TCR_Public/061003.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 3, 2006, Vol. 10, No. 235

                             Headlines

AAR CORP: Moody's Assigns Loss-Given-Default Ratings
ABBFS MORTGAGE: Moody's Downgrades Class B Notes to B2 from Ba1
ABRAXAS PETROLEUM: Selling Texas Non-Core Assets for $12 Million
ACIH INC: Moody's Assigns Loss-Given-Default Ratings
ADVANCED VENDING: To Submit Agreed Order on Cash Collateral Access

ADVANCED VENDING: Can Get $40,000 Interim Financing from Pioneer
AEP INDUSTRIES: Moody's Assigns Loss-Given-Default Rating
ALLIANT TECHSYSTEMS: Moody's Assigns Loss-Given-Default Ratings
ALTEON INC: $3.1MM Grant Awarded to UT Southwestern Medical Center
ALTIUS III: Moody's Assigns Ba1 Rating to $6 Million Class E Notes

AMERIQUAL GROUP: Moody's Assigns Loss-Given-Default Ratings
AMERIVEST PROPERTIES: Sells Hackberry and Scottsdale Offices
ANCHOR GLASS: Wants to Pursue Civil Action with Mark Anthony
ANVIL KNITWEAR: Voluntary Chapter 11 Case Summary
ARINC INCORPORATED: Moody's Assigns Loss-Given-Default Ratings

ARMOR HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
ARMSTRONG WORLD: Emerges From Chapter 11 Protection
ARMSTRONG WORLD: Parent Loses Ownership Upon Chapter 11 Emergence
ATARI INC: Sells Shiny Entertainment to Foundation 9
BALLYROCK CLO: $14MM Class E Notes Gets Moody's Ba2 Rating

B/E AEROSPACE: Moody's Assigns Loss-Given-Default Ratings
BERTUCCI'S CORP: Moody's Withdraws Caa1 Rating on Senior Notes
BIRDS EYE: Moody's Assigns LGD5 Rating to $50MM Sr. Subor. Notes
BOMBARDIER INC: Moody's Assigns Loss-Given-Default Ratings
CALPINE CORP: Sells Thomassen to Ansaldo Energia for $23.5 Million

CALPINE CORP: Can Give Greenfield Energy $45MM with Panel's OK
CARRAWAY METHODIST: Files Schedules of Assets and Liabilities
CARRAWAY METHODIST: Taps Cabaniss Johnston as Special Counsel
CEP HOLDINGS: Taps Baker & Hostetler as Bankruptcy Counsel
CEP HOLDINGS: Wants Until October 20 to File Schedules & Statement

CHEMDESIGN CORP: Court Approves Consolidation with SpecialtyChem
CHEMDESIGN CORP: Withdraws Request for Godfrey & Kahn as Counsel
CHIQUITA BRANDS: Moody's Affirms Caa1 Rating on $250MM Sr. Notes
COLLINS & AIKMAN: Defends Move to Conduct Probe on Major Customers
COLLINS & AIKMAN: Issues Rejection Notice for Various GECC Leases

COMPLETE RETREATS: Court OKs Panel's Information Sharing Protocol
CORPORATE AND LEISURE: Receivership Didn't Bar Bankruptcy Filing
COUDERT BROTHERS: Taps Klestadt & Winters as Bankruptcy Counsel
COUDERT BROTHERS: Taps Ehlers Ehlers as Special German Counsel
CRYOPAK INDUSTRIES: Creditors Name Deloitte & Touche as Receiver

CS AVISERS: Moody's Rates $14 Mil. Class D Secured Notes at Ba2
CTI FOODS: Moody's Confirms B2 Corporate Family Rating
DANA CORP: Wants Court to Reconsider Order Denying M. Burns' Fees
DANA CORP: Plans to File Nissan Settlement Agreement Under Seal
DANNY WHITLEY: Case Summary & Nine Largest Unsecured Creditors

DECRANE AIRCRAFT: Moody's Assigns Loss-Given-Default Ratings
DELPHI CORP: Equity Panel Wants Houlihan as Financial Advisor
DELTA AIR: Comair's Pending Union Talks May Halt Jet Service Bid
DELTA AIR: Wants Claims Objection Procedures Established
DELTA AIR: Proposes Process for Litigating Leveraged Lease Deals

DENNY'S CORP: Closes $62 Million Property Sale to National Retail
DICUT INC: Strikes Deal With Creditors on $1.8MM Obligations
DIGITAL DESCRIPTOR: Reports $12.4 Mil. Equity Deficit at June 30
DRS TECHNOLOGIES: Moody's Assigns Loss-Given-Default Ratings
EAGLE FAMILY: Moody's Assigns B3 Corporate Family Rating

EASY GARDENER: U.S. Trustee Amends Creditors Committee Membership
ECHOSTAR COMMS: Unit Prices $500 Million Notes Issue
ENTRAVISION COMMS: Moody's Assigns Loss-Given-Default Ratings
ESTERLINE TECH: Moody's Assigns Loss-Given-Default Ratings
EVERGREEN INT'L: Extends 12% Senior Notes Offering to October 6

EXABYTE CORP: Wells Fargo Increases Borrowing Base by $2 Million
EXTENDICARE HEALTH: Moody's Assigns Loss-Given-Default Ratings
FISHER COMMS: Moody's Assigns Loss-Given-Default Rating
FRIENDLY ICE: John Cutter Resigns as President and CEO
GALAXY VII: Moody's Assigns Ba2 Rating to $13.5MM Class E Notes

GATX CORP: Selling Majority of Aircraft Leasing Business
GE CAPITAL: Moody's Lowers Rating on Class B-1 Notes to Caa2
GENESIS HEALTHCARE: Moody's Assigns Loss-Given-Default Ratings
GOLD KIST: Moody's Reviews for Upgrade B3 Rated $130MM Sr. Notes
GOODYEAR TIRE: USW to End Contract Extension on Thursday

GRANITE BROADCASTING: Moody's Assigns Loss-Given-Default Rating
GRAY TELEVISION: Moody's Assigns Loss-Given-Default Ratings
GS ENERGY: Reports $10,747 of Net Income in Second Quarter
HARRAH'S ENT: Gets $15 Billion Buyout Offer From Two Equity Firms
HARRAH'S ENTERTAINMENT: Moody's Revises Outlook to Negative

HARRAH'S ENTERTAINMENT: Purchase Proposal Cues S&P to Cut Ratings
HARRAH'S ENTERTAINMENT: Fitch Lowers Issuer Default Rating to BB+
HEALTHSOUTH CORP: Court Approves $445 Mil. Settlement Agreement
HCA INC: Moody's Assigns Loss-Given-Default Ratings
HEXCEL CORP: Moody's Assigns Loss-Given-Default Ratings

HOLLINGER INC: Court Orders Continuing Asset Freeze on Lord Black
HOLLYWOOD THEATERS: Moody's Assigns Loss-Given-Default Ratings
HONOR SERVICES: Voluntary Chapter 11 Case Summary
IMAX CORP: Moody's Assigns LGD4 Rating to 9-5/8% Senior Notes
IMMEDIATEK INC: Reports 2nd Quarter Results Under New Accounting

INN OF THE MOUNTAIN: Moody's Assigns LGD4 Rating to 12% Sr. Notes
INTERPUBLIC GROUP: Moody's Assigns Loss-Given-Default Ratings
INTERSTATE BAKERIES: 3V Capital Appointed in Six-Member Committee
INTERSTATE BAKERIES: Ct. OKs CONSOR Intellectual as IP Consultant
INTERTAPE POLYMER: Explores Strategic & Financial Alternatives

INTRAWEST CORP: Moody's Assigns Loss-Given-Default Ratings
ISLE OF CAPRI: Moody's Assigns Loss-Given-Default Ratings
KAISER ALUMINUM: VEBA Trust Mulls Public Offering of 2.5MM Shares
KAISER ALUMINUM: Witmer Parties Disclose 1,071,216 Equity Stake

KERASOTES SHOWPLACE: Moody's Assigns Loss-Given-Default Ratings
KLEROS PREFERRED: Moody's Puts Ba1 Ratings on $6MM Class E Notes
KMC TELECOM: Dissolves Company, Accepting Claims Until November 22
KNOLL INC: Moody's Assigns B1 Probability-of-Default Rating
L-3 COMMS: Moody's Assigns Loss-Given-Default Ratings

LAMAR ADVERTISING: Moody's Assigns Loss-Given-Default Rating
LENOX GROUP: Moody's Assigns B2 Corporate Family Rating
LEVITZ HOME: Wants to Reject Three Store Leases in Calif. & N.J.
LIBBEY GLASS: Moody's Confirms B2 Corporate Family Rating
LUBBOCK HOUSING: Moody's Cuts Rating on Series 2002C Bonds to Ba2

LUTHER MARCENA: Voluntary Chapter 11 Case Summary
LUX DIGITAL: Case Summary & Three Largest Unsecured Creditors
MAJESTIC HOLDCO: Moody's Assigns Loss-Given-Default Ratings
MARGO CARIBE: Receives Letter of Reprimand from Nasdaq
MEDIACOM BROADBAND: Selling $300MM of Senior Notes Due 2015

MEDIACOM BROADBAND: Moody's Assigns B3 Ratings to Senior Notes
MEDICAL CONNECTIONS: Reports $500,939 Net Loss in 2006 2nd Quarter
MGM MIRAGE: Moody's Assigns Loss-Given-Default Ratings
MICHAELS STORES: Updates Sales Forecast for 2006 Third Quarter
MILLENNIUM NEW JERSEY: Moody's Assigns Loss-Given-Default Ratings

