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

          Wednesday, September 20, 2006, Vol. 10, No. 224

                             Headlines

ADELPHIA: Court Denies Bondholders' Plea to Terminate Exclusivity
AEOLUS PHARMA: Posts $3.1 Mil. Net Loss in Quarter Ended June 30
AIR AMERICA: Discounts New Bankruptcy Rumors
AMARANTH ADVISORS: Announces Loss, Reels From Falling Gas Prices
ASARCO LLC: Mitsui Wants Final Cash Collateral Order Modified

ASARCO LLC: Wants Exclusive Plan-Filing Period Stretched to Jan. 5
AVENTINE RENEWABLE: Debt Reduction Prompt Moody's to Lift Ratings
BEST MANUFACTURING: Committee Wants BDO Seidman as Accountants
BEST MANUFACTURING: Section 341(a) Meeting Slated for September 27
BETONSPORTS: Costa Rican Employees Allegedly Sell Customer Names

BROADCAST INT'L: Posts $483,699 Net Loss in Quarter Ended June 30
CALPINE CORP: Asks Court to Approve CES-CCFC Settlement Agreement
CALPINE CORP: Ct. OKs Davis Wright to Handle Immigration Matters
CATALYST PAPER: Third Avenue Extends Buy Offer to October 20
CHARTER COMMS: Exchange Offer Completion Cues S&P's Default Rating

CINRAM INT'L: Urged to Retain Financial Advisor and Explore Sale
CITIZENS COMMS: Fitch Affirms Low-B Issuer Default & Debt Ratings
CITIZENS COMMS: Moody's Upgrades Corporate Family Rating to Ba2
CLINICAL DATA: Posts $6.1 Million Net Loss in Quarter Ended 2006
COMSTOCK HOMEBUILDING: S&P Affirms B+ Rating and Revises Outlook

CONSOL ENERGY: S&P Rates $45 Million Medium-Term Notes at BB+
CRAFT COMPANY: Case Summary & 20 Largest Unsecured Creditors
CRESTED CORP: June 30 Balance Sheet Upside-Down by $5.7 Million
DANA CORP: Promotes Products for European Market at Int'l Show
DONAHUE PARTNERS: Case Summary & 20 Largest Unsecured Creditors

DYNEGY INC: LS Power Merger Prompts Fitch's Evolving Watch
ENTERGY NEW ORLEANS: Wants $800,000 AMICO Settlement Pact Approved
ENTERGY NEW ORLEANS: Wants Disputed Claim Resolved in Tax Court
EVANS INDUSTRIES: Stanley Retention Meets Committee Opposition
FASTENTECH INC: S&P Affirms B+ Rating & Revises Outlook to Stable

FEDERAL-MOGUL: Mt. McKinley Lack Standing to Object to Plan
FIRST CALIFORNIA: Distributing Recovery Amounts to Past Investors
FIRST FRANKLIN: Moody's Rates Class B Certificates at Ba1
FIRSTLINE CORP: Ct. OKs Henderson & Godbee as Trustee's Accountant
FIRSTLINE CORP: Equity Holder Wants Case Converted to Chapter 7

FLAGSTONE CBO: Moody's May Downgrade Rating on $15 Million Notes
FOAMEX INT'L: Foamex L.P. Can Enter Into ProLogis Warehouse Lease
FOAMEX INTERNATIONAL: Panel Taps Greenberg Traurig as Co-Counsel
FREESCALE SEMICON: CEO Says No Major Changes After Going Private
G+G RETAIL: Disclosure Statement Hearing Set for October 17

GENERAL DATACOMM: June 30 Balance Sheet Upside-Down By $36.9 Mil.
GEORGIA GULF: Royal Group Shareholders Approve Acquisition Plan
GREENPARK GROUP: Court Okays Irell & Manella as Bankruptcy Counsel
GREENPARK GROUP: Court Okays Gary Miura as Tax Accountant
GRUPO SENDA: Fitch Rates Proposed $200 Million Senior Notes at B

HENRY BRADFORD: Case Summary & 11 Largest Unsecured Creditors
ITC HOMES: Court Sets Plan Confirmation Hearing on September 26
ITC HOMES: M&S Wants Case Converted to Ch. 7 or Trustee Appointed
JEFFERSON SUPPLY: Case Summary & 20 Largest Unsecured Creditors
JETBLUE AIRWAYS: Fitch Lowers Sr. Unsecured Notes' Rating to CCC

JOHNSONDIVERSEY HOLDINGS: Fitch Assigns B- Issuer Default Rating
KAISER ALUMINUM: Clark Public Balks at Claims Disallowance Order
LEVITZ HOME: Creditors' Panel Taps LeClair Ryan as Counsel
LONG BEACH: Moody's Puts Low-B Ratings on Two Class Certificates
LONGYEAR HOLDINGS: Debt Increase Prompts S&P's Negative Watch

LPATH INC: Losses Continue in Quarter Ended June 30
LSP GEN: Dynegy Merger Prompts S&P to Affirm Debts' Low-B Ratings
MAB INC: Case Summary & 10 Largest Unsecured Creditors
MALCOLM WATKINS: Voluntary Chapter 11 Case Summary
MILACRON CORP: Contributes $30 Million to Pension Obligation

MKP CBO: Moody's Downgrades Rating on $250 Million Notes to B2
MUSICLAND HOLDING: Inks Pact Governing Treatment of Best Buy Docs.
MUSICLAND HOLDING: Wants Solicitation Procedures Approved
NAPSTER: Engages UBS Investment to Assist in Possible Sale
NAZU INC.: Judge Bohm Won't Relitigate State Ct. Default Judgment

NEW CONSTRUCTION: Court OKs Arthur Lander as Trustee's Accountant
NOETH CORP: Case Summary & 16 Largest Unsecured Creditors
NORSTAN APPAREL: Revises NachmanHaysBrownstein's Retention Scope
NORTEL NETWORKS: Board Declares Dividend on Preferred Shares
NORTHEAST GENERATION: Moody's Confirms Mortgage Bond's Ba3 Rating

ORAGENICS INC: Posts $796,713 Net Loss in Quarter Ended June 30
OWENS CORNING: Judge Fitzgerald to Approve Reorganization Plan
PORTRAIT CORP: Gets Interim OK to Retain Berenson as Advisor
PORTRAIT CORP.: Chap. 11 Filing Spurs Moody's to Withdraw Ratings
PETCO ANIMAL: Stockholders to Vote on Merger Deal on October 23

PHASE III MEDICAL: Posts $1.2 Mil. Net Loss in Qtr. Ended June 30
PREMIUM PAPERS: Ct. OKs Interim Postpetition Loans with Plainfield
PREMIUM PAPERS: Court Approves Term Sheet Among Seven Parties
PREMIUM PAPERS: Ct. Sets Oct. 27 as Administrative Claims Bar Date
PRESIDENT CASINOS: U.S. Trustee Appoints 5-Member Equity Panel

PRESIDENT CASINOS: Ad Hoc Equity Holders Committee Disbanded
PRESIDENT CASINOS: Ad Hoc Equity Panel Files Disclosure Statement
PRIDE INTERNATIONAL: Appoints Rodney Eads as EVP & COO
QUANTA SERVICES: Moody's Affirms B1 Corporate Family Rating
RAMBUS INC: Receives Notice of Purported Defaults From U.S. Bank

ROWE COMPANIES: Files for Chapter 11 Protection in Virginia
ROWE COMPANIES: Case Summary & 60 Largest Unsecured Creditors
ROYAL GROUP: Georgia Gulf Gets Regulatory Filings Approvals
ROTECH HEALTHCARE: Inks New $120 Million Loan with Highland Fin'l
SAFENET INC: Review of Option Grants Prompt Financial Restatements

SAFENET INC: Incurs Additional Expenses Due to Restatements
SANTA FE: 15375 Memorial's Section 341(a) Meeting Set for Thursday
SATELITES MEXICANOS: Court Gives Final Nod on KCC as Notice Agent
SATELITES MEXICANOS: Judge Drain OKs Payment of Professional Fees
SHIRMA GARCIA: Case Summary & Seven Largest Unsecured Creditors

SILICON GRAPHICS: New York Court Confirms Plan of Reorganization
SILICON GRAPHICS: Walks Away from Seven Executory Contracts
SILICON GRAPHICS: Wants Intel Collaboration Pact Approved
SOLUTIA INC: Court Okays Third Amended Pharmacia Lease Agreement
SOLUTIA INC: Court Allows BOC Gases to Disassemble Fla. Facility

STANADYNE CORP: Stable Cash Flow Prompts S&P's Stable Outlook
STAR TELECOMMS: Trustee Wants Until Nov. 30 to File Final Report
STEELCASE INC.: Moody's Rates $250 Mil. 6.5% Senior Notes at Ba1
STRATUS SERVICES: June 30 Balance Sheet Upside-Down By $8 Million
TARGUS GROUP: Moody's Junks Rating on $85 Million 2nd-Lien Loan

VALLEY HEALTH: Pending Bond Referendum Cues Fitch's Evolving Watch
VANCIL CONTRACTING: Voluntary Chapter 11 Case Summary
VESTA INSURANCE: Hires Damon Key as Special Litigation Counsel
VESTA INSURANCE: Wants to Employ Newbridge Management Personnel
VILLAJE DEL RIO: Hires Thomas Kemmy as Special Litigation Counsel

WASHINGTON MUTUAL: Moody's Rates Class B-4 Certificates at Ba3
WELD WHEEL: Official Committee Taps Dinsmore & Shohl as Co-Counsel
WERNER LADDER: Court Allows Supplier's Administrative Claim
WERNER LADDER: Court Extends Deadline to Remove Actions to Dec. 7
WILLIAM CARTER: Positive Cash Flow Cues Moody's to Lift Ratings

WILLIAM HAWKINS: Case Summary & Two Largest Unsecured Creditors
WINN-DIXIE: Delays Filing of 2006 Annual Financial Report
WINN-DIXIE: Wants to Sell Montgomery Distribution Center

* Upcoming Meetings, Conferences and Seminars

                             *********

ADELPHIA: Court Denies Bondholders' Plea to Terminate Exclusivity
-----------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York denies the ACC Bondholder Group's
requests to:

   -- terminate the exclusive periods of Adelphia Communications
      Corp., and its debtor-affiliates, and

   -- resume the now-suspended litigation of the interdebtor
      issues.

The Court notes that since the solicitation process for Adelphia's
Joint Chapter 11 Plan is underway, this time is the "wrong time"
to terminate the Debtors' exclusivity.

The ACC Bondholder Group, Judge Gerber recounts, argued that the
Debtors involuntarily waived exclusivity by co-proposing their
plan of reorganization with the Official Committee of Unsecured
Creditors.  The ACC Bondholder Group also argued that an extension
of the Debtors' exclusivity is unwarranted at this time, and that
the plan process should now be opened up to competing plans.

"Joint plans are proposed for good reason; they are reflective of
the consensus building that's the goal in chapter 11, and give the
creditors who are asked to vote on the plan comfort that those
who've been following the case and share their interests believe
that the plan should be solicited.  I am not going to penalize
[the ACOM] Debtors for having done likewise," Judge Gerber says.

According to Judge Gerber, terminating the Debtors' exclusivity,
just a few weeks before the Debtors might be in a position to
confirm a plan, would be at odds with moving the case forward, and
could be disastrous.  Judge Gerber also expressed concern that
some creditor constituencies might file their own "wish list"
plans.

"A competing plans battle now might well jeopardize current
fragile agreements between various stakeholders, re-ignite
intercreditor disputes, and push this process back to square one.
A competing plans battle would also likely drag out the
solicitation process, subjecting the estate to substantial extra
costs that might otherwise be avoided, including huge IPO costs
associated with making Time Warner stock freely tradable."

The ACC Bondholder Group also asked the Court to revive the issues
raised in the Motions in Aid of Confirmation.  Judge Gerber says
the request is premature.  "A plan has been proposed that will
settle the MIA issues, and make the MIA process unnecessary,
relieving creditors of the extraordinary costs that continued
litigation would entail, and relieving the Debtors and their
continuing employees of the enormous strain the MIA process
created.  This is not the time to announce the MIA process's
revival.  If the Joint Plan is not confirmed, there will be time
enough to revive the MIA process then."

                  Unsealing of Certain Evidence

Judge Gerber, however, grants the ACC Bondholder Group's request
to "declassify" evidence in the MIA process, and transcripts of
the proceedings in the MIA process -- subject to the Debtors'
rights to redact or withhold material that would otherwise be
declassified, to excise material whose disclosure would be
damaging to the interests of the estate.

"Frankly, I have doubts as to whether review of the MIA evidence,
or transcripts, would assist creditors in any significant way in
evaluating the MIA dispute (which is extraordinarily complex), or
in making predictions as to its outcome.  But I'm willing to let
creditors try, and (more realistically) to let plan supporters and
opponents make arguments based on MIA evidence," Judge Gerber
says.

"I'll also declassify and unseal briefs and hearing or conference
transcripts that were filed under seal in proceedings before me
that related to the settlement process, except to the extent
(which I believe is modest) that the submissions included
commercially sensitive matter that is subject to protection by
reason of my first ruling," Judge Gerber continues.

The Court denies authorization for disclosure of non-public matter
relating to the settlement negotiation process.

A full-text copy of Judge Gerber's 24-page Bench Decision is
available for free at http://ResearchArchives.com/t/s?11f3

               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.


AEOLUS PHARMA: Posts $3.1 Mil. Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., reported a net loss of $3,178,000
for the three months ended June 30, 2006, compared to a loss of
$1,636,000 for the three months ended June 30, 2005.

The higher net loss for the quarter ended June 2006 principally
reflects a $2.2 million charge associated with a decrease in the
fair value of common stock warrants.

The loss from operations during the quarter improved from
$1.6 million in the quarter ended June 2005 to $900,000 in the
quarter ended June 2006.

For the nine months ended June 30, 2006, the Company reported a
net loss of $5,595,000, compared to a loss of $5,253,000 for the
nine months ended June 30, 2005.

In connection with the private placement completed in June,
accounting guidance required that the common stock warrants issued
in the private placement be carried as a liability until such time
as the shares to be issued upon exercise of the warrants were
registered with the Securities and Exchange Commission.

The warrants were valued using Black-Scholes option pricing model
and are revalued at each balance sheet date.  The change in fair
value of the warrant was charged to the statement of operations.
During the third quarter of fiscal year 2006, the fair value of
the warrant increased by $2,216,000.

On July 31, 2006, the Securities and Exchange Commission declared
the registration statement registering the shares underlying the
warrants effective and accordingly the warrant liability was
reclassified to additional paid in capital.  The warrant liability
and revaluations have not and will not have any impact on the
Company's working capital, liquidity, or business operations.

As of June 30, 2006, the Company had $4,003,000 in cash and cash
equivalents and 29,224,000 shares outstanding.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?11d7

                      Going Concern Doubt

Haskell & White LLP expressed substantial doubt about Aeolus'
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended
Sept. 30, 2005.  The auditing firm pointed to the Company's
recurring losses from operations as well as stockholders' equity
and working capital deficiencies.

                          About Aeolus

Aeolus Pharmaceuticals, Inc. -- http://www.incara.com/-- is
developing a variety of therapeutic agents based on its
proprietary small molecule catalytic antioxidants, with AEOL 10150
being the first to enter human clinical evaluation.  AEOL 10150 is
a patented, small molecule catalytic antioxidant that has shown
the ability to scavenge a broad range of reactive oxygen species,
or free radicals.  Because oxygen-derived free radicals are
believed to have an important role in the pathogenesis of many
diseases, Aeolus' catalytic antioxidants are believed to have a
broad range of potential therapeutic uses.


AIR AMERICA: Discounts New Bankruptcy Rumors
--------------------------------------------
Air America Radio has denied reports that it plans to seek
bankruptcy protection and clarified that no decision has been
taken to make any filing of any kind, the Associated Press
reports.

Air American spokeswoman Jaime Horn made the statement in response
to last week's reports of the radio network's financial woes and
planned chapter 11 filing.  Rumors of a possible bankruptcy filing
were fanned after Air America's own commentator, Al Franken, said
that he has not received his paycheck, and recent layoffs at the
network.

ThinkProgress.Com, citing unnamed sources, reported last week that
Air America will announce a major restructuring including a
bankruptcy filing.  ThinkProgress said that while Air America
would remain on air during the restructuring, significant
personnel changes are in the works.

Air America Radio -- http://www.airamerica.com/-- is a full-
service radio network and program syndication service in the
United States.  The network debuted on March 31, 2004, and
features discussion and information programs reflecting a liberal,
left wing, or progressive point of view.  The network specializes
in presentations and monologues by on-air personalities, guest
interviews, calls by listeners, and news reports.


AMARANTH ADVISORS: Announces Loss, Reels From Falling Gas Prices
----------------------------------------------------------------
Hedge fund manager Amaranth Advisors has informed its investors of
significant losses in their energy-related investments after a
dramatic move in natural gas prices.

The slump in natural gas prices could cost more than 35% of the
fund's investment, Matthew Robinson at Reuters reports.  Industry
analysts have speculated the loss could hurt Amaranth and drive
investors away, CNNMoney disclosed.

In the wake of Amaranth's losses, Connecticut Attorney General
Richard Blumenthal renewed his call for greater transparency in
the hedge fund industry.  Mr. Blumenthal said Tuesday he is
collecting evidence and reviewing facts concerning the large
losses at Amaranth Advisors.

"We are collecting evidence and reviewing facts relevant to recent
hedge fund losses," Blumenthal said. "Particularly problematic are
alleged representations made to investors in recent weeks by the
management of Amaranth that may be contrary to apparent facts.
Such claims - if made - would contradict the spirit and letter of
current law.  The facts about mammoth losses by Amaranth offer
additional powerful and compelling evidence about the need to
reform disclosure and oversight requirements," Mr. Blumenthal
said.

Amaranth Advisors LLC, based in Greenwich, Conn., is a hedge fund
with approximately $3.2 billion under management.


ASARCO LLC: Mitsui Wants Final Cash Collateral Order Modified
-------------------------------------------------------------
Mitsui & Co. (U.S.A.), Inc., asks the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi to modify the
Final Cash Collateral Order to reflect that:

   (a) it is extended until the Mitsui Cash Collateral Account
       aggregates to $24,180,584;

   (b) ASARCO LLC will maintain an amount greater than the sum of
       $24,180,584, plus additional charges, in the Mitsui Cash
       Collateral Account;

   (c) ASARCO will be prohibited from drawing on the Mitsui Cash
       Collateral Account;

   (d) the modified Final Cash Collateral Order will continue
       until the earlier of:

          (i) the effective date of a confirmed plan of
              reorganization in ASARCO's Chapter 11 case;

         (ii) an order of the Court upon motion and hearing; or

        (iii) Mitsui has been paid in full for the amount of its
              secured claim; and

   (e) ASARCO will be allowed to continue to invest the corpus of
       the Mitsui Cash Collateral Account in Certificates of
       Deposit consistent with Section 345 of the Bankruptcy
       Code, provided that it must obtain Mitsui's permission or
       Court approval before any changes in the types
       of investments.

Mitsui & Co. (U.S.A.), Inc., has a lien on ASARCO LLC's silver
inventory and its proceeds pursuant to a security and other
related agreements, David G. Gamble, Esq., at Carrington,
Coleman, Sloman & Blumenthal, L.L.P., in Dallas, Texas, relates.

ASARCO has maintained the proceeds of Mitsui's Collateral in a
separate segregated bank.  Under the Final Cash Collateral Order,
ASARCO will not use any portion of the Mitsui Cash Collateral so
long as ASARCO has available funding sufficient to meet its
operating needs.

ASARCO has been providing Mitsui with silver sales report.
ASARCO's latest Silver Sales Report, as of September 4, 2006,
indicates that $21,324,906 will be deposited in the Mitsui Cash
Collateral Account, Mr. Gamble notes.

Mitsui has filed a proof of claim for $24,180,584 against ASARCO.
The Claim is secured by ASARCO's silver inventory and related
proceeds, Mr. Gamble asserts.

Recent discussions between the parties reveals that ASARCO
believes that the Mitsui Cash Collateral Account will soon
contain an amount greater than Mitsui's secured claim, probably
on or before Oct. 9, 2006, Mr. Gamble adds.

"Even if the amount in the Mitsui Cash Collateral Amount at some
point will exceed Mitsui's secured claim, Mitsui's interests are
not adequately protected without the Final Cash Collateral Order
in place," Mr. Gamble contends.  "Without the Final Cash
Collateral Order in place, there is noting to prevent ASARCO from
drawing on or even dissolving the Mitsui Cash Collateral Account
without paying Mitsui's secured claim."

Without the modification of the Final Cash Collateral Order,
Mitsui's interests will not be adequately protected, Mr. Gamble
asserts.

                         About ASARCO LLC

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASARCO LLC: Wants Exclusive Plan-Filing Period Stretched to Jan. 5
------------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi to further
extend their exclusive period to file a plan of reorganization
until Jan. 5, 2007, and their exclusive period to solicit
acceptances of that plan until Mar. 9, 2007.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble & Culbreth
& Holzer, P.C., in Corpus Christi, Texas, relates that on
July 13, 2006, the Court has authorized the Debtors to employ
Joseph Lapinsky as president and permanent chief executive
officer, and Tom Yip as vice-president and chief financial
officer.  Douglas McAllister has also resumed his former position
as executive vice-president, general counsel, and secretary.

The Asbestos Subsidiary Debtors have also selected William
Perrell as their new president.

The Debtors' new officers have been working diligently to
understand the companies and their needs, and have already made
progress, Mr. Holzer reports.  However, there is still much to be
done.

The groundwork has been and will continue to be laid for progress
on the formulation of a plan of reorganization, Mr. Holzer tells
the Court.  Having made progress in establishing a solid
financial foundation for company operations, the Debtors are now
able to turn their attention to resolving their environmental and
asbestos liabilities, addressing labor negotiations for future
time periods, and developing a comprehensive strategy to address
both their contingent and non-contingent debts in a viable plan
of reorganization.

The Debtors have also asked the Court to estimate their
derivative asbestos liability, Mr. Holzer adds.  Discovery is
ongoing and the parties are working towards a trial date in
March 2007.  The Debtors have been meeting with environmental
authorities, both at the federal and state level, to address
their environmental liabilities.

Furthermore, the Debtors are responding to the billions of
dollars of alleged claims filed as a result of the Bar Date, the
vast majority of which are contingent and in the nature of
litigation claims.

Mr. Holzer asserts that an extension of the Debtors' exclusive
periods will provide them with more time to quantify, either by
estimation or by negotiation, contingent claims, and move forward
with presenting a confirmable Chapter 11 plan for the benefit of
all creditors and stakeholders.

During the extension period, the Debtors will continue to resolve
various cases and controversies with their various creditor
constituencies, Mr. Holzer informs the Court.  The Debtors will
work with all deliberate speed in resolving issues necessary to
formulate a confirmable Chapter 11 plan in an orderly manner,
which will, in their opinion, be of substantial benefit to the
estate and their creditors.

                         About ASARCO LLC

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


AVENTINE RENEWABLE: Debt Reduction Prompt Moody's to Lift Ratings
-----------------------------------------------------------------
Moody's Investors Service upgrades its ratings for Aventine
Renewable Energy Holdings, Inc. to B2 from B3.  A speculative
grade liquidity rating of SGL-1 was affirmed for the firm.  The
outlook remains stable.  Loss given default assessments were not
assigned, but will be assigned in September 2006, when loss given
default assessments are rolled out for the entire chemical
industry portfolio of companies rated by Moody's Investors
Service.

These ratings were changed Aventine Renewable Energy Holdings,
Inc.:

   * Corporate Family Rating -- to B2 from B3
   * Senior Notes due 2011 -- to B2 from B3

The upgrade reflects the firm's debt reduction and significant
cash balances following its IPO in July, strong operating results
in 2006, and favorable industry environment.  Aventine's IPO
raised approximately $262 million in proceeds to the company
after discounts and commissions to underwriters.  Approximately
$164.6 million was applied towards retiring $155 million of the
$160 million notes due 2011 and the remaining IPO proceeds have
been retained as cash on Aventine's balance sheet.  Aventine's
debt currently includes the remaining $5 million of the
$160 million notes due 2011, an un-drawn $30 million revolving
credit facility and leases for railcars, barges and terminal
facilities used in the distribution of ethanol.  Despite its low
leverage, Moody's is not raising Aventine's ratings more than one
notch due to the high likelihood that the company will increase
debt in order to build additional ethanol plants.

The favorable environment is a result of a combination of factors
including:

   * The Energy Policy Act of 2005 is the latest major federal
     legislation that established a renewable fuels standard
     mandating a minimum annual usage of ethanol in the U.S.
     gasoline pool (starting with 4 billion gallons per year in
     2006, ramping up to 7.5 BGPY in 2012).  The legislation did
     not provide liability protection for manufacturers of MTBE
     (methyl tertiary butyl ether), which further boosted demand
     (and prices) for ethanol as an alternative gasoline blend
     component when MTBE left the US gasoline pool in the first
     half of 2006;

   * Federal excise tax credits of $0.51 per gallon of ethanol
     blended with gasoline directly supports the economics of
     producing ethanol;

   * There is a federal tariff of $0.54 per gallon on imported
     ethanol that offsets the excise tax credit benefit for
     imported ethanol;

   * State legislation promoting the use of ethanol; and,

   * Corn and natural gas commodity prices are at moderate levels
     such that ethanol manufacturers are enjoying strong margins
     and operating cash flows.

The ratings reflect the risks associated with the developing
nature of the industry, industry economics that are driven by
government legislation, low barriers to entry, aggressive
competing capacity expansions that could lead to oversupply and
lower ethanol prices, the presence of competitors with
substantially greater resources, Aventine's narrow product profile
with predominately one commodity product (ethanol) such that the
firm has little or no ability to influence the price of the
product, modest firm size, the lack of correlation between input
costs and ethanol prices impacting margins and the potential for
additional leverage as the firm expands capacity.

The stable outlook reflects the current favorable ethanol market
conditions, the likelihood that ethanol prices will be supported
by oil and gasoline prices that remain at relatively high levels
leading to healthy operating cash flow, and the firm's strong cash
position and operating cash flow which can support near-term cash
requirements.  The rating currently has limited upside in the
near-term given the likelihood the company will be taking on more
debt to finance the construction of three new ethanol plants.  A
deterioration in operating margins due to adverse movements in
commodity prices or a significant re-levering of Aventine's
balance sheet could put negative pressure on the rating.

The speculative grade liquidity rating of SGL-1 reflects the high
existing cash balances, strong gross cash flows from operations
and a $30 million asset based revolving credit facility (secured
by accounts receivable and inventory), which has borrowing
availability of $26 million, after taking into account outstanding
letters of credit totaling approximately $4 million.

Aventine is a producer and marketer in the United States of
ethanol used as a blending component for gasoline. It produces
ethanol and co-products at its wholly-owned Pekin, Illinois wet
milling plant and its 78.4% owned dry milling Aurora, Nebraska
plant.  Additionally, the firm has a marketing alliance through
which it pools ethanol from multiple third party producers and
sells it nationwide for which it receives a commission.  Revenues
for the last twelve months ended June 30, 2006 were $1.3 billion.


BEST MANUFACTURING: Committee Wants BDO Seidman as Accountants
--------------------------------------------------------------
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 authority to retain BDO Seidman, LLP, as its
accountants and financial advisors.

BDO Seidman will:

   a) analyze the financial operations of the Debtors pre and
      postpetition, as necessary;

   b) analyze the Debtors' real property interests, including
      lease assumptions and rejections;

   c) perform forensic investigating services, as requested by the
      Committee and counsel, regarding prepetition activities of
      the Debtors in order to identify potential causes of action;

   d) perform claims analysis for the Committee, as necessary
      including analysis of reclamation claims;

   e) verify the physical inventory merchandise, supplies,
      equipment and other material assets and liabilities, as
      necessary;

   f) assist the Committee in its review of monthly statements of
      operations to be submitted by the Debtors;

   g) analyze the Debtors' business plans, cash flow projections,
      restructuring programs, selling and general administrative
      structure and other reports or analyzes prepared by the
      Debtors or their professionals in order to advise the
      Committee on viability of the continuing operations and the
      reasonableness of the projections and underlying assumptions
      with respect to industry and market conditions;

   h) scrutinize cash disbursements on an ongoing basis for the
      period subsequent to the Debtors' bankruptcy filing;

   i) analyze transactions with insiders, related or affiliated
      companies;

   j) prepare and submit reports to the Committee as necessary;

   k) assist the Committee in its review of the financial aspects
      of a plan of reorganization to be submitted by the Debtors,
      or in arriving at a proposed reorganization plan;

   l) attend meetings of the committee and conference with
      representatives of the creditor groups and their counsel;

   m) prepare hypothetical orderly liquidation analysis;

   n) review the work performed by the Debtors' investment bankers
      and monitor the sale or liquidation of the Debtors;

   o) analyze the financial ramifications of any proposed
      transactions for which the Debtors seek Bankruptcy Court
      approval including, but not limited to, postpetition
      financing, sale of all or a portion of the Debtors' assets,
      management compensation or retention and severance plans;

   p) render expert testimony on behalf of the Committee;

   q) provide assistance and analysis in support of potential
      litigation that may be investigated or prosecuted by the
      Committee;

   r) analyze transactions with the Debtors' financing
      institution;

   s) assist and advise the Committee and its counsel in the
      development, evaluation and documentation of any plan(s) of
      reorganization or strategic transaction(s), including
      developing, structuring and negotiating the terms and
      conditions of potential plan(s) or strategic transaction(s)
      and the value of consideration that is to be provided to
      unsecured creditors; and

   t) perform other necessary services as the Committee or counsel
      to the Committee may request from time to time with respect
      to the financial, business and economic issues that may
      arise.

William K. Lenhart, a BDO Seidman member, discloses that the
firm's professionals bill:

        Designation                Hourly Rate
        -----------                -----------
        Partners                   $355 - $700
        Senior Managers            $230 - $510
        Managers                   $210 - $345
        Seniors                    $150 - $255
        Staff                       $95 - $195

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

Headquartered in 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, and Brian L. Baker, Esq.,
and Stephen B. Ravin, Esq., at Ravin Greenberg PC, 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.


BEST MANUFACTURING: Section 341(a) Meeting Slated for September 27
------------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Best
Manufacturing Group LLC and its debtor-affiliates' creditors at
10:00 a.m. on Sept. 27, 2006, at the Office of the U.S. Trustee,
Suite 1401, One Newark Center in Newark, New Jersey.

This is the first meeting of creditors as required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Headquartered in 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, and Brian L. Baker, Esq.,
and Stephen B. Ravin, Esq., at Ravin Greenberg PC, 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.


BETONSPORTS: Costa Rican Employees Allegedly Sell Customer Names
----------------------------------------------------------------
Jim Armitage, writing for the Evening Standard, reports that
employees of the now defunct BetonSports Plc's Costa Rican
operations have been selling databases of customers' names to the
highest bidders.

The lists contain names, email addresses and credit information of
the company's customers.  Mr. Armitage says most of those in the
lists are US gamblers but there are also many Europeans.

The UK gaming company is currently facing a class action suit
filed in the U.S. District Court for the Eastern District of
Missouri on racketeering, mail fraud and facilitation of gambling
across state and national boundaries -- all as results of taking
bets from customers residing in the US.

BetonSports is also facing complaints from gambling information
portals TheOnlineWire, Gambling 911, Alternative Investments
Market Regulatory News Service over the company's Aug. 11
announcement that payments to customers of its Costa Rican and
Antiguan operations are being held by banks and cash processors.

As a result of the alleged database selling, BetonSports players
had reportedly been receiving marketing emails from other sports
betting companies, Mr. Armitage says.  Also, TheOnlineWire
director Roberto Castiglioni has been passed three customer
database lists from different company sources in Costa Rica.

The class action suits have not yet crippled the company
financially but its shares in the London Stock Exchange have been
suspended from trading.

In Costa Rica, where gambling is legal and gambling companies pay
high taxes to the government, the closure of BetonSports'
operations caused officials to worry.  The company's closure
resulted to the retrenchment of 800 employees.  In an interview,
Costa Rican Vice President Laura Chinchilla wanted to form a
regulation within the nation for the online gambling sector that
would benefit it and its workers.

BetonSports is an online gaming company publicly trading on the
London Stock Exchange, but has no operations in the United
Kingdom.  Around 80% of the company's business operates in the
United States, where sports betting is illegal except in the State
of Nevada.  The group also has operations in Asia, Argentina and
Mexico.


BROADCAST INT'L: Posts $483,699 Net Loss in Quarter Ended June 30
-----------------------------------------------------------------
Broadcast International, Inc., generated $4,283,115 in revenue
during the three months ended June 30, 2006.  During the same
three-month period in 2005, the Company generated revenue of
$999,495.  The increase in revenue of $3,283,620 or 329% was due
primarily to work performed by the Company of approximately
$3,024,300 for a single new customer.

For the three months ended June 30, 2006, the Company realized a
net loss of $483,699, compared with a net loss for the three
months ended June 30, 2005 of $4,469,981.  The decrease in the net
loss of $3,986,282 is primarily due to a $4,460,527 gain for
derivative valuation and a $279,043 increase in gross margin as a
result of increased sales activity.  These gains were offset by:

     a) an increase of $159,307 in general and administrative
        expenses;

     b) an increase of $184,813 in research and development in
        process expenses; and

     c) an increase of $385,686 in interest expense.

The Company's balance sheet at June 30, 2006, showed total assets
of $3,889,046 and total liabilities of $6,898,533 resulting in a
$3,009,487 stockholders' deficit.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?11d8

                      Going Concern Doubt

HJ & Associates, LLC, in Salt Lake City, Utah, raised substantial
doubt about Broadcast International'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 operating losses and working capital deficiency.

