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

           Monday, September 11, 2006, Vol. 10, No. 216

                             Headlines

ACCURATE HOME: Court Dismisses Trustee Avoidance Action Complaint
ADVANCED ACCESSORY: Debt Retirement Cues S&P to Withdraws Ratings
ALDERWOODS GROUP: Commences Tender Offer for 7.75% Senior Notes
ALLIED HOLDINGS: Stephen Newlin Wants to Conduct Rule 2004 Probe
ALLIED HOLDINGS: CSX Transportation's Claim Deemed Timely Filed

AMERICAN COMMERCIAL: Lower Leverage Cues Moody's to Lift Ratings
AMERICAN MEDIA: Financial Filing Delays Cue S&P to Cut Ratings
AMERICAN REAL: Intends to Sell Oil and Gas Assets to Riata Energy
AMES DEPARTMENT: Hires Atwell Curtis to Collect Judgment Payments
ANN TAYLOR: Improved Operating Results Cue S&P's Positive Outlook

ASARCO LLC: Perrell OK'd as Asbestos Debtors' Officer & Director
ATLAS PIPELINE: Earns $9.7 Million in 2006 Second Quarter
BEST MANUFACTURING: Court Okays Logan & Co. as Noticing Agent
BON-TON STORES: Provides Financial Impact of Carson Store Closing
BON-TON STORES: Posts $19.8 Mil. Net Loss in Quarter Ended July 29

BRIDGE INFORMATION: 8th Cir. Denies Rehearing on Gulfcoast Matter
CATHOLIC CHURCH: Morning Star Balks at Spokane & OAIC Settlement
CATHOLIC CHURCH: Spokane Gets Okay to Sell Five Real Properties
CG MULTIFAMILY: Wants Until October 11 to Remove Litigations
CITATION CORP: Lenders Don't Have Valid Lien on Steel Inventory

COLLINS & AIKMAN: Disclosure Statement Status Conference Set Today
COMPLETE RETREATS: Wants to Assume Three Premium Financing Pacts
COMPLETE RETREATS: Court Vacates Order Denying Intagio's Request
CONMACO/RECTOR: Reorganized Debtors' Suit Against DECO Dismissed
DAEWOO MOTOR: 11th Cir. Nixes Lawsuit Against Auto Manufacturers

DANA CORP: Asserts Compliance of Navistar Truck Lease Agreement
DANA CORPORATION: Genuine Withdraws Request to Freeze Debt Payment
DELPHI CORP: Moving Part of French Operations to Hungary
DELPHI CORP: Robert Bosch Mulls Delphi, Dana Purchase
DELTA AIR: Recalls Pilots to Support Transformation Plan

DELTA AIR: Can Enter Into J. Aron Fuel Supply Agreement
DOLPHINITE INC: Lack of Privity Barred Breach of Warranty Claims
EASY GARDENER: Wants Exclusive Solicitation Period Extended
E.L. TOOL: Case Summary & 15 Largest Unsecured Creditors
EMMIS COMMS: S&P Holds B+ Corp. Credit Rating on Negative Watch

FLYI INC: Wants to Walk Away from 2,500 Contracts and Leases
FLYI INC: M&T Wants Rejection of Aircraft Documents Denied
FOAMEX INTERNATIONAL: Trade Creditors Sell 44 Claims
FORD MOTOR: New President and CEO Getting $2 Mil. Annual Salary
FUNCTIONAL RESTORATION: Wants Oct. 7 Set as Admin. Claims Bar Date

GINGISS GROUP: Ch. 7 Trustee Hires Andrew Sklar as Special Counsel
HAWS & TINGLE: Disclosure Statement Hearing Set on September 28
HOLLINGER INC: Unit Agrees to Buy Toronto Property for $19.6 Mil.
HOLLYWOOD THEATERS: S&P Affirms B Rating & Removes Negative Watch
INTELSAT CORP: Moody's Rates Proposed Senior Term Loan at B2

INTELSAT CORP: S&P Rates $667 Million Senior Facility at B
INTERSTATE BAKERIES: Inks 8th Amendment on JPMorgan DIP Facility
INTERSTATE BAKERIES: Has Until Jan. 31 to Exclusively File Plan
IPC ACQUISITION: S&P Rates $465 Million Senior Facility at B+
LYONDELL CHEMICAL: Moody's Rates $1.775 Billion Term Loan at Ba3

LYONDELL CHEMICAL: Fitch Rates New $1.775 Billion Sr. Notes at BB-
MACDERMID INC: Purchase Offer Prompts Moody's to Revise Outlook
MED DIVERSIFIED: Court Rejects Valuation Experts in Addus Lawsuit
MERIDIAN AUTOMOTIVE: Files Fourth Amended Plan of Reorganization
NOBEX CORP: Judge Sontchi Approves Amended Disclosure Statement

NOBEX CORP: Plan Confirmation Hearing Scheduled on October 11
RADIO ONE: Increasing Leverage Prompts S&P's Negative Watch
REFCO INC: Forex Capital Wants $473,260 Administrative Claim Paid
REFCO INC: Wants to Walk Away from 18 Trading Operation Contracts
REPUBLIC STORAGE: Panel Hires Donlin Recano as Information Agent

REPUBLIC STORAGE: Court Appoints John Rudd as Responsible Party
RUSSEL METALS: Revenues Increase by 6% to $686 Mil. in Second Qtr.
SAINT VINCENTS: Wants to Borrow $798K to Pay Insurance Premiums
SAINT VINCENTS: Inks Set Off Deal with New York Dialysis
SILICON GRAPHICS: Inks Stipulation with Intel & Constellation

SILICON GRAPHICS: Gets Okay to Hire Paul Hastings as IP Counsel
SOUTHAVEN POWER: Wants to Sell Portland General Common Stock
SOUTHWEST RECREATIONAL: Ch. 7 Trustee Wants to Settle with Zurich
SPOKANE RACEWAY: Court Approves Bruce Boyden as Bankruptcy Counsel
SPOKANE RACEWAY: Court Approves Tom May as Bankruptcy Co-Counsel

SUPERB SOUND: Has No Assets Left, Wants Chapter 11 Case Dismissed
SUPERB SOUND: Kimco Wants Greenwood Lease Assumption Denied
TRIGEM COMPUTER: Receives Letter of Interest from Lenovo
TRIGEM COMPUTER: Gateway Wants Stay Lifted to File Lawsuit
UNITED RENTALS: Moody's Raises Senior Secured Notes' Rating to B1

UNITY VIRGINIA: Court Okays Gandy Calverley as Accountant
UNITY VIRGINIA: Court Okays Mullins Harris as Special Counsel
VARIG S.A.: Resolving Sojitz's Permanent Injunction Complaint
VENTAS INC: Acquiring Reichmann Family Assets for $649 Million
WARD PRODUCTS: U.S. Trustee Appoints Six-Member Official Committee

WOLVERINE TUBE: Shelves Business Combination Talks
WORLD HEALTH: IRS Wants Cases Converted to Ch. 7 or Dismissed
WORLD HEALTH: Committee Wants Chapter 11 Trustee Appointed

* M. Roberts to Lead Alvarez & Marsal's Southeast Expansion

* BOND PRICING: For the week of September 4 -- September 8, 2006

                             *********

ACCURATE HOME: Court Dismisses Trustee Avoidance Action Complaint
-----------------------------------------------------------------
Michael Chiasson, the chapter 7 trustee overseeing the liquidation
of Accurate Home Inspectors, Inc., sued Sterling J. Cardon, Jr.,
and Vicki M. Cardon (the debtor's officers, directors and
shareholders), Carrie E. Booker and Accurate Home Inspections, LLC
(formed by Mr. Cardon and Ms. Booker in 2001) (Bankr. E.D. La.
Adv. Pro. No. 04-1034), in an attempt to:

   -- avoid certain payments under 11 U.S.C. Secs. 547, 548, 549;

   -- return of unlawful distributions under La. Rev. Stat. Sec.
      12:92;
   
   -- recover payment of certain loans under 11 U.S.C. Secs. 542
      and 549;

   -- recover damages for failure to comply with court orders and
      other bankruptcy obligations;

   -- turnover and/or avoidance of certain transfers of property;

   -- pursue alter ego claims.

Ms. Booker answered with a general denial of the trustee's claims.  
Ms. Booker also asserted that she has not purchased any property
from the debtor.  

Accurate Home Inspections, LLC, also answered and asserted a
number of affirmative defenses.

On March 31, 2005, the Bankruptcy Court approved a compromise
between the trustee and defendants Sterling Cardon, Jr., and Vicki
Cardon.

On March 23, 2005, the Honorable Jerry A. Brown held a trial on
the counts of the complaint pertaining to Ms. Booker and the LLC.  

In a Memorandum Opinion published at 2005 WL 4674781, Judge Brown
relates that the agreement to form the LLC provided for:

    (a) Ms. Booker to buy "the right to use the Accurate/Sterling
        name, the client list, and an employment contract" from
        Mr. Cardon;

    (b) Mr. Cardon to be employed by the LLC for not less than
        four years;

    (c) Mr. Cardon to receive $60,000; and

    (d) Mr. Cardon's four-year noncompetition agreement.

On Nov. 15, 2001, Ms. Booker wrote a $60,000 check to Mr. Cardon.  
On the check, in the memorandum section, are written the words for
"employment contract/loan."  Barely three months after the
partnership agreement was signed, on Feb. 19, 2002, Accurate Inc.
filed a voluntary Chapter 7 petition (Bankr. E.D. La. Case No. 02-
10998).  

The trustee contends that the $60,000 proceeds from the purchase
of alleged property of the debtor belongs to the estate, and
should be turned over to him.  Alternatively, the trustee asserts
that the estate did not receive a benefit from the transfer of the
debtor's property to Ms. Booker, and the transaction should be
avoided.  

Ms. Booker contends that a sale of assets by the debtor did not
occur.  Instead, she argues that she contracted directly with Mr.
Cardon for his employment, and that she purchased from Mr. Cardon
the Accurate name, the client list and the employment contract for
$60,000.

Judge Brown says Ms. Booker is right.  At best, Judge Brown
explains, the trustee's argument is that Ms. Booker transferred
$60,000 to Mr. Cardon that should have been paid to Accurate Inc.
for the sale of Accurate Inc.'s property.  Judge Brown finds that
the trustee has not shown that assets of the debtor were
transferred.  What the trustee has shown is that Ms. Booker
contracted for the employment of Mr. Cardon, and paid Mr. Cardon
for the agreed upon services.  This is insufficient under any of
the various causes of action alleged by the trustee.

Accordingly, Judge Brown dismissed the trustee's complaint as to
Carrie Booker and Accurate Home Inspection Services, LLC.


ADVANCED ACCESSORY: Debt Retirement Cues S&P to Withdraws Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit
and debt ratings on Advanced Accessory Systems LLC, as previously
planned, following the company's announcement that it had retired
virtually all of its rated debt with proceeds from the divestiture
of its towing system businesses in the U.S. and Europe to Sweden's
Thule AB for $203 million.

AAS successfully tendered for 99.7% of its $150 million 10.75%
senior operating company notes and 100% of its $88 million 13.25%
senior holding company discount notes not owned by AAS affiliates.


ALDERWOODS GROUP: Commences Tender Offer for 7.75% Senior Notes
---------------------------------------------------------------
Alderwoods Group, Inc. commenced a cash tender offer to purchase
any and all of its outstanding 7.75% Notes due Sept. 15, 2012
(CUSIP No. 014383AF0).  The aggregate principal amount of the
Notes is $200,000,000.

In conjunction with the tender offer, Alderwoods is soliciting
consents from holders to effect certain amendments to the
indenture governing the Notes to eliminate substantially all of
the restrictive covenants as well as certain events of default.  
Adoption of the proposed amendments requires the consent of
holders of at least a majority of the principal amount of Notes
outstanding.  The tender offer and consent solicitation are being
made pursuant to an Offer to Purchase and Consent Solicitation
Statement dated Sep. 7, 2006, which sets forth more fully the
terms and conditions of the tender offer and consent solicitation.

The tender offer is scheduled to expire at 11:59 p.m., New York
City time, on Oct. 5, 2006, unless extended or earlier terminated.  
The consent solicitation will expire at 5:00 p.m., New York City
time, on Sept. 20, 2006, unless extended or earlier terminated.

The total consideration to be paid for each validly tendered Note,
subject to the terms and conditions of the tender offer and
consent solicitation, will be paid in cash and calculated based in
part on the 3-1/8% U.S. Treasury Note due Sept. 15, 2008.  The
total consideration for each $1,000 principal amount of Notes will
be equal to the present value of $1,038.75 (the amount payable on
Sept. 15, 2008, the first date on which the Notes are redeemable)
and all future interest payments payable up to and including the
Earliest Redemption Date, determined as set forth below at a
yield, equal to the sum of (x) the yield on the Reference Security
as calculated by the Dealer Manager in accordance with standard
market practice, based on the bid price for such Reference
Security as of 2:00 p.m., New York City time, on the eleventh
business day immediately preceding the Expiration Date, namely
Sept. 20, 2006, assuming that the Expiration Date is not extended,
as displayed on the reference page of the Bloomberg Government
Pricing Monitor or any other source selected by the Dealer Manager
in its sole discretion if the Bloomberg Government Pricing Monitor
is not available or is erroneous, and (y) 50 basis points, minus
any accrued and unpaid interest up to, but not including, the
payment date.  The detailed methodology for calculating the total
consideration for Notes is outlined in the Offer to Purchase and
Consent Solicitation Statement dated Sept. 7, 2006, relating to
the tender offer and the consent solicitation.

Holders who tender on or prior to the Consent Date will be
eligible to receive the total consideration, which includes a $20
consent payment per $1,000 principal amount of notes.  Tendered
Notes may not be withdrawn, and consents may not be revoked, after
the Consent Date.  Holders who tender after the Consent Date and
on or prior to the Expiration Date will be eligible to receive the
total consideration less the consent payment of $20 per $1,000
principal amount of Notes.  In either case, Alderwoods will pay
holders whose Notes are validly tendered and accepted for
purchase, accrued and unpaid interest up to, but not including,
the payment date.  Payments are expected to be made promptly after
the Expiration Date.  Holders who tender their Notes must consent
to the proposed amendments.

The obligation to accept for purchase and to pay for Notes in the
tender offer is conditioned on, among other things:

   * The consummation of the previously announced acquisition of
     Alderwoods by Service Corporation International pursuant to
     the Agreement and Plan of Merger, dated April 2, 2006, by and
     among SCI, Coronado Acquisition Corporation and Alderwoods,
     on or prior to the Expiration Date;

   * The tender of Notes representing at least a majority of the
     principal amount of Notes outstanding on or prior to the
     Consent Date;

   * The receipt of financing, in an amount and on terms
     satisfactory to SCI, sufficient to pay, together with cash on
     hand, all amounts needed in connection with the Acquisition
     and refinancing transactions and to purchase all Notes
     tendered and Consents delivered; and

   * The execution of a supplemental indenture implementing the
     proposed amendments to the indenture governing the Notes,
     which will eliminate substantially alll of the restrictive
     covenant as well as certain events of default.

Alderwoods has retained J.P. Morgan Securities Inc. to serve as
the exclusive Dealer Manager and Solicitation Agent for the tender
offer and the consent solicitation.  Questions concerning the
terms of the tender offers may be directed to:

     J.P. Morgan Securities Inc.
     Telephone (212) 270-3994 (call collect)

Copies of the Offer to Purchase may be obtained by calling the
information agent:

     Global Bondholder Services Corporation
     Toll-free (866) 470-3900 or (212) 430-3774

                         Alderwoods Group

Headquartered in Cincinnati, Ohio, Alderwoods Group, Inc.
(NASDAQ:AWGI) -- http://www.alderwoods.com/-- is an operator of  
funeral homes and cemeteries in North America, based upon total
revenue and number of locations.  The Company provides funeral and
cemetery services and products on both an at-need and pre-need
basis.  In support of the pre-need business, the Company operates
insurance subsidiaries that provide customers with a funding
mechanism for the pre-arrangement of funerals.

                         *     *     *

As reported in the Troubled Company Reporter on April 3, 2006,
Standard & Poor's Ratings Services raised its credit ratings on
Alderwoods, including the corporate credit rating, which was
raised to 'BB-' from 'B+'.  S&P said the outlook is stable.

On July 14, 2006, Moody's reported that its ratings of the
Alderwoods Group had been upgraded.  The corporate credit rating
increased from B2/positive outlook to B1/stable outlook.  The
senior secured debt was increased from B1 to Ba3 and the senior
unsecured notes increased from B2 to B1.


ALLIED HOLDINGS: Stephen Newlin Wants to Conduct Rule 2004 Probe
----------------------------------------------------------------
Stephen G. Newlin asks the U.S. Bankruptcy Court for the Northern
District of Georgia for authority to examine under oath Allied
Holdings, Inc., including any subsidiary and affiliates, pursuant
to Rule 2004 of the Federal Rules of Bankruptcy Procedure, and to
direct the Debtors to produce documents pursuant to Rule 7026 of
the Federal Rules of Bankruptcy Procedure and Rule 45 of the
Federal Rules of Civil Procedure.

Mr. Newlin had filed a complaint in the Superior Court of Paulding
County, Georgia, in February 2006  seeking to recover monetary
damages against Allied Automotive Group.  The Complaint alleges
that Aaron Allen, an employee of AAG, caused an automobile
collision on Sept. 9, 2004.  Mr. Allen denied any involvement in
the alleged accident.  Mr. Newlin obtained a default judgment
against AAG for $1,575,000 on June 21, 2006.

Specifically, Mr. Newlin wants to examine Cabe Daniels of
Allied's legal department, as well as the corporate
representatives most knowledgeable about:

    (a) the delivery made by the Debtors to the Carl Black Pontiac
        Buick GMC Hummer dealership, located at 11225 Alpharetta
        Highway, in Roswell, Georgia, on September 9, 2004, at
        approximately 2:30 p.m.;

    (b) the Debtor entity that owned the vehicle that made the
        September 9 delivery;

    (c) the employment of Aaron Allen;

    (d) any insurance or self-insurance applicable to the vehicle
        or the driver who made the September 9 delivery;

    (e) the processing, investigation, adjustment, negotiation and
        settlement of vehicular claims;

    (f) the entity that hired Allied to make the September 9
        delivery; and

    (g) the receipt of Mr. Newlin's lawsuit from the agent for
        Allied's service and the action that was or should have
        been taken.

Mr. Newlin also seeks to examine Allied Holdings, Inc., Allied
Automotive Group, Inc., Allied Systems, LTD. (L.P.), Allied
Systems (Canada) Company, QAT, Inc., RMX LLC, Transport Support
LLC, F.J. Boutell Driveaway, LLC, Allied Freight Broker LLC, GACS
Incorporated, Commercial Carriers, Inc., Axis Group, Inc., Kar-
Tainer International LLC, Axis Netherlands, LLC, Axis Areta, LLC,
Logistic Technology, LLC, Logistic Systems, LLC, CT Services,
Inc., Cordin Transport LLC, Terminal Services LLC, Axis Canada
Company, Ace Operations, LLC, and ATT Industries, Inc.

John F. Daugherty, Esq., at Greer, Klosik, Daugherty, Swank and
McCune, in Atlanta, Georgia, relates that these entities have
information regarding matters necessary for the administration of
the estate.

Mr. Newlin wants the entities' Bankruptcy 2004 exam to be
conducted at the law offices of Allied's counsel or another place
designated by Allied.

                     Debtors Oppose Discovery

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, argues that the discovery sought by Mr. Newlin is
abusive and intends to harass the Debtors.  The discovery request
contemplates the examination of 24 entities, including foreign
companies on a single day along with one of the Debtors' in-house
attorneys, on less than seven business days' notice.

Mr. Winsberg asserts that the only matter pending before the
Court with respect to Mr. Newlin is the Debtors' request for
sanctions.  The use of Rule 2004 to further Mr. Newlin's case in
state court constitutes an abuse of the statute, Mr. Winsberg
notes.

Moreover, Mr. Winsberg points out that until it has been finally
determined that Mr. Newlin may pursue his prepetition claims, no
discovery should be undertaken.

The Debtors, hence, ask the Court to:

    * deny the Discovery Request;

    * grant the Sanctions Motion; and

    * require Mr. Newlin to reimburse the Debtors for attorneys'
      fees and costs incurred in opposing the Discovery Request.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide       
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/  
or 215/945-7000)


ALLIED HOLDINGS: CSX Transportation's Claim Deemed Timely Filed
---------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Northern District of Georgia, Allied Holdings, Inc., its debtor-
affiliates and CSX Transportation agree that the CSX Rejection
Claim will be deemed timely filed.  All objections to the CSX
Rejection Claim, other than timeliness, are reserved.

In 1992, one of the Debtors and Consolidated Rail Corporation
entered into an "agreement to enter and load on Conrail
property."  CSX Transportation is successor-in-interest to Conrail
with respect to Conrail's interests in the Agreement.

The Agreement was rejected effective Dec. 28, 2005.  CSX had until
Feb. 26, 2006, to file a proof of claim arising out of the
rejection.

Pursuant to discussions held in March 2006, the Debtors and CSX
agreed that CSX had until April 30 to file its rejection claim.
Subsequently, CSX filed its Rejection Claim prior to April 30.

Except as provided in the Stipulation, the order establishing a
deadline for filing prepetition proofs of claim remain in full
force and effect.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide       
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/  
or 215/945-7000)


AMERICAN COMMERCIAL: Lower Leverage Cues Moody's to Lift Ratings
----------------------------------------------------------------
Moody's Investors Service raised American Commercial Lines LLC's
Corporate Family Rating to B1 from B2, and affirmed the B3 senior
unsecured and the SGL-2 Speculative Grade Liquidity ratings.  The
rating outlook is stable.

The B1 Corporate Family Rating reflects ACL's improved operating
results, and better financial flexibility with lower leverage and
solid liquidity.  ACL's profits are up sharply, as the company is
benefiting from a cyclically strong rate environment for inland
barge companies, combined with productivity gains in each of its
segments.  As well, ACL's manufacturing segment also has strong
prospects due to the onset of a potentially significant barge
replacement cycle.

The company reduced debt over the past year with free cash flow
from operations as well as the proceeds of a primary equity
offering. With an EBIT margin of 12.6%, Debt of 2.5x and EBIT
of almost 3.1x for the Last Twelve Months to June 2006, ACL's
metrics are consistent with a Ba3 corporate family rating.  
However, ACL's B1 corporate family rating considers the highly-
cyclical nature of the inland barge sector which can quickly
stress leverage and coverage measures during the down cycle.  
Also, constraining the B1 rating is the potential for an
acquisitive growth strategy that could be debt funded.  The
potential for acquisitions makes it unlikely for the company to
de-lever its capital structure further.  In addition, the
potential negative effect on cash flow following any restrictions
on navigability on the inland waterways during adverse weather
conditions or prolonged maintenance of river infrastructure is
also considered in the B1 rating.  The SGL-2 reflects Moody's view
of good liquidity, with the expectation of strong free cash flow
and considerable availability under the $250 million revolving
credit facility.

The 9.5% Senior Unsecured Notes due 2015 co-issued by ACL
and ACL Finance Corp., are guaranteed by substantially all
subsidiaries of the issuers, as well as downstream from one direct
and one indirect holding company parent.  However, the Notes are
effectively subordinated as substantially all of ACL's assets
secure the company's revolving credit facility.  The B3 rating on
the Notes reflects this priority of claim as well as Moody's view
of recovery value in a liquidation of ACL.  In Moody's view, the
asset base provides reasonable protection to the revolving credit,
although not with a level of cushion that would provide adequate
coverage of unsecured obligations including the Notes.

The stable outlook reflects Moody's belief that cash flow from
core barge operations will remain strong over the near term with
continued high freight rates on a steady demand.  Predictable
operating results should offset pressure on leverage and coverage
that could result from any increased debt and merger integration
risk associated with an acquisitive growth strategy.  The ratings
could be downgraded if ACL were to sustain Debt above 4x or EBIT
below 2x which could result from a prolonged downturn in freight
rates or interruption of navigability of a key artery of the
inland waterway, as could a large acquisition that was financed
primarily with debt.  There is little upward pressure over the
near to intermediate term. However, over the long term, ACL's
ability to maintain Debt below 3x, an EBIT margin above 14% and
EBIT of more than 4x could result in an upgrade.

Upgrades:

Issuer: American Commercial Lines LLC

   * Corporate Family Rating, Upgraded to B1 from B2

American Commercial Lines LLC, headquartered in Jeffersonville,
Indiana is one of the largest integrated marine transportation and
services companies in the United States, providing barge
transportation and related services, and barge, towboat and
other vessel construction.


AMERICAN MEDIA: Financial Filing Delays Cue S&P to Cut Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on American
Media Operations Inc. (CCC+/Watch Neg/--).  Ratings remained on
CreditWatch with negative implications, where they were placed on
Feb. 21, 2006.

The Boca Raton, Florida-based magazine and tabloid newspaper
publisher had debt of about $1 billion as of June 30, 2006.

"The downgrade and continued negative CreditWatch listing reflect
the company's continued delays in filing its financial statements
with the SEC and weak operating performance, which may impair
liquidity," said Standard & Poor's credit analyst Hal F. Diamond.

American Media still needs to restate its SEC Form 10-K for the
fiscal year ended March 31, 2005, and has not filed its Form 10-Q
since the quarter ended Sept. 30, 2005.  The company has received
another extension of covenant requirements for financial statement
reporting from its bondholders and banks until Oct. 31, 2006.
However, a continued delay in filing could lead to an event of
default unless the company receives subsequent extensions.

The company has again revised downward its estimates for the
fiscal year ended March 31, 2006, following a June downward
revision, reflecting lower high-margin newsstand sales for its
core publications.

Standard & Poor's believes that a recent rebound in newsstand
circulation may not be sustainable amid the competitive
environment for celebrity magazines.  Also, the company
has recently replaced its CFO, who was hired in January 2006,
continuing a pattern of turnover in financial management.
     
AMI is attempting to sell five of its special-interest magazines,
representing about one-quarter of its EBITDA, which may improve
liquidity.  However, Standard & Poor's believes that the sale
process may be delayed if the company is unable to file financial
statements on a timely basis.


AMERICAN REAL: Intends to Sell Oil and Gas Assets to Riata Energy
-----------------------------------------------------------------
Riata Energy, Inc., and American Real Estate Partners, L.P., have
entered into an exclusivity agreement and letter of intent
pursuant to which Riata would obtain an option to acquire NEG Oil
& Gas LLC, a wholly-owned subsidiary of AREP which holds all of
AREP's oil and gas investments.  The option and exclusivity period
would expire in 70 days, subject to extension in certain
circumstances.

The letter of intent provides that the aggregate consideration for
the acquisition would be $1.519 billion, subject to certain
adjustments.  As part of the consideration, Riata would issue 12.8
million shares of its common stock at $19 per share.  The balance
of the consideration, $1.025 billion, would be payable in cash, of
which $10 million has been paid to AREP.  Riata would also assume
up to $300 million of debt of NEG Oil & Gas and receive
$50 million in cash.

The transaction would include the acquisition of all of the issued
and outstanding membership interests of NEG Holding LLC held by
National Energy Group, Inc., which are to be acquired by NEG Oil &
Gas in a restructuring transaction to occur contemporaneously with
the closing of the transactions contemplated by the letter of
intent.  The transaction would not include the acquisition of any
equity ownership of National Energy Group, Inc.

The letter of intent provides for a 70-day exclusivity period,
during which AREP and certain of its affiliates have agreed not to
solicit, negotiate or accept competing proposals.

Tom L. Ward, Riata's Chairman and CEO, said, "This transaction
continues to focus Riata on our largest asset, the West Texas
Overthrust Belt.  With the consummation of the NEG acquisition, as
well as six other property acquisitions since May 1, we would have
over 83% Working Interest in the Pinon Field and over 260,000 net
acres of land in the West Texas Overthrust Belt.  We project that,
if we close this acquisition, by the end of this year our
production should increase by five fold and would plan to
implement a 20 rig-drilling program in Pinon Field by year end
2007.  The acquisition would also expand our core area of
operations to include East Texas, the Gulf Coast and the Gulf of
Mexico.  NEG would bring a great staff and we look forward to
welcoming them to Oklahoma City.  In fact, many would be returning
home as NEG was the successor company to Alexander Energy
Corporation, which was based in Oklahoma City until 1996."

Carl C. Icahn, AREP's Chairman, said, "AREP's investment in NEG
Oil & Gas has proven to be tremendously successful.  I commend Bob
Alexander and his team for their efforts in building a great
company.  We believe that by combining these assets with Riata
they will be positioned to grow to the next level."

A copy of the exclusivity agreement and letter of intent is
available for free at http://researcharchives.com/t/s?114b

                           About Riata

Riata Energy Inc. -- http://www.riataenergy.net/-- is an oil and  
natural gas company with its principal focus on exploration and
production.  Riata also owns and operates drilling rigs and a
related oil field services business operating under the Lariat
Services Inc. brand name; gas gathering, marketing and processing
facilities; and, through its subsidiary PetroSource Energy
Company, CO2 treating and transportation facilities and tertiary
oil recovery operations.  

                            About NEG

NEG Oil & Gas is an independent oil and gas exploration,
development and production company based in Dallas, Texas.  The
core areas of operations of NEG Oil & Gas are the Val Verde and
Permian Basins of West Texas, the Cotton Valley Trend in East
Texas, the Gulf Coast and the Gulf of Mexico.  NEG Oil & Gas also
owns oil and gas properties in the Anadarko and Arkoma Basins of
Oklahoma and Arkansas.

