TCR_Public/060928.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, September 28, 2006, Vol. 10, No. 231

                             Headlines

ACXIOM CORP: Charles Morgan Adopts New 10b5-1 Trading Plan
ADAMS OUTDOOR: Moody's Assigns LGD3 Loss-Given-Default Rating
ADELPHIA COMMS: Files Further Changes to Plan of Reorganization
ADELPHIA COMMS: Lists 100 Pacts Assumed by Time Warner and Comcast
ADVENTURE PARKS: Taps Stone & Baxter as Bankruptcy Counsel

ADVENTURE PARKS: Section 341(a) Meeting Scheduled on October 23
ALLBRITTON COMMS: Moody's Assigns Loss-Given-Default Rating
ALVAN LEVENSON: Voluntary Chapter 11 Case Summary
AMARANTH ADVISORS: Outlines Future Plans, Mulls Sale
AMERICAN OUTFITTERS: Case Summary & 20 Largest Unsecured Creditors

AMERICAN SAFETY: Moody's Assigns Loss-Given-Default Ratings
AMERICAN TISSUE: Former CEO Gets 15-Year Jail Term for Fraud
AMISTAR CORP: June 30 Balance Sheet Upside-Down by $2.1 Million
ASARCO LLC: Four Parties Don't Want Stay Lifted for Asarco Inc.
ASARCO LLC: Encycle Trustee Wants to Sell Tank to Valley Solvents

AVIALL INC: Completes $1.7 Billion Sale to Boeing
BANNER BUFFETS: Can Access Lender's Cash Collateral Until Oct. 17
BARE ESCENTUALS: Moody's Assigns Loss-Given-Default Ratings
BARRINGTON BROADCASTING: Moody's Assigns Loss-Given-Default Rating
BIOJECT MEDICAL: Posts $2.8 Million in 2006 Second Quarter

BLOCK COMMS: Moody's Assigns Loss-Given-Default Rating
CAPITAL TRUST: Fitch Affirms Three Note Classes' Low-B Ratings
CDC MORTGAGE: Fitch Lowers Class B2 Certificate's Rating to C
CENTRAL GARDEN: Moody's Assigns Loss-Given-Default Ratings
CHATTEM INC: Moody's Assigns Loss-Given-Default Rating

CHC HELICOPTER: Moody's Assigns Loss-Given-Default Rating
CHIQUITA BRANDS: S&P Puts B+ Corporate Credit Rating on Neg. Watch
CHURCH & DWIGHT: Moody's Assigns Loss-Given-Default Ratings
CIRTRAN CORP: Has $2.8 Million Working Capital Deficit at June 30
CITGO PETROLEUM: Allows 7-Eleven Supply Contract to Expire

CITGO PETROLEUM: Moody's Assigns Loss-Given-Default Rating
CMP KC: Moody's Assigns Loss-Given-Default Rating
CMP SUSQUEHANNA: Moody's Assigns Loss-Given-Default Rating
COFFEYVILLE RESOURCES: Moody's Assigns Loss-Given-Default Rating
COLLEEN INC: Ch. 11 Trustee Hires Keen Realty as Sales Advisor

COMPLETE PRODUCTION: Moody's Assigns Loss-Given-Default Rating
COMPUCOM SYSTEMS: S&P Assigns B Rating to $175 Million Sr. Notes
CONSECO SENIOR: Moody's Rates New $675 Mil. Credit Facility at Ba3
CONTINENTAL GROUP: Moody's Assigns Loss-Given-Default Rating
COUDERT BROTHERS: Files Schedules of Assets and Liabilities

CUMULUS MEDIA: Moody's Assigns Loss-Given-Default Rating
D K AND L COMPANY: Case Summary & 19 Largest Unsecured Creditors
DATA TRANSMISSION: Moody's Assigns Loss-Given-Default Rating
DEL LABORATORIES: Moody's Assigns Loss-Given-Default Ratings
DELTA AIR: Expands Scope of Debevoise & Plimpton's Retention

DELTA AIR: Reports 3% System Traffic Decrease in August 2006
DRESSER INC: Moody's Assigns Loss-Given-Default Rating
DRESSER-RAND GROUP: Moody's Assigns Loss-Given-Default Rating
EAGLE MEADOWS: Voluntary Chapter 11 Case Summary
EDUCATE INC: Acquisition Proposal Prompts S&P's Negative Watch

EDWIN VALENTIN: Case Summary & 17 Largest Unsecured Creditors
ELIZABETH ARDEN: Moody's Assigns Loss-Given-Default Rating
EMMIS COMMS: Moody's Assigns Loss-Given-Default Rating
EMMIS OPERATING: Moody's Assigns Loss-Given-Default Rating
ENRON CORP: Court Gives Ex-CFO Andrew Fastow Six-Year Prison Term

ENTERCOM RADIO: Moody's Assigns Loss-Given-Default Rating
ERIC HINES: Case Summary & Nine Largest Unsecured Creditors
EUROGAS INC: Balance Sheet Upside-Down by $26 Million at June 30
FASSBERG CONSTRUCTION: Files Third Amended Plan of Reorganization
FEDERAL-MOGUL: Court Okays Entry Into U.K. Compromises

FLYI INC: Judge Walrath Okays Rejection of 1,400 Contracts
FLYI INC: Walks Away from 640 Contracts and Leases
FOAMEX INTERNATIONAL: Panel Hires Greenberg Traurig as Co-Counsel
FRONTIER DRILLING: Moody's Assigns Loss-Given-Default Rating
FRONTIER OIL: Moody's Assigns Loss-Given-Default Rating

GALVEX HOLDINGS: Judge Drain Converts Ch. 11 Case to Chapter 7
GALVEX HOLDINGS: U.S. Trustee Names John Pereira as Ch. 7 Trustee
GENERAL MOTORS: Asks for Billions in Nissan-Renault Tie Up Deal
GENESCO INC: Moody's Withdraws Ba3 Rating on Sr. Credit Facility
GENTEK INC: Selling Noma Wire Business to Electrical Components

GIANT INDUSTRIES: Moody's Assigns Loss-Given-Default Rating
GILDAN ACTIVEWEAR: Closing Canadian, U.S. Manufacturing Operations
GREAT PANTHER: Reveals Wardrop Resource Estimate on Km 66 Project
INCOMNET INC: 9th Cir. Rules USCA Received $470,000 Preference
INTABEX NETHERLANDS: Moody's Assigns Loss-Given-Default Ratings

INTERSTATE BAKERIES: Wants to Buy 182 Step Vans From PHH Financial
INTERSTATE BAKERIES: Wants Stay Lifted to Allow IRS Set Off
INTRAWEST CORP: Shareholders to Consider Plan at Special Meeting
J. LEE TRANSPORT: Voluntary Chapter 11 Case Summary
KESSLER HOSPITAL: Hires Ciardi & Ciardi as Bankruptcy Counsel

KESSLER HOSPITAL: Has Until Oct. 19 to File Schedules
LEHMAN XS: Moody's Assigns B2 Rating to Class A-4 Notes
LONDON FOG: Houlihan Lokey Hired as Investment Banker & Advisor
LONE TREE: Case Summary & 20 Largest Unsecured Creditors
MAGNOLIA VILLAGE: Hires Belding Harris as Bankruptcy Counsel

MAGNOLIA VILLAGE: Section 341(a) Meeting Scheduled on October 16
MARSH & MCLENNAN: Moody's Affirms Preferred Stock's (P)Ba1 Rating
MASTERCRAFT INTERIORS: Court Okays Harold Hackerman as Examiner
MAYCO PLASTICS: Hires McDonald Hopkins as Bankruptcy Counsel
MAYCO PLASTICS: Section 341(a) Meeting Scheduled on October 23

MERIDIAN AUTOMOTIVE: Inks Contracts With Mazda & Daimler/Chrysler
NE ENERGY: Moody's Assigns B1 Rating to First Lien Debt Facilities
NORTHWEST AIRLINES: Section 1110(b) Period for 3 Aircraft Extended
NORTHWEST AIRLINES: Inks Stipulation with Denver to Set Off Debt
NOVELL INC: Wells Fargo Issues Default Notice

OHIO CHINA: Case Summary & 20 Largest Unsecured Creditors
ORIGEN FINANCIAL: Losses Cue Moody's to Review Ratings
OVERSEAS SHIPHOLDING: Acquires Maritrans for $455 Million
OVERSEAS SHIPHOLDING: Maritrans Merger Cues S&P to Affirm Ratings
PANAVISION INC: $30MM Loan Increase Cues S&P to Affirm B- Rating

PEP BOYS: Moody's Assigns Ba3 Rating to New $320MM Debt Facility
PETCO ANIMAL: Moody's Cuts Corporate Family Rating to B2
PETCO ANIMAL: Increased Financial Risk Cues S&P to Lower Ratings
PLIANT CORP: S&P Assigns CCC Rating to $250 Million Senior Notes
PLY GEM: Acquires Alcoa Home Exteriors in $305 Million Deal

PLY GEM: Names Gary Robinette as President and CEO
POINT NORTH: Granted Creditor Protection Under CCAA by Court
PRESIDENT CASINOS: Equity Panel Taps Klee & Stone as Counsel
PRESIDENT CASINOS: Court Okays Saul Leonard as Gaming Consultant
QUALITY COMMS: Trustee Can't Recover From Pact Freeing $1.4MM Debt

READ-RITE CORP: Trustee Wants Hanson Bridgett as Special Counsel
READ-RITE CORP: Trustee Wants to Make Second Interim Distribution
REAL ESTATE: Moody's Assigns Low-B Ratings to Six Cert. Classes
REFCO INC: Three Parties Object to Accord with Prepetition Lenders
REFCO INC: Clarifies Trigger Date for Settlement with Lenders

RESIDENTIAL ASSET: Moody's Assigns Ba1 Rating to Class M-6 Certs.
REYNOLDS & REYNOLDS: S&P Cuts Corp. Credit Rating 5 Notches to B+
RIVEREDGE INC: Case Summary & 50 Largest Unsecured Creditors
RONALD BROWN: Voluntary Chapter 11 Case Summary
ROOMLINX INC: Has 90 Days to Pay Defaulted $1.1 Mil. Debentures

SEARS HOLDINGS: Seeks Leave to Appeal Divisional Court Decision
SM ASSOCIATION: Case Summary & Six Largest Unsecured Creditors
SOUNDVIEW HOME: Moody's Assigns Ba1 Rating to Class M-10 Notes
ST. JOHN KNITS: S&P Affirms B+ Rating & Revises Outlook to Neg.
STEEL PARTS: Wants Court's Approval on Pepper Hamilton as Counsel

STEEL PARTS: Section 341(a) Meeting Scheduled on October 23
STEVE'S SHOES: Files First Amended Disclosure Statement in Kansas
SUNWOOD VILLAGE: Taps Lionel Sawyer as Bankruptcy Counsel
SUNWOOD VILLAGE: Wants ConAm to Manage Apartment Complex
SUPERIOR ENERGY: Moody's Holds B1 Rating on $300MM Sr. Notes

THERMAL NORTH: Default Cues Moody's to Put Ba3 Rating on Watch
THOMPSON CREEK: Moody's Assigns B3 Corporate Family Rating
TYRINGHAM HOLDINGS: Taps McCarter & English as Bankruptcy Counsel
TYRINGHAM HOLDINGS: Taps Tavenner & Beran as Bankruptcy Co-Counsel
UNIVERSAL CORP: Subsidiary Sells Businesses for $527 Million

UNIVERSAL CORP: Moody's Assigns LGD5 Loss-Given-Default Rating
UNIVISION COMMS: Shareholders OK $13.7 Bil. Purchase by Investors
VASOMEDICAL INC: Thomas Fry Resigns as Chief Financial Officer
VENTURE HOLDINGS: Court Approves Clark Hill as Co-Counsel
VERIFONE HOLDINGS: Moody's Holds B1 Corporate Family Rating

VERILINK CORP: Hires Ehrhardt Keefe as Auditors & Accountants
VJCS ACQUISITION: Moody's Assigns LGD3 Loss-Given-Default Ratings
VTEX ENERGY: Malone & Bailey Raises Going Concern Doubt
W.A.T. PLUMBING: Case Summary & Five Largest Unsecured Creditors
YETI INTERNATIONAL: Case Summary & 19 Largest Unsecured Creditors

YUKOS OIL: Mulls Potential Deal with Mystery Foreign Bidder
ZULTYS TECHNOLOGIES: Taps Binder & Malter as Bankruptcy Counsel
ZULTYS TECHNOLOGIES: Taps Gordian Group as Investment Banker

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ACXIOM CORP: Charles Morgan Adopts New 10b5-1 Trading Plan
----------------------------------------------------------
Acxiom Corporation disclosed that its Company Leader, Charles D.
Morgan, has adopted a new pre-arranged stock trading plan to sell
a portion of his company stock over a 10-month period to retire
personal debt.

The stock-trading plan was adopted in accordance with the
guidelines specified under Rule 10b5-1 of the Securities Exchange
Act of 1934.  Under the rules of the plan, Mr. Morgan may sell
50,000 shares per month between September 2006 and June 2007,
amounting to 15% of the approximately 3,368,000 shares he
currently holds.

Mr. Morgan has not sold any stock since April 2005.  He entered
into a 10b5-1 sales plan in April 2004, which called for the sale
of 50,000 shares per month through July 2005.  He terminated the
plan in April 2005, leaving 150,000 shares unsold.

                         About Acxiom

Based in Little Rock, Arkansas, Acxiom Corporation (Nasdaq: ACXM)
-- http://www.acxiom.com/-- integrates data, services and
technology to create and deliver customer and information
management solutions for many of the largest, most respected
companies in the world.  The core components of Acxiom's solutions
are Customer Data Integration technology, data, database services,
IT outsourcing, consulting and analytics, and privacy leadership.
Founded in 1969, Acxiom has locations throughout the United
States, Europe, Australia and China.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2006,
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Little Rock, Arkansas-based Acxiom Corp.'s proposed
$800 million secured first-lien financing.  The first-lien
facilities consist of a $200 million revolving credit facility and
a $600 million term loan.  They are rated 'BB' with a recovery
rating of '2'.

As reported in the Troubled Company Reporter on Aug. 25, 2006,
Moody's Investors Service assigned a Ba2 rating to Acxiom
Corporation's $800 million senior secured credit facilities, while
affirming its corporate family rating of Ba2.  The outlook is
stable.


ADAMS OUTDOOR: Moody's Assigns LGD3 Loss-Given-Default Rating
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US advertising and broadcasting sector, the
rating agency confirmed its B1 rating on Adams Outdoor Advertising
LP's secured revolver and secured term loans.  Additionally,
Moody's assigned an LGD3 rating to those debts, suggesting
creditors will experience a 32% loss in the event of a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Adams Outdoor Advertising LP -- http://www.adamsoutdoor.com/-- is
the sixth largest provider of outdoor billboard advertising in the
U.S.


ADELPHIA COMMS: Files Further Changes to Plan of Reorganization
---------------------------------------------------------------
On Sept. 27, 2006, Adelphia Communications Corporation filed a
further revised draft of its Fifth Amended Joint Chapter 11 Plan
of Reorganization and the related Supplement to its Fourth Amended
Disclosure Statement with the U.S Bankruptcy Court for the
Southern District of New York.

On Sept. 21, 2006, the Court issued an opinion that, among other
things, conditionally approved a supplemental Disclosure Statement
for Adelphia.

The modifications reflect certain changes discussed at the
hearings on September 12 and 19 and the Bankruptcy Court's
opinion.

Adelphia, the Official Committee of Unsecured Creditors and two
administrative agents, with respect to the classification and
treatment of bank claims under the credit agreements for which
they are agents, remain co-proponents of the modified plan, which
embodies the framework agreed upon by Adelphia, its Official
Committee of Unsecured Creditors, significant individual bond
funds and the two administrative agents with which settlements
have been reached.

In connection with the filing, Adelphia and the Official Committee
of Unsecured Creditors also have submitted a proposed revised
order approving the Supplement to the Disclosure Statement as
containing "adequate information" to enable Adelphia's Chapter 11
bankruptcy creditors and equity holders to make an informed
judgment about the Fifth Amended Plan.

Adelphia's proposal and prosecution of confirmation of the
modified Fifth Amended Plan still is subject in all respects to
entry of such an order, as well as Bankruptcy Court authorization
for Adelphia to propose and seek votes in respect of the modified
Fifth Amended Plan.  Absent entry of such an order and
authorization, Adelphia's filing of the modified Fifth Amended
Plan and related Supplement to the Disclosure Statement shall not
be deemed to be a proposal by the Debtors with respect to the
treatment of any claims against or equity interests in Adelphia or
its subsidiaries.  If this order is entered and such authorization
is granted, Adelphia, the Official Committee of Unsecured
Creditors and the relevant bank administrative agents will begin
the process of soliciting creditors and equity holders to vote on
the modified Fifth Amended Plan.

A full-text copy of the second Revised Draft Fifth Amended Plan is
available for free at http://ResearchArchives.com/t/s?1295

A full-text copy of the second revised Second Disclosure Statement
Supplement relating to Fifth Amended Plan is available for free
at http://ResearchArchives.com/t/s?1296

              About Adelphia Communications Corp.

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

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


ADELPHIA COMMS: Lists 100 Pacts Assumed by Time Warner and Comcast
------------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates
identified about 100 more executory contracts and unexpired leases
that were assumed by and assigned to Time Warner, Inc., and
Comcast Corporation.

A list of the additional contracts and leases is available for
free at: http://bankrupt.com/misc/acom_amendedcontractlist.pdf

              About Adelphia Communications Corp.

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

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


ADVENTURE PARKS: Taps Stone & Baxter as Bankruptcy Counsel
----------------------------------------------------------
Adventure Parks Group, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Georgia for permission
to employ Stone & Baxter, LLP, as their bankruptcy counsel.

Stone & Baxter will:

    a. give the Debtors legal advice with respect to their powers
       and duties as debtors-in-possession in the continued
       operation of their business and management of their
       property;

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

    c. continue existing litigation to which the debtors-in-
       possession may be a party, and to conduct examinations
       incidental to the administration of the Debtors' estate;

    d. take any and all necessary action instant to the proper
       preservation and administration of the estate;

    e. assist the debtors-in-possession with the preparation and
       filing of a Statement of Financial Affairs and schedules
       and lists as are appropriate;

    f. take whatever action is necessary with reference to the use
       by the Debtors of its property pledged as collateral,
       including cash collateral, to preserve the same for the
       benefit of the Debtors and secured creditors in accordance
       with the requirements of the Bankruptcy Code;

    g. assert, as directed by the Debtors, all claims the Debtors
       have against others;

    h. assist the Debtors in connection with claim for taxes made
       by governmental units; and

    i. perform all other legal services for the Debtors which may
       be necessary, and it is necessary for the Debtors to employ
       attorneys for such professional services.

The Debtors tell the Court that the firm's professionals bill:

       Professional                      Hourly Rate
       ------------                      -----------
       Attorney                          $175 - $325
       Research Assistants                   $90
       Paralegals                            $90

Ward Stone, Jr., Esq., a partner at Stone & Baxter, assures the
Court that his firm does not hold or represent any interest
adverse to the Debtors or their estates.

Mr. Stone can be reached at:

         Ward Stone, Jr., Esq.
         Stone & Baxter, LLP
         Suite 800, Fickling & Co. Building
         577 Mulberry Street
         Macon, Georgia 31201
         Tel: (478) 750-9898
         Fax: (478) 750-9899
         http://www.stoneandbaxter.com/

Headquartered in Valdosta, Georgia, Adventure Parks Group, LLC, is
the holding company of Wild Adventures and Cypress Gardens.  Wild
Adventures operates an amusement park in Valdosta, Georgia while
Cypress operates an amusement park in Winter Haven, Florida.  The
Company, along with Wild Adventures and Cypress Gardens, filed for
chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case Nos.
06-70659 through 06-70661).  When the Debtors filed for protection
from their creditors, they estimated assets and debts between $50
million and $100 million.


ADVENTURE PARKS: Section 341(a) Meeting Scheduled on October 23
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Adventure
Parks Group, LLC's creditors at 11:00 a.m. on Oct. 30, 2006, at
the U.S. Courthouse, Post Office Building, North Patterson Street
in Valdosta, Georgia.

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 officer 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 Valdosta, Georgia, Adventure Parks Group, LLC, is
the holding company of Wild Adventures and Cypress Gardens.  Wild
Adventures operates an amusement park in Valdosta, Georgia while
Cypress operates an amusement park in Winter Haven, Florida.  The
Company, along with Wild Adventures and Cypress Gardens, filed for
chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case Nos.
06-70659 through 06-70661).  When the Debtors filed for protection
from their creditors, they estimated assets and debts between $50
million and $100 million.


ALLBRITTON COMMS: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US advertising and broadcasting sector, the
rating agency revised its B3 rating on Allbritton Communications
Company's 7-3/4% senior subordinated notes due 2012 to B1.
Additionally, Moody's assigned an LGD4 rating to the notes,
suggesting noteholders will experience a 57% loss in the event of
a default.

Allbritton carries Moody's B1 PDR rating.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in Washington, D.C., Allbritton Communications Company
-- http://www.allbritton.com/-- is an owner of television
stations -- all affiliated with The American Broadcasting Company
after signing an affiliation agreement in 1997.


ALVAN LEVENSON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Alvan E. Levenson
        P.O. Box 234
        Manomet, MA 02345

Bankruptcy Case No.: 06-13399

Chapter 11 Petition Date: September 27, 2006

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: David G. Baker, Esq.
                  105 Union Wharf
                  Boston, MA 02109
                  Tel: (617) 367-4260
                  Fax: (866) 661-5328

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.


AMARANTH ADVISORS: Outlines Future Plans, Mulls Sale
----------------------------------------------------
Amaranth Advisors has told investors that it is exploring either
the liquidation of its remaining assets or the sale of its
business to a larger institution, Ben White at The Financial Times
reports.

Amaranth has also informed investors that Brian Hunter, the energy
trader who allegedly dragged the investment firm into deep losses,
has left the group, Mr. White revealed.

Last week, Amaranth admitted to losing more than 35% of the value
of its natural gas bets due to a dramatic move in gas prices.
Amaranth subsequently transferred its energy portfolio to Citadel
Investment Group and J.P. Morgan Chase & Co. last week, a process
that was allegedly initiated before news of the losses came out.

Amaranth faces multiple regulatory probes and possible lawsuits in
the wake of its losses, Mr. White reports.  Connecticut Attorney
General Richard Blumenthal had previously disclosed that he is
collecting evidence and reviewing facts concerning the large
losses at Amaranth.

Dow Jones Newswire reports that the Securities and Exchange
Commission has also launched its own investigation on Amaranth.
SEC Commissioner Annette Nazareth told Dow Jones that the SEC's
probe prove will focus on whether investors received misleading
information from the fund.

Amaranth Advisors, based in Greenwich, Connecticut with offices in
Toronto, Canada, London, England and Singapore, is an investment
management firm.  Amaranth specializes in a broad spectrum of
alternative investments and trading strategies, through a multi-
strategy investment fund and fund dedicated to long-short
equities.


AMERICAN OUTFITTERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: The American Outfitters, Inc.
        5202 Business Route 220
        Bedford, PA 15522

Bankruptcy Case No.: 06-70738

Chapter 11 Petition Date: September 26, 2006

Court: Western District of Pennsylvania (Johnstown)

Debtor's Counsel: Kirk B. Burkley, Esq.
                  Peter J. Ashcroft, Esq.
                  Robert S. Bernstein, Esq.
                  Bernstein Law Firm, P.C.
                  2200 Gulf Tower, 707 Grant Street
                  Pittsburgh, PA 15219
                  Tel: (412) 456-8100
                  Fax: (412) 456-8135

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Robert Turkovich, Sr.                                    $332,531
5202 Business Route 220
Bedford, PA 15522

Alfwear                            Trade Debt            $157,012
4884 South 300 West
Salt Lake City, UT 84107

NorthFace                          Trade Debt            $152,595
13911 Collections Center Drive
Chicago, IL 60693

Barash Group                       Services Provided     $133,485
P.O. Box 77
State College, PA 16804

Dr. Marten's Airway USA LLC        Trade Debt             $75,441
P.O. Box 4100
Mail Stop 97
Portland, OR 97208

U.S. Bank                          Rent                   $75,000
Trustee Logan Valley Mall

Marmot Mountain                    Trade Debt             $61,299

New York Life                      Insurance Services     $60,248

Johnstown Mall, LP                 Rent                   $59,534

Morgantown Mall                    Rent                   $56,569

Royal Robbins                      Trade Debt             $54,008

American Express                   Credit Card Purchases  $53,403

SanSegal Sportswear                                       $52,063

Erik Turkovich                                            $48,675

David Turkovich                                           $48,675

Robert Turkovich, Jr.                                     $48,675

U.S. Bank                          Rent                   $44,000
Trustee Lycoming Mall

PR Valley, LP                      Rent                   $41,766

Meadowbrook Mall                   Rent                   $40,679

Lancaster Trust                    Rent                   $37,952


AMERICAN SAFETY: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US Consumer Products, Beverage, Toy, Natural
Product Processors, Packaged Food Processors and Agricultural
Cooperative sectors, the rating agency confirmed its B2 Corporate
Family Rating for American Safety Razor Company.

Additionally, Moody's revised and held its probability-of-default
ratings and assigned loss-given-default ratings on these loans and
bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $35 million
   First Lien
   Revolving Credit     B2       B1        LGD3     38%

   $225 million
   First Lien
   Term Loan            B2       B1        LGD3     38%

   $175 million
   Second Lien
   Term Loan            Caa1     B3        LGD4     58%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in Cedar Knolls, New Jersey, American Safety Razor Company
is a major designer, manufacturer and marketer of brand name and
private label consumer and industrial products.  Its principal
products include wet shaving blades and razors and medical blades.


AMERICAN TISSUE: Former CEO Gets 15-Year Jail Term for Fraud
------------------------------------------------------------
Roslynn R. Mauskopf, the U.S. Attorney for the Eastern District of
New York, disclosed that Mehdi Gabayzadeh, the former president
and chief executive officer of American Tissue Corporation, was
sentenced to 15 years of imprisonment and ordered to forfeit
$65 million on his conviction for conspiring to commit a multi-
million dollar bank and securities fraud, and related offenses,
that led to the bankruptcy of the paper manufacturer.

The sentencing proceeding was held Monday before U.S. District
Judge Joanna Seybert at the U.S. Courthouse in Central Islip, New
York.

American Tissue was once the fourth largest tissue paper and pulp
manufacturing company in the United States.  Its bankruptcy left
2,700 workers unemployed, and closed paper and pulp mills located
throughout the country.  The company's failure cost banks,
financial institutions, and investors almost $300 million.

Mr. Gabayzadeh was originally indicted in March 2003 on securities
fraud, bank fraud, and conspiracy arising from his efforts to
inflate American Tissue's accounts receivables and inventory in an
effort to defraud a group of banks that loaned the company
$145 million, and bondholders who in 1999 purchased $165 million
in American Tissue bonds.

A superseding indictment, returned in April 2004, included
bankruptcy fraud, conspiracy to commit perjury, and obstruction of
justice charges.  On April 13, 2005, following a 10-week trial,
Mr. Gabayzadeh was convicted of all eight counts in the
superseding indictment.

"This case involved a massive corporate fraud and breach of trust
that led to the bankruptcy of a major corporation, hundreds of
millions of dollars in losses to lenders and investors, and the
elimination of jobs for thousands of former employees," stated
Ms. Mauskopf.  "The lengthy sentence imposed today reflects the
magnitude of the defendant's crimes."

American Tissue Inc. is an integrated manufacturer of tissue
products and pulp and paper in North America, with a comprehensive
product line that includes jumbo tissue rolls for converting and
converted tissue products for end-use.  The company filed for
Chapter 11 protection on September 10, 2001 (Bankr. Del. Case No.
01-10370).  On April 22, 2004, the Court converted the Debtors
cases into a chapter 7 liquidation proceeding.  Christine C.
Shubert, serves as Chapter 7 Trustee for the Debtors' estates.
Bernard George Conaway, Esq., at Fox Rothschild LLP, represents
the Chapter 7 Trustee.  Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young & Jones, represents the Debtors.  Dmitry
Pilipis, Esq., and Frederick B. Rosner, Esq., at Jaspan
Schlesinger Hoffman LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than
$100 million.


AMISTAR CORP: June 30 Balance Sheet Upside-Down by $2.1 Million
---------------------------------------------------------------
Amistar Corporation filed its second quarter financial statements
for the three months ended June 30, 2006, with the Securities and
Exchange Commission.

The Company incurred an $816,000 net loss on $1.1 million of net
revenues for the three months ended June 30, 2006, compared to a
$1.2 million net loss on $1 million of revenues in 2005.

At June 30, 2006, the Company's balance sheet showed $4.1 million
in total assets and $5.8 million in total liabilities, resulting
in a $2.1 million stockholders' deficit.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?1285

Headquartered in San Marcos, California, Amistar Corporation --
http://www.amistar.com/-- engages in the design, development,
manufacture, distribution, marketing, and service of automated
equipment used to assemble electronic components and product
identification media to printed circuit boards and other
assemblies.  It provides machine products, distributing circuit
board assembly machine products, and customized factory automation
design and manufacturing services.  The company, through its
majority-owned subsidiary, Distributed Delivery Networks
Corporation, provides automation solutions for the retail pharmacy
market.  It distributes its products to customers in the eyeglass
lens, life sciences, medical equipment, golf club assembly,
electronics, and RFID industries through an internal sales force.


ASARCO LLC: Four Parties Don't Want Stay Lifted for Asarco Inc.
---------------------------------------------------------------
Four parties ask the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to deny Asarco Inc.'s request
to modify the automatic stay so it can bring an action in the
Chancery Court of the State of Delaware enforcing its rights to
compel ASARCO LLC to turn over financial information.

The four parties are:

   -- Official Committee of Unsecured Creditors for the Asbestos
      Subsidiary Debtors;

   -- Robert C. Pate as future claims representative;

   -- ASARCO LLC; and

   -- United Steelworkers.

                             Responses

1. Asbestos Committee and FCR

The Official Committee of Unsecured Creditors for the Asbestos
Subsidiary Debtors and Robert C. Pate, as future claims
representative, assert that Asarco Incorporated is not entitled to
either a modification of the automatic stay or a Rule 2004
examination.

Debra L. Innocenti, Esq., at Oppenheimer, Blend, Harrison & Tate,
Inc., in San Antonio, Texas, notes that Asarco Inc. has admitted
that ASARCO LLC has been provided it with the information
necessary for the preparation and filing of the tax returns and
reports.

The Asbestos Committee and the FCR contend that allowing Asarco
Inc. to compel production of tax information through the Delaware
State Chancery Court or through a 2004 examination would cause
unnecessary expense and would permit ASARCO LLC's competitors and
parties to improperly obtain sensitive financial and operational
information.

The Asbestos Committee and the FCR ask the Court to deny Asarco
Inc.'s request to lift the automatic stay.

2. ASARCO LLC

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
argues that Asarco Inc. wants to take advantage of the Federal
Rules of Bankruptcy Procedure by seeking permission to initiate a
state court action in Delaware, far from the Texas Bankruptcy
Court's oversight.

ASARCO LLC asserts that adjudicating the dispute in a state court
far from ASARCO LLC's headquarters would incur undue expenses.
ASARCO LLC is laying the basis for developing its plan of
reorganization, and thus it cannot be made to focus on other
litigation, Mr. Prince avers.

Mr. Prince disputes Asarco Inc.'s allegations that ASARCO LLC has
not been provided it with the necessary information.  According
to Mr. Prince, ASARCO LLC has even engaged the services of
Alvarez & Marsal, LLC, to collect tax information and deliver it
to Americas Mining Corporation.  Asarco Inc. has been provided
with all the information it needs for the preparation of the tax
returns, but because Asarco Inc. is neither a fiduciary of ASARCO
LLC nor a DIP Lender, it could not be given the same treatment as
the Official Committee of Unsecured Creditors and the DIP
Lenders, Mr. Prince says.

Mr. Prince adds that Asarco Inc. is an insider and yet its
interests are adverse to ASARCO LLC's reorganization efforts.

Accordingly, ASARCO asks the Court to deny Asarco Inc.'s request
to lift the automatic stay.

3. USW

The United Steelworkers complains that Asarco Inc.'s Lift Stay
Motion fails to recognize the special circumstances involving
corporate relationships and corporate governance in ASARCO LLC's
Chapter 11 cases.  One of those circumstances is the status
between ASARCO and Grupo Mexico, S.A. de C.V., as the owner of
Southern Peru Copper Corporation, ASARCO LLC's competitor,
Patrick M. Flynn, Esq., in Houston, Texas, points out.

Mr. Flynn relates that those circumstances led to the December
2005 Stipulation Regarding Corporate Governance, which provided
for the appointment of replacement directors, the modification of
the Operating Agreement, and the appointment of the interim chief
executive officer.

The USW complains that Asarco Inc. has not demonstrated cause for
the Court to lift the automatic stay for it to pursue litigation
in the Delaware Chancery Court to obtain certain financial
information and to pursue in the interim a Rule 2004 examination.

Mr. Flynn asserts that Asarco Inc. should be required to make a
particularized showing of need and lack of prejudice to the
estate, before obtaining any information.

The USW asks the Court to deny Asarco Inc.'s request to lift the
automatic stay.

                         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: Encycle Trustee Wants to Sell Tank to Valley Solvents
-----------------------------------------------------------------
Michael Boudloche, the Chapter 7 Trustee for Encycle/Texas, Inc.,
seeks authority from the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to sell a 1,500-gallon
stainless steel up right tank with a 30-degree bottom to Valley
Solvents & Chemicals.

The Asset will be for consideration of Valley Solvents' complete
pick-up, removal and disposal off-site of approximately 1,300
gallons of sulfuric acid at Encycle's plant.

The Chapter 7 Trustee intends to sell the Asset free and clear of
all liens, claims and interests.

                         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)


AVIALL INC: Completes $1.7 Billion Sale to Boeing
-------------------------------------------------
The Boeing Company has concluded its purchase of Aviall, Inc.
Boeing purchased Aviall for $48 per share or $1.7 billion, plus
the assumption of debt, net of cash existing on Aviall's balance
sheet, of $448 million.

"We are excited to welcome the Aviall team to Boeing," said Lou
Mancini, vice president and general manager of Boeing Commercial
Aviation Services.  "We will add Aviall's great products and
people to our expanding Integrated Materials Management program
that is so important to our customers."

"We are delighted to become part of The Boeing Company," said Paul
Fulchino, chairman, president and chief executive officer of
Aviall.  "Our combined industry knowledge creates a dynamic team
that will continue to enable our customers to achieve greater
efficiency, operational savings and profitability."

Aviall will report to Boeing Commercial Aviation Services and
operate as a wholly owned subsidiary.  Commercial Aviation
Services offers Integrated Materials Management services to
airline customers.  Through this program, Boeing and selected
suppliers maintain an airline's inventory of maintenance supplies
- including spare parts - and provide items only as needed,
reducing the airline's cost and complexity of doing business.
Aviall's parts ordering and supply chain management capabilities
will also be utilized by Boeing's Integrated Defense Systems'
Support Systems business.

"This is an exciting time for Boeing with the addition of Aviall's
capabilities," said Pat Finneran, president of Support Systems.
"Their strengths and abilities are well aligned with our current
business strategies and I look forward to leveraging our combined
strengths to improve our supply chain services for our customers."