Headquartered in Salt Lake City, Utah, Broadcast International,
Inc., provides communication network and related services for
large retailers and other organizations with widely dispersed
locations and operations.  As an integrator of broadband delivery
technologies, including satellite, Internet streaming and WiFi,
the Company offers turnkey communication solutions based on the
specific needs of its customers.  Companies such as Caterpillar,
Albertsons, Safeway, Sprint Communications, Chevron and other
customers use the Company's services to communicate with their
personnel and others regarding training programs, product
announcements, news releases and other applications.


CALPINE CORP: Asks Court to Approve CES-CCFC Settlement Agreement
-----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to:

   (a) authorize debtor Calpine Energy Services, L.P. to assume
       the Power Purchase Agreement;

   (b) approve the Settlement Agreement between CES and non-debtor
       Calpine Construction Finance Company, L.P.; and

   (c) authorize them to take any action necessary to consummate
       the transactions contemplated by the Settlement Agreement
       without further Court order.

CCFC was formed to develop, own and operate power generation
facilities.  CCFC currently owns and operates six natural gas-
fired combined-cycle power plants located in California, Texas,
Oregon, Florida and Maine.

In August 2003, CCFC issued:

   (a) $385,000,000 of First Priority Senior Secured
       Institutional Term Loans due 2009 under a Credit and
       Guarantee Agreement; and

   (b) $415,000,000 of Second Priority Senior Secured Floating
       Rate Notes due 2011.

In October 2005, CCFC's indirect parent, CCFC Preferred Holdings,
LP, issued $300,000,000 of redeemable preferred membership
interests due 2011.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that Calpine Corporation indirectly holds 100% of CCFC's
common membership interests, while the Redeemable Preferred
Shares constitutes 100% of the preferred membership interests in
CCFCP.  Under a Limited Liability Agreement, upon occurrence of a
certain voting rights trigger event, a majority in interest of
the CCFC Preferred Members can replace CCFC's board of directors,
and take control of CCFCP.

                   CES Power Purchase Agreement

CES and CCFC are parties to an Index Based Gas Sale and Power
Purchase Agreement, dated Aug. 14, 2003, with Hermiston Power
Partnership.

Under the PPA, CCFC purchases natural gas from CES, which CES
purchases from third parties.  CES also purchases majority of the
power used in its facilities from CCFC and, CES then markets that
power to third parties.  Typically, the price of the gas sold by
CES is set off against the price of the power purchased by CES.
CES then pays CCFC the net amount due.  Calpine Corporation
guarantees CES' obligations under the PPA.

While CES and CCFC continue to satisfy their gas and power
delivery obligations under the PPA, Mr. Cieri informs Judge
Lifland that CES has not made certain payments to CCFC under the
PPA, including:

   -- $25,300,000 with respect to certain prepetition obligations
      unrelated to the Gas Prepay; and

   -- $218,000,000, the nature of which are related to the Gas
      Prepay.

Mr. Cieri tells the Court that the defaults under the PPA
initiated what could become a cascade of defaults under the CCFC
Debt Documents, the LLC Agreement and, potentially, the DIP Loan.
These defaults threaten Calpine Corp.'s control of and equity
value in the CCFC Group, and the Debtors' overall reorganization
efforts, Mr. Cieri asserts.

For the last eight months, CCFC has obtained a series of
temporary waivers of certain specified defaults under the CCFC
Debt Documents resulting from the PPA Defaults and entered into a
standstill agreement with the CCFCP Preferred Members, Mr. Cieri
states.

As required under the CCFC Debt Waivers, CCFC filed an unsecured
priority claim for $104,700,000, and an unsecured non-priority
claim for $139,000,000 against CES and Calpine Corp. with respect
to the PPA Defaults.

After conducting appropriate due diligence on the PPA, the
Debtors have determined that assumption of the PPA would maximize
the value of the CES estate.  However, assumption of the PPA
would obligate CES to promptly pay CCFC's $250,000,000 cure
claim.  "A cure cost of this magnitude would outweigh the net
positive present value of the PPA to CES and, accordingly, would
not be acceptable to CES," Mr. Cieri says.

CCFC also supports CES' assumption of the PPA because it provides
a substantial majority of the cash flow that CCFC and CCFCP use
to service the CCFC Debt and the Redeemable Preferred Shares.
CCFC weighed the benefits of CES' assumption of the PPA versus
the value of its Claims, and determined that the benefit of CES
assuming the PPA would justify a compromise of the Claims.

                  CES/CCFC Settlement Agreement

Both CES and CCFC ascertain that they would benefit from a global
resolution of the issues outstanding between them under the PPA.
Thus, they decided enter into a settlement agreement.

The Settlement Agreement provides, among other things, that:

   (a) CES will assume the PPA;

   (b) CCFC will waive the Specified Defaults under the PPA for
       all purposes;

   (c) CCFC's Claim against CES will be allowed as a general
       unsecured claim for $256,781,133, subject to any set-off
       rights CCFC may have against CES; and

   (d) CCFC will waive the right to assert that its claim is
       entitled to administrative expense priority.

A full-text copy of the CES/CCFC Settlement is available for free
at http://bankrupt.com/misc/ces&ccfc_settlement.pdf

Mr. Cieri asserts that the Settlement Agreement and the
assumption of the APA are two transactions that would not occur
without the other.  If the Settlement Agreement is not approved,
CES and CCFC may be forced to litigate the Claims and CCFC could
potentially file a motion compelling CES to assume the PPA.

In addition, Mr. Cieri says, Calpine Corp.'s equity value in the
CCFC Group will be preserved with the assumption of the PPA and
the approval of the Settlement Agreement.

The Settlement Agreement is the foundation for amendments to the
CCFC Debt Documents and the LLC Agreement that provide CCFC and
CCFCP with permanent relief vis-a-vis certain disputes with the
CCFC Debtholders and CCFCP Preferred Members, Mr. Cieri avers.
Amendments to the CCFC Debt Documents and the LLC Agreement
streamlines a host of reporting requirements and improve various
cash flow mechanisms for CCFC and CCFCP, thereby enhancing the
overall value of the CCFC Group.

A condition precedent to the effectiveness of the Amendments is
that the Court enters a final, non-appealable approval order by
Nov. 13, 2006.

                       About Calpine Corp.

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

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


CALPINE CORP: Ct. OKs Davis Wright to Handle Immigration Matters
----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York to
expand Davis Wright Tremaine LLP's responsibilities to include
human resources-related immigration matters, nunc pro tunc to
May 11, 2006.

Pursuant to the Expanded Services, Davis Wright will be providing
day-to-day advice and counsel regarding immigration law matters
relating to the Debtors' employees, including the handling of:

   1. applications and petitions to the U.S. Department of
      Homeland Security, the U.S. Department of Labor, and to the
      U.S. Department of State to obtain:

         -- non-immigrant visas and employment authorizations for
            new employees, and to renew, amend, or extend
            existing non-immigrant visas and employment
            authorization for current employees; and

         -- immigrant visas and employment and travel
            authorizations for existing employees; and

   2. any appeals or requests for reconsideration arising from a
      governmental agency's denial, refusal, or rejection of an
      application or petition.

Davis Wright will also be providing day-to-day advice and counsel
to the Debtors' human resources staff on matters related to
compliance with federal immigration laws and regulations in the
hiring and retention of the Debtors' employees.

The Debtors disclosed that DWT's professionals bill:

             Professional               Hourly Rates
             ------------               ------------
             Partners                   $350 to $445
             Counsel                    $350 to $400
             Associates                 $245 to $325
             Paraprofessionals          $140 to $160

The Debtors will also reimburse DWT for its necessary out-of-
pocket expenses.

Steven F. Greenwald, Esq., a partner at Davis Wright Tremaine
LLP, assures the Court that his firm does not represent any
interest adverse to the Debtors and their estates.  Mr. Greenwald
maintains that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                      About Calpine Corp.

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

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


CATALYST PAPER: Third Avenue Extends Buy Offer to October 20
------------------------------------------------------------
The Board of Directors of Catalyst Paper Corporation acknowledged
that CTOE LLC, a company under the direction of Third Avenue
Management, has extended its offer for up to 39 million shares of
the Company at CDN$3.30 per share until Oct. 20, 2006.

As reported in the Troubled Company Reporter on Aug. 30, 2006 the
Company's Board of Directors has unanimously recommended that
shareholders reject the unsolicited offer made by Third Avenue
Management, through CTOE LLC.

As a result of the extension of the Third Avenue offer,
shareholders of the Company who wish to accept the Third Avenue
offer have until 5:00 p.m. Pacific Standard Time of Oct. 20, 2006
to tender shares.  The Third Avenue offer continues to be subject
to a number of conditions that, to the knowledge of the Company,
have not yet been satisfied or waived.  Among other things, the
conditions include approval under the Investment Canada Act.
Third Avenue has not disclosed when it filed its application for,
or when it expects to receive, the approval.

The Company disclosed that no shares can be taken up and paid for
under the offer until the offer has expired and Third Avenue has
determined, based on the number of shares deposited, what
percentage of the tendered shares will be acquired and what
percentage will be returned to depositing shareholders.  The
shareholder rights plan is not delaying the purchase of shares
under the offer.  While the offer is conditional upon the
termination or waiver of the Company's shareholder rights plan,
the plan would preclude shares from being taken up and paid for
under the offer only if it remains in effect on and after the
expiry of the offer.

Shareholders who have questions about Third Avenue's offer may
contact Georgeson, the information agent for the Company, toll
free at 1-866-726-8613.

Based in Vancouver, British Columbia, Catalyst Paper (TSX: CTL)
-- http://www.catalystpaper.com/-- produces mechanical printing
papers in North America.  The Company also produces market kraft
pulp and owns Western Canada's largest paper recycling facility.
With five mills employing 3,800 people at sites within a 160-
kilometer radius on the south coast of British Columbia, Catalyst
has a combined annual capacity of 2.4 million tons of product.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 23, 2006
Moody's Investors Service revised the rating outlook for Catalyst
Paper Corporation from negative to stable.  Moody's also affirmed
Catalyst's senior unsecured notes and corporate family rating at
B1.


CHARTER COMMS: Exchange Offer Completion Cues S&P's Default Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
ratings on St. Louis, Missouri-based cable TV system operator
Charter Communications Inc. and its subsidiary Charter
Communications Holdings LLC to 'SD' from 'CCC+', to indicate a
selective default.

At the same time, Standard & Poor's lowered to 'D' the ratings on
Charter's $862.5 million convertible notes and on an aggregate
$1.66 billion of Charter Holdings notes with maturities from 2009
to 2012 that were the objects of exchange offers.  The ratings
were removed from CreditWatch, where they were placed with
negative implications on Aug. 15, 2006.

Subsequent to the downgrades, the rating agency reassigned the
corporate credit ratings on Charter and Charter Holdings, at
'CCC+', with a negative outlook.  Standard & Poor's also raised
to 'CCC-' from 'D' the ratings on the untendered balances of the
notes that were the objects of the exchange offers.  These ratings
and outlook are the same as those that existed prior to the
announcement of the exchange offers.

All other ratings on Charter, including the 'B-3' short-term
rating, and on its subsidiaries, were affirmed.

"The rating actions follow the completion of the company's
convertible debt and senior debt exchange offers, which we view as
tantamount to a default on their original terms," said Standard &
Poor's credit analyst Richard Siderman.

In both cases, bondholders exchanged for longer dated maturities,
and, in the case of the convertible notes, holders also received
equity as part of the exchange.


CINRAM INT'L: Urged to Retain Financial Advisor and Explore Sale
----------------------------------------------------------------
Amaranth Canada Trust advised the Trustees of Cinram International
Income Fund Monday that the trustees of Cinram should immediately
retain financial advisors to explore a sale of Cinram, including a
going private transaction.  Amaranth told the Cinram Trustees that
they could materially enhance unitholder value by concluding that
Cinram simply will not receive an appropriate valuation in the
public markets.

Amaranth issued the memorandum after the Amaranth investment fund
group announced significant trading losses in its natural gas
trading business.  Following Amaranth's disclosure, the trust
units of Cinram came under intense selling pressure.

Manos Vourkoutiotis of Amaranth told the Cinram Trustees that
given the absence of any fundamental news about Cinram, Amaranth
has concluded that the selling was due to market participants
speculating about Amaranth Canada Trust's intentions with respect
to its Cinram holdings.

Mr. Vourkoutiotis said that the public markets have failed to
recognize the value of Cinram's business for quite some time.
Given that the Cinram unit price has dropped 5% on Monday without
any fundamental news, Mr. Vourkoutiotis explained that Amaranth
has concluded that this fact will persist for the foreseeable
future.

Amaranth Canada Trust has beneficial ownership of 8,000,000 trust
units of Cinram representing approximately 15.3% of the issued and
outstanding trust units, and is the largest equity holder in the
fund.

Amaranth LLC indirectly beneficially owns all units beneficially
owned by the Amaranth Canada Trust. In addition, Amaranth has an
economic interest in 2,654,895 Units.

                           About Cinram

Cinram International Inc. (TSX: CRW.UN) - http://www.cinram.com/
-- an indirect wholly owned subsidiary Cinram International Income
Fund, provides pre-recorded multimedia products and related
logistics services.  With facilities in North America and Europe,
Cinram International Inc. manufactures and distributes pre-
recorded DVDs, VHS video cassettes, audio CDs, audio cassettes and
CD-ROMs for motion picture studios, music labels, publishers and
computer software companies around the world.

                            *   *   *

As reported in the Troubled Company Reporter on Aug. 3, 2006,
Moody's Investors Service assigned a definitive B1 senior secured
rating to the $825 million credit facility of Cinram International
Inc. dated May 5, 2006, removing the provisional status from this
rating.  Moody's also withdrew the B1 senior secured rating from
Cinram's prior credit facility, originally dated October 2003.
Cinram's Corporate Family Rating is B1 and the outlook is stable.

As reported in the Troubled Company Reporter on May 11, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on prerecorded multimedia manufacturer Cinram International
Inc. to 'BB-' from 'BB' following the company's announcement that
it had successfully converted into an income trust.  The ratings
were removed from CreditWatch with negative implications, where
they were placed March 3, 2006.


CITIZENS COMMS: Fitch Affirms Low-B Issuer Default & Debt Ratings
-----------------------------------------------------------------
Fitch Ratings affirmed Citizens Communications Company's (NYSE:
CZN) Issuer Default Rating rating at 'BB'.

In addition, Fitch affirmed other ratings.  The Rating Outlook is
Stable.

The rating action reflects Fitch's view that Citizens proposed
acquisition of Commonwealth Telephone Enterprises will be slightly
levering for Citizens upon its close, but within the range of the
current 'BB' rating category.  Moreover, an anticipated dividend
payout in the low 60 percent range is expected to continue to
provide Citizens with good financial flexibility.

The total value of the transaction, including approximately $350
million for the retirement of Commonwealth's debt, is $1.3
billion. T he transaction is expected to be financed with
approximately 75% cash and 25% equity.

Fitch anticipates that Citizen's gross debt-to-EBITDA will rise to
approximately 3.7x in 2007 from 3.5x for the trailing 12 months
ending June 30, 2006.  To finance the transaction, Citizens has
obtained a $990 million bridge credit facility, and will term out
the debt facility in the public markets.

The company expects to obtain approximately $30 million in annual
synergies, and will incur approximately $35 million in integration
costs.  The transaction is expected to be completed in 2007 after
the customary regulatory approvals and the Commonwealth
shareholder vote.

In addition to the bridge facility, Citizens had $141 million in
cash at the end of June 2006.  The cash balance was augmented by
the completion of the sale of Electric Lightwave, Inc. in July
2006, for $230 million net of cash.  Citizens also retired
approximately $228 million of maturing debt in June and August
2006.

The company has also halted its $300 million stock repurchase
program, having repurchased $135 million through June 30, 2006,
and expects to complete the remaining amount on the stock
repurchase program in 2007 following the close of the acquisition.
Citizens expects to complete its previously announced $150 million
debt reduction in conjunction with the financing of the
transaction.

Citizens 'BB' rating reflects the relatively stable financial
performance of its telecommunications business, which stems from
its primarily rural operations.  Offsetting factors include the
continuing pressure of competition and the company's higher payout
of free cash flow in the form of dividends than is the norm in the
industry.

The company's guidance calls for pre-dividend cash flow in the
range of $500 million to $525 million in 2006 (by the company's
definition, and prior to the effects of debt retirements).
Liquidity is good with an undrawn, $250 million senior unsecured
credit facility in place until October 2009.

Citizen's has approximately $653 million in maturing debt in 2008,
and Fitch will monitor the company's progress toward addressing
this maturity.

In the intermediate term, there is some uncertainty regarding
revenues and cash flows due to potential longer-term reforms of
the universal service fund program and the intercarrier
compensation structure.  Policymakers are generally supportive of
rural carriers but the outcome of reforms is uncertain.

The ratings affirmed are:

  Citizens Communications:

   -- IDR 'BB'
   -- Senior unsecured credit facility 'BB'
   -- Senior unsecured notes and debentures 'BB'

  Citizens Utilities Trust:

   -- 5% company obligated mandatory redeemable convertible
      preferred securities due 2036 'BB-'

  Industrial development revenue bonds 'BB':

   -- Mohave County Industrial Development Authority (AZ) IDRB
      series 1985

   -- Maricopa County Industrial Development Authority (AZ) IDRB
      series 1985

   -- Santa Cruz Industrial Development Authority (AZ) IDRB series
      1985

   -- Franklin County (OH) IDRB series 1985

   -- Northampton County Industrial Development Authority (PA)
      IDRB series 1985

   -- Illinois Development Finance Authority (IL) IDRB series
      1985

   -- Maricopa County Industrial Development Authority (AZ) IDRB
      series 1995

   -- Yavapai County Industrial Development Authority (AZ) IDRB
      series 1998


CITIZENS COMMS: Moody's Upgrades Corporate Family Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Citizens Communications to Ba2 from Ba3, concluding the review
commenced on May 26, 2006.  The ratings upgrade incorporates
Citizens' announcement that it is acquiring Commonwealth Telephone
for $1.2 billion in cash and stock.  Although the company's debt
is expected to increase by up to $990 million in the interim, the
rating agency believes that the operating cash flow capacity
generated by the combined company will allow Citizens to drive
leverage towards the 3.5x adjusted debt/EBITDA target in the
intermediate term.

In addition, Moody's assigned a Ba2 probability of default rating
to the company.  The ratings on the senior unsecured revolver and
the senior unsecured notes and debentures were also upgraded to
Ba2 from Ba3.  The instrument ratings reflect both the overall Ba2
probability of default of the company, and a loss given default of
LGD 4.  The ratings on the preferred EPPICS were upgraded to B1
from B2, and assigned an LGD 6 assessment.  Although Moody's has
affirmed Citizens' SGL2 rating, the liquidity rating will likely
come under pressure due to an expected incurrence of the
$990 million bridge loan at closing of the transaction.  The
outlook is stable.

   Issuer: Citizens Communications Company

   * Upgrades:

     -- Corporate Family Rating, Upgraded to Ba2 from Ba3

     -- Probability of Default Rating -- Assigned Ba2

     -- Senior Unsecured Bank Credit Facility, Upgraded to Ba2
        from Ba3 (LGD 4, 55%)

     -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2
        from Ba3 (LGD 4, 55%)

   * Outlook Actions:

     -- Outlook, Changed To Stable From Rating Under
                  Review

   Issuer: Citizens Utilities Trust

   * Upgrades:

     -- Preferred Stock, Upgraded to B1 from B2 (LGD 6, 97%)

The Ba2 corporate family rating reflects Citizens' high debt
levels, and the expected downward pressure on wireline revenue and
cash flow growth in the future.  Coupled with the significant
dividends that Citizens pays to its shareholders, free cash flow
available for debt reduction is likely to remain in the 4% - 5%
range over the next two years.  However, given the substantial
cash balances Moody's projects the company to have over the
ratings horizon, the rating agency believes that the company will
utilize a portion of the cash to get its leverage to below the
3.5x target.  The ratings and the outlook benefit from the
stability of the company's operations, and management's commitment
to balance in free cash flow allocations between debt and equity
constituents.

The Ba2 rating of the revolving credit facility and the notes
reflects an LGD 4 loss given default assessment as the unsecured
debt represents the vast majority of the company's debt
obligations, while the preferred EPPICS provide a modest junior
debt cushion.  As a result, the EPPICs are rated at B1, two
notches below the corporate family rating, with an LGD 6 loss
given default assessment.

Citizens Communications is an RLEC providing wireline
telecommunications services to approximately 2.2 million access
lines in primarily rural areas and small- and medium-sized cities.
The company is headquartered in Stamford, CT. Commonwealth
Telephone is an RLEC, headquartered in Dallas, Pennsylvania.


CLINICAL DATA: Posts $6.1 Million Net Loss in Quarter Ended 2006
----------------------------------------------------------------
Clinical Data, Inc., filed its quarter financial statements for
the three months ended June 30, 2006, with the Securities and
Exchange Commission.

The Company reported a $6,185,000 net loss on $24,816,000 of
revenues for the three months ended June 30, 2006.

The Company generated net cash flow of $11.7 million in the
three months ended June 30, 2006, as compared to $1 million in
the same period last year.  The increased net cash flow in 2006
was because of the issuance of common stock and other equity
instruments partially offset by the Company's operating losses,
debt repayments and purchases of equipment.

At June 30, 2006, the Company's balance sheet showed $116,833,000
in total assets and $35,691,000 in total liabilities resulting in
$72,245,000 stockholders' equity.

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

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 7, 2006,
Deloitte & Touche, LLP, expressed substantial doubt about
Clinical Data, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal years
ended March 31, 2006 and 2005.  The auditing firm pointed to the
Company's accumulated deficit, negative cash flows from operations
and the expectation that the Company will continue to incur losses
in the future.

                        About Clinical Data

Clinical Data, Inc. (NASDAQ: CLDA) -- http://www.clda.com/--
is a worldwide leader in providing comprehensive molecular and
pharmacogenomics services as well as genetic tests to improve
patient care.  The Company, founded in 1972, is organized under
three worldwide divisions segmented by service offerings and
varying client constituents: PGxHealth(TM); Cogenics(TM); and
Vital Diagnostics(TM).  Clinical Data currently employs a
staff of over 430.  The Company is headquartered in Newton,
Massachusetts with operations in Texas, Connecticut, RTP - North
Carolina, Rhode Island, and California as well as internationally
in the UK, France, the Netherlands, Italy and Australia.


COMSTOCK HOMEBUILDING: S&P Affirms B+ Rating and Revises Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Comstock
Homebuilding Cos. Inc. to negative and affirmed its 'B+' corporate
credit rating.  Comstock has no publicly rated debt outstanding.

"The outlook revision follows weak second-quarter performance
whereby continued difficult market conditions and reduced sales
conversion rates combined to pressure the company's operating
results," said credit analyst Lisa Sarajian.

"A currently very concentrated sales base and a comparatively high
degree of short-term, floating-rate debt are additional credit
concerns."

In the absence of the Eclipse settlements, Standard & Poor's
expects cash flow for the next few quarters to be very weak given
the continued competitive market conditions in the company's core
Virginia markets.

Standard & Poor's would lower the rating if a more protracted
downturn extends the sellout phase for the Eclipse project, and/or
the company chooses to aggressively repurchase shares instead
of reducing debt.  Conversely, Standard & Poor's would consider
revising the outlook to stable after the Eclipse project is
successfully completed, the related loan is repaid, and recently
acquired divisions contribute more meaningfully to sales and
earnings.


CONSOL ENERGY: S&P Rates $45 Million Medium-Term Notes at BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Pittsburgh, Pennsylvania-based Consol Energy Inc. to
'BB' from 'BB-'.  The outlook is stable.

Standard & Poor's also raised its senior secured debt rating on
the company's 7.875% notes to 'BB+' from 'BB' and assigned a '1'
recovery rating.  The notes are rated one notch above the
corporate credit rating; this and the '1' recovery rating indicate
that lenders can expect full recovery of principal in the event of
a payment default.

In addition, Standard & Poor's assigned a 'BB+' senior secured
debt rating and '1' recovery rating to the company's existing
$45 million medium-term notes due 2007, which had been unrated.

"The rating action reflects our expectations that Consol's credit
metrics will continue to benefit from sound coal and natural gas
market fundamentals and pricing," said Standard & Poor's credit
analyst Dominick D'Ascoli.

"Higher-priced contract should also provide sufficient cash flow
to fund the company's extensive capital expenditure program over
the next several years."

Mr. D'Ascoli said, "We believe that coal and gas prices will
remain strong over the intermediate term.  We could revise the
outlook to negative if significant production disruptions occur or
costs meaningfully escalate.  We could revise the outlook to
positive if the company can successfully complete its significant
capital expenditure program over the next few years without
increasing financial leverage while achieving credit metrics,
specifically an funds from operations to total debt of 25%,
indicative of a one-notch higher rating category."


CRAFT COMPANY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Craft Company of EGF, Inc.
        dba Ben Franklin Crafts
        211 DeMers Avenue North West
        East Grand Forks, MN 56721
        Tel: (218) 773-3492

Bankruptcy Case No.: 06-60356

Type of Business: The Debtor operates a retail craft store.

Chapter 11 Petition Date: September 18, 2006

Court: District of Minnesota (Fergus Falls)

Judge: Dennis D O'Brien

Debtor's Counsel: David L. Johnson, Esq.
                  McNair Larson & Carlson
                  51 Broadway Ste. 600
                  P.O. Box 2189
                  Fargo, ND 58108
                  Tel: (701) 293-9190

Total Assets: $782,960

Total Debts:  $1,554,680

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Herr's                        Trade debt                $123,052
70 Eastgate DRive
Danville, IL 61834

John T. Miller                Payroll taxes              $79,890
Internal Revenue Service
3800 8th Street North

David Cole                    Sales taxes                $73,215
Minnesota Department of
Revenue
P. O. Box 64564-DXC-ENF3
St. Paul, MN 55164

Gerson International          Trade debt                 $25,736
P. O. Box 1209
Olathe, KS 66051-1209

Grand Forks Herald            Trade debt                 $25,541
P. O. Box 5878
Grand Forks, ND 58206

Plymouth Yarn Company         Trade debt                 $23,906
P.O. Box 28
500 Lafayette Street
Bristol, PA 19007

Notions Marketing             Trade debt                 $18,023
1500 Buchanan SW
Grand Rapids, MI 49507

R.A. Rendahl CPA & Asso.      Accounting services        $15,303
River Fork Professional Ctr.
305 South 4th Street
Grand Forks, ND 58201

Transpac Imports, Inc.        Trade debt                 $12,852
1050 Piper Drive
Vacaville, CA 95688

Combined Marketing            Trade debt                 $10,955
400 West Marquette Avenue
Oak Creek, WI 53154

State Auto Insurance          Insurance                   $8,388
518 East Broad Street
Columbus, OH 43215-3976

Newman Outdoor Advertising    Trade debt                  $7,791
P. O. Box 1443
Fargo, ND 58107

Brewer Sewing Supplies        Trade debt                  $6,628
36575 Treasury Center
Chicago, IL 60694-6500

Direct Export Co., Inc.       Trade debt                  $6,003
925 22nd Street, Suite 116
Plano, TX 75074

Aldik Artifical Flowers       Trade debt                  $5,953
4314 Payshpere Circle
Chicago, IL 60674

Designer Dispatch             Trade debt                  $4,415
P. O. Box 250
Appletree Lane

Bryson Distributing, LLC      Trade debt                  $4,153
745 Fillmore Street
Eugene, OR 97402

Women Today                   Trade debt                  $3,814
P. O. Box 5878
Grand Forks, ND 58206

Hosley                        Trade debt                  $3,786
20530 Stony Island Avenue
Lynwood, IL 60411

SAKS News                     Trade debt                  $3,407
P. O. Box 1857
Bismarck, ND 58502



CRESTED CORP: June 30 Balance Sheet Upside-Down by $5.7 Million
---------------------------------------------------------------
Crested Corp. filed its financial statements for the quarter ended
June 30, 2006, with the Securities and Exchange Commission.

The Company reported an $2,147,200 net loss and no revenues
for the three months ended June 30, 2006.

At June 30, 2006, the Company's balance sheet showed $8,065,900
in total assets and $12,435,800 in total current liabilities, and
a $5,740,600 stockholders' deficit.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?11c8

                        Going Concern Doubt

Epstein Weber & Conover, PLC, in Scottsdale, Arizona, raised
substantial doubt about Crested Corp.'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 working capital deficit of $10,832,900 as of
December 31, 2005.

                         About Crested Corp

Crested Corp. develops and leases mineral properties.  The company
primarily focuses on hard rock minerals, including lead, zinc,
silver, molybdenum, gold, uranium, and oil and gas properties.  It
also engages in the production of petroleum properties and
marketing of minerals through equity investees.


DANA CORP: Promotes Products for European Market at Int'l Show
--------------------------------------------------------------
Dana Corporation will showcase a host of advanced products and
technologies designed for the European market during the 61st
International Commercial Vehicle Show in Hanover, Germany,
Sept. 21-28, 2006.

Dana's presence will highlight these products and solutions:

   -- Spicer(R) G(TM)-series drive axles, with gross axle weight
      ratings of 5.6 to 13 tonnes, featuring premium components
      and the strength and durability to meet demanding
      applications.

   -- Spicer(R) NDS(TM)-series steer axles, with load capacities
      of 4.8 to 8.0 tonnes, providing extended service and lower
      maintenance requirements.

   -- Spicer(R) AdvanTEK(R) axles for front and rear applications,
      improving torque density; noise, vibration, and harshness;
      and energy efficiency.

   -- Spicer Life Series(R) propshafts for commercial and light
      vehicles, a series of propshafts that features lighter
      weight and improved durability.

   -- Spicer(R) CTIS central tire inflation systems, enabling
      drivers to control vehicle tire pressures while on the move
      for improved traction.

   -- Long(R) thermal management products, featuring oil coolers
      and heat exchangers that help improve fuel economy and
      emissions and assist in extending the life of a vehicle's
      engine, transmission, and cooling system.

   -- Victor Reinz(R) sealing systems, protective shields, and
      cylinder-head cover modules, which reduce NVH, weight, and
      emissions.

"Dana is a leader in the design and manufacture of innovative
systems serving every major commercial vehicle manufacturer in the
world," said Dana's Heavy Vehicle Products President Nick Stanage.
"The IAA show provides a global stage to showcase our forward-
looking technology innovations, which are designed to meet the
diverse needs of Dana customers around the world."

IAA, sponsored by the German Association of the Automotive
Industry, will be open to the public Sept. 21 through Sept. 28.

With more than 1,500 exhibitors from 46 countries presenting the
latest highlights and trends, IAA is the world's largest
commercial vehicle show. It features the latest advancements in
trucks, buses, vans, specialty vehicles, trailers; and related
parts and accessories.

                      About Dana Corporation

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


DONAHUE PARTNERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Donahue Partners of Arizona, Inc.
        dba SUNVEK
        7681 East Gray Road
        Scottsdale, AZ 85260-3469

Bankruptcy Case No.: 06-02953

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                   Case No.
      ------                                   --------
      TCP Roofing LLC                          06-02955

Type of Business: The Debtors are construction and roofing
                  contractors.  See http://www.sunvek.com/

Chapter 11 Petition Date: September 18, 2006

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtors' Counsel: Michael W. Carmel, Esq.
                  Michael W. Carmel, Ltd.
                  80 East Columbus Avenue
                  Phoenix, AZ 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
The Lee Donahue Marital Trust      Loan                $1,050,000
4875 South Monaco Street
Suite 103
Denver, CO 80237

Gregory S. Donahue                 Loan                  $645,098
5219 North Casa Blanca Drive
Suite 33
Paradise Valley, AZ 85253

Arizona Department of Revenue      Sales Taxes           $371,062
P.O. Box 29010
Phoenix, AZ 85038-9010

LaPolla Industries                 Trade Debt            $366,505
15402 Vantage Parkway East
Suite 322
Houston, TX 77032

Home Depot Credit Services         Trade Debt            $110,019
Department 32-2500762038
P.O. Box 6031
The Lakes, NV 88901-6031

Roofing Supply Group               Trade Debt             $91,592

Dex Media                          Trade Debt             $69,756

State Fund of Arizona                                     $68,145

Guenther Properties LLC            Trade Debt             $45,537

American Refrigeration             Trade Debt             $32,469

City of Phoenix                                           $27,803

ABC Supply Company of Arizona      Trade Debt             $24,933

Citi Advantage Business Card       Credit Card            $23,531

Lori Ramirez                       Trade Debt             $21,355

First @ Call                       Trade Debt             $17,835

Enterprise Stucco                  Trade Debt             $17,459

MBNA Platinum for Business         Credit Card            $16,100

Allied Stone Systems               Trade Debt             $12,160

Southwest MTC                      Trade Debt             $10,000

Huges Supply                       Trade Debt              $8,300


DYNEGY INC: LS Power Merger Prompts Fitch's Evolving Watch
----------------------------------------------------------
Following Dynegy Inc.'s announcement that it plans to merge its
power generation portfolio with the power generation portfolio of
LS Power Group and acquire a 50% interest in LS Power's power
generation development business, Fitch placed the ratings of
Dynegy Holdings, Inc. (Holdings; Issuer Default Rating 'B-' by
Fitch) on Rating Watch Evolving.

Fitch will resolve the Rating Watch Evolving following the receipt
of more detailed information on the cash flows and inter-company
ring-fencing arrangements of the individual issuers in the group,
as well as financing plans for the proposed development joint
venture's green field projects.

Rating Watch Evolving signifies that ratings may be affirmed,
raised or lowered.  Dynegy intends to ensure that cash flow from
operations of Holdings will continue to be dedicated to the
repayment of Holdings' debt.

To finance the transaction, Dynegy intends to issue 340 million
shares ($1.989 billion) of class B shares, $100 million in cash
and issue a $275 million 9.5% junior subordinate note to LS Power.
Following the closing of the transaction, LS Power will own
approximately 40% of the equity of the combined company.

