TCR_Public/060918.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 18, 2006, Vol. 10, No. 222

                             Headlines

3DFX INTERACTIVE: Nvidia Doesn't Have to Turnover Privileged Docs
ADELPHIA COMMS: Wants to Amend William Schleyer's Employment Pact
ADELPHIA COMMS: Wants to Employ Hogan & Hartson as Special Counsel
ALIXPARTNERS: Moody's Rates Proposed $435 Mil. Senior Loan at B1
ALTEON INC: Sells $1.4 Million of Common Stocks

AMDL INC: Accumulated Deficit Tops $30.2 Million at June 30
AMERICAN FINANCIAL: Moody's Holds (P)Ba1 Subor. Unsecured Rating
AQUILA INC: Moody's Lifts Rating on $300 Mil. Senior Debt to Ba2
AZTEC METAL: Taps Cornerstone Consulting as Restructuring Advisors
BANNER BUFFETS: Case Summary & 20 Largest Unsecured Creditors

BARR PHARMACEUTICALS: Pliva Tender Offer Okayed for Publication
BEST MANUFACTURING: Panel Taps Otterbourg as Lead Counsel
CARDSYSTEMS SOLUTIONS: Court Extends Bar Date to October 12
CARDSYSTEMS SOLUTIONS: Wants Open-Ended Solicitation Extension
CCH II: Fitch Junks Ratings on $396.2 Million Senior Notes

CHC HELICOPTER: First Quarter Profit Drops on Increased Expenses
CHESAPEAKE CORP: S&P Lifts Senior Unsecured Debt's Rating to B+
COMM 2001-J1: Moody's Lifts Rating on $23.3 Million Class F Notes
CSFB HOME: Moody's Assigns Low-B Ratings on Two Class Certificates
DELAWARE VALLEY: Moody's Withdraw Ca Rating on $250 Million Bonds

DELPHI CORP: Court Defers CBA & GM Contract Hearings to Sept. 28
DISCOVERY ZONE: Oak Point Buys Defaults Judgments for 12% or More
DURANGO GEORGIA: Liquidator to Sell Insurance Proceeds Claims
EMERALD OUTDOOR: Loses Rights in One of Two Billboard Leases
FOAMEX INTERNATIONAL: Wants Until Dec. 13 to File Chapter 11 Plan

FORD MOTOR: Eyes $5 Bil. Cost Cuts in Accelerated Turnaround Plan
FOSTER WHEELER: Secures New $350 Mil. Domestic Credit Facility
FREESCALE SEMICON: Inks $17.6 Bil. Merger Deal with Equity Group
FREESCALE SEMICON: Asset Sale Cues Moody's to Review Ratings
FTI CONSULTING: Moody's Rates Proposed $215 Mil. Sr. Notes at Ba2

GANNETT PEAK: Moody's Puts (P)Ba2 Rating on Class D Notes
GARDEN RIDGE: Judge Baxter Finds Excusable Neglect for Late Claim
GMAC COMMERCIAL: Moody's Holds C Rating on $15.2 Mil. Certificates
GOLDEN EAGLE: Posts $613,070 Net Loss in Second Quarter
GRADUATE HEALTH: Moody's Withdraws Ca Rating on $156 Million Bonds

HEALTH CARE: Planned Windrose Buy Cues Fitch's Positive Watch
IFSA STRONGMAN: Posts $297,315 Net Loss in Quarter Ended June 30
IMPSAT FIBER: 2006 Second Quarter Net Loss Narrows to $3.5 Million
INTRAWEST CORP: Moody's Withdraws B1 Ratings on $397 Million Notes
INVICTA GROUP: June 30 Balance Sheet Upside-Down By $2.3 Million

ISTAR FINANCIAL: Sells $1.2 Billion Senior Unsecured Notes
JORDAN INDUSTRIES: June 30 Balance Sheet Upside-Down by $242.2MM
JILLIAN'S ENT: Court OKs $3.5 Million Second Interim Distribution
KAISER ALUMINUM: Leblanc & Waddell Wants $300K Admin. Claim Paid
KAISER ALUMINUM: Supplements Objection to Agrium's Stay Motion

KINETEK INC: June 30 Stockholders' Deficit Narrows to $28.8 Mil.
LEGACY ESTATE: John Ryan Wants Case Converted to Chapter 7
MASTR ASSET: Moody's Puts Ba2 Rating on Class M-11 Certificates
MILLENIUM BIOLOGIX: Closes $1 Million Debenture Financing
MOOSE OIL: Landowner Obtains Judgment for Unpaid Royalties

MORGAN STANLEY: Moody's Junks Rating on $2.5 Mil. Class M Certs.
NATIONSRENT COS: Ashtead Buy Prompts Moody's to Withdraw Ratings
NORTHWEST AIRLINES: District Ct. Okays Prelim. Injunction vs. AFA
NORTHWEST TIMBERLINE: Court Finds No Chance of a Reorganization
ONEIDA LTD: Completes $170MM Financing & Emerges From Chapter 11

OPEN TEXT: Hummingbird Shareholders Approve Acquisition Bid
OPEN TEXT: Moody's Rates $390 Million Senior Secured Loan at Ba3
PEABODY ENERGY: Fitch Rates New $2.75 Billion Sr. Facility at BB+
POPULAR CLUB: Committee Hires Ravin Greenberg as Counsel
POWER EFFICIENCY: Has $147,510 Stockholders' Deficit at June 30

PULL'R HOLDINGS: Has Final Access to $300,000 Loan from Merrill
RELIANCE GROUP: Durango Liquidator to Sell Insurance Claims
RIO VISTA: Posts $434,000 Net Loss in 2006 Quarter Ended
RIVERSTONE NETWORKS: Derivative Action Settlement Pact Approved
ROYAL GROUP: Gets Required Consents from 7.1% Senior Noteholders

RURALMETRO CORP: Equity Deficit Narrows to $91 Million at June 30
SATELITES MEXICANOS: Court Gives Final Nod on Milbank as Counsel
SATELITES MEXICANOS: Court Rules on First 90-Day Fee Application
SECURITIZED ASSET: Moody's Rates Class B-5 Certificates at Ba2
SILICON GRAPHICS: Court Approves Revised KPMG Hourly Rates

SILICON GRAPHICS: Wants to Enter Into Christensen Lease
SOLO CUP: Moody's Junks Rating on $80 Million Senior Secured Loan
SOLOMON TECH: June 30 Balance Sheet Upside-Down by $2 Million
SONIC CORP: Inks $775 Million Credit Agreement
SOS REALTY: Court Extends Exclusive Plan-Filing Period to Dec. 7

SOS REALTY: General Claims Bar Date Set on October 20
STEEL PARTS: Case Summary & 25 Largest Unsecured Creditors
STRUCTURED ASSET: Moody's Rates Class B2 Certificates at Ba2
TARGUS GROUP: Moody's Junks Rating on $85 Million Second-Lien Loan
TELCORDIA TECH: Moody's Reviews Low-B Ratings and May Downgrade

TRIMARAN CLO: Moody's Rates $12 Million Class B-2L Notes at Ba2
TRANS ENERGY: Terminates HJ & Associates as Principal Auditors
UNITED INVESTORS: Equity Deficit Widens to $4.3 Mil. at June 30
VISIPHOR CORP: Inks Software OEM Agreement with Civica
WELD WHEEL: Hires Silverman Consulting as Turnaround Consultants

WELD WHEEL: White Oak to Assist in Asset Sale as Investment Banker
WESCO AIRCRAFT: S&P Rates Proposed $165 Million Senior Loan at B-
WEST HILLS: Files Schedules of Assets and Liabilities
ZOOMERS HOLDING: Hires Trenam Kemker as Bankruptcy Counsel

* Bankruptcy Attorneys at Traub Bonacquist Join Dreier LLP

* BOND PRICING: For the week of September 11 -- September 15, 2006

                             *********

3DFX INTERACTIVE: Nvidia Doesn't Have to Turnover Privileged Docs
-----------------------------------------------------------------
The Honorable James R. Grube of the U.S. Bankruptcy Court for the
Northern District of California denied the motion of William A.
Brandt, Jr., the trustee overseeing the chapter 11 liquidation of
3DFX Interactive Inc., to compel Nvidia Corp. to produce documents
relating to Nvidia's purchase of the Debtor's graphics chip
business in 2000 for $70,000,000 plus 1,000,000 shares of Nvidia
stock.

The Trustee wanted Nvidia to produce documents Nvidia withheld
based on attorney-client privilege, contending that Nvidia waived
the privilege by (1) asserting that it paid reasonably equivalent
value for the assets it purchased, (2) witnesses have testified
about the documents, and (3) Nvidia has already produced a
significant number of privileged documents.

Nvidia disputed the Trustee's allegations, arguing that any
privileged communication is not at the heart of determining the
asset value issue, and that if any privilege were waived as to the
testimonies, the waiver would be limited to the communication
disclosed and only with respect to that communication.

Judge Grube, in a decision published at 2006 WL 242369, says the
Trustee has not shown that Nvidia put the privileged communication
directly at issue and there is no showing that disclosure is
essential for a fair adjudication of the matter.

Citing Mitchell v. Superior Court, 37 Cal.3d 591 at 599-600, 208
Cal. Rptr. 886, 691 P.2d 642, Judge Grube emphasizes that
permitting the exercise of the attorney-client privilege may
result in the suppression of relevant evidence, however, those
concerns are outweighed by the importance of preserving
confidentiality in the attorney-client relationship.

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

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


ADELPHIA COMMS: Wants to Amend William Schleyer's Employment Pact
-----------------------------------------------------------------
Adelphia Communications Corporation and the Official Committee of
Unsecured Creditors seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to:

    (a) amend the existing employment and compensation agreement
        with William Schleyer, ACOM's chief executive officer and
        chairman of the board of directors,

    (b) implement an extended post-closing incentive program for
        the Debtors' two Executive Vice Presidents, and

    (c) implement an extended post-closing incentive program for
        certain key employees at the level of Senior Vice
        President and below.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, reminds the Court that the ACOM Debtors have closed the sale
of substantially all of their assets to Time Warner NY Cable LLC
and Comcast Corporation.  The Debtors' Third Modified Fourth
Amended Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code for Century-TCI Debtors and Parnassos Debtors
became effective on July 31, 2006.

Since then, distributions in excess of $1.2 billion have been made
to creditors under the JV Plan.

Notwithstanding the closing of the Sale and the consummation of
the JV Plan, Ms. Chapman says, ultimate recoveries for the
remaining creditors will be determined in large part by work that
remains to be completed.

According to Ms. Chapman, the ACOM Debtors have a number of
ongoing responsibilities, including:

    -- oversight and assistance with the audit;

    -- calculation of purchase price adjustments in connection
       with the Sale;

    -- continuing work on the restatement;

    -- the claims reconciliation process;

    -- compliance with the post-close requirements under the asset
       purchase agreements executed in connection with the Sale;

    -- compliance with the government settlement; and

    -- the completion of certain tax filings.

The Debtors' Court-approved Post-Closing Incentive Program did not
provide for retention of Mr. Schleyer and Ronald Cooper, its
resident and chief operating officer.  Each had the right under
his employment agreement to terminate his employment for Good
Reason upon the consummation of the Sale.  Mr. Cooper exercised
this right and resigned last month.

The Board of Directors and the Official Committee of Unsecured
Creditors want to provide additional incentives to ensure that
Mr. Schleyer remained in the ACOM Debtors' employ beyond the Sale,
and that Brad Sonnenberg, the Debtors' General Counsel, and
Vanessa Wittman, the Debtors' Chief Financial Officer, and
approximately 45 other senior managers, who were covered by the
Post-Closing Incentive Program remained in the Debtors' employ for
a longer period than that contemplated by the Post-Closing
Incentive Program.

Ms. Chapman relates that the chief executive officer, executive
vice presidents, and Key Managers lead teams that have
irreplaceable institutional knowledge of matters and projects that
must be addressed and completed prior to the Debtors' successful
emergence from chapter 11.  "Their intimate familiarity with the
complicated issues that remain in [the Debtors'] cases renders
this group uniquely qualified to guard against the potential value
degradation that threatens the estates if the post-closing tasks .
. . are not completed timely and properly."

While each of the approximately 275 employees who, pursuant to the
Post-Closing Incentive Program, have remained for the wind-down
and transition period is important to ongoing restructuring
efforts, the chief executive officer, the executive vice
presidents, and the Key Managers are the linchpins of their teams,
Ms. Chapman says.  The Debtors believe that many of the employees
who have continued their employment with the Debtors during the
pre-Sale and post-closing transition periods have done so, in
large part, due to their close working relationships with the
chief executive officer, the executive vice presidents and the Key
Managers.

"The premature departure of the CEO, either of the EVPs, or even
just a handful of the Key Managers could result not only in
significant financial losses to the estate, but could also trigger
more widespread departures among the Debtors' remaining
personnel," Ms. Chapman relates.  Cognizant of the risk, the
Creditors' Committee approached the Debtors with the goal of
designing and implementing an enhanced compensation program for
the chief executive officer, the executive vice presidents, and
Key Managers that would provide them with an incentive to remain
with the estates for a period of time sufficient to coordinate and
oversee the work that remains to be done.

Furthermore, the Creditors' Committee and the Debtors believe, and
expect, that an enhanced compensation program will yield the
exceptional cooperation and greater integration between the
present management, and the Creditors' Committee and its
professionals and nominees that is essential to effectuating a
smooth transition to the substantially reduced management team
that will be winding down the Debtors after their chapter 11 cases
are substantially concluded.

To facilitate the formulation of the program in what was a
necessarily compressed timeframe, the Creditors' Committee
deputized one of its members, along with counsel to certain
members of the Creditors' Committee, to facilitate negotiations
among the Board, the chief executive officer, the executive vice
presidents and certain of the Key Managers.

After several weeks of discussions among the principal
participants, the parties reached an agreement as to the terms of
the applicable post-closing compensation arrangements and
incentive programs.  While the extended programs impose a
relatively modest incremental cost on the estates of approximately
$4 million, the Debtors and the Creditors' Committee consider it
money well spent.

                     Amended Schleyer Agreement

Among others, the amendments to the Schleyer Employment Agreement
provide that:

    (a) Mr. Schleyer will resign immediately as chief executive
        officer and chairman of the Board upon the ACOM Debtors'
        emergence from Chapter 11;

    (b) Mr. Schleyer will continue as a consultant to the Debtors
        to effect a smooth wind-down of the estates;

    (c) Mr. Schleyer will be paid a bonus of 100% of his base
        salary for the period from July 31, 2006 until
        March 31, 2007.  The Schleyer Adjusted Base Salary will be
        paid bi-weekly.

A full-text copy of the Amendment is available for free at
http://ResearchArchives.com/t/s?11bc

                   Extended EVP Incentive Program

In lieu of participation in the Post-Closing Incentive Program,
the executive vice presidents will participate in the Extended EVP
Post-Closing Incentive Program and continue their employment with
the Debtors from Aug. 1, 2006, through Dec. 31, 2006 -- Post Close
Period.  At the sole discretion of the Creditors' Committee, the
EVPs executive vice presidents may continue to be employed by the
Company from Jan. 1, 2007, through March 31, 2007 -- Extended Post
Close Period.

The Extended EVP Post-Closing Incentive Program provides that
executive vice presidents employed during the Post Close Period
will receive a bonus equal to five months of Adjusted Base
Salary.  The executive vice presidents employed during the
Extended Post Close Period will receive a bonus equal to three
months of Adjusted Base Salary.

A full-text copy of the Extended EVP Post-Closing Incentive
Program Term Sheet is available for free at
http://ResearchArchives.com/t/s?11bd

               Extended Employee Post-Closing Program

A group of Key Managers at the level of Senior Vice President or
below whose continued employment is of invaluable benefit to the
Debtors' estates will be offered participation in the Extended
Employee Post-Closing Incentive for an assigned period of time.

The program provides that Participants will be entitled to receive
a bonus equal to a percentage of their Adjusted Base Salary.  The
bonus percentage and amount will increase for longer periods of
employment with the Debtors.  Specifically, Participants assigned
an EKERP Period from Aug. 1, 2006, through Nov. 30, 2006, will
receive a bonus equal to 50% of an amount equal to the Aggregate
Adjusted Base Salary for the period from August 1, 2006, through
the earlier of the end of the EKERP Period or Nov. 30, 2006.

Participants assigned an additional EKERP Period from
Dec. 1, 2006, through April 30, 2007, will receive a bonus equal
to 75% of an amount equal to the Aggregate Adjusted Base Salary
for the period from Dec. 1, 2006, through the earlier of the end
of that EKERP Period or April 30, 2007.  Participants employed on
or after May 1, 2007, will receive a bonus equal to 100% of an
amount equal to the aggregate Adjusted Base Salary for the period
from May 1, 2007, until the end of their assigned EKERP Period.

A full-text copy of the Extended Post-Close Incentive Program
Term Sheet is available for free at
http://ResearchArchives.com/t/s?11be

              About Adelphia Communications Corp.

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-
10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.  
(Adelphia Bankruptcy News, Issue Nos. 148; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ADELPHIA COMMS: Wants to Employ Hogan & Hartson as Special Counsel
------------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates seek
the authority of the U.S. Bankruptcy Court for the Southern
District of New York to employ Hogan & Hartson, LLP, as their
special counsel to continue to represent them with respect to
contract analyses and negotiations as well as with respect to
environmental compliance issues.

The Debtors retained Hogan & Hartson as an ordinary course
professional in Feb. 2003 pursuant to the OCP Order.

Because the firm has almost reached the aggregate cap for ordinary
course professionals, and because the Debtors intend to continue
to use Hogan & Hartson's services, Shelley C. Chapman, Esq., at
Willkie Farr & Gallagher LLP, in New York, says the Debtors have
determined that it is necessary to retain Hogan & Hartson as
special counsel.

According to Ms. Chapman, Hogan & Hartson provides general
representation to its clients in numerous areas, including
corporate, regulatory and litigation matters and maintains offices
throughout the world.

The firm has extensive knowledge of the Debtors' businesses and
the environmental issues that the Debtors' encountered in the
course of their businesses.

Hogan & Hartson will be paid on an hourly basis, plus
reimbursement of actual and necessary expenses incurred.  The
firm's rates for attorneys range between $270 per hour and $575
per hour, while rates for paralegals range between $130 per hour
and $205 per hour.

According to Hogan & Hartson's books and records, it has received,
to date, $519,113.

Scott H. Reisch, Esq., a partner at Hogan & Hartson LLP, tells the
Court that since the Debtors' filing for chapter 11 protection,
the Debtors owe his firm outstanding postpetition fees of $59,696
and expenses of $363 through July 31, 2006.

Mr. Reisch assures the Court that Hogan & Hartson does not hold or
represent any interest adverse to the Debtors or the Debtors'
estate.

              About Adelphia Communications Corp.

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-
10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.  
(Adelphia Bankruptcy News, Issue Nos. 148; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ALIXPARTNERS: Moody's Rates Proposed $435 Mil. Senior Loan at B1
----------------------------------------------------------------
Moody's Investors Service assigns a B1 first time rating to
AlixPartners LLP proposed $435 million senior secured credit
facility ($385 million term loan and $50 million revolver) and a
B1 corporate family rating.  The ratings for the secured credit
facility reflect both the overall probability of default of the
company, to which Moody's assigns a PDR of B2, and a loss given
default of LGD 3 for the credit facility.  The rating outlook is
stable.

On Aug. 3, 2006, AlixPartners entered into an agreement whereby
Hellman & Friedman LLC and AlixPartners' managing directors and
employees will acquire a majority equity stake in the company in a
leveraged recapitalization.  Pursuant to the recapitalization,
AlixPartners Holdings, Inc., an entity controlled by the company's
founder, agreed to sell 80.1% of the AlixPartners' partnership
units.  The transaction values AlixPartners at $872 million,
before fees and expenses.  The transaction is expected to close
mid October.

The transaction is expected to be funded with a $385 million term
loan, $296 million of cash equity contributed by the sponsor and
$218 of rollover equity from the founder and management.

The ratings reflect strong business diversity which helps to
mitigate exposure to cyclicality, a relatively small revenue base
compared to the company's rated peer group, significant pro forma
adjustments to historical financial statements and concerns about
employee retention.  The ratings are supported by a track record
of strong organic growth, stable segment revenues across economic
cycles, a high proportion of variable expenses, as well as solid
pro forma credit metrics.

The B1 rating on the senior secured credit facility reflects an
LGD 3 loss given default assessment as this facility is secured by
a pledge of substantially all of assets of AlixPartners and its
domestic subsidiaries and there is an immaterial amount of junior
non-debt obligations.  In the case of pledges of foreign stock,
the collateral package is limited to 65% of the voting stock and
100% of the non-voting stock of certain of its first tier foreign
subsidiaries.  The senior secured credit facility is guaranteed by
substantially all the domestic subsidiaries of the company.

Ratings/assessments assigned:

   * Corporate Family Rating B1;
   * Probability-of-default rating B2;
   * $385 million senior secured 7 year term loan at B1;
   * $50 million senior secured 6 year revolver at B1.

The stable outlook anticipates moderate revenue and EBITA growth
over the next 12 to 18 months.  Free cash flow from operations is
expected to be used to pay down debt.

Strong revenue growth accompanied by steady EBITA margins could
lead to a change in outlook to positive.  The ratings could be
upgraded if debt to EBITDA and EBITA to interest are expected to
be sustained at under 3.5 times and over 3 times, respectively.

A loss of key personnel or a downturn in revenues and/or
utilization rates in major lines of business could lead to a
negative outlook.  The ratings could be downgraded if debt to
EBITDA and EBITA to interest are expected to be sustained at over
5 times and under 1.6 times, respectively.  A significant debt
financed acquisition could also pressure the ratings.

Founded in 1981, AlixPartners is a leading international business
consulting and advisory firm, offering the following five areas of
consulting services financial advisory; performance improvement;
turnaround and restructuring; case management; and information
technology.

AlixPartners has approximately 530 employees operating in 12
offices across the United States, Europe and Asia.  Revenues for
the twelve month period ending July 31, 2006 was $369.9 million.


ALTEON INC: Sells $1.4 Million of Common Stocks
-----------------------------------------------
Alteon, Inc., entered into definitive agreements to sell
$1.4 million of common stock.

The PIPE financing includes new and existing institutional
investors, in which the Company will sell approximately
9.5 million Units, consisting of common stock and warrants, for
net proceeds of approximately $1.3 million.  Each Unit consists of
one share of the Company's common stock and one warrant to
purchase one share of the Company's common stock.

The Units are being sold at a price of $0.15 per Unit and the
warrants are exercisable, commencing 6 months from the date of
issuance, for a period of 5 years at an exercise price of $0.1875
per share.

The Company disclosed that the shares of common stock and warrants
to be offered and sold in the financing have not been registered
under the Securities Act of 1933, as amended, or state securities
laws, and may not be offered or sold in the United States without
registration under or exemption from the Securities Act, or any
applicable securities laws.  The Company has agreed to file a
registration statement with the Securities and Exchange Commission
for the resale of the shares of common stock and the shares of
common stock underlying the warrants sold in the PIPE transaction.

Rodman & Renshaw, LLC served as placement agent in the
transaction.

The Company intends to use the net proceeds from the sale of the
common stock to fund the ongoing and planned Phase 2 clinical
development programs of ALT-2074, and for general corporate
purposes.
                       
                       About Alteon Inc.

Headquartered in Parsippany, New Jersey, Alteon Inc. (AMEX: ALT)
--- http://www.alteon.com/-- is a product-based biopharmaceutical  
company engaged in the development of small molecule drugs to
treat and prevent cardiovascular diseases and other diseases
associated with aging and diabetes.

                      Going Concern Doubt

J.H. Cohn LLP expressed substantial doubt about Alteon's ability
to continue as a going concern after auditing the Company's
financial statements for the year ended Dec. 31, 2005.  The
auditing firm pointed to the Company's $13 million net loss and
using approximately $14 million of cash in operating activities
during the year ended Dec. 31, 2005.


AMDL INC: Accumulated Deficit Tops $30.2 Million at June 30
-----------------------------------------------------------
AMDL, Inc., incurred a $693,074 net loss on $17,725 of net
revenues for the three months ended June 30, 2006, compared to a
$606,576 net loss on $16,550 of net revenues in 2005, the Company
disclosed in its second quarter financial statements on Form-10QSB
to the Securities and Exchange Commission.

Total assets increased from $3,181,841 at Dec. 31, 2005 to
$4,201,237 at June 30, 2006.  The increase is primarily attributed
to the sale of common stock, offset by losses and cash used in
operations.

The Company's total outstanding current liabilities increased from
$197,331 at Dec. 31, 2005 to $411,360 at June 30, 2006.  The
increase resulted primarily from the increase in general accounts
payable.

As of June 30, 2006, the Company had an accumulated deficit of
$30,272,702.

                        AMEX Compliance

On April 26, 2006, the American Stock Exchange sent a letter to
the Company stating that based on a review of Company's Form 10-
KSB for the year ended Dec. 31, 2005, the Company did not meet
certain of the AMEX's Continued Listing Standards as set forth in
Part 10 of the AMEX Company Guide.  Specifically, the Company did
not meet the requirement of stockholders' equity of $4,000,000 and
the Company had losses from continuing operations in three out of
its four most recent fiscal years.  In the letter, AMEX gave the
Company until May 26, 2006 to submit a plan of action that the
Company has taken and will take to bring the Company into
compliance with the AMEX Company Continued Listing Standards.

On July 17, 2006, the American Stock Exchange sent a letter to the
Company stating that the Company has made a reasonable
demonstration of its ability to regain compliance with the AMEX
Continued Listing Standards, and based on that demonstration, the
AMEX is prepared to continue the listing of the Company's common
stock, subject to certain conditions, through the end of the third
quarter of 2006.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?11b1

                        Going Concern Doubt

Corbin & Company, LLP, in Irvine, California, expressed
substantial doubt about AMDL, Inc.'s ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal year ended Dec. 31, 2005.  The auditing firm
pointed to the Company's recurring operating losses, negative cash
flows from operations and accumulated deficit at Dec. 31, 2005.

                         About AMDL Inc.

Based in Tustin, California, AMDL, Inc. -- http://www.amdl.com/--  
a theranostics company, which develops, manufactures, markets, and
sells various immunodiagnostic kits for the detection of cancer
and other diseases.  Its products include DR-70, a test kit is
used to assist in the detection of various types of cancer,
including lung small and nonsmall cell, stomach, breast, rectal,
colon, and liver; and Pylori-Probe, a diagnostic kit which is
cleared for sale in the United States.  The company markets its
products through distributor relationships and to domestic markets
through strategic partnerships and relationships with diagnostic
companies.  It serves various customers, including hospital,
clinical, research and forensic laboratories, and doctor's
offices.


AMERICAN FINANCIAL: Moody's Holds (P)Ba1 Subor. Unsecured Rating
----------------------------------------------------------------
Moody's Investors Service is affirming the debt ratings (Baa3
senior) for American Financial Group, Inc. and its 81% owned
subsidiary, Great American Financial Resources, Inc.  In the same
action, Moody's affirmed the A3 insurance financial strength
ratings of American Financial's property and casualty insurance
subsidiaries and GAFRI's life insurance subsidiaries.  In
addition, Moody's changed the ratings' outlook for American
Financial and GAFRI to positive from stable.

According to Moody's, the positive outlook at American Financial
reflects improving trends in both capital adequacy and financial
leverage coupled with stronger operating earnings and improved
dividend capacity coverage of interest and dividends.  Over the
past several years, American Financial has taken steps to reduce
its financial leverage and intends to operate with a lower
leverage profile going forward.  Operating earnings have also
improved based on a re-underwriting of their book of business and
the favorable property & casualty pricing environment which has
lead to significantly improved risk-adjusted capitalization.  The
positive outlook for GAFRI and its lead life insurance subsidiary
reflects both the implicit support provided by American Financial
as well as GAFRI's own improving standalone financial fundamentals
including improved statutory capitalization and profitability.

According to Moody's, the ratings' affirmation of American
Financial reflects its niche position in many specialty commercial
lines, its focus on underwriting profitability, as well as the
diversification offered by its life and annuity operations.  
Moody's believes that management has instituted a performance
driven compensation structure, with a significant contingent,
deferred component which works well within the often volatile
property and casualty industry.  These strengths are tempered by
American Financial's relatively high operational and financial
leverage, the potential for adverse development on core reserves,
exposure to gross catastrophe losses, particularly a California
earthquake, and concerns surrounding the company's corporate
governance structure.  In many of the group's business segments,
American Financial competes with larger competitors who have
greater financial and technical resources.

The ratings' affirmation of GAFRI reflects its niche position in
the tax-deferred annuity business which has significant barriers
to entry on the qualified market side.  Other strengths include
the company's stable earnings base, improving expense structure,
and implicit support from American Financial.  However, credit
weaknesses include the potential for adverse regulation in the
company's core 403(b) market, relatively high financial leverage,
and modest earnings coverage.

Factors that could prompt a ratings' upgrade for AFG include:
financial leverage consistently below 28%, adjusted operating
leverage below 5x with strong risk adjusted capital, and pre-tax
interest coverage consistently above 6x.  In addition, further
improvements in corporate governance would be considered a ratings
positive.  Conversely, failure to sustain improved earnings,
adverse development in excess of 5% of reserves, increased
operating leverage, financial leverage above 28%, and/or pretax
interest coverage levels below 6x could return the ratings to a
stable outlook.

The last rating action on American Financial occurred on Oct. 28,
2005, when Moody's affirmed the company's ratings and stable
outlook.

These ratings are affirmed with a positive outlook:

     * American Financial Group, Inc. -- senior debt at Baa3;
       provisional senior unsecured at (P)Baa3; provisional
       subordinated unsecured at (P)Ba1; provisional preferred    
       stock at (P)Ba2;

     * AAG Holding Company, Inc. -- senior debt at Baa3;
       provisional senior unsecured at (P)Baa3; provisional
       subordinated unsecured at (P)Ba1;

     * American Financial Capital Trust II, III, IV --
       provisional preferred securities at (P)Ba1;

     * American Annuity Capital Trust II -- preferred securities
       at Ba1;

     * Great American Insurance Company -- insurance financial
       strength at A3;

     * Great American Alliance Insurance Company -- insurance
       financial strength at A3;

     * Great American Assurance Company -- insurance financial
       strength at A3;

     * Great American Contemporary Insurance Company -- insurance
       financial strength at A3;

     * Great American E&S Insurance Company -- insurance
       financial strength at A3;

     * Great American Fidelity Insurance Company -- insurance
       financial strength at A3;

     * Great American Insurance Company of New York -- insurance
       financial strength at A3;

     * Great American Protection Insurance Company -- insurance
       financial strength at A3;

     * Great American Security Insurance Company -- insurance
       financial strength at A3;

     * Great American Spirit Insurance Company -- insurance
       financial strength at A3;

     * Worldwide Casualty Insurance Company -- insurance
       financial strength at A3;

     * Republic Indemnity Company of America -- insurance
       financial strength at A3;

     * Great American Life Insurance Company -- insurance
       financial strength at A3.