                        About American Real

American Real Estate Partners, L.P. -- http://www.areplp.com/--  
a master limited partnership, is a diversified holding company
engaged in a variety of businesses.  AREP's businesses currently
include gaming; oil and gas exploration and production; real
estate and home fashion.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2006,
Standard & Poor's Rating Services raised its ratings on senior
debt issued by American Real Estate Partners L.P. to 'BB+' from
'BB.'  The outlook is stable.


AMES DEPARTMENT: Hires Atwell Curtis to Collect Judgment Payments
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Ames Department Stores and its debtor-affiliates to
employ Atwell, Curtis & Brooks, Ltd., as their independent
contractor, to assist in the collection of certain of the
Judgments.

As reported in the Troubled Company Reporter on Aug. 2, 2006,
during 2003, the Debtors commenced approximately 2,000 preference
actions.  Since many defendants failed to timely answer or
otherwise appear in the Preference Actions, the Debtors sought
entry of default judgments.  To date, 62 default judgments
totaling $754,000 have been entered in the Debtors' favor upon
which collection has not been realized.

According to Rolando de Aguiar, president of Ames Department
Stores, Inc., the Debtors selected Atwell because of the firm's
knowledge and expertise in collecting accounts receivable,
including default judgments.  Atwell is highly qualified and able
to provide the necessary services in a timely and efficient
manner, Mr. Aguiar adds.

In a services agreement dated July 27, 2006, Atwell and the
Debtors agree that Atwell will:

    (a) review and analyze files concerning the Judgments;

    (b) investigate the location and assets of the defendants
        against which Judgments have been entered;

    (c) prepare reports regarding Judgment recovery efforts to
        allow the Debtors to evaluate the collection process;

    (d) negotiate settlements with defendants to effect collection
        of 80% or more of the individual Judgment amounts; and

    (e) use best efforts to obtain waivers from defendants of (i)
        asserted administrative claims, and (ii) claims arising
        pursuant to Section 502(h) of the Bankruptcy Code from
        settlement payments that are made.

Other principal and salient terms of the Services Agreement are:

    (1) Atwell retains the right to cancel the Services Agreement
        by giving the Debtors written notice within the first
        30 days.  After that, Atwell and the Debtors will each
        have the right to terminate the Agreement by giving 60
        days' written notice to the other party.  If the Debtors
        elect to terminate the Agreement without cause, Atwell
        will be paid 10% of the amount of the collection on
        account of each Judgment that is collected by the Debtors,
        for a period of six months after termination of the
        Agreement.  Atwell will have the right to attempt to
        obtain an Order of the Bankruptcy Court and conduct an
        audit of the Debtors' books and records during the
        six-month period after the termination of the Agreement,
        to verify the status of its accounts with the Debtors; and

    (2) During the course of the Services Agreement, the Debtors
        will not enter into any agreement or contract with any
        outside party other than Atwell to collect the Judgments
        without prior notice to Atwell.

The Debtors will pay Atwell a contingent fee of 10% of any cash
recovery or administrative claim reduction realized from the
resolution or settlement of the Judgments, to be paid in addition
to a 25% cumulative contingency fee for the settlement of, or
recovery from, any preference action.

Arlene M. Angelilli, president of Atwell, assures the Court that
her firm (i) does not hold or represent any interest adverse to
the Debtors, their creditors or other parties-in-interest, and
(ii) is a "disinterested person", as that term is defined in
Section 101(14) of the Bankruptcy Code.

Counsel for the Official Committee of Unsecured Creditors and the
Office of the United States Trustee do not object to Atwell's
proposed employment, Mr. Aguiar said.

Ames Department Stores filed for chapter 11 protection on
Aug. 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
83; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ANN TAYLOR: Improved Operating Results Cue S&P's Positive Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
specialty apparel retailer Ann Taylor Inc. to positive from
stable.  The 'BB-' corporate credit rating on the company is
affirmed.

"The outlook revision reflects ANN's improving operating results,
driven by the successful growth of its Ann Taylor Loft concept and
a recovery of its Ann Taylor Stores chain in recent quarters,"
said Standard & Poor's credit analyst Ana Lai.

"As a result, credit measures have strengthened to levels that are
above average for the rating."

The rating continues to reflect Ann Taylor Inc.'s high business
risk because of:

   * its participation in the highly competitive and fashion-
     sensitive specialty women's apparel industry;

   * historically inconsistent operating performance; and

   * the fast growth strategy of the ATL business.

New York-based Ann Taylor Inc. is the wholly owned operating
subsidiary of AnnTaylor Stores Corp.


ASARCO LLC: Perrell OK'd as Asbestos Debtors' Officer & Director
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi authorized the Asbestos Debtors to enter into an
agreement with William Perrell as their officer and director.

The Asbestos Debtors are Lac d'Amiante du Quebec Ltee, Lake
Asbestos of Quebec, Ltd., LAQ Canada, Ltd., CAPCO Pipe Company,
Inc., and Cement Asbestos Products Company.

As reported in the Troubled Company Reporter on July 5, 2006, the
Agreement provided that:

   (a) Mr. Perrell will serve as the Asbestos Debtors' officer
       and sole director;

   (b) the Asbestos Debtors will engage Mr. Perrell on an
       independent contractor basis;

   (c) it is Mr. Perrell's responsibility to pay any income or
       self-employment taxes; and

   (d) Mr. Perrell is not entitled to any retirement, insurance
       or other benefits from the Asbestos Debtors.

The Asbestos Debtors will pay Mr. Perrell:

   (i) $7,000, immediately after approval of the Agreement;
  (ii) a $4,000 monthly fee; and
(iii) all reasonable travel expenses.

ASARCO LLC guarantees all the payments due to Mr. Perrell if the
Asbestos Debtors default on their payments.

                         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).


ATLAS PIPELINE: Earns $9.7 Million in 2006 Second Quarter
---------------------------------------------------------
Atlas Pipeline Partners, L.P., reported earnings before interest,
taxes, depreciation and amortization, a non-GAAP measure, of
$20.8 million for the second quarter 2006 compared with
$10.9 million for the prior year second quarter, an increase of
$9.9 million or over 90%.

Net income for the second quarter 2006 was $9.7 million compared
with $3.6 million for the second quarter 2005.  The period over
period increase in EBITDA and net income was principally related
to contributions from the acquisitions of NOARK Pipeline System,
Limited Partnership, of which the Partnership acquired a 75%
ownership interest in October 2005 and the remaining 25% ownership
interest in May 2006, and ETC Oklahoma Pipeline, Ltd. in April
2005, as well as continued growth in the Partnership's Appalachian
operations. Total revenues, EBITDA, and net income for the six
months ended June 30, 2006 were $227.3 million, $41 million, and
$19.2 million, respectively, representing increases of
approximately 72%, 125%, and 145%, respectively, compared with the
prior year comparable period.

Excluding the effect of certain prior period entries recorded
during the period and solely for the purpose of comparing the
second quarter 2006 to the prior year second quarter, the
Partnership's Adjusted EBITDA for the second quarter 2006 was
$22.0 million, an $11.1 million or over 100% increase from the
second quarter 2005.  Adjusted net income was $10.9 million
representing an increase of $7.3 million or over 200% from the
second quarter 2005.  A schedule is provided at the end of this
release to reconcile net income to adjusted net income and
Adjusted EBITDA.

"We are pleased with our second quarter 2006 results, and this has
enabled us to increase our cash distribution to our limited
partners for the eighth consecutive quarter," said Edward E.
Cohen, Chairman and Chief Executive Officer of the Partnership's
general partner.  "Our Mid-Continent acquisitions are providing us
with solid cash flow, and we are looking for opportunities to grow
our presence in this region in the future.  The Sweetwater
processing facility is near completion and will be a key component
of our continuing internal growth initiatives.  The Appalachia
system showed greatly improved operating results this quarter, and
we expect to expand our operations as our affiliate, Atlas America
(NASDAQ: ATLS), continues to expand its drilling in the region."

On July 26, 2006, Atlas Pipeline Holdings, L.P. (NYSE: AHD), the
Company's general partner, issued 3,600,000 common units in an
initial public offering at a price of $23.00 per unit,
representing a 17.1% ownership interest.  The Company's general
partner continues to hold 1,641,026 common limited partnership
units in our Partnership, which it has held since our initial
public offering in January 2000.

Based in Moon Township, Pennsylvania, Atlas Pipeline Partners,
L.P. (NYSE: APL) -- http://www.atlaspipelinepartners.com/-- is  
active in the transmission, gathering and processing segments of
the midstream natural gas industry.  In the Mid-Continent region
of Oklahoma, Arkansas, northern Texas and the Texas panhandle, the
Partnership owns and operates approximately 2,565 miles of
intrastate gas gathering pipeline and a 565-mile interstate
natural gas pipeline.  The Partnership also operates two gas
processing plants and a treating facility in Velma, Elk City and
Prentiss, Oklahoma where natural gas liquids and impurities are
removed.  In Appalachia, it owns and operates approximately 1,500
miles of natural gas gathering pipelines in western Pennsylvania,
western New York and eastern Ohio.

Atlas America, Inc. (NASDAQ:ATLS) -- http://www.atlasamerica.com/  
-- the parent company of Atlas Pipeline Partners, L.P.'s general
partner and owner of 1,641,026 units of limited partner interest
of APL, is an energy company engaged primarily in the development
and production of natural gas in the Appalachian Basin for its own
account and for its investors through the offering of tax
advantaged investment programs.

                           *     *     *

Atlas Pipeline Partners L.P.'s 8-1/8% Senior Unsecured Notes due
2015 carry Moody's Investors Service's and Standard & Poor's
single-B rating.


BEST MANUFACTURING: Court Okays Logan & Co. as Noticing Agent
-------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
authorized Best Manufacturing Group LLC and its debtor-affiliates
to employ Logan & Company, Inc., as their claims and noticing
agent.

Logan & Company will:

   a) prepare and serve required notices in these chapter 11
      cases, including, without limitation:

        (i) the Section 341(a) Notice;

       (ii) Notice of the claims bar date;

      (iii) Notice of objections to claims;

       (iv) Notice of hearings on a disclosure statement and
            confirmation of a plan of reorganization; and

        (v) Other miscellaneous notices to any entities, as the
            Debtors or the Court may deem necessary or appropriate
            for an orderly administration of these chapter 11
            cases;

   b) file with the Clerk's Office a declaration of service that
      includes a copy of the notice involved, an alphabetical list
      of persons to whom the notice was served and the date and
      manner of service within five business days after the
      mailing of a particular notice;

   c) maintain copies of all proofs of claim and proofs of
      interest filed;

   d) maintain official claims registers for each of the Debtors
      by docketing all proofs of claim and proofs of interest on
      claims registers including, among other things:

        (i) the name and address of the claimant or interest
            holder and any agent thereof, if the proof of claim or
            proof of interest was filed by an agent;

       (ii) the date received;

      (iii) the claim number assigned;

       (iv) the asserted amount and classification of the claim;
            and

        (v) the applicable Debtor against which the claim or
            interest is filed;

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis, unless requested by the Clerk's
      Office on a more or less frequent basis;

   g) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim or proof of interest, which list
      shall be available free of charge upon request of a party in
      interest on the Limited Service List or the Clerk's Office
      and at the expense of any other party in interest upon the
      request of such party, and comply with all requests under
      for mailing labels duplicated from the mailing list (unless
      otherwise excused by Court order);

   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 as required by
      Bankruptcy Rule 3001(e);

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

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

   l) tabulate acceptances and/or rejections to any plan of
      reorganization and or liquidation filed by the Debtors;

   m) provide such other claims processing, noticing, and related
      administrative services as may be required from time to time
      by the Debtors;

   n) promptly comply with such further conditions and
      requirements as the Clerk's Office and or the Court may
      require;

   o) act as the Debtors' balloting agent, which may include some
      or all of the following services:

        (i) printing of ballots;

       (ii) preparing voting reports by plan class, creditor or
            shareholder and amount for review and approval by the
            client and its counsel;

      (iii) coordinating the mailing ballots, disclosure statement
            and plan of reorganization to all voting and non-
            voting parties and provide affidavit of service; and

       (iv) receiving ballots at a post office box, inspecting
            ballots for  conformity to voting procedures, date
            stamping and numbering ballots consecutively, and
            tabulating and certifying the results.

In addition, the Debtors also want Logan & company to assist them
with:

   (a) preparing and mailing customized proofs of claim to the
       creditors listed on the Debtors' Schedule of Liabilities,

   (b) preparation, mailing and tabulation of ballots for the
       purpose of voting to accept or reject a plan of
       reorganization and

   (c) any other additional services requested by the Debtors.

Kathleen M. Logan, a partner at Logan & Company, discloses that
the firm's professionals bill:

          Professional                Hourly Rate
          ------------                -----------
          Principal                      $270
          Account Executive Support      $185
          Programming Support            $150
          Project Coordinator            $125
          Data Prep Analysis             $100
          Clerical                        $45

Ms. Logan assures the Court that her firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Jersey City, New Jersey, Best Manufacturing Group
LLC -- http://www.bestmfg.com/-- and its subsidiaries manufacture  
and distribute textiles, career apparel and other products for the
hospitality, healthcare and textile rental industries.  The
Company and four of its subsidiaries filed for chapter 11
protection on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtors.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.


BON-TON STORES: Provides Financial Impact of Carson Store Closing
-----------------------------------------------------------------
The Bon-Ton Stores, Inc., disclosed on Aug. 25, 2006 it will close
the Carson Pirie Scott store at One South State Street in Chicago
by March 2007.  At that time, the Company was reviewing the
accounting treatment of associate severance costs.

The total estimated severance costs are $2.3 million on a pre-tax
basis, of which approximately 85% will be expensed in fiscal 2006.
The impact of this charge in fiscal 2006 is estimated to be $0.07
per share.

To reflect this charge, the Company is adjusting its fiscal 2006
earnings per share guidance range of $2.15 to $2.35 to a range of
$2.15 to $2.25.

The Company reaffirms its fiscal 2006 EBITDA guidance range of
$270 to $280 million.  Incentive payments to be received from the
landlord in connection with the closing approximate the value of
the assets sold and are not expected to have an impact on the
Company's fiscal 2006 earnings performance.

The store closing is expected to be slightly accretive to earnings
per share in fiscal 2007 and forward, but will prevent future
earnings losses created by the negatively trending sales and will
benefit the Company's cash flows.

The Bon-Ton Stores, Inc. -- http://www.bonton.com/-- operates 271  
department stores and seven furniture stores in 23 states in the
Northeast, Midwest and Great Plains under the Bon-Ton, Bergner's,
Boston Store, Elder-Beerman, Carson Pirie Scott, Herberger's and
Younkers nameplates.  The stores offer a broad assortment of
brand-name fashion apparel and accessories for women, men and
children, as well as cosmetics, home furnishings and other goods.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 2, 2006,
Fitch Ratings rated The Bon-Ton Stores, Inc.'s $1 billion senior
secured credit facility at 'B+/RR2'; $260 million mortgage loan
facility at 'B+/RR2'; and $525 million of senior unsecured notes
at 'CCC/RR6'.  Fitch also rated the Company's Issuer default
rating at 'B-'.

Fitch estimated that approximately $1.2 billion of debt would be
outstanding following BONT's acquisition of Saks Incorporated's
Northern Department Store Group, and said the Rating Outlook is
Stable.


BON-TON STORES: Posts $19.8 Mil. Net Loss in Quarter Ended July 29
------------------------------------------------------------------
The Bon-Ton Stores, Inc., reported a net loss of $19.8 million for
the second quarter of fiscal 2006 ended July 29, 2006, compared to
a net loss of $1.4 million in the second quarter of fiscal 2005.

The Company reported a net loss of $30.6 million for the twenty-
six weeks ended July 29, 2006, compared to a net loss of
$5.9 million for the comparable period last year.

Total sales for the second quarter of fiscal 2006 increased 172%
to $746.8 million, as compared to $274.3 million for the same
period last year.  Sales in the second quarter of fiscal 2006
include $464.7 million from the Carson's stores.  Bon-Ton
comparable stores sales increased 4.6%.

Total year-to-date sales increased 144% to $1,3 billion compared
to $536.9 million for the same period last year.  Sales year-to-
date include $775.9 million from the Carson's stores for the
period March 5, 2006 through July 29, 2006.  The Company had
acquired the Northern Department Store Group ("Carson's") from
Saks Incorporated in the first quarter of fiscal 2006.  Year-to-
date Bon-Ton comparable store sales increased 1.0%.

In the second quarter of fiscal 2006, gross margin dollars
increased $160.5 million compared to the prior year period.  The
gross margin rate decreased 1.6 percentage points, to 34.9% of net
sales, as compared to 36.6% reported in the prior year period,
primarily due to the liquidation of non-go-forward merchandise in
the Bon-Ton stores.  Year-to-date gross margin dollars increased
$275.6 million, as compared to the same prior year period.  The
year-to-date gross margin rate decreased 0.4 percentage point to
36.0% of net sales, as compared to 36.4% reported in the prior
year period.

Keith E. Plowman, Executive Vice President and Chief Financial
Officer, commented, "The results of the second quarter of fiscal
2006 reflect the continuation of the integration process.  Our
balance sheet is strong with inventory levels slightly under plan,
excess borrowing capacity of $248 million and capital spending
tracking to planned levels."

Mr. Plowman continued, "The integration of Bon-Ton and Carson's is
moving forward.  We continue to make significant progress in all
areas of the business, as we work to position our combined company
to benefit from more efficient operations in fiscal 2007." Mr.
Plowman noted that during the second quarter the Company:

     -- liquidated a significant portion of the non-go-forward  
        merchandise in the Bon-Ton stores, at a slightly faster
        rate than expected;

     -- began the receipt of the common merchandise assortment,
        including private brands, in the Bon-Ton stores;

     -- trained Bon Ton associates on the new assortment,
        particularly private brand merchandise, to permit them to
        educate customers on the value and quality of the
        offerings;

     -- began the common marketing/advertising calendar with the
        semi-annual home sale;

     -- controlled integration expenses to plan; and

     -- prepared for Phase I of the systems integration, including
        acceleration of certain back-office functions that had
        been slated for Phase II.

Mr. Plowman added, "We reaffirm our guidance of earnings per share
for fiscal 2006 of $2.15 to $2.35 and EBITDA in the range of $270
to $280 million.  Our guidance for fiscal 2006 reflects
preliminary purchase accounting for the Carson's acquisition,
which is subject to future revision.  Such revisions could have a
material impact upon our earnings per share guidance."

The Bon-Ton Stores, Inc. -- http://www.bonton.com/-- operates 271  
department stores and seven furniture stores in 23 states in the
Northeast, Midwest and Great Plains under the Bon-Ton, Bergner's,
Boston Store, Elder-Beerman, Carson Pirie Scott, Herberger's and
Younkers nameplates.  The stores offer a broad assortment of
brand-name fashion apparel and accessories for women, men and
children, as well as cosmetics, home furnishings and other goods.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 2, 2006,
Fitch Ratings rated The Bon-Ton Stores, Inc.'s $1 billion senior
secured credit facility at 'B+/RR2'; $260 million mortgage loan
facility at 'B+/RR2'; and $525 million of senior unsecured notes
at 'CCC/RR6'.  Fitch also rated the Company's Issuer default
rating at 'B-'.

Fitch estimated that approximately $1.2 billion of debt would be
outstanding following BONT's acquisition of Saks Incorporated's
Northern Department Store Group, and said the Rating Outlook is
Stable.


BRIDGE INFORMATION: 8th Cir. Denies Rehearing on Gulfcoast Matter
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on May 26, 2006, the
United States Court of Appeals for the Eighth Circuit affirmed
rulings by the Bankruptcy and District Courts awarding Scott P.
Peltz, the court-appointed plan administrator in the jointly
administered chapter 11 bankruptcy cases of Bridge Information
Systems, Inc. and certain of its affiliates, a $2,155,000 judgment
against Gulfcoast Workstation Corporation on account of avoidable
preference payments.  

Gulfcoast returned to the Eighth Circuit asking for a rehearing
before a three-judge panel or a rehearing en banc.  In a decision
published at 2006 WL 1716193, the Eighth Circuit declined
Gulfcoast's invitation.  

Gulfcoast, the Eighth Circuit says, failed to establish that the
use of remittance advice notations to direct application of the
Chapter 11 debtor's payments to specific invoices was ordinary in
the computer resale industry, as required to establish the
"ordinary course" defense to preference avoidance.  Although
Gulfcoast's witnesses offered testimony on the supplier's payment
relationship with Bridge, on its relationship with other
customers, and on industry-wide practices related to payment terms
and delinquency, this did not constitute objective evidence of the
industry-wide use of remittance advice notations to direct the
application of payments to specific invoices.  Even if other terms
of the debtor-supplier relationship were objectively ordinary, the
Eighth Circuit explains, this did not mitigate the fact that a key
element of that relationship was not.

                     About Bridge Information

Bridge Information Systems Inc. filed a voluntary petition for
bankruptcy under Chapter 11 of the U.S. Bankruptcy Code on Feb.
15, 2001 (Bankr. E.D. Mo. Case Nos. 01-41593 through 01-41614,
inclusive).  On February 13, 2002, Judge McDonald confirmed a
chapter 11 plan of liquidation, which, among other items,
transferred ownership of the company's assets to the holders of
Bridge's secured creditors.  Thomas J. Moloney, Esq., Seth A.
Stuhl, Esq., and Kurt A. Mayr, Esq., at Cleary, Gottlieb, Steen &
Hamilton in New York served as lead counsel to Bridge in its
chapter 11 cases.  Gregory D. Willard, Esq., Lloyd A. Palans,
Esq., and David M. Unseth, Esq., at Bryan Cave LLP in St. Louis,
served as local counsel.


CATHOLIC CHURCH: Morning Star Balks at Spokane & OAIC Settlement
----------------------------------------------------------------
The Catholic Diocese of Spokane asked the U.S. Bankruptcy Court
for the Eastern District of Washington to:

   (a) approve the Settlement Agreement with Oregon Automobile
       Insurance Company;

   (b) approve the sale of the Oregon Auto Policies to Oregon
       Auto; and

   (c) find that all claims held by "causal link" claimants whose
       interests are represented by the Future Claims
       Representative are "claims" as that term is defined in
       Section 101(5) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Aug. 24, 2006,
The Diocese has determined that it is in the best interest of its
estate and its creditors to reach an expedited resolution of all
the disputes relating to Oregon Auto Policies.  As a result, the
Diocese and Oregon Auto reached a comprehensive resolution of the
Coverage Disputes.

A full-text copy of the Settlement Agreement with Oregon Auto is
available for free at http://researcharchives.com/t/s?103b

                 Morning Star Boys Ranch Objects

Christopher J. Kerley, Esq., at Keefe, King & Bowman, P.S., in
Spokane, points out that the proposed settlement agreement with
Oregon Auto Insurance Company is silent or otherwise inconclusive
with respect to:

   (a) the rights of Morning Star Boy's Ranch for claims arising
       under the policies; and

   (b) obligations for payment of:

       * past and future defense costs associated with any and
         all sexual abuse claims against Morning Star or its
         agents or employees; and

       * judgments obtained for successful prosecution, if any,
         of sexual abuse claims or settlements of sexual abuse
         claims against Morning Star.

Mr. Kerley notes that Morning Star has been individually named as
a defendant in proceedings arising from alleged sexual abuse
involving priests or clergy affiliated or associated with the
Diocese of Spokane.  

It is conceivable that other sexual abuse claims may be made
against Morning Star in the future, Mr. Kerley says, pointing out
that none of the pending sexual abuse claimants have reduced their
claims to judgment.

Morning Star takes no position with respect to the $6,000,000
settlement sum, but objects to any conclusion, finding, or order
that the:

   * amount in any way affects the carrier's duty to defend or to
     provide a defense on behalf of Morning Star in the sexual
     abuse claims; or

   * settlement in any way affects or limits the indemnity
     coverage available to Morning Star for pending or threatened
     or future sexual abuse claims.

Morning Star has a legally protected interest in each insurance
policy, Mr. Kerley asserts.  Morning Star paid for and is entitled
to all benefits under the insurance coverage afforded under each
policy, is or may be an additional named insured under each
policy, and is an intended beneficiary under any and all relevant
and applicable policies issued by OAIC.

Morning Star objects to:

   * the language of the settlement agreement because it:

     -- fails to provide satisfactory resolution of Morning
        Star's interest; and

     -- has the capacity to deprive Morning Star of coverage
        purchased and which was intended to provide protection
        for claims and causes of action; and

   * the Bankruptcy Court purporting to make any final
     determination as to the legally protected interests of
     Morning Star in the insurance policies or any final
     determination of allocation of proceeds of the insurance
     policies settlement proceeds in that the same may be or
     would be violative of R.C.W. 48.18.320.

To the extent that there are any pending claims against Morning
Star covered under the policies, Mr. Kerley asserts that Morning
Star is entitled to coverage under the policy including coverage
for payment of reasonable attorney's fees for defenses and costs
of litigation against the claims asserted by third parties as well
as indemnity pursuant to the terms and conditions of the policy
for any judgments or recoveries obtained or for settlements
reached.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 68; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Spokane Gets Okay to Sell Five Real Properties
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
authorizes the Catholic Diocese of Spokane to sell the properties
pursuant to Spokane's bidding and auction procedures.

Don and Sandy Kukuk, doing business as Kukuk Farms, has objected
to the Diocese's request, asserting that they have a leasehold
interest in the Diocese's property "west of I-90, Spokane County
Parcel #14121.9027."

Judge Williams rules that Kukuk Farms' lease and other interest
with respect to the "Station Property" are terminated as of
August 28, 2006.  The Station Property is located at the northeast
quarter lying west of Highway 90 in Section 12, Township 24 North,
Range 41 E.W.M., Spokane County, Washington.

The Court directs the Diocese to pay Kukuk Farms an $8,162
termination fee, which will be taken from Spokane's one-third
share of the proceeds of the crops currently growing on the
Station Property, without further action by Kukuk Farms or Court
order.

Kukuk Farms will harvest the crops currently growing on the
Station Property and deliver them to its usual and customary
warehouse.  The warehouse will pay the crop proceeds directly to
Kukuk Farms, net of customary transaction costs, to the extent the
Diocese's share of the net crop proceeds does not exceed $8,162.  

A report of the sales proceeds will be provided to the Diocese
within 10 days from the sale of the crop.  The remaining balance
due, if any, will be paid on or before December 26, 2006.

If the Station Property is sold before December 26, the remaining
balance due to Kukuk Farms, if any, will be paid from the sales
proceeds of the Station Property.  If the Station Property is not
sold before December 26, the balance due will be paid from:

   * other available assets of the Diocese as an ordinary
     business expense; or

   * the sale proceeds of the Station Property as a transaction
     cost.

The Diocese may extend the deadlines provided in the Bidding and
Auction Procedures at or prior to an Auction, including by
announcement at the Auction.  The Auction may be adjourned from
time to time without further notice except by announcement of the
adjourned date or dates at the Auction.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 68; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CG MULTIFAMILY: Wants Until October 11 to Remove Litigations
------------------------------------------------------------
CG Multifamily-New Orleans, L.P., asks the U.S. Bankruptcy Court
for the Eastern District of Louisiana to extend, until Oct. 11,
2006, the deadline to remove pending litigations.

The Debtor tells the Court that it is a party to these lawsuits:

    1. CG Multifamily-New Orleans, L.P. v. Greystar Development
       & Construction, L.P., et al.; No. 04-11536, 162 Judicial
       District Court, Dallas County, Texas; and

    2. Southern Stucco, Inc. v. Greystar Development, et al.;
       No. 05-1357, U.S. District Court for the Eastern District
       Of Louisiana.

                       Texas Litigation

The Texas Litigation involves the construction defects in the
Saulet Apartments.  The litigation has not been stayed under
Section 362 of the Bankruptcy Code

The Debtor relates that since filing for bankruptcy, it has been
analyzing whether to remove this litigation.  The Debtor says that
its recent settlement negotiations with Fannie Mae have raised the
possibility that it may no longer need the protections of
chapter 11.  The Debtor contends however, that until those
negotiations are finalized, it must protect its options under the
Bankruptcy Code, which includes the option of seeking removal of
this particular litigation.

The Debtor contends that it could simply file a notice of removal,
however, that would likely result in the filing of a motion to
remand and additional litigation.  The Debtor asserts that it
would be more efficient, and thus in the best interest of its
creditors, to simply extend the Debtor's deadline for seeking
removal of the litigation.

                    Louisiana Litigation

The Debtor relates that the Louisiana Litigation involves a suit
by one of the defendants in the Texas Litigation to force
arbitration.  However, the Debtor says that this litigation has
been stayed since the order for relief was entered in its chapter
11 case, and the plaintiff has not yet sought stay relief.  The
Debtor says that it will have 30 days after an order terminating
the stay of the Arbitration Litigation to remove that matter to
this Court.

              About CG Multifamily-New Orleans

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


CITATION CORP: Lenders Don't Have Valid Lien on Steel Inventory
---------------------------------------------------------------
Under Texas law, the Honorable Tamara O. Mitchell of the U.S.
Bankruptcy Court for the Northern District of Alabama, a
"consignment" agreement executed prepetition by Citation Corp. and
Lycoming Engines, a division of AVCO Corporation, under which
Lycoming delivered and Citation received steel used for forging
airplane crankshafts, created a bailment, not a consignment.  
Therefore, Judge Mitchell says in a Memorandum Opinion published
at 2006 WL 2382519, because Citation had no ownership interest in
the steel, JP Morgan Chase Bank, N.A., as administrative agent for
the Debtors' pre-petition and post-petition lenders, could not
assert a lien thereon.  

