         Secretary and
                             Secretary         former Director

   Edwin M. Meadows          VP Controller
                             and Chief
                             Accounting
                             Officer

Payment of payroll to these Executives was routinely accomplished
through the Gaines Payroll.

Pursuant to a management agreement, Gaines provided the personnel
and infrastructure support for Vesta Fire Insurance Corporation,
Texas Select Lloyds Insurance Company, Vesta Insurance
Corporation, Shelby Casualty Company, The Shelby Insurance
Company, The Hawaiian Insurance & Guaranty Company, Ltd., Florida
Select Insurance Company, and Select Insurance Services, Inc., in
the ordinary course of their businesses.  Gaines also provided an
array of management and support services to VIG.

Prime Tempus, Inc., the Special Deputy Receiver for the Texas
Insurance Subsidiaries, purported to terminate the Management
Agreement on behalf of the Texas Commissioner of Insurance, as
rehabilitator and liquidator for the Texas Receivership Entities.

C. Edward Dobbs, Esq., at Parker, Hudson, Rainer & Dobbs, LLP, in
Atlanta, Georgia, relates that at this time, the effectiveness of
the termination remains a disputed issue.  Notwithstanding the
asserted termination, the SDR, acting on behalf of the Texas
Commissioner and purporting to act at the request of the
Insurance Commissioner of the State of Hawaii, as rehabilitator
of The Hawaiian Insurance & Guaranty Company, asked Gaines to
continue, for a limited period of time, to provide services of
essentially the same type and nature previously provided under
the Management Agreement in exchange for compensation generally
consistent with that set forth in the Management Agreement.

According to Mr. Dobbs, at the close of business on August 4,
2006, without assurances of a source of revenue from which to pay
its employees, Gaines was forced to terminate substantially all
of its employees based in locations outside of Birmingham,
Alabama, and a substantial number of its workforce in Birmingham,
Alabama, leaving Gaines with approximately 190 employees to
service the needs of any area of the Vesta Insurance Group.

Gaines elected to retain some 190 of its employees, Mr. Dobbs
says, based on representations of the SDR that it would be
prepared to fund the payroll and infrastructure expenses for
those employees pending execution of a definitive agreement.

Since Aug. 4, 2006, Gaines and the SDR have engaged in
negotiations for the terms and conditions on which Gaines would
continue to provide management services to the SDR and the Hawaii
Commissioner.  These discussions culminated in a "Client Services
Agreement."

Gaines, the SDR, and the Hawaiian Commissioner have entered into
the Client Services Agreement, which provides essentially for the
same type of services, but on a reduced scale, and essentially
the same form of payment for those services and infrastructure,
as existed under the Management Agreement.  Mr. Dobbs relates
that the SDR has agreed to fund in advance of any approval the
amounts to which the SDR committed under the proposed Client
Services Agreement, including amounts relating to the August 18,
2006, payroll.

Under the Client Services Agreement, the SDR is funding an amount
relating to the Executives equal to 50% of the Executive Payroll
for the period of Aug. 7, 2006, through Sept. 1, 2006.  The
SDR does not currently propose to pay Gaines an amount
attributable to the Executives for any time after Sept. 1, 2006.

With regard to the Aug. 18, 2006, payroll, the SDR's funding
leaves unpaid a $37,052 balance for the Executives.

VIG and Gaines anticipate that the shortfall for the payroll due
on Sept. 1, 2006, will be approximately the same, Mr. Dobbs
says.

As of the end of August 2006, the Executive ranks will be reduced
by resignations of John Hines and John McCullough.  Mr. Dobbs
tells the Court that the Executive ranks may also be further
reduced during this period by additional resignations or
terminations.

Commencing on Sept. 2, 2006, and continuing thereafter for so
long as the Executives are employed by VIG or Gaines, the
shortfall will be equal to the entire amount of the Executive
Payroll absent a change in the position of the SDR or other
developments, Mr. Dobbs says.

"Absent the VIG Payroll Funding, neither VIG nor Gaines will be
able to retain key members of the management team that are
critical to the operation of VIG and Gaines.  Such individuals
have considerable institutional knowledge regarding VIG which is
irreplaceable and central to the performance of VIG's duties
under the Bankruptcy Code and to any prospect of a successful
outcome in [the Debtor's] bankruptcy case," Mr. Dobbs says.

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


VILLAGES AT SARATOGA: Ch. 7 Trustee Taps Noel Hyde as Gen. Counsel
------------------------------------------------------------------
David L. Miller, the trustee overseeing the liquidation of The
Villages at Saratoga Springs LC, asks the U.S. Bankruptcy Court
for the District of Utah for authority to employ Noel S. Hyde as
his general counsel.