MILLS CORP: Laurence Siegel Steps Down as Chief Executive Officer
MODERN TECHNOLOGY: Retires $1 Mil. Conv. Debt to Increase Equity
MOHEGAN TRIBAL: Moody's Assigns Loss-Given-Default Ratings
MOONEY AEROSPACE: Posts $2.7 Million Net Loss in Second Quarter
MULLIGAN'S AUBURN: Case Summary & 21 Largest Unsecured Creditors

NATIONAL BEDDING: Moody's Assigns B1 Corporate Family Rating
NEP SUPERSHOOTERS: Moody's Assigns Loss-Given-Default Rating
NEW RIVER: Woodland Resources Wants Case Dismissed
NEW RIVER: Taps Jennings & Valancy to Handle Marina Litigation
NORD RESOURCES: Nedbank Extends Maturity of $4.9 Mil. Secured Loan

NORTHLAKE DEVELOPMENT: Voluntary Chapter 11 Case Summary
NVE INC: Has Until Oct. 15 to File Chapter 11 Reorganization Plan
NVE INC: Court Approves Holzhauer & Holenstein as Appraiser
ORBITAL SCIENCES: Moody's Assigns Loss-Given-Default Ratings
OTIS SPUNKMEYER: Moody's Affirms B1 Corporate Family Rating

PELTS & SKINS: Court Sets October 25 DIP Financing Hearing
PIER 1: Chairman & CEO Marvin Girouard to Retire in February 2007
PILGRIM'S PRIDE: Offers to Buy all of Gold Kist's 10.25% Notes
PILGRIM'S PRIDE: Moody's Puts Ba2 Corp. Family Rating on Watch
PROFESSIONAL INVESTORS: Hires John Lewis as Bankruptcy Counsel

PROFESSIONAL INVESTORS: Files Schedules of Assets and Liabilities
RAINIER CBO: Moody's Lifts Rating on $8MM Notes to B2 from Caa2
RENATA RESORT: Disclosure Statement Hearing Set for October 27
RESIDENTIAL ASSET: Moody's Puts B1 Rated Class M Notes on Watch
RETTIG ENTERPRISES: Case Summary & 17 Largest Unsecured Creditors

REYNOLDS & REYNOLDS: Moody's Rates Planned $925 Mil. Loan at B3
RICHMOND REDEVELOPMENT: Moody's Holds Ba3 Rating on $5.6MM Bonds
RICKY MYERS: Case Summary & Seven Largest Unsecured Creditors
ROCKVILLE ORTHOPEDIC: Case Summary & 20 Largest Unsec. Creditors
ROTECH HEALTHCARE: Moody's Affirms Caa3 Rating on $300 Mil. Notes

ROWE COMPANIES: Has Until October 18 to File Schedules & Statement
ROWE COMPANIES: Taps PENTA Advisory as Financial Advisor
SACO I: Moody's Reviews Ba2 Rated Notes for Possible Downgrade
SAINT VINCENTS: Buys Fresh Meadows Property for $4.2 Million
SAINT VINCENTS: Court OKs Set Off Deal with New York Dialysis

SEALY MATTRESS: Moody's Affirms Ba3 Corporate Family Rating
SIMMONS COMPANY: Moody's Confirms B2 Corporate Family Rating
SOLSTICE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
SOLUTIA INC: Wants to Extend Plan-Filing Period to April 10, 2007
SOPHIE NG: Case Summary & Nine Largest Unsecured Creditors

SOUTH COAST: Poor Credit Quality Cues Moodys to Downgrade Ratings
SPANISH BROADCASTING: Moody's Assigns Loss-Given-Default Rating
SPECIALTYCHEM PRODUCTS: Court Okays Consolidation with ChemDesign
SPIRIT AEROSYSTEMS: Moody's Assigns Loss-Given-Default Ratings
STEELCASE INC: Moody's Confirms Ba1 Corporate Family Rating

STEINWAY MUSICAL: Moody's Downgrades Rating on Senior Notes to B1
STRUCTURED ASSET: Moody's Eyes Downgrade of BI Rated Certificates
TARGA RESOURCES: Moody's Cuts Corp. Family Rating to B1 from Ba3
TEMPUR-PEDIC: Moody's Confirms Ba3 Corporate Family Rating
TORRES ESPINO: Case Summary & 20 Largest Unsecured Creditors

TRANSDIGM INC: Moody's Assigns Loss-Given-Default Ratings
TRAVIS COUNTY: Defaults Prompt Moody's to Lower Rating on Notes
TRIGEM COMPUTER: Receives Lone Bid from Human & Technology
TRIGEM COMPUTER: Disposes Stake in Korea ePlatform
TRIGEM COMPUTER: Inks Pact with Gateway on Stay Modification

TRI-UNION: Plains Mktg. Prevails in Defense of Alleged Preference
TYSON FOODS: Resolves Government Hiring Concerns in Six Locations
UNITY WIRELESS: Provides Update on Business Strategy for Growth
UNIVERSAL PROPERTY: Accumulated Deficit Tops $32.8 Mil. at June 30
US LEC: June 30 Balance Sheet Upside-Down by $272.9 Million

UTILITY CRAFT: Hires Hale Resources as Bankruptcy Consultant
VISIPHOR CORP: Board Appoints Michael Hilton as President and COO
VOUGHT AIRCRAFT: Moody's Assigns Loss-Given-Default Ratings
WERNER LADDER: Panel Wants to Retain Neil Minihane as Consultant
WERNER LADDER: Wants to Hire Mercer as Human Resources Consultant

WESTERN APARTMENT: Files Disclosure Statement in Hawaii
WESTERN APARTMENT: Disclosure Statement Hearing Set on October 16
WHITE RIVER: Court Okays McGuireWoods LLP as Bankruptcy Counsel
WHITE RIVER: Bankruptcy Court Okays Keat Bumb as Local Counsel
WIDEOPENWEST: Moody's Affirms Caa1 Second Lien Rating

WINN-DIXIE: Wants to Assume Modified Cardtronics Agreement
WINN-DIXIE: Wants to Assume Six Negotiated Contracts
WORNICK CO: Moody's Assigns Loss-Given-Default Ratings
YOUNG BROADCASTING: Moody's Assigns Loss-Given-Default Rating

* Large Companies with Insolvent Balance Sheets

                             *********

AAR CORP: 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, the rating agency confirmed its B1 Corporate
Family Rating for AAR Corp.  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
   ----------           -------  -------  ------   ----------

   6.875% Notes
   Payable due
   2007                    B2       B1     LGD4        55%

   2.875% Conv.
   Notes Payable
   due 2024                B2       B1     LGD4        55%

   Sr. Unsecured
   Notes Shelf           (P)B2    (P)B1    LGD4        55%

   Sr. Subordinated
   Notes Shelf           (P)Caa1  (P)B3    LGD6        97%

   Preferred Stock
   Shelf                 (P)Caa3  (P)B3    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%).

AAR CORP -- http://www.aarcorp.com/-- a Chicago suburb near
O'Hare International Airport, employs approximately 3,500 people
at more than 40 locations around the world.


ABBFS MORTGAGE: Moody's Downgrades Class B Notes to B2 from Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded a certificate from a
transaction, issued by ABFS Mortgage Loan Trust.  The transaction
is backed by sub-prime mortgage loans.

The 2002-2 Class B certificate is being downgraded based on the
deals performing below Moody's original expectations.  Since the
bankruptcy of the initial servicer delinquencies and losses have
remained higher than the rating agency's initial expectations.

Issuer: ABFS Mortgage Loan Trust

Downgrade:

   * Series 2002-2; Class B, downgraded from Ba1 to B2


ABRAXAS PETROLEUM: Selling Texas Non-Core Assets for $12 Million
----------------------------------------------------------------
Abraxas Petroleum Corporation has closed on the sale of certain
non-core assets located in South Texas for a total consideration
of $12 million, subject to closing adjustments.  The effective
date of the sale was Aug. 1, 2006.

"This asset sale will provide us the financial liquidity and
flexibility to continue our 2006 capital development plan;
however, due to the recent downturn in natural gas prices, we
may delay certain drilling activities until rig rates come into
balance with commodity prices" commented Bob Watson, Abraxas'
President and CEO.  Since the valuation paid exceeds our
historical finding and development costs, we feel confident in our
ability to replace these reserves and associated production prior
to year-end."

The non-core assets are located in the Three Rivers Field of Live
Oak County, Texas and represented less than 2% of the Company's
net proved reserves as of Dec. 31, 2005 and approximately 3% of
the Company's current daily net production.  The net proceeds will
be used to repay outstanding indebtedness under the Company's
revolving credit facility, to continue the development of its core
assets in Texas, and for general corporate purposes.

Headquartered in San Antonio, Texas, Abraxas Petroleum Corp --
http://www.abraxaspetroleum.com/-- is an independent natural gas
and crude oil exploitation and production company with operations
concentrated in Texas and Wyoming.  Abraxas was founded in 1977
and is publicly traded on the American Stock Exchange under the
ticker symbol "ABP".

                        *     *     *

At March 31, 2006, Abraxas Petroleum Corporation's balance sheet
showed total stockholders' deficit of $21,842,000 out of
$124,852,000 in total assets and $146,694,000 in total
liabilities.