The merged entity would own and/or operate approximately 20,000
megawatts of unregulated electric generation located primarily in
the Midwest, West and Northeast regions.  In addition, LS Power's
generation development business, which consists primarily of coal-
fired generation in various regions and stages of development,
would become 50% owned by Dynegy.  The combined company would
benefit from a more diversified generation portfolio in terms of
geographic location and dispatch type compared to Dynegy's
existing generation portfolio.

In addition, LS Power's assets are relatively less sensitive to
commodity price movements as a result of hedges in place for 75%
of forecasted margin in 2007.  Concerns relate to the uncertainty
of regulatory approvals, the need to amend existing banking
facilities at Holdings to accommodate the merger, and growth
capital expenditure plans.

The closing of the transaction is subject to customary state and
federal regulatory approvals as well as receipt of favorable
guidance from the SEC regarding proposed historical financial
statement presentation.

Upon completion of Fitch's analysis of pro forma financials,
further management discussion regarding the combination and
resultant business risk profile, and completion of bank facility
amendments, the rating agency will resolve the Rating Watch
status.  If no adverse findings result from Fitch's review, then
lowering the ratings of Holdings appears unlikely.

Fitch places these on Rating Watch Evolving:

  Dynegy Holdings, Inc.:

    -- Issuer Default Rating 'B-'
    -- Senior secured bank facilities 'BB-/RR1'
    -- Senior secured notes 'B+/RR1'
    -- Senior unsecured debt 'B-/RR4'


ENTERGY NEW ORLEANS: Wants $800,000 AMICO Settlement Pact Approved
------------------------------------------------------------------
Entergy New Orleans Inc. asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to approve the Settlement Agreement
with American Motorists Insurance Company, which provides that:

   (1) ENOI will receive a $800,000 settlement payment, with the
       first $400,000 to be paid within 10 days of the effective
       date of the Settlement, and the remaining $400,000 to be
       paid by December 31, 2006;

   (2) ENOI's defense and indemnity obligation in the Settlement
       would only apply to claims asserted by ENOI and its
       affiliates, and ENOI's defense and indemnity obligation
       will be capped at the amount of the $800,000 settlement
       payment; and

   (3) ENOI will release AMICO from all past and future insurance
       coverage claims under the AMICO Policies.

From 1948 and 1985, Ebasco Services, Inc., constructed a number of
powerhouses for Entergy New Orleans, Inc., and its affiliates,
including the Michoud Steam Electric Station Unit 1 and Unit 3 for
ENOI.

Ebasco purchased primary comprehensive general liability and
catastrophe liability policies for various third party liabilities
associated with construction operations, including property
damage, personal injury and product liabilities. American
Motorists Insurance Company participated in the Ebasco insurance
program from May 1, 1968, to Jan. 1, 1977.

The AMICO Policies do not include aggregate limits for non-product
related personal injury, but the primary policies provide for
reimbursement of defense costs until indemnity costs reach the per
occurrence limit of a given policy.  ENOI certain of its
affiliates were included as "named insureds" on the AMICO
Policies.

Nan Roberts Eitel, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., in New Orleans, Louisiana, relates that
AMICO and its affiliate, Lumberman Mutual Casualty Company, as
part of the Kemper Insurance Companies, have been in run-off under
the insurance laws of Illinois since July 2003.

Run-off insurance companies do not write new insurance; they are
solely engaged in resolving outstanding or future claims against
their open policies issued prior to run-off, and they are
technically solvent so long as their surplus is greater than zero.
Depending upon an insurer's performance in run-off, which is
gauged whether insurers meet certain risk-based capital
requirements, the Illinois Division of Insurance can seek to place
an insurer, its subsidiaries and affiliates in a formal proceeding
of receivership or rehabilitation.  As LMC's affiliate, AMICO
could be placed in a formal proceeding if either AMICO or LMC
perform poorly in run-off, Ms. Eitel notes.

Based on LMC's performance until now, accounting firm KPMG LLP
opined that there is doubt to the ability of AMICO and LMC to
continue as "going concerns."  Consequently, there is a
significant risk of further regulatory supervision, which if
invoked, will become a barrier to recovering past due, pending and
future insurance claims on behalf of ENOI, Ms. Eitel says.

Ms. Eitel explains that, if the Illinois Division of Insurance
places AMICO in a formal proceeding, the insured, including ENOI
will likely face a long, drawn out regulator-directed insolvency
process with an uncertain outcome with respect to tendered claims
since little or no value would be placed on future claims.

In order for ENOI to settle its insurance coverage claims against
AMICO, and buyout ENOI's coverage in the AMICO Policies, the
parties entered into a settlement agreement.

As reported in the Troubled Company Reporter on Aug. 1, 2006, the
Debtor employed Claro Group, LLC, to assist, among other things,
in negotiating a buyout of the policies issued by AMICO for ENOI
and its affiliates.

As part of the buyout process, Claro prepared and presented AMICO
a comprehensive claim for all liabilities relating to the AMICO
Policies, in order to "price" a buyout of the Policies.

After Claro estimated future liabilities and allocated the
liabilities under the AMICO Policies, Claro concluded that ENOI
could be paid anywhere from $569,307 to $640,769 in a buy out of
the AMICO Policies, Ms. Eitel tells the Court.

Accordingly, ENOI believes that the $800,000 settlement amount
represents fair and equitable value compared to what it could
reasonably recover from AMICO given the various legal, financial
and regulatory uncertainties that it would face in pursuing claims
against AMICO.

                           About Entergy

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


ENTERGY NEW ORLEANS: Wants Disputed Claim Resolved in Tax Court
---------------------------------------------------------------
Entergy New Orleans, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to modify the automatic stay to
permit it and the IRS to proceed to liquidate the Disputed Tax
Claims for 1997 through 2000 in the United States Tax Court.

As reported in the Troubled Company Reporter on Aug. 11, 2006,
ENOI objected to the three proofs of claim filed by the U.S.
Internal Revenue Service in ENOI's bankruptcy case:

   (1) Claim No. 88 for Federal Insurance Contributions Act and
       withholding taxes, in the amount of $5,292;

   (2) Claim No. 172, which was replaced by Claim No. 176; and

   (3) Claim No. 176, which asserts both general unsecured
       claims for $348,024,300 and unsecured priority tax claims
       for $2,174,811,897.

The Debtor explains that Claim No. 176 asserts claims for these
tax periods:

                        Tax Due            Interest Due to
   Year Ended       Principal Amount      the Petition Date
   ----------       ----------------      -----------------
   12/31/1997           $97,373,342            $63,229,960
   12/31/1998            63,082,786             33,117,149
   12/31/1999            48,703,221             19,876,625
   12/31/2000            17,557,556              5,057,968
   12/31/2002           959,975,933              5,057,968
   12/31/2004           515,225,021              5,057,968

ENOI anticipates that at any time, the IRS will issue a Statutory
Notice of Deficiency with respect to the Disputed Tax Claims for
1997 through 2000.

Elizabeth J. Futrell, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., in New Orleans, Louisiana, asserts
that, since the audits have been completed and the administrative
process have been completed, the best forum to resolve the
disputes concerning the Disputed Tax Claims for 1997 through 2000
is the U.S. Tax Court.

The IRS, Ms. Futrell relates, has also advised ENOI that upon
issuance of the Notice, the IRS would also prefer to proceed with
liquidation of the Disputed Tax Claims for 1997 through 2000 in
the U.S. Tax Court.

The proposed modification of the stay would not include the
Disputed Tax Claims for 2002, 2003 and 2004, and will not permit
the IRS to attempt to collect from ENOI any part of any judgment
or ruling that may be rendered by the U.S. Tax Court.

                           About Entergy

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


EVANS INDUSTRIES: Stanley Retention Meets Committee Opposition
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Evans Industries,
Inc., asks the U.S. Bankruptcy Court for the Eastern District of
Louisiana to reconsider its order allowing the Debtor to employ
Stanley, Flanagan & Reuter, LLC as special counsel.

Judge Jerry A. Brown had authorized the Debtor to retain Stanley
Flanagan as a special counsel on Sept. 14, 2005.  The Debtor
retained the firm to perform legal services that will be necessary
with respect to antitrust issues during the pendency of its
Chapter 11 case.

The Debtors proposed to pay these hourly rates to Stanley
Flanagan's professionals:

        Professional                    Hourly Rate
        ------------                    -----------
        Thomas M. Flanagan, Esq.           $250
        Jennifer L. Thornton, Esq.         $185
        Suzzane K. Sealise, Esq.           $160

Paralegals at Stanley Flanagan are paid $85 per hour.

The Committee opposes Stanley Flanagan's retention on grounds that
it is both uneccessary and detrimental to the Debtor's estate.

Omer F. Kuebel III, at Locke Liddell & Sapp, LLP, tells the Court
that the Debtors will employ a special antitrust counsel in order
to send notice to the U.S. Federal Trade Commission and the
Department of Justice of potential issues arising under federal
antirust laws in connection with the possible sale of its assts to
Greif, Inc.

Mr. Kuebel says a filing under the Hart-Scott-Rodino statute would
be very costly and burdensome to the estate, with no corresponding
benefit.  The Committee cautions that such a filing cold even have
a serious negative impact on the estate by potentially delaying a
sale to Greif, the current highest bidder for the Debtor's assets.

Headquartered in Harvey, Louisiana, Evans Industries, Inc. --
http://www.evansindustriesinc.com/-- manufactures and distributes
steel drums.  The company filed for chapter 11 protection on
April 25, 2006 (Bankr. E.D. La. Case No. 06-10370).  Eric J.
Derbes, Esq., and Melanie M. Mulcahy, Esq., at The Derbes Law
Firm, LLC, represent the Debtor.  C. Davin Boldissar, Esq., at
Locke Liddell & Sapp, LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $500,000 and $1 million
and debts between $10 million and $50 million.


FASTENTECH INC: S&P Affirms B+ Rating & Revises Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on
Minneapolis-based engineered components and specialty fastener
manufacturer FastenTech Inc. to stable from negative.  All
ratings, including the 'B+' corporate credit rating, have been
affirmed.

"The outlook revision reflects FastenTech's somewhat less
aggressive financial policy evidenced by good operating
performance and improved credit protection measures," said
Standard & Poor's credit analyst Clarence Smith.

FastenTech's operating margins are good at about 16%.  Although
the continued strength in industrial markets has contributed to
improved sales and operating income, higher raw material and labor
costs have hurt margins.  Still, steel prices have stabilized
somewhat, and the company has been able to offset these higher
costs through pricing and productivity improvements.

The ratings on FastenTech continue to reflect:

   * the company's relatively weak business risk profile;
   * serving competitive and cyclical industrial markets; and
   * its highly leveraged financial profile.

The company holds leading market positions in the niche segment
of specialty fasteners and engineered components, and it has a
diverse array of customers and end markets, though there is some
concentration within these.  It carries established brands in
various end markets with No. 1 or No. 2 positions.  The company's
products account for only a small portion of customers' total
cost, yet their components are a critical part in the products of
customers.


FEDERAL-MOGUL: Mt. McKinley Lack Standing to Object to Plan
-----------------------------------------------------------
Federal-Mogul Corporation, the Official Committee of Asbestos
Claimants and Professor Eric D. Green, the duly appointed legal
representative for future asbestos-related personal injury
claimants, ask the U.S. Bankruptcy Court for the District of
Delaware to reject Mt. McKinley Insurance Company's arguments and
find that it lacks standing to:

    (i) object to the Plan, except as those expressly preserved in
        the Plan Modifications; and

   (ii) take discovery with respect to the objections.

                    Mt. McKinley Submits Brief

Pursuant to the Court's order at the hearing to consider the Plan
Proponents' request, Mt. McKinley Insurance Company and Everest
Reinsurance Company filed a brief in support of their standing to
pursue discovery in the Debtors' Chapter 11 cases and prosecute
confirmation objections.

Sean J. Bellew, Esq., at Cozen O'Connor, in Wilmington, Delaware,
argues that:

   -- Mt. McKinley is a party-in-interest under Section 1109(b)
      of the Bankruptcy Code as broadly interpreted by
      controlling Third Circuit precedent;

   -- If Mt. McKinley's rights to pursue discovery and
      subsequently argue objections to Plan confirmation are
      denied, confirmation will set claim value and criteria for
      resolution and payment of claims, which likely will not be
      subject to any meaningful challenge, or any challenge at
      all, in the subsequent insurance coverage litigation.
      Denying Mt. McKinley discovery will totally eviscerate many
      of its legal and contractual rights;

   -- The fact that Mt. McKinley will be called on to pay claims
      or indemnify the asbestos trust or series of trusts to be
      established pursuant to Section 524(g) of the Bankruptcy
      Code, implicates Mt. McKinley's interests, giving it full
      party-in-interest standing under controlling authority;

   -- The Plan and the Trust Distribution Procedures are
      structured in a way that violates the terms and conditions
      of Mt. McKinley's insurance policies in that they prevent
      it from having any meaningful role or oversight in the
      resolution of asbestos-related personal injury claims
      against the Trust;

   -- Mt. McKinley is a party-in-interest and possesses a
      legitimate interest and practical stake in the outcome of
      the Debtors' Chapter 11 cases, because its rights and
      defenses in subsequent coverage litigation could be
      affected by these proceedings;

   -- So-called "insurance neutrality" is a legal fiction and is
      neither effective nor enforceable as a substitute for
      standing at the bankruptcy court trial level;

   -- In re Combustion Engineering Corp., 391 F.3d 190 (3d Cir.
      2005), compels a finding that Mt. McKinley has full party-
      in-interest standing in these proceedings;

   -- In re Congoleum Corp., 426 F.3d 675 (3d Cir. 2005), compels
      a finding that Mt. McKinley has full party-in-interest
      standing to raise and be heard on many of the critical
      issues that are the subject of its discovery and plan
      objections; and

   -- The exposure of extensive fraudulent conduct on the part of
      claimants, doctors, screeners and their counsel, including
      those issues detailed in In re Silica Products Liability
      Litigation, 398 F.Supp.2d 563 (S.D. Tex. 2005), supports
      Mt. McKinley's contentions that its rights and interests
      are directly affected by these Chapter 11 cases.

                   Plan Proponents Answer Brief

The Plan Proponents contend that Mt. McKinley's brief offers only
the same generalities, flawed logic and mistaken conclusions that
it has offered the Court many times before.

The Plan Proponents assert that nothing in the brief's arguments
affects the basic facts -- Mt. McKinley is not a creditor nor
interest holder in any of the Debtors, nor is it a party-in-
interest in the Debtors' Chapter 11 cases.

The case law Mt. McKinley cited does not support the proposition
that Mt. McKinley has plenary standing to object to the Third
Amended Plan of Reorganization, the Plan Proponents note.

Whatever limited interest Mt. McKinley have had in the Debtors'
Chapter 11 cases will be eliminated as a result of the Plan being
rendered insurance-neutral pursuant to the insurance-neutrality
stipulation and Plan modifications pending before the Court.

Thus, the Plan Proponents contend that Mt. McKinley's concerns
regarding the Plan have already been addressed by the Plan's
Insurance Neutrality.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
Oct. 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan
Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley
Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  Federal-Mogul Corp.'s
U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors.  (Federal-Mogul Bankruptcy News,
Issue No. 113; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


FIRST CALIFORNIA: Distributing Recovery Amounts to Past Investors
-----------------------------------------------------------------
RecoverMetrics, LLC, discloses that it is attempting to locate and
identify all past investors of First California Diversified Fund
LLC for the years 2004 and 2005.  This is in tandem with the
effort to recover and distribute monies.

Parties who believe they are past investors can contact:

   Thomas Creal, CPA
   RecoverMetrics LLC
   16900 Lathrop, North Buildingg
   Harvey, IL 60426
   http://www.recovermetrics.com/

First California Diversified Fund LLC was formed in September 2003
to fund the acquisition of undeveloped land located in north Los
Angeles county for the development and management of gambling
casinos and resort hotels.


FIRST FRANKLIN: Moody's Rates Class B Certificates at Ba1
---------------------------------------------------------
Moody's Investors Service assigns an Aaa rating to the senior
certificates issued by First Franklin Mortgage Loan Trust 2006-
FF12, and ratings ranging from Aa1 to Ba1 to the mezzanine
certificates in the deal.

The securitization is backed by First Franklin originated
adjustable-rate and fixed-rate subprime mortgage loans acquired by
Lehman Brothers Holdings Inc. and First Franklin Financial
Corporation.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
over-collateralization, excess spread, a swap agreement and rate
cap between the trust and Wachovia Bank, National Association.
Moody's expects collateral losses to range from 4.05% to 4.55%.

National City Home Loan Services, Inc. will service the loans.
Aurora Loan Services, LLC will act as master servicer.  Moody's
has assigned National City Home Loan Services, Inc. its servicer
quality rating of SQ1- as a primary servicer of subprime loans.
Moody's has also assigned Aurora Loan Services, LLC its servicer
quality rating of SQ1- as a master servicer.

          First Franklin Mortgage Loan Trust 2006-FF12
      Mortgage Pass-Through Certificates, Series 2006-FF12

                    * Cl. A1, Assigned Aaa
                    * Cl. A2, Assigned Aaa
                    * Cl. A3, Assigned Aaa
                    * Cl. A4, Assigned Aaa
                    * Cl. A5, 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 Baa2
                    * Cl. M9, Assigned Baa3
                    * Cl. B, Assigned Ba1


FIRSTLINE CORP: Ct. OKs Henderson & Godbee as Trustee's Accountant
------------------------------------------------------------------
The Honorable James D. Walker, Jr., of the U.S. Bankruptcy Court
for the Middle District of Georgia in Valdosta authorized David W.
Cranshaw, the Chapter 11 Trustee of FirstLine Corporation, to
employ Henderson & Godbee, LLC, as his accountant.

Henderson & Godbee will:

   -- audit the Statement of Net Assets available for Benefits of
      the Firstline Corporation 401(k) Plan as of Dec. 31, 2005,
      and the related Statement of Changes in Net Assets available
      for Benefits with Fund Information;

   -- prepare the 2005 Federal corporate income tax return;

   -- prepare the 2005 Georgia corporate income tax returns.

Gerald H. Henderson, a partner at Henderson & Godbee, discloses
that the Firm will receive a flat fee of $6,850 for its tax return
services.  For its audit services, the Firm will receive payment
based on actual time spent at the Firm's standard hourly rates,
plus other expenses, not to exceed $10,500.

The hourly rates of some of Henderson & Godbee's professionals
are:

         Professional                        Hourly Rate
         ------------                        -----------
         Gerald Henderson                        $180
         Wendell Godbee                          $180
         Mark Rogers                             $165
         Jim Godbee                              $165
         Maureen Collins                         $160
         Thad Hughes                             $155

The Chapter 11 Trustee believes that Henderson & Godbee represents
no adverse interest to the estate or the Debtor and is
disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

Headquartered in Valdosta, Georgia, FirstLine Corporation --
http://www.firstlinecorp.com/-- supplies home-building and
construction materials.  The company filed for chapter 11
protection on Mar. 6, 2006 (Bankr. M.D. Ga. Case No. 06-70145).
Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor.  Todd C. Meyers, Esq., at Kilpatrick Stockton LLP
represent the Official Committee of Unsecured Creditors.  The
Court appointed David W. Cranshaw as the Debtor's Chapter 11
Trustee.  As of Jan. 31, 2006, the Debtor reported assets totaling
$37,061,890 and debts totaling $26,481,670.


FIRSTLINE CORP: Equity Holder Wants Case Converted to Chapter 7
---------------------------------------------------------------
Donal J. Murphy, an equity security holder, asks the Honorable
James D. Walker, Jr., of the U.S. Bankruptcy Court for the Middle
District of Georgia in Valdosta to convert FirstLine Corporation's
chapter 11 case to a chapter 7 liquidation proceeding.

Mr. Murphy said that cause exists to convert the Debtor's case
under Section 1112 of the Bankruptcy Code.  Mr. Murphy contends
that conversion of the case is in the best interest of the estate.

Wesley J. Boyer, Esq., in Macon, Ga., represents Mr. Murphy.

Headquartered in Valdosta, Georgia, FirstLine Corporation --
http://www.firstlinecorp.com/-- supplies home-building and
construction materials.  The company filed for chapter 11
protection on Mar. 6, 2006 (Bankr. M.D. Ga. Case No. 06-70145).
Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor.  Todd C. Meyers, Esq., at Kilpatrick Stockton LLP
represent the Official Committee of Unsecured Creditors.  The
Court appointed David W. Cranshaw as the Debtor's Chapter 11
Trustee.  As of Jan. 31, 2006, the Debtor reported assets totaling
$37,061,890 and debts totaling $26,481,670.


FLAGSTONE CBO: Moody's May Downgrade Rating on $15 Million Notes
----------------------------------------------------------------
Moody's Investors Service is placing the rating on the note issued
in 2001 by Flagstone CBO 2001-1 Ltd., a high-yield collateralized
debt obligation issuer, on watch for possible downgrade:

   -- The $15,000,000 Class B-1 12.40% Notes Due November 2013
      Prior Rating: Ba2
      Current Rating: Ba2, on watch for possible downgrade

The rating action reflects the deterioration in the credit quality
of the transaction's underlying collateral portfolio, consisting
primarily of speculative grade corporate bonds.  As reported in
the August 2006 trustee report, the weighted average rating factor
of the portfolio was 2876, higher than the transaction's trigger
level of 2400.  In addition, the weighted average coupon of the
deal's portfolio, consisting primarily of fixed-rate bonds, was
9.14, as opposed to the covenant level of 9.25.


FOAMEX INT'L: Foamex L.P. Can Enter Into ProLogis Warehouse Lease
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed
Foamex International Inc. and its debtor-affiliates to authorize
Foamex L.P. to enter into a lease with ProLogis for warehouse
space located in Denver, Colorado, pursuant to Section 363(b) of
the Bankruptcy Code.

As reported in the Troubled Company Reporter on Aug. 21, 2006, the
premises under the proposed Lease related to 25,862 square feet of
space located in the Upland Distribution Center II, Building
No. 3, in Denver.  The facility is used for storage of finished
goods inventory.  The term of the Lease will run from May 1, 2006
through April 30, 2008, with one three-year option to renew.  Base
rent will be $7,263 with a security payment of $6,351.

The Debtors said that the Lease is necessary because it provides
them with the security of a contractual commitment that is more
accommodating to their business needs.

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)


FOAMEX INTERNATIONAL: Panel Taps Greenberg Traurig as Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Foamex
International, Inc., seeks the U.S. Bankruptcy Court for the
District of Delaware's authorization to retain Greenberg Traurig
LLP as its co-counsel, nunc pro tunc to Sept. 1, 2006, pursuant to
Sections 328(a) and 1103(a) of the Bankruptcy Code.

The Creditors Committee has retained Lowenstein Sandler PC to
serve as its counsel and Saul Ewing LLP as its local Delaware
counsel.  Donald J. Detweiler, Esq., was the counsel at Saul Ewing
primarily responsible for working with Lowenstein Sandler on
behalf of the Creditors Committee.

In August 2006, Mr. Detweiler joined Greenberg Traurig as a
shareholder in its Wilmington, Delaware, office.  The Creditors
Committee requests that Mr. Detweiler continue in his role as its
Delaware counsel.  Accordingly, Greenberg Traurig will replace
Saul Ewing as Delaware counsel upon Court approval.

The Creditors Committee believes that the retention of Greenberg
Traurig is appropriate and necessary given the nature of the
Debtors' Chapter 11 cases, Mr. Detweiler's knowledge of the Cases
and the fact that Lowenstein Sandler does not have offices in
Wilmington, Delaware.

As co-counsel of the Creditors Committee, Greenberg Traurig will:

   (a) provide legal advice with respect to the Committee's
       rights, powers and duties;

   (b) prepare all necessary applications, answers, responses,
       objections, orders, reports and other legal papers;

   (c) represent the Committee in all matters arising in the
       Debtors' Chapter 11 cases, including any dispute or issue
       with the Debtors, alleged secured creditors and other
       third parties;

   (d) assist the Committee in its investigation and analysis of
       the Debtors;

   (e) represent the Committee in all aspects of confirmation
       proceedings; and

   (f) perform all other legal services for the Committee that
       may be necessary or desirable in these proceedings.

Greenberg Traurig's principal attorneys and paralegals proposed to
represent the Committee, and their hourly rates are:

          Professional                  Hourly Rate
          ------------                  -----------
          Donald J. Detweiler                $425
          Dennis A. Meloro                   $300
          Elizabeth C. Thomas                $170

Other professionals who will provide services to the Committee
will be paid at these rates:

          Professional                  Hourly Rate
          ------------                  -----------
          Shareholders                 $235 to $750
          Associates                   $130 to $480
          Paralegals                    $65 to $230

Greenberg Traurig will also seek reimbursement of actual and
necessary expenses.

The Creditors Committee assures the Court that the services to be
provided by Greenberg Traurig will not be duplicative of those
provided by Lowenstein Sandler and that its counsels will
coordinate with each other, as appropriate, to minimize
duplication of effort.

Mr. Detweiler attests that Greenberg Traurig is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code, and
does not hold or represent any interest adverse to the Debtors or
their estates.

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)


FREESCALE SEMICON: CEO Says No Major Changes After Going Private
----------------------------------------------------------------
Freescale Semiconductor Inc. is not contemplating major changes to
either organizational or leadership structure when the company
completes its going private transaction, MarketWatch reports
citing company Chairman and CEO Michel Mayer.

"As a private company, we will have significant flexibility to
manage our business and the ability to make faster decisions," Mr.
Mayer told employees Friday.

As reported in TCR-Europe on Sept. 18, Freescale 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.

According to MarketWatch, other private equity groups can submit
bids for the U.S. chip supplier until Nov. 3.  A group led by
Kohlberg Kravis Roberts Company and Silver Lake Partners has also
submitted a rival bid for Freescale.

According to UBS analyst Tom Thornhill, the "KKR group may be able
to offer a higher bid for Freescale based on potential cost
savings," if the private equity shops can merge the company with
the operations of Philips Semi, now named NXP Semiconductors,
MarketWatch relates.

Freescale will be required to pay either a $150 million or
$300 million breakup fee if it accepts another bid, depending on
the timing of any deal termination, among other factors, Matt
Andrejczak writes for MarketWatch.

                        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.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 18, 2006,
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.


G+G RETAIL: Disclosure Statement Hearing Set for October 17
-----------------------------------------------------------
G+G Retail, Inc., submitted a Disclosure Statement in support of
its Plan of Liquidation to the U.S Bankruptcy Court for the
Southern District of New York on Sept. 12, 2006.

The Court will convene a hearing on at 10:00 a.m., on Oct. 17,
2006, to consider the adequacy of the Debtor's Disclosure
Statement.

The Debtor's Plan provides for a distribution of cash to holders
of allowed claims.  In addition the Plan also provides for the
issuance of new common stock.  The new common stock will be
treated as Plan assets and any proceeds of the new common stock
will be distributed as Plan proceeds to the holders of allowed
claims.

The Debtor will conduct no business after the effective date of
the Plan other than the winding up of its affairs.

Payments under the Plan will be funded from the proceeds of the
sale of substantially all of the Debtors' assets to Max Rave, LLC,
and the liquidation of all other assets not included in the sale.
Max Rave purchased the Debtors assets for $35 million in cash plus
payment of approximately $10.4 million of inventory purchased
postpetition, assumption of $2.1 million in liabilities for gift
certificates, assumption of certain leases and the payment of cure
amount on the assigned leases.

                     Treatment of Claims

Priority Claims, totaling $135,000, will be paid in full and in
cash on the effective date of the Plan.

Convenience Claims, estimated to aggregate $744,000, will receive
cash payment equal to 40% of the allowed amount of the claim.

Holders of reclamation claims who agree to the Debtors' proposed
treatment of their claims, will receive a cash payment equal to
the reclamation settlement payment scheduled by the Debtor.
Holders who elect not to avail of the settlement will be treated
as general unsecured creditors.  The Debtor estimates reclamation
claims to total $850,000.

Under the Plan, General Unsecured Creditors are anticipated to
recover 50% of the allowed amount of their claims.  Unsecured
claims are estimated to total $41 million.  Holders of an allowed
unsecured claim will receive a pro rata share of net plan proceeds
pursuant to the terms of the plan.

Subordinated claims, totaling $750,000, will not receive
distributions under the plan.

Equity interest holders also get nothing under the plan.

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

  http://www.researcharchives.com/bin/download?id=060919052441

Headquartered in New York, New York, G+G Retail Inc. retails
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2006 (Bankr.
S.D.N.Y. Case No. 06-10152).  William P. Weintraub, Esq., Laura
Davis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.
Hehn, Esq., at Pachulski, Stang, Ziehl, Young & Jones P.C.
represent the Debtor in its restructuring efforts.  Scott L.
Hazan, Esq.. at Otterbourg, Steindler, Houston & Rosen, P.C.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets of more than US$100 million and debts between US$10
million to US$50 million.



GENERAL DATACOMM: June 30 Balance Sheet Upside-Down By $36.9 Mil.
-----------------------------------------------------------------
General DataComm Industries, Inc., filed its financial statements
for the three months ended June 30, 2006, with the Securities and
Exchange Commission.

The Company reported a $1,201,000 net loss on $3,205,000 of
revenues for the three months ended June 30, 2006.

At June 30, 2006, the Company's balance sheet showed $9,710,000
in total assets and $46,689,000 in total liabilities resulting in
$36,979,000 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $5,636,000 in total current assets available to pay
$45,860,000 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?11de

                        Going Concern Doubt

As reported on the Troubled Company Reporter on Jan. 20, 2006,
Eisner LLP expressed substantial doubt about General DataComm
Industries, Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Sept. 30, 2005 and 2004.  The auditing firm pointed to the
Company's working capital and stockholders' deficits at Sept. 30,
2005; limited ability to obtain new financing; and probable
inability to comply with financial loan covenants  related to
its restructured secured indebtedness.

                       About General DataComm

Headquartered in Middlebury, Connecticut, General DataComm
Industries, Inc. -- http://www.gdc.com/-- is a worldwide provider
of wide area networking and telecommunications products and
services, and it designs, assembles, markets, installs, and
maintains products that enable telecommunications common carriers,
corporations, and government to build, improve, and more cost
effectively manage their global telecommunication networks.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Nov. 2, 2001 (Bankr. D. Del. Case No. 01-11101-PJW).  Curtis J.
Crowther, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtor.  When the Debtor filed for chapter 11 protection, it
listed total assets of $64 million and total debts of $94 million.
General DataComm Industries, Inc., emerged from bankruptcy on
Sept. 15, 2003.


GEORGIA GULF: Royal Group Shareholders Approve Acquisition Plan
---------------------------------------------------------------
On Aug. 4, 2006, shareholders of Royal Group Technologies Limited
approved Georgia Gulf Corporation's proposal to acquire all of the
outstanding shares of Royal Group for CDN$13 in cash per share,
pursuant to an arrangement agreement that was publicly announced
on June 9, 2006.

In addition, Georgia Gulf Corporation and Royal Group Technologies
Limited disclosed that approvals have been received pertaining to
regulatory filings, including the Canadian Competition Act,
Investment Canada and Hart-Scott-Rodino.  Georgia Gulf's announced
acquisition of Royal Group Technologies is currently anticipated
to close Oct. 3, 2006.

Georgia Gulf, headquartered in Atlanta, is a major manufacturer
and marketer of two integrated product lines, chlorovinyls and
aromatics.  The company generated revenues of $2.3 billion for the
year ended Dec. 31, 2005.

                        *     *     *

As reported on the Troubled Company Reporter on Aug. 17, 2006,
Fitch Ratings assigned a 'BB+' rating to Georgia Gulf
Corporation's proposed $1.05 billion senior secured credit
facility.  The issuer default rating and the senior unsecured
notes rating would be 'BB-' upon the closing of Georgia Gulf's
acquisition of Royal Group Technologies and the Rating Outlook
would be Negative.


GREENPARK GROUP: Court Okays Irell & Manella as Bankruptcy Counsel
------------------------------------------------------------------
GreenPark Group, LLC, obtained, from the U.S. Bankruptcy Court for
the Central District of California, authority to employ Irell &
Manella LLP, as its bankruptcy counsel.

As reported in the Troubled Company Reporter on Aug. 7, 2006,
Irell & Manella is expected to:

    a. advise the Debtor with respect to its powers and duties as
       debtor-in-possession in the continued management and
       operation of its affairs and properties;

    b. attend meetings and negotiate with representatives of the
       Debtor's creditors and other parties-in-interest;

    c. take necessary actions to protect and preserve the Debtor's
       estate, including the prosecution of actions on the
       Debtor's behalf, the defense of any action commenced
       against the Debtor, negotiate on behalf of the Debtor with
       respect to all litigation in which the Debtor is involved,
       and object to claims that are filed against the Debtor's
       estate;

    d. prepare all motion, applications, answers, orders, reports,
       and papers on behalf of the Debtor that are necessary to
       the administration of its case;

    e. negotiate and prepare a plan of reorganization , disclosure
       statement, and all related agreement or documents, and take
       all necessary actions on behalf of the Debtor to obtain
       confirmation of the plan;

    f. represent the Debtor in connection with its postpetition
       financing needs, if any;

    g. advise the Debtor in connection with any potential sale of
       assets;

    h. appear before the Court, any appellate courts, and the U.S.
       Trustee, and protect the interests of the Debtor's estate
       before the courts and the U.S. Trustee; and

    i. perform all other necessary legal services and provide all
       other necessary legal advice to the Debtor in connection
       with its chapter 11 case.

Mr. Friedman will bill $675 per hour for the engagement.