As general counsel, Mr. Hyde is expected to:

   (a) advise and consult with the Trustee concerning legal issues
       arising in the conduct of the administration of the estate
       and concerning the Trustee's legal rights and remedies with
       regard to the estate's assets and the claims of secured,
       preferred and unsecured creditors and other parties in
       interest;

   (b) appear for, prosecute, defend and represent the Trustee's
       interest in motions, contested matters and adversary
       proceedings arising in or related to the Debtor's case;

   (c) assist in the examination of legal documents, contracts,
       tax returns and other documents produced by the Debtor
       and creditors; to analyze transfers made by the Debtor with
       an eye to the recovery of preferential transfers and
       fraudulent conveyances;

   (d) assist in the preparation of pleadings, motions, notices
       and orders as are required for the orderly administration
       of the estate;

   (e) assist in the preparation of various tax returns required
       to be filed with the respective taxing authorities; and to
       conduct research and investigation regarding tax issues
       arising in the administration of the estate;

   (f) review the filing of claims for legal sufficiency and to
       draft appropriate objections to inappropriate claims, as
       would be in the best interest of creditors;

   (g) assist in the determination of equity interests in the
       Debtor and any potential distributions; and

   (h) perform other legal matters necessary to the administration
       of the proceeding in representation of the Trustee.

Terms of compensation regarding Noel S. Hyde's services have not
been filed with the Court.

To the best of the Trustee's knowledge, Noel S. Hyde and his
employees do not hold or represent any interest adverse to the
Debtor and are disinterested persons within the meaning of
Sec. 101(14) of the Bankruptcy Code.

Headquartered in Spanish Fork, Utah, The Villages at Saratoga
Springs LC filed for chapter 11 protection on Aug. 29, 2005
(Bankr. D. Utah Case No. 05-33380).  On July 26, 2006, the
Debtor's case was converted into chapter 7 proceeding (Bankr.
D. Utah Case No. 05-33380).  Lon A. Jenkins, Esq., and Mary
Margaret Hunt, Esq., at Ray Quinney & Nebeker represent the
Debtor.  David L. Miller tr serves as trustee and is represented
by Noel S. Hyde, Esq. in South Ogden, Utah.  When the Debtor filed
for protection from its creditors, it listed $26,002,293 in assets
and $15,188,610 in debts.


VITAL BASICS: Vertrue Can't Pursue Claims Against Principals
------------------------------------------------------------
Vertrue Incorporated obtained an arbitration award against Vital
Basics, Incorporated, in Vital's chapter 11 proceeding.  The U.S.
District Court for the District of Maine affirmed that arbitration
award.  Vertrue found itself before the District Court a second
time as Vital's principals, Robert Graham and Michael Shane,
worked to thwart Vertrue's attempt to collect from them
personally.

Specifically, Messrs. Graham and Shane challenged two decisions by
the Bankruptcy Court:

    (1) a November 3, 2005 decision denying their Motion to
        Dismiss; and

    (2) a November 3, 2005 decision granting Vertrue's Motion for
        a Determination that its Claims against them are Beyond
        the Jurisdiction of the Bankruptcy Court, or in the
        Alternative, Non-Core.

On review, in an order published at 2006 WL 2297317, the District
Court affirms both of these decisions.

Vertrue's claims asserted against Vital's principals for breach of
contract and unfair and deceptive acts under Connecticut law were
outside the Bankruptcy Court's related to jurisdiction, the
District Court holds.  Although payments made to Vertrue under
Vital's confirmed chapter 11 plan could affect the outcome of the
claims against the principals, it is unlikely that any award in
the case against the principals would impact the administration of
the plan, the District Court says.

Headquartered in Portland, Maine, Vital Basics, Inc. --
http://www.vitalbasics.com/ -- markets and sells nutraceutical
and related products throughout the United States and Canada.  The
Company and an affiliate filed for chapter 11 protection (Bankr.
D. Me. Case No. 04-20734) on May 10, 2004.  George J. Marcus,
Esq., at Marcus, Clegg & Mistretta, PA, represented the Company in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $6,291,356 in assets and $16,314,589
in liabilities.

The Bankruptcy Court confirmed Vital Basic's Third Amended Joint
Plain of Reorganization on December 29, 2004.  Under the Plan,
Messrs. Graham and Shane provided promissory notes totaling over
$3.8 million thereby personally guarantying repayment of this
amount under the terms of the Plan.  In exchange for the
promissory notes, the Plan provides that Messrs. Graham and Shane
are released and discharged from any and all claims arising from
or related to loans and distributions made to them by the Debtor
in 2003.  In addition, absent an uncured default, approval of the
Plan enjoined all entities from asserting any Claims against
Messrs. Graham and Shane.


VITAMIN SHOPPE: Moody's Lowers $165 Million Notes' Rating to B3
---------------------------------------------------------------
Moody's Investors Service downgrades all ratings of Vitamin Shoppe
Industries, Inc including the second-lien senior secured notes to
B3.  The rating action is prompted by declining debt protection
measures and decreased financial flexibility that has followed
steady margin declines and continued substantial investment in
developing new stores.  The rating outlook is stable.