ACIH INC: 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 U.S. building products sector, the rating
agency confirmed its B2 Corporate Family Rating for ACIH, Inc., as
well as its Caa1 rating on the company's $174 million Senior
Discount Notes Due 2012.  The debentures were assigned an LGD6
rating suggesting noteholders will experience a 90% loss in the
event of default.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $378.5m Gtd. Sr.
   Sec. Term Loan B       B2        B1     LGD3       37%

   $46.5m Gtd. Sr.
   Sec. Delayed Draw
   Term Loan              B2        B1     LGD3       37%

   $50m Gtd. Sr. Sec.
   Revolving Credit
   Facility               B2        B1     LGD3       37%

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 Dallas, Texas, ACIH, Inc., through its subsidiary
Atrium Companies, Inc., is engaged in the manufacture and sale of
windows, patio doors and various building materials throughout
North America.


ADVANCED VENDING: To Submit Agreed Order on Cash Collateral Access
------------------------------------------------------------------
Advanced Vending Systems Inc. and its lenders, Merrill Lynch,
Northwest Georgia Bank and AmSouth Bank, will be submitting to the
the U.S. Bankruptcy Court for the Eastern District of Tennessee a
stipulation regarding the Debtor's use of the cash collateral
securing repayment of its obligations to the lenders.

On Aug. 11, 2006, the Court gave the Debtor authority, on an
interim basis, to use the cash collateral pursuant to a three-
month budget.

The Debtor's cash collateral budget is available for free
at http://researcharchives.com/t/s?12b6

The Court noted that the Debtor's cash collateral use may not
exceed 10% of any one item without the lenders' consent.

The Court also directed the Debtor to maintain insurance covering
all personal property collateral and provide a copy of the policy
to its lenders showing the lenders as mortgagees.

As adequate protection, the Debtor granted replacement liens in
its postpetition accounts receivable and inventory to the
individual secured creditors with the same extent and in the same
priority as these creditors held in prepetition accounts and other
assets.  The Debtors also granted the lenders a superpriority
administrative expense claim, but only to the extent and in the
amount of the Debtor's actual use of the cash collateral.

Headquartered in Ringgold, Georgia, Advanced Vending Systems, Inc.
-- http://www.avsvend.com/-- operates snack food vending
machines.  The Company filed for chapter 11 protection on Aug. 7,
2006 (Bankr. E.D. Tenn. Case No. 06-12523).  Richard C Kennedy,
Esq., at Kennedy, Koontz & Farinash, and Thomas L. N. Knight,
Esq., at Grisham, Knight and Hooper, represent the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtor filed for protection from its creditors, it estimated less
than $50,000 in assets and estimated debts between $10 million and
$50 million.


ADVANCED VENDING: Can Get $40,000 Interim Financing from Pioneer
----------------------------------------------------------------
On an interim basis, the U.S. Bankruptcy Court for the Eastern
District of Tennessee authorized Advanced Vending Systems Inc. to
obtain up to $40,000 in postpetition financing from Pioneer
Financial Services Inc., N.A.

The Court previously authorized the Debtor to borrow $142,500
from Pioneer Financial to fund additional inventory purchases as
well as payroll and insurance payments.

As adequate protection, the Court directed the Debtor to furnish
Pioneer Financial with certificates of title for its vehicles, for
sale and leaseback to the Debtor pursuant to the equipment lease
agreement the parties had entered into.

A final hearing toconsider the Debtor's postpetition financing
request will be held on Oct. 12, 2006, 10:00 a.m., at Courtroom A,
United States Bankruptcy Court, 31 E. Eleventh Street, in
Chattanooga, Tennessee.

Objections must be filed with the Court by 4:30 p.m., on
Oct. 11, 2006.  Copies of the objection must be sent to:

   Richard C. Kennedy, Esq.
   Kennedy, Koontz & Farinash
   320 North Holtzclaw Avenue
   Chattanooga, TN 37404
   Tel:(423) 622-4535
   Fax:(423) 622-4583

Headquartered in Ringgold, Georgia, Advanced Vending Systems, Inc.
-- http://www.avsvend.com/-- operates snack food vending
machines.  The Company filed for chapter 11 protection on Aug. 7,
2006 (Bankr. E.D. Tenn. Case No. 06-12523).  Richard C Kennedy,
Esq., at Kennedy, Koontz & Farinash, and Thomas L. N. Knight,
Esq., at Grisham, Knight and Hooper, represent the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtor filed for protection from its creditors, it estimated less
than $50,000 in assets and estimated debts between $10 million and
$50 million.


AEP 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 U.S. non-paper packaging sector, the rating agency
confirmed its Ba3 Corporate Family Rating for AEP Industries and
its B1 rating on the company's $175 million 7.875% Senior Notes
Due 2015.  Moody's assigned the debentures an LGD4 rating
suggesting noteholders will experience a 69% 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%).

AEP Industries Inc. manufactures and markets plastic packaging
films, including polyethylene, polyvinyl chloride and
polypropylene flexible packaging products for the industrial and
agricultural applications.  AEP operates in eight countries in
North America, Europe and Asia Pacific.  On Feb. 10, 2005, the
company disposed off AEP Industries Packaging France SAS and on
March 25, 2005, the Group disposed off Termofilm SpA.  On Feb. 23,
2006, the company acquired Mercury Plastics Inc.


ALLIANT TECHSYSTEMS: 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, the rating agency confirmed its Ba3 Corporate
Family Rating for Alliant Techsystems Inc.

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. Secured
   Revolving Credit
   Facility due 2009      Ba2      Baa3    LGD2        10%

   Sr. Secured
   Term A Loan
   due 2009               Ba2      Baa3    LGD2        10%

   6.75% Sr.
   Subordinate
   Notes due 2016         B2        B1     LGD4        64%

   2.75% Convertible
   Sr. Subordinate
   Notes due 2011         B2        B1     LGD4        64%

   2.75% Convertible
   Sr. Subordinate
   Notes due 2024         B2        B1     LGD4        64%

   3% Convertible
   Sr. Subordinate
   Notes due 2024         B2        B1     LGD4        64%

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 Edina, Minnesota, Alliant Techsystems Inc. is a
leading supplier of propulsion, composite structures, munitions,
precision capabilities, and civil and sporting ammunition.


ALTEON INC: $3.1MM Grant Awarded to UT Southwestern Medical Center
------------------------------------------------------------------
A Phase 2 clinical study of Alteon Inc.'s alagebrium will be
conducted at the University of Texas Southwestern Medical Center
at Dallas as part of a five-year $3.1 million National Institutes
of Health grant.  Alagebrium will be studied as an intervention
when combined with exercise training with the goal of
significantly improving cardiac compliance and diastolic function
in aged individuals.  Demonstrating an ability of alagebrium to
reverse deficits attributable to aging and sedentary lifestyle
would be supportive of Alteon's development efforts for alagebrium
in diastolic heart failure.

The study is expected to be initiated during the first half of
2007, and is expected to enroll approximately 60 patients.
Benjamin D. Levine, M.D., the Principal Investigator, is Director
of the Institute for Exercise and Environmental Medicine at
Presbyterian Hospital, Professor of Internal Medicine at UT
Southwestern.


                        About Alteon Inc.

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

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 19, 2006,
J.H. Cohn LLP expressed substantial doubt about Alteon's ability
to continue as a going concern after auditing the Company's
financial statements for the year ended Dec. 31, 2005.  The
auditing firm pointed to the Company's $13 million net loss and
using approximately $14 million of cash in operating activities
during the year ended Dec. 31, 2005.


ALTIUS III: Moody's Assigns Ba1 Rating to $6 Million Class E Notes
------------------------------------------------------------------
Moody's Investors Service reported it assigned ratings to notes
issued by Altius III Funding, Ltd.

These are the ratings assigned:

   * Aaa to $ 17,500,000 Class S Floating Rate Notes Due
     2012;

   * Aaa to $ 220,000,000 Class A-1a Floating Rate Notes Due
     2041;

   * Aaa to $ 499,950,000 Class A-1b-1F Floating Rate Notes
     Due 2041;

   * Aaa to $ 499,950,000 Class A-1b-1B Floating Rate Notes
     Due 2041;

   * Aaa to $ 300,000,000 Class A-1b-2 Floating Rate Notes
     Due 2041;

   * Aaa to $ 250,000,000 Class A-1b-3 Floating Rate Notes
     Due 2041;

   * Aaa to $ 100,000 Class A-1b-v Floating Rate Notes Due
     2041;

   * Aaa to $ 90,000,000 Class A-2 Floating Rate Notes Due
     2041;

   * Aa2 to $ 88,000,000 Class B Floating Rate Notes Due
     2041;

   * A2 to $ 23,000,000 Class C Floating Rate Deferrable
     Notes Due 2041;

   * Baa2 to $ 19,000,000 Class D Floating Rate Deferrable
     Notes Due 2041 and

   * Ba1 to Up to $ 6,000,000 Class E Floating Rate
     Deferrable Notes Due 2041.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Note's governing documents, and are based on the expected loss
posed to the Noteholders relative to receiving the present value
of such payments.  The ratings of the Notes reflect the credit
quality of the underlying assets as well as the credit enhancement
for the Notes inherent in the capital structure and the
transaction's legal structure.  This transaction is a high grade
ABS deal that is managed by Aladdin Capital Management LLC.


AMERIQUAL GROUP: 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, the rating agency confirmed its B1 Corporate
Family Rating for Ameriqual Group, LLC.

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
   ----------           -------  -------  ------   ----------
   9% Sr. Secured
   Global Notes
   due 2012                B1       B2     LGD4       62%

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%).

Evansville, Indiana-based AmeriQual provides Meals-Ready to Eat,
salads and sandwiches; operators of commercial and industrial
buildings; investment holding company.


AMERIVEST PROPERTIES: Sells Hackberry and Scottsdale Offices
------------------------------------------------------------
AmeriVest Properties Inc. has completed the sale of its Hackberry
View office building in Dallas, Texas.