Judge Mitchell explains that although the agreement used some
variation of the term "consign" some 68 times, the steel was
delivered and accepted for a specific purpose, and there was an
express contract that such purpose would be carried out pursuant
to the terms of the agreement.  The supplier at all times
maintained the right to recall the steel or direct its transfer,
and title always remained with the supplier.  No language in the
agreement suggested, allowed, or authorized the sale of the steel
by the debtor.  Moreover, the risk of loss fell to the debtor
while the steel was in its possession.  Finally, the debtor used
the steel only for the supplier's purposes and produced monthly
reports reflecting this arrangement.

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures  
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes.  The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130).  Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors.  When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than $100 million in assets and debts.  Judge
Tamara O. Mitchell confirmed the company's Second Amended Joint
Plan of Reorganization on May 18, 2005.

As reported in the Troubled Company Reporter on Aug. 24, 2006,
Standard & Poor's Ratings Services placed Citation Corp.'s
B- rating on CreditWatch with negative implications following
Ford Motor Co.'s announcement that it will sharply lower its
North American production in the second half of 2006, with the
largest cuts coming in the fourth quarter.


COLLINS & AIKMAN: Disclosure Statement Status Conference Set Today
------------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan will hold a status conference
regarding Collins & Aikman Corporation and its debtor-affiliates'
Disclosure Statement today, Sept. 11, 2006, at 2:00 p.m., in
Detroit, Michigan.

The Debtors filed a stand-alone Plan of Reorganization and an
accompanying Disclosure Statement last week.  Pursuant to the
Plan, the Debtors will emerge with a significantly de-levered
balance sheet.  The Debtors' secured debt under their Prepetition
Credit Agreement will be converted into common stock in
reorganized Collins & Aikman.

Under the Plan, unsecured creditors that vote in favor of the
Plan will receive their share of warrants and interests in a
litigation trust.  All existing equity interests in Collins &
Aikman Corporation will be canceled with no distribution.

The Court has yet to schedule a hearing to consider whether the
Disclosure Statement contains adequate information within the
meaning of Section 1125 of the Bankruptcy Code.

Under Section 1125, a disclosure statement must contain
information of a kind, and in sufficient detail, that would enable
a hypothetical reasonable investor typical of holders of claims or
interests of the relevant class to make an informed judgment about
a debtor's plan.

The Court may consider the Plan in October 2006, Bloomberg News
reported, citing John R. Boken, the Debtors' chief restructuring
officer.  The Debtors want to exit bankruptcy by Feb. 28, 2007.

Full-text copies of the Company's Plan of Reorganization and
Disclosure Statement are available for free at:

               http://ResearchArchives.com/t/s?10f2

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit     
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


COMPLETE RETREATS: Wants to Assume Three Premium Financing Pacts
----------------------------------------------------------------
In the ordinary course of their businesses, Complete Retreats LLC
and its debtor-affiliates maintain insurance coverage for
themselves through policies covering, among other things, general
domestic casualty and liability insurance, property insurance,
automobile liability insurance, marine insurance, flood insurance
and umbrella insurance from various insurance providers,
including:

   * AIG Mexico Seguros Interamerican,
   * American Marine Insurance Services,
   * Fidelity Property and Casualty,
   * Hull & Company, Inc.,
   * National Caribbean Insurance Company Limited,
   * Offshore Risk Management,
   * Regent Insurance Company, Ltd.,
   * J.S. Johnson & Company, Ltd.,
   & Seguros Comerical America, S.A. de C.V., and
   * Seguros Popular.

According to Jeffrey K. Daman, at Dechert LLP, in Hartford,
Connecticut, the maintenance of the Insurance Policies is
necessary to:

   -- ensure the continued operation of the Debtors' business;

   -- protect the value of the Debtors' assets; and

   -- comply with the Debtors' obligations under the DIP Financing
      Agreement approved by the U.S. Bankruptcy Court for the
      District of Connecticut.

To reduce the burden of funding the premiums of the Insurance
Policies in advance and to allow for better management of the
costs of the Insurance Policies, the Debtors have in the past
routinely entered into various financing arrangements with
respect to certain of its various Insurance Policies, Mr. Daman
relates.

             The National Caribbean Finance Agreement

The Debtors' National Caribbean Policy covers the Debtors'
properties in Villa Paradiso in Nevis, the Bahamas.]

Century Corporation (Villa Paradiso) of Low Land Parish Nevis, as
borrower, and National Caribbean entered into a Premium Financing
Agreement dated June 6, 2006.  The NC Premium Financing Agreement
provided the Debtors with an advance of XCD449,647, which the
Debtors use to pay the premiums on policies issued by National
Caribbean.

Under the NC Agreement, interest accrues at 10% per annum,
resulting in a total loan amount of XCD470,512.  The NC Loan is
to be paid in 10 equal installments of XCD47,051 or US$17,502.

The NC Loan is secured by an assignment of all unearned insurance
premiums.  Any installment payment not made within 30 days of the
due date causes the entire outstanding amount of the NC Loan to
come due.

A full-text copy of the NC Premium Financing Agreement is
available at no charge at:

               http://researcharchives.com/t/s?114d

The Debtors are currently in arrears for the installment payment
due for July 2006 and owe the installment due in August 2006, Mr.
Daman informs the Court.  The total cure amount due under the NC
Premium Financing Agreement is $36,005.

The Debtors expect to have sufficient liquidity to cure the
arrearage and to make all future payments under the NC Agreement,
especially as a result of the DIP Facility.

               The First Funding Finance Agreement

The funding for several of the Debtors' insurance policies, which
were purchased through broker Thomas McGee, L.C., is provided by
First Insurance Funding Corp.  In particular, the Debtors
financed policies written by AIG Mexico insuring Debtor Preferred
Retreats, LLC's Villa Paraiso and Villa Eternidad properties --
the PE Policies.

Pursuant to the First Funding Commercial Premium Finance
Agreement and Disclosure Statement, executed May 24, 2006:

   * First Funding provided financing for a portion of the
     premium for the policy covering the PE Policies; and

   * the Debtors financed $11,428 of the $36,600 policy premium,
     with the balance being paid to AIG Mexico as the required
     cash down payment.

The First Funding Agreement provides for a 7.95% interest,
resulting in a total finance charge of $926.  The policy premiums
were to be paid in 10 monthly installments of $2,609 each.

Under the First Funding Agreement, as security for the payments
to be made, First Funding has a security interest in return
premiums, dividend payments, and certain loss payments with
respect to the PE Policies.

In addition, the First Funding Agreement provides First Funding
with the right to cancel the PE Policies under certain
circumstances.

A full-text copy of the First Funding Premium Financing Agreement
is available at no charge at:

               http://researcharchives.com/t/s?114e

The Debtors are current on their obligations under the First
Funding Premium Finance Agreement and expect to have sufficient
liquidity to make all future payments, Mr. Daman relates.

                      The JS Johnson Policy

The premium for the policy covering the Debtors' properties at
the Cottages at the Abaco Club at Winding Bay in Abaco, the
Bahamas, is financed directly by JS Johnson.

Pursuant to an e-mail dated March 3, 2006, the Debtors and JS
Johnson agreed that the premium for the policy issued
March 6, 2006, would be paid in three equal installments of
$24,527.

If the Debtors do not make the payments required by the JS
Johnson Premium Financing Agreement, JS may exercise its right to
cancel the JS Johnson Policy, Mr. Daman tells the Court.  Unlike
class premium financing situations, JS Johnson has not been paid
the premium in advance and therefore the policy can be canceled
for non-payment.

The Debtors are currently in arrears for the installment payments
due in April and May 2006, Mr. Daman discloses.  They have not
received any notice of cancellation regarding the Abaco Policy as
of August 23, 2006.

The Debtors believe that the total cure amount due under the JS
Johnson Premium Financing Agreement is $49,502.  The Debtors
expect to have sufficient liquidity to cure the arrearage and to
make all future payments under the JS Johnson Agreement.

Accordingly, pursuant to Section 365(a) of the Bankruptcy Code,
the Debtors seek the Court's permission to assume, as of the
Petition Date:

   (1) the NC Premium Financing Agreement;

   (2) the First Funding Premium Financing Agreement; and

   (3) the JS Johnson Premium Financing Agreement.

Mr. Daman contends that the Debtors' request is warranted for
these reasons:

   -- The terms of the Premium Financing Agreements are
      favorable.  If the Debtors were to reject the Premium
      Financing Agreements, they would not be able to enter into
      financing agreements on materially better terms;

   -- Rejecting the Premium Financing Agreements could cause the
      Debtors to pay the entire premium balances immediately
      rather than over time, or even lead to the cancellation of
      the Financed Policies;

   -- The Debtors' assumption of the Premium Financing Agreements
      would not submit any of the Debtors' creditors or other
      parties-in-interest to any economic or other risks
      different than those that have previously been accepted by
      the creditors and parties;

   -- The cure amounts are comparatively minor, while the impact
      on the Debtors of the elimination of the financing
      mechanism would be severe;

   -- If the Insured Policies were cancelled, the Debtors'
      business operations, creditors and other parties-in-
      interest would face significant risks, including the
      cessation of the Debtors' operations; and

   -- The Debtors' major creditors require that the Debtors
      maintain the Insurance Policies.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: Court Vacates Order Denying Intagio's Request
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut vacated
its previous order denying Intagio Corporation's request to compel
Complete Retreats LLC and its debtor-affiliates to honor their
existing third party, non-member reservations.  The Order was
entered in error, the Honorable Alan H.W. Shiff explains.

The Court will convene a hearing on Sept. 19, 2006, to
consider the Debtors' request.

As reported in the Troubled Company Reporter on Aug. 21, 2006,
the Court denied Intagio's request, holding that Intagio failed to
comply with the contested matter procedure guidelines effective
Oct. 3, 2005.

The Troubled Company Reporter on Aug. 8, 2006 stated that in
October 2005, Debtor Preferred Retreats LLC dba Tanner & Haley
Destination Clubs, and Intagio entered into a Media Purchase
Agreement, whereby Intagio agreed to place an advertising
campaign on behalf of Preferred Retreats.

In return, Preferred Retreats agreed to provide Intagio:

   -- a $647,045 cash payment for advertising; and

   -- credits, totaling $327,975, redeemable for occupancy
      rights at all THR Private Retreats, THR Distinctive
      Retreats, THR Distinctive Retreats II and THR Legendary
      Retreats properties.

Intagio and Preferred Retreats were also parties to prior
agreements of a similar nature, Louis J. Testa, Esq., at
Neubert, Pepe & Monteith, P.C., in New Haven, Connecticut, said.

Prior to the Debtors' bankruptcy filing, Intagio booked certain
reservations on behalf of its clients and resold some of the THR
Credits to third parties under the 2005 Contract and the Prior
Contracts, Mr. Testa disclosed.

As of July 23, 2006, these THR Credit Reservations were
outstanding:

   (1) Reservations already booked through Intagio's travel
       department, on behalf of Intagio's clients;

   (2) THR Credits resold by Intagio to third parties for which
       reservations have been, or may be made, by the parties;
       and

   (3) THR Credits owned by Intagio but not yet sold to third
       parties or redeemed for Client Reservations.

On July 27, 2006, the Court authorized the Debtors to honor
existing reservations, accept new reservations and provide
services to members under certain terms and conditions.

Subsequent to July 23, 2006, Intagio received formal
notification from the Debtors that they will not honor the THR
Credit Reservations.

Mr. Testa noted that Intagio is particularly concerned with a
client reservation made by Michael Cunningham in February 2006
for the Debtors' location at Palm Beach County, in Florida, for
occupancy commencing on Aug. 16, 2006, and ending on
Aug. 21, 2006.

The remaining Client Reservations will commence on Oct. 2,
Oct. 19 and Dec. 8, 2006, Mr. Testa added.

If the Debtors fail to honor the Client Reservations and the
Third Party Reservations, Intagio will be required and compelled
to reimburse at least US$456,282 to the reservation holders in
cash or business credits, Mr. Testa informed the Judge Shiff.

It is unlikely that Intagio will recover the amount of the
Reservation Obligations in the bankruptcy cases, Mr. Testa said.
Unlike Intagio, however, the Debtors will not suffer significant
hardship or irreparable injury by being compelled to honor the
THR Credit Reservations pending confirmation of a plan of
reorganization, Mr. Testa continued.

According to Mr. Testa, a review of the Reservations Motion and
Reservations Order appears to indicate that the relief requested
is limited to reservations made by members only, and not third
party creditors like Intagio.  Nor does the order appear to
apply to the holders of Client Reservations and Third Party
Reservations.

The Reservations Order allows the Debtors to provide
preferential treatment for a group of unsecured creditors,
namely members, to the detriment of other unsecured creditors,
like Intagio, and differentiate their treatment with respect to
honoring of reservations, Mr. Testa asserted.

Moreover, Intagio was not placed upon prior notice of the
Reservations Motion in order to protect its interests with
respect to the THR Credit Reservations.

"[Thus,] the balance of the equities weighs in favor of
Intagio," Mr. Testa maintained.

Mr. Cunningham will need to be informed as soon as practically
possible prior to Aug. 16, 2006, of the need to make alternate
vacation plans, if necessary, Mr. Testa told the Court.  In
addition, the holders of the remaining Client Reservations will
need as much time as possible to make alternative plans, if
necessary.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CONMACO/RECTOR: Reorganized Debtors' Suit Against DECO Dismissed
----------------------------------------------------------------
The Honorable Jerry A. Brown dismissed Reorganized Conmaco/Rector,
L.P.'s lawsuit against DECO Companies, Inc., to recover
$110,650.71 for rental of an American 7250 crawler crane from
April 2, 2004, to May 1, 2004, and Oct. 29, 2004, to
Jan. 26, 2005, and for damage to that equipment.

As reported in the Troubled Company Reporter, Conmaco/Rector filed
a voluntary Chapter 11 proceeding on February 27, 2004 (Bankr.
E.D. La. Case No. 04-11248).  Conmaco's plan of reorganization was
approved at a hearing held on May 9, 2005, and an order confirming
the plan was entered on June 2, 2005.  

On Feb. 18, 2005, the debtor filed a complaint (Bankr. E.D. La.
Adv. Pro. No. 05-1048) against Deco.  Deco responded by filing a
motion to dismiss the complaint for improper venue and for lack of
personal jurisdiction.

Deco argues that it is a Missouri corporation, does not reside in
Louisiana and has never done business in Louisiana, and that none
of the events giving rise to the claim occurred in Louisiana,
instead that all contacts were through Conmaco's branch office
located in Kansas City, Kansas.  Conmaco, on the other hand,
argues that personal jurisdiction exists over Deco and that venue
is proper in Louisiana.  In essence, Conmaco argues that federal
bankruptcy law provides that the claims against Deco are property
of the estate and, therefore, that federal subject matter
jurisdiction, with nationwide service of process, exists.  It
argues that specific jurisdiction is also present because the
location for payment to Conmaco is a post office box located in
Louisiana and therefore that a substantial part of the events
giving rise to the debtor's claim for payment arose in Louisiana.

In a Memorandum Decision published at 2005 WL 4675586, Judge Brown
says the Reorganized Debtor is wrong.  In a postconfirmation
proceeding brought by a Chapter 11 debtor to recover sums
allegedly owing on its invoices, Judge Brown explains, a
bankruptcy court can't rely on an account debtor's contacts with
the United States as a whole in order to assert jurisdiction under
the Bankruptcy Rule providing for nationwide service of process.  
Rather, Judge Brown says, given that the estate had ceased to
exist once a plan was confirmed, and that the subject cause of
action was not shown to be related to the implementation or
execution of the plan, the Bankruptcy Court can't assert
jurisdiction, if at all, based solely on the account debtor's
contacts with Louisiana.


DAEWOO MOTOR: 11th Cir. Nixes Lawsuit Against Auto Manufacturers
----------------------------------------------------------------
Daewoo Motor America, Inc., was incorporated in 1997 as a wholly
owned subsidiary of Daewoo Motor Co., Ltd., the South Korean
automobile manufacturer.  Daewoo America served as the exclusive
distributor of Daewoo automobiles in the United States and the
exclusive provider of warranty services and replacement parts.  

On Nov. 18, 1999, Daewoo Korea and Daewoo America entered into an
Automobile Purchase and Distribution Agreement.  Under the
Agreement, Daewoo Korea agreed to sell to Daewoo America certain
"Products" and granted to Daewoo America "the exclusive right to
distribute, sell, rent, lease and otherwise dispose of . . . and
service . . . the Products in the United States. . . ."  

On Nov. 10, 2000, after experiencing financial difficulties,
Daewoo Korea filed for bankruptcy protection in Korea under the
Korean Corporate Reorganization Act, and the Korean court
appointed a receiver.  By letter dated Nov. 8, 2000, Daewoo Korea
notified Daewoo America of its reorganization plans.  The letter
included a summary of Korean reorganization law.  The letter also
warned that creditors must participate in the reorganization and
that failure to file a claim would result in a loss of rights.

On Nov. 14, 2002, the Korean bankruptcy court ordered the
preservation of the assets of Daewoo Korea.  On Nov. 30, 2000, the
court ordered the commencement of the reorganization procedure and
set the deadline of Jan. 15, 2001, for filing claims.  

On Dec. 5, 2000, the receiver for Daewoo Korea sent Daewoo America
a notice of the filing deadline and guidelines on how to file a
claim.  In response, Dong Jin Lee, President of Daewoo America,
communicated with representatives of Daewoo Korea to obtain
assistance with filing a claim in the reorganization proceeding
and with employment of an attorney.  With the aid of Daewoo Korea,
Daewoo America retained the law firm Jin & Lee and executed a
Power of Attorney in favor of the firm.  Daewoo Korea also
appointed agents to act on behalf of Daewoo America in the Korean
proceedings.  Daewoo America did not object to the appointments.

With the aid of Jin & Lee, Daewoo America filed a proof of claim
before the Korean court for approximately $33 million, and on Feb.
3, 2001, filed a supplemental claim for over $45.5 million.  

On Feb. 26, 2001, the creditors of Daewoo Korea held a meeting at
which they reviewed the claims.  Jin & Lee attended the meeting on
behalf of Daewoo America.  The Receiver objected to most of the
claims of Daewoo America, which was notified of the objections by
the Korean court.  The Korean court also notified Daewoo America
that it was required to affirm its claims by filing a claim
against the Receiver by the end of March.  

Daewoo America then filed a complaint in the Korean court against
the Receiver and Daewoo Korea.  Daewoo America challenged the
objections of the Receiver and sought approval of it claims.  The
following month, Daewoo America dismissed its complaint.  In 2002,
Daewoo America filed a second supplemental claim for approximately
$1.1 million, which the Receiver approved in its entirety.  

Both before and during its reorganization proceedings, Daewoo
Korea negotiated with Ford Motor Company and GM about the
possibility of a transfer of ownership.  In September 2000, Ford
withdrew its bid, but negotiations with GM continued.  
On Sept. 20, 2001, Daewoo Korea and GM executed a non-binding
Memorandum of Understanding regarding the sale of assets of Daewoo
Korea to GM.  The Korean court approved the Memorandum of
Understanding on Sept. 26, 2001.  

Daewoo America contends that it was to be included in the assets
to be purchased by GM, and GM affirmatively represented that
Daewoo America would continue to distribute automobiles in the
United States under the acquisition plan intended by GM.  At an
automobile convention in January 2002, GM executives allegedly
represented that they looked forward to a working relationship
between Daewoo America and GM.  Daewoo America alleges that it
continued to expand its business based on these representations by
GM.

On March 27, 2002, the management team of Daewoo America wrote to
GM regarding the possible exclusion of Daewoo America from the
asset acquisition.  The management team expressed its "extreme
concerns about the far reaching negative implications of the
possible exclusion of . . . U.S. operations from the agreements
associated with General Motors' pending acquisition of certain
assets of Daewoo Korea."  The letter also expressed concern about
the "potential breach arising from the Automobile Purchase and
Distribution Agreement between Daewoo Korea and Daewoo America."

By a letter dated April 17, 2002, Daewoo Korea notified Daewoo
America of a meeting to examine the proposed reorganization plan
to be held on May 6, 2002.  Daewoo America also received a letter
of proxy and a summary of the proposed reorganization plan.  The
summary of the proposed reorganization did not refer to the
Memorandum of Understanding or the proposed asset transfer.  
Despite the concerns expressed in the March 27, 2002, letter,
Daewoo America executed the proxy and thereby accepted "the
Proposed Reorganization Plan filed by the receiver" and granted to
"Han Su Pyon, . . . an officer of [Daewoo Korea], the full power
and authority to exercise its voting rights in the meeting of
parties in interest as though exercised by the undersigned."

On April 30, 2002, GM, Daewoo Korea, and creditors of Daewoo Korea
entered into a Master Transaction Agreement.  The MTA contemplated
the creation of a new company, GM Daewoo Auto & Technology Co., to
acquire assets and assume liabilities of Daewoo Korea.  Among the
assets to be acquired by GMDAT were the vehicle manufacturing
plants at which the Daewoo automobiles to be exported for sale in
the United States were manufactured. Daewoo America was not
included in the assets to be transferred.  

At the May 6, 2002, meeting of the creditors, the creditors voted
in favor of the original reorganization plan.  The Korean court
approved the plan, but requested that the receiver file a modified
reorganization plan that reflected the terms of the MTA entered on
April 30, 2002.  

At the same time, the Receiver for Daewoo Korea sought permission
from the Korean court to terminate the distribution agreement with
Daewoo America for non-payment of approximately $130 million.  The
Korean court approved the petition of Daewoo Korea on May 6, 2002.  

The Receiver sent a letter to Daewoo America requesting payment of
the outstanding debt, barring which the Distribution Agreement
would be terminated.

On April 21, 2002, Daewoo Korea requested permission from the
Korean court for Daewoo America to file for bankruptcy in the
United States.  The Korean court approved the petition, and on
May 16, 2002, Daewoo America filed for protection under Chapter 11
in the United States Bankruptcy Court for the Central  District of
California.  In proceedings before the California bankruptcy
court, Daewoo America stated that it "fully intend[ed] to pursue
all possible causes of action against Daewoo Korea, GM and others,
if appropriate."  In a letter to counsel for GM dated June 7,
2002, counsel for Daewoo America advised that "[Daewoo America]
deems any action by GM to distribute automobiles in the United
States manufactured at facilities of Daewoo Motor Co., Ltd. to be
a violation and infringement of [Daewoo America's] exclusive right
to distribute [Daewoo America] automobile products in the United
States."

On Sept. 12, 2002, Daewoo Korea filed a modified reorganization
plan that included the terms of the MTA.  Daewoo Korea then sent a
letter to its creditors to inform them that a meeting on the
modified reorganization plan was scheduled for Sept. 30, 2002.

Daewoo America received another proxy form to vote on the modified
plan.  In response to the filing of the modified reorganization
plan, Korean counsel for Daewoo America advised that Daewoo
America should file its claim in the Korean bankruptcy proceeding
promptly.  Counsel for Daewoo America in turn notified its
creditors' committee, which was authorized by the California
bankruptcy court to pursue claims against Daewoo Korea on behalf
of Daewoo America, of the need to "promptly take the necessary
action to protect the estate's interest."

On Sept. 30, 2002, the creditors of Daewoo Korea adopted and the
Korean court approved the modified reorganization plan, which
included the MTA.  Despite its notice of the meeting and warnings
from counsel, Daewoo America did not attend the September 30
meeting and did not execute a proxy to vote for or against the
modified reorganization plan.  Daewoo America also did not assert
any further claims against Daewoo Korea in the Korean court.

On Oct. 17, 2002, GM, Daewoo Korea, and the creditors of Daewoo
Korea closed the transactions under the MTA in which assets of
Daewoo Korea were transferred to GMDAT.  In February 2003, GM and
its affiliate American Suzuki Motor Corporation announced that
they would begin selling automobiles manufactured by GMDAT in the
United States under the Chevrolet and Suzuki brands.  GMDAT would
continue to use the Daewoo brand name in South Korea and all other
countries in which GMDAT had acquired subsidiaries.  In July 2003,
GMDAT announced that its first shipment of vehicles had been made
to North America.

On July 22, 2003, Daewoo America filed an action against GM,
GMDAT, Suzuki Motor Corporation, and American Suzuki in the
California bankruptcy court and alleged fraud, tortious
interference with contract, tortious interference with prospective
economic advantage, aiding and abetting breach of fiduciary duty,
violation of the Cartwright Act, unfair competition, unjust
enrichment, successor liability, fraudulent transfer, and
violation of the automatic stay.  Daewoo America sought damages
and injunctive relief.  The following day, Daewoo America moved
the California bankruptcy court to issue a temporary injunction to
prevent GM and American Suzuki from importing or selling in the
United States any vehicles manufactured by GMDAT.  The bankruptcy
court denied that motion.  

In August 2003, GM and American Suzuki moved to dismiss many of
the claims brought by Daewoo America.  In October 2003, the
motions were denied in part and granted in part.  The California
bankruptcy court dismissed several claims against GM and American
Suzuki with leave to amend, but dismissed the claims for unjust
enrichment and fraudulent transfer without leave to amend.

Daewoo America filed its amended complaint on Nov. 20, 2003.  The
amended complaint included claims for fraud, tortious interference
with contract, tortious interference with prospective economic
advantage, aiding and abetting breach of fiduciary duty, violation
of the Cartwright Act, unfair competition, successor liability,
unauthorized post-petition transfer, violation of the automatic
stay, and several claims under Florida and Massachusetts statutes.  
The defendants moved to dismiss the amended complaint on multiple
grounds.  The California bankruptcy court dismissed the claims for
violation of the Cartwright Act, unfair competition, and
violations of the Massachusetts statutes without leave to amend;
dismissed the claims under the Florida statutes with leave to
amend; scheduled a hearing on the motions concerning the claims of
successor liability, unauthorized post-petition transfer, and
violation of the automatic stay; and denied the motions as to the
claims of fraud, tortious interference with contract, tortious
interference with prospective economic advantage, and
aiding and abetting breach of fiduciary duty.

In February 2004, the Judicial Panel on Multidistrict Litigation
transferred the action to the United States District Court for the
Middle District of Florida "'for inclusion in the coordinated or
consolidated pretrial proceedings occurring' [in] In re Daewoo
Motor Co., Ltd., Dealership Litigation, MDL Docket No. 1510."  The
transferee court (Dist. M.D. Fla. Case No. 04-00210CV-31-KRS)
instructed the parties to submit supplemental briefs on the
question of international comity and held a hearing on
Aug. 20, 2004.  On Aug. 26, 2004, the district court dismissed the
amended complaint with prejudice on the ground of international
comity.  Daewoo Motor Am., Inc. v. Gen. Motors Corp., 315 B.R.
148, 161 (2004).  The district court also ruled that the Modified
Reorganization Plan and MTA approved by the Korean court did not
violate the automatic stay of the bankruptcy of Daewoo America
because the Distribution Agreement did not give Daewoo America
property rights in vehicles manufactured by GMDAT.  Id. at 160.

The district court explained that granting comity to the Korean
bankruptcy proceeding was proper for three reasons.  First, the
district court found that "Korea has significant interest in
regulating business activity on its shores." Second, the district
court found that "any differences between Korean and U.S.
bankruptcy law are minimal and do not offend U.S. notions of due
process."  Third, the district court found that Daewoo America
"had notice, as well as a full and fair opportunity to participate
in all facets of the Korean bankruptcy process."  The district
court concluded that the "fact that [Daewoo America] now seeks to
hold GMDAT liable as the successor of [Daewoo Korea] highlights
[Daewoo America's] true intention-to collaterally attack the
entire Korean reorganization process and result."  Id. at 161.  
Daewoo America moved the district court for clarification and
reconsideration of its order. The district court denied the motion
to reconsider, and to the extent clarification was sought,
clarified that the order dismissed all of the claims of Daewoo
America against the defendants on the ground of comity.  The
district court entered final judgment for the defendants.  Daewoo
America appealed.

On review, in a decision published at 2006 WL 2327562, the United
State Court of Appeals for the Eleventh Circuit affirmed the
District Court's rulings.   The Circuit Court held that:

     (1) Daewoo America waived its claim that California law,
         rather than federal law, governed interpretation of its
         distribution agreement;

     (2) Daewoo America had sufficient notice of proceedings in
         the Korean bankruptcy and had a sufficient opportunity to
         participate in those proceedings to entitle the order of
         Korean court approving the sale of the Korean
         manufacturer's assets and liabilities to comity in the
         United States;

     (3) the district court did not abuse its discretion when it
         granted comity to the Korean bankruptcy court's order;
         and

     (4) comity extended to Daewoo America's claims against
         General Motors Corp., Suzuki Motor Corporation, American
         Suzuki Motor Corporation, and GM Daewoo Auto & Technology
         Co.