These ratings are downgraded:

   * $165 million floating rate second-lien notes to B3
     from B2, and the

   * Corporate Family Rating to B3 from B2.

The downgrade of Vitamin Shoppe's corporate family rating to B3
reflects the decreased financial flexibility that has followed
margin declines and continued heavy investment for new store
development.  Many credit metrics are consistent with Caa
attributes.  Also constraining the ratings with B-attributes
are the aggressive financial policy in which virtually all
discretionary cash flow has been focused on rapid growth and
Vitamin Shoppe's relatively small scale among rated retailers.
Modestly mitigating these credit weaknesses with low-Ba or
high-B characteristics are qualitative aspects of the company's
franchise such as the long-term pattern of repeat purchases from a
loyal customer base, the market niche of Vitamin Shoppe as
offering a wide and deep VMS selection, and the relative lack of
cash flow seasonality.

The stable rating outlook reflects Moody's expectation that the
company will moderate capital investment as necessary to maintain
adequate liquidity, that average unit volume and profitability
will continue to grow at existing stores, and that the many
newly developed stores will generate satisfactory returns on
investment, including the impact of catalogue segment
cannibalization.

Concerns regarding immediate liquidity, such as if negative free
cash flow were to cause substantial incremental revolving credit
facility utilization, would cause Moody's to lower the ratings.
Declining store-level operating performance at existing stores,
poor performance at new stores, or debt to EBITDA increasing to
around 7 times or EBIT to interest expense falling well below 1
time also would pressure on the ratings.  Improvement of ratings
from current levels will require improved operating performance,
control of the capital investment pace so the balance sheet begins
to delever, and debt protection measure improvements such that
EBIT coverage of interest expense comfortably exceeds 1x and Debt
to EBITDA falls toward 6 times.

Vitamin Shoppe Industries, Inc, headquartered in North Bergen, New
Jersey, retails vitamins, minerals, and nutritional supplements
through direct marketing activities and 293 retail locations.  The
company generated revenue of $467 million for
the twelve months ending July 1, 2006.


WELLS FARGO: Fitch Rates Class B-4 & B-5 Certificates at Low-Bs
---------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2006-11,
were rated by Fitch Ratings:

  -- $696,628,921 classes A-1 to A-20, A-PO, and A-R 'AAA' (senior
     certificates)

  -- $17,002,000 class B-1 'AA'

  -- $5,501,000 class B-2 'A'

  -- $3,000,000 class B-3 'BBB'

  -- $2,001,000 class B-4 'BB'

  -- $1,500,000 class B-5 'B'

The 'AAA' ratings on the senior certificates reflect the 3.05%
subordination provided by:

   * the 1.70% class B-1;
   * the 0.55% class B-2;
   * the 0.30% class B-3;
   * the 0.20% privately offered class B-4;
   * the 0.15% privately offered class B-5; and
   * the 0.15% privately offered class B-6.

The ratings on the class B-1, B-2, B-3, B-4, and B-5 certificates
are based on their respective subordination.  Class B-6 is not
rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect:

   * the high quality of the underlying collateral;

   * the integrity of the legal and financial structures; and

   * the primary servicing capabilities of Wells Fargo Bank, N.A.
     (rated 'RPS1' by Fitch).

The transaction consists of one group of 1,766 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 30 years.  The
aggregate unpaid principal balance of the pool is $100,133,568 as
of Aug. 1, 2006 (the cut-off date), and the average principal
balance is $566,327.

The weighted average original loan-to-value ratio of the loan pool
is approximately 72.29%; 1.34% of the loans have an OLTV greater
than 80%.  The weighted average coupon of the mortgage loans is
6.612%, and the weighted average FICO score is 747.  Cash-outs and
rate/term refinance represent 18.10% and 10.64%, respectively.

The states that represent the largest geographic concentration
are:

   * California (33.96%),
   * New York (7.89%), and
   * Virginia (6.19%).

All other states represent less than 5% of the outstanding balance
of the pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.

Elections will be made to treat the trust as one real estate
mortgage investment conduit for federal income tax purposes.


WERNER LADDER: Can Terminate Winston & Strawn as Panel's Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted the
request of Werner Holding Co. (DE), Inc., aka Werner Ladder
Company, and its debtor-affiliates, to withdraw Winston & Strawn
LLP from representing, except for certain transitional services,
the Official Committee of Unsecured Creditors.

The Court had granted the Committee's application to retain
Winston as counsel on Aug. 8, 2006.

David Neier, Esq., at Winston & Strawn, in New York, told the
Court that on Aug. 11, 2006, Committee member Levine Leichtman
Capital Partners, III, L.P., advised Winston that, despite the
fact that it had done an excellent job as counsel, the Committee
had voted to terminate Winston.