American Financial, located in Cincinnati, Ohio, is a diversified
holding company.  For the first six months of 2006, American
Financial reported $2 billion in total revenue and net income
of $224 million.  As of June 30, 2006, shareholders' equity was
$2.5 billion. American Financial holds an 81% interest in GAFRI
Financial Resources, Inc. GAFRI's lead subsidiary is Great
American Life Insurance Company.

Moody's Insurance Financial Strength Ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


AQUILA INC: Moody's Lifts Rating on $300 Mil. Senior Debt to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the $300 million senior secured
bank facility of Aquila, Inc., to Ba2 from Ba3.  At the same time,
Moody's raised Aquila's corporate family rating to B1 from B2.  
Moody's rating of Aquila's long-term senior unsecured obligations
remains unchanged at B2.  The rating outlook is changed to stable
from positive.

The change to Aquila's corporate family rating reflects the
definitive steps that Aquila has taken in recent quarters to
reduce both balance sheet debt obligations as well as other
contractual claims on cash flow.  Year-to-date, the company has
reduced debt by $350 million through a tender offer, exited
uneconomic tolling arrangements and has built up a sizeable cash
balance.  As such, Moody's believes the company is now better
positioned from a financial perspective, to achieve its back-to-
basics strategy of becoming an integrated electric provider with a
lower level of business risk.  Moody's expects further improvement
in 2007 as revenue stands to be enhanced with a positive outcome
from its rate case filings in Missouri as well as the lower
interest and other costs associated with now divested operations.

The upgrade of Aquila's $300 million senior secured bank facility
to Ba2 reflects the reduced leverage of Aquila Inc. on a
consolidated basis.  The facility remains well secured by
substantially all of Aquila's Missouri Public Service electric
division.  Currently undrawn, the facility is dedicated to funding
Aquila's 18% ownership in the construction of Iatan 2, a coal-
fired electric generating plant located in Weston, Missouri.
Today's rating action will widen the notching between the secured
bank facility and Aquila's senior unsecured debt as we expect the
full $300 million to eventually be drawn during the course of
construction.  Also considered in the rating is the ongoing
limitation of Aquila, under the terms of the bank agreements, to
issue additional debt secured by Missouri Electric assets.

The rating outlook is stable.  Moody's notes that Aquila intends
to continue with the sale of non-core assets.  The anticipated
sale of its Kansas Electric operations this year is expected to
increase its cash balance to approximately $800 million and
provide liquidity to reduce debt levels further and possibly
acquire additional generating capacity.  A favorable outcome in
the company's pending rate filings, which would impact results in
the second half of 2007, along with steady improvement in credit
metrics, such that funds from operations to debt is greater than
6% and FFO interest cover is greater than 1.5 times, is likely to
have positive implications for the rating and outlook.

Headquartered in Kansas City, Missouri, Aquila Inc., is a
regulated electric and gas utility serving several mid-continent
states.  For the twelve month period ending June 30, 2006 Aquila
reported revenues of $1.4 billion.


AZTEC METAL: Taps Cornerstone Consulting as Restructuring Advisors
------------------------------------------------------------------
Aztec Metal Maintenance Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
retain Cornerstone Consulting Group, LLC, as their restructuring
advisors, nunc pro tunc to Aug. 31, 2006.

Cornerstone Consulting will:

     a) interface with third parties, and represent the Debtors
        on financial matters;

     b) consult with management on issues regarding employee
        retention, severance, and other compensation matters;

     c) consult with management and counsel in connection with
        operating, financial, and other business matters relating
        to its ongoing activities;

     d) advise and assist the Debtors on various lender issues;

     e) assist the Debtors' management in matters regarding
        treasury and finance functions;

     f) assist the Debtors in dealing with its various creditors,
        as required by management;

     g) coordinate operations of the Debtors with management and
        counsel, and assist management with monitoring and
        reporting thereon to the Bankruptcy Court and all
        interested parties;

     h) assist management in reviewing plan-to-actual results and
        analyses necessary for continuation of operations and as
        a basis for formulating a plan of reorganization in these
        cases; and

     i) review Debtors' operations and expense structure, and
        help management to determine whether opportunities exist
        for further expense reductions.

The Debtor tells the Court that the firm's professionals will
charge at these hourly rates:

     Designations                 Hourly Rate
     ------------                 -----------
     Principals                   $375 - $400
     Senior Associates            $250 - $350
     Associates                   $125 - $225
     Staff                        $125 - $225

The Debtors discloses that the firm received a $25,000 retainer.

Robert J. Iommazzo, managing principal of the firm, assures
the Court that the firm does not hold any interest adverse to the
Debtors, its estates or creditors.

Mr. Iommazzo can be reached at:

     Robert J. Iommazzo
     Cornerstone Consulting Group, LLC
     305 Madison Avenue
     New York, N.Y. 10165.
     Tel: (212) 490-2336
     
Headquartered in Bronx, New York, Aztec Metal Corp. engages in the
business of restoration, refinishing & maintenance of metal,
marble, masonry & wood surfaces, and installation, facade &
construction cleaning.  The Company and two of its affiliates
filed for chapter 11 protection on Aug. 31, 2006 (Bankr. S.D.N.Y.
Case No. 06-12050).  Alan D. Halperin, Esq. at Halperin Battaglia
Raicht, LLP, represents the Debtors.  When Aztec Metal filed for
protection from its creditors, it listed total assets of
$3,595,188 and total debts of $12,480,942.


BANNER BUFFETS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Banner Buffets, LLC
        dba Whistle Junction Buffet & Grill
        dba Whistle Junction
        dba Florida Buffet
        1754 North Econlockhatchee Trail
        Orlando, FL 32825

Bankruptcy Case No.: 06-02383

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: September 15, 2006

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: R. Scott Shuker, Esq.
                  Gronek & Latham LLP
                  390 North Orange Avenue
                  P.O. Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Sysco Food Service                 Trade Debt          $1,632,022
Central Flordia
200 West Story Road
Ocoee, FL 34761

LP Foods Distributors              Trade Debt            $104,357
P.O. Box 609
Plant City, FL 33564

Heathcott Associates               Trade Debt             $83,830
17300 Chenal Parkway
Suite 300
Little Rock, AR 72223

Infinite Energy                    Trade Debt             $55,120
P.O. Box 31514
Tampa, FL 33631

Central Foods                      Trade Debt             $53,341
3310 Reynolds Road
Lakeland, FL 33803

Brighthouse Networks                                      $34,491

Ecolab                             Trade Debt             $32,701

Downtown Produce                   Trade Debt             $30,326

Rocky Mountain Data Systems        Trade Debt             $25,299

The Revere Group                   Trade Debt             $23,242

National Computer Corp.            Trade Debt             $22,094

Gainesville Regional Utility       Trade Debt             $20,863

Ecolab Pest Eliminations           Trade Debt             $16,423

Shaw Industries                    Trade Debt             $15,762

Interplan                          Trade Debt             $13,800

Accountemp Service Company         Trade Debt             $13,747

International Sign Company         Trade Debt             $12,567

EnviroClean Systems Inc.           Trade Debt             $12,271

Shoes for Crews                    Trade Debt             $12,050

Watson Produce                     Trade Debt             $10,804


BARR PHARMACEUTICALS: Pliva Tender Offer Okayed for Publication
---------------------------------------------------------------
Barr Pharmaceuticals, Inc., disclosed that the Croatian Financial
Services Supervisory Agency has approved for publication its
amended tender offer for the purchase of 100% of the shares of
PLIVA d.d., based in Zagreb, Croatia.  Under the terms of the
formal $2.5 billion cash tender offer, PLIVA shareholders who
tender their shares will receive HRK820 per share in cash.

In accordance with Croatian takeover law and HANFA instructions,
Barr anticipates that its formal offer will be published in major
Croatian newspapers, including the "Official Gazette," this week.

The Company's previous bid of $2.3 billion, or HRK743 per share,
in cash was published in the "Official Gazette" on Aug. 18, 2006,
initiating the Company's 30-day tender process.  On Sept. 4, 2006,
a competing bid by the Actavis Group of $2.5 billion, or HRK795
per share, in cash was published in the "Official Gazette."  With
today's approval of Barr's amended bid by HANFA, the tender offer
period is now expected to expire on Oct. 11, 2006.

The Company's ability to close its tender offer is only
conditioned upon Barr receiving acceptances that result in the
Company holding more than 50% of PLIVA shares.

"Our increased offer for PLIVA reflects our commitment to
successfully completing this transaction, and the value we place
on the combination of our two great companies," said Bruce L.
Downey, Barr's Chairman and Chief Executive Officer.  "Together,
as the world's third largest generic pharmaceutical company, we
will be able to build sustainable shareholder value, enhance the
operations of PLIVA throughout Europe, and provide highly-skilled,
high quality employment for the people of Croatia.  With this
enhanced offer, we hope that shareholders will recognize Barr is
the most appropriate partner for PLIVA, and that we can move
quickly to finalize this transaction, and turn our focus to the
integration of the companies and the construction of a global
leader in generic, proprietary and biopharmaceutical products."

"As we have repeatedly stated, the benefits of the combination of
PLIVA and Barr are beyond question," Mr. Downey continued.  
"Unlike Actavis, where there is significant geographic and product
overlap, Barr and PLIVA have two largely complementary product
portfolios and R&D capabilities that will result in the ability to
offer customers a broad portfolio of solid oral dosage forms,
extended and delayed release products, injectables,
creams/ointments and biopharmaceutical products.  The PLIVA name
and Croatian-based operations will become the headquarters for the
European operations and the European facilities will offer Barr
the opportunity to move manufacturing of select products to
Croatia, increasing both production and employment at the Croatian
and other European facilities.  We are committed to maximizing and
expanding these strengths, to the benefit of shareholders,
employees, and the people of Croatia."

                         About PLIVA d.d.

PLIVA, established in 1921, is a global generic pharmaceutical
company with operations in more than 30 countries worldwide.  
PLIVA specializes in the development, production and distribution
of generic pharmaceutical products, including biologicals,
cytostatics, and other value-added generics, as well as active
pharmaceutical ingredients.

                           About Barr

Barr Pharmaceuticals, Inc. -- http://www.barrlabs.com/-- a  
holding company that operates through its principal subsidiaries,
Barr Laboratories, Inc. and Duramed Pharmaceuticals, Inc., is
engaged in the development, manufacture and marketing of generic
and proprietary pharmaceuticals.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2006,
Moody's Investors Service assigned a Ba1 Corporate Family Rating
and Ba1 senior unsecured credit facility ratings to Barr
Laboratories, Inc.  The credit agreement is guaranteed by Barr
Pharmaceuticals, Inc.  The rating outlook is positive.  In
addition, Moody's assigned a Speculative Grade Liquidity rating of
SGL-2.  

Unsecured credit facilities rated Ba1 include the Company's
unsecured Term Loan A of $2 billion due 2011, unsecured Capital
Markets Facility of $500 million due 2007 and unsecured Revolving
Credit Facility of $300 million due 2011.

The ratings were assigned in conjunction with Barr's $2.3 billion
tender offer for Croatian-based Pliva d.d.  The combined
organization will have revenues of approximately $2.5 billion.


BEST MANUFACTURING: Panel Taps Otterbourg as Lead Counsel
---------------------------------------------------------
The Official Committee of the Unsecured Creditors appointed in
Best Manufacturing Group LLC and its debtor-affiliates' chapter 11
cases, ask the U.S. Bankruptcy Court for the District of New
Jersey for permission to employ Otterbourg, Steindler, Houston &
Rosen, P.C., as their lead bankruptcy counsel.

Otterbourg Steindler will:

   a) assist and advise the Committee in its consultation with the
      Debtors relative to the administration of the Debtors'
      cases;

   b) attend meetings and negotiate with the representative of the
      Debtors;

   c) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs;

   d) assist the Committee in the review, analysis and negotiation
      of the filed plan and disclosure statement, as well as any
      plan(s) of reorganization or related disclosure statement(s)
      that may be filed;

   e) assist the Committee in the review, analysis, and
      negotiation of any financing agreements;

   f) take all necessary action to protect and preserve the
      interests of the Committee, including:

        i) possible prosecution of actions on its behalf,

       ii) if appropriate, negotiations concerning all litigation
           in which the Debtors are involved, and

      iii) if appropriate, review and analysis of claims filed
           against the Debtors' estates;

   g) prepare on behalf of the Committee all necessary motions,
      applications, answers, orders, reports and papers in support
      of positions taken by the Committee;

   h) appear, if appropriate, before the Court, the Appellate
      Courts, and the U.S. Trustee, and protect the interests of
      the Committee before those Courts and before the U.S.
      Trustee; and

   i) perform all other necessary legal services in the Debtors'
      cases.

Scott L. Hazan, Esq., an Otterbourg Steindler member, discloses
that the firm's professionals bill:

          Designation                 Hourly Rate
          -----------                 -----------
          Partner/Counsel             $490 - $725
          Associate                   $240 - $525
          Paralegal/Legal Assistant   $150 - $195

Mr. Hazan assures the Court that his firm does not represent nor
hold any interest adverse to the Debtors or their estates and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Hazan can be reached at:

          Otterbourg, Steindler, Houston & Rosen, P.C.
          230 Park Avenue
          New York, NY 10169

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


CARDSYSTEMS SOLUTIONS: Court Extends Bar Date to October 12
-----------------------------------------------------------
The Honorable James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona extended the bar date to file proofs of claims
against Cardsystems Solutions Inc. from July 14, 2006, to Oct. 12,
2006.

Christian Raisner, Esq., representing cardholders in consumer
action filed in San Francisco, said that cardholders have claims
affected by the security breach.  Judge Marlar directed him to
give the names and addresses of the known parties so that they
will receive notice of the Debtor's bankruptcy.

As reported in the Troubled Company Reporter on July 18, 2006,
Cumis Insurance Society Inc. told the Court that at least 297
credit unions may have suffered losses stemming from the security
breach at the Debtor in May 2005, affecting Visa and MasterCard
holders.  Of the 297 credit unions, only 163 appear to have
received notice of the Debtor's bankruptcy based upon the Debtor's
schedules and corresponding mailing matrix.

Cumis explained that it has already incurred certain losses for
which it has claims against the Debtor and that it may continue to
pay or become liable for additional losses as claims are made
against the issuing banks.  

Cumis provides insurance to credit unions that issue debit and
credit cards, and indemnifies its insured credit unions for losses
arising from unauthorized use of plastic cards.

Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc.
-- http://www.cardsystems.com/-- was acquired by Pay By Touch   
Payment Solutions, LLC -- http://www.paybytouch.com/-- a   
biometric authentication, loyalty, membership, payment and other
electronic transaction solutions provider.  The Company filed for
bankruptcy protection on May 12, 2006 (Bankr. D. Ariz. Case No.
06-00515).  Frederick J. Petersen, Esq., Michael McGrath, Esq.,
and Lowell Rothschild, Esq., at Mesch, Clark & Rothschild, P.C.,
represent 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 bankruptcy protection,
it disclosed assets amounting to $13,087,515 and debts totaling
$23,860,343.


CARDSYSTEMS SOLUTIONS: Wants Open-Ended Solicitation Extension
--------------------------------------------------------------
Cardsystems Solutions Inc. asks the Honorable James M. Marlar of
the U.S. Bankruptcy Court for the District of Arizona to extend
its exclusive right to solicit acceptances of its Plan of
Liquidation to 90 days after approval of its Disclosure Statement
pursuant to Section 1121(c)(3) of the Bankruptcy Code.

The Debtor reminded the Court that it filed its Plan and
Disclosure Statement contemporaneously with the filing of its
voluntary petition on May 12, 2006.

The Debtor's counsel, Mesch, Clark & Rothschild, P.C., has
received lists of potential claimants and has provided those lists
to Donlin Recano & Company, Inc., its claims agent.

The Debtor's Liquidating Plan contemplates distributing all of its
assets to creditors and equity holders pursuant to the priorities
established by Bankruptcy Code.

Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc.
-- http://www.cardsystems.com/-- was acquired by Pay By Touch   
Payment Solutions, LLC -- http://www.paybytouch.com/-- a   
biometric authentication, loyalty, membership, payment and other
electronic transaction solutions provider.  The Company filed for
bankruptcy protection on May 12, 2006 (Bankr. D. Ariz. Case No.
06-00515).  Frederick J. Petersen, Esq., Michael McGrath, Esq.,
and Lowell Rothschild, Esq., at Mesch, Clark & Rothschild, P.C.,
represent 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 bankruptcy protection,
it disclosed assets amounting to $13,087,515 and debts totaling
$23,860,343.


CCH II: Fitch Junks Ratings on $396.2 Million Senior Notes
----------------------------------------------------------
Fitch Ratings assigned a 'CCC' rating and 'RR4' recovery rating to
these senior notes issued by CCH II, LLC:

   -- $250.0 million of 10.25% senior notes due 2013;
   -- $146.2 million of 10.25% senior notes due 2013

Fitch also assigned a 'CCC' rating and 'RR4' recovery rating to
the $456.6 million of senior secured notes due 2015 issued by CCH
I, LLC. CCH II, LLC and CCH I, LLC are indirect subsidiaries of
Charter Communications, Inc.  Charter has an issuer default rating
of 'CCC'.  The Rating Outlook for Charter and its subsidiaries is
Stable.

The notes are being offered as part of a debt exchange launched by
CCH I, LLC and CCH II, LLC for various debt securities issued by
Charter Communications Holdings, LLC and Charter Communications,
Inc.  Pursuant to the exchange offer CCH II, LLC offered up to
$250 million of new 10.25% senior notes due 2013 and CCH I, LLC
offered up to $625 million of 11% senior secured notes due 2015 in
exchange for Charter Communications Holdings, LLC notes maturing
between 2009 and 2012.

The CCH I Notes are secured by a pledge of 100% of the equity
interests of CCH I, LLC wholly owned subsidiary CCH II, LLC and by
a pledge of 70% of all class A preferred units in CC VIII, LLC
that will be contributed to CCH I, LLC by CCHC, LLC.

Additionally, CCH II, LLC offered $146.3 million of 10.25% senior
notes due 2013 as part of the total consideration offered to
exchange up to $450 million of the 5.875% convertible senior notes
due 2009 issued by Charter Communications, Inc.

Fitch recognizes that the exchange will extend maturities,
modestly reduce outstanding debt and increase the company's
financial flexibility; however, Fitch believes that the debt
exchange is neutral to Charter's overall credit profile.

From Fitch's perspective the proposed debt exchange does not
materially change or enhance the recovery prospects of the bond
holders within Charter's various holding companies.  Fitch
acknowledges that the notes issued by CCHI will be senior secured.

However, because the notes will be secured by the economic
interests of a non operating holding company as well as the 70%
interest in the CC VIII preferred equity coupled with the
restrictions on the security holders' ability to utilize the
collateral to remedy a payment default, Fitch does not believe
that the security interests provide meaningful credit enhancement
to the holders of the CCH I secured debt.  

Fitch believes that the recovery prospects of the CCH I, LLC note
holders are within the same recovery rating scale as the rest of
Charter's intermediate holding companies.

Overall, Fitch's ratings reflect its highly levered balance sheet
and the absence of any meaningful prospects to deliver its balance
sheet over the current rating horizon.  Fitch believes that
Charter's capital structure is increasingly unsustainable.

Fitch's ratings incorporate its expectation that Charter will
continue to generate negative free cash flow given the company's
capital structure, ongoing capital expenditures and the increasing
cash interest requirements on debt that has converted or is
scheduled to convert to cash interest payment.

Additionally, Fitch's ratings reflect Charter's operating profile
that, while demonstrating improvement remains weak relative to its
peer group and subscriber clusters that do not contribute to
Charter's operating leverage and compress EBITDA margins.

The Stable Rating Outlook incorporates Charter maintaining
unrestricted access to available borrowing capacity from its
revolver and continued stabilization of the company's liquidity
profile.


CHC HELICOPTER: First Quarter Profit Drops on Increased Expenses
----------------------------------------------------------------
CHC Helicopter Corporation reported unaudited financial results
for the three months ended July 31, 2006.

The Company continues to aggressively expand its fleet to meet
current and future contractual agreements.  Revenue increased
during the first quarter by CDN$41.4 million, excluding the impact
of foreign exchange.  However, the quarter's results have been
affected by the cost of the Company's unprecedented addition of 19
aircraft to its fleet, resulting in a fleet increase of 34
aircraft compared to the first quarter of last year.  Furthermore,
foreign exchange has also had a significant impact on the
Company's earnings growth.

As a result of this rapid fleet expansion, the Company experienced
significant aircraft introduction costs which consist of
recruitment and training, crew duplication and overtime,
mobilization costs, and pre-deployment lease and interest costs.
There is a timing difference between when these introduction costs
are incurred and when an aircraft begins flying and generating
revenue, resulting in a significant reduction in earnings during
this introduction period.  During the first quarter, very few of
the 19 new aircraft earned revenue while approximately
CDN$3.5 million of introduction costs and approximately
CDN$2 million of lease and interest costs were expensed to prepare
these aircraft for deployment in fiscal 2007.  These introduction
costs were particularly high in Europe where several aircraft,
including new aircraft types, were added to the fleet.

In addition, substantial costs were expensed in the first quarter
in the European Operations and Heli-One segments related to
scheduled and unscheduled maintenance requirements on newly
introduced aircraft, aircraft being modified for current and
future contracts and older aircraft on which unscheduled
maintenance work was required.  These costs totaled approximately
CDN$2.7 million, consisting of CDN$2.4 million in operating costs
and CDN$0.3 million of lease and interest costs.

During the first quarter, the Company continued to be negatively
impacted by the strengthening Canadian dollar, consistent with
previously reported quarters.  Revenue was negatively impacted by
FX of approximately CDN$22.3 million.

During the first quarter, consolidated revenue increased by
CDN$41.4 million or 17% over the same period last year, excluding
the negative impact of FX.  Revenue increased in all operating
segments with Global Operations experiencing a 33% revenue growth
this quarter, excluding FX.  Flying hours in the first quarter
increased by 3,767 hours over the same period last year and by
4,015 hours from the fourth quarter of last year.

The first quarter was a strong quarter for Global Operations, with
increases in revenue and segment EBITDAR of CDN$25 million and
CDN$12.4 million, respectively, from the same period last year,
excluding the negative impact of FX.  Global Operations has added
13 new aircraft to its fleet compared to the first quarter of last
year, which is partially offset by aircraft returned to Heli-One
for re-deployment.  The addition of new aircraft is a major
contributing factor to the increases in revenue and segment
EBITDAR in the Global Operations segment.

Net earnings for the first quarter were CDN$8.8 million, a
decrease of CDN$10.4 million from the first quarter last year.    

                       About CHC Helicopter

CHC Helicopter Corporation (TSX: FLY.A and FLY.B; NYSE: FLI) --
http://www.chc.ca/-- is the world's largest provider of    
helicopter services to the global offshore oil and gas industry
with aircraft operating in more than 30 countries.

                           *     *     *

CHC's CDN$250 million senior subordinated notes due 2014 carry
Moody's B2 rating.


CHESAPEAKE CORP: S&P Lifts Senior Unsecured Debt's Rating to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its senior unsecured
debt rating on Chesapeake Corp. to 'B+' from 'B' and withdrew its
'BB-' senior secured bank loan rating and '2' recovery rating.  
The corporate credit rating on Chesapeake is 'BB-', and the
outlook is stable.

"The rating actions followed the company's announcement that it
did not complete its proposed refinancing transaction," said
Standard & Poor's credit analyst Lisa Wright.

Chesapeake, based in Richmond, Virginia, had about $550 million
of lease and post-retirement-adjusted debt outstanding at July 2,
2006.

The ratings on paperboard and plastics packaging producer
Chesapeake reflect:

   * its very thin discretionary cash flow;
   * very aggressive debt leverage;
   * industry overcapacity; and
   * competitive pricing pressures.

The ratings also reflect some ability to pass on raw-material cost
increases to customers and the diversity of the company's end
markets and operations.

Chesapeake Corp.:

  * Corporate Credit Rating: BB-/Stable/--

Rating Raised:

  * Senior Unsecured: to B+ from B

Rating Withdrawn:

  * Senior Secured Bank Loan: to NR from BB-
  * Recovery Rating: to NR from 2


COMM 2001-J1: Moody's Lifts Rating on $23.3 Million Class F Notes
-----------------------------------------------------------------
Moody's Investors Service upgrades the ratings of three classes
and affirmed the ratings of seven classes of COMM 2001-J1
Commercial Mortgage Pass-Through Certificates:

   * Class A-2, $228,540,976, Fixed, affirmed at Aaa
   * Class X, Notional, affirmed at Aaa
   * Class X-GB, Notional, affirmed at Aaa
   * Class X-USB, Notional, affirmed at Aaa
   * Class X-GT, Notional, affirmed at Aaa
   * Class B, $46,643,000, Fixed, affirmed at Aaa
   * Class C, $46,643,000, Fixed, upgraded to Aaa from Aa3
   * Class D, $15,547,000, Floating, upgraded to Aa2 from A1
   * Class F, $23,321,000, Fixed, upgraded to Baa2 from Ba1
   * Class M, $2,472,910, Fixed, affirmed at Aa2

The Certificates are collateralized by eight mortgage loans. The
undefeased loans range in size from 4.7% to 23.3% of the pool
balance based on current principal balances.  As of the Aug. 16,
2006 distribution date, the aggregate certificate balance
(including that portion of Class A-2 reissued through the COMM
2001-JF1 Class A-2F transaction) has decreased by approximately
23.5% to $608.8 million from $795.3 million at securitization.  
The US Bancorp Tower Loan defeased in August.  All of the loans
amortize on schedules ranging from 8.5 years to 30 years.

Moody's is upgrading Classes C, D, and F due to the defeasance of
the US Bancorp Tower Loan, the improved performance of several
remaining loans and loan amortization.

The Graybar Building Loan is secured by a leasehold interest in
the Graybar Building, a 1.3 million square foot Class B+ office
building located in New York City.  The building is currently 96%
leased and is performing better than Moody's expectations on a
current cash flow basis.  The borrower is an affiliate of SL Green
Realty Corp.  Upon the Anticipated Repayment Date of the loan in
2010, 19 years will remain on the ground lease.  Moody's current
shadow rating on the loan is Ba2, is the same as at last review
and is based on the estimated value of the collateral in 2010
while taking into account the relatively short remaining ground
lease term.

The Plaza at La Jolla Village Loan is secured by a 633,000 square
foot Class A office development located in La Jolla, California.  
The building is currently 85.4% leased, compared to 97.3% at
securitization.  The borrower is affiliated with Equity Office
Properties and Allstate Insurance Company.  Based on Moody's
adjusted cash flow of $11.4 million and a normalized
capitalization rate, the loan to value ratio is 60.8%, compared to
63% at Moody's last review.  Moody's current shadow rating is
Baa1, compared to Baa2 at last review.

The Boise Towne Square Mall Loan is secured by approximately
597,300 square feet of space in Boise Towne Square, a 1.32 million
square foot regional mall located in Boise, Idaho.  Mall shop
occupancy is currently 91.3%.  The borrower is an affiliate of JP
Realty Inc.  Based on Moody's adjusted cash flow of $11.5 million
and a normalized capitalization rate, the LTV is 53.3% compared to
61.5% at last review.  Moody's current shadow rating is Aa3,
compared to Baa1 at last review.

The Golden Triangle Portfolio Loan is secured by four Class B
office properties located in Washington, D.C.'s Golden Triangle
District.  The buildings are currently 84.9% leased.  The borrower
is affiliated with Charles E.  Smith Commercial Realty, a division
of Vornado Realty Trust.  Based on Moody's adjusted cash flow of
$13.9 million and a normalized capitalization rate, the LTV is
50.7% compared to 58.6% at last review.  Moody's current shadow
rating is Aa2, compared to A3 at last review.

The 28 and 40 West 23rd Street Loan is secured by two adjacent
Class B office properties located in the Chelsea/Flatiron district
of New York City.  The buildings are currently 100% leased. The
borrower is affiliated with key executives of Williams Real Estate
Company.  Based on Moody's adjusted cash flow of $9 million and a
normalized capitalization rate, the LTV is 57.3% compared to 60.1%
at last review.  Moody's current shadow rating is A3, compared to
Baa1 at last review.


CSFB HOME: Moody's Assigns Low-B Ratings on Two Class Certificates
------------------------------------------------------------------
Moody's Investors Service assigns an Aaa rating to the senior
certificates issued by CSFB Home Equity Mortgage Trust 2006-4 and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by Aames Capital Corporation (11%),
WMC Mortgage Corporation (11%), and other mortgage lenders (78%,
none individually originating over 10%) originated, fixed-rate,
closed-end second mortgage loans acquired by DLJ Mortgage Capital.  
The ratings are based primarily on the credit quality of the loans
and on protection against credit losses from subordination, excess
spread, and overcollateralization.  The ratings also benefit from
an interest-rate swap agreement provided by Credit Suisse
International. Moody's expects collateral losses to range from
7.25% to 7.75%.

Select Portfolio Servicing and Ocwen Loan Servicing, LLC will
service the loans.


These are the actions taken:

   -- CSFB Home Equity Mortgage Trust 2006-4

   -- Home Equity Mortgage Pass-Through Certificates,
      Series 2006-4

      * Cl. A-1, Assigned Aaa
      * Cl. A-2, Assigned Aaa
      * Cl. A-3, Assigned Aaa
      * Cl. M-1, Assigned Aa1
      * Cl. M-2, Assigned Aa2
      * Cl. M-3, Assigned Aa3
      * Cl. M-4, Assigned A1
      * Cl. M-5, Assigned A2
      * Cl. M-6, Assigned A3
      * Cl. M-7, Assigned Baa1
      * Cl. M-8, Assigned Baa2
      * Cl. M-9, Assigned Baa3
      * Cl. B-1, Assigned Ba1
      * Cl. B-2, Assigned Ba2


DELAWARE VALLEY: Moody's Withdraw Ca Rating on $250 Million Bonds
-----------------------------------------------------------------
Moody's Investors Service withdraws the underlying Ca rating
assigned to approximately $250 million of Series 1996 bonds issued
by Delaware Valley Obligated Group through the Pennsylvania
Hospital and Higher Education Facilities Authority.

The rating action reflects Moody's standard practice of
withdrawing ratings of organizations that have entered bankruptcy
proceedings.  The DVOG Series 1996 bonds remain rated Aaa based
upon the presence of MBIA's insurance policy.  Since the
bankruptcy filing in 1998, the creditors, including MBIA, have
received certain distributions, although litigation against
PricewaterhouseCoopers LLP by the creditors is still ongoing.
Amounts received from the PWC litigation, any balances remaining
in reserves established to pay costs of the PWC litigation, and
from other miscellaneous amounts available for the distribution
from the bankruptcy proceedings, will be distributed among all the
creditors.