In this litigation, Daewoo America was represented by:

             Kenneth A. O'Brien, Jr., Esq.
             Joseph F. Coyne, Jr., Esq.
             Michael Joe Jaurigue, Esq.
             Sheppard, Mullin, Richter & Hampton LLP
             333 South Hope Street, 48th Floor
             Los Angeles, CA 90071

                  - and -

             Isaac M. Pachulski, Esq.
             Stutman, Treister & Glatt
             1901 Avenue of the Stars, 12th Floor
             Los Angeles, CA, 90067

                  - and -

             Roy T. Englert, Jr., Esq.
             Lawrence S. Robbins, Esq.
             Alice W. Yao, Esq.
             Robbins, Russell, Englert, Orseck & Untereiner LLP
             1801 K Street, N.W. Suite 411
             Washington DC, 20006

and the Defendants were represented by:

             Andrew Baker Bloomer, Esq.
             Richard C. Godfrey, Esq.
             Catherine L. Fitzpatrick, Esq.
             Kirkland & Ellis LLP
             Aon Center
             200 East Randolph Drive
             Chicago, Illinois 60601

                  - and -

             Stephen T. Owens, Esq.
             Michael T. Purleski, Esq.
             Squire, Sanders & Dempsey, LLP
             555 South Flower Street, 31st Floor
             Los Angeles, California 90071-2300

                  - and -

             David W. Quinto, Esq.
             Quinn Emanuel Urquhart Oliver & Hedges, LLP   
             865 S. Figueroa St., 10th Floor
             Los Angeles, California 90017

Daewoo Motor America, Inc., sought chapter 11 protection on May
16, 2002 (Bankr. C.D. Calif. Case No. 02-24411), listing more than
$100 million in debts and assets.


DANA CORP: Asserts Compliance of Navistar Truck Lease Agreement
---------------------------------------------------------------
Dana Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to deny Navistar
Financial Corporation's request to lift the automatic stay
to allow Navistar to obtain possession, and possibly dispose, of
its 2001 International 4900 Truck leased by the Debtors.

The Truck is leased by the Debtors for $1,024 per month for a term
of 36 months pursuant to a Feb. 6, 2001 Retail Lease Agreement
with Navistar.

Navistar offers nothing other than its assertion that Dana
Corporation has breached the February 2001 Retail Lease Agreement
by failing to make timely postpetition payments under the
Agreement, Corinne Ball, Esq., at Jones Day, in New York, argues.

The Debtors assert that they are in compliance with the terms of
the Lease Agreement, including their obligation to make monthly
payments to Navistar.

Ms. Ball tells the Court that the Debtors continue to use
Navistar's Truck on a daily basis in the ordinary course of their
business.  The Debtors believe that as of August 23, 2006, they
have paid Navistar all monthly payments due under the Amended
Lease Agreement through August 2006.  No other amounts currently
due to Navistar under the Lease Agreement.  The aggregate amount
due for the remaining term of the Lease Agreement, as amended by
the Amendment, is $4,373, Ms. Ball says.

Ms. Ball adds that the Debtors have complied with all other
applicable provisions of the Lease Agreement, including the
requirement to maintain adequate casualty insurance with respect
to the Truck.

Furthermore, Navistar has failed to satisfy its burden of making
a prima facie showing of "cause" under Section 362(d)(1) of the
Bankruptcy Code for terminating the stay, Ms. Ball avers.

In its lift-stay motion published in the Troubled Company Reporter
on Aug. 4, 2006, Navistar disclosed that as of July 12, 2006, the
Debtors owe Navistar a net balance of $14,995.  About $624 of the
net balance represents postpetition arrears for May, June and
July 2006.

Navistar ascertained the wholesale value of the Truck to be
$26,450 based on estimated value of the vehicle in average
Condition and intended to take the property upon the Debtors'
failure to cure alleged default.

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and  
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DANA CORPORATION: Genuine Withdraws Request to Freeze Debt Payment
------------------------------------------------------------------
Genuine Parts Company withdrew with prejudice its motion filed
with the U.S. Bankruptcy Court for the Southern District of New
York seeking modification of the automatic stay to allow it to
freeze payment of its debts to Dana Corporation.
  
Genuine Parts wanted to withhold the payments to preserve its
right to set-off for unliquidated indemnification claims that it
holds against Dana.

Genuine Parts is a principal member of the National Automotive
Parts Association, commonly known as "NAPA", and sells automotive
parts bearing the NAPA name through company owned stores and
independent retailers.

Pursuant to various contracts, Genuine Parts agreed to purchase
products from Dana.  As of March 3, 2006, Genuine Parts owed
$7,283,481 to Dana.

NAPA has licensed to Dana the right to use and place the NAPA
trademark on product that Dana manufactures and sells to Genuine
Parts.  In connection with the trademark license, NAPA and Dana
entered into an Indemnity Agreement on Dec. 15, 2004, in which
Dana agreed to indemnify NAPA and its members, including
Genuine Parts, against liability and losses arising from products
that Dana manufactures and sells under the NAPA name.

In its request, as published in the Troubled Company Reporter on
Jun 2, 2006, Genuine Parts asserted a right of indemnification
with respect to each of the four personal injury claims asserted
against Genuine Parts based on Dana's product:

   a. Chevron U.S.A., Inc.'s claim pending in the United States
      District Court for the District of Oregon, for contribution
      and indemnity relating to personal injuries and wrongful
      death suffered by Roxanne Smith allegedly resulting from an
      allegedly defective hydraulic hose manufactured by Dana.
      The claim is in the early pre-trial phase;

   b. Marsha and John VanSteenburgh's claims for alleged massive
      personal injuries allegedly resulting from the failure of
      the right front ball joint on the claimants' van.  Genuine
      Parts believes that Dana manufactured the ball joint.  
      Genuine Parts has already incurred approximately $9,000 in
      defending the claim;

   c. James Heggenstaller's claim for injuries arising from a
      pressure hose manufactured by Dana.  Genuine Parts has
      settled the claim for $15,000.  In addition, Genuine Parts
      incurred $8,204 in expenses in defending the claim; and

   d. Robert Girouard's claim for injuries arising from brake
      products manufactured by Dana that contained asbestos.
      Genuine Parts settled the claim for $50,000.  In addition,
      Genuine Parts incurred $93,703 in expenses in defending the
      claim.

Genuine Parts was concerned that additional personal injury claims
will be likely asserted against Genuine Parts on account of Dana's
products before the expiration of all applicable statutes of
limitations.

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and  
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELPHI CORP: Moving Part of French Operations to Hungary
--------------------------------------------------------
Delphi Corp. will transfer some of its production in France to its
two plants in Hungary, Bloomberg News reports, citing Hungarian
newspaper Vilaggazdasag.

Delphi wants to take advantage of lower labor costs in Hungary,
Vilaggazdasag said.  Delphi has facilities in Balassagyarmat and
Szombathely.  Relocation will start in 2007.

Vilaggazdasag said the relocation would create 80 to 100 jobs at
the two units, Bloomberg relates.

Bloomberg News reported in May 2006 that Delphi will cut 400 of
its workforce in Szombathely and relocate some production to
Slovakia.  Delphi was said to relocate operations because of lower
manufacturing and labor costs in Slovakia, Bloomberg noted, citing
Napi Gazdasag, a local newspaper.

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


DELPHI CORP: Robert Bosch Mulls Delphi, Dana Purchase  
-----------------------------------------------------
Robert Bosch GmbH plans to boosts its market share in the United
States through acquisitions of U.S. auto-parts makers, Bloomberg
News reports, citing German newspaper Hadelsblatt.

Bosch may consider buying parts of unprofitable U.S. rivals Delphi
Corp. and Dana Corp., the newspaper said, according to Bloomberg.

The newspaper noted that Bosch currently has a 19% market share in
the U.S., Bloomberg News relates.

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


DELTA AIR: Recalls Pilots to Support Transformation Plan
--------------------------------------------------------
Delta Air Lines Inc. is recalling up to 65 pilots and 200 flight
attendants to support changes the company is making to build a
profitable network, a key part of its Transformation Plan.

"We are extremely pleased to be able to bring pilots and flight
attendants back to Delta to help ensure a smooth operation for our
customers as we continue our efforts to build a profitable
network," said Jim Whitehurst, Delta's chief operating officer.  
"The pilots will provide relief in certain aircraft categories and
both groups will support what we expect to be another year of
expanded destinations for our customers in 2007."

Over the last year, Delta has significantly expanded service to
international markets and increased crew staffing levels will help
the company fulfill operational needs.  As part of its plan to
build a profitable network, Delta has added more than 50 new
international routes since fall 2006 and expects to announce new
service to more international destinations later this year.

Recalled pilots will begin training in October and return to line
flying for Delta shortly thereafter.  This is the second pilot
recall Delta has initiated this year, with the first 64 pilots
recalled in June.

In addition to working to build a profitable network, Delta
continues to make significant progress in all areas of its
restructuring and remains on track to emerge from Chapter 11
during the first half of 2007.  The company is already in the
process of recalling 100 maintenance personnel, and is hiring in
its Airport Customer Service and Reservations areas.

Delta also has a need for flight attendants who speak French and
Spanish to support its extensive expansion across Europe and Latin
America.

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: Can Enter Into J. Aron Fuel Supply Agreement
-------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York for Delta Air Lines, Inc., and Epsilon Trading, Inc.,
to enter into a jet fuel supply agreement with J. Aron & Company.

As reported in the Troubled Company Reporter on Aug. 28, 2006,
Epsilon, a debtor-subsidiary of Delta, operates a jet fuel supply
business.  Epsilon purchases jet fuel from various suppliers and
supplies the fuel to Delta and certain of its subsidiaries, as
well as to unaffiliated Delta Connection Carriers and SkyTeam
Partners.  The supply operation requires the Debtors to maintain
more than $100,000,000 in working capital at any given time,
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
relates.

The Debtors, according to Mr. Huebner, began assessing ways to
preserve the benefits of their fuel strategy while reducing their
working capital requirements.  The Debtors invited several
parties, including oil companies, fuel sellers and fuel traders,
to submit proposals for the Debtors' consideration.  

Based on their evaluation of the proposals, the Debtors
determined that entering into an arrangement with Aron was the
best of the available alternatives.

Pursuant to the Jet Fuel Supply Agreement, Aron agrees to
purchase, at a prevailing market price that will result in
aggregate proceeds of approximately $90,000,000 to $100,000,000,

   (i) all of the Debtors' jet fuel held at certain specified
       storage facilities; and

  (ii) certain rights to additional quantities of jet fuel for
       which Delta has prepaid.

Aron's purchase of the fuel will be free and clear of all liens,
claims and encumbrances.

For the life of the Supply Agreement, Aron agrees to sell fuel to
the Debtors at six airports in the United States:

     * Hartsfield-Jackson Atlanta International Airport,
     * Cincinnati/North Kentucky International Airport,
     * Newark Liberty International Airport,
     * Nashville International Airport,
     * LaGuardia Airport, and
     * John F. Kennedy International Airport.

In addition, Aron will:

    -- accept temporary assignment of the Debtors' rights and
       obligations under various agreements with third-party fuel
       suppliers, and work with the suppliers to amend those
       agreements to the extent appropriate to allow Aron to
       purchase fuel supplied to the Debtors; and

    -- accept temporary assignment of, and enter into amendments
       to, existing agreements and enter into new agreements with
       various pipeline and storage operators, in which Aron will
       be entitled to use fuel storage and pipeline capacity
       historically allocated to and used by the Debtors.

The Supply Agreement will be effective for an initial term of six
months, and will be automatically extended for additional six-
month terms up to a maximum of three years unless any party
elects to exercise its option to terminate the Agreement.

Upon expiration or termination of the Supply Agreement, all fuel
agreements, pipeline and supply agreements, inventory and
infrastructure will revert to the Debtors, and a special
termination payment in an amount equal to the value of the
inventory purchased by the Debtors on the termination date will
be payable to Aron, subject to certain adjustments.

Mr. Huebner discloses that the jet fuel Inventory and the
Quantity Rights that Aron will purchase on the commencement date
of the Supply Agreement are subject to a lien or security
interest in favor of:

   (i) the agent on behalf of the lenders to secure on a first-
       priority basis the Debtors' obligations under a General
       Electric Capital Corporation Credit Facility dated
       March 27, 2006, as amended, supplemented, restated or
       otherwise modified; and

  (ii) American Express Travel Related Services Company, Inc.,
       and certain of its affiliates to secure on a second-
       priority basis the Debtors' obligations under the Amex
       Credit Facility.

Prior to the commencement date of the Supply Agreement, the
Debtors, according to Mr. Huebner, will obtain an amendment to
the DIP Credit Facilities that will, inter alia, permit them to
sell the Commencement Date Inventory and the Transition Quantity
Rights.  Pursuant to the terms of each DIP Credit Facility, the
liens on the Commencement Date Inventory and the Transition
Quantity Rights in favor of GE Capital, as agent, and Amex will
be automatically released upon a permitted sale of the fuel.

The entry of into the Supply Agreement will reduce the Debtors'
working capital requirements and will maintain a secure and ready
supply of jet fuel at a competitive cost to the Debtors,
Mr. Huebner tells Judge Hardin.

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DOLPHINITE INC: Lack of Privity Barred Breach of Warranty Claims
----------------------------------------------------------------
The Hon. Patti B. Saris of the U.S. District Court for the
District of Massachusetts approved the request of Clean Seas
Company to dismiss West Marine Products, Inc.'s strict liability
claim against Dolphinite, Inc., Clean Seas and Suntec Paint, Inc.

Judge Saris also dismissed Marine West's breach of warranty and
negligence claims on summary judgment, and denied West Marine's
indemnity claims.

                 Dolphinite & West Marine Action

The Parties were involved in a dispute over liability for
defective marine paint.  Clean Seas, a Jacksonville, Florida-based
manufacturer and seller of marine paint products, formulated and
patented the paint, contracted with Suntec to mix the paint, and
sold the mixed paint to Dolphinite.

Dolphinite resold the paint to numerous wholesale customers,
including marine boating products distributor and seller West
Marine, which in turn sold the paint to end users.  The paint
allegedly failed to perform properly and caused damage, some of
which was irreparable, to boats and other inflatable watercraft.

Dolphinite filed a prepetition action against Clean Seas and
Suntec in Massachusetts State Court and had that lawsuit removed
to Federal Court (D. Mass. Civil Action No. 03-11659-PBS) seeking
recovery of amounts it incurred and expected to incur as a result
of the allegedly defective paints, as well as injunctive and
declaratory relief.

In February 2004, West Marine and its insurer, United States Fire
Insurance Co., filed a lawsuit (D. Mass. Civil Action No. 04-
10251-PBS) against Dolphinite, Clean Seas and Suntec seeking
amounts that they have incurred and expected to incur in
connection with the allegedly defective paints, including but not
limited to costs required to settle the warranty claims of West
Marine's customers and costs incurred related to the storage,
handling and disposal of unsold and return paints.

Dolphinite filed for bankruptcy in April 2004, and a motion to
stay the Dolphinite Action, which the Bankruptcy Court granted.  
The West Marine Action continued against Clean Seas and Suntec
while the proceedings involving Dolphinite remained subject to the
automatic stay.

In November 2005, the West Marine Action was consolidated with the
Dolphinite Action.

                         Clean Seas' Plea

In October 2004, Clean Seas moved to dismiss the strict products
liability claim asserted against it in the West Marine Action.  
Clean Seas said that West Marine and U.S. Fire claimed that they
were injured and sustained damages as a result of the allegedly
defective marine paints.

According to Clean Seas, Massachusetts law does not recognize an
independent strict products liability claim apart from liability
for breach of warranty under the Massachusetts Uniform Commercial
Code.

Clean Seas also sought summary judgment on the breach of warranty,
strict liability and negligence claims asserted in West Marine's
complaint on the grounds that (i) there is no privity of contract
between the parties and (ii) those tort claims are barred by the
economic loss doctrine.

In addition, Clean Seas sought summary judgment on its common law
indemnity claims and request for a declaratory judgment
establishing that Clean Seas' has no obligation to indemnify West
Marine because West Marine was not able to establish fault for the
allegedly defective marine paints on Clean Sea's part.

                    District Court's Decision

The District Court denied both summary judgment motions without
prejudice pending a determination of the jurisdictional issues
that also had been raised in the case.

The District Court dismissed Suntec from each action for lack of
personal jurisdiction.

In 2005, after the Bankruptcy Court lifted the stay in
Dolphinite's bankruptcy case, the District Court allowed the
motions of Gary W. Cruickshank, the Chapter 7 Trustee overseeing
Dolphinite's liquidation, to be substituted for the Debtor in both
proceedings.

Clean Seas renewed its motion to dismiss its motion for summary
judgment after the two actions were consolidated.

In a decision published at 2006 WL 2243053, Judge Saris adopted
the report and recommendation of Judith Gail Dein, U.S. Magistrate
Judge, that:

   (1) plaintiffs' claim of strict products liability was not
       cognizable under Massachusetts law;

   (2) under Massachusetts law, plaintiffs' breach of warranty
       claims were precluded by the parties' lack of privity;

   (3) plaintiffs failed to establish that they should be
       subrogated to the rights of the end-user customers whose
       warranty claims they had paid;

   (4) the economic loss doctrine barred the claims for breach of
       implied warranty and negligence; and

   (5) plaintiffs could pursue their claims for indemnification.

Joanne L. Goulka, Esq., at Griffin & Goulka, and Andrew D. Myers,
Esq., at Davis, Malm, & D'Agostine, P.C., represented the Chapter
7 Trustee for the Debtor; Kevin P. McCann, Esq., and Michael J.
Fioretti, Esq., at Chance & McCann, Marie Cheung-Truslow, Esq., at
Smith & Brink, P.C., Stephen H. Durant, Esq., at Hedrick Dewberry
Regan & Durant P.A., Scott L. Machanic, ESq., at Cunningham,
Machanic, Cetlin, Johnson & Harney LLP, and Karen A. Whitley, and
Charles R. Bennett, Jr., Esq., at Hanify & King, represented the
Defendants.

Headquartered in Peabody, Massachusetts, Dolphinite, Inc. --
http://www.dolphinite.com/-- sold and distributed marine,  
automotive and boat care products.  The Company filed a chapter 7
petition on April 1, 2004 (Bankr. D. Mass. Case No. 04-12657).  
John F. Cullen, Esq., in Boston, Massachusetts, represents the
Debtor.  The Company estimated $500,000 in assets and $10 million
in debts when it sought bankruptcy protection.


EASY GARDENER: Wants Exclusive Solicitation Period Extended
-----------------------------------------------------------
Easy Gardener Products, Ltd., nka EG Liquidating Company, Ltd.,
and its debtor-affiliates ask the Honorable Kevin Gross of the
U.S. Bankruptcy Court for the District of Delaware to extend until
Nov. 29, 2006, their exclusive period to solicit acceptances of
their Joint Plan of Liquidation under chapter 11.

The Debtors' Liquidating Plan was filed Aug. 4, 2006, and the
deadline for plan solicitation is Oct. 16, 2006.  In light of the
Sept. 20, 2006 hearing on the Disclosure Statement, the Debtors
may not be able to solicit the Plan by the Oct. 16 deadline.

Headquartered in Waco, Texas, Easy Gardener Products, Ltd. --
http://www.easygardener.com/-- manufactured and sold a broad
range of consumer lawn and garden products, including weed
preventative landscape fabrics, fertilizer spikes, decorative
landscape edging, shade cloth and root feeders, which are sold
under various recognized brand names including Easy Gardener,
Weedblock, Jobe's, Emerald Edge, and Ross.  The Company and four
of its affiliates filed for bankruptcy on April 19, 2006 (Bankr.
D. Del. Case Nos. 06-10393 to 06-10397).  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Sandra G.M. Selzer, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub LLP and John F.
Higgins, Esq., James Matthew Vaughn, Esq., and Joshua W.
Wolfshohl, Esq., at Porter & Hedges, LLP, represent the Debtors.  
Adam Dunayer, Brett Lowrey, Michael Boone, and Ben Williams at
Houlihan Lokey Howard & Zukin give financial advice to the
Debtors.  Joel A. Waite, Esq., and M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP, represent the Official Committee
of Unsecured Creditors.  Samuel Star at FTI Consulting, Inc.,
gives financial advice to the Committee.  When the Debtors filed
for bankruptcy, they reported assets amounting to $103,454,000 and
debts totaling $107,516,000.


E.L. TOOL: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: E.L. Tool & Die Co., Inc.
        62 West 47th Street
        New York, NY 10036

Bankruptcy Case No.: 06-12101

Chapter 11 Petition Date: September 6, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Joel Martin Shafferman, Esq.
                  The Law Offices of Joel Shafferman
                  80 Wall Street, Suite 910
                  New York, NY 10005
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Banco Popular North America   62 West 47th St.          $700,000
120 Broadway                  Units 1108A, 1104,        
New York, NY 10271            1106A, 1104A,             
                              1110, 1112 and
                              1114, New York, NY
                               10036

David & Dorothy Kleinman      Purported                 $200,000
c/o Paul Eisenstein           Commercial Claim
7600 Jericho Turnpike
Woodbury, NY 11797

Oneg Jewelry Corp.            Purported                  $65,000
55 West 47th Street           Commercial Claim
New York, NY 10036

JBM                           Purported                  $35,000
                              Commercial Claim

Hans Hub and Fritz Hub        Purported                  $25,112
                              Commercial Claim

Oxford Health Plans           Premiums                    $4,027

JER Revenue Services, LLC     62 West 47th St.           Unknown
                              Units 1108A, 1104,        
                              1106A, 1104A,             
                              1110, 1112 and           
                              1114 New York,        
                              NY 10036
                              Senior Lien:
                              $700,000


NYC Dept Of Taxation and      62 West 47th St.           Unknown
Finance                       Units 1108A, 1104,        
                              1106A, 1104A, 1110,       
                              1112 and 1114,           
                              New York, NY 10036    
                              Senior Lien:
                              $700,000

NYCTL 1999-L Trust and BNY    62 West 47th St.           Unknown
                              Units 1108A, 1104,        
                              1106A, 1104A,             
                              1110, 1112 and          
                              1114, New York,       
                              NY 10036
                              Senior Lien:
                              $700,000

NYCTL1998-2 Trust             62 West 47th St.           Unknown
                              Units 1108A, 1104,        
                              1106A, 1104A,             
                              1110, 1112 and           
                              1114, New York,       
                              NY 10036
                              Senior Lien:
                              $700,000

Amin Kohantaban d/b/a Sako                               Unknown

Board of Managers of D&JICC   Common Charges             Unknown

Internal Revenue Service                                 Unknown

NYS Dept of Labor                                        Unknown

NYS Dept of Tax and Finance                              Unknown


EMMIS COMMS: S&P Holds B+ Corp. Credit Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Emmis
Communications Corp., including the 'B+' corporate credit rating,
remained on CreditWatch with negative implications, where they
were placed on May 11, 2005.  

Indianapolis, Indiana-based Emmis had roughly $658 million of debt
outstanding as of May 31, 2006.

"The CreditWatch listing still reflects uncertainties surrounding
the company's long-term business and financial strategies," said
Standard & Poor's credit analyst Heather M. Goodchild.

In resolving the CreditWatch listing, Standard & Poor's will
reassess the rating as we gain clarity on the company's long-term
strategy in respect to acquisitions, share buybacks, or even the
possibility of the sale of the entire company.

Although leverage is coming down to a level more in line with a
'B+' corporate credit rating and a proposed buyout by the CEO is
no longer under review, the company has yet to articulate a clear
plan for the near-to-intermediate term.


FLYI INC: Wants to Walk Away from 2,500 Contracts and Leases
------------------------------------------------------------
FLYi, Inc., and its debtor-affiliates ask permission from the U.S.
Bankruptcy Court for the District of Delaware to reject
approximately 2,500 executory contracts and unexpired leases, to
the extent executory or unexpired.

The Contracts are unnecessary to the Debtors' estates, M. Blake
Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, contends.  In addition, the Contracts have
no market value and are thus an undue burden to the Debtors'
estates.

Mr. Cleary relates that the non-Debtor parties to the Contracts
have reason to expect that their contracts or leases would be
rejected given the Debtors' public announcement and numerous
press reports on the discontinuation of their scheduled flight
operations.

A 46-page list of the Contracts and Leases to be rejected is
available for free at http://ResearchArchives.com/t/s?1152

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FLYI INC: M&T Wants Rejection of Aircraft Documents Denied
----------------------------------------------------------
Manufacturers and Traders Trust Company asks the U.S. Bankruptcy
Court for the District of Delaware to:

   (a) deny FLYi, Inc., and its debtor-affiliates' request to the
       extent that it seeks to reject the Aircraft Documents; or

   (b) direct the Debtors to identify the specific agreements
       they wish to reject.

The Debtors had asked the Court to reject approximately 2,500
executory contracts and unexpired leases, to the extent executory
or unexpired.

Prior to filing for bankruptcy, the Debtors financed the
acquisition or lease of airframes, aircraft engines and related
parts through a number of capital market and private transactions
involving The First National Bank of Maryland, now known as
Allfirst Bank, as Trustee, Bonnie Glantz Fatell, Esq., at Blank
Rome LLP, in Wilmington, Delaware, informs the Court.  M&T is
successor by merger to Allfirst Bank.

M&T, in its capacity as indenture trustee, subordination agent,
loan trustee or mortgagee, on behalf of holders of debt
securities owned by the Debtors, serves various roles in the
publicly issued and privately placed aircraft financing
transactions, involving 20 aircraft, pursuant to certain
indentures, participation agreements, security agreements and
other loan documents.

According to Ms. Fatell, the Aircraft Documents represent, as of
the Petition Date, either debt or lease obligations of the
Debtors, aggregating at least $100,000,000.

The Court has previously authorized the Debtors to abandon the
Aircraft and reject their leases.  The only remaining obligations
that the Debtors have under the Aircraft Documents are payment,
which cannot be rejected, Ms. Fatell says.  Also, the agreements
may no longer be executory.

M&T asserts that the Debtors have failed to completely or
adequately identify or describe most of the agreements that they
wish to reject.  Ms. Fatell points out that the Debtors only
listed one non-Debtor party in their description of the
agreements whereas the Aircraft Documents involve several non-
Debtor parties.

Consequently, it is impossible to ascertain what parties are
affected by the Debtors' proposed rejection, Ms. Fatell avers.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FOAMEX INTERNATIONAL: Trade Creditors Sell 44 Claims
----------------------------------------------------
From August 1, 2006, to August 30, 2006, the Clerk of the U.S.
Bankruptcy Court for the District of Delaware recorded 44 claim
transfers in Foamex International Inc. and its debtor-affiliates'
Chapter 11 cases.

Transferor                     Transferee              Claim Amt.
----------                     ----------              ----------
Infiniti Employment Solutions  Revenue Management        $6,827
MSC Industrial Supply          Argo Partners            408,344
Keehn Landscape Contract       Argo Partners              1,760
Wiese Planning & Engineering   Argo Partners              6,278
American Wire Rope & Sling     Argo Partners              2,028
Avant Group, Inc.              Argo Partners              2,875
Tembec Btlsr Inc.              Argo Partners             27,750
CSSI Consolidated Sales        Argo Partners              6,058
Ablest Staffing Services       ASM Capital LP            12,051
Copeland & Laird Inc.          Revenue Management         1,206
Security Paper Tube Inc.       Revenue Management        11,440
Keystone Brothers              Revenue Management         2,088
Auburn City Utilities          Revenue Management       101,056
Capital Markets                KT Trust                   8,813
Capital Markets                Capital Investors        363,176
Hamilton Plastics, Inc.        Revenue Management        57,520
Power Equipment Co.            Revenue Management         6,160
Leland and Shirley Yoss        Argo Partners            169,962

Revenue Management, as successor of various claims, transferred 25
claims, aggregating $347,555, to KT Trust.

The claim transfers were filed by:

  * Adam Moskowitz on behalf of ASM Capital LP
    22 Jennings Lane
    Woodbury, NY 11797

  * Matthew Gold on behalf of Argo Partners
    12 West 37th Street, 9th Floor
    New York, NY 10018

  * Robert Minkoff on behalf of Capital Markets, KT Trust,
      Capital Investors, and Revenue Management
    One University Plaza, Suite 312
    Hackensack, NJ 07601

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 25; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FORD MOTOR: New President and CEO Getting $2 Mil. Annual Salary
---------------------------------------------------------------
Alan Mulally, the newly appointed president and chief executive
officer of Ford Motor Company, will receive a $2,000,000 per year
base salary from the Company.

Mr. Mulally replaces William Clay Ford, Jr.  Mr. Ford was
appointed Executive Chairman of the Company effective
Sept. 1, 2006.

As part of the hiring arrangement, the Company also agreed to pay
Mr. Mulally, no later than Sept. 15, 2006, $7,500,000 as a hiring
bonus and $11,000,000 as an offset for forfeited performance and
stock option awards at his former employer.  He may elect to defer
these amounts in whole or in part under the Ford's Deferred
Compensation Plan.

Effective Sept. 1, 2006, the Company granted Mr. Mulally:

    a) 3,000,000 ten-year nonqualified options that vest 33% one
       year after the grant date, 33% two years after the grant
       date and 34% three years after the grant date; and

    b) 1,000,000 five year non-qualified performance-based options
       that vest based on the regular way trading closing price of
       Ford common stock on the New York Stock Exchange reaching
       certain thresholds that are maintained for a period of at
       least 30 consecutive trading days as follows:

          -- 250,000 options vest after Ford common stock closes
             at least $15 per share for such a period,

          -- an additional 250,000 options vest after Ford common
             stock closes at least $20 per share for such a
             period,

          -- an additional 250,000 options vest after Ford common
             stock closes at least $25 per share for such a period   
             and an additional 250,000 options vest after Ford
             common stock closes at least $30 per share for such a
             period.