Mr. Friedman says that the firm's other professionals who are
expected to render their services in the Debtor's case will bill:

       Professional               Designation        Hourly Rate
       ------------               -----------        -----------
       Jeffrey M. Reisner, Esq.   Partner               $685
       Anthony Pierotti, Esq.     Partner               $640
       Michael G. Ermer Esq.      Partner               $630
       Regine Rutherford, Esq.    Associate             $425
       Andres G. Romay, Esq.      Associate             $370
       Lori S. Gauthier Senior    Legal Assistant       $200

Headquartered in Seal Beach, California, GreenPark Group LLC, is a
real estate developer and building contractor.  The Company and
its affiliate, California/Nevada Developments LLC, filed for
chapter 11protection on June 23, 2006 (Bankr. C.D. Calif.  Case
Nos. 06-10988 & 06-10989).  When the Debtors filed for protection
from their creditors, they estimated assets and debts between $10
million and $50 million.


GREENPARK GROUP: Court Okays Gary Miura as Tax Accountant
---------------------------------------------------------
GreenPark Group LLC and California/Nevada Developments LLC
obtained authority from the U.S. Bankruptcy Court for the Central
District of California to employ Gary C. Miura as their tax
accountant.

As reported in the Troubled Company Reporter on Aug. 15, 2006, Mr.
Miura is expected to:

   a) prepare 2005 federal and applicable state limited liability
      company tax returns; and

   b) perform additional accounting functions and render
      additional accounting services as the Debtors and their
      general insolvency counsel deem necessary and appropriate in
      connection with the administration of the Debtors' chapter
      11 cases.

Mr. Miura disclosed that his hourly rate is $165.  He estimates
that the charge for preparation of the 2005 tax returns will be in
the range from $18,000 to $21,000, plus out-of-pocket expenses.

Mr. Miura has received a $21,000 prepetition retainer from the
Debtors.

Mr. Miura assures the Court that he does not represent any
interest adverse to the Debtor, its estate or its creditors.

Headquartered in Seal Beach, California, GreenPark Group LLC is a
real estate developer and building contractor.  The Company and
its affiliate, California/Nevada Developments LLC, filed for
chapter 11 protection on June 23, 2006 (Bankr. C.D. Calif.  Case
Nos. 06-10988 & 06-10989).  Alan J. Friedman, Esq., at Irell &
Manella, LLP, represents the Debtors.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
between $10 million and $50 million.


GRUPO SENDA: Fitch Rates Proposed $200 Million Senior Notes at B
----------------------------------------------------------------
Fitch Ratings assigned a local and foreign currency Issuer Default
Rating of 'B' to Grupo Senda Autotransporte, S.A., de C.V.  The
Rating Outlook for these corporate ratings is Stable.

In addition, Fitch assigned a preliminary issue rating of 'B' to
Grupo Senda's proposed $200 million issuance of 10-year guaranteed
senior unsecured notes.  Fitch assigned a recovery rating of 'RR4'
to the issue based on average recovery prospects.  The notes will
be due in 2016 and will be fully and unconditionally guaranteed by
Grupo Senda's wholly-owned operating subsidiaries, which account
for about 85% of consolidated EBITDA.

The proceeds of the issuance are expected to be used primarily to
refinance approximately $170 million of the company's bank and
lease debt and for investments.

Grupo Senda's ratings reflect the company's leveraged financial
profile and solid competitive position as a leading provider of
inter-city passenger bus services in Mexico.  Grupo Senda's unique
business model aims to provide higher quality standardized service
within a competitive and fragmented industry.

The ratings also consider the importance of the country's bus
transportation segment due to the price advantages of traveling by
bus relative to alternative means.  Although company's leverage is
high, the ratings incorporate the expectation that operating
EBITDA will strengthen over the next few years as the improvements
and investments are made at subsidiaries acquired over the past
two years.

Grupo Senda's leverage is moderately high and consistent for the
rating category.  At year-end 2005 Grupo Senda had total debt of
$219 million, including an adjustment of $11 million for operating
leases, and generated operating EBITDA of $51 million resulting in
a ratio of total debt-to-EBITDA of 4.3x.

In 2006, Fitch expects Grupo Senda to generate EBITDA of about
$55 million-$60 million and end the year total debt-to-EBITDA
ratio of about 4.6x, slightly higher than in 2005.  In an effort
to improve its credit quality, Grupo Senda may execute an equity
offering in 2007 and use the proceeds to reduce debt to reach a
target total debt-to-EBITDA ratio of about 2.5x.

Compared with other passenger bus companies in Mexico, Grupo
Senda's business model allows the company to operate more
efficiently, better adapt to market conditions and provide higher
quality standardized services and enhanced safety.  The model
involves hiring drivers and other workers that are directly
employed by the company.

In contrast, most of Mexico's other authorized bus transportation
companies are owner-operated such that the bus drivers typically
own one or more of the buses they operate and control shares of
the company in proportion to the number of buses owned.

The bus service market plays a significant role in the overall
passenger transportation sector of Mexico, accounting for
approximately 98% of the 3 billion passenger tickets sold for
intercity travel in 2005.  Alternative means of transportation
such as by airplane or personal car are not economically viable
for the average traveler as approximately 93% of the Mexican
population earns less than $700 per month.

However, low-cost airlines are a new source of competition in some
of the major intercity routes.  The country's rail transportation
infrastructure has been developed almost exclusively for freight
transportation creating a formidable barrier to entry.

Grupo Senda is a holding company and a leading provider of
interstate passenger bus transportation and package delivery
services covering 15 states and more than 120 cities in northeast
and central Mexico and 12 destinations in the state of Texas in
the United States.

In 2005, approximately 82% of Grupo Senda's revenues of about $227
million was generated from its passenger transportation segment
for public intercity and chartered bus services and 18% from its
from its personnel division for intra-city transportation services
to industrial facilities and educational institutions.

The company employs more than 6,000 people and operates a fleet of
more than 2,000 buses operates under several subsidiaries and
brands names and transported about 50 million passengers in 2005.


HENRY BRADFORD: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Henry Mancini Bradford
         Latoya Venita Bradford
         P.O. Box 188260
         Sacramento, California 95818

Bankruptcy Case No.: 06-41568

Chapter 11 Petition Date: September 7, 2006

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtors' Counsel: Marc Voisenat, Esq.
                  Law Offices of Marc Voisenat
                  1330 Broadway #1035
                  Oakland, CA 94612
                  Tel: (510) 272-9710

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Patelco Credit Union                                  $30,000
   P.O. Box 2227
   Merced, CA 95344-0227

   American Express                                      $15,000
   P.O. Box 000l
   Los Angeles, CA 90096-000l

   Pacific Service Credit Union                          $15,000
   P.O. Box 8l9l
   Walnut Creek, CA 94596

   Pacific Gas & Electric                                 $1,700
   P.O. Box 8329
   Stockton, CA 95208


   City of Sacramento                                     $1,200
   P.O. Box 2770
   Sacramento, CA 958l2-2770


   Brinks Home Security                                   $1,200
   P.O. Box 6604l8
   Dallas, TX 75266-04l8


   Alameda Dept. of Child Support Services                $1,000
   P.O. Box 2072
   Oakland, CA 04604-2072

   Law Enforcement Systems, Inc.                            $600
   P.O. Box l348
   Long Island City
   New York, NY lll0l

   Waste Management of Alameda County                       $200
   l72 98th Avenue
   Oakland, CA 94603

   Ebmud                                                     $90
   P.O. Box 24055
   Oakland, CA 94623

   Smud                                                      $60
   P.O. Box l5555
   Sacramento, CA
   958l8-8260


ITC HOMES: Court Sets Plan Confirmation Hearing on September 26
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will conduct
a hearing to consider confirmation of ITC Homes Inc.'s First
Amended Chapter 11 Plan of Reorganization on Sept. 26, 2006,
10:00 a.m., at Courtroom 446, No. 38 S. Scott Avenue in Tucson,
Arizona.

Under the Amended Plan, the Debtor proposes that holders of
Class 3 Claims will retain their liens and security interests and
will be paid in accordance with the terms and conditions in the
loan documents evidencing the Class 3 creditors' claims.

To the extent an allowed secured claim is a claim for real
property taxes, the claim will be paid, together with interest, at
the statutory rate, as and when the lot to which the lien attached
is sold to a third party buyer.

Class 4 general unsecured claims are entitled to deferred pro rata
payments, together with interest from and after the effective date
of the Plan, at the rate of 5% per annum, over a period not to
exceed six months.

The secured claims of First National Bank of Arizona -- the
Debtor's only primary secured lender -- will be in paid in full
and in cash, in accordance with the loan and security documents
evidencing the Bank's claims as modified pursuant to the Cash
Collateral Stipulation, and except that:

   (i) for so long as the Debtor will not be in default under the
       Cash Collateral Stipulation, as modified by the Plan, FNBA
       will not be entitled to receive or retain any claim for
       accrued interest in excess of the non-default rate stated
       in the FNBA loan and security documents; and

  (ii) notwithstanding anything contained in the Cash Collateral
       Stipulation to the contrary, and provided the Debtor will
       not be in default, the date on which the claims will be
       paid in full will be a date that is not more than 18 months
       following the effective date of the Plan.

M&S Unlimited LLC's general unsecured insider claim will be paid
without interest only after claims in classes 1, 2, 4 and 5 have
been paid in full, while M&S and its owners Moshe and Susie
Gedalia's contingent and unliquidated insider claims under an FNBA
loan guarantee will not receive anything under the Plan.

Existing shareholders of the Debtor will not receive any
distribution on account of their interests unless and until all
sums due all claims in other classes are paid in full pursuant to
the Plan.

The Debtor explains that because the Plan provides for a 100%
repayment, and because there is no need for infusion of additional
capital in order to implement it, no new capital is necessary or
required to be contributed by the exiting interest holder under
the Plan for the equity holders to retain their interest in the
Debtor under the Plan.

Vail, AZ-based ITC Homes, Inc. -- http://www.itchomesinc.net/--  
develops residential real estates.  The Company filed for chapter
11 protection on Jan. 26, 2006 (Bankr. D. Ariz. Case No. 06-
00053).  Scott D. Gibson, Esq., at Gibson, Nakamura & Decker,
PLLC, represents the Debtor.  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
of $10 million to $50 million.


ITC HOMES: M&S Wants Case Converted to Ch. 7 or Trustee Appointed
-----------------------------------------------------------------
M&S Unlimited LLC and its owners Moshe and Susie Gedalia ask the
U.S. Bankruptcy Court for the District of Arizona to convert ITC
Homes Inc.'s chapter 11 case into chapter 7 proceeding citing:

  a) the Debtor's Chapter 11 plan of reorganization is not
     confirmable;

  b) the Debtor's Plan is not in the best of creditors; and

  c) the Debtor's principals and its counsel continue to receive
     payments since the Debtor's chapter 11 filing, while the
     estate dissipate.

In the alternative, M&S moves the Court for the appointment of a
chapter 11 trustee to take charge of all estate assets.

M&S is a creditor with regards to a pre-bankruptcy real property
transfer from M&S to the Debtor.

M&S argues that for the Plan to be confirmable, it should show
that the Debtor could ensure development of the real property in
dispute.  M&S further argues that because the Debtor's claim to
the lots in question fails as a matter of law, under the statute
of frauds, the Plan will fail, justifying conversion of the
Debtor's case.

Moreover, M&S contends that the Plan's projections reflect a lack
of any other source of working capital, contributions from equity,
bank financing, or other property for development.

"[The Debtor] simply has nothing to reorganize," M&S maintains.

The Court scheduled the hearing to consider M&S's request on
Sept. 26, 2006, at 10:00 a.m.

M&S Unlimited LLC is represented by Michael J. Crawford, Esq., at
Mesch, Clark & Rothschild, P.C. in this matter.

Vail, AZ-based ITC Homes, Inc. -- http://www.itchomesinc.net/--  
develops residential real estates.  The Company filed for chapter
11 protection on Jan. 26, 2006 (Bankr. D. Ariz. Case No. 06-
00053).  Scott D. Gibson, Esq., at Gibson, Nakamura & Decker,
PLLC, represents the Debtor.  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
of $10 million to $50 million.


JEFFERSON SUPPLY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jefferson Supply Company, Inc.
        1180 Seminole Trail
        Charlottesville, VA 22901

Bankruptcy Case No.: 06-61403

Type of Business: The Debtor manufactures and sells janitorial,
                  sanitary, and industrial cleaning supplies and
                  equipment.  See http://www.jefsco.com/

Chapter 11 Petition Date: September 18, 2006

Court: Western District of Virginia (Lynchburg)

Debtor's Counsel: Andrew S. Goldstein, Esq.
                  Magee Foster Goldstein & Sayers, P.C.
                  P.O. Box 404
                  Roanoke, VA 24003
                  Tel: (540) 343-9800
                  Fax: (540) 343-9898

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Jaffray Woodruff                          $200,000
401 East Market Street
Charlottesville, VA 22902

Bay West Paper Corp.                      $179,087
Bin No. 073
Milwaukee, WI 83288-8200
Tel: (800) 723-0008
Fax: (859) 734-8200

Betco Corporation                         $178,770
P.O. Box 76575
Cleveland, OH 44101-6500
Tel: (888) 462-3826

Pro-Link/Omni Systems                     $171,274
P.O. Box 1418
Rockingham, NC 28379

Pro-Link/GOJO                             $103,314
510 Chapman Street
Canton, MA 02021

Garland C Norris Company                   $90,857

The Butcher Company                        $83,093

Nilfisk Advance Inc.                       $74,275

Fortune Tn                                 $65,097

Misco Products Corp.                       $59,568

Anthony Minton                             $50,000

Pro-Link/Bunding                           $49,294

United Paper Company                       $46,950

PREGIS                                     $37,830

North Carolina Foam Industries             $37,781

Pro-Link/Golden Star                       $31,145

Hantzmon Wiebel LLP                        $30,341

Mr. and Mrs. Ivan Login                    $30,000

Sam Jackson                                $30,000

Kent/Euroclean                             $26,318


JETBLUE AIRWAYS: Fitch Lowers Sr. Unsecured Notes' Rating to CCC
----------------------------------------------------------------
Fitch Ratings downgraded the debt ratings of JetBlue Airways
Corp.:

   -- Issuer Default Rating to 'B' from 'B+'
   -- Senior unsecured convertible notes to 'CCC/RR6' from
      'B-/RR6'

This action affects approximately $425 million of outstanding
debt.  The Rating Outlook for JetBlue is 'Stable'.

Fitch's downgrade reflects JetBlue's highly leveraged capital
structure and its relatively weak margin performance in a
generally improving U.S. airline industry operating environment.
Although planned growth rates for 2006 and beyond have been scaled
back in response to unit revenue and fuel cost pressures in
transcontinental and Northeast-to-Florida markets served by the
Airbus A320, JetBlue is likely to face a continuation of
challenging operating conditions that will put pressure on margins
and operating cash flow over the next several quarters.

Heavy capital spending commitments and financing requirements
linked to scheduled deliveries of A320 and Embraer 190 aircraft
will keep leverage high and free cash flow substantially negative
for an extended period, limiting opportunities for balance sheet
strengthening.

Management's recent statements regarding capitalization and
liquidity priorities point to an increasing focus on liquidity --
as measured by the ratio of cash and investments on hand to LTM
revenues -- as the most important indicator of balance sheet
condition.

As lease-adjusted debt to total adjusted capitalization rises
above 75% (formerly maintained as a target leverage level), equity
issuance in the near term appears unlikely as an alternative to
debt financing.

Progress toward margin recovery has been made since April, when
the company rolled out a plan to drive a return to profitability
through more aggressive yield management and productivity
improvements.

Operating margins in the second quarter improved to 7.7% from an
operating loss margin of -5.2% in the first quarter, but fell from
9.4% in the year-earlier period.  Better sequential results came
largely as a result of very strong average fare growth (15% year-
over-year) resulting from domestic capacity rationalization and
heavy demand.

Cost reduction initiatives call for approximately $35 million in
full-year 2006 operating cost savings, driven in particular by
crew productivity gains and fuel conservation.  Management is
targeting improvement in the ratio of full-time equivalent
employees to aircraft to a level of 80 by year-end 2007, bringing
JetBlue's productivity more closely into line with that of low-
cost leader Southwest Airlines.  Productivity gains of this kind,
if achieved, should limit increases in non-fuel cost per available
seat mile and help the airline deliver better margin performance
into 2007.

Non-fuel CASM has been pressured since late 2005 by the
introduction of the 100-seat E190, as average stage lengths and
aircraft utilization levels have declined.

High fuel costs remain a concern, despite the recent decline in
crude oil and refined product prices to early 2006 levels.
Average jet fuel prices of $2.06 per gallon (net of hedges) in Q2
increased 38% year-over-year, and fuel drove 34% of total
operating expenses in the quarter.

As of June 30, JetBlue had 40% of remaining 2006 fuel purchases
hedged via crude oil swaps (average price of $68 per barrel) and
heating oil contracts (average price of $2.10 per gallon).

With respect to the capacity outlook, Fitch believes that the
planned sale of 5 A320 aircraft in 2006 and the deferral of 12
A320 deliveries between 2007 and 2009 represents a prudent step
toward capacity restraint that should improve cash generation and
operating performance.  Reduction of scheduled service in some of
the worst-performing A320 markets, together with maintenance cost
savings, should support the airline's margins moving into 2007.

Moreover, the ramp-up of demand in higher-yielding E190 markets
should bolster system-wide RASM performance next year.  Fitch
expects unit revenue growth rates to moderate somewhat over the
next few quarters, particularly if leisure travel demand weakens
as part of a general slowdown in U.S. consumer spending.

Still, a benign capacity environment, made possible in large part
by the absence of large U.S. aircraft orders, should lead to
continued JetBlue RASM growth in 2007.

JetBlue faces no immediate liquidity pressure, with $468 million
of cash, cash equivalents and investment securities on the balance
sheet as of June 30.  This total was augmented by $15 million in
availability on a $77 million facility to cover aircraft pre-
delivery deposits.

JetBlue's cash position was equivalent to approximately 23% of its
revenue over the past 12 months, largely in line with measures at
the other large U.S. airlines.  The company does not maintain a
bank credit facility, and all of its aircraft are either
encumbered under debt agreements or leased.

JetBlue's wholly-owned LiveTV subsidiary could be monetized, and
represents a potential source of flexibility should liquidity
concerns intensify in a more difficult operating environment.

The airline's secured debt, made up of both fixed and floating-
rate secured aircraft notes, totaled $2.09 billion at June 30.
Unsecured debt totaled $425 million and consisted of $250 million
in 3.75% convertible debentures due in 2035 and $175 million in
3.5% convertible notes due in 2033.  There are no significant
restrictive covenants associated with JetBlue's debt agreements.

The recovery rating of 'RR6' assigned to JetBlue's two series of
convertible notes reflects the preponderance of secured debt in
the airline's capital structure and the expectation that
enterprise values in a post-default reorganization scenario would
likely result in weak recoveries for unsecured creditors.


JOHNSONDIVERSEY HOLDINGS: Fitch Assigns B- Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings affirmed JohnsonDiversey, Inc.'s ratings:

   -- Senior secured bank credit facilities at 'BB-/RR1'
   -- Senior subordinated debt rating at 'B-/RR4'
   -- Issuer default rating at 'B-'

In addition, Fitch assigned an IDR of 'B-' for JohnsonDiversey
Holdings Inc.'s and affirmed the senior discount notes rating of
'CCC/RR6'.

The Rating Outlook for both remains Negative.

The rating affirmation is supported by the progress
JohnsonDiversey has made on its divestiture program and subsequent
net debt reduction of $390 million during the second quarter of
2006.  Recovery analysis reflects a balance of lower debt and also
a lower asset base with no change in recovery.

The polymer business was sold to BASF for approximately $470
million and the purchase price represented an EBITDA multiple of
10x.

JohnsonDiversey continues to make progress on its previously
announced restructuring plan, which started in November 2005.
Program to date, approximately $175 total costs incurred; $82
million in restructuring expenses, primarily related to
involuntary terminations associated with the withdrawal from the
service-oriented laundry and ware washing business in the US and
$93 million in SG&A including $46 million non-cash asset write-
downs.

Headcount reductions of 749 of which 360 are related to cost
reduction initiatives and organizational redesign.  The remainder
of the headcount reduction is associated with the company's exit
from the service-oriented laundry and ware washing business in the
US.

The recent asset sales will provide JohnsonDiversey greater
financial flexibility to fund and complete the current
restructuring program, since free cash flow has been weak.  Cost
pressure from raw materials have not been completely offset by
pricing initiatives although on a sequential basis gross margins
have improved since the fourth quarter of 2005 through the second
quarter of 2006.

Rating concerns continue to include the likelihood that the
company will need to re-borrow cash under existing credit lines to
have the liquidity to complete the restructuring program.  The
company did draw the full amount ($100 million) under its delayed
draw term facility in July 2006.

Free cash flow for 2006 and 2007 are expected to be negative
before turning positive in 2008.  Additionally Fitch assumes that
in 2006, 2007, and 2008 the company will realize $30 million, $75
million and $150 million respectively in annual savings as a
result of the current restructuring program.

The Negative Rating Outlook incorporates the challenges noted
above as well as the potential for cash payment of PIK interest as
well as a possible put of JohnsonDiversey Holdings stock held by
Unilever.  As always, the volatile cost environment for key raw
materials that JohnsonDiversey uses for its professional products
is also of concern.

Fitch expects raw material prices to continue to be unstable, and
there may be short periods of softening in prices during the
second half of 2006.  However, overall prices are likely to be
maintained at recent levels as the chemical industry proceeds to
its next cyclical peak between 2006 and 2007.

JohnsonDiversey's recent actions have enhanced liquidity and
provide financial flexibility that will allow them to execute its
on-going restructuring program during the next two to three years.
Additional cash sources to fund the restructuring program are
likely to include potential divestitures, availability under its
existing accounts receivable securitization program, and cash from
operations.

Operating results in the near term are expected to continue to be
affected by volatile and high raw material costs, and margins are
likely to be under pressure if price initiatives are unsuccessful.

Commencing in November 2007, JohnsonDiversey Holdings will need to
start paying cash interest on the 10.67% senior discount notes due
2013.  However, under the terms of the notes Holdings will not be
required to pay the portion of interest on the notes on any
interest payment date that exceeds the amount JohnsonDiversey Inc.
can dividend or distribute to Holdings on that date in compliance
with the restrictive covenants under the JohnsonDiversey Inc.
credit facilities and JohnsonDiversey Inc. senior subordinated
notes.

The failure to pay this interest will not constitute a default
under the indenture for the notes.  All accrued and unpaid
interest is due and payable at maturity, regardless of the above
mentioned limitations.

On May 1, 2006, in association with the divestiture of the Polymer
Business, Commercial Markets Holdco, Inc., which is the parent of
JohnsonDiversey Inc. direct parent, JohnsonDiversey Holdings,
Inc., Marga B.V., a subsidiary of Unilever, and Holdings amended
and restated the Stockholders' Agreement dated as of May 3, 2002,
among the parties (as amended and restated, the Stockholders'
Agreement).

Holdco and Marga B.V. own 66 2/3% and 33 1/3%, respectively, of
the outstanding shares of Holdings.  Under the original
stockholders' agreement, at any time after May 3, 2007, Holdings
had the option to purchase, and Unilever had the right, under
certain conditions, to require Holdings to purchase the shares of
Holdings and senior discount notes of Holdings then beneficially
owned by Marga B.V.

In September 2003, Unilever sold its senior discount notes of
Holdings to third parties in a private transaction and therefore,
no longer owns those notes.

The Put and Call Option dates were changed on May 1, 2006.  Under
the New Stockholders' Agreement, at any time after May 3, 2008,
Marga B.V. has the right to require Holdings to purchase the
shares beneficially owned by Marga, B.V.

Holdings has the option to purchase the shares beneficially owned
by Marga B.V. at any time after May 3, 2010.

This soft put by Marga B.V. could force Holdings and
JohnsonDiversey to refinance its debt structure to finance the
cost of the shares.  While a concern, it is far too early to
speculate as to the outcome.

JohnsonDiversey had an EBITDA-to-gross interest expense of 2.3x,
debt-to-EBITDA of 3.22x, and total adjusted debt-to-EBITDAR,
incorporating gross rent, of 5.39x for the 12-months ending June
30, 2006.

These credit metrics compare to EBITDA-to-gross interest expense
of 2.52x, debt-to-EBITDA of 3.89x, and total adjusted debt-to-
EBITDAR, incorporating gross rent, of 5.67x at 2005 year end.

Balance sheet debt was approximately $1.02 billion at the end of
the second quarter.

Additionally, the company has reduced the size of the A/R
securitization program to $75 million in July.  The total adjusted
debt amount includes operating leases, A/R securitization program
balance and JohnsonDiversey Holdings' senior discount note.

At the end of the second quarter, JohnsonDiversey continues to
have sufficient cash balances of $135 million including liquidity
under unused and committed revolving credit facilities totaling
$167 million.

JohnsonDiversey, Inc. is a global player in the I&I cleaning
market and sells its products into the following market segments:
floor care, food service, restroom/housekeeping, laundry, and food
processing.

In addition, JohnsonDiversey is a global supplier of water-based
acrylic polymer resins for printing, packaging, coatings, and
plastics markets.  The company is owned by JohnsonDiversey
Holdings, Inc., which is owned by Commercial Markets Holdco (67%)
and Unilever (33%).  For the 12-months ending June 30, 2006,
JohnsonDiversey had $3.1 billion in net sales and $316 million in
Operating EBITDA.


KAISER ALUMINUM: Clark Public Balks at Claims Disallowance Order
----------------------------------------------------------------
Public Utility District No. 1 of Clark County, doing business as
Clark Public Utilities, maintains that the Bankruptcy Court order
disallowing its claims should be reversed.

As reported in the Troubled Company Reporter on Dec. 21, 2005,
Clark Public filed general unsecured claims against Kaiser
Aluminum & Chemical Corporation:

    a. Claim Nos. 3122 in an unliquidated amount for certain
       refund ordered by the Federal Energy Regulatory Commission
       in an action commenced by Puget Sound Energy, Inc., a
       utility company in the Pacific Northwest; and

    b. Claim No. 7245 for $63,716,317 for certain disgorgement
       ordered by the FERC for making a jurisdictional sale of
       power without prior FERC authorization in violation of the
       Federal Power Act.

The Debtors asked the Court for a summary judgment regarding their
motion to disallow and expunge the claims of Clark Public
Utilities citing that there are no disputed issues of material
fact so the Clark claims should be disallowed as a matter of law.

As reported in the Troubled Company Reporter on April 3, 2006,
Clark Public objected to the Debtors' request for a summary
judgment regarding their motion to disallow and expunge the claims
of Clark Public.  Frederick B. Rosner, Esq., at Jaspan,
Schlesinger & Hoffman LLP, in Wilmington, Delaware, asserted that
the Debtors have failed to show that there are no genuine issues
of material fact in the dispute.

For reasons stated in open court, Judge Judith K. Fitzgerald
approved the Debtors' request for summary judgment and disallowed
Clark's Claim Nos. 3122 and 7245 in their entirety.

Mr. Rosner asserts that the Bankruptcy Court erred in failing to
yield to the Federal Energy Regulatory Commission's jurisdiction.
He states that the federal agency has exclusive jurisdiction over
claims that power was sold without proper authorization and that
unjust and unreasonable rates were charged for the sale of power.

Citing Cal. Dept. of Water Res. v Calpine Corp. (In re Calpine
Corp.), 337 B.R. 27, 38 (S.D.N.Y. 2006), appeal docketed, No. 06-
0480-bk (2d Cir. Feb. 1, 2006), Mr. Rosner avers that the
Bankruptcy Court is required to yield to a federal regulatory
agency's exclusive jurisdiction as granted by the U.S. Congress.

Mr. Rosner also contends that barring Clark's claims is wholly
inequitable and inconsistent with the application of the automatic
stay and the doctrine of res judicata.

Under the elements of administrative res judicata, the
unauthorized sale claim is not barred because it was a different
cause of action than that at issue in the Puget Sound Proceeding
and because it was not a claim that was brought or could have been
brought in that proceeding, Mr. Rosner explains.

Furthermore, the unjust and unreasonable rate claim is also not
barred, Mr. Rosner contends, because the Puget Sound Proceeding is
currently on appeal and it did not adjudicate the merits of
Clark's claims.

Barring Clark's claims under principles of res judicata would
effect an inequitable administration of law, Mr. Rosner asserts.
He maintains that the FERC should be the entity that decides
whether res judicata bars Clark's claims in the first instance and
not the Bankruptcy Court.

Clark says it is not attempting to bring its claims in the
Bankruptcy Court or the District Court; rather, it simply wants to
bring its claims in their rightful jurisdiction home.  Thus,
Clark asks the District Court:

   (1) to reverse the Bankruptcy Court's ruling;

   (3) grant its motion to withdraw the reference;

   (2) order its claims to be presented to the FERC;

   (3) upon an adjudication by the FERC of what, if anything, is
       owed by Kaiser to Clark, order the Bankruptcy Court to
       enforce that amount in Kaiser's bankruptcy as an
       adjudicated claim; or

   (4) in the alternative, reverse the Bankruptcy Court's order
       and remand the case to the Bankruptcy Court for further
       proceedings.

                           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)


LEVITZ HOME: Creditors' Panel Taps LeClair Ryan as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Levitz
Home Furnishings, Inc., and its debtor-affiliates' bankruptcy case
seeks permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain the law firm of LeClair Ryan as its
special litigation counsel to analyze and pursue avoidance actions
in the Debtors' bankruptcy cases, nunc pro tunc to Aug. 15, 2006.

As previously reported, the Court approved a stipulation entered
into among the Creditors' Committee, the Debtors, and PLVTZ, LLC,
conferring standing on the Creditors' Committee to bring
avoidance actions on behalf of the Debtors' estates.

The attorneys in the bankruptcy group at LeClair have significant
experience and expertise in preference litigation, avoidance
disputes, and Chapter 11 cases generally, according to Committee
Chairperson Richard E. Caruso.

To the extent necessary, Prentice Capital Management, LP, has
concurred with the selection of LeClair.

As special litigation counsel, LeClair will:

    (i) provide analysis to the Creditors' Committee regarding
        potential recovery of avoidance actions and any defenses
        to those actions;

   (ii) make demands, file appropriate complaints or other
        pleadings in an effort to recover avoidable transfers;

  (iii) to the extent appropriate, negotiate settlements with
        third-party defendants in the avoidance actions on behalf
        of the Creditors' Committee;

   (iv) provide the Creditors Committee with legal advice
        concerning the advisability of litigating or settling each
        of the avoidance actions;

    (v) provide regular reporting, and accounting, of the status
        of all preferences and other avoidance actions; and

   (vi) perform other legal services for the Creditors' Committee
        as may be necessary or proper.

With respect to each avoidance claim for which LeClair is
engaged, LeClair will be paid on a contingency fee basis:

    (1) Category I Cases

        LeClair will be paid 10% of the gross recovery for any
        Category I Case.  A "Category I Case" will mean any
        avoidance claim handled by LeClair that settles after
        written demand letters are issued, but before a complaint
        is filed with respect to that claim;

    (2) Category II Cases

        LeClair will be paid 15% of the gross recovery for any
        Category II Case.  A "Category II Case" will mean any
        avoidance claim handled by LeClair that settles at
        anytime after the complaint is filed in respect to the
        matter and that is not a Category III Case;

    (3) Category III Cases

        LeClair will be paid 20% of gross recovery for any
        Category III Case.  A "Category III Case" will mean any
        avoidance claim handled by LeClair that goes to trial or
        settles within five business days before any trial or
        arbitration or anytime thereafter.

LeClair will generate monthly statements showing the gross
amounts recovered during the previous month, the Category of the
recovery, and a calculation of the appropriate fee to be paid to
LeClair for the recovery, Mr. Caruso tells Judge Lifland.

In addition to legal fees, LeClair's monthly statements will set
forth expenses incurred and costs advanced on the Creditors'
Committee's behalf.  LeClair will not seek reimbursement for
travel expenses between its offices outside of New York and New
York in connection with the engagement.

LeClair will be permitted, on a monthly basis, to receive from
the gross recoveries on the avoidance actions, its percentage
fee, as applicable, plus 100% of its expenses, up to a cap of
$50,000.  After the $50,000 cap on expenses is exceeded by
LeClair, it will be permitted to receive 80% of its qualified
expenses on a monthly basis from the gross recovery on the
avoidance actions.

Bruce H. Matson, Esq., a member of LeClair, discloses that the
firm currently represents DeCoro U.S.A., a creditor in the
Debtors' bankruptcy cases and a member of the Creditors'
Committee.

Mr. Matson explains that LeClair's representation of the
Creditors' Committee does not create a conflict of interest, as
the interests of DeCoro and the Creditors' Committee are aligned
with respect to maximizing the recovery of avoidable transfers
for the benefit of all unsecured creditors.  Moreover, to the
extent DeCoro received any avoidable transfer, Prentice released
DeCoro from any of that liability.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


LONG BEACH: Moody's Puts Low-B Ratings on Two Class Certificates
----------------------------------------------------------------
Moody's Investors Service assigns a rating of Aaa to the senior
certificates issued by Long Beach Mortgage Loan Trust 2006-7, and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by Long Beach Mortgage Company
originated adjustable-rate (83.93%) and fixed-rate (16.07%)
subprime mortgages.  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 provided Wachovia Bank, N.A. and mortgage insurance.
After taking into account the benefits of mortgage insurance
Moody's expects collateral losses to range from 4.15% to 4.65%.

Washington Mutual Bank will act as a servicer.  Moody's has
assigned Washington Mutual its servicer quality rating of SQ2 as a
primary servicer of subprime loans.

These are the rating actions:

   Issuer: Long Beach Mortgage Loan Trust 2006-7

           * Cl. I-A, Assigned Aaa
           * Cl. II-A1, Assigned Aaa
           * Cl. II-A2, Assigned Aaa
           * Cl. II-A3, Assigned Aaa
           * Cl. II-A4, 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


LONGYEAR HOLDINGS: Debt Increase Prompts S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Salt Lake City, Utah-based Longyear Holdings Inc.
on CreditWatch with negative implications.