Greenberg Traurig LLP, the Committee's co-counsel, would assume
all responsibilities except for handling an evidentiary hearing on
Aug. 17, 2006, with respect to the Debtors' request to implement
their prepetition bonus plans.

Mr. Neier recounted that Committee members Saint-Gobain
Corporation, Venture Plastics, Inc., and WXP, Inc., opposed
Winston's termination, while the Pension Benefit Guaranty
Corporation abstained.  The Committee determined, however, that
Greenberg Traurig and its financial advisors, Jefferies & Co.,
are capable of handling the representation of the Committee going
forward in the Debtors' bankruptcy cases.

At the Committee's request, Winston is expected to continue to:

   (1) represent the Committee with respect to the evidentiary
       hearing on the Bonus Plans on Aug. 17, 2006, but not any
       continuances, pleadings, negotiations or further
       proceedings with respect to the Bonus Plans; and

   (2) provide services requested by the Committee and its
       attorneys and advisors that are necessary to effectively
       transition all matters to Greenberg.

The Committee believes there will be no prejudice or harm to
unsecured creditors as a result of Winston's withdrawal.

                           Court Decree

The Court orders that Winston & Strawn LLP may continue to incur
fees and expenses for transitional services to provide for the
orderly transfer of all matters to the Committee's new lead
counsel.

The Court also rules that Winston will be compensated for the
transitional services in accordance with Sections 330 and 331 of
the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure
and other applicable local rules and guidelines.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  The firm of
Willkie Farr & Gallagher LLP serves as the Debtors' counsel.

Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S.
Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP, represents
the Debtors as its co-counsel.  The Debtors have retained
Rothschild Inc. as their financial advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Ct. OKs Jefferies as Panel Advisor Despite Protest
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denied and
overruled the objection of Werner Holding Co. (DE), Inc., aka
Werner Ladder Company, and its debtor-affiliates, to the terms and
conditions of the Engagement Letter between the Official Committee
of Unsecured Creditors appointed to the Debtors' bankruptcy cases
and Jefferies & Co.  The Court authorizes the Creditors Committee
to retain Jefferies as its financial advisor, nunc pro tunc to
June 29, 2006.

                       Debtors Oppose Fees

The Debtors do not object to the Official Committee of Unsecured
Creditors' retention of Jefferies & Co. as its financial advisor
or the scope of Jefferies' retention.  The Debtors, however,
object to certain terms and conditions of the Engagement Letter
between the Creditors Committee and Jefferies.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP
in Wilmington, Delaware, explains that Jefferies' $100,000
monthly fee is materially higher that the monthly fees charged by
the financial advisors retained by the Debtors' other significant
creditor constituencies in connection with the Debtors' Chapter
11 cases.

Mr. Brady notes that the Second Lien Lenders' financial advisors,
Imperial Capital, LLC, has only a monthly fee of $75,000 while
the First Lien Lenders' financial advisors, Alvarez & Marsal, has
only a $75,000 fixed fee per month without any enhancement or
transaction fee.

The Debtors complain that the Committee has not provided, nor can
they discern, why Jefferies' monthly fees should be higher than
Imperial or A&M's monthly fees.  The Debtors also assert that
Jefferies' monthly fees are not reasonable under Section 328(a)
of the Bankruptcy Code.

Accordingly, the Debtors want Jefferies' engagement revised to
reflect a $75,000 monthly fee, of which 50% of all the monthly
fees paid to the firm after six months from the date of the
Engagement Letter will be applied against the performance fees as
a credit.

The Debtors also request for clarification the credits related to
Jefferies' monthly fees will reduce the $1,000,000 cap on
performance fees and not be a credit against the a theoretical
higher starting point.

The Debtors request that the performance fees be payable to
Jefferies only to the extent the Creditors Committee supports a
plan of reorganization under which unsecured creditors receive a
distribution in the Debtors' Chapter 11 cases.

If the fees are not contingent upon a return to unsecured
creditors, then Jefferies would be able to collect the
Performance Fees regardless of its efforts and irrespective of
the outcome of the Debtors' bankruptcy cases, Mr. Brady points
out.

The also Debtors object to the approval of the performance fees
under Section 328(a) of the Bankruptcy Code to the extent that
unsecured creditors are paid in full under a plan of
reorganization ultimately approved in their Chapter 11 cases.
Mr. Brady explains that, under those circumstances, approval of
the performance fees at this time, without limitation, may impair
the rights of the equity holders who have not received notice of
the Committee's Application and may be precluded from later being
heard on the appropriateness of the fees that they themselves are
paying.

Moreover, the Debtors object to the proposed indemnification
provisions, which require the Debtors to indemnify Jefferies
except for losses that are determined to have resulted solely
from the firm's gross negligence or willful misconduct.

