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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

              Tuesday, May 9, 2006, Vol. 10, No. 109

                             Headlines

AAVID THERMAL: Sales Rise 16.8% During First Quarter of 2006
AIRBASE SERVICES: Ch. 11 Trustee Hires Haynes and Boone as Counsel
ALLIED HOLDINGS: Court Approves National Union Insurance Pact
ALLIED HOLDINGS: Glass to Serve as Operational Consultant
AMERISTAR CASINOS: Canceled Aztar Merger Cues S&P to Affirm Rating

ANCHOR GLASS: Can Assume Amended Temple-Inland Agreement
ANCHOR GLASS: Lessors Have Until May 21 to File Rejection Claims
ANCHOR GLASS: Court Allows Moorehead to File Amended Sec. Claim
ATA AIRLINES: Inks Stipulation Settling Delaware Street's Claims
BALLY TOTAL: Deutsche Bank May Finance Leveraged Buy-Out Deal

BIOMARIN PHARMA: S&P Junks $297MM of Debts with Negative Outlook
C-BASS MORTGAGE: Moody's Reviews Rating on Two Notes for Downgrade
CATHOLIC CHURCH: Spokane Wants Claim Objection Protocol Approved
CREDIT SUISSE: Moody's Lowers Rating on 4 Certificate Classes
DEATH ROW: Files Schedules of Assets and Liabilities

DELPHI CORP: Unions Fight Proposed CBA Cancellations
DELPHI CORP: Umicore S.A. Mulls Catalyst Unit Purchase
DELPHI CORP: Flextronics Agrees to Make $5.8 Million Payment
DELTA AIR: Retired Pilots Want Stinson Morrison as Counsel
DELTA AIR: Retired Pilots Tap Wilson Elser as New York Counsel

DORNOCH GOLF: Case Summary & 19 Largest Unsecured Creditors
EASTMAN KODAK: Moody's Reviews Low-B Ratings and May Downgrade
EASY GARDENER: Taps Houlihan Lockey as Financial Advisor
EMMIS COMMS: CEO Smulyan Offers $567-Million Going Private Deal
EMMIS COMMS: Selling Two Broadcast Properties for $295 Million

ENRON CORP: British Energy Holds $12.9 Mil. General Unsec. Claim
ENRON CORP: Wind Systems Unit Sells Wind Generation Assets to AES
ENTERGY NEW ORLEANS: Court Allows Entergy Corp. to File Claims
EVERGENT SOLUTIONS: Case Summary & 19 Largest Unsecured Creditors
FALCONBRIDGE: European Commission to Object to Inco Transaction

FEDDERS CORPORATION: Annual Stockholders Meeting Set for June 20
FISHER SCIENTIFIC: Inks All-Stock Merger Deal with Thermo Electron
FLYI INC: Court Okays Termination of Moore & Lange Employee Pacts
FLYI INC: Walks Away from Dulles Headquarters Lease
FOAMEX INTERNATIONAL: Wants to Sell Hamblen Facility for $390,000

FOAMEX INTERNATIONAL: Wants to Assume Amended Inolex Contract
FRANCISCO RIVERA: Case Summary & 16 Largest Unsecured Creditors
FREEDOM RINGS: Court Confirms First Amended Chapter 11 Plan
GENERAL MOTORS: Moody's Puts B3 Rating on Senior Unsecured Notes
GLOBAL HOME: Selling Burnes Units' Assets for $37.3 Million

GLOBAL HOME: Will Auction Burnes Units' Assets on May 22
GMAC MORTGAGE: Fitch Affirms Class B-1 & B-2 Certs.' Low-B Ratings
HEARTLAND PARTNERS: Receives Delisting Notice from Amex
HOUGHTON MIFFLIN: S&P Assigns CCC+ Rating to $300 Million Notes
INCO LTD: Teck Cominco Proposes Cash & Stock Merger Transaction

INCO LTD: European Commission to Object to Falconbridge Merger
INTERVISUAL BOOKS: Case Summary & 19 Largest Unsecured Creditors
KINETIC CONCEPTS: Annual Stockholders' Meeting Set for May 23
LARRY'S MARKETS: Files for Chapter 11 Protection in Washington
LARRY'S MARKETS: Case Summary & 20 Largest Unsecured Creditors

LEVITZ HOME: Lessor Can Collect Unpaid Rent from PLVTZ LLC
LEVITZ HOME: Crown Sets Eyes on Excess Rent from Unitary Landlord
LONDON FOG: Committee Hires Buchalter Nemera as Bankruptcy Counsel
LONDON FOG: Committee Hires Beckley Singleton as Nevada Counsel
MESABA AVIATION: Aircraft Mechanics Prepare for Potential Strike

MILLS CORP: Inks $2.23B Commitment Financing with Goldman Sachs
MIRANT CORP: 30 Professionals Seek $255,616,120 in Fees & Expenses
MOLECULAR DIAGNOSTICS: Stockholders' Meeting Set for June 16
MRS FIELDS: Moody's Junks Ratings on Corp. Family & Sr. Sec. Notes
NATIONAL CONSUMER: Taps Lorraine Loder as Bankruptcy Counsel

NATIONAL CONSUMER: U.S. Trustee Appoints 9-Member Creditors Panel
NATIONAL CONSUMER: Section 341(a) Meeting Scheduled for May 15
OCA INC: Inks Agreement with Senior Lenders & Panel on Plan Terms
ORBITAL SCIENCES: S&P Raises Corp. Credit Rating to BB from BB-
ORIS AUTOMOTIVE: Bankruptcy Administrator Appoints 7-Member Panel

ORIS AUTOMOTIVE: Files Schedules of Assets and Liabilities
PORCH AND PATIO: Voluntary Chapter 11 Case Summary
PREDIWAVE CORP: U.S. Trustee Appoints Five-Member Creditors Panel
PREMIUM PAPERS: Hires Edward Hostmann as Financial Advisor
PREMIUM PAPERS: Hires Giuliani Capital as Investment Bankers

PULL'R HOLDINGS: Gets Interim Access to Lender's Cash Collateral
QUANTUM CORP: Advanced Merger Cues S&P to Put B+ Rating on Watch
RADIO ONE: S&P Affirms BB- Rating & Revises Outlook to Negative
REFCO INC: Has Until July 10 to Remove Actions
REFCO INC: Chapter 7 Trustee Inks Settlement Agreement with Brewer

RIVERSTONE NETWORKS: Court Fixes June 1 as Claims Bar Date
SAINT VINCENTS: New York Hyperbaric Awaits Contracts Decision
SAINT VINCENTS: Can Use CCC's Cash Collateral Until June 16
SILICON GRAPHICS: Files Pre-Negotiated Bankruptcy in New York
SILICON GRAPHICS: Case Summary & 30 Largest Unsecured Creditors

SONICBLUE INC: Has Until July 20 to File Plan of Reorganization
STEVEN CADY: Case Summary & 12 Largest Unsecured Creditors
TECH INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
TENASKA ALABAMA: S&P Raises $361 Mil. Bonds' Rating to BB- from B+
TEX STAR: Section 341(a) Meeting Rescheduled to May 23

THILMANY LLC: S&P Affirms $130 Million Term Loan's BB- Rating
TOWN SPORTS: S&P Keeps B Corporate Credit Rating on CreditWatch
TRESTLE HOLDINGS: Singer Lewak Raises Going Concern Doubt
UAL CORP: 7th Circuit Affirms Lower Court's Ruling on CBA Changes
UNITED COMPONENTS: Closing Mexican Filter Manufacturing Plant

UNIVERSAL HOSPITAL: Moody's Affirms B3 Rating on $260MM of Notes
URANIUM RESOURCES: Losses & Deficit Prompt Going Concern Doubt
US AIRWAYS: BofA Appeals Pact Breach Suit Ruling with Dist. Court
USA COMMERCIAL: Wants to Hire Ray Quinney as Bankruptcy Counsel
USA COMMERCIAL: Court Okays Mesirow Financial as Crisis Managers

VIASYSTEMS INC: Dec. 31 Balance Sheet Upside-Down by $1.7 Million
WILDMINT 615: Files Schedules of Assets and Liabilities
WORLDCOM INC: Asks Court to Approve Deutsche Bank Agreement
WORLDCOM INC: Moves for Summary Judgment on Richard Drew's Claim
XFORMITY INC: Mark Haugejorde Steps Down as President & CEO

* Large Companies with Insolvent Balance Sheets

                             *********

AAVID THERMAL: Sales Rise 16.8% During First Quarter of 2006
------------------------------------------------------------
Aavid Thermal Technologies, Inc., reported preliminary and
unaudited operating results for its first quarter ended March 31,
2006.

For the first quarter of 2006, the Company's total sales were
$70.8 million, or 16.8% higher than the $60.6 million in sales for
the first quarter of 2005.  Sales for the Company's software
subsidiary, Fluent, Inc., were $33.3 million, or 11.7 % higher
than the $29.8 million in sales reported for the first quarter of
2005.  First quarter sales for the Company's thermal management
products operation, Aavid Thermalloy, totaled $37.5 million, or
21.9% higher than the $30.8 million in sales reported for the
first quarter of 2005.

The Company's operating income for the first quarter of 2006 was
$10.2 million, or 20.2 % higher than the $8.5 million of operating
income for the first quarter of 2005.  Fluent's operating income
was $10.1 million in the first quarter of 2006, or 24.7% higher
than the $8.1 million of operating income reported for the first
quarter of 2005.  Aavid Thermalloy's first quarter operating
income was $700,000, compared to operating income of $400,000
reported for the first quarter of 2005.  Aavid Thermalloy's
operating income in the first quarter in 2006 included
approximately $1.2 million of restructuring charges associated
with the reduction of manufacturing activities in the U.K. and
Canada.

Dr. Bharatan Patel, CEO of ATTI, commented that "Aavid Thermalloy
continues to grow and strengthen its position as a leading global
supplier of thermal management products for electronics, and I am
pleased with the progress it is making."  Further, Dr. Patel, who
founded Fluent, remarked that "Fluent has grown in revenues and
profitability quarter over quarter for more than ten years, and
the prospects for continued growth remain strong."

Company depreciation and amortization, including amortization of
deferred financing fees and bond discount, for the first quarter
of 2006 was $2.3 million, a decrease of $200,000 from the $2.5
million of depreciation and amortization for the first quarter of
2005.  Depreciation and amortization for Fluent was $800,000 in
the first quarter of 2006, which compares with $700,000 in the
first quarter of 2005.  Depreciation and amortization for Aavid
Thermalloy was $1 million in the first quarter of 2006, which
compares with $1.4 million reported in the comparable period of
2005.

                         About Aavid Thermal

Aavid Thermal Technologies, Inc. -- http://www.aatt.com/-- is a
global provider of thermal management solutions for electronic
products and the leading developer and marketer of CFD software.
The Company through its subsidiaries in three business areas -
thermal management solutions, computational fluid dynamics
software and Customized Computer-Aided Engineering.

As of Dec. 31, 2005, the Company's balance sheet showed a
$61,372,000 shareholders' deficit, narrowing 9% from the
$67,639,000 shareholders' deficit reported at Dec. 31, 2004.


AIRBASE SERVICES: Ch. 11 Trustee Hires Haynes and Boone as Counsel
------------------------------------------------------------------
Dennis Faulkner, the Chapter 11 Trustee appointed in Airbase
Services, Inc.'s bankruptcy case, asks the U.S. Bankruptcy Court
for the Northern District of Texas for permission to employ Haynes
and Boone, LLP, as his counsel.

Mr. Faulkner informs the Court that Haynes and Boone has extensive
experience and knowledge in the field of debtors' and creditors'
rights and business reorganizations under Chapter 11 of the
Bankruptcy Code.  He point out that the firm also has extensive
experience in the airline industry.

Haynes and Boone is a full-service law firm with experience and
expertise in all other legal areas that will have an impact on the
Debtor's day-to-day operations and its reorganization under
Chapter 11 of the Bankruptcy Code, Mr. Faulkner adds.

Haynes and Boone will:

   a. advise the Chapter 11 Trustee of his rights, powers and
      duties as a Chapter 11 Trustee under the Bankruptcy Code;

   b. advise the Chapter 11 Trustee concerning, and assist in,
      the negotiation and documentation of financing agreements,
      debt restructurings, and asset securitization;

   c. review the nature and validity of agreements relating to
      Debtor's interests in real and personal property and advise
      the Chapter 11 Trustee of his corresponding rights and
      obligations;

   d. review the nature and validity of liens or claims asserted
      against Debtor's property and advise the Chapter 11 Trustee
      concerning the enforceability of those liens or claims;

   e. advise the Chapter 11 Trustee concerning preference,
      avoidance, recovery, or other actions that they may take to
      collect and to recover property for the benefit of the
      estate and its creditors, whether or not arising under
      chapter 5 of the Bankruptcy Code;

   f. prepare on behalf of the Chapter 11 Trustee all necessary
      and appropriate applications, motions, pleadings, draft
      orders, notices, schedules, and other documents and review
      all financial and other reports to be filed in the
      bankruptcy case;

   g. advise the Chapter 11 Trustee concerning, and preparing
      responses to, applications, motions, complaints, pleadings,
      notices, and other papers that may be filed and served in
      the bankruptcy case;

   h. counsel the Chapter 11 Trustee in connection with the
      formulation, negotiation, and consummation of a possible
      sale of the Debtor or its asserts;

   i. counsel the Chapter 11 Trustee in connection with the
      formulation, negotiation, and promulgation of a plan of
      reorganization and related documents or other liquidation of
      the estate;

   j. perform all other legal services for and on behalf of the
      Chapter 11 Trustee that may be necessary or appropriate in
      the administration of the bankruptcy case and Debtor's
      business;

   k. work with and coordinate efforts among other professionals
      to attempt to preclude any duplication of effort among those
      professionals and to guide their efforts in the overall
      framework of Debtor's reorganization or liquidation; and

   l. work with professionals retained by other parties-in-
      interest in the Debtor's bankruptcy case to attempt to
      structure a consensual plan of reorganization, liquidation,
      or other resolution for Debtor.

Mark X. Mullin, Esq., a partner at Haynes and Boone, tells the
Court that personnel from the firm who will be working for the
Chapter 11 Trustee charge:

      Personnel                  Designation       Hourly Rate
      ---------                  -----------       -----------
      Mark X. Mullin             Partner                  $510
      Ian T. Peck                Associate                $350
      Mark J. Elmore             Associate                $275
      Dian Gwinnup               Paralegal                $170

Mr. Mullin discloses that the Debtor engaged his firm prepetition
on discrete areas of its business, including labor issues and
vendor contract review and negotiation.  His firm was also engaged
to provide advice concerning financial restructuring and pre-
bankruptcy planning.  Haynes and Boone worked in conjunction with
the Debtor's primary corporate counsel, Sheppard Mullin Richter &
Hampton LLP.

Mr. Mullin assures the Court that his firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code and
does not hold an interest materially adverse to the Debtor's
interest.

                     About Airbase Services

Headquartered in Grand Prairie, Texas, Airbase Services, Inc. --
http://www.airbaseservices.com/-- maintains and repairs a wide
range of cargo equipment and cabin interior designs for commercial
airlines, and provides maintenance and management services for the
airline industry.  Due to bankruptcies filed by several of its
airline customers, the Company filed for bankruptcy protection on
May 1, 2006 (Bankr. N.D. Tex. Case. No. 06-41231).  Mark Xavier
Mullin, Esq., at Haynes & Boone, LLP, represent the Debtor.  No
Official Committee of Unsecured Creditors has been appointed yet.
When the Debtors filed for bankruptcy, the Company reported assets
and debts amounting to $10 million to $50 million.


ALLIED HOLDINGS: Court Approves National Union Insurance Pact
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized Allied Holdings, Inc., and its debtor-affiliates to
enter into an insurance agreement with National Union Fire
Insurance Co. of Pittsburgh, Pennsylvania for their U.S. Insurance
Programs.

As reported in the Troubled Company Reporter on March 23, 2006,
the Debtors received a Proposal for Casualty Insurance Program
dated Dec. 19, 2005, as amended on Jan. 25, 2006, from National
Union, on behalf of itself and certain affiliates of American
International Group, Inc.

Alisa H. Aczel, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, told the Court the Debtors accepted the Proposal.

Ms. Aczel asserted that the Proposal offered favorable coverage
and financing terms.  Among others, the Proposal provided:

   a. workers' compensation coverage with a guaranteed cost of
      approximately $34,000,000 and no retained risk for the
      Debtors;

   b. an automobile liability policy, which has a $1,000,000 per
      accident deductible with no aggregate cap on the
      deductible.  The automobile liability coverage will cost
      the Debtors $4,200,000 plus the cost of any accident that
      incurs less than $1,000,000 in liability; and

   c. a general liability policy with no deductible for a
      $400,000 annual fee.

Under the Proposal, premiums may be subject to adjustment on
audit of actual exposure.  Ms. Aczel noted that pursuant to a
November 2005 Court order, the Debtors entered into new premium
financing agreements with Flatiron Capital Corporation and AICCO,
Inc., to finance the premium amounts due under the Proposal.

In lieu of posting collateral with Haul Insurance Limited, the
Debtors' non-debtor subsidiary, Allied Holdings posted $7,700,000
in collateral in the form of letters of credit and cash with
National Union.

                       About Allied Holdings

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. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Glass to Serve as Operational Consultant
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized Allied Holdings, Inc., and its debtor-affiliates to
employ Glass & Associates, Inc., as their Operational Consultants
nunc pro tunc to March 21, 2006.

As reported in the Troubled Company Reporter on April 12, 2006,
the Debtors asked the Court for permission to employ experienced
consultants to render operational advisory services due to the
size of their operations and the complexity of their financial
difficulties.

As Operational Consultants, Glass will:

    a) assist the Debtors in preparing and reviewing its cash flow
       forecasts, departmental budgets, and financial projections,
       and in analyzing operational trends;

    b) assist the Debtors in identifying opportunities to increase
       the efficiency and productivity of its haul operations;

    c) assist the Debtors in evaluating its fleet requirements and
       repair and maintenance costs, and determining the capital
       requirements to support those assets;

    d) assist the Debtors in evaluating and identifying
       alternatives for its risk management strategy, with a focus
       on property, liability and workers' compensation insurance
       and on the return of excess cash collateral from insurance
       carriers;

    e) work with the Debtors and its advisors on optimizing
       liquidity;

    f) work with the Debtors and its advisors on coordinating due
       diligence of labor-related parties and their advisors;

    g) assist the Debtors and its advisors in developing
       contingency plans should its negotiations with the IBT not
       achieve targeted results on appropriate timing;

    h) perform a liquidation analysis of the Debtors for purposes
       of a reorganization plan;

    i) provide expert advice and expert testimony relating to
       financial matters on work it performed;

    j) assist the Debtors and its advisors with respect to
       communicating Glass' work product and other issues to the
       Debtors' various creditor groups; and

    k) render other operational advisory services as may be
       requested by the Debtors.

The firm's hourly rates are:

     Principals                           $400 to $575
     Case Director                        $325 to $450
     Senior Consultant                    $250 to $300
     Clerical or Administrative            $75 to $95

                        Committee Objection

The Official Committee of Unsecured Creditors had asked the Court
to deny the Debtors' request to hire Glass.  The Committee
asserted that the Debtors failed to demonstrate how hiring Glass
will benefit their estates.

According to Richard B. Herzog, Esq., at Nelson Mullins Riley &
Scarborough, LLP, in Atlanta, Georgia, there seemed to be a
substantial overlap between Glass' services and those performed
by Miller Buckfire & Co., LLC.

The Committee objected to the Debtors' exercise of business
judgment, which results in compensation of two highly paid sets
of advisors to perform many of the same services and to give them
both large success fees for it.

                       About Allied Holdings

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. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERISTAR CASINOS: Canceled Aztar Merger Cues S&P to Affirm Rating
------------------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings on
Las Vegas-based casino owner and operator Ameristar Casinos Inc.,
including its 'BB' corporate credit rating, and removed the
ratings from CreditWatch with negative implications where they
were placed on April 3, 2006.  The outlook is stable.  Total debt
outstanding at March 31, 2006, was approximately $826.2 million.

The CreditWatch resolution follows the company's recent
announcement that it will not proceed with a proposal to acquire
Aztar Corp. (BB/Watch Neg/--).  Ameristar had been involved in a
bidding war for Aztar, and bid as high as $47 per share or more
than $1.7 billion.


ANCHOR GLASS: Can Assume Amended Temple-Inland Agreement
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved Anchor Glass Container Corporation's Amended Agreement
with TIN, Inc., dba Temple-Inland, and authorized the Debtor to
assume the agreement.

As reported in the Troubled Company Reporter on March 28, 2006,
Anchor Glass purchased paperboard packaging from Temple-Inland
pursuant to an agreement dated Jan. 1, 2004.  Temple-Inland holds
a prepetition claim for $1,777,620 arising under the agreement.

Anchor Glass and Temple-Inland agreed to settle the claim.
Pursuant to the agreement, Temple-Inland will apply the $300,000
deposit it currently holds to its claim.  Anchor Glass will pay
$944,344 to Temple-Inland without further delay.  In addition,
Temple-Inland will have an allowed unsecured claim for $533,286.

The parties also agreed to extend the term of the Agreement until
Dec. 31, 2008.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Lessors Have Until May 21 to File Rejection Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
allowed Anchor Glass Container Corporation to reject its office
lease agreements with Toebben, Ltd., and Capital Realty Group LLC.

Toebben and Capital Realty have until May 21, 2006, to file
rejection damage claims against Anchor Glass.

The Debtor moved to reject its lease agreements with Toebben and
Capital Realty after determining that it no longer wanted to
expend funds to continue using the lessors' commercial office
spaces.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Court Allows Moorehead to File Amended Sec. Claim
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved a settlement agreement between Anchor Glass Container
Corporation and Moorehead Electric Company, Inc.  The Court
directed Moorehead to file an amended secured claim for $110,000,
by April 31, 2006.

As reported in the Troubled Company Reporter on March 24, 2006,
Moorehead provided prepetition electric services to the Debtor at
its various glass manufacturing plants.

In November 2005, Moorehead filed two proofs of claim, asserting
an unsecured claim for $100,053 and a secured claim for $174,180.
The Debtor objected to Moorehead's secured claim.

After extensive negotiations, the Debtor and Moorehead compromised
and settled all disputes relating to the secured claim.  Pursuant
to the parties' Settlement Agreement:

   (a) Moorehead will have an allowed secured claim for $110,000;
       and

   (b) other than its allowed secured claim and filed unsecured
       claim, Moorehead will have no additional claims against
       the Debtor.

                        About Anchor Glass

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ATA AIRLINES: Inks Stipulation Settling Delaware Street's Claims
----------------------------------------------------------------
In 1996 and 1997, ATA Airlines, Inc., and certain of its debtor-
affiliates leased five aircraft pursuant to a leverage lease
transaction.  Wilmington Trust Company participated in the 96/97
EETC Transaction as the indenture trustee, loan trustee and
subordination agent for each of the 96/97 EETC Aircraft.

The Debtors later rejected all of the Leases and Wilmington Trust
entered into new leveraged leases for each of the 96/97 EETC
Aircraft.

Wilmington Trust filed 16 claims against the Debtors -- Claim Nos.
1244, 1245, 1797, 1798, 1799, 1800, 1801, 1802, 1803, 1804, 1805,
1806, 1807, 1808, 1809, and 1810.

The Debtors objected to the 96/97 EETC Claims.

On February 9, 2006, Wilmington Trust assigned the 96/97 Claims to
Delaware Street Capital, L.L.C.

After arm's-length negotiations, the Reorganized Debtors,
Wilmington Trust and Delaware Street stipulate and agree that:

    (i) Claim No. 1245 will be allowed for $68,557,430 as Delaware
        Street's sole claim under the Leases against ATA Holdings
        Corp.;

   (ii) Claim Nos. 1244, 1797, 1798, 1799, 1800, 1801, 1802, 1803,
        1804, 1805, 1806, 1807, 1808, 1809 and 1810 will be
        allowed for $0;

  (iii) Delaware Street acknowledges that pursuant to the
        of the Reorganized Debtors' confirmed Plan, Delaware
        Street will receive a distribution only on account of
        Claim No. 1245; and

   (iv) Nothing in the stipulation will be deemed to waive, impair
        or otherwise affect any contractual or common law rights,
        obligations or remedies Delaware Street may have or owe to
        non-Debtor third parties under the Leases or related
        agreements under the 96/97 EETC Transaction, or that the
        non-Debtor third parties may have or owe to Delaware
        Street.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


BALLY TOTAL: Deutsche Bank May Finance Leveraged Buy-Out Deal
-------------------------------------------------------------
Deutsche Bank AG Deutsche is offering about $700 million to
finance Bally Total Fitness Holding Corp.'s auction of its assets,
made up of senior bank debt and subordinated debt, The Deal
reports.  The financing is available to bidders of the Company's
assets to fund what is commonly referred to as a leveraged buyout.

J.P. Morgan Chase & Co. and Blackstone Group LP, are handling the
sale.

Robert Wall, Esq., of Winston & Strawn LLP, the counsel to a
special strategic alternatives committee formed by Bally's board
of Directors, had recommended that a third bank should provide the
debt financing to avoid the perception that there is conflict of
interest.

J.P. Morgan contacted strategic and financial buyers in early
March about the transaction.  Confidentiality agreements have been
signed, according to the Deal.  Potential buyers reportedly
include:

   * BC Partners, owner of Fitness First;

   * Life Time Fitness Inc.;

   * Forstmann Little & Co., ownersof 24 Hour Fitness Worldwide
     Inc.

   * Wellspring Capital Management LLC;

   * TRT Holdings Inc.; and

   * Brunswick Corp.

                        About Bally Total

Bally Total Fitness -- http://www.ballyfitness.com/-- is the
largest and only U.S. commercial operator of fitness centers,
with approximately four million members and 390 facilities
located in 29 states, Mexico, Canada, Korea, China and the
Caribbean under the Bally Total Fitness(R), Crunch Fitness(SM),
Gorilla Sports(SM), Pinnacle Fitness(R), Bally Sports Clubs(R)
and Sports Clubs of Canada(R) brands.

                         *     *     *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services held its ratings on Bally Total
Fitness Holding Corp., including the 'CCC' corporate credit
rating, on CreditWatch with developing implications, where they
were placed on Dec. 2, 2005.  The CreditWatch update followed
Bally's announcement that it will not meet the March 16, 2006,
deadline for filing its annual report on SEC Form 10-K for the
year ending Dec. 31, 2005.


BIOMARIN PHARMA: S&P Junks $297MM of Debts with Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to BioMarin Pharmaceuticals Inc.  The rating outlook
is negative.  In addition, Standard & Poor's assigned its 'CCC'
rating to the company's $125 million convertible subordinated debt
and $172.5 million senior subordinated convertible debt issues.

"The speculative-grade rating on BioMarin reflects the company's
expected continuing operating losses and significant cash
consumption over the intermediate term, primarily due to
increasing R&D expenditures and marketing costs, as well as the
company's limited track record of development success and narrow
product pipeline," said Standard & Poor's credit analyst Arthur
Wong.  "These negative factors are minimally offset by the growing
sales of its major product, Aldurazyme, and the liquidity provided
by on-hand cash and net proceeds from the recent concurrent
issuance of common stock and senior subordinated convertible
debt."

Novado, California-based BioMarin specializes in the development
and commercialization of serious enzyme deficiency related
diseases.  Its product portfolio consists mainly of two products:

  1) Aldurazyme, an enzyme replacement therapy for the treatment
     of genetic disease mucopolysaccharidosis I (MPS I); and

  2) Naglazyme, a drug for the treatment of MPS VI caused by the
     deficiency of acetylgalactosamine 4-sulfatase (an enzyme used
     for the breakdown of glycosaminoglycans).

A third product, Orapred -- a treatment for asthma exacerbations
in children -- is now experiencing generic competition, and
BioMarin has shifted focus away from the product.

BioMarin's negative EBITDA generation and lack of operating cash
flow (considering its heavy debt burden) demonstrates weakness in
the company's credit profile.  The company has yet to turn a
profit and, since 2003, has been an active issuer, raising
approximately $297.5 million in convertible subordinated debt,
including the recent close of the $172.5 million issuance.  These
proceeds are being used to fund BioMarin's huge R&D expenditures
and marketing expenses.  Currently, the company has approximately
$397 million debt outstanding, with the $125 million convertible
subordinated debt due in June 2008.


C-BASS MORTGAGE: Moody's Reviews Rating on Two Notes for Downgrade
------------------------------------------------------------------
Moody's Investors Service downgraded four classes of certificates
from two separate transactions issued by C-BASS Mortgage Loan
Asset-Backed Certificates, 2003-RP1 and 2002-CB5.

Moody's also placed under review for possible downgrade two
classes of certificates from C-BASS 2002-CB5 Trust.  The
underlying assets in 2002-CB5 consist of subprime residential
mortgage loans as well as some reperforming loans. The underlying
assets in 2003-RP1 consist of reperforming loans.  Reperforming
loans are defined as loans that are not contractually current at
the time of securitization, but were making an effort to cashflow
going forward.  The likelihood of default for such collateral is
greater than that of typical subprime loans.

The certificates are being downgraded and reviewed based upon a
decrease in available enhancement relative to current loss
projections.  Significant deterioration of credit enhancement has
resulted from payments of principal made to the subordinate
classes as well as declining in excess spread due to rising Libor.
The pool delinquency performance and cumulative losses to date
have prompted Moody's to adjust its loss expectations for these
transactions.

Complete rating actions:

Issuer: C-BASS 2002-CB5 Trust

   * Class B-1, Downgraded to Ba2, Previously: Baa2
   * Class B-2, Review for Possible Downgrade, Currently: Ba3
   * Class B-3, Review for Possible Downgrade, Currently: B2

Issuer: C-BASS 2003-RP1 Trust

   * Class M-1, Confirmed: Aa3
   * Class M-2, Downgraded to Baa1, Previously: A3
   * Class B-1, Downgraded to Ba1, Previously: Baa1
   * Class B-2, Downgraded to B1, Previously: Baa2


CATHOLIC CHURCH: Spokane Wants Claim Objection Protocol Approved
----------------------------------------------------------------
The Diocese of Spokane asks the U.S. Bankruptcy Court for the
Eastern District of Washington to:

    (i) seal documents relating to confidential proofs of claim
        filed; and

   (ii) approve the protocol for the handling of objections,
        responses to objections and proceedings on confidential
        proofs of claim.

Shaun M. Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller,
LLP, in Spokane, Washington, relates that the Diocese of Spokane
has received in aggregate 184 proofs of claim arising from sexual
abuse, excluding the proof of claim filed by the Future Claims
Representative, on behalf of future claimants, and other duplicate
claims.

Mr. Cross notes that the U.S. Bankruptcy Court for the Eastern
District of Washington previously remanded 19 sex abuse lawsuits
to the Spokane County Superior Court.  Those remanded lawsuits are
now pending, but have been stayed by the automatic stay.  In
addition, the Court has disallowed the claims of Ronald Dandar and
Duncan McNeil, both of which arose from alleged sexual abuse.

According to Mr. Cross, the Diocese wants to establish a procedure
to be used for resolving objections to confidential proofs of
claim for sexual abuse.

While the Bankruptcy Code, Federal Rules of Bankruptcy Procedure
and Local Rules establish a procedure for resolving claims
objections, those statutes and rules do not protect the
confidentiality of those persons who have filed confidential
claims for sex abuse.

According to Mr. Cross, the Diocese's proposed Protocol requires
that objections, responses and related pleadings and documents be
filed under seal and that only authorized person be allowed to
view the sealed documents.

The proposed Protocol provides that:

   (a) Except as modified, the rules and procedures under the
       Bankruptcy Code and applicable provisions of the Judiciary
       Procedures Code, the Federal Rules of Bankruptcy Procedure
       and the Local Bankruptcy Rules will apply to all
       proceedings relating to the confidential claims.
       Objections, supporting affidavits or declarations, other
       documents relating to objections and certificates of
       service will be filed under seal.