Headquartered in Dallas, Aviall -- http://www.aviall.com/-- is an
independent provider of new aviation parts and related aftermarket
services.  The Company markets and distributes products for
approximately 220 manufacturers and offers approximately 700,000
catalog items.  Aviall also offers a full line of aviation
batteries, hoses, wheels and brakes, and paint services.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Moody's Investors Service withdrew all ratings assigned to Aviall.
Ratings withdrawn include the company's Ba2 Corporate Family
Rating and the Ba3 rating on its Senior Unsecured Regular
Bond/Debenture.  The acquisition of Aviall by The Boeing Company
was completed on Sept. 21, 2006, and as part of that transaction
the substantial majority of Aviall's outstanding rated notes were
repaid.


BANNER BUFFETS: Can Access Lender's Cash Collateral Until Oct. 17
-----------------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida allowed Banner Buffets, LLC, to use
cash collateral securing repayment of their indebtedness to
Sovereign, until Oct. 17, 2006.

The Debtor tells the Court that it owes Sovereign approximately
$190,000 as of its bankruptcy filing.  As of its bankruptcy
filing, the Debtor estimates that the value of the Cash Collateral
consisting of cash, accounts receivable, and inventory is
approximately $1,700,000.

The Debtor discloses that it has approximately $86,946 of funds on
hand and requires $1,958,865 of Cash Collateral to continue and
maintain its operations for the next six weeks.

As adequate protection, the Debtor grants Sovereign a replacement
lien to the same validity, extent, and priority as its prepetition
lien.

A full-text copy of the Debtor's cash collateral budget is
available for free at http://ResearchArchives.com/t/s?127e

Headquartered in Orlando, Florida, Banner Buffets, LLC, operates
in restaurants throughout Central Florida under the name "Whistle
Junction Buffet and Grill."  The Company filed for chapter 11
protection on Sept. 15, 2006 (Bankr. M.D. Fla. Case No. 06-02383).
R. Scott Shuker, Esq., at Gronek & Latham LLP, represents the
Debtor.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million and $10 million and debts
between $10 million and $50 million.


BARE ESCENTUALS: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US Consumer Products, Beverage, Toy, Natural
Product Processors, Packaged Food Processors and Agricultural
Cooperative sectors, the rating agency confirmed its B2 Corporate
Family Rating for Bare Escentuals Beauty, Inc.

Additionally, Moody's revised and held its probability-of-default
ratings and assigned loss-given-default ratings on these loans and
bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $25 million
   First Lien
   Revolver             B1       Ba2       LGD2     22%

   $359 million
   First Lien
   Term Loan            B1       Ba2       LGD2     22%

   $234 million
   Second Lien
   Term Loan            B3       B3        LGD4     22%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in San Francisco, California, Bare Escentuals Beauty, Inc.
-- http://www.bareescentuals.com/--creates revolutionary mineral
makeup called bareMinerals(R).  Made with crushed minerals from
the earth, 100% pure bareMinerals are free of preservatives, talc,
oil, fragrance and other potential skin irritants.


BARRINGTON BROADCASTING: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US advertising and broadcasting sector, the
rating agency upgraded its Ba3 rating on Barrington Broadcasting
Group LLC's secured revolver and secured term loans to Ba2 and
assigned an LGD2 rating to these debts, suggesting creditors will
experience a 26% loss in the event of a default.

Moody's further confirmed its B3 rating on the Company's senior
subordinated notes due 2014 and attached an LGD5 rating,
suggesting noteholders will experience an 81% loss in the event of
a default.

Barrington carries Moody's BI PDR rating.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Barrington Broadcasting Group LLC -- http://www.barringtontv.com/
-- was formed in 2003 to acquire and operate television stations
in smaller markets across the United States.  Barrington currently
owns and operates twenty network affiliated televisions stations
and operates a twenty-first station under a local marketing
agreement.


BIOJECT MEDICAL: Posts $2.8 Million in 2006 Second Quarter
----------------------------------------------------------
Bioject Medical Technologies Inc. incurred a $2.8 million net loss
on $2.1 million of net revenues for the three months ended June
30, 2006, compared to a $1.2 million net loss on $3.6 million of
revenues in 2005.

At June 30, 2006, the Company's accumulated deficit widened to
$111.6 million, from $106 million of deficit at June 30, 2005.

The Company currently has a line of credit agreement for up to
$20 million of borrowings, which matures on Dec. 15, 2006.  As of
June 30, 2006, $645,000 was outstanding under the line of credit
and, based on borrowing limitations, there was $506,000 available
for borrowing.

Total cash, cash equivalents and short-term marketable securities
at June 30, 2006 were $4 million compared to $2.5 million at
Dec. 31, 2005.  The Company had working capital of $2.2 million at
June 30, 2006 compared to $2.1 million at Dec. 31, 2005.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?1287

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 1, 2006,
KPMG LLP raised substantial doubt about Bioject Medical
Technologies Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2005.  The auditing firm points to the company's
recurring losses, negative cash flow and accumulated deficit.

Headquartered in Portland, Oregon, Bioject Medical Technologies
Inc. -- http://www.bioject.com/-- develops and manufactures
needle-free drug delivery systems. Needle-free injection works by
forcing medication at high speed through a tiny orifice held
against the skin.  This creates a fine stream of high-pressure
fluid penetrating the skin and depositing medication in the tissue
beneath.  The Company focuses on developing mutually beneficial
agreements with leading pharmaceutical, biotechnology, and
veterinary companies.


BLOCK COMMS: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US advertising and broadcasting sector, the
rating agency upgraded its Ba2 rating on Block Communications,
Inc.'s secured revolver and secured term loans to Ba1 and assigned
an LGD2 rating to these debts, suggesting creditors will
experience a 17% loss in the event of a default.

Moody's further confirmed its B1 rating on the Company's 8 1/4%
senior notes due 2015 and attached an LGD5 rating, suggesting
noteholders will experience a 72% loss in the event of a default.

Block Communications carries Moody's Ba3 PDR rating.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Block Communications, Inc. -- http://www.blockcommunications.com/
-- is a 105-year-old privately held diversified media holding
company headquartered in Toledo, Ohio.


CAPITAL TRUST: Fitch Affirms Three Note Classes' Low-B Ratings
--------------------------------------------------------------
Fitch Ratings affirmed eight note classes issued by Capital Trust
RE CDO 2005-1 Ltd.  The affirmations were the result of Fitch's
review process.

The rating actions are:

  -- $211,941,000 class A notes at 'AAA'
  -- $36,309,000 class B notes at 'AA'
  -- $21,110,000 class C notes at 'A'
  -- $14,354,000 class D notes at 'BBB'
  -- $15,199,000 class E notes at 'BBB-'
  -- $6,755,000 class F notes at 'BB'
  -- $6,755,000 class G notes at 'B'
  -- $10,133,000 class H notes at 'B-'

Capital Trust-2005 is a collateralized debt obligation, which
closed March 15, 2005, supported by a revolving pool of commercial
mortgage B-notes, mezzanine loans, and CMBS assets.  The portfolio
was originally selected and is currently managed by CT Investment
Management Co., LLC.  Capital Trust-2005 will remain in its
revolving period through April 2010.

Since closing, the portfolio has continued to perform as expected.
Both the class A/B and class C/D/E overcollateralization ratios
remain stable at 136.1% and 113% respectively, versus triggers of
121.1% and 108%.

The class A/B and C/D/E interest coverage ratios remain above
their respective performance triggers of 153% and 122%, and were
168.2% and 135.2% respectively, as of the September 2006 trustee
report.

Based on the consistent performance of Capital Trust-2005 and the
stable coverage levels, Fitch determined that the current ratings
of the notes continue to reflect the current risk to the note
holders.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.

The ratings of the class C, D, E, F, G, and H notes address the
likelihood that investors will receive ultimate interest and
deferred interest payments, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.


CDC MORTGAGE: Fitch Lowers Class B2 Certificate's Rating to C
-------------------------------------------------------------
Fitch took rating actions on these CDC Mortgage Capital Trust
mortgage pass-through certificates:

Series 2002-HE3:

  -- Class M1 affirmed at 'AA'

  -- Class M2 affirmed at 'A'

  -- Class B1 downgraded to 'B+' from 'BB-'

  -- Class B2 downgraded to 'C' from 'B+' and assigned distressed
     recovery rating of 'DR6'

Series 2003-HE3:

  -- Class M1 affirmed at 'AA'
  -- Class M2 affirmed at 'A'
  -- Class M3 affirmed at 'A-'
  -- Class B1 affirmed at 'BBB+'
  -- Class B2 affirmed at 'BBB'
  -- Class B3, rated 'BBB-', placed on Rating Watch Negative

Series 2003-HE4:

  -- Classes A1 and A3 affirmed at 'AAA'
  -- Class M1 affirmed at 'AA'
  -- Class M2 affirmed at 'A'
  -- Class M3 affirmed at 'A-'
  -- Class B1 affirmed at 'BBB+'
  -- Class B2 affirmed at 'BBB'
  -- Class B3, rated 'BBB-', placed on Rating Watch Negative

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $281 million of outstanding certificates as of the
Sept. 25, 2006 distribution date.

The negative rating actions, affecting approximately $6.6 million
of outstanding certificates, reflect the deterioration of CE
relative to expected future losses.

As of the September 2006 distribution, series 2002-HE3 has
suffered a cumulative loss of 2.28% of its original balance.  The
overcollateralization has been beneath its target for the past 13
months and is currently only providing 1.04% CE for class B2.  The
90+ delinquencies represent 29.15% of the current mortgage pool
balance.  This number includes foreclosures and real estate owned
(REO) of 7.23% and 5.10%, respectively.

The B3 classes (approximately $13 million outstanding, as of
September 2006) of the 2003-HE3 & 2003-HE4 transactions are being
placed on Rating Watch Negative due to deterioration in the
relationship between CE and expected losses.

The series 2003-HE3 transaction's OC stepped down in July 2006
reducing the CE protection for class B3 from 10.52% of the then
collateral balance to 3.76% of current balance.  The cumulative
loss for this series is 1.22% of its original balance.

Although the OC, at $4,013,665, is only slightly below its target
of $4,054,893 currently, it is expected to get reduced as losses
exceed excess spread in the coming months.  The 90+ delinquencies
represent 25.66% of the current mortgage pool balance.  Included
in this number are foreclosures and REO of 7.16% and 5.48%,
respectively.

The cumulative loss for the series 2003-HE4 is 0.93% of its
original balance.  Although the OC ($9,782,556) is only slightly
below its target of $10,263,558 currently, the transaction is
expected to step down in November 2006 and the OC target would be
reduced to 2.7% of the collateral balance at that time from the
current 6.42%, thus greatly reducing the amount of credit
protection for the B3 class.

The OC is expected to shrink further from the stepped down target
as losses exceed excess spread in the coming months.  The 90+
delinquencies represent 18.75% of the current mortgage pool
balance.  Included in this number are foreclosures and REO of
5.41% and 4.36%, respectively.

The underlying collateral for the transactions listed above
consists of 30-year, fixed- and adjustable-rate mortgage loans
secured by first and second liens on one- to four-family
residential properties extended to subprime borrowers.

As of the September 2006 distribution, the pools are seasoned from
a range of 34 months (series 2003-HE4) to 46 months (series 2002-
HE3).  The pool factors (current principal balance as a percentage
of original balance) for series 2002-HE3, 2003-HE3 and 2003-HE4
are 8%, 15% and 20%, respectively.

The servicer for series 2002-HE3 is Select Portfolio Servicing,
Inc. and the servicer for the series 2003-HE3 and 2003-HE4 is
Ocwen Financial Corp. (both rated 'RPS2' by Fitch, for subprime
transactions).

All of the mortgage loans were purchased by Morgan Stanley ABS
Capital I Inc., the depositor, from CDC Mortgage Capital Inc., who
previously acquired the mortgage loans from various other
corporations.


CENTRAL GARDEN: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US Consumer Products, Beverage, Toy, Natural
Product Processors, Packaged Food Processors and Agricultural
Cooperative sectors, the rating agency confirmed its Ba3 Corporate
Family Rating for Central Garden and Pet Company.

Additionally, Moody's held its probability-of-default ratings and
assigned loss-given-default ratings on these loans and bond debt
obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $350 million
   Sr. Secured
   Revolver             Ba2      Ba2       LGD3     38%

   $300 million
   Sr. Secured
   Term Loan            Ba2      Ba2       LGD3     38%

   $150 million
   Sr. Sub. Notes       B2       B2        LGD5     88%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in Walnut Creek, California, Central Garden & Pet Company
(NASDAQ:CENT) -- http://www.central.com/-- is an innovator,
marketer and producer of quality branded products for the pet,
lawn, and garden supplies markets.  The Company's pet products
include pet bird and small animal food, aquarium products, flea,
tick, mosquito, and other pest control products, edible bones,
cages, carriers, pet books, and other dog, cat, reptile and small
animal products.


CHATTEM INC: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US Consumer Products, Beverage, Toy, Natural
Product Processors, Packaged Food Processors and Agricultural
Cooperative sectors, the rating agency confirmed its Ba3 Corporate
Family Rating for Chattem, Inc. and upgraded its B2 rating on the
Company's $125 million senior subordinated notes to B1.  In
addition, Moody's assigned an LGD5 rating to the notes, suggesting
noteholders will experience a 76% loss in the event of a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in Chattanooga, Tennessee, Chattem Inc. (NASDAQ: CHTT)
-- http://www.chattem.com/-- manufactures and markets a variety
of branded consumer products, including over-the-counter
healthcare products and toiletries and skin care products.  The
Company's products include Gold Bond medicated powder, Icy Hot
topical analgesic, Dexatrim appetite suppressant, and Bullfrog
sunblock.


CHC HELICOPTER: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors this week, the rating agency confirmed its Ba3 Corporate
Family Rating for CHC Helicopter Corporation and raised its rating
on the company's 7.375% Senior Subordinate Guaranteed Global Notes
Due 2014 from B2 to B1.  Moody's assigned the debentures an LGD4
rating suggesting noteholders will experience a 67% loss in the
event of a default.

Moody's also affirmed its B3 rating on the company's 9% Senior
Unsecured Guaranteed Global Notes Due 2014, and assigned the
debentures an LGD4 rating suggesting a projected loss-given
default of 54%.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in British Columbia, Canada, CHC Helicopter
Corporation, with more than 200 helicopters worldwide, offers
transportation services primarily for oil and gas producers and
exploration companies.


CHIQUITA BRANDS: S&P Puts B+ Corporate Credit Rating on Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and other ratings on Cincinnati, Ohio-based Chiquita Brands
International Inc. on CreditWatch with negative implications,
meaning that the ratings could be lowered or affirmed following
the completion of our review.  Total debt outstanding at the
company was about $992 million as of June 30, 2006.

"The CreditWatch placement follows the company's announcement that
third quarter operating performance is expected to be
significantly impacted by continued weak banana prices in European
and trading markets, excess fruit supply, and lower sales/higher
costs in its Fresh Express business because of recent industry
health concerns related to E-coli tainted spinach," said Standard
& Poor's credit analyst Alison Sullivan.

In response, the company has suspended its dividend, resulting in
a $17 million annual cash savings.  In addition, the company also
announced that it is exploring strategic alternatives for its
shipping assets and shipping-related logistics activities to
reduce debt and enhance flexibility.

Performance to date has been weak as profitability has been
adversely affected by:

   * lower European prices;

   * increased tariffs on European bananas;

   * higher industry costs (including fuel and freight costs); and

   * more expensive alternative sourcing arrangements for fruit
     resulting from supply shortages caused by the active 2005
     hurricane season.

As a result, credit measures have weakened further.  Lease-
adjusted debt to EBITDA increased to about 5x for the 12 months
ended June 30, 2006 from about 4x at Dec. 31, 2006.

Standard & Poor's previously expected Chiquita to reduce leverage
under 5x by the end of 2006.  Given expected ongoing challenging
industry conditions, the rating agency believes Chiquita will be
challenged to meet prior expectations.

Standard & Poor's will review Chiquita's operating and financial
plans with management before resolving the CreditWatch listing.


CHURCH & DWIGHT: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US Consumer Products, Beverage, Toy, Natural
Product Processors, Packaged Food Processors and Agricultural
Cooperative sectors, the rating agency confirmed its B2 Corporate
Family Rating for Church & Dwight Company, Inc.

Additionally, Moody's revised and held its probability-of-default
ratings and assigned loss-given-default ratings on these loans and
bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $100 million
   Revolving Credit     Ba2      Baa3     LGD2     23%

   $531 million
   Sr. Secured
   Term Loan            Ba2       Baa3    LGD2     23%

   $100 million
   Conv. Debentures     Ba2       Ba2     LGD4     59%

   $250 million
   Sr. Sub. Notes       Ba3       Ba3     LGD5     85%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Princeton, New Jersey, Church & Dwight Co. Inc.
-- http://www.churchdwight.com/-- manufactures and sells sodium
bicarbonate products popularly known as baking soda.  The company
also makes laundry detergent, bathroom cleaners, cat litter,
carpet deodorizer, air fresheners, toothpaste, and
antiperspirants.


CIRTRAN CORP: Has $2.8 Million Working Capital Deficit at June 30
-----------------------------------------------------------------
CirTran Corp. reported a $654,318 net loss on $2.2 million of net
revenues for the three months ended June 30, 2006, compared to a
$466,229 net loss on $4.3 million of revenues in 2005.

The Company's June 30 balance sheet also showed strained liquidity
with $3,514,244 in total current assets available to pay
$6,405,507 in total current liabilities coming due within the next
12 months.

As of June 30, 2006, the Company's accumulated deficit has
increased to $20,259,629, compared to $19,327,310 at Dec. 31,
2005.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?1288

                        Going Concern Doubt

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

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


CITGO PETROLEUM: Allows 7-Eleven Supply Contract to Expire
----------------------------------------------------------
Earlier this year and after many months of deliberation, CITGO
Petroleum Corporation decided to allow its gasoline-supply
contract with 7-Eleven to expire at the end of September 2006.
This decision was disclosed last July.

The 7-Eleven contract did not fit within CITGO's strategy to
balance sales with refinery production after the sale of its
interest in a Houston area refinery.

"7-Eleven has been a valued customer for many years and we wish
them the best," stated Alan Flagg, general manager light oils
marketing.

                          About Citgo

Headquartered in Houston, Texas, CITGO Petroleum Corporation --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela S.A., the state-
owned oil company of Venezuela.

PDVSA is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical and coal industry, as
well as planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.

                           *     *     *

As reported at the Troubled Company Reporter on Feb. 16, 2006,
Standard and Poor's Ratings Services assigned a 'BB' rating on
CITGO Petroleum Corp.

Citgo carries Fitch's BB- Issuer Default Rating.  Fitch also rates
the Company's $1.15 billion senior secured revolving credit
facility maturing in 2010 at 'BB+', its $700 million secured term-
loan B maturing in 2012 at 'BB+', and its senior secured notes at
'BB+'.


CITGO PETROLEUM: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors this week, the rating agency confirmed its Ba1 Corporate
Family Rating for CITGO Petroleum Corporation.

Moody's also revised its probability-of-default ratings and
assigned loss-given-default ratings on these loans facilities:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Gtd.
   Revolving Credit
   Facility Due 2010      Ba1    Baa3     LGD3        31%

   Sr. Sec. Gtd.
   Term Loan
   Due 2012               Ba1    Baa3     LGD3        31%

   Pollution Control
   Rev. Bonds
   Ser. 1995 due 2025     Ba1    Baa3     LGD3        31%

   Pollution Control
   Rev. Bonds Ser. 2003
   Due 2031               Ba1    Baa3     LGD3        31%

   Pollution Control
   Rev. Bonds Ser.
   1998 due 2028          Ba1    Baa3     LGD3        31%

   Pollution Control
   Rev. Bonds Ser. 2002
   Due 2032               Ba1 --> Baa3, LGD 3, 31%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Houston, Texas, CITGO Petroleum Corporation
refines and markets petroleum products, including jet fuel, diesel
fuel, heating oils, and lubricants.  The company markets CITGO
branded gasoline through 14,000 independent retail outlets in the
US, mainly east of the Rockies.  CITGO Petroleum owns oil
refineries in Illinois, Louisiana, and Texas, and 41% of the
LYONDELL-CITGO Refinery in Houston, which produces light fuels.
The company owns or operates 859,000 barrels per day of refining
capacity.  It also owns asphalt refineries in Georgia and New
Jersey, and a 142-mile crude oil pipeline.  CITGO Petroleum is the
operating subsidiary of PDV America, itself a subsidiary of
Venezuela's PDVSA.


CMP KC: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US advertising and broadcasting sector, the
rating agency affirmed its Caa1 rating on CMP KC, LLC's secured
revolver and secured term loans and assigned an LGD3 rating to
these debts, suggesting creditors will experience a 35% loss in
the event of a default.

CMP carries Moody's Caa2 PDR rating.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

CMP KC, LLC, is a wholly owned subsidiary of Cumulus Media
Partners, LLC.


CMP SUSQUEHANNA: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US advertising and broadcasting sector, the
rating agency revised its B1 rating on CMP Susquehanna Corp's
secured revolver and secured term loans and assigned an LGD3
rating to these debts, suggesting creditors will experience a 37%
loss in the event of a default.

Moody's further affirmed its B3 rating on the Company's
subordinated notes due 2014 and attached an LGD5 rating,
suggesting noteholders will experience an 89% loss in the event of
a default.

CMP Susquehanna carries Moody's B1 PDR rating.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).


COFFEYVILLE RESOURCES: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors this week, the rating agency confirmed its B2 Corporate
Family Rating for Coffeyville Resources LLC.  Additionally,
Moody's revised its probability-of-default ratings and assigned
loss-given-default ratings on these loans facilities:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Revolving
   Credit Facility
   Due 2011               B1       Ba3    LGD2        26%

   Sr. Sec. Delayed
   Draw Term Facility
   Due 2012               B1       Ba3    LGD2        26%

   Sr. Sec. 1st Lien
   Term Loan Due 2012     B1       Ba3    LGD2        26%

   Sr. Sec. 2nd Lien
   Term Loan Due 2013     B3       B3     LGD4        69%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Kansas City, Kansas, Coffeyville Resources LLC
operates a 100,000 barrels-per-day-throughput-capacity oil
refinery in Coffeyville, Kansas, and a crude oil gathering system
in Kansas and Oklahoma.


COLLEEN INC: Ch. 11 Trustee Hires Keen Realty as Sales Advisor
--------------------------------------------------------------
The Honorable Nancy V. Alquist of the U.S. Bankruptcy Court for
the District of Maryland in Baltimore authorized Zvi Guttman, the
Chapter 11 Trustee for the bankruptcy estate of Colleen, Inc., to
retain Keen Realty, LLC, as his Sales Consultant.

The Trustee informed the Court that employment of a sales
consultant is necessary for the efficient administration of the
Debtor's Estate and to obtain maximum recovery of assets for
distribution to creditors.

Keen Realty will assist the Trustee with the marketing and sale of
substantially all of the Debtors assets, including its leasehold
interests.  The firm will also provide analysis, disposition,
auction and negotiation services related to the sale.

For the review of documents, analysis of the leases, and
development and implementation of a marketing strategy, the
Trustee has agreed to pay Keen realty a minimum advisory and
consulting fee of $500 per property, or a total of $10,000, plus
anticipated expenses of approximately $2,500.

The Trustee has previously received a $350,000 purchase offer for
all of the Debtor's locations.  If the sale produce gross proceeds
greater than this offer, Keen Realty is also entitled to a
commission of 15% of the gross proceeds, over and above the
initial offer, but not to exceed 6% of the overall gross proceeds.

To the best of Trustee's knowledge Keen Realty and its employees
have no connections with the Debtor, the Trustee or the Estate and
represent no interest adverse to the Estate.

Based in Baltimore, Maryland, Colleen, Inc., aka A & B Check
Cashing -- http://www.abcheckcashing.com/-- specializes in
cashing in all types of checks, and provides other financial
services.   The Debtor filed for Chapter 11 protection on June 28,
2006 (Bankr. Dist. Md. Case No.: 06-13748).  In August 2006, the
Court appointed Zvi Guttman as the Debtor's Chapter 11 Trustee.
Kristen B. Perry, Esq., and Brent C. Strickland, Esq., at
Whiteford, Taylor & Preston LLP, represents the Chapter 11
Trustee.  When the Debtor sought protection from its creditors, it
disclosed assets of $467,000 and debts totaling $11,800,000.


COMPLETE PRODUCTION: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors this week, the rating agency revised its Corporate Family
Rating for Complete Production Services Inc. to B3 from B2.

Additionally, Moody's affirmed its B2 ratings on the company's
Senior Secured Guaranteed Revolving Credit Facility Due 2010
and Senior Secured Guaranteed Term Loan Due 2012.  Moody's
assigned the bonds an LGD3 rating with a projected loss-given
default percentage of 31%.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Houston, TX-based Complete Production Services Inc. (NYSE: CPX)
-- http://www.completeprodsvcs.com/-- offers a range of oil field
services, including drilling, completion and production services,
and product sales.


COMPUCOM SYSTEMS: S&P Assigns B Rating to $175 Million Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating and 'B' rating to Dallas, Texas-based CompuCom
Systems Inc.'s $175 million senior unsecured notes due 2014.  The
outlook is stable.

The senior unsecured notes were rated one notch below the
corporate credit rating due to the amount of secured debt in the
capital structure.  Issue proceeds will be used to refinance
existing debt and give a $45 million dividend to its equity
sponsor.

"The ratings on CompuCom reflect the company's narrow, and
low-margin business focus and aggressive debt leverage," said
Standard & Poor's credit analyst Philip Schrank.

Ratings are, however, supported by modest -- but predictable --
earnings and cash flow and a growing backlog, coupled with a
scalable business model.

With 2005 revenues exceeding $1.6 billion, Compucom helps
companies plan, implement, and manage multi-vendor, industry-
standard computing environments.  Services include deployment of
hardware & software, end-user support, and consulting services.

Acquisitions, like the 2004 acquisition of General Electric's IT
Solutions business, are expected to continue that will expand
Compucom's service offerings, geographic penetration, and scale.

While Compucom's IT outsourcing services business represents only
about one-third of revenue, it contributes about two-thirds of
profitability, and provides a degree of recurring revenues.

Standard & Poor's expects any declines in the company's
procurement and logistics gross margin likely will continue to be
offset by the mid-single digit growth in outsourcing services
gross margin.  As the mix shifts toward more outsourcing revenues,
operating margins could modestly expand from the current mid-3%
levels.  Pricing pressures are expected to continue, but the
impact should be mitigated by a shift to higher margin services
and improved efficiencies in the service delivery model.

Pro forma debt levels are aggressive in the 4.5x range, which
includes accounts receivable financing and operating leases.
Sustained improvement in Compucom's debt profile could be limited
by the company's strategic growth, and shareholder initiatives.


CONSECO SENIOR: Moody's Rates New $675 Mil. Credit Facility at Ba3
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Conseco,
Inc.'s $675 million of senior secured syndicated credit facility
maturing in 2013.  The new credit facility replaces the company's
$475 million of term debt, the rating on which will be withdrawn
upon closing of the new facility.  The incremental proceeds of
$200 million will be used to improve the capital position of
certain Conseco insurance subsidiaries.  Moody's also affirmed
Conseco's debt ratings and the insurance financial strength
ratings on its rated insurance subsidiaries.  All the company's
ratings maintain a positive outlook.

According to the rating agency, the company's higher financial
leverage resulting from the increase in its credit facility is
partially mitigated by the extension of the maturity of the credit
facility and the loosening of certain financial covenants.  On a
pro forma basis, the company's adjusted financial leverage is
slightly over 20% (debt to capital, including adjustments for
hybrids, pensions and leases).

While Conseco's ratings continue to maintain a positive outlook,
Moody's noted that it anticipates the company's consolidated
statutory net gain (loss) from operations before net realized
capital gains (losses), taxes and interest on surplus notes for
2006 to be less than Moody's expectation.  Moody's Vice President
& Senior Credit Officer   Scott Robinson, said "In order for
Conseco to be upgraded, they need to demonstrate a longer, more
robust earnings track record.  Specifically, we are looking for
statutory EBIT for 2007 in excess of $180 million."

Moody's stated that meeting the expectations outlined below, over
the next 9-12 months, could result in an upgrade of Conseco's
ratings:

   * Adjusted financial leverage (with 75% equity credit for
     mandatorily convertible preferred stock) maintained at
     current levels or modestly higher, with a corresponding
     improvement in capital structure (e.g. less restrictive debt
     covenants and/or an improvement (laddering) in the company's
     debt maturity schedule).

   * Projected fixed charge coverage (using actual versus
     dividend capacity) at the holding company of at least 2.25x,
     calculated on a quarterly basis (looking at next four
     quarters as well as taking into account the quality of cash
     sources);

   * RBC ratio on a consolidated basis of at least 320%, and RBC
     ratio of each statutory operating entity, excluding Conseco
     Senior Health Insurance Company, of at least 200%; RBC ratio
     of companies actively marketing insurance products of at
     least 250%;

   * 2007 consolidated statutory net gain (loss) from operations
     before net realized capital gains (losses), taxes and
     interest on surplus notes greater than $180 million; and

   * Parent company liquidity of at least 1 times the annual
     fixed charge amount of the holding company.

The rating agency said that any of the following would likely move
the outlook on the ratings back to stable:

   * fixed charge coverage less than 2.25x,

   * consolidated statutory net gain (loss) from operations
     before net realized capital gains (losses),

   * taxes and interest on surplus notes of less than $150
     million,

   * an RBC ratio on a consolidated basis less than 300%,
     or,

   * a deterioration in the retention of distribution at Bankers
     Life.

This rating was assigned with a positive outlook:

   * Conseco Inc.'s new senior secured credit facility at Ba3;

These ratings were affirmed with a positive outlook:

   * Conseco Insurance Company (formerly Conseco Annuity
     Assurance Company) -- insurance financial strength rating at
     Baa3;

   * Bankers Life and Casualty Company -- insurance financial
     strength rating at Baa3;

   * Conseco Health Insurance Company -- insurance financial
     strength rating at Baa3;

   * Colonial Penn Life Insurance Company -- insurance financial
     strength rating at Baa3;

   * Conseco Life Insurance Company -- insurance financial
     strength rating at Baa3;

   * Washington National Insurance Company -- insurance financial
     strength rating at Baa3;

   * Conseco, Inc.'s senior convertible debentures at B1;

   * Conseco Inc.'s mandatorily convertible preferred securities
     at B3;

   * Conseco Senior Health Insurance Company -- insurance
     financial strength rating at Caa1.

The last rating action took place on March 8, 2006 when Moody's
upgraded the debt and insurance financial strength ratings of
Conseco, Inc. based on the company's progress in its financial
performance since emerging from bankruptcy and the company's
capital restructuring initiatives.

Conseco is a specialized financial services holding company that
operates primarily in the life and health insurance sectors
through its subsidiaries.  As of June 30, 2006, the company
reported total GAAP assets of nearly $31.6 billion and
shareholders' equity of $4.3 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


CONTINENTAL GROUP: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors this week, the rating agency revised its Corporate Family
Rating for The Continental Group Companies to Caa1 from B3.

In addition, Moody's affirmed its B3 ratings on the company's
Senior Secured Guaranteed Revolving Credit Facility Due 2011
and Senior Secured Guaranteed Term Loan B Due 2011.  The
debentures were assigned an LGD3 rating suggesting lenders will
experience a 33% loss in the event of default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

The Continental Group Companies focuses on oil and gas
exploration.


COUDERT BROTHERS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Coudert Brothers LLP delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Southern District
of New York, disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property
  B. Personal Property              $29,968,033
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                 $1,511,479
     Secured Claims
  E. Creditors Holding                                 $4,402,060
     Unsecured Priority Claims
  F. Creditors Holding                                $12,347,840
     Unsecured Nonpriority
     Claims
                                   ------------      ------------
     Total                          $29,968,033       $18,261,380

Coudert Brothers LLP -- was an international law firm specializing
in complex cross border transactions and dispute resolution.  The
Debtor filed for Chapter 11 protection on Sept. 22, 2006 (Bankr.
S.D. N.Y. Case No. 06-12226).  Tracy L. Klestadt, Esq., at
Klestadt & Winters, LLP, represents the Debtor.  When it filed for
bankruptcy, Coudert had total assets of $29,968,033 and total
debts of $18,261,380.


CUMULUS MEDIA: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US advertising and broadcasting sector, the
rating agency affirmed its Ba3 rating on Cumulus Media, Inc.'s
secured revolver and secured term loans and assigned an LGD3
rating to these debts, suggesting creditors will experience a 34%
loss in the event of a default.

Cumulus Media carries Moody's B1 PDR rating.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Atlanta, Georgia, Cumulus Media Inc. --
http://www.cumulus.com/-- is the second-largest radio company in
the United States based on station count.  Giving effect to the
completion of all pending acquisitions and divestitures, Cumulus
Media, directly and through its investment in Cumulus Media
Partners, will own or operate 345 radio stations in 67 U.S. media
markets.


D K AND L COMPANY: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: D K and L Company, LLC
        7251 Lesley Avenue
        Indianapolis, IN 46250

Bankruptcy Case No.: 06-05850

Chapter 11 Petition Date: September 26, 2006

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: Jeffrey M. Hester, Esq.
                  William J. Tucker & Associates, LLC
                  429 North Pennsylvania Street, Suite 100
                  Indianapolis, IN 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031

Total Assets: $3,129,265

Total Debts:  $2,870,531

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Law Aviation, Inc.             Mechanical Repairs        $700,000
282 Airport Road               and Maintenance
Anderson, IN 46017

Pratt & Whitney                Engine Repair & Labor     $115,000
1525 Midway Park Road
Bridgeport, WV 26330

David M. Law                   Loans to Business          $50,000
7251 Lesley Avenue
Indianapolis, IN 46250

American Express               Purchases                  $33,624
P.O. Box 297812
Fort Lauderdale, FL 33329

Plews Shadley Racher & Braun   Legal Services             $32,270
1346 North Delaware Street
Indianapolis, IN 46202-2415

Prime Mortgage USA             Business Expenses          $25,574

                               Credit Card                $14,882

Shawn Kramer                   Suit for back wages         $4,300
                               and breach of contract

William Ronk                   Flight lessons deposit      $3,600

Rocap Witchger, LLP            Legal Services              $2,185

Aviation Management            Aircraft Appraisal          $2,185
Consulting, Inc.               Services

Ed Hautala                     Payroll & Benefits          $1,875

Scott Schmeizel                Payroll & Benefits          $1,387

Terrance Werline               Payroll & Benefits          $1,127

Ryan See                       Payroll & Benefits          $1,033

David Cravens                  Payroll & Benefits            $958

Nikkia Hautala                 Payroll & Benefits            $780

Bank of Texas                  1968 Cessna Model          Unknown
                               Aircraft

Board of Aviation              Claim arising from         Unknown
                               Lease agreement

Dustin Current                 Payroll & Benefits         Unknown


DATA TRANSMISSION: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US advertising and broadcasting sector, the
rating agency revised its B2 rating on Data Transmission Network,
Corp's senior secured revolving facility due 2011 and 2013 to B1
and assigned an LGD3 rating to these debts, suggesting creditors
will experience a 36% loss in the event of a default.

Moody's further confirmed its B1 rating on the Company's senior
secured second lien term loan due 2013 and attached an LGD5
rating, suggesting noteholders will experience an 88% loss in the
event of a default.

Data Transmission carries Moody's B2 PDR rating.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in Omaha, Neb., Data Transmission Network, Corp. --
http://www.dtn.com/-- is a business-to-business provider of real-
time market, news and weather information services to agriculture
and energy trading markets and other weather-sensitive industries.
The company delivers on-demand market information, commodity cash
prices, industry news and in-depth analysis, and location-specific
weather to over 120,000 subscribers through DTN for agriculture,
refined fuels and trading markets, and DTN/Meteorlogix.