Mr. Brady asserts that the indemnification provisions are highly
questionable in light of a ruling by the Third Circuit Court of
Appeals, which stated that an indemnification that excludes only
those losses resulting from gross negligence goes out of bounds
of acceptable public policy.

                          Court Rulings

The Court rules that Jefferies' fees and expenses will be subject
to approval of the Court upon proper application by Jefferies in
accordance with Sections 330 and 331 of the Bankruptcy Code, Rule
2016 of the Federal Rules of Bankruptcy Procedure, the Local
Rules, the fee and expense guidelines established by the U.S.
Trustee and any other applicable requirements, provided however,
that Jefferies' fees and expenses will not be subject to review
under any other standards pursuant to Section 330.

The Court states that the U.S. Trustee will retain all rights to
object to the Performance Fees under the Engagement Letter on all
grounds, including the reasonableness standard in Section 330,
provided however, that reasonableness will not be evaluated based
on a hourly or length of case based criteria.

Judge Carey also rules that the Debtors have no obligation to
indemnify Jefferies or provide contribution or reimbursement to
it for any claim or expenses that is judicially determined to
have arisen primarily from Jefferies' gross negligence or willful
misconduct.

Jefferies may at its option and expense, after announcement of
the restructuring, place announcements and advertisements or
publicize the restructuring in financial and other newspapers and
journals as it may choose, stating that Jefferies acted as the
Committee's financial advisor in connection with the
restructuring.

Werner Co. consents to Jefferies' public use or display of the
company logo, symbol or trademark as part of Jefferies internally
generated general marketing or promotional activities, provided
the use or display is in the nature of a public record or
tombstone announcement in relation to the restructuring.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  The firm of
Willkie Farr & Gallagher LLP serves as the Debtors' counsel.

Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S.
Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP, represents
the Debtors as its co-counsel.  The Debtors have retained
Rothschild Inc. as their financial advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WORLDSPACE INC: Equity Deficit Widens to $1.55 Billion at June 30
-----------------------------------------------------------------
WorldSpace, Inc., submitted its quarterly report on Form 10-Q with
the Securities and Exchange Commission on Aug. 14, 2006.

The Company's total revenue for the three months ended
June 30, 2006, was $3.8 million, an increase of 61.4% compared
with $2.3 million for the three months ended June 30, 2005.  Its
total revenue for the six months ended June 30, 2006, was
$7.2 million, a 48.3% increase compared with $4.9 million for the
six months ended June 30, 2005.

The Company reported a net loss of $36.7 million for the three
months ended June 30, 2006, compared with a net loss of
$22 million for the same period in 2005.  For the six months ended
June 30, 2006, net loss was $65.85 million versus a $31.3 million
net loss for the comparable period in 2005.

The Company's balance sheet at June 30, 2006, showed total assets
of $646 million and total liabilities of $2.19 billion resulting
in a total shareholders' deficit of $1.55 billion.  Shareholders'
deficit at Dec. 31, 2005, stood at $1.49 billion.

Cash and cash equivalents, as of June 30, 2006, were
$14.6 million, and marketable securities were $204.1 million.
Cash and cash equivalents and marketable securities decreased
$57.3 million during the six months ended June 30, 2006.

At the Company's annual meeting of stockholders:

   -- Kassahun Kebede, James R. Laramie, Jr., and Charles McC.
      Mathias were elected as Class 2 Directors to serve a three-
      year term ending 2009.

   -- The appointment of Grant Thornton LLP as the Company's
      auditors to audit the financial statements of the Company
      for the fiscal year ended Dec. 31, 2006, was ratified.

A full text-copy of the Company's financial report may be viewed
at no charge at http://ResearchArchives.com/t/s?10f4

Based in the Washington, DC, WorldSpace, Inc., (Nasdaq: WRSP)
-- http://www.worldspace.com/--is a global media and
entertainment company positioned to offer a satellite radio
experience to consumers in more than 130 countries with five
billion people, driving 300 million cars.  WORLDSPACE subscribers
benefit from a unique combination of local programming, original
WORLDSPACE content and content from leading brands around the
globe including the BBC, CNN International, Virgin Radio UK, NDTV
and RFI.  The WORLDSPACE satellites cover two-thirds of the
earth's population with six beams.  WORLDSPACE is a pioneer of
satellite-based digital radio services and instrumental in the
development of the technology infrastructure used today by XM
Satellite Radio.


WORLDSPACE INC: Yenura Exchanges Class B for Class A Stocks
-----------------------------------------------------------
WorldSpace, Inc., and Yenura Pte. Ltd., have agreed that Yenura
will exchange its equity holdings in the Company, consisting of
all of the outstanding shares of the Company's Class B Common
Stock, par value, $.01 per share, for shares of the Company's
listed Class A Common Stock, par value $.01 per share.