All of the options granted to Mr. Mulally have an option price
equal to the grant date's current fair market value of $8.28 per
share (based on the average of the high and low trading price on
the New York Stock Exchange on the grant date).

In addition, effective Sept. 1, 2006, the Company granted Mr.
Mulally 600,000 restricted stock units.  The units vest as to
200,000 units one year after the grant date, 200,000 units two
years after the grant date and 200,000 units three years after the
grant date.  Dividend equivalent payments will be made in cash
until the restrictions lapse.  When the restrictions lapse, the
units will be valued based on the closing price of Ford common
stock on the New York Stock Exchange on the date of lapse and paid
out in cash as soon as practicable thereafter.  

Mr. Mulally may elect to defer a portion of these payments under
the Deferred Compensation Plan.  Further, the Company agreed that
the 2007 performance-based restricted stock unit opportunity and
stock options to be granted to Mr. Mulally in March 2007 will have
a minimum grant date value of $6,000,000 and $5,000,000,
respectively.  The Company also agreed that his target bonus
opportunity for 2007 will be 175% of his base salary.

Mr. Mulally is required to use Company aircraft for personal
travel under the Company's executive security program.  When
traveling on personal business on Company aircraft, Mr. Mulally
will be entitled to be accompanied by his wife, children and any
guests, at Company expense.

                           About Ford

Headquartered in Dearborn, Michigan, Ford Motor Company (NYSE: F)
-- http://www.ford.com/-- manufactures and distributes  
automobiles in 200 markets across six continents.  With more than
324,000 employees worldwide, the company's core and affiliated
automotive brands include Aston Martin, Ford, Jaguar, Land Rover,
Lincoln, Mazda, Mercury and Volvo.  Its automotive-related
services include Ford Motor Credit Company and The Hertz
Corporation.

                         *     *     *

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

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

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

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


FUNCTIONAL RESTORATION: Wants Oct. 7 Set as Admin. Claims Bar Date
------------------------------------------------------------------
Functional Restoration Medical Center, Inc., asks the United
States Bankruptcy Court for the Central District of California to
set Oct. 7, 2006, as the deadline for creditors owed money by the
Debtor on the account of administrative claims arising prior to
Aug. 11, 2006, to file their proofs of claim.

The Debtor tells the Court that an Administrative Claims Deadline
is needed to enable the Debtor and his creditors to ascertain the
number, amount, and substance of claims asserted against the
estate.

The Debtor relates that after the completion of the sale of its
assets, the it was no longer operating, and all executory
agreements have been signed or have been rejected.  Accordingly,
the Debtor does not anticipate any further administrative expenses
other than professionals hired at the expense of the estate.  An
Administrative Claims Deadline will assist the Debtor in
establishing expenses incurred before and after the Closing Date.

Headquartered in Encino, California, Functional Restoration
Medical Center, Inc., is the second largest owner and operator
of MRI centers in Southern California.  The Debtor filed for
chapter 11 protection on Mar. 9, 2006 (Bankr. C.D. Calif. Case No.
06-10306).  Daniel A. Lev, Esq., at SulmeyerKupetz, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, its estimated assets and debts
between $10 million and $50 million.


GINGISS GROUP: Ch. 7 Trustee Hires Andrew Sklar as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed
Alfred T. Giuliano, the Chapter 7 Trustee overseeing the
consolidated estates of The Gingiss Group, Inc., and its debtor-
affiliates, to employ Andrew Sklar, P.C., as his special counsel
to assist him in the specific task of collecting the judgments.

Andrew Skar will be paid a contingency fee based on 40% of
collected judgments, plus reimbursement of all costs.

To the best of the Trustee's knowledge, Andrew Skar does not hold
nor represent any interest adverse to the Debtors' estates, and is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Addison, Illinois, The Gingiss Group, Inc., a
national men's formal wear rental and retail company, filed for
chapter 11 protection on November 3, 2003 (Bankr. D. Del. Case No.
03-13364).  James E. O'Neill, Esq., and Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub represent the
Debtors.  When the Debtors filed for chapter 11 protection, they
listed estimated assets of $1 million to $10 million and estimated
debts $50 million to $100 million.  The Court converted the
Debtors' chapter 11 cases to chapter 7 liquidation proceedings on
March 30, 2005.  Alfred T. Giuliano, the Chapter 7 Trustee, is
represented by Sheldon K. Rennie, Esq., at Fox Rothschild LLP.  
Bruce Buechler, Esq., at Lowenstein Sandler P.C., serves as
counsel to the Official Committee of Unsecured Creditors.


HAWS & TINGLE: Disclosure Statement Hearing Set on September 28
---------------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas scheduled a hearing regarding the
Amended Disclosure Statement explaining the Amended Plan of
Reorganization of Haws & Tingle Limited on Sept. 28, 2006, at 9:00
a.m. in Courtroom 192 in Dallas, Texas.

                        The Amended Plan

Under the Amended Plan, holders of Class 1 Other Priority Claims
and Class 2 Secured Tax Claims will receive either be paid in full
and in cash or upon other terms agreed to by the holder and the
Debtor.

Class 3 Other Secured Claims will receive, at the Debtor's option:

   (i) the return of the collateral securing the Allowed
       Other Secured Claim in full satisfaction of the Claim;

  (ii) payment in cash in an amount equivalent to the lesser of
       (a) the value of the collateral or (b) the full amount of
       the Allowed Other Secured Claim; or

(iii) other treatment as may be agreed to in writing by the
       holder of the Claim and the Debtor.

If the Allowed Other Secured Claim exceeds the value of the
collateral, the excess will constitute a General Unsecured Claim,
unless the holder of the Claim has elected treatment pursuant to
Section 1111(b) of the Bankruptcy Code.

Class 4 General Unsecured Claims will receive a pro rata share of
the funds left over after classes senior in priority have been
paid in full.

All interests in the Debtor will be cancelled, and interest
holders will not retain any property on account of their
interests.

                         Claims of Zurich

Zurich American Insurance Company, the Debtor's bonding company,
holds a stipulated $9,994,040 unsecured claim.

Under the Amended Plan, as to any project where Zurich advanced
funds to complete an obligation of the Debtor, Zurich will be
indemnified by the Debtor, and to a limited extent, by James D.
Hasenzahl, the Debtor's chief executive officer.

Zurich is also entitled to receive any payments from the owners of
the projects entered into by the Debtor, up to the amount of funds
advanced to pay for obligations of the Debtor on said projects.
Zurich will receive funds directly from the Owners on projects
where the Debtor defaulted, which funds are independent of the
estate.

In addition, Zurich is anticipated to have administrative claims
arising from settlements made with third parties.

                           Distribution

The Plan Trustee will make all distributions required under the
Plan.  Zurich has agreed to fund $75,000 directly to the Plan
Trustee from the settlement proceeds it receives from Mr.
Hasenzahl.

                       About Haws & Tingle

Headquartered in Fort Worth, Texas, Haws & Tingle, Ltd., is a
building contractor.  The Debtor filed for chapter 11 protection
on October 6, 2005 (Bankr. N.D. Tex. Case No. 05-82478).  Mark
Edward Andrews, Esq., and Omar J. Alaniz, Esq., at Neligan Tarpley
Andrews & Foley LLP represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
to $50 million.


HOLLINGER INC: Unit Agrees to Buy Toronto Property for $19.6 Mil.
-----------------------------------------------------------------
Domgroup Ltd., a wholly owned subsidiary of Hollinger, has entered
into an agreement of purchase and sale with Lanterra Realty Inc.
in respect of the real property located at 3087-3101 Dufferin
Street and 770 Lawrence Avenue West, Toronto, Ontario for a
purchase price of $19.6 million.  The transaction is scheduled to
close at the end of October.

                      About Hollinger Inc.

Toronto, Ontario-based Hollinger Inc.'s (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- principal asset is  
its 66.8% voting and 17.4% equity interest in Hollinger
International, a newspaper publisher with assets, which include
the Chicago Sun-Times and a large number of community newspapers
in the Chicago area.  Hollinger also owns a portfolio of
commercial real estate in Canada.

                        Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on Sept. 7, 2004;

   (3) a $425,000,000 fraud and damage suit filed in the State
       of Illinois by Hollinger International;

   (4) a lawsuit seeking enforcement of a Nov. 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by Hollinger International seeking
       injunctive relief for the return of documents of which it
       claims ownership;

   (6) a $5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on Nov. 15, 2004, seeking injunctive,
       monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.

Hollinger Inc. has also been unable to file its annual financial
statements, Management's Discussion & Analysis and Annual
Information Form for the years ended Dec. 31, 2003, 2004 and 2005
on a timely basis as required by Canadian securities legislation.

Hollinger has not filed its interim financial statements for the
fiscal quarters ended March 31, June 30 and Sept. 30 in each of
its 2004 and 2005 fiscal years.  Also, Hollinger has not filed its
financial statements for the period ended March 31, 2006.


HOLLYWOOD THEATERS: S&P Affirms B Rating & Removes Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating to Portland, Oregon-headquartered movie exhibitor
Hollywood Theaters Inc., which is analyzed on a consolidated basis
with its parent company, Hollywood Theaters Holdings Inc., and
removed the ratings from CreditWatch with negative implications,
where they had been placed on Sept. 2, 2005.

The company recently amended its credit facility, which will widen
its cushion of compliance with financial covenants.  The outlook
is negative.  As of June 30, 2006, the company had approximately
$134 million in debt.

"The rating reflects Hollywood Theaters Inc.'s high leverage, cash
flow concentration risks, the mature and highly competitive nature
of the industry, the company's exposure to the fluctuating
popularity of Hollywood films, and its negative discretionary cash
flow," said Standard & Poor's credit analyst Tulip Lim.

The rating also reflects our uncertainty about the U.S. box office
performance of feature film releases over the balance of 2006 and
our concerns that U.S. movie attendance has been pressured by the
proliferation of competing entertainment alternatives and
shortening periods in theatrical release prior to home video and
video-on-demand release.  These risks outweigh the company's good
profit margins and competitive position in many of its small
markets.

Hollywood operates 50 theaters with 484 screens in small to
midsize markets, primarily in 13 states in the South Central,
Midwestern, and Western U.S.

The negative outlook reflects concern about U.S. box office
weakness and expectations that Hollywood's financial risk will
remain high as a result of its aggressive expansion plan.  The
rating could be lowered if the company's cushion of compliance
with its bank covenants narrows, discretionary cash flow does not
improve, or credit metrics worsen.

Although unlikely, a revision in the outlook to stable would
require the company to maintain profitability levels, improve its
key credit measures, maintain an appropriate cushion of covenant
compliance, and maintain good liquidity.


INTELSAT CORP: Moody's Rates Proposed Senior Term Loan at B2
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Intelsat
Corporation's proposed senior unsecured term loan, the proceeds of
which will be used to fund the repurchase of the existing 9%
senior notes at Intelsat Corporation, that are subject to a
mandatory change of control offer triggered by the acquisition of
PanAmSat by Intelsat.  If the change of control offer is fully
accepted, Moody's will withdraw the ratings on the existing 9%
senior notes, due 2014.  

Moody's views the new term loan as a dollar for dollar replacement
of the existing notes, with minimal impact on leverage or cash
flow.  In addition, Moody's has affirmed all existing ratings. The
outlook remains stable.

Moody's took these ratings actions:

Issuer:

Intelsat Corporation:

   * Proposed Sr. Unsecured Term Loan, due 2014 -- Assigned B2
   * 9% senior notes, due 2014 -- Affirmed B2
   * Guaranteed Sr. Secured Revolver, due 2012 -- Affirmed B1
   * Guaranteed Sr. Secured Loan A -- Affirmed B1
   * Guaranteed Sr. Secured Loan B -- Affirmed B1
   * 6.375% senior secured notes, due 2008 -- Affirmed B1
   * 6.875% senior secured debentures, due 2028 -- Affirmed B1
   * 9% senior notes, due 2016 -- Affirmed B2

Intelsat Ltd:

   * Corporate family rating -- Affirmed B2
   * SGL Rating -- Affirmed SGL-2
   * 5.25% Global notes, due 2008 -- Affirmed Caa2
   * 7.625% Sr. Notes, due 2012 -- Affirmed Caa2
   * 6.5% Global Notes, due 2013 -- Affirmed Caa2

Intelsat (Bermuda) Ltd. ("Intelsat Bermuda"):

   * 9.25% Guaranteed Sr. Notes -- Affirmed B2
   * Floating Rate Sr. Notes -- Affirmed Caa1
   * 11.25% Sr. Notes -- Affirmed Caa1

Intelsat Intermediate Holding Company Ltd.

   * Sr. Discount Notes, due 2015 -- Affirmed Caa1

Intelsat Subsidiary Holding Company Ltd.:

   * Guaranteed Sr. Secured Revolver, due 2012 -- Affirmed B1
   * Guaranteed Sr. Secured T/L B, due 2013 -- Affirmed B1
   * Sr. Floating Rate Notes, due 2012 -- Affirmed B2
   * 8.25% Sr. Notes, due 2013 -- Affirmed B2
   * 8.625% Sr. Notes, due 2015 -- Affirmed B2

The outlook is stable.

Intelsat, headquartered in Bermuda, is the largest fixed satellite
service operator in the world and is owned by Apollo Management,
Apax Partners, Madison Dearborn, and Permira.


INTELSAT CORP: S&P Rates $667 Million Senior Facility at B
----------------------------------------------------------
Standard & Poor's Rating Services assigned a 'B' rating to
Intelsat Corp.'s $667 million senior unsecured credit facility.
Proceeds from the loan will be used to purchase up to $657 million
of Intelsat Corp.'s (formerly PanAmSat Corp.'s) 9% senior
unsecured notes due in 2014 to the extent that they are put to the
company because of a change of control provision triggered by
parent Intelsat Ltd.'s July 2006 purchase of PanAmSat.

The rating on the new credit facility, which matures in 2014, is
two notches below the corporate credit rating, reflecting the
significant amount of secured debt in the capital structure.

All other ratings for Intelsat Ltd. and Intelsat Corp. and related
entities are affirmed.  Affirmations include the 'BB-' corporate
credit ratings for Intelsat Ltd. and Intelsat Corp.  The outlook
for both entities is stable.

Intelsat is the largest global satellite services provider,
ranking ahead of SES Global S.A. in terms of revenue.  
Consolidated debt for Intelsat totaled about $11.4 billion as of
June 30, 2006, pro forma for the acquisition of PanAmSat.

"The ratings on Intelsat primarily reflect high financial risk
from acquisition-related debt and a demonstrated shareholder-
oriented financial policy," said Standard & Poor's credit analyst
Susan Madison.

Although the company has indicated it will refrain from
shareholder distributions for one year following the PanAmSat
transaction, (absent an initial public offering), the company's
historical financial policy suggests that it may make substantial
shareholder distributions over the medium term.  Other concerns
Include:

   * mature industry growth prospects;

   * declining demand for point-to-point satellite applications;
     and

   * modest risk of satellite failure.

Tempering factors include:

   * good cash flow predictability from a substantial combined
     $8.2 billion backlog of future revenue derived from long-term
     contracts (as of June 30, 2006);

   * limited competition because of high barriers to entry and
     orbital slot scarcity;

   * the essential nature of satellite services for point-to-
     multipoint applications;

   * strong EBITDA margins and discretionary cash flow from low
     variable costs; and

   * fixed-cost and capital expenditure saving opportunities from
     combining Intelsat and PanAmSat.


INTERSTATE BAKERIES: Inks 8th Amendment on JPMorgan DIP Facility
----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Ronald B. Hutchison, executive vice president and
chief financial officer of Interstate Bakeries Corporation,
discloses that Interstate Bakeries Corporation and its debtor-
affiliates have entered into an Eighth Amendment to the DIP
Agreement with JPMorgan Chase Bank, as administrative agent and
collateral agent for the Lenders, on Aug. 25, 2006.

The Eighth Amendment provides, among other things, that:

   (a) the maturity date of the DIP Agreement is extended until
       June 2, 2007;

   (b) the sub-limit for the issuance of letters of credit is
       increased from $125,000,000 to $150,000,000; and

   (c) the period for which the Debtors will not be required to
       deliver audited financial statements is extended.

In addition, the Eighth Amendment contains a provision to further
augment the Debtors' cash resources by allowing them to use 50%
of the restricted cash for general corporate purposes, with the
remaining 50% going to partially repay their senior secured
prepetition loans.  The total amount of the restricted cash was
approximately $90,700,000.

The Lenders also provided covenant relief by resetting the
maximum capital expenditures covenant levels, and amending the
cumulative Consolidated EBITDA levels.  The covenant adjustments
and other accommodations were made in lieu of extending the
suspension period set forth in prior amendments, according to Mr.
Hutchison.

A full-text copy of the Eighth Amendment is available for free
at http://ResearchArchives.com/t/s?1156

                   Challenge Deadline Extended

The Court further extends the deadline for the Debtors, the
Official Committee of Unsecured Creditors, the Official Committee
of Equity Security Holders and U.S. Bank Association, as
indenture trustee, to assert certain claims and actions
challenging the extent, validity, enforceability, perfection or
priority of the Debtors' prepetition obligations or the liens
granted to the prepetition secured lenders on the Prepetition
Collateral through and including Jan. 31, 2007.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Has Until Jan. 31 to Exclusively File Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
extends until Jan. 31, 2007, Interstate Bakeries Corporation and
its debtor-affiliates' exclusive period to file a plan of
reorganization.

The Debtors have until April 2, 2007, to exclusively file and
solicit acceptances of that plan.

As reported in the Troubled Company Reporter on Aug. 8, 2006,
J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, reported that the Debtors have made progress
in their restructuring process.  As of March 2005, the Debtors
have effected the restructurings in all of their 10 profit
centers.  The Debtors have also consolidated their businesses by
a reduction of their bakeries, distribution centers, delivery
routes and workforce.  The Debtors have launched new products and
improved and redesigned marketing strategies for some of their
brand names.

In addition, the Debtors have made progress in their claims
resolution process.  The Debtors have rejected several leases and
sold real properties aggregating to $93,000,000.

Despite these efforts, the Debtors still need additional time to
resolve several issues that impedes their emergence from Chapter
11, Mr. Ivester asserted.

The Debtors' request for an extension of their exclusive periods
is not a negotiation tactic, but is merely a reflection of the
fact that their cases are still not ripe for the submission and
confirmation of a viable plan, Mr. Ivester asserted.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


IPC ACQUISITION: S&P Rates $465 Million Senior Facility at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on New York, New York-based IPC Acquisition Corp.

The ratings were removed from CreditWatch with negative
implications, where they were placed on Aug. 2, 2006, following
the announcement that Silver Lake Partners would acquire IPC from
its existing owner, GS Capital Partners, for approximately $800
million.

At the same time, Standard & Poor's assigned its 'B+' rating, with
a '2' recovery rating, to the company's proposed $465 million
first-lien senior secured bank facility, which will consist of a
$50 million revolver (due 2012) and a $415 million term loan (due
2013).

Standard & Poor's also assigned its 'B-' rating, with a '5'
recovery rating, to the company's proposed $170 million second-
lien senior secured term loan, due 2014. T he ratings outlook is
negative.

The first-lien bank loan rating, which is the same as the
corporate credit rating, along with the '2' recovery rating,
reflect Standard & Poor's expectation of substantial (80%-100%)
recovery of principal by creditors in the event of a payment
default.  

The second-lien bank loan rating, which is two notches below the
corporate credit rating, along with the '5' recovery rating,
reflect Standard & Poor's expectation of negligible (0%-25%)
recovery of principal by creditors in the event of a payment
default, given their priority in the capital structure.  

Proceeds from the facilities, along with approximately $253
million of equity, will be used to fund the acquisition of IPC by
Silver Lake Partners.

"The ratings affirmation reflects our expectation that IPC's
strong and growing backlog will continue to drive increased levels
of EBITDA and improved financial leverage from current levels in
the mid-to-high 6x range," said Standard & Poor's credit analyst
Ben Bubeck.

The negative outlook, however, reflects IPC's heightened leverage
position following the proposed transaction.


LYONDELL CHEMICAL: Moody's Rates $1.775 Billion Term Loan at Ba3
----------------------------------------------------------------
Moody's Investors Service confirmed the corporate family
ratings of Lyondell Chemical Company, Equistar Chemical LP and
Millennium Chemical Inc. and assigned Ba3 ratings to Lyondell's
new $800 million credit facility and $1.775 billion term loan
facility, and B1 ratings to $1.775 billion of new unsecured notes
maturing in 2014 and 2016.

The new credit facilities and $875 million of the new unsecured
debt will effectively finance the acquisition of CITGO Petroleum
Corporation 41.25% stake in Lyondell-CITGO Refining LP, terminate
the existing crude supply agreement at LCR, and repay existing
debt at LCR.

The remaining $900 million of unsecured notes will be used to
refinancing $849 million of senior secured notes that were
scheduled to mature in 2007, and for which Lyondell has recently
issued a tender offer.  In addition to the confirmation of ratings
above and assignment of new ratings, Moody's downgraded the
ratings on two debentures at Lyondell, the former Arco debt, due
to the lack of a guarantee from LCR and minimal collateral due to
the amount of net assets at Lyondell. Moody's also raised
Lyondell's speculative grade liquidity rating to SGL-1, reflecting
the substantial reduction in near-term maturities and the
likelihood that free cash flow will remain robust despite the
expected downturn in Equistar's margins over the next two years.
The outlook on the ratings of Lyondell, Equistar and Millennium is
stable.

Ratings assigned:

Issuer: Lyondell Chemical Company

   * $800 million Guaranteed Senior Secured Revolving Credit
     Facility due 2011 at Ba3

   * $1,775 million Guaranteed Senior Secured Term Loan due 2013
     at Ba3

   * $1,775 million Guaranteed Senior Unsecured Notes due 2014 or
     2016 at B1

Ratings confirmed

Issuer: Lyondell Chemical Company

   * Corporate Family Rating, Confirmed at Ba3
   * Senior Secured Regular Bond/Debenture, Confirmed at Ba3*
   * Senior Subordinated Regular Bond/Debenture, Confirmed at B2

Issuer: Equistar Chemicals, LP

   * Corporate Family Rating, Confirmed at Ba3
   * Senior Unsecured Regular Bond/Debenture, Confirmed at B1
   * Senior Unsecured Regular Bond/Debenture, Confirmed at B1

Issuer: Millennium Chemicals Inc.

   * Corporate Family Rating, Confirmed at Ba3
   * Senior Unsecured Conv./Exch. Bond/Debenture, Confirmed at B1

Issuer: Millennium America Inc.

   * Senior Secured Bank Credit Facility, Confirmed at Ba2
   * Senior Unsecured Regular Bond/Debenture, Confirmed at B1

Ratings Downgraded

Lyondell Chemical Worldwide, Inc.

   * Senior Unsecured Regular Bond/Debenture, Downgraded to B1
     from Ba3

The assignment of the Ba3 ratings on the new credit facilities and
the confirmation of Lyondell's Ba3 corporate family rating reflect
the benefits from elevated margins at LCR, which should allow the
company to de-lever its balance sheet over the next two years and
repay the majority of debt assumed in this transaction.  
Additionally, this refinery should provide greater stability to
the company's earnings profile over the intermediate-term, improve
the company's earnings and cash flow ratios at the bottom of the
petrochemicals cycle, and enable the company to maximize the
synergies with Equistar's olefin flexi-crackers.  Moody's
continues to believe that there are significant synergies between
refineries and olefin flexi-crackers over the petrochemical cycle.
Specifically, the confirmation reflects Moody's belief that
Lyondell can reduce consolidated balance sheet debt to below $7.5
billion by year-end 2007.

The stable outlook reflects the anticipation for meaningful
debt reduction and relatively strong financial metrics at the
consolidated company over the next year.  Moody's could make a
positive change to the outlook or ratings, if debt is reduced
faster and the outlook for the company financial performance
is much stronger than is currently anticipated.  The company's
outlook or ratings could be affected negatively by a weakening
of cash flow at LCR combined with the failure to reduce debt by at
least $700 million in 2007.

Moody's plans to supplement its traditional assessment of expected
loss with a proposed Loss-Given-Default Methodology.  Research by
Moody's suggests that the realized credit losses on loans have
tended to be lower than losses on similarly rated bonds.  Moody's
research further suggests that the application
of a rigorous estimation model for LGD could support a higher
degree of up-notching for bank facilities than has been the
case with Moody's traditional notching methodology which
ascribes considerable importance to asset coverage.  Upon the
implementation of its LGD methodology, Moody's will adjust the
ratings of ratings of Lyondell, Equistar and Millennium credit
facilities and debt accordingly.

Headquartered in Houston, Texas, Lyondell Chemical Company
manufactures propylene oxide, MTBE and butanediol, as well as a
major producer of co-product styrene.  Equistar Chemicals LP,
Millennium Chemicals Inc, and LCR are wholly owned subsidiaries of
Lyondell.  Equistar is a leading North American producer of
commodity petrochemicals and plastics. Millennium Chemicals is
among the largest global producers of titanium dioxide pigments
and VAM.  LCR is a refinery that has the unique ability to process
100% heavy sour crude oil from Venezuela. These combined entities
reported revenues of roughly $24 billion for the LTM dated
June 30, 2006.


LYONDELL CHEMICAL: Fitch Rates New $1.775 Billion Sr. Notes at BB-
------------------------------------------------------------------
Fitch Ratings assigned a 'BB-' to Lyondell's new $1.775 billion
senior unsecured notes due 2014 and 2016 and affirms these
ratings:

   -- Issuer default rating at 'BB-'
   -- Senior secured credit facility and term loan at 'BB+'
   -- Senior secured notes and debentures at 'BB+'
   -- Senior subordinated notes at 'B'

The Rating Outlook for Lyondell remains Stable.  Approximately
$5.4 billion of debt is covered by these actions.

Lyondell announced that it intends to issue $1.775 billion of
senior unsecured notes in two series due in September 2014 and
September 2016.  At the same time, Lyondell will begin a cash
tender offer for its approximately $849 million of the 9.625%
senior secured notes due May 1, 2007.  The tender offer will be
funded with a portion of the proceeds from the new senior
unsecured note offering.

The remainder of the net proceeds from the note offering will be
used to repay a portion of the recent seven-year term loan used to
finance Lyondell's Aug. 16, 2006 acquisition of Citgo Petroleum
Corporation's 41.25% interest in the Lyondell-Citgo Refining LP.

The rating assignment for Lyondell's new senior unsecured notes
and affirmations for Lyondell's IDR, senior secured credit
facility, and senior secured notes and debentures and senior
subordinated notes are supported by the increased access to cash
flow from LCR as a result of its acquisition of CITGO's remaining
41.25% in the refinery.

Given the fact that the refinery will be operating under a new
crude supply agreement between LCR and PDVSA (which is expected to
be based fully on market prices) and Fitch's outlook for continued
strength in refining margins, Fitch expects Lyondell's benefit as
the sole owner of LCR will offset the initial increase in
indebtedness that funded the purchase of CITGO's minority share.

Additionally, Lyondell is expected to benefit from LCR's unique
operating capabilities, its advantaged location and recent capital
investments made to the refinery.

Lyondell's consolidated total debt decreased, by $457 million, to
$5.84 billion at June 30, 2006 from Dec. 31, 2005.  On a pro forma
basis, Fitch expects total consolidated debt subsequent to the
acquisition to be $8.49 billion and Lyondell's parent debt level
to reach $5.42 billion.

Fitch also expects Lyondell credit metrics will rebound within
less than 18 months due to higher EBITDA levels and moderate debt
reduction.  By 2007 year-end Fitch anticipates Lyondell's
consolidated as well as Lyondell parent level credit metrics to
improve and surpass 2005 levels.  Total balance sheet debt is
expected to return to near current levels by the end of 2008.

The affirmation also considers debt reduction at Lyondell parent
will be heavily dependent on cash flow received from LCR and
Equistar.  Even though Fitch perceives integration and operating
risks to be low, event risk associated with potential hurricane
activity in the US Gulf and future political actions taken by the
Venezuelan government could have a material negative affect on the
refinery operations.

Fitch views political risk as it relates to refinery operations
higher than before due to the exit of CITGO as a partner and the
potential for Venezuelan heavy sour crude supplies to be diverted
away from the U.S. to other geographies.  The rating of Lyondell's
senior subordinated notes at 'B' reflects deep subordination with
the increased amount of senior debt post acquisition.

Lyondell's exposure to potential weakness in methyl tertiary butyl
ether markets and the loss of profitability if alternative
products are produced remains a concern, as does continued
volatility of raw material prices and its impact on demand;
dividends and debt levels.  

Operating results in 2006 and 2007 are likely to be unstable
quarter to quarter, but overall tight supply demand fundamentals
coupled with low inventories should prove favorable for Lyondell
and its businesses in the short term.

The Stable Outlook reflects favorable business conditions for the
markets Lyondell participates in and the expectation that Lyondell
and its subsidiaries will continue to use excess cash for debt
repayment.  Fitch also expects that energy and raw material prices
will continue to be volatile and remain a headwind for the
company.  

Potential weaknesses related to MTBE as well as Millennium's
business are likely to be offset by strong operations from
petrochemical and refining operations.

Lyondell holds leading global positions in propylene oxide and
derivatives, plus TiO2, as well as leading North American
positions in ethylene, propylene, polyethylene, aromatics, acetic
acid, and vinyl acetate monomer.  With the recent acquisition of
LCR, Lyondell also expands it refining operations.  The company
benefits from strong technology positions and barriers to entry in
its major product lines.