"We placed the rating on CreditWatch because of a proposed
transaction in which the company will significantly increase its
debt to $1.27 billion from a June 30, 2006, level of $578
million," said Standard & Poor's credit analyst Dominick D'Ascoli.

"We view this amount of financial leverage and the prospective
owners' financial policy as very aggressive."

The increase is intended to:

   * finance a 51% equity investment in Longyear Holdings Inc. by
     institutional investors led by Macquaire Bank Ltd.;

   * finance the Drillcorp acquisition; and

   * refinance existing debt facilities at Longyear Holdings Inc.

At the company's request and because all existing debt will be
refinanced under the new transaction, Standard & Poor's will
withdraw its public ratings on Longyear when the transaction
closes.


LPATH INC: Losses Continue in Quarter Ended June 30
---------------------------------------------------
Lpath, Inc., incurred a $1,467,432 net loss for the three months
ended June 30, 2006, as compared to a $315,229 net loss for the
same period in 2005.

The Company's sole source of revenue to date has been research
grants received from the National Institutes of Health.  Grant
revenue for the three months ended June 30, 2006 was $185,000
compared with $174,000 for the three months ended June 30, 2005.
The Company said the increase reflects typical variations in
research activities from one quarter to another.

At June 30, 2006, the Company's balance sheet showed $4,933,406 in
total assets, $810,219 in total liabilities and a $4,123,187
stockholders' equity.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?11d6

                       Going Concern Doubt

Levitz, Zacks & Ciceric expressed substantial doubt about Lpath,
Inc.'s ability to continue as a going concern after auditing the
Company's 2005 financial statements.  The auditing firm pointed to
the Company's recurring losses from operations.

                            About Lpath

Headquartered in San Diego, California, Lpath, Inc. --
http://www.lpath.com/-- formerly known as Lpath Therapeutics,
Inc., operates as a drug discovery company in the United States.
The company develops therapeutics for diseases, which involve
changes in the activity and/or production of sphingolipids.


LSP GEN: Dynegy Merger Prompts S&P to Affirm Debts' Low-B Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
LSP Gen Finance Co. LLC's $950 million first-lien term loan, $40
million first-lien delayed-draw term loan, $500 million first-lien
special LOC, and $100 million first-lien revolving credit
facility.

Standard & Poor's also affirmed its 'B' rating on LSP Gen
Finance's $150 million second-lien term loan.  The outlook is
stable.

The rating affirmation follows the company's announcement that it
will be acquired by Dynegy Inc.  The transaction is valued at
$2.57 billion, and will be funded by Dynegy with about 75% equity
and 25% debt.  The transaction will include the Kendal and Plum
projects, also owned by LSP Gen Finance parent, LS Power
Generation LLC.

"The rating action on LSP Gen Finance primarily reflects the fact
that LS Power Generation is structured as a bankruptcy-remote
entity from its current ultimate parent, LS Power Equity Partners
L.P.," said Standard & Poor's credit analyst Dimitri Nikas.

"As long as the bankruptcy-remote arrangement does not change, the
ratings on the obligations of LSP Gen Finance reflect the stand-
alone credit profile of the entity," he continued.

The stable outlook reflects Standard & Poor's expectation that net
revenues will be stable over the intermediate term, in light of
the hedges in place.


MAB INC: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------
Debtor: MAB, Inc.
        3318 Thorngate Drive
        Herndon, VA 22071
        Tel: (703) 471-0768

Bankruptcy Case No.: 06-11132

Chapter 11 Petition Date: September 18, 2006

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Kermit A. Rosenberg, Esq.
                  Tighe Patton Armstrong Teasdale, PLLC
                  1747 Pennsylvania Avenue Northwest, 3rd Floor
                  Washington, DC 20006-4604
                  Tel: (202) 454-2800
                  Fax: (202) 454-2805

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
FCC Equipment Financing          Unsecured Portion       $188,736
P.O. Box 905010                  of Truck Note     Collateral FMV
Charlotte, NC 28290-0510                                 $140,000
Tel: (904) 636-6450

Financial Federal                Unsecured Portion       $176,850
10715 David Tayler Drive         of Truck Note     Collateral FMV
Charlotte, NC 28262                                      $140,000
c/o Kevin Parry
Tel: (704) 927-6745

PACCAR Financial                 Unsecured Portion       $168,384
240 Gibraltar Road, Suite 120    of Truck Note     Collateral FMV
Horsham, PA 19044                                        $140,000
Tel: (800) 851-2576

TCF Equipment Finance            Unsecured Portion       $107,966
P.O. Box 4130                    of Truck Note     Collateral FMV
Hopkins, MN 55343-4130                                    $85,000
Tel: (866) 311-2755

Key Equipment                    Unsecured Portion       $157,077
P.O. Box 203901                  of Truck Note     Collateral FMV
Houston, TX 77216-3901                                   $140,000
Tel: (800) 690-2225

Best One Tire & Service          Account                  $12,923

GE Transportation                Unsecured Portion       $149,430
                                 Of Truck Note     Collateral FMV
                                                         $140,000

Johnny Wheels, Inc.              Account                   $7,844

Alban Tractor Company, Inc.      Account                   $5,557

DaimlerChrysler Services         Unsecured Portion       $144,768
                                 Of Truck Note     Collateral FMV
                                                         $140,000


MALCOLM WATKINS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Malcolm Rollond Watkins
        741 Isaac Watkins Road
        Montrose, GA 31065

Bankruptcy Case No.: 06-30390

Chapter 11 Petition Date: September 5, 2006

Court: Southern District of Georgia (Dublin)

Judge: Susan D. Barrett

Debtor's Counsel: Sims W. Gordon, Jr., Esq.
                  Gordon & Boykin
                  1180 Franklin Road Southeast, Suite 101
                  Marietta, GA 30067
                  Tel: (770) 612-2626

Total Assets: $2,836,375

Total Debts:  $6,498,848

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


MILACRON CORP: Contributes $30 Million to Pension Obligation
------------------------------------------------------------
Milacron Inc. launched a voluntary advance contribution to its
U.S. defined benefit plan of approximately $30 million on
September 15.  Credit for this pre-funding will eliminate any
contributions required in 2007, currently estimated at
approximately $57 million.

Milacron raised the bulk of the prepayment, approximately
$18 million, through the liquidation of investments for non-
qualified retirement plans for executives. The company also used
approximately $2 million in proceeds from the recent sale of a
previously closed facility as well as approximately $6 million in
cash repatriated from outside the U.S. The balance, approximately
$4 million, was borrowed through its revolving credit facility.

Milacron is currently in the process of selling various other non-
core, non-operating assets such as land, facilities and equipment
made redundant through current and previous consolidations.

Headquartered in Cincinnati, Ohio, Milacron Inc. (NYSE: MZ)
-- http://www.milacron.com/-- is a leading global manufacturer
and supplier of plastics-processing equipment and related
supplies.  Milacron is also one of the largest global
manufacturers of synthetic water-based industrial fluids used in
metalworking applications.  The company has major manufacturing
facilities in: North America, Europe, and Asia.  Milacron's annual
revenues approximated $805 million over the last twelve months.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Moody's Investors Service affirmed the Caa1 corporate family
ratings of Milacron Inc. and the Caa1 rating of the Company's
$225 million of 11.5% guaranteed senior secured notes due 2011.


MKP CBO: Moody's Downgrades Rating on $250 Million Notes to B2
--------------------------------------------------------------
Moody's Investors Service downgraded the $250,000,000 Class A-IL
Floating Rate Notes Due February 2036 issued by MKP CBO I, Ltd..

According to Moody's, the rating action reflects the significant
deterioration in the coverage tests.  Moody's noted that, as of
the August 28th trustee report on the transaction, the Class A
Over-collateralization Test was at 89.5% (106% trigger), the Class
B Over-collateralization Test was at 80.8% (101% trigger).

This transaction closed on Feb. 8, 2001.

Rating action: downgrade

   * Issuer: MKP CBO I, LTD.

     -- Class Description: $250,000,000 Class A-IL Floating Rate
        Notes Due February 2036

        Prior Rating: Ba1 (on watch for possible downgrade)
        Current Rating: B2


MUSICLAND HOLDING: Inks Pact Governing Treatment of Best Buy Docs.
------------------------------------------------------------------
Hahn & Hessen LLP, counsel for the Official Committee of Unsecured
Creditors of Musicland Holdings Corp., and its debtor affiliates,
served a subpoena on Best Buy Co., Inc., on June 22, 2006, in
connection with their Rule 2004 discovery.

Best Buy has designated certain documents to be confidential.

Accordingly, the parties enter into a Court-approved stipulation
to govern the treatment of documents produced pursuant to the
Subpoena.

The parties agree that the confidential information disclosed by
Best Buy to any Receiving Party will be used solely for purposes
of the Debtors' Chapter 11 cases and any related adversary
proceeding.

Confidential information may be used in testimony at trial, at a
hearing or deposition, or in connection with any motion, and may
be offered in evidence at trial or in connection with any motion
or hearing, all subject to any further order regarding
confidentiality as the U.S. Bankruptcy Court for the Southern
District of New York may enter.

Confidential information refers to information that Best Buy
claims in good faith to be its trade secrets, unpublished
financial data or information, customer information, business
methods or plans, other information of a non-public nature
considered to be commercially or personally sensitive.

                      About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen 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.  (Musicland Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Wants Solicitation Procedures Approved
---------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to:

   (a) approve the Disclosure Statement for their First Amended
       Joint Plan of Liquidation;

   (b) fix a voting record date pursuant to Rule 3018(a) of the
       Federal Rules of Bankruptcy Procedure;

   (c) approve uniform solicitation and voting procedures with
       respect to the Plan;

   (d) approve the form of the Solicitation Package and the
       solicitation notices;

   (e) schedule certain dates, including:

       -- Confirmation Hearing,
       -- Confirmation Objection Deadline, and
       -- Voting Deadline, and

   (f) extend their exclusive period to solicit votes to accept
       or reject the Plan through and including December 28,
       2006.

Specifically, the Debtors propose this schedule:

   October 5, 2006     Disclosure Statement Objection Deadline
   October 12, 2006    Disclosure Statement Hearing
   October 12, 2006    Voting Record Date
   October 18, 2006    Distribution of Solicitation Packages
   November 20, 2006   Voting Deadline
   November 20, 2006   Plan Objection Deadline
   November 24, 2006   Debtors' Reply to Plan Objections Deadline
   November 28, 2006   Confirmation Hearing

               Disclosure Statement Must Be Approved

James A. Stempel, Esq., at Kirkland & Ellis LLP, in New York,
contends that the Debtors' Disclosure Statement contains adequate
information regarding their proposed Chapter 11 Plan as required
by Section 1125(b) of the Bankruptcy Code.

According to Mr. Stempel, the Debtors' Disclosure Statement
contains, or will contain prior to solicitation, the pertinent
information necessary for holders of claims and equity interests
to make an informed decision about whether to vote to accept or
reject the Plan, including, among other things, information
regarding:

   (a) the Plan;

   (b) the history of the Debtors, including certain events
       leading to the commencement of the Chapter 11 Cases;

   (c) the operation of the Debtors' business and significant
       events during the Chapter 11 Cases;

   (d) the Debtors' prepetition capital structure and
       indebtedness;

   (e) the Debtors' corporate structure;

   (f) claims asserted against the Debtors' estates and the
       procedures for the resolution of disputed, contingent, and
       unliquidated claims or equity interests;

   (g) certain risk factors to consider that may affect the Plan;

   (h) the contemplated administration of the Debtors' estates
       following confirmation of the Plan;

   (i) certain federal income tax law consequences of the Plan;

   (j) the classification and treatment of claims and equity
       interests;

   (k) the provisions governing distributions under the Plan;

   (l) the means for implementation of the Plan;

   (m) the treatment of litigation; and

   (n) a disclaimer indicating that no statements or information
       concerning the Debtors and their assets are authorized
       other than those set forth in the Disclosure Statement.

                        Voting Record Date

Mr. Stempel asserts that a Voting Record Date is needed to
determine:

   (a) the creditors and interest holders that are entitled to
       receive the Solicitation Package pursuant to the
       Solicitation Procedures;

   (b) the creditors and interest holders entitled to vote to
       accept or reject the Plan; and

   (c) whether claims or interests have been properly transferred
       to an assignee pursuant to Bankruptcy Rule 3001(e) so that
       the assignee can vote as the holder of the claim or equity
       interest.

                     Confirmation Objections

Objections to confirmation of the Plan must:

   -- be in writing;

   -- state the name and address of the objecting party, and the
      amount and nature of the claim or interest of that party;

   -- state with particularity the basis and nature of any
      objection to the Plan and, if practicable, proposed
      modification to the Plan that would resolve the objection;
      and

   -- be filed with the Court and served so that it is received
      no later than 4:00 p.m. (prevailing Eastern Time), eight
      days before the Confirmation Hearing.

                     Solicitation Procedures

BMC Group, Inc., will act as the Debtors' voting agent.  Among
others, BMC Group will distribute Solicitation Packages, tabulate
Ballots, respond to inquiries relating to the plan process,
solicit votes on the Plan, and contact creditors and equity
holders regarding the Plan.

The Debtors seek the Court's authority to extend the Voting
Deadline, when necessary, to a date no later than six days before
the Confirmation Hearing.

The Solicitation Package will be distributed to those parties
entitled to vote on the Plan.  Copies of documents in the
Solicitation Packages will also be served on:

   (a) the United States Trustee for the Southern District of New
       York;

   (b) counsel to the Committee;

   (c) counsel to the Informal Committee; and

   (d) those parties who have filed and not withdrawn requests
       for notices under Bankruptcy Rule 2002 as of the Record
       Date.

The Debtors note that the forms of the Ballots comply with
Bankruptcy Rule 3018(c) and are based substantially on Official
Form No. 14.  The forms of Ballots, however, have been modified to
address the particular needs of the Debtors' Chapter 11 cases.

Parties who are not entitled to vote will receive a Notice of
Non-Voting Status.

The Debtors have also established procedures regarding temporary
allowance of claims for voting purposes only.

          Exclusive Solicitation Period Must Be Extended

Mr. Stempel tells the Court that due to factors not entirely
within the Debtors' control, including the changing of hands of
the secured trade debt and the resultant change in representation
of that constituency, negotiations over the terms of a revised
consensual plan were stalled.  The Debtors were only able to file
a Disclosure Statement and a First Amended Joint Plan of
Liquidation, on September 14, 2006, based on negotiations with the
Committee and Informal Committee.

Therefore, Mr. Stempel says, to accommodate the time needed to
file and garner court approval of a disclosure statement and
conduct solicitation of that amended plan, the Debtors' Exclusive
Solicitation Period must be extended.

Mr. Stempel relates that the Debtors have discussed the extension
of the Solicitation Period with the Official Committee of
Unsecured Creditors and the Informal Committee of Secured Trade
Vendors, and the Debtors believe that both committees support
their request.

                      About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen 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.  (Musicland Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NAPSTER: Engages UBS Investment to Assist in Possible Sale
----------------------------------------------------------
Napster disclosed that in response to recent third party interest
in establishing strategic partnerships or potentially acquiring
the company, it has retained UBS Investment Bank to assist the
Board and management in its evaluation of strategic alternatives.

Chris Gorog, Napster's Chairman & CEO, said, "Napster is in a
strong position to continue aggressively building our business as
an independent company and we are pleased to also have the
opportunity to thoughtfully examine potential combinations that
may further enhance Napster's unique strategic and brand position
in the center of digital media.  Our goal is to enhance
shareholder value which could potentially lead to a new strategic
partnership or the sale of the company but in any event our
primary focus will remain on growing Napster."

Nand Gangwani, Napster's CFO, said, "Napster has a strong balance
sheet with a healthy cash position of $97 million as of the close
of the first quarter and we are currently generating annual
revenues in excess of $100 million.  For the second half of our
fiscal year, we project a strong up-tick in subscription growth
from a base of more than half a million subscribers and a
significant expansion of our mobile business, including the
addition of new tier one wireless partners.  We are also looking
forward to launching in Japan this fall as scheduled, expanding
our global footprint to include the top four music markets in the
world."

The company advised that it has not set a definitive timetable for
completion of its evaluation and further that there can be no
assurances that the evaluation process will result in any specific
transaction.  The company also advised that it does not intend to
disclose developments regarding its evaluation of strategic
alternatives unless and until its Board of Directors approves a
definitive transaction.

Napster (Nasdaq: NAPS) -- http://www.napster.com/-- is committed
to making great music experiences more accessible to all music
fans.  Napster.com gives web users the power to legally listen on-
demand to a massive catalog of music from major and independent
labels, wherever they are on the Web -- for FREE.  The Napster
music subscription service offers a premium experience that
includes unlimited access to CD-quality music and advanced
discovery, community and programming features in an advertising-
free environment.  Napster To Go subscribers also enjoy unlimited
transfer of music to a compatible MP3 player.  Napster Light, an a
la carte download store, and Napster Mobile, a hosted music
service featuring artist images, ring tones and full-length songs,
round out the Napster digital music lineup.  Napster is
headquartered in Los Angeles with sales offices in Frankfurt and
London.

Napster along with its affiliates filed for chapter 11 protection
on June 6, 2002 (Bankr. D. Del. Case No. 02-11573).  Daniel J.
DeFranceschi, Esq., Russell C. Silberglied, Esq., at Richards,
Layton & Finger and Richard M. Cieri, Esq., Michelle Morgan
Harner, Esq., at Jones, Day, Reavis & Pogue represented the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed debts of more than
$100 million.  The Debtors chapter 11 plan of liquidation was
confirmed on Apr. 20, 2004.  The court entered an order formally
closing the Debtor's chapter 11 petition on Jan. 10, 2005.


NAZU INC.: Judge Bohm Won't Relitigate State Ct. Default Judgment
-----------------------------------------------------------------
Temeka R. Farr sued Nazu, Inc., d/b/a 7 Evenings Food Stores, in
the County Court at Law Number 1 of Harris County, Texas, on
May 6, 2002, complaining that she was brutally beaten by employees
Sajjad Kahn and Khurram Kahn (also named as defendants in the
lawsuit) when she was shopping on May 8, 2000 at a convenience
store located at 8900 South Braeswood in Houston.

On May 13, 2002, the lawsuit was served on Nazu's sole officer,
director, president and registered agent, Aziz Shah.  Service on
the individual defendants was never completed.  Nazu did not file
an answer, and the State Court entered a default judgment on
May 26, 2004.

Nazu, Inc., dba 7 Evenings Food Stores, sought chapter 11
protection on Aug. 6, 2004 (Bankr. S.D. Tex. Case No. 04-41332).
On Aug. 26, 2005, Ms. Farr filed a $30,125 Proof of Claim based on
her Default Judgment.  On Dec. 19, 2005, Nazu objected to the
claim because (1) it was filed after the court-ordered bar date
and (2) the Debtor was not the responsible party as alleged in Ms.
Farr's State Court lawsuit.

Because the debtor did not schedule Ms. Farr as a creditor in its
bankruptcy papers, the Honorable Jeff Bohm says Ms. Farr's tardy
claim will be deemed timely filed in the Debtor's chapter 11 case.

In a decision published at 2006 WL 2474819, Judge Bohm says that
he won't give the Debtor a second bit at the apple to litigate the
merits of Ms. Farr's complaint, because that would violate the
Rooker-Feldman doctrine.  "[T]he Debtor failed to answer Farr's
State Court Suit and chose not to avail itself of any of the
remedies available in Texas state courts.  Therefore, giving the
Default Judgment . . . the same deference as a Texas state court
would, this Court cannot grant the Debtor relief from the Default
Judgment," Judge Bohm says.

Nazu is represented in its chapter 11 proceeding by:

          Pete W. Weston, Esq.
          Weston & Associates, PLLC
          3100 Weslayan, Suite 250
          Houston, Texas 77027
          Telephone (713) 623-4242


NEW CONSTRUCTION: Court OKs Arthur Lander as Trustee's Accountant
-----------------------------------------------------------------
The Honorable Stephen S. Mitchell of the U.S. Bankruptcy Court for
the Eastern District of Virginia in Alexandria authorized Richard
Bartl, the Chapter 7 Trustee of New Construction, Inc.'s case, to
employ Arthur Lander, C.P.A., P.C., as his accountant.

The Firm will:

   a. compile books and records;

   b. prepare and file all necessary tax returns on behalf of the
      estate;

   c. advise Chapter 7 Trustee of his duties and responsibilities
      under the Internal Revenue Code;

   d. work with the Chapter 7 Trustee in assessing the Estate's
      financial condition; and

   e. perform other accounting matters that arise in the
      administration of this estate.

Mr. Lander, the president of the Firm, discloses the hourly rate
of the Firm's professionals are:

      Professional                     Hourly Rate
      ------------                     -----------
      Arthur Lander                        $265
      Thai Ton                             $110
      Anne Mueller                          $55

Mr. Lander assures the Court that the Firm represents no interest
adverse to the estate under Section 327(a) of the Bankruptcy Code.

Headquartered in Manassas, Virginia, New Construction, Inc.,
provides site development, road construction and utilities
services. The Company filed for chapter 11 protection on Feb. 17,
2004, (Bankr. E.D. Va. Case No. 04-10657). Linda Dianne
Regenhardt, Esq., at Gary & Goodman PLLC represents the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $6,470,124 in total assets and
$21,018,941 in total debts.

The Court converted the Debtor's case to a chapter 7 liquidation
proceeding on Oct. 19, 2004.  The Court appointed Richard Bartl as
the Debtor's Chapter 7 Trustee.  Gregory H. Counts, Esq., at
Tyler, Bartl, Gorman & Ramsdell, PLC, represents the Chapter 7
Trustee.


NOETH CORP: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Noeth Corp.
        dba Catskill Mountain Lodge
        2287 East Terry Clove Road
        De Lancey, NY 13752

Bankruptcy Case No.: 06-62251

Chapter 11 Petition Date: September 18, 2006

Court: Northern District of New York (Utica)

Judge: Stephen D. Gerling

Debtor's Counsel: Gerald Orseck, Esq.
                  Orseck Law Offices
                  1924 State Route 52
                  P.O. Box 469
                  Liberty, NY 12754
                  Tel: (845) 292-5800
                  Fax: (845) 292-6749

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Agnes and Guenther Noeth      Loan                       $40,000
2287 East Terry Clove Road
De Lancey, NY 13752

Catskill Central School       2005 and 2006              $36,000
District                      School tax
P.O. Box 390
Catskill, NY 12414

Green County Treasurer        Back land taxes            $30,700
P.O. Box 191
Catskill, NY 12414

NYS Dept of Taxation &        2006 Sales taxes           $22,500
Finance
TSRDBusin. Sales Tax
Protest Resolution
WA Harriman State Campus
Albany, NY 12227

Helen Spimpinato              Personal loan              $20,000
166-12 21st Avenue
Whitestone, NY 11357

Michigan Miller Insurance     Insurance                   $9,039
Co.
P.O. Box 30060
Lansing, MI 48909

Chase                         Trade debt                  $8,734
P.O. Box 15153
Wilmington, DE 19886

Capital One                   Trade debt                  $5,881
P.O. Box 30285
Salt Lake City, UT 84130

Bottini Fuel                                              $3,954
2785 W. Main Street
P.O. Box 1640
Wappingers Falls, NY 12590

CH Energy Group Inc.          Trade debt                  $3,666
284 South Avenue
Poughkeepsie, NY 12601

Verizon                       Trade debt                  $2,965
P.O. Box 15124
Albany, NY 12212

Gulinello's Towne and         Trade debt                    $300
Country, Inc.
7 Dock Street
Hudson, NY 12534

Freskeeto Frozen Foods        Trade debt                    $221
Route 29
P.O. Box 547
Ellenville, NY 12428

High Point                    Trade debt                    $151
52 Broadhead Road
West Shokan, NY 12494

Andreas Noeth                 Claim to stock of               $1
P.O. Box 334                  Noeth Corp.
Palenville, NY 12463

David R. Noeth                Claim to stock of               $1
P.O. Box 101                  Noeth Corp.
Palenville, NY 12463


NORSTAN APPAREL: Revises NachmanHaysBrownstein's Retention Scope
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approved the supplemental application of Norstan Apparel Shops
Inc. dba Fashion Cents and its debtor-affiliates expanding the
scope of NachmanHaysBrownstein Inc.'s retention as their
professional managers.

In addition to its original Court-approved scope of services,
NachmanHaysBrownstein will prepare expert reports and provide
the Debtors expert testimony in support of avoidance actions and
any other actions the Debtors or the Official Committee of
Unsecured Creditors, on behalf of the estates, may commence.

NachmanHaysBrownstein's litigation support services will be billed
at its standard hourly rates, which will not be subject to a
$12,500 monthly fee cap.

John L. Palmer, a NHB partner, will provide expert services to the
estates on behalf of NHB, although depending on the level of
services needed, NHB may devote additional personnel to the tasks
from time to time.

As reported in the Troubled Company Reporter on Feb. 27, 2006,
the Debtors hired NHB to:

   a) administer the day-to-day wind down activities of the estate
      and take physical possession of the Debtors' books and
      records to enable the Debtors to vacate their Long Island
      facility in New York;

   b) prepare periodic reports to the Debtors' Board, the
      Committee, Amsouth, and the U.S. Trustee, as may be required
       by parties-in-interest;

   c) monitor the "earn out" payments due Norstan Apparel from the
      Purchaser pursuant to the consummated sale and report
      relevant information to the Debtors' Board;

   d) respond to information by various parties-in-interest,
      including the Court-approved professionals retained by the
      Committee and the Debtors in these chapter 11 cases,
      including, but not limited to, the professionals preparing
      the Debtors' tax returns;

   e) assist in the process of reconciling claims against the
      Debtors if requested; and

   f) perform other currently unspecified tasks for the
      administration and wind-down of the Debtors' estates,
      including overseeing the payment of administrative expenses
      through the DIP Win-Down Facility.

Mr. Palmer disclosed that he will be paid $375 per hour for his
services rendered, while NHB's other professionals and their
current billing rates are:

        Professional                  Hourly Rate
        ------------                  -----------
        Principals                       $475
        Managing Directors               $375
        Staff                         $125 - $275

To the best of the Debtors' knowledge, NHB is a "disinterested
person" as that term is defined in section 327(a) and 101(14) of
the Bankruptcy Code.

Headquartered in Long Island City, New York, Norstan Apparel Shops
Inc. dba Fashion Cents, operates 229 retail stores selling
women's budget-priced apparel.  The stores are located in 24
states throughout the Midwestern, Midsouthern, Mid-Atlantic and
southeastern regions of the United States.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 8, 2005
(Bankr. E.D.N.Y. Case No. 05-15265).  Merritt A. Pardini, Esq.,
and Jeff J. Friedman, Esq., at Katten Muchin Zavis Rosenman
represent the Debtors in their restructuring efforts.  Jay R.
Indyke. Esq., at Kronish Lieb Weiner & Hellman LLP represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$19,637,000 and total debts of $44,776,000.


NORTEL NETWORKS: Board Declares Dividend on Preferred Shares
------------------------------------------------------------
The board of directors of Nortel Networks Limited has declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 and the outstanding Non-cumulative
Redeemable Class A Preferred Shares Series 7.

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted on a monthly basis
by an adjustment factor, based on the weighted average daily
trading price of each of the series for the preceding month.  The
maximum monthly adjustment for changes in the weighted average
daily trading price of each of the series will be plus or minus 4%
of Prime. The annual floating dividend rate applicable for a month
will in no event be less than 50% of Prime or greater than Prime.
The dividend on each series is payable on Nov. 13, 2006 to
shareholders of record of the series at the close of business on
Oct. 31, 2006.

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                        *    *    *

As reported in the Troubled Company Reporter on July 10, 2006,
Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corporation, Nortel Networks Corporation,
and Nortel Networks Limited at B (low) along with the preferred
share ratings of Nortel Networks Limited at Pfd-5 (low).  All
trends are Stable.

DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb
Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt;
Pfd-5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5
(low) Stb Class A, Non-Cumulative Redeemable Preferred Shares.

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service affirmed the B3 corporate family rating
of Nortel; assigned a B3 rating to the proposed US$2 billion
senior note issue; downgraded the US$200 million 6.875% Senior
Notes due 2023 and revised the outlook to stable from negative.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2'
short-term corporate credit ratings on the company, and assigned
its 'B-' senior unsecured debt rating to the company's proposed
$2 billion notes.  The outlook is stable.


NORTHEAST GENERATION: Moody's Confirms Mortgage Bond's Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service confirmed the Ba3 rating on the first
mortgage bonds of Northeast Generation Company with a stable
outlook.  This concludes the review for possible downgrade that
was initiated on April 17, 2006.  The rating action reflects an
agreement by Northeast Utilities to sell its equity interest in
the NGC project to Energy Capital Partners, a private equity firm.

ECP will acquire NGC and several other assets from NU for
$1.34 billion, including an assumption of NGC's $320 million
first mortgage bonds.  The acquisition, which will be executed
through NE Energy, Inc., is expected to close in the fourth
quarter of 2006 and is subject to certain regulatory approvals.

Although NEEI is expected to finance the acquisition with
incremental debt at the acquiror level, the acquisition is
expected to be structured with no additional debt at the NGC
level, such that cash flow to debt coverage at the NGC level is
likely to remain in the mid-teens over the near term and debt
service coverage is likely to be at least 1.5x.  Accordingly, the
bonds will not be downgraded as a result of the proposed
acquisition.

NEEI is expected to sell the output of NGC and the Mt. Tom coal-
fired generating station, a separate subsidiary, through NE Energy
Management, LLC.  NEEM has hedged the output of NGC's conventional
hydro units and Mt. Tom with investment grade counterparties for
the next five years.  The output from NGC's Northfield Mountain
pumped storage facility will be sold on a merchant basis.  Moody's
anticipates that Northfield Mountain will benefit from the
introduction of the Forward Capacity Market framework in NEPOOL,
which will result in significantly higher capacity revenue over
the near term.  Northfield Mountain's relatively unique
characteristics should also position it to garner significant
ancillary services and energy revenue.

Headquartered in Berlin, Connecticut, NGC owns nearly 1,300 MW of
pumped storage and conventional hydroelectric power generation
facilities in Massachusetts and Connecticut.  The company is
currently an indirect subsidiary of Northeast Utilities.


ORAGENICS INC: Posts $796,713 Net Loss in Quarter Ended June 30
---------------------------------------------------------------
Oragenics, Inc., incurred a $796,713 net loss during the three
months ended June 30, 2006, compared to an $872,681 net loss for
the same period in 2005.  The Company said the decrease in net
loss of approximately $76,000 was principally caused by a decrease
in R&D staff, associated laboratory expenses and the use of R&D
consultants and manufacturing.

The Company did not generate any revenues in the three months
ended June 30, 2006 and 2005 however a Small Business Innovation
Research grant was awarded in May 2006 and funding will start July
2006 through December 2006.

At June 30, 2006, the Company's balance sheet showed total assets
of $1,969,030, total liabilities of $399,778 and stockholders'
equity of $1,569,252.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?11d5

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2006,
Kirkland Russ Murphy & Tapp, PA, expressed substantial doubt
Oragenics, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2005.  Ernst & Young LLP, Oragenics Inc.'s former
independent auditors also expressed substantial doubt Oragenics'
ability to continue as a going concern after auditing the
Company's financial statements for the year ended Dec. 31, 2004.

                         About Oragenics

Headquartered in Alachua, Florida, Oragenics, Inc., is a
biotechnology company aimed at adding value to novel technologies
and products sourced from innovative research at the University of
Florida and other academic centers, as well as discovered
internally.  The Company's strategy is to in-license or internally
discover and to develop products through human proof-of-concept
studies (Phase II clinical trials of the U.S. Food and Drug
Administration's (FDA) regulatory process) prior to partnering
with major pharmaceutical, biotechnology or healthcare product
firms for advanced clinical development and commercialization.


OWENS CORNING: Judge Fitzgerald to Approve Reorganization Plan
--------------------------------------------------------------
The Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware is ready to sign an order confirming
Owens Corning's Sixth Amended Plan of Reorganization after
dismissing the two remaining confirmation objections at a hearing
on Monday in Pittsburgh, Pennsylvania.

According to Owens Corning's bankruptcy counsel, Norman Pernick,
Esq., at Saul Ewing, in Wilmington, Delaware, 17 of the 19
objections to the Plan -- including oppositions by the U.S.
Trustee, the U.S. Department of Labor, and the Internal Revenue
Service -- have been resolved prior to the Confirmation Hearing,
The Toledo Blade reports.  Mr. Pernick told the Court that minor
changes would be made to the Plan to reflect those settlements.

Judge Fitzgerald overruled objections filed by Joel Ackerman, on
behalf of holders of Owens Corning 7.25% Deutschemark Bear Bonds
due December 2, 2006; and the family of a man who died of asbestos
cancer in 1981, the Blade reports.  Judge Fitzgerald told the
man's daughters in a telephonic hearing that the decedent's estate
would likely be paid from the asbestos personal injury trust to be
established under the Plan, the Blade relates.

Stephen Krull, Owens Corning's senior vice president, general
counsel and secretary, said he is confident the Plan will be
confirmed, Bloomberg News relates.  "We have no indication that
[Judge Fitzgerald] won't sign the order," Mr. Krull said.

Upon the Bankruptcy Court's confirmation, the Plan will be sent to
Judge John Fullam of the U.S. District Court for approval.

Owens Corning hopes to emerge from bankruptcy by October 31, 2006,
to avoid payment of $30,000,000 to extend until December 15 a
stock underwriting agreement with JPMorgan Chase Bank, the Blade
notes.

                      Overwhelming Support

Creditors have overwhelmingly voted to accept the Debtors' Sixth
Amended Plan of Reorganization, according to separate tabulation
results prepared by Omni Management Group, LLC, and Financial
Balloting Group, LLC.