Hackberry View, a 114,598 square-foot office property, was sold
for $17.5 million or approximately $153 per square foot, to
Koll/PER, LLC (Koll/PER), a limited liability company owned by The
Koll Company of Newport Beach, California, and the Public Employee
Retirement System of Idaho.

The estimated cash proceeds of approximately $5.5 million, after
assignment of the first and second mortgage, closing costs and
adjustments, will be accumulated with other proceeds and made
available, subject to the expenses and other costs of the Company,
for distribution to shareholders under the plan of liquidation
approved by AmeriVest shareholders.

This is the third closing under the July 17, 2006, purchase and
sale agreement with Koll/PER.  Additional closings will be
scheduled as loan assumption approvals are received from
AmeriVest's mortgage lenders and other traditional closing
activities are completed.

On Sept. 27, 2006, AmeriVest received a written notice of
Koll/PER's intention, pursuant to the terms of the purchase and
sale agreement, to extend the loan assumption period through
November 14, 2006.

                     Scottsdale Norte Sale

AmeriVest has also completed the sale of its Scottsdale Norte
office building in Scottsdale, Arizona.  Scottsdale Norte, a
79,689-square-foot office property, was sold for $18,000,000, or
approximately $225 per square foot, to Koll/PER.

The estimated cash proceeds of approximately $11.0 million, after
payoff of the first mortgage, closing costs and adjustments, will
be accumulated with other proceeds and available, subject to the
expenses and other costs of the Company, for distribution to
shareholders under the plan of liquidation approved by AmeriVest
shareholders.

"We are pleased to complete the second of what we expect will be
eight scheduled closings for the portfolio," said Charles Knight,
CEO of AmeriVest.  "Since execution of the purchase and sale
agreement in July, AmeriVest and the purchaser have been working
diligently with all of our lenders to complete the loan
assumptions required for the remaining properties as quickly as
possible.  Although we have made significant progress, the
approval and documentation process for certain loans is taking
longer than we initially expected, especially for the conduit and
securitized loans.

"In addition, we were recently notified by Teachers Insurance and
Annuity Association of America, the lender on our Arrowhead,
Kellogg and Sheridan Center properties, that on August 31, 2006
they sold their interest in that loan to Morgan Stanley Mortgage
Capital Inc., which may affect the timing and conditions of the
assumption of that loan.  At present, we still expect to complete
all sales prior to Dec. 31, 2006.  By late October, we anticipate
that we will have more clarity on the timing of closings of the
remaining properties and the estimated costs of completing the
liquidation and winding up process.  The Board plans to update its
estimates of the range and timing of liquidating cash
distributions in a similar time frame."

The Board of Directors of AmeriVest has not yet established any
dates for the payment of liquidating distributions. There can be
no assurance with respect to the timing or amount of any
distribution or distributions to be made by AmeriVest, or that any
other closings will occur under the purchase and sale agreement or
otherwise.

                  About AmeriVest Properties

Headquartered in Denver, Colorado, AmeriVest Properties Inc.
(AMEX: AMV) -- http://www.amvproperties.com/-- provides Smart
Space for Small Business(TM) in Denver, Phoenix, and Dallas
through the acquisition, repositioning and operation of multi-
tenant office buildings in those markets.

                         *     *     *

As reported in the Troubled Company Reporter on June 5, 2006,
AmeriVest Properties Inc.'s stockholders approved a Plan of
Liquidation at its annual meeting.

Under the Plan, the Company's remaining 12 office properties will
be sold on an orderly basis and proceeds distributed to
stockholders.  All 12 properties are listed with Trammell Crow
Company and the sales process is being managed through Trammell
Crow's Denver office.  Detailed information regarding the
properties was released to over 4,000 prospective purchasers on
May 1, 2006.


ANCHOR GLASS: Wants to Pursue Civil Action with Mark Anthony
------------------------------------------------------------
Mark Anthony Group Companies and Anchor Glass Container
Corporation are co-defendants in a negligence lawsuit in
Burlington County, New Jersey.

The Civil Action proceedings were stayed when Anchor Glass filed
for bankruptcy.

Mark Anthony asks the U.S. Bankruptcy Court for the Middle
District of Florida to modify the automatic stay to permit it and
the Debtor to proceed with the Civil Action to its final
resolution.

Philip Fairman, Esq., in Tampa, Florida, notes that the Debtor
was insured under a commercial general liability policy during
all times relevant to Mark Anthony's cross claims for indemnity
and contribution in the Civil Action.

Permitting Mark Anthony to pursue its cross-claims in the Civil
Action to their final resolution would be the most efficient
manner to liquidate Mark Anthony's claims against the Debtor, Mr.
Fairman contends.

In any recovery against the Debtor, Mark Anthony agrees to be
bound by the policy limit of any and all applicable insurance
policies and other available statutory insurance that is deemed
to owe coverage to the Debtor for the Civil Action Claims.
Accordingly, there will be no adverse impact on the Debtor's
estate if the automatic stay is modified, Mr. Fairman asserts.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents Anchor Glass in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When Anchor Glass filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ANVIL KNITWEAR: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: Anvil Knitwear, Inc.
             228 East 45th Street
             New York, NY 10017

Bankruptcy Case No.: 06-12345

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Anvil Holdings, Inc.                       06-12346
      Spectratex, Inc.                           06-12347

Type of Business: The Debtors design, manufacture, and market
                  activewear for men, women, and children.  Anvil
                  Holdings owns all of the outstanding common
                  stock of Anvil Knitwear, which is the Debtors'
                  primary operating company.

Chapter 11 Petition Date: October 2, 2006

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Richard A. Stieglitz, Jr., Esq.
                  Dechert, LLP
                  30 Rockefeller Plaza
                  New York, NY 10112
                  Tel: (212) 698-3571
                  Fax: (212) 698-3599

Consolidated Financial Data as of July 29, 2006:

   Total Assets: $110,682,000

   Total Debts:  $244,586,000

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


ARINC INCORPORATED: 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, the rating agency confirmed its Ba3 Corporate
Family Rating for Arinc Incorporated.  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. Secured
   Revolving Credit
   Facility due 2009      Ba3      Ba3     LGD3       48%

   Sr. Secured Term
   Loan B due 2011        Ba3      Ba3     LGD3       48%

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%).

Annapolis, Maryland-based, ARINC Inc. -- http//www.arinc.com/ --
provides communications and IT services to the global aviation
industry and the U.S. military and other government agencies.


ARMOR HOLDINGS: 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, the rating agency confirmed its Ba3 Corporate
Family Rating for Armor Holdings Inc.  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
   ----------           -------  -------  ------   ----------
   2% Convertible
   Sr. Subordinated
   Notes due 2024          B1       B1     LGD5        77%

   8.25% Sr. Subor.
   Notes due 2013          B1       B1     LGD5        77%

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 Jacksonville, Florida, Armor Holdings, Inc.
manufactures and distributes security products and vehicle armor
systems for the law enforcement, military, homeland security, and
commercial markets.


ARMSTRONG WORLD: Emerges From Chapter 11 Protection
---------------------------------------------------
The "Fourth Amended Plan of Reorganization, as Modified," of
Armstrong World Industries, Inc., dated Feb. 21, 2006, has become
effective and AWI has emerged from Chapter 11 on Oct. 2, 2006.

As reported in the Troubled Company Reporter on Sept. 8, 2006, the
Plan, which was confirmed by the Honorable Eduardo C. Robreno of
the U.S. District Court for the Eastern District of Pennsylvania,
includes a comprehensive settlement resolving AWI's asbestos
liability by establishing and funding a trust to compensate all
current and future asbestos personal injury claimants.

"This is an exciting day for Armstrong and its employees," said
Michael D. Lockhart, AWI's Chairman and Chief Executive Officer.
"Today we emerged from Chapter 11 having made significant
operational improvements that provide the opportunity to grow and
strengthen our business.

"In addition to resolving AWI's asbestos liability, we used the
time in Chapter 11 to restructure our flooring business to make it
more competitive," Mr. Lockhart said.  "We made substantial
improvements in our cost structure by closing several plants and
streamlining our workforce in the U.S.  We have also expanded
capacity to manufacture wood flooring, broadened our product lines
and improved product quality and customer service."

AWI has had several consecutive quarters of improved financial
performance.  In the second quarter of 2006 AWI nearly doubled its
operating income (from $36.6 million to $72.5 million) from a year
ago.  This increase was primarily due to increased manufacturing
productivity and a 3% sales increase.  For the first six months of
2006, AWI's operating income increased to $120.7 million (compared
to $44.3 million for the first six months of 2005).  The
improvement in operating income was primarily due to higher sales,
improved manufacturing productivity, and reduced SG&A expenses.

"I would like to thank the nearly 15,000 Armstrong employees
around the world for their hard work, dedication and loyalty
during the past six years," said Mr. Lockhart.  "Armstrong has
gone through a lengthy and challenging Chapter 11 reorganization.
We could not have overcome the many obstacles we encountered
without the outstanding effort and commitment of our employees."

                         Exit Financing

AWI expects to receive commitments for a total of $1.1 billion in
a senior credit facility, including:

   (i) a $300 million revolving credit facility;
  (ii) a $300 million term loan with a five year maturity; and
(iii) a $500 million term loan with a seven year maturity.

The Revolving Credit Facility is immediately available to support
AWI's ongoing liquidity needs.  Both term loans are expected to be
funded on or about Oct. 16, 2006, and will be utilized to satisfy
distributions under the Plan.

"We are emerging from Chapter 11 with less debt and a stronger
balance sheet than six years ago," said Mr. Lockhart.  "Our solid
capital structure, combined with our recent financial performance,
means that our employees, customers, distributors, suppliers and
other business partners can be assured that the company is on
strong financial footing with good prospects for continued growth
and profitability going forward."