DELPHI CORP: Court Defers CBA & GM Contract Hearings to Sept. 28
----------------------------------------------------------------
The U.S. Bankruptcy Court of the Southern District of New York has
granted further adjournments of trial dates previously set by the
Court for contested hearings on Delphi Corporation's motions to
reject collective bargaining agreements and modify retiree
benefits under Sections 1113 and 1114 of the Bankruptcy Code and
for authority to reject after notice certain commercial contracts
with General Motors Corp. under Section 365 of the Bankruptcy
Code.

The 1113/1114 motion hearing was previously scheduled to resume on
Sept. 18, 2006 and the 365 motion hearing was scheduled to
commence on Sept. 28, 2006.  The Court has scheduled chambers
conferences on Sept. 28, 2006 for status and scheduling purposes
with Delphi and the respondents to each motion.

The action follows a chambers conference conducted by the Court on
Sept. 14, 2006 and meetings between Delphi and its major
stakeholders including its statutory committees, labor unions and
GM.  The adjournments are intended to allow the parties to
continue to make progress in their discussions.

                      About General Motors

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the      
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries and its vehicles are sold in 200 countries.

                       About Delphi Corp.

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


DISCOVERY ZONE: Oak Point Buys Defaults Judgments for 12% or More
-----------------------------------------------------------------
Montague S. Claybrook, the chapter 7 trustee overseeing the
liquidation of Discovery Zone, Inc., and its debtor-affiliated,
proposes to sell $1,266,235 of default judgments from prosecution
of avoidance actions in the Debtors' bankruptcy cases to Oak Point
Partners, Inc.  Oak Point has agreed to pay the Trustee $6,000 in
cash plus 50% of all recoveries over $50,000.

The Trustee reminds the Court that it hired Recovery Services,
Inc., in 2003 to pursue collection of the default judgments he
obtained.  RSI met with modest success, the Trustee relates, and
then retained Smith Giacometti, LLC (later replaced by Flaster
Greenberg, LLC) in 2005 as special collection counsel.  After
diligent effort, the Trustee relates, special collection counsel
"did not effectuate further recoveries."

Oak Point approached the Trustee in July with its offer, and the
Trustee believe's Oak Point's deal is good.  This transaction,
Michael S. DeBaecke, Esq., at Blank Rome LLP, tells the Court,
"represents a near final act of estate administration and its
approval will enable the Trustee to begin the process of preparing
a final report and readying for final distributions."

Oak Point Partners, Inc., can be contacted at:

          Eric Linn
          President
          OAK POINT PARTNERS, INC.
          120 W. Eastman, Suite 300
          Arlington Heights, IL 60004
          Telephone (847) 577-1269

Discovery Zone, Inc., Discovery Zone Inc., Discovery Zone (Puerto
Rico) Inc., and Discovery Zone Licensing, Inc., sought chapter 11
protection on April 20, 1999 (Bankr. D. Del. Case No. 99-50117),
reporting $108 million in assets and $146 million in liabilities.  
The children's indoor entertainment company's chapter 11 cases
were converted to chapter 7 liquidating proceedings in 2000.
During the chapter 11 process, 13 owned Discovery Zone Fun
Centers, two parcels of undeveloped real estate, and the rights to
seven leased properties Fun Centers were sold to CEC
Entertainment, Inc., and converted to Chuck E. Cheese's
restaurants.  Other leased properties were sold back to their
landlords or other buyers by Keen Realty Consultants, Inc.


DURANGO GEORGIA: Liquidator to Sell Insurance Proceeds Claims
-------------------------------------------------------------
Bridge Associates, LLC, as Liquidating Trustee of the Bankruptcy
Estate of Durango Georgia Paper Company, has entered into a Sale
and Assignment Agreement with Liquidity Solutions Inc.

The agreement transfers all of the Debtor's claims against
Reliance Insurance Company for the recovery of insurance proceeds.

Additional bidders may submit higher and better bids for the
claims subject, to the absolute judgment and discretion of the
Liquidating Trustee.  Bidders seeking to purchase the claim must
bid a minimum of $589,190.  Any subsequent bidder must bid a
minimum of $10,000, over and above the previous bid.   All bids
must be submitted by 5:00 p.m., on Sept, 29, 2006, to:

         Mark S. Watson, Esq.
         Stone  & Baxter, LLP
         577 Murphy Street, Suite 800
         Macon, GA 31201
         Phone: (478) 750-9898
         Fax: (478) 750-9899  

The U.S. Bankruptcy Court for the Southern District of Georgia in
Brunswick will convene a hearing at 10:30 a.m., in Oct. 12, 2006,
to consider approval of the proposed sale.       

                     About Durango Georgia

Based in St. Mary's, Georgia, Durango Georgia Paper Company --
http://www.durangopaper.com/-- was a nationally recognized    
bleached board and kraft paper producer in the U.S. offering
coast-to-coast and international service.  On Oct. 29. 2002,
creditors filed an involuntary chapter 7 petition against Durango.  
The Company filed for chapter 11 relief on Nov. 20, 2002 (Bankr.
S.D. Ga. Case No. 02-21669).  George H. Mccallum, Esq., at Stone &
Baxter, LLP, Kate D. Strain, Esq., at Hunter, Maclean, Exley &
Dunn, PC, and Neil P. Olack, Esq., at Duane Morris LLP, represent
the Debtor in its restructuring efforts.  Bridge Associates, LLC,
was appointed as Liquidating Trustee under the terms of a Plan of
Liquidation approved by creditors and confirmed by the Bankruptcy
Court in June 2004.


EMERALD OUTDOOR: Loses Rights in One of Two Billboard Leases
------------------------------------------------------------
Emerald Outdoor Advertising, LLC, sought protection under chapter
11 of the U.S. Bankruptcy Code on May 5, 2003 (Bankr. E.D. Wash.
Case No. 03-03851) and simultaneously filed a motion to assume two
leases that allow the debtor to place very large outdoor
advertising signs on Indian tribal land.  One lease is dated
January 9, 1995, and is commonly referred to as the 57th Avenue
East Lease or the I-5 Lease.  It involves two large signs.  The
second Lease is dated June 1, 1995, and is commonly referred to as
the Pacific Highway East Lease or Highway 99 Lease.  It involves
one sign.

In a decision published at 300 B.R. 775, the Honorable Patricia C.
Williams denied Emerald's motion to assume the Leases, holding
that a prepetition state court foreclosure action prosecuted by
the landowner terminated and extinguished Emerald's Leases because
they constituted a junior interest in the property.  Emerald
appealed that ruling to the U.S. District Court for the Eastern
District of Washington.  In an unpublished order, the Honorable
Robert H. Whaley reversed Judge Williams' ruling, concluding that
Emerald's lease had priority over the landowner's deed of trust.  

Tiffany Jane Harrison, an individual who is a member of the
Puyallup Tribe of Indians, owns the land.  Ms. Harrison commenced
an adversary proceeding (Bankr. E.D. Wash. Adv. Pro. No. A03-
00178) in Emerald's bankruptcy case seeking a declaratory judgment
and a bankruptcy court order bidding the debtor farewell.  Ms.
Harrison took an appeal from Judge Whaley's ruling to the United
States Court of Appeals for the Ninth Circuit.  In a decision
published at 444 F.3d 1077, the Ninth Circuit determined that the
Deed of Trust is superior and the two Leases were properly
foreclosed by Ms. Harrison, and, as the successful bidder at the
foreclosure sale on May 31, 2002, acquired the property free of
Emerald's leasehold interest.

Now, back in the bankruptcy court, there's a dispute about whether
Ms. Harrison has the right to retain the sign structures or
whether Emerald has the right to remove the sign structures.  The
determination of the debtor's rights, including the right to
retain the sign structures, will effect the debtor's formulation
and confirmation of a chapter 11 plan.

Ms. Harrison wants Judge Williams to render a judgment declaring
that she has title to the real property free and clear of any
interest of the debtor, and enter an order requiring the debtor to
vacate the property and leave the sign structures in place because
ownership has reverted to plaintiff.  There is no dispute
regarding the massive foundation work for the signs, and the
parties agree it will remain as part of the real estate.  Ms.
Harrison maintains she is entitled to immediate possession of the
sign structures because (1) 11 U.S.C. Sec. 365(d)(4) so requires;
(2) RCW 61.24.060 requires surrender 20 days after a foreclosure
sale; and (3) the express terms of the Leases require immediate
surrender upon termination.

Emerald asserts that RCW 59.04.020 is controlling and doesn't
entitle Ms. Harrison to immediate possession of the premises or
the sign structures because a new tenancy was created post-
foreclosure.  Emerald points out that it has made monthly rent
payments during its chapter 11 proceeding.  

In a Memorandum Decision published at 2006 WL 2419130, Judge
Williams rules that Ms. Harrison owns and is entitled to
possession of the sign structure relating to the Pacific Highway
East Lease on Highway 99.  Judge Williams directs Emerald to
remove the sign structure if Ms. Harrison wants it removed.  

A trial, Judge Williams says, will be necessary to resolve the
question of fact which exists as to the ownership and removal of
the sign structures relating to the 57th Avenue East Lease on
Interstate 5.  

Emerald Outdoor Advertising is represented in its chapter 11
restructuring by:

          John F. Bury, Esq.
          Murphy Bantz and Bury
          818 W. Riverside Ave., Suite 631
          Spokane, WA 99201-0910
          Telephone (509) 838-4458


FOAMEX INTERNATIONAL: Wants Until Dec. 13 to File Chapter 11 Plan
-----------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Foamex
International Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to:

   (i) further extend the exclusive period in which they may file
       a Chapter 11 plan through and including Dec. 13, 2006; and
       
  (ii) provide them with an additional 60 days, or until
       Feb. 11, 2007, to solicit acceptances for the Plan.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates that, after the Debtors completed
and assessed their revised business plan and projections, they
concluded that sufficient value might exist to justify a recovery
for their equity holders under a Plan.

The Debtors sought financing with the assistance of their
financial advisors Miller Buckfire & Co. LLC, and have succeeded
in fully negotiating a commitment for a package of exit loans with
three lenders.

The Debtors also commenced discussions with D.E. Shaw Laminar
Portfolios LLC, Par IV Capital Management LLC, Paloma
International LP, Sigma Capital Management LLC, and Goldman Sachs
& Co. about purchasing additional Foamex equity through a rights
offering.

According to Mr. Barry, the Debtors entered into confidentiality
agreements with each of the five major equity holders and provided
access to the Debtors' management and extensive due diligence
information.  The Debtors spent a lot of time with the five equity
holders exchanging drafts and comments on certain documents
relevant to any rights offering.

Mr. Barry tells the Court that the Debtors need more time to
conclude their negotiations for an additional equity investment
and, based on the outcome of the negotiations, to file an amended
Plan and accompanying Disclosure Statement.

There can be no dispute that Debtors have made good use of their
exclusivity extension to make meaningful progress toward
completing their reorganization, Mr. Barry says.  However, more
time is necessary.

Pursuant to Del. Bankr. L.R. 9006-2, the filing of this request
before the expiration of the extant exclusive period on
Sept. 14, 2006, will serve to automatically extend the
Debtors' exclusive period until the Court rules on the request
without the need for a bridge order.

Objections to the Debtors' requested relief must be filed by
Sept. 28, 2006.  The hearing on this request is slated for
Oct. 5, 2006.

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


FORD MOTOR: Eyes $5 Bil. Cost Cuts in Accelerated Turnaround Plan
-----------------------------------------------------------------
Ford Motor Company disclosed Friday plans to further reduce its
capacity and work force, and ramp up new product introductions as
it accelerates its North America "Way Forward" turnaround plan.

Ford will cut its North American salaried-related work force by
about a third and offer buyout packages to all Ford and Automotive
Components Holdings hourly employees in the U.S.  The reductions
will contribute significantly to reducing ongoing annual operating
costs by about $5 billion.  In addition, Ford will renew 70% of
its North American product lineup by volume by the end of 2008.

"These actions have painful consequences for communities and many
of our loyal employees," said Bill Ford, the company's executive
chairman.  "But rapid shifts in consumer demand that affect our
product mix and continued high prices for commodities mean we must
continue working quickly and decisively to fix our business.  Mark
Fields and his team deserve credit for the accelerated Way Forward
strategy, which puts us on an even faster product-driven path to
success.

"Alan Mulally's experience in turning around a major industrial
company will help guide the implementation of these measures as he
assumes leadership of the company," Mr. Ford continued.  "The
actions we announced [fri]day - coupled with the North American
production cuts we announced last month, the strategic
alternatives we are considering for Aston Martin and a push for
greater progress from our operating units and brands around the
world - are part of a series of actions that Alan and our entire
global team will be taking to put the company on a path to
sustained profitability and success."

Mr. Mulally, whose appointment as CEO and President of Ford was
announced last week, echoed support for the Way Forward plan and
for the team leading the company's North American turnaround.

"The steps we are announcing [fri]day are clearly needed to ensure
the ultimate turnaround of the business in Ford's biggest and most
important market," Mulally said.  "Although the process has been
under way for months, I have had a chance to review these actions
and am convinced that they provide the sound, product-led
underpinnings and cost reductions we will need to achieve our
goals.  I look forward to helping with the implementation.

"Turnarounds of this magnitude succeed when capacity and costs are
aligned with a realistic expectation of demand," Mr. Mulally
continued.  "These actions are certainly consistent with that
goal.  We will focus intensely on the needs of our customers in
North America, and around the world, by pulling forward new
products and creating new markets.  We are a team united by a
shared vision to build the best automobiles in the world at Ford
Motor Company."

Mark Fields, Ford's President of The Americas, said the Way
Forward plan will continue to focus every part of the business on
the customer - building stronger Ford, Lincoln and Mercury brands;
strengthening the company's North American product lineup;
improving quality, and accelerating progress on productivity and
competitive costs.

"The fundamentals of our Way Forward plan have not changed, but
our timetable has changed dramatically," said Mr. Fields.  "We've
taken a sobering look at the industry and our own business, and
the entire team in North America has a renewed sense of urgency
and a clear view of what it will take to position this business
for profitability.

"We know our decisions bring more pain to the business in the
short-term, and they require sacrifice from our employees, labor
unions, dealers and suppliers," he added.  "But, together, we are
building a much stronger Ford Motor Company and a more secure
future for us all."

Mr. Fields said the team will continue to push to move further and
faster throughout the business.

"Our work is far from over.  We recognize that the competitive
landscape and cost pressures have significantly challenged our
traditional business model, and that recognition is driving more
investment in small cars and crossovers, even as we continue to
position ourselves to remain the truck leader," Mr. Fields said.  
"We will remain quick and decisive in executing our Way Forward
plan and flexible in reacting to changing conditions in the
future."

Market share declines, reflecting primarily segment shifts, and
higher-than-planned raw material costs will mean full-year
profitability for Ford's North American auto operations is not
expected before 2009.

"Clearly, we could have cut product programs and maintained our
goal of North American profitability in 2008," Fields said.  "But,
even as we further reduce our costs and capacity and make tough-
but-necessary decisions throughout our business, we cannot and
will not retreat from the critical investments to deliver the
right products for our customers."

Actions to be implemented by the end of 2008 and resulting
financial impact if the revised North America Way Forward
turnaround plan include:

Product-Led Turnaround:

70% of Ford, Lincoln and Mercury products by volume will be new or
significantly upgraded starting Friday through the end of 2008.  
The new lineup builds on Ford's strength as America's truck leader
while expanding in growth segments, such as crossovers.  

Ford will introduce an all-new full-size crossover based on the
Ford Fairlane concept.  The seven-passenger vehicle for modern
families goes on sale in 2008 and will be produced at Ford's
Oakville(Ontario, Canada) Assembly Plant.

Ford will continue to lead the American truck market with a new
Super Duty pickup confirmed to go on sale in early 2007 and an
all-new F-150 pickup confirmed to go on sale in 2008.  The
vehicles boast powertrain, design and feature upgrades.

Ford will continue to lead America's sports car market with new
Mustang derivatives each year.

The new Lincoln MKS flagship sedan will go on sale in 2008 -
packed with more technology and features than any prior Lincoln,
including all-wheel drive.  Current plans are to produce the
vehicle at the company's Chicago Assembly Plant.

Lincoln will continue offering the Lincoln Town Car to meet
ongoing demand.  After assembly ends at Ford's Wixom ( Mich.)
Assembly Plant in 2007, Ford intends to move Town Car production
to Ford's St. Thomas (Ontario, Canada) Assembly Plant.  St. Thomas
will be reduced to one shift of production, as previously
announced.

Product development work is intensifying through 2008 on creating
new small cars and even more crossovers that will go on sale in
the future.  These vehicles will be based on the company's global
vehicle architectures, including "B" and "C" platforms not
presently used in North America.

Major investments continue in new gasoline, flexible-fuel, diesel,
hydrogen and hybrid powertrains, including additional E-85
ethanol-powered and hybrid vehicles on the road by the end of
2008.  In addition, two out of every three Ford, Lincoln and
Mercury vehicles will be offered with fuel-saving 6-speed
transmission technology by the end of 2008.

The new products and a voluntary consolidation of the Ford and
Lincoln Mercury dealer network are designed to significantly
improve the dealers' through-put and profitability by the end of
2008.

Accelerated Cost Savings, Leaner Structure:

Compared with 2005, annual operating costs will be reduced by
about $5 billion by the end of 2008.  

Salaried-related costs will be reduced through the elimination of
the equivalent of about 14,000 salaried-related positions, which
represents approximately a third of Ford's North American salaried
work force.  The reduction includes the equivalent of 4,000
positions eliminated in the first quarter of 2006.  The additional
reductions will be achieved through early retirements, voluntary
separations and, if necessary, involuntary separations - with most
employees expected to depart by the end of the first quarter in
2007.

An agreement with the UAW will expand early retirement offers and
separation packages to all Ford U.S. hourly employees, including
Ford employees at the company's ACH plants.  Employees will begin
receiving details by mid-October, and those accepting offers will
leave the company by September 2007.

Ford will accelerate by four years its previously announced goal
of reducing 25,000 to 30,000 North American manufacturing
employees by the end of 2012.  The reductions now will be
completed by the end of 2008.

The sale or closure of all ACH facilities by the end of 2008 will
result in additional employee reductions.

Ford continues to work with the UAW to improve the competitiveness
of its U.S. manufacturing facilities.  As a result, new
competitive operating agreements have been ratified by UAW locals
in 30 different U.S. Ford and ACH facilities - and nearly
$600 million in annual savings is projected to be realized.

Capacity Further Aligned with Consumer Demand

North America manufacturing capacity is being adjusted to
3.6 million units by the end of 2008, down 26% versus 2005 - in
line with consumer demand and as announced earlier.  Nine
facilities will be idled and cease production through 2008,
including seven already announced.  The two additional plants are
the Maumee ( Ohio) Stamping Plant and the Essex ( Ontario, Canada)
Engine Plant.

Ford's Norfolk ( Va.) Assembly Plant will be idled a year earlier
than planned, and a shift reduction, in advance of idling the
facilities, now is planned at Norfolk and Twin Cities ( Minn.)
Assembly.

Facilities affected by the end of 2008 include the following:

    * Atlanta Assembly - to be idled in October 2006

    * Batavia Transmission - to be idled in 2008

    * Essex Engine - to cease operations in 2007

    * Maumee Stamping - intended to be idled in 2008

    * Norfolk Assembly - to be idled in 2007, a year earlier than      
      previously planned, with a shift reduction planned in
      January 2007

    * St. Louis Assembly - already idled in March 2006

    * Twin Cities Assembly - to be idled in 2008, with a shift
      reduction planned in 2007

    * Windsor Casting - to be idled in 2007

    * Wixom Assembly - to be idled in 2007

    * Dearborn Truck Plant will add a third crew, beginning in
      2007, for F-150 truck production.

All ACH operations will be sold or closed by the end of 2008.  
Including Maumee Stamping and Essex Engine, Ford has announced
plans to cease production at 16 North American manufacturing
facilities by the end of 2012, including seven assembly plants.

Financial Impact

"Though North America's return to profitability will take longer
than planned, the actions we're taking are the right ones, and are
fundamental and necessary steps to improving our business
structure," said Mr. Don Leclair, the company's Chief Financial
Officer.  "The planned improvements in our auto operations, in
conjunction with Ford Credit - which remains a core asset - will
leave us well-positioned for the future.

"We are starting from a position of strong liquidity, including
our cash, credit lines and VEBA," Mr. Leclair added.  "We will
continue to focus on enhancing our liquidity, building upon our
decision to explore strategic alternatives for Aston Martin and
the board's intent to eliminate our quarterly dividend."

Automotive Operations

Full-year pre-tax special items for 2006 are expected to be
significantly increased from the $3.8 billion estimated previously
to reflect the accelerated Way Forward actions.  Further details
will be provided when Ford announces Third Quarter financial
results next month.

Full-year profitability in North American automotive operations
not expected before 2009.

Ford and Lincoln Mercury U.S. market share is projected to be in
the low-16% range at the end of 2006.

A further share decline is expected as production of the Ford
Taurus sedan and Mercury Monterey minivan ends in 2006 and
production of the Ford Freestar minivan ends in 2007.  The end of
these vehicles will reduce the company's sales to daily rental
fleets.

With the investment in new products and improvements in quality,
Ford expects to be in the 14 to 15% market share range going
forward - with a focus on profitable retail share.  South America
and Ford of Europe still are expected to be solidly profitable in
2006.  However, full-year operating losses now are expected in
2006 for Asia Pacific and Africa, as well as the Premier
Automotive Group - primarily reflecting lower volumes.

Liquidity

Ford Motor Company's 2006 year-end liquidity is expected to
include automotive gross cash of about $20 billion, including
marketable and loaned securities and the effects of $3.4 billion
of VEBA.  The company will continue to have committed automotive
credit facilities totaling more than $6 billion .

Ford Motor Company's Board indicates that it will suspend payment
of the quarterly dividend on its common and Class B Stock
beginning in the fourth quarter of 2006.

                         About Ford Motor

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

                           *     *     *

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

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

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

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


FOSTER WHEELER: Secures New $350 Mil. Domestic Credit Facility
--------------------------------------------------------------
Foster Wheeler Ltd. has executed an agreement for a new
$350 million, five-year senior secured domestic credit facility.

The Company expects to close on the new facility in October 2006.
When the new facility closes, the Company will be able to utilize
the facility by issuing letters of credit up to the full
$350 million limit.  The Company will also have the option to use
up to $100 million of the $350 million limit for revolving
borrowings, an option which the Company has no immediate plans to
use.

The new facility will replace an existing credit facility that
otherwise would not have expired until March 2010.  The existing
facility allows the Company to issue letters of credit up to a
$250 million limit with the option to use up to $75 million of the
$250 million limit for revolving borrowings.

"This new agreement will provide the increased bonding capacity
and financial flexibility that we require to support our growing
operations and increased volume of business," said John T. La Duc,
executive vice president and chief financial officer.  "At current
usage levels, this new facility will also reduce our bonding costs
by approximately $8 million per year, a substantial cost saving
compared with our previous agreement.  This latest accomplishment
provides us with an even stronger platform to continue to grow our
business by winning new orders, building quality backlog, and
delivering best-in-class products and services which consistently
meet or exceed our clients' expectations."

BNP Paribas is the sole lead arranger and bookrunner.

                         About Foster Wheeler

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

                           *     *     *

As reported in the Troubled Company Reporter on Aug 7, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and '1' recovery rating on Foster Wheeler Ltd.'s proposed
five-year, $350 million senior secured credit facilities due 2011,
reflecting a high expectation of full recovery of principal (100%)
in the event of a payment default.

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


FREESCALE SEMICON: Inks $17.6 Bil. Merger Deal with Equity Group
----------------------------------------------------------------
Freescale Semiconductor, Inc., has entered into a definitive
merger agreement to be acquired by a private equity consortium in
a transaction with a total equity value of $17.6 billion.  The
consortium is led by The Blackstone Group, and includes The
Carlyle Group, Permira Funds and Texas Pacific Group.

Under the terms of the merger agreement, the consortium will
acquire all of the outstanding Class A and Class B shares of
Freescale for $40 per share in cash, representing a premium of
approximately 36% over Freescale's average closing share price
during the 30 trading days ended Sept. 8, 2006.  The company first
acknowledged it was in discussions with third parties regarding a
possible transaction on Sept. 11, 2006.

The board of directors of Freescale has unanimously approved the
merger agreement and resolved to recommend that Freescale's
stockholders adopt the agreement.

There is no financing condition to the obligations of the private
equity consortium to consummate the transaction, and equity and
debt commitments for the full amount of the merger consideration
have been received.  It is currently anticipated that
substantially all of the company's outstanding Notes will either
be tendered for or repaid.

The merger is subject to customary conditions to closing,
including the affirmative vote of Freescale stockholders and
requisite antitrust approvals.  The merger agreement contains a
provision under which Freescale may solicit alternative proposals
from third parties during the next 50 calendar days.  In addition,
Freescale may, at any time, subject to the terms of the merger
agreement, respond to unsolicited proposals.  If the company
accepts a superior proposal, a break-up fee would be payable by
the company. There can be no assurance of any alternative
proposal.

Goldman, Sachs & Co. serves as financial advisor to Freescale and
provided a fairness opinion in connection with the transaction.
Wilson Sonsini Goodrich & Rosati Professional Corporation serves
as legal adviser to Freescale in connection with the transaction.

Credit Suisse Securities (USA) LLC, Citigroup Corporate and
Investment Banking and Blackstone Corporate Advisory Services act
as financial advisors to the private equity consortium.  Skadden,
Arps, Slate, Meagher & Flom LLP serves as legal adviser to the
private equity consortium in connection with the transaction.

                         About Freescale

Freescale Semiconductor, Inc. -- http://www.Freescale.com/--  
designs and manufactures embedded semiconductors for the
automotive, consumer, industrial, networking and wireless markets.
The company is based in Austin, Texas, and has design, research
and development, manufacturing or sales operations in more than 30
countries.


FREESCALE SEMICON: Asset Sale Cues Moody's to Review Ratings
------------------------------------------------------------
Moody's Investors Service places Ba1 corporate family and senior
unsecured debt ratings on review for possible downgrading
following the announcement for the sale of the company.

Freescale entered into a definitive agreement for the sale of the
company to a group of private investment firms.  The transaction
is valued at $17.6 billion, or $40 a share.  In accordance with
the merger agreement, Freescale will solicit alternative proposals
from other parties over the next 50 calendar days.

The review will focus on:
          
   -- the operating strategy of the company under the new
      ownership; and,

   -- the proposed financing and capital structure arising from
      this acquisition.

The ratings could be subject to a multi-notch downgrade depending
in the level of debt incurred in the transaction.

The company expects to repay substantially all of the $850 million
senior unsecured notes either through a tender offer or a change
of control put at the option of noteholders.  Since Freescale is
currently rated below investment-grade by Moody's, the change of
control provision contained in the note indenture is currently
operative.  Accordingly, a sale of the company would require
Freescale to repurchase the senior unsecured notes at the option
of noteholders at a price of 101% of face value plus accrued and
unpaid interest.  Once the notes are substantially tendered for or
repaid, Moody's will withdraw the ratings.

These ratings are under review for possible downgrade:

   * Corporate Family Rating -- Ba1

   * Senior Unsecured Guaranteed Notes with various maturities      
     totaling $850 million -- Ba1

   * Speculative Grade Liquidity Rating -- SGL-1

Headquartered in Austin, Texas, Freescale designs and manufactures
embedded semiconductors for the transportation, networking and
wireless markets.


FTI CONSULTING: Moody's Rates Proposed $215 Mil. Sr. Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to FTI Consulting,
Inc.'s proposed $215 million of senior unsecured notes and lowered
the ratings on its $150 million senior subordinated convertible
notes to B1 from Ba3.  Moody's affirmed the Ba2 corporate family
rating and the Ba2 rating on FTI's existing senior unsecured
notes.  The rating outlook remains stable.

The rating actions followed FTI's recent announcement that it
entered into an agreement to acquire Financial Dynamics
International from Advent International and its management for
$259 million, excluding fees and expenses and an earn out
obligation.  FD is a leading business and financial communications
consulting firm based in London, employing over 450 people in 17
offices situated in major business and capital market locations in
Europe, the U.S., Asia, the Middle East and South Africa.

The transaction is expected to be funded with the new $215 million
of senior unsecured notes, $22 million of FTI common equity,
$15 million of seller notes and revolver borrowings.  The
acquisition is expected to close in the fourth quarter of 2006.

The ratings reflect increased size and diversification
attributable to the FD acquisition, progress in renewing and
staggering the expiration dates of long term contracts with key
senior managing directors, good growth prospects and high
operating margins.  The ratings are constrained by credit metrics
that are weak for the rating category pro forma for the
acquisition, integration and employee retention risks related to
recent acquisitions, continued dependence on senior management of
its business units and weak performance of the corporate
finance/restructuring unit year-to-date in 2006.

The lowering of the rating on the senior subordinated convertible
notes to B1 from Ba3 reflects the additional $215 million of more
senior ranking debt to the capital structure.

Moody's took these rating actions:

   * Assigned $215 million senior unsecured notes due 2016, rated
     Ba2

   * Affirmed $200 million senior unsecured notes due 2013, rated
     Ba2

   * Downgraded $150 million senior subordinated convertible notes
     due 2012, to B1 from Ba3

   * Affirmed corporate family rating, rated Ba2

   * Affirmed speculative grade liquidity rating, SGL-1

The stable outlook anticipates a successful integration of the FD
business and continued moderate organic revenue and profitability
growth.  Moody's expects continued strength in the technology
business and an improvement in margins in the corporate
finance/restructuring segment.

The ratings outlook could be changed to negative if anticipated
improvements in credit metrics are not expected to be achieved in
2007.  The ratings could be downgraded if revenue growth stagnates
or operating margins fail to improve from levels achieved in the
first half of 2006 such that debt to EBITDA remains above 3.5
times and free cash flow to debt remains below 7%. Profitability
could be pressured by difficulties integrating FD, loss of key
management personnel or a weaker business climate for the
company's services.  Another large debt financed acquisition could
also pressure the rating.

Given FTI's weak pro forma credit metrics, the ratings are
unlikely to upgraded in the near term.  The outlook could be
changed to positive if the company achieves greater that expected
revenue growth or expands operating margins such that debt to
EBITDA and free cash flow to debt are expected to be sustained at
less than 2.5 times and over 15%, respectively.

Based in Baltimore, Maryland, FTI provides problem-solving
consulting and technology services to major corporations,
financial institutions, and law firms primarily in the United
States.  The company reported revenue of $628 million for the
twelve month period ending June 30, 2006.