Omni Management Group solicited and tabulated votes from holders
of all claims entitled to vote on the Plan, excluding claims or
interests classified in Class A5, Class A11 and Class A12-A, which
were solicited and tabulated by FBG.

According to Eric R. Schwarz, a member of Omni Management Group,
these classes of claims designated as "impaired" by, and entitled
to vote on, the Plan, voted to accept the Plan:

   * Classes A3 to U3 Convenience Claims;

   * Class A6-A OCD General Unsecured Claims;

   * Class A6-B OCD General Unsecured/Senior Indebtedness Claims;

   * Class B6 to U6 General Unsecured Claims;

   * Classes A7 and B8 OC and FBD Asbestos Personal Injury
     Claims; and

   * Classes A10 to U10 Intercompany Claims

A full-text copy of Omni's tabulation report is available at no
charge at http://researcharchives.com/t/s?11f4

Jane Sullivan, FBG executive director, reports that 55 -- 96.49% -
- of the 57 voting securities claimholders in Class A11 favored
the Plan.  Those claimholders hold $159,878,500 or 99.96% of the
total Class A11 Claims.  In addition, holders of $21,080,279 or
97.17% of Class A12-A Claims also accepted the Plan.

The Plan also got support from Class A5 Bondholders.  As
previously reported, 322 or 94.71% of the 340 voting Bondholders
favored the Plan.  Those Bondholders hold $1,102,248,126 or 94.38%
of the total Class A5 claims.

A full-text copy of FBG's tabulation report is available at no
charge at http://researcharchives.com/t/s?11f5

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--  
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.


PORTRAIT CORP: Gets Interim OK to Retain Berenson as Advisor
------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York authorized Portrait
Corporation of America, Inc., and its debtor-affiliates, on an
interim basis, to retain Berenson & Company, LLC, as their
financial advisor and investment banker.

Berenson & Co will:

    a) review and analyze the Debtors' business operations and
       financial projections;

    b) evaluate the Debtors' potential debt capacity in light of
       their projected cash flows;

    c) assist in the determination of an appropriate capital
       structure for the Debtors;

    d) provide financial advice and assistance to the Debtors in
       developing and obtaining confirmation of a plan of
       reorganization;

    e) advise the Debtors on tactics and strategies for
       negotiating with various groups of the holders of the
       Debtors' bank debt or debt securities or other claims
       against the Debtors;

    f) advise the Debtors on the timing, nature and terms of any
       new securities, other consideration or other inducements to
       be offered to their Creditors in connection with any
       Restructuring Transaction;

    g) assess the possibilities of bringing in new lenders and
       investors to replace, repay or settle with any of the
       creditors;

    h) provide expert testimony and related litigation support
       services customarily provided by financial advisors with
       respect to any litigation that may arise in connection with
       any Restructuring Transaction;

    i) assist in arranging debtor-in-possession financing or a
       Financing Transaction for the Debtors;

    j) advise the Debtors with respect to the structure of any
       "Transaction", participate in any meetings or negotiations
       relating to a Transaction and advise and attend meetings of
       the Debtors' Board of Directors and its committees with
       respect thereto;

    k) assist the Debtors in preparing any documentation required
       in connection with the implementation of any Transaction;

    l) provide testimony in any proceeding before the Bankruptcy
       Court, as necessary, with respect to matters which Berenson
       has been engaged to advise the Debtors; and

    m) provide all other advisory services as customarily in
       connection with the analysis, negotiation and
       implementation of a restructuring transaction similar to
       the Restructuring Transaction and as reasonably requested
       by the Debtors.

The Debtors propose to pay Berenson & Co. a fee of $125,000 per
month plus applicable Sale Transaction, Restructuring Transaction
and Financing Transaction fees, if there are any.

A copy of the engagement agreement outlining the payment terms for
the firm's services is available for free at:

             http://researcharchives.com/t/s?11e6

As part of the overall compensation payable to Berenson under the
terms of the Engagement Letter, the Debtors have agreed to certain
indemnification and contribution obligations as described in an
Indemnification Agreement.  A copy of the Indemnification
Agreement is available for free at:

             http://researcharchives.com/t/s?11e7

The Indemnification Agreement provides that the Debtors will
indemnify and hold harmless Berenson and its affiliates from any
losses, claims, demands, other than for willful misconduct and
gross negligence, which arise out of:

      * actions taken or omitted to be taken by the Debtors or
        actions taken or omitted to be taken by an the firm with
        the Debtors' consent or in conformity with the Debtors'
        actions or omissions; or

      * Berenson's activities on the Debtors' behalf under the
        Engagement Letter.

To the best of the Debtors' knowledge, Berenson & Co. is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

Objections to the Debtors' proposed retention of Berenson & Co.
must be filed with the Court electronically in accordance with
General Order M-242 no later than 5:00 p.m. on Oct. 19, 2006.

The Court will convene a hearing at 10:00 a.m., on Oct. 26, 2006,
to determine whether to approve, on a final basis, the retention
of Berenson & Co.

                    About Portrait Corporation

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

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  At June 30, 2006, the Debtor had total
assets of $153,205,000 and liabilities of $372,124,000.


PORTRAIT CORP.: Chap. 11 Filing Spurs Moody's to Withdraw Ratings
-----------------------------------------------------------------
Moody's withdraws all ratings on Portrait Corporation of America,
Inc.  The ratings have been withdrawn because the issuer filed for
protection from creditors under Chapter 11 of the U.S. Bankruptcy
Code on Aug. 30, 2006.

These are the ratings withdrawn:

     * $50 million 14.0% senior 2nd-lien notes (2009) issued by
       PCA, LLC rating of Caa1,

     * $165 million 10.875% senior notes (2009) issued by PCA,
       LLC rating of Ca, and the

     * Corporate family rating of Caa2.

Portrait Corporation of America, Inc., headquartered in Charlotte,
North Carolina, operates about 2500 photography studios
principally in U.S., Canadian, and Mexican Wal-Mart stores.
Revenue was about $326 million for the fiscal year ending January
2006.


PETCO ANIMAL: Stockholders to Vote on Merger Deal on October 23
---------------------------------------------------------------
Petco Animal Supplies will hold a special stockholders meeting at
10:00 a.m., Oct. 23, 2006 at the Homewood Suites by Hilton San
Diego/Del Mar, 11025 Vista Sorrento Parkway in San Diego,
California.  At the meeting, the stockholders will be asked to
vote on the proposal to adopt the Agreement and Plan of Merger,
dated as of July 13, 2006, by and among PETCO, Rover Holdings
Corp. and Rover Acquisition Corp., a wholly owned subsidiary of an
entity currently owned by private equity funds Green Equity
Investors, IV, L.P. and TPG Partners V, L.P.

As reported in the Troubled Company Reporter on July 17, 2006, the
Company entered into a definitive agreement to be acquired by the
two private equity investment firms for $29 per share in cash.
The total value of the transaction, including assumed debt, is
$1.8 billion.

Only shareholders of record at the close of business on Aug. 24
can vote at the meeting.

Based in San Diego, California, PETCO Animal Supplies, Inc.
(Nasdaq: PETC) -- http://www.petco.com/-- is a specialty retailer
of premium pet food, supplies and services.  The Company operates
more than 800 stores in 49 states and the District of Columbia.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2006,
Moody's Investors Service placed all ratings of PETCO Animal
Supplies, Inc under review for possible downgrade.  The review
is prompted by the announcement that PETCO intends to be acquired
in a LBO privatization transaction by affiliates of Leonard
Green and Texas Pacific Group for total consideration of about
$1.8 billion.  Moody's notes that the rated senior subordinated
notes are puttable at 101% of par upon a change of control, and
first become callable at 105.375% of par in November 2006.

Moody's placed the Company's $89.3 million 10.75% senior
subordinated note issue's B1 rating and Corporate family rating of
Ba2 under review for possible downgrade.

As reported in the Troubled Company Reporter on July 18, 2006,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating on San Diego, California-based
PETCO Animal Supplies Inc. on CreditWatch with negative
implications.


PHASE III MEDICAL: Posts $1.2 Mil. Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Phase III Medical, Inc., filed its financial statements for the
three months ended June 30, 2006, with the Securities and
Exchange Commission.

The Company reported a $1,245,082 net loss on $6,262 of revenues
for the three months ended June 30, 2006.

At June 30, 2006, the Company's balance sheet showed $1,694,127
in total assets and $2,812,998 in total liabilities resulting in a
$1,118,871 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $1,031,483 in total current assets available to pay
$2,662,533 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?11e0

                     Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2006, Holtz
Rubenstein Reminick LLP in Melville, New York, raised substantial
doubt about Phase III Medical, Inc., ability to continue as a
going concern after auditing the company's financial statements
for the year ended Dec. 31, 2004, and 2005.  The auditor pointed
to the company's recurring losses.

                   About Phase III Medical

Phase III Medical, Inc. (OTCBB:PHSM) is an innovative company.
Through the acquisition of NeoStem, the company specializes in the
collection and storage of adult stem cell.


PREMIUM PAPERS: Ct. OKs Interim Postpetition Loans with Plainfield
------------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware authorized Smart Papers, LLC, and PF
Papers, LLC, to obtain postpetition loans, advances, and other
financial accommodations on an interim basis from Plainfield
Special Situations Master Fund Limited.

Plainfield is the successor to Wachovia Bank, National
Association.

On May 22, 2006, Judge Sontchi entered a final order authorizing
the Debtors to obtain, on a final basis, postpetition loans from
Wachovia Bank in accordance with the terms and conditions of the
existing loan agreement secured by first priority liens and
security interests on the collateral.  Wachovia was granted a
superpriority administrative claim against the Debtors for all
postpetition obligations.

Plainfield and Wachovia entered into an assignment and assumption
agreement in which Plainfield purchased all of Wachovia's rights,
claims, liens, and interests, including Wachovia's rights under
the final order.

Judge Sontchi approved Wachovia's assignment to Plainfield.  He
also authorized the Debtors to enter into a term sheet with
Plainfield and other parties.  The term sheet sets the terms and
conditions of a plan of reorganization to be proposed.

Judge Sontchi also authorized Smart Papers and PF Papers to use
cash collateral on an interim basis through and including the
final postpetition hearing.

The Debtors will use the loans and cash collateral to fund their
working capital; operate their businesses; and pay venders,
suppliers, customers, and employees.

Judge Sontchi will convene a final DIP Financing hearing at 10:30
a.m. on Sept. 28, 2006.  Objections to the DIP Financing, if any,
must be filed by 4:00 p.m. tomorrow, Sept. 21, 2006.

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com/-- is an independent manufacturer and
marketer of a wide variety of premium coated and uncoated printing
papers, such as Kromekote, Knightkote, and Carnival.  The Company
and its debtor-affiliates, SMART Papers LLC and PF Papers LLC,
filed for chapter 11 protection on March 21, 2006 (Bankr. D. Del.
Case No. 06-10269).  Ian S. Fredericks, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtors.  Mary E. Seymour,
Esq., at Lowenstein Sandler PC, represents the Official Committee
of Unsecured Creditors.  Traxi LLC serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they listed unknown estimated assets and $10
million to $50 million estimated debts.

The Debtors have until Nov. 16, 2006, to exclusively file a
chapter 11 plan and until Jan. 15, 2007, to exclusively solicit
acceptance of that plan.


PREMIUM PAPERS: Court Approves Term Sheet Among Seven Parties
-------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware authorized Premium Papers Holdco,
LLC, and its debtor-affiliates to enter into a Term Sheet for a
plan of reorganization and an expense reimbursement and
termination fee.

The parties involved are:

   -- the three Debtors;
   -- the Official Committee of Unsecured Creditors;
   -- International Paper Company;
   -- Plainfield Special Situations Master Fund Limited; and
   -- Wachovia Bank, National Association.

Under the Term Sheet, the parties agree that a plan will be filed
which provides that:

   a. 92.5% of the equity interests in the Reorganized Debtors
      will be issued to Plainfield or its designee and the
      remaining 7.5% to a liquidating trust, which will be held
      for the benefit of general unsecured creditors;

   b. Plainfield will pay Wachovia 98% of the total amount of
      principal, contract rate interest, and reasonable fees and
      expenses of Wachovia under the Loans, plus $370,000.
      Plainfield will also assume all claims of Wachovia with
      respect to those loans.  In consideration, Wachovia will be
      release from any and all liability under the provisions of
      the Term Sheet;

   c. Within five days after the loans and any claims of Wachovia
      are transferred to Plainfield, Plainfield will make
      $5,000,000 available to the Debtors (in lieu of Wachovia's
      existing funding obligations) subject to:

      1. the Final DIP Financing Order;
      2. a budget agreed by Plainfield and the Debtors; and
      3. the approval of the Bankruptcy Court.

      On the effective date, Plainfield will contribute $5,000,000
      of equity to the Reorganized Debtors;

   d. On the effective date, the loans or other claims of Wachovia
      being transferred to Plainfield will be paid in full or
      otherwise treated in a manner acceptable to Plainfield;

   e. In the event the plan of reorganization is not timely
      confirmed and consummated as provided in the Term Sheet
      other than on account of a material non-performance by
      Plainfield, Plainfield will be entitled to a termination fee
      amounting to 3% of the aggregate value and consideration
      offered by Plainfield and reasonable expense reimbursement.

A full-text copy of the Term Sheet is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060919223440

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com/-- is an independent manufacturer and
marketer of a wide variety of premium coated and uncoated printing
papers, such as Kromekote, Knightkote, and Carnival.  The Company
and its debtor-affiliates, SMART Papers LLC and PF Papers LLC,
filed for chapter 11 protection on March 21, 2006 (Bankr. D. Del.
Case No. 06-10269).  Ian S. Fredericks, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtors.  Mary E. Seymour,
Esq., at Lowenstein Sandler PC, represents the Official Committee
of Unsecured Creditors.  Traxi LLC serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they listed unknown estimated assets and $10
million to $50 million estimated debts.

The Debtors have until Nov. 16, 2006, to exclusively file a
chapter 11 plan and until Jan. 15, 2007, to exclusively solicit
acceptance of that plan.


PREMIUM PAPERS: Ct. Sets Oct. 27 as Administrative Claims Bar Date
------------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware set 5:00 p.m. on Oct. 27, 2006, as
the deadline for all creditors owed money by Premium Papers
Holdco, LLC, and its debtor-affiliates on account of
administrative expense claims arising after March 21, 2006, but
before Sept. 13, 2006, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
October 27 Administrative Expense Claims Bar Date and those forms
must be delivered to:

      Premium Papers Holdco, LLC, et al. Claims Processing
      c/o Bankruptcy Services, LLC
      P.O. Box 5013, FDR Station
      New York, NY 10150-5013

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com/-- is an independent manufacturer and
marketer of a wide variety of premium coated and uncoated printing
papers, such as Kromekote, Knightkote, and Carnival.  The Company
and its debtor-affiliates, SMART Papers LLC and PF Papers LLC,
filed for chapter 11 protection on March 21, 2006 (Bankr. D. Del.
Case No. 06-10269).  Ian S. Fredericks, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtors.  Mary E. Seymour,
Esq., at Lowenstein Sandler PC, represents the Official Committee
of Unsecured Creditors.  Traxi LLC serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they listed unknown estimated assets and $10
million to $50 million estimated debts.

The Debtors have until Nov. 16, 2006, to exclusively file a
chapter 11 plan and until Jan. 15, 2007, to exclusively solicit
acceptance of that plan.


PRESIDENT CASINOS: U.S. Trustee Appoints 5-Member Equity Panel
--------------------------------------------------------------
Nancy J. Gargula, the U.S. Trustee for Region 13, appointed five
equity security holders to serve on an Official Committee of
Equity Security Holders in President Casinos, Inc., and its
debtor-affiliates' chapter 11 cases:

   a. Terrence L. Wriginis
      Gateway Clipper, Inc.
      350 West Station Square Drive
      Pittsburgh, PA 15219

   b. Greg Carlin
      Clam Partners
      900 North Michigan, Suite 1900
      Chicago, IL 60611

   c. Dale B. Chappell
      Black Horse Capital Advisors, LLC
      45 Rockfeller Plaza, 20th Floor
      New York, NY 10111

   d. Ches E. Latham
      Keystone Engineering & Manufacturing, Inc.
      9786 East County Road, 200 North
      Avon, IN 46123

   e. James P. Napoli
      1628 St. Andrews Court
      Pittsburgh, PA 15237

The Equity Committee wants Klee, Tuchin, Bogdanoff & Stern LLP and
Stone, Leyton & Gershman, P.C., as their bankruptcy counsel.

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

Headquartered in St. Louis, Missouri, President Casinos Inc. --
http://www.presidentcasino.com/-- currently owns and operates a
dockside gaming casino in St. Louis, Missouri through its wholly
owned subsidiary, President Missouri.  The Debtor filed for
chapter 11 protection on June 20, 2002 (Bankr. S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade Hockett, Esq., at Hockett Thompson Coburn
LLP, represents the Debtors in their restructuring efforts.  David
A. Warfield, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Official Committee of Unsecured Creditors.


PRESIDENT CASINOS: Ad Hoc Equity Holders Committee Disbanded
------------------------------------------------------------
The U.S. Trustee for Region 13 appointed five equity security
holders to serve on an Official Committee of Equity Security
Holders in President Casinos, Inc., and its debtor-affiliates'
chapter 11 cases.

In light of the equity panel appointment, the Ad Hoc Committee of
Equity Security Holders has disbanded effective Tuesday, Sept. 5,
2006.

The Ad Hoc Committee will no longer participate in the Debtors'
cases, Henry Gusky, Esq., at Blumling & Gusky, said.

Nancy J. Gargula, the U.S. Trustee for Region 13, appointed five
to serve on an Official Committee of Equity Security Holders in
President Casinos, Inc., and its debtor-affiliates' chapter 11
cases:

Headquartered in St. Louis, Missouri, President Casinos Inc. --
http://www.presidentcasino.com/-- currently owns and operates a
dockside gaming casino in St. Louis, Missouri through its wholly
owned subsidiary, President Missouri.  The Debtor filed for
chapter 11 protection on June 20, 2002 (Bankr. S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade Hockett, Esq., at Hockett Thompson Coburn
LLP, represents the Debtors in their restructuring efforts.  David
A. Warfield, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Official Committee of Unsecured Creditors.
The Equity Committee wants Klee, Tuchin, Bogdanoff & Stern LLP and
Stone, Leyton & Gershman, P.C., as their bankruptcy counsel.


PRESIDENT CASINOS: Ad Hoc Equity Panel Files Disclosure Statement
-----------------------------------------------------------------
The Ad Hoc Committee of Equity Security Holders in President
Casinos, Inc., and its debtor-affiliates' chapter 11 cases filed a
Disclosure Statement explaining its Plan of Reorganization.

                        Summary of the Plan

The Plan provides that:

   1. all Allowed Claims against the Debtors that are unsecured
      (other than Intercompany Claims)4 will be fully paid,

   2. all Allowed Claims against the Debtors that are secured will
      be paid in full, satisfied through the surrender of the
      collateral securing those Claims, or cured and reinstated to
      their pre-default status; and

   3. the holders of Existing Common Stock in the Debtors will
      retain their Interests.

Under the Plan, approximately $38 million of new capital will be
infused into the Debtors through a borrowing referred to as the
Exit Financing.

Together with the cash currently available to the Debtors
(estimated at approximately $25 million, after deduction of a
projected $5 million working capital reserve), those entities will
use those funds to satisfy in full all Allowed Claims against
them, and allow the holders of Interests in the Debtors to retain
their Interests.

                          No Plan Voting

As a prerequisite to confirmation of a plan, among others,
Bankruptcy Code Section 1129(a)(10) provides that "If a class of
claims is impaired under the plan, at least one class of claims
that is impaired under the plan has accepted the plan, determined
without including any acceptance of the plan by any insider."

Under the Plan, however, no class of claims or interests is
impaired.  Accordingly, there are no classes of claims or
interests entitled to vote on the Plan.

Nevertheless, any party that objects to confirmation of the Plan
may file and serve an objection to confirmation.

A full-text copy of the Ad Hoc Equity Committee's Disclosure
Statement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060919051727

The Ad Hoc Equity Committee was disbanded Sept. 5, 2006, after the
U.S. Trustee for Region 13 appointed an Official Committee of
Equity Security Holders.

Headquartered in St. Louis, Missouri, President Casinos Inc. --
http://www.presidentcasino.com/-- currently owns and operates a
dockside gaming casino in St. Louis, Missouri through its wholly
owned subsidiary, President Missouri.  The Debtor filed for
chapter 11 protection on June 20, 2002 (Bankr. S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade Hockett, Esq., at Hockett Thompson Coburn
LLP, represents the Debtors in their restructuring efforts.  David
A. Warfield, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Official Committee of Unsecured Creditors.
The Equity Committee wants Klee, Tuchin, Bogdanoff & Stern LLP and
Stone, Leyton & Gershman, P.C., as their bankruptcy counsel.


PRIDE INTERNATIONAL: Appoints Rodney Eads as EVP & COO
------------------------------------------------------
Pride International, Inc., has named Rodney W. Eads to the
position of Executive Vice President and Chief Operating Officer,
where he will assume responsibility for the Company's worldwide
offshore operations and Eastern Hemisphere land assets.

Mr. Eads will join the Company immediately from Diamond Offshore
Drilling, Inc. where, since 1997, he has been Senior Vice
President, Worldwide Operations and responsible for Diamond's
offshore drilling fleet.  Mr. Eads previously was employed by
Exxon Corporation from 1980 to 1997 where he held several
executive and operations management positions, primarily in
international assignments, including Drilling Manager, Exxon
Company International.  Prior to that, Mr. Eads was a Senior
Drilling Engineer with Arabian American Oil Company and a
Petroleum Engineer with Cities Service Company.  He holds a
Bachelor of Science degree in Chemical Engineering from the West
Virginia Institute of Technology and a Master of Business
Administration degree from Rice University.

Louis Raspino, President and Chief Executive Officer, commented,
"We are happy to welcome Rodney to the Company and are excited to
benefit from his broad offshore and executive management
experience, including an extensive background in international and
deepwater operations from both an Operator and Drilling Contractor
perspective.  Rodney brings to our organization a sharp focus on
operational excellence and customer satisfaction, and he will play
a major leadership role in the continuing transformation of
Pride."

Headquartered in Houston, Texas, Pride International, Inc. --
http://www.prideinternational.com/-- is a drilling contractor.
The Company provides onshore and offshore drilling and related
services in more than 25 countries, operating a diverse fleet of
278 rigs, including two ultra-deepwater drillships, 12
semisubmersible rigs, 28 jackup rigs, 18 tender-assisted, barge
and platform rigs, and 218 land rigs.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on contract driller Pride International Inc. and
removed the rating from CreditWatch with negative implications.
The outlook is stable.  As of June 30, 2006 Houston, Texas-based
Pride had $1.01 billion in adjusted debt.

As reported in the Troubled Company Reporter on Aug. 17, 2006,
Fitch Ratings raised Pride International's Issuer Default Rating
to 'BB' from 'BB-'.  Fitch also raised the ratings on Pride's
senior secured revolving credit facility, senior unsecured notes
and their convertible senior notes.


QUANTA SERVICES: Moody's Affirms B1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service withdraws Quanta Services, Inc.'s
retired senior credit facility rated Ba3 and affirmed the
company's Corporate Family Rating at B1.  The affirmation reflects
the company's strong operating performance through the middle of
2006.

This rating has been affirmed:

   * Corporate Family Rating, rated B1.

These ratings have been withdrawn:

   * $150 million first lien term loan B, due 2008, rated Ba3;
   * $35 million revolving credit facility, due 2007, rated Ba3;

The ratings affirmation reflects the company's strong operating
performance for the first half of 2006.  Revenues increased to
$1 billion for the first half of 2006 from $812 million for the
same period in 2005.  Operating income for the first half of the
year increased to $51 million from approximately $4 million for
the same period in 2005.  The affirmation also considers the
company's relatively strong liquidity position.  The ratings
withdrawal reflects the refinancing of the debt instruments.

The company is strongly positioned in the current ratings
category.  The ratings could be upgraded if the company continues
to execute its current strategy according to Moody's expectations
and/or if the company's free cash flow to debt improves above 11%
on a sustainable basis.

The ratings could be downgraded or the outlook changed if the
company's leverage were to increase above 4.5 times, margins were
to weaken, or if its contract backlog were to decline to under
$1 billion.  Additionally, a meaningful reduction in the company's
access to surety bonds could adversely impact the ratings' outlook
and/or ratings.

Headquartered in Houston, Texas, Quanta Services, Inc. is a
leading provider of specialized contracting services, offering
end-to-end network solutions to the electric power, gas,
telecommunications, and cable television industries.  Revenues for
FYE 2005 were approximately $1.9 billion.


RAMBUS INC: Receives Notice of Purported Defaults From U.S. Bank
----------------------------------------------------------------
Rambus Inc. received a notice of purported defaults from U.S. Bank
National Association, as trustee for the Company's Zero Coupon
Convertible Senior Notes due 2010.

The Notice asserted that the Company's failure to file its
Form 10-Q for the quarter ended June 30, 2006, constituted
defaults under Sections 7.2 and 14.1 of the Indenture, dated as of
Feb. 1, 2005, between the Company and the Trustee governing the
Notes.

The Notice indicated that if the Company does not cure these
purported defaults under the Indenture within 60 days of Aug. 17,
2006, which is the date of the Trustee's first communication with
the Company on this matter, an Event of Default would occur.  The
Company believes that it is not in default under the terms of the
Indenture.

The Notice states that Section 7.2 of the Indenture required the
Company to file with the Securities and Exchange Commission, and
provide copies to the Trustee within 15 days after such filing,
its annual report and such other information, documents and other
reports which the Company is required to file with the SEC
pursuant to Sections 13 or 15(d) of the Securities Exchange Act of
1934.

In fact, Section 7.2(a) of the Indenture states that: "(a) The
Company shall file with the Trustee, within 15 days after it files
them with the SEC, copies of its annual report and the
information, documents and other reports which the Company is
required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act."

The Company believes that the plain words of Section 7.2 of the
Indenture only require the Company to file with the Trustee
reports that have been filed with the SEC, and, since the
Company's Form 10-Q for the quarter ended June 30, 2006, has not
been filed with the SEC, the Company is under no obligation to
file it with the Trustee.  Therefore, the Company is not in breach
of Section 7.2 of the Indenture.

Furthermore, even if Section 7.2 of the Indenture requires the
Company to file a Form 10-Q for the quarter ended June 30, 2006,
with the Trustee within 15 days of the time such filing is
required to be filed with the SEC, the Company would have 60 days
from receiving notice of an actual default before such failure to
file would ripen into an "Event of Default."  Thus, because the
Company did not receive the Notice until Sept. 8, 2006, the
Company would have until Nov. 7, 2006, to file its Form 10-Q for
the quarter ended June 30, 2006, with the Trustee, instead of the
Oct. 17, 2006, referenced in the Notice.

In addition, the Notice states that Section 14.1 of the Indenture
requires the Company to comply with Section 314(a) of the Trust
Indenture Act of 1939, including filing with the SEC and the
Trustee annual reports and such information, documents and other
reports which the Company is required to file with the SEC
pursuant to the Section 13 or 15(d) of the Exchange Act.

The Company does not agree with the Trustee's assertion in the
Notice that the Indenture and the TIA "incorporates by reference"
the filing obligations and deadlines of the Exchange Act, or with
the implicit assertion that a failure to comply with the TIA could
result in an "Event of Default" under the Indenture.  Therefore,
the Company believes its failure to file its Form 10-Q with the
SEC is not a default under Section 14.1 of the Indenture.

If an "Event of Default" were to occur under the Indenture, the
Trustee or holders of at least 25% in aggregate principal amount
of the Notes then outstanding would have the contractual right to
declare all unpaid principal, and any accrued, default or
additional interest, on the Notes then outstanding to be due and
payable.

As of the date hereof, there is $160 million in aggregate
principal amount of the Notes outstanding and no accrued but
unpaid interest.

If an "Event of Default" were to occur, the noteholders would have
a right to receive the $160 million in aggregate principal amount
outstanding plus any additional interest or default interest
(which would accrue at a rate of 2% per annum from the date on
which full payment of the Notes was due to the date that full
payment is made) which may have accrued.  The Company believes
that, if an Event of Default were to occur and the Notes were
accelerated, it has adequate financial resources to pay any unpaid
principal, and any accrued, default or additional interest due on
the Notes.

Headquartered in Los Altos, Calif., Rambus Inc. --
http://www.rambus.com/-- is one of the world's premier technology
licensing companies specializing in the invention and design of
high-speed chip interfaces.  Rambus licenses both its world-class
patent portfolio as well as its family industry-standard interface
products.  Rambus has regional offices in North Carolina, India,
Germany, Japan, and Taiwan.


ROWE COMPANIES: Files for Chapter 11 Protection in Virginia
-----------------------------------------------------------
The Rowe Companies commenced voluntary proceedings under Chapter
11 of the U.S. Bankruptcy Code in the Eastern District of Virginia
on Sept. 19, 2006.

The filing, along with filings by its two operating subsidiaries
-- Rowe Furniture, Inc. and Storehouse, Inc. -- will allow Rowe to
complete its ongoing restructuring plans and initiatives including
the sale of Storehouse, which will enable Rowe to focus on its
core manufacturing business.  Business and operations at Rowe
Furniture, Inc. will continue as usual.

"Rowe Furniture has been one of the country's leading
manufacturers of upholstered furniture for decades," said Gerald
Birnbach, President and CEO of Rowe.  "Our upholstered furniture
has been famous for its high quality and craftsmanship and we have
employed the finest and most valuable group of associates who have
maintained this tradition with utter dedication.  We expect that
the restructuring steps we are taking, while difficult, will
ensure the future of our enterprise and our people.

"The retail locations operated by Storehouse, Inc. are state-of-
the-art and have become in recent years among the most attractive
contemporary, lifestyle home furnishings stores in the eastern
part of the country."

Subject to court approval, Rowe Furniture, Inc. will continue to
operate in the normal course of business.  The company has also
asked the court to permit it to continue to maintain payroll and
employee benefits.

Consumer customers and Storehouse vendors may call 1-866-907-6499.
Rowe Furniture vendors may call 1-877-684-3578.

Headquartered in McLean, Virginia, Rowe Furniture (Amex: ROW) --
http://www.therowecompanies.com/-- is a manufacturer of fine
upholstered furniture for the past 60 years.  In 1999, the Company
acquired Storehouse, an Atlanta based home furnishings retailer,
and the name of the Company changed from "Rowe Furniture
Corporation" to "The Rowe Companies," which owns 100% of the stock
of the manufacturing and retail subsidiaries, Rowe Furniture and
Storehouse.


ROWE COMPANIES: Case Summary & 60 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Rowe Companies
        1650 Tysons Boulevard, Suite 710
        McLean, VA 22102

Bankruptcy Case No.: 06-11142

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                     Case No.
      ------                     --------
      Rowe Furniture, Inc.       06-11143
      Storehouse, Inc.           06-11144

Type of Business: The Debtors manufacture and retail home and
                  office furniture, interior decorations,
                  tableware, lighting fixtures, and other interior
                  design accessories.
                  See http://www.therowecompanies.com/,
                  http://www.rowefurniture.com/,and
                  http://www.storehousefurniture.com/

Chapter 11 Petition Date: September 18, 2006

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtors' Counsel: Dylan G. Trache, Esq.
                  H. Jason Gold, Esq.
                  Valerie P. Morrison, Esq.
                  Wiley Rein & Fielding LLP
                  7925 Jones Branch Drive, Suite 6200
                  McLean, VA 22102
                  Tel: (703) 905-2829
                  Fax: (703) 905-2820

                           Total/Estimated   Total/Estimated
                                Assets         Liabilities
                           ---------------   ---------------

   The Rowe Companies      $130,779,655      $93,262,974

   Rowe Furniture, Inc.    $50 Million to    $10 Million to
                           $100 Million      $50 Million

   Storehouse, Inc.        $10 Million to    $10 Million to
                           $50 Million       $50 Million

A. The Rowe Companies' 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
BDO Siedman, LLP                           $83,812
101 Moorhead Square Drive
Suite 300
Charlotte, NC 28203

Tysons 11 Development Co., LP              $56,255
c/o Lerner Corporation
11501 Huff Court
North Bethesda, MD 20895-1094

Hilb Rogal & Hobbs                         $18,750
10420 Little Patuxent Parkway
Suite 550
Columbia, MD 21044-3559

Bert N. Bisgyer                            $16,330
1025 Thomas Jefferson Street
Suite 525E
Washington, D.C. 20007

Kroll Zolfo Cooper LLC                     $10,196
101 Eisenhower Parkway
Roseland, NJ 07068

GE Capital Fleet Services                   $9,528

KPMG LLP                                    $6,700

Cole & King LLC                             $6,300

Wachovia Bank, N.A.                         $5,225

Fireman's Fund Insurance                    $3,161

Computershare                               $2,500

Avalon Crescent                             $1,951

Royal & SunAlliance Insurance               $1,115

Maryland Motor Vehicle Admin.               $1,033

RR Donnelley Receivables                      $875

CT Corporation System                         $549

Courtyard Marriott                            $222

Wilink Inc.                                   $132

Cox Communications                            $105

Verizon Wireless                               $86

B. Rowe Furniture, Inc.'s 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Carpenter Company                         $793,250
5016 Monument Avenue
Richmond, VA 23230

Quaker Fabric Corp.                       $727,810
1082 Davol Street
Fall River, MA 02720

Hickory Springs Manufacturing Company     $653,373
235 2nd Avenue, Northwest
Hickory, NC 28601

Bluelinx Corporation                      $389,872
4100 Wildwood Parkway, 1st Floor
Atlanta, GA 30339-8400

Morgan Fabrics Corporation                $320,906
4265 Exchange Avenue
Los Angeles, CA 90058

M S Warehouse                             $297,836
3174 Freezer Locker Road
P.O. Box 929
Hudson, NC 28638

Richloom Fabrics Group Inc.               $212,859

Tietex International Ltd.                 $210,751

Penske Logistics                          $185,371

Barrow Industries Inc.                    $182,713

Hartford Financial Services               $176,639

Pacific Coast Feather Cushion Co.         $164,757

Diversified Packaging Corp.               $146,872

Quality Sample Company Inc.               $133,276

Mastercraft Fabrics LLC                   $124,262

Gregory Logistic Inc.                     $115,472

Smurfit Stone Container                   $111,640

Furniture Transportation Systems          $108,863

Universal Spring Company                  $107,262

Fed Ex                                     $96,799

C. Storehouse, Inc.'s 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
d-Scan, Inc.                              $977,983
2195 Philpott Road
P.O. Box 1067
South Boston, VA 24592

Shermag Inc.                              $825,091
2171 King Street West
Sherbrooke, QC J1J 2G1
Sherbrook, Quebec

Decoro                                    $428,304
1403 Eastchester Drive, Suite 104
High Point, NC 27265

Spencer Press                             $413,072
90 Spencer Drive
Weiss, ME 04090

Buying & Design USA                       $386,072
6250 North Claremont Avenue, Unit 3
Chicago, IL 60659

Hartford Financial Services               $366,508
690 Asylum Avenue
Hartford, CT 06115-P495

D.C. Ecker Construction, Inc.             $362,894
3150 Buck Branch Road
Conyers, GA 30094

Ryder Transportation Services             $297,272
P.O. Box 402366
Atlanta, GA 30384-2366

Mitchell Gold                             $279,881
P.O. Box 819
State Road 1608
Taylorsville, NC 28681

Four Hands, Inc.                          $239,976

Barcalounger                              $204,286

Carolina Mattress Guild                   $180,749

Padma's Plantation                        $144,819

Curvet USA                                $141,973

Directions                                $133,946

Purnell Furniture Services                $126,474

Sitcom                                    $125,761

Midtjydsk Mobelfabrik                     $122,442

Sam Moore Furniture Industries            $122,429

Chase Paymentech                           Unknown


ROYAL GROUP: Georgia Gulf Gets Regulatory Filings Approvals
-----------------------------------------------------------
Royal Group Technologies Limited and Georgia Gulf Corporation
disclosed that approvals have been received pertaining to
regulatory filings, including the Canadian Competition Act,
Investment Canada and Hart-Scott-Rodino.