   (b) Pursuant to Local Bankruptcy Rule 9018-1, a caption page
       will be filed in place of the Objection.  The notice
       required under Local Rule 3007-1 will include instructions
       to the claimant for filing a response under seal, in
       addition to complying with all aspects of Local Rule
       3007-1;

   (c) Responses, supporting affidavits or declarations, other
       documents relating to responses and certificates of
       service will also be filed under seal;

   (d) The objecting party will provide true and correct copies
       of the confidential claim, the Objection and all
       supporting pleadings, and the Response, if any, and all
       supporting pleadings to the Court, 35 days after filing of
       an Objection;

   (e) The Bankruptcy Court will determine all contested matters
       arising from the filing of an Objection, except where the
       Objection disputes the facts provided in the confidential
       Claim; and

   (f) Claims liquidation proceedings involving factual disputes
       will proceed in one of two manners, unless otherwise
       provided in a confirmed Chapter 11 plan or Court order:

       (1) With respect to the Remanded Cases, upon the filing of
           an objection, the automatic stay will be modified to
           allow the claim to be liquidated in state court; and

       (2) For claims for which no lawsuit is pending in state
           court, the Bankruptcy Court will retain jurisdiction
           over the claims up to the entry of the pretrial order
           and pretrial status conference.

       Thereafter, claims liquidation will take place in the
       appropriate court pursuant to Section 157(b)(5) of the
       Judiciary Procedures Code.

A full-text copy of the Protocol for Objections, Responses and
Proceedings on Confidential Proofs of Claim is available for free
at http://bankrupt.com/misc/spokane_claimsprotocol.pdf

                            Responses

(1) CNA Parties

American Casualty Company of Reading, Pennsylvania; Continental
Casualty Company; Continental Insurance Company; Pacific Insurance
Company and the Glens Falls Insurance Company do not object to the
Diocese's Protocol.  But the CNA Parties want to be assured that
any order approving the Protocol will have no effect on their
contractual or legal rights.

The CNA Parties, therefore, ask the Court to insert a protective
language in the Order approving the Protocol.

Specifically, the CNA Parties want the Order to provide that it
will have no affect on the equitable or contractual rights of any
insurance company, which the Diocese may claim has an obligation
to provide the bankruptcy estate with coverage for any of the
claims subject to the Order.  Any resolution of the claims under
the Order must not operate as a determination, judgment or
adjudication of any insurance company's liability to the Diocese
or its successor-in-interest.  All rights and obligations of each
insurer to the Diocese will be determined in the declaratory
judgment action currently pending in the U.S. District Court for
the Eastern District of Washington, Case No. 05-CV-0075 (JLQ), in
accordance with the applicable non-bankruptcy law and policies or
contracts.

(2) ACE

ACE Property & Casualty Insurance Company, in its capacity as
successor-in-interest to Aetna Insurance Company, contends that
the Claim Objection Protocol runs counter to the Diocese's
proposed amendment to an existing protocol for sharing proofs of
claim for sexual abuse.

While the Claim Objection Protocol contains provisions for
insurance carrier to obtain claims-related documents, the proposed
changes to the POC Sharing Protocol in a way that "could be read
to restrict carrier access."

Nancy L. Isserlis, Esq., at Winston & Cashatt, in Spokane,
Washington, notes that the original POC Sharing Protocol permits
the carriers that are parties to Case No. 05-CV-0075, to receive
copies of the confidential proofs of claim.  However, the
Diocese's request to amend POC Sharing Protocol could be read to
restrict carrier access only to claims that allegedly arise during
the carriers' coverage period.

Ms. Isserlis says the original POC Sharing Protocol should not be
changed.  The original POC Sharing Protocol correctly allows the
insurers to have access to all proofs of claim, because they may
contain information relevant to all insurers and their evaluations
of claims, even if the allegations in a proof of claim do not
arise during a particular insurers' policy period.

ACE wants any order approving the Diocese's Claim Objection
Protocol to state that it does not in any way restrict, modify, or
supersede any discovery orders that have been or maybe entered in
Case No. 05-CV-0075.

(3) Tort Claimants Committee

According to Joseph E. Shickich, Jr., Esq., at Riddell Williams
P.S., in Seattle, Washington, the Tort Claimants Committee and the
Diocese have discussed the proposed Protocol and have agreed to
work cooperatively in an effort to revise and finalize it.

Among other suggested revisions to the proposed Protocol, the
Tort Committee believes that the notice to claimants needs to be
in "simpler, everyday English" and a simpler procedure for a
response by a claimant needs to be designed.

"Most claimants are not represented by counsel and the substance
and significance of any objection needs to be clearly explained to
them," Mr. Shickich says.

(4) Cowles Publishing

The Spokesman-Review, publisher of The Spokesman-Review newspaper,
asks the Court to permits public access to court records.
Christopher G. Varallo, Esq., at Witherspoon, Kelley, Davenport &
Toole, P.S., in Spokane, Washington, points out that the claims
submitted to the Diocese have already been redacted to protect the
identities of claimants and exist in the files of the Diocese's
counsel.

About the Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CREDIT SUISSE: Moody's Lowers Rating on 4 Certificate Classes
-------------------------------------------------------------
Moody's Investors Service downgraded seven classes, placed on
review for downgrade one class and confirmed two classes of
subordinated tranches from five mortgage backed securitizations
issued by Credit Suisse First Boston Mortgage Securities Corp. in
2001 and 2002.  The pools include subprime and Jumbo-/Alternative-
A first-lien fixed and adjustable-rate mortgage loans.

The downgrade actions are based on the fact that the bonds'
current credit enhancement levels, including excess spread where
applicable, are low compared to the current projected loss numbers
for the current rating level.  The ratings of the 2001-11
transaction have been confirmed because current credit enhancement
levels provide protection for the certificates in an amount
consistent with their ratings.

The complete rating actions:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.

Downgrades:

   * Series 2001-HE17; Class M-1, downgraded to A1 from Aa2.
   * Series 2001-HE17; Class M-2, downgraded to Ba3 from Ba1.
   * Series 2001-HE17; Class B, downgraded to Ca from Caa3.
   * Series 2001-HE25; Class B, downgraded to B3 from Ba2.
   * Series 2001-HE30; Class B, downgraded to B1 from Ba2.
   * Series 2001-HE30; Class B-F, downgraded to B3 from Ba3.
   * Series 2002-AR28; III-M-2, downgraded to Ba2 from Baa2.

Review for Possible Downgrade:

   * Series 2001-HE25; Class M-2, current rating A2, under review
     for possible downgrade.

Confirmed:

   * Series 2001-11; Class C-B-3, A2 rating confirmed.
   * Series 2001-11; Class C-B-4, Ba2 rating confirmed.


DEATH ROW: Files Schedules of Assets and Liabilities
----------------------------------------------------
Death Row Records Inc. delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Central District
of California, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------               ------        -----------
  A. Real Property
  B. Personal Property              $4,500
  C. Property Claimed
     as Exempt
  D. Creditors Holding                             $1,138,225
     Secured Claims
  E. Creditors Holding                               $437,000
     Unsecured Priority Claims
  F. Creditors Holding                           $109,047,000
     Unsecured Nonpriority
     Claims
                                    ------       ------------
     Total                          $4,500       $110,622,225

In its schedules filed with the Court, the Debtor disclosed that
total assets were to be determined after litigation.

Headquartered in Compton, California, Death Row Records Inc. --
http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq., at
Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
total assets of $1,500,000 and total debts of $119,794,000.


DELPHI CORP: Unions Fight Proposed CBA Cancellations
----------------------------------------------------
As reported in the Troubled Company Reporter on May 3, 2006,
Delphi Corporation and its debtor-affiliates sought to reject
their collective bargaining agreements with unions and modify
their obligations to provide insurance benefits for hourly
retirees.

The affected unions and other entities filed objections to the
Debtors request to cancel their labor contracts:

(1) UAW

The International Union, United Automobile, Aerospace &
Agricultural Implement Workers of America contends that the
Debtors' request to reject their collective bargaining agreements
is not ripe for adjudication and fails to present a case or
controversy as required by Article III of the U.S. Constitution.

Babette Ceccotti, Esq., at Cohen, Weiss and Simon LLP, in New
York, points out that the Request is premature because it is
premised on conditional, alternative proposals dependent on
material contingencies that remain unfulfilled rather than a
proposal that meets the statutory requirements of Sections 1113
and 1114 of the Bankruptcy Code.

According to Ms. Ceccotti, the Request disregards the effect of
the Special Attrition Program, which will provide Delphi with a
significant amount of cost savings.  While the precise extent of
the savings to be realized by Delphi depends on the number of
workers who elect to retire or flow back to GM under this
program, Delphi already has working estimates of the effect of
the program.  Yet Delphi's Request is premised on financial
projections that do not take these estimates into consideration.
Moreover, the actual results of the Special Attrition Program
will be known relatively soon.

Despite the number of documents Delphi has produced, material
information necessary to evaluate the proposals has been sorely
lacking, Ms. Ceccotti notes.  Ms. Ceccotti argues that Delphi's
depiction of the UAW as failing to negotiate or having "rejected"
its hypothetical proposals is superficial and inaccurate, as
negotiation of the Special Attrition Program demonstrates.
Indeed, the parties had agreed that this was the first step of a
two-step process for resolving Delphi's issues, Ms. Ceccotti
notes.

Delphi's use of the Request as a bargaining tool and the clear
likelihood of a strike at Delphi -- and perhaps GM -- if the
collective bargaining agreement is rejected require denial of
Delphi's Request, Ms. Ceccotti says

(2) IUE-CWA

According to the International Union of Electronic, Electrical,
Salaried, Machine and Furniture Workers-Communication Workers of
America, Delphi has made identical proposals to each of its
unions without regard to the economic circumstances applicable to
each facility.

Thomas M. Kennedy, Esq., at Kennedy, Jennik, & Murray, P.C., in
New York, points out that Delphi has lumped together 29 different
manufacturing facilities that in most cases have labor costs far
in excess of the labor and benefit rates at IUE-CWA represented
facilities to generate "averages" and "total costs" that ignore
the specific conditions at IUE-CWA plants.  Worse, Mr. Kennedy
continues, Delphi has refused to tell the IUE-CWA the actual
savings that it is attempting to generate at IUE-CWA facilities
by the proposals it has made.

Mr. Kennedy maintains that the IUE-CWA membership has already
cooperated with Delphi in many ways but Delphi has not met its
obligation to bargain in good faith.  Delphi also failed to
supply crucial information necessary to evaluate its proposals,
he adds.

IUE-CWA has good cause not to accept the proposals for many
reasons, including their inapplicability to IUE-CWA plans, Mr.
Kennedy explains.  IUE-CWA believes that Delphi has the ability
to restore IUE-CWA facilities to profitability without undergoing
the enormous disruptions in the proposals.

Mr. Kennedy adds that Delphi's proposals concerning retiree
health and life insurance does not provide for any continuing
Delphi responsibility in the even GM substantially reduces or
fails to continue the coverage.

Bloomberg News reported that talks with IUE-CWA have broken down
in April 2006, because the union felt that negotiations were not
bearing any fruit.

(3) IUOE

International Union of Operating Engineers Locals 18 S, 832 S and
101 assert that the Debtors failed to comply with the procedural
and substantive requirements of Sections 1113 and 1114 of the
Bankruptcy Code in making their Request.

Barbara S. Mehlsack, Esq., at Gorlick, Kravitz & Listhaus, P.C.,
in New York, argues that Delphi cannot meet its burden to show
that it has:

   -- made a proposal to each of the IUOE Locals that meet the
      requirements of Section 1113;

   -- provided the Locals with the relevant information necessary
      to evaluate any proposals; or

   -- engaged in good faith negotiations with the Locals to reach
      a mutually satisfactory resolution.

Ms. Mehlsack notes that while Delphi may have a strategic
decision to focus its efforts on negotiating a soft landing for
UAW employees, the price of that strategy is that Delphi has
failed to comply with the procedural requirements of Section
1113.  Delphi chose not to negotiate with IUOE Locals 18 S, 832
S, and 101, Ms. Mehlsack says.

Ms. Mehlsack argues that Delphi also failed to address with the
IUOE Locals the various means it currently has in place or
proposes to put in place to mitigate the effects of the
concession it seeks.  Delphi's failure compels the rejection of
its proposals to modify retiree benefits.

The IUOE Locals say that they are not in a position to evaluate
any proposals until they have a full understanding of what rights
will inure to the benefit of the individuals they represent.

The IUOE Locals represent about 20 powerhouse operators working
at Delphi's plants in Columbus, Ohio, and Rochester, New York;

(4) USW

The Debtors filed the Request after very little bargaining with
the United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers, International
Union, AFL-CIO, Lowell Peterson, Esq., at Meyer, Suozzi, English
& Klein, P.C., in New York, points out.

Mr. Peterson notes that the Debtors have repeatedly characterized
their reorganization as a "labor transformation" case, asserting
that a fundamental restructuring of labor costs is the central
mission of the Chapter 11 process.  If so, Mr. Peterson argues
that it is utterly bewildering that the Debtors would choose to
start the bargaining process with USW by firing the procedural
equivalent of live ammunition.

"By this action, the Debtors have made it clear that they do not
perceive the USW and other unions as partners in the difficult
transformation process, but instead as enemies to be overcome,"
Mr. Peterson says.

According to Mr. Peterson, the Debtors' decision to ramp up
litigation will serve to distract the parties' attention from the
real work that must be done -- serious, detailed, good faith
efforts to negotiate new collective bargaining agreements.

The USW is determined to focus its energies and resources on the
negotiations.  The USW will resist any effort by the Debtors to
engage in gamesmanship at the bargaining table.  That is,
maneuvers designed to create a record for litigation instead of
agreement, Mr. Peterson says.

(5) Wilmington Trust

Wilmington Trust Company, as indenture trustee, is concerned
that, in the Debtors desire to reach a comprehensive resolution
of their labor issues, they have failed to give adequate
consideration to the varying interests of their individual
estates and creditors.  Wilmington Trust notes that the Debtors
may have simply assumed that the proper allocation of the
substantial burdens that may result from rejection of the
collective bargaining agreements and modification of retiree
obligations can be sorted out at a later date.

Wilmington Trust believes that the question of how the costs of
reorganizing the Debtors' labor force will be allocated among
Delphi and its U.S. operating subsidiaries is simply too
important to be ignored.  Edward M. Fox, Esq., at Kirkpatrick &
Lockhart Nicholson Graham LLP, in New York, asserts that this
matter must be addressed now for the Debtors to meet their burden
of proving that the decision represents a reasonable exercise of
business judgment, and ensure that all creditors, the debtor and
all of the affected parties are treated fairly and equitably.

Accordingly, absent an affirmative showing by Delphi that it and
its creditors will receive an overall positive economic benefit
from the rejection of its collective bargaining agreements and
modification of its retiree benefit obligations, Wilmington Trsut
asks the Court to deny the Request.

(6) IBEW

The International Brotherhood of Electrical Workers, Local 663
and the International Association of Machinists and Aerospace
Workers, District 10 also ask the Court to deny the Request.

IBEW believes that the Request fails to meet the criteria set
forth in Sections 1113(b) and (c) of the Bankruptcy Code.  IBEW
also objects to the modification of retirees benefits because the
Debtors have failed to meet the criteria required by Sections
1114(f) and (g) of the Bankruptcy Code.

(7) Shareholders

Appaloosa Management L.P., Wexford Capital LLC, and their
affiliates contend that the Debtors' rush to reject their
collective bargaining agreements and modify retiree benefits
fails to protect the interests of their stakeholders.

Frank L. Eaton, Esq., at White & Case LLP, in New York, notes
that the Debtors have yet to engage the Unions in a meaningful
dialogue concerning a rational and meaningful resolution of labor
issues.  The Debtors cannot meet their statutory burden of
showing that (a) their proposals treat all affected parties
fairly and equitably and are necessary to permit the
reorganization of the Debtors, or (b) the balance of the equities
clearly favor rejection.

Through the Request, Appaloosa is concerned that the Debtors may
be locking in claims for other post-employment benefit
liabilities at current out-of-market levels.  Mr. Eaton asserts
that the Debtors do not identify any quantifiable benefits to be
gained by the granting of its Request now, as opposed to merely
waiting until the expiration of the CBAs and obtaining the same
relief later, without potentially triggering massive, and
unquantified, liabilities under its agreements with General
Motors Corporation.

All parties-in-interest should be given real opportunity to
assess and have meaningful input in the resolution of the
Debtors' labor issues in a fashion that will avoid unnecessary
dilution of the Debtors' estates with massive claims that may
swallow any benefit obtained, Mr. Eaton tells the Court.

Mr. Eaton points out that the Debtors, even in the absence of a
business plan for emergence from Chapter 11, have already
telegraphed their view of distributions under a Chapter 11 plan:

   (a) shareholders "will likely lose their entire investments";

   (b) holders of $2 billion in Delphi's unsecured securities are
       projected "to receive between one-quarter to one-half of
       the face value of their securities under a restructuring
       plan";

   (c) holders of $412,000,000 in subordinated notes "can
       reasonably expect to receive, at best, only a minimal
       percentage of the face value of these notes under a
       restructuring plan"; and

   (d) "unsecured creditors holding non-priority claims will
       likely receive less than 100 cents on the dollar."

Thus, Appaloosa believes that the rejection of the CBAs,
especially in conjunction with the implementation of the Hourly
Attrition Program, may impermissibly effect a creeping
reorganization of the Debtors' estate without undergoing the
scrutiny of the Chapter 11 plan process.

                      GM Makes Clarification

General Motors Corporation clarifies that it has made no
agreements to subsidize the employment modifications that the
Debtors proposed to the Unions and that the proposals were
contingent on GM's agreement to pay the incremental cost created
by the proposals.  Other than the UAW-GM-Delphi Special Attrition
Program, GM stresses that it has not agreed to subsidize any
obligations of the Debtors under those proposals.

The Debtors describe their own collective bargaining agreements
with the Unions as "GM labor agreements."  GM clarifies that
while the Debtors' collective bargaining agreements may be
similar to GM's collective bargaining agreement with the United
Automobile, Aerospace and Agricultural Implement Workers of
America, GM is not a party to the Debtors' collective bargaining
agreements.  The Debtors have been separate and independent of
GM, with responsibility for their own collective bargaining
agreements and labor relations since May 28, 1999.

Michael P. Kessler, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that the Debtors' Union-represented employees have
been in bargaining units that are separate from GM's bargaining
units and the Debtors' unionized employees have been covered by
collective bargaining agreements between the Debtors and the
Unions.  The 1999 and 2003 collective bargaining agreements were
voluntarily entered into by the Debtors after their separation
from GM when GM no longer owned stock in Delphi, and those
agreements are in no way GM labor agreements.

Mr. Kessler also notes that the Debtors' numerous statements
about the scope, details, and effects of their proposals to the
Unions on GM's benefit guarantees with certain of the Unions are
solely the Debtors' interpretations of agreements to which the
Debtors are not parties.

              Creditors Committee Supports Rejection

The Official Committee of Unsecured Creditors agrees with the
Debtors' assertion that their successful reorganization requires
reductions of their labor and legacy costs.

Robert J. Rosenberg, Esq., at Latham & Watkins LLP, in New York,
tells the Court that it is beyond doubt that the Debtors
currently are facing financial difficulties.  The Debtors'
historical financial data and future projections demonstrate that
the status quo simply is not sustainable.

While the recent hourly attrition program with the UAW improves
the Debtors' financial outlook by reducing the projected losses,
the program does not alleviate the Debtors' need for further
relief from their extremely high costs, Mr. Rosenberg says.  The
precise effect of these programs will depend on how many
employees elect the retirement and flow-back options.  Even if
there is 100% acceptance by eligible employees, the Debtors still
estimate that they will lose over $6,000,000,000 over the next
five years.

The Committee believes that the best way for a debtor to achieve
reductions in its labor costs is by consensual agreement
resulting from the collective bargaining process.  Where
bargaining has occurred but has not been successful, the debtor
should be authorized at the appropriate time to exercise its
rights and powers under the Bankruptcy Code.

"The Debtors have demonstrated that the time for the Court to
authorize rejection is now," Mr. Rosenberg says.

The Committee believes that it is entirely possible that
following the hearing on the Request, but before the Debtors
reject the collective bargaining agreements, the Debtors and some
or all of the unions will reach a settlement agreement.  The
Committee further believes it is entirely possible that that
agreement will provide for GM's participation in the settlement
in exchange for very significant consideration.

Mr. Rosenberg states that though a settlement of the Debtors'
hourly employee issues is highly desirable, settlement with GM is
far from essential to Delphi's reorganization.  Financial support
from GM of a settlement with the Debtors' unions should be viewed
simply as a fulfillment of some of GM's present obligations to
the Debtors' employees, not as an event that gives rise to claims
in favor of GM that are immune from challenge by any party in
interest.

Because it seems likely that a potential settlement will seek to
provide potentially improper consideration to GM, Mr. Rosenberg
asserts that the Creditors Committee's participation in any
settlement discussions among the Debtors, UAW and GM is
imperative because its participation will permit the parties to
reach a true consensus and avoid time-consuming and costly
litigation.

                   Debtors Respond to Objections

Objections filed by the Unions and other entities to the Request
reinforce that the Debtors have met their burden of proof for the
Court to approve the request, John Wm. Butler, Jr., Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois,
notes.

According to Mr. Butler, the Court has discretion under Sections
1113 and 1114 to authorize debtors to reject agreements upon
notice rather than rejecting them immediately.  The Debtors
sought to reject their collective bargaining agreements because
they believe it was best to achieve a consensual agreement rather
than immediately face the possibility of a strike.  However, if
the Court doubts its discretion, then it should simply modify the
Debtors' proposed order and reject the agreements immediately
upon ruling, Mr. Butler says.

Mr. Butler points out that none of the Unions asserts that
modifications to the collective bargaining agreements and retiree
welfare benefits are unnecessary for Delphi Corp. to reorganize.
To the contrary, the Unions concede that some modifications are
necessary, he notes.  Mr. Butler relates that the case law is
clear that if some modifications are necessary to reorganize and
the union has not agreed to that modification, rejection is
appropriate.

The Unions argue that there has not been enough time,
information, or bargaining to justify rejection, and that Delphi
has sufficient liquidity to wait a few more months.  In response,
Mr. Butler argues that:

   -- There has been more than enough time.  Delphi has sought
      since the Summer of 2005 to negotiate modifications on a
      consensual basis, but the Unions have effectively rejected
      those efforts;

   -- There has been more than enough information.  Since October
      2005, Delphi has provided the Unions and their advisers
      with all of Delphi's business plans and financial
      projections, has met with the unions to explain the
      information, responded to information requests, and created
      a virtual data room to make information more available;

   -- While there has not been enough bargaining, that is through
      no fault of Delphi.  Rather than bargaining, the Unions
      have flatly rejected Delphi's proposals and have threatened
      strikes if Delphi will reject the agreements;

   -- Every day that resolution of labor contract issues is
      delayed, the value of the estate is diminished.  Delphi
      will lose about $2 billion in 2006 alone.

The Debtors assure the Court that they treat all constituencies
fairly.  "Ever constituency will suffer a share of pain in these
chapter 11 cases.  It is now incumbent upon the hourly employees
and retirees to do the same in order for Delphi to successfully
reorganize," Mr. Butler says.

                         About Delphi Corp

Headquartered in Troy, Michigan, 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. 24; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Umicore S.A. Mulls Catalyst Unit Purchase
------------------------------------------------------
Umicore S.A. is looking at acquiring Delphi Corp.'s auto catalyst
unit, Bloomberg New reports.

"We are reflecting on that," Thomas Leysen, Umicore Chief
Executive Officer, told reporters after a shareholders' meeting in
Brussels, Belgium.

Robert Bosch GmbH and WL Ross & Co. had also expressed interest in
buying units of Delphi.

Umicore is a materials technology group, according to information
on the company's Web site.  Its activities are centered on four
business areas: Advanced Materials, Precious Metals Products and
Catalysts, Precious Metals Services and Zinc Specialties.  Each
business area is divided into market-focused business units.

The Umicore Group has industrial operations on all continents and
serves a global customer base; it generated a turnover of EUR6.6
billion in 2005 and currently employs about 14,000 people.

                         About Delphi Corp

Headquartered in Troy, Michigan, 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. 24; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Flextronics Agrees to Make $5.8 Million Payment
------------------------------------------------------------
Delphi Corporation, its debtor-affiliates, Flextronics
International Asia-Pacific Ltd. and certain of Flextronics'
affiliates are parties to numerous purchase orders or agreements.
Flextronics manufactures and supplies various products to the
Debtors.

Prior to their bankruptcy filing, the Debtors owed Flextronics
$6,713,037 on account of products delivered to the Debtors
prepetition.  Conversely, Flextronics owed the Debtors $5,884,967
on account of prepetition overpayments and price reductions.

Flextronics received payment under a guaranty provided by a
foreign non-Debtor affiliate of the Debtors for prepetition
amounts due to Flextronics under the Agreements.

In a stipulation, Flextronics agrees to pay the Flextronics
Prepetition Payable to the Debtors.

As adequate protection for any set-off rights Flextronics may
have with respect to the Flextronics Prepetition Payable in the
event that Flextronics must return any portion of the Guaranty
Payments, Flextronics will be entitled to exercise its
prepetition set-off rights, if any, against any postpetition
payables owing to the Debtors.  Flextronics will also be entitled
to the adequate protection as provided in the Final DIP Financing
Order, dated October 28, 2005.  The Final DIP Order sets forth
procedures for parties seeking to exercise or preserve their set-
off rights.

Such exercise, if any, by Flextronics will for all purposes be
treated as if Flextronics had not made any payments to the
Debtors with respect to the Flextronics Prepetition Payables.

In the event that Flextronics has no postpetition payables owing
to, or to be owing to, the Debtors against which to exercise any
unresolved set-off rights, the Debtors will pay Flextronics an
amount equal to its set-off right up to the Flextronics
Prepetition Payable within 10 business days of the effective date
of a plan of reorganization in the Debtors' Chapter 11 cases.

If Flextronics disgorges any portion of the Guaranty Payments,
Flextronics will have a claim against the Debtors in the amount
of the disgorged amount.  Flextronics' set-off rights with
respect to the disgorged amount will be preserved and will in no
way be prejudiced as a result of Flextronics payment of the
Flextronics Prepetition Payable to the Debtors.

                         About Delphi Corp

Headquartered in Troy, Michigan, 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. 24; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Retired Pilots Want Stinson Morrison as Counsel
----------------------------------------------------------
The Official Section 1114 Committee of Pilot Retirees of Delta Air
Lines and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Southern District of New York for authority to employ Stinson
Morrison Hecker, LLP, as its bankruptcy counsel, nunc pro tunc to
Mar. 30, 2006.

As lead counsel, Stinson Morrison will represent the Retired
Pilots Committee in matters relating to any proposed modification
by the Debtors of the retired pilots' medical, dental, life,
disability and other benefits.  The firm will also represent the
retired pilots generally in the Debtors' Chapter 11 cases,
including in connection with any proposed plans of reorganization
that may impact their interests.

Specifically, Stinson Morrison will:

   (a) provide assistance, advice, and representation concerning
       any proposed modification of the benefits to be provided
       to the Retired Pilots;

   (b) negotiate with the Debtors concerning any proposed
       modification of the Retired Pilots' benefits;

   (c) represent the Retired Pilots Committee in any proceedings
       and hearings that involve or might involve matters
       pertaining to the benefits of the Retired Pilots;

   (d) prepare on behalf of the Retired Pilots Committee any
       necessary adversary complaints, motions, applications,
       orders or other legal papers relating to those matters;

   (e) advise the Retired Pilots Committee of its powers and
       duties;

   (f) prosecute and defend litigation matters and other matters
       concerning any proposed modification or the Retired
       Pilots' benefits that might arise;

   (g) advise the Retired Pilots Committee with respect to
       bankruptcy, general corporate, labor, employee benefits
       and related issues concerning any proposed modification of
       the Retired Pilots' benefits; and

   (h) perform other legal services as may be necessary and
       appropriate for the efficient and economical resolution of
       the Retired Pilots Committee's consideration of the
       Debtors' proposals to modify the Retired Pilots' benefits.

SMH will be paid $250 to $450 per hour for its attorneys and $150
per hour for its paralegals.  It will also seek reimbursement of
out-of-pocket expenses.  SMH's professionals who will be most
active in the Debtors' Chapter 11 cases are:

     Professional                 Position       Hourly Rate
     ------------                 --------       -----------
     Taylor Ashworth. Esq         Attorney           $390
     Alisa C. Lacey. Esq          Attorney           $365
     Marc Albert. Esq             Attorney           $365
     Mark Shaiken, Esq.           Attorney           $335
     Mark Carder, Esq.            Attorney           $330
     Christopher Graver, Esq.     Attorney           $315
     Warren Stapleton, Esq.       Attorney           $280
     Rebecca McGee, Esq.          Attorney           $150

C. Taylor Ashworth, Esq., a partner at SMH, discloses that the
firm has represented and continues to represent U.S. Bank in
matters unrelated to the Debtors' Chapter 11 cases.  In the event
that the Retired Pilots Committee determines it will take a
position which is directly adverse to U.S. Bank's claims, or in
actual or threatened litigation directly against U.S. Bank, the
Pilot Committee's co-counsel, Wilson, Elser, Moskowitz, Edelman &
Dicker LLP, will act as conflicts counsel on these matters should
the need arise.

SMH is a "disinterested person," as that phrase is defined in
Section 101(14) of the Bankruptcy Code.  The partners and
associates of the firm do not represent any person or entity
having an interest adverse to the Retired Pilots Committee in the
context of these cases.

                      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. 28; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DELTA AIR: Retired Pilots Tap Wilson Elser as New York Counsel
--------------------------------------------------------------
The Official Section 1114 Committee of Pilot Retirees of Delta Air
Lines and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Southern District of New York for authority to retain Wilson,
Elser, Moskowitz, Edelman & Dicker LLP, as its local co-counsel,
nunc pro tunc to Mar. 30, 2006.

The Retired Pilots' Committee wants Wilson Elser to assist in all
matters relating to the Committee's review and evaluation of the
Debtors' proposals to modify pilot retiree benefits.

The Retired Pilots' Committee selected Wilson Elser because its
attorneys have extensive experience, knowledge and resources in
the areas of bankruptcy and creditors' rights, and the local
rules and practice of the U.S. Bankruptcy Court for the Southern
District of New York.

Wilson Elser's customary rates range from $200 to $425 per hour
for its attorneys and $125 to $150 for its paralegals.   The
professionals who will have primary responsibility in the firm's
representation of the Retired Pilots Committee are:

     Professional             Position       Hourly Rate
     ------------             --------       -----------
     Mark G. Ledwin, Esq.     Attorney           $400
     David L. Tillem, Esq.    Attorney           $425
     Greg A. Friedman, Esq.   Attorney           $225
     Robert Little            Paralegal          $150

Mark G. Ledwin, Esq., a partner at Wilson Elser, discloses that
the firm has or may represent these entities in matters wholly
unrelated to the Debtors or the Retired Pilots:

    a. The Bank of New York; and

    b. virtually every insurance company involved in the Debtors'
       insurance programs.

Wilson Elser, Mr. Ledwin ascertains, is a "disinterested person,"
as that phrase is defined in Section 101(14) of the Bankruptcy
Code.  The partners and associates of the firm do not represent
any person or entity having an interest adverse to the Retired
Pilots Committee in the context of these cases.

                      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. 28; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DORNOCH GOLF: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dornoch Golf Club, Inc.
        P.O. Box 20029
        Columbus, Ohio 43220

Bankruptcy Case No.: 06-52114

Type of Business: The Debtor operates a golf course.  The Debtor's
                  affiliate, Dornoch Development Ltd., filed for
                  chapter 11 protection on May 3, 2006 (Bankr.
                  S.D. Ohio, Case No. 06-52059).