GANNETT PEAK: Moody's Puts (P)Ba2 Rating on Class D Notes
---------------------------------------------------------
Moody's Investors Service is assigning provisional ratings to
notes issued by Gannett Peak CLO I, Ltd. These are the provisional
ratings assigned:

   -- (P)Aaa to $369,100,000 Class A-1a Senior Secured Floating
      Rate Notes, Due 2020;

   -- (P)Aaa to $60,000,000 Class A-1b Senior Secured Revolving
      Floating Rate Notes, Due 2020;

   -- (P)Aa2 to $41,000,000 Class A-2 Senior Secured Floating Rate
      Notes, Due 2020;

   -- (P)A2 to $26,000,000 Class B-1 Senior Secured Deferrable
      Floating Rate Notes, Due 2020;

   -- (P)A2 to $9,000,000 Class B-2 Senior Secured Deferrable
      Fixed Rate Notes, Due 2020;

   -- (P)Baa2 to $33,500,000 Class C Senior Secured Deferrable
      Floating Rate Notes, Due 2020;

   -- (P)Ba2 to $19,000,000 Class D-1 Secured Deferrable Floating
      Rate Notes, Due 2020;

   -- (P)Ba2 to $5,000,000 Class D-2 Secured Deferrable Fixed Rate
      Notes, Due 2020 and

   -- (P)A3 to the Type I Composite Obligation.

Moody's provisional ratings of the Notes address the ultimate cash
receipt of all required interest and principal payments, as
provided by the Notes' governing documents, and are based on the
expected loss posed to the Noteholders relative to receiving the
present value of such payments.  The ratings of the Notes reflect
the credit quality of the underlying assets -- which consist
primarily of senior secured loans -- as well as the credit
enhancement for the Notes inherent in the capital structure and
the transaction's legal structure.  The rating of theType I
Composite Obligation addresses solely the ultimate return of the
Type I Rated Amount and Type I Notional Interest Amount.  This
cash flow CLO is managed by McDonnell Investment Management, LLC.


GARDEN RIDGE: Judge Baxter Finds Excusable Neglect for Late Claim
-----------------------------------------------------------------
One week after the deadline for filing proofs of claim in Garden
Ridge Corporation's chapter 11 cases, Lancaster Colony Corporation
filed its proof of claim.  The Post Effective Date Committee
created under the chapter 11 plan confirmed in Garden Ridge's
cases objected to the tardy filing and asked the Court to disallow
Lancaster's claim.  

Lancaster admits that it made a mistake and missed the deadline,
but asks the Court to find that the delay was the result of
excusable neglect under the factors taught in Pioneer Inv. Servs.
Co. v. Brunswick Assocs. Ltd. P'ship, 507 U.S. 380, 395, 113 S.Ct.
1489, 123 L.Ed.2d 74 (1993), and not to artificially enforce the
deadline.  The Committee says Lancaster has no excuse.

In a decision published at 2006 WL 2467291, the Honorable Randolph
Baxter examines the four Pioneer factors and finds that three
weigh in Lancaster's favor and one weighs in favor of the
Committee:

    (A) the danger of prejudice to the debtor -- Judge Baxter
        says the Committee's view of prejudice is too narrow
        and Lancaster's claim wasn't a surprise to anybody.  
        This factor weighs in Lancaster's favor.  

    (B) the length of the delay and its potential impact on
        judicial proceedings -- Judge Baxter observes that
        the Committee is still reconciling claims, and it
        will be some time before the preferred stock
        distribution called for under the Plan will occur.  
        This factor weighs in Lancaster's favor too.

    (C) the reason for the delay, including whether it was
        within the reasonable control of the creditor -- Judge
        Baxter points to Lancaster's own words: "We are not
        arguing that the debtors did anything wrong that
        caused us to file a proof of claim.  It was simply
        carelessness on our part," and says this factor weighs
        in the Committee's favor.

    (D) whether the creditor acted in good faith -- The record
        is void of anything that suggests Lancaster did not
        act in good faith, Judge Baxter observes.  Lancaster
        admits it made a mistake, but it acted quickly to
        correct it.  Therefore, this factor weighs in
        Lancaster's favor.

Judge Baxter concludes that excusable neglect is present in this
case.  Prejudice, length of delay, and good faith all support
Lancaster's request for allowance of its claim.  "Although
Lancaster was careless in its obligation to file its claim by the
deadline, that fact standing alone does not support the denial of
its claim," Judge Baxter says.  "[T]he concept of excusable
neglect clearly anticipates [carelessness by the claimant], i.e.,
neglect on the part of the one seeking to be excused."   O'Brien
Envtl. Energy, Inc., 188 F.3d 116 at 128 (3d Cir. 1999).

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer  
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 2, 2004 (Bankr. D. Del. Case No. 04-10324).  Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated debts and assets of over
$100 million.  The Bankruptcy Court confirmed the Debtors' First
Amended Joint Plan of Reorganization on Apr. 28, 2005.  The Plan
took effect on May 12, 2005.  David B. Stratton, Esq., at Pepper
Hamilton LLP represents the Post-Effective Date Committee


GMAC COMMERCIAL: Moody's Holds C Rating on $15.2 Mil. Certificates
------------------------------------------------------------------
Moody's Investors Service upgrades ratings of four classes and
affirmed the ratings of five classes of GMAC Commercial Mortgage
Securities, Inc., Mortgage Pass-Through Certificates, Series
1997-C2:

     * Class A-3, $93,198,829, Fixed, affirmed at Aaa
     * Class X, Notional, affirmed at Aaa
     * Class B, $69,725,000, Fixed, affirmed at Aaa
     * Class C, $69,725,000, Fixed, upgraded to Aaa from Aa2
     * Class D, $32,181,000, Fixed, upgraded to Aaa from A2
     * Class E, $50,953,000, Fixed, upgraded to A1 from Ba1
     * Class F, $48,271,000, Fixed, upgraded to Ba3 from B2
     * Class G, $13,409,000, Fixed, affirmed at B3
     * Class H, $15,261,921, Fixed, affirmed at C

As of the August 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 63.4%
to $392.7 million from $1.1 billion at securitization.  The
Certificates are collateralized by 67 loans ranging in size from
less than 1% to 5.7% of the pool.  In August the $135.7 million
Integrated Health Services Loan, which represented 25.7% of the
pool, paid off in full.  This payoff resulted in a $1.4 million
loss due to a liquidation fee paid to the special servicer.

Eleven loans, representing 16.8% of the pool balance, have
defeased and are collateralized by U.S. Government securities.
Thirteen loans have been liquidated from the trust, resulting in
aggregate realized losses of approximately $54.5 million.  One
loan, representing less than 1.0% of the pool, is in special
servicing.  Moody's is only estimating a minimal loss for this
loan.  Eighteen loans, representing 17.7% of the pool, are on the
master servicer's watchlist.

Moody's was provided with full year 2005 operating results for
approximately 92% of the performing loans.  Moody's weighted
average loan to value ratio is 76.9%, compared to 91.7% at Moody's
last full review in September 2005 and compared to 91.4% at
securitization.  Moody's is upgrading Classes C, D, E and F due to
increased credit support and defeasance.

The top three loans represent 15.6% of the outstanding pool
balance.  The largest loan is the One Westside Plaza Loan ($22.4
million - 5.7%), which is secured by a 93,000 square foot retail
center located in Los Angeles, California.  The center is 99.6%
leased and is anchored by Marshall's and Linens-n-Things, which
collectively occupy 86.8% of the premises on long term leases.
Moody's LTV is 70.3%, essentially the same as at last review.

The second largest loan is the North Isle Village Loan ($20.4
million - 5.2%), which is secured by a 769-unit cooperative
apartment complex located in Suffolk County, Long Island.
Approximately 68.0% of the units are owner occupied and the
remaining units are rentals.  The property is 99.0% occupied but
performance has been impacted by increased real estate tax and
utility expenses.  Moody's LTV is 89.8%, essentially the same as
at last review.

The third largest loan is the Fruitvale Shopping Center Loan
($18.7 million - 4.7%), which is secured by a 163,000 square foot
retail center located in Oakland, California. The property is
99.4% occupied and anchored by Albertson's and Office Depot, which
collectively occupy 57.0% of the premises on long term leases.  
Moody's LTV is 65.3%, compared to 73.0% at last review.

The pool collateral is a mix of retail (33.5%), multifamily
(31.2%), U.S. Government securities (16.8%), lodging (8.5%),
office and mixed use (5.4%), healthcare (2.6%) and industrial and
self storage (2.0%).  The collateral properties are located in 22
states.  The highest state concentrations are California (38.4%),
New York (18.7%), Florida (8.1%), Texas (5.2%) and Iowa (4.9%).
All the loans are fixed rate.


GOLDEN EAGLE: Posts $613,070 Net Loss in Second Quarter
-------------------------------------------------------
Golden Eagle International, Inc., incurred a $613,070 net loss on
zero revenue for the three months ended June 30, 2006, compared to
a $541,812 net loss on zero revenue in 2005, the Company disclosed
in its second quarter financial statements on Form-10Q to the
Securities and Exchange Commission.

The Company's June 30 balance sheet also showed strained liquidity
with $223,175 in total current assets available to pay $2,016,112
in total current liabilities coming due within the next 12 months.

As of June 30, 2006, the Company's accumulated deficit widened to
$45.2 million from a $44.1 million deficit at Dec. 31, 2005.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?11b4

                     Going Concern Doubt

Chisholm, Bierwolf & Nilson, LLC, expressed substantial doubt
about Golden Eagle International 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 negative working capital and substantial losses
since its inception.  The Company currently has no mineral
production and requires significant additional financing to
satisfy its outstanding obligations and resume and expand mining
production.

Based in Salt Lake City, Utah, Golden Eagle International, Inc. --
http://www.geii.com/-- engages in mining and exploration of gold  
and copper projects in the Republic of Bolivia. The company owns
two mineral prospects, including the combined Cangalli and Tipuani
Valley gold properties in western Bolivia, and the Buen Futuro
properties in the Precambrian Shield area of eastern Bolivia.  It
also has interest in the Rio Mojos gold project area that covers
7,163 acres along a 25-mile section of the Mojos River, through a
joint venture.


GRADUATE HEALTH: Moody's Withdraws Ca Rating on $156 Million Bonds
------------------------------------------------------------------
Moody's Investors Service withdraws the Ca rating assigned to
approximately $156 million of Series 1991 and Series 1993 bonds
issued by Graduate Health System through the Philadelphia Hospital
and Higher Education Facilities Authority.  The rating action
reflects our standard practice of withdrawing ratings of
organizations that have entered bankruptcy proceedings.

Since the bankruptcy filing in 1998, bondholders have received
distributions in the amount of $75 million.  Litigation against
PricewaterhouseCoopers LLP by the creditors is still ongoing.
Amounts received from the PWC litigation, any balances remaining
in reserves established to pay costs of the PWC litigation, and
from other miscellaneous amounts available for the distribution
from the bankruptcy proceedings, will be distributed among all the
creditors.


HEALTH CARE: Planned Windrose Buy Cues Fitch's Positive Watch
-------------------------------------------------------------
Fitch Ratings placed the ratings of Health Care REIT (NYSE: HCN)
on Rating Watch Positive following the company's announcement of
its intention to acquire Windrose Medical Properties Trust (NYSE:
WNS or Windrose).  

These ratings are affected:

   -- Issuer default rating 'BBB-'
   -- Unsecured bank credit facility 'BBB-'
   -- Senior unsecured notes 'BBB-'
   -- Preferred stock 'BB+'

The rating action affects approximately $1.5 billion of
outstanding securities.

Fitch notes that the acquisition would increase the company's
asset base by approximately 25% and would broaden its investment
portfolio to include medical office buildings, outpatient
facilities and specialty hospitals.  The Windrose properties are
well-leased at 94.2% as of June 30, 2006.

The addition of these facilities to the portfolio will decrease
HCN's reliance on revenue from its top tenants.  HCN's top five
tenants represented 42% of its total investment balance as of June
30, 2006.  Pro forma for the acquisition, HCN's top five tenants
would represent 35%.

Moreover, the acquisition would also reduce HCN's exposure to
government reimbursement risk.  Skilled nursing facilities, which
generate the vast majority of revenue from government sources,
would decline from 45% of HCN's total portfolio to 37% with the
addition of the Windrose portfolio.

Fitch also notes that HCN has indicated that it intends to
maintain debt service coverage ratios and leverage within existing
ranges after the closing of the acquisition.  HCN's interest
coverage as measured by recurring EBITDA over total interest
expense was 3.2x for the last 12 months and fixed charge coverage
after adjusting for capital expenditures and preferred dividends
was 2.5x for the last 12 months.  

HCN's total debt to undepreciated book capital was 44.1% and total
debt plus preferred securities to total undepreciated book capital
was 52.4% at June 30, 2006.

In addition to the company's solid operating performance, an
important contributor to HCN's existing ratings is the company's
relatively liquid balance sheet which is due in part to its
unsecured funding strategy.

As of June 30, 2006, HCN's portion of secured debt was 4% of total
debt.  After the closing of the acquisition, however, HCN's
percentage of secured debt would rise to 13%.  Fitch anticipates
that the company would reduce this exposure meaningfully over the
next several quarters.

Fitch also notes that there is a moderate degree of execution risk
associated with this acquisition.  Although existing HCN
management has limited expertise with respect to managing a
platform of medical office buildings, the company will retain key
executives from Windrose.  Fitch would expect to see evidence of a
smooth integration of Windrose into HCN prior to resolving the
Rating Watch.


IFSA STRONGMAN: Posts $297,315 Net Loss in Quarter Ended June 30
----------------------------------------------------------------
IFSA Strongman, Inc., reported a $297,315 net loss on $150,936 of
sale for the quarterly period ended June 30, 2006.  This compares
to a $620,099 net loss on $331,388 of sales for the period ended
June 30, 2005.

At June 30, 2006, the Company's balance sheet showed $1,688,787
in total assets, $680,018 in total liabilities, and
$1,008,769 in stockholders' equity.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?11c0

                        Going Concern Doubt

As reported on the Trouble Company Reporter on July 21, 2006,
Bouwhuis, Morrill & Company, LLC, in Layton, Utah, raised
substantial doubt about IFSA Strongman, Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the Company's negative cash flows and losses
from operations since inception.

                       About IFSA Strongman

Based in London, England, IFSA Strongman, Inc., fka Synerteck Inc.
-- http://www.ifsastrongman.com/-- is an integrated media,   
entertainment and athlete representation company, principally
engaged in the development, production and marketing of television
programs, live events and the licensing and sale
of branded consumer products.  The content of their entertainment
and consumer products is centered on the various strongman
competitions and events worldwide.


IMPSAT FIBER: 2006 Second Quarter Net Loss Narrows to $3.5 Million
------------------------------------------------------------------
IMPSAT Fiber Networks, Inc., filed its financial statements for
the second quarter ended June 30, 2006, with the Securities and
Exchange Commission.

Commenting on the results of the second quarter of 2006, IMPSAT
chief executive officer Ricardo Verdaguer stated, "I am pleased to
announce that during the second quarter of 2006 we reached
remarkable achievements in revenue growth and EBITDA margins.  

"As a consequence of our customer-driven strategy and our improved
solutions portfolio, our net revenues grew by 13% relative to the
second quarter of 2005.  Furthermore, this was our 10th
consecutive quarter of revenue growth.  In addition, our cost
control efforts, together with leveraged fixed expenses, are
paying off in higher EBITDA margins, which increased from 19.0% of
Net Revenues in the second quarter of 2005 to 23.4% in the same
period of 2006.  Also, we continued expanding our Brazilian
operations, where revenues and EBITDA grew by 46.1% and 121.2%
respectively."

                             Revenues

Net revenues during the second quarter of 2006 totaled
$69.4 million, an increase of $8 million, or 13.0%, compared with
the second quarter of 2005.  All product lines increased revenues
period-over-period.

   -- Broadband and Satellite revenues increased $3.7 million,
      or 8.8%, period-over-period, driven by growth of IP
      solutions in Brazil, Colombia, and Ecuador.

   -- Internet revenues increased 16.2% period over period due
      to higher managed security services and the expansion of
      internet access to corporate customers.  Brazil,
      Argentina, and Colombia were the subsidiaries with the
      highest growth.

   -- Value Added Services revenues increased by 44.6% as
      compared to the second quarter of 2005.  Growth was led by
      housing, hosting, and managed services in our data
      centers, particularly in Brazil.

   -- Telephony revenues grew by 9.9% compared to the second
      quarter of 2005, led by higher sales to corporate
      customers in Brazil and Peru.

For the six months ended June 30, 2006, net revenues totaled
$138 million, an increase of $16.7 million, or 13.7%, as
compared to the same period in 2005.

IMPSAT's growth in revenues over the prior quarters is a
combination of several factors including:

   (a) its increased customer base, which expanded from
       3,912 customers at June 30, 2005, to 4,530 on
       June 30, 2006;

   (b) cross-selling and up-selling to existing and new
       customers;

   (c) bundling of existing and new services;

   (d) stable or improved macroeconomic conditions throughout
       the Latin American region; and

   (e) appreciation of local currencies, mainly in Brazil.

                        Operating Expenses

Operating Expenses for the three months ended June 30, 2006,
totaled $66.9 million, an increase of $2.7 million, or 4.3%,
compared to the second quarter of 2005.  This increase is
related to a $1.7 million increase in direct costs, a
$1.3 million increase in salaries and wages, a $400,000 increase
in selling, general and administrative expenses, and a $700,000
decrease in depreciation and amortization charges.

Direct Costs for the second quarter of 2006 totaled $33.3 million,
an increase of $1.7 million, or 5.4%, compared to the first
quarter of 2005.  The principal components of direct costs were as
follows:

Contracted Services decreased by $200,000 compared to the second
quarter of 2005.  Contracted services include installation and
maintenance services.  The decrease is related to maintenance
works rescheduled for the following quarters.

Other Direct Costs principally include provisions for doubtful
accounts, licenses and other fees, sales commissions paid to our
salaried work force and to third-party sales representatives,
and node expenses.  Other Direct Costs for the second quarter of
2006 increased by $1.9 million compared to the second quarter
of 2005.  The increase is related primarily to higher services
delivered to customers, an increase in energy costs, doubtful
accounts recoveries during 2005, and the appreciation of the
local currency in Brazil.

Leased Capacity Costs did not change in the three months ended
June 30, 2006, as compared to the same period in 2005.  Higher
capacity needs to fulfill higher services demanded, were offset
by price renegotiations.

Salaries and Wages for the second quarter of 2006 totaled
$13.6 million, a $1.3 million increase as compared to the
second quarter of 2005.  The effect of currency revaluation in
Brazil, and salary adjustments related to higher cost of living
were partially offset by savings due to lower headcount.  The
aggregate number of employees decreased from 1,253 at
June 30, 2005, to 1,220 at June 30, 2006.

Selling, General and Administrative expenses totaled $6.3 million
for the second quarter of 2006, an increase of 6.9% compared with
the $5.9 million of the second quarter of 2005.  This increase is
primarily related to higher legal advisory fees.

                              EBITDA

EBITDA for the three months ended June 30, 2006, totaled
$16.2 million, compared with $11.7 million in the second quarter
of 2005.  The $4.5 million, or 38.8%, increase in EBITDA is
directly related to higher revenues and a stable cost structure.  
EBITDA represented 23.4% of Net Revenues during the second
quarter of 2006 compared with 19.0% during the second quarter of
2005.

For the first two quarters of 2006 EBITDA totaled $31.8 million,
compared with $22.3 million during the same period of 2005.

                         Interest Expense

Net interest expense for the three months ended June 30, 2006,
totaled $7.0 million, compared with net interest expense of
$8.9 million for the second quarter of 2005.  The decrease in
its net interest expense is related to lower total indebtedness
and to lower taxes over interest payments.

           Effect of Foreign Exchange Losses and Gains

Impsat recorded a net gain on foreign exchange for the second
quarter of 2006 of $3 million, principally due to the impact
of the appreciation of the Brazilian Real on the book value of
monetary assets and liabilities in Brazil.  This compares to a
net gain on foreign exchange of $11.9 million for the same
period of 2005.

                             Net Loss

For the three months ended June 30, 2006, the company recorded a
net loss of $3.5 million, compared with a net loss of $7 million
during the second quarter of 2005.

                  Liquidity and Capital Resources

Cash and cash equivalents at June 30, 2006, were $23.1 million.  
This compares with cash and cash equivalents of $24.1 million at
Dec. 31, 2005.  Total indebtedness as of June 30, 2006, was
$241 million as compared with $248.1 million on Dec 31, 2005.

Of the total indebtedness at June 30, 2006, $28.1 million
represented short-term debt and the current portion of long-term
debt, with the balance of $212.8 million representing long-term
debt.

At June 30, 2006, the Company's balance sheet showed
$404.385 million in total assets, $364.541 million in total
liabilities, and $39.844 million in total stockholders' equity.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?11b5

                        Going Concern Doubt

In its audit report on the consolidated financial statements for
year ended Dec. 31, 2005, auditors working for Deloitte & Touche
LLP noted that IMPSAT Fiber Networks, Inc.'s current liquidity
position, high debt obligations, and negative operating results
raised substantial doubt as to its ability to continue as a going
concern.

                    About IMPSAT Fiber Networks

IMPSAT Fiber Networks, Inc. -- http://www.impsat.com/-- provides  
private telecommunications networks and Internet services in Latin
America.  The company owns and operates 15 data centers and
metropolitan area networks in some of the largest cities in Latin
America, providing services to more than 4,200 national and
multinational companies, financial institutions, governmental
agencies, carriers, ISPs, and other service providers throughout
the region.  Impsat has operations in Argentina, Colombia, Brazil,
Venezuela, Ecuador, Chile, Peru, the United States, and throughout
Latin America and the Caribbean.


INTRAWEST CORP: Moody's Withdraws B1 Ratings on $397 Million Notes
------------------------------------------------------------------
Moody's Investors Service withdrew the ratings on the debt issues
of Intrawest Corporation.  The individual debt issues were repaid
in full with proceeds from additional financings.

The ratings withdrawn are:

   -- $125 million 10.5% senior notes due 2010 rated B1
   -- $135 million 10.5% senior notes due 2010 rated B1
   -- $137 million 10.5% senior notes due 2010 rated B1

Intrawest operates nine mountain ski resorts in North America,
five in the United States and four in Canada.  The company also
owns, develops, and manages residential and commercial in areas
adjoining its resorts.  Additionally, the company owns Abercrombie
& Kent Group a luxury travel company, as well as a resort
community and golf course in Florida, and Alpine Helicopter Ltd. a
Canadian helicopter skiing and hiking company.


INVICTA GROUP: June 30 Balance Sheet Upside-Down By $2.3 Million
----------------------------------------------------------------
Invicta Group Inc. reported $105,350 in total assets and
$2,433,592 in total liabilities resulting in $2,328,242
stockholders' deficit at June 30, 2006.

The Company also reported a $41,439 net loss on $228,660 of
revenues for the three months ended June 30, 2006.

The Company's June 30 balance sheet also showed strained liquidity
with $105,350 in total current assets available to
pay $2,182,782 in total current liabilities coming due within
the next 12 months.

A full-text copy of the regulatory filing is available for
free at http://ResearchArchives.com/t/s?11ba

                        Going Concern Doubt

Baum & Company, P.A., in Coral Springs, Florida, raised
substantial doubt about Invicta Group's Inability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the Company's incurred losses of $6,364,000
since inception and negative working capital of $2,142,940 at June
30, 2006.

                        About Invicta Group

Headquartered in Miami, Florida, Invicta Group, Inc. --
http;//www.travelhotlink.com. -- operates and offers internet
services to travel industries.  It also owns a Las Vegas tour
operator that offers travel and entertainment products for Las
Vegas travelers. The Company has strategic alliance agreement with
IQWARE, Inc.


ISTAR FINANCIAL: Sells $1.2 Billion Senior Unsecured Notes
----------------------------------------------------------
iStar Financial Inc., has agreed to sell $700 million of Fixed
Rate Notes and $500 million of Floating Rate Notes.

All of the Notes are senior unsecured debt securities of the
Company.

The $700 million Fixed Rate 5.95% Senior Notes due 2013 are being
sold at 99.755% of their principal amount to yield 5.992% per
annum.

The $500 million Floating Rate Senior Notes due 2009 will bear
interest at a rate per annum equal to 3-month LIBOR plus 0.34%.

The offering of the Fixed Rate Notes is expected to close on
Sept. 22, 2006 and the offering of the Floating Rate Notes is
expected to close on Sept. 18, 2006.  The Company expects to use
the proceeds from the sale of the Notes to repay outstanding
balances on its unsecured revolving credit facility.

The Notes have not been registered under the Securities Act of
1933, as amended, and will be sold only to qualified institutional
buyers and non-US persons in reliance on the exemptions from the
registration requirements of that Act provided by Rule 144A and
Regulation S.  The Notes may not be offered or sold in the United
States absent registration or an applicable exemption from
registration.

iStar Financial (NYSE: SFI) -- http://www.istarfinancial.com/--  
is a publicly traded finance company focused on the commercial
real estate industry.  The Company provides custom- tailored
financing to high-end private and corporate owners of real estate
nationwide, including senior and junior mortgage debt, senior and
mezzanine corporate capital, and corporate net lease financing.  
The Company, which is taxed as a real estate investment trust,
seeks to deliver a strong dividend and superior risk-adjusted
returns on equity to shareholders by providing the highest quality
financing solutions to its customers.  

                         *     *     *  

Moody's Investors Service upgraded iStar Financial Inc.'s
preferred stock rating to Ba1 from Ba2, with a stable outlook.  

Fitch Ratings also raised the Company's preferred stock rating to
'BB+' from 'BB' in January 2006.  Fitch said the Rating Outlook is
Stable.


JORDAN INDUSTRIES: June 30 Balance Sheet Upside-Down by $242.2MM
----------------------------------------------------------------
Jordan Industries, Inc., reported a $2.03 million net income on
$187.5 million of net revenues for the three months ended June 30,
2006, compared to a $2.7 million net income on $183.8 million of
net revenues in 2005, the Company disclosed in its second quarter
financial statements on Form-10Q to the Securities and Exchange
Commission.

At June 30, 2006, the Company's balance sheet showed
$607.9 million in total assets and $850.4 million in total
liabilities, resulting in a $242.2 million stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $293.2 million in total current assets available to pay
$473.1 million in total current liabilities coming due within the
next 12 months.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?11b2

                        Going Concern Doubt

Ernst & Young LLP in Chicago, Illinois, raised substantial doubt
about Jordan Industries' ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2005, and 2004.  The auditors pointed to
the company's substantial debt maturing within the next year.

                      About Jordan Industries

Based in Deerfield, Illinois, Jordan Industries, Inc., is a
closely held company organized to acquire and operate a diverse
group of businesses through leveraged buy-outs.  The Company is
comprised of seventeen businesses which are divided into five
strategic business units: Specialty Printing and Labeling,
Consumer and Industrial Products, Jordan Specialty Plastics,
Jordan Auto Aftermarket and Kinetek.

                            *    *    *

As reported in the Troubled Company Reporter on June 7, 2006,
Moody's Investors Service downgraded Jordan Industries' Corporate
family rating to Caa3 from Caa2 and changed the rating outlook to
negative from stable.  At the same time, Moody's affirmed ratings
for the $27 million of 10.375% senior unsecured notes, due August
2007 at Ca, and for the $95 million of 11.75% senior subordinated
discount debentures, due 2009 at C.


JILLIAN'S ENT: Court OKs $3.5 Million Second Interim Distribution
-----------------------------------------------------------------
The Honorable David T. Stosberg of the U.S. Bankruptcy Court for
the Western District of Kentucky in Louisville authorized Steven
L. Victor to make a $3,585,499.61 second interim distribution to
unsecured and sub-debt creditors.

Mr. Victor is the Plan Administrator appointed pursuant to the
confirmed First Amended Joint Liquidation Plan of Jillian's
Entertainment Holdings, Inc., and its debtor-affiliates.

Mr. Victor is authorized to make interim distributions with an
appropriate holdback and reserve for distributions to be made on
account of certain other claims.

In July 2005, after making an appropriate Reserve, the
Administrator made an interim distribution.  In this distribution,
Mr. Victor has a total reserve of $4,253,251.66 on account of:

   Description                                  Amount
   -----------                                  ------
   Secured Tax Claims                           $120,851.16
   Trustee Fees                                   50,250.00
   Administrative Claims                      $1,084,021.28
   Self-Insured Retention for Postpetition
      Personal Injury Claims                     150,000.00
   Professional Administrative Claims          1,165,000.00
   Priority Tax Claims                           234,494.09
   Other Priority Claims                          23,473.85
   Unsecured Claims (Per Plan)                   500,000.00
   First Interim Distribution to Unsecured
      Creditors                                  425,161.28
   Contingency                                   500,000.00

Headquartered in Louisville, Kentucky, Jillian's Entertainment
Holdings, Inc. -- http://www.jillians.com/-- operates more than
40 restaurant and entertainment complexes in about 20 states. The
Company filed for chapter 11 protection on May 23, 2004 (Bankr.
W.D. Ky. Case No. 04-33192).  Edward M. King, Esq., at Frost Brown
Todd LLC and James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets of more than $100 million and estimated debts of
over $100 million.  Judge David T. Stosberg confirmed the Debtors'
Amended Joint Liquidating Plan on Dec. 12, 2004.  Steven L. Victor
is the Plan Administrator.


KAISER ALUMINUM: Leblanc & Waddell Wants $300K Admin. Claim Paid
----------------------------------------------------------------
Brett D. Fallon, Esq., at Morris, James, Hitchens & Williams LLP,
in Wilmington, Delaware, relates that Leblanc & Waddell
represented the interests of the CTPV and NIHL claimants in Kaiser
Aluminum Corporation's Chapter 11 cases.

LeBlanc & Waddell filed nine Louisiana state court lawsuits in the
34th Judicial Court for the Parish of St. Bernard, involving over
400 plaintiffs against Kaiser between June 1997 and January 2002.  
The Louisiana state court actions remain stayed as a consequence
of Kaiser's bankruptcy filing.

Through the course of their pre-bankruptcy negotiations, Leblanc
& Waddell and Kaiser began crafting an agreement, which formed the
starting point for the eventual NIHL Trust Distribution
Procedures, Mr. Fallon says.

LeBlanc & Waddell states that it has taken all necessary measures
to protect the interests of the NIHL and CTPV claimants as well as
made efforts to assist and contribute to Kaiser's emergence from
bankruptcy.

Pursuant to Sections 503(b)(3)(D) and 503(b)(4) of the Bankruptcy
Code, LeBlanc & Waddell seeks the allowance and payment of its
$300,000 administrative claim for reimbursement of a portion of
the costs and expenses incurred in its participation in Kaiser's
Chapter 11 cases from April 1, 2002 through September 5, 2006.

According to Mr. Fallon, the actual amount expended exceeds
$500,000 but LeBlanc & Waddell is only requesting for $300,000,
which is the amount of expenses incurred by its special bankruptcy
counsel, Baldwin Haspel LLC.

LeBlanc & Waddell did not divide its billing into project
categories as required by the Court's Local Rules since it was not
retained as a professional, Mr. Fallon explains.  Thus, LeBlanc &
Waddell further asks the Court to waive a strict compliance with
Del. Bankr. L.R. 2016-2 and Form 102.