Georgia Gulf's acquisition of the Company is anticipated to close
Oct. 3, 2006.

                       About Georgia Gulf

Headquartered in Atlanta, Georgia, Georgia Gulf Corporation
(NYSE: GGC) -- http://www.ggc.com/-- manufactures and markets two
integrated product lines, chlorovinyls and aromatics.  Georgia
Gulf's chlorovinyls products include chlorine, caustic soda, vinyl
chloride monomer and vinyl resins and compounds.  Georgia Gulf's
primary aromatic products include cumene, phenol and acetone.

                        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 Sept. 15, 2006
Standard & Poor's Rating Services assigned its 'BB' rating to
Peabody Energy Corp.'s proposed $2.75 billion of senior unsecured
credit facilities, consisting of a $1.8 billion revolving credit
facility and $950 million Term Loan A.  The rating outlook is
stable.

As reported in the Troubled Company Reporter on Sept. 14, 2006
Moody's Investors Service assigned a Ba1 senior unsecured rating
to Peabody Energy Corporation's $1.8 billion Revolving Credit
Facility and $950 million Term Loan A.  At the same time, Moody's
raised the senior unsecured rating on the company's existing
senior unsecured notes to Ba1 from Ba2.  Moody's also affirmed
Peabody's Ba1 corporate family rating and its SGL-1 Speculative
Grade Liquidity rating.  The rating outlook remains negative.


ROTECH HEALTHCARE: Inks New $120 Million Loan with Highland Fin'l
-----------------------------------------------------------------
Rotech Healthcare Inc. has entered into a new, two-year,
$120 million credit facility with Highland Financial Corp.
effective September 15, 2006.

"We are pleased that Highland Financial has shown confidence in
the future of Rotech and we very much look forward to working with
this successful organization" Philip L. Carter, President and CEO,
commented.  "The new credit facility will afford Rotech increased
financial flexibility."

The new credit facility consists of a $25 million revolving credit
facility, the proceeds of which will be used for
general corporate purposes, including working capital, capital
expenditures and permitted acquisitions and a $95 million term
loan, the proceeds of which will be used to refinance the
obligations and indebtedness under the Company's existing credit
facility and for other general corporate purposes.  The new credit
facility expires in September 2008 and replaces the Company's
existing credit facility.

Rotech Healthcare, Inc. (NASDAQ:ROHI) is a provider of home
respiratory care and durable medical equipment and services to
patients with breathing disorders such as chronic obstructive
pulmonary diseases.  The Company provides its equipment and
services in 48 states through approximately 485 operating centers,
located principally in non-urban markets.  The Company's local
operating centers ensure that patients receive individualized
care, while its nationwide coverage allows the Company to benefit
from significant operating efficiencies.

                        *     *     *

As reported on the Troubled Company Reporter on Aug. 15, 2006,
Moody's Investors Service downgraded the credit ratings of
Rotech Healthcare, Inc.'s  $75 million revolving credit facility,
due 2007, to B2 from Ba3; $42 million senior term loan, due 2008,
to B2 from Ba3; $300 million face amount senior subordinated
notes, due 2012, to Caa3 from B3; and Corporate Family Rating, to
Caa2 from B2 reflecting significantly lower than anticipated cash
flow, creating a potential liquidity shortfall, and increasing the
probability of a default.  The outlook remains  negative.


SAFENET INC: Review of Option Grants Prompt Financial Restatements
------------------------------------------------------------------
SafeNet, Inc.'s Board of Directors previously appointed a special
committee of the Board to investigate the Company's stock option
granting practices.  The special committee has retained
independent counsel and forensic accountants to assist in its
investigation, which is currently in progress.  In addition, the
Company has also retained an international professional services
firm to assist the Company in a review of the Company's accounting
for stock option grants.

Based on its review to date, the Company has concluded that
certain option grants made between 2000 and 2005, including grants
to directors, officers and employees, were or likely were
accounted for using incorrect measurement dates under applicable
accounting rules in effect at the time, and that material non-
cash, stock-based compensation expenses related to these option
grants will have to be recorded.  As a result, the Company expects
that annual and interim financial statements for the periods from
2000 through March 31, 2006 will have to be restated.

Therefore, on Sept. 12, 2006, the audit committee of the Board of
Directors of the Company determined, after consultation with
management and with the concurrence of the Company's independent
registered public accounting firm, Ernst & Young LLP, that the
Company's annual and interim financial statements and the related
Reports of Independent Registered Public Accounting Firm on these
financial statements for the periods from 2000 through March 31,
2006 should no longer be relied upon.

Further, management's report and the Report of Independent
Registered Public Accounting Firm on the Company's internal
controls over financial reporting as of December 31, 2004 and 2005
should also no longer be relied upon.  Upon completion of the
investigation and the audit of the necessary restatements by Ernst
& Young LLP, the Company intends to file restated financial
statements for these periods and its quarterly report for the
quarter ended June 30, 2006 as soon as practicable.

The Company says it has not yet determined the tax consequences
that may result from these matters or whether tax consequences
will give rise to monetary liabilities which may have to be
satisfied in any future period.  Additionally, the Company is
evaluating the impact of this matter on the Company's internal
controls over financial reporting and disclosure controls and
procedures.

Any additional non-cash, stock-based compensation expense recorded
for the periods in question would have the effect of decreasing
income from operations, net income and net income per share (basic
and diluted) in periods in which the Company reported a profit,
and increasing loss from operations, net loss and net loss per
share (basic and diluted) in periods in which the Company reported
a loss.  The Company presently believes that additional non-cash,
stock-based compensation expenses will not affect the Company's
current cash position or previously reported revenues.

The Company's management has discussed these matters with Ernst &
Young LLP, the its independent registered public accounting firm.

Headquartered in Belcamp, Maryland, SafeNet, Inc. (NASDAQ:SFNT) --
http://www.safenet-inc.com/-- provides complete security
utilizing its encryption technologies to protect communications,
intellectual property and digital identities, and offers a full
spectrum of products including hardware, software, and chips.

                             *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2006,
SafeNet, Inc., received a purported Notice of Default from
Citibank, N.A., Trustee, under the Indenture relating to the
issuance of its $250 million 2-1/2% Convertible Subordinated Notes
Due 2010, as a result of the failure to file the Form 10-Q.  This
purported notice of default demands that the Company cure the
purported default within 60 days from the receipt of the notice of
default.  The Indenture provides that the trustee or holders of at
least 25% of the aggregate principal amount of the Notes may
accelerate repayment of the Notes if a default under the Indenture
is not cured within 60 days after the Company receives notice of
the default.


SAFENET INC: Incurs Additional Expenses Due to Restatements
-----------------------------------------------------------
SafeNet, Inc. reported that for the quarter ending Sept. 30, 2006,
consistent with original financial guidance, it continues to
expect to achieve revenues in the range of $70 to $74 million.

As a result of its efforts to complete its review and file its
restated financial statements for the impacted periods in an
expeditious manner, the Company may incur costs totaling
approximately $12 million during the fiscal year 2006, which is
$7 million higher than the original expectation.  This estimated
total represents some additional expenses associated with keeping
to an accelerated timetable and reflects the fact that, while the
Company believes at least some of this total will be reimbursed by
insurance, a final determination is yet to be made.

As a result, the Company at this time is taking a conservative
position and is not assuming that any reimbursement will occur.
Approximately $6 million of these expenses will be incurred during
the third quarter 2006, which is $3.5 million higher than the
original expectation.

The Company also disclosed that due to the success of the KIV-7M
link encryptor product, the Company will write-down its legacy
KIV-7 link encryptor inventory and record non-cash charges of
approximately $2 million.

Headquartered in Belcamp, Maryland, SafeNet, Inc. (NASDAQ:SFNT) --
http://www.safenet-inc.com/-- provides complete security
utilizing its encryption technologies to protect communications,
intellectual property and digital identities, and offers a full
spectrum of products including hardware, software, and chips.

                             *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2006,
SafeNet, Inc., received a purported Notice of Default from
Citibank, N.A., Trustee, under the Indenture relating to the
issuance of its $250 million 2-1/2% Convertible Subordinated Notes
Due 2010, as a result of the failure to file the Form 10-Q.  This
purported notice of default demands that the Company cure the
purported default within 60 days from the receipt of the notice of
default.  The Indenture provides that the trustee or holders of at
least 25% of the aggregate principal amount of the Notes may
accelerate repayment of the Notes if a default under the Indenture
is not cured within 60 days after the Company receives notice of
the default.


SANTA FE: 15375 Memorial's Section 341(a) Meeting Set for Thursday
------------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of 15375
Memorial Corporation's creditors at 10:00 a.m. on Sept. 21, 2006,
at the J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, in
Wilmington, Delaware.

This is the first meeting of creditors as required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Headquartered in Houston, Texas, 15375 Memorial Corporation is the
sole shareholder of Santa Fe Mineral, Inc.  Santa Fe Minerals is a
Wyoming based corporation dissolved in 2000.  Under Wyoming law,
creditors of a dissolved corporation can recover their debts from
the dissolved corporation's shareholders, up to the value of the
assets that each shareholder received at the dissolution.

15375 Memorial and Santa Fe Minerals filed for chapter 11
protection on Aug. 16, 2006 (Bankr. D. Del. Case No. 06-10859 &
06-10860).  When the Debtors filed for protection from their
creditors, they estimated their assets between $100,000 to
$500,000 and liabilities of more than $100 million.


SATELITES MEXICANOS: Court Gives Final Nod on KCC as Notice Agent
-----------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York, approved, on a final basis, the
retention of Kurtzman Carson Consultants LLC as Satelites
Mexicanos, S.A. de C.V.'s notice and balloting agent.

The Debtor has many foreign creditors and two classes of debt
securities in the United States that are widely held.  Carmen
Ochoa Avendano, Esq., the Debtor's general counsel, explains that
the noticing and balloting requirements of the Debtor's Chapter 11
case may impose heavy administrative and other burdens on the
Court and the Clerk's Office.  The retention of KCC is intended to
relieve the Clerk's Office of these burdens, she says.

According to Ms. Avendano, Kurtzman Carson is fully equipped to
handle the volume of mailing involved in properly sending the
required notices to creditors and other interested parties in the
Debtor's case.  KCC will follow the notice and solicitation
procedures that conform to the guidelines promulgated by the Clerk
of the Court and the Judicial Conference of the United States for
the implementation of 28 U.S.C. Section 156(c), and as may be
ordered by the Court.

In addition, Ms. Avendano notes that Kurtzman Carson's employees
are experienced in all areas pertaining to the identification and
solicitation of holders of widely held securities.  KCC has a
state-of-the-art mailing facility and is highly experienced in
dealing with the back offices of the various departments of the
banks and brokerage.

Kurtzman Carson, Ms. Avendano continues, is one of the country's
leading Chapter 11 administrators, with experience in noticing,
claims administration, solicitation, balloting, and facilitating
other administrative aspects of Chapter 11 cases.  KCC has
substantial experience in matters of the Debtor's size and
complexity, and has acted as, among other things, the official
notice and balloting agent in many large bankruptcy cases pending
in the Southern District of New York and other districts
nationwide, including In re Delphi Corporation, et al., Case No.
05-44481 (Bankr. S.D.N.Y. 2005); In re Panda Gila River, L.P., et
al., Case No. 05-01143 (Bankr. D. Ariz. 2005); In re Collins &
Aikman Corporation, et al., Case No. 05-55927 (Bankr. E.D. Mich.
2005); In re Ultimate Electronics, et al., Case No. 05-10104
(Bankr. D. Del. 2005); In re Interstate Bakeries Corporation, et
al., Case No. 04-45814 (Bankr. W.D. Mo. 2004); In re Haynes
International Inc., Case No. 04-05364 (Bankr. S.D. Ind. 2004); In
re NorthWestern Corporation, Case No. 03-12872 (Bankr. D. Del.
2003); and In re NRG Energy, Inc., et al., Case No. 03-13024
(Bankr. S.D.N.Y. 2003).

As notice and balloting agent, Kurtzman Carson will:

    (i) distribute required notices to parties-in-interest;

   (ii) solicit, collect, and tabulate acceptances and rejections
        of the Debtor's Chapter 11 Plan of Reorganization from
        parties entitled to vote;

  (iii) maintain and update the master mailing lists of creditors;

   (iv) to the extent necessary, gather data in conjunction with
        the preparation of the Debtor's schedules of assets and
        liabilities and statements of financial affairs; and

    (v) perform other administrative tasks pertaining to the
        administration of the Chapter 11 case as may be requested
        by the Debtor or the Clerk's Office.

At the close of the Debtor's case, Kurtzman Carson will box and
transport all original documents in proper format, as provided by
the Clerk's Office, to the Federal Archives.

The Debtor will pay KCC Kurtzman Carson in accordance with the
parties' Agreement For Services, dated Aug. 3, 2006.  The cost of
KCC's services will be paid from the Debtor's estate as provided
by 28 U.S.C. Section 156(c) and Section 503(b)(l)(A) of the
Bankruptcy Code.

Prior to the Debtor's filing for chapter 11 protection, the Debtor
paid Kurtzman Carson a $25,000 retainer, Ms. Avendano says.

A full-text copy of Kurtzman Carson's Agreement For Services is
available at no charge at http://ResearchArchives.com/t/s?1124

A full-text copy of Kurtzman Carson's Fee Structure is available
at no charge at http://ResearchArchives.com/t/s?1125

The Debtor will also indemnify and hold Kurtzman Carson, its
officers, employees, and agents harmless, except in circumstances
of Kurtzman Carson's gross negligence or willful misconduct.

Robert Q. Klamser, vice president of operations of Kurtzman
Carson Consultants, LLC, assures the Court that the Firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                   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 protection 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).


SATELITES MEXICANOS: Judge Drain OKs Payment of Professional Fees
-----------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York, authorized Satelites Mexicanos,
S.A. de C.V., to pay fees and reimburse expenses to each of the
Ordinary Course Professionals, consistent with its prepetition
practices, up to either (a) $50,000 per month, or (b) $500,000
during the pendency of the Debtor's Chapter 11 case, per Ordinary
Course Professional.

In the event that an Ordinary Course Professional's fees and
disbursements exceed the cap, that professional will file a fee
application for the full amount of its fees and disbursements.

                   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 protection 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).


SHIRMA GARCIA: Case Summary & Seven Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Shirma Garcia
        aka Shirma Corella
        P.O. Box 4374
        Downey, CA 90241

Bankruptcy Case No.: 06-14272

Chapter 11 Petition Date: September 5, 2006

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Todd B. Becker, Esq.
                  3750 East Anaheim Street, Suite 100
                  Long Beach, CA 90804
                  Tel: (562) 495-1500
                  Fax: (562) 494-8904

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $10 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
   Teelox Investment                         $500,000
   c/o Law Office of
   R. Joseph Kerendian
   3540 Wilshire Boulevard, Suite 600
   Los Angeles, CA 90010

   Bank of America/MBNA                       $16,069
   400 Christina Road
   Newark, DE 19713

   Capital One Bank                           $12,540
   P.O. Box 85064
   Glen Allen, VA 23058

   Chase                                       $9,007
    [no address provided]

   Discover Financial                          $8,737
   P.O. Box 15316
   Wilmington, DE 19850

   THD/BUSA                                    $5,853

   Home Depot                                  $5,500


SILICON GRAPHICS: New York Court Confirms Plan of Reorganization
----------------------------------------------------------------
The Plan of Reorganization of Silicon Graphics Inc. received
judicial confirmation, setting the stage for the company's
emergence from Chapter 11 in October 2006.

At a Sept. 19, 2006 hearing, the Hon. Burton R. Lifland ruled that
all the necessary requirements have been met for SGI to implement
its Plan of Reorganization.  Every voting class of creditors voted
overwhelmingly in favor of the plan.

"This is a great day for SGI," said Dennis P. McKenna, CEO and
Chairman.  "We have accomplished so much in just five months,
reaching our confirmation on the fast track that we expected.  As
we emerge, the recapitalization of the company will be complete.
We have eliminated the legacy debt, improved our liquidity and
stabilized the business.  We have also taken out significant costs
-- $150 million on an annualized basis.  We have re-engineered the
company and have a strong leadership team that will be executing
this plan.  Also of significance to the growth of the company is
that during this time, we retooled and aligned our product
portfolio to the strategic direction of the company.  I want to
thank our customers, vendors and employees for supporting the
company through this challenging period."

                         Exit Financing

SGI also received commitments for exit financing.  The financing
facility consists of an $85 million term loan from Morgan Stanley
Senior Funding Inc. and a $30 million line of credit from General
Electric Capital Corp. that will be used to pay off the existing
DIP financing, make distributions pursuant to the plan, and
provide working capital for the Company's ongoing operations.

A full-text copy of the First Amended Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?11f2

                     About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  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: Walks Away from Seven Executory Contracts
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorizes Silicon Graphics, Inc., and its debtor-affiliates to
reject the seven executory contracts, effective as of August 25,
2006.

As reported in the Troubled Company Reporter on Sept. 8, 2006, the
Debtors were party to:

    1. a U.S. business travel services agreement with American
       Express Travel Related Services Company, Inc., dated
       March 1, 2003;

    2. an American Express Corporate Travel Online (CTO) Agreement
       with American Express, dated July 6, 2005;

    3. an American Express Interactive Travel Group (ITG) Central
       E-Fulfillment Services Agreement with American Express,
       dated July 6, 2005;

    4. a co-marketing agreement with SpaceWorld Foundation, dated
       November 1, 2005, which contemplated the creation of a
       theatre utilizing certain visual graphics-related products
       of the Debtors;

    5. a consulting agreement with Atle Technology, Inc., dated
       September 29, 2005, under which, the Debtors pay about
       $18,000 per month;

    6. a QualysGuard service user agreement, dated February 3,
       2004, with Qualys, Inc., wherein the Debtors pay Qualys
       around $5,500 per month for network scanning security
       services; and

    7. a master services agreement, dated February 5, 2001, with
       Electronic Data Systems Corporation and EDS Information
       Services L.L.C., pursuant to which the Debtors pay about
       $110,000 per month.

Any proofs of claim arising from, or based on, the rejection must
be filed on or before October 6, 2006.

Any party that fails to file a timely proof of claim will be
forever barred, estopped, and enjoined from asserting that claim
against the Debtors, and the Debtors and their property will be
forever discharged from all indebtedness or liability as to the
claim, Judge Lifland says.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  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 Intel Collaboration Pact Approved
---------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
the Server Collaboration Agreement.

The Debtors have an ongoing business relationship with Intel
Corporation to develop, market and sell computer systems based on
Intel products.  During the past several months, the parties have
engaged in negotiations that have culminated in a collaboration
agreement.

Pursuant to the Collaboration Agreement, Intel will provide
Silicon Graphics, Inc., with continued support in SGI's
development, marketing and selling of server systems based on
Intel's microprocessors in furtherance of the Debtors' business
plan.

Shai Y. Waisman, Esq., at Weil, Gotshal & Manges LLP, in New York,
asserts that the Debtors' entry into a long-term partnership with
the recognized world leader in the computer technology industry
represents a significant achievement and an extraordinary
milestone in their businesses.

Mr. Waisman relates that the considerable long-term benefits to
the Debtors as a result of entering into the Collaboration
Agreement are immeasurable.

Among others, Mr. Waisman says, the Agreement will:

    * serve to promote the longstanding relationship between the
      Debtors and Intel;

    * strengthen and solidify the Debtors' extensive business
      relationship;

    * allow the Debtors to work in conjunction with Intel;

    * signal to the industry that the Debtors remain a major
      player despite their Chapter 11 filing; and

    * serve as a platform for the Debtors' future in the computer
      technology industry and as a central pillar of the Debtors'
      business plan.

Moreover, the Collaboration Agreement is critical to the Debtors'
business operations, their reorganization efforts, and their
ongoing business plan, Mr. Waisman tells Judge Lifland.

                    Terms are Filed Under Seal

The Debtors sought and obtained the Court's authority to file
portions of the request, most especially the terms of the Server
Collaboration Agreement, under seal.

According to Mr. Waisman, the request contains highly sensitive,
confidential, proprietary and competitive information, which if
filed on the docket would place Intel and the Debtors at a
competitive disadvantage, and would potentially undermine the
Debtors' entire reorganization effort.

The Court further authorized the Debtors to file and serve only a
redacted copy of the request on all parties required to be served,
other than the Office of the U.S. Trustee, the attorneys for the
Official Committee of Unsecured Creditors, and the attorneys for
the ad hoc committee of the Debtors' secured noteholders.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  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)


SOLUTIA INC: Court Okays Third Amended Pharmacia Lease Agreement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Third Amendment of a Lease Agreement between Solutia
Inc. and its debtor-affiliates and Pharmacia & Upjohn Company LLC.
The Court also allowed Solutia to assume the Lease, as amended.

As reported in the Troubled Company Reporter on Sept. 6, 2006,
Solutia and Pharmacia, a wholly owned subsidiary of Pfizer, Inc.,
are parties to a lease agreement dated May 13, 2002.  Pursuant to
the Lease, Pharmacia sublets around 91,000 square feet of vacant
space located on the fifth and sixth floors of Solutia's
headquarters located in St. Louis, Missouri.

The Lease is scheduled to expire Aug. 27, 2007, and Pharmacia
had the right to renew the Lease until July 27, 2006, by
delivering a written notice to Solutia.

Pharmacia plans to renew the Lease and has commenced negotiations
with Solutia.  In July 2006, the two parties executed the second
amendment to the Lease, which extended the deadline by which
Pharmacia is required to provide notice of its intent to renew
the Lease from July 27 to Oct. 31, 2006.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
says that the parties agreed to the extension to obtain
sufficient time to:

    -- complete their negotiation of the terms of the Lease
       renewal;

    -- obtain Court approval of the assumption of the Lease, as
       amended; and

    -- fulfill the other conditions precedent to the assumption
       of the Lease all in a manner so that Pharmacia could
       timely decide whether to renew the Lease or relocate to
       alternative office space.

                   Third Amendment of the Lease

The parties' negotiations regarding the renewal resulted in an
agreement to amend the Lease for the third time.  Salient terms
of the Third Amendment are:

   (1) the term of the Lease will be extended until Aug. 31,
       2012;

   (2) Pharmacia will have three successive options to renew the
       Lease, each for a period of three years, if there is no
       uncured event of default under the Lease;

   (3) Pharmacia's rent for the Premises will be adjusted
       effective Aug. 28, 2007:

                           Annual Rate
                           Per Rentable        Base Rent
       Period              Square Foot     Monthly     Annual
       ------              ------------   ---------   ----------
       Aug. 28, 2007
       to Aug. 31, 2010        $23        $172,489   $2,069,865

       Sept. 1, 2010
       to Aug. 31, 2012         24         183,988    2,207,856

   (4) Solutia will ensure that Pharmacia continues for the
       duration of its tenancy to have use of certain furniture
       that it currently subleases from Solutia.  If Solutia is
       unable to provide the same furniture, Pharmacia will
       receive certain limited credits against the annual base
       rent for the period of time the furniture is not available
       to Pharmacia;

   (5) Solutia will provide Pharmacia with a tenant improvement
       allowance of up to $459,970 for refurbishing the Premises;
       and

   (6) If there are vacancies in other space in Solutia's
       headquarters, Pharmacia will have the right of first offer
       at a monthly base rent equivalent to the then applicable
       fair market rental rate.

Mr. Henes says that the Third Amendment and the assumption of the
amended Lease, will become effective only if Solutia:

    -- files the request for the approval of the Third Amendment
       to the Court no later than 20 days before the Sept. 4,
       2006 hearing scheduled in the case; and

    -- obtains a recordable non-disturbance agreement from all
       parties with a recorded interest in the land or building,
       which is superior to the Lease or Third Amendment, no
       later than five business days after the Court order
       approving the Lease assumption becomes final and non-
       appealable.

If these conditions are not satisfied, the Lease will remain in
full force and effect under its current terms.

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  (Solutia Bankruptcy News, Issue No. 69; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SOLUTIA INC: Court Allows BOC Gases to Disassemble Fla. Facility
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
lifted the automatic stay so BOC Gases can disassemble the
Hydrogen Plant and remove it from the Florida Location.  The Court
also allows BOC to exercise all its rights and grant it remedies
that are applicable under non-bankruptcy law.

As reported in the Troubled Company Reporter on Sept. 6, 2006,
Solutia, Inc., and BOC Gases, a division of The BOC Group, Inc.,
entered into an On-Site Product Supply Agreement on Aug. 18,
1999.  Under the Agreement, BOC constructed and operated a
dedicated hydrogen and steam production facility in Gonzalez,
Florida, to supply hydrogen and steam to a Solutia facility to be
constructed at the same location.

After the Hydrogen Plant was constructed, Solutia's business plan
changed and the manufacturing plant was not built.  Solutia's
Agreement with BOC was rejected effective January 2004.

The Hydrogen Plant has been inoperative since at least 2003, and
remains at the Florida Location.  Solutia has no interest in the
Hydrogen Plant and the facility is not necessary to Solutia's
effective reorganization as it has not been operating for years,
Scott A. Zuber, Esq., at Pitney Hardin LLP, in Florham Park, New
Jersey, relates.

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  (Solutia Bankruptcy News, Issue No. 69; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


STANADYNE CORP: Stable Cash Flow Prompts S&P's Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Windsor, Connecticut-based engine component supplier Stanadyne
Corp. to stable from negative, reflecting modest debt reduction
and prospects for more stable cash flow.  The ratings on the
company, including the 'B' corporate credit rating, were affirmed.

Standard & Poor's expects that Stanadyne's earnings and cash flow
volatility will stabilize, and margins will somewhat improve
following the company's divestiture of its unprofitable Precision
Engine Products Corp. business division in July 2006.

The net cash proceeds of about $20 million used to permanently
reduce Stanadyne's second lien term loan debt to about $44 million
from $64 million.  Still, leverage will remain aggressive.

However, cash flow should improve, allowing the company to make
small acquisitions to supplement its core businesses or create a
cash cushion for a possible economic slowdown.  Although this
asset sale reduces the company's market diversity, scope, and
scale, PEPC serves the highly competitive automotive light vehicle
market which has experienced deteriorating fundamentals in the
past two years and faces no meaningful improvement in the near
term.

Without PEPC, management will be able to focus on its products for
the off-highway, commercial truck, and agricultural markets, with
the goal of expanding revenues and margins.


STAR TELECOMMS: Trustee Wants Until Nov. 30 to File Final Report
----------------------------------------------------------------
Gordon Hutchings, Jr., the liquidating trustee of the Star
Creditors Liquidating Trust -- the successor-in-interest of Star
Telecommunications, Inc., and its debtor-affiliates -- asks the
U.S. Bankruptcy Court for the District of Delaware to set Nov. 30,
2006, as the deadline by which he must file a final report in the
Debtors' chapter 11 cases, and delay entry of a final decree
closing the cases until that date.

Mr. Hutchings relates to the Court that he has made significant
progress in the wind up of the Liquidating Trust.  In addition, he
initiated and resolved most actions by which it sought to recover
additional assets for the benefit of the creditors.

According to Mr. Hutchings, two actions remain to be completely
resolved: an avoidance action and a Directors' and Officers'
liability action.  The Liquidating Trustee and the defendants have
settled the avoidance action, and will dismiss that action when
the Liquidating Trustee receives the settlement proceeds of that
action.  The D&O litigation, which was brought by the continuing
Creditors' Committee in the U.S. District for the District of
Delaware, was directed to mediation set for mid-November 2005.

As reported in the Troubled Company Reporter on Sept. 13, 2006,
the Continuing Creditors' Committee has settled its lawsuit
against the Debtors' former directors and officers.  Subject to
Bankruptcy Court approval of the compromise and settlement, the
Committee has agreed to dismiss its lawsuit and exchange mutual
releases in consideration of a $2 million cash payment to the
Trust by former Chairman and CEO Brett S. Messing.  The terms of
the settlement weren't disclosed at that time.

The parties plan to file a motion for approval of the settlement
in the near future, for hearing on Oct. 4, 2006.

Mr. Hutchings believes that keeping the chapter 11 cases open is
appropriate until the settlement proceeds from the avoidance
action are received and the Court approves the D&O action
settlement.

Based in Santa Barbara, California, Star Telecommunications, Inc.,
was a leading provider of global telecommunications services to
consumers, long distance carriers, multinational corporations and
Internet service.  The Company and its debtor-affiliates filed for
chapter 11 protection on March 13, 2001 (Bankr. D. Del. Case No.
01-00830).  Daniel A. Lowenthal, III, Esq., at Thelen Reid &
Priest LLP represents the Debtors.  When the Debtors filed for
chapter 11 protection, they listed total assets of $630,065,000
and total debts of $284,634,000.  The Court confirmed the Debtors
and Unsecured Creditors Committee's chapter 11 Plan on July 31,
2002, and the Plan took effect on Aug. 13, 2002.  Gordon Hutchins,
Jr. is the Liquidating Trustee for the confirmed Plan.  Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub P.C. represents the Liquidating Trustee.


STEELCASE INC.: Moody's Rates $250 Mil. 6.5% Senior Notes at Ba1
----------------------------------------------------------------
Moody's assigns a Ba1 rating to Steelcase's 6.5% $250 million
senior unsecured notes, the proceeds of which were used to
refinance its $250 million 6.375% notes.

Steelcase's ratings reflect its vulnerability to cyclical end-
markets, particularly:

   -- the financial sector;

   -- excess manufacturing overhead;

   -- lack of consistent profitability, especially in its
      International segment; and

   -- exposure to volatile input costs.

Steelcase's ratings also reflect its widely recognized brand name
and reputation for quality office furnishings in an industry with
considerable barriers to entry, the company's highly diversified
installed customer base of major national and multinational
corporations, progress in reducing its cost structure, and its
significant free cash flow generating capability.

Over the next 12-18 months, Moody's could upgrade Steelcase's Ba1
rating if it becomes evident the company will achieve and sustain
operating margins in the high single digits, maintain debt-to-
EBITDA of under 2x, 25% retained cash flow to total debt, 15% free
cash flow-to-total debt and 5x EBIT interest coverage.

Steelcase Inc., based in Grand Rapids, Michigan, is the world's
largest supplier of office furniture with LTM May 2006 revenues of
$2.9 billion.


STRATUS SERVICES: June 30 Balance Sheet Upside-Down By $8 Million
-----------------------------------------------------------------
Stratus Services Group, Inc., filed its financial statements for
the three months ended June 30, 2006, with the Securities and
Exchange Commission.

The Company reported an $1,411,375 net income on $1,282,074 of
revenues for the three months ended June 30, 2006.

At June 30, 2006, the Company's balance sheet showed $2,547,610
in total assets and $10,632,766 in total liabilities resulting
in a $8,085,156 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $2,375,351 in total current assets available to pay
$9,642,322 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?1170

                        Going Concern Doubt

Amper, Politziner & Mattia, P.C., in Edison, New Jersey, raised
substantial doubt about Stratus Services' 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 working capital deficit of
$7,266,971, which is primarily the result of losses incurred
during the last four years.

                   About Stratus Services Group

Headquartered in Manalapan, New Jersey, Stratus Services Group
Inc. (OTCBB: SSVG.OB) -- http://www.stratusservices.com/--  
provided a wide range of staffing and productivity consulting
services nationally through a network of offices located
throughout the United States until December 2005.  The Company
plan on expanding its information technology staffing solutions
businessthrough its 50% owned consolidated joint venture, Stratus
Technology Services, LLC.