Chapter 11 Petition Date: May 5, 2006

Court: Southern District of Ohio (Columbus)

Judge: John E. Hoffman

Debtor's Counsel: Myron N. Terlecky, Esq.
                  Strip Hoppers Leithart McGrath & Terlecky
                  575 South Third Street
                  Columbus, Ohio 43215
                  Tel: (614) 228-6345
                  Fax: (614) 228-6369

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Huntington National Bank         Guaranty of Debt    $2,939,968
41 South High Street
Columbus, OH 43215

New Green Highlands, Ltd.        Loan                $1,535,166
1200 Old Henderson Road
Suite C
Columbus, OH 43220

Textron Financial                Equipment Lease       $163,077
40 Westminster Street
Providence, RI 02903

National City Bank               Commercial Loan        $99,000

John Deere Credit                Equipment Lease        $74,336

Kendall Group Ltd.               Loan                   $45,729

Fifth Third Leasing Company      Equipment Lease        $33,776

Ohio Bureau of Workers'          Workers'                $7,916
Compensation                     Compensation Insurance

Textron Business Services        Services Provided       $7,088

Elan Financial Services          Services Provided       $6,612

Lisa Tenerove Bachinski          Employee Wages          $4,462

Xenia Power Equipment            Services Provided       $3,018

American Electric Power          Services Provided       $2,617

Superior Business Systems        Services Provided       $2,149

Gary Dixon                       Employee Wages          $2,019

Tracy A. Weaver                  Employee Wages          $2,019

Inter-Tel Leasing, Inc.          Equipment Lease         $1,999

Scott Lowe                       Employee Wages          $1,615

McCorkle Electric, Inc.          Services Provided       $1,500


EASTMAN KODAK: Moody's Reviews Low-B Ratings and May Downgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of the Eastman Kodak
Company on review for possible downgrade.  The review is prompted
by the company's May 4th announcement to explore strategic
alternatives for its Health Group, including its potential
divestiture, declining KHG digital and traditional revenue and
earnings, and a Consumer Digital Group revenue decline and an
increased operating loss for the quarter ended March 2006.

The review will focus on prospects for debt reduction, incremental
restructuring, and digital and film business revenue and earnings.
While the company has not made a definitive decision to sell KHG,
depending on the sale decision, the company may have to either
achieve lender consent or pay down outstanding secured term loan
drawings.

The company had $1.2 billion drawn under its term loan at Mar. 31,
2006.  In addition, the company stated that it will likely draw up
to $500 million under its secured delayed draw term loan to
refinance a $500 million June 2006 unsecured note maturity.

KHG earnings constitute a substantial portion of the company's
overall earnings, representing over 40% of the company's EBIT in
the fiscal quarter ended March 2006, and a sale of the business
would significantly narrow the company's profitable business
diversity.

KHG's revenues and earnings continue to decline, reflecting
increasing competition, a migration to digital, and rising raw
materials costs.

KHG's pre charge EBIT declined 41% year over year in the March
2006 quarter.  Also, CDG's operating loss widened to negative $94
million from negative $54 million year over year in the March 2006
quarter, reflecting strong competition within consumer digital
imaging markets.

CDG's higher channel inventory at quarter ended March 2006 and
recent Kiosk thermal media pricing declines indicate the potential
for CDG to continue to experience subdued operating performance.

Ratings on Review for Possible Downgrade:

   * Corporate Family Rating B1
   * Senior Unsecured Rating B2
   * Senior Secured Credit Facilities Ba3

Headquartered in Rochester, New York, the Eastman Kodak Company is
a worldwide provider of imaging products and services.


EASY GARDENER: Taps Houlihan Lockey as Financial Advisor
--------------------------------------------------------
Easy Gardener Products, Ltd., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to retain Houlihan Lockey Howard & Zukin as their financial
advisor.

Houlihan Lockey will:

   a) review the Debtors' financial condition, operations,
      liquidity, competitive environment, prospects and related
      matters;

   b) assess the Debtors' value and debt capacity;

   c) initiate, coordinate and evaluate alternatives for a
      potential Financing Transaction, Restructuring Transaction,
      or a Sale Transaction, or some combination;

   d) assist the Debtors with regard to negotiations with their
      existing creditors;

   e) prepare offering materials to solicit potential acquirers,
      investors and capital providers;

   f) coordinate all aspects of due diligence for potential
      investors and capital providers;

   g) advise the Debtors as to the structure of any Transaction;

   h) negotiate the financial and structural aspects, and
      facilitate the consummation, of any Transaction; and

   i) coordinate with, and update as necessary, the Debtors' board
      of directors, as well as its creditors and other
      constituents.

Houlihan Lockey will be paid:

   a) a $50,000 monthly cash fee;

   b) transaction fees consisting of:

        i) Financing Transaction Fee equal to the sum of:

           1) 1.50% of the principal amount of all senior secured
              notes and senior secured bank debt raised;

           2) 3.0% of the principal amount of all mezzanine,
              subordinated and other debt raised;

           3) 5.5% of the amount of all equity and equity
              equivalents (including convertible securities and
              preferred stock) placed.

       ii) Sale Transaction Fee equal to the minimum Transaction
           Fee, plus 3% of the Gross Consideration above $50
           million and 5% of the Gross Consideration above 62%
           million from the Sale Transaction.

      iii) Restructuring Transaction Fee of $850,000 upon the
           earlier of:

           1) the consummation of an out-of-court Restructuring
              Transaction; and

           2) the effective date of a confirmed Plan of
              reorganization.

Adam L. Dunayer, a director of Houlihan Lockey, assures the Court
that his Firm does not hold any interest adverse to the Debtors
and that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

A copy of the Debtors' Engagement Letter with Houlihan Lockey is
available for free at:

                http://researcharchives.com/t/s?8b7

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


EMMIS COMMS: CEO Smulyan Offers $567-Million Going Private Deal
---------------------------------------------------------------
ECC Acquisition, Inc., an Indiana corporation wholly owned by
Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and
controlling shareholder of Emmis Communications Corporation, has
made a non-binding proposal to acquire the outstanding publicly
held shares of Emmis for $15.25 per share in cash.

According to the proposal, the offer price represents a 13.6%
premium over the closing price of Emmis' Class A common stock on
Friday, May 5, 2006, the last trading day prior to the proposal.
The proposal values the total common equity of Emmis (including
both Class A Common Stock and Class B Common Stock) at
approximately $567 million and implies an enterprise value of
approximately $1.4 billion (based on Emmis' outstanding debt and
preferred stock).

The proposal states that the transaction would be implemented
through a merger of Emmis with the Purchaser.  In conjunction with
the merger, Purchaser proposes to refinance certain of Emmis'
outstanding debt and preferred stock.  The proposal further states
that Purchaser intends to invite certain other members of Emmis'
management to join the Purchaser in the proposed transaction.

In response to the proposal, the Board of Directors of Emmis
announced that it has formed a special committee of independent
directors to consider the proposal.  The Special Committee will
select its own independent financial and legal advisors.  Mr.
Smulyan and the other directors of Emmis that are members of
management will not participate in the evaluation of the proposal,
which requires the recommendation of the special committee and the
approval of the Board of Directors.

Emmis expects this process to have no impact on day-to-day
operations.

The transaction will be subject to the negotiation and execution
of definitive agreements related to the transaction and will be
subject to receipt of required financing.  The proposal states
that the transaction is not subject to any regulatory conditions
other than Federal Communications Commission approvals and, if
applicable, compliance with the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.  The proposal also states that the
transaction will be subject to approval by Emmis' shareholders.
Under the terms of Emmis' charter, the transaction will be a
"going private" transaction involving Emmis and a purchaser
affiliated with Mr. Smulyan; therefore, holders of Class B Common
Stock will be entitled to vote on the transaction on an "as
converted" to Class A Common Stock basis so that all shares are
entitled to one vote per share and vote together as a single
class.  Mr. Smulyan owns shares of Emmis representing
approximately 16.9% of the equity and 16.9% of the votes entitled
to vote on the proposal (calculated in each case to include shares
issuable under all options exercisable currently or within 60
days).

In its proposal, Purchaser advised Emmis' Board that Mr. Smulyan
will not agree to any other transaction involving Emmis or his
shares of Emmis.  Under the terms of Emmis' charter, on any such
other transaction (other than the "going private" transaction
described above) that requires the approval of Emmis'
shareholders, the Class A Common Stock and Class B Common Stock
will vote together as a single class, with each share of Class A
Common Stock entitled to one vote per share and each share of
Class B Common Stock entitled to ten votes per share. Mr. Smulyan
would in such circumstances have approximately 66.7% of the
combined voting power entitled to vote on any such other
transaction (calculated to include shares issuable under all
options exercisable currently or within 60 days), thereby giving
him the ability to prevent Emmis from engaging in any such other
transaction.

The proposal stated that The Blackstone Group L.P., Banc of
America Securities LLC and Deutsche Bank Securities Inc. are each
serving as Purchaser's financial advisors and Paul, Weiss,
Rifkind, Wharton & Garrison LLP is providing legal advice to
Purchaser.

Emmis does not anticipate making any further announcement
concerning the proposal unless and until a definitive agreement is
reached.  If and when the parties reach a definitive agreement
with respect to the proposal, Emmis and Purchaser will file
appropriate materials with the Securities and Exchange Commission
and mail these materials to Emmis shareholders.

                          About Emmis

Emmis Communications Corporation (Nasdaq: EMMS) --
http://www.emmis.com/-- is an Indianapolis-based diversified
media firm with radio broadcasting, television broadcasting and
magazine publishing operations.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2006,
Moody's Investors Service affirmed the ratings of Emmis
Communications Corporation and its wholly owned subsidiary,
Emmis Operating Company, but changed the outlook to stable from
positive.

   Emmis Operating Company:

      * Senior Secured Debt -- Ba2
      * Senior Subordinated Notes -- B2

   Emmis Communications Corporation:

      * Senior Unsecured Debt -- B3
      * Cumulative Preferred Stock -- Caa1
      * Corporate Family Rating -- Ba3


EMMIS COMMS: Selling Two Broadcast Properties for $295 Million
--------------------------------------------------------------
Emmis Communications Corporation has signed agreements to sell two
of its broadcast properties: WKCF-TV, its WB/CW affiliate in
Orlando, and KKFR-FM in Phoenix.

Under terms of its agreement, Hearst-Argyle Television, Inc.
(NYSE: HTV) has agreed to pay $217.5 million in cash for the
assets of WKCF-TV, subject to FCC and other regulatory approvals.

Emmis continues to own 50% of "The Daily Buzz," a syndicated
weekday news program produced in the WKCF studios, with partner
ACME Communications, and will retain the WKCF building.

Emmis purchased WKCF in October 1999 from Press Communications,
LLC.  In May 2005, Emmis announced its intention to explore
strategic alternatives for its 16-station television division.
Since that time and including today's announcement, 14 Emmis
television stations have found buyers.  The television stations
remaining in the Emmis portfolio are New Orleans' WVUE-TV (Fox 8)
and Honolulu's KGMB-TV (CBS 9).

In Phoenix, Bonneville International Corporation and Bonneville
Holding Company have agreed to purchase the assets of KKFR-FM
(Power 92.3) for $77.5 million, subject to FCC and other
regulatory approvals.

Emmis purchased KKFR-FM from Clear Channel in August 2000. In
January 2005, Emmis swapped three Phoenix stations -- KTAR-AM,
KMVP-AM and KKLT-FM -- with Bonneville in exchange for WLUP-FM
(97.9) in Chicago and $70 million in cash.  After the close of the
transaction, Emmis will own 23 domestic radio stations in seven
markets.

The closing of each of these transactions is subject to customary
conditions, including approval from the FCC, and is expected to
occur in the next three to six months.

Emmis also announced that on May 5, 2006, it completed the sale of
the assets of WRDA-FM (104.1 FM, now known as WHHL-FM) to Radio
One (Nasdaq: ROIAK and ROIA) for $20 million.  Emmis signed a
definitive agreement for the sale of the station in September
2005.  In St. Louis, Emmis continues to own KFTK-FM (97.1),
KIHT-FM (96.3), KPNT-FM (105.7) and legendary KSHE-FM (94.7).
Emmis-St. Louis continues to air Red's programming via the web at
http://www.redontheweb.com/

                          About Emmis

Emmis Communications Corporation (Nasdaq: EMMS) --
http://www.emmis.com/-- is an Indianapolis-based diversified
media firm with radio broadcasting, television broadcasting and
magazine publishing operations.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2006,
Moody's Investors Service affirmed the ratings of Emmis
Communications Corporation and its wholly owned subsidiary,
Emmis Operating Company, but changed the outlook to stable from
positive.

   Emmis Operating Company:

      * Senior Secured Debt -- Ba2
      * Senior Subordinated Notes -- B2

   Emmis Communications Corporation:

      * Senior Unsecured Debt -- B3
      * Cumulative Preferred Stock -- Caa1
      * Corporate Family Rating -- Ba3


ENRON CORP: British Energy Holds $12.9 Mil. General Unsec. Claim
----------------------------------------------------------------
Before Enron Corp. and its debtor-affiliates filed for bankruptcy,
British Energy Power and Energy Trading Limited entered into
agreements with certain Enron subsidiaries, including Enron
Capital and Trade Resources Limited, for the sale of commodities
and the exchange of cash payments based on the movement of the
price or prices of commodities or of indices relating to the
commodities.

Enron executed a credit support guaranty dated June 14, 2001, in
favor of British Energy to guaranty certain obligations of ECTRL
for up to GBP20,000,000.  The guaranty was increased to
GBP30,000,000 under the terms of an Oct. 26, 2001 amendment.

On Oct. 15, 2002, British Energy filed Claim No. 17198 against
Enron for $41,065,866 -- $2,039,490 of which was filed as a
secured claim, along with contingent, unliquidated and disputed
components.

On Nov. 29, 2003, Enron filed Adversary Proceeding Case No.
03-93572 against British Energy to avoid the British Energy
Guaranty with respect to the Guaranty Claim.

Following negotiations, the parties entered into a stipulation to
resolve their dispute.  They agree that:

  (1) the Guaranty Claim will be allowed as a Class 4 claim for
      $12,916,980; and

  (2) the Adversary Proceeding will be dismissed with prejudice
      and without costs to either party.

Judge Gonzalez approves the Stipulation.

                        About Enron

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 171; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENRON CORP: Wind Systems Unit Sells Wind Generation Assets to AES
-----------------------------------------------------------------
AES Corporation will purchase 54 MW of wind generation assets from
Enron Wind Systems in Tehachapi, California, bringing the total
wind generation megawatts AES operates to 654 MW.

The assets include two wind farm projects encompassing 667
turbines constructed in the mid-1980s in Tehachapi, California.
AES currently operates 274 MW of wind farms in California, in
addition to the wind generation facilities it operates in
Colorado, Oregon, Texas and Wyoming.  This year, AES began
commercial operation of its 120 MW Buffalo Gap wind farm in
Abilene, Texas.

"This is an attractive acquisition for us, both in terms of its
existing operations as well as its potential for future re-
powering opportunities," said Ned Hall, AES Vice President of
Wind Generation.  "California has the most installed megawatts of
wind power in the United States, as well as some of the country's
most aggressive growth targets for renewable energy.  Since
California is not a top ten state in terms of wind resource, a
key to its success in meeting its renewable energy goals will be
re-powering and expanding existing wind generation projects.
This acquisition provides AES with the opportunity to help
California reach its goals."

                           About AES

AES Corporation (NYSE:AES) -- http://www.aes.com/-- is one of the
world's largest global power companies, with 2005 revenues of
$11.1 billion.  With operations in 25 countries on five
continents, AES's generation and distribution facilities have the
capacity to serve 100 million people worldwide.  The company's 14
regulated utilities amass annual sales of over 82,000 GWh and our
128 generation facilities have the capacity to generate over
44,000 megawatts.  Its global workforce of 30,000 people is
committed to operational excellence and meeting the world's
growing power needs.

                          About Enron

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 171; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENTERGY NEW ORLEANS: Court Allows Entergy Corp. to File Claims
--------------------------------------------------------------
The Hon. Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana approved Entergy New Orleans Inc.'s
stipulation with Entergy Corporation.

Entergy Corporation, on behalf of its affiliates, asserted claims
against Entergy New Orleans, Inc., pursuant to various contractual
relationships between them.

To resolve their dispute, the parties stipulate that:

   (a) Entergy Corp. and its affiliates may file one or more
       joint Proofs of Claim, which will include the alleged
       claims possessed by Entergy Corp. and its affiliates;

   (b) Entergy Corp. and its affiliates need not attach
       supporting documents to the Master Proofs of Claim, as
       long as the Master Proofs of Claim includes a list of the
       supporting documents and other agreements with reasonable
       specificity so that the nature of the claim may be
       ascertained; and

   (c) on the request of the Debtor, the Official Committee of
       Unsecured Creditors, or any other party-in-interest, the
       listed documents will be provided within 10 days after the
       request.

The Debtor clarifies that it does not concede the validity of any
claims that Entergy Corp. or its affiliates may assert.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EVERGENT SOLUTIONS: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Evergent Solutions, LLC
        dba eVergent Solutions, LLC
        301 West Charlotte Street
        Sterling, Virginia 20164

Bankruptcy Case No.: 06-10458

Type of Business: The Debtor provides high-quality software and
                  support services to credit unions and companies.
                  See http://www.evergentsolutions.com

Chapter 11 Petition Date: May 5, 2006

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  700 South Washington Street, Suite 216
                  Alexandria, Virginia 22314
                  Tel: (703) 549-5010
                  Fax: (703) 549-5011

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
FedComp, Inc.                           $297,917
Derrick Smith
10300 Eaton Place, Suite 330
Fairfax, VA 22030

Kuttitech, Inc.                         $213,760
Rameshrao Madura
201 Benton Avenue, Suite D
Linthicum Heights, MD 21090

eVergent Holding Company                $171,500
301 West Charlotte Street
Sterling, VA 20164

Daniel G. Morrisey                      $165,419

Grayson Kubli                           $161,000

Internal Revenue Service                $140,000

Kenneth L. Fisher                       $109,600

David Short                             $100,070

Millennium Bank                          $93,075

Bean, Kinney, & Korman                   $79,000

Helen Christman                          $41,500

Dell Computer Corp.                      $39,000

George H.K. Schenck                      $36,500

Malizia, Spidi, & Fisch                  $31,026

Elizabeth Short                          $25,000

Earthlink, Inc.                          $17,695

Roberts & Hundertmark LLP                 $9,472

RCS Printing                              $8,669

Barbara Fisher                            $8,000


FALCONBRIDGE: European Commission to Object to Inco Transaction
---------------------------------------------------------------
Falconbridge Limited and Inco Limited received reports that the
European Commission will be issuing its Statement of Objections
shortly regarding their pending merger.  In 2005 Inco announced
the acquisition of Canadian nickel and copper mining giant
Falconbridge Limited.  The merger will make Inco the world's
largest nickel producer.

The companies have been discussing with the EC the competitive
concerns they have identified and which they expect will be in the
SO.  They will be submitting their responses to the SO in the time
provided for in this process.  Inco and Falconbridge also plan to
submit a remedy intended to address the competitive concerns of
the EC.  They look forward to continuing to work with the EC as
they move through their second phase process.  This element of the
process is one of the standard steps leading to a decision by July
12th, 2006.

The companies continue to have constructive discussions with the
U.S. Department of Justice in anticipation of approval.

The Companies continue to believe there is a strong value
proposition in the Inco and Falconbridge transaction and the
companies are determined to complete it in accordance with the
existing agreement.

"Our agreement with Inco is an excellent transaction and offers
compelling value to shareholders of both our companies, with the
potential for a re-rating in the capital markets," said Derek
Pannell, Falconbridge's Chief Executive Officer.  "The transaction
would result in the creation of the world's number one nickel
producer and a leading copper producer.  Furthermore, it would
have a portfolio of world-class growth projects."

"We are surprised that Teck Cominco has taken this step to
interfere in our transaction and will review the implications of
what they have done," added Mr. Pannell.

Inco and Falconbridge have conservatively estimated synergies
stemming from their transaction of at least US$350 million per
year, based on lower commodity prices prevailing in 2005.  The
estimated synergies were the result of a rigorous review by the
companies' respective teams and derived from in-depth discussions
and analysis.  The companies believe they are better equipped than
any other party to achieve significant operating and other
synergies, especially given Falconbridge's recent experience at
merging companies.

                           About Inco

Inco Limited is the world's #2 producer of nickel, which is used
primarily for manufacturing stainless steel and batteries.  Inco
also mines and processes copper, gold, cobalt, and platinum group
metals.  It makes nickel battery materials and nickel foams,
flakes, and powders for use in catalysts, electronics, and paints.
Sulphuric acid and liquid sulphur dioxide are produced as
byproducts.  The company's primary mining and processing
operations are in Canada, Indonesia, and the UK.

                       About Falconbridge

Headquartered in Toronto, Ontario, Falconbridge Limited --
http://www.falconbridge.com/-- produces nickel products.  The
Company owns nickel mines in Canada and the Dominican Republic and
operates a refinery and sulfuric acid plant in Norway.   It is
also a major producer of copper (38% of sales) through its Kidd
mine in Canada and its stake in Chile's Collahuasi mine and Lomas
Bayas mine.  Its other products include cobalt, platinum group
metals, and zinc.

                         *     *     *

Falconbridge's CDN$150 million 5% convertible and callable bonds
due April 30, 2007, carries Standard & Poor's BB+ rating.


FEDDERS CORPORATION: Annual Stockholders Meeting Set for June 20
----------------------------------------------------------------
Fedders Corporation will hold its Annual Meeting of Stockholders
at 10:30 a.m., on June 20, 2006, at the Westgate Corporate Center,
505 Martinsville Road in Liberty Corner, New Jersey.

During the meeting, stockholders will be asked to:

     a) elect eleven directors to hold office until the next
        annual meeting of stockholders and until each director's
        successor will have qualified and elected;

     b) approve adoption of the Fedders Corporation Restricted
        Stock Plan and certain previous grants of restricted
        stock; and

     c) ratify the appointment of UHY LLP as Fedders' independent
        registered public accounting firm.

The close of business on April 21, 2006, has been designated as
the record date for the determination of stockholders entitled to
notice of and to vote at the annual stockholders' meeting.

A full-text copy of the Preliminary Proxy Statement for the 2006
annual stockholders' meeting is available for free at:

                http://researcharchives.com/t/s?8b9

                           About Fedders

Headquartered in Liberty Corner, New Jersey, Fedders Corporation,
-- http://www.fedders.com/-- is a leading global manufacturer and
marketer of air treatment products, including air conditioners,
air cleaners, dehumidifiers, and humidifiers.  The company has
production facilities in the United States in Illinois, North
Carolina, New Mexico, and Texas and international production
facilities in China, India and the Philippines.  All products are
manufactured to Fedders' one worldwide standard of quality.

The Company's balance sheet at Dec. 31, 2005, showed $331,050,000
in total assets and $331,110,000 in total liabilities, resulting
in a de minimis stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on air treatment products manufacturer Fedders Corp. and
Fedders North America Inc. to 'CC' from 'CCC'.  At the same time,
Fedders North America's senior unsecured debt rating was lowered
to 'C' from 'CC'.  S&P said the outlook remains negative.


FISHER SCIENTIFIC: Inks All-Stock Merger Deal with Thermo Electron
------------------------------------------------------------------
The boards of directors of Thermo Electron Corporation and Fisher
Scientific International Inc. have unanimously approved a
definitive agreement to combine the two companies in a tax-free,
stock-for-stock exchange.

The new company will be named Thermo Fisher Scientific Inc. and is
expected to have 2007 revenues of more than $9 billion.  Thermo
and Fisher have complementary technology leadership in
instrumentation, life science consumables, software and services.
By combining these capabilities, the company will be uniquely
positioned to provide integrated, end-to-end technical solutions.
Thermo Fisher Scientific will have an industry leading global
sales and service organization with nearly 7,500 professionals
serving its customers worldwide.

Under the terms of the agreement, Fisher shareholders will receive
2.00 shares of Thermo common stock for each share of Fisher common
stock they own. Based on Thermo's closing price of $39.45 per
share on May 5, 2006, this represents a value of $78.90 per Fisher
share, or an aggregate equity value of $10.6 billion, not
including net debt of $2.2 billion.  Upon completion of the
transaction, Thermo's shareholders would own approximately 39
percent of the combined company, and Fisher shareholders would own
approximately 61 percent.  The transaction will be treated as a
reverse merger with Thermo as the acquirer.

Marijn E. Dekkers, president and chief executive officer of
Thermo, will become president and chief executive officer of the
combined company, and Paul M. Meister, vice chairman of the board
for Fisher, will become chairman of the board of the combined
company.  Following the close of the transaction, Paul M.
Montrone, chairman and chief executive officer of Fisher, will be
stepping aside in support of the new management team.  He will be
concentrating on launching new business opportunities and will
remain an adviser to the company.  Jim P. Manzi, chairman of the
board of Thermo, will serve on the board of directors of the
combined company.  Thermo Fisher Scientific's board of directors
will be comprised of eight members, with five nominated by Thermo
and three nominated by Fisher.

"This combination brings together two well-respected industry
leaders in the life, laboratory and health sciences marketplace to
create a company that has the product breadth, global reach and
operational expertise to drive significant value for shareholders,
customers and employees," said Mr. Dekkers.  "Both Thermo and
Fisher have strong track records of acquisition success and margin
expansion.  By combining our companies' complementary world-class
product and service offerings with Fisher's unparalleled customer
access, we expect to accelerate growth by further penetrating our
vast customer base.  Our customers will benefit from a partnership
that can provide integrated, end-to-end application solutions to
reduce their costs and increase efficiency.  Our companies and
employees share a strong commitment to our customers, and I am
pleased to bring the talented employees of these two great
companies together."

"For more than 100 years, Fisher has played an important role in
aiding scientific discovery.  Our focus on supplying innovative
product and service solutions has enabled our 350,000 customers to
concentrate on what they do best -- improving health and extending
life.  Thermo has an equally solid record, and the combined
company will be well-positioned to deliver accelerated earnings
growth for shareholders," said Mr. Montrone.

Mr. Meister added, "This is a great transaction that provides
Fisher shareholders with enhanced value both today and over the
long-term.  The upside potential we see as a result of our
combination is compelling.  By leveraging the operating expertise
at both companies, we anticipate realizing the strategic and
financial benefits of this transaction quickly and efficiently."

                   Benefits of the Transaction

Strategic combination

The merger creates the world's only provider of fully integrated,
end-to-end solutions in the life, laboratory and health sciences
industry.

Accretive to earnings

Thermo expects 2007 adjusted earnings per share of the combined
company to be in the range of $2.27 to $2.37, reflecting accretion
of approximately 18 percent to Thermo's consensus 2007 adjusted
EPS.

Accelerates revenue and earnings growth

The merger accelerates revenue growth and is expected to result in
a 20 percent compound annual growth rate in adjusted EPS over
three years.

$200 million of synergies

The transaction is expected to generate $200 million of cost and
revenue-related synergies in three years.  2007 synergies are
expected to be at least $75 million.

   -- $150 million of cost-related synergies, excluding one-time
      costs, are expected to result primarily from manufacturing
      rationalization, sourcing and logistics efficiencies, and
      shared administrative functions.

   -- $50 million of revenue-related synergies are expected to
      result from cross-selling opportunities, enhanced geographic
      reach, penetration of new and existing markets, and new
      solutions development.

Strong cash flow and financial flexibility

Operating cash flow is expected to be in excess of $1 billion in
2007.  With its solid balance sheet and strong cash flow, the
combined company will be well-positioned to accelerate growth both
organically and through acquisitions.  In addition, the Thermo
Electron board has increased the current authorization of its
buyback program to $300 million.

Talented employee base

Both Thermo and Fisher have exceptional teams of talented and
experienced employees.  This combination of industry leaders is
expected to benefit customers and suppliers, and provide greater
opportunities for the 30,000 employees of the combined company.

Thermo Fisher Scientific will be headquartered in Waltham, Mass.,
and will continue to have an office in Hampton, N.H.

                   Approvals and Time to Close

The transaction is subject to approval by both companies'
shareholders as well as customary closing conditions and
regulatory approvals.  The transaction is expected to close in the
fourth quarter of 2006.

                            Advisers

In connection with the transaction, Lehman Brothers and Rothschild
Inc. are acting as financial advisers to Thermo, and Wachtell,
Lipton, Rosen & Katz is legal counsel.  Goldman, Sachs & Co. and
Lazard Freres & Co. LLC are acting as financial advisers to
Fisher, and Skadden, Arps, Slate, Meagher & Flom LLP is legal
counsel.

                      About Thermo Electron

Thermo Electron Corporation  (NYSE: TMO)  manufactures electronic
measurement equipment, laboratory gear, and other scientific
instruments.  It operates through dozens of subsidiaries in two
divisions: Life and Laboratory Sciences makes such items as
chromatographs, sample-preparation instruments, and spectrometers,
while Measurement and Control produces environmental monitoring
equipment, explosives and radiation detectors, and flow meters.
The company sells directly and through distributors.

                   About Fisher Scientific

Fisher Scientific International Inc. (NYSE: FSH) --
http://www.fisherscientific.com/-- provides products and services
to the scientific community.  Fisher facilitates discovery by
supplying researchers and clinicians in labs around the world with
the tools they need.  With approximately 19,500 employees
worldwide, the company had revenues of $5.6 billion in 2005.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2005,
Fitch Ratings assigned a 'BBB-' issuer default rating to Fisher
Scientific International Inc.  Fitch has also assigned a 'BBB'
rating to FSH's secured credit facility, a 'BBB-' rating to FSH's
senior unsecured debt, and a 'BB+' to FSH's subordinated debt.
The ratings apply to approximately $2.2 billion of debt.  The
Rating Outlook is Stable.


FLYI INC: Court Okays Termination of Moore & Lange Employee Pacts
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave FLYi,
Inc., and its debtor-affiliates authority, effective as of
March 31, 2006, to:

    -- reject the employment contracts with Thomas J. Moore and
       William R. Lange; and

    -- set off their rights to receive reimbursement for insurance
       premiums for the two employees against the amounts that
       they owe the employees,

As reported in the Troubled Company Reporter on April 7, 2006, as
a result of the setoff, the obligations owed by Messrs. Moore and
Lange would be extinguished, and the collateral assignment to the
Debtors of the relevant policies could be released.

The Debtors believe that releasing their liens on the Moore
Insurance and the Lange Insurance will not reduce the assets of
their estates.

                    Compensation Program

The Debtors told the Court that prior to filing for bankruptcy,
they had in place a deferred compensation program for executive
employees, wherein they purchased life insurance policies and paid
the premiums on those policies for the executives.

The employees had the obligation to reimburse the Debtors for the
premiums paid on their behalf.  To secure their reimbursement
obligation to the Debtors, the employees collaterally assigned
the relevant insurance policies to the Debtors.

The executives also earned deferred compensation pursuant to a
vesting schedule in their employment agreements.  M. Blake
Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that the deferred compensation was
not actually paid to employees, but instead, it constituted a
claim by the employees against the Debtors.

According to Mr. Cleary, the deferred compensation earned by an
employee matched that employee's obligations to reimburse the
Debtors for insurance premiums paid on their behalf.  Thus, on
certain events that triggered the right of the employee to
receive the fully vested portion of the deferred compensation in
cash; and the obligation of the employee to repay the Debtors for
insurance premiums paid, the amounts owed by and between the
Debtors and employee could simply be set off and the collateral
assignment of the insurance policy to the Debtors would be
released.

                           The Employees

A. Thomas J. Moore

Thomas J. Moore is the Debtors' chief operating officer and
president, and is a member of the Board of Directors of FLYi,
Inc., and Independence Air, Inc.  Pursuant to the Debtors'
employee wind-down plan, Mr. Moore's last day of employment was
March 31, 2006.

The Debtors and Mr. Moore entered into a Second Amended and
Restated Severance Agreement dated March 15, 2005.  Among other
things, the Moore Employment Contract requires the Debtors to
purchase and pay premiums for Mr. Moore's life insurance
policies.

On January 1, 2006, Mr. Moore was 100% vested in his deferred
compensation.  Thus, Mr. Moore is now obliged to repay the
Debtors the amount of the premiums they paid on account of the
Moore Insurance.

The mutual claims between the Debtors and Mr. Moore prior to the
rejection of Mr. Moore's Contracts are:

    Mutual Claims                                          Amount
    -------------                                          ------
    Debtors' claims against Mr. Moore's
    repayment of insurance premiums                    $1,747,250

    Mr. Moore's claims against the Debtors
    (Deferred Compensation)
       * As of the Petition Date                        1,397,800
       * Within one year after the Petition Date          349,450

B. William R. Lange

William R. Lange is the Debtors' vice president for safety,
compliance and security.  Pursuant to the employee wind-down
plan, Mr. Lange's last day of employment was March 31, 2006.

The Debtors entered into a Severance Agreement with Mr. Lange on
December 28, 2001.  Among other things, the Lange Employment
Contract requires the Debtors to purchase and pay premiums for
Mr. Lange's life insurance policies.