DEL LABORATORIES: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US Consumer Products, Beverage, Toy, Natural
Product Processors, Packaged Food Processors and Agricultural
Cooperative sectors, the rating agency confirmed its B2 Corporate
Family Rating for Del Laboratories Inc.

Additionally, Moody's revised and held its probability-of-default
ratings and assigned loss-given-default ratings on these loans and
bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $185 million
   Sr. Sec. Notes       B2       B1       LGD2     27%

   $174 million
   Sr. Sub. Notes       Caa2     Caa2     LGD5     81%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Del Laboratories, Inc., with headquarters in Uniondale, New York,
is a manufacturer and marketer of cosmetics and over-the-counter
pharmaceuticals, primarily under the Sally Hansen and Orajel
brands.


DELTA AIR: Expands Scope of Debevoise & Plimpton's Retention
------------------------------------------------------------
The Honorable Adlai S. Hardin of the U.S. Bankruptcy Court for the
Southern District of New York authorizes Delta Air Lines, Inc.,
and its debtor-affiliates to expand, nunc pro tunc to
June 28, 2006, the scope of Debevoise & Plimpton LLP's employment
to include its representation of the Debtors in connection with
matters relating to airport facility financings and related
contractual arrangements.

The Debtors sought to expand the scope of Debevoise's authorized
representation because of the firm's extensive experience in
airport facility financings and related contractual arrangements
and its experience in the Chapter 11 cases as the Debtors' special
aircraft counsel.

In addition to its continuing role as special aircraft counsel to
the Debtors, Debevoise will:

    a. advise the Debtors with respect to their airport facility
       financings and related contractual arrangements;

    b. analyze issues relating to the Debtors' airport facility
       financings and related contractual arrangements, including
       tax issues and other issues with respect to those
       arrangements;

    c. assist the Debtors in connection with negotiations
       relating to their airport facility financings and related
       contractual arrangements; and

    d. perform other legal services for the Debtors in connection
       with the airport facility financings as may be necessary
       and appropriate.

To minimize costs, Debevoise will work closely with the Debtors
and Davis Polk & Wardwell, which has principal responsibility for
the Debtors' airport facilities and related leases and
financings, to clearly delineate each firm's respective duties so
as to prevent unnecessary duplication of services wherever
possible.

Richard F. Hahn, Esq., a partner at Debevoise & Plimpton LLP,
informs the Court that his firm will continue to charge the
Debtors at its regular base hourly rates and will seek
reimbursement for all reasonable and necessary expenses.

The Court had previously approved Debevoise & Plimpton's retention
on an interim basis.

As reported in the Troubled Company Reporter on Sept. 23, 2005, as
the Debtors' special aircraft counsel, Debevoise will:

    (a) advise the Debtors with respect to their aircraft
        financing and lease arrangements;

    (b) analyze issues relating to the Debtors' aircraft
        financing and lease arrangements, including issues
        concerning the treatment of these arrangements under
        Section 1110 of the Bankruptcy Code, tax issues and other
        issues with respect to the arrangements;

    (c) assist the Debtors in connection with negotiations
        relating to the Debtors' aircraft financing and lease
        arrangements;

    (d) prepare on the Debtors' behalf necessary applications,
        motions, complaints, answers, orders, reports and other
        pleadings and documents, and appear before the Court,
        in connection with those documents; and

    (e) perform other legal services for the Debtors as may be
        necessary and appropriate.

The Firm's hourly rates are:

           Professional                       Hourly Rate
           ------------                       -----------
           Partners                           $600 to $775
           Associates                         $275 to $500
           Legal Assistants                    $93 to $205
           Project Assistants                  $93 to $205

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


DELTA AIR: Reports 3% System Traffic Decrease in August 2006
------------------------------------------------------------
Delta Air Lines reported traffic results for August 2006.  System
traffic for August 2006 decreased 3.0% from August 2005 with a
capacity decrease of 2.9%.  Delta's system load factor was 79.9%
in August 2006, down 0.1 points from the same period last year.

Domestic traffic in August 2006 decreased 12.1% year over year,
and capacity decreased 12.5%.  Domestic load factor in August 2006
was 80.3 percent, up 0.3 points from the same period a year ago.
International traffic in August 2006 increased 26.2% year over
year on a 27.9% increase in capacity.  International load factor
was 79.0%, down 1.1 points from August 2005.

During August 2006, Delta operated its schedule at a 98.6%
completion rate compared to 97.1% in August 2005.  Delta boarded
9.4 million passengers during the month of August 2006, a decrease
of 11.6% from August 2005.

                          Delta Air Lines
                      Monthly Traffic Results

                          August 2006     August 2005    Change
                          -----------     -----------    ------
A. RPMs (000):

   Domestic                 7,568,799       8,612,953    (12.1%)
    Delta Mainline          6,020,708       7,196,830    (16.3%)
    ASA                             0         521,438        NA
    Comair                    504,278         559,814     (9.9%)
    Contract Carriers       1,043,813         334,871        NA
   International            3,374,492       2,673,877     26.2%
    Latin America             789,233         576,402     36.9%
    Delta Mainline            765,305         556,959     37.4%
    ASA                             0          11,648        NA
    Comair                      1,634           4,778    (65.8%)
    Contract Carriers          22,294           3,017        NA
   Atlantic                 2,482,084       2,000,870     24.1%
   Pacific                    103,175          96,605      6.8%
                        -------------   -------------    ------
   Total System            10,943,291      11,286,830     (3.0%)

B. ASMs (000):

   Domestic                 9,427,754      10,772,814    (12.5%)
    Delta Mainline          7,401,941       8,799,902    (15.9%)
    ASA                             0         703,874        NA
    Comair                    669,426         800,073    (16.3%)
    Contract Carriers       1,356,387         468,965        NA
   International            4,272,392       3,339,866     27.9%
    Latin America           1,036,919         782,947     32.4%
    Delta Mainline          1,003,677         754,051     33.1%
    ASA                             0          16,548        NA
    Comair                      2,191           7,893    (72.2%)
    Contract Carriers          31,051           4,455        NA
   Atlantic                 3,121,811       2,443,099     27.8%
   Pacific                    113,662         113,820     (0.1%)
                        -------------   -------------    ------
   Total System            13,700,146      14,112,680     (2.9%)

C. Load Factor

   Domestic                     80.3%           80.0%   0.3  pts
    Delta Mainline              81.3%           81.8%  (0.5) pts
    ASA                          0.0%           74.1%     NA pts
    Comair                      75.3%           70.0%   5.3  pts
    Contract Carriers           77.0%           71.4%   5.6  pts
   International                79.0%           80.1%  (1.1) pts
    Latin America               76.1%           73.6%   2.5  pts
    Delta Mainline              76.3%           73.9%   2.4  pts
    ASA                          0.0%           70.4%     NA pts
    Comair                      74.6%           60.5%  14.1  pts
    Contract Carriers           71.8%           67.7%   4.1  pts
   Atlantic                     79.5%           81.9%  (2.4) pts
   Pacific                      90.8%           84.9%   5.9  pts
                        -------------   -------------    ------
   Total System                 79.9%           80.0%  (0.1) pts

D. Passengers Boarded       9,449,204      10,692,819    (11.6%)

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DRESSER INC: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors this week, the rating agency confirmed its B1 Corporate
Family Rating for Dresser Inc.  Additionally, Moody's revised or
held its probability-of-default ratings and assigned loss-given-
default ratings on these loans and bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Term
   Loan C Due 2009        B1       Ba1    LGD2       14%

   Sr. Unsec. Term
   Loan Due 2010          B2       B1     LGD3       46%

   9.375% Sr. Sub.
   Global Notes
   Due 2011               B3       B3     LGD5       79%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in Dallas, Texas, Dresser Inc. -- http://www.dresser.com/--  
designs, manufactures, and markets equipment and services for the
flow control, measurement systems, and compression and power
systems segments of the energy industry.


DRESSER-RAND GROUP: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors this week, the rating agency confirmed its Ba3 Corporate
Family Rating for Dresser-Rand Group Inc.

Additionally, Moody's revised or held its probability-of-default
ratings and assigned loss-given-default ratings on these loans and
bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Gtd.
   Revolving Credit
   Facility Due 2009      Ba3      Ba1    LGD2        18%

   Sr. Sec. Gtd.
   Term Loan
   Due 2011               Ba3      Ba1    LGD2        18%

   7.375% Sr. Sub.
   Gtd. Global Notes
   Due 2014               B2       B1     LGD5        73%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Houston, Texas, Dresser-Rand Group Inc.
-- http://www.dresser-rand.com/-- engages in the design,
manufacture, and marketing of rotating equipment solutions to the
oil, gas, petrochemical, and process industries worldwide.


EAGLE MEADOWS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Eagle Meadows Of Natomas, LLC
        4772 Frontier Way, Suite 400
        Stockton, CA 95215
        Tel: (209) 466-4433

Bankruptcy Case No.: 06-23847

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: September 27, 2006

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Gustavo M. Rios, Esq.
                  4772 Frontier Way, Suite 400
                  Stockton, CA 95215
                  Tel: (209) 466-4433

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any creditors who are not insiders.


EDUCATE INC: Acquisition Proposal Prompts S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Educate Inc. on CreditWatch with negative
implications.  The listing follows Educate's announcement that it
has received a non-binding proposal for the company to be acquired
by its management group and private equity firm Sterling Capital
Partners L.P. for $8 a share or about $350 million in cash.

Baltimore, Maryland-based Educate provides retail Kindergarten-
through-12th-grade tutoring through Sylvan Learning Centers, and
supplemental education programs in schools.  Total debt was $175
million as of June 30, 2006.

"We are concerned that the transaction, if entirely debt-financed,
would increase debt leverage beyond that appropriate to the rating
level," said Standard & Poor's credit analyst Hal F. Diamond.

Pro forma for the transaction, leverage would increase to more
than 10x at June 30, 2006.  At this time, Standard & Poor's
expects that downgrade potential of the corporate credit rating
would be one to two notches, depending on the pro forma debt
leverage.

In completing the CreditWatch review, Standard & Poor's will
reevaluate the company's future business strategies and operating
outlook, and monitor developments related to the buyout proposal.


EDWIN VALENTIN: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Edwin A. Valentin
        Mildred Gonzalez
        825 Beechwood Avenue
        Bridgeport, CT 06605

Bankruptcy Case No.: 06-50402

Chapter 11 Petition Date: September 26, 2006

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: James M. Nugent, Esq.
                  Harlow, Adams, and Friedman, P.C.
                  300 Bic Drive
                  Milford, CT 06460
                  Tel: (203) 878-0661

Total Assets: $2,690,315

Total Debts:  $2,302,976

Debtor's 17 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Chase Auto Finance                 Auto Loan              $37,499
P.O. Box 830224
Baltimore, MD 21283-0224

Amex                               Credit Card            $19,045
P.O. Box 1270
Newark, NJ 07101-1270

Discover Card                      Credit Card            $13,494
P.O. Box 1521
Wilmington, DE 19886-5251

Internal Revenue Service           Federal Inc. Taxes     $12,000
P.O. Box 480
Hultsville, NY 11742-0480

Home Depot Credit Services         Credit Card            $10,184
Processing Center
Des Moines, IA 50364-0500

Citi Bank                          Credit Card             $9,504

Sear's Credit Cards                Credit Card             $6,134

Bank of New York                   Credit Card             $5,880

Chase Auto Finance                 Auto Loan               $5,000

Chase                              Credit Card             $4,964

Citi Cards                         Credit Card             $4,103

First National Bank of Omaha       Credit Card             $3,856

WPCA                               Sewer Use Charge        $3,703

Sam's Club Discover                Credit Card             $3,698

First Equity Card                  Credit Card             $3,509

Aquarion Water Company             Utility Bills           $2,812

State of Connecticut               State Taxes             $1,461


ELIZABETH ARDEN: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US Consumer Products, Beverage, Toy, Natural
Product Processors, Packaged Food Processors and Agricultural
Cooperative sectors, the rating agency confirmed its Ba3 Corporate
Family Rating for Elizabeth Arden and upgraded its B2 rating on
the Company's $225 million senior subordinated notes to B1.  In
addition, Moody's assigned an LGD5 rating to notes, suggesting
noteholders will experience a 70% loss in the event of a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

                      About Elizabeth Arden

Elizabeth Arden (NASDAQ: RDEN) -- http://www.elizabetharden.com/
-- is a global prestige beauty products company.  The Company's
portfolio of brands includes the fragrance brands of Elizabeth
Arden: Red Door, Red Door Revealed, Elizabeth Arden 5th Avenue,
Elizabeth Arden after five, Elizabeth Arden green tea, and
Elizabeth Arden Provocative Woman; the fragrance brands of
Elizabeth Taylor: White Diamonds and Passion; the fragrances
brands of Britney Spears: curious, curious In Control and fantasy;
the Daytona 500 and GANT adventure men's fragrances; and the
fragrances White Shoulders, Geoffrey Beene's Grey Flannel, the
Halston brands, Halston and Halston Z-14, PS Fine Cologne for Men,
Design and Wings; the Elizabeth Arden skin care lines, including
Ceramide and Eight Hour Cream, PREVAGE(TM) anti-aging treatment
and the Elizabeth Arden color cosmetics line.


EMMIS COMMS: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US advertising and broadcasting sector, the
rating agency revised its Caa1 rating on Emmis Communications
Corporation's series A cumulative convertible preferred to B2 and
assigned an LGD6 rating to these debts, suggesting creditors will
experience a 99% loss in the event of a default.

Emmis Communications carries Moody's Ba3 PDR rating.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

                  About Emmis Communications

Based in Indianapolis, Indiana, Emmis Communications Corporation
(NASDAQ: EMMS) -- http://www.emmis.com/-- is a diversified media
firm with radio broadcasting, television broadcasting and magazine
publishing operations.  Emmis owns 22 FM and 2 AM domestic radio
stations serving New York, Los Angeles and Chicago as well as St.
Louis, Austin, Indianapolis and Terre Haute, Ind.  In addition,
Emmis owns a radio network, international radio interests, two
television stations, regional and specialty magazines, and
ancillary businesses in broadcast sales and publishing.


EMMIS OPERATING: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US advertising and broadcasting sector, the
rating agency revised its Ba2 rating on Emmis Operating Company's
secured revolver and secured term loans to Ba1 and assigned an
LGD2 rating to these debts, suggesting creditors will experience a
26% loss in the event of a default.

Moody's further revised its B2 rating on the Company's 6 7/8%
senior subordinated notes due 2012 to B1 and attached an LGD5
rating to these notes, suggesting noteholders will experience an
81% loss in the event of a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Emmis Operating Company is Emmis Communications Corporation's
principal operating subsidiary.


ENRON CORP: Court Gives Ex-CFO Andrew Fastow Six-Year Prison Term
-----------------------------------------------------------------
The Honorable Kenneth Hoyt of the U.S. District Court in Houston,
Texas, sentenced former Enron Corp. Chief Financial Officer Andrew
S. Fastow to six years in prison for his role in the company's
collapse, Lianne Hart of the Los Angeles Times reports.

The term, which is four years short to what Mr. Fastow agreed to
serve in 2004, has earned Judge Hoyt's consideration for Mr.
Fastow's contrition and cooperation with the government, The Times
said.

Mr. Fastow was one of the company's principals who pleaded guilty
to allegations of defrauding Enron's shareholders and enriching
himself and others by, among other things, entering into
undisclosed side deals, manufacturing earnings for Enron through
sham transactions, and inflating the value of Enron's investments.

According to the report, Judge Hoyt imposed no fine in meting out
his sentence to Mr. Fastow, noting that under terms of the plea
agreement, he had already forfeited $23.8 million and pleaded
guilty to two counts of conspiracy.

The report further said that Judge Hoyt sentenced Mr. Fastow to
two years of supervised release upon completing his prison term.
The judge also recommended a minimum-security prison for Mr.
Fastow, as well as drug treatment for the anti-anxiety medication
he has been taking.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP represent the Debtor.  Jeffrey
K. Milton, Esq., at Milbank, Tweed, Hadley & McCloy LLP represents
the Official Committee of Unsecured Creditors.


ENTERCOM RADIO: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US advertising and broadcasting sector, the
rating agency confirmed its Ba2 rating on Entercom Radio, LLC's
7.625% senior subordinated notes due 2014.  Additionally, Moody's
assigned an LGD6 rating to the notes suggesting noteholders will
experience a 92% loss in the event of a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Entercom Radio, LLC, is a wholly owned subsidiary of Entercom
Communications Corp.


ERIC HINES: Case Summary & Nine Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eric W. Hines
        4053 Estates Lane
        Portsmouth, VA 23703

Bankruptcy Case No.: 06-71364

Chapter 11 Petition Date: September 27, 2006

Court: Eastern District of Virginia (Norfolk)

Debtor's Counsel: Robert V. Roussos, Esq.
                  Harbour Law, PLC
                  P.O. Box 3127
                  Norfolk, VA 23514
                  Tel: (757) 622-9005
                  Fax: (757) 623-8413

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
A.V.I.                             Personal Loan          $59,000
4610 Westgrove Court
Virginia Beach, VA 23455

Charlotte Creekmur                 Personal Loan          $18,000
416 Geo Washington Highway
Cheasapeake, VA 23323

HFC                                Sign. Loan             $16,000
6535 College Park Square
Virginia Beach, VA 23464

Navy Federal Credit Union          Sign. Loan             $16,000
P.O. Box 24000
Merrifield, VA 22116

Shunita Vaughn Murphy              Rental Fees            $16,000
2809 Portsmouth Boulevard
Portsmouth, VA 23704

Franklin Hassell                   Business Loan          $14,500

Gina Grant                         Personal Loan           $5,000

CitiFinancial                      Sign. Note              $4,000

Great Western Bank                 Personal Note           $4,000


EUROGAS INC: Balance Sheet Upside-Down by $26 Million at June 30
----------------------------------------------------------------
Eurogas Inc. incurred a $335,727 net loss on zero revenues for the
three months ended June 30, 2006, compared to a $307,199 net loss
on zero revenues in 2005, the Company disclosed in its second
quarter financial statements on Form-10-Q filed with the
Securities and Exchange Commission.

At June 30, 2006 the Company's balance sheet showed total assets
of $3,150,355 and total liabilities of $29,592,399, resulting in a
$26,442,044 stockholders' deficit.  The Company had an accumulated
deficit of $185,314,524 at June 30, 2006.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?1286

Eurogas Inc. is primarily engaged in the acquisition of rights to
explore for and exploit natural gas, coal bed methane gas, crude
oil, talc and other minerals.  The Company has acquired interests
in several large exploration concessions and are in various stages
of identifying industry partners, farming out exploration rights,
undertaking exploration drilling, and seeking to develop
production.


FASSBERG CONSTRUCTION: Files Third Amended Plan of Reorganization
-----------------------------------------------------------------
Fassberg Construction Company delivered to the U.S. Bankruptcy
Court for the Central District of California a disclosure
statement describing its third amended chapter 11 plan of
reorganization.

Under the Third Amended Plan, the claim of Fidelity & Deposit
Company of Maryland, which is secured by all of the Debtor's
assets, will receive an estimated payout of $184,000 with zero
percent interest beginning on the first quarter of 2008, and
continuing until the fourth quarter of the same year.  Fidelity's
lien on the Debtor's assets will be reduced by the Debtor's
payments to subcontractors as projects are completed.

The unsecured claims of subcontractors to the Debtor on bonded
projects have secondary source of payment depending on the outcome
of all matters upon completion.  The claimants can assert payment
of their claims directly against Fidelity under performance or
completion bonds.

Payments to general unsecured claims based on sale of goods and
delivery of services, including the claims of insiders Housing
Authority of the City of Los Angeles and Paul Lax, will be under a
special interest bearing account, to be accumulated and held until
their claims are allowed, otherwise, the funds which have been
accumulated will be paid pari pasu to all other creditors whose
clams have been allowed.

Fidelity's claim will be treated as unsecured to the extent
Fidelity is required to fund any expense related to payment of
performance bonds or any expense of the estate, and to extent the
total collateral securing Fidelity's claim is less than the amount
of its claim.

Holders of Class 2 General Unsecured Bonded Claims are guaranteed
by Fidelity, hence, their claims will be paid from non-estate
funds, 10 days after the effective date of the Plan.

Class 3 General Unsecured Non-Bonded Claims are entitled to a
Class 3 Claim status on account of its deficiency claim.  The
claims will be paid based on recoveries received, with total
payout ranging from $0 to $1,870,000.

For any proceeds recovered that will go to the Class 3 claimants,
the first $150,000 will be paid to other members of Class 3 before
Fidelity participates.

Abaraham Fassberg's 100% interest in the company will not receive
any consideration under the Plan.

                           Plan Funding

Distribution to the Debtor's creditors under the Amended Plan will
be funded by:

   a) any recoveries from avoidance actions on non-bonded project
      funds;

   b) the Debtor's malpractice claim against Paul Lax;

   c) any recovery of contract sums in the Debtor's litigation
      with Corteen Village LP; and

   d) Fidelity & Deposit Company of Maryland, who will be a
      source of capital but only in the form of payments by
      Fidelity under payment bonds or cash collateral advanced by
      Fidelity.  Disbursements will be made by Fidelity to cover
      Priority Taxes, Class 2 bonded claims and administrative
      claims of the estate.

The Court will convene a hearing to consider the adequacy of the
Debtor's disclosure statement on Oct. 3, 2006, 10:00 a.m., at
Court Room No. 303, Burbank Boulevard in Woodland Hills,
California.

A full-text copy of the Debtor's amended disclosure statement
explaining its third amended chapter 11 plan of reorganization is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=060927020542

Headquartered in Encino, California, Fassberg Construction Company
is a full service general contracting and construction management
firm.  The Company filed for chapter 11 protection on April 1,
2005 (Bankr. C.D. Calif. Case No. 05-11957).  Douglas M. Neistat,
Esq., at the Law Offices of Greenberg & Bass, serves as counsel in
the Debtor's bankruptcy case.  David B Golubchik, Esq., represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it had assets of
$15,267,175 and debts of $6,758,113.


FEDERAL-MOGUL: Court Okays Entry Into U.K. Compromises
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Federal-Mogul Corp.'s request for authority to enter into and
perform three compromises:

   1. the Ancillary CVA Indemnity;

   2. the Long Tail Liability Claims Indemnity; and

   3. the Tax Neutrality Undertaking.

The Court Also granted the Debtor's request for authority to:

   a. comply with their obligations under the CVAs and associated
      documents; and

   b. enter into and perform any other transactions ancillary to
      the CVAs and associated documents that may be necessary to
      give effect to the CVAs.

The Courted further granted the Debtors' request for authority to
perform any other tasks incidental to the CVAs in anticipation of
possible other limited tasks that will be needed to be performed
so that the CVAs may become effective.

As reported in the Troubled Company Reporter on Aug. 22, 2006, the
Court-approved U.K. Global Settlement Agreement resolved issues
between the Debtors and the other co-plan proponents on the one
hand, and the administrators of Federal-Mogul's affiliates in the
United Kingdom, on the other hand, as to the reorganization of the
U.K. Debtors.

The cornerstone of the U.K. Global Settlement Agreement is that
the Administrators will propose company voluntary arrangements
for certain of the U.K. Debtors.

Initially, the Administrators intended to propose CVAs for the 20
principal U.K. Debtors.  However, after negotiations over the
past several months, the Administrators agreed to propose CVAs
for 51 of the U.K. Debtors, which comprise virtually all of the
U.K. Debtors that have material assets or third-party liabilities,
Scotta E. McFarland, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware, relates.

The CVAs will principally be funded by cash held by the U.K.
Debtors and cash that was transferred to the Administrators in
exchange for certain intercompany loan notes held by T&N Limited,
one of the U.K. Debtors.

Pursuant to the CVAs, the holders of most claims against the U.K.
Debtors will receive a payment under the CVAs in satisfaction of
their claims.  The Debtors believe that the CVAs becoming
effective will be the most important step in facilitating the
conclusion of the U.K. Debtors' administration proceedings.

The U.K. Global Settlement Agreement provided that the CVAs would
contain certain indemnities from the Debtor, to fund the
payment of dividends and various classes of claims under the
CVAs.  Specifically, the Global Settlement and the CVAs provided
for an indemnity -- the FMC Revenue Indemnity -- on the part of
the Debtor to cover the payment of:

   -- claims for U.K. corporation tax against any CVA Company
      that rank as an expense of the administration of that CVA
      Company; and

   -- dividends on other claims for U.K. corporation tax against
      all of the CVA Companies, as well as the payment of U.K.
      corporation tax claims against those U.K. Debtors that did
      not propose CVAs.

T&N Limited also agreed to grant a similar indemnity after the
conclusion of its U.K. administration proceedings.

The U.K. Global Settlement Agreement and the CVAs also provided
for an indemnity on the Debtor's part to fund the payment of
any costs relating to asbestos property damage claims and the
dividends payable on the claims that may be allowed under the
CVAs, to the extent the costs and dividends are together in
excess of GBP5.5 million (approximately $10 million) -- the APD
Indemnity.

Ms. McFarland asserts that the FMC Revenue Indemnity and the APD
Indemnity benefit the Debtors in that they allow for
indeterminate classes of claims against the CVA Companies to be
addressed under and compromised by the CVAs, yet the Debtors are
not required to fund large reserves for the claims that might,
given the unknown scope of the claims, take some time to refund
in the event claims to draw on the reserves never materialize.

During the negotiation process of the terms of the CVAs, the Plan
Proponents and the Administrators agreed to a number of
compromises, beyond those contemplated under the U.K. Global
Settlement Agreement, concerning the terms of the CVAs.

                      Ancillary CVA Indemnity

The first of the relevant compromises concerns the granting by
the Debtor of an indemnity to cover unsecured claims, if any,
that might be brought in the CVAs of two of the U.K. Debtors --
F-M UK Holding Limited and Federal-Mogul Global Growth Limited.

The two companies are the senior-most U.K. holding companies
within the Debtor's corporate family and conduct no
manufacturing or distribution operations of their own.  Given the
unique position of the two companies within the Debtor's group
corporate structure, both have different creditor profiles
and classes of claims against them than the other U.K. Debtors
covered by the CVAs.

F-M UK Holding Limited has prepetition bank claims, surety
claims, and noteholder claims asserted against it, while Federal-
Mogul Global has in excess of $1.3 billion in intercompany claims
against it.

The Debtors have determined that F-M UK Holding Limited and
Federal-Mogul Global's distinctiveness require an individualized
structure for the CVAs, as opposed to integrating the terms of
the CVAs for those companies into the principal CVA document.
The Administrators also made it clear that they were only willing
to accept the inclusion of the two companies into the joint CVA
if the Debtor was willing to establish substantial cash
reserves for potential unsecured claims against those companies,
which was an undesirable alternative from the Debtor's
perspective.

To address the issues, the Plan Proponents and the Administrators
agreed that the two companies would have separate CVAs proposed
for them.  According to Ms. McFarland, the CVAs for those two
companies are structurally similar to and containing many of the
same provisions as the CVAs jointly being proposed for the other
49 CVA Companies.

The Plan Proponents and the Administrators further agreed that
general unsecured claims against both companies, if any, would
not require a reserve to be established out of which they may be
paid, but could instead be funded by an indemnity to be given by
the Debtor.

The Ancillary CVA Indemnity will cover the payment of an
appropriate dividend on any general unsecured claims that may
successfully be asserted against F-M UK Holding Limited or
Federal-Mogul Global and certain fixed payments of GBP1
payable on account of certain other claims under the Ancillary
CVAs.  The Ancillary CVA Indemnity is capped at the realizable
value of the assets of each of those companies.

The Debtors believe that there are few or no general third-party
unsecured claims against either F-M UK Holding Limited or
Federal-Mogul Global Growth Limited.  Hence the Debtors expect
that the Ancillary CVA Indemnity is likely to be called very
infrequently, and may ultimately be called only to pay the
limited GBP1 amounts payable to certain claims under the CVAs.

The Debtors anticipate that general unsecured claims against
Federal-Mogul Global will be paid a 3% dividend, while general
unsecured claims against F-M UK Holding at a 0.24%dividend.

               Long Tail Liability Claims Indemnity

The second compromise concerns the establishment under the
Principal CVAs of the Lone Tail Liability Claims Indemnity.  The
parties agree that certain claims that were contingent at the
Petition Date, but which crystallized after the date of the U.K.
Global Settlement Agreement -- the Lone Tail Liability Claims --
should be compromised under the CVAs and, hence, paid a dividend
rather than in full.

The Administrators believe that the claims are beyond the scope
of those that they agreed would be paid out of the reserves to be
established under the CVAs, and that as a result the Debtors
should bear responsibility for funding the payment of any
dividends to be paid out on account of the Long Tail Liability
Claims.  The Plan Proponents agreed that the Debtors should
assume the responsibility.

However, rather than provide a cash reserve for the potential
claims, the Plan Proponents and the Administrators agreed that
the Debtors could fund the claims through the grant of an
indemnity covering the dividends to be payable on the claims.

The Long Tail Liability Claims Indemnity provides that in the
event that any Long Tail Liability Claims are allowed under the
CVAs, the supervisors of the CVAs will be entitled to call on the
Long Tail Liability Claims Indemnity to fund the payment of any
Long Tail Liability Claims.

The CVAs identify only a single claim, which relates to the
proposed termination of the lease relating to the facility
currently leased by Federal-Mogul Sealing Systems (Slough)
Limited, as a Long Tail Liability Claim.  That lease has not yet
been terminated by FMSS-Slough, however, and as a result the
ultimate amount of the claim is unknown, although the Debtors
estimate that the cost of terminating the lease is in the range
of GBP2 million to GBP2.5 million.  The CVAs project a 27%
dividend on general unsecured claims against FMSS-Slough.

Assuming the breach-of-lease claim is ultimately treated as a
Long Tail Liability Claim, the amount payable under the Long Tail
Liability Claims indemnity would be around GBP540,000 to
GBP675,000.  If the claim is not treated as a Long Tail Liability
Claim, however, it would be payable in full, Ms. McFarland points
out.

The Debtors admit that other potential Long Tail Liability Claims
may emerge as the claims process under the CVAs unfolds.

                  Federal-Mogul Tax Undertaking

The third compromise relates to an undertaking to be given by
the Debtor in connection with certain "tax neutrality"
provisions in the CVAs.  The CVAs contain exceptionally detailed
and intricate provisions intended to ensure that any commutation
of the Hercules Policy -- a GBP500 million policy that covers
Debtor T&N Limited and certain other Debtors for losses relating
to asbestos personal injury claims -- or settlement of associated
claims has no adverse tax consequences to the Debtors.

In connection with the tax neutrality provisions of the CVAs,
Federal-Mogul has provided an undertaking that commits it to
perform some obligations, which relate to the commutation of the
Hercules Policy or settlement of related claims.  Pursuant to the
undertaking, the Debtor agrees to perform two principal
obligations:

   1. The determination of a reserve or other provision for U.K.
      taxes in the event that a request is made by the U.K.
      Asbestos Trustee and the U.S. Asbestos Trust to settle or
      commute the Hercules Policy; and

   2. The preparation of a draft application under HM Revenue &
      Customs Code of Practice 10.

T&N is not required under the CVAs to enter into any agreement
settling or commuting the Hercules Policy unless the settlement
or commutation is tax neutral in the United Kingdom to T&N and
each of the other entities covered by the Hercules Policy.

There may be uncertainty as to the amount of any future charge to
U.K. tax in respect of asbestos-related receipts.  To address
that uncertainty, the CVAs require the Debtor to calculate a
reasonably prudent provision or reserve for U.K. tax in respect
of the asbestos-related receipts, to the extent that the Debtor
reasonably considers that the provision or reserve can
properly be quantified.

In the event that the U.K. Asbestos Trustee and the U.S. Asbestos
Trust disagree either with the amount that the Debtor calculates,
the disagreement will be referred to a firm of accountants to be
agreed by the parties or, failing in that agreement, to be
appointed by the President of the Institute of Chartered
Accountants in England and Wales.  That determination of the firm
will be binding on each of the Debtor, the U.K. Asbestos Trustee
and the U.S. Asbestos Trust.

The draft application, Ms. McFarland relates, will seek
confirmation from the U.K. taxing authorities that the effect of
any commutation of or settlement of claims under the Hercules
Policy in accordance with the CVAs would be U.K. tax neutral for
U.K. corporation tax purposes for all entities covered by the
Hercules Policy, which are taxpayers in the United Kingdom.

The Debtors and the other Plan Proponents have negotiated for the
inclusion of these provisions into the CVAs to ensure that the
Debtor is properly informed regarding various matters relating to
the CVAs and has the ability to consider and raise issues
concerning the matters.

According to Ms. McFarland, the Debtor's consent is required
on a number of issues throughout the CVAs.

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)


FLYI INC: Judge Walrath Okays Rejection of 1,400 Contracts
----------------------------------------------------------
The Hon. Mary F. Walrath authorizes FLYi, Inc., and its debtor-
affiliates to reject certain executory contracts and unexpired
leases.

A 38-page list of the Contracts and Leases to be rejected is
available for free at http://ResearchArchives.com/t/s?1256

The Court will convene a later hearing to consider the Contracts
of which U.S. Bank National Association is a party.

The Debtors relate that due to the discontinuation of their
scheduled flight operations, approximately 1,400 executory
contracts and unexpired leases have become unnecessary to their
estates.

The Contracts represent an undue burden on the Debtors' estates,
M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, argues.  Moreover, the Contracts cannot
be assigned to a third party for value.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FLYI INC: Walks Away from 640 Contracts and Leases
--------------------------------------------------
FLYi, Inc., and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the District of Delaware to reject close
to 640 executory contracts and unexpired leases.

A 12-page list of the Contracts and Leases to be rejected is
available at no cost at http://ResearchArchives.com/t/s?1257

As a result of the discontinuation of the Debtors' scheduled
flight operations, the Contracts have become unnecessary to the
Debtors' estates, M. Blake Cleary, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware, tells Judge Walrath.

Due to the Debtors' financial condition, the publicity surrounding
the discontinuation of the Debtors' scheduled flight operations,
and the need to reduce unnecessary administrative claims against
the Debtors' estates, the equities weigh in favor of allowing the
Debtors to reject the Contracts, Mr. Cleary contends.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FOAMEX INTERNATIONAL: Panel Hires Greenberg Traurig as Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
the Official Committee of Unsecured Creditors appointed in Foamex
International Inc. and its debtor-affiliates' chapter 11 cases, to
retain Greenberg Traurig, LLP, as co-counsel, nunc pro tunc to
Sept. 1, 2006.

As reported in the Troubled Company Reporter on Sept. 20, 2006,
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

Mr. Detweiler attested 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. 27; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FRONTIER DRILLING: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors this week, the rating agency confirmed its B3 Corporate
Family Rating for Frontier Drilling.  Additionally, Moody's
revised its probability-of-default ratings and assigned loss-
given-default ratings on these loans and bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Gtd.
   Term Loan B             B3      B2      LGD3       34%

   Sr. Sec. Gtd.
   Revolving Credit
   Facility Due 2011       B3      B2      LGD3       34%

   Sr. Sec. Gtd.
   Delayed Draw Term
   Loan Due 2013           B3      B2      LGD3       34%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Frontier Drilling provides its services for the oil and gas
industry.


FRONTIER OIL: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors this week, the rating agency confirmed its Ba3 Corporate
Family Rating for Frontier Oil Corporation.