Lyondell owns 100% of Equistar; 70.5% directly and 29.5%
indirectly through its wholly owned subsidiary Millennium.  Post-
acquisition, LCR is a wholly owned subsidiary of Lyondell as well.
In 2005, Lyondell and subsidiaries generated $2.22 billion of
EBITDA on $18.6 billion in sales.


MACDERMID INC: Purchase Offer Prompts Moody's to Revise Outlook
---------------------------------------------------------------
Moody's Investors Service revised the ratings outlook for
MacDermid, Incorporated to developing from stable following
the announcement by the company that it had received a proposal
letter from Daniel H. Leever, its chairman and chief executive
officer, and Court Square Capital Partners to purchase all of its
outstanding common stock for $32.50 per share.  MacDermid's board
of directors has formed a special committee of its outside
directors to consider the proposed management buyout and the
Company's response to it.  This committee will retain both
financial and legal advisors and could evaluate other
strategic options or additional offers for the company.

Ratings for the issuer are:

Corporate family rating - Ba2

   * $301.5 million 9.125% Guaranteed Senior Subordinated Notes
     due 2011 -- Ba3

Moody's will monitor developments on this proposal and any other
potential strategic options that may arise to determine the credit
impact for the company.  To the extent the current proposal is to
proceed as planned there are likely to be negative ratings
implications given the signficant amount of additional debt
contemplated.  Moody's notes the existing revolving credit
facility and the notes due 2011 benefit from a change of control
provision and may be refinanced upon the completion of an
acquisition by a third party.

MacDermid is manufacturer of a broad line of chemicals and related
equipment for a range of applications, including metal and plastic
finishing, electronics, graphic arts and printing, and offshore
drilling.  The company maintains its headquarters
in Denver, Colorado, but operates facilities worldwide.  Revenues
for the twelve months ended June 30, 2006, were $797 million.


MED DIVERSIFIED: Court Rejects Valuation Experts in Addus Lawsuit
-----------------------------------------------------------------
Gregory L. Segal, in his capacity as the Trustee of the Chartwell
Litigation Trust, established under the Second Amended Plan of
Liquidation confirmed on Sept. 10, 2004, in Med Diversified,
Inc.'s chapter 11 case, sued Addus Healthcare, Inc., W. Andrew
Wright, Mark S. Heaney, Courtney E. Panzer, and James A. Wright to
avoid a $7,500,000 prepetition transfer made by Med Diversified in
connection with its proposed acquisition of Addus Healthcare.  In
that adversary proceeding (Bankr. E.D.N.Y. Adv. Pro. No. 04-
08680), the Defendants moved to exclude a report and testimony of
trust's expert witness.

In a prior decision published at 334 B.R. 89, the Honorable Stan
Bernstein disqualified the Defendants' expert, Scott P. Peltz,
C.P.A., from submitting a report and testifying as an expert on
(1) the total enterprise value of Addus as of January 8, 2002, and
(2) the exchange value of an alleged six and a half month option
and extension agreement between Addus, as seller, and the debtor,
Med Diversified, as purchaser, for which Med D paid $7.5 million
to purchase 100% of Addus' shares, as framed by an unsigned First
Amendment to the Stock Purchase Agreement.

In a decision published at 2006 WL 2242288, Judge Bernstein rules
that testimony by Robert J. Cimasi, the Plaintiffs' expert, should
also be excluded, concluding that the expert's benchmarking
analysis, discounted cash flow analysis, comparable company
analysis, and enterprise valuation estimate are unreliable and
thus inadmissible.  Judge Bernstein says that Mr. Cimasi
"exhibited such a deliberate, manifest, pervasive, and systematic
bias in selecting his data points, in adjusting the data points,
and in assigning weights to the data points in order to drive his
valuation opinion toward its lowest levels that his report and
testimony have to be excluded as fundamentally unreliable."

Headquartered in Handover, Massachusetts, Med Diversified, Inc., -
-- http://www.meddiversified.com/-- operates companies in various  
segments within health care industry, including pharmacy, home
infusion, multi- media, management, clinical respiratory services,
home medical equipment, home health services and other functions.
The Debtors filed for bankruptcy protection on Nov. 27, 2002
(Bankr. E.D.N.Y. Case No. 02-88564).  Toni Marie McPhillips, Esq.,  
at Duane Morris LLP, represented Med Diversified.  

In the Addus litigation, the Chartwell Litigation Trust is
represented by Howard J. Steinberg, Esq. , and Michael H. Strub,
Jr., Esq.,  at Irell & Manella LLP., and Scott E. Early, Esq.,
Ellen Wheeler, Esq., Jill L. Murch, Esq., and Christopher J.
Werner, Esq., at Foley & Lardner LLP represent the Defendants.


MERIDIAN AUTOMOTIVE: Files Fourth Amended Plan of Reorganization
----------------------------------------------------------------
Meridian Automotive Systems, Inc. filed, on Sept. 8, 2006, a
Fourth Amended Plan of Reorganization and Disclosure Statement
with the U.S. Bankruptcy Court for the District of Delaware.  

A hearing to approve the Disclosure Statement is scheduled for
Oct. 10, 2006.

"We are pleased to continue the confirmation process with the
Bankruptcy Court," Richard E. Newsted, Meridian's President and
CEO, said.  "The Company's emergence from Chapter 11 pursuant to
our Plan with less debt and increased liquidity will generate
increased customer, supplier and employee confidence and
contribute to our long-term success in the automotive industry."

A full-text copy of the Fourth Amended Joint Plan of
Reorganization for free at http://ResearchArchives.com/t/s?1154

A full-text copy of the Disclosure Statement for the Fourth
Amended Joint Plan of Reorganization is available for free at
http://ResearchArchives.com/t/s?1155

                About Meridian Automotive Systems

Based in Dearborn, Michigan, Meridian Automotive Systems, Inc. --
http://www.meridianautosystems.com/-- supplies technologically  
advanced front and rear end modules, lighting, exterior
composites, console modules, instrument panels and other interior
systems to automobile and truck manufacturers.  Meridian operates
22 plants in the United States, Canada and Mexico, supplying
Original Equipment Manufacturers and major Tier One parts
suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.


NOBEX CORP: Judge Sontchi Approves Amended Disclosure Statement
---------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware approved the Amended Disclosure
Statement explaining Nobex Corporations Amended Liquidating Plan.

The Court is satisfied that the Disclosure Statement contains the
right amount of the right kind of information within the meaning
of Section 1125(a) of the Bankruptcy Code that would enable a
hypothetical investor to make an informed judgment about the Plan.

                       Summary of the Plan

On the effective date, a Plan Administrator will be appointed to
wind down the affairs of the Debtor and make distributions under
the Plan.

The Plan provides for the liquidation and distribution of all of
the Debtor's assets to all holders of Allowed Claims.  

Specifically, distributions to creditors holding Allowed Secured
Claims will be made to those creditors in the order of lien
priority.

These claims will be paid in full on the effective date:

   -- Allowed Administrative Claims, other than Professional Fee
      Claims,

   -- Allowed Class 1 Secured Claims, and

   -- Allowed Class 2 Unsecured Priority Claims.

Holders of Allowed Class 3A General Unsecured Claims and Class 3B
Biocon General Unsecured Claims will receive their pro rata share
of the Plan Administrator Assets in one or more distributions
depending on the amount of reserves necessary for payment of
disputed claims and estimates of other costs and expenses of the
Plan Administrator.

Holders of Allowed Class 4 Biocon Subordinated Claims will receive
their pro rata portion of the remaining Plan Administrator Assets
if all creditors holding allowed claims until Class 3 will be paid
in full.

Holders of Class 5 Equity Interests will receive their pro rata
portion of the remaining Plan Administrator Assets according to
their various liquidation preferences as specified in the Debtor's
corporate charter if all creditors holding allowed claims until
Class 4 will be paid in full.

On the effective date, the Debtor estimates that it will have
approximately $1,285,000 to $1,385,000 cash on hand available for
distribution to holders of Allowed Claims under the Plan.

The Plan also provides for the settlement of certain rights under
the Biocon Settlement.  This will enable holders of Allowed Class
3A Claims to receive a significant distribution under the Plan in
consideration for waiving rights to Biocon Future Settlement
Rights and agreeing to certain releases of Biocon.

Biocon purchased some of the Debtor's assets under an asset
purchase agreement that closed on April 17, 2006.

All the estate's assets on the effective date form part of the
Plan Administrator Assets including avoidance actions and
litigation claims but not those claims expressly waived by the
Debtor.

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

  http://www.researcharchives.com/bin/download?id=060908052944

A full-text copy of the Debtor's Amended Liquidating Plan is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=060908053126

Headquartered in Durham, North Carolina, Nobex Corporation --
http://www.nobexcorp.com/-- is a drug delivery company developing
modified drug molecules to improve medications for chronic
diseases.  The Company filed for chapter 11 protection on
Dec. 1, 2005 (Bankr. D. Del. 05-20050).  Alicia B. Davis, Esq.,
Derek C. Abbott, Esq., and Curtis S. Miller, Esq., at Morris,
Nichols, Arsht & Tunnell LLP represent the Debtor in its
restructuring efforts.  J. Scott Victor at SSG Capital Advisors,
L.P., is providing Nobex with investment banking services.  
Michael B. Schaedle, Esq., and David W. Carickhoff, Esq., at Blank
Rome LLP, represent the Official Committee of Unsecured Creditors
in Nobex's chapter 11 case, and John Bambach, Jr., and Ted Gavin
at NachmanHaysBrownstein, Inc., provide the Committee with
financial advisory services.  When the Debtor filed for protection
from its creditors, it estimated between $1 million to $10 million
in assets and $10 million to $50 million in liabilities.


NOBEX CORP: Plan Confirmation Hearing Scheduled on October 11
-------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware set 11:00 a.m. on Oct. 11, 2006, to
consider confirmation of Nobex Corp.'s Amended Liquidating Plan.

Objection to confirmation of the Debtors' Plan, if any, must be
submitted by 4:00 p.m. on Oct. 4, 2006.

Headquartered in Durham, North Carolina, Nobex Corporation --
http://www.nobexcorp.com/-- is a drug delivery company developing
modified drug molecules to improve medications for chronic
diseases.  The Company filed for chapter 11 protection on
Dec. 1, 2005 (Bankr. D. Del. 05-20050).  Alicia B. Davis, Esq.,
Derek C. Abbott, Esq., and Curtis S. Miller, Esq., at Morris,
Nichols, Arsht & Tunnell LLP represent the Debtor in its
restructuring efforts.  J. Scott Victor at SSG Capital Advisors,
L.P., is providing Nobex with investment banking services.  
Michael B. Schaedle, Esq., and David W. Carickhoff, Esq., at Blank
Rome LLP, represent the Official Committee of Unsecured Creditors
in Nobex's chapter 11 case, and John Bambach, Jr., and Ted Gavin
at NachmanHaysBrownstein, Inc., provide the Committee with
financial advisory services.  When the Debtor filed for protection
from its creditors, it estimated between $1 million to $10 million
in assets and $10 million to $50 million in liabilities.


RADIO ONE: Increasing Leverage Prompts S&P's Negative Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating, 'BB' bank loan rating and recovery rating of '1',
and 'B' senior unsecured and subordinated debt rating for Radio
One Inc. on CreditWatch with negative implications.

The Maryland-based radio broadcaster had approximately $964.5
million in debt at June 30, 2006.

"The CreditWatch listing reflects our concern over increasing
leverage in the second quarter of 2006, resulting from a decline
in EBITDA and additional borrowings under the company's revolving
credit facility," said Standard & Poor's credit analyst Heather M.
Goodchild.  

"Current leverage is meaningfully higher than our target leverage
ratio for the company at the 'BB-' rating level."
     
Standard & Poor's revised the outlook to negative from stable in
May 2006, citing concerns over the company's weakened credit
profile.  Since the company's previously expected $100 million-
$200 million noncore asset sale and subsequent potential debt
paydown are no longer likely to happen, Radio One has limited
ability to deleverage in the intermediate term.


REFCO INC: Forex Capital Wants $473,260 Administrative Claim Paid
-----------------------------------------------------------------
Forex Capital Markets, L.L.C., asks the U.S. Bankruptcy Court for
the Southern District of New York to direct Refco Capital Markets,
Ltd., and Refco Group Ltd. to promptly pay $473,260 for
postpetition services rendered under the Facilities Management
Agreement in respect of RCM accounts.

In accordance with a Facilities Management Agreement dated
January 2, 2002, between FXCM, and RGL, FXCM agreed to service
certain foreign exchange accounts for RGL affiliates referred to
in the FMA as "Designated Refco Affiliates."

The FMA provides that in the event there is a "positive net
spread in a dealing account" for a calculation period, Refco,
Inc., or the relevant Designated Refco Affiliate, as applicable,
will pay FXCM an amount equal to 75% of the Positive Net Spread,
while Refco will retain the remaining 25% of the Positive Net
Spread.

According to Douglas Furth, Esq., at Golenbock Eiseman Assor Bell
& Peskoe LLP, in New York, RCM -- which is a Designated Refco
Affiliate within the meaning of the FMA -- and RGL are jointly
liable for services rendered for RCM's benefit.

Following the Debtors' bankruptcy filing, FXCM continued to
service RCM's accounts pursuant to the FMA.  Mr. Furth relates
that FXCM was responsible for providing full customer service,
trading software and technology, and trade execution for over
3,000 accounts that were once maintained at RCM.  All
responsibilities were supported by FXCM resources, including
round-the-clock staff offering assistance to clients in multiple
languages.  FXCM also paid 100% of all expenses related to the
FXCM/Refco venture.

Mr. Furth notes that although RCM clients were limited in their
ability to deposit or withdraw funds from their trading accounts
due to RCM bankruptcy, FXCM supported all trading services to the
client from the Petition Date through the day Refco requested all
trading activity to cease on January 19, 2006, and some general
services through July 31, 2006.

FXCM provided all necessary resources to ensure that clients were
able to continue to:

   -- place trades both on the trading platform online as well
      as by phone;

   -- open additional accounts using existing funds, via fax,
      e-mail, or online request;

   -- transfer funds between accounts;

   -- make changes to margin levels;

   -- update contact information on account profiles;

   -- request copies of account statements;

   -- receive technical support on the trading platform, charts,
      and news feeds; and

   -- obtain general support and receive updates on market
      information via chat, phone, and email.

In addition, FXCM staff continued to perform internal functions
to maintain RCM's ongoing operation.  FXCM also continued to make
updates to software and hardware modifications, as necessary, to
sustain uninterrupted trading.

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


REFCO INC: Wants to Walk Away from 18 Trading Operation Contracts
-----------------------------------------------------------------
By orders dated November 14 and 15, 2005, the U.S. Bankruptcy
Court for the Southern District of New York authorized Refco Inc.,
and its debtor-affiliates and certain of their affiliates to enter
into and perform under an Acquisition Agreement with Man Financial
Inc.  The Court also approved the sale of the Sellers' regulated
commodities trading business and the assumption and assignment of
certain related executory contracts and unexpired leases to be
designated by Man.

The Acquisition Agreement provides for the Sellers and Man to
enter into a Buyer Transition Services Agreement and a Seller
Transition Services Agreement, pursuant to which the Sellers and
Man were to provide each other services necessary to facilitate
the transfer of the Acquired Assets to Man for 270 days following
the closing of the asset sale.  The Transition Services
Agreements expired on August 22, 2006.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, informs Judge Drain that 18 contracts were
utilized in trading operations of the Debtors' business that was
sold to Man.  The contracts generally relate to routing, trading
information, connectivity and communication services.

The Contracts are:

Debtor             Counterparty           Description
------             ------------           -----------
Refco Inc.         4Cast Inc              Client Order Form

                   Avotus Corp.           Revised 90-Day Annual
                                          Support Renewal Notice

                   De Lage Landen         Lease Agreement
                      Financial Services

                   IBM Corporation        Master Services
                                             Attachment for
                                             ServiceElite

Refco Group Ltd.,  Brio Technology, Inc.  Brio Software License
   LLC                                       Agreement

                   Cogent Canada Inc.     Layer 2 Network
                                             Services

                   Cogent Communications  Layer 2 Network
                                             Services

                   CQG, Inc.              NASDAQ Consolidated
                                             Subscriber
                                             Agreement

                   CQG, Inc., and CQGI,   CQG Order Routing
                      Ltd.                   Service Broker
                                             Agreement

                   Ecco, LLC, & EccoWare  Software License
                      Limited                Agreement

                   FNX Limited            Sierra System Product   
                                             License Agreement

                   IFC Credit Corp.       Equipment Lease
                                             Agreement & Advance
                                             Funding Addendum

                   Imceda Software        Sales Quotation

                   Matrix Integration     Services Agreement
                      Technology

                   Patsystems (NA) LLC    Software License
                                             Agreement

                   SalesForce.com         Master Services
                                             Agreement

                   Sybase, Inc.           Software License
                                             Agreement & Addendum

                   Tibco Software, Inc.   End User Maintenance
                                             Agreement

Considering that the Transition Services Agreements have now
expired, the services provided pursuant to the Contracts are no
longer needed, Ms. Henry says.

Accordingly, the Debtors seek the Court's permission under
Section 365 of the Bankruptcy Code to reject the Contracts,
effective as of August 30, 2006.

The Debtors also propose that any counterparties seeking to
assert rejection damage claims must file a proof of claim within
30 days after the Court rules on the request.

The Debtors currently believe that the Contracts are executory
contracts within the meaning of Section 365.  However, further
investigation and analysis may reveal that one or more of the
Contracts are not executory.  Therefore, the Debtors reserve the
right to assert, including in connection with resolution of
contract rejection damage claims, that the Contracts are not
executory.

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


REPUBLIC STORAGE: Panel Hires Donlin Recano as Information Agent
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Republic Storage
Systems Company Inc. nka The Belden Locker Company's chapter 11
case obtained authority from the U.S. Bankruptcy Court for the
Northern District of Ohio to retain Donlin, Recano & Company Inc.
as its information agent, nunc pro tunc to May 30, 2006.

As information agent, Donlin Recano's primary function is to
assist the Committee in complying its obligations under
Sec. 1102(b)(3) of the Bankruptcy Code.

Specifically, Donlin Recano will, among others:

   a) provide access to information for the Committee's
      constituents through web based technology;

   b) solicit and receive comments from the unsecured creditors
      through use of the Committee Website and through e-mail; and

   c) provide notice to the unsecured creditors as to the
      existence of the Committee Website, to the extent advisable
      or required by the Committee.

Louis A. Recano, a partner at Donlin Recano, discloses that the
Firm's monthly base fee is $250, excluding expenses incurred in
the performance of its services.

Mr. Recano assures the Court that his firm does not hold any
interest adverse to the Debtor and is a "disinterested person" as
that term is defined is Sec. 101(14) of the Bankruptcy Code.

Based in Canton, Ohio, Republic Storage Systems Company Inc. nka
The Belden Locker Company -- http://www.republicstorage.com/-- an  
employee-owned firm, manufactures industrial and commercial
shelving, storage rack, mezzanine systems and shop equipment.  The
Company filed for Chapter 11 protection on March 14, 2006, (Bankr.
N.D. Ohio Case No. 06-60316).  James Michael Lawniczak, Esq., at
Calfee, Halter & Griswold, LLP, represents the Debtor in its
restructuring efforts.  Dov Frankel, Esq., at Buckley King, LPA,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


REPUBLIC STORAGE: Court Appoints John Rudd as Responsible Party
---------------------------------------------------------------
At Republic Storage Systems Company Inc. nka The Belden Locker
Company's behest, the U.S. Bankruptcy Court for the Northern
District of Ohio appointed John Rudd as responsible party for the
Debtor.

Mr. Rudd will continue the winding down of the Debtor's case
following the resignation of James T. Anderson as the Debtor's
president and chief executive officer.

Specifically, Mr. Rudd will be signing documents, checks and tax
returns on the Debtor's behalf and will be performing any official
functions that may be needed in the Debtor's case.

Mr. Rudd is a member and manager of the firm Newmarket Partners
LLC -- the Debtor's operational and financial consultants --
which maintains an office at Suite 1250, 526 Superior Avenue in
Cleveland, Ohio.

Newmarket professionals' hourly rates range between $125 to $300.
Mr. Rudd will not receive any additional payment for his duties as
the Responsible Party beyond Newmarket's fees.

To the best of the Debtor's knowledge, both Mr. Rudd and Newmarket
are disinterested parties pursuant to Sec. 101(14) of the
Bankruptcy Code.

Based in Canton, Ohio, Republic Storage Systems Company Inc. nka
The Belden Locker Company -- http://www.republicstorage.com/-- an  
employee-owned firm, manufactures industrial and commercial
shelving, storage rack, mezzanine systems and shop equipment.  The
Company filed for Chapter 11 protection on March 14, 2006, (Bankr.
N.D. Ohio Case No. 06-60316).  James Michael Lawniczak, Esq., at
Calfee, Halter & Griswold, LLP, represents the Debtor in its
restructuring efforts.  Dov Frankel, Esq., at Buckley King, LPA,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


RUSSEL METALS: Revenues Increase by 6% to $686 Mil. in Second Qtr.
------------------------------------------------------------------
Russel Metals Inc. reported second quarter 2006 net earnings of
$46 million.  Net earnings were 97% ahead of the second quarter
2005 net earnings of $24 million.  In the second quarter of 2006,
revenues increased by 6% to $686 million, up from $644 million in
the second quarter of 2005 due to increased revenue in the steel
distributors segment.

Gross margins and operating profits as a percentage of revenues
improved to 22.4% and 10.2%, respectively, in the second quarter
of 2006. Margins were stronger due to historically high and stable
steel prices.  Inventory holding losses experienced in the metals
service centers in the second quarter of 2005 did not reoccur in
2006.

The second quarter net earnings were also positively impacted by
lower net interest expenses, which dropped to $1 million in the
second quarter of 2006 from $5 million in the second quarter of
2005 as a result of the elimination of short-term borrowings and
the strong cash position.

Net earnings for the six months ended June 30, 2006 were $84
million versus $57 million for the comparable period in 2005.  
Average common shares outstanding in the first six months of 2006
were 57.4 million versus 50.3 million in 2005.  Total common
shares outstanding at June 30, 2006 were 62.3 million.

Revenue for the first six months of 2006 increased 7% to
$1.4 billion from $1.3 billion in 2005.

Bud Siegel, President and Chief Executive Officer, commented,
"Russel Metals has experienced 10 consecutive quarters of strong
financial performance and has one of the best balance sheets in
the industry.  The strong steel pricing environment led to further
margin improvements, which were already at near record levels.  I
am very pleased with our second quarter performance by all of our
operating segments.

This financial strength positions the Company to be a participant
in the continuing consolidation of the distribution sector of the
steel industry, but we remain cautious given the valuations at
which transactions are being presently consummated."

The Board of Directors approved a quarterly dividend increase of
14% to $0.40 per common share payable September 15, 2006 to
shareholders of record as of August 16, 2006.

Headquartered in Mississauga, Ontario, Ontario, Russel Metals Inc.
(TSX: RUS.TO) -- http://www.russlemetals.com/-- is one of the   
largest metals distribution companies in North America.  It
carries on business in three distribution segments: metals service
centers, energy tubular products and steel distributors, under
various names including Russel Metals, A.J. Forsyth, Acier Leroux,
Acier Loubier, Acier Richler, Arrow Steel Processors, B&T Steel,
Baldwin International, Comco Pipe and Supply, Fedmet Tubulars,
Leroux Steel, McCabe Steel, Megantic Metal, Metaux Russel, Milspec
Industries, Pioneer Pipe, Russel Leroux, Russel Metals Williams
Bahcall, Spartan Steel Products, Sunbelt Group, Triumph Tubular &
Supply, Wirth Steel and York-Ennis.

                          *     *     *

Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Russel Metals Inc. to 'BB+' from 'BB', and raised
its senior unsecured debt rating on the company to 'BB' from
'BB-'.  At the same time, the ratings were removed from
CreditWatch Positive where they were placed March 1, 2006.  The
outlook is stable.

The ratings on Russel Metals reflect the company's strong market
position as a leading metals distributor in Canada; volatile
operating cash flow owing to the inherent instability of steel
prices; its aggressive acquisition strategy; and moderate debt
leverage.


SAINT VINCENTS: Wants to Borrow $798K to Pay Insurance Premiums
---------------------------------------------------------------
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 for permission to finance, on a secured
basis, $798,335 in combined premium payments for insurance
policies covering certain of their Programs.

The Court has previously authorized the Debtors to continue and
maintain their previous insurance policies covering their
directors and officers, crime, and pension trust programs, which
policies were underwritten by several insurance companies.

Specifically, the insurance programs consist of:

    -- a consolidated Directors and Officers insurance program
       covering employee-related claims and other insurable claims
       that could be asserted against directors or officers of
       Saint Vincent Catholic Medical Centers;

    -- a consolidated "Crime Program" that covers the entire SVCMC
       system against employee theft losses; and

    -- a fiduciary liability program for the entire SVCMC system
       covering claims that could be asserted based on the
       management or administration of the various funds held by
       the Debtors in a fiduciary capacity.

To continue the benefits of the Programs, the Debtors must renew
the commercial insurance policies and obtain financing to cover
their premiums, Andrew M. Troop, Esq., at Weil, Gotshal & Manges
LLP, in New York, explains.

                         Renewed Policies

Before the Debtors filed for bankruptcy, A.I. Credit Corporation
financed the policies covering the Programs.  However, the Debtors
were unable to secure financing from AICCO, or any other party,
for the policy year covering Aug. 22, 2005, through Aug. 22, 2006,
without posting a letter of credit and restricting their
liquidity.

Out of necessity, the Debtors covered the monthly premium
payments for the Previous Policies out of their operating
account, which Policies expired on August 22, 2006.

According to Mr. Troop, although the Previous Policies have
expired, coverage has been "bound" from August 22, 2006, through
August 22, 2007, through a series of renewed policies, subject to
combined, required premium payments of $798,335.

The Renewed Policies provide:

    * for the D&O Program -- insurance coverage, subject to a
      $150,000 deductible, from National Union Fire Insurance
      Company of Pittsburgh, Pennsylvania, for $30,000,000 per
      occurrence;

    * for the Crime Program -- primary insurance coverage from AIG
      for $5,000,000 per occurrence, and excess insurance coverage
      from Zurich Insurance Company for an additional $5,000,000
      per occurrence, subject to a $25,000 deductible; and

    * for the Pension Trust Program -- insurance coverage from RLI
      Insurance Company for $10,000,000 per occurrence and
      $10,000,000 in the aggregate, subject to a $50,000
      deductible.

In light of the magnitude of the insurance premiums, Mr. Troop
asserts that it would be prudent to conserve the Debtors'
liquidity by financing the payment of the Insurance Premiums.

Accordingly, the Debtors engaged in good faith negotiations with
AICCO regarding the terms and conditions of financing the payment
of the Insurance Premiums.  Both the Debtors and AICCO agreed
that the Debtors will repay the $798,335 in Insurance Premiums to
be financed by way of:

    (i) an initial cash payment of $199,583 to AICCO;

   (ii) payment of interest on the $598,751 balance at an annual
        percentage rate of 5.99%;

  (iii) monthly payments to commence on September 22, 2006;

   (iv) payment of the amounts financed in five equal monthly
        installments of $121,549; and

    (v) payment to AICCO of $8,996 total finance charge.

Also, pursuant to the Agreement, the Debtors will grant AICCO a
security interest in all unearned or returned Insurance Premiums
and other amounts that may become due to the Debtors in line with
the Renewed Policies.

Mr. Troop asserts that financing the Insurance Premiums on the
terms set forth in the Agreement is in the Debtors' best interest
because the cost of financing the Insurance Premiums through
AICCO is better than the cost the Debtors would incur under their
postpetition credit facility.

A full-text copy of the Premium Finance Agreement, Disclosure
Statement and Security Agreement with AICCO is available for free
at http://researcharchives.com/t/s?114f

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


SAINT VINCENTS: Inks Set Off Deal with New York Dialysis
--------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, its debtor-
affiliates and New York Dialysis Services, Inc., have entered into
a stipulation allowing NYDS to effectuate a set-off of certain of
its receivables.

Before the Debtors' bankruptcy filing, New York Dialysis Services,
Inc., and the Debtors entered into two agreements dated as of
January 2003:

    (a) an acute nephrology services agreement, and
    (b) an employee leasing agreement.

Under the Services Agreement, NYDS provides acute and chronic
dialysis treatments to the Debtors' patients on an inpatient basis
at designated locations at the hospital, and provides and
maintains the dialysis and water treatment equipment and supplies
necessary to perform the Service.

Under the Employee Agreement, NYDS leases from the Debtors
certain of the Debtors' employees to facilitate NYDS' providing
of the Service for a fee per employee.

The initial term for each of the Services Agreement and the
Employee Agreement was two years, which was set to expire in
January 2005 but was extended to January 2007.

Historically, NYDS would send to the Debtors its invoices under
the Services Agreement; the Debtors would send to NYDS their
invoices under the Employee Agreement; and the Debtors would set
off the sums due and pay to NYDS the net amount due.

As of the Petition Date, the Debtors owe to NYDS $2,078,905 under
the Services Agreement and NYDS owes the Debtors $1,752,196 under
the Employee Agreement, which when netted and set off against one
another, obligate the Debtor to pay to NYDS $326,709.