The mutual claims between Mr. Lange and the Debtors that will
exist on the rejection of the Lange Contracts are:

    Mutual Claims                                          Amount
    -------------                                          ------
    Debtors' claims against Mr. Lange
    repayment of insurance premiums                      $365,850

    Mr. Lange's claims against the Debtors
    (Deferred Compensation)
       * As of the Petition Date                          128,047
       * Within one year after the Petition Date           29,925
       * Additional                                        67,702
       * One year base compensation             45,000 to 171,000


                            About FLYi Inc.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000. (FLYi Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FLYI INC: Walks Away from Dulles Headquarters Lease
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave FLYi,
Inc., and its debtor-affiliates authority to:

   (a) reject a non-residential real property lease for their
       headquarters in Dulles, Virginia, effective as of
       April 30, 2006; and

   (b) enter into a new lease agreement with Loudoun Gateway III,
       L.L.C., as landlord, regarding their continued lease of a
       reduced portion of the property of the Headquarters.

As reported in the Troubled Company Reporter on April 25, 2006,
the Debtors and Loudoun were parties to a lease of approximately
76,982 sq. ft. of rentable space in a building located at 45200
Business Court, Dulles, in Loudoun County, Virginia.  The Debtors
use the leased premises for their headquarters.  The term of the
Original Lease is for 10 years, starting on Dec. 1, 2000.  The
monthly rent is currently $173,193, and subject to annual
increases.

The Debtors determined that they no longer need the space at the
Headquarters Building.

                            New Agreement

Pursuant to the agreement, the Debtors and Loudoun agree that:

   (a) Effective as of April 30, 2006, the Debtors will be deemed
       to have rejected the Original Lease in its entirety.
       Loudoun must file damages claims before May 31, 2006;

   (b) The Debtors may occupy a specific portion of the Building
       under these terms:

          * The Debtor agrees to occupy the Premises, on the same
            terms given in the Original Lease;

          * The Premises will consist of approximately 30% of the
            rentable square footage of the first floor of the
            Building, and the reception area located in Suite 100
            of the Building;

          * The Lease Term will be from May 1, 2006, to April 30,
            2007; and

          * The Debtors will pay Loudoun a $17,500 monthly rent;
            and

   (c) The Agreement will not be assigned without both parties'
       consent, provided that the Debtors may assign their rights
       under the Agreement to any person or entity who assumes
       the Debtors' obligations under the Agreement.

By entering into the Agreement, the Debtors will be able to
continue to perform their wind-down functions at the Headquarters
at a reasonable rent, while avoiding the significant cost of
moving their remaining operations and office equipment to another
location, M. Blake Cleary, at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, asserts.

                            About FLYi Inc.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000. (FLYi Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FOAMEX INTERNATIONAL: Wants to Sell Hamblen Facility for $390,000
-----------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to sell
7.27 acres of real property and facility located in Hamblen
County, Tennessee, for $390,000, to Don Bunch, subject to higher
and better offers.

The Facility was formerly used as a manufacturing facility for the
Debtors' carpet cushion business segment.  In April 2005, the
Debtors ceased operations at the Facility.  Afterwards, the
Debtors utilized the Facility for miscellaneous storage but no
longer utilized it for any operational purpose.

According to Pauline K. Morgan, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the Debtors do not anticipate
any future need of the Facility.

The Debtors initially believed that leasing the Facility to an
adjacent landowner or any other interested party may be a viable
business use.  However, after further investigation, it was
determined that no party was interested in leasing the Facility,
and the Facility's roof has fallen into disrepair.

To lease the Facility, the Debtors would have to undertake repair
measures, estimated at $150,000, to ensure the safety of any
occupants.  In addition, the lowest cost to demolish the Facility
is $187,000.  Accordingly, the Debtors believe that leasing or
demolishing the Facility is not a sensible business option.

Thereafter, the Debtors contacted several area businessmen and
development companies to gauge their interest in purchasing the
Facility.  Don Bunch offered $390,000 for the Facility.  The
Debtors determined that the purchase price offered by Don Bunch
was the best offer available for the sale of the Property.

Pursuant to a Sale Contract, Don Bunch will provide a $20,000
deposit, which will be credited to the purchase price upon the
closing of the sale.

The Facility will be sold on an "as is" basis, without any
representations or warranties other than those subject to the
Sale Contract.

Furthermore, Don Bunch's obligations under the Sale Contract are
not subject to financing contingencies, unperformed due diligence
or any other contingency.

                    About Foamex International

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. 17; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INTERNATIONAL: Wants to Assume Amended Inolex Contract
-------------------------------------------------------------
Foamex International Inc. asks the U.S. Bankruptcy Court for the
District of Delaware's authority to assume the Contract with
Inolex Chemical Company, as amended.

Polyester polyol is one of the fundamental building blocks for
Foamex L.P.'s foam products.  Without it, Foamex L.P.'s
manufacturing operations would grind to a halt, Pauline K.
Morgan, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, says.

Foamex is party to a supply agreement for polyester polyol with
Inolex Chemical.  Pursuant to the Contract, Inolex supplies Foamex
with varying levels of polyester polyol ranging from 60% to 95% of
Foamex's requirements.

Other than Inolex, there are no other approved sources of supply
that can support Foamex's polyester polyol requirement, Ms. Morgan
tells the Court.  Inolex is thus critical to the Debtors' business
and the Contract is essential to the Debtors' successful
reorganization.

After filing for bankruptcy, Inolex informed Foamex that it was
approaching its own financial crisis due, in part, to the
$1,217,304 prepetition debts Foamex owes to Inolex.

Recognizing the difficulties facing Inolex, Foamex agreed to
change its payment terms from "2.75% 25, net-30" to cash before
delivery.  The "2.75% 25, net-30" payment term provides that if
Foamex pays an invoice before the 25th day from the date of
invoice, Foamex receives a 2.75% discount.  However, if Foamex
does not pay before the 25th day, the full amount of the invoice
will be due by the 30th day.

Ms. Morgan asserts that the change in payment terms was necessary
to ensure that Inolex would continue in business until the parties
could negotiate the terms of an Amended Contract and the Contract
could be assumed.

Among other things, the Amendment provides that:

   (a) the payment terms is resumed to 2.75% 25, net-30;

   (b) Inolex will issue a new quarterly rebate to Foamex for the
       balance of 2006, subject to a $115,000 cap on the total
       rebate amount;

   (c) Foamex will have four weeks within which to satisfy its
       $1,217,304 prepetition debt; and

   (d) the Parties will mutually release each other's claims.

Ms. Morgan notes that considering that Foamex purchases
approximately $250,000 to $300,000 of polyester polyol a week, the
change in payment terms will improve Foamex's liquidity position.

Foamex also satisfies the cure and adequate assurance requirements
under Section 365(b)(1) of the Bankruptcy Code since Inolex has
agreed to provide Foamex four weeks within which to cure its
unpaid prepetition amount, Ms. Morgan asserts.

Inolex has conditioned the effectiveness of the Amendment on
Foamex's receipt of Court authorization to assume the Contract.

                    About Foamex International

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. 17; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FRANCISCO RIVERA: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Francisco Javier Baez Rivera
        Martha M. Rodriguez Hernandez
        16 Calle Comercio Num. 16
        Ponce, Puerto Rico 00731

Bankruptcy Case No.: 06-01369

Type of Business: The Debtors filed for chapter 11 protection on
                  February 24, 2003 (Bankr. D. Puerto Rico, Case
                  No. 03-01876), and on October 7, 2004 (Bankr. D.
                  Puerto Rico, Case No. 04-10377).

Chapter 11 Petition Date: May 5, 2006

Court: District of Puerto Rico (Old San Juan)

Judge: Gerardo Carlo Altieri

Debtors' Counsel: Modesto Bigas Mendez, Esq.
                  Bigas & Bigas
                  P.O. Box 7462
                  Ponce, Puerto Rico 00732
                  Tel: (787) 844-1444

Total Assets:   $247,660

Total Debts:  $1,405,013

Debtors' 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Eurobank                         Bank Loan             $482,475
P.O. Box 195447
San Juan, PR 00919-5447

Gualberto Negron Martinez                              $240,252
P.O. Box 915
Villalba, PR 00766-0915

Internal Revenue Service         Trade Debt            $258,918
Mercantile Plaza Office 914
2 Ponce de Leon PDA 27 1/2
San Juan, PR 00918-1693

Banco Popular                    Bank Loan             $114,200

Dawn Food International, Inc.                           $50,000

Departamento Del Trabajo Y                              $24,740
Rec Hum Negociado Seguridad
Empleo

Departamento De Hacienda         Trade Debt             $22,845

Municipio Autonomo De Ponce      Bank Loan              $21,324

Senior Distributor                                      $20,168

Centro Recaudacion                                      $19,952

Helepan Inc.                                            $19,431

RJ Reynolds Tobacco Co.                                 $13,649

Suiza Dairy                                             $12,108

Caribe Bakery Supplies                                  $10,480

Banco Popular                                           $10,000

John P. Miller                                           $6,889


FREEDOM RINGS: Court Confirms First Amended Chapter 11 Plan
-----------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware confirmed Freedom Rings LLC's First Amended
Chapter 11 Plan of Liquidation.  The Court determined that the
plan satisfies the 13 requirements for confirmation pursuant to
Section 1129(a) of the Bankruptcy Code.

                Changes in the Amended Plan

As reported in the Troubled Company Reporter on March 28, 2006,
the Debtor told the Court that along with Krispy Kreme Doughnut
Corp. and the Official Committee of Unsecured Creditors, they have
reached an agreement settling certain disputes regarding the
potential causes of action the Debtor and the Committee may hold
against Krispy Kreme and the validity of Krispy Kreme's unsecured
claim.

Pursuant to the settlement, Krispy Kreme agreed to waive its right
to receive its pro rata distribution of:

    * the distribution fund for general unsecured claims;

    * avoidance action recoveries, and

    * proceeds from the third party deposits on account of Krispy
      Kreme's unsecured claim.

Krispy Kreme, the Debtor related, also agreed to use $200,000 of
the remaining assets to fund the plan administrator expense
reserve.

Under the amended plan, Krispy Kreme, on account of its unsecured
claim, will receive the cash on hand plus proceeds from the sale
of the remaining assets, excluding avoidance action recoveries or
third party deposits, less:

    * the aggregate distributions to holders of allowed
      administrative claims, allowed DIP claim, allowed fee
      claims, allowed priority claims, allowed other priority
      claims, and allowed miscellaneous secured claims;

    * distribution fund for general unsecured claims; and

    * funds transferred to the Plan Administrator Expense Reserve.

Holders of General Unsecured Claims will receive their pro rata
share of the Liquidation Trust Assets less the fees and expenses
of the Liquidation Trust.

                    Terms of the Original Plan

Under the original plan,

    1. Administrative Claims,
    2. Priority Tax Claims,
    3. Fee Claims,
    4. Krispy Kreme's DIP claim, and
    5. Other Priority Claims,

are unimpaired and will be paid in full.

At the option of the Debtor and provided that holders of
miscellaneous secured claims don't elect to bifurcate their claims
under Section 1111(b) of the Bankruptcy Code, holders of
miscellaneous secured claims will receive either:

    (a) return of the collateral securing the claim;

    (b) net proceeds from the disposition of the collateral
        securing the claim, without recourse against the Debtor;
        or

    (c) any treatment agreed between the Debtor and the holder of
        the miscellaneous secured claim.

Prepetition Lenders Contingent Secured Claims will receive no
distribution under the plan.

Holders of Equity Interests will receive no distribution and all
equity instruments will be cancelled on the effective date.

A full text copy of the Debtor's blacklined Amended Disclosure
Statement explaining its Amended Liquidating Chapter 11 Plan is
available for free at http://ResearchArchives.com/t/s?6f1

                       About Freedom Rings

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  The Debtor
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. D. Del. Case No. 05-14268).
M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its restructuring efforts.  Bradford J.
Sandler, Esq., and Jonathan M. Stemerman, Esq., at Adelman Lavine
Gold and Levin, PC provide the Official Committee of Unsecured
Creditors with legal advice.  When the Debtor filed for protection
from its creditors, it estimated $10 million to $50 million in
assets and debts.


GENERAL MOTORS: Moody's Puts B3 Rating on Senior Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service placed the B3 senior unsecured rating of
General Motors Corporation under review for possible downgrade,
and affirmed the company's Corporate Family Rating at B3.  The
rating actions are in response to the company's disclosure that it
is pursuing various options to replace or amend its existing $5.6
billion bank credit facility, and that these options could result
in providing its bank lenders with a security interest in certain
GM assets.  GM anticipates that any credit facility replacement or
amendment will be completed by the end of the second quarter or
early in the third quarter.

Moody's said that granting security to bank lenders will likely be
necessary to ensure GM's access to a credit facility.
Nevertheless, the rating agency believes that ensuring this access
would provide valuable support to GM's liquidity position, which
currently benefits from $21.6 billion in cash and Short-term VEBA
balances, and would be a constructive step.

Consequently, GM's Corporate Family Rating is affirmed at the
current level of B3/Negative outlook.  However, the provision of
security to bank lenders could erode the expected recovery in the
event of default for unsecured creditors.  This potential erosion
is the basis for the review for possible downgrade of the B3
unsecured rating.

The Ba1 long-term rating of General Motors Acceptance Corporation
and the Baa3 long-term and Prime-3 short-term ratings of
Residential Capital Corporation are unaffected by this action, and
remain under review for possible downgrade.

The key consideration in Moody's review of GM's unsecured rating
will be whether or not the company grants a security interest to
its bank lenders.  If security is granted, the review will focus
on the size of the secured bank facility, the realizable value of
the security, and the resulting erosion in the expected loss
content of unsecured obligations.

Moody's currently anticipates that if GM were to grant security to
a bank facility approximating the size of its existing $5.6
billion line of credit, any down-notching of the unsecured rating,
if determined to be necessary, would likely be no more than one
notch below the Corporate Family Rating.

Notwithstanding GM's ultimate decision with respect to providing
security to bank lenders and the resulting outcome of the current
review of the unsecured rating, both the B3 Corporate Family
rating, as well as the unsecured rating, remain vulnerable to a
considerable ongoing business risks. These risks include:

   * any potential cash contribution that may be necessary to
     resolve the Delphi reorganization,
   * the need to complete the GMAC sale,
   * achieving adequate acceptance of its hourly early retirement
     offers,
   * the ongoing pressure on its North American share position,
   * rising fuel prices,
   * the potential for a protracted UAW strike at Delphi.

The rating agency anticipates that the members of the UAW will
vote to authorize a strike at Delphi as part of the continuing
negotiations between Delphi, the union and GM.  However, the
declaration of a UAW strike or the initiation of any work stoppage
at Delphi would likely result in a review for possible downgrade
of GM's Corporate Family Rating and its unsecured ratings.

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest automotive manufacturer.


GLOBAL HOME: Selling Burnes Units' Assets for $37.3 Million
-----------------------------------------------------------
Global Home Products, LLC, and its debtor-affiliates want to sell
substantially all of the assets of these debtor-affiliates to C.R.
Gibson, Inc., for approximately $37.3 million:

   * Burnes Acquisition, Inc.,
   * Intercraft Company,
   * Burnes Puerto Rico, Inc.,
   * Picture LLC,
   * Burnes Operating Company LLC.

The proposed sale will also include the assets of these non-debtor
affiliates:

   * Intercraft Brunes, S.de R.L. de C.V.; and
   * 690629 BC Ltd.

The Burnes Group Debtors design and sell ready-made picture
frames, photo albums, scrapbooks and related home accessories.
The Burnes Group Debtors are not profitable under its current
capital structure.  The Burnes Group Debtors increasingly lack
sufficient cash flow or financing to enable them to obtain the
products that they need to complete sale to their customers.
Supplier and customer uncertainty with the Burnes Group Debtors is
intensifying.  More and more vendors are threatening to attempt to
sell directly to Burnes' customers.  Personal retention
difficulties are also amplifying.  The Debtors say that the Burnes
Group Debtors will be unable to continue their business as a going
concern beyond a short period of time.

With the help of Houlihan Lokey Howard & Zukin Capita, Inc., the
Debtors inked an asset purchase agreement with C.R. Gibson.  The
Asset Purchase Agreement provides, among other things:

   * Consideration: $33.55 million, plus an additional of up to
     $3.75 million for new inventory paid for by the Burnes Group
     Debtors.  The price is subject to certain adjustments.
     $2 million of the total consideration will be paid in
     promissory note payable November 30, 2006.

   * Assumption of Liabilities.  Some of the Burnes Group Debtors'
     debts will be assumed.

   * Contracts and Leases.  Some of Burnes Group Debtors'
     executory contracts and leases will be assumed and assigned
     to the buyer.

The sale is subject to higher and better offers.

Headquartered in Westerville, Ohio, Global Home Products, LLC --
http://www.anchorhocking.com/and http://www.burnesgroup.com/--
sells houseware and home products and manufactures high quality
glass products for consumers and the food services industry.
The company also designs and markets photo frames, photo albums
and related home decor products.  The company and 16 of its
affiliates filed for Chapter 11 protection on Apr. 10, 2006
(Bankr. D. Del. Case No. 06-10340).  Laura Davis Jones, Esq.,
Bruce Grohsgal, Esq., James E. O'Neill, Esq., and Sandra G.M.
Selzer, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP, represent the Debtors.  When the company filed
for protection from their creditors, they estimated assets
between $50 million and $100 million and debts of more than
$100 million.


GLOBAL HOME: Will Auction Burnes Units' Assets on May 22
-------------------------------------------------------
Global Home Products, LLC, and its debtor-affiliates will auction
off on May 22, 2006, 12:00 noon Eastern Time, substantially all of
the assets of these debtor-affiliates:

   * Burnes Acquisition, Inc.,
   * Intercraft Company,
   * Burnes Puerto Rico, Inc.,
   * Picture LLC,
   * Burnes Operating Company LLC.

The auction will also include the assets of these non-debtor
affiliates:

   * Intercraft Brunes, S.de R.L. de C.V.; and
   * 690629 BC Ltd.

The Auction will be held at the offices of:

   Pachulski Stang Ziehl Young Jones & Weintraub LLP
   919 North Market Street, 17th Floor,
   Wilmington, Delaware, 19899

C.R. Gibson, Inc., is the stalking horse bidder with a with a
$37.3 million bid.

Interested bidders must offer at least $39.05 million in their
initial bid.  Subsequent bids should be in increments of not less
than $100,000.  A proposal for a competing bid must be in writing
and submitted as an asset purchase agreement on or before 5:00
p.m., Eastern Time, on May 18, 2006.  Interested bidders must also
provide an earnest money cash deposit of not less than $2 million.
Competing bids must be delivered to:

   a. Debtors:

      Raymond Wechsler
      Interim Chief Executive Officer
      Randal Rombeiro
      Chief Financial Officer
      Global Home Products, LLC
      550 Polaris Parkway, Suite 500
      Westerville, Ohio 43082

   b. Debtors' counsel:

      Laura Davis Jones, Esq.
      Pachulski Stang Ziehl Young Jones & Weintraub LLP
      919 North Market Street, 17th Floor,
      Wilmington, Delaware, 19899

   c. Debtors' investment bankers:

      Adam L. Dunayer
      Houlihan Lokey Howard & Zukin Capital, Inc.
      200 Crescent Court, Suite 1900
      Dallas, Texas 75201

   d. counsel to the Official Committee of Unsecured Creditors:

      Sharon L. Levine, Esq.,
      Lowenstein Sandler PC
      65 Livingston Avenue
      Roseland, New Jersey 07068

   e. counsel to Wachovia Bank, National Association:

      Jonathan N. Helfat, Esq.
      Otterbourg, Steindler, Houston & Rosen, P.C.
      230 Park Avenue
      New York, New York 10169

   f. counsel to Madeline L.L.C.:

      Jesse H. Austin, III, Esq.
      Paul, Hastings, Janofsky & Walker, LLP
      600 Peachtree Street, N.W. Suite 2400,
      Atlanta, Georgia 30308

   g. counsel to Global Homes Products Investors LLC:

      Michael L. Coyle, Esq.
      Sophie S. Kim, Esq.
      Schultz, Roth & Zabel LLP
      919 Third Avenue
      New York, New York 10022

   h. counsel to C.R. Gibson:

      Timothy K. Corley, P.C.
      2815 Darby Drive, P.O. Box 1168
      Florence Alabama 35631

            -- and --

      Douglas Bacon, Esq.
      Latham & Watkins, LLP
      Sears Tower, Suit 5800
      233 South Wacker Drive
      Chicago, Illinois 60606

If another bidder wins the auction, the Debtors will pay C.R.
Gibson a $1 million break-up fee and reimburse C.R. Gibson for up
to $250,000 of expenses related to the due diligence conducted
during the sale negotiations.  The Court rules that the $1.25
million payment to C.R. Gibson will have a superpriority
administrative expense claim status and must be paid before anyone
else's claims, except for Perot System's.

The Court will conduct a hearing on May 23, 2006, at 11:00 a.m.,
to consider approval of the sale of the assets to the winning
bidder.  Parties-in-interest have until May 18, 2006, at 4:00
p.m., to object to the sale.

Headquartered in Westerville, Ohio, Global Home Products, LLC --
http://www.anchorhocking.com/and http://www.burnesgroup.com/--
sells houseware and home products and manufactures high quality
glass products for consumers and the food services industry.
The company also designs and markets photo frames, photo albums
and related home decor products.  The company and 16 of its
affiliates filed for Chapter 11 protection on Apr. 10, 2006
(Bankr. D. Del. Case No. 06-10340).  Laura Davis Jones, Esq.,
Bruce Grohsgal, Esq., James E. O'Neill, Esq., and Sandra G.M.
Selzer, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP, represent the Debtors.  When the company filed
for protection from their creditors, they estimated assets
between $50 million and $100 million and debts of more than
$100 million.


GMAC MORTGAGE: Fitch Affirms Class B-1 & B-2 Certs.' Low-B Ratings
------------------------------------------------------------------
Fitch affirms these GMAC Mortgage Corporation home equity issue:

  Series 2004-J1:

     -- Class A affirmed at 'AAA'
     -- Class M-1 affirmed at 'AA'
     -- Class M-2 affirmed at 'A'
     -- Class M-3 affirmed at 'BBB'
     -- Class B-1 affirmed at 'BB'
     -- Class B-2 affirmed at 'B'

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations and affect approximately
$248.75 billion of outstanding certificates.

All of the mortgage loans in the aforementioned transaction
consist of 30-year fixed-rate mortgages extended to prime
borrowers and are secured by first liens on one- to four-family
residential properties.  As of the April 2006 distribution date,
the pool factor (current principal balance as a percentage of
original) is 62% and the cumulative loss to date as a percentage
of the pool's initial balance is 0%.  The number of loans more
than 60 days delinquent as a percentage of the current pool
balance is 0.30%.  This transaction is serviced by GMAC Mortgage
Corporation, which is rated 'PRS1' by Fitch.


HEARTLAND PARTNERS: Receives Delisting Notice from Amex
-------------------------------------------------------
Heartland Partners, LP, received a letter from the American Stock
Exchange notifying Heartland that its units will be delisted
because Heartland is no longer in compliance with Section
1003(a)(iv) of the Amex Company Guide, which provides that the
Amex will normally consider suspending securities of a company
which has sustained losses which are so substantial in relation to
its overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears
questionable, in the opinion of the Amex, as to whether such
company will be able to continue operations and/or meet its
obligations as they mature.

Headquartered in Chicago, Illinois, Heartland Partners, LP,
(Amex: HTL) is a based real estate limited partnership with
properties, primarily in the upper Midwest and northern United
States.  CMC Heartland is a subsidiary of Heartland Partners, L.P.
and is the successor to the Milwaukee Road Railroad, founded in
1847.  The company and four of its affiliates filed for chapter 11
protection on Apr. 28, 2006 (Bankr. N.D. Ill. Case No. 06-04764).
Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, represents the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' chapter 11
cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $4,375,000 and total debts
of $3,951,000.  The Debtors' consolidated list of 20 largest
unsecured creditors however showed more than $30 million in
environmental litigation claims.


HOUGHTON MIFFLIN: S&P Assigns CCC+ Rating to $300 Million Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Houghton Mifflin LLC, ultimate holding company
of HM Publishing Corp. and Houghton Mifflin Co.  At the same time,
Standard & Poor's assigned its 'CCC+' rating to Houghton Mifflin
LLC's Rule 144A offering of $300 million in floating-rate senior
pay-in-kind notes due 2011.

Standard & Poor's also lowered its debt ratings on holding company
HM Publishing Corp. and operating company Houghton Mifflin Co.,
reflecting the increase in financial risk resulting from the
transaction.

The rating outlook is negative.  The Boston-based educational
publisher has pro forma total debt of $1.6 billion as of March 31,
2006.

Issue proceeds will be used to pay a special dividend to Houghton
Mifflin LLC's common stockholders:

   * Thomas H. Lee Partners L.P.;
   * Bain Capital Partners LLC; and
   * The Blackstone Group.

The payment follows a similar, $150 million dividend paid in 2003.

"Ratings consider the company's high financial risk resulting from
its $1.66 billion leveraged acquisition and somewhat cyclical
profitability," said Standard & Poor's credit analyst Hal F.
Diamond.

Houghton Mifflin is the fourth-largest U.S. educational publisher,
with long-standing, solid market shares in elementary and
secondary school publishing.


INCO LTD: Teck Cominco Proposes Cash & Stock Merger Transaction
---------------------------------------------------------------
Teck Cominco Limited will make a C$17.8 billion cash and share
offer to acquire all of the outstanding shares of Inco Limited,
conditioned on Inco not completing its announced takeover bid for
Falconbridge Ltd.

Inco shareholders will receive C$78.50 per common share in cash or
shares: C$28.00 in cash and 0.6293 of a Teck Class B subordinate
voting share at full pro ration.  The business combination, with a
pro forma enterprise value of approximately C$35 billion, will
create a broadly diversified Canadian-based mining company with
market-leading positions in zinc, nickel and metallurgical coal
and a significant presence in copper, gold and other commodities.
The offer represents a premium of 27.8% and 20.1% to the 30-day
volume weighted average price and closing price of Inco common
shares on the Toronto Stock Exchange as at May 5, 2006.

Teck Cominco President and Chief Executive Officer, Donald R.
Lindsay said: "This combination of two great mining companies will
create a Canadian powerhouse on the world stage, with the
financial strength and management skills necessary to capitalize
on its existing portfolio of long-life, low- cost operations and
its unique portfolio of world-class development projects.  Those
same strengths will also enable the new Teck Cominco to compete
for and develop the world's next generation of great mining
assets."

New Teck Cominco will be:

   -- the world's leading zinc miner;

   -- the world's second largest nickel miner;

   -- through its interest in Elk Valley Coal, the world's second
      largest producer of seaborne hard coking coal;

   -- the world's largest indium producer;

   -- an important producer of copper, gold, silver, platinum,
      palladium, cobalt and molybdenum and specialty metals;

   -- a meaningful participant in the Canadian oil sands.

Mr. Lindsay said: "We expect the new Teck Cominco's cash flow
generation potential to provide substantial internal funding for
development of its complementary growth assets.  We will be
combining two strong management teams.  They will lead the
integration of the combined company's global workforce.  We will
work closely with Inco's joint venture partners, in particular at
PT Inco and Goro, as well as with aboriginal communities,
government officials and other stakeholders to realize the
benefits of this transaction."

Dr. Norman B. Keevil, Teck Cominco's Chairman, said: "Over the
years, Teck Cominco has grown by executing sound strategic
transactions that have built significant shareholder value.  The
company that will be created by this transaction makes our vision
of creating a Canadian-based, leading global mining company a
reality."

Under the terms of the offer, Inco shareholders will have the
right to elect to receive C$78.50 in cash or 0.9776 of a Teck
Cominco Class B subordinate voting share plus C$0.05 for each Inco
share, subject to pro ration based upon the maximum amount of cash
and Teck Cominco Class B subordinate voting shares offered.  The
maximum amount of cash that Teck Cominco will pay pursuant to the
offer is C$6.36 billion and the maximum number of Teck Cominco
Class B subordinate voting shares that Teck Cominco will issue
pursuant to the offer is approximately 143 million.  Assuming full
pro ration of these maximum amounts, this would result in C$28.00
cash and 0.6293 of a Teck Cominco Class B subordinate voting share
per Inco common share.

Teck Cominco has been considering the possible combination of Teck
Cominco and Inco for some time.  Last year, before the proposed
Inco/Falconbridge transaction was announced, Teck Cominco had
discussions and correspondence with Inco in which Teck Cominco
proposed a combination of Teck Cominco and Inco on a basis that
would see Inco shareholders receive a premium for their shares.
Those discussions did not come to fruition.  In October, Inco
announced its takeover bid for, and support agreement with,
Falconbridge.  Teck Cominco owns approximately 8.9 million Inco
common shares, including 5.1 million shares pledged as security
for Teck Cominco's outstanding Inco exchangeable debentures due
2021.

Mr. Lindsay said: "Our offer presents an attractive opportunity
for Inco's shareholders in comparison to the Inco/Falconbridge
transaction.  Market sentiment indicates that the price required
to ultimately acquire Falconbridge may be materially higher than
the current Inco bid.  Under our offer, Inco shareholders will
receive a significant premium for their Inco shares, rather than
seeing their company pay a premium to acquire Falconbridge.  They
will also benefit from an opportunity to participate in a large,
diversified company with a strong balance sheet, enhanced
dividend yield and outstanding growth potential.  We are
initially targeting administrative and operating synergies of
over C$150 million annually, and will aim for more after we
achieve that.  As well, Teck Cominco's patented CESL
hydrometallurgical technology has the potential to produce
significant additional synergies at Inco's operations."

Mr. Lindsay added that: "For Teck Cominco shareholders, this
transaction is expected to be accretive to earnings and cash flow
per share, and should create substantial long-term shareholder
value through increased scale, diversification and growth."

Teck Cominco will finance the cash portion of the offer using its
substantial cash resources and an underwritten bridge facility.

Full details of the offer will be included in a formal offer and
takeover bid circular to be mailed to Inco shareholders in
accordance with applicable securities laws.  Teck Cominco intends
to apply to the NYSE for a listing of Teck Cominco's Class B
subordinate voting shares.  This listing is expected to be
effective prior to completion of the transaction.  Teck Cominco
will formally request a list of Inco's shareholders today and
will mail the takeover bid documents to Inco shareholders as soon
as possible.  The offer will be open for acceptance for at least
60 days following the date of the mailing.

Teck Cominco's financial advisors are BMO Nesbitt Burns Inc. and
Merrill Lynch Canada Inc. Its legal advisors are Lang Michener LLP
in Canada and Paul, Weiss, Rifkind, Wharton & Garrison LLP in the
United States.

                       About Teck Cominco

Teck Cominco Limited's Red Dog mine in Alaska holds one of the
world's largest zinc reserves.  The company also owns or has
interests in a number of mines located in Canada and Peru. Teck
Cominco also mines gold, coal, and copper.  In 2003 it traded its
metallurgical coal interests and $150 million for a stake in the
newly formed Fording Canadian Coal Trust.  Teck Cominco holds
about 40% of the Elk Valley Coal partnership, with the trust
controlling the remainder, and manages its operations.

                           About Inco

Inco Limited is the world's #2 producer of nickel, which is used
primarily for manufacturing stainless steel and batteries.  Inco
also mines and processes copper, gold, cobalt, and platinum group
metals.  It makes nickel battery materials and nickel foams,
flakes, and powders for use in catalysts, electronics, and paints.
Sulphuric acid and liquid sulphur dioxide are produced as
byproducts.  The company's primary mining and processing
operations are in Canada, Indonesia, and the UK.

                         *     *     *

Standard & Poor's Ratings Services placed its 'BB+' rating on
Inco's US$250 million subordinated convertible debentures in March
2003.


INCO LTD: European Commission to Object to Falconbridge Merger
--------------------------------------------------------------
Falconbridge Limited and Inco Limited received reports that the
European Commission will be issuing its Statement of Objections
shortly regarding their pending merger.  In 2005 Inco announced
the acquisition of Canadian nickel and copper mining giant
Falconbridge Limited.  The merger will make Inco the world's
largest nickel producer.