                         Plan Provisions

Pursuant to the Plan, AWI has established a trust in accordance
with the provisions of section 524(g) of the U.S. Bankruptcy Code
to resolve all current and future asbestos personal injury claims.
AWI is funding the Trust by making a one-time contribution of
cash, insurance assets and common stock of the reorganized AWI.
Those assets will be administered by the Trust's trustees and used
to pay asbestos claims in accordance with the provisions of the
Plan and the related Trust documents.  The reorganized AWI will
have no role or responsibility in the administration of the Trust.
Pursuant to the Plan, all present and future asbestos personal
injury claims must be asserted against the Trust, and all asbestos
claimants will be permanently enjoined from pursuing their claims
against the reorganized AWI.

The Plan provides for general unsecured creditors to receive a
combination of cash and common stock of the reorganized AWI on
account of their allowed claims.  Distributions to unsecured
creditors are expected to begin on October 17, 2006.  Plans for
listing and trading of AWI's new common stock are expected to be
announced next week.

Pursuant to the Plan, the ownership of AWI by its former parent,
Armstrong Holdings, Inc., ended upon AWI's emergence from Chapter
11.  All AWI stock owned by AHI has been cancelled.

                       Board of Directors

AWI has a new, nine member Board of Directors.  Mr. Lockhart will
continue to serve as Chairman and CEO of AWI, and no senior
management changes are expected.  In addition to Mr. Lockhart,
Judith R. Haberkorn and John J. Roberts, both of whom had served
on the Board of AHI, will serve on the new AWI Board.  The six
additional members of the new AWI Board are:

   * James J. Gaffney -- Chairman of Imperial Sugar Company;
     former Chairman and CEO of General Aquatics, Inc;

   * Robert C. Garland -- CEO of AFR Holdco, Inc., American Fiber
     Resources and Great Lakes Pulp Company;

   * Scott D. Miller -- President and CEO of the Six Sigma
     Academy; former Vice Chairman and President of Hyatt Hotels
     Corporation;

   * Russell F. Peppet -- Special Advisor to Park Avenue Equity
     Partners, a private equity firm; formerly Vice Chairman of
     Peat, Marwick, Mitchell & Co., now KPMG;

   * Arthur J. Pergament -- Founder and CEO of Pergament Advisors,
     LLC, a New York based asset manager serving the institutional
     and high net worth communities; and

   * Hon. Alexander M. Sanders, Jr. -- former President of
     Charleston College and Chief Judge on the South Carolina
     Court of Appeals.

                     Fresh Start Accounting

AWI will adopt fresh-start financial reporting as of its emergence
from Chapter 11.  Fresh start accounting requires the Company to
mark-to-market its entire balance sheet, similar to purchase
accounting.  This includes revaluing assets and liabilities to
current estimated fair value, setting shareholders' equity at an
amount to be determined by a third party valuation, and recording
any portion of the equity value that cannot be attributed to
specific tangible or intangible assets as goodwill.  The adoption
of fresh start accounting will have a material effect on AWI's
financial statements, primarily due to additional non-cash
expenses related to higher asset values.  As a result of the
application of fresh start reporting as of Oct. 2, 2006, AWI's
financial statements in future periods will not be comparable with
prior financial statements.

A full-text copy of the Fourth Amended Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?fb4

                      About Armstrong World

Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc.
-- http://www.armstrong.com/-- the major operating subsidiary of
Armstrong Holdings, Inc., designs, manufactures and sells interior
floor coverings and ceiling systems, around the world.

The Company and its debtor-affiliates filed for chapter 11
protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.  The Bankruptcy Court confirmed AWI's plan on
Nov. 18, 2003.  The District Court Judge Robreno confirmed AWI's
Modified Plan on Aug. 14, 2006.  The Clerk entered the formal
written confirmation order on Aug. 18, 2006.


ARMSTRONG WORLD: Parent Loses Ownership Upon Chapter 11 Emergence
-----------------------------------------------------------------
Pursuant to Armstrong World Industries, Inc.'s "Fourth Amended
Plan of Reorganization, as Modified," dated Feb. 21, 2006,
ownership of AWI by Armstrong Holdings, Inc. ended upon AWI's
emergence from Chapter 11 on Oct. 2, 2006.  All AWI stock owned by
AHI has been cancelled.

As reported in the Troubled Company Reporter on Aug. 30, 2006, AHI
has a pending claim in AWI's Chapter 11 case.  The AHI Claim
relates to intercompany charges and credits between the companies.
If and to the extent the AHI Claim or any part of it is allowed in
AWI's Chapter 11 case, AHI would recover on such claim on the same
basis as other creditors of AWI will recover under the AWI Plan.

AHI also disclosed that the Armstrong group of companies,
including AHI and AWI, may be entitled to receive a tax refund
based upon a carry back of a portion of the group's tax losses to
prior years, which may include a substantial ordinary income loss
by AHI as a result of cancellation of AHI's ownership in AWI.  A
study is underway to determine the amount of that loss.  Depending
on the size of the loss, AHI may also be entitled to additional
benefits from carrying forward any balance of its tax loss and the
use of its tax loss to recover estimated taxes paid by the
Armstrong group of companies in 2006.  The Armstrong group's tax
losses may be utilized in different ways, which may benefit AHI
and AWI differently, and AHI's and AWI's respective preferences
for utilization of the group's tax losses may conflict.

In order to address these issues with AWI, the Board of Directors
of AHI appointed a special committee of the Board.  The committee
will determine how AHI should deal with the AHI Claim and AHI's
interest in utilizing the Armstrong group's tax losses, as well as
any other issues that may arise between AHI and AWI.  The
committee intends to pursue a joint resolution of these issues
with AWI.  The special committee is comprised of AHI Board members
Jerre Stead and Edward Sellers.  Neither of these directors is a
current or prospective director or officer of AWI.  The special
committee appointed the law firm of McDermott, Will & Emery to
advise them in connection with these matters.

In addition, on Oct. 2, 2006, Judith Haberkorn, Ruth Owades, Jesse
Arnelle, James Marley and John Roberts resigned from the AHI
Board.  Messrs. Stead, Sellers and Michael D. Lockhart, as
Chairman, remain as Directors.

A full-text copy of the Fourth Amended Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?fb4

                      About Armstrong World

Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc.
-- http://www.armstrong.com/-- the major operating subsidiary of
Armstrong Holdings, Inc., designs, manufactures and sells interior
floor coverings and ceiling systems, around the world.

The Company and its debtor-affiliates filed for chapter 11
protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.  The Bankruptcy Court confirmed AWI's plan on
Nov. 18, 2003.  The District Court Judge Robreno confirmed AWI's
Modified Plan on Aug. 14, 2006.  The Clerk entered the formal
written confirmation order on Aug. 18, 2006.


ATARI INC: Sells Shiny Entertainment to Foundation 9
----------------------------------------------------
Atari, Inc., reported the completion of the Company's strategic
internal studio divesture through the sale of Shiny Entertainment
to Foundation 9 Entertainment.  Atari disclosed the operational
streamlining and portfolio refocus in early 2006.

"The sale of Shiny Entertainment completes the final phase of our
strategic restructuring," David Pierce, president and chief
executive officer of Atari, said.  "We now have a centralized
organization that can utilize external studio execution while
maintaining internal focus on creative development and
production."

Atari will retain its current project planning formerly developed
by Shiny, including Earthworm Jim.  The parties did not disclose
financial terms of the agreement.

                 About Foundation 9 Entertainment

Foundation 9 Entertainment -- http://www.F9E.com/-- develops
interactive entertainment products and properties, and is the
largest independent games developer in North America.  The Company
has studios in the San Francisco Bay Area, Vancouver, Boston, Los
Angeles, Newport Beach, Eugene, and Charlottetown.  Through its
studios and core brands, Backbone Entertainment, The Collective,
Shiny, Pipeworks, ImaginEngine, and Digital Eclipse, Foundation 9
Entertainment has worked with the largest names in the game
publishing world, including Electronic Arts, Konami, Sega, Capcom
and Take-Two Interactive.

                        About Atari Inc.

New York-based Atari, Inc. (Nasdaq: ATAR) -- http://www.atari.com/
-- develops interactive games for all platforms and is one of the
largest third-party publishers of interactive entertainment
software in the U.S.  The Company's 1,000+ titles include
franchises such as The Matrix(TM) (Enter The Matrix and The
Matrix: Path of Neo), and Test Drive(R); and mass-market and
children's franchises such as Nickelodeon's Blue's Clues(TM) and
Dora the Explorer(TM), and Dragon Ball Z(R).  Atari, Inc. is a
majority-owned subsidiary of France-based Infogrames Entertainment
SA (Euronext - ISIN: FR-0000052573), an interactive games
publisher in Europe.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on July 3, 2006,
Deloitte & Touche LLP expressed substantial doubt about Atari,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the for the fiscal years ended
March 31, 2006 and 2005.  The auditing firm pointed to Atari's
significant operating losses and the expiration of its line of
credit facility.