Hence, the parties agree that:

    * the automatic stay is modified solely to allow NYDS to
      effectuate the Set-off.  Following the Set-off, the Debtors
      will owe to NYDS $326,709 -- the Prepetition Net Amount;

    * NYDS is granted an allowed general unsecured claim against
      the Debtor for $326,709; and

    * for the period from the Petition Date through and including
      December 31, 2005, the Debtor owes to NYDS $566,244 under
      the Service Agreement and NYDS owes the Debtor $409,088
      under the Employee Agreement, which when netted and set off
      against one another, obligate the Debtor to pay to NYDS
      $157,156 that the Debtor will remit to NYDS immediately
      after the stipulation is approved.

Furthermore, the parties agree that they are authorized to
continue effecting offsets of undisputed postpetition amounts
owed between them in the ordinary course of business on a monthly
basis from and after January 2006.

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


SILICON GRAPHICS: Inks Stipulation with Intel & Constellation
-------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates are parties to
numerous executory contracts with Intel Corporation, including a
development assistance and license agreement dated as of March 12,
1998.

Pursuant to the Agreements, Silicon Graphics, Inc., and Intel have
been collaborating to develop, market and sell computer server
systems based on Intel microprocessors and related products.

As of its bankruptcy filing, SGI owes Intel $4,593,666 in
prepetition debts, which consist of (i) $205,746 in royalty fees
for Intel software sold by SGI to its customers, and (ii) an
accounts receivable balance of $4,387,920 for microprocessor and
related product purchases.

Also, as of May 8 ,2006, Intel owes SGI $6,010,072 in
prepetition debts, which consists of:

       (i) $1,667,490 in cash credits relating to certain after-
           purchase discounts on Intel products utilized by SGI as
           components in their integrated computer systems, which
           SGI then sells to third parties;

      (ii) $3,743,555 in pending Discount Credits;

     (iii) $86,030 for returned products;

      (iv) $95,000 in marketing assistance credits for the
           funding of joint marketing efforts; and

       (v) $417,997 for advertising and related use of the "Intel
           Inside" logo.

The parties agree that Intel will be entitled to set off the SGI
Prepetition Debts against the Intel Prepetition Debts pursuant to
Section 553(a) of the Bankruptcy Code.  Following the set-off,
Intel will owe SGI $1,416,406.

Accordingly, the parties stipulate that Intel will remit to
Silicon $512,997, by check or wire transfer.

As of the date the $512,997 payment is made:

    -- Intel will grant SGI a credit for $903,408 to be applied
       to amounts due to Intel by SGI in the ordinary course of
       their business, from and after the Petition Date;

    -- the automatic stay is modified solely to allow Intel to set
       off the SGI Prepetition Debts and the Intel Prepetition
       Debts;

    -- SGI fully releases Intel from any claims relating to or
       arising from the Prepetition Debts.  However, Intel will
       not be released from its existing obligations to provide
       warranty, support and maintenance services on Intel
       products purchased by SGI either prior to, or after, the
       Petition Date; and

    -- Intel fully releases SGI from any claims relating to or
       arising from the Prepetition Debts, provided that SGI will
       not be released, acquitted, or discharged from (i) any
       obligations owed to Intel arising from business between the
       parties from and after the Petition Date, (ii) any right of
       set-off or recoupment, other than those related to the
       Prepetition Debt Claims, arising from business between SGI
       and Intel prior to the Petition Date, or (iii) any rights
       of Intel under assumed contracts between the parties.

                     Constellation Stipulation

Silicon Graphics, Inc., and Constellation New Energy, Inc., are
parties to an electricity service agreement, dated as of
October 15, 2002, pursuant to which, Constellation provides
electricity services to Silicon.

The Parties agree that:

    * prior to filing for bankruptcy, Silicon deposited $300,000
      to Constellation, and Constellation agreed to return to
      Silicon $150,000 of the amount held on deposit;

    * when it filed for bankruptcy, Silicon owed $67,752 to
      Constellation for prepetition Services, which amount
      amends, modifies, and reduces the prepetition liability
      identified in Silicon's schedules of assets and
      liabilities;

    * as of August 30, 2006, Constellation holds a $150,000
      deposit from Silicon; and

    * Constellation is entitled to set off the Prepetition Debt
      and the Deposit, leaving a Deposit balance of $82,247.

Hence, the parties stipulate that the automatic stay will be
modified solely to the extent necessary to permit Constellation to
effectuate the Set-off.

Following the Set-off, Silicon will not be obligated to increase
the amount of the Remaining Deposit to $150,000.  However,
Constellation may request an increase in the amount of the
Remaining Deposit in the event there is a material adverse change
in the Debtors' financial condition.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  The Debtors' exclusive plan-filing
period will expire on Dec. 29, 2006, and its exclusive
solicitation period will expire on Feb. 28, 2007.  (Silicon
Graphics Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SILICON GRAPHICS: Gets Okay to Hire Paul Hastings as IP Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Silicon Graphics, Inc., and its debtor-affiliates permission
to employ Paul, Hastings, Janofsky & Walker LLP, as their special
intellectual property counsel, nunc pro tunc to August 1, 2006.

As reported in the Troubled Company Reporter on Aug 24, 2006, Paul
Hastings will:

    (a) evaluate the impact of certain patents on the Debtors'
        business and reorganization plan;

    (b) defend the Debtors in the event that LGE commences any
        action or litigation in connection with its claims;

    (c) advise and counsel the Debtors on issues relating to
        certain patents, including litigation, negotiation,
        interpretation, and resolution of any disputes related to
        the patents; and

    (d) perform any other necessary legal services in furtherance
        of the firm's role as special counsel for the Debtors.

Paul Hastings' professionals will be paid based on their customary
hourly rates:

       Position                                 Hourly Rate
       --------                                 -----------
       Partners                                 $510 - $750
       Counsel                                  $495 - $730
       Associates                               $260 - $560
       Paraprofessionals and Staff               $70 - $285

The firm's attorneys expected to be most active in the Debtors'
Chapter 11 cases and their current hourly rates include:

       Professional                             Hourly Rate
       ------------                             -----------
       Ronald S. Lemieux                            $685
       Terry D. Garnett                             $575
       Vincent Yip                                  $575
       Michael Edelman                              $550
       Peter Weid                                   $510
       Jay Chiu                                     $490
       Vid Bhakar                                   $485
       Todd Snyder                                  $395
       Hua Chen                                     $395
       Daniel Prince                                $350

Mr. Lemieux assured the Court that Paul Hastings does not
represent or hold any interest adverse to the Debtors or their
estates.  Other than Ableco Finance LLC and General Electric
Capital Corporation, Paul Hastings did not and will not seek to
represent any entity or individual adverse to the Debtors in their
Chapter 11 proceedings, Mr. Lemieux tells Judge Lifland.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  The Debtors' exclusive plan-filing
period will expire on Dec. 29, 2006, and its exclusive
solicitation period will expire on Feb. 28, 2007.  (Silicon
Graphics Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SOUTHAVEN POWER: Wants to Sell Portland General Common Stock
------------------------------------------------------------
Southaven Power LLC asks authority from the U.S. Bankruptcy Court
for the Western District of North Carolina to sell, free and clear
of all liens, claims and encumbrances, any and all shares of
common stock of Portland General Electric Company it holds,
including any that may be received in the future.  

On July 14, 2005, the Debtor relates that it entered into an
agreement resolving claims made by the Debtor against Enron Corp.,
EPC Estate Services Inc. fka National Energy Production
Corporation, and NEPCO Power Procurement Company in their
respective chapter 11 cases.  The resolution of these claims
entitled the Debtor to general unsecured claims under the
confirmed Enron Plan in the amount of $27,916,488 against Enron
and $27,916,488 against NEPCO, including certain shares of
Portland General's common stock.

To date, the Debtor has received 29,994 shares of common stock of
Portland General and may receive further distributions in the
future.  As calculated using the Aug. 31, 2006 closing price per
share of $25.50, the value of the Received Portland General Stock
is $764,847.

The Debtor says that it does not have any employees, but instead
contracts with an affiliate, Southaven Operating Services, LLC,
for the operation and maintenance of an 810-megawatt dispatchable,
combined cycle, natural gas-fired electric power plant in
Southaven, Mississippi, including the provision of employees and
other operating and administrative responsibilities.

The Debtor has determined that sales of the Portland General Stock
will infuse the estate with additional funds and will facilitate
the Debtor's continued operations.  Further, the proceeds from
sales will be used to repay outstanding portions of the
Postpetition Facility Loan.  Thus, the Debtor contends, sale of
the Portland General Stock will be in the best interests of the
estate and its creditors.

Headquartered in Charlotte, North Carolina, Southaven Power, LLC,
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The Company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Mark A. Broude, Esq., at Latham & Watkins LLP represents the
Debtor in its restructuring efforts, and Hillary B. Crabtree,
Esq., at Moore & Van Allen, PLLC, represents the Debtor in
litigation against PG&E Energy Trading-Power, L.P.  No official
committee of unsecured creditors has been appointed in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated assets and debts of more than $100
million.


SOUTHWEST RECREATIONAL: Ch. 7 Trustee Wants to Settle with Zurich
-----------------------------------------------------------------
Ronald L. Glass, the chapter 7 trustee appointed in Southwest
Recreational Industries, Inc., and its debtor-affiliates'
liquidation proceedings, asks the U.S. Bankruptcy Court for the
Northern District of Georgia to approve a Settlement Agreement
with Zurich American Insurance Company.

                      The Contested Matter

Zurich provided workers' compensation, automobile liability, and
general liability insurance to the Debtors from April 1, 2001
through April 1, 2004.

Under the Insurance Agreements, the Debtors are liable to Zurich
for the losses and expenses paid or to be paid by Zurich within
the deductible layer per each occurrence for the deductible
policies.  Some of the Policies are retrospectively rated, which
means that the amount due Zurich depends on the insured's losses
and expenses within the Debtors' retention levels.  In addition,
the Debtors owe non-loss sensitive premium (unpaid audit and
deposit premium) for certain of the Policies.

Zurich's claims against the Debtor arising from the Insurance
Agreements were secured by loss funds it holds, which as of the
Feb. 13, 2004 Petition Date totaled $282,000 and the proceeds of
Zurich's draw on three letters of credit aggregating $2,250,000.

Zurich asserted that its potential claims under the Insurance
Agreements fall within three distinct categories based on the
dates of insurance coverage: (a) a postpetition, administrative
expense claim, (b) a prepetition, priority claim and (c) a general
unsecured claim.

On May 19, 2005, Zurich filed a motion for allowance and payment
of administrative expense claim, a priority treatment for a
portion of its claim, and proofs of claim.  Zurich asserted that
it had an administrative expense claim of $319,409 for
postpetition insurance coverage through the end of the term of
Policies and a prepetition priority claim of $228,199.

In the Administrative Claim Motion, Zurich requested the entry of
an order:

   (i) allowing its claim for $228,199 as a priority claim for
       insurance coverage during the 180-day period prior to
       Feb. 13, 2004 as contributions to employee benefit plans,

  (ii) allowing its claim for $319,409 as an administrative
       expense claim for postpetition insurance coverage under the
       Policies, and

(iii) compelling the Debtors to pay the claims as priority and
       administrative expense claims.

On or about Oct. 14, 2005, the Trustee filed his Objection to
Claim of Zurich, giving rise to a contested matter under Rule
9014.

After negotiations with the Trustee, Zurich agreed to withdraw the
Administrative Claim Motion without prejudice.  Zurich's Proofs of
Claim, however, have not been withdrawn.

                    The Adversary Proceeding

On Oct. 7, 2005, the Trustee filed a complaint to recover excess
collateral proceeds and punitive damages from Zurich for Violation
of the Automatic Stay, Unlawful Post-Petition Transfer, Breach of
Contract, Conversion and Unjust Enrichment and to Avoid and
Recover Preferential and Fraudulent Transfers, commencing
adversary proceeding no. 05-4062 before the Court.  The Trustee
amended his Complaint on Nov. 7, 2005 to assert an additional
cause of action against Zurich.

In the Amended Complaint, the Trustee sought recovery from and
turnover by Zurich of $1,345,817.50 from the collateral, recovery
of $195,893.81 of alleged preferential payments received by
Zurich, recovery of $141,660.74 of allegedly fraudulent transfers
received by Zurich, and recovery of damages from Zurich for
alleged willful violations of the automatic stay, plus recovery of
interest, costs and attorneys' fees from Zurich.

                   The Consolidated Proceeding

On Nov. 8, 2005, the Court entered an order consolidating the
Adversary Proceeding and the Contested Matter.

On Nov. 22, 2005, Zurich hereby filed its Response to the
Objection and its Answer, Counter-Claim to the Amended Complaint
and Motion to Dismiss Counts VII and VIII of the Amended Complaint
simultaneously with the filing of its Response.  The Motion to
Dismiss was withdrawn on Jan. 4, 2006.

                    The Proposed Settlement

The Trustee tells the Court that as a result of a mediation and
exchange of information, representatives of Zurich and the Trustee
entered into a Settlement Agreement on or about Aug. 29, 2006,
resolving all differences, disagreements and disputes which have
existed and may now exist between or among the parties with
respect to the Policies and the Insurance Agreements.

The material terms of the Settlement Agreement itself include:

   a. Modification of the Automatic Stay: Upon entry of an order
      approving the Settlement Agreement, the automatic stay will
      be modified to the extent necessary to allow Zurich to apply
      the loss and escrow funds it holds and the return audit
      premium owed by it to the Debtors against amounts owed to it
      by the Debtors.

   b. Payment By Zurich to the Trustee: Within five business days
      after the Approval Order becoming final and non-appealable,
      Zurich will pay $375,000 to the Trustee.

   c. Withdrawal of Proofs of Claim: Upon the Approval Order
      becoming final and non-appealable, the Proofs of Claim will
      be deemed withdrawn.

   d. Dismissal of Adversary Proceeding: Within ten business days
      after the Trustee receives the Zurich Payment, the Trustee
      will dismiss his Amended Complaint with prejudice and Zurich
      will dismiss its Counter-Claim with prejudice by presenting  
      a consent order regarding same.

   e. Releases to Zurich: Zurich will be generally released from
      all its claims and liability to the Bankruptcy Estate except
      for (i) obligations under the Settlement Agreement and (ii)
      obligations to defend and pay all claims insured under the
      Policies in accordance with the terms of the Policies and
      applicable law.

   f. Release to the Trustee and Debtors: The Debtors and the
      Trustee will be generally released from all its claims and
      liability to the estate except for obligations under the
      Settlement Agreement.

A full-text copy of the Settlement Agreement between Mr. Glass and
Zurich is available for free at:

               http://ResearchArchives.com/t/s?1146

Based in Leander, Texas, Southwest Recreational Industries, Inc. -
- http://www.srisports.com/-- designs, manufactures, builds and  
installs stadium and arena running tracks for schools, colleges,
universities, and sport centers.  The company filed for chapter 11
protection on Feb. 13, 2004 (Bankr. N.D. Ga. Case No. 04-40656).  
Chasta Nicole Williams, Esq., Jennifer Meir Meyerowitz, Esq., Mark
I. Duedall, Esq., and Matthew W. Levin, Esq., at Alston & Bird,
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, they listed
$101,919,000 in total assets and $88,052,000 in total debts.  On
Aug. 11, 2004, Ronald L. Glass was appointed as Chapter 11 Trustee
for the Debtors.  Henry F. Sewell, Jr., Esq., Gary W. Marsh, Esq.,
at McKenna Long & Aldridge LLP represent the Chapter 11 Trustee.  
The Bankruptcy Court converted the Debtors' chapter 11 cases into
liquidation proceedings under chapter 7 of the Bankruptcy Code on
Oct. 14, 2005.  Beth E. Rogers, Esq., Daniel P. Sinaiko, Esq., and
David W. Cranshaw, Esq., at Morris, Mannin & Martin, LLP represent
the Official Committee of Unsecured Creditors.  Bryan E. Bates,
Esq., and Henry F. Sewell, Jr., at McKEnna, Long & Aldrige, LLP,
represent the chapter 7 trustee.


SPOKANE RACEWAY: Court Approves Bruce Boyden as Bankruptcy Counsel
------------------------------------------------------------------
Spokane Raceway Park, Inc., obtained authority from the United
States Bankruptcy Court for the Eastern District of Washington to
employ Bruce R. Boyden, Esq., as its bankruptcy counsel.

Mr. Boyden will represent the Debtor in its chapter 11 case.

The Debtor discloses that Mr. Boyden will bill $200 per hour for
this engagement.

To the best of the Debtor's knowledge, Mr. Boyden is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Spokane, Washington, Spokane Raceway Park Inc.
-- http://www.spokaneracewaypark.com/-- operates a 2.5 mile Grand  
Prix Road Course and racing facility.  The Debtor filed for
chapter 11 protection on Aug. 17, 2006 (Bankr. E. D. Wash. Case
No. 06-01966).  When the Debtor filed for protection from its
creditors, it listed total assets of $62,904,383 and total debts
of $2,252,748.


SPOKANE RACEWAY: Court Approves Tom May as Bankruptcy Co-Counsel
----------------------------------------------------------------
Spokane Raceway Park, Inc., obtained authority from the U.S.
Bankruptcy Court for the Eastern District of Washington to employ
Tom P. May, Esq., as its bankruptcy co-counsel.

Mr. May is expected to:

    a. assist Bruce R. Boyden, Esq., the Debtor's general counsel;
    b. assist Mr. Boyden in litigation related matters; and
    c. act as back-up counsel.

The Debtor tells the Court that Mr. May will bill $190 per hour
for this engagement.

To the best of the Debtor's knowledge, Mr. May is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Spokane, Washington, Spokane Raceway Park Inc.
-- http://www.spokaneracewaypark.com/-- operates a 2.5 mile Grand  
Prix Road Course and racing facility.  The Debtor filed for
chapter 11 protection on Aug. 17, 2006 (Bankr. E. D. Wash. Case
No. 06-01966).  When the Debtor filed for protection from its
creditors, it listed total assets of $62,904,383 and total debts
of $2,252,748.


SUPERB SOUND: Has No Assets Left, Wants Chapter 11 Case Dismissed
-----------------------------------------------------------------
Superb Sound Inc. asks the Honorable Frank J. Otte of the U.S.
Bankruptcy Court for the Southern District of Indiana in
Indianapolis to dismiss its Chapter 11 case as it has no remaining
unencumbered assets and recoverable preferences from fraudulent
conveyance or other actions.  

On Nov. 22, 2005, the Debtor obtained Court authority to incur
secured debtor-in-possession financing, use of cash collateral and
seek other financial accommodations from Old National Bank,
secured by a first priority lien on the Debtor's assets.

The DIP Loan has not been paid in full with an unpaid balance of
more than $2,000,000.

The Debtor then sold its retail stores including inventory,
fixtures and equipment, and general intangibles and has assumed
and assigned executory contracts and leases.  Accordingly, the
Debtor's active retail sales operation has ceased.

The Debtor's remaining assets include deferred consideration and
royalty payments due from purchases of the Debtor's assets
relating to the Store Sales and equity in a lease and sub-lease
arrangement related to one of the Debtor's former retail store
locations.

                      Net Ground Lease

The Debtor relates that it is a tenant under a "Net Ground Lease"
dated Aug. 15, 1989 by and between Kimco North Trust II, as
successor in interest to Passive Investors of Indiana Inc. as
landlord, relating to real estate located at 8802 South U.S. 31 in
Indianapolis, Indiana.

The Debtor incurred the cost of constructing a retail store on the
Greenwood Real Estate.  With Kimco's consent, the Debtor made
additional improvements to the Greenwood Real Estate for the
purpose of entering into a sublease.

The Debtor is a sublessor with respect to the Greenwood Real
Estate under a "Sublease" with AT & T Wireless PCS LLC dba AT & T
Wireless as subtenant.  The monthly payments due the Debtor from
AT & T under the Sublease exceed the monthly payments due Kimco
under the Lease.  

Pursuant to the Court's Final DIP Order, the "equity" in the
Sublease relating to the Greenwood Real Estate is collateral for
the DIP Loan.

In this regard, the Debtor also asks the Court for authority to
assume the Lease and Sublease, and to preserve the "equity" in the
Sublease, with the payments collaterally assigned to the Bank.

Based in Indianapolis, Indiana, Superb Sound Inc. dba Ovation,
Ovation Audio/Video and Ovation Home -- http://www.ovation-av.com/
-- is an audio, video and mobile electronics specialist.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
S.D. Ind. Case No. 05-29137).  William J. Tucker, Esq., and
Jeffrey M. Hester, Esq., at William J. Tucker & Associates LLC
represent the Debtor in its restructuring efforts.  Ben T.
Caughey, Esq., and Jeffrey A. Hokanson, Esq., at Ice Miller LLP
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed
$9,416,642 in assets and $14,546,796 in debts.


SUPERB SOUND: Kimco Wants Greenwood Lease Assumption Denied
-----------------------------------------------------------
Kimco North Trust II asks the U.S. Bankruptcy Court for the
Southern District of Indiana in Indianapolis to deny Superb Sound
Inc.'s requests to:

   -- assume leases in the Greenwood Real Estate to the extent it
      seeks assumption of any Kimco lease; and

   -- have its Chapter 11 case dismissed.

The Debtor is a tenant under a "Net Ground Lease" dated Aug. 15,
1989 by and between Kimco, as successor in interest to Passive
Investors of Indiana Inc. as landlord, relating to real estate
located at 8802 South U.S. 31, in Indianapolis, Indiana.

Kimco tells the Court that the Debtor's sole remaining significant
asset, the Ground Lease, continues to have an uncured material
default.  Kimco explains that the Debtor has not paid or caused to
be paid the total cure costs required as a condition of assumption
of the Ground Lease and has not provided Kimco with adequate
assurance the future performance under the Ground Lease.

The Debtor has sought dismissal of its case having no remaining
unencumbered assets and recoverable preferences from fraudulent
conveyance or other actions.  In addition, the Debtor also sought
authority to assume the Ground Lease to preserve the "equity" in
the Lease, which "equity" relates to excess monthly payments due
the Debtor under the Lease.  

Based in Indianapolis, Indiana, Superb Sound Inc. dba Ovation,
Ovation Audio/Video and Ovation Home -- http://www.ovation-av.com/
-- is an audio, video and mobile electronics specialist.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
S.D. Ind. Case No. 05-29137).  William J. Tucker, Esq., and
Jeffrey M. Hester, Esq., at William J. Tucker & Associates LLC
represent the Debtor in its restructuring efforts.  Ben T.
Caughey, Esq., and Jeffrey A. Hokanson, Esq., at Ice Miller LLP
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed
$9,416,642 in assets and $14,546,796 in debts.


TRIGEM COMPUTER: Receives Letter of Interest from Lenovo
--------------------------------------------------------
TriGem Computer, Inc., has received letters of interest from
Lenovo Group, Ltd., and nine other interested parties as of
August 25, 2006, Bloomberg News reports, citing the Korean
Economic Daily.

Japanese PC maker MCJ Co., Ltd., also expressed interest to buy
TriGem, according to Reuters, citing the same Korean newspaper.

Bang Yeong Il, an official at Zoomee Communication, TriGem's
public relations agency, confirmed to Bloomberg that 10 bids were
received, but refused to reveal the potential buyers' names or
the bid amounts.

The Suwon District Court, Bankruptcy Division, in South Korea,
has estimated TriGem's value at KRW200 billion to KRW250 billion
-- $209 million to $261 million -- Reuters relates.

As previously reported, TriGem put its assets up for sale
pursuant to a corporate reorganization plan agreed to by TriGem's  
creditors and shareholders, and approved by the Suwon District  
Court on January 5, 2006.  TriGem will use the sale proceeds for
a "single lump repayment" of reorganization debt and
normalization of the company's operations.

TriGem has retained the consortium of Samjong KPMG FAS, Inc.,
Samhwa Accounting Corp. and Barun Law in connection with the
sale.

TriGem and its M&A Advisors will select a number of prospective
bidders who will be allowed to conduct due diligence before
submitting binding offers.  Only Qualified Bidders will be
allowed to conduct preliminary due diligence, which includes
factory visit and management presentation from September 6 to 19,
2006.

Qualified Bidders must submit binding offers to Samjong KPMG FAS  
by September 27, 2006.

A preferred bidder will be selected on September 29, Mr. Bang
said, according to Bloomberg.

TriGem has not yet scheduled an auction.

                     About TriGem Computer

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year to
clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod, Esq.,
at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.  TriGem America Corporation,
an affiliate of the Debtor, filed for chapter 11 protection on
June 3, 2005 (Bankr. C.D. Calif. Case No. 05-13972).  TriGem
Texas, Inc., another affiliate of the Debtor, also filed for  
chapter 11 protection on June 8, 2005 (Bankr. C.D. Calif. Case No.
05-14047). (TriGem Bankruptcy News, Issue No. 6 Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


TRIGEM COMPUTER: Gateway Wants Stay Lifted to File Lawsuit
----------------------------------------------------------
Gateway, Inc., and its affiliates ask the Hon. Thomas Donovan of
the U.S Bankruptcy Court for the Central District of California to
lift the automatic stay imposed in TriGem Computer, Inc.'s Chapter
15 case so they may include TriGem in a lawsuit filed by TriGem
America Corporation.

TGA sued Gateway, Gateway Companies, Inc., and eMachines, Inc.,
in April 2006 to recover $14,954,560 plus interest for unpaid
invoices on account of computers sold by TriGem.  The complaint
alleged that beginning in October 2004, the Gateway Entities
ceased making payments on deliveries, despite TGA's repeated
demands.

TGA is a wholly owned U.S. subsidiary of TriGem.

The Gateway Entities want to join TriGem in the action to
determine which party should get paid.

The Gateway Entities clarify that they do not seek to collect
property from TriGem.

TriGem and eMachines, now known as Gateway US Retail, Inc., are
parties to an Original Design and Manufacture Agreement, dated
January 24, 2000.  TriGem assembles and delivers computers to be
sold under the eMachines label.  Unless otherwise instructed by
TriGem in writing, eMachines makes all payments due under the ODM
Agreement to TGA.

In June 2005, TGA filed a separate Chapter 11 case before the
U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division.  According to TGA's statement of financial
affairs, TriGem was the sole equity holder in TGA.

Edward T. Attanasio, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, in Los Angeles, California, relates that TriGem has not
taken any action to:

   (i) collect any amounts allegedly owed under the ODM Agreement
       for delivered computers;

  (ii) redesignate any other party to collect payments; or

(iii) assert rights in the Adversary Proceeding.

Notwithstanding repeated requests by TGA and the Gateway Entities
to Il-Hwan Park, TriGem's foreign representative, and his
counsel, Mr. Attanasio states that TriGem has refused to disclaim
any interest it may have in the funds owed under the ODM
Agreement.

"Consequently, were the Gateway Entities to pay the funds to
TriGem America, no collateral estoppel or other bar would prevent
[TriGem] . . . from also suing the Gateway Entities.  The risk of
inconsistent judgments is, therefore, palpable," Mr. Attanasio
tells Judge Donovan.

Mr. Attanasio notes that TriGem and TGA have different creditor
bodies.  Under TGA's proposed plan of reorganization, TriGem will
lose its equity interest in TGA and the amounts collected in the
Adversary Proceeding will go to TGA's creditors.

Relief from the stay is warranted because the Santa Ana Court is
the only forum that has personal jurisdiction over both TriGem
and TGA, Mr. Attanasio contends.  TGA's Chapter 11 case is
pending there and the ODM Agreement was negotiated and
administered in California.

Mr. Attanasio adds that the Gateway Entities have no ability to
force the proceeding to go forward in the Korean courts as
neither TGA nor its liquidation trust -- to whom its assets will
shortly be transferred pursuant to its Plan -- have ties in
Korea.

"A judgment [in Korea] would be inconsistent with personal
jurisdiction and due process of law," Mr. Attanasio says.

Mr. Attanasio also points out that, by admission of Mr. Park,
TriGem's plan of reorganization has been approved and confirmed
in Korea.  If TriGem were an American corporation, there would be
no question that the automatic stay would have terminated, Mr.
Attanasio says.

While TriGem's representative may argue that the company needs
time to implement the plan, this is no different than an American
company that has recently emerged from Chapter 11, Mr. Attanasio
argues.  Therefore, Mr. Attanasio asserts, TriGem has no need for
protection from the Adversary Proceeding, especially when the
suit only seeks to determine whether it has an interest in
property.

                     About TriGem Computer

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year to
clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod, Esq.,
at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.  TriGem America Corporation,
an affiliate of the Debtor, filed for chapter 11 protection on
June 3, 2005 (Bankr. C.D. Calif. Case No. 05-13972).  TriGem
Texas, Inc., another affiliate of the Debtor, also filed for  
chapter 11 protection on June 8, 2005 (Bankr. C.D. Calif. Case No.
05-14047). (TriGem Bankruptcy News, Issue No. 6 Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


UNITED RENTALS: Moody's Raises Senior Secured Notes' Rating to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of United Rentals,
Inc. -- Corporate Family Rating to B1 from B2; senior secured to
B1 from B2; senior unsecured to B2 from B3; senior subordinate to
B3 from Caa1; Quarterly Income Preferred Securities to Caa1 from
Caa2; and, speculative grade liquidity rating to SGL-2 from SGL-3.  
The rating outlook is Stable.

Moody's said that URI's B1 corporate family rating reflects the
company's leading competitive position in the North American
equipment rental industry.  The company is benefiting from the
strong non-residential construction market, which is the key to
its financial performance over the near to medium term.  The
strength of non-residential construction activities has led to
higher demand for rental equipment and rising rental rates
resulting in improvement in the company's credit metrics.  Credit
metrics of 2.2x interest coverage and 3.4x leverage through the
last twelve months ended June 2006 solidly position URI within the
B1 rating category.  These strengths, however, are balanced
against the ongoing cyclicality of the non-residential
construction sector.