The companies have been discussing with the EC the competitive
concerns they have identified and which they expect will be in the
SO.  They will be submitting their responses to the SO in the time
provided for in this process.  Inco and Falconbridge also plan to
submit a remedy intended to address the competitive concerns of
the EC.  They look forward to continuing to work with the EC as
they move through their second phase process.  This element of the
process is one of the standard steps leading to a decision by July
12th, 2006.

The companies continue to have constructive discussions with the
U.S. Department of Justice in anticipation of approval.

The Companies continue to believe there is a strong value
proposition in the Inco and Falconbridge transaction and the
companies are determined to complete it in accordance with the
existing agreement.

"Our agreement with Inco is an excellent transaction and offers
compelling value to shareholders of both our companies, with the
potential for a re-rating in the capital markets," said Derek
Pannell, Falconbridge's Chief Executive Officer.  "The transaction
would result in the creation of the world's number one nickel
producer and a leading copper producer.  Furthermore, it would
have a portfolio of world-class growth projects."

"We are surprised that Teck Cominco has taken this step to
interfere in our transaction and will review the implications of
what they have done," added Mr. Pannell.

Inco and Falconbridge have conservatively estimated synergies
stemming from their transaction of at least US$350 million per
year, based on lower commodity prices prevailing in 2005.  The
estimated synergies were the result of a rigorous review by the
companies' respective teams and derived from in-depth discussions
and analysis.  The companies believe they are better equipped than
any other party to achieve significant operating and other
synergies, especially given Falconbridge's recent experience at
merging companies.

                       About Falconbridge

Headquartered in Toronto, Ontario, Falconbridge Limited --
http://www.falconbridge.com/-- produces nickel products.  The
Company owns nickel mines in Canada and the Dominican Republic and
operates a refinery and sulfuric acid plant in Norway.   It is
also a major producer of copper (38% of sales) through its Kidd
mine in Canada and its stake in Chile's Collahuasi mine and Lomas
Bayas mine.  Its other products include cobalt, platinum group
metals, and zinc.

                           About Inco

Inco Limited is the world's #2 producer of nickel, which is used
primarily for manufacturing stainless steel and batteries.  Inco
also mines and processes copper, gold, cobalt, and platinum group
metals.  It makes nickel battery materials and nickel foams,
flakes, and powders for use in catalysts, electronics, and paints.
Sulphuric acid and liquid sulphur dioxide are produced as
byproducts.  The company's primary mining and processing
operations are in Canada, Indonesia, and the UK.


                         *     *     *

Standard & Poor's Ratings Services placed its 'BB+' rating on
Inco's US$250 million subordinated convertible debentures in March
2003.


INTERVISUAL BOOKS: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Intervisual Books Inc.
        aka Piggy Toes Press
        9800 La Cienega Boulevard, Suite 800
        Inglewood, California 90301

Bankruptcy Case No.: 06-11853

Type of Business: The Debtor is an international publisher and
                  packager of pop-up books, novelty and
                  educational children's books, and playsets.
                  See http://intervisualbooks.com

Chapter 11 Petition Date: May 8, 2006

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Ron Bender, Esq.
                  Levene, Neale, Bender, Rankin & Brill LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, California 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's XX Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Excel Printing Company                  $1,530,388
Room 1001-1003 10th Floor
Wingon House
71 Des Voeux Road Central
Central Hong Kong

SNG Excel (Thailand) Co., Ltd.            $889,607
149/1-10 St. Louis Square Building
3rd Fllor
Trok Chan Sapan 3, Chan Road Tung
Wat Don Sathom
Bangkok, Thailand 10120

Cheong Group Ltd.                         $291,837
Flat B, 19th Floor, Hop Lung Factory
1 Mong Lung Street
Shaukeiwan, Hong Kong

Hung Hing Offset Printing Co.             $253,319
17-19 Dai Hei Street
Tai Po Ind. Est. N.T.
Hong Kong

Best Tri Colour Printing & Packaging      $181,971

Bestview Complex Ltd.                     $141,525

Hua Yang Printing Co. Ltd.                $140,465

Ware Pak Inc.                             $120,891

American Express                           $72,228

Tin Cup Press Inc.                         $62,043

Rettore A.S.                               $49,226

Crystal Asia Network Ltd.                  $44,763

9800 La Cienega, LLC                       $43,251

The Bright Agency Ltd.                     $35,700

Betty Ann Schwartz                         $35,325

Tritech Technology Ltd.                    $34,480

Key Equipment Finance                      $32,472

Lazare Potter Giacovas & Kranjac           $27,572

Clear Freight                              $27,122


KINETIC CONCEPTS: Annual Stockholders' Meeting Set for May 23
-------------------------------------------------------------
Kinetic Concepts, Inc., will hold its Annual Meeting of
Stockholders at 8:30 a.m., on May 23, 2006, at the San Antonio
Marriott Hotel Northwest, 3233 N.W. Loop 410, in San Antonio,
Texas.

Only stockholders of record of the Company's common stock at the
close of business on April 24, 2006, are entitled to notice and
vote at the meeting.

During the meeting, stockholders will be asked to:

   -- elect one Class A director for a two-year term and three
      Class B directors for a three-year term;

   -- ratify the selection of Ernst & Young LLP as the Company's
      independent auditors for the fiscal year ending
      Dec. 31, 2006; and

   -- transact other business as may properly come before the
      meeting.

A full-text copy of the Preliminary Proxy Statement for the 2006
annual stockholders' meeting is available for free at:

                http://researcharchives.com/t/s?8b8

Kinetic Concepts, Inc. -- http://www.kci1.com/-- designs,
manufactures, markets and provides a wide range of proprietary
products that can improve clinical outcomes while helping to
reduce the overall cost of patient care.

                         *     *     *

As reported in the Troubled Company Reporter on April 20, 2005,
Moody's Investors Service upgraded these ratings of Kinetic
Concepts, Inc.:

   * Guaranteed senior secured revolving credit facility due 2009,
     upgraded to Ba3 from B1

   * Guaranteed senior secured term loan B due 2010, upgraded to
     Ba3 from B1

   * Guaranteed unsecured subordinated notes due 2013, upgraded to
     B2 from B3

   * Senior implied rating, upgraded to Ba3 from B1

   * Senior unsecured issuer rating, upgraded to B1 from B2

The ratings outlook was also changed from stable to positive.

As reported in the Troubled Company Reporter on Mar. 16, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on medical device manufacturer and hospital supplier
Kinetic Concepts Inc. to 'BB' from 'BB-'.  At the same time,
Standard & Poor's raised its rating on the senior secured credit
facility and raised its rating on KCI's senior subordinated debt.
The outlook remains stable.


LARRY'S MARKETS: Files for Chapter 11 Protection in Washington
--------------------------------------------------------------
Kirkland-based Larry's Markets reported that the company is in
discussions with a number of interested parties regarding the sale
of the company.  In order to allow time for these discussions to
be successfully completed, the company filed for chapter 11
protection in the U.S. Bankruptcy Court for the Western District
of Washington on May 7, 2006.

"There are several interested parties with whom we are talking,"
said Larry's Chief Executive Officer Mark McKinney.  "They
appreciate the strong position Larry's has in the Puget Sound
area, our loyal customer base, our exceptional employees and the
innovative things we've accomplished throughout our history.

"The Chapter 11 filing allows for continued operations and the
time to successfully continue and complete the discussions
regarding the sale of our stores.  It is a difficult personal step
to take, but one we feel is the best option," Mr. McKinney said.
"We expect the sale process to be completed in the next 90 to 120
days.  In the meantime, it's business as usual at Larry's Markets.
Our customers can depend on the same quality, service and choices
that have always existed at Larry's," he said.

McKinney said the company has been operating under challenging
conditions including heavy debt obligations and an increasingly
competitive marketplace.

"Our plan is to sell our stores and preserve the employment of our
employees and our service to our customers in a seamless
transition," said Mr. McKinney.

Larry's Markets has approximately 550 employees and operates
stores in Redmond, Bellevue, Kirkland, Tukwila and two in Seattle
-- Queen Anne Marketplace and Oak Tree Plaza.


LARRY'S MARKETS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Larry's Markets, Inc.
        11321 Northeast 120th Street, Building W
        Kirkland, Washington 98034

Bankruptcy Case No.: 06-11378

Type of Business: The Debtor operates several supermarkets
                  and department stores in the U.S. Northwest.
                  See http://www.larrysmarkets.com

Chapter 11 Petition Date: May 7, 2006

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsel: Armand J. Kornfeld, Esq.
                  Bush Strout & Kornfeld
                  601 Union Street, Suite 5500
                  Seattle, Washington 98101-2373
                  Tel: (206) 292-2110
                  Fax: (206) 292-2104

Total Assets: $12,574,695

Total Debts:  $21,489,800

Debtor's 20 largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sysco Food Service of Seattle                          $383,148
P.O. Box 84907
Seattle, WA 98124

Mountain Peoples Northwest                             $336,143
United Natural Foods Inc.
File 30362
San Francisco, CA 94160

Service Paper Co.                                      $300,708
P.O. Box 94221
Seattle, WA 98124-6521

State of Washington              Excise Tax            $258,450
Department of Revenue
P.O. Box 34053
Seattle, WA 98124-1053

Draper Valley Farms                                    $245,576

Newport Seafoods, Inc.                                 $121,040

The News Group Fife                                    $119,456

Interbay Food Company                                  $118,766

King County Treasury             Real Estate Tax       $113,632

Crown Pacific                                           $92,822

The Peterson Co.                                        $88,084

Coca-Cola Enterprises                                   $83,327

Rosella's Fruit & Produce Co.                           $78,369

Columbia Dist. Of Seattle LLC                           $70,345

DPI NW                                                  $68,922

Merlino Fine Foods                                      $68,803

Lake Union Wholesale Florist                            $64,847

Charlie's Produce Inc.                                  $60,359

Dawn Food Products Inc.                                 $56,397

Department of Treasury           Corporate Income       $53,596
Internal Revenue                 Tax Deferred Payment


LEVITZ HOME: Lessor Can Collect Unpaid Rent from PLVTZ LLC
----------------------------------------------------------
Route 4-Main Street, L.L.C., and 41 Grand Avenue, L.L.C., as
landlords, and Levitz Home Furnishings, Inc., and its debtor-
affiliates, as tenant, are parties to:

   (a) an agreement dated July 11, 1955, as amended, for the
       premises consisting of the land and improvements located
       at 1025-1077 Main Street and designated as Lots 2.01, 3,
       3.01 and 4.01 in Block 1404 and Lot 1 and 6 in Block 1405
       on the current Tax Map of the Borough of River Edge, New
       Jersey;

   (b) an agreement dated November 20, 1996, pursuant to which
       the Landlords are granted the exclusive right and
       privilege to use 15 exterior parking spaces in the Parking
       Lot; and

   (c) a letter agreement dated March 21, 2005, which among other
       things, grants the Debtors a license to advertise on the
       billboard sign located on the boundary of the parking lot.

Mark J. Politan, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Hackensack, New Jersey, relates that the parties
executed an Assumption and Modification of the Ground Lease and
License Agreement on Nov. 4, 2004, in connection with the
bankruptcy cases of Bruenners Home Furnishings, Corp., et al.,
pursuant to which the Ground Lease and License Agreement were
assumed and assigned to the Debtors, with certain modifications
being made to both the Ground Lease and the License Agreement.

Mr. Politan notes that pursuant to the sale of the Debtors'
assets, PLVTZ, LLC, and The Pride Capital Group, LLC, doing-
business-as Great American Group, as purchasers, agreed to assume
certain liabilities of the Debtors, including those arising under
the Agreements.

The Debtors and the Purchasers owe the Landlords:

   -- rent and real estate taxes due for March 2006, inclusive of
      late fees, totaling $44,140; and

   -- postpetition October 2005 Rent totaling $28,478.

The Landlords ask the U.S. Bankruptcy Court for the Southern
District of New York to compel the Debtors and the Purchasers to
pay $72,618, plus all other charges due under the Agreements,
including reasonable attorney's fees and costs.

In response, Judge Lifland rules that:

    (a) PLVTZ, LLC, and The Pride Capital Group, LLC, doing
        business as Great American Group -- as purchasers of the
        Debtors' assets -- will pay $28,478 to Route 4-Main
        Street, L.L.C., and 41 Grand Avenue, L.L.C., for
        postpetition October 2005 Rent;

    (b) The Landlords will not seek attorney's fees and costs
        related to their request to compel payment;

    (c) In the event that the Leases are not rejected before
        May 1, 2006, then on or before May 5, the Purchasers will
        make timely payment of:

        -- rents due for the period from May 1 to the date of the
           rejection, given the Leases are ultimately rejected; or

        -- rents due for the entire month of May, if the Leases
           are ultimately assumed.

    (d) If the Purchasers fail to make the rent payments, the
        Purchasers will pay the Landlords' reasonable attorney's
        fees and costs related to the request to compel payment,
        and to any subsequent request filed by the Landlords.

                        About Levitz Home

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


LEVITZ HOME: Crown Sets Eyes on Excess Rent from Unitary Landlord
-----------------------------------------------------------------
Crown Glendale Associates, LLC, and Crown Northridge Associates,
LLC, asks the U.S. Bankruptcy Court for the Southern District of
New York to:

    (i) vacate the automatic stay to permit Crown to seek to
        enforce its rights under and terminate its primary leases
        with HL Glendale, L.L.C., and HL Northridge, L.L.C. -- the
        Unitary Landlord; and

   (ii) compel PLVTZ, LLC, and The Pride Capital Group, LLC, doing
        business as Great American Group -- the Purchaser -- as
        owner of certain designation rights of a certain sublease
        between:

           (a) HL Glendale and one or more of the Debtors, and
           (b) HL Northridge and one or more of the Debtors,

        to pay all rent directly to Crown, in lieu of payment to
        the Unitary Landlord, and provide to Crown evidence of all
        rent payments and any other consideration made by the
        Debtors to the Unitary Landlord.

Crown Glendale, own real property located at:

    (a) 314 N. Central Avenue, Glendale, California, leased the
        Glendale Property to HL Glendale pursuant to a lease dated
        February 1, 2002; and

    (b) 9301 Tampa Avenue, Northridge, California, leased the
        Northridge Property to HL Northridge pursuant to a lease
        dated February 1, 2002.

In 2002, HL Glendale and HL Northridge each subleased the Glendale
Property and the Northridge Property to one or more of
the Debtors pursuant to certain subleases.

Crown's Leases with the Unitary Landlord each require that in the
event that the Unitary Landlord subleases the Properties to a
third party, then the Unitary Landlord is required to deliver to
Crown, in addition to the rent provided for under the Leases, all
rent under those subleases which exceeds that which the Unitary
Landlord is obligated to pay Crown under the Leases.

                            Excess Rent

After secreting a copy of the Unitary Lease from Crown Glendale
Associates, LLC, and Crown Northridge Associates, LLC, for more
than a year, HL Glendale, L.L.C., and HL Northridge, L.L.C. --
the Unitary Landlord -- now admit that:

    (i) the excess rent for the Glendale Property is $7,000 per
        month;

   (ii) the excess rent for the Northridge Property is $10,062 per
        month; and

  (iii) since Crown became the owner of the Glendale Property and
        the Northridge Property in December 2004, the Unitary
        Landlord had not paid any excess rent whatsoever to
        Crown.

Thus, for the period between January 2005, to April 2006, the
Unitary Landlord converted from Crown more than $273,000 in
excess rent with respect to the Leases, Robert A. Abrams, Esq.,
at Katsky Korins LLP, in New York, tells the Court.

Crown seeks to terminate the automatic stay to enforce its rights
under the Leases, including its right to terminate the Leases, as
a result of the Unitary Landlord's non-payment and fraudulent
conduct.

Mr. Abrams argues that unless the Court directs the Unitary
Landlord to pay Crown all excess rent due and owing under the
Leases, Crown cannot, and will not, be adequately protected.

Exclusive of excess rent due and owing from the Unitary Landlord
to Crown for the period before February 2006, excess rent for the
Leases for the months of February, March and April 2006 aggregate
$51,187, and only $18,000 remain in escrow as adequate protection
for the Glendale Lease, Mr. Abrams relates.

Accordingly, Crown asks the Court to compel:

    (1) the immediate release of the $18,000 deposited as adequate
        protection for the Glendale Lease;

    (2) the immediate payment of the $33,187 balance of excess
        rent for the February, March and April 2006 period
        with respect to the Glendale Property and the Northridge
        Property;

    (3) the Unitary Landlord to pay all excess rents for May 2006
        onwards, or in the alternative, compel the Debtors or
        PLVTZ, LLC, to remit all rent with regard to the Glendale
        Property and the Northridge Property directly to Crown.

Moreover, Crown asks the Court to vacate the automatic stay to
allow it to enforce its rights under the Leases, including its
right to terminate the Leases.

                     Unitary Landlord Objects

David Neier, Esq., at Winston & Strawn LLP, in New York points
out that Crown's assertion that the Unitary Landlord has conceded
that certain amounts have been paid as "Excess Rent" with respect
to each of the Leases is a blatant lie.

"The Unitary Landlord has consistently maintained that there is
no 'Excess Rent' for either of the Crown Leases, a fact which is
borne out by a simple reading of the Unitary Leases," Mr. Neier
asserts.  "No amount of yearning for a different result or
prevaricating by Crown will change this fact."

Additionally, Mr. Neier maintains that the Unitary Landlord is in
no way seeking to limit the scope or dictate the terms of the
stay relief granted to Crown.  The Unitary Landlord continues to
support granting relief from the automatic stay to permit Crown
to commence whatever action it sees fit against the Unitary
Landlord, or any other party, with respect to the Leases.

The Unitary Landlord, hence, asks the Court to vacate the
automatic stay, or otherwise deny Crown's request.

                        About Levitz Home

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


LONDON FOG: Committee Hires Buchalter Nemera as Bankruptcy Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in London
Fog Group, Inc., and its debtor-affiliates' chapter 11 cases
obtained authority from the U.S. Bankruptcy Court for the District
of Nevada to employ Buchalter Nemer, PC, as its bankruptcy
counsel.

Buchalter Nemer will:

    a. advise and consult the Committee concerning legal and
       practical questions arising in the Debtors' chapter 11
       cases and concerning the rights and remedies of the of the
       Committee with regard to property of the estate, claims
       asserted against the Debtors and their estates and claims
       the Debtors' and their estates may hold against third
       parties;

    b. appear in, prosecute and defend suits and proceedings
       concerning the property of the estates or related matters;

    c. take all necessary and proper steps in other matters
       involving or connected with the affairs of the estates;

    d. prepare on behalf of the Committee necessary applications,
       motions, pleading, orders, reports and other papers
       required to be filed in or in connection with the Debtors'
       chapter 11 cases; and

    e. perform all other legal services for the Committee.

Jeffrey K. Garfinkle, Esq., a shareholder of Buchalter Nemer,
tells the Court that the attorneys who will be providing their
services in this engagement bill:

    Professional                Designation     Hourly Rate
    ------------                -----------     -----------
    Jeffrey K. Garfinkle, Esq.  Shareholder        $435
    Ron Oliner, Esq.            Shareholder        $425
    Geoffrey Heaton, Esq.       Associate          $275
    Lauren Tang, Esq.           Associate          $235

Mr. Garfinkle discloses that the firm's other professionals bill:

    Professional                 Hourly Rate
    ------------                 -----------
    Senior Shareholders          $450 & above
    Shareholders                 $300 - $475
    Of Counsel/Senior Counsel    $300 - $425
    Associates                   $195 - $450
    Law Clerks                   $100 - $170
    Paralegals                    $90 - $220

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

Headquartered in Seattle, Washington, London Fog Group, Inc. --
http://londonfog.com/-- designs and retails the latest styles in
jackets and other professional apparel.  The company and six of
its affiliates filed for chapter 11 protection on March 20, 2006
(Bankr. D. Nev. Case No. 06-50146).  Stephen R. Harris, Esq., at
Belding, Harris & Petroni, Ltd., represents the Debtors in their
restructuring efforts.  Avalon Group, Ltd., serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between $50
million to $100 million.


LONDON FOG: Committee Hires Beckley Singleton as Nevada Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in London
Fog Group, Inc., and its debtor-affiliates' chapter 11 cases
obtained authority from the U.S. Bankruptcy Court for the District
of Nevada to employ Beckley Singleton, Chtd., as its local
counsel.

Beckley Singleton will:

    a. advise the Committee with respect to their powers and
       duties, with special emphasis on local rules and
       procedures;

    b. attend meetings and negotiate with representatives of the
       Debtor, creditors and other parties-in-interest and advise
       and consult on the conduct of the cases, including all of
       the legal and administrative requirements of operating in
       chapter 11;

    c. take all necessary action to protect and preserve the
       interests of the equity security holders of the Debtors'
       estate, including the prosecution of actions on their
       behalf, the behalf defense of any actions commenced against
       those estates, negotiations concerning all litigation in
       which the Debtor may be involved and objections to claims
       filed against the estate;

    d. prepare on behalf of the Committee all motions,
       applications, answers, orders, reports and papers necessary
       to the administration of the estates;

    e. appear before the bankruptcy court, any appellate courts,
       and the U.S. Trustee, and protect the interest of the
       Committee and its constituents before these courts and the
       U.S. Trustee; and

    f. perform all other necessary legal services and provide all
       other necessary legal advice to the Committee in connection
       with the Debtors' chapter 11 case.

The Debtors tell the Court that the firms professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Shareholders/Of Counsel       $300 - $450
         Associates                    $185 - $250
         Legal Assistants                 $130

The Debtor discloses that Kaaran E. Thomas, Esq., a shareholder at
Beckley Singleton, has agreed to reduce her rate to $400 per hour.

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

Headquartered in Seattle, Washington, London Fog Group, Inc. --
http://londonfog.com/-- designs and retails the latest styles in
jackets and other professional apparel.  The company and six of
its affiliates filed for chapter 11 protection on March 20, 2006
(Bankr. D. Nev. Case No. 06-50146).  Stephen R. Harris, Esq., at
Belding, Harris & Petroni, Ltd., represents the Debtors in their
restructuring efforts.  Avalon Group, Ltd., serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between $50
million to $100 million.


MESABA AVIATION: Aircraft Mechanics Prepare for Potential Strike
----------------------------------------------------------------
Aircraft mechanics employed by Mesaba Airlines have opened a
strike headquarters close to the Minneapolis-St. Paul
International Airport, just days after Mesaba's pilots opened
theirs nearby in anticipation of a potential strike against the
carrier.  Mesaba is a subsidiary of MAIR Holdings, Inc.
(NASDAQ:MAIR) and operates as a Northwest Airlink affiliate under
code-sharing agreements with Northwest.

The mechanics, represented by the Aircraft Mechanics Fraternal
Association, have been working with Mesaba's management to reach a
consensual agreement on contract concessions, according to the
AMFA Strike Preparedness Committee for the Mesaba mechanics.

In February 2006, the company filed a Section 1113(c) motion in an
attempt to impose severe wage and benefit cuts on its mechanics,
pilots and flight attendants.  Mesaba is seeking 19.4% wage and
benefit cuts from the mechanics, along with increased employee
contributions for health coverage.  The court decision on the
motion was recently delayed to May 11, 2006.

In March 2005, the mechanics overwhelmingly approved a strike
authorization in the event that Mesaba management and AMFA-
represented employees fail to reach an agreement.  This
authorization vote was taken after two years of RLA Section 6
negotiations had stalled and the vote remains valid today.

                       About AMFA

Created in 1962, AMFA is a craft oriented, independent aviation
union representing over 200 mechanics at Mesaba Airlines.  AMFA's
craft union is the largest labor organization in the airline
industry, representing over 16,000 aircraft maintenance
technicians and related support personnel at carriers including
Alaska Airlines, United Airlines, Southwest Airlines, Northwest
Airlines, ATA, Horizon Air and Mesaba Airlines.

                   About Mesaba Aviation

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


MILLS CORP: Inks $2.23B Commitment Financing with Goldman Sachs
---------------------------------------------------------------
The Mills Corporation and The Mills Limited Partnership entered
into a commitment letter with Goldman Sachs Mortgage Company on
May 1, 2006.

Goldman Sachs agreed to provide the Partnership and certain of its
affiliates with up to $2.230 billion of financing.  The financing
would consist of:

   -- a senior secured term loan providing up to $1.484 billion of
      financing; and

   -- first mortgage loan facilities totaling around $746 million.

                          Use of Funds

The proceeds of the financings would be used to repay the
outstanding debt under the Partnership's line of credit and term
loans and fund certain property level debt.  The remaining
proceeds from the Financings (estimated to be approximately
$385 million after the payment of transaction fees and expenses
payable at the closing of the facilities and before the
establishment of an interest reserve escrow) would be used to
provide for working capital requirements and general corporate
purposes of the Partnership and its subsidiaries in accordance
with an approved budget.

                            Maturity

The Senior Term Loan matures on Dec. 31, 2006, with two extension
options.  Under one alternative, the Partnership could extend the
facility until June 30, 2008, if, among other things, it
consummates a recapitalization transaction reasonably acceptable
to Goldman Sachs prior to Dec. 31, 2006, that provides sufficient
proceeds to repay at least $850 million of the Senior Term Loan
plus any deferred facility financing fees and thereafter makes
quarterly amortization payments of $65 million.

Under the other alternative, the Partnership could extend the
maturity for two 90-day periods through June 30, 2007 if, among
other things, Mills' board of directors has adopted a plan,
reasonably acceptable to Goldman Sachs, to sell or recapitalize
the Partnership's assets or Mills has entered into a definitive
merger agreement or other similar agreement prior to Dec. 31,
2006, that would provide for repayment of the Senior Term Loan in
full and agrees to pay interest on the Senior Term Loan at
increased rates.

To be eligible for either extension alternative, the Partnership
would also have to file its audited financial statements and
prepare a budget approved by Goldman Sachs showing that the
Partnership would have, among other things, adequate liquidity for
the applicable extension period.  Depending on the structure
adopted for the various First Mortgage Facilities, the facilities
will be required to be repaid in full either at the end of five
years or effectively on a date that coincides with the maturity
date of the Senior Term Loan.

                            Interest

The Senior Term Loan would bear interest at LIBOR plus 225 basis
points, subject to upward adjustment if certain specified
contingencies are not met.  The First Mortgage Facilities would
bear various fixed and floating interest rates.  The Senior Term
Loan is expected to have affirmative and negative covenants,
including the requirement to meet certain financial ratios and
restrictions on dividends that potentially would permit the
payment of dividends in the third quarter of 2006, in amounts
comparable to those permitted under the recently announced
amendment to the Partnership's existing credit facility but would
not condition the payment of dividends in the third quarter on
Mills certifying that a sale agreement would be entered into by
Aug. 31, 2006.  The Senior Term Loan also would restrict
expenditures to those specified in a budget approved by Goldman
Sachs.

                    Guarantees and Securities

The Senior Term Loan would be guaranteed by Mills and certain of
its subsidiaries and secured by the assets of the Partnership and
the guarantors.  Certain of the First Mortgage Facilities also
would be guaranteed by the Partnership.

                               Fees

In connection with entering into the commitment letter, Goldman
Sachs is entitled to receive up to $4 million in fees.  On
satisfaction of various conditions, Goldman Sachs will be entitled
to receive an additional $5.5 million in commitment fees.  Upon
and following the closing of the Financings, Goldman Sachs would
be entitled to receive additional fees and on the repayment of
certain loans, Goldman Sachs would be entitled to certain exit
fees.

GSMC's obligation to provide the Financings is subject to
customary conditions, including due diligence, the receipt of
certain third-party consents and the absence of materially adverse
financial market changes and any events that, individually or in
the aggregate, would reasonably be expected to materially impair
the financial condition of TMLP or likelihood of consummating,
prior to Dec. 31, 2006, a merger or sale of all or substantially
all of the assets of TMLP that would result in the repayment of
all of the Financing.

Mills is working closely with outside advisors Goldman, Sachs &
Co. and JP Morgan on the exploration of strategic alternatives.
The Company has in place a process that includes the distribution
of confidential information and a web-based data room through
which alternatives for enhancing shareholder value may be pursued.

                   About The Mills Corporation

Headquartered in Arlington, Virginia, The Mills Corporation --
http://www.themills.com/-- is a developer, owner and manager of a
diversified global portfolio of retail destinations including
regional shopping malls, market dominant retail and entertainment
centers, and international retail and leisure destinations.  It
currently owns 42 properties in the U.S., Canada and Europe,
totaling 51 million square feet.  In addition, The Mills has
various projects in development, redevelopment or under
construction around the world.  Its portfolio of real estate
properties generated more than $8.7 billion in retail sales in
2004.  The Mills is traded on the New York Stock Exchange under
the MLS ticker.

                         *     *     *

As reported in the Troubled Company Reporter on March 24, 2006,
The Mills Corporation disclosed that the Securities and Exchange
Commission has commenced a formal investigation.

The SEC initiated an informal inquiry in January after the Company
announced the restatement of its prior period financials.

Mills is restating its financial results from 2000 through 2004
and its unaudited quarterly results for 2005 to correct accounting
errors related primarily to certain investments by a wholly-owned
taxable REIT subsidiary, Mills Enterprises, Inc., and changes in
the accrual of the compensation expense related to its Long-Term
Incentive Plan.


MIRANT CORP: 30 Professionals Seek $255,616,120 in Fees & Expenses
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
received a number of applications for payment of final fees and
reimbursement of expenses incurred by 30 professionals in Mirant
Corporation and its debtor-affiliates' Chapter 11 cases:

                             Period       Service
Professional                Covered      Fees          Expenses
------------                ---------    ----------    --------
                             07/25/03-
Andrews Kurth LLP           01/03/06    $13,917,861  $2,107,437

                             07/14/03-
Alston & Bird LLP           01/03/06      2,263,764     409,828

Alvarez & Marsal Tax        07/14/03-
Advisory Services, LLC      01/03/06        758,921         943

                             07/14/03-
Broniec Associates, Inc.    01/03/06        514,540           -

Brown Rudnick Berlack       09/17/03-
Israels LLP                 01/03/06     12,128,131   3,110,182

                             07/14/03-
CRA International, Inc.     01/03/06      7,548,848     954,928

Capstone Advisory Group     04/29/04-
                             01/03/06      7,940,230     240,922

Cadwalader Wickerman        07/25/03-
& Taft LLP                  01/03/06     12,368,003     894,918

Cox Smith Matthews          07/25/03-
Incorporated                01/03/06      1,388,571     382,814

                             07/14/03-
Couch White LLP             01/03/06      2,926,550     125,279

DLA Piper Rudnick           07/14/03-
Gray Cary US LLP            01/03/06      1,918,924      23,077

                             07/14/03-
Heller Ehrman LLP           02/09/06      1,143,150      73,138

Houlihan Lokey Howard       07/14/03-
& Zukin                     01/03/06     14,435,380     322,777

                             02/18/05-
Hughes Luce LLP             01/03/06        408,829      29,381

                             07/14/03-
KPMG LLP                    01/03/06     30,533,035     907,832

Kasowitz, Benson, Torres    02/18/05-
& Friedman LLP              01/03/06        746,294     200,255

Mayer, Brown, Rowe          10/01/04-
& Maw LLP                   01/03/06        963,409      50,144

McDermott Will &            07/14/03-
Emery LLP                   01/03/06      3,635,622      87,316

                             09/29/03-
McKinsey & Company, Inc.    05/31/04      6,335,000           -

                             08/05/03-
Miller Buckfire & Co., LLC  01/03/06      6,850,000     262,568

Mintz, Levin, Cohn,
Ferris, Glovsky and         10/26/05-
Popeo, P.C.                 01/03/06         52,248         770

                             02/18/05-
Muse Stancil & Co.          01/03/06        202,935      18,020

Paul, Hastings,             07/14/03-
Janofsky & Walker LLP       01/03/06        783,525      58,599

                             07/13/03-
Pennenergy, Inc.            01/03/06      2,127,265           0

                             05/05/04-
Shearman & Sterling LLP     01/03/06      7,213,708     440,816

                             07/14/03-
Sitrick and Company Inc.    01/03/06        731,705      73,533

                             07/14/03-
The Blackstone Group L.P.   01/03/06     17,322,524     834,422

                             02/18/05-
The Michel-Shaked Group     01/03/06        811,604      63,457

                             09/17/03-
The Wilson Law Firm, P.C.   01/03/06        686,473      26,045

                             07/14/03-
White & Case LLP            01/03/06     80,104,490   5,155,180
                                        ------------  ----------

                                        $238,761,539 $16,854,581
                                        ============  ==========

Phoenix Partners LP, Phoenix Partners II LP, Phoenix Fund III LP,
and Phaeton International (BVI) Ltd., as holders of the Trust I
Subordinated Trust Preferred Securities issued by Mirant
Corporation, ask the Court to approve the payment of fees and
expenses incurred by its professionals -- Kasowitz Benson, Hughes
Luce, Muse Stancil, and Michel-Shaked.