Mr. Fallon tells the U.S. Bankruptcy Court for the District of
Delaware that Kaiser acknowledges LeBlanc & Waddell's contribution
to its successful emergence from bankruptcy and is supporting the
firm's application for administrative expense payment.

                           About Kaiser

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
Feb. 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts.  Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.  
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 105;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 609/392-0900)


KAISER ALUMINUM: Supplements Objection to Agrium's Stay Motion
--------------------------------------------------------------
Kaiser Aluminum & Chemical Corp. and Kaiser Aluminum Properties,
Inc., asserted that the request filed by Agrium, Inc., and Agrium
U.S. Inc. is meritless and should be denied in all respects, the
Troubled Company Reporter reported on Sept. 6, 2006.

The Agrium Companies sought the U.S. Bankruptcy Court for the
District of Delaware to:

   (a) declare that the automatic stay does not apply;

   (b) interpret Kaiser Aluminum & Chemical Corp.'s Plan to
       determine the appropriate treatment of their claim; and

   (c) modify the discharge injunction to permit them to
       liquidate their claims against the estate, or the
       Reorganized Debtors, and pursue their claims against any
       available insurance.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger in
Wilmington, Delaware, said that the Agrium Companies' contingent
contribution claim fails to meet these requirements to be entitled
to administrative priority:

    -- the administrative expense arose out of a postpetition
       transaction with the debtor-in-possession; and

    -- the expense directly and substantially benefited the
       estate.

                  Kaiser Supplements Objection

Kaiser Aluminum & Chemical Corporation and Kaiser Aluminum
Properties, Inc., inform the Court that they found in their off-
site records a 1985 purchase agreement between KACC and the Agrium
Companies' corporate predecessor, S&P Investments Corp.

Pursuant to the Agreement, KACC indemnified S&P from all liability
arising from the operation of the facility in Cantrall, Illinois,
as well as certain liabilities arising after the effective date of
the Agreement.

The existence of the Agreement, which the Agrium Companies
conveniently ignored, completely undercuts their erroneous
arguments in their request, Kimberly D. Newmarch, Esq., at
Richards, Layton & Finger in Wilmington, Delaware, asserts.

Ms. Newmarch says that the prepetition contract that indemnified
S&P proves that the Agrium Companies' contribution claim
unquestionably dates from the effective date of the Agreement,
thus their arguments that their claim arose postpetition and that
they are entitled to administrative priority are wholly
meritless.

KACC and KAPI maintain that the Agrium Companies' request for
relief from the automatic stay and discharge injunction should be
summarily denied.

                           About Kaiser

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
Feb. 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts.  Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.  
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 105;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 609/392-0900)


KINETEK INC: June 30 Stockholders' Deficit Narrows to $28.8 Mil.
----------------------------------------------------------------
Kinetek, Inc., filed its financial statements for the second
quarter ended June 30, 2006, with the Securities and Exchange
Commission.

For the second quarter of 2006, the Company reported a net income
of $2,824,000 on $96,462,000 of revenues compared with a net loss
of $463,000 on $87,433,000 of net sales for the same period in
2005.

At June 30, 2006, the Company's balance sheet showed $384,191,000
in total assets and $413,000,000 in total liabilities, resulting
in a $28,809,000 stockholders' deficit.  At Dec. 31, 2005, the
Company had a $32,194,000 deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $149,982,000 in total current assets available to pay
$375,930,000 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?11b9

                 Bank & Bond Debt Mature This Year

As reported in the Troubled Company Reporter on April 12, 2006,
the Company's 10-3/4% Senior Notes will mature on Nov. 15, 2006,
and its Credit Agreement will expire on Dec. 18, 2006.  The
Company is actively pursuing alternative financing to satisfy
existing creditors while providing working capital necessary to
support ongoing operations and the Company's acquisition strategy.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2006,
auditors working for Ernst & Young LLP in Chicago, Illinois,
raised substantial doubt about Kinetek, Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2005, and 2004.  
The auditors pointed to the company's substantial debt maturing
within the next year.

                           About Kinetek

Kinetek, Inc. -- http://www.kinetekinc.com/-- is a group of   
companies that manufactures AC Motors, DC Motors, Gearmotors,
Motor Speed Controls, and Gearing systems for a wide range of
markets.

                           *     *     *

Kinetek, Inc.'s senior unsecured debt carries Moody's Investors
Service's Caa3 rating.

Standard & Poor's Rating Service lowered its ratings on Kinetek
Inc. and its subsidiary Kinetek Industries Inc. including lowering
its corporate credit rating to 'B-' from 'B'.  S&P also assigned
'B' rating to the company's senior secured credit facilities and
'B-' rating to the company's senior secured notes.


LEGACY ESTATE: John Ryan Wants Case Converted to Chapter 7
----------------------------------------------------------
John M. Ryan asks the U.S. Bankruptcy Court for the Northern
District of California in Santa Rosa to convert The Legacy Estate
Group LLC's chapter 11 case to chapter 7 liquidation proceeding.

The closing of the sale of the Debtor's assets to FAB Acquisition
Company LLC prompts Mr. Ryan to move the case for conversion or in
the alternative, to appoint a Chapter 11 Trustee and to dissolve
the Official Committee of Unsecured Creditors.

Mr. Ryan is the holder of non-contingent but unliquidated claims
estimated to approximately $2 million.

Michael St. James, at St. James Law, P.C., informs the Court that
the Debtor suffered substantial or continuing loss, which is
reflected in its monthly operating reports.  The latest MOR filed
on Aug. 21, 2006, for the month ended July 2006, shows a
cumulative loss of $14.6 million and an operating loss of
$5.8 million.

Mr. James argues that after the Court-approved sale of the
Debtor's assets, there is no business left for the Debtor to
rehabilitate.

Mr. James contends that the burden of professional fees must be
reduced.  At present period, professional fees has led to the
accrual of extraordinary fees of more than $4.5 million in nine
months.  According to Mr. James, the Debtor has not filed a plan
or disclosure statement, no substantive or material litigation was
prosecuted, and no trials or evidentiary hearings conducted.

Mr. James adds that converting the case or appointing a Trustee
will advance the administration of the Debtor's estate and is in
the best interest of the creditors and the estate.

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


MASTR ASSET: Moody's Puts Ba2 Rating on Class M-11 Certificates
---------------------------------------------------------------
Moody's Investors Service assigns an Aaa rating to the senior
certificates issued by MASTR Asset Backed Securities Trust
2006-HE3 and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by WMC Mortgage Corp. (57.9%),
Meritage Mortgage Corporation (20.6%), EquiFirst Corporation
(16.6%) and First Street Financial, Inc. (4.9%) originated
adjustable-rate and fixed-rate subprime mortgage loans acquired by
UBS Real Estate Securities Inc.  The ratings are based primarily
on the credit quality of the loans, and on the protection from
subordination, overcollateralization, excess spread, an interest
rate swap agreement, and a cap contract.  Moody's expects
collateral losses to range from 4.90% to 5.40%.

HomEq Servicing Corporation will act as servicer of the loans and
Wells Fargo Bank, N.A. will act as master servicer. Moody's has
assigned HomEq its servicer quality rating of SQ1- as primary
servicer. Moody's has assigned Wells Fargo Bank, N.A. its servicer
quality rating of SQ1 as master servicer.

These are the complete rating actions:

   Issuer: MASTR Asset Backed Securities Trust 2006-HE3

     * Cl. A-1, Assigned Aaa
     * Cl. A-2, Assigned Aaa
     * Cl. A-3, Assigned Aaa
     * Cl. A-4, Assigned Aaa
     * Cl. M-1, Assigned Aa1
     * Cl. M-2, Assigned Aa2
     * Cl. M-3, Assigned Aa3
     * Cl. M-4, Assigned A1
     * Cl. M-5, Assigned A2
     * Cl. M-6, Assigned A3
     * Cl. M-7, Assigned Baa1
     * Cl. M-8, Assigned Baa2
     * Cl. M-9, Assigned Baa3
     * Cl. M-10, Assigned Ba1
     * Cl. M-11, Assigned Ba2


MILLENIUM BIOLOGIX: Closes $1 Million Debenture Financing
---------------------------------------------------------
Millenium Biologix Corporation closed $1 million of its
convertible debenture financing from two of its existing
investors.  Included in the $1 million is $500,000 from the
conversion of a demand loan from one of the investors.  The
Debentures are secured by a general charge over the assets of the
Company and its subsidiary, subject to existing prior ranking
security.

As reported in the Troubled Company Reporter on Sept. 5, 2006, the
conversion price at which the Debentures may be converted into
common shares of the Company is $0.03 per share.  Each of the
33,333,332 warrants being issued as part of the $1 million
Debenture financing may be exercised to acquire common shares at a
price of $0.0239 per share during the three year period following
closing.

The Company is continuing its efforts to obtain commitments from
other investors for up to an additional $2 million of Debentures.  
There can be no assurance that such efforts will be successful.  
These efforts, together with other initiatives being pursued by
the Company, are intended to provide it with further financial
resources to continue to develop its core technologies and more
time to attempt to address its longer term financial needs.

             Appointment of Medical Capital Advisors

Millenium appointed Medical Capital Advisors (Boston, New York) to
assist the Company in exploring financing, partnering and other
strategic options to enhance shareholder value.

"We remain convinced that Millenium's technologies have
significant value and the engagement of Medical Capital Advisors
to assist the Company in realizing this value is a critical
undertaking for our shareholders" said Brian Fielding, Millenium's
CEO.  "We are very pleased to be working with a firm of Medical
Capital Advisors caliber on this important initiative."

                 About Medical Capital Advisors

Medical Capital Advisors is a specialized investment-banking
advisors to the medical technology industry.

                    About Millenium Biologix

Headquartered in Ontario, Canada, Millenium Biologix Corporation
(TSX: MBC) -- http://www.millenium-biologix.com/-- is focused on   
the development and commercialization of next generation cell
culture and tissue engineering systems that will drive change from
synthetic implants to more effective biologics-based solutions.

                           *     *     *

As of April 30, 2006, the Company had cash of $3.2 million.  The
Company continues to review various strategic options, including
seeking investors for a private placement financing to obtain the
resources necessary to continue execution of the business plan.  
The implementation of the Company's strategy is dependent on
successfully securing these necessary resources in the very near
term.  In the event the Company is unable to raise financing
within the next two months, there is substantial doubt as to the
Company's ability to continue as a going concern, which could
require the partial or complete divestiture of one or more of its
core technologies.

The Company disclosed that for the three months ended June 30,
2006, the Company incurred a loss of $3,647,910 and negative cash
flow from operations of $3,113,711.  The Company has accumulated a
deficit of $41,136,426 as at June 30, 2006.  All of these factors
continue to raise substantial doubt about the Company's ability to
continue as a going concern.  On Aug. 17, 2006, the Company was
informed by the Toronto Stock Exchange that the common shares of
the Company have been suspended from trading for failure to meet
the continued listing requirements, and that the Company will be
delisted at the close of business on Sept. 15, 2006.  The Company
is in discussions with the TSX to lift the suspension and reverse
the delisting order.


MOOSE OIL: Landowner Obtains Judgment for Unpaid Royalties
----------------------------------------------------------
Doris Barnes owns land in Lavaca County, Texas, and executed a
mineral lease of that land in favor of American Exploration
Company.  Louis Dreyfus Natural Gas Corp acquired American's
interest and then conveyed that interest to Dominion.  Dominion
Oklahoma Texas Exploration & Production, Inc.  Moose Oil and Gas
Company (Bankr. S.D. Tex. Case No. 02-33891) and Moose Operating
Company, Inc., leased adjacent land and assigned some of the
leasehold interests to parties referred to in court documents as
the Moose Assignees.  Dominion, Moose, and the Moose Assignees
entered into a Working Interest Unit Agreement and Joint Operating
Agreement that included Ms. Barnes' property.  

Ms. Barnes filed suit (Bankr. S.D. Tex. Adv. Pro. No. 02-6012)
against O. Lee Tawes III, a Moose Assignee, and Marlin Data
Research for royalties on mineral production from the Baker Barnes
#1 and #2 wells for the period prior to February, 2002, and to
recognize her right to royalties which have been suspended for
production since that date.  Mr. Tawes signed the Working Interest
Unit Agreement and the Joint Operating Agreement in 1998, prior to
the mineral production at issue in this adversary proceeding.  
Production was achieved from four wells.  With respect to the
Baker-Barnes #1 and # 2 wells (called the "Non-Consent Wells"),
Moose and the Moose Assignees (including Tawes) were Consenting
Parties to drilling the Non-Consent Wells and Dominion was a Non-
Consenting Party.  Under the terms of the Joint Operating
Agreement, Consenting Parties were responsible for the expenses of
drilling the wells and were responsible for payment of royalties
due with respect to leases contributed to the Unit by Non-
Consenting Parties.  Consenting Parties were entitled to recover
400% of their expenditures on the Non-Consent Wells before Non-
Consent Parties were entitled to payment of any revenue from the
wells.

On February 13, 2002, at a foreclosure sale, Marlin and Mr. Tawes
purchased Moose's interest in the Baker Unit and specifically in
the "Non-Consent Wells."  Production of those two wells after
February 2002, has been suspended and is held in a Royalty
Suspense Account and in a Working Interest Suspense Account.

As of February, 2002, Ms. Barnes undisputed royalty in the Non-
Consent Wells was $291,846.00.

Ms. Barnes contends that she is entitled to recover all unpaid
royalties from the Non-Consent Wells from both Mr. Tawes and
Marlin and from production payments due them that are being held
in suspense by the operator of the wells.  Mr. Tawes and Marlin
contend that they have neither privity of contract nor privity of
estate with Ms. Barnes and, therefore, are not personally liable
to Ms. Barnes.  The Defendants further contend that their
suspended production payments are not liable for that payment.

In a decision published at 2006 WL 2422829, the Honorable Wesley
W. Steen concludes that:

     (1) judicial estoppel did not preclude Ms. Barnes' claims;

     (2) under Texas law, because the working interest owners
         acquired debtor's interest subsequent to severance of
         the minerals for which royalties were due, there was no
         basis for imposing liability on them for payment of
         royalties as assignees or successors to debtor;

     (3) the working interest owners were not the "first
         purchasers" of the oil and gas production within meaning
         of the Texas statute governing security interests in oil
         and gas interests; and

     (4) under Texas law, Ms. Barnes was a third party beneficiary
         of the obligation of the working interest owner, as a
         "consenting party" under the Joint Operating Agreement,
         to pay royalties owed by lessee as a "non-consenting
         party."

Accordingly, Judge Steen issued a judgment in favor of Ms. Barnes
against Mr. Tawes for unpaid royalty that is not suspended.

Moose Oil is represented by:

          Mark C. Harwell, Esq.
          Cotham Harwell & Evans
          1616 South Voss, Suite 200
          Houston, TX 77057
          Telephone (713) 647-7511

The Chapter 7 Trustee overseeing Moose Oil's liquidation is:

          Alan S. Gerger, Esq.
          Dunn Neal & Gerger, LLP
          3050 Post Oak Blvd., Suite 400
          Houston, TX 77056
          Telephone (713) -403-7400


MORGAN STANLEY: Moody's Junks Rating on $2.5 Mil. Class M Certs.
----------------------------------------------------------------
Moody's Investors Service downgrades ratings of three classes and
affirmed the ratings of 12 classes of Morgan Stanley Dean Witter
Capital I Trust 2001-TOP3, Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP3:

     * Class A-2, $43,524,080, Fixed, affirmed at Aaa
     * Class A-3, $68,096,034, Fixed, affirmed at Aaa
     * Class A-4, $617,439,000, Fixed, affirmed at Aaa
     * Class X-1, Notional, affirmed at Aaa
     * Class X-2, Notional, affirmed at Aaa
     * Class B, $30,843,000, Fixed, affirmed at Aa1
     * Class C, $28,273,000, Fixed, affirmed at A1
     * Class D, $12,852,000, Fixed, affirmed at A3
     * Class E, $17,992,000, WAC, affirmed at Baa2
     * Class F, $11,566,000, WAC, affirmed at Baa3
     * Class G, $11,566,000, Fixed, affirmed at Ba1
     * Class H, $10,281,000, Fixed, affirmed at Ba2
     * Class J, $8,996,000, Fixed, downgraded to B1 from Ba3
     * Class L, $5,140,000, Fixed, downgraded to B3 from B2
     * Class M, $2,570,000, Fixed, downgraded to Caa1 from B3

As of the Aug. 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 14.2%
to $881.8 million from $1 billion at securitization.  The
Certificates are collateralized by 144 mortgage loans.  The loans
range in size from less than 1.0% to 6.1% of the pool, with the
top ten loans representing 38.3% of the pool.  The pool consists
of three shadow rated loans, representing 13.3% of the pool, and a
conduit component, representing 86.7% of the pool.  Five loans,
representing 7.9% of the pool, have defeased and have been
replaced with U.S. Government securities.

Four loans have been liquidated from the trust resulting in
aggregate realized losses of approximately $1.5 million.  There
are no loans in special servicing.  Twenty-eight loans,
representing 14.3% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full year 2005 operating results for
93.8% of the performing loans.  Moody's loan to value ratio for
the conduit component is 79.6%, compared to 75.9% at last review
and compared to 75.7% at securitization.  Moody's is downgrading
Classes J, L and M due the poorer performance of two of the shadow
rated loans and LTV dispersion.  Based on Moody's analysis, 12.6%
of the conduit pool has a LTV greater than 100.0%, compared to
1.7% at securitization.

The largest shadow rated loan is the Marriott Village Loan
($50 million - 5.7%), which is secured by three Marriott branded
hotels located in Orlando, Florida.  Situated on a 23-acre parcel,
the Marriott Village properties are located in the Buena Vista
submarket of Orlando, approximately 1.5 miles from the entrance
to Walt Disney World.  The hotels, which total 1,100 guestrooms,
were built in 2000 and include Courtyard by Marriott (312 rooms;
34.6% allocated loan balance), SpringHill Suites (400 rooms;
35.4%) and Fairfield Inn (388 rooms; 30%).  Between December 2001
and December 2004, the hotels were triple net leased to Marriott
International, which guaranteed annual lease payments of
$10.88 million.  Per specific conditions of the CNL-Marriott
agreement, the minimum rent guarantee expired in December 2004,
when CNL ended Marriott's tenancy and converted the operating
lease to a management agreement.

Moody's original stabilized RevPAR and net operating income
were $73 and $11.2 million.  Current net operating income is
$7.05 million based on year end 2005 financials.  Current RevPAR
is $64.07.  The properties are managed by Marriott International,
Inc. (Moody's senior unsecured rating Baa2; stable outlook).  The
loan is interest only and matures in December 2007.  The loan
sponsor is CNL Hospitality, Inc., a publicly traded REIT.  Moody's
current shadow rating is below investment grade.  Moody's shadow
rating at securitization was A1.

The second shadow rated loan is the Federal Plaza Loan
($34.3 million - 3.9%), which is secured by a 242,000 square foot
anchored retail center located approximately 20 miles north of
Washington, D.C. in Rockville, Maryland.  The anchored retail
center was built in 1970 and renovated in 1991.  The center is
100.0% occupied as it was at last review, compared to 98.4% at
securitization.  Major tenants include TJ Maxx (12.8% GLA; lease
expiration January 2007), CompUSA (11.7% GLA; lease expiration
April 2011), and Ross Dress for Less (12.1% GLA; lease expiration
January 2014).  The loan sponsor is Federal Realty Investment
Trust (Moody's senior unsecured rating Baa2; positive outlook), a
publicly traded REIT.  Moody's current shadow rating is Baa1,
compared to Baa2 at last review and compared to Baa3 at
securitization.

The third shadow rated loan is the 111 Pine Street Loan
($33.3 million - 3.7%), which is secured by a 210,000 square
foot office building located in the Financial District of San
Francisco, California.  The 18-story structure was built in 1965
and renovated in 1993.  The property is 100.0% occupied, compared
to 99.3% at last review and compared to 97.0% at securitization.  
The largest tenants are First Republic Bank (Moody's long term
issuer rating Baa2 -- stable outlook; 50.0% NRA; lease expiration
July 2010) and the California Department of Financial Institutions
(12.6% NRA; lease expiration April 2008).

The San Francisco office market has experienced a significant
decline since securitization, which has impacted the property's
rental rates.  As of the second quarter of 2006, the submarket
asking rents were $26.75 per square foot compared to $64 per
square foot at securitization.  The property's overall
performance, when compared to origination, has declined to a
decrease in rents as tenant leases expired.  The borrower's
reported net operating income is $3.4 million, compared to
$4.1 million at last review and compared to $6.1 million at
securitization.  Moody's current shadow rating is below investment
grade.  Moody's shadow rating at securitization was Baa1.

The top three conduit loans represent 13.1% of the outstanding
pool balance.  The largest conduit loan is the 140 Kendrick Street
Loan ($53.9 million - 6.1%), which is secured by three Class A
office buildings located approximately 10 miles west of downtown
Boston in Needham, Massachusetts.  The buildings total 381,000
square feet and were built in 2000.  The property is 100% leased
to Parametric Technology Corporation through November 2012 and
serves as its corporate headquarters.  The property has performed
at the same level since securitization; occupancy remains at
100.0%. The loan sponsors are the New York State Common Retirement
Fund and Boston Properties, Inc.  (Moody's preferred shelf rating
(P)Baa3; stable outlook), a publicly traded REIT.  Moody's LTV is
74.9%, compared to 77.3% at last review and at securitization.

The second largest conduit loan is the Seattle Trade & Technology
Loan ($43.7 million - 5%), which is secured by a five-story,
332,000 square foot office building located in the Denny Regrade
submarket of downtown Seattle, Washington.  The property is 100%
occupied by two tenants, the same as at securitization. The
building was constructed in 1917 and renovated in 1999.  The
property serves as the corporate headquarters for RealNetworks,
Inc. (83% NRA; lease expiration October 2013).  The second tenant
is the Art Institute of Seattle (17% NRA; lease expiration October
2012).  Moody's LTV is 84.5%, compared to 79.7% at last review and
compared to 80.9% at securitization.

The third largest conduit loan is the York Galleria Loan
($24.8 million - 2.8%), which is secured by a 487,400 square
foot segment of a 769,300 square foot two-story enclosed mall
located in York, Pennsylvania, 20 miles south of Harrisburg and
45 miles north of Baltimore.  This note represents a 50% portion
of pari passu loan.  The mall was built in 1989 and renovated in
1992. The property is 100% occupied, compared to 85% at
securitization.  Major tenants include Sears (29.4% GLA; lease
expiration November 2009), J.C. Penney (23% GLA; lease expiration
October 2009). Boscov's and Bon Ton are non-collateral anchor
tenants. Moody's LTV is 80.7%, compared to 74.1% at last review
and compared to 75.9% at securitization.

The pool's collateral is a mix of office (33.5%), retail (24.2%),
industrial (18.1%), multifamily and mobile home (8.1%), U.S.
Government securities (7.9%), hotel (5.7%) and self storage
(2.7%).  The collateral properties are located in 30 states and
Washington, D.C. The highest state concentrations are California
(26.7%), Massachusetts (9.2%), Florida (7.9%), Pennsylvania (6.0%)
and Washington (5.5%).  All of the loans are fixed rate.


NATIONSRENT COS: Ashtead Buy Prompts Moody's to Withdraw Ratings
----------------------------------------------------------------
Moody's Investors Service withdrew the ratings for NationsRent
Companies, Inc.:

     * Corporate Family Rating -- B2;
     * Senior Secured -- B2; and
     * Senior Unsecured -- Caa1.

Effective August 31, 2006, Ashtead Group Plc  completed its
acquisition of NationsRent.  All the outstanding notes were
redeemed or satisfied as part of the acquisition.  Additionally,
NationsRent has filed a Form 15 with the US Securities and
Exchange Commission terminating its requirement to file financial
statements.

Ashtead Group Plc, through its Sunbelt Rentals, Inc. subsidiary,
is one of the largest equipment rental companies in the US.
NationsRent Companies, Inc. is a subsidiary of Sunbelt Rentals,
Inc.


NORTHWEST AIRLINES: District Ct. Okays Prelim. Injunction vs. AFA
-----------------------------------------------------------------
The Honorable Victor Marrero of the U.S. District Court for the
Southern District of New York overturned, on Sept. 15, 2006, a
bankruptcy court decision and granted Northwest Airlines Corp.'s
request for a preliminary injunction to prevent a threatened
strike or work action by the company's flight attendants,
represented by the Association of Flight Attendants-CWA.

"Judge Marrero's decision to grant Northwest the injunction allows
our customers to continue to book Northwest Airlines with
confidence, knowing that we will get them to their destinations
reliably," Doug Steenland, president and chief executive officer,
said.

"While the court decision is reassuring to our customers, we
remain committed to negotiating a consensual agreement with our
flight attendants.  We hope to accomplish that goal in the near
future."

As reported in the Troubled Company Reporter on Aug. 28, 2006, the
District Court issued an injunction against any work actions by
the AFA after Northwest appealed Bankruptcy Court Judge Allan
Gropper's denial of the company's request for a preliminary
injunction, to provide the District Court time to consider
Northwest's appeal from Judge Gropper's ruling.  Upon review,
Judge Marrero concluded that Judge Gropper had erred in denying
Northwest's request for an injunction.

                  Flight Attendant Discussions

Northwest and the unions representing its flight attendants have
negotiated two tentative agreements.  In July, flight attendants
rejected a tentative contract agreement that Northwest had
negotiated with AFA and that would have met the targeted $195
million in annual labor cost savings.  AFA endorsed that tentative
agreement and recommended that its members vote in favor of it.

As a result of the contract rejection, and in accordance with a
previous decision of the Bankruptcy Court, Northwest implemented
contract terms and conditions for its flight attendants that met
the required $195 million of annual labor cost savings for that
group.

Northwest has reached agreements on permanent wage and benefit
reduction agreements with the Air Line Pilots Association, the
International Association of Machinists and Aerospace Workers,
Aircraft Technical Support Association, the Transport Workers
Union of America, and the Northwest Airlines Meteorologists
Association.  Two rounds of salaried and management employee pay
and benefit cuts have also been instituted and the needed aircraft
maintenance employee labor cost savings have been achieved, which
allowed Northwest to meet its goal of achieving $1.4 billion in
annual labor savings.

Since beginning its restructuring process in September of last
year, Northwest has remained focused on its plan to realize
$2.5 billion in annual business improvements in order to return
the company to profitability on a sustained basis.  The
restructuring plan continues to be centered on three goals:

   * resizing and optimization of the airline's fleet to better
     serve Northwest's markets;

   * realizing competitive labor and non-labor costs; and

   * restructuring and recapitalization of the airline's balance
     sheet.

                    About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/  
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.


NORTHWEST TIMBERLINE: Court Finds No Chance of a Reorganization
---------------------------------------------------------------
Chevron U.S.A. Inc. moved for Relief from the Automatic Stay and
filed Motions to Convert the chapter 11 cases commenced by
Northwest Timberline Enterprises, Inc., and Construction and Real
Estate Information Services, Inc., to chapter 7 liquidation
proceedings.  Chevron holds secured claims against both debtors,
and claims to be owed $1,557,197.46 by NWTE and $1,507,219.19 by
CREIS.  Chevron's claims are secured by liens on virtually all the
Debtors' assets, and is undersecured by a wide margin.

                          The Debtors

Northwest Timberline Enterprises, Inc. (Bankr. N.D. Tex. Case No.
04-36426), and Construction and Real Estate Information Services,
Inc. (Bankr. N.D. Tex. Case No. 04-36448) are affiliated debtors,
but their bankruptcy cases have not been consolidated for
procedural purposes.  Each Debtor owns and operates separate gas
stations and convenience stores.  NWTE's operations are located at
3311 West Northwest Highway, Dallas, Texas, and CREIS' operations
are located at 8817 Clark Road, Dallas, Texas.  Saeed Mahboubi is
the common connection to the two Debtors that makes them
"affiliated" Debtors.  Mr. Mahboubi is the president and 70%
shareholder of NWTE and is also the president and 70% shareholder
of CREIS.

                    Proposed Chapter 11 Plan

The Debtors have been pursuing a joint plan in their cases since
December 27, 2004, when a first plan in each case was filed.  A
first amended plan was filed on March 8, 2005, and a second
amended plan was filed on May 2, 2005.  A plan supplement to the
second amended plan was filed on May 9, 2005.  A second plan
supplement to the second amended plan was filed November 20, 2005.  
Then, a modification to the second amended plan was filed on
May 19, 2006.  As of this date, neither Chevron nor the taxing
authorities support the Joint Plan.

On June 24, 2005, the Honorable Steven A. Felsenthal decided that
a Chapter 11 trustee might be the most reasonable solution "to
explore a more businesslike resolution of these cases," and signed
an order authorizing the appointment of Mr. Robert Yaquinto as a
Chapter 11 Trustee on June 27, 2005.

Mr. Yaquinto conducted an auction on December 13, 2005, in which
he accepted bids in two different forms: bids for all of the owned
assets of the Debtors or, alternatively, bids for the equity
interests of the Debtors.  

Chevron credit bid $1.1 million in each case for the debtors'
assets.  No other bids were received for the proposed asset sales.

As for the equity sale, two bidders proved interested in the
equity interests in the Debtors: John T. Evans of the John T.
Evans Co., Inc., and Charles A. Burton of the Burton Oil Co., Inc.  
Both had purportedly previously provided the Chapter 11 Trustee
with evidence of financial ability to pay.  Evans was declared the
higher bidder for the equity, with a bid of $130,000 per Debtor,
for a total bid of $260,000.

On March 6, 2006, the Chapter 11 Trustee filed a report of the
results of the auction.  He articulated the results of the auction
and also the pros and cons of a sale of the assets versus a sale
of the equity of NWTE and CREIS.  Ultimately, the Chapter 11
Trustee recommended the Evans Bid over Chevron's credit bid for
the assets, simply because there was a possibility of a dividend
to unsecured creditors with such bid.  

However, the Honorable Stacey G. Jernigan observes in an opinion
published at 2006 WL 2468090, the Chapter 11 Trustee's
recommendation was lukewarm at best, and expressed concern about
whether the Evans' bid would lead to a confirmable plan.  
Moreover, the Chapter 11 Trustee's recommendation seemed to ignore
the stark reality that more than 90% of the dividend that the
$260,000 might enable to be realized for unsecured creditors would
go to Chevron -- the holder of more than 90% of the unsecured
creditor pool and the party opposing (or competing with) the
$260,000 bid.

With regard to the winning equity bidder, Judge Jernigan recalls,
Mr. Evans testified on May 30, 2006 that:

     (a) He has known Mr. Mahboubi, the Debtors' President, for
         many years.

     (b) Mr. Evans believed himself to have a personal net worth
         of approximately $5 million.  However, it is likely that
         some to-be-formed company (rather than Mr. Evans
         personally) will actually become the owner of the NWTE
         and CREIS stock.