Moody's also revised or held its probability-of-default ratings
and assigned loss-given-default ratings on these loans and bond
debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   6.625% Sr. Unsec.
   Gtd. Global Notes
   Due 2011               B1       B1      LGD4       67%

   Multiple Seniority
   Shelf (Senior
   Unsecured)           (P)B1    (P)B1     LGD4       67%

   Multiple Seniority
   Shelf (Subordinate)  (P)B2    (P)B2     LGD6       97%

   Multiple Seniority
   Shelf (Preferred)    (P)B3    (P)B2     LGD6       97%

   Multiple Seniority
   Shelf (Preferred)    (P)B3    (P)B2     LGD6       97%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Houston, Texas, Frontier Oil Corporation --
http://www.frontieroil.com/-- engages in crude oil refining and
the wholesale marketing of refined petroleum products.


GALVEX HOLDINGS: Judge Drain Converts Ch. 11 Case to Chapter 7
--------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York in Manhattan converted the chapter
11 case of Galvex Holdings Limited to a chapter 7 liquidation
proceeding.

As reported in the Troubled Company Reporter on Aug. 28, 2006,
Galvex is "hopelessly" insolvent, has no assets remaining to
reorganize or sell, and has no ability to file and confirm a plan
of liquidation or pay any administrative expenses, Lori R. Fife,
Esq., at at Weil, Gotshal & Manges, LLP, said.

The Official Committee of Unsecured Creditors supported Galvex's
request for the conversion of its bankruptcy case to a liquidation
proceeding under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on May 30, 2006, the
Court authorized Galvex and its debtor-affiliates to sell
substantially all of their assets to SPCP Group LLC.  The purchase
was effected in exchange for the discharge of the Debtors'
$192 million debt to SPCP.  SPCP acquired the shares of Galvex's
subsidiaries:

           -- Galvex Estonia;
           -- Galvex Intertrade; and
           -- Galvex Trade.

In accordance with the sale order, the Court further ruled that
the Chapter 11 cases of the three debtor-subsidiaries will be
dismissed effective upon the closing of the sale.

Headquartered in New York City, New York, Galvex Holdings
Limited -- http://www.galvex.com/-- and its affiliates operate
the largest independent galvanizing line in Europe.  The Debtors
have offices in New York, Tallinn, Bermuda, Finland, Ukraine,
Germany and the United Kingdom.  The company and four of its
affiliates filed for chapter 11 protection on Jan. 17, 2006
(Bankr. S.D.N.Y. Lead Case No. 06-10082).  Galvex Capital, LLC,
is represented by David Neier, Esq., at Winston & Strawn LLP,
and Gerard DiConza, Esq., at DiConza Law, P.C.  Galvex Holdings
Ltd. and the other debtor-affiliates are represented by David
Neier, Esq., at Winston & Strawn LLP, and Lori R. Fife, Esq.,
Marcia L. Goldstein, Esq., and Shai Waisman, Esq., at Weil,
Gotshal & Manges, LLP.  John P. McNicholas, Esq., and Thomas R.
Califano, Esq., at DLA Piper Rudnick Gray Cary US LLP, 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.  John S. Pereira is the
Debtor's Chapter 7 Trustee.


GALVEX HOLDINGS: U.S. Trustee Names John Pereira as Ch. 7 Trustee
-----------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appointed John S.
Pereira as Galvex Holdings Limited's Chapter 7 Trustee on
Sept. 5, 2006.

On Aug. 30, 2006, the Honorable Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York converted
the chapter 11 case of Galvex Holdings to a chapter 7 liquidation
proceeding.

Headquartered in New York City, New York, Galvex Holdings
Limited -- http://www.galvex.com/-- and its affiliates operate
the largest independent galvanizing line in Europe.  The Debtors
have offices in New York, Tallinn, Bermuda, Finland, Ukraine,
Germany and the United Kingdom.  The company and four of its
affiliates filed for chapter 11 protection on Jan. 17, 2006
(Bankr. S.D.N.Y. Lead Case No. 06-10082).  Galvex Capital, LLC,
is represented by David Neier, Esq., at Winston & Strawn LLP,
and Gerard DiConza, Esq., at DiConza Law, P.C.  Galvex Holdings
Ltd. and the other debtor-affiliates are represented by David
Neier, Esq., at Winston & Strawn LLP, and Lori R. Fife, Esq.,
Marcia L. Goldstein, Esq., and Shai Waisman, Esq., at Weil,
Gotshal & Manges, LLP.  John P. McNicholas, Esq., and Thomas R.
Califano, Esq., at DLA Piper Rudnick Gray Cary US LLP, 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.


GENERAL MOTORS: Asks for Billions in Nissan-Renault Tie Up Deal
---------------------------------------------------------------
General Motors Corp. has demanded a "multibillion-dollar"
contribution from Nissan Motor Co. and Renault SA in consideration
for its possible agreement to a three-way tie up with the French
and Japanese auto companies, Adam Sage of The Times reports.

Brian Akre, a GM spokesman, said in the report that the proposed
alliance would lead to "disproportionate synergies".

Contesting Mr. Akre's view, Renault-Nissan chairman Carlos Ghosn
told The Times that the deal would benefit all three companies
through overall savings of $10 billion a year.

The Times' source said Renault agreed to continue talks until the
middle of next month, the deadline set by both sides for a
decision.

Monica Langley and Joseph B. White at The Wall Street Journal
earlier reported that talks between the three automakers have made
little progress over the past three months because GM has
reportedly raised concerns over the benefits that it would be
realizing from the deal.

GM, Nissan and Renault had agreed to conduct a 90-day study of the
benefits of a possible alliance after GM shareholder Kirk
Kerkorian, who owns a 9.9% stake in the company, broached the idea
early this year.

Patrick Pelata, who heads the Renault-Nissan negotiation panel,
said in an interview with The New York Times that GM is skeptical
of the advantages touted by Renault and Nissan as a result of a
partnership because of its past experiences with other auto
companies.

                       About General Motors

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

                           *     *     *

As reported in the Troubled Company Reporter on July 28, 2006,
Standard & Poor's Ratings Services held all of its ratings on
General Motors Corp. -- including the 'B' corporate credit rating,
but excluding the '1' recovery rating -- on CreditWatch with
negative implications, where they were placed March 29, 2006.  The
CreditWatch update followed GM's announcement of second quarter
results and other recent developments involving its bank facility
and progress on the GMAC sale.

As reported in the Troubled Company Reporter on July 27, 2006,
Dominion Bond Rating Service downgraded the long-term debt ratings
of General Motors Corporation and General Motors of Canada Limited
to B.  The commercial paper ratings of both companies are also
downgraded to R-3 (low) from R-3.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating of 'RR1' to
General Motor's new $4.48 billion senior secured bank facility.
The 'RR1' is based on the collateral package and other protections
that are expected to provide full recovery in the event of a
bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up
to $4.5 billion being proposed by General Motors Corporation,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.


GENESCO INC: Moody's Withdraws Ba3 Rating on Sr. Credit Facility
----------------------------------------------------------------
Moody's Investors Service took a number of rating actions in
relation to Genesco, Inc.;

   * withdrew the Ba3 rating on its senior secured bank credit
     facilities;

   * upgraded its convertible subordinated debentures from B2 to
     B1; affirmed its Ba3 corporate family rating, and,

   * applied its new Probability of Default and Loss Given
     Default rating methodology to all of the company's
     long term ratings.

The ratings outlook remains stable.

This rating is upgraded:

   * Convertible subordinated debentures upgraded to B1 (LGD4,
     64%) from B2.

This rating is assigned:

             * Probability of default rating of Ba3.

This rating is affirmed:

            * Corporate family rating at Ba3.

These ratings are withdrawn:

            * Senior secured term loan at Ba3,
            * Senior secured revolving credit facility at Ba3.

Moody's has applied its new Probability-of-Default and Loss-Given-
Default rating methodology to Genesco, Inc.  Moody's current long-
term credit ratings are opinions about expected credit loss which
incorporate both the likelihood of default and the expected loss
in the event of default.  The LGD rating methodology disaggregates
these two key assessments in long-term ratings.  The LGD rating
methodology also enhances the consistency in Moody's notching
practices across industries and improves the transparency and
accuracy of our ratings as our research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues- loans, bonds, and preferred stock.  Moody's opinion
of expected loss on a individual security is expressed as a
percent of principal and accrued interest at the resolution of the
default, with assessments ranging from LGD1 (loss anticipated to
be 0% to 9%) to LGD6 (loss anticipated to be 90% to 100%).

The assignment of the probability of default rating as well as the
rating action taken on the convertible subordinated debentures
reflects Moody's new Probability-of-Default and Loss-Given-Default
methodology rather than a change in the characteristics of any
debt security or in the company's fundamental credit profile.

Moody's has withdrawn the ratings on the bank credit facilities
for business reasons.

Genesco's Ba3 corporate family rating is primarily reflective of
the company's significant business risk as a specialty retailer of
fashion footwear and headwear and its high seasonality with its
cash from operations being primarily generated during the Holiday
season.  These risks constrain the rating category despite its
national geographic diversification and solid margins relative to
its peers.  Further mitigating the business risks are the
company's leverage, coverage, and cash flow from operations, which
are all at levels that would support a higher rating category.
The rating category is also supported by the company's modest
scale with annual sales of approximately $1.3 billion and its
financial policies which include a secured revolving credit
facility and financing the acquisition of Hat World with debt.

Downward rating pressure could develop should operating
performance deteriorate or the company incur additional
indebtedness that would cause Debt/EBITDA to rise above 4.75x or
EBIT/interest expense to fall below 2.5 times.  A further upgrade
appears unlikely in the intermediate term and would require the
company to achieve greater scale, to decrease its earnings
volatility by expanding beyond its current specialty niche which
exposes it to shifts in consumer preferences, and to maintain its
current operating performance and debt protection measures.

Genesco Inc., headquartered in Nashville, Tennessee, is a retailer
of branded footwear and licensed and branded headwear as well as a
wholesaler of branded footwear.  Its retail stores operate under
the Journeys, Journeys Kidz, Underground Station, Hat World, Lids,
Hat Zone, Cap Connection, and Johnston & Murphy nameplates.  The
company's wholesale brand names consist of Johnston and Murphy and
Dockers.  Revenues for the fiscal year ended Jan. 28, 2006 were
approximately $1.3 billion.


GENTEK INC: Selling Noma Wire Business to Electrical Components
---------------------------------------------------------------
GenTek, Inc., disclosed that it is in discussions to sell its Noma
Wire and Cable Assembly Business to Electrical Components
International Holdings Company of St. Louis, Missouri.

Noma provides wire and cable assemblies to OEM customers in the
automotive and household appliance industries and for electronic
office equipment and other electronic products from its
manufacturing facilities in Mexico, Canada and India.  The
proposed transaction does not include the Noma CableTech business
located in Mineral Wells, Texas and is subject to negotiation and
execution of definitive agreements, government review and other
customary conditions.

GenTek Inc. -- http://www.gentek-global.com/-- provides specialty
inorganic chemical products and services for treating water and
wastewater, petroleum refining, and the manufacture of personal-
care products, valve-train systems and components for automotive
engines and wire harnesses for large home appliance and automotive
suppliers.  GenTek operates over 60 manufacturing facilities and
technical centers and has approximately 6,900 employees

                         *     *     *

In February 2005, Moody's Investors Service placed a B2 rating on
GenTek's $60 million senior secured revolving credit facility, due
2010, $235 million senior secured term loan B, due 2011.


GIANT INDUSTRIES: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors this week, the rating agency confirmed its B1 Corporate
Family Rating for Giant Industries Inc. and revised its ratings on
the company's 11% Senior Subordinated Guaranteed Global Notes Due
2012, and 8% Senior Subordinated Guaranteed Notes Due 2014 to B2
from B3.  The debentures were assigned an LGD4 rating suggesting
noteholders will experience a 60% loss in the event of default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Scottsdale, Arizona, Giant Industries Inc.
-- http://www.giant.com/-- refines and sells petroleum products
in the United States.


GILDAN ACTIVEWEAR: Closing Canadian, U.S. Manufacturing Operations
------------------------------------------------------------------
Gildan Activewear Inc. will close its textile manufacturing
facility in Valleyfield, Quebec, which will also result in
downsizing of its knitting facility in Montreal, Quebec, in
December 2006.

Concurrently, the Company also disclosed the closure and
downsizing of sock manufacturing capacity located in Mount Airy,
North Carolina and Hillsville, Virginia, which will be undertaken
over the next three to four months.

Headquartered in Montreal, Quebec, Gildan Activewear Inc. (TSX:
GIL) (NYSE: GIL) -- http://www.gildan.com/-- is a vertically-
integrated marketer and manufacturer of quality branded basic
apparel.  The Company is a supplier of activewear for the
wholesale imprinted sportswear market in the U.S. and Canada, and
also a supplier to this market in Europe.  The Company sells T-
shirts, sport shirts and sweatshirts in large quantities to
wholesale distributors as undecorated "blanks", which are
subsequently decorated by screenprinters with designs and logos.


GREAT PANTHER: Reveals Wardrop Resource Estimate on Km 66 Project
-----------------------------------------------------------------
Great Panther Resources Limited disclosed that Wardrop Engineering
of Vancouver, B.C., has delivered a NI 43-101 compliant resource
estimate for its Km 66 Project in northeastern Durango State,
Mexico.

Using a 50 g/t silver equivalent cut-off grade, Wardrop estimates
that the Palmitas and Gloria Zones together contain an Inferred
Mineral Resource of 4,969,800 tonnes.  Wardrop calculated that the
resource equates to a total of 22.3 million ounces of silver
equivalent.

The Company commissioned Wardrop to complete the NI43-101 report
on the KM 66 property after signing a Letter of Intent to option
the property.  The Company has signed a formal Option Agreement
for the right to earn a 100% interest in the 3,508 hectares
property.  Terms of the agreement call for the Company to make
staged cash payments and share issuances totaling $3 million and
500,000 shares, over a period of 4 years, to the property owners.
The transaction is subject to acceptance by the TSX Venture
Exchange.

The Company also disclosed that the resource estimate was based
upon a comprehensive exploration program completed on the property
by Coeur d'Alene Mines during 1997 and 1998.  The geological
database also includes 422 surface channel samples.  Coeur d'Alene
dropped the property in 1998.

The resource includes 2,643,600 tons of oxide material and
2,326,200 tons of sulphide mineralization.

The Company further disclosed that the new NI43-101 resource at
the Km 66 Project significantly enhances its growing portfolio of
silver projects.  The Gloria and Palmitas Zones are only 2 of 18
known breccias on the property and, with a strong likelihood of
finding new buried zones, its management feels that there is
excellent potential to increase the size of the resource.  With
the Company's 100% owned Topia and Guanajuato Mines already in
production, Km 66 will be advanced quickly with the goal of
defining a new resource amenable to open pit mining.

Great Panther Resources Limited, (TSX-V: GPR) through its
acquisition of the Topia and Guanajuato Mines in Mexico, has
transformed from a company that was exclusively focused on mineral
exploration to a company involved in the mining of precious and
base metals.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on July 13, 2006 KPMG
LLP in Vancouver, Canada, raised substantial doubt about Great
Panther Resources Limited's ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the years ended Dec. 31, 2005, and 2004.  The auditors pointed to
the Company's recurring losses and operating cash flow
deficiencies.


INCOMNET INC: 9th Cir. Rules USCA Received $470,000 Preference
--------------------------------------------------------------
Incomnet, Inc., "a marketing driven company that provides
innovative, cost-saving products to the telecommunications
industry" and its wholly owned subsidiary, Incomnet Communications
Corp, "a reseller of long distance and other communications
products to residential and small business customers through its
independent sales representatives using a network marketing
strategy," filed for Chapter 11 bankruptcy protection on
Sept. 2, 1999 (Bankr. C.D. Calif, Santa Ana Div., Case Nos. 99-
18854 and 99-18857).  The Post-Confirmation Committee of Unsecured
Creditors of Incomnet Communications Corporation was appointed
trustee of Incomnet's estate on May 9, 2000.

The Committee filed a complaint against the Universal Service
Administrative Company in federal bankruptcy court, alleging that
$470,161.52 paid by Incomnet to USAC in June, July, and August of
1999, constituted a preferential transfer made within the 90 days
preceding Incomnet's bankruptcy petition.  Arguing that USAC was a
transferee under 11 U.S.C. Secs. 547 and 550(a), the Committee
sought to recover these universal service support contributions
and requested that USAC reimburse these payments to Incomnet.  The
Committee also sought to prevent USAC from making any further
claims on Incomnet's estate.

The USAC admitted that it received the payments from Incomnet in
1999.  However, it contended that it was not a transferee under 11
U.S.C. Sec. 550(a), but was instead a mere conduit for the funds
under the Federal Communication Commission's control for the
ultimate beneficiaries of the Universal Service Funds, and moved
for summary judgment on that ground.

The Committee filed objections to USAC's motion for summary
judgment and subsequently moved for summary judgment on its first
cause of action, the preferential transfer.  It argued that
uncontroverted evidence established that USAC's receipt of the
funds from Incomnet met all of the requirements of 11 U.S.C. Sec.
547(b).

Purporting to apply the Ninth Circuit's test announced in Danning
v. Miller (In re Bullion Reserve of North America), 922 F.2d 544,
549 (9th Cir. 1991), which the bankruptcy court labeled the
"dominion or control" test, the bankruptcy court found that USAC
did not have dominion or control over the USF.  The bankruptcy
court held that "USAC [did] not have the requisite degree of
unfettered control over the [USF] to qualify as a transferee"
under 11 U.S.C. Secs. 547 and 550 and granted USAC's motion for
summary judgment.

The Committee appealed to the Ninth Circuit Bankruptcy Appellate
Panel (BAP No. CC-03-01064-LKMo).  The BAP reversed the bankruptcy
court's grant of summary judgment in favor of USAC, holding that
USAC was a transferee under 11 U.S.C. Sec. 550(a) because it was
the actual recipient of the transfer.  See Post-Confirmation Comm.
v. Universal Serv. Admin. Co., 299 B.R. 574, 581 (B.A.P. 9th Cir.
2003).  The BAP held that the "dominion or control" test did not
apply because it was adopted to distinguish financial
intermediaries from true recipients, and that the USAC transaction
could not be a "conduit" transfer because it did not involve a
two-step transaction.

The USAC appealed to the United States Court of Appeals for the
Ninth Circuit.

In a decision published at 2006 WL 2684814, the Ninth Circuit
holds that the USAC is a transferee under the "dominion" test and
affirmed the judgment of the BAP last week.  "While we recognize
that the FCC does hold substantial power over the fund indirectly,
essentially by overseeing USAC," the Ninth Circuit says, "we also
recognize that it has no ability to control the USF through direct
seizure or discretionary spending.  We hold that USAC, which, as
administrator of the USF, has discretion over if, when, and how it
disburses universal service funds to beneficiaries, holds dominion
over the USF.  Accordingly, we hold that USAC is the initial
transferee and affirm the judgment of the BAP."

In this dispute, the Universal Service Administrative Company was
represented by:

     Jonathan T. Cain, Esq.
     Mintz Levin Cohn Ferris Glovsky & Popeo, P.C.
     701 Pennsylvania Avenue N.W.
     Washington, DC 20004

and the Post-Confirmation Committee of Unsecured Creditors of
Incomnet Communications Corporation was represented by:

     Michael R. Adele, Esq.
     Evan D. Smiley, Esq.
     Kyra E. Andrassy, Esq.
     Michael J. Heyman, Esq.
     Albert, Weiland & Golden, LLP
     650 Town Center Drive, Suite 950
     Costa Mesa, CA 92626


INTABEX NETHERLANDS: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US Consumer Products, Beverage, Toy, Natural
Product Processors, Packaged Food Processors and Agricultural
Cooperative sectors, the rating agency confirmed its B2 Corporate
Family Rating for Intabex Netherlands, B.V.

Additionally, Moody's revised its probability-of-default ratings
and assigned loss-given-default ratings on these loans and bond
debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $150 million
   Sr. Secured
   Term Loan            B2       B1       LGD3     37%

   $200 million
   Sr. Secured
   Term Loan            B2       B1       LGD3     37%

   $315 million
   Senior Notes         B3       B2       LGD4     53%

   $90 million
   Sr. Sub. Notes       Caa2     Caa1     LGD6     95%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Intabex Netherlands, B.V. is a primary foreign holding
company of Alliance One International, Inc., (NYSE:AOI) --
http://www.aointl.com/-- a leaf tobacco merchant based in
Morrisville, North Carolina.


INTERSTATE BAKERIES: Wants to Buy 182 Step Vans From PHH Financial
------------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Western District
of Missouri to purchase 182 step vans for $560,178 from PHH
Financial Services, Inc.  The Debtors use the Step Vans for the
daily delivery of their products to their customers.

The Debtors, as successor-in-interest to the San Francisco French
Bread Company, have been leasing the step vans from PHH Financial
since 1997 pursuant to certain Equipment Leases.

Each of the Step Vans either has reached the end of its lease term
or will reach the end of its term by Nov. 1, 2006, J. Eric
Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Chicago, Illinois, relates.  The Debtors have the option to
purchase the Step Vans at their fair market value.

Accordingly, pursuant to a Purchase Agreement between the
parties, the Debtors have decided to buy the Step Vans.  The
other salient terms of the Agreement are:

   (a) The Debtors will pay PHH Financial $560,178 for the Step
       Vans, plus all applicable sales tax and sales fees;

   (b) The step vans will be sold on an "as is/where is" basis
       without any representation or warranty by PHH Financial
       except as to title;

   (c) The Debtors will pay rent, if any, on the Equipment on a
       per diem basis from October 1, 2006, until the date the
       Equipment is bought;

   (d) PHH Financial will withdraw all proofs of claim it has
       filed against the Debtors; and

   (e) If the Purchase Agreement Order becomes subject to an
       appeal by any party-in-interest before it becomes "final,"
       the parties may mutually agree in writing to waive the
       requirement of a final order at any time immediately after
       the entry of the Purchase Agreement Order.  If the final
       order requirement is not mutually waived, PHH Financial or
       the Debtors may void the Agreement by written notice to
       the other party given at any time after the filing of the
       first notice of appeal.

Mr. Ivester tells the Court that the Purchase Price of the Step
Vans is below fair market value.  By not having to purchase or
lease replacement vehicles, the Debtors avoid the costs that
would be incurred replacing the Step Vans.  Buying the Step Vans
will avoid any disruptions in the Debtors' supply chain and the
attendant costs of those disruptions, Mr. Ivester maintains.

The Debtors anticipate using the Step Vans for several more
years.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 48; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Wants Stay Lifted to Allow IRS Set Off
-----------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri to:

   (a) disallow Claim Nos. 8961, 8965, 8966, 8967, 8968 and 8974;

   (b) allow Claim No. 8969 against Interstate Brands Corp. for
       $126,997;

   (c) allow Claim No. 8970 against Interstate Bakeries Corp. for
       $54,277;

   (d) modify the automatic stay to permit the IRS to set off the
       specific refunds due to the Debtors against the specified
       claims against the Debtors; and

   (e) direct the Internal Revenue Service to pay them $29,620
       interest to the date of payment in full and final
       satisfaction of the refunds.

The Debtors' request is without prejudice to the Debtors pursuing,
and the Internal Revenue Service investigating and opposing, any:

   -- carryback refund claims submitted by the Debtors after the
      filing of their Lift Stay Motion;

   -- credits or refunds of prior period telecommunications
      excise taxes as described in IRS Notice 2006-50;

   -- refunds arising from changes in relevant law after the
      filing of the Lift Stay Motion;

   -- refunds for Federal Insurance Contribution Act taxes paid
      and withheld on severance payments to terminated employees;
      or

   -- any other claims, credits, or refunds under relevant law.

Paul M. Hoffmann, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, relates that the Internal Revenue Service has
eight pending claims against the Debtors:


Claim No.        Tax Periods      Asserted Debtor     Claim Amt.
---------      ---------------    ---------------     ----------
  8961     05/31/01 to 05/31/05  Armour and Main             $0
                                 Redevelopment Corp.

  8965     05/31/01 to 05/31/05  IBC Services, LLC            0

  8966     05/31/01 to 05/31/05  Baker's Inn Quality          0
                                 Baked Goods LLC

  8967     05/31/01 to 05/31/05  New England Bakery           0

  8968     05/31/01 to 05/31/05  IBC Trucking, LLC            0

  8969     2004 Tax Periods      Interstate Brands       12,997

  8970     12/31/01 to 12/31/04  Interstate Bakeries     62,827

  8974     05/31/01 to 05/31/05  IBC Sales Corp.              0

Mr. Hoffman notes that the Debtors and the IRS have worked
diligently to resolve the complex issues relating to the IRS
Claims and any refunds that might be owed to the Debtors.

The parties' communications have resulted in an agreement on the
Claims and Refunds, according to Mr. Hoffman.  The parties
believe that there are mutual obligations owed between them that
should be the subject to set-off under relevant law.

              Reconciliation of Balances Due (Refund)

Interstate Brands West Corporation:

   Form 941       06/30/2004                     ($68,891.24)
   Form 940       12/31/2004   Claim No. 8970      32,279.17
   Civil Penalty  12/31/2001   Claim No. 8970      14,798.44
   Civil Penalty  12/31/2002   Claim No. 8970       7,200.00
   Civil Penalty  12/31/2003   (abated 7/6/06)         --

Interstate Brands Corporation:

   Form 941       09/30/2002                      ($1,766.34)
   Form 941       12/31/2002                       (2,091.58)
   Form 941       09/30/2003                       (5,770.59)
   Form 941       06/30/2004   Claim No. 8969      78,202.39
   Form 720       09/30/2004   Claim No. 8969       7,741.93
   Form 940       12/31/2004                      (29,571.13)
   Form 2290      07/01/2002                     (102,804.88)
   Form 2290      07/01/2004   Claim No. 8969         162.00
   Form 5330      05/31/2004   Claim No. 8969      40,891.00
                                                ------------
   TOTAL NET BALANCE DUE/(REFUND)                ($29,620.83)
                                                ============

Mr. Hoffmann asserts that the IRS has a statutory right under
non-bankruptcy law to set off the tax refund against the
identified claims.  The refund and the claims arose prepetition
and mutuality exists, Mr. Hoffman adds.  Thus, the IRS has
established a right to setoff pursuant to Section 553 of the
Bankruptcy Code.

There will be no adverse impact to the Debtors concerning other
refunds that may be owing and the setoff will satisfy several
claims against the Debtors' estates, Mr. Hoffman maintains.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 48; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTRAWEST CORP: Shareholders to Consider Plan at Special Meeting
----------------------------------------------------------------
The Supreme Court of British Columbia has issued an interim order
dated Sept. 19, 2006, in connection with the proposed statutory
plan of arrangement involving Intrawest Corporation, its
shareholders and option holders and two companies owned directly
or indirectly by funds managed by affiliates of Fortress
Investment Group LLC.

The Interim Order provides for the calling of a special meeting of
holders of Intrawest Common Shares and options to acquire Common
Shares to consider the Arrangement.  Subject to the approval of
the Intrawest Securityholders at the Special Meeting and all
regulatory approvals being obtained or concluded, the hearing in
respect of the final order to approve the Arrangement is currently
scheduled to take place on Oct. 24, 2006, with closing of the
transaction anticipated later in October.

The Special Meeting will be held on Oct. 17, 2006, at The Fairmont
Waterfront Hotel in Vancouver, British Columbia at 10:00 a.m.

At the Special Meeting, Intrawest Securityholders will be asked to
approve the Arrangement.  Intrawest confirmed on Sept. 20, 2006,
that it has mailed to its securityholders the notice of the
Special Meeting and a Management Information Circular.

The Arrangement is subject to approval by Intrawest
Securityholders, further approval by the Court and certain
regulatory approvals, including approval by the Minister of
Industry under the Investment Canada Act.  The Commissioner of
Competition under the Competition Act (Canada) has issued on
Sept. 20, 2006, an advance ruling certificate in connection with
the proposed transaction.  In addition, early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, was granted by the U.S. Federal Trade
Commission effective as of Sept. 14, 2006.

Based in Vancouver, British Columbia, Intrawest Corporation (IDR:
NYSE; ITW: TSX) -- http://www.intrawest.com/-- operates
destination resorts and adventure travel.  The company has
interests in 10 resorts at North America's most popular mountain
destinations, including Whistler Blackcomb, a host venue for the
2010 Winter Olympic and Paralympic Games.  Intrawest owns Canadian
Mountain Holidays, the largest heli-skiing operation in the world,
and an interest in Abercrombie & Kent, the world leader in luxury
adventure travel.  The Intrawest network also includes Sandestin
Golf and Beach Resort in Florida and Club Intrawest -- a private
resort club with nine locations throughout North America.
Intrawest develops real estate at its resorts and at other
locations across North America and in Europe.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 15, 2006,
Standard & Poor's Ratings Services revised its CreditWatch
implications on resort operator Intrawest Corp., including the
'BB-' long-term corporate credit rating, to developing from
negative, where the ratings were placed March 1, 2006.  The
revision follows the company's announcement that it agreed to be
acquired, in an all-cash equity offer, by Fortress Investment
Group LLC.  Vancouver, British Columbia-based Intrawest has about
$682 million in unsecured debentures outstanding.


J. LEE TRANSPORT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: J. Lee Transport, Inc.
        P.O. Box 2073
        Edinburg, TX 78540
        Tel: (956) 383-1900

Bankruptcy Case No.: 06-70434

Chapter 11 Petition Date: September 27, 2006

Court: Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Ellen C. Stone, Esq.
                  John Ventura, P.C.
                  4900 North 10th Street, Suite E2
                  McAllen, TX 78504
                  Tel: (956) 630-2822
                  Fax: (956) 631-0742

Total Assets: $1,805,213

Total Debts:  $1,630,474

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


KESSLER HOSPITAL: Hires Ciardi & Ciardi as Bankruptcy Counsel
-------------------------------------------------------------
William B. Kessler Memorial Hospital, Inc., obtained authority
from the U.S. Bankruptcy Court for the District of New Jersey to
employ Ciardi & Ciardi, P.C., as its bankruptcy counsel.

Ciardi & Ciardi is expected to:

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

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

    c. perform all other legal services for the Debtor as may be
       necessary.

Papers filed with the Court do not show how much the firm will be
paid for its services.

Albert A. Ciardi, III, Esq., a partner at Ciardi & Ciardi, assures
the Court that his firm does not represent any interest adverse to
the Debtor or its estate.

Mr. Ciardi can be reached at:

         Albert A. Ciardi, III, Esq.
         Ciardi & Ciardi, P.C.
         One Commerce Square
         2005 Market Street, Suite 2020
         Philadelphia, Pennsylvania 19103
         Tel: (215) 557-3550
         Fax: (215) 557-3551
         http://ciardilawfirm.com/

Based in Hammonton, New Jersey, William B. Kessler Memorial
Hospital, Inc. -- http://www.kesslerhospital.org/-- is a non-
profit corporation that operates a hospital.  The Company filed
for chapter 11 protection on Sept. 13, 2006 (Bankr. D. N.J. Case
No. 06-18680).  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million and
$50 million.


KESSLER HOSPITAL: Has Until Oct. 19 to File Schedules
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
William B. Kessler Memorial Hospital, Inc., until Oct. 19, 2006,
to file its Schedules of Assets and Liabilities and Statement of
Financial Affairs.

The Debtor tells the Court that it is in the process of compiling
the information necessary to complete the schedules and statement
and will be unable to complete the documents within the required
period of time.

The Debtor says that it requires additional time to accurately
determine its assets, liabilities and creditors.

Based in Hammonton, New Jersey, William B. Kessler Memorial
Hospital, Inc. -- http://www.kesslerhospital.org/-- is a non-
profit corporation that operates a hospital.  The Company filed
for chapter 11 protection on Sept. 13, 2006 (Bankr. D. N.J. Case
No. 06-18680).  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million and
$50 million.


LEHMAN XS: Moody's Assigns B2 Rating to Class A-4 Notes
-------------------------------------------------------
Moody's Investors Service has assigned ratings of A3 to the Class
A-1 notes, Baa3 to the Class A-2 notes, Ba3 to the Class A-3
notes, and B2 to the Class A-4 notes issued by Lehman XS NIM
Company 2006-GPM4.

The notes are backed by residual and prepayment penalty cash flows
from an underlying securitization of Alt-A, adjustable-rate,
negative amortization mortgage loans: GreenPoint Mortgage Funding
Trust Mortgage Pass-Through Certificates, Series 2006-AR4.

The cash flows available to repay the notes are significantly
impacted by the rate of loan prepayments and the timing and amount
of loan losses on the underlying transaction's mortgage pool.
Moody's examined various combinations of loss and prepayment
scenarios to evaluate the cash flows to the rated notes.

These are the complete rating actions:

   * Lehman XS NIM Company 2006-GPM4
   * Lehman XS Net Interest Margin Notes, Series 2006-GPM4

                  Cl. A-1, Assigned A3
                  Cl. A-2, Assigned Baa3
                  Cl. A-3, Assigned Ba3
                  Cl. A-4, Assigned B2

The notes were sold in privately negotiated transactions without
registration under the Securities Act of 1933 under circumstances
reasonably designed to preclude a distribution thereof in
violation of the Act.  The issuance has been designed to permit
resale under Rule 144A.


LONDON FOG: Houlihan Lokey Hired as Investment Banker & Advisor
---------------------------------------------------------------
The Honorable Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada in Reno authorized London Fog Group, Inc., nka
PTI Holding Corp. and its debtor-affiliates, to employ Houlihan
Lokey Howard & Zukin Capital, Inc., as their investment banker and
financial advisor, nunc pro tunc to April 24, 2006.

The Debtors entered into a letter agreement with Houlihan Lokey on
April 24.  Houlihan Lokey agreed to render financial advisory
services to the Debtors with respect to the sale, merger, joint
venture, or other combination or disposition of the Debtors.

Houlihan Lokey will:

   a. review the Debtors' financial position, financial history,
      operations, competitive environment, and assets to assist
      the Company in determining the best means and timing to
      effect a sale of London Fog, its assets and stock, whether
      owned directly or indirectly in one or more transactions;

   b. develop a list of potential acquirers, inventories, and
      strategic partners;

   c. interact with investors in an effort to create interest in
      one or more sale transactions;

   d. prepare an offering memorandum to be provided to interested
      investors; and

   e. develop a coordinated sales effort and assist in the
      negotiation and structuring of the financial aspects of any
      proposed sale transaction.

David E. Burns, a vice president of Houlihan Lokey's New York
office, disclosed that the Firm would receive $75,000 per month in
advance for three months.  Upon the closing or consummation of a
transaction, the Debtors will pay a cash Transaction Fee equal to:

   a. 2.5% of the aggregate gross consideration from a sale of up
      to $20 million, plus

   b. 3.5% of the aggregate gross consideration from a sale to the
      extent the aggregate gross consideration exceeds $20 million
      and less than $30 million, plus

   c. 4.5% of the aggregate gross consideration from a sale to the
      extent the aggregate gross consideration exceeds $30 million
      and less than $40 million, plus

   d. 5% of the aggregate gross consideration from a sale to the
      extent the aggregate gross consideration exceeds $40 million
      and less than $50 million, plus

   e. 7% of the aggregate gross consideration from a sale to
      the extent the aggregate gross consideration exceeds
      $50 million; provided, however, that the Transaction Fee
      will not be less than $450,000.

Mr. Burns assured the Court that the Firm does not hold nor
represent any interest adverse to the Debtors and is disinterested
as that term is defined in Section 101(14) of the Bankruptcy Code.

                         About London Fog

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

In a filing with the U.S. Securities and Exchange Commission,
Iconix Brand Group, Inc., disclosed that on Aug. 28, 2006, it
completed the acquisition of the London Fog trademarks and certain
related intellectual property assets from London Fog Group Inc.
for $30.5 million in cash and 482,423 shares of the Registrant's
common stock.