BALLYROCK CLO: $14MM Class E Notes Gets Moody's Ba2 Rating
----------------------------------------------------------
Moody's Investors Service reported it assigned ratings to notes
issued by Ballyrock CLO 2006-1 Ltd.:

   * Aaa to U.S. $288,000,000 Class A Floating Rate Notes, Due
     2019;

   * Aa2 to U.S. $24,000,000 Class B Floating Rate Notes, Due
     2019;

   * A2 to U.S. $18,000,000 Class C Deferrable Floating Rate
     Notes, Due 2019;

   * Baa2 to U.S. $27,000,000 Class D Deferrable Floating Rate
     Notes, Due 2019 and

   * Ba2 to U.S. $14,000,000 Class E Deferrable Floating Rate
     Notes, Due 2019.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Note's governing documents, and are based on the expected loss
posed to the Noteholders relative to receiving the present value
of such payments.  The ratings of the Notes reflect the credit
quality of the underlying assets--which consist primarily of
senior secured loans-- as well as the credit enhancement for the
Notes inherent in the capital structure and the transaction's
legal structure.  This cash-flow CLO is managed by Ballyrock
Investment Advisors LLC and brought to market by Goldman, Sachs
and Co.


B/E AEROSPACE: 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, the rating agency confirmed its B1 Corporate
Family Rating for B/E Aerospace, Inc.  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. Secured
   Revolving Credit
   Facility due 2011      Ba3      Ba3     LGD2        29%

   Sr. Secured Term
   Loan due 2012          Ba3      Ba3     LGD2        29%

   8.5% Sr. Notes
   due 2010               B1       B2      LGD4        64%

   8-7/8% Sr. Subor.
   Notes due 2011         B3       B3      LGD5        83%

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 Wellington, Florida, B/E Aerospace, Inc. (Nasdaq:BEAV)
-- http://www.beaerospace.com/-- manufactures aircraft cabin
interior products, and is an aftermarket distributor of aerospace
fasteners.  B/E designs, develops and manufactures a broad range
of products for both commercial aircraft and business jets. B/E
manufactured products include aircraft cabin seating, lighting,
oxygen, and food and beverage preparation and storage equipment.
The company also provides cabin interior design, reconfiguration
and passenger-to-freighter conversion services.  B/E sells and
supports its products through its own global direct sales and
product support organization.


BERTUCCI'S CORP: Moody's Withdraws Caa1 Rating on Senior Notes
--------------------------------------------------------------
Moody's Investors Service affirmed the Caa1, LGD4, 67% rating of
Bertucci's Corp.'s 10.75% guaranteed senior unsecured notes, due
July 15, 2008.  Moody's also affirmed the company's Caa1 corporate
family and B3 loss given default ratings.  In addition, Moody's
changed the outlook to stable from negative. Subsequently, Moody's
will withdraw all ratings of Bertucci's for business reasons.

Affirmation of the Caa1 ratings and stable outlook recognizes the
company's improved financial performance and operating margins
that have resulted in stronger credit metrics for the LTM period
ending June 30, 2006, with leverage on a debt to EBITDA basis of
about 6.0x, EBIT coverage of interest of approximately 1.0x, and
positive free cash flow.  However, the ratings also take into
consideration Bertucci's modest scale, limited scope, and
geographic concentration.

Moody's also recognizes the challenging environment throughout the
entire casual dining segment due to the negative impact of higher
energy prices and interest rates on consumer disposable incomes
that will likely persist over the intermediate term.  In addition,
although Bertucci's cash balance was approximately $23 million as
of June 30, 2006, the company does not have a revolving credit
facility that could provide an alternate source of liquidity.

Bertucci's Corporation, headquartered in Northborough,
Massachusetts, operates 92 Bertucci's casual dining pizza
restaurants principally located in New England.  Revenue for the
twelve months ending June 30, 2006, was approximately
$210 million.


BIRDS EYE: Moody's Assigns LGD5 Rating to $50MM Sr. Subor. Notes
----------------------------------------------------------------
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 sector, the rating
agency confirmed its B1 Corporate Family Rating for Birds Eye
Foods, 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
   ----------           -------  -------  ------   ----------
   $200 million Senior
   Secured Revolver
   due on Aug. 2007        B1      Ba3     LGD3        41%

   $270M Senior
   Secured Term Loan
   due on Aug. 2008        B1      Ba3     LGD3        41%

   $50M 11 7/8% Senior
   Subordinated Notes      B3      B3      LGD5        89%

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%).

With principal executive office at Rochester, New York, Birds Eye
Foods, Inc., produces branded frozen and dry vegetable.  Familiar
Birds Eye Foods brands in the frozen aisle include Birds Eye,
Birds Eye Steamfresh, Birds Eye Voila!, C&W, Freshlike and
McKenzie's.  Other processed foods marketed by Birds Eye Foods
include fillings and toppings (Comstock and Wilderness); chili and
chili ingredients (Nalley and Brooks); salad dressings
(Bernstein's and Nalley); snacks (Tim's and Snyder of Berlin) and
Birds Eye Fresh, a premium line of fresh vegetables.


BOMBARDIER INC: 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, the rating agency confirmed its Ba2 Corporate
Family Rating for Bombardier Inc.  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. Unsecured
   Notes                  Ba2      Ba2     LGD4       54%

   Industrial
   Revenue Bonds          Ba2      Ba2     LGD4       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 Valcourt, Quebec, Bombardier Inc. (TSX: BBD) --
http://www.bombardier.com/-- manufactures innovative
transportation solutions, from regional aircraft and business jets
to rail transportation equipment.


CALPINE CORP: Sells Thomassen to Ansaldo Energia for $23.5 Million
------------------------------------------------------------------
Calpine Corporation has completed the sale of its Netherlands-
based gas turbine manufacturing affiliate Thomassen Turbine
Systems, B.V. to Ansaldo Energia, S.p.A., for EUR18.5 million, or
approximately $23.5 million.

Robert P. May, chief executive officer, stated, "The sale of TTS
further strengthens Calpine's renewed commitment to the North
American power business.  As we advance our restructuring program,
Calpine will continue to pursue opportunities to enhance liquidity
and our core power generation and trading business through the
sale of non-strategic assets."

The Company disclosed that it continues to maintain and service
its gas turbine parts and components through its in-house Turbine
Maintenance Group, based in Pasadena, Texas.  TMG supports the
Company's Power Operations group by providing technical support
and maintenance parts inventory to help engineer high reliability
into the company's fleet of natural gas-fired turbines, steam
turbines and generators.

                    About Thomassen Turbine

Thomassen Turbine Systems, B.V., designs, manufactures and
services gas turbine systems and operates in The Netherlands, Abu
Dhabi and the United Arab Emirates, with field offices in
Australia and India.  Calpine acquired TTS in 2003.

                     About Ansaldo Energia

Ansaldo Energia, S.p.A. is a company in the Finmeccanica group
based in Genova, Italy, and a leader in the supply of gas
turbines, steam turbines, generators and global services for power
generation plants.

                    About Calpine Corporation

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

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


CALPINE CORP: Can Give Greenfield Energy $45MM with Panel's OK
--------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York authorized Calpine Corp. and its
debtor-affiliates to contribute $45,000,000 to Greenfield Energy
Centre, LP, $15,000,000 of which will be subject to the consent of
the Official Committee of Equity Security Holders.

If the Equity Committee does not consent, the Debtors are not
allowed to proceed with the contribution without further Court
approval.

The Debtors sought the Court's authority to contribute capital to
Greenfield Energy Centre, LP, a non-debtor affiliate, to continue
construction of a 1,005 MW combined cycle plant in Ontario,
Canada.

The Greenfield Partnership is a limited partnership formed for
the purpose of constructing and operating the Greenfield Project
in Canada.  The general partner of the Greenfield Partnership is
owned by Calpine Corporation's subsidiary that is a debtor in a
Canadian bankruptcy proceeding and a subsidiary of Mitsui & Co.,
Ltd.  The limited partners of the Greenfield Partnership consist
of a non-debtor subsidiary of Calpine Corp. and a subsidiary of
Mitsui.

David R. Seligman, Esq., at Kirkland & Ellis LLP, in New York,
relates that construction of the Greenfield Project began in late
2005, with the commercial operation expected to commence in early
2008.

The Greenfield Partnership is party to a 20-year power purchase
agreement dated April 12, 2005, with the Ontario Power Authority.
Under the PPA, the Greenfield Project will sell all of its output
to the Ontario Power Authority.  The PPA utilizes a "contract for
differences" structure that guarantees payment to the Greenfield
Partnership of the "net revenue requirement" bid by the
Greenfield Partnership in the bid package submitted in response
to the Ontario Power Authority's request for proposal.

Currently, the Greenfield Partnership is in financing discussions
with prospective lenders to raise non-recourse project debt to
finance the remaining $528,000,000 development costs of the
Greenfield Project.  The Greenfield Partnership anticipates that
project financing will be in place in December 2006, Mr. Seligman
says.

Calpine does not have a firm requirement to fund the additional
capital contributions.  However, Mr. Seligman notes, if Mitsui
funds the capital contributions on Calpine's behalf, Calpine's
ownership interest will be diluted.  Thus, Calpine must make
capital contributions of up to $45,000,000 to the Greenfield
Project during the remainder of 2006 or else risk the dilution of
its 50% ownership interest, Mr. Seligman contends.

The Debtors have been in regular consultation with the Official
Committee of Unsecured Creditors, the Ad Hoc Committee of Second
Lien Debtholders, their advisors and their postpetition lenders,
regarding the Greenfield Project and Calpine's capital funding
requirements.

The Debtors propose to contribute up to $30,000,000 in November
2006, and $15,000,000 in December 2006.

The Debtors have informed the Creditors Committee and the Second
Lien Committee that they will only make the latter $15,000,000 of
contributions after consulting with the Committees.  If the
Committees do not consent to the additional contributions, then
Calpine will not proceed without the Court's further approval.

Mr. Seligman asserts that the development of potentially
profitable plants, like the Greenfield Project, is critical to
the Debtors' restructuring efforts.