     (c) Mr. Evans has no experience running a type of business
         similar to the Debtors' gas stations and convenience
         stores.

The Debtors' Current Joint Plan contemplates a $260,000 new equity
infusion and a restructuring of most of the Debtors' debt.  In
addition to the $260,000 of new equity, the Debtors' Current Joint
Plan -- specifically in the most recent plan modifications dated
May 19, 2006 -- contemplates that the Debtors will enter into a
new $315,000 senior, secured loan from an entity called Property
Tax Lending L.P.  This is the amount projected by the Debtors as
necessary to pay all ad valorem taxes that have accrued on the
Debtors' properties up through 2005.  There was no evidence before
the Court as to whom exactly the lender PTL is.  Under the PTL
Loan, PTL will be entitled to receive repayment of its loan from
the Debtors over 10 years at a 13% interest rate per annum.  

Repayment of the loan is such that one-half of the accruing
interest will be due and payable monthly for the first twelve
months, and then interest only will be due and payable during
years two and three after confirmation of the Current Joint Plan.  
Thereafter, the balance on the PTL Loan will be amortized in equal
monthly payments over a period of 84 months.  One of the most
significant aspects worthy of mentioning about this proposed PTL
Loan is that it is a negative amortization loan initially after
confirmation of the plan-meaning essentially that the principal
balance of the loan is growing, since interest is accruing faster
than it is being paid.

Subordinate to the PTL Loan and 2006 tax claims, the Current Joint
Plan proposes to pay "$940,000 less payments made during the case"
on account of Chevron's allowed secured claims in each case, in
monthly payments at a 7% interest rate per annum, with a 25 year
amortization and balloon payments at the end of seven years.

Moving further through the Current Joint Plan, it proposes to pay
holders of unsecured claims who are owed more than $10,000
(including Chevron's deficiency claim), 10% of their allowed
claims on the initial distribution date and 20% over 60 months in
equal monthly installments.  Holders of unsecured claims less than
$10,000 (the dozen or so at most that there are), will receive 10%
of their allowed claims on the initial distribution date of the
plan and 40% of their claims in monthly payments over 24 months.

Chevron does not -- and says it will not -- support this proposed
chapter 11 plan.

                      Chevron Wants Out

Chevron argues that the fundamental issue with regard to its
Motions to Lift Stay and Motions to Convert is whether the Debtors
are able to effectuate a confirmable plan.  Chevron says the court
should simply lift the automatic stay or, alternatively, convert
the cases to Chapter 7, at this point, because of the inability of
the Debtors to effectuate a plan (more than two years down the
road in these cases) -- this being the "cause" to lift the stay or
"cause" to convert required under 11 U.S.C Sec. 362(d) and
1112(b)(2).  Among other problems with confirmation alleged by
Chevron are: (a) unfair or improper treatment of Chevron's claim
proposed under the Plan under 11 U.S.C. Sec. 1129(a) and (b)
because repayment of Chevron's claims is proposed at far too low a
rate of annual interest and subordination of Chevron's liens to
the proposed PTL Loan is also improper; and (b) lack of
feasibility.

                         The Ruling

After extensive briefing and testimony, Judge Jernigan concludes
that the debtors' chapter 11 cases are essentially two-party
disputes with Chevron.  The Debtors have no equity in the property
securing Chevron's claims, can't satisfy their burden of showing
that they have any reasonable prospect of reorganizing, or that
the collateral pledged to Chevron was "essential for an effective
reorganization that is in prospect" as the High Court in United
Sav. Ass'n v. Timbers of Inwood Forest Assocs., 484 U.S. 365, 376,
108 S.Ct. 626, 98 L.Ed.2d 740 (1988), says is required.  

During the two years that they have operated in Chapter 11, Judge
Jernigan observes that they have consistently operated at a
deficit, have failed to ever generate positive cash flow, and have
no unencumbered assets to fund a plan.  Accordingly, Judge
Jernigan rules that Chevron is granted relief from the automatic
stay in both debtors' cases.


ONEIDA LTD: Completes $170MM Financing & Emerges From Chapter 11
----------------------------------------------------------------
Oneida Ltd. completed its $170 million exit financing and emerged
from Chapter 11 on Sept. 15, 2006, as a privately held company.  
The company's new shareholders are led by Quadrangle Group LLC and
also include JPMorgan, Litespeed Partners LLC, and D. E. Shaw
Laminar Portfolios, L.L.C.

"The completion of this financing marks the final step in Oneida's
recapitalization process," James E. Joseph, President of Oneida,
said.  "We now have both equity and debt capital in the right
proportions to support our growth initiatives and profit
improvement programs.  We look forward to reinforcing and
expanding our relationships with Oneida's customers, suppliers and
business partners.  Their support over the past six months has
been vital to the success of this process."

Oneida's prenegotiated plan of reorganization was confirmed by the
U.S. Bankruptcy Court for the Southern District of New York on
August 30, 2006.  Concurrent with its emergence from Chapter 11,
Oneida entered into a $170 million senior secured long-term credit
facility led by Credit Suisse, consisting of an $80 million asset-
based revolving credit facility and a $90 million term loan.  
Oneida's common and preferred stockholders will not receive any
distributions under the plan and their equity was cancelled as of
the plan's effective date.

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

The Company and its 8 debtor-affiliates filed for Chapter 11
protection on March 19, 2006 (Bankr. S.D. N.Y. Case Nos. 06-10489
through 06-10496).  Douglas P. Bartner, Esq., at Shearman &
Sterling LLP represents the Debtors.  Credit Suisse Securities
(USA) LLC is the Debtors' financial advisor.  Scott L. Hazan,
Esq., and Lorenzo Marinuzzi, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., represent the Official Committee of
Unsecured Creditors.  Robert J. Stark, Esq., at Brown Rudnick
Berlack Israels LLP represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $305,329,000 in total assets and
$332,227,000 in total debts.  On May 12, 2006, Judge Gropper
approved the Debtors' disclosure statement.  The pre-negotiated
plan of reorganization of Oneida Ltd. was confirmed, on
Aug. 31, 2006.


OPEN TEXT: Hummingbird Shareholders Approve Acquisition Bid
-----------------------------------------------------------
Shareholders of Hummingbird Ltd. have overwhelmingly approved Open
Text Corp.'s proposed acquisition of Hummingbird by way of plan of
arrangement at a price of $27.85 per share.  

At a special meeting of the Company's shareholders held Friday,
shareholders representing more than 56.9% of all shares
outstanding and 99.9% of all votes cast voted in favor of the
transaction, significantly exceeding the required 66% of the votes
cast.

The closing of the transaction is subject to court approval in
Canada as well as the satisfaction or waiver of the other
conditions specified in the arrangement agreement between
Hummingbird, Open Text and a subsidiary of Open Text.  

Hummingbird will now seek final court approval for the arrangement
on Friday, Sept. 22, 2006.  If court approval is obtained and the
other conditions to closing are satisfied or waived, the
transaction is expected to close on or about Oct. 3, 2006.

                        About Hummingbird

Hummingbird Ltd. -- http://www.hummingbird.com/-- is a global  
provider of enterprise software solutions.  The Company's
enterprise software solutions fall into two principal categories:
enterprise content management solutions, and network connectivity
solutions.  Founded in 1984, Hummingbird employs over 1,400 people
and serves more than 33,000 customers, including 90% of Fortune
100.  Hummingbird solutions are sold directly from 40 offices
worldwide and through an Alliance Network of partners and
resellers.

                        About Open Text

Open Text Corp -- http://www.opentext.com/-- provides Enterprise  
Content Management solutions that bring together people, processes
and information in global organizations.  The company supports
approximately 20 million seats across 13,000 deployments in 114
countries and 12 languages worldwide.


OPEN TEXT: Moody's Rates $390 Million Senior Secured Loan at Ba3
----------------------------------------------------------------
Moody's Investors Service assigns a first-time Ba3 rating to the
senior secured facilities and B1 rating to the corporate family of
Open Text Corp., a leading provider of enterprise content
management software.  The ratings reflect both the overall
probability of default of the company, to which Moody's assigns a
PDR of B2, and a loss-given-default of LGD-2 for the senior
secured facilities.  Moody's also assigned a SGL-1 speculative
grade liquidity rating, reflecting very good liquidity.  The
ratings outlook is stable.

Open Text is acquiring one of its competitors, Hummingbird Ltd., a
Canadian-based publicly traded company for $499 million (including
fees and expenses) to create the second largest ECM provider with
roughly $670 million in pro forma revenue.  Net proceeds from the
$390 million senior secured term loan together with approximately
$109 million of cash-on-hand will be used to finance the purchase
in a leveraged transaction.  The $75 million senior secured
revolving credit facility will be undrawn at closing and will be
available for working capital and liquidity purposes.

Open Text's B1 corporate family rating reflects its recession-
resistant operating cash flow, enhanced scale and product offering
post-acquisition and cross-platform solutions, which help mitigate
its high pro forma financial leverage against the backdrop of a
rapidly consolidating industry.  Moody's believes the combined
company's market presence (across basic, enhanced and extended
applications) as the leading independent ECM provider, ability to
leverage complementary products from prior acquisitions, high
gross margins and free cash flow generation collectively support
the B1 rating.  The rating incorporates Moody's expectations that
margins for normalized EBITDA (EBITDA before restructuring charges
less average annualized restructuring charges) will approach the
20-25% range and that total debt to normalized EBITDA will migrate
to under 3.6x over the next 12 - 18 months.  Moody's notes both
Open Text and Hummingbird have been fairly acquisitive over the
last several years, which has led to periodic asset impairments,
workforce rationalizations, and cash restructuring charges to exit
unprofitable areas and realign product development.  Furthermore,
Open Text's gross margins have come under slight pressure due to
additional customer support and service personnel costs from prior
acquisitions.  The rating, which also acknowledges the company's
access to new vertical markets and potential cost synergies from
the Hummingbird acquisition, reflects Moody's expectation of
modest-sized acquisition activity going forward, which is
supported by the company's acquisition track record prior to
Hummingbird.  Finally, Moody's expects the ECM market to continue
its consolidation trend and become increasingly competitive
longer-term as larger incumbents seek to offer better pricing and
more functionality to suite platforms amid vendor reduction
programs.

The stable outlook reflects the reasonably predictable software
license/networking business model as well as Moody's expectation
that Open Text will be able to improve financial leverage and
credit protection measures by successfully integrating Hummingbird
into its business, minimizing customer loss and realizing the
planned efficiencies via the combination of two very similar
businesses.  The outlook also recognizes management's plan to
maintain its customer base while profitably growing the business
through cross-sell opportunities into Hummingbird's reseller
channel and extending Open Text's strategic partner program into
Hummingbird's installed base.  Furthermore, the stable outlook
anticipates the company will successfully implement its debt
reduction program and future acquisition activity will be minimal.

The $390 million senior secured term loan and $75 million senior
secured revolver are secured by first priority liens on
substantially all tangible and intangible assets of Open Text and
benefit from upstream guarantees provided by the company's
subsidiaries.  Due to the protection provided by the collateral
package and the senior position of the bank facilities in the
company's debt structure, the term loan and revolver are rated
Ba3, reflecting a LGD-2 loss-given-default assessment.

These first-time ratings are assigned to Open Text:

   * Corporate Family Rating -- B1
   * Probability of Default Rating -- B2
   * $75 million Senior Secured Revolver due 2011 -- Ba3
   * $390 million Senior Secured Term Loan due 2013 -- Ba3
   * Speculative Grade Liquidity Rating -- SGL-1

Open Text Corp., headquartered in Waterloo, Ontario, Canada, is
the largest independent provider of enterprise content software
used by global organizations on intranets, extranets, and the
Internet.  The company's software applications allow users to
capture, manage, store, preserve, and deliver content, and
documents related to organizational processes.  For fiscal year
ended June 30, 2006, revenues were $409.3 million.  Pro forma for
the Hummingbird acquisition, revenues are estimated at $668.1
million.


PEABODY ENERGY: Fitch Rates New $2.75 Billion Sr. Facility at BB+
-----------------------------------------------------------------
Fitch Ratings lowered the ratings of Peabody Energy Corporation's
Issuer Default Rating as well as its $650 million senior notes due
2013 and its $250 million senior notes due 2016 to 'BB+' from
'BBB-' and rated the company's new $2.75 billion senior unsecured
bank facility 'BB+'.

The ratings are removed from Negative Rating Watch where they were
placed July 6, 2006, following the announcement of the debt
financed acquisition of Excel Coal Limited.  The Rating Outlook is
stable.

On July 5, 2006, Peabody announced an agreement to acquire Excel
Coal Limited for a total acquisition price of approximately $1.34
billion plus assumed debt of approximately $170 million.  The
transaction is to be an all cash deal and be debt financed.  The
financing will double Peabody's current debt load and increase
total debt/Operating EBITDA from 1.6x to 3.0x pro forma for the
latest 12 months ended June 30, 2006.

Peabody has significant employee-related liabilities, some of
which related to past operations, and significant reclamation
obligations.  The transaction is subject to customary regulatory
and shareholder approvals and is expected to close early in the
fourth quarter of 2006.

Excel has three near term development projects which will lead to
growth in cash flows for 2007 and 2008.  The transaction
diversifies Peabody's Australian operations and increases its
scale in this fast growing market.

The ratings reflect Peabody's large, well diversified operations,
good control of low cost production, strong liquidity and moderate
leverage.  The outlook is for coal producers to continue to
benefit from a strong pricing environment over the near term.

Peabody is the largest US coal producer fueling 10% of domestic
electricity generation.  Pro forma for the Excel acquisition and
completed development, the company will be the fifth largest coal
producer in Australia.  Peabody's operations are well diversified
with new activity concentrated in the Powder River Basin and the
Illinois Basin where it dominates.  Peabody has over 9 billion
tons of coal reserves.


POPULAR CLUB: Committee Hires Ravin Greenberg as Counsel
--------------------------------------------------------
The Honorable Novalyn L. Winfield of the U.S. Bankruptcy Court for
the District of New Jersey authorized the Official Committee of
Unsecured Creditors appointed in Popular Club Plan, Inc.'s Chapter
11 case to retain Ravin Greenberg PC as its counsel.

Ravin Greenberg will render all necessary court appearances,
research, preparation and drafting of pleadings and other legal
documents, hearing preparation and related work, negotiations and
advice with respect to the Debtor's Chapter 11 proceeding.   

The current hourly rates for Ravin Greenberg's attorneys are:

           Attorney                        Hourly Rate
           --------                        -----------
           Nathan Ravin, Esq.                 $450
           Howard Greenberg, Esq.             $550
           Stephen B. Ravin, Esq.             $430
           Bruce J. Wisotsky, Esq.            $410
           Larry Lesnik, Esq.                 $400
           Morris S. Bauer, Esq.              $390
           Brian L. Baker, Esq.               $300
           Sheryll S. Tahiri, Esq.            $265
           Alyson Weckstein Teigel, Esq.      $275
           Chad B. Friedman, Esq.             $225  

To the best of the Committee's knowledge, Ravin Greenberg does not
hold or represent any interest adverse to the Debtor's estate and
is a "disinterested person" as that term is defined in Section
101(14) of the bankruptcy Code.

Based in Roseland, New Jersey, Ravin Greenberg PC --
http://www.ravingreenberg.com/-- has been a pre-eminent  
practitioner in the United States Bankruptcy Court for more than
six decades.  The firm's unique combination of personal service,
professionalism and creativity assure clients that every viable
alternative will be carefully considered.  Ravin Greenberg can be
reached at:

           Ravin Greenberg PC
           101 Eisenhower Parkway
           Roseland, NJ 07068
           Tel: (973) 226-1500
           Fax: (973) 226-6888

Headquartered in Garfield, New Jersey, Popular Club Plan, Inc. --
http://www.popularclub.com/-- is a catalog retailer.  The Company  
filed for chapter 11 protection on Aug. 4, 2006 (Bankr. D. N.J.
Case No. 06-17231).  Barry W. Frost, Esq., at Teich Groh,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed total assets of $10,740,500 and total
debts of $5,496,884.


POWER EFFICIENCY: Has $147,510 Stockholders' Deficit at June 30
---------------------------------------------------------------
Power Efficiency Corporation filed its financial statements for
the second quarter ended June 30, 2006, with the Securities and
Exchange Commission.

For the second quarter of 2006, the Company reported a $1,693,631
net loss on $44,390 of total revenues compared with a $611,507 net
loss on $94,694 of total revenues for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed $2,528,051 in
total assets and $2,675,561 in total liabilities, resulting in a
$147,510 stockholders' deficit.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?11b7

                        Going Concern Doubt

In its audit report on the financial statements for the year ended
Dec. 31, 2005, Sobel & Co., LLC, in Livingston, New Jersey, noted
that Power Efficiency Corporation's deficiency of cash from
operations and insufficient liquidity to continue its operations
raised substantial doubt as to its ability to continue as a going
concern.

                    About Power Efficiency Corp.

Power Efficiency Corporation designs, develops, and sells,
Performance Controller that educe energy consumption in
alternating current induction motors.  The product extends motor
life, minimizes maintenance, results in cooler running, reduces
stress and strain on the motor, and reduces stress and strain on
accompanying electrical and mechanical systems.


PULL'R HOLDINGS: Has Final Access to $300,000 Loan from Merrill
---------------------------------------------------------------
The Hon. Richard M. Neiter of the U.S. Bankruptcy Court for the
Central District of California in Los Angeles authorized, on a
final basis, Pull'R Holdings LLC and its debtor-affiliate, Maasdam
Pow'r Pull Inc., to obtain letters of credit not to exceed
$300,000 from Merrill Lynch Business Financial Services Inc.

As reported in the Troubled Company Reporter on Aug. 7, 2006, the
Debtors granted Merrill Lynch a super-priority administrative
claim status pursuant to Section 364(c)(1) of the Bankrutpcy Code
to secure the obligations arising from the DIP loan and the use of
cash collateral.

Judge Neiter also allowed the Debtors to use cash collateral on a
final basis in accordance with an agreed budget.  The Debtors are
presently indebted to Merrill Lynch under the prepetition
financing agreements in the principal amount of approximately
$6,849,925.

The Debtors will use the cash collateral and the proceeds of the
loan to continue their operations, sustain business value, pay
Merrill Lynch for fees in connection with the letter of credit
facility, and pay professional fees and expenses.

Headquartered in Santa Fe Springs, California, Pull'R Holdings LLC
-- http://www.pullr.com/-- sell contractors' equipment and    
tools.  The Company is 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.  Aram Ordubegian, Esq., and David R. Weinstein, Esq., at
Weinstein, Weiss & Ordubegian represent the Official Committee of
Unsecured Creditors.  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.


RELIANCE GROUP: Durango Liquidator to Sell Insurance Claims
-----------------------------------------------------------
Bridge Associates, LLC, as Liquidating Trustee of the Bankruptcy
Estate of Durango Georgia Paper Company, has entered into a Sale
and Assignment Agreement with Liquidity Solutions Inc.  The
agreement transfers all of the Debtor's claims against Reliance
Insurance Company for the recovery of insurance proceeds.

Additional bidders may submit higher and better bids for the
claims subject, to the absolute judgment and discretion of the
Liquidating Trustee.  Bidders seeking to purchase the claim must
bid a minimum of $589,190.  Any subsequent bidder must bid a
minimum of $10,000, over and above the previous bid.   All bids
must be submitted by 5:00 p.m., on Sept, 29, 2006, to:

         Mark S. Watson, Esq.
         Stone  & Baxter, LLP
         577 Murphy Street, Suite 800
         Macon, GA 31201
         Phone: (478) 750-9898
         Fax: (478) 750-9899  

The U.S. Bankruptcy Court for the Southern District of Georgia in
Brunswick will convene a hearing at 10:30 a.m., in Oct. 12, 2006,
to consider approval of the proposed sale.       

                     About Durango Georgia

Based in St. Mary's, Georgia, Durango Georgia Paper Company --
http://www.durangopaper.com/-- was a nationally recognized    
bleached board and kraft paper producer in the U.S. offering
coast-to-coast and international service.  On Oct. 29. 2002,
creditors filed an involuntary chapter 7 petition against Durango.  
The Company filed for chapter 11 relief on Nov. 20, 2002 (Bankr.
S.D. Ga. Case No. 02-21669).  George H. Mccallum, Esq., at Stone &
Baxter, LLP, Kate D. Strain, Esq., at Hunter, Maclean, Exley &
Dunn, PC, and Neil P. Olack, Esq., at Duane Morris LLP, represent
the Debtor in its restructuring efforts.  Bridge Associates, LLC,
was appointed as Liquidating Trustee under the terms of a Plan of
Liquidation approved by creditors and confirmed by the Bankruptcy
Court in June 2004.

                       About Reliance

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  The Court confirmed the
Creditors' Committee's Plan of Reorganization on Jan. 25, 2005.


RIO VISTA: Posts $434,000 Net Loss in 2006 Quarter Ended
--------------------------------------------------------
Rio Vista Energy Partners L.P. reported a $434,000 net loss on
$21,299,000 of revenues for the ended June 30, 2006.

The Company's June 30 balance sheet also showed strained liquidity
with $4,733,000 in total current assets available to pay
$6,041,000 in total current liabilities coming due within the next
12 months.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?11bf

                       Going Concern Doubt

As reported on the Troubled Company Reporter on May 5, 2006,
Burton Mccumber & Cortez, L.L.P., in Brownsville, Texas, raised
substantial doubt about the ability of Rio Vista Energy Partners
L.P. to continue as a going concern after auditing the Company's
consolidated financial statements for the years ended
Dec. 31, 2004, and 2005.  

                         About Rio Vista

Headquartered in Houston, Texas, Rio Vista Energy Partners L.P.
buys, transports and sells liquefied petroleum gas.  Rio Vista
owns and operates terminal facilities in Brownsville, Texas and in  
Matamoros, Tamaulipas, Mexico and approximately 23 miles of
pipelines, which connect the Brownsville Terminal Facility to the
Matamoros Terminal Facility.  The primary market for Rio Vista's
LPG is the northeastern region of Mexico, which includes the
states of Coahuila, Nuevo Leon and Tamaulipas.


RIVERSTONE NETWORKS: Derivative Action Settlement Pact Approved
---------------------------------------------------------------
In a Memorandum Opinion published at 2006 WL 2422753, the
Honorable Christopher S. Sontchi concludes that RNI Wind Down
Corp. satisfied the standard under Rule 9019 of the Federal Rules
of Bankruptcy Procedure for approval of a proposed amended
settlement of a series of derivative actions filed between August
2002 and March 2004 in the Superior Court of California and the
United States District Court for the Northern District of
California against Riverstone Networks, Inc. and its directors and
officers.

The amended settlement at issue was an amendment to the parties'
original settlement previously approved by the California District
Court over the objection of Charles L. Grimes under the more
stringent standards applicable to the settlement of a derivative
action.  The amended settlement resulted in an additional benefit
to the debtors' estates in the amount of $950,000.  Thus, it was
significantly more favorable to the debtors' estates than the
original settlement.  Finally, Judge Sontchi says, to the extent
the Martin factors (probability of success, difficulties in
collection, complexity of the litigation and the paramount
interest of the creditors) were relevant, taken as a whole they
favor approval of the amended settlement.

Based in Santa Clara, California, Riverstone Networks, Inc., nka
RNI Wind Down Corporation -- http://www.riverstonenet.com/--  
provided 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.  Kerri K. Mumford,
Esq., at Landis Rath & Cobb LLP, represents the Official Committee
of Unsecured Creditors.  The firm Brown Rudnick Berlack Israels
LLP serves as counsel to the Official Committee of Equity Security
Holders.  As of Dec. 24, 2005, the Debtors reported assets
totaling $98,341,134 and debts totaling $130,071,947.

Judge Sontchi held a hearing on Sept. 12, 2006, and confirmed
Riverstone's Chapter 11 Plan.  That Plan will distribute the
$207 million Lucent Technologies paid for Riverstone's assets to
creditors and shareholders.  Unsecured creditors will be paid in
full, together with 5% interest.  Shareholders get whatever's left
over.  Court documents estimate Riverstone shareholder recoveries
at $1.00 to $1.80 per share.


ROYAL GROUP: Gets Required Consents from 7.1% Senior Noteholders
----------------------------------------------------------------
In response to its Aug. 28, 2006 Offer to Purchase and Consent
Solicitation Statement, Royal Group Technologies Limited has
received tenders from holders representing in excess of 66-2/3% of
its Series D senior unsecured 7.10% notes due Nov. 14, 2007.  The
tenders were accompanied by consents to permit Royal Group to
amend certain terms of the purchase agreement under which the
Series D notes were issued in 1997.  Those amendments will become
operative upon the Company's acceptance of the tendered notes for
payment and delivery of its written consent to the amendments.

The tender offer will remain open until Sept. 26, 2006, or as
otherwise extended by the Company.  Those holders who have not yet
tendered their notes and delivered their consents to the proposed
amendments will have more than five business days from the date of
their receipt of this notice to accept the Company's offer, as is
required under Section 8.6 of the original Series D purchase
agreement.  Holders who do not tender their Series D notes will be
bound by the amendments notwithstanding that they have not
provided their consent.

The Total Consideration per $1,000 principal amount of Series D
notes tendered will be $1018.60.  Holders who tender their Series
D notes prior to expiration of the tender offer will receive the
Total Consideration, plus accrued and unpaid interest from the
date of the last interest payment up to the date of payment.  
Holders who do not tender their Series D notes will receive the
Consent Payment, as defined in the Offer to Purchase and Consent
Solicitation Statement.

Neither the Company nor its Board of Directors makes any
recommendation in connection with the Offer to Purchase or the
Consent Solicitation Statement, issued following execution of the
proposed plan of arrangement with Rome Acquisition Corp., a wholly
owned subsidiary of Georgia Gulf Corporation.

                       About Royal Group

Headquartered in Ontario, Canada, Royal Group Technologies Limited
(TSX & NYSE: RYG) -- http://www.royalgrouptech.com-- produces   
innovative, attractive, durable, and low-maintenance home
improvement and building products, which are primarily utilized in
both the renovation and new construction sectors of the North
American construction industry.  The Company has manufacturing
operations located throughout North America in order to provide
industry-leading service to its extensive customer network.

                          *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services said its 'BB' long-term
corporate credit and senior unsecured debt ratings on Woodbridge,
Ontario-based Royal Group Technologies Ltd. will remain on
CreditWatch with negative implications, where they were placed
March 16, 2006.  The continued CreditWatch follows Georgia Gulf
Corp.'s (BB+/Watch Neg/--) takeover proposal for CDN$1.7 billion,
including CDN$491 million of assumed net debt.


RURALMETRO CORP: Equity Deficit Narrows to $91 Million at June 30
-----------------------------------------------------------------
Rural/Metro Corporation reported net revenue for the fourth
quarter increased 7.1%, or $9.2 million, to $139.1 million,
compared to $129.9 million in the fourth quarter of the prior
year.

For the fiscal quarter ended June 30, 2006, net income was
$1.2 million versus a net income of $83.8 million in the fourth
quarter of fiscal 2005.  The decrease from the prior-year period
is primarily attributable to an $83.9 million deferred tax benefit
recognized in the fourth quarter of fiscal 2005.

For the fiscal year ended June 30, 2006, net revenue increased
9.4% to $548.5 million, compared to $501.5 million for fiscal
2005.

Net income for the fiscal year was $3.5 million compared to net
income of $88.3 million in fiscal 2005.

Certain items affecting fiscal 2006 results included respective
$5.7 million and $0.8 million pre-tax losses related to the
company's exit from the New Jersey and Augusta, Georgia, medical
transportation markets, and recognition of a $2.5 million pre-tax
charge related to an ongoing government investigation into certain
of the company's former Texas operations.  The amounts are
included in the loss from discontinued operations in fiscal 2006.

The Company's balance sheet at June 30, 2006 showed total assets
of $299 million and total liabilities of $390 million, resulting
in a total stockholders' deficit of $91 million.  The Company's
total stockholders' deficit at June 30, 2005 stood at $97 million.

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation
-- http://www.ruralmetro.com/-- provides emergency and non-
emergency medical transportation, fire protection, and other
safety services in 23 states and approximately 350 communities
throughout the United States.


SATELITES MEXICANOS: Court Gives Final Nod on Milbank as Counsel
----------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York, granted Satelites Mexicanos, S.A.
de C.V.'s application to employ Milbank, Tweed, Hadley & McCloy
LLP, as its bankruptcy counsel on a final basis.

As reported in the Troubled Company Reporter on Aug. 22, 2006,
Judge Drain granted the Debtor's application to employ Milbank
Tweed on an interim basis.

As legal counsel, Milbank & Tweed is expected to:

   (a) advise the Debtor of its rights, powers, and duties as
       Debtor and debtor-in-possession in the continued management
       And operation of its business and properties;

   (b) advise and assist the Debtor in connection with the
       solicitation and confirmation of the plan of reorganization
       and related documents;

   (c) advise the Debtor concerning actions that it might take to
       collect and recover property for the benefit of its estate;

   (d) prepare on behalf of the Debtor all necessary and
       Appropriate applications, motions, draft orders, other
       pleadings, notices, schedules, and other documents, and
       review all financial and other reports to be filed in the
       Debtor's Chapter 11 case;

   (d) advise the Debtor concerning, and prepare responses to,
       applications, motions, other pleadings, notices, and other
       papers that may be filed and served in the Debtor's
       Chapter 11 case;

   (e) review the nature and validity of any liens asserted
       against the Debtor's property and advise the Debtor
       concerning the enforceability of those liens;

   (f) advise and assist the Debtor in connection with any
       potential asset dispositions;

   (g) advise the Debtor concerning executory contract and
       unexpired lease assumptions, assignments and rejections;

   (h) assist the Debtor in reviewing, estimating, and resolving
       claims asserted against its estate;

   (j) commence and conduct any and all litigation necessary or
       appropriate to assert rights held by the Debtor, protect
       assets of its estate, or otherwise further the goal of
       completing a successful reorganization;

   (k) advise and assist the Debtor with the preparation and
       filing of various documents required for the Debtor's
       compliance with U.S. securities laws; and

   (l) perform all other necessary legal services in connection
       with the Debtor's Chapter 11 case and other general
       corporate matters concerning the Debtor's business.

The Debtor will pay Milbank for its services in accordance with
the firm's standard hourly rates:

          Position                        Hourly Rate
          --------                        -----------
          Partners                        $600 - $850
          Of Counsel                      $590 - $715
          Associates & Senior Attorneys   $225 - $565
          Legal Assistants                $155 - $295

Mr. Barr assures the Court that Milbank does not represent and
will not represent any entity, other than the Debtor, in matters
related to its Chapter 11 case.

Mr. Barr, however, discloses that Milbank currently represents The
Bank of New York Company, Inc., the indenture trustee for the
Debtor's 10-1/8% Unsecured Senior Notes due November 1, 2004, and
Citibank, N.A., the indenture trustee for the Senior Secured
Floating Rate Notes due June 30, 2004, on matters unrelated to the
bankruptcy case.  Fees derived from Citibank matters represented
over 1% of Milbank's 2005 revenues.