LONE TREE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lone Tree Point Seafood Company
        11455 Moorage Way
        P.O. Box 267
        La Conner, WA 98257
        Tel: (360) 466-0176

Bankruptcy Case No.: 06-13333

Type of Business: The Debtor is a retailer and wholesaler of
                  seafood products.

Chapter 11 Petition Date: September 27, 2006

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: James M. Cleland, Jr., Esq.
                  16184 Penn Road
                  Mount Vernon, WA 98273
                  Tel: (360) 424-7108
                  Fax: (360) 424-0584

Total Assets: $4,088,000

Total Debts:  $2,450,902

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Ball Packaging Corp.                        $43,135
P.O. Box 730483
Dallas, TX 75373

Sea Tech                                    $30,227
P.O. Box 17560
Seattle, WA 98127

Armstrong Keta                              $30,000
2940 Westlake Avenue North, Suite 300
Seattle, WA 98109

Norquest Seafoods, Inc.                     $28,326
5245 Shilshole Avenue Northwest
Seattle, WA 98107

Bank of America                             $26,200
P.O. Box 60073
City of Industry, CA 91716

Wells Fargo                                 $25,059

Great Land Seafoods                         $20,000

Snowline Refrigeration                       $9,311

Commercial Cold Storage                      $7,995

Labeling Services                            $7,796

Cash Flow Lease                              $7,216

Williams & Nulle                             $4,824

Commodity Forwarders                         $4,750

Shepard Brothers                             $4,613

North Pacific Seafoods, Inc.                 $4,505

Frontier Packaging, Inc.                     $3,880

Rud Knzow GmbH & Co. KG                      $3,831

Swinomish Tribal Utility                     $3,385

Samson Tug and Barge                         $2,685

Leif Carlson                                 $2,535


MAGNOLIA VILLAGE: Hires Belding Harris as Bankruptcy Counsel
------------------------------------------------------------
Magnolia Village, LLC, and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Nevada to employ Belding, Harris & Petroni, Ltd., as their
bankruptcy counsel.

Belding Harris is expected to:

    a. examine and prepare records and reports as required by the
       Bankruptcy Code, Federal Rules of Bankruptcy Procedure and
       Local Bankruptcy Rules;

    b. prepare application and proposed orders to be submitted to
       the Court;

    c. identify and prosecute claims and causes of action
       assertable by the Debtors on behalf of their estates;

    d. examine proofs of claim anticipated to be filed in the
       Debtors' chapter 11 cases and the possible prosecution of
       objections to certain of these claims;

    e. advise the Debtors and prepare documents in connection with
       the contemplated ongoing operation of the Debtors'
       business, if any;

    f. assist and advise the Debtor in performing other official
       functions as set forth in Section 521 of the Bankruptcy
       Code; and

    g. advise and prepare a Plan of Reorganization, Disclosure
       Statement, and related documents, and confirmation of the
       said Plan, as provided in Section 1101 of the Bankruptcy
       Code.

The Debtor tells the Court that the firm's professionals bill:

       Professional                      Hourly Rate
       ------------                      -----------
       Stephen R. Harris, Esq.              $350
       Gloria M. Petroni, Esq.              $350
       Chris D. Nichols, Esq.               $300
       Stephen C. Moss, Esq.                $250

       Paraprofessional                  $45 - $125

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

Mr. Harris can be reached at:

         Stephen R. Harris, Esq.
         Belding, Harris & Petroni, Ltd.
         417 West Plumb Lane
         Reno, Nevada 89509
         Tel: (775) 786-7600
         Fax: (775) 786-7764
         http://www.beldingharrispetroni.com/

Headquartered in Reno, Nevada, Magnolia Village, LLC, is a
luxurious resort-style Class A Office Park.  The Company and its
affiliates filed for chapter 11 protection on Sept. 8, 2006
(Bankr. D. Nev. Case No. 06-51649.  When Magnolia Village filed
for protection from its creditors, it listed estimated assets
between $10 million and $50 million and debts between $100,000 to
$500,000.


MAGNOLIA VILLAGE: Section 341(a) Meeting Scheduled on October 16
----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Magnolia
Village, LLC's creditors at 2:00 p.m. on Oct. 16, 2006, at Room
2110, 300 Booth Street in Reno, Nevada.

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 officer 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 Reno, Nevada, Magnolia Village, LLC, is a
luxurious resort-style Class A Office Park.  The Company and its
affiliates filed for chapter 11 protection on Sept. 8, 2006
(Bankr. D. Nev. Case No. 06-51649.  When Magnolia Village filed
for protection from its creditors, it listed estimated assets
between $10 million and $50 million and debts between $100,000 to
$500,000.


MARSH & MCLENNAN: Moody's Affirms Preferred Stock's (P)Ba1 Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Baa2 senior unsecured
debt rating and the Prime-2 short-term debt rating of Marsh &
McLennan Companies, Inc.  The rating agency has also assigned
provisional ratings to MMC's new universal shelf registration.
The rating outlook for MMC remains negative.

MMC disclosed on Sept. 19, 2006, that it would test the market
value of its subsidiary, Putnam Investments, after receiving
inquiries from parties interested in either acquiring or
partnering with Putnam.  MMC said that it has not decided to take
any specific action with regard to Putnam at this time.  The
rating affirmation reflects Moody's view that MMC will protect its
financial flexibility as part of any strategic initiative
affecting Putnam.

Moody's notes that Putnam helps to diversify the earnings and cash
flows of MMC.  However, Putnam has suffered a substantial decline
in assets under management over the past several years, leading to
reduced operating margins. MMC has taken steps to improve Putnam's
fortunes, including installing a new management team in 2003-2004,
and changing the investment style to produce more consistent
yearly returns.  These changes have helped to slow the pace of
fund redemptions in recent quarters.  Moody's notes that any
potential transaction involving Putnam would be viewed in light of
its impact on cash flows, profitability, and financial metrics at
MMC.

MMC disclosed on September 15, 2006, an anticipated $225 million
charge to be taken over the next two years devoted to
infrastructure improvements (information technology, real estate,
corporate functions) as well as business process improvements,
primarily at Marsh Inc. and Mercer Human Resource Consulting.  MMC
expects these initiatives to generate annualized cost savings of
$350 million by the end of 2008.  This is the third major charge
announced by MMC over the past two years for restructuring and
cost saving initiatives.

Moody's negative rating outlook reflects the uncertainty
surrounding MMC's ongoing restructuring efforts.  While MMC's
financial position has improved over the past year, earnings and
cash flows continue to be pressured by special charges as well as
changing business processes and efforts to upgrade information
systems.

Moody's cited these factors that could lead to a downgrade of
MMC's ratings:

   * insurance brokerage margins consistently below 12%,

   * adjusted EBIT coverage of interest consistently below 3.0x,

   * adjusted debt-to-EBITDA ratio consistently above 3.5x, or,

   * material new adverse developments in connection with
     regulatory investigations or related litigation.

Moody's has affirmed these ratings with a negative outlook:

   * Senior unsecured long-term debt at Baa2; senior unsecured
     short-term debt at Prime-2.

   * Moody's has assigned the following provisional ratings to
     the shelf registration:

   * Provisional senior unsecured debt at (P)Baa2; provisional
     subordinated debt at (P)Baa3; provisional preferred stock at
     (P)Ba1.

Moody's last rating action on MMC took place on September 12,
2005, when the rating agency assigned a Baa2 rating to
$1.3 billion of senior notes.

MMC is a New York-based global professional services firm with
subsidiaries offering risk management, insurance brokerage,
consulting and investment management services to clients in more
than 100 countries.  MMC owns the world's largest insurance
brokerage and consulting operation.  MMC reported total revenues
of $6.0 billion and net income of $588 million for the first six
months of 2006.  Shareholders' equity was $6.0 billion as of
June 30, 2006.


MASTERCRAFT INTERIORS: Court Okays Harold Hackerman as Examiner
---------------------------------------------------------------
The Honorable Paul Mannes of the U.S. Bankruptcy Court for the
District of Maryland approved the appointment of Harold Hackerman
as examiner in the chapter 11 cases of Mastercraft Interiors,
Ltd., and Kimels of Rockville, Inc.

W. Clarkson McDow, Jr., the United States Trustee for Region 4,
with the consent of the Debtors, the Official Committee of
Unsecured Creditors, and Bank of America, N.A., requested the
appointment of an examiner to investigate the issues raised by the
Show Cause Order and to investigate transactions between the
Debtors and insiders.

On June 2, 2006, the Court entered, sua sponte, an order to show
cause why a constructive trust should not be imposed upon the
assets of the Debtors for the benefit of the individuals making
deposits for the purchase of merchandise.

Since the Debtors' bankruptcy filing, the U.S. Trustee has
received numerous complaints from consumer depositors regarding
the Debtors' failure to order the furniture for which they have
placed a deposit.

At the 341 meeting of creditors, approximately 60 consumers
appeared and most questioned the Debtors regarding their failure
to order and deliver furniture for which they received deposits.

The U.S. Trustee believed that an examiner is needed to
investigate the consumers' complaints, which relate to the issue
raised by the Show Cause Order.

The areas concerning the U.S. Trustee probe also include bonuses,
salaries, payments, expense reimbursements, loan forgiveness, and
other forms of compensation that the Debtors paid to insiders and
family members of insiders within one year of their bankruptcy
filing.

Headquartered in Beltsville, Maryland, Mastercraft Interiors Ltd.
-- http://www.mastercraftinteriors.com/-- manufactures furniture
and other home furnishings.  The Company and its subsidiary,
Kimels of Rockville, Inc., filed for bankruptcy on May 15, 2006,
(Bankr. D. Md. Case No. 06-12769).  Morton A. Faller, Esq.,
Michael J. Lichtenstein, Esq., and Stephen A. Metz, Esq., at
Shulman, Rogers, Gandal, Pordy & Ecker, P.A., represent
the Debtors in their restructuring efforts.  Bradford F.
Englander, Esq., at Linowes and Blocher LLP, represents the
Official Committee Unsecured Creditors.  When Mastercraft
Interiors filed for bankruptcy, it reported assets amounting to
$10,600,288 and debts amounting to $25,485,847.  Kimels of
Rockville reported assets totaling $704,227 and debts amounting to
$10,341,704 when it filed for bankruptcy.


MAYCO PLASTICS: Hires McDonald Hopkins as Bankruptcy Counsel
------------------------------------------------------------
Mayco Plastics, Inc., and Stonebridge Industries, Inc., obtained
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to employ McDonald Hopkins Co., LPA, as their
bankruptcy counsel.

McDonald Hopkins is expected to:

    (a) file and monitor the Debtors' chapter 11 cases and legal
        activities, and advise the Debtors on the legal
        ramifications of certain actions;

    (b) advise the Debtors of their obligations and duties in
        bankruptcy;

    (c) execute the Debtors; decisions by filing with the Court
        motions, objections, and other relevant documents;

    (d) appear before the Court on all matters in the case
        relevant to the interest of the Debtors;

    (e) assist the Debtors in the administration of the chapter 11
        cases; and

    (f) take other actions as are necessary to protect the rights
        of the Debtors' estates.

Stephen M. Gross, Esq., a shareholder of McDonald Hopkins, tells
the Court that the firm's professionals bill:

        Professional                 Hourly Rate
        ------------                 -----------
        Shareholders                 $255 - $460
        Of Counsel                   $215 - $400
        Associates                   $145 - $290
        Paralegals                   $100 - $180
        Law Clerks                       $85

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

Mr. Gross can be reached at:

         Stephen M. Gross, Esq.
         McDonald Hopkins Co., LPA
         600 Superior Avenue, East
         Suite 2100
         Cleveland, Ohio 44114
         Tel:  (216) 348-5400
         Fax:  (216) 348-5474
         http://www.mcdonaldhopkins.com/

Headquartered in Sterling Heights, Michigan Mayco Plastics, Inc.
-- http://www.mayco-mi.com/-- is an automotive supplier of
injection molded plastics.  Stonebridge Industries, Inc., the
majority shareholder and parent of Mayco Plastics, is an
investment firm that acquires companies and helps them grow their
business in order to increase shareholder value.  Mayco and
Stonebridge filed for chapter 11 protection on Sept. 12, 2006
(Bankr. E.D. Mich. Case Nos. 06-52727 & 06-52743).  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $50 million and $100 million.


MAYCO PLASTICS: Section 341(a) Meeting Scheduled on October 23
--------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of Mayco
Plastics, Inc., and Stonebridge Industries, Inc.'s creditors at
10:00 a.m. on Oct. 23, 2006, at 211 West Fort Street Building,
Room 743 in Detroit, Michigan.

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 officer 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 Sterling Heights, Michigan Mayco Plastics, Inc.
-- http://www.mayco-mi.com/-- is an automotive supplier of
injection molded plastics.  Stonebridge Industries, Inc., the
majority shareholder and parent of Mayco Plastics, is an
investment firm that acquires companies and helps them grow their
business in order to increase shareholder value.  Mayco and
Stonebridge filed for chapter 11 protection on Sept. 12, 2006
(Bankr. E.D. Mich. Case Nos. 06-52727 & 06-52743).  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $50 million and $100 million.


MERIDIAN AUTOMOTIVE: Inks Contracts With Mazda & Daimler/Chrysler
-----------------------------------------------------------------
Meridian Automotive Systems, Inc., has entered into new contracts
for rear tail-light assemblies with Mazda Motor Corp. and
Daimler/Chrysler Corp., The Grand Rapids Press reports.

Mike Moriarty, the Company's vice president and corporate
controller, told the newspaper that the new contracts will give
Meridian new markets and new potentials.

Julie Makarewicz of The Grand Rapids Press relates that Meridian
plans to invest $4,200,000 in equipment for its 3075 Breton
Avenue plant in Kentwood City, Michigan, which will result in the
creation of at least 40 jobs within two years.  Meridian currently
employs 324 people at the site.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 39;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NE ENERGY: Moody's Assigns B1 Rating to First Lien Debt Facilities
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the first lien
credit facilities of NE Energy, Inc., which is a newly formed
entity that will acquire power generation assets from Northeast
Utilities, Inc.  The proposed first lien facilities are comprised
of a $550 million senior secured term loan B due in 2013, a
$100 million senior secured pre-funded letter of credit facility
due in 2013, and a $35 million revolving credit facility due in
2011.

Additionally, Moody's assigned a B3 rating to NEEI's proposed
second lien $170 million term loan C, which is due in 2014, six
months after the maturity of the term loan B and the pre-funded
letter of credit facility.

Moody's also assigned an SGL-3 speculative grade liquidity rating
and a B2 corporate family rating (CFR) to NEEI.  The ratings
assigned to the first lien facilities reflect both the overall
probability of default of the company, for which Moody's assigns a
PDR of B2, and loss given default ratings of LGD 3.

The rating assigned to the second lien facility reflects a PDR of
B2 and a loss given default rating of LGD 5.  The rating outlook
for NEEI is stable.

Proceeds from the term loans, along with approximately
$397 million of cash equity from Energy Capital Partners, NEEI's
private equity sponsors, will be used to finance NEEI's
acquisition of Northeast Generation Company, a 1,296 MW portfolio
of predominantly hydro generation facilities located in
Massachusetts and Connecticut, the 146 MW Mt. Tom coal-fired
generating station located in Massachusetts, and certain other
assets from NU.

NGC and the Mt. Tom generating facility will be direct
subsidiaries of NEEI.  The company intends to maintain the
existing $320 million of senior secured project bonds (Ba3, stable
outlook) at the NGC level.  The pre-funded letter of credit
facility will be utilized to provide collateral to contract
counterparties and as a reserve for debt service.  The revolving
credit facility will be used for working capital or to provide
additional collateral. With the exception of NGC, all of NEEI's
subsidiaries, including Mt. Tom and NE Energy Management, LLC, the
group's energy marketing arm, will provide upstream guarantees for
the benefit of the first and second lien obligations.

NEEI is an independent, unregulated power generation company.
The company's B2 CFR reflects several key credit challenges,
including the company's highly leveraged financial profile, as
well as the market and concentration risk associated with
Northfield Mountain, which is expected to operate on a fully
merchant basis.  These challenges are expected to be mitigated by

   * the strong operating history of the assets;

   * the competitive nature of the portfolio and in particular
     the relatively unique characteristics of the Northfield
     Mountain pumped storage hydro facility, which should enable
     it to compete effectively in a merchant environment;

   * the new Forward Capacity Market framework in NEPOOL, which
     is expected to result in a significant increase in capacity
     revenue across NEEI's asset base; and,

   * the hedging of the output of Mt. Tom and NGC's run-of-river
     and conventional hydro generating units, which is expected
     provide additional cash flow stability.

NEEI is expected to be highly leveraged, with funded term debt of
$721 / kW and an initial debt to EBITDA ratio of 8.5x in the first
quarter of operations before the commencement of transition
capacity payments.  Over the next three years, average
consolidated funds from operation to debt coverage is also
expected to be relatively low, at 7%.  This financial profile is
consistent with other merchant generation companies with a CFR in
the B category and first lien debt at the B1 level.

NEEI's performance is also expected to be highly dependent on
Northfield Mountain, which represents 75% of the company's total
MW capacity and over 50% of its expected gross margins, including
capacity payments.  This asset concentration risk is somewhat
offset by Northfield Mountain's strong operating history and the
strong operating history of NGC's other hydro assets and Mt. Tom,
which have demonstrated high availability factors over the past
few years.  The existing operating staff will be retained by the
new owners.  Assuming continued on-going maintenance, we would
expect operating experience to continue to be relatively
predictable and to contribute to cash flow stability.

Additionally, NEEI's flexible, low cost conventional hydro, run-
of-river hydro, and coal assets are well-positioned to compete in
the NEPOOL market, where gas-fired generation is on the margin
approximately 86% of the time.  Northfield Mountain is also well-
positioned to compete in NEPOOL, with the ability to generate
attractive margins based on the spread between peak hour
electricity prices and off-peak pumping costs.

Also, Northfield Mountain's ability to respond quickly to
volatility in energy prices should allow it to capture some
extrinsic value and garner significant ancillary services revenue
that is generally not available to other types of generating
stations, which have longer start-up times and are not designed to
ramp up and down quickly.  Northfield Mountain's sustainable
competitive advantages are very important, given NEEI's intention
to run the plant on a 100% merchant basis.

A key stabilizing factor for the company's financial profile is
the new FCM framework, NEEI's generating stations are expected to
receive significantly higher capacity payments than in previous
years.  Over the next three and a half years, the amount of these
payments is expected to start at $3.05 / kW-month and to increase
to $4.10 / kW-month as per the transition agreement.  In 2010,
prices will be set by auction, with a floor set at 60% of the Cost
of New Entry for the first year.  Although the evolution of future
capacity payments thereafter is uncertain, reasonable scenarios
indicate that capacity payments should provide NEEI with a base of
relatively stable revenue.

Over the next five years, NEEI has also hedged the output of Mt.
Tom and NGC's conventional and run-of-river hydro facilities with
investment grade counterparties.  This is expected to generate an
average of $80 million per year of stable gross margin.  Together
with capacity revenue, approximately 65% of NEEI's gross margins
are expected to be from relatively stable sources.

The B1 rating of the first lien senior secured credit facilities
reflects an LGD 3 loss given default assessment as these
facilities are secured by a pledge of NGC's stock and all of the
company's other assets and there is a significant amount of funded
second-lien debt.  The B3 rating of the second-lien facility
reflects an LGD 5 loss given default assessment given that it is
contractually subordinated to the first-lien creditors and is
structurally subordinated to NGC's bondholders.

These are the ratings assigned:

   * Corporate family rating B2;

   * Probability-of-default rating B2;

   * $550 million first lien senior secured term loan B due in
     2013 at B1 (LGD 3, 42%)

   * $100 million first lien senior secured revolver due in 2013
     at B1 (LGD 3, 42%)

   * $35 million first lien senior secured revolver due in August
     2011 at B1 (LGD 3, 42%)

   * $170 million second lien senior secured term loan C due in
     2014 at B3 (LGD 5, 76%)

NE Energy, Inc. is a newly formed entity that will acquire power
generation assets located in Massachusetts and Connecticut from
Northeast Utilities, Inc.  The company is expected to be
headquartered near Hartford, Connecticut.


NORTHWEST AIRLINES: Section 1110(b) Period for 3 Aircraft Extended
------------------------------------------------------------------
In a stipulation, Northwest Airlines, Inc., and its debtor-
affiliates' and U.S. Bank National Association, as security
trustee, agree to extend the Section 1110 Period with respect to
aircraft with Tail Nos. N591NW, N592NW, and N593NW, until the
earlier of:

    -- the date on which the Debtors fail to satisfy these
       conditions:

       a. maintain, use and insure the Aircraft in compliance
          with the Aircraft Agreements;

       b. not permit any encumbrance on the Aircraft constituted
          in the Aircraft Agreements;

       c. not remove any parts or swap engines, except as
          provided for in the Aircraft Agreements and to the
          extent necessary in the ordinary course of maintenance
          of that Aircraft or to the extent necessary to return
          and surrender all of that Aircraft in meeting the
          "return and surrender" provisions of Section 1110(c)(1)
          of the Bankruptcy Code;

       d. maintain the registration of the Aircraft in the
          United States;

       e. not reject the Aircraft Agreements or any leases
          governing the use of the Aircraft, or abandon the
          Aircraft, without the consent of the Aircraft Creditor;

       f. not lease or sub-lease any of the Aircraft; and

       g. provide access to all maintenance records related to
          the Aircraft on request and not make the Aircraft
          available for inspection by the Aircraft Creditor as
          permitted by the Aircraft Agreements on reasonable
          advance notice;

    -- the failure of the Debtors to pay $300,000 per month per
       Aircraft for the period from September 16 to October 15,
       2006; and

    -- 11:59 p.m., New York time on October 15, 2006.

                 About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWEST AIRLINES: Inks Stipulation with Denver to Set Off Debt
----------------------------------------------------------------
The City and County of Denver, as the owner and operator of the
Denver International Airport, and Northwest Airlines, Inc., are
parties to:

   (i) an Airport Use and Facilities Lease Agreement dated
       May 24, 2005; and

  (ii) an Airline Cargo Facilities Lease Agreement dated June 19,
       2001.

When the Debtors filed for bankruptcy, NWA owed Denver $518,446
for its prepetition obligations under the Agreements.

Pursuant to the terms of the Agreements Northwest:

   (a) continues to accrue obligations to Denver for postpetition
       payment of rent, landing fees and other amounts;

   (b) is entitled to credits issued by Denver in the ordinary
       course of business relating to Northwest's operations
       before the Petition Date; and

   (c) Northwest may apply the Prepetition Credits against
       rentals, fees and charges under the DIA Agreements.

Northwest and Denver have determined that, as of the Debtors'
bankruptcy filing, Northwest was entitled to $1,410,884
Prepetition Credits.

When the Debtors filed for bankruptcy, Denver was automatically
stayed from setting off any of the Prepetition Credits against the
Prepetition Debt.

In a stipulation, the parties agree to lift the automatic stay to
exercise Denver's right to set off Northwest's $518,446
Prepetition Debt to Denver against the $1,410,884 Prepetition
Credits.

The parties agree that the set-off is in full and final
satisfaction of any and all prepetition claims held by
Southernaire against the Northwest relating to the Agreement.

The parties further agree that Denver will apply the remaining
credits of $892,438 and any credits relating to the Debtors'
operations on and after the Petition Date owed to Northwest in
accordance with the Agreements consistent with Sections 363 and
365(d)(3) of the Bankruptcy Code.

Denver specifically reserves the right to file claims for:

   (a) taxes;

   (b) amounts owed, if any, by other Debtor entities;

   (c) damages, if any, arising from any rejection of the
       Agreements; and

   (d) any other obligation incurred by Debtors not specifically
       included in the Prepetition Debt.

                 About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NOVELL INC: Wells Fargo Issues Default Notice
---------------------------------------------
Novell, Inc., has received a letter from Wells Fargo Bank, N.A.,
the trustee with respect to company's $600 million 0.50%
convertible senior debentures due 2024, which asserts that Novell
is in default under the indenture because of the delay in filing
its Form 10-Q for the period ended July 31, 2006.

The letter states that this asserted default will not become an
"event of default" under the indenture if the company cures the
default within 60 days after the date of the notice.

Novell says the default is invalid and without merit and asserts
that it has not failed to perform its obligations under the
indenture.  Novell's indenture requires that it provide the
trustee copies of all SEC filings within 15 days after such
filings are actually made.  Novell says it will comply with this
requirement by providing the Form 10-Q for the period ended July
31, 2006 to the trustee after filing it with the SEC.

In the event the above-mentioned notice of default is not invalid,
and in the event such default were to mature into an event of
default under the indenture, the trustee or the holders of at
least 25% in aggregate outstanding principal amount of debentures
may accelerate the maturity of the debentures.

In addition, Novell also received a staff determination notice
from the NASDAQ Stock Market stating that the company's common
stock is subject to delisting from the NASDAQ Stock Market.  The
notice was issued in accordance with standard NASDAQ procedures as
a result of the delayed filing of Novell's quarterly report on
Form 10-Q for the period ended July 31, 2006.  Timely filing of
periodic reports is a requirement for continued listing under
NASDAQ marketplace rule 4310(c)(14).

The late filing resulted from Novell's previously announced
voluntary review by its audit committee of Novell's historical
stock-based compensation practices.  The company intends to file
its quarterly report on Form 10-Q for the period ended July 31,
2006 as soon as practicable after the audit committee's review is
concluded.

                          About Novell

Novell, Inc. -- http://www.novell.com/-- delivers Software for
the Open Enterprise.  With more than 50,000 customers in 43
countries, Novell helps customers manage, simplify, secure and
integrate their technology environments by leveraging best-of-
breed, open standards-based software.


OHIO CHINA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ohio China & Equipment Wholesale Co. LLC
        aka Ohio China
        1620 30th Street Northeast
        Canton, OH 44714
        Tel: (330) 455-9444

Bankruptcy Case No.: 06-61868

Type of Business: The Debtor manufactures food handling equipment
                  and supplies.

Chapter 11 Petition Date: September 26, 2006

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Anthony J. DeGirolamo, Esq.
                  116 Cleveland Avenue Northwest, Suite 625
                  Canton, OH 44702
                  Tel: (330) 588-9700
                  Fax: (330) 588-9713

Total Assets: $0

Total Debts:  $1,395,431

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Stark Development Board                    $250,000
116 Cleveland Avenue Northwest
Suite 600
Canton, OH 44720

Citibank Advantage World                    $78,486
P.O. Box 6062
Sioux Falls, SD 57117

Rational Cooking Systems                    $52,015
455 East State Parkway
Schaumburg, IL 60173

Larosa Refrigerator                         $38,300
19191 Filer Avenue
Detroit, MI 48234

Bank of America Visa                        $34,303
P.O. Box 53114
Phoenix, AZ 85072-3114

Oneida Ltd.                                 $28,541

Ryan Refrigeration Sales                    $12,886

Jackson & Associates                        $12,612

Kool Star/Three Star Refrigeration           $9,549

Syracuse China Corp.                         $9,031

Jade Range                                   $8,518

Specialty Equipment Sales Co.                $8,024

Supreme Metal                                $6,877

Duke                                         $6,381

Admiral Craft Equipment Corp.                $5,745

Vollrath Comp.                               $5,441

Carlisle Foodservice Pro.                    $5,310

Stinnett, Padrutt & Aranyosi Co.             $4,360

Sunkist Growers                              $4,276

Anchor Glass Co.                             $3,624


ORIGEN FINANCIAL: Losses Cue Moody's to Review Ratings
------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the ratings on two mezzanine certificates from Origen's
2001-A Manufactured Housing securitization.  The loans were
originated and are serviced by Origen Financial, Inc.

Moody's previously downgraded several senior, mezzanine and
subordinate certificates from Origen's manufacturing housing
securitizations in Sept. 2004 and in March 2005.  The current
action is prompted by the continued weaker-than anticipated
performance of the pool, as reflected by the high level of
cumulative losses and repossessions and erosion of credit support.
Loss severities for the past six months on liquidated collateral
averaged approximately 86%.  Since losses have exceeded the
available amount of excess spread, the overcollateralization has
been completely eroded.  As a result, the B Certificates have been
completely written down and the M-2 Certificates are currently
realizing losses.  The rating action reflects the fact that the M-
1 Certificates are expected to incur losses in the future.

These are the complete rating actions:

   * Issuer: Origen Manufactured Housing Contract
     Senior/Subordinate Asset-Backed Certificates, Series 2001-A

     -- Class M-1 Certificates, current rating B1, under review
        for possible downgrade

     -- Class M-2 Certificates, current rating Ca, under review
        for possible downgrade

Origen is a Delaware limited liability company with its
headquarters in Southfield, Michigan.  The company is primarily
engaged in the business of underwriting, originating and servicing
manufactured housing contracts.


OVERSEAS SHIPHOLDING: Acquires Maritrans for $455 Million
---------------------------------------------------------
Overseas Shipholding Group, Inc., and Maritrans, Inc., entered
into a definitive merger agreement pursuant to which the Company
will acquire Maritrans Inc.

Under the terms of the merger agreement, unanimously approved by
the Boards of Directors of each company, the Company will acquire
Maritrans in an all-cash transaction for $37.50 per share.  The
transaction is valued at approximately $455 million based on
approximately 12 million shares outstanding and the assumption of
net debt outstanding as of June 30, 2006.  The Company will
finance the acquisition through a combination of available cash
and borrowings under existing credit facilities.  The transaction
is expected to be immediately accretive to the Company's earnings
per share, before considering any transaction synergies.

The Company disclosed that the transaction combines two fleets
with complementary strengths in different trade routes and
diversifies the Company's U.S. Flag presence with the ability to
offer expanded services to current and future customers of both
companies.  The addition of Maritrans' fleet of 11 articulated tug
barges, five product carriers, two of which have been redeployed
to transport grain, and three large ATBs under construction will
complement the Company's U.S. Flag fleet of seven operating
vessels and 10 newbuild product carriers.  The combination will
expand the Company's market presence in the U.S. Gulf coast,
Florida and East coast trades and add lightering operations along
the U.S. East coast.  It is expected that Maritrans' vessel
construction program, which involves ATBs to be used in lightering
operations, will allow the Company to use a substantial portion of
its Capital Construction Fund.

"The strategic fit of Maritrans within OSG's diversified portfolio
of assets will broaden our service offerings to customers in the
Jones Act market," Morten Arntzen, president and chief executive
officer, said.  "Additionally, the lightering business in Delaware
Bay and the addition of new customers in the complementary ATB
Gulf of Mexico and Florida short-haul trade, will contribute
meaningfully to our contractual base of business.  Most
importantly, however, are Maritrans' strong commercial reputation
and its team of talented personnel which, when combined with our
U.S. Flag operation, will give us the platform to support our 10
Jones Act product carrier newbuilds, as well as future growth
opportunities in U.S. coastal trades."

The transaction, which is expected to close by year-end 2006, is
subject to approval by a majority of Maritrans' shareholders and
other customary closing conditions, including regulatory
approvals.  Upon completion, the U.S. Flag strategic business unit
will operate its combined fleet from Maritrans' headquarters in
Tampa, Florida and will report to Jonathan P. Whitworth as Senior
Vice President of the Company.

UBS Investment Bank is acting as the Company's sole financial
advisor and Cravath, Swaine & Moore LLP is acting as lead legal
counsel.  Merrill Lynch & Co is acting as Maritrans' financial
advisor and Morgan, Lewis & Bockius LLP is acting as legal
counsel.

                        About Maritrans

Headquartered in Tampa, Florida, Maritrans Inc., (NYSE: TUG)
-- http://www.maritrans.com/-- is a U.S.-based company with a
78-year commitment to building and operating petroleum transport
vessels for the U.S. domestic trades.  Maritrans employs a fleet
of 11 ATBs, five product carriers, two of which have been
redeployed to transport non-petroleum cargoes, and three large
ATBs under construction.  Approximately 75% of the Company's oil
carrying fleet capacity is double-hulled with a fleet capacity
aggregating approximately 3.4 million barrels, 79% of which is
barge capacity. Maritrans maintains an office in the Philadelphia
area.

              About Overseas Shipholding Group, Inc.

Overseas Shipholding Group, Inc. (NYSE:OSG) -- http://www.osg.com/
-- is a publicly traded tanker companies in the world with an
owned, operated and newbuild fleet of 117 vessels, aggregating
13.0 million dwt and 865,000 cbm, as of June 30, 2006.  As a
market leader in global energy transportation services for crude
oil and petroleum products in the U.S. and International Flag
markets, the Company is committed to setting high standards of
excellence for its quality, safety and environmental programs.
OSG is recognized as one of the world's most customer-focused
marine transportation companies, with offices in New York, Athens,
London, Newcastle and Singapore.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2006,
Moody's Investors Service affirmed the debt ratings of Overseas
Shipholding Group, Inc.'s Senior Unsecured at Ba1.  The outlook
has been changed to stable from negative.


OVERSEAS SHIPHOLDING: Maritrans Merger Cues S&P to Affirm Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Overseas Shipholding Group Inc., including the 'BB+' corporate
credit rating.  The outlook is stable.

The affirmation follows the company's announcement that it will
acquire Maritrans Inc., a U.S. flag crude oil and petroleum
products shipping company.  The transaction cost will be
approximately $450 million and OSG is expected to fund a majority
with cash on hand (as of June 30, 2006, the company had over $170
million in cash).  The transaction is not expected to close until
the end of 2006.

Maritrans operates one of the largest fleets of double-hulled
vessels serving the East Coast and U.S. Gulf Coasts' as of
September 2006, the company's fleet consists of 19 product
carriers and articulated tug barges.

The acquisition is expected to enhance OSG's Jones Act market
position.  Although the transaction is sizable, OSG's solid cash
flow, as a result of healthy tanker rates, continues to help the
company's financial profile.

"Ratings on OSG reflect the company's participation in the
volatile, highly fragmented, capital-intensive bulk ocean shipping
industry, and active fleet growth," said Standard & Poor's credit
analyst Eric Ballantine.

Positive rating factors include the company's position as a
leading operator of tankers and good liquidity.  The industry,
especially the tanker segment, is characterized by fragmented
ownership, economic sensitivity, and expensive, long-lived assets,
which lead to volatile pricing swings from modest changes in
supply-demand balances.

New York, N.Y.-based OSG's operating fleet consists of 91 vessels
as of June 2006.  The company's vessels are relatively new due to
an ongoing fleet renewal program, which has replaced older,
typically single-hull vessels, with newer double-hulled vessels
that meet more stringent environmental regulations being phased
in.  The company participates in commercial pools with other
owners of modern vessels to provide additional flexibility and
high levels of service to customers, while providing scheduling
efficiencies to the overall pool.

The relatively robust tanker rate environment and increased
proportion of revenues from fixed-rate contracts should enable the
company to maintain its credit profile.  The outlook assumes some
improvement in leverage as the company reduces debt, even if
tanker rates moderate somewhat from current levels.

The outlook could be changed to negative or the ratings lowered if
OSG debt-finances another large acquisition or tanker rates
reverse course significantly.  Standard & Poor's believes an
outlook change to positive or ratings upgrade is not likely in the
near term.


PANAVISION INC: $30MM Loan Increase Cues S&P to Affirm B- Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on the senior secured first-lien bank facility of
Panavision Inc. (B-/Stable/--), following the announcement that
the company will increase the add-on portion of its first-lien
term loan by $30 million.

Pro forma for the increased add-on, the facility will consist of a
$224.5 million term loan and a $35 million revolving credit
facility, both due in 2011.

The secured loan rating is 'B', one notch above the 'B-' corporate
credit rating, and the recovery rating is '1', indicating the
expectation for full recovery of principal in the event of a
payment default.