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

The Company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CARRAWAY METHODIST: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Carraway Methodist Health Systems, delivered its Schedules of
Assets and Liabilities to the U.S. Bankruptcy Court for the
Northern District of Alabama, disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  $49,331,819
  B. Personal Property              $19,191,713
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               $131,751,033
     Secured Claims
  E. Creditors Holding                                    $16,126
     Unsecured Priority Claims
  F. Creditors Holding                                $10,874,887
     Unsecured Nonpriority
     Claims
                                    -----------      ------------
     Total                          $68,523,532      $142,642,046

Based in Birmingham, Alabama, Carraway Methodist Health Systems,
dba Carraway Methodist Medical Center -- http://www.carraway.org/
-- is a major teaching hospital, referral center and acute care
hospital that serves Birmingham and north central Alabama.  The
Company and its affiliates filed for chapter 11 protection on
Sept. 18, 2006 (Bankr. N.D. Ala. Case No. 06-03501).  Christopher
L. Hawkins, Esq., Helen D. Ball, Esq., and Patrick Darby, Esq., at
Bradley Arant Rose & White LLP, represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
estimated assets between $10 million and $50 million and estimated
debts of more that $100 million.  The Debtor's exclusive period to
file a chapter 11 plan expires on Jan. 16, 2007.


CARRAWAY METHODIST: Taps Cabaniss Johnston as Special Counsel
-------------------------------------------------------------
Carraway Methodist Health Systems and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Northern District of Alabama for
permission to employ Cabaniss, Johnston, Gardner, Dumas & O'Neal
LLP, as their special corporate counsel.

Cabaniss Johnston will:

    a. represent the Debtors in general corporate matters,
       including the closing of the Proposed Sale, and to prepare
       necessary resolutions, minutes, contracts, reports,
       pleadings and other legal documents relating to the
       foregoing, including the Asset Purchase Agreement and
       related documents;

    b. represent the Debtors in all other matters arising out of
       the Debtors' operations, including, without limitation,
       healthcare, litigation, ERISA, tax, labor and employment,
       real estate and environmental matters

Roy J. Crawford, Esq., a partner at Cabaniss Johnston, tells the
Court that the firm's professionals bill:

         Professional                   Hourly Rate
         ------------                   -----------
         Partners                       $230 - $400
         Associates                     $120 - $220
         Legal Assistants                $70 - $100

Mr. Crawford assures the Court that his firm does not represent or
hold any interest adverse to the Debtors or their estates.

Mr. Crawford can be reached at:

         Roy J. Crawford, Esq.
         Cabaniss, Johnston, Gardner, Dumas & O'Neal LLP
         2001 Park Place North, Suite 700
         Birmingham, Alabama 35203
         Tel: (205) 716-5200
         Fax: (205) 716-5389
         http://www.cabaniss.com/

Based in Birmingham, Alabama, Carraway Methodist Health Systems,
dba Carraway Methodist Medical Center -- http://www.carraway.org/
-- is a major teaching hospital, referral center and acute care
hospital that serves Birmingham and north central Alabama.  The
Company and its affiliates filed for chapter 11 protection on
Sept. 18, 2006 (Bankr. N.D. Ala. Case No. 06-03501).  Christopher
L. Hawkins, Esq., Helen D. Ball, Esq., and Patrick Darby, Esq., at
Bradley Arant Rose & White LLP, represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
estimated assets between $10 million and $50 million and estimated
debts of more that $100 million.  The Debtor's exclusive period to
file a chapter 11 plan expires on Jan. 16, 2007.


CEP HOLDINGS: Taps Baker & Hostetler as Bankruptcy Counsel
----------------------------------------------------------
CEP Holdings, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Ohio for permission
to employ Baker & Hostetler, LLP, as their bankruptcy counsel.

Baker & Hostetler will:

    (a) advise the Debtors with respect to their powers and duties
        as debtors-in-possession in the continued operation of
        their businesses;

    (b) advise the Debtors with respect to all general bankruptcy
        matters;

    (c) prepare on behalf of the Debtors all necessary motions,
        applications, answers, orders, reports, and papers in
        connection with the administration of their estates;

    (d) represent the Debtors at all critical hearings on matters
        relating to their affairs and interests as debtors in
        possession before the Court, any appellate courts, the
        U.S. Supreme Court, and protecting the interests of the
        Debtors;

    (e) prosecute and defending litigated matters that may arise
        during the Debtors' chapter 11 cases, including matters as
        may be necessary for the protection of the Debtors'
        rights, the preservation of estate assets, or the Debtors'
        successful reorganization;

    (f) prepare and file the disclosure statement and negotiate,
        present and implement a plan of reorganization;

    (g) negotiate and seek approval of a sale of some or all of
        the Debtors' assets should such be in the best interests
        of the Debtors' estates;

    (h) negotiate appropriate transactions and preparing any
        necessary documentation related thereto;

    (i) represent the Debtors on matters relating to the
        assumption or rejection of executory contracts and
        unexpired leases;

    (j) advise the Debtors with respect to corporate, securities,
        real estate, litigation, labor, tax-exempt finance,
        environmental, regulatory, tax, healthcare and other legal
        matters which may arise during the pendency of the
        Debtors' chapter 11 cases; and

    (k) perform all other legal services that are necessary for
        the efficient and economic administration of the Debtor's
        chapter 11 cases.

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

  Professional                      Designation        Hourly Rate
  ------------                      -----------        -----------
  Joseph F. Hutchinson, Jr., Esq.   Partner               $450
  Jeffrey Baddeley, Esq.            Partner               $440
  Michael A. VanNiel, Esq.          Associate             $250
  Thomas M. Wearsch, Esq.           Associate             $235
  Eric R. Goodman, Esq.             Associate             $225
  Timothy J. Richards, Esq.         Associate             $190
  Sarah Maxwell                                           $130

The Debtors disclose that pursuant to an Engagement Agreement, the
firm received a $75,000 "evergreen" retainer prior to the Debtors'
bankruptcy filing.  The Debtors further disclose that the retainer
was increased to $125,000 on Aug. 24, 2006.

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

Mr. Hutchinson can be reached at:

         Joseph F. Hutchinson, Jr., Esq.
         Baker & Hostetler, LLP
         3200 National City Center
         1900 East 9th Street
         Cleveland, Ohio 44114-3485
         Tel: (216) 621-0200
         Fax: (216) 696-0740
         http://www.bakerlaw.com/

Based in Akron, Ohio, CEP Holdings, LLC, manufactured hard, molded
rubber products and extruded plastic materials for companies in
the automotive, construction, and the medical industries.  The
Company and two of its subsidiaries filed for chapter 11
protection on Sept. 20, 2006 (Bankr. N.D. Ohio Case No. 06-61796).
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $10 million and $50 million.
The Debtors' exclusive period to file a chapter 11 plan expires on
Jan. 18, 2007.


CEP HOLDINGS: Wants Until October 20 to File Schedules & Statement
------------------------------------------------------------------
CEP Holdings, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Ohio to extend until
Oct. 20, 2006, the deadline to file their schedules of assets and
debts and statement of financial affairs.

The Debtors cite four reason why the extension is warranted:

    (1) the substantial size and complexity of their
        organizations;

    (2) the tremendous volume of materials that must be assembled
        and compiled;

    (3) the multiple locations of the information; and

    (4) the limited staff available to review the information in
        the early stage of their bankruptcy proceedings.

Based in Akron, Ohio, CEP Holdings, LLC, manufactured hard, molded
rubber products and extruded plastic materials for companies in
the automotive, construction, and the medical industries.  The
Company and two of its subsidiaries filed for chapter 11
protection on Sept. 20, 2006 (Bankr. N.D. Ohio Case No. 06-61796).
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $10 million and $50 million.
The Debtors' exclusive period to file a chapter 11 plan expires on
Jan. 18, 2007.


CHEMDESIGN CORP: Court Approves Consolidation with SpecialtyChem
----------------------------------------------------------------
The Hon. Pamela Pepper of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin granted ChemDesign Corporation's
request to consolidate its chapter 11 case with that of its wholly
owned subsidiary, SpecialtyChem Products, Corp.

ChemDesign relates that it and SpecialtyChem collectively did
business under the name "ChemDesign."  ChemDesign reminds the
Court that it filed for bankruptcy so that its wind down can be
properly coordinated with the reorganization efforts of
SpecialtyChem.  ChemDesign anticipates selling the real property,
machinery and equipment at its Fitchburg, Massachusetts, facility
in order to reduce the cross-collateralized, secured debt of both
debtors.

The Debtors contend that their cases should be substantively
consolidated because they share a substantial identity, and
consolidation will yield significant benefits in their cases.
According to the Debtors, the true test of substantial identity is
not whether corporate formalities have been maintained, but rather
the way they have conducted their business and held themselves out
to the public.

The Debtors cite four reasons why their cases should be
consolidated:

    (1) unity of interests, ownership and management;

    (2) shared liability on loans;

    (3) entangled assets and business functions; and

    (4) identity of marketing and creditor reliance on a single
        entity.

                   About SpecialtyChem Products

Headquartered in Marinette, Wisconsin, SpecialtyChem Products,
Corp., manufactures various organic chemicals for paper products,
electronics, agricultural products and other materials.  The
company filed for chapter 11 protection on June 12, 2006 (Bankr.
E.D. Wis. Case No. 06-23131).  Christopher J. Stroebel, Esq.,
Timothy F. Nixon and Marie L. Nienhuis, Esq., at Godfrey & Kahn,
S.C., represent the Debtor in its restructuring efforts.  Fort
Dearborn Partners, Inc., is the Debtor's turnaround consultant,
and gives financial advice to the Debtor.  Matthew M. Beier, Esq.,
and Eliza M. Reyes, Esq., at Brennan, Steil and Basting, S.C., and
Matthew T. Gensburg, Esq., and Nancy A. Peterman, Esq., at
Greenberg Traurig, L.L.P., represent the Official Committee of
Unsecured Creditors of the Debtor.  In its schedule of assets and
liabilities, the Debtor disclosed $11,394,224 in total assets and
$12,323,425 in total debts.