According to Mr. Barr, Milbank has obtained a waiver from Bank of
New York and Citibank to allow it to represent the Debtor.

In the event the Debtor seeks advice with respect to an adversary  
proceeding in which either Bank is named as an adverse party or  
with respect to a challenge of the claims of the unsecured  
creditors for which the Banks act as trustee, Mr. Barr says  
the Debtor will retain conflicts counsel.

                   About Satelites Mexicanos

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.  
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on August 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SATELITES MEXICANOS: Court Rules on First 90-Day Fee Application
----------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York, ruled that each professional whose
retention has been approved by the Court may seek, in its first
request for compensation and reimbursement of expenses, payment
for work performed and reimbursement for expenses incurred during
the period beginning on the date of the professional's retention
and ending on Sept. 20, 2006.

The first 90-day fee application period will conclude on
Nov. 20, 2006.  However, if Satelites Mexicanos, S.A. de C.V.'s
Chapter 11 Plan of Reorganization becomes effective prior to that
date, each professional instead will have the time provided in the
Chapter 11 Plan to file a final application for compensation and
reimbursement of expenses.

                   About Satelites Mexicanos

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.  
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on Aug. 11, 2006 (Bankr.
S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at Milbank,
Tweed Hadley & McCloy LLP represents the Debtor in the U.S.
Bankruptcy proceedings.  Attorneys from Galicia y Robles, S.C.,
and Quijano Cortina Lopez y de la Torre give legal advice in the
Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC and
Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On Aug. 4, 2005, Satmex filed a petition, pursuant to Section 304
of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SECURITIZED ASSET: Moody's Rates Class B-5 Certificates at Ba2
--------------------------------------------------------------
Moody's Investors Service assigns an Aaa rating to the senior
certificates issued by Securitized Asset Backed Receivables LLC
Trust 2006-HE1 and ratings ranging from Aa2 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by Fremont Investment & Loan, Aegis
Mortgage Corporation, and Decision One Mortgage Company LLC
originated, adjustable-rate (83%) and fixed-rate (17%), subprime
mortgage loans acquired by Sutton Funding LLC.  The ratings are
based primarily on the credit quality of the loans and on
protection against credit losses provided by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
an interest-rate swap agreement and an interest-rate cap
agreement, both provided by Barclays Bank PLC. Moody's expects
collateral losses to range from 5.55% to 6.05%.

HomEq Servicing Corporation will service the loans. Moody's has
assigned HomEq its servicer quality rating of SQ1- as a servicer
of subprime mortgage loans.

These are the action made:

     * Securitized Asset Backed Receivables LLC Trust 2006-HE1

     * Mortgage Pass-Through Certificates, Series 2006-HE1

                    * Cl. A-1, Assigned Aaa
                    * Cl. A-2A, Assigned Aaa
                    * Cl. A-2B, Assigned Aaa
                    * Cl. A-2C, Assigned Aaa
                    * Cl. A-2D, Assigned Aaa
                    * Cl. M-1, Assigned Aa2
                    * Cl. M-2, Assigned A2
                    * Cl. M-3, Assigned A3
                    * Cl. B-1, Assigned Baa1
                    * Cl. B-2, Assigned Baa2
                    * Cl. B-3, Assigned Baa3
                    * Cl. B-4, Assigned Ba1
                    * Cl. B-5, Assigned Ba2

The Class A-1, Class B-4 and Class B-5 certificates were sold in
privately negotiated transactions without registration under the
Securities Act of 1933 under circumstances reasonably designed to
preclude a distribution thereof in violation of the Act.  The
issuance has been designed to permit resale under Rule 144A.


SILICON GRAPHICS: Court Approves Revised KPMG Hourly Rates
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York allowed Silicon Graphics, Inc., and its debtor-affiliates to
supplement and clarify its application to employ KPMG LLP, solely
with respect to the rates under which the firm will provide
accounting and audit services.

As reported in the Troubled Company Reporter on Aug. 24, 2006, the
Debtors and KPMG executed a revised engagement letter to
accurately reflect the firm's customary hourly rates.

The revised rates are:

       Professional                             Hourly Rate
       ------------                             -----------
       Partners/Directors                       $660 to $780
       Directors/Senior Managers/Managers       $495 to $750
       Senior/Staff Accountants                 $250 to $470
       Paraprofessionals                        $100 to $195

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  The Debtors' exclusive plan-filing
period will expire on Dec. 29, 2006, and its exclusive
solicitation period will expire on Feb. 28, 2007.  (Silicon
Graphics Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SILICON GRAPHICS: Wants to Enter Into Christensen Lease
-------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's approval
to enter into a lease with Christensen Holdings, L.P., for a
128,154 square feet of office space in a building located at
1140-1154 East Arques Avenue, in Sunnyvale, California.

As previously reported, the Debtors are required to vacate their
leases of nonresidential real property in Mountain View,
California, by Dec. 31, 2006.

After arm's-length negotiations, the Debtors reached an agreement
with Christensen, whereby, as landlord, Christensen grants
Silicon Graphics, Inc., a nonexclusive right to use outside areas
and certain common parking space of the property, Stephen A.
Youngman, Esq., at Weil, Gotshal & Manges LLP, in New York, tells
the Court.

The Lease term is for 60 months beginning on the commencement date
of the Lease, which is to be determined by the parties.  If the
Commencement Date has not occurred on or before Jan. 1, 2007, due
to Silicon Graphics' failure, then beginning that date, Silicon
Graphics must pay base rent and additional rent, Mr. Youngman
says.

Pursuant to the Lease, Silicon Graphics must pay to the Landlord,
in advance, on or before the first day of each calendar month of
the Term, without further notice and without offset or deduction,
monthly installments of:

                Month of Term               Base Rent
                -------------               ---------
                 1 through 12                $125,206
                13 through 24                 130,333
                25 through 36                 135,459
                37 through 48                 140,585
                49 through 60                 145,711

Silicon Graphics also agrees to pay as "Additional Rent" its
proportionate share of certain costs, specifically:

    (i) taxes and assessments;
   (ii) insurance costs;
  (iii) outside area expenses;
   (iv) maintenance and repair costs; and
    (v) management costs.

All utilities and other services furnished to Silicon Graphics or
the Premises will be paid directly by Silicon.

On or prior to October 5, 2006, Silicon Graphics will deposit
$920,400 with the Landlord as security for the performance of the
Lease.  On the third anniversary of the Commencement Date, and
upon the occurrence of certain conditions, the Security Deposit
will be reduced to $460,200.

The Landlord must maintain throughout the Term special form
insurance covering the Building for its full replacement cost and,
at its option, earthquake coverage.

Pursuant to the Lease, Silicon Graphics must maintain:

    (1) commercial general liability insurance covering the
        Premises, insuring Silicon Graphics, and naming the
        Landlord and its lenders as additional insureds against
        any liability arising out of the use of, occupancy, or
        maintenance of the Premises for a coverage of at least
        $2,000,000 per occurrence; and

    (2) a policy of special form insurance with standard coverage
        endorsement to the extent of the full replacement cost on
        all of its fixtures and equipment on the Premises, which
        proceeds must be used to repair or replace fixtures and
        equipment insured during the Term.

The parties agree to indemnify each other against and from, among
other things, any claims and expenses, which indemnification
obligations survive the termination of the Lease.

Furthermore, Mr. Youngman says, the occurrence of certain events
will constitute an "Event of Default" on the part of Silicon
Graphics, including its failure to:

    -- pay any installment of Base Rent or Additional Rent due for
       a period of three calendar days after written notice from
       the Landlord;

    -- restore the Security Deposit to the amount and within the
       requisite time period as provided by the Lease; and

    -- perform covenants or obligations under the Lease, which
       failure continues for 30 calendar days after the Landlord's
       written notice.

By an Event of Default, the Landlord may terminate the Lease and
recover from Silicon Graphics, among other things, unpaid rent
earned at the time of termination, other amounts necessary to
compensate the Landlord for Silicon Graphics' failure to perform,
and reasonable attorneys' fees.

Silicon Graphics will have the option to extend the initial Term
of the Lease for an additional five years with respect to the
Premises, on the same terms provided in the Lease, except that the
Base Rent payable will be 95% of the then fair market rental value
of the Premises.

                      Lease Must be Approved

Mr. Youngman asserts that entry into the Lease will enable the
Debtors to comply with the terms of a certain settlement agreement
with the Mountain View landlords and terminate their occupancy of
the Mountain View Leases without the risk of becoming a holdover
tenant.

Furthermore, the Premises will better serve the Debtors' office
space requirements.  The terms of the Lease are also more
favorable than the terms of the Mountain View Leases, Mr. Youngman
explains.

A full-text copy of an unexecuted copy of the Lease is available
for free at http://researcharchives.com/t/s?11b8

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  The Debtors' exclusive plan-filing
period will expire on Dec. 29, 2006, and its exclusive
solicitation period will expire on Feb. 28, 2007.  (Silicon
Graphics Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SOLO CUP: Moody's Junks Rating on $80 Million Senior Secured Loan
-----------------------------------------------------------------
Moody's Investors Service lowers Solo Cup Company's Corporate
Family Rating to B3 from B2.  Moody's also lowered ratings on Solo
Cup's second lien credit facility and senior subordinated notes
one notch to Caa1 and Caa2, respectively.  The rating on the first
lien credit facility remains unchanged at B2.  The ratings remain
on review for possible downgrade.

On Aug. 16, 2006 Moody's placed Solo Cup on review for possible
downgrade after the company announced that there would be a
temporary delay in filing financial statements with the U.S.
Securities and Exchange Commission and that it was undertaking an
internal review of certain accounting matters related to timely
recognition of certain customer credits, accounts payable and
accrued expenses, and the valuation of certain assets.  The review
was to cover fiscal periods commencing with the SF Holdings
transaction in February 2004 in which Solo Cup acquired Sweetheart
Cup Company.

Moody's believes that Solo Cup's integration of Sweetheart has
been less smooth than originally envisioned, with higher than
expected expenses owing to persistent duplicative costs.  The
integration of computer systems is behind Moody's prior
expectations, with the company indicating on its August 16
conference call that its new IT platform would be implemented
later than expected and that spending on the system has been a
factor in elevated expense levels.

For the quarter ended April 2, 2006 Solo Cup exhibited adjusted
total debt to trailing twelve months EBITDA of well over 6 times
and EBIT interest coverage of less than 1 times, after application
of Moody's standard adjustments for operating leases and pensions.  
These financial metrics are weak for the B2 rating category,
implying a low return on assets and an inability to cover interest
expense.  In combination with the uncertainty that has arisen as a
result of the failure to file financial statements and the need
for the review of accounting practices, the financial profile is
inconsistent with a B2 corporate family rating. Moody's took the
rating actions:

   -- Corporate Family Rating, lowered to B3 from B2

   -- $80 million senior secured second lien term loan due
      March 31, 2012, lowered to Caa1 from B3

   -- $325 million 8.5% subordinated notes due Feb. 15, 2014,
      lowered to Caa2 from Caa1

These ratings remain unchanged:

   -- $150 million senior secured revolving credit facility
      maturing Feb. 27, 2010, B2

   -- $638 mil. senior secured term loan B due Feb. 27, 2011, B2

The ratings remain on review for possible downgrade, pending the
outcome of the accounting review and the filing of financial
statements.  After the company files its financial statements,
Moody's will assess the company's historical and prospective
financial performance, leeway to operate under financial
covenants, and stability of its competitive profile.

Headquartered in Highland Park, Illinois, Solo Cup Company with
annual revenues of about $2.4 billion is one of the largest
domestic manufacturers of disposable paper and plastic food and
beverage containers used in the foodservice and retail consumer
markets.  Products include cups, lids, straws, napkins, cutlery,
and plates.


SOLOMON TECH: June 30 Balance Sheet Upside-Down by $2 Million
-------------------------------------------------------------
Solomon Technologies Inc. reported a $594,810 net loss on $7,547
of sales for the months ended June 30, 2006.

At June 30, 2006, the Company's balance sheet showed $771,283 in
total assets and $2,810,292 in total liabilities resulting in a
$2,039,009 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $101,061 in total current assets available to
pay $2,810,292 in total current liabilities coming due within
the next 12 months.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?11bb

                        Going Concern Doubt

UHY LLP, Hartford, Connecticut, raised substantial doubt about
Trans Energy's Inability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended Dec. 31, 2005.  The auditor pointed to the Company's
incurred significant recurring operating losses.

                         About Solomon Tech

Headquartered in Tarpon Springs, Florida, Solomon Technologies,
Inc. -- http://www.solomontechnologies.com-- manufactures  
electric power drive systems.  The Company also offers optional
generators for hybrid charging configurations, optional inverters
for AC applications, and a DC to DC charger.


SONIC CORP: Inks $775 Million Credit Agreement
----------------------------------------------
Sonic Corp., in connection with its modified "Dutch Auction"
tender offer, has signed a $775 million credit agreement with a
syndicate of financial institutions led by Banc of America
Securities LLC and Lehman Brothers Inc.

The Credit Agreement provides for a new senior secured credit
facility, which consists of a $100 million, five-year revolving
credit facility and a $675 million, seven-year term loan facility.

The proceeds of the term loan facility and a portion of the
revolving credit facility will be used to fund the purchase of
shares tendered in the tender offer, refinance certain of the
Company's existing indebtedness and pay the related fees and
expenses.

Funding under the Credit Agreement is subject to certain
conditions, including the condition that shares of the Company's
common stock have been accepted for payment in the tender offer.

Interest on loans under the new senior secured credit facility
will be payable at per annum rates equal to:

   (1) in the case of the revolving credit facility, initially,
       LIBOR plus 175 basis points and adjusting over time based
       upon the Company's leverage ratio; and

   (2) in the case of the term loan facility, initially, LIBOR
       plus 200 basis points and adjusting over time based upon
       the Company's credit ratings with Moody's Investors Service
       Inc.

The Company will pay a commitment fee on the unused portion of the
revolving credit facility, starting at .375% and adjusting over
time based upon the Company's leverage ratio.

After completion of the tender offer the Company may pursue a
refinancing of its new senior secured credit facility with a
securitized transaction and has engaged Lehman Brothers as its
sole structuring advisor to evaluate the securitized transaction.

Stockholders with questions or who would like additional copies of
the tender offer documents may call the information agent,
Georgeson Inc. at (866) 295-3782.  Banks and brokers may call
(212) 440-9800.

Headquartered in Oklahoma City, Oklahoma, Sonic Corp.,
(Nasdaq: SONC) -- http://www.sonicdrivein.com/-- operates and  
franchises the largest chain of drive-in restaurants in the United
States.  As of May 31, 2006, the company owned and operated 604
restaurants and franchised 2,525 restaurants in 33 U.S. States and
in Mexico with significant presence in the Southern and Midwestern
United States.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 16, 2006
Moody's Investors Service assigned a Ba3 corporate family rating
to Sonic Corp., in addition to assigning a Ba3 rating to the
company's proposed $775 million senior secured credit facility
consisting of a $100 million revolver and a $675 million term loan
B.  These are first-time ratings for Sonic following the Company's
announcement to finance a Dutch auction tender for approximately
$560 million in share repurchases and to refinance existing debt.

At the same time, a SGL-2 Speculative Grade Liquidity rating was
also assigned. The rating outlook is stable.


SOS REALTY: Court Extends Exclusive Plan-Filing Period to Dec. 7
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts in
Boston extended until Dec. 7, 2006, the period within which SOS
Realty LLC has the exclusive right to file a chapter 11 plan of
reorganization.  The Court also extended the Debtor's exclusive
period to solicit acceptances of that plan to Feb. 8, 2007.

The Debtor informs the Court that it has made a substantial
progress towards effective reorganization.  It has secured the
cooperation of its most vocal creditors, retained the services of
a general contractor and has also secured DIP financing, all in
order to complete construction of the building and parking space
project and generate funds to pay creditors from the sale of the
condominium units.

The extension will give the Debtor more time to formulate and
negotiate a successful plan of reorganization.

Based in West Roxbury, Massachusetts, SOS Realty LLC, owns a
condominium development known as the "Washington Grove
Condominiums."  The company filed for chapter 11 protection on
May 11, 2006 (Bankr. D. Mass. Case No. 06-11381).  Jennifer L.
Hertz, Esq., at Duane Morris LLP, represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been filed in the Debtor's case.  In its schedules
of assets and liabilities, it listed $12,009,000 in total assets
and $6,734,279 in total liabilities.


SOS REALTY: General Claims Bar Date Set on October 20
-----------------------------------------------------
The Honorable Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts in Boston set Oct. 20, 2006, at 4:30
p.m. Eastern Time, as the deadline for filing proofs of claim
arising before May 11, 2006, against SOS Realty LLC.

Creditors must file written proofs of claim, and those forms must
be delivered to:

           Clerk of the Bankruptcy Court
           District of Massachusetts
           1101 Thomas P. O'Neill Jr. Federal Building
           10 Causeway Street
           Boston, MA 02222

Governmental units have until Nov. 7, 2006, to file their proofs
of claim.

Based in West Roxbury, Massachusetts, SOS Realty LLC, owns a
condominium development known as the "Washington Grove
Condominiums."  The company filed for chapter 11 protection on
May 11, 2006 (Bankr. D. Mass. Case No. 06-11381).  Jennifer L.
Hertz, Esq., at Duane Morris LLP, represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been filed in the Debtor's case.  In its schedules
of assets and liabilities, it listed $12,009,000 in total assets
and $6,734,279 in total liabilities.


STEEL PARTS: Case Summary & 25 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Steel Parts Corp.
        39111 West Six Mile Road
        Livonia, MI 48152

Bankruptcy Case No.: 06-52972

Type of Business: The Debtor is a supplier of automatic
                  transmissions, suspension and steering
                  components and assemblies, and other
                  automotive parts.  See
                  http://www.steelparts.com/

Chapter 11 Petition Date: September 15, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Barbara Rom, Esq.
                  Hannah Mufson McCollum, Esq.
                  Pepper Hamilton LLP
                  100 Renaissance Center, 36th Floor
                  Detroit, MI 48243-1157
                  Tel: (313) 259-7110

Debtor's
Claims and
Noticing Agent:   The BMC Group, Inc.
                  77 West Wacker Drive
                  Suite 1400
                  Chicago, IL 60601
                  Tel: (312) 423-1400
                  Fax: (312) 276-4580
                  http://www.bmcgroup.com/

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 25 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Ford Resale Gibraltar Cleveland    Trade               $1,458,984
4310 East 49th Street
Cuyahoga Heights, OH 44125

Ford Resale Gibraltar Buffalo      Trade                 $690,941
1050 Military Road
Buffalo, NY 14217

Worthington Steel Co.              Trade                 $479,830
1152 Industrial Boulevard
Louisville, KY 40219

Tipton County Treasurer            Taxes                 $195,289
Court House
Tipton, IN 46072

Delphi Italy                       Trade                 $132,413
Via Enrigues, 37
57121 Livorno, Italy

Kenwal Steel                       Trade                 $121,700

Ford Resale Worthington            Trade                  $70,140

Gibraltar Strip Steel              Trade                  $67,203

Marshall Manufacturing             Trade                  $64,448

Valmac Industries Inc.             Trade                  $62,812

Custom Coating                     Trade                  $59,203

KPMG LLP                           Trade                  $45,685

Progress Tool & Die                Trade                  $38,683

Porter Wright Morris               Trade                  $36,137

Air Products and Chemicals         Trade                  $31,047

Baden Tax Management LLC           Trade                  $28,174

MC Manufacturing, LLC              Trade                  $24,249

Marsh USA, Inc.                    Trade                  $23,298

NCOC Inc.                          Trade                  $23,112

ALMCO, Inc.                        Trade                  $22,260

Orbis Division of Menasha Corp.    Trade                  $20,672

GM Worthington                     Trade                  $20,656

Greenwalt Sponsel & Co.            Trade                  $19,550

Haggard and Stocking Assoc.        Trade                  $18,932

Ford Resale Steel Tech.            Trade                   $3,144


STRUCTURED ASSET: Moody's Rates Class B2 Certificates at Ba2
------------------------------------------------------------
Moody's Investors Service assigns an Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
2006-BC2 and a ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by BNC Mortgage, Inc. (38%), People's
Choice Home Loans, Inc. (17%), Countrywide Home Loans, Inc. (11%),
and other mortgage lenders (34%, none individually originating
over 10%) originated, adjustable-rate (70%) and fixed-rate (30%),
subprime mortgage loans acquired by Lehman Brothers Holdings Inc.  
The ratings are based primarily on the credit quality of the loans
and on protection against credit losses by a subordination, excess
spread, and overcollateralization.  The ratings also benefit from
interest-rate swap and interest-rate cap agreements provided by
HSBC Bank USA, National Association.  After taking into account
the benefit from the mortgage insurance, Moody's expects
collateral losses to range from 4.60% to 5.10%.

Wells Fargo Bank, N.A., Countrywide Home Loans Servicing LP, and
JPMorgan Chase Bank, National Association will service the loans
and Wells Fargo Bank, N.A. will act as master servicer.  Moody's
has assigned JPMorgan its servicer quality rating of SQ1 as a
servicer of subprime mortgage loans. Moody's has assigned Wells
Fargo its servicer quality rating of SQ1 as a master servicer of
mortgage loans.


These are the complete ratings:

Structured Asset Securities Corporation

Mortgage Pass-Through Certificates, Series 2006-BC2

                     * Cl. A1, Assigned Aaa
                     * Cl. A2, Assigned Aaa
                     * Cl. A3, Assigned Aaa
                     * Cl. A4, Assigned Aaa
                     * Cl. M1, Assigned Aa1
                     * Cl. M2, Assigned Aa2
                     * Cl. M3, Assigned Aa3
                     * Cl. M4, Assigned A1
                     * Cl. M5, Assigned A2
                     * Cl. M6, Assigned A3
                     * Cl. M7, Assigned Baa1
                     * Cl. M8, Assigned Baa1
                     * Cl. M9, Assigned Baa2
                     * Cl. B1, Assigned Ba1
                     * Cl. B2, Assigned Ba2


TARGUS GROUP: Moody's Junks Rating on $85 Million Second-Lien Loan
------------------------------------------------------------------
Moody's Investors Service downgrades all ratings of Targus Group
International, Inc. including the first-lien secured bank loan to
B2 and the second-lien secured bank loan to Caa1.  The ratings
downgrades are prompted by the decline in operating margin over
the past year that has caused substantial deterioration in credit
metrics.  Operating profit has risen at a much slower pace than
revenue as the company has written off obsolete inventory, one of
the company's major customers (Office Depot) has transitioned to a
consignment relationship, and the company ended up paying for
unplanned air freight and repackaging costs in order to meet
retailer deadlines for new products.  The rating outlook is
revised to negative from stable.

These are the downgrades:

   -- $230 million first-lien secured bank facilities to B2 from
      B1,

   -- $85 million second-lien secured term loan to Caa1 from B3,

   -- Corporate family rating to B2 from B1.

The downgrade of the corporate family rating to B2 of Targus
reflects the decline in quantitative credit metrics that have
occurred since the November 2005 rating assignment of B1, when
Moody's expected that leverage would begin to improve in 2006.  
Certain qualitative credit metrics also have not proved as stable
as believed when ratings were originally assigned. Virtually all
key credit metrics, such as leverage, interest coverage, free cash
flow, and scale, are consistent with Caa characteristics.  EBIT
margin has deteriorated to B-rating levels and bargaining power
with customers has declined to Ba-rating levels over the previous
year. However, partially offsetting these risks are the revenue
diversity from a worldwide geographic footprint, three separate
distribution channels (retailers, original equipment
manufacturers, and computer distributors), and two major product
categories (notebook cases and computer accessories) and the
favorable growth trends for notebook cases and computer
accessories as global notebook computer unit sales continue to
rapidly increase.

The negative outlook recognizes Moody's concern that ratings could
decline over the next 12 to 18 months if operating performance,
free cash flow, and leverage remain weak.  Significant
deterioration in the company's currently adequate liquidity
position would also place downward pressure on the ratings.   
Ratings would decline if, over a reasonable period, debt to EBITDA
does not improve from levels currently in excess of 7 times,
outflows for cash interest expense, capital expenditures, and
working capital cause continued free cash flow deficits, or
liquidity declines such that the revolving credit facility is
utilized over an extended period.  Greater than expected downward
pricing pressure or inability to grow shipments at the same pace
as notebook computer shipments could also cause further downward
rating pressure.  Given the negative outlook, Moody's currently
believes that an upgrade is unlikely.  In Moody's opinion,
stabilization of ratings at current levels would require greater
financial flexibility as represented by working capital efficiency
improving to historical norms, achievement of break-even cash
flow, and a sustained reversal of weakening credit metrics such
that free cash flow to debt improves to positive low-single digit
figures, leverage falls toward 6 times, and EBIT completely covers
interest expense.

Targus Group International, Inc, headquartered in Anaheim,
California, designs, develops, and distributes notebook computer
cases and computer accessories.  The company sells its products to
original equipment manufacturers, third-party distributors, and
retailers worldwide.  Targus generated revenue of
$432 million for the twelve months ending June 30, 2006.


TELCORDIA TECH: Moody's Reviews Low-B Ratings and May Downgrade
---------------------------------------------------------------
Moody's Investors Service places ratings of Telcordia
Technologies, Inc. on review for possible downgrade.  The review
is prompted by the continued year over year declines in revenue
and EBITDA and a substantial reduction in liquidity since the
beginning of their fiscal year. Legacy operations systems support
revenue has declined faster than expected during the first six
months of the fiscal year while the ramp up in next generation
software business has been slower than expected.  The seasonal
decline in cash of over $100 million in the first two fiscal
quarters was greater than expected and of particular concern
although there is the expectation of significant cash inflows from
the receipt of life cycle program maintenance contract payments in
the fiscal 4th quarter.  The review could result in a ratings
decline of one or more notches.

The review will focus on:

   -- declining cash flow from operations including the amount and
      timing of one time items;

   -- the competitive landscape and outlook for various product
      lines;

   -- recently completed and further planned headcount reductions
      and associated severance costs;

   -- timing and amount of future LCP payments; and,

   -- short and medium term sources of liquidity.

Ratings under review for downgrade include:

     * $100 million senior secured revolving credit facility
       maturing 2011 rated at B1

     * $570 million senior secured term loan maturing 2012 rated
       at B1

     * $300 million senior subordinated notes due 2013 rated at
       B3

     * Corporate Family Rating of B1

Telcordia Technologies Inc. is a major provider of operations
systems support software and network systems products for
telecommunications providers.  The company is headquartered in
Piscataway, New Jersey.


TRIMARAN CLO: Moody's Rates $12 Million Class B-2L Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigns ratings to Notes issued by
TRIMARAN CLO VI LTD.  Moody's assigns these ratings:

   -- Aaa to the $201,000,000 Class A-1L Floating Rate Notes Due
      November 2018 and to the up to $25,000,000 Class A-1LR
      Floating Rate Revolving Notes Due November 2018;

   -- Aa2 to the $16,000,000 Class A-2L Floating Rate Notes Due
      November 2018;

   -- A2 to the $19,000,000 Class A-3L Floating Rate Notes Due
      November 2018;

   -- Baa2 to the $10,000,000 Class B-1L Floating Rate Notes
      Due November 2018; and

   -- Ba2 to the $12,000,000 Class B-2L Floating Rate Notes
      Due November 2018.

Moody's ratings of these notes address the ultimate cash receipt
of all required interest and principal payments required by the
governing documents and are based on the expected losses posed to
holders of notes relative to the promise of receiving the present
value of such payments.

The ratings reflect Moody's evaluation of the underlying
collateral as of the Closing Date, the transaction's structure,
and the draft legal documentation. This cash-flow CLO is managed
by Trimaran Advisors, LLC.

This transaction, underwritten by Bear, Stearns & Co. Inc., is a
securitization of primarily U.S. dollar denominated senior secured
bank loans.


TRANS ENERGY: Terminates HJ & Associates as Principal Auditors
--------------------------------------------------------------
Trans Energy, Inc., terminated the services of HJ & Associates,
LLC as its certifying accountant.

The Company disclosed that HJ & Associates, has served as the
certifying accountant for its financial statements from its
inception.  From the date on which HJ & Associates was engaged
until the date HJ & Associates was terminated, there were no
disagreements with HJ & Associates on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure.

                 Engagement of Malone & Bailey

The Company also disclosed that it entered into an engagement
letter with Malone & Bailey, PC to assume the role of its new
certifying accountant.  Malone & Bailey, PC has been asked to
audit the year ended Dec. 31, 2006.  During the two most recent
fiscal years and the subsequent interim periods prior to the
engagement of Malone & Bailey, PC, the Registrant did not consult
with Malone & Bailey, PC with regard to:

    (i) the application of accounting principles to a specified
        transaction, either completed or proposed; or the type of
        audit opinion that might be rendered on the Company's
        financial statements; or

   (ii) any matter that was either the subject of a disagreement
        or a reportable event.

The decision to change principal auditors and the engagement of
the new principal auditor was recommended and approved by the
Company's Board of Directors.

Trans Energy, Inc., -- http://www.transenergy.com-- has been in  
the business of production, transportation, transmission, sales
and marketing of oil and natural gas in the Appalachian and Powder
River basins since 1993.  With interests in West Virginia, Ohio,
Pennsylvania, Virginia, Kentucky, New York, and Wyoming; Trans
Energy and its subsidiaries own and operate oil and gas wells, gas
transmission lines, transportation systems and well construction
equipment and services.

                      Going Concern Doubt

HJ & Associates, LLC, in Salt Lake City, Utah, raised substantial
doubt about Trans Energy Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's losses from operations, accumulated deficit and
working capital deficit.


UNITED INVESTORS: Equity Deficit Widens to $4.3 Mil. at June 30
---------------------------------------------------------------
United Investors Growth Properties reported a $152,000 net loss on
$229,000 of net revenues for the three months ended June 30, 2006,
compared to a $93,000 net loss on $210,000 of net revenues in
2005, the Company disclosed in its second quarter financial
statements on Form-10QSB to the Securities and Exchange
Commission.

At June 30, 2006, the Company's balance sheet showed $2,989,000 in
total assets and $5,378,000 in total liabilities, resulting in a
$4,380,189 stockholders' deficit.  The Company's total
stockholders' deficit at March 31, 2006, stood at $2,237,000.

At June 30, 2006, the Company had cash and cash equivalents of
approximately $86,000 compared to approximately $98,000 in.  Cash
and cash equivalents decreased approximately $49,000 from Dec. 31,
2005, due to approximately $89,000 and $17,000 of cash used in
investing and financing activities, respectively, partially offset
by approximately $57,000 of cash provided by operating activities.