Phoenix also seeks:

    -- a $2,800,000 reimbursement on account of the incentive
       fee that it paid to Kasowitz Benson; and

    -- a $4,242 reimbursement for certain additional, separately
       identified expenses incurred in connection with the
       services provided by the firms.

Mirant shareholders -- Frank Smith, Kent Koerper, Peter
Depavloff, Bart Engram, Mary Leight and L. Matt Wilson -- filed
the fee application on behalf of The Wilson Law Firm, P.C.  The
Shareholders also ask the Court to allow the payment of
$6,450,000 in contingency success fee under Section 503 of the
Bankruptcy Code.

Alston & Bird estimates it will incur $7,500 more in fees and
$1,500 in expenses in relation to its final application.

Houlihan Lokey, PennEnergy, Sitrick, Paul Hastings, Mintz Levin,
McDermott, Piper Rudnick, and Andrews Kurth ask the Court to
authorize and direct Mirant to pay them outstanding fee holdbacks
earned, if any.

Houlihan's fees consist of $4,814,516 in monthly fees and
$9,620,864 as transaction fee.

Blackstone's $17,322,524 fees include $6,670,524 in monthly fees,
a $10,000,000 restructuring fee and a $652,000 transaction fee.

McKinsey's $6,335,000 fees include the expenses it incurred.

Shearman Sterling's total fees and expenses include $27,000
incurred in connection with the preparation of its final fee
application, and $32,180 in additional fees that were initially
charged to the estate as transition fees.

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed $20,574,000,000 in
assets and $11,401,000,000 in debts.  (Mirant Bankruptcy News,
Issue No. 95; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MOLECULAR DIAGNOSTICS: Stockholders' Meeting Set for June 16
------------------------------------------------------------
Molecular Diagnostics, Inc., will hold its Annual Meeting of
Stockholders at 10:00 a.m. on June 16, 2006, at the Hyatt Regency
Embarcadero, 5 Embarcadero Center, in San Francisco, California.

During the meeting, stockholders will be asked to:

     a) elect four directors to serve on the Company's Board of
        Directors until the next annual meeting of stockholders
        and until their successors are elected and qualified;

     b) approve an amendment to the Company's Certificate of
        Incorporation to change the name of the Company from
        Molecular Diagnostics, Inc. to CytoCore, Inc.; and

     c) transact other business as may properly come before the
        meeting.

The Company's Board has fixed the close of business on
April 21, 2006, as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting.

A full-text copy of the Preliminary Proxy Statement for the 2006
annual stockholders' meeting is available for free at:

            http://researcharchives.com/t/s?8ba

Molecular Diagnostics, Inc. -- http://www.molecular-dx.com/--  
formerly Ampersand Medical Corporation, is a biomolecular
diagnostics company focused on the design, development and
commercialization of cost-effective screening systems to assist in
the early detection of cancer.  MDI has currently curtailed its
operations focused on the design, development and marketing of its
InPath(TM) System and related image analysis systems, and expects
to resume such operations only when additional capital has been
obtained by the Company.  The InPath System and related products
are intended to detect cancer and cancer-related diseases, and may
be used in a laboratory, clinic or doctor's office.

As of Dec. 31, 2005, Molecular Diagnostics' balance sheet showed a
$10,049,000, equity deficit, compared to a $12,123,000 equity
deficit at Dec. 31, 2004.


MRS FIELDS: Moody's Junks Ratings on Corp. Family & Sr. Sec. Notes
------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Mrs. Fields Famous Brands to Caa1 from B3.  At the same time,
Moody's downgraded the senior secured ratings to Caa1 from B3,
withdrew the Caa1 long-term unsecured issuer rating and changed
the rating outlook to negative.

The rating actions reflect:

   1) increasing store closures and declining EBITDA levels,
   2) high financial leverage and diminishing free cash flow
      generation,
   3) poor operating performance at the TCBY brand.

The ratings are supported by a declining but still sizable
franchisee royalty stream augmented by a growing gifts business, a
portfolio of established brand names with modest diversification
plus minimal required capital expenditures and operating leases to
operate its franchisor business model.

Ratings downgraded with a negative outlook:

   * Corporate family rating to Caa1 from B3.
   * The $115 million senior secured notes maturing in 2011
     to Caa1 from B3.
   * The $80.75 million senior secured notes maturing in 2011
     to Caa1 from B3.

Rating withdrawn:

   * Caa1 long-term unsecured issuer rating

Moody's previous rating action on Mrs. Fields was the assignment
of the B3 corporate family rating and senior secured ratings in
February of 2004.

Headquartered in Salt Lake City, Utah, Mrs. Fields franchised and
licensed 2,479 baked goods and frozen yogurt retail locations
under the brand names "Mrs. Fields", "Great American Cookies
Company", "Pretzel Time", "Pretzelmaker" and "TCBY" at Dec. 31,
2005.  Mrs. Fields also operates a gifts business, which accounted
for approximately 35% of 2005 sales.  Total revenues for fiscal
2005 were approximately $88 million.


NATIONAL CONSUMER: Taps Lorraine Loder as Bankruptcy Counsel
------------------------------------------------------------
National Consumer Mortgage, LLC, asks the U.S. Bankruptcy Court
for the Central District of California for permission to employ
Lorraine L. Loder, Esq., and the Law Office of Lorraine L. Loder,
as its general bankruptcy counsel.

Ms. Loder will:

    (a) give the Debtor legal advice with respect to its powers
        and duties as debtor-in-possession;

    (b) prepare applications, pleadings, motion, notices and
        orders, and to make appearances as required for the
        orderly administration of the Debtor's estate;

    (c) review legal documents relating to creditors claims and
        negotiation with creditors;

    (d) perform all other legal services for the Debtor as
        necessary; and

    (e) represent the Debtor in responding to a subpoena from the
        Securities and Exchange Commission.

Ms. Loder tells the Court that she will bill $350 per hour while
Katherine Lien, another personnel of the firm who will assist her,
will bill $150 per hour.  Ms. Loder discloses that her firm has
received a $50,000 retainer.

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

Ms. Loder can be reached at:

        Lorraine L. Loder, Esq.
        Law Office of Larraine L. Loder
        601 West Fifth Street, Eighth Floor
        Los Angeles, California 90071
        Tel: (213) 623-8774

Headquartered in Orange, California, National Consumer Mortgage
LLC -- http://www.nationalconsumermortgage.com/-- is an
independent mortgage brokerage that creates and processes home
loans.  The Debtor filed for chapter 11 protection on Apr. 3, 2006
(Bankr. C.D. Calif. Case No. 06-10429).  Lorraine L. Loder, in Los
Angeles, California, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed total assets of
$1,102,135 and total debts of $32,846,858.


NATIONAL CONSUMER: U.S. Trustee Appoints 9-Member Creditors Panel
-----------------------------------------------------------------
The U.S. Trustee for Region 16, appointed nine creditors to serve
on an Official Committee of Unsecured Creditors in National
Consumer Mortgage, LLC's chapter 11 case:

    1. Aleta G. Kellam
       28671 Via Pastiempo
       Laguna Niguel, California 92677

    2. Melissa A. Miller
       10740 Wildridge Court
       Parker, Colorado 80138

    3. Don Jay & Sibyll Olson
       3762 Fern Flat road
       Aptos, California 95003

    4. John and Lillian Prymak
       2984 Elk View Drive
       Evergreen, Colorado 80439

    5. Tucker Family Investments, LLP
       Attn: R. Lee Tucker
       12741 East Caley, Unit 142
       Centennial, Colorado 80111

    6. Jonathan B. Sendor
       7900 East Dartmouth Avenue, Unit 60
       Denver, Colorado 80231

    7. Jill Sendor-Laychack
       Douglas Laychak
       15 Halliwell Drive
       Stamford, Connecticut 06902-2013

    8. Tedd W. Sabus
       15313 West 51st Place
       Golden, Colorado 80403

    9. Julian and Patricia Nava
       19336 Paradise Mountain Road
       Valley Center, California 92802-7509

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.

The Committee has retained Daniel H. Reiss, Esq., at Levene,
Neale, Bender, Rankin & Brill, LLP, as its counsel.

Headquartered in Orange, California, National Consumer Mortgage
LLC -- http://www.nationalconsumermortgage.com/-- is an
independent mortgage brokerage that creates and processes home
loans.  The Debtor filed for chapter 11 protection on Apr. 3, 2006
(Bankr. C.D. Calif. Case No. 06-10429).  Lorraine L. Loder, in Los
Angeles, California, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed total assets of
$1,102,135 and total debts of $32,846,858.


NATIONAL CONSUMER: Section 341(a) Meeting Scheduled for May 15
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of National
Consumer Mortgage LLC's creditors at 10:00 a.m., on May 15, 2006,
at Room 1-159, 411 West Fourth Street in Santa Ana, California.
This is the first meeting of creditors required in all bankruptcy
cases under Section 341(a) of the Bankruptcy Code.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Orange, California, National Consumer Mortgage
LLC -- http://www.nationalconsumermortgage.com/-- is an
independent mortgage brokerage that creates and processes home
loans.  The Debtor filed for chapter 11 protection on Apr. 3, 2006
(Bankr. C.D. Calif. Case No. 06-10429).  Lorraine L. Loder, in Los
Angeles, California, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed total assets of
$1,102,135 and total debts of $32,846,858.


OCA INC: Inks Agreement with Senior Lenders & Panel on Plan Terms
-----------------------------------------------------------------
OCA, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Eastern District of Louisiana to approve the Plan Support
Agreement they entered into with Bank of America, on behalf of the
Debtors' senior lenders under a Credit Agreement dated
Jan. 2, 2003, as amended, and the Official Committee of Unsecured
Creditors.

Pursuant to the Plan Support Agreement:

   -- the Debtors will file a Plan of Reorganization and
      Disclosure Statement consistent with the terms and
      conditions of the Plan Support Agreement and a Term Sheet
      describing the treatment of unsecured creditors;

   -- the Senior Lenders and Committee will support the Plan
      filed;

   -- The Plan will provide for:

      * a substantial de-leveraging of the Company's Senior Debt
        and the issuance of 100% of the equity in the Reorganized
        OCA to the Senior Lenders (subject to the dilution by the
        management and doctors' incentive plans);

      * payments for the unsecured creditors;

      * exit financing of $10 million for the Debtors;

      * a potential recovery to the existing equity holders of the
        Debtors; and

      * the creation of incentive plans for management and the
        doctors to participate in ownership of the reorganized
        Debtors after confirmation of the Debtors' Plan; and

   -- until the termination of the Term Sheet, neither OCA nor the
      Senior Lenders nor the Committee will solicit or support any
      transaction that is inconsistent with the Chapter 11 Plan.

William H. Patrick, III, Esq., at Heller, Draper, Hayden, Patrick
& Horn, LLC, in New Orleans, Louisiana, contends that a chapter 11
plan of reorganization based on the Term Sheet will preserve value
and keep the Debtors operating as a going concern without business
disruptions.  By reaching an agreement on a Term Sheet with the
Senior Lenders and the UCC, the Debtors believe that they are on
the verge of a successful reorganization.

According to Mr. Patrick, the purpose of the Plan Support
Agreement is two fold:

   (a) it memorializes how the parties envision implementing the
       plan of reorganization process; and

   (b) it provides assurances to the Debtors that, subject to the
       limitations contained in the Plan Support Agreement and the
       Term Sheet, the Senior Lenders and the Committee will
       support the chapter 11 plan of reorganization.

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/--  
provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well as
capital and proprietary information systems to approximately 200
orthodontic and dental practices representing approximately almost
400 offices.  The Company and its debtor-affiliates filed for
Chapter 11 protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  William H. Patrick, III, Esq., at Heller Draper Hayden
Patrick & Horn, LLC, represents the Debtors.  Patrick S. Garrity,
Esq., and William E. Steffes, Esq., at Steffes Vingiello &
McKenzie LLC represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed $545,220,000 in total assets and
$196,337,000 in total debts.


ORBITAL SCIENCES: S&P Raises Corp. Credit Rating to BB from BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB' from 'BB-', on Orbital
Sciences Corp.  The outlook is stable.

"The upgrade reflects stronger credit protection measures,
resulting from improved profitability and cash generation, ample
liquidity, and good end market demand," said Standard & Poor's
credit analyst Christopher DeNicolo.

Leverage is fairly moderate, and cash currently exceeds balance
sheet debt.  Financial measures are likely to improve further in
2006 with higher revenues and earnings.  The company has been
using excess cash to fund a modest securities repurchase program,
which was recently renewed for $50 million, and could pursue small
acquisitions.

The firm's satellite and related systems segment has benefited
from improving demand for small geostationary communications
satellites, offset by lower sales in the science, technology, and
military low earth orbit satellite product lines.  Orbital's
launch vehicle segment has been bolstered by a contract to develop
boosters for the Ground-based Midcourse Defense and Kinetic Energy
Interceptor programs.  Sales from these two programs contributed
more than half of this segment's revenues.

Orbital has begun delivering operational boosters for GMD, but KEI
is still early in its development.  Consolidated firm backlog was
a healthy $1.4 billion at March 31, 2006, almost twice of forecast
2006 revenues.  Revenues grew 15% in the first quarter of 2006, as
higher sales for communications satellites and missile defense
interceptors offset lower target vehicle, launch vehicle, and
science, technology, and defense satellites business.  Operating
margins (before depreciation and amortization) are satisfactory at
around 12%.


ORIS AUTOMOTIVE: Bankruptcy Administrator Appoints 7-Member Panel
-----------------------------------------------------------------
The Bankruptcy Administrator for the Northern District of Alabama,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors in Oris Automotive Parts Alabama, Ltd.'s
Chapter 11 cases:

    1. Mighty Men Temporary Service, Inc.
       Attn: Marty Nunley
       3321 Lorna Road Suite 11
       Hoover, Alabama 35242
       Tel: (205) 823-8530

    2. Packaging Materials & Supply Co.
       Attn: David G. Watson
       2701 South Park Drive S.W.
       Birmingham, AL 35211
       (205) 923-7800

    3. Franklin Aluminum Co., Inc.
       Attn: David Birchmeier
       c/o JAC Products
       225 S. Industrial
       Saline, MI 48176
       (706) 675-3341

    4. J. W. Expertise
       Attn: Jurgen Walch
       155 Turbine Drive
       North York M9L257
       (416) 749-7867

    5. Smith's Machine
       Attn: Tim Smith
       14120 Highway 11 N.
       Cottondale, AL 35453
       (205) 553-7623

    6. Alabama Specialty Products, Inc.
       Attn: Ed Mulvaney
       152 Metal Samples Road
       Munford, AL 36268
       (256) 358-9055

    7. JMS Metal Services of Alabama, Inc.
       Attn: Rainey Gibson
       50 Security Drive
       Jackson, TN 38305
       (731) 660-3162

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.

The Committee has retained Steven D, Altmann, Esq., at Najjar
Denaburg, P.C., as its counsel.

Headquartered in McCalla, Alabama, Oris Automotive Parts Alabama,
Ltd. -- http://www.oris-gmbh.de/english/-- manufactures
automotive parts.  The company filed for chapter 11 protection on
Mar. 16, 2006 (Bankr. N.D. Ala. Case No. 06-00813).  Clark R.
Hammond, Esq., at Johnston, Barton, Proctor & Powell LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $1 million to $10 million and debts between
$10 million to $50 million.


ORIS AUTOMOTIVE: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Oris Automotive Parts Alabama, Ltd., delivered its Schedules of
Assets and Liabilities to the U.S. Bankruptcy Court for the
Northern District of Alabama, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------               ------        -----------
  A. Real Property
  B. Personal Property            $9,416,621
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               $400,000
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                            $25,857,598
     Unsecured Nonpriority
     Claims
                                  ----------      -----------
     Total                        $9,416,621      $26,257,598

Headquartered in McCalla, Alabama, Oris Automotive Parts Alabama,
Ltd. -- http://www.oris-gmbh.de/english/-- manufactures
automotive parts.  The company filed for chapter 11 protection on
Mar. 16, 2006 (Bankr. N.D. Ala. Case No. 06-00813).  Clark R.
Hammond, Esq., at Johnston, Barton, Proctor & Powell LLP,
represents the Debtor in its restructuring efforts.  The Official
Committee of Unsecured Creditors has retained Steven D, Altmann,
Esq., at Najjar Denaburg, P.C., as its counsel.  When the Debtor
filed for protection from its creditors, it estimated assets
between $1 million to $10 million and debts between $10 million to
$50 million.


PORCH AND PATIO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Porch and Patio, Inc.
        363 Boston Post Road, Route 1
        Orange, Connecticut 06477

Bankruptcy Case No.: 06-30626

Type of Business: The Debtor manufactures high-quality outdoor
                  and casual furniture and accessories.
                  See http://www.porchandpatio.com

Chapter 11 Petition Date: May 5, 2006

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtor's Counsel: Myles H. Alderman, Jr., Esq.
                  Alderman & Alderman
                  100 Pearl Street, 14th Floor
                  Hartford, Connecticut 06103
                  Tel: (860) 249-0090
                  Fax: (860) 249-7146

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


PREDIWAVE CORP: U.S. Trustee Appoints Five-Member Creditors Panel
-----------------------------------------------------------------
The U.S. Trustee for Region 17 appointed five creditors to serve
on an Official Committee of Unsecured Creditors in PrediWave
Corporation's chapter 11 case:

    1. Jas Mundra
       Director
       Flash Electronics, Inc
       4050 Starboard Drive
       Fremont, California 94538
       Tel: (510) 360-9068
       Fax: (510) 440-2844

    2. Chad Hoffman
       CFO
       Advanced Discovery Services
       2624 Fayette Drive, Suite A
       Mountain View, California 94040
       Tel: (785) 304-0649
       Fax: (785) 865-5434

    3. Joan Cress
       Manager, Sutter Hill Investors LLC
       c/o UBS Realty Investors
       455 Market Street, Suite 1540
       San Francisco, California 94105-2443
       Tel: (415) 538-4800
       Fax: (415) 538-8141

    4. Laszlo Zoltan
       Computer Modules, Inc
       11409 West Bernardo Court
       San Diego, California 92127
       Tel: (858) 613-1818
       Fax: (858) 613-1815

    5. Kabir K. Rahman
       32 San Miguel Way
       Novato, California 94945
       Tel: (510) 931-5517

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

Headquartered in Fremont, California, PrediWave Corporation --
http://www.prediwave.com/-- provides cable and satellite
operators with end-to-end digital broadcast platforms, and offers
products like Video On Demand, Digital Video Recording,
interactive video shopping, and subscription services.  The Debtor
filed for chapter 11 protection on April 14, 2006 (Bankr. N.D.
California Case No. 06-40547).  Robert A. Klyman, Esq., at Latham
& Watkins, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated more than $100 million in assets and more than $100
million in debts.


PREMIUM PAPERS: Hires Edward Hostmann as Financial Advisor
----------------------------------------------------------
Premium Papers Holdco, LLC, and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Edward Hostmann, Inc., as their financial
advisor, nunc pro tunc to March 21, 2006.

Edward Hostmann is expected to:

    a. provide advisory and consulting services to the Debtors
       with respect to budgeting and forecasting, cash management,
       financial and operational management, relations with
       creditors, the Court and the Office of the U.S. Trustee;

    b. prepare financial reports as the Debtors or the Official
       Committee of Unsecured Creditors may request; and

    c. perform other services as the Debtors may request or deem
       appropriate.

Edward C. Hostmann, president of the firm, tells the Court that he
will bill $395 per hour for this engagement.  Mr. Hostmann says
that the firm's staff bills $125 per hour.  Mr. Hostmann further
discloses that the other professionals who will render services
bill:

         Professional               Hourly Rate
         ------------               -----------
         Pete Lahni                    $295
         Miles Stover                  $295
         Joanne Conway                 $235

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

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com-- manufactures and markets a wide
variety of premium coated and uncoated printing papers, such as
Kromekote, Knightkote, and Carnival.  The Company and two of its
affiliates filed for chapter 11 protection on March 21, 2006
(Bankr. D. Del. Case No. 06-10269).  Ian S. Fredericks, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represents the Debtors in
their restructuring efforts.  The Official Committee of Unsecured
Creditors has retained Mary E. Seymour, Esq., at Lowenstein
Sandler PC, as its counsel.  When the Debtors filed for protection
from their creditors, they did not disclose their total assets but
estimated debts between $10 million and $50 million.


PREMIUM PAPERS: Hires Giuliani Capital as Investment Bankers
------------------------------------------------------------
Premium Papers Holdco, LLC, and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Giuliani Capital Advisors, LLC, as their
investment bankers, nunc pro tunc to Mar. 21, 2006.

Giuliani Capital is expected to:

    a. advise the Debtors' management, as requested, in their
       preparation of financial information that may be required
       by the Debtors' senior lenders, customers, creditors and
       other stakeholders; and coordinate communications with the
       parties-in-interest and their respective advisors;

    b. advise the Debtors' management, as requested, in preparing
       for, meeting with and presenting information to parties-in-
       interest and their respective advisors, specifically
       including the Debtors' senior lenders, other debt holders
       and their respective advisors, customers, creditors ad
       stakeholders;

    c. advise in developing the Debtors' strategy with regard to a
       recapitalization or restructuring of the Debtors, any
       refinancing of the Debtors' indebtedness or lease
       obligations or obtaining any new financing provided by a
       third party for the Debtors, or any sale of the Debtors'
       stock or assets in the form of a sale, merger, joint
       venture or other similar transaction whether consummated in
       a single transaction or a series of transactions;

    d. assist in the preparation, if necessary, a descriptive
       memorandum (or its equivalent) regarding the
       recapitalization or restructuring of the Debtors, any
       refinancing of the Debtors' indebtedness or lease
       obligations or obtaining any new financing provided by a
       third party for the Debtors, or any sale of the Debtors'
       stock or assets in the form of a sale, merger, joint
       venture or other similar transaction whether consummated in
       a single transaction or a series of transactions;

    e. prepare and present a list of potential purchasers to the
       Debtors for the Debtors' review and written approval;

    f. contact potential purchasers who have been disclosed to the
       Debtors in writing to solicit their interest in a
       recapitalization of the Debtors, refinancing of the
       Debtors' indebtedness or lease  obligations or obtaining
       any new financing provided by a third party for the
       Debtors, or sale of the Debtors' stock or assets in the
       form of a sale, merger, joint venture or other similar
       transaction whether consummated in a single transaction or
       a series of transactions and who the Debtors do not object
       to solicitation;

    g. coordinate the creating and maintenance of a data room of
       information provided by the Debtors, the costs of which
       shall be directly charged to the Debtors;

    h. prepare, with the assistance of the Debtors, management
       presentations for approved purchasers;

    i. advise the Debtors in their negotiation regarding the
       recapitalization or restructuring of the Debtors, any
       refinancing of the Debtors' indebtedness or lease
       obligations or obtaining any new financing provided by a
       third party for the Debtors, or any sale of the Debtors'
       stock or assets in the form of a sale, merger, joint
       venture or other similar transaction whether consummated in
       a single transaction or a series of transactions,
       including, if necessary, evaluating indication of interest
       and offers received and negotiating a definitive agreement;

    j. coordinate with the Debtors' legal counsel regarding
       matters related to the closing of a: recapitalization of
       the Debtors; refinancing of the Debtors' indebtedness or
       lease obligations or new financing provided by a third
       party for the Debtors, or sale of the Debtors' stock or
       assets in the form of a sale, merger, joint  venture or
       other similar transaction whether consummated in a single
       transaction or a series of transactions;

    k. provide other services as may be requested in writing from
       time to time by the Debtors or their counsel;

    l. advise the Debtors on their development of the Debtors'
       business plans;

    m. advise the Debtors on cash flow forecasts, financial
       projections and cash flow reporting.

The Debtors tell the Court that they will pay Giuliani Capital a
$125,000 monthly advisory fee plus $50,000 for additional advisory
services.

The Debtors add, if within the period of engagement Giuliani
Capital manages to consummate a transaction with an approved
purchaser or with a buyer or investor which was disclosed to the
Debtors in writing by Giuliani Capital and which the Debtors and
Giuliani Capital had documented discussions, then the Debtors will
pay Giuliani Capital:

    a. a $750,000 restructuring transaction fee in connection with
       any recapitalization or restructuring of the Debtors,
       either out-of-court or through bankruptcy;

    b. a financing transaction fee in connection with any
       refinancing of the Debtors' indebtedness or new financing
       based on a percentage of the principal amount of committed
       capital successfully raised:

         * 1% for senior bank or secured institutional financing;
           plus

         * 3% for junior secured bank or junior institutional
           financing, mezzanine debt, subordinated debtor or
           unsecured debt; plus

        * 6% for equity,

       the Debtors say that the minimum fee will be $750,000;

    c. a change in control transaction fee in connection with a
       sale of the Debtors' stocks or assets in the form of a
       sale, merger, joint venture, or other similar transaction,
       whether out-of-court or pursuant to Section 363 sale, in
       the amount of 1% of the total consideration paid or payable
       to the Debtors.  The Debtors say that the minimum will be
       $750,000; and

    d. in the event that the Debtors combine a financing or
       refinancing transaction with another transaction and
       Giuliani Capital provides services in both transactions, a
       fee attributable to that transaction will be payable in
       addition to other transaction fee, but without duplication
       in the case of calculating total consideration paid or
       payable to the Debtors.  The Debtors say that the minimum
       fee will be $1 million.

Phillip Van Winkle, a managing director at Giuliani Capital,
assures the Court that the firm is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                     About Premium Papers

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com-- manufactures and markets a wide
variety of premium coated and uncoated printing papers, such as
Kromekote, Knightkote, and Carnival.  The Company and two of its
affiliates filed for chapter 11 protection on March 21, 2006
(Bankr. D. Del. Case No. 06-10269).  Ian S. Fredericks, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represents the Debtors in
their restructuring efforts.  The Official Committee of Unsecured
Creditors has retained Mary E. Seymour, Esq., at Lowenstein
Sandler PC, as its counsel.  When the Debtors filed for protection
from their creditors, they did not disclose their total assets but
estimated debts between $10 million and $50 million.


PULL'R HOLDINGS: Gets Interim Access to Lender's Cash Collateral
----------------------------------------------------------------
The Honorable Richard M. Neiter of the U.S. Bankruptcy Court for
the Central District of California, Los Angeles Division, gave
Pull'R Holdings LLC and Maasdam Pow'r Pull Inc. interim access to
cash collateral securing repayment of their debts to Merrill Lynch
Business Financial Services, Inc.

As of April 2006, the Debtors owe Merrill Lynch approximately
$6.85 million.

The Debtors can use the cash collateral according to a budget
filed with the Court.  A full-text copy of the budget is available
for free at http://ResearchArchives.com/t/s?8b67

Lawrence Diamant, Esq., at Robinson, Diamant & Wolkowitz, APC, at
Los Angeles, California, told the Court that the sufficient
working capital and liquidity afforded through the use of cash
collateral is vital to the Debtors' estates and creditors.  He
said the preservation and maintenance of the going concern value
of the Debtors' business is integral to a successful
reorganization or sale.

To provide the prepetition lenders with adequate protection, the
Debtors grant Merrill Lynch replacement liens and security
interests to the extent of any diminution in value of their
collateral pursuant to Sections 361 and 363 of the Bankruptcy
Code.

A hearing to consider final approval of the Debtors' request to
use cash collateral is scheduled at 2:00 p.m. on July 13, 2006.

Headquartered in Santa Fe Springs, California, Pull'R Holdings LLC
-- http://www.pullr.com/-- sell contractors' equipment and
tools.  They are known for brands such as Bucket Boss, Dead On
Tools, and the Maasdam Pow'R-Pull line.   The Company and its
affiliate, Maasdam Pow'r Pull Inc., filed for bankruptcy
protection on April 27, 2006 (Bankr. C.D. Calif. Case No.
06-11669). Lawrence Diamant, Esq., at Robinson, Diamant &
Wolkowitz, APC, represent the Debtors in their restructuring
efforts.  An Official Committee of Unsecured Creditors has not yet
been appointed.  When the Debtors filed for bankruptcy, they
reported $1 million to $10 million in total assets and $10 million
to $50 million in total debts.


QUANTUM CORP: Advanced Merger Cues S&P to Put B+ Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Quantum
Corp., including the 'B+' corporate credit rating, on CreditWatch
with negative implications.  This action follows the announcement
that Quantum Corp. is to acquire Advanced Digital Information
Corporation in a transaction valued at $770 million, approximately
$577 million net of ADIC's $193 million in cash as of the end of
the March 2006 quarter.

ADIC shareholders can elect to receive a portion of the price in
Quantum stock with the limitation that the total stock component
not exceed 10% of the value of the merger consideration.  The
remaining portion of the purchase price will be paid out of the
combined cash balances of the two companies (approximately $320
million) and with debt of up to $500 million.  ADIC had $454
million of revenues in fiscal 2005 and generated approximately $33
million of EBITDA.  Quantum estimates annual synergy-related cost
savings of $45 million.  Quantum's financial leverage was about
5.0x as of the end of the March 2006 quarter.  Depending on the
company's success in achieving synergies and the mix of stock,
cash, and debt in the financing of the transaction, leverage could
range from close to current levels to significantly higher.

"We will meet with management to discuss integration challenges
and the expected business position of the combined company,
including market and product coverage, operating scale, and
prospects for profitability improvements," said Standard & Poor's
credit analyst Josh Davis.  "We will also consider the effect of
the transaction on Quantum's financial leverage resulting from the
additional debt, as well as the contribution of ADIC's cash
earnings and cost synergies."


RADIO ONE: S&P Affirms BB- Rating & Revises Outlook to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Radio
One Inc. to negative from stable.  The ratings on Radio One,
including the 'BB-' corporate credit rating, were affirmed.  The
Maryland-based radio broadcaster had approximately $952.5
million in debt at March 31, 2006.

"The outlook revision to negative recognizes that Radio One's
leverage is meaningfully higher than our target ratio for the
company at the current rating level," said Standard & Poor's
credit analyst Alyse Michaelson Kelly.

EBITDA growth has not materialized as expected because of
generally weaker-than-expected radio advertising demand and
company-specific challenges in Los Angeles, the company's key
market.


REFCO INC: Has Until July 10 to Remove Actions
----------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended, until July 10, 2006, the
period within which Refco, Inc., and its debtor-affiliates may
file notices of removal with respect to pending Actions.

The Debtors told the Court that as of the filing of their
bankruptcy, they were plaintiffs in approximately 25 actions and
proceedings in a variety of state and federal courts throughout
the country.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, in New York, said that the Debtors have not
yet reviewed all the Actions to determine which should be removed
under Rule 9027(a) of the Federal Rules of Bankruptcy Procedure
because they have continued to focus primarily on stabilizing and
maximizing the value of the wind-down of their businesses.

Ms. Henry asserted that an extension will give the Debtors a
sufficient opportunity to assess whether the Actions can and
should be removed, thus, protecting their valuable right to
adjudicate lawsuits under Section 1452 of the Judiciary Code.

Based in New York, 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. (Refco Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REFCO INC: Chapter 7 Trustee Inks Settlement Agreement with Brewer
------------------------------------------------------------------
Albert Togut, the interim Chapter 7 trustee appointed to oversee
the liquidation of Refco, LLC, obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to enter
into a settlement agreement with:

   1.  Man Financial Inc.;

   2.  Howard Marella, George Cocalis, Michael Florez, Matthew
       Wright, John Norris, Brian Cullen, Jason Leander, and
       Dwayne Pliska -- Broker Defendants;

   3.  Brewer Futures Group LLC; and

   4.  Steven Brewer

                          Brewer Dispute

The Broker Defendants were associated with Refco LLC as futures
brokers in Refco LLC's Private Client Group.  The Private Client
Group provided futures trading services to an established
customer base of approximately 12,500 individual investors.  The
Private Client Group provided its customers access to futures
trading platforms and executed trade orders pursuant to its
customers' instructions.