The rating upgrade also recognizes that URI has resolved its
internal accounting investigation and brought all financial
statement filings current, addressing a significant risk that
has affected the credit during the last two years.  Nevertheless,
the company continues to address material weaknesses in its
accounting controls that were identified as part of the
investigation and remains subject to various SEC investigations
and shareholder suits related to the accounting irregularities.  
Moody's also notes that the U.S. Attorney's office has requested
information about matters related to the SEC inquiry.  The B1
rating incorporates the potential for a moderate amount of
additional costs to be incurred by the company in resolving
these remaining issues.

The CFR rating is constrained by the potential for URI to
pursue further growth initiatives which could require
incremental capital investments.  The company's current strong
liquidity profile, with balance sheet cash of $208 million as of
June 30, 2006, should enable the company to fund modest growth
without incurring significant additional financial leverage.  
Consequently, even in consideration of a modest cyclical downturn
in business trends, Moody's anticipates that URI will maintain
appropriate financial metrics for the B1 rating.

The stable outlook reflects Moody's belief that URI's debt
protection measures should remain supportive of the B1 rating.  
URI should be able to weather future cyclical downturns much
better than in the past due to its expanding product offerings and
a commitment to maintain ample liquidity.

The SGL-2 Speculative Grade Liquidity Rating reflects Moody's view
that URI will maintain a good liquidity profile over the next 12-
month period.  URI is no longer in violation with its bond
indentures for financial reporting delays; hence, the company is
not susceptible to debt acceleration risk.  Moody's expectation is
that URI's solid operating cash flow generation combined with $678
million available under its committed revolving credit facility
and receivables securitization
facility and about $208 million of cash at the end of June 2006,
should be sufficient to fund the company's normal operating
requirements, capital spending and other operational needs
over the next 12 months.

United Rentals, headquartered in Greenwich, Connecticut, is the
world's largest equipment rental company and operates more than
750 rental locations throughout the United States, Canada, and
Mexico.


UNITY VIRGINIA: Court Okays Gandy Calverley as Accountant
---------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas in Dallas authorized Unity Virginia
Holdings LLC to employ Gandy Calverley & Co., P.C., as their
accountant, nunc pro tunc to June 30, 2006.

Gandy Calverley will:

   a. review and investigate the Debtors' financial records and
      information so that the Firm can assist and prepare tax
      returns for the estates including applications for any tax
      refunds;

   b. assist the Debtors generally in accounting and tax matters
      that may arise in the course of the administration of the
      Debtors' estates; and

   c. provide all other necessary services.

Bill Gandy, a shareholder at Gandy Calverley, disclosed that the
Firm's professionals bill:

      Designation                       Hourly Rate
      -----------                       -----------
      Shareholders                      $150 - $200
      Accounting Staff                   $75 - $100
      Accounting Clerks                  $55 -  $65

The Debtors believe that the Firm does not hold nor represent any
interest adverse to the Debtors and is disinterested as defined in
Section 101(14) of the Bankruptcy Code.

Gandy Calverley & Co., P.C., is a CPA firm in Tarrant County,
Texas, that concentrates its practice on general data entry and
bookkeeping, preparation of payroll and affiliated compliance
reports, preparation of financial statements, preparation of
federal and state tax returns, and financial statement audits.  
The CPAs and accountants of Gandy are experienced in those areas.  
The Firm has been in business providing accounting, tax, audit,
and consulting services since 1974 and is experienced in working
with the IRS and attorneys in regard to investigative accounting.

The Firm can be contacted at:

      Gandy Calverley & Co., P.C.
      3132 West Fifth Street
      Fort Worth, TX 76107
      Tel: (817) 429-3920
      Fax: (817) 877-0051

Headquartered in Dallas, Texas, Unity Virginia Holdings LLC,
operates a coal mining and processing company.  The company filed
for chapter 11 protection on May 10, 2006 (Bankr. N.D. Tex.  Case
No. 06-31937).  James C. Jarret, Esq., and Arnaldo N. Cavazos,
Jr., Esq., at Cavazos, Hendricks & Poirot, P.C., represent the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' cases.  
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $10 million and $50 million.

Four of the Debtor's affiliates, Glamorgan Coal Resources LLC,
Glamorgan Processing LLC, Glamorgan Properties LLC, and Glamorgan
Refuse LLC, filed for chapter 11 protection on May 12, 2006
(Bankr. N.D. Tex. Case Nos. 06-31953 through 06-31956).  Another
affiliate, Glamorgan Operations, LLC, filed for chapter 11
protection on May 17, 2006 (Bankr. N.D. Tex. Case No. 06-31995).


UNITY VIRGINIA: Court Okays Mullins Harris as Special Counsel
-------------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas in Dallas authorized Unity Virginia
Holdings LLC and its debtor-affiliates to employ Mullins, Harris &
Jessee, P.C., as their special counsel.

As reported in the Troubled Company Reporter on Aug. 10, 2006,
Mullins Harris will:

   a) represent the Debtors in matters to Virginia state law,
      including but not limited to representation before the
      Division of Mined Land Reclamation and the Office of Surface
      Mining;

   b) assist the Debtors generally in matters of Virginia state
      law, which may arise in the course of the administration of
      the estate; and

   c) provide any other necessary and proper purposes.

Elsey A. Harris, III, Esq., a Mullins Harris shareholder,
disclosed that the firm's professionals bill:

        Position               Hourly Rate
        --------               -----------
        Shareholders              $250
        Associates             $100 - $125
        Paralegals                 $45

Mr. Harris assured the Court that his firm does not represent any
interest adverse to the Debtors, its estate or creditors.

Headquartered in Dallas, Texas, Unity Virginia Holdings LLC,
operates a coal mining and processing company.  The company filed
for chapter 11 protection on May 10, 2006 (Bankr. N.D. Tex.  Case
No. 06-31937).  James C. Jarret, Esq., and Arnaldo N. Cavazos,
Jr., Esq., at Cavazos, Hendricks & Poirot, P.C., represent the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' cases.  
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $10 million and $50 million.

Four of the Debtor's affiliates, Glamorgan Coal Resources LLC,
Glamorgan Processing LLC, Glamorgan Properties LLC, and Glamorgan
Refuse LLC, filed for chapter 11 protection on May 12, 2006
(Bankr. N.D. Tex. Case Nos. 06-31953 through 06-31956).  Another
affiliate, Glamorgan Operations, LLC, filed for chapter 11
protection on May 17, 2006 (Bankr. N.D. Tex. Case No. 06-31995).


VARIG S.A.: Resolving Sojitz's Permanent Injunction Complaint
-------------------------------------------------------------
Rick Antonoff, Esq., at Pillsbury, Winthrop, Shaw & Pittman, in
New York, advised the U.S. Bankruptcy Court for the Southern
District of New York at a July 26, 2006, hearing that Sojitz
Corporation of Japan's objection to the Permanent Injunction
Motion will soon be resolved.

Mr. Antonoff did not disclose the terms of any potential
settlement.  Mr. Antonoff said VARIG would provide a letter
granting Sojitz access to its leased aircraft.

Sojitz leases to VARIG two Boeing model 767-300ER aircraft and
two General Electric model CF6-80C2B6F spare aircraft engines
under a Lease Agreement dated as of October 27, 1989, as amended.  
Sojitz asked the Bankruptcy Court to deny the Permanent Injunction
Motion and, instead, direct VARIG to return its aircraft.

The Court has scheduled a hearing on Sept. 13, 2006, at 10 a.m.,
to consider whether to further extend the Preliminary Injunction
or convert it to a Permanent Injunction.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


VENTAS INC: Acquiring Reichmann Family Assets for $649 Million
--------------------------------------------------------------
Ventas, Inc. disclosed that it has entered into a definitive
agreement to acquire a diverse portfolio of 67 healthcare and
seniors housing properties in a transaction with entities
affiliated with Canada's Reichmann family for approximately
$649 million.

The facilities are located in 16 states, and the portfolio
consists of four separate asset groups and contains 5,855 beds or
units:

    --  Health Care Group - Five high end multi-level retirement
        communities and two dementia care communities located in
        infill markets in southern California;

    --  United Rehab - 19 healthcare assets (17 skilled nursing
        facilities and two rehabilitation hospitals) located
        primarily in Kentucky;

    --  Elmcroft - Eight newer assisted living communities located
        in the southeastern United States; and

    --  Outlook Pointe - 33 newer assisted living communities
        located primarily in the mid-Atlantic region.

"We are excited to announce this acquisition, which exemplifies
the continued execution of our strategic growth and
diversification plan," Ventas Chairman, President and CEO Debra A.
Cafaro said.  "In one step, we are adding an important new tenant
relationship, acquiring a diverse portfolio of assets with a large
component of private pay revenues, and continuing our commitment
to strong internal growth from rental escalations."

At closing, Ventas will lease the properties to subsidiaries of
Senior Care, Inc., on a 15-year triple-net basis with two five-
year extensions.  The transaction will initially add about
$50 million in annual rent to Ventas' annual rental revenue,
representing a lease rate of 7.75 percent on the portfolio.  
Ventas expects the transaction to be accretive to the Company's
normalized Funds from Operation and to close late in the fourth
quarter.

The Company said expected benefits of the proposed transaction
include:

    -- Diversification by tenant and by asset class.  Upon closing
       of the transaction, (1) annualized REIT revenue from
       Kindred Healthcare, Inc. will represent approximately 46
       percent of Ventas' run rate total revenue, and (2)
       annualized revenue from private pay assets in the Company's
       portfolio will represent approximately 48 percent of the
       Company's run rate total revenue, in each case based on the
       Company's second quarter revenues and assuming all
       acquisitions closed at the beginning of the period.

    -- The transaction is expected to add approximately $0.04 to
       the Company's normalized fully diluted FFO per share in the
       first year following the closing.  Ventas expects to issue
       updated normalized FFO guidance following the closing of
       the transaction.

    -- A seasoned Tenant executive management team led by Pat
       Mulloy and Tim Wesley, with economic alignment and a track
       record of success in seniors housing.  Pat and Tim will
       serve as Chief Executive Officer and Chief Financial
       Officer, respectively, of Senior Care, Inc., a new national
       provider of seniors housing and care services headquartered
       in Louisville, Kentucky.  Gary Smith, the former CEO of
       Elmcroft Assisted Living, will join the management team as
       Chief Operating Officer.

    -- Acquisition price per bed/unit of $111,000, which the
       Company believes is below replacement costs.

    -- Continued strong cash flow growth due to annual lease
       escalations tied to changes in the Consumer Price Index,
       with an expected floor of 3 percent and a cap of 5 percent.   
       At an average annual escalation amount of 4 percent, the
       unlevered lease yield over the base term of the lease is
       expected to be 10.6 percent.

    -- Well-structured, pooled, multi-facility master leases
       secured by a guaranty from Tenant's parent and a security
       deposit of approximately six months' base rent under the
       master leases (expected to be approximately $25 million at
       closing), as well as up to $18.3 million of income support
       from certain Tenant-related entities with respect to
       eight unstabilized properties for three years.  The
       master leases will be cross-defaulted.

    -- The current portfolio EBITDAR (earnings before interest,
       taxes, depreciation, amortization and rent) to rent
       coverage of approximately 1.15x after management fees of 3
       percent on hospitals and 4 percent on all other facilities.   
       Earnings include the Income Support.

"We are pleased to be entering into this important relationship
with the Louisville-based executive management team at Senior Care
led by Pat Mulloy and Tim Wesley," Ventas Executive Vice President
and Chief Investment Officer Raymond J. Lewis said.  "We believe
Senior Care has excellent prospects for success and growth under
their leadership."

Ventas said the transaction will be funded through a combination
of cash and equity issued to the Seller.  Ventas will issue
approximately 1.7 million shares of its common equity to the
Seller at the closing, valued at $65 million based on the average
of its recent closing prices prior to the execution of the
Purchase Agreement.  The cash portion of the purchase price will
be funded through the assumption of up to $30 million of existing
secured debt, draws on Ventas' revolving credit facility and the
issuance of senior notes or other debt securities.

On Aug. 24, 2006, Ventas made a $156.8 million bridge loan to
various affiliates of the Seller, the proceeds of which were used
by the Seller to acquire the HCG Portfolio.  The loan bears
interest at an annual rate of LIBOR plus 500 basis points and
matures in one year with a six-month extension option.  It is
expected that the loan will be repaid concurrently with the
closing of Ventas' acquisition of the Senior Care assets.

"Senior Care will have 74 seniors housing and healthcare assets in
16 states under lease, ownership or management at inception and
expects to generate over $15 million in EBITDA (earnings before
interest, taxes, depreciation and amortization) in 2007," Senior
Care CEO Pat Mulloy said.  "Senior Care will be one of the largest
privately held long-term care and seniors housing enterprises in
the U.S., with almost 6,000 employees and a capacity to serve
approximately 6,200 patients/residents.  We are very pleased to
begin our corporate life with Ventas' strong endorsement,
evidenced by its $649 million investment in our business."

Completion of the transaction will be subject to satisfaction of
certain conditions, including regulatory approvals.  Ventas
expects the acquisition to close late in the fourth quarter of
2006.

                           About Ventas

Headquartered in Louisville, Kentucky, Ventas, Inc. (NYSE:VTR) --
http://www.ventasreit.com/-- is a healthcare real estate  
investment trust that is the nation's largest owner of seniors
housing and long-term care assets.  Its portfolio of properties
located in 42 states includes independent and assisted living
facilities, skilled nursing facilities, hospitals and medical
office buildings.

                          *     *     *

As reported in the Troubled Company Reporter on June 5, 2006,
Moody's Investors Service changed the rating outlook for Ventas,
Inc. to positive.  This rating action results from Ventas' recent
refinancing of its bank facility from a secured facility to an
unsecured facility, once again demonstrating the REIT's commitment
to balance sheet enhancement.

Ventas' ratings were affirmed with a positive outlook including
(P)Ba3 senior debt shelf rating; (P)B1 rating subordinated debt
shelf rating; and (P)B1 preferred stock shelf.

In its previous rating action with respect to Ventas, Moody's
upgraded the senior debt rating to Ba2 with a stable outlook.


WARD PRODUCTS: U.S. Trustee Appoints Six-Member Official Committee
------------------------------------------------------------------
The U.S. Trustee for Region 9 appointed six creditors to serve on
an Official Committee of Unsecured Creditors in Ward Products,
LLC's chapter 11 case:

   1. Donald DeKay
      International Wire Grou, Inc.
      12 Masonic Avenue
      Camden, NJ 12316
      Tel: (315) 245-3800 ext. 262
      Fax: (315) 245-4298

   2. Glenn Sparling
      Manth-Brownell, Inc.
      1120 Fyler Road
      Kirkville, NY 13082
      Tel: (315) 687-7263 ext. 115
      Fax: (315) 687-6856

   3. Joseph W. Dapsis
      Carteret Die Casting Corp.
      74 Veronica Avenue
      P.O. Box 5610
      Somerset, NJ 08875
      Tel: (732) 246-0070
      Fax: (732) 246-0196

   4. Bartolo Scianio
      BEC Manufacturing Corp.
      3 Rosol Lane
      Saddlebrook, NY 07663
      Tel: (201) 414-0000
      Fax: (201) 414-0011

   5. John W. Thompson
      Zapp Precision Wire, Inc.
      266 Barnet Blvd.
      Dartmouth, MI 02745
      Tel: (508) 998-6300 ext. 103
      Fax: (508) 985-9524

   6. Fred Scognamillo
      Giering Metal Finishing, Inc.
      2655 State Street
      Hamden, CT 06517
      Tel: (203) 248-5583
      Fax: (203) 248-3286

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

Headquarted in Royal Oak, Michigan, Ward Products, L.L.C.,
manufactures receiving antennas.  The Company filed for chapter
11 protection on Aug. 7, 2006 (Bankr. E.D. Mich. Case No.
06-50527).  Jay L. Welford, Esq., Judith Greenstone Miller,
Esq., Paige E. Barr, Esq., and Richard E. Kruger, Esq., at Jaffe
Franklin Heuer & Weis, P.C. represents the Debtor.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


WOLVERINE TUBE: Shelves Business Combination Talks
--------------------------------------------------
Wolverine Tube, Inc., disclosed that at this time it has
terminated all business combination discussions.  Over the last
several months, the Company has had discussions with several
domestic and international parties concerning possible business
combinations.  The Company's Board of Directors determined that
indications of interest in potential business combinations
received to date are not sufficiently definitive to warrant
further discussions.  If the Company receives more definitive
indications of interest in the future it may elect to recommence
discussions.

"While business combination talks have been terminated, we are
continuing, with the assistance of Rothschild, Inc., to address
the need to restructure the Company's balance sheet and reduce our
leverage.  With our cash balances, amounts available under our
liquidity facilities and anticipated cash flow from operations, we
believe that we can continue to satisfy our existing working
capital needs, debt service obligations and capital expenditures
and other cash requirements in the near to mid-term," stated Chip
Manning, President and Chief Executive Officer.  Mr. Manning
continued, "We are actively engaged with representatives of our
bondholders and other groups as to the most appropriate
transaction, if any, to reduce debt and maintain value for our
shareholders. However, it is likely that any transaction that may
be available to the Company will be at equity values below the
current price of the Company's stock."

                     About Wolverine Tube

Wolverine Tube, Inc. -- http://www.wlv.com/or  
http://www.silvaloy.com/-- provides customers with copper and  
copper alloy tube, fabricated products, metal joining products as
well as copper and copper alloy rod, bar and other products.

                         *     *     *

As reported in the Troubled Company Reporter on May 1, 2006,
Moody's downgraded the ratings of Wolverine Tube, Inc.'s senior
unsecured notes to Caa2 from Caa1 and its corporate family rating
to Caa1 from B3.  The outlook is negative.


WORLD HEALTH: IRS Wants Cases Converted to Ch. 7 or Dismissed
-------------------------------------------------------------
The Internal Revenue Service asks the Honorable Peter J. Walsh of
the U.S. Bankruptcy Court for the District of Delaware to convert
World Health Alternatives, Inc., and its debtor-affiliates'
chapter 11 cases to chapter 7 liquidation proceedings or dismiss
their cases.

The IRS says it is a creditor and a party-in-interest and has
filed these proofs of claims:

   Debtor                                            Amount
   ------                                            ------
   World Health Alternatives, Inc.                  $12,200.00

   World Health Staffing, Inc.
   fka Medtech Medical Staffing Orlando          $2,186,262.21

   World Health Staffing, Inc.
   in California                                 $1,307,976.46

   Better Solutions, Inc.                        $3,919,222.01

   JC Nationwide, Inc.
   fka Medtech Med Staffing Boca Raton              $10,000.00

   Medtech Medical Staffing of New England, Inc.   $137,832.93

   Medtech Franchising, Inc.                           $100.00

The IRS says the Debtors have failed to file all of their federal
income tax returns including:

   Debtor                                        Missing Years
   ------                                        -------------
   World Health Alternatives, Inc.               2002, 2004, 2005

   World Health Staffing, Inc.
   fka Medtech Medical Staffing Orlando          2004, 2005

   World Health Staffing, Inc.
   in California                                 2004, 2005

   JC Nationwide, Inc.
   fka Medtech Med Staffing Boca Raton           2005

   Medtech Medical Staffing of New England, Inc. 2004, 2005

   Medtech Franchising, Inc.                     2005

The Debtors have caused a substantial loss or diminution of the
estate, and there is an absence of a reasonable likelihood of
rehabilitation, Ellen W. Slights, Esq., the Assistant U.S.
Attorney in Wilimington, Delaware, said.

She further said that the Debtors' 2005 federal income tax returns
were due March 15, 2006.  The Debtors did not receive an extension
of time to file these 2005 returns, so the Debtors have failed to
timely pay taxes and file tax returns.

Judge Walsh will convene a hearing at 2:00 p.m. on Sept. 25, 2006,
to consider the IRS' request.  Objections to conversion or
dismissal of the Debtors' cases, if any, must be submitted by 4:00
p.m. on Sept. 18, 2006.

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives, Inc. -- http://www.whstaff.com/-- is a premier
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams
LLP, represents the Debtors in their restructuring efforts.
Lawyers at Young, Conaway, Stargatt & Taylor, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $50 million and $100 million.


WORLD HEALTH: Committee Wants Chapter 11 Trustee Appointed
----------------------------------------------------------
The Official Committee of Unsecured Creditors asks the Honorable
Peter J. Walsh of the U.S. Bankruptcy Court for the District of
Delaware to appoint a Chapter 11 Trustee in World Health
Alternatives, Inc., and its debtor-affiliates' chapter 11 cases.

The Committee wants a Chapter 11 Trustee appointed before
considering the pending motions to convert the Debtors' cases.

The Committee said that allowing the Debtors' cases to remain in
chapter 11 protects creditors and the Debtors' estates by
preserving the Committee's and the estates' rights under the
Letter Agreement.

The Letter Agreement is an agreement among the Debtors, the
Committee, and CapitalSource Finance, LLC.  The Letter Agreement
provides that:

   -- CapitalSource would agree to cap its claims against the
      estates at $42.5 million;

   -- the Committee would be given the right to pursue certain
      claims, causes of action, and recoveries on behalf of the
      estate; and

   -- CapitalSource agreed to pay a $1,625,000 collateral carveout
      from its lien to the Committee for the exclusive benefit of   
      the Debtors' general unsecured creditors to be:

      * distributed to the holders of allowed general unsecured
        claims after payment of any unpaid professional fees and
        expenses of the Committee; and

      * used to investigate and prosecute estate causes of action
        against parties other than CapitalSource.

The Committee said that upon review of the Debtors' deconsolidated
Schedules and Statements of Financial Affairs, it is apparent that
a chapter 11 liquidation plan can be confirmed in World Health
Alternatives, Inc.'s case in which asserted secured and priority
claims can be paid in full.

Despite these facts, the Committee said, the Debtors continue to
press for conversion of all their cases, a course of action, which
will actually harm creditors.

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives, Inc. -- http://www.whstaff.com/-- is a premier
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams
LLP, represents the Debtors in their restructuring efforts.
Lawyers at Young, Conaway, Stargatt & Taylor, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $50 million and $100 million.


* M. Roberts to Lead Alvarez & Marsal's Southeast Expansion
-----------------------------------------------------------
Alvarez & Marsal, the independent, privately-held global
professional services firm, reported that Mark A. Roberts, a
managing director and veteran turnaround professional, has
relocated from Phoenix to the firm's Vienna, Virginia office,
where he will lead the expansion of the Southeast Regional
Restructuring practice to the Mid-Atlantic area.  In addition to
Vienna, A&M's Southeast Region includes offices in Atlanta, Miami
and Charlotte, North Carolina.

Mr. Roberts, who has been with A&M for five years and has more
than 16 years of industry and consulting experience, specializes
in the development of operational and financial strategies for
corporate turnarounds and bankruptcy restructurings, and has
advised numerous clients in pre-bankruptcy and post-bankruptcy
scenarios.  He also provides operational due diligence and
business plan development services, fiduciary services, as well as
litigation support and testimony and analysis for complex
bankruptcies and other legal matters.

"Mark is a seasoned turnaround professional whose experience and
knowledge have been invaluable to the firm," said Bill Runge, co-
head of the Southeast Region.  "His location in Northern Virginia
is a testament to the firm's commitment to best serve our core
middle-market clients in the Southeast Region, and beyond."

Mr. Roberts is currently serving as the chief restructuring
advisor for a $500 million manufacturing company located in the
Mid-Atlantic area of the United States.  Throughout the course of
his career, he has served as lead advisor or executive management
of numerous engagements spanning a variety of industries,
including service, restaurant and hospitality, real estate and
resort, manufacturing, retail, construction, long-term healthcare
and technology.

                        Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is an  
independent global professional services firm, specializing in
providing performance improvement, turnaround management and
corporate advisory services, with professionals based in locations
across the US, Europe, Asia, and Latin America.  Drawing on a
strong operational heritage and hands-on approach, the firm's
professionals work closely with organizations and stakeholders to
help tackle complex business issues and maximize value.  In
recognition of its work with Warnaco, Inc. and Spiegel Inc., A&M
received the Turnaround Management Association's "Turnaround of
the Year" award in 2003 and 2005, respectively.

In addition to Performance Improvement, Turnaround Management,
Crisis and Interim Management and Creditor Advisory Services,
Alvarez & Marsal offers a range of integrated professional
services including Transaction Advisory, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
and Real Estate Advisory.


* BOND PRICING: For the week of September 4 -- September 8, 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.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     1
Adelphia Comm.                        7.500%  01/15/04    58
Adelphia Comm.                        7.750%  01/15/09    60
Adelphia Comm.                        7.875%  05/01/09    56
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    63
Adelphia Comm.                       10.250%  11/01/06    58
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    67
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    69
Armstrong World                       6.350%  08/15/03    67
Armstrong World                       6.500%  08/15/05    68
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
ATA Holdings                         12.125%  06/15/10     2
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
Big V Supermarkets                   11.000%  02/15/04     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    49
Calpine Corp                          6.000%  09/30/14    39
Calpine Corp                          7.625%  04/15/06    73
Calpine Corp                          7.750%  04/15/09    74
Calpine Corp                          7.750%  06/01/15    35
Calpine Corp                          7.875%  04/01/08    74
Calpine Corp                          8.500%  02/15/11    51
Calpine Corp                          8.625%  08/15/10    52
Calpine Corp                          8.750%  07/15/07    73
Calpine Corp                         10.500%  05/15/06    74
Cell Therapeutic                      5.750%  06/15/08    58
Charter Comm Hld                     10.000%  05/15/11    71
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                   9.920%  04/01/14    66
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     8
Color Tile Inc                       10.750%  12/15/01     0
Columbia/HCA                          7.500%  11/15/95    69
Comcast Corp                          2.000%  10/15/29    39
Comprehens Care                       7.500%  04/15/10    65
Cray Research                         6.125%  02/01/11     5
Curagen Corp                          4.000%  02/15/11    73
Dal-Dflt09/05                         9.000%  05/15/16    24
Dana Corp                             5.850%  01/15/15    71
Dana Corp                             7.000%  03/15/28    74
Delco Remy Intl                       9.375%  04/15/12    58
Delco Remy Intl                      11.000%  05/01/09    62
Delphi Trust II                       6.197%  11/15/33    67
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    26
Delta Air Lines                       8.270%  09/23/07    75
Delta Air Lines                       8.300%  12/15/29    25
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                       9.375%  09/11/07    63
Delta Air Lines                       9.750%  05/15/21    23
Delta Air Lines                       9.875%  04/30/08    68
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    26
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    26
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    68
Dov Pharmaceutic                      2.500%  01/15/25    57
Dura Operating                        8.625%  04/15/12    73
Dura Operating                        9.000%  05/01/09    16
Dura Operating                        9.000%  05/01/09    59
Duty Free Int'l                       7.000%  01/15/04     0
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    70
Federal-Mogul Co.                     7.375%  01/15/06    56
Federal-Mogul Co.                     7.500%  01/15/09    58
Federal-Mogul Co.                     8.160%  03/06/03    50
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    58
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         7.125%  11/15/25    75
Ford Motor Co                         7.400%  11/01/46    75
Ford Motor Co                         7.700%  05/15/97    74
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    67
Inland Fiber                          9.625%  11/15/07    65
Insight Health                        9.875%  11/01/11    48
Iridium LLC/CAP                      10.875%  07/15/05    25
Iridium LLC/CAP                      11.250%  07/15/05    26
Iridium LLC/CAP                      13.000%  07/15/05    23
Iridium LLC/CAP                      14.000%  07/15/05    26
Isolagen Inc.                         3.500%  11/01/24    72
K&F Industries                        9.625%  12/15/10    70
Kaiser Aluminum                       9.875%  02/15/02    33
Kaiser Aluminum                      12.750%  02/01/03    10
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    56
Liberty Media                         4.000%  11/15/29    63
Lifecare Holding                      9.250%  08/15/13    75
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
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    66
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    48
Northwest Airlines                    7.248%  01/02/12    20
Northwest Airlines                    7.625%  11/15/23    48
Northwest Airlines                    7.875%  03/15/08    50
Northwest Airlines                    8.700%  03/15/07    47
Northwest Airlines                    8.875%  06/01/06    48
Northwest Airlines                    9.179%  04/01/10    23
Northwest Airlines                    9.875%  03/15/07    51
Northwest Airlines                   10.000%  02/01/09    49
Northwest Airlines                   10.500%  04/01/09    50
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
OSU-Dflt10/05                        13.375%  10/15/09     0
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    57
Owens Corning                         7.500%  05/01/05    56
Owens Corning                         7.500%  08/01/18    57
Owens Corning                         7.700%  05/01/08    57
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    20
Pegasus Satellite                     9.625%  10/15/49    11
Pegasus Satellite                     9.750%  12/01/06    12
Pegasus Satellite                    12.375%  08/01/06     9
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    71
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    38
Rotech Healthcare                     9.500%  04/01/12    70
Salton Inc                           12.250%  04/15/08    74
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    70
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                      9.350%  04/07/16    30
United Air Lines                      9.560%  10/19/18    61
United Air Lines                     10.020%  03/22/14    45
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    22
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    71
Winsloew Furniture                   12.750%  08/15/07    26
World Access Inc                     13.250%  01/15/08     4
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, 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 ***