The transaction will result in the issuance of an additional
17,426,443 Class A Shares, which will be listed on the NASDAQ
Global Market, increasing to 38,767,535 the number of Class A
Shares outstanding.

The exchange will be on a share-for-share basis and is expected to
resolve the NASDAQ Staff Deficiency Letter regarding the Company's
non-compliance with the minimum $50 million market value of listed
securities requirement for continued listing.  As of Aug. 23, 2006
NASDAQ's calculation of the market value of listed securities was
$47,804,046 based on current shares outstanding of 21,341,092 and
a closing bid price of $2.24.

                        The Class B Shares

The Company created an equity structure that included Class A
Shares and Class B Shares in connection with its debt
restructuring and financing in Dec. 2004.  In order to secure the
consent of the Company's former debtholders to the restructuring,
it was agreed that the Class B Shares would not be entitled to
receive distributions from the Company in any year prior to 2016
in which certain annual royalty payments had not first been paid
to such debtholders.  In all other respects the Class A Shares and
the Class B Shares have identical rights.

The former debtholders and the Company, on February 28, 2006,
entered into an amendment to the royalty arrangements pursuant to
which the former debtholders waived the restriction on
distributions on the Class B Shares, allowing for the accelerated
consolidation of the Company's shares into a single class of
common stock.

The issuance of Class A Shares in exchange for the outstanding
Class B Shares, which has been approved by the Company's Audit
Committee and Board of Directors, will take place following the
Company's completion of NASDAQ's notification procedures, which
includes a fifteen-day period between notification to NASDAQ and
the issuance of the shares.

                         About Yenura Pte.

Yenura Pte. Ltd., is a Singapore company in which Noah A. Samara,
chairman and chief executive officer, owns all of the voting
shares and a minority of the economic interests.  In connection
with the share exchange, Yenura has entered into a further share
lock-up arrangement with the Company through June 30, 2007.

                         About WorldSpace

Based in the Washington, DC, WorldSpace, Inc., (Nasdaq: WRSP)
-- http://www.worldspace.com/--is a global media and
entertainment company positioned to offer a satellite radio
experience to consumers in more than 130 countries with five
billion people, driving 300 million cars.  WORLDSPACE subscribers
benefit from a unique combination of local programming, original
WORLDSPACE content and content from leading brands around the
globe including the BBC, CNN International, Virgin Radio UK, NDTV
and RFI.  The WORLDSPACE satellites cover two-thirds of the
earth's population with six beams.  WORLDSPACE is a pioneer of
satellite-based digital radio services and instrumental in the
development of the technology infrastructure used today by XM
Satellite Radio.