As a condition of their association with Refco LLC, the Broker
Defendants each executed an agreement, pursuant to which they
agreed that, from the date of the agreement through two years
after the termination of the Broker Defendants' associations with
Refco LLC, they would not:

   (a) knowingly solicit customers that were customers of Refco
       LLC at any time in the two-year period before the end of
       the broker's association with Refco LLC;

   (b) knowingly solicit any employee or broker of Refco LLC;

   (c) speak or act in any matter that damaged the goodwill,
       business, or reputation of Refco LLC; or

   (d) reveal or disclose to any person outside Refco LLC any
       "Confidential Information," including information about
       current Refco LLC customers and "leads" identifying
       potential customers.  The Broker Defendants agreed that
       their obligation to protect Refco LLC's Confidential
       Information would remain in effect after the termination
       of their association with Refco LLC.

The Broker Defendants, except for Mr. Norris, terminated their
association with Refco LLC in late October 2005.  Mr. Norris
terminated his association in June 2005.  Subsequently, the
Broker Defendants became associated with Brewer Futures.

Beginning in late October 2005, and continuing through early
December 2005, the Chapter 11 Debtors and Mr. Togut received
information indicating that certain of the Broker Defendants, Mr.
Brewer, and other representatives of Brewer Futures had contacted
Refco LLC customers and encouraged them to transfer their futures
trading accounts to Brewer Futures.

The Chapter 11 Debtors notified the Broker Defendants and Brewer
Futures that their conduct was in violation of the Broker
Defendants' contractual commitments with Refco LLC.  The Debtors
demanded that the Broker Defendants cease and desist from
engaging in that conduct.

On Nov. 21, 2005, Refco LLC commenced an action in the
Circuit Court of Cook County, Illinois, against the Defendants.
Refco LLC sought a temporary restraining order to enjoin the
Defendants from engaging in the wrongful conduct.

                 Adversary Proceeding Vs. Brewer

Man Financial advised the Chapter 7 Trustee that the Refco LLC
estate had an obligation under the Acquisition Agreement to
pursue legal action against the Defendants and otherwise enforce
the Broker Defendants' obligations under the broker agreements.

Accordingly, in December 2005, Mr. Togut dismissed the State
Court Action, without prejudice, and, together with Man
Financial, commenced an adversary proceeding before the
Bankruptcy Court.  At the request of Chapter 7 Trustee and Man
Financial, the Bankruptcy Court issued a temporary restraining
order against the Defendants.

                       Settlement Agreement

Man Financial and the Defendants commenced discussions, which
culminated in a settlement agreement.

The salient terms of the Settlement Agreement include:

   (a) The Defendants will not solicit through October 31, 2007,
       any customer that was a customer of Refco LLC at any time
       after October 25, 2003, through the use of any
       "Confidential Information";

   (b) The Broker Defendants will deliver to Man Financial all
       documents taken from Refco LLC embodying "Confidential
       Information," if any;

   (c) From the date of the execution of the Settlement Agreement
       through Oct. 31, 2007, Man Financial will not use any
       information described in the "Confidentiality" provision
       of an Introducer Agreement dated August 1, 2004, between
       Man Financial and Brewer Futures, to solicit any customers
       introduced to it by Brewer Futures;

   (d) The Defendants will not solicit or employ through
       Oct. 31, 2007, any person employed by Man Financial who
       was employed in Refco LLC's Lind Waldock division at any
       time between October 31, 2003, and October 31, 2005; and

   (e) The parties execute mutual releases.

                        About Refco Inc.

Based in New York, 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. (Refco Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., 215/945-7000).


RIVERSTONE NETWORKS: Court Fixes June 1 as Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
4:00 p.m., on June 1, 2006, as the deadline for all creditors owed
money by Riverstone Networks, Inc., and its debtor-affiliate,
Parsons Paper Company, Inc., on account of claims arising prior to
Feb 7, 2005, to file their proofs of claim.

Creditors, including governmental units, must file written proofs
of claim on or before the June 1 claims bar date and those forms
must be delivered to:

          Riverstone Networks, Inc.
          c/o JPMorgan Trust Company, N.A.
          P.O. Box 56636
          Jacksonville, FL 32241-6636

or by messenger or overnight carrier:

          Riverstone Networks, Inc.
          c/o JPMorgan Trust Company, N.A.
          8475 Western Way, Suite 110
          Jacksonville, FL 32256

Based in Santa Clara, California, Riverstone Networks, Inc. --
http://www.riverstonenet.com/-- provides carrier Ethernet
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors.  Jeffrey S. Sabin, Esq., at Schulte Roth &
Zabel LLP represents the Official Committee of Unsecured
Creditors.  As of Dec. 24, 2005, the Debtors reported assets
totaling $98,341,134 and debts totaling $130,071,947.


SAINT VINCENTS: New York Hyperbaric Awaits Contracts Decision
-------------------------------------------------------------
New York Hyperbaric and Wound Care Centers, LLC, entered into
Management Services Agreements with Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates at St.
John's Queens Hospital dated November 2003, and at St. Vincent's
Hospital Staten Island dated November 2004.  The Agreements each
run for a term of three years, subject to automatic renewal for
additional one-year terms thereafter.

NYH asks the U.S. Bankruptcy Court for the Southern District of
New York to compel the Debtors to:

   (a) assume or reject the Agreements by a certain date,
       pursuant to Section 365 of the Bankruptcy Code; and

   (b) turn over funds held in trust for its benefit, pursuant to
       Section 541 of the Bankruptcy Code.

Pursuant to the Agreements, NYH manages and operates the
hyperbaric treatment facilities at St. John's Queens and St.
Vincent's Staten Island hospitals.  In return for a management
fee, NYH provides turn-key operations, which includes all
necessary leasehold improvements, hyperbaric chambers, computers,
documentation software, and all necessary staff to operate each
unit.

NYH also provides the Debtors information for billing patients
and their third-party payors.  The Debtors subsequently bill
the patients and third-party payors.

NYH is solely responsible for compensating all personnel deemed
necessary to perform its duties under the Agreements.

Dennis J. Drebsky, Esq., at Nixon Peabody LLP, in New York, tells
the Court that NYH's management fee is contingent on the Debtors'
receiving reimbursement from third-party payors.  To the extent
that reimbursement is denied from a third-party payor, the
Debtors are not obligated to remit to NYH any management fee for
the services.

NYH has worked with the Debtors since 2001, and has generated for
the Debtors operating revenues of more than $3,500,000.

Under the Agreements, the Debtors receive $400 per hyperbaric
oxygen therapy procedure.  For the fees charged, the Debtors'
only responsibility is for nominal charges associated with minor
supplies, cleaning, and oxygen.

Based on the average reimbursement rates per procedure, an
increase in one Chamber at each hospital would increase revenues
by 35% at each location.  This would, in turn, increase annual
gross revenues to each of the Debtors by $800,000 to
$1,000,000, and net profits by $300,000 to $500,000 per location.

The costs of adding a Chamber at each location are estimated to
aggregate $240,000, including the hiring of an additional staff
member to operate each Chamber.

Mr. Drebsky asserts that since the Debtors' financial obligations
under the Agreement are minimal, the Debtors' benefits far
outweigh their burdens.  The hyperbaric facilities at St. John's
Queens and St. Vincent's Staten Island hospitals result in
positive cash flow for the Debtors aggregating $1,200,000 to
$2,000,000 annually.  Thus, the Agreements are beneficial to the
Debtors and their estates.

With the security afforded by the Debtors' assumption of the
Agreements, NYH is willing to add another Chamber at each of St.
John's Queens and St. Vincent's Staten Island hospitals to
increase revenues to the Debtors and NYH under the Agreements by
30% to 40%, Mr. Drebsky tells the Court.

                        Turn over of Funds

NYH provided services to patients prepetition for which the
Debtors received payment.  Under the Agreements, the Debtors are
required to remit NYH's portion of the collected receivable after
they receive payment.

However, the Debtors failed to remit $1,000,000, to NYH for
prepetition services it rendered, Mr. Drebsky tells the Court.
The deadline for the Debtors to remit NYH's portion of the
collected receivable expired after the Petition Date.

Mr. Drebsky contends that the Debtors only have a property
interest in the portion of those receivables that they are
entitled to keep under the Agreements and have no property
interest, save bare legal title, in NYH's share of the collected
receivables.

According to Mr. Drebsky, the Debtors have been reimbursed and
paid for expenses that they never incurred and services that they
never provided.  Rather, NYH incurred the expenses and provided
the services for which the Debtors billed.  Accordingly, the
collections allocable to NYH under the Agreements are held in
trust by the Debtors for NYH and should be turned over to NYH.

                      About Saint Vincents

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. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Can Use CCC's Cash Collateral Until June 16
-----------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, its debtor-
affiliates and the Comprehensive Cancer Corporation of New York
agree to extend the Debtors' use of CCC's cash collateral through
June 16, 2006, pursuant to the Original Stipulation.

As reported in the Troubled Company Reporter on Sept. 22, 2005,
the Debtors and the CCC are parties to a Second Amended and
Restated Consulting and Administrative Services Agreement dated
April 11, 1996, wherein:

   (a) the CCC provides development, consulting, administrative,
       and other services to SVCMC with respect to the operation
       of its outpatient cancer center at 111 Eight Avenue, in
       New York.

   (b) the CCC acquires all equipment, furnishings and supplies
       necessary for the operation of the Cancer Center and makes
       the equipment available to SVCMC for the provision of the
       Cancer Center's patient care and treatment.

   (c) the CCC, on behalf of SVCMC and as its agent, bills in
       SVCMC's name and collects from the Cancer Center patients
       and responsible third parties for services provided by the
       Cancer Center.

   (d) to secure the payment of fees due to the CCC under the
       Agreement, SVCMC grants CCC a security interest in
       substantially all revenue generated by the Cancer Center.

On May 21, 2004, the Debtors entered into a $100 million Loan
Agreement with HFG HealthCo-4 LLC, pursuant to which SVCMC
granted a security interest to HFG in substantially all of
SVCMC's receivables, including the CCC Receivables.

In connection with the prepetition Loan Agreement, HFG and the CCC
entered into an Intercreditor Agreement pursuant to which HFG
agreed that, notwithstanding the date, manner, or order of
perfection of the security interests granted to the parties, the
CCC's lien on the CCC Receivables was first, prior, and senior to
HFG's liens on the CCC Receivables.

                       About Saint Vincents

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. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Files Pre-Negotiated Bankruptcy in New York
-------------------------------------------------------------
Silicon Graphics reached an agreement with all of its Senior
Secured bank lenders and with holders of a significant amount of
its Senior Secured debt on the terms of a reorganization plan that
will reduce its debt by approximately $250 million, greatly
simplifying its capital structure.

As part of this agreement with many of its major stakeholders, and
as the next step in its previously announced plan to reorganize
its businesses, the Company and its U.S. subsidiaries have filed
voluntary petitions under chapter 11 of the U.S. Bankruptcy Code
with the U.S. Bankruptcy Court for the Southern District of New
York, yesterday, May 8, 2006.

                  Subsidiaries Not Included

SGI's non-U.S. subsidiaries, including European, Canadian,
Mexican, South American and Asia Pacific subsidiaries:

    * were not included in the filing;

    * will continue their business operations without supervision
      from the U.S. courts; and

    * will not be subject to the requirements of chapter 11.

The company expects to file its Plan of Reorganization reflecting
the agreement shortly, and to emerge from Chapter 11 within six
months.

"We want to assure our customers, our employees and our
communities that SGI is operating-business as usual," Dennis P.
McKenna, the recently appointed, Chairman and CEO of SGI, stated.
"Our customers can continue to rely on SGI for its mission-
critical products, services, and support."

                    Significant Events

The Company says that the reorganization is planned with no
disruption to day-to-day customer and partner activities as the
Company positions itself to recapture mindshare and market share.
Over the last 100 days, the Company under the leadership of its
new management team has had several significant achievements.
During this time it has:

    * Assembled a new management team including a new Chief
      Executive Officer and Chief Financial Officer, as well as
      the appointment of other experienced executives;

    * Closed on some significant sales orders reflecting continued
      customer confidence in SGI;

    * Completed a program that has resulted in $100 million in
      annualized cost savings with an additional $50 million in
      savings underway;

    * Identified additional paths to streamline operating and
      administrative costs;

    * Improved efficiencies in its manufacturing operations;

    * Strengthened and expanded its product roadmap; and

    * Implemented a plan to reposition its product and market
      focus to take advantage of the Company's significant
      technology and market potential.

"This is a necessary and responsible step that will strengthen the
Company and foster a sustained turnaround at SGI.  This milestone
marks a fundamental and comprehensive change," Mr. McKenna
continued.  "Our customers and partners want the Company to
succeed because of the value SGI continues to bring to the
disciplines and capabilities of discovery, innovation, engineering
and information transformation which are at the center of the
world's achievements and business processes."

"We expect to proceed quickly and will emerge from these
proceedings with a significantly improved balance sheet and, as a
result, greater operating flexibility.  I am confident in SGI's
future.  The new direction I have set is comprehensive, the
product portfolio we will unveil is expansive and our dedication
to customer satisfaction is unwavering," Mr. McKenna added.

                         Financing

Certain holders of the Company's existing Senior Secured notes are
providing SGI with a $70 million financing facility.  The Senior
Secured notes represent a majority of the Company's total
outstanding debt.  Subject to approval by the bankruptcy court,
the proceeds from the financing together with cash generated from
daily operations and cash on hand, will be used to paydown a
portion of SGI's pre-petition debt and to fund operating expenses
including post-petition supplier payments, employee wages and
benefits, and other operating expenses.

The agreement contemplates that the Company's existing Senior
Secured bondholders will be converting their existing debt into
the new equity of SGI and, through a rights offering, will have
the opportunity to purchase $50 million of additional new equity.
The $50 million rights offering is being backstopped by certain of
these bondholders to ensure that the Company raises the full
$50 million of new equity capital.  It is contemplated that the
$50 million of new capital will be used to reduce debt and further
enhance the Company's liquidity.

Upon confirmation of the plan, the new common stock of the Company
will be issued to the holders of SGI's Senior Secured bonds in the
manner described above.  All of SGI's existing common stock and
the unsecured subordinated debentures will be cancelled upon
confirmation of the plan by the court and receive no recovery.
Accordingly, the Company believes that SGI's currently outstanding
common stock and unsecured subordinated debentures have no value.

Mr. McKenna concluded by stating "We regret the effect that this
will have on SGI's shareholders and other unsecured creditors.
SGI plays a critical role in the world's infrastructure.  This
needs to be preserved."

SGI's principal bankruptcy counsel is Weil, Gotshal & Manges LLP.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.


SILICON GRAPHICS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Silicon Graphics, Inc.
        dba Silicon Graphics Computer Systems
        dba SGI, Inc.
        dba SGI
        1500 Crittenden Lane
        Mountain View, California 94043-1351
        Tel: (650) 960-1980

Bankruptcy Case No.: 06-10977

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                      Case No.
      ------                                      --------
      Silicon Graphics Federal, Inc.              06-10978
      Cray Research, LLC                          06-10979
      Silicon Graphics Real Estate, Inc.          06-10980
      Silicon Graphics World Trade Corporation    06-10981
      Silicon Studio, Inc.                        06-10982
      Cray Research America Latina Ltd.           06-10983
      Cray Research Eastern Europe Ltd.           06-10984
      Cray Research India Ltd.                    06-10985
      Cray Research International, Inc.           06-10986
      Cray Financial Corporation                  06-10987
      Cray Asia/Pacific, Inc.                     06-10988
      ParaGraph International, Inc.               06-10989
      WTI-Development, Inc.                       06-10990

Type of Business: The Debtor is a leader in high-performance
                  computing, visualization and storage products.
                  It provides technology mainly for government and
                  defense applications, energy, and scientific and
                  technical computing.  See http://www.sgi.com

Chapter 11 Petition Date: May 8, 2006

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Gary Holtzer, Esq.
                  Shai Y. Waisman, Esq.
                  Weil Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Tel: (212) 310-8463
                  Fax: (212) 310-8007

Total Assets: $369,416,815

Total Debts:  $664,268,602

Debtor's Consolidated List of their 30 Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
JPMorgan Chase Bank and          Bond Debt          $56,776,000
JPMorgan Institutional
Trust Services
2001 Bryan Street, 10th Floor
Dallas, TX 75201

Solectron                        Trade Debt         $10,088,793
847 Gibraltar Drive
Milpitas, CA 95035

Engenio Information              Trade Debt          $4,623,372
Technologies
1621 Barber Lane
Milpitas, CA 95035

IBM                              Trade Debt          $2,262,177
1133 Westchester Avenue
White Plains, NY 10604

United Properties                Trade Debt          $2,058,803
3500 West American Boulevard
Suite 200
Bloomington, MN 55431

Datadirect Networks              Trade Debt          $1,724,720
9230 Lurline Avenue
Chatsworth, CA 91311-6041

Celestica                        Trade Debt          $1,349,152
1150 Eglinton Avenue East
Toronto, Ontario M3C 1H7
Canada

Xyratex                          Trade Debt            $919,897
2031 Concourse Drive
San Jose, CA 95131

Storage Technology               Trade Debt            $711,340
1 Storage Tek Drive
Louisville, CO 80028-0001

SPL Integrated Solutions         Trade Debt            $696,576
9180 Rurnsey Road, Suite D4
Columbia, MD 21045

Smart Modular Technologies       Trade Debt            $695,781
4211 Starboard Drive
Fremont, CA 94538

Avago Technologies U.S., Inc.    Trade Debt            $687,500
350 West Trimble Road
Building 90
San Jose, CA 95131

Christie Digital Systems         Trade Debt            $678,700
10550 Camden Drive
Cypress, CA 90630

Micron Semiconductor Products    Trade Debt            $625,053
8000 South Federal Way
Boise, ID 83707-0006

Act 1                            Trade Debt            $591,974
1999 West 190th Street
Torrance, CA 90504-6202

Electronic Data Systems          Trade Debt            $588,109
5400 Legacy Drive
Plano, TX 75024-3199

PDSI                             Trade Debt            $581,537
664 Southeast Bayberry Lane
Suite 105
Lee's Summit, MO 64063

Trident Computer                 Trade Debt            $528,382
Resources, Inc.
151 Industrial Way East
Building A
Eatontown, NJ 07724

GyroGroup                        Trade Debt            $510,443
30 Maiden Lane, Suite 500
San Francisco, CA 94108

EBM-Papst                        Trade Debt            $474,264
100 Hyde Road
Farmington, CT 06032-2835

Trilogy Computer                 Trade Debt            $450,000
Industry Solutions
6011 West Courtyard Drive
Austin, TX 78730

Harwood International Corp.      Trade Debt            $438,850
2828 North Harwood
16th Floor
Dallas, TX 75201

Meritec                          Trade Debt            $385,424
c/o Ohio Associated
Enterprises LLC
1382 West Jackson Street
Painesville, OH 44077-1306

Synopsys                         Trade Debt            $375,000
700 East Middlefield Road
Mountain View, CA 94043-4024

Interactive Supercomputing LLC   Trade Debt            $362,500
135 Beaver Street
Waltham, MA 02452

Q-Logic                          Trade Debt            $314,940
26650 Aliso Viejo Parkway
Aliso Viejo, CA 92656

Crenlo LLC                       Trade Debt            $308,640
1600 4th Avenue, Northwest
Rochester, MN 55091

Davis Polk & Wardwell            Trade Debt            $294,087
1600 El Camino Real
Menlo Park, CA 94025

Atlas Manufacturing              Trade Debt            $247,576
81 Somerset Place
Clifton, NJ 07012-1197

Securitas Security               Trade Debt            $243,285
Services USA Inc.
2 Campus Drive
Parsippany, NJ 07054


SONICBLUE INC: Has Until July 20 to File Plan of Reorganization
---------------------------------------------------------------
The Honorable Marilyn Morgan of the U.S. Bankruptcy Court for
the Northern District of California extended until July 20, 2006,
the period within which SONICblue Incorporated and its debtor-
affiliates have the exclusive right to file a plan of
reorganization.  The Court also extended the period within which
the Debtors have the exclusive right to solicit acceptances of
that plan until Sept. 19, 2006.

The Court extended the exclusive periods after the Official
Committee of Unsecured Creditors supported the proposed extension
and no objections were filed with the Court by the objection
deadline.

Headquartered in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The Company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems, Inc., ReplayTV, Inc., and Sensory Science
Corporation, filed for chapter 11 protection on Mar. 21, 2003
(Bankr. N.D. Calif. Case Nos. 03-51775 to 03-51778).  Craig A.
Barbarosh, Esq., at the LAw Offices of Pillsbury Winthrop,
represents the Debtors in their restructuring efforts.  Anne E.
Wells, Esq., and Craig M. Rankin, Esq., at Levene, Neale, Bender,
Rankin and Brill represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed assets totaling $342,871,000 and debts
totaling $335,473,000.


STEVEN CADY: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Steven Paul Cady
        Connie Jean Cady
        5120 West Cherry Lane
        Meridian, Idaho 83642-5366

Bankruptcy Case No.: 06-00502

Chapter 11 Petition Date: May 5, 2006

Court: District of Idaho (Boise)

Judge: Jim D. Pappas

Debtor's Counsel: D. Blair Clark, Esq.
                  Ringert Clark Chartered
                  P.O. Box 2773
                  Boise, Idaho 83701-2773
                  Tel: (208) 342-4591
                  Fax: (208) 342-4657

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Monte Vista, Inc.                Monte Vista Mobile  $1,905,265
c/o Pioneer Title Co.            Home Park
8151 West Rifleman
Boise, ID 83704

Dennis Walker                    Partial Summary       $922,747
c/o Thomas Walker, Esq.          Judgment
800 Park Boulevard, Suite 790
Boise, ID 83707

Beatrice Cady                    Personal Loan         $667,080
c/o Pioneer Title Co.
8151 West Rifleman
Boise, ID 83704

Jones Hess                       Security Interest     $200,000

American Express                 Credit Card            $61,099

Trout Nemec                      Attorneys Fees         $50,000

KeyBank                          Loans                  $46,059

United Visa                      Credit Card            $24,603

D & D Plumbing                   Plumbing Services      $11,943

Washington Trust Savings         Monte Vista Mobile     $11,152
                                 Home Park

Macy's                           Credit Card             $5,171

Wells Fargo Card Services        Wells Fargo Cash        $1,943
                                 Reserve


TECH INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tech Industries, Inc.
        P.O. Box 345
        Centralia, Illinois 62801

Bankruptcy Case No.: 06-60140

Type of Business: The Debtor manufactures sheet metal and
                  provides roof-building services.

Chapter 11 Petition Date: May 5, 2006

Court: Southern District of Illinois (Effingham)

Debtor's Counsel: Steven M. Wallace, Esq.
                  Kunin Law Offices LLC
                  412 Missouri Avenue
                  East St. Louis, Illinois 62201-3016
                  Tel: (618) 274-0434
                  Fax: (618) 274-8369

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
City of Centralia                       $190,696
222 South Poplar
P.O. Box 569
Centralia, IL 62801

Depew & Owen Builders, Inc.             $111,498
P.O. Box 1252
511 South Oak
Centralia, IL 62801

Phillips Mfg. & Tower Co.                $86,718
1287 Solutions Center
Chicago, IL 60677-1002

Guy M. Turner, Inc.                      $58,750

Jandinox                                 $30,480

Milacron Marketing Co.                   $29,843

Donco Electrical                         $26,794

T&B Tube Co., Inc.                       $24,731

Watts Electric, Inc.                     $24,372

Polyone Corporation                      $23,401

Griffico Quality Solutions, Inc.         $22,880

Aries Logistics, Inc.                    $21,228

Technical Sales & Service, Inc.          $20,731

Steel Technologies                       $18,605

Feroleto Steel Co., Inc.                 $13,563

Lee Steel Corp.                          $13,033

APD Plastics                              $8,788

Gespal Partnership                        $8,500

Vincent Industrial Plastics               $8,414

Geary Properties LP No. 1                 $7,200


TENASKA ALABAMA: S&P Raises $361 Mil. Bonds' Rating to BB- from B+
------------------------------------------------------------------
Standard & Poor's Rating Services raised its rating on Tenaska
Alabama Partners L.P.'s $361 million 7% senior secured bonds due
in 2021 to 'BB-' from 'B+', following a similar rating action on
The Williams Cos. Inc. (Williams; BB-/Positive/B-2).  The outlook
is positive.

TAP used the proceeds of the bond offering to refinance the 844 MW
Tenaska Lindsay Hill Generating Station, a combined-cycle, natural
gas- and oil-fired power plant near Billingsley, Alabama.

The plant commenced commercial operations in 2002 and sells
fuel-conversion services under a 25-year tolling agreement with
Williams Power Co Inc., a unit of Williams.

"The positive outlook on TAP currently reflects the positive
outlook on Williams as the guarantor of the offtaker's obligations
under the fuel conversion services agreement," said Standard &
Poor's credit analyst Daniel Welt.

"At higher ratings levels, the project's sensitivity to dispatch
and expected coverages in the range of 1.3x would replace offtaker
credit as the binding constraint on the rating," said Mr. Welt.


TEX STAR: Section 341(a) Meeting Rescheduled to May 23
------------------------------------------------------
Lawrence J. Maun, Esq., Tex Star Can, LLC's counsel, gave notice
that the meeting of the Debtor's creditors has been reset to 1:00
p.m., on May 23, 2006, at the Bob Casey Federal Building, Suite
3401, 515 Rusk Avenue in Houston, Texas.  This is the first
meeting of creditors required in all bankruptcy cases under
Section 341(a) of the Bankruptcy Code.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in College Station, Texas, Tex Star Can, LLC, filed
for chapter 11 protection on Apr. 3, 2006 (Bankr. S.D. Tex. Case
No. 06-31395).  Lawrence J. Maun, Esq., at Lawrence J. Maun, P.C.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated assets between $10 million and $50 million
and estimated debts between $1 million and $10 million.


THILMANY LLC: S&P Affirms $130 Million Term Loan's BB- Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its senior secured
bank loan and recovery ratings on the $130 million term loan of
Thilmany LLC (B+/Stable/--), which was increased from $90 million.
The term loan is rated 'BB-', one notch above the corporate credit
rating, with a recovery rating of '1', indicating the expectation
for the full recovery of principal in the event of a payment
default.

Thilmany LLC will use the proceeds from the bank financing, the
$150 million senior subordinated notes offering, and equity
infusions from the equity sponsor, Kohlberg & Co., to fund its
$268 million acquisition of Packaging Dynamics Corp. and repay
existing debt.  When the transaction closes, which is expected to
occur in the second quarter of 2006, Thilmany will be renamed
Packaging Dynamics Corp.

"The ratings on the Kaukauna, Wisconsin-based specialty paper
producer -- the combination of Thilmany and Packaging Dynamics --
reflect the company's participation in the small and mature niche
markets of the specialty paper industry, limited operating
diversity, weak operating margins, thin free cash flow, and
aggressive financial leverage," said Standard & Poor's credit
analyst Dominick D'Ascoli.  "The ratings also reflect the
company's good market share in the North American specialty paper
industry and specialty nature of its products, which result in
relatively stable financial performance."

Ratings List:

  Thilmany LLC (to be renamed Packaging Dynamics Corp.)

    -- Corporate credit rating      B+/Stable/--

Rating Affirmed:

    -- Bank loan rating           BB- (Recov rtg: 1)


TOWN SPORTS: S&P Keeps B Corporate Credit Rating on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on New York-
based Town Sports International Holdings Inc. (B/Watch Dev/--) and
its subsidiary, Town Sports International Inc. (B/Watch Dev/--),
on CreditWatch with developing implications, where they were
placed on July 1, 2005.  Developing implications indicate a
possible upgrade or downgrade in response to pending events.

Town Sports has announced that it is proceeding with plans for an
IPO and that a significant portion of the proceeds will be used to
retire existing debt.  Town Sports also announced a cash tender
offer for up $85 million of its outstanding 9.625% senior notes
due 2011 and a possible clawback of up to 35% of its senior
discount notes due 2014.  Completion of the tender offer is
subject to completion of a proposed registered offering of common
stock and other conditions.

"The CreditWatch listing continues to reflect some uncertainty
surrounding the company's plans," said Standard & Poor's credit
analyst Andy Liu.  "It is not entirely clear that Town Sports has
ceased exploring other strategic alternatives."

If Town Sports completes the IPO and uses proceeds to reduce debt,
the resulting improvement in credit measures could warrant an
upgrade.  On the other hand, a sale of the company that leads to
an increase in interest expense and total debt may warrant a
downgrade.


TRESTLE HOLDINGS: Singer Lewak Raises Going Concern Doubt
---------------------------------------------------------
Singer Lewak Greenbaum & Goldstein LLP in Santa Ana, California,
raised substantial doubt about Trestle Holdings, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended
Dec. 31, 2004, and 2005.  The auditor pointed to the Company's
recurring losses and accumulated deficit.

Trestle Holdings, Inc., filed its consolidated financial
statements for the year ended Dec. 31, 2005, with the Securities
and Exchange Commission on March 31, 2006.

The Company reported a $5,564,000 net loss on $4,007,000 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $4,448,000 in
total assets, $1,853,000 in total liabilities, and $2,5595,000 in
total stockholders' equity, which includes a $50,325,000
accumulated deficit.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?8b1

Trestle Holdings, Inc., develops and sells digital tissue imaging
products and solutions for improved workflow, analysis and data
mining in support of pathology in clinical and biopharmaceutical
applications. Trestle also develops and sells telemedicine
applications, which link disbursed users in the healthcare market.
The Company's digital tissue imaging products -- MedMicro(TM) and
DSM(TM) -- provide a digital platform to share, store, and analyze
tissue images.  Trestle's MedReach(TM) product provides healthcare
organizations with a cost effective platform for remote
examination, diagnosis, and treatment of patients.  Products
currently under development for Xcellerator(TM) service platform
will provide digital workflow applications and services, image
acquisition and digitization services, data warehousing services
and data mining applications and services for tissue informatics
in support of drug safety, drug discovery, and drug development in
biopharmaceutical applications as well as certain clinical
applications.


UAL CORP: 7th Circuit Affirms Lower Court's Ruling on CBA Changes
-----------------------------------------------------------------
The U.S. Court of Appeals for the Seventh Circuit affirms a lower
court decision approving modifications to United Air Lines, Inc.'s
collective bargaining agreement with the Air Line Pilots
Association, International.

The Court of Appeals rejects an appeal lodged by the United
Retired Pilots Benefit Protection Association.

Circuit Judges William J. Bauer, Richard A. Posner, and Ann
Claire Williams hold that vacating the Letter Agreement would
unravel the proceedings under 29 U.S.C. Section 1342 regarding
the involuntary termination of United's pension plans and
"perhaps of the entire bankruptcy.

That would be a "logical" remedy but unnecessarily disruptive,
says Judge Posner, who penned the 13-page opinion.

Judge Posner notes that the Bankruptcy Court granted a request by
the Pension Benefit Guaranty Corporation to terminate the Pension
Plans.  The Termination Order is on appeal.  Assuming the Order
is upheld, the PBGC will become the obligor of the retired
pilots' vested pension rights.

As previously reported, Judge Wedoff of the U.S. Bankruptcy Court
allowed United to eliminate the contractual pension rights of its
3,000 or so retired pilots without a hearing to determine whether
they should receive "replacement" benefits, which United had
given its active pilots.

URPBPA took an appeal from Judge Wedoff's order to the U.S.
District Court for the Northern District of Illinois.  URPBPA
argued that the Bankruptcy Court shouldn't have approved the
agreement without giving the retired pilots a chance to
participate in the negotiations for replacement benefits.  URPBPA
said its participation might have resulted in the retired pilots
receiving replacement benefits too.

However, the District Court upheld Judge Wedoff's decision,
prompting URPBPA to elevate the matter to the Court of Appeals.

According to Judge Posner, had United thought the retired pilots
worth buying off, it would have offered them something for a "no
fight" clause similar to the one in the Letter Agreement.  The
fact that United did not do this is evidence that the retired
pilots had nothing to "sell."