A portion of the proceeds from the first-lien term loan add-on
will be used to acquire a camera-rental company and to repay
borrowings on the company's revolving credit facility.

At closing, the $115 million second-lien term loan will remain
rated 'CCC', two notches below the corporate credit rating.  This
and the recovery rating of '5' indicate expectations of negligible
(0%-25%) recovery of principal in the event of a payment default.

Ratings Affirmed:

  Panavision Inc.:

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

    * $259.5 Mil First-Lien Credit Facility: B
      (Recovery Rating: 1)

    * $115 Mil Second-Lien Term Loan: CCC
      (Recovery Rating: 5)


PEP BOYS: Moody's Assigns Ba3 Rating to New $320MM Debt Facility
----------------------------------------------------------------
Moody's Investors Service took a number of rating actions in
relation to The Pep Boys - Manny, Moe & Jack:

   * assigned a Ba3 rating to Pep Boys' Inc.'s new $320 million
     senior secured credit facility;

   * affirmed the B1 corporate family rating; and,

   * applied Moody's new Probability of Default and Loss Given
     Default rating methodology to all of the company's long term
     ratings.

The outlook on all ratings remains negative.

These ratings were assigned:

   * Probability of default rating at B1

   * $320 million senior secured credit facility due 2011 at Ba3
     (LGD 2, 29%).

These ratings were affirmed:

   * Corporate family rating at B1

   * $200 million senior subordinated notes due 2014 at B3 (LGD
     5, 82%).

   * $200 million senior secured credit facility at Ba2 (LGD 2,
     24%) (to be withdrawn at closing of the new term loan).

   * Medium Term Notes at B2 (LGD 4, 61%)

This rating was downgraded

   * $119 million senior guaranteed unsecured convertible notes
     due 2007 to B2 (LGD 4, 61%) from B1 (to be withdrawn upon
     closing of the new term loan)

Pep Boys' B1 corporate family rating combines a franchise that has
many Ba qualitative characteristics with credit metrics that for
the LTM period ended July 31, 2006 remain weak due to the poor
second half 2005 performance.  This includes debt/EBITDA of 7.2
times for the LTM period, although it does reflect improvement for
the first half of 2006, with debt/EBITDA on a run-rate for the
year of around 6 times.  Moody's expects metrics to improve and be
more consistent with its existing rating by the end of the first
quarter of 2007, with debt/EBITDA to be maintained below 6x
beginning with that period.  The company's ability to improve its
credit metrics in the near term is a key rating factor.

The assignment of Ba3 ratings on the new $320 million senior
secured facility, as well as the rating actions taken in relation
to its various debt securities, reflects Moody's new methodology
for assigning ratings to individual securities and bank facilities
rather than a change in the characteristics of any debt security
or bank facility or in the company's fundamental credit profile.

Proceeds of the new $320 million senior secured facility will be
used to repay the existing $200 million senior secured credit
facility and existing $119 million in convertible notes that
mature in June 2007.  The new facility has a collateral package
consisting of a pool of mortgaged properties with an advance rate
representing 50% of loan to appraised value of the pool.  Release
and replacement provisions are conservative, ensuring that the
pool will remain "in balance" with this 50% construct.

Moody's has applied its new Probability-of-Default and Loss-Given-
Default rating methodology to Pep Boys.  Moody's current long-term
credit ratings are opinions about expected credit loss which
incorporate both the likelihood of default and the expected loss
in the event of default.  The LGD rating methodology disaggregates
these two key assessments in long-term ratings.  The LGD rating
methodology also enhances the consistency in Moody's notching
practices across industries and improves the transparency and
accuracy of our ratings as our research has shown that credit
losses on bank loans tended to be lower than those for similarly
rated bonds.

Probability of default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues-loans, bond, and preferred stock.  Moody's opinion of
expected loss are expressed as a percent of principal and accrued
interest at the resolution of the default, with assessments
ranging from LGD1 (loss anticipated to be 0%-9%) to LGD6 (loss
anticipated to be 90%-100%).

The negative outlook reflects the challenges that remain for Pep
Boys to successfully complete its transformation, and credit
metrics that are very weak for the B1 category.

Given the negative outlook, upward rating momentum is unlikely. A
stable outlook could result if Pep Boys can reduce leverage to a
sustainable level of less than 6 times and continue to generate
positive free cash flow.  A downgrade could result if it appears
evident that leverage will not reduce to below 6 times by the end
of the first quarter of 2007.

Headquartered in Philadelphia, Pennsylvania, The Pep Boys - Manny,
Moe & Jack operate about 593 stores in 36 states and Puerto Rico
with annual revenues of approximately $2.3 billion.


PETCO ANIMAL: Moody's Cuts Corporate Family Rating to B2
--------------------------------------------------------
Moody's Investors Service rated the proposed $650 million secured
term loan of PETCO Animal Supplies, Inc at Ba3 and downgraded the
corporate family rating to B2.  The rating for the secured term
loan reflects both the overall probability of default of the
company, to which Moody's assigned a PDR of B2, and a loss given
default of LGD 2 for the secured term loan.

Moody's did not rate the proposed $200 million secured revolving
credit facility or the proposed $500 million subordinated
mezzanine notes.  Proceeds from the new debt, together with
incremental equity investment from the new owners Texas Pacific
and Leonard Green, will be used to finance the leveraged buyout of
the company for total consideration of about $1.9 billion.

The rating on the existing $89 million issue of 10.75% senior
subordinated notes (2011) will be withdrawn following completion
of this transaction.  The rating outlook is stable.

Ratings assigned:

   * Probability-of-default rating at B2;

   * $650 million senior secured term loan at Ba3 (LGD 2, 29% LGD
     rate);

Ratings lowered:

   * Corporate family rating to B2 from Ba2.

This rating remains under review for possible downgrade:

   * $ 89 million 10.75% senior subordinated notes (2011) of B1.

The corporate family rating assignment of B2 balances important
credit metrics with key qualitative considerations.  The weak
post-transaction balance sheet, in which credit metrics such as
leverage, fixed charge coverage, and free cash flow will have B or
Caa characteristics, constrain the ratings.  Also limiting the
rating with a B attribute is the company's financial policy in
which PETCO is expected to continue substantially investing in
store count growth, after the marked reduction of forward
financial flexibility resulting from the LBO.  While recognizing
the limited cyclicality and seasonality for sales of pet care
goods and services versus many other specialty retailing products,
the meaningful deceleration in sales growth during the 2nd half of
calendar 2005 restricts Moody's opinion of execution and
competitive risks to low investment grade or high non-investment
grade.

The stable outlook anticipates that the company will steadily grow
revenue and cash flow, and modestly improve credit metrics. All
credit ratios herein capitalize operating leases per Moody's
standard analytical adjustments.  The outlook also considers
Moody's expectation that the company's policy with respect to uses
of discretionary cash flow will be measured and, if operating
results fall below plan, the company will maintain solid liquidity
through moderation of planned growth capital investment.

Ratings could eventually move upward if the company continues the
historical pattern of consistent sales growth at new and existing
stores; and if financial flexibility sustainably strengthens such
that EBIT coverage of interest expense approaches 1.5 times,
leverage falls toward 5.5 times, and Free Cash to Debt approaches
5% on a sustainable basis.

A permanent decline in revolving credit facility availability, a
slowdown in the growth pace for pet care spending, or an
aggressive financial policy action could cause the ratings to be
lowered. Specifically, ratings would to be lowered if operating
performance falters such that debt to EBITDA is permanently above
7 times, EBIT to interest expense falls below 1 time, or free cash
flow to debt does not become meaningfully positive.

Moody's has applied its new Probability-of-Default and Loss-Given-
Default rating methodology to PETCO.  Moody's current long-term
credit ratings are opinions about expected credit loss which
incorporate both the likelihood of default and the expected loss
in the event of default.  The LGD rating methodology disaggregates
these two key assessments in long-term ratings.  The LGD rating
methodology also enhances the consistency in Moody's notching
practices across industries and improves the transparency and
accuracy of our ratings as our research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% - 9%) to
LGD6 (loss anticipated to be 90% - 100%).

PETCO Animal Supplies, Inc, with headquarters in San Diego,
California, is a specialty retailer of premium supplies, food, and
services for household pets.  The company currently operates 817
stores in 49 states. Revenue for the twelve months ending July 29,
2006 was about $2.1 billion.


PETCO ANIMAL: Increased Financial Risk Cues S&P to Lower Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on PETCO
Animal Supplies Inc., including lowering the corporate credit
rating to 'B' from 'BB'.

All ratings are removed from CreditWatch, where they were placed
with negative implications on July 14, 2006.  The outlook is
negative.

The company has $200 million of rated debt.

At the same time, Standard & Poor's assigned bank loan and
recovery ratings to PETCO's $650 million term loan due 2013.  The
term loan is rated 'B', the same as the corporate credit rating,
with a recovery rating of '2', indicating the expectation of
substantial (80%-100%) recovery of principal in the event of a
payment default.

The proceeds of the term loan, from $500 million of mezzanine
notes (unrated) and about $774 million in equity contribution from
Leonard Green & Partners L.P., Texas Pacific Group, and PETCO's
management, will be used to fund the leveraged acquisition of
PETCO and the repayment of existing indebtedness.

On July 14, 2006, PETCO announced that it had entered into a
merger agreement with affiliates of Leonard Green and TPG in a
transaction valued at approximately $1.9 billion.

"The downgrade reflects a significant increase in financial risk
following the LBO of the company," said Standard & Poor's credit
analyst Robert Lichtenstein.

The ratings on PETCO reflect its:

   * highly leveraged pro forma capital structure;

   * thin cash flow protection measures;

   * participation in the highly competitive and fragmented pet
     supplies retailing industry;

   * the vulnerability of its customers to changes in disposable
     income; and

   * an aggressive growth plan.


PLIANT CORP: S&P Assigns CCC Rating to $250 Million Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Schaumburg, Illinois-based Pliant Corp.  The
outlook is stable.

At the same time, Standard & Poor's assigned its 'B-' rating and a
recovery rating of '3' to the company's $292 million senior
secured notes due 2009.  The '3' recovery rating indicates
Standard & Poor's expectation of meaningful (50%-80%) recovery of
principal (including accreted interest until 2009) in the event of
a payment default.

Standard & Poor's also assigned a 'CCC' rating and a recovery
rating of '5' to Pliant's $250 million senior secured second-lien
notes due 2009, which are secured on a second-priority lien basis
by all assets of the company.  These ratings indicate an
expectation of negligible recovery of principal (0%-25%) in the
event of a payment default.

The second-lien notes are rated two notches below the corporate
credit rating in view of the shared collateral supporting the
company's substantial priority debt obligations, and the
relatively disadvantaged position of the noteholders vis-a-vis the
priority debt.

Following the company's emergence from bankruptcy in July 2006,
total debt outstanding was about $725 million.

"The ratings reflect Pliant's highly leveraged financial profile
incorporating weak credit measures, limited liquidity, and
significant refinancing risk, which overshadow its vulnerable
business position in the plastic film and flexible-packaging
segments," said Standard & Poor's credit analyst Liley Mehta.

With annual revenues of about $1.2 billion, Pliant is primarily a
North American producer of extruded film and flexible-packaging
products for food, personal care, medical, industrial, and
agricultural markets.  The films and flexible packaging industry
is highly fragmented and competition is intense, stemming from
direct competitors, customer in-sourcing, and substitute products.


PLY GEM: Acquires Alcoa Home Exteriors in $305 Million Deal
-----------------------------------------------------------
Ply Gem Industries, Inc. and its private equity sponsor, Caxton-
Iseman Capital, Inc., disclosed that Ply Gem has entered into a
definitive agreement to acquire Alcoa Home Exteriors, Inc., from
Alcoa, Inc., in a cash transaction valued at approximately
$305 million.

Alcoa Home Exteriors, Inc. is a leading manufacturer of vinyl
siding, aluminum siding, injection-molded shutters and vinyl,
aluminum and injection molded accessories.

The acquisition is expected to be financed through a combination
of debt and cash on hand.  Ply Gem expects to amend its existing
credit facilities to provide for additional term loans, which will
represent the debt portion of the acquisition financing.
Completion of the transaction, which is expected to occur in the
fourth quarter of 2006, is subject to customary closing
conditions.

Lee D. Meyer, President and Chief Executive Officer of Ply Gem,
said, "We expect the addition of Alcoa Home Exteriors to Ply Gem's
portfolio will enable us to capitalize on attractive market
opportunities and provide us a strong platform to fully serve all
channels of the vinyl siding market.  Alcoa Home Exteriors'
products are extremely well respected in the market place with a
significant weighting towards the remodeling market.
Additionally, we will capitalize on a number of synergistic
opportunities."

Robert A. Ferris, a Managing Director of Caxton-Iseman Capital,
said, "The acquisition of Alcoa Home Exteriors and its great
product line presents Ply Gem with exciting new opportunities.
Since we acquired Ply Gem in 2004, we have been very pleased by
the company's performance and growth trajectory.  We look forward
to working with Ply Gem's management team to continue building the
value of the business."

                      About Caxton-Iseman

Caxton-Iseman Capital, Inc., is a New York-based private equity
firm. In addition to Ply Gem, its portfolio companies include
Buffets Inc., a leading owner and operator of buffet-style
restaurants; Electrograph Systems, Inc., a leading national value-
added distributor of display technology solutions; and Prodigy
Health Group, Inc., a heath care service company.  Caxton-Iseman's
investment vehicles have available capital in excess of
$2 billion.

                         About Ply Gem

Ply Gem Industries -- http://www.plygem.com/-- headquartered in
Kearney, Miss., manufactures and markets a range of products for
use in the residential new construction, do-it-yourself and
professional renovation markets.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Kearney, Missouri-based
siding and window manufacturer Ply Gem Industries Inc. on
CreditWatch with negative implications.


PLY GEM: Names Gary Robinette as President and CEO
--------------------------------------------------
Ply Gem Industries, Inc., has named Gary Robinette as the
company's President and Chief Executive Officer, effective
Oct. 2, 2006.

Mr. Robinette most recently served as Executive Vice President of
Operations of Stock Building Supply, a leading supplier of
building materials and services to professional contractors, and
was a member of the North American management board of Wolseley
plc, SBS's parent company.  A 25-year veteran of the building
supply industry, he succeeds Lee D. Meyer who announced previously
that he would retire upon the selection of a new CEO.

During his eighteen-year tenure with SBS and its predecessor
companies, Mr. Robinette was one of the leaders of the company's
exponential growth during that period.  At the time Mr. Robinette
joined SBS, it operated seven stores in North Carolina generating
$100 million in sales.  As a result of significant organic growth
and strategic acquisitions, SBS today operates 314 stores in 33
states with annual sales of more than $5 billion.

Robert A. Ferris, a Managing Director of Caxton-Iseman Capital
Inc., Ply Gem's majority shareholder, said: "Gary Robinette is one
of the outstanding professionals in the building supply industry
and we are pleased to welcome him as Ply Gem's new CEO.  Gary has
demonstrated vision for developing organizations, and has a long
track record of driving significant growth and outstanding
performance.  He is a great leader and team builder who is
particularly distinguished in areas that are critical to Ply Gem's
continued success such as new business development, acquisitions
and cost containment.  We are confident that Ply Gem will continue
to grow profitably and further strengthen its commitment to its
customers under Gary's leadership.

"We thank Lee Meyer for driving the development of Ply Gem's
leadership positions in its markets, and wish him success and
enjoyment in his retirement," Mr. Ferris concluded.

Mr. Robinette said: "It is an honor to become CEO of Ply Gem at
this exciting time for the company and the building supply
industry.  I have known Ply Gem as a business partner for many
years and have great respect for its brands, people and the
quality of its operations. The company has grown impressively in
recent years and I look forward to working with my new colleagues,
as well as our partners at Caxton-Iseman, to capitalize on the
many attractive growth opportunities available to us."

Mr. Robinette joined Carolina Builders Corporation, a predecessor
to SBS, as Chief Financial Officer in 1988, and in 1993 was named
President of ERB Lumber Company, another predecessor company.  He
assumed his most recent responsibilities in 1998.  From 1980 to
1988, Mr. Robinette served as Chief Financial Officer of Mutual
Manufacturing and Supply, a fabricator of specialty industrial
pipe valves and fittings.  Earlier in his career he served in
various capacities with Cindus Corporation, Avon Products and
Procter & Gamble.  Mr. Robinette received a BS in accounting from
Tiffin University, where he is a member of the Board of Trustees,
and a MBA from Xavier University, where he is a member of the
President's Advisory Board. He is also an advisory board member of
Harvard University's Joint Center for Housing.

                         About Ply Gem

Ply Gem Industries -- http://www.plygem.com/-- headquartered in
Kearney, Miss., manufactures and markets a range of products for
use in the residential new construction, do-it-yourself and
professional renovation markets.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Kearney, Missouri-based
siding and window manufacturer Ply Gem Industries Inc. on
CreditWatch with negative implications.


POINT NORTH: Granted Creditor Protection Under CCAA by Court
------------------------------------------------------------
The Court of Queen's Bench of Alberta granted an initial order to
Point North Energy Ltd. under the Companies' Creditors Arrangement
Act.

In connection with the Corporation's CCAA proceedings, the Court
has authorized Point North to enter into an agreement with Echo
Merchant Fund to secure up to $1.5 million of secured debtor-in-
possession financing.  The DIP Financing is expected to be
structured as a secured operating line of credit and will be used,
with Court approval, by the Corporation for working capital
purposes to complete the restructuring under the CCAA.  The
Initial Order additionally enables Point North to prepare and
submit to its creditors one or more plans of compromise or
arrangement.

After careful consideration of all available alternatives, the
Board of Directors of Point North determined that it was in the
best interests of the Corporation to commence proceedings under
the CCAA.  During the restructuring process, Point North will
continue normal operations.  In addition, Point North will
continue to evaluate all opportunities to strengthen its balance
sheet and enhance operating cash flow, including its previously
announced pursuit of strategic alternatives with the assistance of
Sayer Energy Advisors.

                        About Point North

Point North Energy Limited (TSX:PNY) is a major participant in the
exploration and development of the natural gas potential of the
Fort Liard, Northwest Territories.  Point North is the successor
company to Purcell Energy Ltd.  It was created as the result of a
Plan of Arrangement that closed on Nov. 2, 2005.


PRESIDENT CASINOS: Equity Panel Taps Klee & Stone as Counsel
------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in
President Casinos, Inc., and its debtor-affiliates' chapter 11
cases asks the Honorable Kathy A. Surratt-States of the U.S.
Bankruptcy Court for the Eastern District of Missouri in St. Louis
for permission to retain Klee, Tuchin, Bogdanoff & Stern LLP and
Stone, Leyton & Gershman, P.C., as its reorganization counsel,
nunc pro tunc to Aug. 25, 2006.

Klee Tuchin and Stone Leyton will:

   a. advise the Equity Committee regarding matters of bankruptcy
      law and related corporate law as they relate to the Debtors'
      chapter 11 cases;

   b. represent the Equity Committee in proceedings or hearings in
      the Bankruptcy Court in accordance with its statutory right
      to appear and be heard on any issue in the Debtors' cases;

   c. advise the Equity Committee concerning the requirements of
      the Bankruptcy Code, federal and local rules relating to the
      administration of these cases, and the effect of these cases
      on the Equity Committee;

   d. advise and assist the Equity Committee in the negotiation
      and confirmation of a chapter 11 plan of reorganization; and

   e. advise and assist the Equity Committee in the investigation,
      litigation, and settlement of the Debtors' litigation with
      Columbia Sussex Corp.

In May 2006, the Ad Hoc Committee engaged Klee Tuchin and Stone
Leyton as its reorganization counsel to assist it in developing an
exit strategy and chapter 11 plan for the Debtors that would
provide the highest and best value for creditors while at the same
time preserving equity interests.  The Ad Hoc Committee dissolved
on Sept. 4, 2006.

Every reasonable effort will be made by all parties to avoid
duplication of effort and to assure that the Debtors' estates are
not disadvantaged by the joint employment of Klee Tuchin and Stone
Leyton.

The principal attorneys of Klee Tuchin who will work in this
engagement are:

   Professional                        Hourly Rate
   ------------                        -----------
   Thomas E. Patterson, Esq.               $650
   Ronn S. Davids, Esq.                    $510
   David A. Fidler, Esq.                   $460
   Brendt C. Butler, Esq.                  $405

The principal attorneys of Stone Leyton who will work in this
engagement are:

   Professional                        Hourly Rate
   ------------                        -----------
   E. Rebecca Case, Esq.                   $245
   Howard S. Smotkin, Esq.                 $225

To the best of Equity Committee's knowledge, Klee Tuchin and
Stone Leyton are disinterested as that term is defined in
Section 101(14) of the Bankruptcy Code.

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: Court Okays Saul Leonard as Gaming Consultant
----------------------------------------------------------------
The Honorable Kathy A. Surratt-States of the U.S. Bankruptcy Court
for the Eastern District of Missouri in St. Louis authorized
President Casinos, Inc., and its debtor-affiliates to employ Saul
Leonard and the firm Saul F. Leonard Company, Inc., as their
gaming consultant and expert witness.

As reported in the Troubled Company Reporter on Aug. 10, 2006,
Saul Leonard will assist in the evaluation of gaming issues
presented in the preparation and litigation of the adversary
proceeding pending against Columbia Sussex Corporation and Wimar
Tahoe Corporation.

Saul Leonard will:

   a) assist the Debtors in evaluating the applications of the
      Defendants for gaming license in Missouri;

   b) assist the Debtors in evaluating the applications of the
      Defendants for gaming license in jurisdiction other than
      Missouri;

   c) assist the Debtors in evaluating the gaming operation of the
      Defendants in jurisdiction other than Missouri and the
      potential purchase of additional gaming operation by
      Defendants;

   d) prepare an expert report on the impact of the Missouri
      Gaming Commission's investigation of the Defendants on the
      Defendants' gaming operation; and

   e) testify at depositions and at trial on the issues relating
      to gaming regulation and the impact of the Missouri Gaming
      Commission investigation of the Defendants on the
      Defendants' gaming operation, and, if appropriate, in
      rebuttal to any expert witness retained by Defendants.

Mr. Leonard will bill $400 per hour for his services.

Saul Leonard assured the Court that his firm is disinterested as
that term is defined in Sections 101(14) and 1107(b) of the
Bankruptcy Code.

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.  Thomas
E. Patterson, Esq., and Ronn S. Davids, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP and E. Rebecca Case, Esq., and Howard S.
Smotkin, Esq., at Stone, Leyton & Gershman, P.C., represent the
Official Committee of Equity Security Holders.


QUALITY COMMS: Trustee Can't Recover From Pact Freeing $1.4MM Debt
------------------------------------------------------------------
Randall Scherer, the trustee overseeing the liquidation of Quality
Communications Inc., filed a complaint against James Strozdas, the
Debtor's principal, and Banc One Services Corporation regarding a
stipulation offsetting the Debtor's $1,536,817 contingency fee
claim against Banc One, with Banc One's $1,451,784 claim for
unpaid debt against the Debtor.

                      Contingency Fee Dispute

The Debtor was in the business of uncovering billing errors to
help large companies save money on their telecommunication costs,
with its services paid on a contingency fee basis.

In December 2000, Banc One asked for the Debtor's services with
regards to Banc One's billings from AT&T -- its telecommunications
provider.  Banc One agreed to pay the Debtor a 15% one-time
contingency fee based on total savings.  Under the fee
arrangement, the Debtor would only be entitled to compensation if
Banc One agreed to the change and AT&T implemented the change in
its billings to Banc One.  The Debtor recommended savings
resulting in a $1,536,817 contingency fee.  Banc One accepted the
recommended savings, but AT&T did not.  The Debtor pursued its
fees.  Banc One objected.

                     Loan and Lease Agreements

In a loan agreement dated April 18, 2001, the Debtor obtained a
$1 million secured loan from Banc One.  The Debtor also leased its
computers and other office equipment under a lease agreement with
Banc One Leasing Corporation.

Subsequently, the Debtor defaulted on both agreements and on
Nov. 13, 2003, several of its creditors filed a chapter 7 petition
(Bankr. W.D. Ky. Case No. 02-34929) following the Debtor's
financial difficulties.

The Trustee wanted the stipulation set aside, contending that the
release of the Debtor's contingency fee claim was a fraudulent
transfer because the Debtor did not receive reasonably equivalent
value in exchange for that release.  The Trustee also contended
that the release was a preferential transfer because the Debtor's
employees should be first in priority under the Kentucky Wage Lien
law.

The Honorable Joan L. Cooper of the U.S. Bankruptcy Court for the
Western District of Kentucky in Louisville denied the Trustee's
request for lack of evidence.

In a decision published at 2006 WL 2297457, Judge Cooper held that
the Debtor received reasonably equivalent value under the
agreement when it was released of approximately $1,450,000 in
secured debt in exchange for a release of a "questionable, if not
worthless, contingency fee claim."

Kenneth Bohnert, Esq., Richard M. Sullivan, Esq., and Wendell L.
Jones, Esq., in West Main Street, Louisville, Kentucky, represent
the Trustee in this matter.  Banc One is represented by Dustin E.
Meek, Esq., and Phillip A. Martin, Esq., at Tachau Maddox Hovious
& Dickens PLC.  Mr. Strozdas is represented by Jan M. West, Esq.,
Jonathan D. Goldberg, Esq., and K. Gail Russell, Esq., at Goldberg
& Simpson, PSC.


READ-RITE CORP: Trustee Wants Hanson Bridgett as Special Counsel
----------------------------------------------------------------
Tevis T. Thompson, Jr., the Chapter 7 Trustee appointed in
Read-Rite Corp.'s bankruptcy case, asks the Honorable Randall J.
Newsome of the U.S. Bankruptcy Court for the Northern District of
California in Oakland for authority to employ Hanson Bridgett
Marcus Vlahos Rudy LLP as his special counsel.

In August 2006, the Court authorized the Trustee to take all steps
necessary to terminate Read-Rite's 401(k) Plan, including the
hiring of professionals.

Hanson Bridgett will:

   -- review Plan documents, all amendments for termination
      provisions, and qualification requirements;

   -- draft applicable amendments;

   -- review related documents such as Form 5500 and participant
      materials;

   -- draft necessary resolutions and actions;

   -- prepare termination resolutions and participant
      notifications;

   -- draft Form 5310 and applicable schedules; and

   -- prepare necessary documents for corrective measures.

Constance M. Hiatt, a partner at Hanson Bridgett, discloses the
Firm's hourly rates:

   Designation                       Hourly Rate
   -----------                       -----------
   Attorneys                         $250 - $475
   Paralegals                        $155 - $185
   Case Clerks                           $90

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

Headquartered in Fremont, California, Read-Rite Corp. filed for
chapter 7 liquidation on June 17, 2003 (Bankr. N.D. Calif. Case
No. 03-43576).  Katherine D. Ray, Esq,, at Goldberg, Stinnett,
Meyers and Davis represented the Debtor.  Tevis T. Thompson, Jr.,
is the appointed Chapter 7 Trustee of the Debtor.  Jeremy W. Katz,
Esq., and Matthew J. Shier, Esq., at Pinnacle Law Group represent
the Chapter 7 Trustee.


READ-RITE CORP: Trustee Wants to Make Second Interim Distribution
-----------------------------------------------------------------
Tevis T. Thompson, Jr., the Chapter 7 Trustee appointed in
Read-Rite Corp.'s bankruptcy case, asks the Honorable Randall J.
Newsome of the U.S. Bankruptcy Court for the Northern District of
California in Oakland for authority to make a second interim
distribution to creditors holding allowed claims.

The Trustee intends to distribute 25% to holders of allowed
general unsecured claims.

As of Sept. 7, 2006, the estate has approximately $39.8 million on
hand.

The Trustee believes that it is now practicable to make a second
interim distribution.  Most claims have been resolved or are in
the process of being resolved, and the Trustee knows how much
money he needs to hold back for disputed claims.

Additionally, the Trustee is in the process of terminating the
Read-Rite 401(k) Plan and is informed that the process could take
another eight months.  Creditors should not have to wait until the
final distribution can be made.

Furthermore, there are several hundred former employees with
general unsecured claims who especially have a need for money as
soon as possible.

Allowed chapter 7 administrative expense claims and prepetition
priority claims have already been paid in full, and general
unsecured claims have received a 30% distribution.

The only remaining disputed administrative claim is that of JDS
Uniphase in the amount of $421,518.27 for postpetition rent, and
the remaining disputed priority claims are those of employees in
the amount of $76,343.29.  The Trustee expects these disputed
claims to be resolved by the end of 2006.

Headquartered in Fremont, California, Read-Rite Corp. filed for
chapter 7 liquidation on June 17, 2003 (Bankr. N.D. Calif. Case
No. 03-43576).  Katherine D. Ray, Esq,, at Goldberg, Stinnett,
Meyers and Davis represented the Debtor.  Tevis T. Thompson, Jr.,
is the appointed Chapter 7 Trustee of the Debtor.  Jeremy W. Katz,
Esq., and Matthew J. Shier, Esq., at Pinnacle Law Group represent
the Chapter 7 Trustee.


REAL ESTATE: Moody's Assigns Low-B Ratings to Six Cert. Classes
---------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
certificates issued by Real Estate Asset Liquidity Trust
Commercial Mortgage Pass-Through Certificates, Series 2006-2:

   -- (P)Aaa to the CDN$184.5 million Class A-1 Certificates,
   -- (P)Aaa to the CDN$185.549 million Class A-2 Certificates,
   -- (P)Aa2 to the CDN$8.243 million Class B Certificates,
   -- (P)A2 to the CDN$8.861 million Class C Certificates,
   -- (P)Baa2 to the CDN$9.562 million Class D-1 Certificates,
   -- (P)Baa2 to the CDN$0.001 million Class D-2 Certificates,
   -- (P)Baa3 to the CDN$4.12 million Class E-1 Certificates,
   -- (P)Baa3 to the CDN$0.001 million Class E-2 Certificates,
   -- (P)Ba1 to the CDN$3.091 million Class F Certificates,
   -- (P)Ba2 to the CDN$1.546 million Class G Certificates,
   -- (P)Ba3 to the CDN$1.03 million Class H Certificates,
   -- (P)B1 to the CDN$1.03 million Class J Certificates,
   -- (P)B2 to the CDN$0.515 million Class K Certificates,
   -- (P)B3 to the CDN$0.742 million Class L Certificates,
   -- (P)Aaa to the CDN$ * million Class XP-1 Certificates,
   -- (P)Aaa to the CDN$ * million Class XP-2 Certificates,
   -- (P)Aaa to the CDN$ * million Class XC-1 Certificates, and
   -- (P)Aaa to the CDN$ * million Class XC-2 Certificates

* Initial notional amount

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.  The ratings on the Certificates are also
based on the credit enhancement furnished by the subordinate
tranches and on the structural and legal integrity of the
transaction.

The pool's strengths include its high percentage of less risky
asset classes (multifamily, industrial, anchored retail), recourse
on 87.2% of the pool, the overall low leverage and the creditor
friendly legal environment in Canada.  In addition, six loans or
loan groups (approximately 35% of the pool) have investment grade
shadow ratings.  Moody's concerns include the concentration of the
pool, where the top ten loans or loan groups account for 58.5% of
the total pool balance and the existence of subordinated debt on
9.1% of the pool.  Moody's beginning loan-to-value ratio was 82.3%
on a weighted average basis.

Moody's issues provisional ratings in advance of the final sale of
securities and these ratings reflect Moody's preliminary credit
opinions regarding the transaction only.  Upon a conclusive review
of the final version of all the documents and legal opinions,
Moody's will endeavor to assign a definitive rating to the Notes.
A definitive rating may differ from a provisional rating.


REFCO INC: Three Parties Object to Accord with Prepetition Lenders
------------------------------------------------------------------
Refco Inc., and its debtor-affiliates and Marc Kirschner, the
Chapter 11 trustee for Refco Capital Markets, Ltd., asked the U.S.
Bankruptcy Court for the Southern District of New York to approve
a settlement agreement with Bank of America, N.A., and a syndicate
of lenders under an Aug. 5, 2004, credit agreement.

                            Objections

(1) FXA Customers

Some customers of Refco F/X Associates, LLC, object to the use of
their funds deposited with FXA to pay the Secured Lenders.

Specifically, the Ad Hoc Refco F/X Customer Committee; Forex
Capital Markets, LLC; Forex Trading, LLC; and New York Financial,
LLC, complain that the Debtors' request is silent as to whether
or how the Motion would affect or treat their funds, which are
being held by FXA or Refco Capital Markets, Ltd., for their
benefit.

Representing the FXA Customer Committee, Todd E. Duffy, Esq., at
Duffy & Amedeo LLP, in New York, contends that none of the
Debtors hold any proprietary or ownership interest in the
financial accounts and funds of the FXA customers.  As a result,
the Debtors could not and did not grant a lien on or security
interest in and to the funds or accounts to the Lenders as
collateral for the obligations owed to the Lenders.

The FXA customers are parties to separate agreements with FXA,
pursuant to which the customers established trading accounts with
FXA and into which cash and other property were delivered and
maintained by FXA or RCM on the customers' behalf.

The FXA Customer Committee, on its members' behalf, intends to
file an adversary proceeding to (i) determine that the Financial
Assets held and maintained by FXA or RCM are not the Debtors'
property, but rather are property of its members, and (ii)
require FXA or RCM to return and transfer the Financial Assets to
its members based on several applicable legal theories, including
the imposition of a constructive trust.

Pending the filing of the adversary proceeding, the Debtors
remain obligated to ensure that the customer funds are not
wrongfully dissipated, Mr. Duffy asserts.

(2) Ad Hoc Equity Committee

The Ad Hoc Committee of Equity Security Holders of Refco, Inc.,
notes that approval of the Lender Settlement would predetermine
the outcome of the Creditors Committees' request to allocate
$300,000,000 of the proceeds from the BAWAG Settlement.  The
creditors who support the Chapter 11 Plan will likely argue that
the BAWAG Allocation Motion should be approved because approval
is necessary to effectuate the Lender Settlement.  That is not a
legitimate reason to approve the BAWAG Allocation Motion, Paul N.
Silverstein, Esq., at Andrews Kurth LLP, in New York, contends.

The Ad Hoc Equity Committee intends to object to the BAWAG
Allocation Motion on numerous grounds, including that:

   (i) Refco Group Ltd., LLC, is not entitled to $300,000,000 of
       the BAWAG settlement; and

  (ii) the Court must allocate all the BAWAG proceeds at one
       time, not in a piecemeal fashion.

The objections should not be litigated in the context of the
Lender Settlement, Mr. Silverstein tells Judge Drain.

The BAWAG Allocation Motion is scheduled for hearing first week
of October, a week after the hearing on the Lender Settlement.
Objections to the BAWAG Allocation Motion are not due until
October 2.

The Ad Hoc Equity Committee also believes that the Lender
Settlement is unnecessary because the Debtors could achieve the
same or better result by seeking authority to use estate property
to pay the Banks in full.

Mr. Silverstein explains that consideration to be received by the
Debtors under the Lender Settlement appears largely illusory.
Mr. Silverstein notes that the claim for default interest -- 2%
per annum or about $13,000,000 -- is a relatively small amount in
the context of the Debtors' cases, and less than the amount of
fees authorized to be paid, without Court review, under the
Lender Settlement.  The Lender Settlement does not require the
Banks to release their disputed claims against Refco, Inc., which
is neither a party to, nor guarantor of, the Credit Agreement.

The Banks should be required to release the proofs of claim they
filed against all of the Debtors, Mr. Silverstein maintains.