TARGUS GROUP: Moody's Junks Rating on $85 Million 2nd-Lien Loan
---------------------------------------------------------------
Moody's Investors Service downgraded 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 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 ratings downgraded:

   * $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 solid 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.


VALLEY HEALTH: Pending Bond Referendum Cues Fitch's Evolving Watch
------------------------------------------------------------------
Fitch Ratings revised the Rating Watch to Evolving from Negative
the 'BB-' rating on the approximately $36.3 million Valley Health
System hospital revenue bonds (refunding and improvements
project), 1996 series A, and $48.4 million Valley Health System
certificates of participation (refunding project), series 1993.

The Rating Watch revision reflects Valley Health System's pending
$485 million bond referendum and the receipt of the fiscal 2005
audited financial statements.

In a special Sept. 19, 2006 mail election, residents of Hemet
Valley Hospital District in Riverside County will vote on a $485
million general obligation bond referendum (Measure I), which will
be needed to fund VHS' future capital needs.  Passage of Measure I
will require at least 2/3 of the district's voters to approve the
measure.

Successful passage of the bond proposal will create a new revenue
stream from property taxes that is dedicated to payment of debt
service on the general obligation bonds issued by the system for
future capital expenditure.  VHS' management intends to refund the
outstanding series 1993 and 1996 bonds if the bond referendum is
passed.

In addition, bond proceeds would fund the VHS' seismic
retrofitting and capacity needs at the Hemet Valley Medical Center
and a new patient tower at the Menifee Valley Medical Center.

Given VHS' weak liquidity position and historical operating
losses, the failure to pass Measure I may result in a rating
downgrade as the hospital system will be challenged to fund
significant future capital needs.  Fitch will continue to monitor
the situation closely.

VHS' audited financial statements for fiscal 2005 were completed
February 2006 without any auditor adjustments.  VHS posted a
negative 1.4% operating margin (loss of $3.8 million) and MADS
coverage of 1.6x.

Through the unaudited twelve months ended June 30, 2006, VHS had a
negative 1.7% operating margin.  At June 30, 2006, VHS had
unrestricted cash and investments of $22.7 million, which
translated to 41.9 days cash on hand and cash to debt of 26.5%.

VHS owns and operates three acute care hospitals with a total of
525 licensed beds and a skilled nursing facility with 120 beds.
The hospitals include Hemet Valley Medical Center (240 staffed
beds), Menifee Valley Medical Center (84 staffed beds), and Moreno
Valley Community Hospital (101 staffed beds).  VHS covenants to
provide only annual disclosure of financial and operating
statistics (submitted to the NRMSIRs through the bond trustee
within 120 days of fiscal year-end), which is viewed negatively by
Fitch.


VANCIL CONTRACTING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Vancil Contracting, Inc.
        3900 Peoria Road
        Springfield, IL 62702

Bankruptcy Case No.: 06-71254

Type of Business: The Debtor is a project contractor.

Chapter 11 Petition Date: September 18, 2006

Court: Central District of Illinois (Springfield)

Debtor's Counsel: R. Stephen Scott, Esq.
                  Scott & Scott, P.C.
                  611 East Monroe Street, Suite 200
                  Springfield, IL 62701
                  Tel: (217) 753-8200
                  Fax: (217) 753-8206

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


VESTA INSURANCE: Hires Damon Key as Special Litigation Counsel
--------------------------------------------------------------
Vesta Insurance Group Inc. and its debtor-affiliate obtained
authority from the U.S. Bankruptcy Court for the Northern District
of Alabama to employ Damon Key Leong Kupchak Hastert as their
special litigation counsel, effective as of  Aug. 23, 2006,
subject to the right of the Bankruptcy Administrator or any other
party-in-interest to timely object to the firm's employment.

Damon Key will represent the Debtors' interests in the Hawaii
Receivership Action.  As previously reported, The Hawaiian
Insurance & Guaranty Corporation, Ltd., entered into a stipulated
Rehabilitation Order in the Circuit Court of the First Circuit,
State of Hawaii, in an action styled J.P. Schmidt, in his
capacity as Insurance Commissioner of the State of Hawaii v.
Hawaiian Insurance & Guaranty Limited.  The Hawaii Insurance
Commissioner was appointed as the rehabilitator of HIG and is
authorized to conduct its business.

On Aug. 21, 2006, the Hawaii Receivership Court authorized and
directed the liquidation of HIG.

According to C. Edward Dobbs, Esq., at Parker Hudson Rainer &
Dobbs, LLP, in Atlanta, Georgia, the Hawaiian Commissioner
petitioned the Hawaii Receivership Court for the Hawaii
Liquidation Order, without providing any notice to Vesta
Insurance Group, Inc., or J. Gordon Gaines, Inc.  Apparently, Mr.
Dobbs says, notice of the petition may have been provided to
Vesta Fire Insurance Corporation through service of the petition
on the Texas Commissioner of Insurance, but neither the Texas
Commissioner nor Special Deputy Receiver in the Texas
Receivership Action provided notice to VIG or Gaines of the
petition.

Mr. Dobbs relates that the Hawaii Liquidation Order was entered
ex parte, without any notice to the Debtors.

"Based on representations made by the Hawaii Commissioner in the
petition, the Hawaii Receivership Court found in the Hawaii
Liquidation Order that HIG is insolvent.  The Debtors believe
that this finding of fact is erroneous.  Accounting to books and
records reviewed by the Debtors, HIG has a substantial statutory
surplus, has a positive cash flow, and is insolvent," Mr. Dobbs
says.

Mr. Dobbs tells the Court that the partners and associates of
Damon Key who will advise the Debtors in connection with the
Hawaii Receivership Action have considerable knowledge and
experience in litigation, administrative law, and other areas of
law relevant to the Debtors and their interests in the Hawaii
Receivership Action.

As a Hawaiian firm, Damon Key is in a position to provide
valuable information, advice and assistance on a variety of legal
issues that may arise during the course of the Hawaii
Receivership Action.

As the Debtors' special litigation counsel, Damon Key will:

    (a) advise the Debtors of their rights and interests in the
        Hawaii Receivership Action;

    (b) take steps to appeal or otherwise contest the Hawaii
        Liquidation Order;

    (c) take steps to forestall any attempt by the Hawaii
        Commissioner to liquidate HIG;

    (d) attend meetings with third parties and participate in
        negotiations with respect to the Hawaii Receivership
        Action;

    (e) when deemed necessary and appropriate by Damon Key, attend
        and participate in proceedings before the Hawaii
        Receivership Court; and

    (f) perform all other legal services for the Debtors which may
        be desirable and necessary in connection with the Hawaii
        Receivership Action.

The firm will not be involved generally in the day-to-day conduct
of the Debtors' Chapter 11 cases.

Damon Key's current hourly rates range from $$130 to $315.  The
present hourly rates for those attorneys of the firm likely to
assist with the Hawaii Receivership Action are:

             Professional                Hourly Rate
             ------------                -----------
             James McWhinnie                $300
             Michael A. Yoshida             $300
             Tred R. Eyerly                 $240
             Paralegals                   $80 - $95

To the best of the Debtors' knowledge, the partners and
associates of Damon Key (i) do not have any connection with
either of the Debtors, their affiliates, their creditors or any
other party-in-interest, or their attorneys; and (ii) do no hold
or represent any interest adverse to either of the Debtors or
their estates with respect to the matters upon which the firm is
engaged, Mr. Dobbs says.

The Court requires Damon Key to file the supporting affidavit of
James C. McWhinnie as soon as possible.

Judge Bennett authorizes the Debtors to provide Damon Key with a
$10,000 retainer, with each of Debtors' estates funding one-half
of the retainer.  The retainer will be held by Damon Key as a
general retainer for services rendered and expenses incurred in
connection the Hawaii Receivership Action.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


VESTA INSURANCE: Wants to Employ Newbridge Management Personnel
---------------------------------------------------------------
Vesta Insurance Group Inc. and its debtor-affiliate ask the U.S.
Bankruptcy Court for the Northern District of Alabama to approve
their employment of personnel through Newbridge Management, LLC,
including Kevin O'Halloran as an interim financial manager.

As previously reported, J. Gordon Gaines, Inc., is the
"management" subsidiary for the other entities within the Vesta
Insurance Group.  Pursuant to a management agreement, Gaines
provided the personnel and infrastructure support for the
Insurance Subsidiaries and VIG.

Gaines serves as employer for substantially all employees within
the Vesta Insurance Group, utilizing one payroll for the majority
of the workers.  Gaines also provided record keeping for, and
processed expenses and claims relating to VIG and the Insurance
Subsidiaries.

In return, Gaines gets reimbursed for its actual costs plus a
management fee equal to 10% of those costs.

According to Rufus T. Dorsey, IV, Esq., at Parker, Hudson, Rainer
& Dobbs, LLP, in Atlanta, Georgia, the receivers in Texas and
Hawaii have sought the continued services of Gaines.  "The scope
of these services and the terms of compensation are the
subjection of negotiation."

By the end of August 2006, the executive and support personnel in
areas relating to financial matters will be significantly reduced
by resignations, including the resignations of Chief Financial
Officer John Hines, Controller Edwin M. Meadows, Vice President
of Finance Fred Wright, and Director for Standard Accounting
Operations & SAP Melany Russell.

Mr. Dorsey tells the Court that the Debtors need support staff to
service potential clients, including the Texas receiver; assure
compliance with bankruptcy requirements; and maintain internal
financial records and procedures.  "This need may well increase
in scope based on possible future reductions in the Debtors'
staff due to additional resignations or terminations," Mr. Dorsey
says.

The Debtors have called on Newbridge to make available Kevin
O'Halloran to serve as their interim financial manager and to
potentially make other personnel of Newbridge available as the
need arises.

Mr. Dorsey relates that Mr. O'Halloran has years of experience in
assisting struggling companies.  Mr. O'Halloran has an extensive
background in accounting and financial issues related to
corporate recovery matters, including providing extensive reviews
and analysis of financial data.  He has engaged in providing
tactical and strategic services in the context of troubled
companies.  His experience has included work with companies in
insurance-related industries, and he has served in companies as
president and chief restructuring officer.

The Debtors expect that Newbridge, through Mr. O'Halloran and
other personnel, will assist in:

    (a) the operation of the Debtors' businesses, including
        analysis and implementation of financial, operational, and
        administrative matters and initiatives;

    (b) providing services to the clients of Gaines, including the
        Texas receiver, subject to the structuring of mutually
        acceptable terms of reimbursement from the clients based
        on those services;

    (c) staffing issues;

    (d) Bankruptcy Court testimony, if required, with respect to
        any matter as to which Mr. O'Halloran is rendering
        services; and

    (e) other duties and authority as requested by the Debtors.

Newbridge will be paid on an hourly basis.  Mr. O'Halloran
charges $225 per hour, plus expenses.  Other Newbridge personnel
to be used by the Debtors may include Ralph Brotherton, CPA, who
bills at $175 per hour.

The Debtors intend to provide Newbridge with a $15,000 deposit.
Newbridge will hold the deposit as security of payment.  The
deposit will be refunded to the Debtors when services of the
Newbridge personnel are terminated and payment in full for
services has been made.

Mr. Dorsey clarifies that Mr. O'Halloran is not being engaged as
a professional.

Nevertheless, Mr. O'Halloran, the managing member of Newbridge,
assures the Court that neither he nor his firm has provided
services to any of the Debtors' creditors, any other party-in-
interest, or their attorneys or accountants in any matter, which
is adverse to the Debtors' interests.  "I believe that Newbridge
and I are 'disinterested persons' as defined in [Section 101(14)
of the Bankruptcy Code]," Mr. O'Halloran says.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


VILLAJE DEL RIO: Hires Thomas Kemmy as Special Litigation Counsel
-----------------------------------------------------------------
Villaje Del Rio, Ltd., obtained permission from the Honorable Leif
M. Clark of the U.S. Bankruptcy Court for the Western District of
Texas in San Antonio to employ Thomas Kemmy, Esq., and his law
firm -- Law Offices of Thomas Kemmy -- as its special counsel.

The Debtor is the plaintiff in Adv. No. 06-5090, styled "Villaje
Del Rio, Ltd. v. Colina Del Rio, LP, et al.," which is an action
removed from the Bexar County, Texas District Court.

Prior to removal, Mr. Kemmy represented the Debtor.  The Debtor
wants Mr. Kemmy, along with its counsel, Hohmann, Taube & Summers,
LLP, to continue representing it in connection with the lawsuit.

Mr. Kemmy and his firm is expected to:

   (a) represent the Debtor in connection with the claims and
       causes of action in the adversary proceeding, and

   (b) provide advise to the Debtor regarding the conduct of the
       litigation, and

   (c) assist in other court hearings where the matters involved
       in the adversary are at issue.

Mr. Kemmy has agreed to represent the Debtor on an hourly basis,
at the rate of $300 per hour, plus expenses.  George Geis, the
manager of the Debtor, individually guaranteed the payment to Mr.
Kemmy.

Mr. Kemmy assured the Court that he and his firm do not have any
interest adverse to the Debtor.

Mr. Kemmy can be contacted at:

      Thomas Kemmy, Esq.
      Law Offices of Thomas Kemmy
      322 West Woodlawn Avenue
      San Antonio, TX 78212

Headquartered in San Antonio, Texas, Villaje Del Rio, Ltd., is a
real estate developer.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. W.D. Tex. Case No. 06-50797).
Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P.,
represents the Debtor.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for protection from its creditors, it estimated
assets of less the $50,000 and estimated debts between $10 million
and $50 million.


WASHINGTON MUTUAL: Moody's Rates Class B-4 Certificates at Ba3
--------------------------------------------------------------
Moody's Investors Service assigns an Aaa rating to the senior
certificates issued by the Washington Mutual Mortgage Pass-Through
Certificates, WMALT Series 2006-7 Trust and ratings ranging from
Aa2 to Ba3 to the subordinate certificates in the deal.

The securitization is backed American Home Mortgage Corp. (22%),
GreenPoint Mortgage Funding, Inc. (17%), Opteum Financial
Services, LLC (16%), and various others originated fixed-rate Alt-
A mortgage loans.  The ratings are based primarily on the credit
quality of the loans and on the protection from subordination,
over-collateralization, and excess spread.  Moody's expects
collateral losses to range from 1.00% to 1.20%.

Washington Mutual Bank will service the loans.

These are the complete rating actions:

Issuer: WaMu Mortgage Pass-Through Certificates,
        WMALT Series 2006-7 Trust

                    * Cl. A-1A, Assigned Aaa
                    * Cl. A-1B, Assigned Aaa
                    * Cl. A-2A, Assigned Aaa
                    * Cl. A-2B, Assigned Aaa
                    * Cl. A-2C, Assigned Aaa
                    * Cl. A-3, Assigned Aaa
                    * Cl. A-4, Assigned Aaa
                    * Cl. A-5, Assigned Aaa
                    * Cl. A-6, Assigned Aaa
                    * Cl. A-7, Assigned Aaa
                    * Cl. R, Assigned Aaa
                    * Cl. PPP, Assigned Aaa
                    * Cl. M-1, Assigned Aa2
                    * Cl. M-2, Assigned Aa3
                    * Cl. M-3, Assigned A1
                    * Cl. M-4, Assigned A2
                    * Cl. B-1, Assigned A3
                    * Cl. B-2, Assigned Baa2
                    * Cl. B-3, Assigned Baa3
                    * Cl. B-4, Assigned Ba3


WELD WHEEL: Official Committee Taps Dinsmore & Shohl as Co-Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Weld
Wheel Industries, Inc., and its debtor-affiliates' bankruptcy
cases asks the U.S. Bankruptcy Court for the Western District of
Missouri for permission to retain Dinsmore & Shohl LLP as its co-
counsel.  The Committee has retained Dinsmore & Shohl and Spencer
Fane Britt & Browne LLP as counsels.

Dinsmore & Shohl is expected to:

     a) advise the Committee with respect to its rights, duties
        and powers as an official unsecured creditors' committee;

     b) advise the Committee with respect to terms, conditions and
        documentation of financing agreements, cash collateral
        orders and related transactions;

     c) advise the Committee in connection with any potential sale
        of assets or businesses;

     d) investigate the nature and validity of liens asserted
        against Debtors' assets and to advise the Committee
        concerning the enforceability of said liens;

     e) investigate and advise the Committee with respect to the
        taking of such actions as may be necessary to collect and,
        in accordance with the applicable law, recover property
        for the benefit of the estates;

     f) prepare and submit on behalf of the Committee, among other
        things, all applications, motions, pleadings, orders,
        notices, schedules and other legal papers to be prepared
        and submitted in the Debtors' case, and to review the
        financial and other reports filed;

     g) advise the Committee and prepare responses to
        applications, motions, pleadings, notices and other
        documents that may be filed and served herein, on the
        Committee's behalf;

     h) counsel the Committee in connection with the formulation,
        negotiation and promulgation of a plan or plans of
        reorganization and related documents;

     i) appear on behalf of the Committee at all hearings
        scheduled before the Court;

     j) review pending litigation and evaluating and advising the
        Committee concerning appropriate actions to be taken under
        the circumstances; and

     k) represent the Committee, and perform all other legal
        services for the Committee that may be necessary.

The hourly rates applicable to the attorneys and paralegals who
will be representing the Committee in connection with the Debtors'
chapter 11 cases are:

        Professional                   Hourly Rate
        ------------                   -----------
        Kim Martin Lewis, Esq.            $440
        John B. Persiani, Esq.            $270
        Donald W. Mallory, Esq.           $245
        Daniel Anstey, Esq.               $160
        Lisa M. Geeding                   $100

Ms. Martin informs the Court that Dinsmore & Shohl represents
Ormet Primary Aluminum Corporation, the largest unsecured creditor
of the Debtors in other matters.  Ormet had asked the firm to
advise them regarding the Debtors cases after these cases were
filed and before the firm was selected as co-counsel for the
Committee.  Dinsmore & Shohl has advised the Committee of its
connection with Ormet.  The firm has also informed Ormet that it
can no longer represent Ormet's interests with respect to the
Debtors' chapter 11 cases.

To the best of the Committee's knowledge and except as disclosed
by Ms. Lewis, Dinsmore & Shohl does not hold or represent any
interest adverse to Debtors' estates and is disinterested within
the meaning of Sections 101(14) of the Bankruptcy Code.

                        About Weld Wheel

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.


WERNER LADDER: Court Allows Supplier's Administrative Claim
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allows a
$1,084,685 administrative claim against Werner Holding Co. (DE),
Inc., aka Werner Ladder Company, and its debtor-affiliates, in
favor of supplier WXP, Inc.  The Court also rules that:

  (1) WXP will retain its right to assert an additional $82,355
      agreed by the Debtors to be owed WXP for goods sold and
      delivered and sought by WXP as an administrative claim, but
      not delivered within 20 days before the Petition Date, is
      an allowable reclamation critical vendor or unsecured
      claim;

  (2) the Debtors and the Creditors Committee will retain their
      rights to object to all or any portion of the additional
      claim; and

  (3) the hearing on WXP's application to require the immediate
      payment of its allowed $1,084,685 administrative claim is
      continued to Sept. 27, 2006, at 1:30 p.m.

The Debtors objected to WXP's motion, arguing that pursuant to
Sections 105(a), 503(b) and 507(a) of the Bankruptcy Code and the
Court's Order dated June 13, 2006, the Debtors are authorized to
make payments on account of prepetition claims of suppliers of
goods entitled to administrative priority up to a cap amount of
$2,000,000.  The Debtors also disagreed with the amount of WXP's
claim.

The Official Committee of Unsecured Creditors also opposed WXP's
request for immediate payment of its administrative claim.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Court Extends Deadline to Remove Actions to Dec. 7
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware grants the
request of Werner Holding Co. (DE), Inc., aka Werner Ladder
Company, and its debtor-affiliates to extend until Dec. 7, 2006,
their deadline to file notices of removal with regards to various
actions that are pending in multiple state courts.

As reported in the Troubled Company Reporter on Aug. 21, 2006,
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP
in Wilmington, Delaware, related that various challenges the
Debtors encountered require a 90-day extension of the Sept. 8,
2006 deadline to file notices of removal.

Mr. Brady explains that the late formation of the Official
Committee of Unsecured Creditors have required the Debtors to
respond on an expedited basis to extensive litigation and
significant discovery demands of the Committee.

Mr. Brady adds that the Debtors' efforts with their employees
have led to further evidentiary hearings and discovery requests.
Moreover, the Debtors had to devote substantial time and effort
in producing monthly operating reports and other reports as part
of their Chapter 11 reporting obligations.

The requested extension will assure that the Debtors will have
all the opportunity to fully investigate all the state court
actions to determine whether removal is appropriate, Mr. Brady
contends.

Mr. Brady assured the Court that the extension would not
prejudice the rights of the Debtors' adversaries in the actions
because any party to an action that is removed may have to seek
it remanded at an appropriate time.

                      About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WILLIAM CARTER: Positive Cash Flow Cues Moody's to Lift Ratings
---------------------------------------------------------------
Moody's Investors Service upgrades The William Carter Company (a
wholly owned subsidiary of Carter's, Inc.) corporate family rating
and secured bank loan rating from B1 to Ba3.  The rating upgrade
reflects the progress that Carter's has made integrating the debt-
financed July 2005 acquisition of OshKossh B'Gosh, Inc. for
approximately $320 million.  The company has been able to achieve
expected operating synergies and supply chain improvements while
generating positive free cash flow, which has been used to repay
in excess of $100 million of acquisition related debt since
closing.

The rating outlook is stable.

The Ba3 rating reflects the increased scale and diversification of
Carter's following the OshKosh acquisition and the strong market
profile of the Carter's brand which has a dominant share in the
baby clothing market.  With the reduction in debt and improved
performance of the OshKosh business, financial metrics are at
levels appropriate for the Ba3 rating category.  The ratings also
reflect the inherent cyclicality in the apparel industry, higher
fashion risk associated with the OshKosh business and the narrow
focus of the company on the infant and young children's apparel
market.

The rating outlook is stable as Moody's expects the company to
maintain operating margins and financial leverage near current
levels.  Ratings could be improved if the company demonstrates
further success integrating the OshKosh business, in particular
demonstrating sustained revenue growth as well as demonstrating
further improvement in leverage ratios.  Ratings could be lowered
if increased competition or fashion miscues led to weaker margins,
or if debt financed acquisitions or share buybacks resulted in
sustained increased financial leverage.

These are the ratings upgraded:

     * Corporate Family Rating to Ba3 from B1

     * Senior secured bank credit facility to Ba3 from B1

With 2006 consolidated sales of approximately $1.3 billion,
Carter's, Inc. is one of the leading branded marketers of apparel
exclusively for babies and young children in the United States.
The company markets primarily under the Carter's and OshKosh
brands as well as the Just One Year, Child of Mine and Genuine
Kids from OshKosh brands sold exclusively through Target and Wal
Mart.  As of Dec. 31, 2005 the company operated 193 Carter's
retail outlets and 142 OshKosh retail outlets.


WILLIAM HAWKINS: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: William M. Hawkins, III
        Lisa Warnes-Hawkins
        aka Trip Hawkins
        240 East Second Avenue, Suite 513
        San Mateo, CA 94401

Bankruptcy Case No.: 06-30815

Chapter 11 Petition Date: September 8, 2006

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Heinz Binder, Esq.
                  Binder & Malter, LLP
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  Fax: (408) 295-1531

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Taxes owed for     $17,000,000
Special Procedures               1997-2000
Mail Cod HQ-5420
P.O. Box 99
San Jose, CA 95103-2397

Franchise Tax Board              Taxes Owed for     $10,000,000
P.O. Box 942867                  1997-2000
Sacramento, CA 94267-0011


WINN-DIXIE: Delays Filing of 2006 Annual Financial Report
---------------------------------------------------------
Winn-Dixie Stores, Inc., disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that it is unable to
timely file its financial report for fiscal year ended June 28,
2006.

In its Form NT10-K filed on Sept. 12, 2006, Winn-Dixie says it is
unable to complete the necessary adjustments to its financial
statements to timely file the 2006 annual report without
unreasonable effort or expense.  The company's management has
devoted substantial time and effort to finalize Winn-Dixie's
Joint Plan of Reorganization and, as a result, has been unable to
give adequate time to the completion of the annual financial
statements.

Bennett L. Nussbaum, Winn-Dixie's senior vice president and chief
financial officer, relates that management has discovered that
the company had not utilized certain carrybacks in fiscal 2005
that are expected to result in aggregate tax benefits of around
$11,500,000.

In addition, Winn-Dixie reached a tentative settlement agreement
with the Internal Revenue Service on the amounts assessed for the
fiscal 2000 to 2002 tax years.  Winn-Dixie is working on
appropriate adjustments to reflect the carrybacks and settlement
adjustments in its financial statements, Mr. Nussbaum says.

The company is also completing the reclassification of
discontinued operations after exiting nearly 350 stores and four
distribution centers in fiscal 2006 as well as the pending sale
of its ownership interest in Bahamas Supermarkets Limited.

According to Mr. Nussbaum, Winn-Dixie's annual report is expected
to reflect a net loss of about $350,000,000 for fiscal 2006 down
from a net loss of $833,000,000 for fiscal 2005.  Earnings are
also expected to include:

    -- impairment charges of about $15,600,000 compared to
       $158,400,000 in the prior fiscal year; and

    -- net restructuring gains of $7,700,000 compared to net
       restructuring gains of $82,700,000 in fiscal 2005.

Net loss is expected to include a net gain from reorganization
items of around $251,600,000 for fiscal 2006 compared with
$148,300,000 for fiscal 2005, which includes primarily non-cash
gains related to lease rejections.

The company plans to release its 2006 annual results on or before
Sept. 26, 2006.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 53; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WINN-DIXIE: Wants to Sell Montgomery Distribution Center
--------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek consent
from the U.S. Bankruptcy Court for the Middle District of Florida
to sell the Montgomery Assets free and clear of liens, claims and
interests, subject to higher or better offers.

The Debtors also ask the Court to waive the 10-day stay period
required by Rule 6004(g) of the Federal Rules of Bankruptcy
Procedure.

The Debtors used Winn-Dixie Logistics, Inc.'s distribution center
and dairy plant located in Montgomery, Alabama, to supply stores
in the state before they filed for bankruptcy.

Since filing for bankruptcy, the Debtors have consolidated their
warehouse operations for the area into their Hammond, Louisiana,
facility and no longer need the Montgomery Assets.

The Debtors have marketed the Montgomery Assets extensively
through DJM Asset Management, Inc.  The Debtors have received
three offers, the highest of which is Montgomery Warehouses, LLC's
$6,000,000 bid, relates James H. Post, Esq., at Smith Hulsey &
Busey, in Jacksonville, Florida.

                  Facility Purchase Agreement

The assets to be sold and transferred to Montgomery Warehouses
include Winn-Dixie Logistics' fee simple title in the land and
buildings known as the Montgomery Distribution Center and Dairy
Plant as well as all attached improvements.

The net aggregate purchase price for the Montgomery Assets is
$6,000,000.  Montgomery Warehouses has already deposited $500,000
in escrow.

Other terms of the transaction include:

   (a) The Montgomery Assets are to be transferred free and clear
       of any liens, claims, interests and encumbrances other
       than the permitted encumbrances;

   (b) The initial minimum overbid that may be accepted by the
       Debtors at any auction must have a value of at least
       $6,180,000; and

   (c) Winn-Dixie Logistics will pay Montgomery Warehouses a
       $120,000 termination fee for expenses incurred if it is
       not the successful bidder at the auction for the
       Montgomery Assets.

All parties interested to make a bid must comply with the
Court-approved bidding procedures and submit their bids by
September 26, 2006.

To qualify as a competing bid, the offer must net the Debtors'
estates at least $6,180,000 and be accompanied by a certified
check made out to Smith, Gambrell & Russell LLP, the escrow
agent, for not less than $500,000.

If the Debtors receive a higher or better offer for the
Montgomery Assets, they will conduct an auction at the offices of
Smith Hulsey & Busey in Jacksonville, Florida, on September 28,
2006.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 53; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
September 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Group - "Conversations in Networking"
         Dave & Buster's, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

September 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring Workshop With US
      Bankruptcy Judges Hale, Nelms and Lynn
         Belo Mansion - The Pavilion, Dallas, TX
            Contact: http://www.turnaround.org/

September 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting "From Crisis to Close"
         Oxford Hotel Grand Ballroom, Denver, CO
            Contact: http://www.turnaround.org/

September 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Pat Marso: Recipient of the 2005 International Turnaround of
                 the Year Award
         Solera, Minneapolis, MN
            Contact: http://www.turnaround.org/

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      10th Annual Turnaround Tee-off Golf Tournament & Fundraiser
         Green Valley Country Club, Lafayette Hill, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

September 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Carolinas Membership Luncheon featuring a presentation by
      James Porter of Mesirow Financial
         City Club, Charlotte, NC
            Contact: 704-319-2288 or http://www.turnaround.org/

September 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Carolinas Membership Luncheon - Overseas Insolvency and the
      Carolinas
         City Club, Charlotte, NC
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Supply Chain Finance: New tools for structuring
      and financing trade by proactively mitigating risks
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

September 26-27, 2006
   EUROMONEY
      Asia Pacific High Yield Debt Summit
         JW Marriott Hotel, Hong Kong
            Contact: http://www.euromoneyplc.com/

September 27, 2006
   BEARD AUDIO CONFERENCES
      Year One of BAPCPA: Lessons Learned and Outlook
         A Look at the Business Provisions One Year Later
            Contact: 240-629-3300
            Or http://www.beardaudioconferences.com/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
         Woodbridge Hilton, Iselin, NJ
            Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
         Banff, Alberta
            Contact: http://www.turnaround.org/

September 27, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      New York Luncheon - Pension Panel Program
      Harmonie Club, New York, NY
           Contact: 541-58-1665 or http://www.airacira.org/


September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/IWIRC-NEON Panel Presentation "The Effect of Hedge Funds
      on the Economy"
         Lockkeepers, Valley View, OH
            Contact: http://www.turnaround.org/

September 27, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Luncheon - Pension Panel Program
         Harmonie Club, New York, NY
            Contact: http://www.airacira.org/

September 28, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      West Coast Plan of Reorganization Conference
         The Olympic Collection Banquet, Los Angeles, CA
            Contact: http://www.airacira.org/

September 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Quarterly Networking Luncheon
         East Bank Club, Chicago, IL
            Contact: 815-469-2935 or www.turnaround.org

October 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Organization of Women Networking Event/
      Fundraiser
         TBD, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

October 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Golf Outing
         Fox Chapel Golf Club, Pittsburgh, PA
            Contact: 412-644-8794 or http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Panel & Breakfast Meeting: Financial Fraud
         Center Club, Baltimore, MD
            Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Negotiations Workshop
         Standard Club, Chicago, IL
            Contact: http://www.turnaround.org/

October 6, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy 2006: Views from the Bench
         Georgetown University Law Center, Washington, DC
            Contact: 1-703-739-0800; http;//www.abiworld.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management
         Melbourne, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management
         Mecure Hotel - Haymarket, Sydney, Australia
            Contact: http://www.turnaround.org/

October 16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      A Year After BAPCPA
         Georgetown University Law Center, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 18-19, 2006
   EUROMONEY
      2nd Annual Latin America Syndicated Loans Conference
         JW Marriott Hotel, Miami, FL
            Contact: http://www.euromoneyplc.com/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA of Nevada's 1st Breakfast Meeting
         The A,B,C's of Valuing and Selling a Business
            Palace Station, Las Vegas, NV
               Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Navigating the Potholes and Speed Bumps on Today's
      Economic Highway
         Waller Lansden Dortch & Davis
            Nashville, TN
               Contact: http://www.turnaround.org/

October 19, 2006
   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge:
         Best Practices in e-Discovery and Records Management
         for Bankruptcy Practitioners and Litigators
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds - Expanded Financing Opportunities in Business
      Turnarounds
         Arizona
            Contact: http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Coach Dan Reeves
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

October 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      BK/TMA Golf Tournament
         Orange Tree Golf Resort, AZ
            Contact: 623-581-3597 or http://www.turnaround.org/

October 30-31, 2006
   Distressed Debt Summit: Preparing for the Next Default Cycle
      Financial Research Associates LLC
         Helmsley Hotel, New York, NY
            Contact: http://www.frallc.com/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Dessert Reception
         Marriott, San Francisco, CA
            Contact: 415-896-1600 or http://www.airacira.org/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA UK Annual Conference
         Millennium Gloucester Hotel, London, UK
            Contact: http://www.turnaround.org/

November 2-3, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Physician Agreements & Ventures
      Successful Strategies for Medical Transactions and
      Investments
         The Millennium Knickerbocker Hotel - Chicago
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Breakfast Program
         Marriott, San Francisco, CA
            Contact: 415-896-1600 or http://www.airacira.org/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 7-8, 2006
   EUROMONEY
      5th Annual Distressed Debt Investment Symposium
         Hyatt Regency, London, UK
            Contact: http://www.euromoneyplc.com/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Webinar "Second Lien Financing or Investing: Are
      There Opportunities for You?"
         TMA HQ, Chicago, IL
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program - Cost Containment Strategies
         St. Louis, MO
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Cocktail Reception Honoring the
      Bankruptcy Benches of the Southern &
      Eastern Districts of New York and New Jersey
      Association of the Bar of the City of New York
         New York, NY
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 16-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      8th Annual West Distressed Debt Investing Forum
         Venetian Resort Hotel Casino, Las Vegas, NV
            Contact: http://www.srinstitute.com

November 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Harry Nolan, Author of
         Airline without a Pilot - Lessons in Leadership
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint TMA Florida/ACG Tampa Bay Luncheon
      Buying and Selling a Troubled Company
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, NJ
            Contact: http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

December 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA, AVF & CFA
         Georgia Aquarium, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lender's Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

January 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 17-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Wynn, Las Vegas, NV
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or www.turnaround.org

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://www.airacira.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q. Salta,
Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin and
Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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