* BOND PRICING: For the week of August 28 -- September 1, 2006
--------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  01/15/04     1
ABC Rail Product                     10.500%  12/31/04     1
Adelphia Comm.                        6.000%  02/15/06     0
Adelphia Comm.                        7.500%  01/15/04    58
Adelphia Comm.                        7.750%  01/15/09    59
Adelphia Comm.                        7.875%  05/01/09    59
Adelphia Comm.                        8.125%  07/15/03    60
Adelphia Comm.                        8.375%  02/01/08    60
Adelphia Comm.                        9.250%  10/01/02    59
Adelphia Comm.                        9.375%  11/15/09    62
Adelphia Comm.                        9.500%  02/15/04    54
Adelphia Comm.                        9.875%  03/01/05    55
Adelphia Comm.                        9.875%  03/01/07    59
Adelphia Comm.                       10.250%  06/15/11    62
Adelphia Comm.                       10.250%  11/01/06    60
Adelphia Comm.                       10.500%  07/15/04    58
Adelphia Comm.                       10.875%  10/01/10    60
Allegiance Tel.                      11.750%  02/15/08    45
Allegiance Tel.                      12.875%  05/15/08    48
Amer & Forgn Pwr                      5.000%  03/01/30    66
Amer Color Graph                     10.000%  06/15/10    70
Ames Dept. Stores                    10.000%  04/15/06     0
Antigenics                            5.250%  02/01/25    64
Anvil Knitwear                       10.875%  03/15/07    68
Armstrong World                       6.350%  08/15/03    66
Armstrong World                       6.500%  08/15/05    66
Armstrong World                       7.450%  05/15/29    65
Armstrong World                       9.000%  06/15/04    66
At Home Corp.                         4.750%  12/15/06     0
Autocam Corp.                        10.875%  06/15/14    61
Avado Brands Inc                     11.750%  06/15/09     1
Bank New England                      8.750%  04/01/99     4
Bank New England                      9.500%  02/15/96    11
BBN Corp                              6.000%  04/01/12     0
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    56
Calpine Corp                          4.000%  12/26/06    25
Calpine Corp                          4.750%  11/15/23    45
Calpine Corp                          6.000%  09/30/14    39
Calpine Corp                          7.625%  04/15/06    72
Calpine Corp                          7.750%  04/15/09    74
Calpine Corp                          7.750%  06/01/15    36
Calpine Corp                          7.875%  04/01/08    74
Calpine Corp                          8.500%  02/15/11    50
Calpine Corp                          8.625%  08/15/10    53
Calpine Corp                          8.750%  07/15/07    74
Calpine Corp                         10.500%  05/15/06    73
Charter Comm Hld                     10.000%  05/15/11    70
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                   9.920%  04/01/14    65
CIH                                  10.000%  05/15/14    65
CIH                                  11.125%  01/15/14    67
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     7
Color Tile Inc                       10.750%  12/15/01     0
Columbia/HCA                          7.050%  12/01/27    72
Columbia/HCA                          7.500%  11/15/95    68
Columbia/HCA                          7.750%  07/15/36    74
Comcast Corp                          2.000%  10/15/29    39
Comprehens Care                       7.500%  04/15/10    65
Cray Research                         6.125%  02/01/11     8
Curagen Corp                          4.000%  02/15/11    73
Dal-Dflt09/05                         9.000%  05/15/16    24
Dana Corp                             5.850%  01/15/15    70
Dana Corp                             7.000%  03/01/29    73
Dana Corp                             7.000%  03/15/28    74
Decode Genetics                       3.500%  04/15/11    75
Delco Remy Intl                       9.375%  04/15/12    58
Delco Remy Intl                      11.000%  05/01/09    59
Delphi Trust II                       6.197%  11/15/33    64
Delta Air Lines                       2.875%  02/18/24    24
Delta Air Lines                       7.541%  10/11/11    38
Delta Air Lines                       7.700%  12/15/05    24
Delta Air Lines                       7.900%  12/15/09    24
Delta Air Lines                       8.000%  06/03/23    24
Delta Air Lines                       8.270%  09/23/07    75
Delta Air Lines                       8.300%  12/15/29    24
Delta Air Lines                       8.540%  01/02/07    73
Delta Air Lines                       9.200%  09/23/14    73
Delta Air Lines                       9.250%  03/15/22    24
Delta Air Lines                       9.750%  05/15/21    23
Delta Air Lines                      10.000%  06/01/11    58
Delta Air Lines                      10.000%  06/05/13    74
Delta Air Lines                      10.000%  08/15/08    24
Delta Air Lines                      10.060%  01/02/16    73
Delta Air Lines                      10.080%  06/16/07    65
Delta Air Lines                      10.125%  05/15/10    25
Delta Air Lines                      10.375%  02/01/11    24
Delta Air Lines                      10.375%  12/15/22    22
Deutsche Bank NY                      8.500%  11/15/16    69
Dov Pharmaceutic                      2.500%  01/15/25    57
Dura Operating                        8.625%  04/15/12    73
Dura Operating                        9.000%  05/01/09    15
Dura Operating                        9.000%  05/01/09    59
Dyersburg Corp                        9.750%  09/01/07     0
Eagle-Picher Inc                      9.750%  09/01/13    74
Encysive Pharmac                      2.500%  03/15/12    74
Epix Medical Inc.                     3.000%  06/15/24    70
Fedders North AM                      9.875%  03/01/14    71
Federal-Mogul Co.                     7.375%  01/15/06    56
Federal-Mogul Co.                     7.500%  01/15/09    56
Federal-Mogul Co.                     8.160%  03/06/03    51
Federal-Mogul Co.                     8.330%  11/15/01    58
Federal-Mogul Co.                     8.370%  11/15/01    53
Federal-Mogul Co.                     8.800%  04/15/07    56
Finova Group                          7.500%  11/15/09    29
Ford Motor Co                         6.625%  02/15/28    74
Ford Motor Co                         7.125%  11/15/25    74
Ford Motor Co                         7.400%  11/01/46    74
Ford Motor Co                         7.700%  05/15/97    71