The Ad Hoc Equity Committee consists of JMB Capital Partners, LP;
Lonestar Capital Management, LLC; Mason Capital Management; Smith
Management LLC; and Triage Management LLC.

(3) Securities Plaintiffs

RH Capital Associates, LLC, and Pacific Investment Management
Company, LLC, the lead plaintiffs in In re Refco Inc. Securities
Litigation, Case No. 05-Civ.-8626 (GEL), seek a clarification
that the release of the Lenders under the Settlement is not
intended to impact, in any way, the Lead Plaintiffs' claims for
violations of federal securities laws against Banc of America
Securities, LLC; Credit Suisse First Boston; and Deutsche Bank
Securities, Inc.

The Proposed Order is broad and ambiguous and may be interpreted
to provide a more all-encompassing release to the Lenders and
others than intended by the parties to the Settlement, Michael S.
Etkin, Esq., at Lowenstein Sandler PC, in New York, explains.

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 42; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Clarifies Trigger Date for Settlement with Lenders
-------------------------------------------------------------
Refco Inc., and its debtor-affiliates and Marc Kirschner, the
Chapter 11 trustee for Refco Capital Markets, Ltd., asked the U.S.
Bankruptcy Court for the Southern District of New York to approve
a settlement agreement with Bank of America, N.A., and a syndicate
of lenders under an Aug. 5, 2004, credit agreement.

Some customers of Refco F/X Associates, LLC, the Ad Hoc Committee
of Equity Security Holders of Refco, Inc., and RH Capital
Associates, LLC, and Pacific Investment Management Company, LLC,
the lead plaintiffs in In re Refco Inc. Securities Litigation,
Case No. 05-Civ.-8626 (GEL), objected to the motion.

On Sept. 20, 2006, the Refco Debtors filed an Amended Proposed
Order with the Court.

The Amended Order clarifies that the Trigger Date in the Lender
Settlement will occur at the earlier of:

   (i) the Payment Date; and

  (ii) the date -- Other Trigger Date -- on which Bank of
       America, N.A., as administrative agent, notifies Refco
       Group, Inc., the Chapter 11 trustee for RCM, and the
       Creditors Committees in writing that a Trigger Date has
       occurred.

Whether or not a Trigger Date has occurred, however, the Debtors
party to the Loan Documents will use their reasonable best
efforts to raise the funds required to pay, and to pay the
amounts required to be paid as promptly as possible.

If the Other Trigger Date will have occurred, and, at the time of
the Other Trigger Date, the Debtors party to the Loan Documents
do not have sufficient funds to pay the amounts in a lump sum,
the Debtors will pay the amounts as soon as possible after the
Other Trigger Date from whatever funds are available to them,
provided that:

   (i) any partial payments will be made in increments of no less
       than $1,000,000; and

  (ii) all amounts required to be paid will have been irrevocably
       paid in full and in cash not later than the Outside
       Payment Date.

The Amended Order also clarifies that the Lender Releases will
not include any person who is or was a director, officer,
employee, shareholder, affiliate, professional or advisor of a
Debtor or any affiliate of a Debtor, in that capacity.

The Amended Order also notes that payments from the BAWAG
Proceeds will reduce the Secured Claims against the Lenders'
Collateral.  If any Debtor, BAWAG, any other party-in-interest,
or their successors, assigns or representatives assert a claim to
or in respect of the BAWAG Proceeds allocated for the Lender
Settlement, the payments will be deemed to have been made from
the Collateral, and the claim will be asserted solely against the
Collateral unencumbered by the payments, and not against BofA or
any Lender.

Refco, LLC; its Chapter 7 trustee, Albert Togut; and Fimex
International, Ltd., have been removed from the list of
participating parties.

A full-text copy of the Amended Order is available at no charge
at http://ResearchArchives.com/t/s?124d

A revised list of participating parties is available at no charge
at http://ResearchArchives.com/t/s?124e

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 42; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


RESIDENTIAL ASSET: Moody's Assigns Ba1 Rating to Class M-6 Certs.
-----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by RAAC Series 2006-SP3 Trust and ratings
ranging from Aa2 to Ba1 to the mezzanine certificates in the deal.

The securitization is backed by fixed-rate and adjustable-rate
newly originated and seasoned loans acquired by Residential Asset
Mortgage Products, Inc., an affiliate of Residential Funding
Corporation.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
excess spread, overcollateralization, and a yield maintenance
agreement.  Moody's expects collateral losses to range from 4.55%
to 5.05%.

Primary servicing will be provided by Homecomings Financial
Network, Inc., GMAC Mortgage Corporation, and Litton Loan
Servicing LLP.  Residential Funding Corporation will act as master
servicer.  Moody's has assigned Homecomings its top servicer
quality rating of SQ1 as a primary servicer of prime loans and a
servicer quality rating of SQ2+ as a primary servicer of subprime
loans.  Furthermore, Moody's has assigned Litton Loan Servicing
LLP its top servicer quality rating of SQ1 as a primary servicer
of subprime loans and GMAC-RFC its top servicer quality rating of
SQ1 as a master servicer.

These are the complete rating actions:

  * RAAC Series 2006-SP3 Trust

  * Mortgage Asset-Backed Pass-Through Certificates, Series 2006-
    SP3

                   Cl. A-1, Assigned Aaa
                   Cl. A-2, Assigned Aaa
                   Cl. A-3, Assigned Aaa
                   Cl. M-1, Assigned Aa2
                   Cl. M-2, Assigned A2
                   Cl. M-3, Assigned Baa1
                   Cl. M-4, Assigned Baa2
                   Cl. M-5, Assigned Baa3
                   Cl. M-6, Assigned Ba1


REYNOLDS & REYNOLDS: S&P Cuts Corp. Credit Rating 5 Notches to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dayton,
Ohio-based Reynolds & Reynolds Co., including its corporate credit
rating to 'B+' from 'BBB'.

In addition, Standard & Poor's removed the ratings from
CreditWatch with negative implications where they were placed
Aug. 9, 2006.  The outlook is positive.

At the same time, the rating agency assigned its bank loan and
recovery ratings to the company's proposed $2.485 billion secured
first-, second-, and third-lien bank loan financing.

The first-lien facilities consist of a six-year $75 million
revolving credit facility and a six-year $1.485 billion term loan.
They are rated 'BB-' with a recovery rating of '1', indicating the
expectation for full recovery of principal by creditors in the
event of a payment default.

The second-lien facility consists of a seven-year $520 million
term loan and is assigned a 'B' rating with a recovery rating of
'3', to reflect Standard & Poor's expectation of meaningful (50%-
100%) recovery of principal by creditors in the event of a payment
default.

The third-lien facility consists of a 7.5-year $405 million term
loan and is assigned a 'B-' rating with a recovery rating of '5',
reflecting Standard & Poor's expectation of negligible (0%-25%)
recovery of principal by creditors in the event of a payment
default.

Proceeds from the facilities will be used to fund the acquisition
of Reynolds & Reynolds by privately held and unrated Universal
Computer Systems for about $2.8 billion, including the assumption
of the company's debt.  The merged company will operate under the
Reynolds & Reynolds name.


RIVEREDGE INC: Case Summary & 50 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Riveredge Inc.
        2017 Bernville Road
        Reading, PA 19601
        Tel: (610) 376-6711
        Fax: (610) 376-1347

Bankruptcy Case No.: 06-21430

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                       Case No.
      ------                       --------
      George A. Limberiou          06-21421
      Silo at Riveredge, Inc.      06-21432

Type of Business: The Debtors operate a restaurant.
                  See http://www.riveredgedining.com/

Chapter 11 Petition Date: September 26, 2006

Court: Eastern District of Pennsylvania (Reading)

Debtors' Counsel: Joseph T. Bambrick, Jr. Esq.
                  529 Reading Avenue, Suite K
                  West Reading, PA 19611
                  Tel: (610) 372-6400

                                Total Assets   Total Debts
                                ------------   -----------

      Riveredge Inc.                $381,633    $1,002,510

      George A. Limberiou         $1,449,520      $939,350

      Silo at Riveredge, Inc.         $2,075    $1,388,975

A. Riveredge Inc.'s 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Leesport Bank                    Commercial Business     $369,580
Fka The First National           known as Riveredge      Secured:
Bank of Leesport                 Inc.                     $55,000
P.O. Box 741
Leesport, PA 19533               Commercial Business     $103,391
                                 Known as Riveredge      Secured:
                                 Inc.                     $55,000

Berks County Tax                 Past Due Taxes          $205,039
Claim Bureau
633 Court Street, 2nd Floor
Reading, PA 19601

George Limberiou                 Balance owed to         $156,269
1804 Bernville Road              company officer
Reading, PA 19601

Estate of Teddy Limberiou        Balance owed to          $29,813
c/o Dena Limberiou               company officer
520 Frotnier Avenue
Reading, PA 19601

U.S. Food Service                Food Purchases           $22,456
1200 Hoover Avenue
Allentown, PA 18002

Met Ed                           Past Due Utility         $19,200

Bankcard Services                Credit Card Expenses     $17,753

Enron Energy Marketing Corp.     Misc. Purchases          $14,728

Health Assurance PA, Inc.        Health Insurance          $9,820
                                 Premiums

William L. Minnich, CPA          Tax Preparation           $7,600
                                 Services

City of Reading                  Misc. Purchases           $4,703

Reading Regional Airport         Past Due Utility          $4,630

Latshaw Bros. Concrete, Inc.     Misc. Purchases           $4,086

City of Reading Water Authority  Past Due Utility          $4,071

Texon, LP                        Past Due Utility          $4,000

Demosthenis Zeppos               Misc. Purchases           $3,160

Reinhart FoodService, LLC        Misc. Purchases           $2,827

Clear Channel                    Misc. Purchases           $2,236

Modernfold                       Repair Services           $2,152

B. George A. Limberiou's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Berks County Tax Claim Bureau    Past Due Taxes          $205,039
633 Court Street, 2nd Floor      2009 Bernville Road
Reading, PA 19601
                                 Past Due Taxes            $4,465
                                 1804 Bernville Road

Bankcard Services                Line of Credit           $21,816
P.O. Box 1758
Newark, NJ 07101-1758

AT&T Universal Card              Credit Card              $17,000
P.O. Box 44167
Jacksonville, FL 32231-4167

Chase                            Mercury Grand Marquis    $22,856
P.O. Box 78067                                           Secured:
Phoenix, AZ 85062-8067                                    $12,545

Bank of America                  Credit Card               $7,500
P.O. Box 1758
Newark, NJ 07101-1758

Beneficial                       Loan                      $6,756

Capital One                      Credit Card               $2,900

Sam's Club                       Credit Card               $1,009

Chase Visa                       Credit Card                 $500

Gap/Old Navy                     Credit Card                 $500

The Bon Ton                      Credit Card                 $300

C. Silo at Riveredge, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Leesport Bank                    Business known as       $391,259
Fka The First National Bank      Silo at Riveredge       Secured:
of Leesport                                               $25,000
P.O. Box 741
Leesport, PA 19533

Berks County Tax                 Past Due Taxes          $205,039
Claim Bureau
633 Court Street, 2nd Floor
Reading, PA 19601

Riveredge, Inc.                  Rent                    $216,000
2017 Bernville Road
Reading, PA 19605

Estate of Teddy Limberiou        Balanced owed to        $216,000
c/o Dena Limberiou               company officer
520 Frontier Avenue
Reading, PA 19601

George of Limberiou              Balanced owed to        $216,000
1804 Bernville Road              company officer
Reading, PA 19601

Broadcasting music, Inc.         Services Rendered        $35,000

Travis Spittler                  Judgment on Lawsuit      $21,000

Advanta Bank Corp.               Services Rendered        $14,143

Platinum Plus for Business       Credit Card              $12,884

Highmark Blue Shield             Health Insurance          $9,409
                                 Premiums

Multi-Flow                       Soda Machine Rental       $7,407

Ellsworth Carlton Mixell and     Legal Services            $7,076
Waldman, P.C.

Bern Township                    Building and              $6,125
                                 Zoning Fees

Prestige                         Landscaping Services      $4,955

J P Mascaro & Sons               Past Due Trash            $4,555
                                 Removal Services

Met Ed                           Past Due Utility          $3,300

Willima L. Minnich, Jr., CPA     Accounting Services       $3,250

Reading Regional                 Past Due Utility          $2,720
Airport Authority

J D's Trash Disposal             Garbage Disposal          $2,199
                                 Services Rendered

Reading Eagle Company            Advertising Expenses      $1,401


RONALD BROWN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ronald H. Brown Charter School
        909 Green Street
        Harrisburg, PA 17102

Bankruptcy Case No.: 06-02119

Type of Business: The Debtor is a non-profit organization and
                  educational institution.

Chapter 11 Petition Date: September 27, 2006

Court: Middle District of Pennsylvania (Harrisburg)

Debtor's Counsel: Lawrence G. Frank, Esq.
                  2023 North Second Street
                  Harrisburg, PA 17102
                  Tel: (717) 234-7455
                  Fax: (717) 234-7470

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

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


ROOMLINX INC: Has 90 Days to Pay Defaulted $1.1 Mil. Debentures
---------------------------------------------------------------
RoomLinX, Inc., received 100% sign off on a Forbearance and
Settlement Agreement from 17 investors that invested in a
$1.1 million convertible debenture that had been in default.

Under the terms of the Forbearance and Settlement Agreement, the
Debenture holders have agreed to forebear from exercising any
rights against the Company for an initial 90-day period and during
this 90-day period, no additional interest will accrue on the
Debentures.  The Company has agreed to use its reasonable best
efforts during this 90-day period to raise funds to repay a
portion of the Debentures, and the balance of the Debentures would
convert into the securities issued by the Company in the next
financing of $1,000,000 or more.

"This is a major step in restructuring our balance sheet," said
Michael Wasik, CEO of RoomLinX.  "Besides attaining positive
operating income, restructuring our debt has been a major
priority.  100% support from the Casimir investor group on this
agreement is a vote of confidence for RMLX and enables us to
initiate a solid fund raising effort, which will help provide
working capital for our continued expansion while establishing a
healthy balance sheet."

RoomLinX also filed its 2005 third quarter Form 10-Q, and is still
making progress towards being fully Securities and Exchange
Commission compliant by the end of the fourth quarter.

"We are very excited about the progress this management team has
made in such a short period of time," Peter Bordes, Chairman of
RoomLinX, stated.  "The progress reported on delivering our 10Q
filing brings us one step closer to being in a position to reapply
for our listing on the NASDAQ OTC Market.  I look forward to the
future and management's ability to continue to grow our business
and execute on the business plan with the same tenacity they have
exhibited to date."

                         About RoomLinX

Headquartered in Bloomfield, Colorado, RoomLinX, Inc. (PINKSHEETS:
RMLX) -- http://www.roomlinx.com/-- is a pioneer in Broadband
High Speed Wireless Internet connectivity, specializing in
providing the most advanced Wi-Fi Wireless and Wired networking
solutions for High Speed Internet access to Hotel Guests,
Convention Center Exhibitors, Corporate Apartments, and Special
Event participants.  Designing, deploying and servicing site-
specific wireless networks for the hospitality industry is
RoomLinX's core competency.

At Sept. 30, 2005, the Company's balance sheet showed a
stockholders' deficit of $1,666,550, compared to a deficit of
$1,808,354 at June 30, 2005.


SEARS HOLDINGS: Seeks Leave to Appeal Divisional Court Decision
---------------------------------------------------------------
Sears Holdings Corporation will seek leave to appeal to the Court
of Appeal from the decision of the Divisional Court relating to
the company's offer to acquire all of the shares of Sears Canada.
On Sept. 19, 2006 the Ontario Divisional Court dismissed, with
reasons for decision to follow at a later date, the appeal by
Sears Holdings from an order of the Ontario Securities Commission
cease trading the company's offer for Sears Canada.

Sears Holdings also disclosed that its offer for shares of Sears
Canada will be extended until 5:00 p.m. EST on Oct. 31, 2006.  A
formal notice of the extension of the offer will be mailed to
Sears Canada shareholders today.  The offer has been extended, and
may be further extended, to preserve Sears Holdings' rights under
the offer pending the outcome of the appellate process.

                   About Sears Holdings Corp.

Hoffman Estates, Illinois-based Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- is a broadline
retailer, with 3,800 full-line and specialty retail stores in the
United States and Canada.  Sears is a home appliance retailer as
well as a retailer of tools, lawn and garden, home electronics,
and automotive repair and maintenance.  Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including well-known labels as Lands' End, Jaclyn Smith,
and Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.

                           *     *     *

As reported in the Troubled Company Reporter on June 23, 2006,
Standard & Poor's Ratings Services revised its outlook on Sears
Holdings Corp. to stable from negative.  All ratings, including
the 'BB+' corporate credit rating, and the 'B-1' short-term rating
for Sears Roebuck Acceptance Corp., are affirmed.

As reported in the Troubled Company Reporter on Jun 22, 2006,
Fitch affirms its ratings of Sears Holdings Corporation including
its Issuer Default Rating (IDR) at 'BB'; Senior notes at 'BB'; and
Secured bank facility at 'BBB-'.


SM ASSOCIATION: Case Summary & Six Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SM Association LLC
        325 Northwest, 145 Court
        Edmond, OK 73013

Bankruptcy Case No.: 06-12486

Chapter 11 Petition Date: September 27, 2006

Court: Western District of Oklahoma (Oklahoma City)

Debtor's Counsel: G. Rudy Hiersche, Jr., Esq.
                  Hiersche Law Firm
                  105 North Hudson
                  Hightower Building, Suite 300
                  Oklahoma City, OK 73102
                  Tel: (405) 235-3123

Total Assets: $3,222,744

Total Debts:  $2,609,808

Debtor's Six Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Oklahoma Tax Commission                     $98,369
Legal Division/Bankruptcy Section
P.O. Box 53248
Oklahoma City, OK 73152

Internal Revenue Service                    $91,247
P.O. Box 21126
Philadelphia, PA 19114

AdvanceMe Inc.                              $36,366
600 Town  Park Lane, Suite 500
Kennesaw, GA 30144

Oklahoma County Treasurer                   $24,569
320 Robert S. Kerr, Room 307
Oklahoma City, OK 73102

Young Shan Lee                               $8,539
c/o Coner Helms, Esq.
120 North Robinson, Suite 2500
Oklahoma City, OK 73102

Bank of Oklahoma                             $3,188
c/o Scott Lehman, Esq.
1800 South Baltimore, Suite 500
Tulsa, OK 74119


SOUNDVIEW HOME: Moody's Assigns Ba1 Rating to Class M-10 Notes
--------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Soundview Home Loan Trust 2006-EQ1 and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by EquiFirst Corporation originated
adjustable-rate (76.67%) and fixed-rate (25.33%) subprime mortgage
loans.  The ratings are based primarily on the credit quality of
the loans, and on the protection from subordination, excess
spread, overcollateralization, an interest rate swap agreement and
a cap agreement.  Moody's expects collateral losses to range from
5.85% to 6.35%.

Saxon Mortgage Services, Inc. will service the loans.  Moody's has
assigned Saxon its servicer quality rating of SQ2 as a servicer of
subprime mortgage loans.

These are the complete rating actions:

   * Soundview Home Loan Trust 2006-EQ1

   * Asset-Backed Certificates, Series 2006-EQ1

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

The Class M-10 certificates were sold in privately negotiated
transactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


ST. JOHN KNITS: S&P Affirms B+ Rating & Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Irvine, California-based apparel manufacturer St. John Knits
International Inc. to negative from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including the 'B+' corporate credit rating.

"The outlook revision follows our review of St. John's recent
operating performance, which reflects a weakening of credit
protection measures," noted Standard & Poor's credit analyst Susan
Ding.

"During 2005, the company's new management took aggressive steps
to update the product line and fit in order to reach a new younger
target customer.  This plan missed the mark and resulted in lost
sales and higher markdowns and allowances, which, in turn, led to
margin pressures and deteriorating operating performance.  Since
then, we believe the company has endeavored to correct these
issues; however, leverage remains higher than historical levels
and credit protection measures remain pressured."

The rating reflects:

   * St. John's highly leveraged financial profile;
   * narrow focus on high-end women's knitwear apparel; and
   * channel and customer concentration.

The company's core women's knitwear products continue to account
for most of its revenue base.  The products are sold primarily
under the St. John brand through upscale department stores and St.
John's company-owned retail stores.  To protect its up-market
brand image and well-established name, the company continues to
focus on print advertising in fashion magazines and on the growth
in its existing distribution channels and company-owned retail
stores.


STEEL PARTS: Wants Court's Approval on Pepper Hamilton as Counsel
-----------------------------------------------------------------
Steel Parts Corporation asks the U.S. Bankruptcy Court for the
Eastern District of Michigan for permission to employ Pepper
Hamilton LLP as its bankruptcy counsel.

Pepper Hamilton will:

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

    b. assist the Debtor in maximizing the value of its assets for
       the benefit of all creditors and other parties in interest;

    c. commence and prosecute any and all necessary and
       appropriate actions or proceedings on behalf of the Debtor
       and its assets;

    d. prepare, on behalf of the Debtor, all of the applications,
       motions, answers, orders, reports and other legal papers
       necessary in the Debtor's bankruptcy proceeding;

    e. appear in Court to represent and protect the interests of
       the Debtor and its estates; and

    f. perform all other legal services for the Debtor that may be
       necessary and proper in its chapter 11 case.

The Debtor discloses that the firm holds a $50,000 retainer.

Barbara Rom, Esq., a partner at Pepper Hamilton, assures the Court
that her firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Ms. Rom can be reached at:

         Barbara Rom, Esq.
         Pepper Hamilton LLP
         36th Floor, 100 Renaissance Center
         Detroit, Michigan 48243-1157
         Tel: (313) 259-7110
         Fax: (313) 259-7926
         http://www.pepperlaw.com/

Headquartered in Livonia, Michigan, Steel Parts Corp. --
http://www.steelparts.com/-- is a supplier of automatic
transmissions, suspension and steering components and assemblies,
and other automotive parts.  The Company filed for chapter 11
protection on Sept. 15, 2006 (Bankr. E.D. Mich. Case No.
06-52972).  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million and
$50 million.


STEEL PARTS: Section 341(a) Meeting Scheduled on October 23
-----------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of Steel
Parts Corp.'s creditors at 2:00 p.m., on Oct. 23, 2006, at 211
West Fort Street Building, Room 743 in Detroit, Michigan.

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 officer 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 Livonia, Michigan, Steel Parts Corp. --
http://www.steelparts.com/-- is a supplier of automatic
transmissions, suspension and steering components and assemblies,
and other automotive parts.  The Company filed for chapter 11
protection on Sept. 15, 2006 (Bankr. E.D. Mich. Case No.
06-52972).  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million and
$50 million.


STEVE'S SHOES: Files First Amended Disclosure Statement in Kansas
-----------------------------------------------------------------
Steve's Shoes, Inc., delivered a first amended disclosure
statement explaining its Chapter 11 Plan of Liquidation to the
U.S. Bankruptcy Court for the District of Kansas.

                       Overview of the Plan

The Debtor has ceased its business operations and reduced
substantially all of its assets to cash.  As of July 28, 2006, the
remaining value of the Debtor's assets was approximately $870,000.

Upon confirmation of the proposed Plan, the Debtor, through a
Responsible Person, and in consultation with the Counsel of the
Official Committee of Unsecured Creditors, will continue to wind
up its affairs, including, without limitation:

   * liquidating its remaining assets, if any,
   * investigating Committee Actions,
   * finalizing claims reconciliation
   * objecting to Disputed Claims
   * administering the Plan and
   * filing appropriate tax returns.

                       Treatments of Claims

Under the Debtor's Plan, all Allowed Administrative Claims,
Administrative Professional Fee Claims, U.S. Trustee Fees and
Priority Tax Claims will be paid in full.

Holders of Allowed Secured Claims will receive, in full and
complete satisfaction of their claim, either:

   a) cash in an amount equal to the secured claim, including
      interest on that claim; or

   b) the collateral securing its secured claim.

Allowed Priority Claim holders will receive cash in an amount
equal to the priority claim on the later of the:

    i) Effective Date; and

   ii) 15th Business Day of the first month following the month in
       which that claim becomes an Allowed Priority Claim.

After all Allowed Administrative Claims, Allowed Administrative
Professional Fee Claims, U.S. Trustee Fees, Allowed Priority Tax
Claims, Allowed Priority Claims, Allowed Secured Claims, and all
then existing and outstanding Post Confirmation Date Costs have
been paid in full, holders of Unsecured Claims, estimated at
$7 million, will be entitled to receive their pro rata share of
cash on the later of the:

    i) Initial Distribution Date and

   ii) 15th Business day of the first month following the month in
       which that claim becomes an Allowed Unsecured Claim.

Equity Interests holders will not receive any distribution under
the Plan.

A redlined copy of the Disclosure Statement explaining the Chapter
11 Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060926214603

Headquartered in Lenexa, Kansas, Steve's Shoes, Inc. --
http://www.stevesshoes.com/-- is a shoe retailer.  The
Company filed for chapter 11 protection on Jan. 6, 2006
(Bankr. D. Kans. Case No. 06-20015).  Thomas M. Mullinix, Esq.,
and Joanne B. Stutz, Esq., Evans & Mullinix, P.A., represent
the Debtor in its restructuring efforts.  Brent Weisenberg, Esq.,
and Jay R Indyke, Esq., at Kronish Lieb Weiner & Hellman LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed total
assets of $9,494,325 and total debts of $20,200,821.


SUNWOOD VILLAGE: Taps Lionel Sawyer as Bankruptcy Counsel
---------------------------------------------------------
Sunwood Village Joint Venture, LP, asks the U.S. Bankruptcy Court
for the District of Nevada for permission to employ Lionel Sawyer
& Collins as its bankruptcy counsel.

Lionel Sawyer will:

    (a) advise the Debtor of its rights and obligations and
        in the performance of its duties during administration of
        its bankruptcy proceedings;

    (b) represent the Debtor in all proceedings before this Court
        or before other courts with jurisdiction over the Debtor's
        case, as well as any pre-petition litigation;

    (c) assist the Debtor in the performance of its duties as set
        forth in Section 1107 of the Bankruptcy Code;

    (d) assist the Debtor in developing legal positions and
        strategies with respect to all facts  in the Debtor's
        bankruptcy proceedings; and

    (e) provide other counsel and advice as the Debtor may require
        in connection with its case.

Laurel E. Davis, Esq., a shareholder at Lionel Sawyer, tells the
Court that the firm's professionals bill:

        Professional                 Hourly Rates
        ------------                 ------------
        Attorneys                    $130 - $500
        Paralegals                   $110 - $170
        Law Clerks                       $90

Ms. Davis discloses that the firm holds a $50,000 retainer.

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

Ms. Davis can be reached at:

         Laurel E. Davis, Esq.
         Lionel Sawyer & Collins
         300 South, Fourth Street, Suite 1700
         Las Vegas, Nevada
         Tel: (702) 383-8866
         Fax: (702) 383-8845
         http://www.lionelsawyer.com/

Headquartered in Las Vegas, Nevada, Sunwood Village Joint Venture,
Limited Partnership, owns and operates an apartment complex.  The
Debtor filed for chapter 11 protection on Sept. 12, 2006 (Bankr.
D. Nev. Case No. 06-12463).  When the Debtor filed for protection
from its creditors, it listed $15,500,733 in total assets and
$9,554,124 in total debts.


SUNWOOD VILLAGE: Wants ConAm to Manage Apartment Complex
--------------------------------------------------------
Sunwood Village Joint Venture, LP, asks the U.S. Bankruptcy Court
for the District of Nevada for permission to employ ConAm
Management Corporation as its property manager.

The Debtor tells the Court that it owns a 262-unit apartment
complex in Clark County, Nevada, commonly known as the Sunwood
Village Apartments.  The Debtor discloses that it has engaged the
services of ConAm before it filed for bankruptcy and wants ConAm
to continue rendering services postpetition.

The Debtor discloses that ConAm will be paid a monthly management
fee equal to 3.5% of Gross Revenues, as defined in the Property
Management Agreement.

A full-text copy of the Property Management Agreement is available
for free at http://ResearchArchives.com/t/s?1289

Brian Dapper, Senior Regional Vice-President for ConAm, assures
the Court that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Las Vegas, Nevada, Sunwood Village Joint Venture,
Limited Partnership, owns and operates an apartment complex.  The
Debtor filed for chapter 11 protection on Sept. 12, 2006 (Bankr.
D. Nev. Case No. 06-12463).  When the Debtor filed for protection
from its creditors, it listed $15,500,733 in total assets and
$9,554,124 in total debts.


SUPERIOR ENERGY: Moody's Holds B1 Rating on $300MM Sr. Notes
------------------------------------------------------------
Moody's Investors Service affirmed SESI, L.L.C.'s ratings (Ba3
Corporate Family Rating and B1 rated $300 million senior unsecured
notes guaranteed by Superior Energy Services, Inc. (Superior)) and
changed the rating outlook to negative from stable following
Superior's announcement that it had signed a merger agreement to
acquire Warrior Energy Services Corporation (Warrior) for
$175 million in cash and 5.3 million shares of common stock, with
debt accounting for approximately 56% of the acquisition cost
(based on the Sept. 22, 2006 closing price).

The transaction, which is subject to regulatory approval and
approval from Warrior's shareholders, is expected to close late in
the fourth quarter of 2006.

The negative outlook reflects the company's increasingly
aggressive growth strategy, which could result in higher sustained
financial leverage than recent historical levels and may require
the greater flexibility of a lower debt rating.

In addition, Moody's believes that the company's rapid growth
strategy poses increasingly complex integration challenges and
could result in significant capital requirements, which in
combination with a potential sector softening in the latter half
of 2007 and 2008 could negatively pressure the rating. The Warrior
acquisition represents the company's second material transaction
in the last five months and is expected to increase leverage to
2.0x Debt/EBITDA (as adjusted for Moody's standard adjustments)
from 1.5x based on the last twelve months EBITDA ending June 30,
2006.

Moreover, Moody's estimates that the acquisition represents a
purchase price of approximately 9.4x last twelve months ending
June 30, 2006 EBITDA and about a 84% premium to Warrior's closing
price on September 22, 2006, which Moody's considers high.
Superior projects aggressive increases in Warrior's EBITDA for
2007 and 2008 as a result of Warrior's recent entry and expansion
into coiled tubing, nitrogen pumping and fluid pumping; however,
the company could be faced with a potential softening in demand
for oilfield services in the later half of 2007 and 2008 as a
result of lower commodity prices and new capacity additions.

The Warrior acquisition follows Superior's purchase of a 40%
interest in Coldren Resources, LP in May of this year.  Coldren,
in turn, entered into a purchase agreement to acquire Noble
Energy's Gulf of Mexico shelf oil and gas properties for $625
million, $525 million of which was financed with non-recourse
debt, which Moody's considers to be a very high purchase price of
approximately $23.15/boe of proved reserves.  Superior does not
plan to make any additional investments in Coldren besides the
$58 million that has been invested through July 14, 2006.

The ratings affirmation reflects the use of common equity to fund
a meaningful portion of the Warrior acquisition, the strategic
benefits of the acquisition, including greater geographic
diversification and an enhanced market position in cased hole
wireline and snubbing, Warrior's production-related focus, and
that the anticipated increase in leverage as a result of the
transaction remains in a range appropriate for the Ba3 Corporate
Family Rating.

The ratings could face downward pressure if management is unable
to maintain conservative operating and financial policies,
including increasing its financial leverage to a range unable to
withstand the company's business risk profile (debt/EBITDA, as
adjusted, above 2.3x or in a downcycle, above 2.75x), growing its
oil and gas operations to more than 25% of its EBITDA, increasing
its business risk profile through drilling risk exposure, and
funding material acquisitions without a substantial equity
component.

The outlook could stabilize if management is able to successfully
integrate and grow the Warrior operations, manage capital spending
within cash flow, and limit further material increases in
financial leverage.

Superior Energy Services, Inc., is headquartered in Harvey,
Louisiana.


THERMAL NORTH: Default Cues Moody's to Put Ba3 Rating on Watch
--------------------------------------------------------------
Moody's Investors Service placed the Ba3 rating for Thermal North
America, Inc.'s senior secured credit facilities under review for
possible downgrade.

The rating action reflects Thermal's failure to permanently
resolve an event of default that was triggered by a violation of a
financial covenant at March 31, 2006.  The event of default was
waived by lenders through Sept. 30, 2006.

A permanent waiver, which Moody's expected during the temporary
waiver period, has not materialized and, absent a near-term
resolution, lenders will soon have the right to demand repayment.
Moody's will continue to monitor this situation and would expect
to downgrade Thermal's rating should the company fail to resolve
the event of default in the near-term.  That being said, Thermal
has indicated that it is working with the Administrative Agent to
permanently resolve the event of default.

Thermal was in compliance with all required financial covenants as
of June 30, 2006.

Thermal owns and operates a portfolio of ten district cooling and
heating systems located in eight metropolitan areas in the United
States.


THOMPSON CREEK: Moody's Assigns B3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B2 first time rating to
Thompson Creek Metals Company's $350 million senior secured credit
facility ($325 million first lien term loan and $25 million first
lien revolver), a Caa2 rating to the company's second lien term
loan, and a corporate family rating of B3.  The ratings for the
two facilities reflect both the overall probability of default of
the company, to which Moody's assigns a PDR of B3, and a loss
given default of LGD 3 for the first lien facilities and LGD 5 for
the second lien term loan.  The ratings are contingent upon a
minimum cash common equity investment in Thompson Creek of not
less than $150 million.  The rating outlook is stable.

The credit facilities are part of a financing package arranged to
facilitate the acquisition by Blue Pearl Mining Ltd. of Thompson
Creek, a privately owned, integrated North American molybdenum
producer for US$525 million in cash and up to US$125 million in
contingent payments.

Thompson Creek's B3 corporate family considers its singular
concentration in molybdenum, high debt level, contingency payments
of up to $125 million at molybdenum prices higher than $15/lb.,
small size, dependence on two mines, and reliance on fairly
significant volume increases to meet its earnings, cash flow and
debt reduction targets.  The B3 corporate family rating assumes
that the company will take advantage of unusually high molybdenum
prices and resultant cash flow to reduce debt by at least $175
million over the course of the next twelve to eighteen months.
The rating also considers the long history of mining at Thompson
Creek's two operations, and the lack of unfunded pension, OPEB and
similar liabilities.

The B2 rating of the first lien senior secured revolver and term
loan reflect an LGD 3 loss given default assessment as this
facility is secured by a pledge of first priority security
interests in all of the company's assets and there is a
significant amount (26%) of junior debt.  The Caa2 rating of the
second lien term loan reflects an LGD 5 loss given default
assessment given that it is in an inferior security position to
the first lien lenders.

Assignments:

   * Issuer: Thompson Creek Metals Company

     -- Corporate Family Rating, Assigned B3

     -- Senior Secured Bank Credit Facility, Assigned a range of
        Caa2 to B2

Blue Pearl Mining, Ltd, based in Toronto, Ontario, owns a 100%
working interest in molybdenum mineral leases and claims in
British Columbia and had revenue in 2005 of Cdn$157,000.

Thompson Creek Metals Company, based in Englewood, Colorado, is
engaged in the mining and processing of molybdenum and had
revenues in its fiscal year ended September 30, 2005 of
$790 million.


TYRINGHAM HOLDINGS: Taps McCarter & English as Bankruptcy Counsel
-----------------------------------------------------------------
Tyringham Holdings, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Virginia for permission to employ McCarter &
English, LLP, as its bankruptcy counsel.