Cash used in financing activities consisted of principal payments
made on the mortgage encumbering the investment property slightly
offset by an advance received from an affiliate.  Cash used in
investing activities consisted of property improvements and
replacements and net deposits to restricted escrows.  The Company
invests its working capital reserves in interest bearing accounts.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?11b0

                        Going Concern Doubt

Ernst & Young LLP expressed substantial doubt about United
Investors' ability to continue as a going concern after it audited
the Company's financial statements for the fiscal year ended
Dec. 31, 2005.  The auditing firm pointed to the Company's
recurring operating losses and suffers from inadequate liquidity.

Headquartered in Greenville, South Carolina, United Investors
Growth Properties was established in 1988 to invest in and operate
residential and commercial real estate. The firm's general partner
and manager, United Investors Real Estate, is a subsidiary of
multifamily real estate giant AIMCO.  The firm held a portfolio of
about five residential and retail properties, but sold or lost
most of those asset through foreclosure.  The partnership now owns
and manages one Memphis apartment community with about 140
individual units.  AIMCO and its affiliates own 36% of United
Investors Growth Properties.


VISIPHOR CORP: Inks Software OEM Agreement with Civica
------------------------------------------------------
Visiphor Corporation entered into a software OEM Agreement with
Civica Software.  The companies will jointly deliver new software
products, the first being InForce Connect.  This product provides
a combination of Visiphor's federated query capability with
Civica's electronic bulletin system to public safety officials.  
InForce Connect is the latest addition to Visiphor's Briyante
Integration Environment family of solutions for Law Enforcement
and Justice.  Visiphor and Civica have complimentary software
offerings and under this agreement, they will market each other's
software products.

"We see great synergy and business opportunity from our new
business relationship with Civica," said Roy Trivett, president
and CEO of Visiphor.  "Our customers will now have continuous,
real-time access to news and alerts across an entire region of
agencies. This breakthrough is accomplished despite the fact that
the agencies are supported by a variety of disparate information
technologies."

"Local government agencies want to share information securely over
the internet," said Martin Alper, Chairman Civica Software.  "The
value of our Web products are significantly enhanced by their
integration into Visiphor's rapidly deployable data sharing
networks.  The solution is technologically advanced, yet
affordable and simple to operate."

                         Debt Settlement

The Company also completed the debt settlement of $413,337 in debt
owing to two non-arms length parties through the issuance of
918,525 Common Shares at $0.45 per share.  The common shares are
subject to a hold period that expires on Dec. 31, 2006.

                          About Civica

Headquartered in Newport Beach, California, Civica Software, a
division of Pixelpushers, Inc., builds e-government solutions,
ranging from government intranets to full Website content
management.  As a core offering, the CrimeConnect software
solution is a secure Web-based tactical crime information sharing
system that enables multiple jurisdictions to share information on
a real-time basis.  Civica also distributes PlateScan, a powerful
license plate recognition system for stationary or vehicle-mounted
cameras, identifying stolen vehicles, etc.

                          About Visiphor

Based in Burnaby, British Columbia, Visiphor Corporation (OTCBB:
VISRF; TSX-V: VIS; DE: IGYA) -- http://www.imagistechnologies.com/
-- fka Imagis Technologies Inc, specializes in developing and
marketing software products that enable integrated access to
applications and databases.  The company also develops solutions
that automate law enforcement procedures and evidence handling.
These solutions often incorporate Visiphor's proprietary facial
recognition algorithms and tools.  Using industry standard "Web
Services", Visiphor delivers a secure and economical approach to
true, real-time application interoperability.  The corresponding
product suite is referred to as the Briyante Integration
Environment.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 24, 2005,
KPMG LLP expressed substantial doubt about Visiphor's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.
The auditing firm pointed to the Company's recurring losses from
operations, deficiency in operating cash flow and deficiency in
working capital.


WELD WHEEL: Hires Silverman Consulting as Turnaround Consultants
----------------------------------------------------------------
The Honorable Jerry W. Venters of the U.S. Bankruptcy Court for
the Western District of Missouri in Kansas City authorized Weld
Wheel Industries, Inc., and its debtor-affiliates to retain
Silverman Consulting as their turnaround consultant.

The Debtors selected Silverman as its turnaround consultants
because of the firm's extensive experience providing advisory
services to financially-distressed companies.

Silverman is expected to:

     a) assist in the Debtors' sale of substantially all of their
        assets;

     b) assist as directed in implementing actions that may be
        required to support the Debtors' efforts, through
        communications with the Debtors' various stakeholders.
        Silverman will, as requested, assist and direct
        negotiations involving the Debtors' present lenders, and
        as necessary, landlords, vendors and others.

     c) provide other services to which Silverman and the Debtors
        may agree.

The Debtors disclose that Silverman's compensation will be subject
to the ultimate allowance by the Court and upon the availability
of sufficient assets and funds in the estates.

Craig R. Graff, at Silverman Consulting, assures the Court that
his firm does not hold or represent any interest adverse to the
estates and is a "disinterested persons," as that term is defined
in Section 101(14) of the Bankruptcy Code.

Weld Wheel Industries, Inc. -- http://www.weldracing.com/--   
manufactures forged alloy wheels to enhance the performance and
appearance of racecars, off-road trucks, luxury pickups, SUV's,
premium motorcars, customs, hot rods, and motorcycles.  Weld Wheel
and its two debtor-affiliates filed for Chapter 11 protection on
Aug. 17, 2006 (Bankr W.D. Mo. Case No. 06-42105). Cynthia Dillard
Parres , Esq., and Laurence M. Frazen, Esq., at Bryan Cave LLP,
represents the Debtors.  The Official Committee of Unsecured
Creditors has selected Spencer Fane Britt & Browne LLP as counsel.  
When the  Debtor sought protection from its creditors, it
estimated its assets and debts at $10 to $50 million.


WELD WHEEL: White Oak to Assist in Asset Sale as Investment Banker  
------------------------------------------------------------------
The Honorable Jerry W. Venters of the U.S. Bankruptcy Court for
the Western District of Missouri in Kansas City authorized Weld
Wheel Industries, Inc., and its debtor-affiliates to retain White
Oak Capital Advisors LLC as their Investment Banker.

The Debtors sought to retain White Oak because of the firm's
extensive experience in the marketing and sale of businesses and
its familiarity with the Debtors' financial affairs.  White Oak
has also provided investment banking services to the Debtors prior
to their bankruptcy filing, including the solicitation of a
"stalking horse" purchase offer from Platinum Equity Advisors,
Inc., the negotiation of the purchase contract and the
documentation of a binding purchase agreement with Platinum Equity
for the purchase of substantially all of the Debtors' assets.

In this engagement, White Oak will:

     a) solicit higher and better offers for the Debtors' assets
        than that made by Platinum Equity;

     b) provide on a timely basis any information relevant to the
        sale of the Debtors' assets to Debtors and these parties;

           -- PNC Bank, National Association and its
              professionals; and

           -- The Official Committee of Unsecured Creditors and
              its professionals.

     c) contact prospective buyers on the Debtors' behalf and
        arrange for and orchestrate meetings between these
        prospects and Debtors;

     d) assist Debtors in preparing confidential memoranda
        describing the Debtors' assets and preparing such analyses
        and data as requested by prospects;

     e) work with Debtors' legal counsel and other retained
        professionals as necessary as requested by Debtors;

     f) market the Debtors' assets in a time frame acceptable to
        Debtors, PNC and the Committee;

     g) assist in all negotiations and in all document review as
        reasonably requested by Debtors; and

     h) assist in the closing of a Transaction with Platinum
        Equity or such other party that makes a higher and better
        offer.

The Debtors will pay White Oak a success fee based on the gross
proceeds realized from a sale of substantially all of their
assets.  Based on the purchase contract between the Debtors' and
Platinum Equity, the amount of the success fee will not be less
than $485,000.

Murray Lessinger, at White Oak, assures the Court that his firm
does not hold or represent any interest adverse to the Debtors or
their estates.

Weld Wheel Industries, Inc. -- http://www.weldracing.com/--   
manufactures forged alloy wheels to enhance the performance and
appearance of racecars, off-road trucks, luxury pickups, SUV's,
premium motorcars, customs, hot rods, and motorcycles.  Weld Wheel
and its two debtor-affiliates filed for Chapter 11 protection on
Aug. 17, 2006 (Bankr W.D. Mo. Case No. 06-42105). Cynthia Dillard
Parres , Esq., and Laurence M. Frazen, Esq., at Bryan Cave LLP,
represents the Debtors.  The Official Committee of Unsecured
Creditors has selected Spencer Fane Britt & Browne LLP as counsel.  
When the  Debtor sought protection from its creditors, it
estimated its assets and debts at $10 to $50 million.


WESCO AIRCRAFT: S&P Rates Proposed $165 Million Senior Loan at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to aerospace supplier Wesco Aircraft Hardware Corp.
The outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and '2' recovery rating, indicating substantial (80%-100%)
recovery of principal in the event of a payment default, to the
company's proposed $510 million first-lien credit facilities
consisting of:

   * a $75 million senior secured revolving credit facility; and
   * a $435 million senior secured term loan.

Standard & Poor's also assigned its 'B-' bank loan rating and '5'
recovery rating, indicating negligible (0-25%) recovery of
principal in the event of a payment default, to the firm's
proposed $165 million senior secured second-lien term loan.

"The corporate credit rating on Wesco reflects high debt leverage,
weak cash flow protection measures, modest scale of operations
[sales about $360 million for the 12 months ended June 30, 2006],
and risks associated with cyclical demand for commercial aircraft,
the company's largest end market," said Standard & Poor's credit
analyst Roman Szuper.

"This more than offsets the firm's position as a leading
distributor of small aerospace components and good profit
margins."

The rating also incorporates expectations that Wesco will employ
its free cash flow to reduce its high debt level.

The Carlyle Group, one of the world's largest private equity
firms, is acquiring a majority interest in Valencia, California-
based Wesco, with the balance to be held by current management.

Pro forma for the transaction, the company's financial profile
will be highly leveraged (financial information is not publicly
disclosed as Wesco is a private entity).  Internal cash flow
generation will likely be limited by working capital (especially
inventory) requirements to support growth of the business.  A
gradual, albeit steady, debt reduction is anticipated, which
should improve key credit protection measures to levels
appropriate for the rating.

Commercial aircraft manufacturing is Wesco's largest end market,
accounting for about two-thirds of sales.  The sector's long-term
growth prospects are generally favorable, supported by an expected
global economic growth and the need to replace older planes.
Wesco's stability is enhanced by sales to the military sector
(about one-third) and a broad customer base.

Wesco is the leading distributor (15%-20% market share) of high-
volume, low-cost (generally priced below $250 per unit) aerospace
parts, such as fasteners, rivets, nuts, bolts, screws, and clamps.
These, known as "C class" components, comprise about 90% of the
firm's sales.  The company also provides supply chain management
services, including just-in-time.

A generally favorable market environment, efficient operations,
and a commitment to debt reduction should gradually strengthen the
company's financial profile to a level appropriate for the rating.
An outlook revision to either positive or negative is not likely
in the near term.


WEST HILLS: Files Schedules of Assets and Liabilities
-----------------------------------------------------
West Hills Park Joint Venture and its debtor-affiliates delivered
to the U.S. Bankruptcy Court for the Southern District of Texas
their schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets           Liabilities
     ----------------              ------           -----------
  A. Real Property               $30,615,000
  B. Personal Property           $18,714,717
  C. Property Claimed
     as Exempt
  D. Creditors Holding                              $27,285,898
     Secured Claims                                
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                 $444,837
     Unsecured Nonpriority
     Claims
                                 -----------        -----------
     Total                       $49,329,717        $27,730,735

Headquartered in Montgomery, Texas, West Hills Park Joint Venture
filed its chapter 11 protection on Aug. 17, 2006 (Bankr. S.D. Tx
Case No. 06-33996).  Lawrence J. Maun, Esq. at Lawrence J. Maun,
P.C., represents the Debtors in its restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtor's bankruptcy proceedings.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 Million to 50 Million.


ZOOMERS HOLDING: Hires Trenam Kemker as Bankruptcy Counsel
----------------------------------------------------------
The Honorable Alexander L. Paskay of the U.S. Bankruptcy Court for
the Middle District of Florida in Fort Myers authorized Zoomers
Holding Company, LLC, to retain Richard J. McIntyre, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A., as
its counsel.

In this engagement, Mr. McIntyre will:

     a) give the Debtor legal advice with respect to its powers
        and duties, as a debtor-in-possession, in the continued
        operation of its business and management of its property;

     b) take necessary actions to recover any avoidable transfers
        and to avoid any liens against the Debtor's property
        obtained within 90 days of the filing of the Petition in
        Chapter 11, and at a time when Debtor was insolvent;

     c) enjoin or stay any and all suits against the Debtor
        affecting its ability to continue in business or affecting
        property in which the Debtor has equity;

     d) represent the Debtor in all adversary suits, contested
        matters and matters involving administration of its
        Chapter 11 case, whether brought in federal or state
        court;

     e) prepare on behalf of Debtor necessary petitions, answers,
        orders, reports, and other legal papers;

     f) represent the Debtor in any negotiations with potential
        financing sources, and to prepare any contracts, security
        instruments, or other documents necessary to obtain
        financing;

     g) represent the Debtor in significant litigation; and

     h) perform all other necessary and appropriate legal services
        for the Debtor

Ronald Heromin, the Debtor's member has agreed to pay out of his
Own personal monies, the sum of $15,000 to Trenam Kemker as a
postpetition retainer.  To secure the fees of the Debtor to the
firm, Ronald and Deirdre Heromin will also provide the firm with
mortgages upon real property they own.

To the best of Debtor's knowledge, Trenam Kemker represents no
interest adverse to Debtor or the Estate and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.  

Headquartered in Osprey, Florida, Zoomers Holding Company, LLC,
filed for chapter 11 protection on Apr. 28, 2006 (Bankr. M.D. Fla.
Case No. 06-02008).  No Official Committee of Unsecured Creditors
has been appointed in this case.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


* Bankruptcy Attorneys at Traub Bonacquist Join Dreier LLP
----------------------------------------------------------
Dreier LLP has disclosed that all of the attorneys of Traub,
Bonacquist & Fox LLP, a leading New York bankruptcy and corporate
restructuring firm, have joined Dreier LLP.

The acquisition adds a marquee bankruptcy and distressed
business/asset transactional practice to Dreier LLP's existing
bankruptcy and corporate reorganization capabilities.

Paul R. Traub, Esq., Steven E. Fox, Esq., Susan F. Balaschak,
Esq., Maura I. Russell, Esq., and Wendy G. Marcari, Esq., join
Dreier LLP as partners.  Anthony B. Stumbo, Esq., Brett J. Nizzo,
Esq., and Kristin Lamar, Esq., join as associates.

Mr. Traub, the founding member and managing partner of Traub,
Bonacquist & Fox LLP, will co-chair Dreier LLP's Bankruptcy and
Corporate Reorganization practice with Norman N. Kinel.  Mr. Kinel
has led the Firm's bankruptcy practice since joining Dreier LLP in
2003.

"The Traub Group enjoys an extraordinary reputation in the
bankruptcy bar for its results and expertise," stated Marc S.
Dreier, Managing Partner of Dreier LLP.  "We are delighted and
very fortunate to have Paul and his team join us.  The breadth of
their experience and distressed business/asset transactional
expertise is a great complement to our present capabilities in
bankruptcy and reorganization."

"Joining Dreier LLP enables us to provide our clients with the
resources, relationships and wide-ranging capabilities of a full
service law firm," Mr. Traub stated.  "We also share Marc Dreier's
vision of a cutting edge, entrepreneurial firm that applies
creative thinking to client issues."

Mr. Kinel stated that "the addition of Paul Traub and his
colleagues is an exciting move forward for Dreier LLP.  The
combination of attorneys gives us a department of virtually
unlimited ability to handle bankruptcy related representations of
any size or complexity throughout the country."

The Traub Group focuses on insolvency and corporate restructuring,
debtor and creditor rights, strategic asset acquisitions and
dispositions, distressed financings, and bankruptcy-related
litigation.  Mr. Traub is a recognized leader in structuring and
implementing strategic business and/or asset disposition
transactions across a variety of industry lines.

Members of the Group have performed transactional work in dozens
of cases with sellers, purchasers, lenders and secured and
unsecured creditors of financially troubled companies in non-
judicial restructurings and Chapter 11 reorganizations throughout
the United States and Canada.

Among other engagements, the Traub Group has represented strategic
purchasers and sellers of assets in: joan & david (Chapter 11, New
York, NY), Rhodes, Inc. (Chapter 11, Atlanta, GA), Quality Stores,
Inc. (Chapter 11, Grand Rapids, MI), Bonus Stores, Inc. (Chapter
11, Wilmington, DE), Party America, Inc. (Chapter 11, Los Angeles,
CA), Shoe Corporation of America, Inc. (Chapter 11, Columbus, OH),
and WSS Media, Inc. (Minneapolis, MN). In addition, the Traub
Group has been engaged for its distressed asset disposition
expertise by secured creditors in Mastercraft Interiors, Ltd.
(Chapter 11, Greenbelt, MD), Hechinger's Investment Company, Inc.
(Chapter 11, Wilmington, DE), Gadzooks, Inc. (Chapter 11, Dallas,
TX), among numerous others.

Members of the Group have served as lead counsel to official and
unofficial creditors' committees, official equity committees,
retiree committees, debtors and post-confirmation committees and
trustees in complex Chapter 11 cases.  They have been involved in
bankruptcies and reorganizations in the retail, healthcare,
manufacturing, distribution, utilities, telecommunications,
technology, real estate, airline, and entertainment industries,
among others.

Representative matters include the representation of: official
committees in Kmart Corporation (Chapter 11, Chicago, IL), FAO
Schwarz, Inc. (Chapter 11, Wilmington, DE), Zany Brainy, Inc.
(Chapter 11, Wilmington, DE), KB Toys, Inc. (Chapter 11,
Wilmington, DE), Moltech Power Systems, Inc. (Chapter 11,
Gainesville, FL); debtors in Le Gourmet Chef, Inc. (Chapter 11,
Newark, NJ), Jacobson Stores Inc. (Chapter 11, Detroit, MI), TW,
Inc., f/k/a Nobody Beats the Wiz, Inc. (Chapter 11, Wilmington,
DE), Chaffin Acquisition Corp., d/b/a Gibson's Discount Stores
(Dodge City, KS), and JumboSports, Inc. (Chapter 11, Tampa, FL);
and secured creditors in Goody's Family Clothing, Inc. (Knoxville,
TN), Mastercraft Interiors, Ltd. (Chapter 11, Greenbelt, MD),
Hechinger's Investment Company, Inc. (Chapter 11, Wilmington, DE),
and Bag 'n Baggage, Ltd. (Chapter 11, Dallas, TX).

                          About Dreier LLP

Dreier LLP was represents a wide range of institutional,
entrepreneurial and individual clients in diverse sectors of
financial, industrial and service oriented markets.  The firm's
principal practices are commercial litigation, real estate,
bankruptcy and corporate reorganization, employment law, corporate
and securities, entertainment and intellectual property. T

The firm's affiliate, Schlesinger Gannon & Lazetera LLP, has an
extensive practice in the area of trusts and estates law.  Pitta &
Dreier LLP is an affiliate which specializes in labor law, and
Pitta, Bishop, Del Giorno & Dreier LLP specializes in government
relations.

In the ten years since its founding, Dreier LLP has grown to a
firm of more than 100 attorneys, with its principal office at 499
Park Avenue in Manhattan, and additional offices in Los Angeles,
Albany and Stamford, Connecticut.


* BOND PRICING: For the week of September 11 -- September 15, 2006
------------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  01/15/04     1
ABC Rail Product                     10.500%  12/31/04     1
Adelphia Comm.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     1
Adelphia Comm.                        7.500%  01/15/04    58
Adelphia Comm.                        7.750%  01/15/09    60
Adelphia Comm.                        7.875%  05/01/09    56
Adelphia Comm.                        8.125%  07/15/03    60
Adelphia Comm.                        8.375%  02/01/08    60
Adelphia Comm.                        9.250%  10/01/02    59
Adelphia Comm.                        9.375%  11/15/09    62
Adelphia Comm.                        9.500%  02/15/04    54
Adelphia Comm.                        9.875%  03/01/05    55
Adelphia Comm.                        9.875%  03/01/07    59
Adelphia Comm.                       10.250%  06/15/11    63
Adelphia Comm.                       10.250%  11/01/06    58
Adelphia Comm.                       10.500%  07/15/04    58
Adelphia Comm.                       10.875%  10/01/10    60
Allegiance Tel.                      11.750%  02/15/08    45
Allegiance Tel.                      12.875%  05/15/08    48
Amer & Forgn Pwr                      5.000%  03/01/30    67
Amer Color Graph                     10.000%  06/15/10    70
Ames Dept. Stores                    10.000%  04/15/06     0
Antigenics                            5.250%  02/01/25    64
Anvil Knitwear                       10.875%  03/15/07    69
Armstrong World                       6.350%  08/15/03    67
Armstrong World                       6.500%  08/15/05    68
Armstrong World                       7.450%  05/15/29    65
Armstrong World                       9.000%  06/15/04    66
At Home Corp.                         4.750%  12/15/06     0
ATA Holdings                         12.125%  06/15/10     2
Autocam Corp.                        10.875%  06/15/14    61
Avado Brands Inc                     11.750%  06/15/09     1
Bank New England                      8.750%  04/01/99     4
Bank New England                      9.500%  02/15/96    11
BBN Corp                              6.000%  04/01/12     0
Big V Supermarkets                   11.000%  02/15/04     0
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    56
Calpine Corp                          4.000%  12/26/06    25
Calpine Corp                          4.750%  11/15/23    49
Calpine Corp                          6.000%  09/30/14    39
Calpine Corp                          7.625%  04/15/06    73
Calpine Corp                          7.750%  04/15/09    74
Calpine Corp                          7.750%  06/01/15    35
Calpine Corp                          7.875%  04/01/08    74
Calpine Corp                          8.500%  02/15/11    51
Calpine Corp                          8.625%  08/15/10    52
Calpine Corp                          8.750%  07/15/07    73
Calpine Corp                         10.500%  05/15/06    74
Cell Therapeutic                      5.750%  06/15/08    58
Charter Comm Hld                     10.000%  05/15/11    71
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                   9.920%  04/01/14    66
CIH                                  10.000%  05/15/14    65
CIH                                  11.125%  01/15/14    67
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     8
Color Tile Inc                       10.750%  12/15/01     0
Columbia/HCA                          7.500%  11/15/95    69
Comcast Corp                          2.000%  10/15/29    39
Comprehens Care                       7.500%  04/15/10    65
Cray Research                         6.125%  02/01/11     5
Curagen Corp                          4.000%  02/15/11    73
Dal-Dflt09/05                         9.000%  05/15/16    24
Dana Corp                             5.850%  01/15/15    71
Dana Corp                             7.000%  03/15/28    74
Delco Remy Intl                       9.375%  04/15/12    58
Delco Remy Intl                      11.000%  05/01/09    62
Delphi Trust II                       6.197%  11/15/33    67
Delta Air Lines                       2.875%  02/18/24    24
Delta Air Lines                       7.541%  10/11/11    38
Delta Air Lines                       7.700%  12/15/05    24
Delta Air Lines                       7.900%  12/15/09    24
Delta Air Lines                       8.000%  06/03/23    26
Delta Air Lines                       8.270%  09/23/07    75
Delta Air Lines                       8.300%  12/15/29    25
Delta Air Lines                       8.540%  01/02/07    73
Delta Air Lines                       9.200%  09/23/14    73
Delta Air Lines                       9.250%  03/15/22    24
Delta Air Lines                       9.375%  09/11/07    63
Delta Air Lines                       9.750%  05/15/21    23
Delta Air Lines                       9.875%  04/30/08    68
Delta Air Lines                      10.000%  06/01/11    58
Delta Air Lines                      10.000%  06/05/13    74
Delta Air Lines                      10.000%  08/15/08    26
Delta Air Lines                      10.060%  01/02/16    73
Delta Air Lines                      10.080%  06/16/07    65
Delta Air Lines                      10.125%  05/15/10    26
Delta Air Lines                      10.375%  02/01/11    24
Delta Air Lines                      10.375%  12/15/22    22
Deutsche Bank NY                      8.500%  11/15/16    68
Dov Pharmaceutic                      2.500%  01/15/25    57
Dura Operating                        8.625%  04/15/12    73
Dura Operating                        9.000%  05/01/09    16
Dura Operating                        9.000%  05/01/09    59
Duty Free Int'l                       7.000%  01/15/04     0
Dyersburg Corp                        9.750%  09/01/07     0
Eagle-Picher Inc                      9.750%  09/01/13    74
Encysive Pharmac                      2.500%  03/15/12    74
Epix Medical Inc.                     3.000%  06/15/24    70
Fedders North AM                      9.875%  03/01/14    70
Federal-Mogul Co.                     7.375%  01/15/06    56
Federal-Mogul Co.                     7.500%  01/15/09    58
Federal-Mogul Co.                     8.160%  03/06/03    50
Federal-Mogul Co.                     8.330%  11/15/01    58
Federal-Mogul Co.                     8.370%  11/15/01    53
Federal-Mogul Co.                     8.800%  04/15/07    58
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         7.125%  11/15/25    75
Ford Motor Co                         7.400%  11/01/46    75
Ford Motor Co                         7.700%  05/15/97    74
GB Property Fndg                     11.000%  09/29/05    51
Graftech Intl                         1.625%  01/15/24    74
Gulf Mobile Ohio                      5.000%  12/01/56    73
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    36
Home Prod Intl                        9.625%  05/15/08    67
Inland Fiber                          9.625%  11/15/07    65
Insight Health                        9.875%  11/01/11    48
Iridium LLC/CAP                      10.875%  07/15/05    25
Iridium LLC/CAP                      11.250%  07/15/05    26
Iridium LLC/CAP                      13.000%  07/15/05    23
Iridium LLC/CAP                      14.000%  07/15/05    26
Isolagen Inc.                         3.500%  11/01/24    72
K&F Industries                        9.625%  12/15/10    70
Kaiser Aluminum                       9.875%  02/15/02    33
Kaiser Aluminum                      12.750%  02/01/03    10
Kellstrom Inds                        5.500%  06/15/03     0
Kitty Hawk Inc                        9.950%  11/15/04     2
Kmart Corp                            8.540%  01/02/15    28
Kmart Corp                            8.990%  07/05/10     4
Kmart Corp                            9.350%  01/02/20    12
Kmart Funding                         8.800%  07/01/10    30
Liberty Media                         3.750%  02/15/30    56
Liberty Media                         4.000%  11/15/29    63
Lifecare Holding                      9.250%  08/15/13    75
Macsaver Financl                      7.400%  02/15/02     4
Macsaver Financl                      7.600%  08/01/07     3
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    66
Merrill Lynch                        10.000%  08/15/12    72
Movie Gallery                        11.000%  05/01/12    66
MSX Int'l Inc.                       11.375%  01/15/08    70
Muzak LLC                             9.875%  03/15/09    56
New Orl Grt N RR                      5.000%  07/01/32    66
Northern Pacific RY                   3.000%  01/01/47    56
Northern Pacific RY                   3.000%  01/01/47    56
Northwest Airlines                    6.625%  05/15/23    48
Northwest Airlines                    7.248%  01/02/12    20
Northwest Airlines                    7.625%  11/15/23    48
Northwest Airlines                    7.875%  03/15/08    50
Northwest Airlines                    8.700%  03/15/07    47
Northwest Airlines                    8.875%  06/01/06    48
Northwest Airlines                    9.179%  04/01/10    23
Northwest Airlines                    9.875%  03/15/07    51
Northwest Airlines                   10.000%  02/01/09    49
Northwest Airlines                   10.500%  04/01/09    50
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    68
Oakwood Homes                         8.125%  03/01/09     7
Oscient Pharm                         3.500%  04/15/11    68
OSU-Dflt10/05                        13.375%  10/15/09     0
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     0
Outboard Marine                      10.750%  06/01/08     4
Overstock.com                         3.750%  12/01/11    74
Owens Corning                         7.000%  03/15/09    57
Owens Corning                         7.500%  05/01/05    56
Owens Corning                         7.500%  08/01/18    57
Owens Corning                         7.700%  05/01/08    57
Owens-Corning Fiber                   8.875%  06/01/02    55
Owens-Corning Fiber                   9.375%  06/01/12    75
PCA LLC/PCA Fin                      11.875%  08/01/09    20
Pegasus Satellite                     9.625%  10/15/49    11
Pegasus Satellite                     9.750%  12/01/06    12
Pegasus Satellite                    12.375%  08/01/06     9
Pegasus Satellite                    12.500%  08/01/07    12
Phar-mor Inc                         11.720%  09/11/02     0
Piedmont Aviat                       10.250%  01/15/49     1
Pixelworks Inc                        1.750%  05/15/24    71
Plainwell Inc                        11.000%  03/01/08     2
Pliant Corp                          13.000%  07/15/10    40
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    50
Primus Telecom                        8.000%  01/15/14    64
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10    24
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04    18
RJ Tower Corp.                       12.000%  06/01/13    38
Rotech Healthcare                     9.500%  04/01/12    70
Salton Inc                           12.250%  04/15/08    74
Solectron Corp                        0.500%  02/15/34    73
Tekni-Plex Inc.                      12.750%  06/15/10    73
Tom's Foods Inc                      10.500%  11/01/04     9
Toys R Us                             7.375%  10/15/18    71
Tribune Co                            2.000%  05/15/29    65
Triton Pcs Inc.                       8.750%  11/15/11    69
Triton Pcs Inc.                       9.375%  02/01/11    70
Tropical Sportsw                     11.000%  06/15/08     7
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      7.870%  01/30/19    54
United Air Lines                      9.020%  04/19/12    56
United Air Lines                      9.350%  04/07/16    30
United Air Lines                      9.560%  10/19/18    61
United Air Lines                     10.020%  03/22/14    45
United Air Lines                     10.125%  03/22/15    50
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                          10.250%  01/15/49     5
US Air Inc.                          10.250%  01/15/49    11
US Air Inc.                          10.300%  07/15/49     6
US Air Inc.                          10.550%  01/15/49    45
US Air Inc.                          10.680%  06/27/08     2
US Air Inc.                          10.700%  01/01/49    22
US Air Inc.                          10.700%  01/15/49    23
US Air Inc.                          10.700%  01/15/49    44
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.750%  01/15/49    25
USAutos Trust                         5.100%  03/03/11    75
Venture Holdings                      9.500%  07/01/05     1
Venture Holdings                     11.000%  06/01/07     0
Vesta Insurance Group                 8.750%  07/15/25    10
Werner Holdings                      10.000%  11/15/07    22
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    69
Winn-Dixie Store                      8.875%  04/01/08    71
Winsloew Furniture                   12.750%  08/15/07    26
World Access Inc                     13.250%  01/15/08     4
Xerox Corp.                           0.570%  04/21/18    34
Ziff Davis Media                     12.000%  07/15/10    40

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Rizande B. Delos Santos,
Cherry A. Soriano-Baaclo, Christian Q. Salta, Melvin C. Tabao,
Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin and
Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***