Ford Motor Co                         7.750%  06/15/43    74
Ford Motor Cred                       6.200%  03/20/15    75
GB Property Fndg                     11.000%  09/29/05    51
Graftech Intl                         1.625%  01/15/24    74
Gulf Mobile Ohio                      5.000%  12/01/56    73
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    36
Home Prod Intl                        9.625%  05/15/08    69
Inland Fiber                          9.625%  11/15/07    66
Insight Health                        9.875%  11/01/11    48
Iridium LLC/CAP                      10.875%  07/15/05    23
Iridium LLC/CAP                      11.250%  07/15/05    24
Iridium LLC/CAP                      13.000%  07/15/05    23
Iridium LLC/CAP                      14.000%  07/15/05    25
Isolagen Inc.                         3.500%  11/01/24    73
K&F Industries                        9.625%  12/15/10    70
Kaiser Aluminum                       9.875%  02/15/02    49
Kaiser Aluminum                      12.750%  02/01/03     9
Kellstrom Inds                        5.500%  06/15/03     0
Kitty Hawk Inc                        9.950%  11/15/04     2
Kmart Corp                            8.540%  01/02/15    28
Kmart Corp                            8.990%  07/05/10     4
Kmart Corp                            9.350%  01/02/20    12
Kmart Funding                         8.800%  07/01/10    30
Liberty Media                         3.750%  02/15/30    59
Liberty Media                         4.000%  11/15/29    65
Lifecare Holding                      9.250%  08/15/13    74
Macsaver Financl                      7.400%  02/15/02     4
Macsaver Financl                      7.600%  08/01/07     3
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    66
Merrill Lynch                        10.000%  08/15/12    72
MHS Holdings Co                      16.875%  09/22/04     0
Movie Gallery                        11.000%  05/01/12    66
MSX Int'l Inc.                       11.375%  01/15/08    70
Muzak LLC                             9.875%  03/15/09    56
New Orl Grt N RR                      5.000%  07/01/32    67
Northern Pacific RY                   3.000%  01/01/47    56
Northern Pacific RY                   3.000%  01/01/47    56
Northwest Airlines                    6.625%  05/15/23    46
Northwest Airlines                    7.248%  01/02/12    20
Northwest Airlines                    7.625%  11/15/23    46
Northwest Airlines                    7.875%  03/15/08    47
Northwest Airlines                    8.700%  03/15/07    50
Northwest Airlines                    8.875%  06/01/06    45
Northwest Airlines                    9.179%  04/01/10    23
Northwest Airlines                    9.875%  03/15/07    47
Northwest Airlines                   10.000%  02/01/09    45
Northwest Airlines                   10.500%  04/01/09    48
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    68
Oakwood Homes                         8.125%  03/01/09     7
Oscient Pharm                         3.500%  04/15/11    68
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     0
Outboard Marine                      10.750%  06/01/08     4
Overstock.com                         3.750%  12/01/11    74
Owens Corning                         7.000%  03/15/09    54
Owens Corning                         7.500%  05/01/05    56
Owens Corning                         7.500%  08/01/18    54
Owens Corning                         7.700%  05/01/08    54
Owens-Corning Fiber                   8.875%  06/01/02    55
Owens-Corning Fiber                   9.375%  06/01/12    75
PCA LLC/PCA Fin                      11.875%  08/01/09    21
Pegasus Satellite                     9.625%  10/15/49    11
Pegasus Satellite                     9.750%  12/01/06    12
Pegasus Satellite                    12.500%  08/01/07    12
Phar-mor Inc                         11.720%  09/11/02     0
Piedmont Aviat                       10.250%  01/15/49     1
Pixelworks Inc                        1.750%  05/15/24    69
Plainwell Inc                        11.000%  03/01/08     2
Pliant Corp                          13.000%  07/15/10    40
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    50
Primus Telecom                        8.000%  01/15/14    64
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10    24
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04    18
RJ Tower Corp.                       12.000%  06/01/13    40
Rotech Healthcare                     9.500%  04/01/12    71
Salton Inc                           12.250%  04/15/08    68
Solectron Corp                        0.500%  02/15/34    73
Tekni-Plex Inc.                      12.750%  06/15/10    73
Tom's Foods Inc                      10.500%  11/01/04     9
Toys R Us                             7.375%  10/15/18    71
Tribune Co                            2.000%  05/15/29    65
Triton Pcs Inc.                       8.750%  11/15/11    69
Triton Pcs Inc.                       9.375%  02/01/11    68
Tropical Sportsw                     11.000%  06/15/08     7
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      7.870%  01/30/19    54
United Air Lines                      9.020%  04/19/12    56
United Air Lines                      9.560%  10/19/18    61
United Air Lines                     10.125%  03/22/15    50
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                          10.250%  01/15/49     5
US Air Inc.                          10.250%  01/15/49    11
US Air Inc.                          10.300%  07/15/49     6
US Air Inc.                          10.550%  01/15/49    45
US Air Inc.                          10.680%  06/27/08     2
US Air Inc.                          10.700%  01/01/49    22
US Air Inc.                          10.700%  01/15/49    23
US Air Inc.                          10.700%  01/15/49    44
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.750%  01/15/49    25
USAutos Trust                         5.100%  03/03/11    75
Venture Holdings                      9.500%  07/01/05     1
Venture Holdings                     11.000%  06/01/07     0
Vesta Insurance Group                 8.750%  07/15/25    10
Werner Holdings                      10.000%  11/15/07    20
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    69
Winn-Dixie Store                      8.875%  04/01/08    74
Winsloew Furniture                   12.750%  08/15/07    26
Winstar Comm                         14.000%  10/15/05     0
Xerox Corp.                           0.570%  04/21/18    34
Ziff Davis Media                     12.000%  07/15/10    40

                             *********

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 ***