McCarter & English will:

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

    b. prepare and file all necessary motions, notices, and other
       pleadings necessary to sell some or substantially all of
       the Debtor's assets;

    c. assist the Debtor in reviewing and maintaining its
       executory contracts and unexpired leases, and negotiating
       with parties thereto;

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

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

    f. appear in Court on behalf of the Debtor and protect the
       interests of the Debtor before the Court; and

    g. perform all other legal services for the Debtors which may
       be necessary and proper in its chapter 11 case.

The Debtor tells the Court that the firm's professionals bill:

       Professional                      Hourly Rate
       ------------                      -----------
       Partners                          $330 - $500
       Associates                        $195 - $300
       Paraprofessionals                 $100 - $150

Charles A. Dale, III, Esq., a partner at McCarter & English,
assures the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Dale can be reached at:

         Charles A. Dale, III, Esq.
         McCarter & English, LLP
         225 Franklin Street
         Boston, Massachusetts 02110
         Tel: (617) 345-7000
         Fax: (617) 345-7050
         http://www.mccarter.com/

Headquartered in Richmond, Virginia, Tyringham Holdings, Inc.,
sells premium brand name jewelry to a broad base of middle and
upper income customers.  The Company filed for chapter 11
protection on Sept. 6, 2006 (Bankr. E.D. Va. Case No. 06-32385).
At August 30, 2006, the Debtor disclosed that it had $25.0 million
in total assets and $23.7 million in total debts.


TYRINGHAM HOLDINGS: Taps Tavenner & Beran as Bankruptcy Co-Counsel
------------------------------------------------------------------
Tyringham Holdings, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Virginia for permission to employ Tavenner &
Beran, PLC, as its bankruptcy co-counsel.

Tavenner & Beran will:

    (a) advise the Debtor of its rights, powers and duties as
        Debtor and debtor-in-possession continuing to operate and
        manage its business and property under Chapter 11 of the
        Bankruptcy Code;

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

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

    (d) advise the Debtor with respect to, and assist in the
        negotiation and documentation of, financing agreements,
        debt and cash collateral orders and related transactions;

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

    (f) advise the Debtor regarding its ability to initiate
        actions to collect and recover property for the benefit of
        the estate;

    (g) counsel the Debtor in connection with the formulation,
        negotiation and promulgation of a plan of reorganization
        and related documents;

    (h) advise and assist the Debtor in connection with any
        potential property dispositions;

    (i) advise the Debtor concerning executory contracts and
        unexpired lease assumptions, assignments and rejections
        and lease restructurings and recharacterizations;

    (j) assist the Debtor in reviewing, estimating and resolving
        claims asserted against the Debtor's estate;

    (k) commence and conduct any and all litigation necessary or
        appropriate to assert rights held by the Debtor, protect
        assets of the Debtor's Chapter 11 estate or otherwise
        further the goal of completing the Debtor's successful
        reorganization;

    (l) provide general corporate, litigation and other
        nonbankruptcy services for the Debtor as requested by the
        Debtor; and

    (m) perform all other necessary or appropriate legal services
        in connection with the Debtor's Chapter 11 case for or on
        behalf of the Debtor.

The Debtor tells the Court that the firm's professionals who will
render services in its bankruptcy proceedings bill:

      Professional             Designation       Hourly Rate
      ------------             -----------       -----------
      Lynn L. Tavenner, Esq.   Partner              $265
      Paula S. Beran, Esq.     Partner              $255
      Debra K. Weekley, Esq.   Paralegal             $95

The Debtor discloses that it has provided Tavenner & Beran a
$50,000 retainer.

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

Ms. Tavenner can be reached at:

         Lynn L. Tavenner, Esq.
         Tavenner & Beran, PLC
         20 North Eighth Street, Second Floor
         Richmond, Virginia 23219
         Tel: (804) 783-8300
         Fax: (804) 783-0178
         http://www.tb-lawoffice.com/

Headquartered in Richmond, Virginia, Tyringham Holdings, Inc.,
sells premium brand name jewelry to a broad base of middle and
upper income customers.  The Company filed for chapter 11
protection on Sept. 6, 2006 (Bankr. E.D. Va. Case No. 06-32385).
At August 30, 2006, the Debtor disclosed that it had $25.0 million
in total assets and $23.7 million in total debts.


UNIVERSAL CORP: Subsidiary Sells Businesses for $527 Million
------------------------------------------------------------
Universal Corporation's subsidiary, Deli Universal, Inc., has
completed the sale of its non-tobacco businesses to NPM Capital
N.V., owned by NIBC Principal Investments and managers of Deli's
non-tobacco businesses.

The overall transaction is valued at approximately $527 million,
after selling expenses, based on estimated Aug. 31, 2006,
financial statements.

The Company received $401 million in cash, associated with the
transaction, net of expenses, and the remainder of the purchase
price represented debt assumed by the new company.  Cash proceeds
will be used to reduce debt; however the Company's Board of
Directors will consider the possibility of resuming the Company's
share repurchase program based on market conditions and the
performance of its business.  Proceeds will be adjusted based on
final agreement on the accounts of the businesses as of the
closing date.  Based on current estimates, the Company expects to
record an after-tax loss on the transaction, including selling
expenses, of about $25 million in the second quarter of fiscal
year 2007.

               About Deli's Non-Tobacco Business

Deli's non-tobacco businesses include lumber and building products
distribution and agri-products operations, including rubber and
food trading, tea, and sunflower seeds.  The Company is retaining
its dried fruits and nuts business in the United States and
London.  The revenues of Deli's non-tobacco businesses were
$1.4 billion in the fiscal year that ended March 31, 2006.
Operating income for the businesses for the same period was
approximately $53 million.  The businesses employ approximately
3,100 people, primarily in Holland and the United States.

                   About NIBC and NPM Capital

NIBC Principal Investments is a part of NIBC Bank N.V., a
Netherlands-based merchant bank.  NPM Capital N.V. is a part of
SHV Holdings, N.V., a Netherlands-based private company.

                  About Universal Corporation

Based in Richmond, Virginia, Universal Corporation, (NYSE:UVV)
-- http://www.universalcorp.com/-- has operations in tobacco and
agri-products.  The Company, through its subsidiaries, is one of
two leading independent tobacco merchants in the world.  Universal
Corporation's gross revenues for the fiscal year that ended on
March 31, 2006, were approximately $3.5 billion, which included
$1.4 billion related to operations that were sold on Sept. 1,
2006.


UNIVERSAL CORP: Moody's Assigns LGD5 Loss-Given-Default Rating
--------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products, Beverage, Toy, Natural
Product Processors, Packaged Food Processors and Agricultural
Cooperative sectors, the rating agency confirmed its Ba1 Corporate
Family Rating for Universal Corporation, and downgraded its Ba1
rating to Ba2 on the company's $563 million MTN.  Additionally,
Moody's assigned an LGD5 rating to the debt obligation, suggesting
noteholders will experience a 73% loss in the event of a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in Richmond, Virginia, Universal Corporation, (NYSE:UVV)
-- http://www.universalcorp.com/-- has operations in tobacco and
agri-products.  The Company, through its subsidiaries, is one of
two leading independent tobacco merchants in the world.  Universal
Corporation's gross revenues for the fiscal year that ended on
March 31, 2006, were approximately $3.5 billion, which included
$1.4 billion related to operations that were sold on Sept. 1,
2006.


UNIVISION COMMS: Shareholders OK $13.7 Bil. Purchase by Investors
-----------------------------------------------------------------
Shareholders of Univision Communications Inc. have approved its
acquisition by an investor group including Madison Dearborn
Partners, Providence Equity Partners, Texas Pacific Group, Thomas
H. Lee Partners, and Saban Capital Group for $36.25 per share in
cash, or a total of approximately $13.7 billion including the
assumption of $1.4 billion in debt.

At a special meeting of Univision shareholders held Sept. 27,
2006, the merger agreement was approved by more than 80% of the
shares that voted (with each share having only one vote), which
constituted more than 60% of the outstanding shares.  Completion
of the transaction, which is expected in the Spring of 2007,
remains subject to regulatory approvals and customary closing
conditions.

                     About Univision

Headquartered in Los Angeles, Calif., Univision Communications
Inc., -- http://www.univision.net/-- a Spanish-language
broadcaster, owns and operates more than 60 television stations in
the U.S. and Puerto Rico offering a variety of news, sports, and
entertainment programming.  The company had about US$1.4 billion
in debt at March 31, 2006.

                        *    *    *

As reported in the Troubled Company Reporter on July 4, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured notes ratings on Univision Communications
Inc. to 'BB-' from 'BBB-', based on the company's agreement in
principle to a $12.3 billion (excluding existing debt) LBO led by
investor group Madison Dearborn Partners LLC.

As reported in the Troubled Company Reporter on June 30, 2006,
Fitch downgraded Univision Communications Inc.'s IDR and senior
unsecured debt ratings to 'BB' from 'BBB-', and the ratings remain
on Rating Watch Negative.


VASOMEDICAL INC: Thomas Fry Resigns as Chief Financial Officer
--------------------------------------------------------------
Vasomedical, Inc., disclosed that Thomas W. Fry resigned from his
position as chief financial officer effective Sept. 20, 2006.

Mr. Fry will continue to act as a consultant to the Company.

The Company also disclosed that Tricia Efstathiou, Controller of
the Company for in excess of five years, was appointed as chief
financial officer effective Sept. 20, 2006.

Vasomedical, Inc. -- http://www.vasomedical.com/-- is primarily
engaged in designing, manufacturing, marketing and supporting EECP
external counter-pulsation systems based on the Company's unique
proprietary technology.  EECP therapy is a noninvasive, outpatient
therapy for the treatment of diseases of the cardiovascular system
currently indicated for use in cases of stable or unstable angina,
congestive heart failure, acute myocardial infarction and
cardiogenic shock.  The Company provides hospitals, clinics and
private practices with EECP equipment, treatment guidance and a
staff training and equipment maintenance program designed to
provide optimal patient outcomes.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 8, 2006
Miller Ellin & Company, LLP, expressed substantial doubt about
Vasomedical, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended May 31, 2006.  The auditing firm pointed to the Company's
recurring losses from operations and a net capital deficiency.


VENTURE HOLDINGS: Court Approves Clark Hill as Co-Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
gave Stuart A. Gold, the Chapter 7 Trustee overseeing the
liquidation of Venture Holdings Company, LLC, and its
debtor-affiliates, authority to employ Clark Hill PLC as his
co-counsel.

Prior to the Debtors' chapter 7 conversion, Clark Hill served as
the Official Committee of the Unsecured Creditors' co-counsel.

The Trustee wants Clark Hill's services because of its familiarity
with the Debtors' cases and its recognized expertise in business
liquidations and creditors' rights, and specifically its
substantial experience in Chapter 7 cases.

As reported on the Troubled Company Reporter on April 6, 2006,
Clark Hill is expected to:

   a) advise and consult the Trustee concerning:

        i) questions arising from the administration of the
           Debtors' bankruptcy estates;

       ii) the rights and remedies of the Trustee vis-.-vis the
           assets of the Debtors' bankruptcy estates and the
           administration of these cases; and

      iii) the claims and interests of secured and unsecured
           creditors, equity holders, and other parties in
           interest in these cases;

   b) analyze, appear for, prosecute, defend, and represent the
      Trustee's interests in contested matters and adversary
      proceedings arising in or related to these cases,
      including, but not limited to, Chapter 5 causes of action
      and the litigation against Mr. Winget, his affiliates,
      insiders, and related parties; and

   c) represent the Trustee with respect to these proceedings,
      and assist the Trustee as appropriate with respect to the
      matters identified in Section 704 of the Bankruptcy Code.

Joel D. Applebaum, Esq., a Clark Hill member, disclose that the
Firm's professionals bill:

        Professional             Hourly Rate
        ------------             -----------
        Joel D. Applebaum           $365
        Robert D. Gordon            $350
        Shannon L. Deeby            $190
        Seth A. Drucker             $190

        Designation              Hourly Rate
        ------------             -----------
        Members                  $220 - $400
        Senior Attorneys         $210 - $225
        Associates               $135 - $215
        Legal Assistants          $90 - $180

Mr. Applebaum assured the Court that his Firm does not represent
any interest materially adverse to the Debtors and their estates
and is a disinterested person as that term is defined in Section
101(14) of the Bankruptcy Code.

                      About Venture Holdings

Headquartered in Fraser, Michigan, Venture Holdings Company, LLC,
nka NM Holdings Company, LLC, and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. Mich. Case No. 03-48939) on
March 28, 2003.  Deluxe Pattern Corporation and its debtor-
affiliates filed for chapter 11 protection on May 24, 2004 (Bankr.
E.D. Mich. Case No. 04-54977).  Venture's prepetition lenders
acquired Venture's assets during the chapter 11 proceeding.  John
A. Simon, Esq., at Foley & Lardner LLP represents the Debtors.  On
Jan. 17, 2006, the Court converted the Debtors' chapter 11 cases
to chapter 7 liquidation.  Stuart A. Gold was appointed as the
chapter 7 Trustee for the Debtors' estates.


VERIFONE HOLDINGS: Moody's Holds B1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has affirmed the Corporate Family Rating
of B1 of VeriFone and revised the rating outlook to stable from
negative.  At the same time, Moody's assigned ratings to new bank
credit facilities that VeriFone will use to finance its pending
acquisition of Lipman Electronic Engineering Ltd.

The B1 corporate family rating reflects the favorable demand
outlook in the point-of-sale payment solutions sector, VeriFone's
strong market position post the Lipman acquisition in an industry
that is dominated by a few key players worldwide, and VeriFone's
track record in recent years in growing revenue, profitability,
and cash flow (though the most recent quarter's inventory build up
hampers free cash flow currently).

Half of the transaction consideration is via issuance of equities,
and the resultant capital structure is relatively conservative
with Debt to EBITDA of 3.1x.  These factors combined with the
expectation that working capital will normalize and free cash flow
will return to previous levels led Moody's to revise the outlook
to stable from negative despite concerns over possible integration
issues.

The B1 ratings on VeriFone's new credit facilites are assgined
based on Moody's LGD methodology, and they reflect the credit
facilities' preponderance in the proforma capital structure.

This rating is affirmed:

   * Corporate Family rating of B1;

These ratings have been assigned:

   * $40 million senior secured (first lien) revolving credit
     facility, due 2012, rated B1;

   * $500 million senior secured (first lien) term loan facility,
     due July 2013, rated B1

These ratings will be withdrawn upon refinancing:

   * Ba3 rating on $30 million Senior Secured First Priority
     Revolving Credit Facility due 2009

   * Ba3 rating on $190 million Senior Secured First Priority
     Term Loan B due 2011

Outlook revised to Stable from Negative.

VeriFone Inc. is headquartered in Santa Clara, California, and is
a global market leader in the development and sale of point-of-
sale electronic payment systems.

Lipman's corporate headquarters and R&D facilities are located in
Israel.  The company is a provider of a variety of handheld,
wireless and landline point-of-sale products, solutions and
services.


VERILINK CORP: Hires Ehrhardt Keefe as Auditors & Accountants
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
gave Verilink Corporation and its debtor-affiliates permission to
employ Ehrhardt Keefe Steiner & Hottman P.C., as their independent
auditors and accountants, nunc pro tunc April 9, 2006.

Ehrhardt Keefe is expected to:

     a) prepare the Debtor's federal and state tax returns;

     b) provide accounting and auditing services needed with
        respect to the Debtors' employee benefit plans, including
        audits of the Debtors' 401(k) plans;

     c) provide independent auditing and review of the Debtors'
        financial statements as generally may be required,
        including for purpose of preparing any reports that the
        Debtors may be required to file with the SEC; and

     d) provide general accounting and auditing services to the
        Debtors as may be requested from time to time during the
        progress of the these cases.

The Debtors tell the Court that it paid the firm $177,742.56 for
fees and reimbursement of expenses.

Brent Peterson, a principal at Ehrhardt Keefe, discloses that the
firm's other professionals bill:

     Accountants                           Hourly Rates
     -----------                           ------------
     Steve Schenbeck                           $360
     Brent Peterson                            $360
     Dean Smith                                $335
     Brian Green                               $250
     Karla Whittenberg                         $250
     Patrick Moore                             $215

     Designations                          Hourly Rates
     ------------                          ------------
     Senior Professionals                      $180
     Staff Professionals                       $140

The firm's estimated service cost:

     Verilink 2005 401(k) Audit              $12,500

     Larscom 2005 401(k) Audit               $12,500

     Completion Larscom 2004 401(k) Audit     $8,500

     Completion Larscom 2003 401(k) Auidt     $9,750

     Verilink Coporate Federal & State       $29,250
     Tax Returns for FY 2006

Mr. Peterson assures the Court that the firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as that term defined in Section 101(14) of the Bankruptcy
Code.

Mr. Peterson can be reached at:

     Brent Peterson
     Ehrhardt Keefe Steiner & Hottman P.C.
     7979 East Tufts, Suite 400
     Denver Colorado 80237-2843
     Tel: (303) 740-9400
     Fax: (303) 740-9009
     http;//www.eksh.com/

Headquartered in Hunstville, Alabama, Verilink Corporation --
http://www.verilink.com/-- is a leading provider of next-
generation broadband access solutions for today's and tomorrow's
networks.  The Company develops, manufactures and markets a broad
suite of products that enable carriers and enterprises to build
converged access networks to cost-effectively deliver next-
generation communications services to their end customers.  The
Company and its debtor-affiliate, Larscom Inc., filed for chapter
11 protection on April 9, 2006 (Bankr. N.D. Ala. Case No. 06-80566
& 06-80567).  Robert McCay Dearing Mercer, Esq., at Powell
Goldstein LLP, represents the Debtors.  Darryl S. Laddin, Esq., at
Arnall Golden Gregory LLP and Jayna Partain Lamar, Esq., at
Maynard, Cooper & Gale, P.C., give legal advice to the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed total assets of
$37,221,000 and total debts of $23,913,000.


VJCS ACQUISITION: Moody's Assigns LGD3 Loss-Given-Default Ratings
-----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products, Beverage, Toy, Natural
Product Processors, Packaged Food Processors and Agricultural
Cooperative sectors, the rating agency confirmed its B2 Corporate
Family Rating for VJCS Acquisition, Inc.  Additionally, Moody's
revised or held its probability-of-default ratings and assigned
loss-given-default ratings on these loans debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $30 Million Senior
   Secured Revolver       B2        B1     LGD3       38%

   $160 Million Senior
   Secured Term Loan      B2        B1     LGD3       38%

   $55 Million Senior
   Subordinated Mezz
   Loan                  Caa1     Caa1     LGD5       88%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporatefamily will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in St. Louis, Missouri, VJCS Acquisition, Inc.,
manufactures store brand personal care products in the United
States.


VTEX ENERGY: Malone & Bailey Raises Going Concern Doubt
-------------------------------------------------------
Malone & Bailey, PC, expressed substantial doubt about VTEX
Energy, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended April 30, 2006.  The auditing firm pointed to the Company's
significant loss from operations in the current year, working
capital deficit and default on certain debt instruments.

During the years ended April 30, 2006 and 2005, VTEX reported net
losses of approximately $7,447,000 and $3,960,000, respectively.
The Company's continuing negative operating results have produced
a working capital deficit of approximately $8,579,000 at
April 30, 2006.

Oil and natural gas revenues for the year ended April 30, 2006
decreased 36% to $641,621, compared to $1,008,521 for fiscal 2005.
Production expenses for the year ended April 30, 2006 increased
19% to $754,241 compared to $633,094 for fiscal 2005.

At April 30, 2006, the Company's balance sheet showed $17,962,110
in total assets, $13,295,477 in total liabilities and
stockholders' equity of $4,666,633.  The Company's continuing
negative operating results have produced a working capital deficit
of approximately $8,579,000 at April 30, 2006.

A full-text copy of the Company's annual report is available for
free at http://researcharchives.com/t/s?128a

                            Defaults

The Company is currently in default on the terms of its
$10 million revolving credit line.  However, no demand for payment
has been received pending ongoing discussions with the lender to
modify the terms of the note.  At April 30, 2006, the Company had
drawn the maximum available under the borrowing base on the
revolving credit line of $3,624,707.  Accrued interest on the line
of credit totaled $271,853 at April 30, 2006.  The line of credit
is secured by all of the Company's oil and natural gas properties
and bears interest at the rate of 7.5%.

VTEX also has outstanding production payments in the amount of
$299,504 at April 30, 2006.  One of the holders of these
production payments has agreed to a temporary forbearance of the
Company's obligation until Dec. 31, 2006.  The Company is
currently holding discussions with the holders of the remaining
production payments in order to obtain forbearance.

In addition, the Company has outstanding unsecured 10% to 13.6%
notes issued to vendors in settlement of accounts payable.  These
notes are past their due dates, are in default and are subject to
a demand for payment at any time.  These notes totaled $42,842 at
April 30, 2006.

VTEX Energy, Inc. -- http://www.vtexenergy.com/-- explores for
and produces oil and gas primarily in Louisiana and Texas.  The
company focuses on low-risk drilling developments, recompletions,
and workovers, and has estimated proved preserves of 103,000
barrels of crude oil and 9.4 billion cu. ft. of natural gas.


W.A.T. PLUMBING: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: W.A.T. Plumbing, Inc.
        7743 West Golden Lane
        Peoria, AZ 85345
        Tel: (623) 773-1572

Bankruptcy Case No.: 06-03109

Type of Business: The Debtor offers plumbing services.

Chapter 11 Petition Date: September 27, 2006

Court: District of Arizona (Phoenix)

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16TH Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets:   $255,500

Total Debts:  $1,040,270

Debtor's Five Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Farnsworth Wholesale Company               $593,000
27 West Baseline Road
Gilbert, AZ 85233

Mountain Country Supply, Inc.               $85,000
c/o Jeffrey H. Levinson
4600 East Shea Boulevard, Suite 100
Phoenix, AZ 85028

Chase                                       $17,500
P.O. Box 94014
Palatine, IL 60094

Ferguson Enterprises                         $6,000
111 East Buckeye, Suite 2
Phoenix, AZ 85004

Home Depot                                   $2,522
P.O. Box 6029
The Lakes, NV 88901


YETI INTERNATIONAL: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Yeti International, LLC
        dba Quickway #1
        101 Forest Hill Drive
        Forest Hill, TX 76140

Bankruptcy Case No.: 06-43195

Chapter 11 Petition Date: September 26, 2006

Court: Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Fax: (972) 991-5788

Total Assets: $772,200

Total Debts:  $1,449,332

Debtor's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Business Loan Center, LLC     101 North Forest          $940,000
1633 Broadway, 29th Floor     Hill Drive               ($500,000
New York, NY 10019                                      secured)

Maytag                                                  $211,682
10737 Shady Trail
Dallas, TX 75220

Western Finance & Lease       Washers dryers            $192,091
P.O. Box 640                                           ($100,000
420 College Dr. S.                                      secured)
Devils Lake, ND 58301


Amalik, Inc.                  101 North Forest           $24,000
101 Alta Mesa Blvd.           Hill Drive               ($500,000
Fort Worth, TX 76134                                    secured)
                                                       ($940,000
                                                    senior lien)

Dawnee Leasing Corporation    Pizza Note                 $24,404
700 Centre Ave.                                          ($2,000
Fort Collins, CO 80526                                  secured)

Rick Neal                                                $18,900
5035 Firewood
Burleson, TX 76028

Indian Nation Wholesale                                  $13,249
Ms. Sandy Hobbs
P.O. Box 70
Durant, OK 74702

CST Co.                                                  $13,249
P.O. Box 224768
Dallas, TX 75222

McClung Roofing Inc.                                      $5,425
101 E. Enon Avenue
Fort Worth, TX 76140

Tara Energy                                               $2,558
P.O. Box 678388
Dallas, TX 75267

RETC                                                      $1,394
3325 Silverstone Dr., Ste 100
Plano, TX 75023

Atmos Energy                                              $1,310
P.O. Box 78108
Phoenix, AZ 85062

Preto Serv                                                  $604
8022 Jacksboro Hwy
Fort Worth, TX 76135

Hot Stuff Foods                                             $271
2930 w. Maple Street
P.O. Box 85210
Sioux Falls, SD 57118

Quick Way (OC)                                              $108
101 Forest Hill
Fort Worth, TX 76140

Orkin Pest control                                           $87
P.O. Box 820766
North Richland Hills
TX 76182

City of Forest Hill                                      Unknown
c/o Linebarger Heard
2323 Bryan Street Suite 1600
Dallas, TX 75201

IRS                                                      Unknown
1100 Commerce
Mail Code 5027
Dallas, TX 75242

Tarrent County                                           Unknown
100 E. Weatherford
Fort Worth, TX 76196


YUKOS OIL: Mulls Potential Deal with Mystery Foreign Bidder
-----------------------------------------------------------
OAO Yukos Oil Co. has revealed that an unidentified foreign bidder
is attempting to buy a controlling stake in what was once Russia's
largest oil producer in a bid to prevent the company's
liquidation, Nick Clark writes for Financial News Online.

According to the report, Victor Gerashchenko, Yukos' non-executive
chairman, told Russia's Profile magazine that the oil group had
been in talks with the potential investor, who would take a stake
in the company and repay its debts.

Mr. Gerashchenko told the magazine that after the offer was made,
"the sides took a 'time-out,' following which internal discussions
were held on whether or not to buy Yukos.  Nothing is ruled out,
in my opinion."

A research note by Russian brokerage Deutsche UFG discloses that
the Russian government has not yet decided whether a foreigner
would be allowed to invest or a Russian investor would be more
appropriate.

Mr. Gerashchenko has indicated his support to the sale of all of
Yukos' shares to Rosneft noting however that "I am less concerned
about the buyer than I am about minority shareholders losing money
during the company's liquidation.  This totals around $9 billion,
invested by three large American hedge funds.  And this could
create an unpleasant legal problem in Russia, because they could
go to court," Mr. Gerashschenko said.

The Russian Trading System suspended the trading of Yukos shares
on its classic and exchange-traded markets on Sept. 19.  The
trading agency, however, lifted the ban a day after, pending a
decision by its board.  The Moscow Interbank Currency Exchange,
however, suspended the trading of Yukos shares on Sept. 20.

The suspensions came after the Federal Arbitration Court upheld
Sept. 19 the Moscow Arbitration Court's Aug. 1 bankruptcy ruling
against Yukos.  It also rejected an appeal filed by Yukos'
lawyers.

                           About Yukos

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Government sold its main production unit Yugansk, to
a little-known firm Baikalfinansgroup for $9.35 billion, as
payment for $27.5 billion in tax arrears for 2000- 2003.
Yugansk eventually was bought by state-owned Rosneft, which is
now claiming more than $12 billion from Yukos.

On March 10, a 14-bank consortium led by Societe Generale filed
a bankruptcy suit in the Moscow Arbitration Court in an attempt
to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, court-appointed external manager Eduard Rebgun
filed a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-
0775), in an attempt to halt the sale of Yukos' 53.7% ownership
interest in Lithuanian AB Mazeikiu Nafta.

On May 26, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, the Hon. Pavel Markov of the Moscow Arbitration Court
upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.  The
expected court ruling paves the way for the company's
liquidation and auction.


ZULTYS TECHNOLOGIES: Taps Binder & Malter as Bankruptcy Counsel
---------------------------------------------------------------
Zultys Technologies asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ Binder &
Malter, LLP, as its bankruptcy counsel.

Binder & Malter will:

    a. prepare amended schedules and lists,

    b. negotiate with creditors and holders of interests,

    c. conduct all litigation that does not require special
       counsel,

    d. render assistance with the sale of the Debtor as a whole or
       any asset sale,

    e. draft a Disclosure Statement and a Plan of Reorganization,
       and attempting to obtain necessary consent and Court
       approval of the Plan; and

    f. provide any further services which may be necessary.

The Debtor tells the Court that the firm's professionals bill:

    Professional                 Designation     Hourly Rate
    ------------                 -----------     -----------
    Michael W. Malter, Esq.      Partner            $395
    Heinz Binder, Esq.           Partner            $395
    Gayle Zickgraff Green, Esq.  Partner            $395
    Robert G. Harris, Esq.       Partner            $375
    Julie H. Rome-Banks, Esq.    Partner            $375
    David B. Rao, Esq.           Partner            $335
    C. Laine Lucas, Esq.         Associate          $335
    Wendy W. Smith, Esq.         Associate          $335
    Roya Shakoori, Esq.          Associate          $175

    Paralegals                                      $160

The Debtor discloses that it has paid Binder & Malter LLP an
initial sum of $50,000.

Mr. Malter assures the Court that his firm does not hold nor
represent any interest adverse to the Debtor or its estate.

Mr. Malter can be reached at:

         Michael W. Malter, Esq.
         Binder & Malter, LLP
         2775 Park Avenue
         Santa Clara, California 95050
         Tel: (408) 295-1700
         Fax: (408) 295-1531
         http://www.bindermalter.com/

Headquartered in Sunnyvale, California, Zultys Technologies
-- http://www.zultys.com/-- designs and manufactures products
that converge telecommunications and data communications for
businesses.  The Company filed for chapter 11 protection on
Sept. 8, 2006 (Bankr. N.D. Calif. Case No. 06-51764).  When the
Debtor filed for protection from its creditors, it listed total
assets of $1,804,276 and total debts of $45,040,725.


ZULTYS TECHNOLOGIES: Taps Gordian Group as Investment Banker
------------------------------------------------------------
Zultys Technologies asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ Gordian
Group LLC as its investment banker.

Gordian Group will act as the Debtor's exclusive investment banker
in connection with a restructuring of indebtedness, raising of new
or replacement capital, new investments in the Debtor or any
merger, consolidation, reorganization, recapitalization, joint
venture or other business combination, or a sale of substantially
all or a portion of the Debtor's assets.

The Debtor tells the Court that it has paid Gordian Group a
$75,000 retainer as an up-front fee.  The Debtor discloses that
Gordian Group will also receive a 9% commission of the proceeds of
any sales transaction.

Peter S. Kaufman, Managing Director of Gordian Group, assures the
Court that his firm does not hold or represent any interests
adverse to Debtor or its estate.

Headquartered in Sunnyvale, California, Zultys Technologies
-- http://www.zultys.com/-- designs and manufactures products
that converge telecommunications and data communications for
businesses.  The Company filed for chapter 11 protection on
Sept. 8, 2006 (Bankr. N.D. Calif. Case No. 06-51764).  When the
Debtor filed for protection from its creditors, it listed total
assets of $1,804,276 and total debts of $45,040,725.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re S & R Old European, LLC
   Bankr. E.D. Wash. Case No. 06-02313
      Chapter 11 Petition filed September 19, 2006
         See http://bankrupt.com/misc/waeb06-02313.pdf

In re SFG Farmington-1 L.P.
   Bankr. W.D. Tex. Case No. 06-11466
      Chapter 11 Petition filed September 19, 2006
         See http://bankrupt.com/misc/txwb06-11466.pdf

In re Wong Family Trust
   Bankr. E.D. Calif. Case No. 06-23706
      Chapter 11 Petition filed September 19, 2006
         See http://bankrupt.com/misc/caeb06-23706.pdf

In re Classic Collision II, Inc.
   Bankr. E.D. Mich. Case No. 06-53181
      Chapter 11 Petition filed September 20, 2006
         See http://bankrupt.com/misc/mieb06-53181.pdf

In re Liberty Logistics, Inc.
   Bankr. E.D. Mich. Case No. 06-53210
      Chapter 11 Petition filed September 20, 2006
         See http://bankrupt.com/misc/mieb06-53210.pdf

In re Lockwoods Garage, Inc.
   Bankr. D. Conn. Case No. 06-31567
      Chapter 11 Petition filed September 20, 2006
         See http://bankrupt.com/misc/ctb06-31567.pdf

In re REM Investment Corporation
   Bankr. W.D. Tenn. Case No. 06-27561
      Chapter 11 Petition filed September 20, 2006
         See http://bankrupt.com/misc/tnwb06-27561.pdf

In re Water Bedroom Land, Inc.
   Bankr. M.D. Fla. Case No. 06-05044
      Chapter 11 Petition filed September 20, 2006
         See http://bankrupt.com/misc/flmb06-05044.pdf

In re Falcon Run Village Homeowners Association, Inc.
   Bankr. S.D. Ind. Case No. 06-05732
      Chapter 11 Petition filed September 21, 2006
         See http://bankrupt.com/misc/insb06-05732.pdf

In re Joel Lee Sherman, P.A.
   Bankr. M.D. Fla. Case No. 06-05086
      Chapter 11 Petition filed September 21, 2006
         See http://bankrupt.com/misc/flmb06-05086.pdf

In re N. Fort Myers Septic, Inc.
   Bankr. M.D. Fla. Case No. 06-05088
      Chapter 11 Petition filed September 21, 2006
         See http://bankrupt.com/misc/flmb06-05088.pdf

In re South Auburn Medical Clinic, Inc.
   Bankr. W.D. Wash. Case No. 06-13253
      Chapter 11 Petition filed September 21, 2006
         See http://bankrupt.com/misc/wawb06-13253.pdf

In re Com-Tel Logistics, Inc.
   Bankr. D. Ariz. Case No. 06-03059
      Chapter 11 Petition filed September 22, 2006
         See http://bankrupt.com/misc/azb06-03059.pdf

In re Florida International Associates, Inc.
   Bankr. D. Wyo. Case No. 06-20480
      Chapter 11 Petition filed September 22, 2006
         See http://bankrupt.com/misc/wyb06-20480.pdf

In re Infocus Holding Group, LLC
   Bankr. W.D. Pa. Case No. 06-24661
      Chapter 11 Petition filed September 22, 2006
         See http://bankrupt.com/misc/pawb06-24661.pdf

In re International Longshoremen's Association - Local 1423
   Bankr. S.D. Ga. Case No. 06-20714
      Chapter 11 Petition filed September 22, 2006
         See http://bankrupt.com/misc/gasb06-20714.pdf

In re Kenneth A. Volk
   Bankr. D. Ariz. Case No. 06-03056
      Chapter 11 Petition filed September 22, 2006
         See http://bankrupt.com/misc/azb06-03056.pdf

In re Reid H. Olds DDS, P.C.
   Bankr. W.D. Mich. Case No. 06-04644
      Chapter 11 Petition filed September 22, 2006
         See http://bankrupt.com/misc/miwb06-04644.pdf

In re KW Enterprises, Inc.
   Bankr. W.D. Wis. Case No. 06-12324
      Chapter 11 Petition filed September 25, 2006
         See http://bankrupt.com/misc/wiwb06-12324.pdf

In re Michael J. Mathews
   Bankr. E.D. Wash. Case No. 06-02354
      Chapter 11 Petition filed September 25, 2006
         See http://bankrupt.com/misc/waeb06-02354.pdf

In re Pacific Truss Span, Inc.
   Bankr. W.D. Wash. Case No. 06-42284
      Chapter 11 Petition filed September 25, 2006
         See http://bankrupt.com/misc/wawb06-42284.pdf

In re Rodney J. Roy
   Bankr. D. Ariz. Case No. 06-03076
      Chapter 11 Petition filed September 25, 2006
         See http://bankrupt.com/misc/azb06-03076.pdf

In re Toyland Daycare & Learning Center, Inc.
   Bankr. M.D. Ala. Case No. 06-31219
      Chapter 11 Petition filed September 25, 2006
         See http://bankrupt.com/misc/almb06-31219.pdf

In re Robinett Copier and Mailing Solutions, LLC
   Bankr. W.D. Mo. Case No. 06-60936
      Chapter 11 Petition filed September 26, 2006
         See http://bankrupt.com/misc/mowb06-60936.pdf

In re Warren Funeral Chapel, Inc.
   Bankr. W.D. Mo. Case No. 06-21021
      Chapter 11 Petition filed September 26, 2006
         See http://bankrupt.com/misc/mowb06-21021.pdf

                             *********

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.

                    *** End of Transmission ***