"All we could do would be to direct the bankruptcy judge on
remand to determine what he would have insisted that the retired
pilots receive in the agreement, as a condition of his approving
it, had he realized they had the same kind of interest as the
active pilots, namely the interest conferred by a right to mount
an opposition to the termination of the pension plans," Judge
Posner says.

"But there would be no objective basis for calculating the value
that such a right would command in a hypothetical negotiation."

A full-text copy of the Appeals Court decision is available for
free at http://ResearchArchives.com/t/s?8bb

URPBPA will take an appeal from the Seventh Circuit's decision to
the U.S. Supreme Court.

                         About UAL Corp.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  When the
Debtors filed for protection from their creditors, they listed
$24,190,000,000 in assets and $22,787,000,000 in debts.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20,
2006.  The Company emerged from bankruptcy protection on Feb. 1,
2006.  (United Airlines Bankruptcy News, Issue No. 122; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


UNITED COMPONENTS: Closing Mexican Filter Manufacturing Plant
-------------------------------------------------------------
United Components, Inc., will close its Mexican filter
manufacturing plant and transfer production to its Albion,
Illinois filter manufacturing facility.  In 2005, the Mexican
facility produced approximately 13% of the Company's filters.

The Company expects to close the Mexican plant by the end of the
third quarter of 2006.

In the first quarter of 2006, the Company incurred $400,000 of
professional fees and other costs related to the consolidation of
its operations in Illinois.  In the second quarter of 2006, the
Company will record an additional pretax loss of approximately
$6.2 million related to closing the Mexican facility and the
consolidation.

The loss includes approximately $2 million of severance payments,
a $1.9 million non-cash write-down of land and building to
estimated net realizable value, $1.3 million of non-cash equipment
write-offs and $1 million of other cash costs.

The Company will not recognize tax benefits on approximately $4.4
million of these losses because realization of benefits is not
probable.  In connection with this consolidation, the Company will
spend approximately $1.3 million for capital expenditures.

                      About United Components

United Components, Inc. -- http://www.ucinc.com/-- is among North
America's largest and most diversified companies servicing the
vehicle replacement parts market.  The company supplies a broad
range of products to the automotive, trucking, marine, mining,
construction, agricultural and industrial vehicle markets.  The
company's customer base includes leading aftermarket companies as
well as a diverse group of original equipment manufacturers.

                            *   *   *

As reported in the Troubled Company Reporter on April 26, 2006,
Moody's Investors Service lowered the ratings of United
Components, Inc. -- Corporate Family, to B2 from B1; senior
secured revolving credit to B2 from B1, and senior subordinated
notes, to Caa1 from B3.  Moody's also assigned a B2 rating to the
company's new $330 million senior secured term loan D.

The downgrade reflected Moody's expectation that UCI's credit
metrics, which eroded during 2005 as a result of higher raw
material costs, lower production volumes, other product mix issues
will come under further pressure with the acquisition of water
pump manufacturer ASC Industries, Inc.

As reported in the Troubled Company Reporter on April 24, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on United Components Inc. to 'B+' from 'BB-' and its rating
on UCI's $230 million senior subordinated notes to 'B-' from 'B'.

Standard & Poor's also assigned its 'BB-' rating to UCI's proposed
$330 million term loan D senior secured credit facility and
assigned a recovery rating of '1'.  The ratings were removed from
CreditWatch, where they had been placed on March 9 with negative
implications.


UNIVERSAL HOSPITAL: Moody's Affirms B3 Rating on $260MM of Notes
----------------------------------------------------------------
Moody's Investors Service affirmed a rating of B3 on the senior
unsecured notes of Universal Hospital Services, Inc. due in 2011.
Moody's also affirmed the Corporate Family rating at B2.  These
rating actions reflect the company's reasonable access to external
liquidity, moderate leverage for the rating category and recent
top-line growth coupled with a tight cost control discipline.

Moody's affirmed ratings:

   * Affirmed the B3 rating on the $260 million senior unsecured
     notes due 2011
   * Affirmed the Corporate Family rating at B2

Moody's withdrawn rating:

   * $100 million senior secured revolving credit facility, due
     2008, rated B1

The B2 Corporate Family Rating primarily reflects the following
three factors:

   1) the company's good access to external liquidity;
   2) moderate leverage as measured by debt to EBITDA; and
   3) recent top-line growth coupled with a strong cost control
      discipline.

In terms of liquidity, the company maintains a $125 million, five-
year asset-based revolving credit facility that is not rated by
Moody's.  The facility was sized to accommodate opportunistic
acquisitions.  The revolver provides substantial alternative
liquidity to the company both from the standpoint of absolute size
and the sufficiency of cushion under the covenants.

Leverage as measured by adjusted total debt to EBITDA was roughly
4.4 times as of December 31, 2005.  It is Moody's expectation that
this ratio will decline to 4.0 times or below during 2006, a level
that is more consistent with a Ba3 Corporate Family Rating.

Also supporting the rating is adequate top-line growth with
revenues increasing by a 15% CAGR during 2000 to 2005.  Growth of
8% during 2005 is particularly noteworthy given that hospital
census was negative during most of the year.

The company has maintained tight control over expenses and removed
$5 million in selling, general and administrative costs during the
second half of 2005 in an effort to size the company in response
to revenue growth headwinds from weakening hospital census and
pricing pressure experienced on some contract renewals.  EBITDA
margin was maintained at 35% despite the loss of business due to
hurricanes, the bankruptcy of a material client, weak hospital
census, rising gasoline costs and the Baxter IV infusion pump
recall.

Weighing on the ratings are the company's weak free cash flow,
modest interest coverage and negative book equity.  Adjusted cash
flow from operations to adjusted debt was 14.1% for 2005, a level
consistent with a B1 rating.  It is anticipated that this metric
will improve moderately during 2006.  Adjusted free cash flow to
adjusted debt was a modest 0.8% for 2005, a level that is low for
the B2 category.

Weak free cash flow has been the result of aggressive growth
capital expenditures that have been the norm for the last several
years.  The company nevertheless has the flexibility to reduce its
growth capital expenditures and redeploy the cash to debt
retirement if revenues lag.

The company's capital expenditures have also become more efficient
over time, declining from 44% of total sales in 1999 to 19% in
2005.  Moody's expects a continuation of this trend although it is
not anticipated that free cash flow to adjusted debt will rise
materially above 1.5% to 2.0% of adjusted debt.

The stable outlook anticipates moderate, mid-single digit revenue
growth with operating cash flow adequate to cover both maintenance
and growth capital expenditures.  Free cash flow is expected to
remain at modest levels with a refinancing of existing debt a
likely event.

If deterioration in operations impairs the company's access to its
revolving credit facility or if there is a shift in financial
policy to a more aggressive acquisition posture, Moody's may
consider downgrading the company's ratings.  The ratings may also
come under pressure if there is a continual drop in hospital
census coupled with an inability to control expenses, thereby
resulting in a narrowing of margins beyond expected levels and a
return to material, negative free cash flow.

The ratings could be positively affected if free cash flow to debt
improves to a level of approximately 5% or above on a sustained
basis.  The ratings could come under upward pressure if the
company further develops services ancillary to its equipment
outsourcing business that results in continued, moderate growth in
sales and gross contribution dollars, thereby enabling the company
to reduce it reliance on high growth capital spending to fuel
sales.

The company maintains a $125 million senior secured asset-based
revolving credit facility that is secured by all tangible and
intangible assets of the company.  This facility is not rated by
Moody's.  The $260 million unsecured senior notes are rated at one
level below the Corporate Family Rating, reflecting the effective
subordination of this debt class to the secured bank facility.

Universal Hospital Services, Inc. is a leading medical equipment
lifecycle services company.  UHS offers comprehensive solutions
that maximize utilization, increase productivity and support
optimal patient care resulting in capital and operational
efficiencies.  UHS currently operates through more than 75
offices, serving customers in all 50 states and the District of
Columbia.


URANIUM RESOURCES: Losses & Deficit Prompt Going Concern Doubt
--------------------------------------------------------------
Hein & Associates, LLP, expressed substantial doubt about Uranium
Resources Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the year ended Dec.
31, 2005.  The auditing firm pointed to the Company's recurring
losses from operations and its stockholders' deficit at
Dec. 31, 2005.

For the year ended Dec. 31, 2005, the company reported a
$35 million net loss on $4.9 million of net revenues compared to
$15.9 million of net income on $1 million of net revenues in 2004.

As of Dec. 31, 2005, the company's balance sheet showed total
assets of $17.9 million and total debts of $53.9 million,
resulting in a $36 million stockholders' deficit.

A full-text copy of Uranium Resources' Annual Report for the year
ended Dec. 31, 2005, is available for free at

                http://researcharchives.com/t/s?8b5

Headquartered in Dallas, Texas, Uranium Resources Inc. --
http://www.uraniumresources.com/-- specializes in in-situ
solution mining and holds mineralized uranium materials in South
Texas and New Mexico.   Since 1988, the Company has produced about
6.1 million pounds of uranium from two South Texas properties, 3.5
million pounds from Kingsville Dome and 2.6 million pounds from
Rosita.  Additional mineralized uranium materials exist at the
Kingsville Dome and Rosita properties.  In 1999, the Company shut
down its production due to depressed uranium prices, and from the
first quarter of 2000 until December 2004, it had no source of
revenue and had to rely on equity infusions to remain in business.


US AIRWAYS: BofA Appeals Pact Breach Suit Ruling with Dist. Court
-----------------------------------------------------------------
Bank of America, N.A. (USA) took an appeal to the U.S. District
Court for the Eastern District of Virginia from the Bankruptcy
Court's decision denying its request for summary judgment on its
claim against US Airways, Group, Inc., and US Airways, Inc., for
breach of the Co-Branded Card Agreement dated May 20, 2003.

As previously reported, Bank of America, N.A. (USA) filed a
lawsuit in the Court of Chancery of the State of Delaware against
US Airways Group, Inc., US Airways, Inc., and America West
Airlines Inc.

Bank of America alleged that US Airways breached its frequent
flier credit card contract with Bank of America by entering into
a similar, competing agreement with Juniper Bank, and allowing
Juniper to issue a US Airways frequent flier credit card.  Bank
of America further alleged that US Airways Group and America West
induced these breaches.

Subsequently, the litigation was transferred to the Bankruptcy
Court as Adversary Proceeding No. 06-01031-SSM, where Bank of
America sought partial summary judgment on the breach of contract
claim against US Airways.

                    Summary Judgment is Denied

Judge Mitchell denies Bank of America's request for partial
summary judgment on its claim against US Airways for breach of
the Co-Branded Card Agreement dated May 20, 2003.

The Court precluded any discharge of Bank of America's Adversary
Claims against US Airways under the Agreement by reason of the
Bank's decision not to pursue its claims pursuant to the
administrative expense claims request process.

Bank of America wants the District Court to review whether the
Bankruptcy Court erred in:

    * ruling that US Airways committed only partial breach of the
      exclusivity clause of the Co-Branded Card Agreement between
      Bank of America and US Airways dated as of May 20, 2003;

    * ruling that Bank of America was estopped from asserting a
      claim against US Airways for breach of contract, where:

      -- there was insufficient record evidence to support the
         ruling, and the Bankruptcy Court considered evidence that
         was either outside the record or that should not have
         been considered;

      -- Bank of America expressly preserved the right to sue US
         Airways for breach;

      -- the Bankruptcy Court found that Bank of America had
         preserved its rights, in a way that it could neither be
         found to have waived its rights, nor to be barred from
         asserting its claim by the bar date for administrative
         claims; and

      -- US Airways could not reasonably have relied on Bank of
         America's alleged representations, silence, or inaction;
         and

    * denying Bank of America's request for partial summary
      judgment.

                         About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date. (US Airways Bankruptcy
News, Issue No. 118; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


USA COMMERCIAL: Wants to Hire Ray Quinney as Bankruptcy Counsel
---------------------------------------------------------------
USA Commercial Mortgage Company and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Nevada for authority to
employ Ray Quinney & Nebeker, P.C., as their bankruptcy counsel.

Ray Quinney will:

   a. prepare on behalf of the Debtors any necessary motions,
      applications, answers, orders, reports and papers as
      required by applicable bankruptcy or non-bankruptcy law,
      dictated by the demands of the cases, or required by the
      Court, and represent the Debtors in proceedings and
      hearings;

   b. assist the Debtors in analyzing and pursuing any proposals
      relating to the disposition of assets of the Debtors'
      estate;

   c. review, analyze and advise the Debtors regarding claims or
      causes of action to be pursued on behalf of their
      respective estates;

   d. assist Debtors in providing information to creditors,
      partners in interest and investors;

   e. review, analyze and advise the Debtors regarding any fee
      applications or other issues involving professional
      compensation in the Debtors' respective cases;

   f. prepare and advise the Debtors regarding any chapter 11
      plan filed by the Debtors and advise the Debtors regarding
      chapter 11 plans filed by other constituents in the
      Debtors' respective cases;

   g. assist the Debtors in negotiations with various creditor
      constituencies regarding treatment, resolution and payment
      of the creditors' claims;

   h. review and analyze the validity of the claims filed and
      advise the Debtors as to the filing of objections to
      claims, if necessary;

   i. provide continuing legal advice with respect to the
      bankruptcy estate, litigation, avoidance actions and other
      legal matters; and

   j. perform all other necessary legal services as may be
      required by the needs of the Debtors.

Annette W. Jarvis, Esq., a Ray Quinney partner, tells the Court
that the Firm's professionals bill:

      Professional                 Hourly Rate
      ------------                 -----------
      Partners                     $245 - $315
      Senior & Special Counsel     $230 - $315
      Associates                   $195 - $250
      Paralegals                      $120

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

Ms. Jarvis can be reached at:

      Annette W. Jarvis, Esq.
      Ray Quinney & Nebeker, P.C.
      36 South State Street, Suite 1400
      P.O. Box 45385
      Salt Lake City, Utah 84145-0385
      Tel: (801) 532-1500
      Fax: (801) 532-7543
      http://www.rqn.com

Based in Las Vegas, Nevada, USA Commercial Mortgage Company
(dba USA Capital) -- http://www.usacapitalcorp.com/-- provides
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 miilion and
$50 million.


USA COMMERCIAL: Court Okays Mesirow Financial as Crisis Managers
----------------------------------------------------------------
USA Commercial Mortgage Company and its debtor-affiliates obtained
permission from U.S. Bankruptcy Court for the District of Nevada
to employ Mesirow Financial Interim Management, LLC, as their
crisis manager.

Mesirow Financial is expected to:

   a. develop and implement case management strategies, tactics
      and develop a plan of reorganization;

   b. manage the professionals who are advising and assisting the
      Debtors in their reorganization process to ensure the
      individual work product is consistent with the Debtors'
      overall restructuring goals;

   c. lead management with the development of a business plan,
      and other related forecasts as may be required by the
      Debtors to support the reorganization and related
      negotiations with stakeholders;

   d. communicate and negotiate with creditors, their advisors,
      and other outside stakeholders;

   e. serve as the representative for the Debtors during
      communications with the Securities and Exchange Commission
      and the Nevada Mortgage Lending Division;

   f. provide the Debtors with any Investigative Services,
      Accounting Analyses, and Transaction Tracing, as may be
      deemed necessary or appropriate;

   g. supervise the preparation of periodic reporting required by
      the Court and the U.S. Trustee, manage the claim
      reconciliation process, and provide testimony before the
      Court on matters that are within the Firm's area of
      expertise; and

   h. render other services which may be necessary as part of the
      reorganization process.

Thomas J. Allison, a senior managing director at Mesirow
Financial, will serve as the Debtors' chief restructuring officer.

Mr. Allison tells the Court that his Firm's professionals bill:

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

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

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 miilion and
$50 million.


VIASYSTEMS INC: Dec. 31 Balance Sheet Upside-Down by $1.7 Million
-----------------------------------------------------------------
Viasystems, Inc., disclosed its financial results for the year
ended Dec. 31, 2005, to the Securities and Exchange Commission on
Mar. 31, 2006.

For the year ended Dec. 31, 2005, the company incurred an $81.2
million net loss on $948.5 million of net revenues compared to
$5.7 million of net income on $901.4 million of net revenues in
2004.

As of Dec. 31, 2005, the company's balance sheet showed total
assets of $713.9 million and total debts of $715.7 million,
resulting in a $1.7 million stockholders' deficit.

A full-text copy of Viasystems' Annual Report for the year ended
Dec. 31, 2005, is available for free at

                http://researcharchives.com/t/s?822

Headquartered in St. Louis, Missouri, Viasystems, Inc. --
http://www.viasystems.com/-- a subsidiary of Viasystems Group,
Inc. is a leading, worldwide, independent provider of electronics
manufacturing services, or EMS, to original equipment
manufacturers, or OEMs, primarily in the telecommunications,
networking, automotive, consumer, industrial and computer
industries.

                            *    *    *

As reported in the Troubled Company Reporter on March 27, 2006,
Standard & Poor's Ratings Services affirmed Viasystems Inc.'s 'B'
corporate rating and revised the ratings outlook to positive from
stable, after the company announced that it will sell its Wire
Harness Division for about $320 million and apply much of the
proceeds to prepay its term loan.


WILDMINT 615: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Wildmint 615, LLC, delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the District of
Arizona, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------               ------        -----------
  A. Real Property                $3,230,000
  B. Personal Property
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               $292,654
     Secured Claims
  E. Creditors Holding                                $20,797
     Unsecured Priority Claims
  F. Creditors Holding                             $9,692,194
     Unsecured Nonpriority
     Claims
                                  ----------      -----------
     Total                        $3,230,000      $10,005,645

Headquartered in Prescott, Arizona, Wildmint 615, LLC, and its
affiliate, Rector 42, LLC, filed for chapter 11 protection on Apr.
6, 2006 (Bankr. D. Ariz. Case Nos. 06-00936 & 06-00937).  Scott B.
Cohen, Esq., at Sacks Tierney, P.A., represents the Debtors.  When
the Debtors filed for protection from their creditors, they
estimated assets between $10 million to $10 million and estimated
debts between $10 million to $50 million.


WORLDCOM INC: Asks Court to Approve Deutsche Bank Agreement
-----------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve their
Settlement Agreement with Deutsche Bank Securities Inc.

Prior to their bankruptcy filing, the Debtors purchased
telecommunications services from certain independent telephone
companies that were members of the National Exchange Carrier
Association.

After the Petition Date, the Debtors scheduled claims, on behalf
of the ITCs.  Certain of the ITCs also filed proofs of claim
against the Debtors.

Subsequently, the ITCs executed agency agreements, authorizing
NECA to negotiate and assign their claims to third parties.  NECA
then assigned those Claims to Deutsche Bank Securities Inc., among
others.  Each Agency Agreement provides that:

   (i) each ITC holds one or more Scheduled Claims or Proofs of
       Claim evidencing enforceable claims against one or more of
       the Debtors; and

  (ii) each of those Claims are being transferred to Deutsche
       Bank.

According to Alfredo R. Perez, Esq., at Weil, Gotshal & Manges
LLP, in New York, many of the Agency Agreements do not include
specific references to the Scheduled Claim numbers or Proof of
Claim numbers that were transferred.

Reconciling those transfers to the claims register became
difficult because NECA transferred to Deutsche Bank about 1,400
claims, aggregating more than $127,000,000.  Thus, the claims
register has not consistently reflected the status of the Claims.

Because neither the Assignment Agreements nor the claims register
accurately reflected the status of the Claims, Deutsche Bank has
been unable to reflect fully its ownership of the Claims through
the notices of transfer, Mr. Perez notes.  Nonetheless, Deutsche
Bank sought payment for:

   (1) Scheduled Claims that were not reflected in the claims
       register as being owned by Deutsche Bank;

   (2) Scheduled Claims that were superseded by Proofs of Claim
       that were not reflected in the claims register as being
       owned by Deutsche Bank; and

   (3) Scheduled Claims that were superseded by Proofs of Claim
       that were already fully satisfied under the Plan.

In addition, the Debtors dispute the amounts and proper
classification of several of the Proofs of Claim and, accordingly,
filed objections to those Claims.

Subsequently, the Parties engaged in an extensive reconciliation
process; and reviewed the claims register, the Debtors' Schedules
of Assets and Liabilities, the Proofs of Claim, the notices of
transfer filed by Duetsche Bank and the transfer documentation
associated with each of the Claims.

The negotiations culminated with the Parties signing a settlement
agreement, which resolves outstanding issues regarding the
ownership, allowed amount and proper classification of the Claims.

Pursuant to the Settlement Agreement, the Claims are identified as
either a Superseded Claim or a Settled Claim.

Each Superseded Claim represents a Scheduled Claim that has been
superseded in accordance with Rule 3003(c)(4) of the Federal
Rules of Bankruptcy Procedure, and no distribution under the
Debtors' Plan of Reorganization will be made on account of the
Superseded Claims.

Each Settled Claim will be allowed, reduced and allowed,
classified or reclassified, or expunged, as the case may be.

Pursuant to the Settlement Agreement, the total allowed amount of
the Settled Claims will be $114,466,593, in full and complete
satisfaction of the Settled Claims.

A list of the Settled & Superseded Claims is available for free at
http://bankrupt.com/misc/WorldcomDBSettledClaims.pdf

Mr. Perez relates that certain Claims have been paid, released,
superseded, expunged, or resolved.  Deutsche Bank releases and
waives any right it may have to seek further distributions from
the Debtors on account of the Satisfied Claims.  Deutsche Bank
does not, however, waive its right to seek payment from any
original claimant that may have transferred its Claim to Deutsche
Bank.

A list of the Satisfied Claims is available for free at:

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

The Settlement Agreement provides a process for Deutsche Bank,
after notice and a reconciliation period, to reimburse the
Debtors in the event of disputes regarding ownership of the
Claims resolved under the Settlement Agreement.  The Settlement
Agreement also provides for mutual releases among the Parties with
respect to the Claims.

Mr. Perez asserts that without the Settlement Agreement, the
Parties might require extensive judicial intervention to resolve
their disputes, which would be costly, time consuming, and
distracting to the management and employees of the Debtors.

                          About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 117; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDCOM INC: Moves for Summary Judgment on Richard Drew's Claim
----------------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to grant summary
judgment in their favor and dismiss Richard Drew's Claim No.
11468.

Richard Drew was a residential long distance customer of the
Debtors from January through June 1999, Michael J. Leahy, Esq., at
Stinson Morrison Hecker LLP, in Omaha, Nebraska, relates.  On his
billing invoices, Mr. Drew was assessed a Federal Universal
Service Fee that was shown as a line item charge.

The FUSF is a charge that the Debtors imposed on their customers
to recoup sums that they were obligated to pay to the Federal
Communications Commission to fund the FCC's Universal Service
Fund.  The FUSF was calculated as a percentage of the customer's
total service usage charges for a given month.

On May 11, 1999, Mr. Drew filed a purported class action petition
in a Texas state court against the Debtors, seeking damages under
various state tort theories of recovery.  In June 1999,the
Debtors removed Mr. Drew's lawsuit to the U.S. District Court for
the Northern District of Texas.

On December 21, 1999, Mr. Drew filed his Second Amended Complaint
against the Debtors.  Mr. Drew alleged, on behalf of himself and
on behalf of his putative class, that:

   -- the Debtors had committed fraud and violated the Racketeer
      Influenced and Corrupt Organizations Act by charging
      customers a deceptively labeled Federal Universal Service
      Fee; and

   -- the FUSF charged to him was more than the actual fee and
      the filed tariff amount of the FUSF.

The District Court did not certify the Lawsuit as a class action.

Subsequently, on behalf of the Class, Mr. Drew filed Claim No.
11468, seeking damages based on the allegations contained in the
Lawsuit.  The Debtors objected to Claim No. 11468.

Upon a review of Mr. Drew's MCI telephone bills, Andrew M. Graves,
the director of marketing strategy and policy for the
Debtors' Mass Markets Division, concludes that Mr. Drew was
properly charged the FUSF consistent with the Debtors' policies,
practices and filed tariff.

Mr. Leahy asserts that the Debtors are entitled to summary
judgment because there is no genuine issue of material fact that
Mr. Drew was charged a FUSF at a rate, which was permitted under
the Debtors' filed Tariff.  Mr. Graves' affidavit testimony
establishes that Mr. Drew was charged, on every bill, a FUSF at
the amount exactly provided for by MCI's Tariff.  Mr. Drew has
offered no objective, factual evidence to contradict that
testimony.

Because Mr. Drew was being charged a FUSF exactly in accord with
MCI's Tariff, Drew has no claim of fraud or for RICO violations
against the Debtors, Mr. Leahy maintains.

In addition, Mr. Drew's claim is barred, as a matter of law, under
the filed tariff doctrine.  Mr. Leahy explains that the "filed
tariff doctrine" is a bar to any judicial proceeding that requires
a court to assess the lawfulness of a carrier's tariff or to
resolve a dispute over the meaning of a tariff.  Under the filed
tariff doctrine, a regulated carrier is precluded from charging
rates that exceed or vary from the tariffs the carrier has on file
with the FCC.

Moreover, Mr. Drew presented no claim evidences why class
certification is inappropriate, Mr. Leahy tells the Court.  Thus,
Mr. Drew is an inappropriate class representative.  Even if Mr.
Drew does have a claim, class certification of his claim should be
denied because individual fact issues predominate over any issues
common to putative class members, Mr. Leahy adds.

             Mr. Drew Seeks to Withdraw Reference

John E. Wall, Jr., Esq., in Dallas, Texas, argues the issue
between the Debtors and Mr. Drew is not a core proceeding.
Rather, it is a proceeding where Mr. Drew is attempting to recoup
overcharges to subscribers who were defrauded, and for the United
States Government, who was defrauded if all the revenue generated
and billed was not paid to the FCC/USF.

Pursuant to Section 157 of the Judiciary and Judicial Procedures
Code provides that a District Court may withdraw, in whole or in
part any case referred to in that Section, for cause shown.

Accordingly, Mr. Drew asks the Bankruptcy Court to withdraw the
reference and transfer the case to the U.S. District Court for the
Northern District of Texas, Dallas Division.

Mr. Drew has demanded a jury trial, Mr. Wall maintains.

Moreover, the Debtors' request is premature, Mr. Wall contends.
"[Mr.] Drew has attempted to engage in discovery regarding the
class, which discovery has been thwarted by the [Debtors] . . .
[The Debtors have] refused to provide any discovery regarding the
class identity, class damages and class commonality."

Mr. Wall also contends that the Debtors did overcharge Mr. Drew.

Mr. Wall points out that:

   * in initial disclosures, Mr. Graves was never identified as a
     person with knowledge of relevant facts.  Thus, he cannot
     testify;

   * neither the Federal Universal Service Fee nor the Filed
     Tariffs authorized the Debtors to charge 6% of the plan
     fee, nor of the NAF.  Thus, Mr. Drew and others were
     overcharged;

   * it is clear that either Class Certification should occur, or
     an  alternative claim of a violation of the Federal False
     Claim Act should be brought.  Contrary to the Debtors'
     suggestion, the case is susceptible to a Class Certification
     for fraud in light of the "fraud on the market" theory.

Mr. Drew asks the Court to deny the Debtors' request for summary
judgment.

                          About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 117; Bankruptcy Creditors' Service, Inc., 215/945-7000)


XFORMITY INC: Mark Haugejorde Steps Down as President & CEO
-----------------------------------------------------------
Mark J. Haugejorde resigned from his position as President, Chief
Executive Officer and Director of XFormity Technologies, Inc., fka
XML-Global Technologies, Inc., and its wholly-owned subsidiary,
XFormity, Inc., on April 25, 2006.

Effective April 25, 2006, the Company's Board of Directors
appointed Chris Ball to serve as Chief Executive Officer of the
Company.  Mr. Ball will serve as Chief Executive Officer until the
next regular annual meeting of the Company's board of directors
and until his successor has been duly elected and qualified.
Mr. Ball will also continue serving as Chief Operating Officer of
the Company.

A full-text copy the Settlement Agreement and Release between
XFormity and Mr. Haugejorde is available for free at:

               http://researcharchives.com/t/s?8bc

Based in Dallas, Texas, XFormity Technologies, Inc., designs and
implements business intelligence software for large and mid-size
companies, with a focus in the quick service restaurant industry.
At Dec. 31, 2005, the Company's balance sheet showed $156,835 in
total assets and $2,101,328 in total liabilities, resulting in a
$1,944,493 stockholders' deficit.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (22)         125       (5)
Accentia Biophar        ABPI         (9)          39      (19)
AFC Enterprises         AFCE        (49)         213       40
Adventrx Pharma         ANX          (8)          24       (9)
Alaska Comm Sys         ALSK        (29)         550       12
Alliance Imaging        AIQ         (40)         675        1
AMR Corp.               AMR      (1,272)      29,918   (1,924)
Atherogenics Inc.       AGIX       (115)         198      173
Bally Total Fitn        BFT      (1,463)         486     (442)
Blount International    BLT        (145)         455      112
CableVision System      CVC      (2,414)       9,845     (428)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL     (1,069)       1,409       32
Cenveo Inc              CVO         (50)       1,080      122
Choice Hotels           CHH        (147)         274      (68)
Cincinnati Bell         CBB        (710)       1,863       16
Clorox Co.              CLX        (427)       3,622     (258)
Cogdell Spencer         CSA         (50)         178      N.A.
Columbia Laborat        CBRX        (15)          15       (3)
Compass Minerals        CMP         (59)         702      171
Crown Media HL          CRWN       (123)       1,274      (99)
Deluxe Corp             DLX         (71)       1,394     (264)
Denny's Corporation     DENN       (261)         504      (75)
Domino's Pizza          DPZ        (632)         387      (10)
DOV Pharmaceutic        DOVP        (19)         102       79
Echostar Comm           DISH       (867)       7,410      247
Emeritus Corp.          ESC        (113)         748      (29)
Emisphere Tech          EMIS        (26)          13      (11)
Encysive Pharm          ENCY        (11)         147      111
Foster Wheeler          FWLT       (313)       1,895     (146)
Gencorp Inc.            GY          (84)       1,002       (3)
Graftech International  GTI        (183)         887      245
H&E Equipment           HEES         (5)         531      (92)
Hollinger Int'l         HLR        (170)       1,065     (354)
I2 Technologies         ITWO        (65)         195      (20)
ICOS Corp               ICOS        (51)         248      121
IMAX Corp               IMAX        (23)         243       35
Immersion Corp.         IMMR        (18)          47       32
Immunomedics Inc.       IMMV        (14)          31        8
Incyte Corp.            INCY        (38)         399      189
Indevus Pharma          IDEV       (126)         100       65
Investools Inc.         IED         (24)          73      (47)
Koppers Holdings        KOP        (195)         552      132
Kulicke & Soffa         KLIC         (3)         861      453
Labopharm Inc.          DDS          (3)          55       17
Level 3 Comm. Inc.      LVLT       (476)       8,277      242
Ligand Pharm            LGND       (110)         315     (102)
Linn Energy LLC         LINE        (45)         280      (51)
Lodgenet Entertainment  LNET        (70)         261        7
Maxxam Inc.             MXM        (661)       1,048      101
Maytag Corp.            MYG        (187)       2,954      150
McMoran Exploration     MMR         (58)         408       67
NPS Pharm Inc.          NPSP       (129)         287      212
New River Pharma        NRPH         (6)          54       47
Nexstar Broadcasting    NXST        (66)         680       26
Omnova Solutions        OMN         (15)         360       65
ON Semiconductor        ONNN       (224)       1,211      251
Qwest Communication     Q        (3,060)      21,126     (923)
Revlon Inc.             REV      (1,042)       1,085       37
Riviera Holdings        RIV         (31)         212        2
Rural/Metro Corp.       RURL        (89)         310       54
Rural Cellular          RCCC       (481)       1,481      130
Sepracor Inc.           SEPR       (128)       1,284      906
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO        (27)         162       27
USG Corp.               USG        (496)       6,522    1,956
Unigene Labs Inc.       UGNE        (17)          13      (11)
Vertrue Inc.            VTRU        (24)         466      (78)
Weight Watchers         WTW         (81)         835      (38)
Worldspace Inc.         WRSP     (1,492)         724      221
WR Grace & Co.          GRA        (549)       3,506   (1,328)

                            *********

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
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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, Shimero Jainga, Joel Anthony
Lopez, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A.
Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva, Lucilo M.
Pinili, Jr., Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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The TCR subscription rate is $725 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
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                    *** End of Transmission ***