                   About ChemDesign Corporation

Headquartered in Fitchburg, Massachusetts, ChemDesign Corporation
-- http://www.chemdesigncorp.com/-- is a custom manufacturer of
various fine organic chemicals for paper products, electronics,
agricultural products and other materials.  The Debtor filed for
chapter 11 protection on Aug. 27, 2006 (Bankr. E.D. Wis. Case No.
06-24729.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million and
$50 million.


CHEMDESIGN CORP: Withdraws Request for Godfrey & Kahn as Counsel
----------------------------------------------------------------
ChemDesign Corporation informs the U.S. Bankruptcy Court for the
Eastern District of Wisconsin that it is withdrawing its
application to employ Godfrey & Kahn, S.C., as its bankruptcy
counsel in light of the order granting the substantive
consolidation of its chapter 11 case with that of its wholly owned
subsidiary, SpecialtyChem Products, Corp.

As reported in the Troubled Company Reporter on Sept. 7, 2006, the
Debtor asked the Court for permission to employ Godfrey & Kahn, as
its bankruptcy counsel.

Headquartered in Fitchburg, Massachusetts, ChemDesign Corporation
-- http://www.chemdesigncorp.com/-- is a custom manufacturer of
various fine organic chemicals for paper products, electronics,
agricultural products and other materials.  The Debtor filed for
chapter 11 protection on Aug. 27, 2006 (Bankr. E.D. Wis. Case No.
06-24729.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million and
$50 million.


CHIQUITA BRANDS: Moody's Affirms Caa1 Rating on $250MM Sr. Notes
----------------------------------------------------------------
Moody's Investors Service affirmed all ratings for Chiquita Brands
L.L.C. (senior secured at Ba3), as well as for its parent Chiquita
Brands International, Inc. (corporate family rating at B2), but
changed the outlook to negative from stable.  This action follows
the company's announcement that its operating performance
continues to be negatively impacted by lower pricing in key
European and trading markets, as well as excess fruit supply.

Operations are also suffering from the impact of recent e. coli
discoveries in US fresh spinach products, which have resulted in
an FDA advisory and industry-wide withdrawals of fresh spinach
product by most processors, and lower consumption of some salad
products.  Moody's notes that to date, there have been no
confirmed cases of chiquita products being traced to the e. coli
issue.

Continuing high fuel and other industry costs, as well as
unusually high costs to source fruit during shortages in late
2005/early 2006, have also pressured earnings and cash flow.
Chiquita also announced its intention to eliminate its $17 million
annual cash dividends and to explore the sale of its owned
shipping assets, as well as the management of its logistics needs,
with asset-sale proceeds being used primarily to reduce debt.

There also continues to be the uncertainty concerning the longer-
term impact on Chiquita's operations and market position due to
the structural changes occurring in key European banana markets
under the tariff-only system established in January 2006. Moody's
believes that the net impact of these challenges will result in
weaker-than-expected debt protection measures and financial
flexibility.

Should Chiquita be successful in selling its shipping fleet
(consisting of 12 ocean-going vessels), it expects to lease back
those same vessels in order to meet its shipping needs.  Moody's
notes that as one of our standard analytic adjustments, we
capitalize lease payment streams and add them back as debt in our
leverage calculations.  For this reason, we would not expect the
sale of Chiquita's shipping fleet to result in any net reduction
in effective debt or leverage, and in fact could increase
effective debt and leverage depending upon the specific terms of
any ultimate transaction and other debt repayments that occur with
sale proceeds.

Chiquita's existing ratings reflect a company with a good
qualitative profile, but with credit metrics which have been
weakening due to a combination of leveraged acquisitions and
weaker than expected operating performance, resulting in an
overall B2 rating.  The key rating factors currently influencing
Chiquita's ratings and negative outlook are as follows: The
company is one of the largest global producers and marketers of
fresh fruit and vegetables, with good geographic and product
market diversity.  Its franchise strength and growth potential are
considered moderate, with good market share and volume growth in
some segments, partially offset by the low margin commodity nature
of much of its business which, at times, can lead to earnings and
cash flow volatility.  Liquidity under stress has been weak over
the past year, as evidenced by the occasional need to seek
financial covenant relief.  Overall credit metrics had been
relatively strong for its rating category, but have been weakening
due to a combination of higher debt from leveraged acquisitions
and weak operating performance.

Chiquita's ratings could be downgraded if its earnings and cash
flow remain weak - conceivably due to the impact of the new EU
banana regulations being more negative than anticipated,
litigation costs increasing more than expected, or the company's
inability to successfully pass along higher energy costs.
Specifically, Chiquita's ratings could be downgraded if three-year
average Debt/EBITDA (incorporating Moody's standard analytic
adjustments) rose above 5.5 times and was likely to rise above 7
times on a lagging 12-month basis in a downturn, and/or three year
average EBIT/Interest fell below 1.5 times and were likely to fall
below 1 time on a lagging 12-month basis in a downturn.

Given the negative outlook, a rating upgrade in the near term is
unlikely. The rating outlook could stabilize if the company
successfully adapts to the new EU banana import regulations, its
litigation risk reduced, and it successfully completes the
integration of Fresh Express. A stable outlook would also require
Chiquita to be able to sustain three-year average Debt/EBITDA
below 5 times and lagging 12-month Debt/EBITDA below 6.5 times in
a downturn, and to maintain three-year average EBIT/Interest above
1.7 times, with lagging 12-month EBIT/Interest above 1.25 times in
a downturn.

These are the rating affirmed with a negative outlook:

   * Chiquita Brands LLC (operating subsidiary)

     -- $200 million senior secured revolving credit at Ba3
        (LGD2, 26%)

     -- $24.5 million senior secured term loan B at Ba3 (LGD2,
        26%)

     -- $372.2 million senior secured term loan C at Ba3 (LGD2,
        26%)

     -- Chiquita Brands International, Inc. (holding company
        parent)

     -- $250 million 7.50% senior unsecured notes due 2014 at
        Caa1 (LGD 5, 89%)

     -- $225 million 8.875% senior unsecured notes due 2015 at
       (LGD 5, 89%)

     -- Corporate family rating at B2

     --Probability of default rating at B2

With 2005 sales of $3.9 billion, Cincinnati-based Chiquita is one
of the largest global producers and marketers of fresh fruit and
vegetables.


COLLINS & AIKMAN: Defends Move to Conduct Probe on Major Customers
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Collins & Aikman
Corporation and its debtor-affiliates tells the U.S. Bankruptcy
Court for the Eastern District of Michigan that it is not using
its request to conduct examinations and obtain documents from Ford
Motor Corporation, General Motors Corporation, and DaimlerChrysler
Corporation, to harass the Debtors' major customers or gain
leverage to improve the recovery for its constituency.

The Committee response came in the wake of objections filed by the
Debtors, GM, Ford and DaimlerChrysler.

As reported in the Troubled Company Reporter on Aug. 18, 2006, the
Committee wished to obtain additional evidence relating to
potential causes of action that may be asserted against these
principal customers under applicable fraudulent transfer and
antitrust laws.

According to the Committee, it only wants to investigate the
extent and value of potential claims against the Customers to whom
the Debtors have proposed to grant sweeping releases in their
filed plan of reorganization, Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, in New York, explains.

While the Debtors assert that they are in the process of
investigating the Customers' claims, the Committee doubts the
Debtors' ability to make a credible investigation.

The Committee stands by its determination that colorable
fraudulent conveyance claims against the Customers continue to
exist.

Mr. Stamer asserts that an examination under Rule 2004 of the
Federal Rules of Bankruptcy Procedure is required to explore fully
the facts relating to the transactions at issue and to quantify
the claims that may be asserted against the Customers.

According to Mr. Stamer, the Committee is not required to plead
facts in support of an antitrust claim because a Rule 2004 request
assumes that it cannot yet establish that claim.  The purpose of a
Rule 2004 examination is to investigate fully the factual basis
for that claim, Mr. Stamer says, citing In re Metiom, Inc., 318
B.R. 263, 268 (S.D.N.Y. 2004) (good cause under Rule 2004 is
established by showing that examination is necessary to establish
claim of party seeking examination).

Moreover, Mr. Stamer points out that contrary to the objectors'
arguments, coordination by the Customers in renegotiating the
terms of their contracts with the Debtors -- whether tacit or
pursuant to explicit agreement -- would unquestionably constitute
collusion actionable under the Sherman Antitrust Act.

Certain of the objections assert that the requested discovery is
overbroad and burdensome.  Although the Committee believes its
discovery requests are narrowly tailored, it intends to approach
each of the objectors in an attempt to narrow further the scope of
discovery sought, Mr. Stamer relates.

"The Committee only seeks to acquit its fiduciary obligations to
the Debtors' unsecured creditors and ensure that appropriate value
is obtained for any and all claims that may be either asserted
against the Customers or otherwise satisfied," Mr. Stamer says.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


COLLINS & AIKMAN: Issues Rejection Notice for Various GECC Leases
-----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates propose to
reject these lease schedules under their Master Lease Agreement
dated May 7, 1993, with General Electric Capital Corporation:

   (1) Schedule No. 5, Serial Nos. 96386 to 96390;
   (2) Schedule No. 16, Serial No. 299;
   (3) Schedule No. 7, Serial Nos. 96407, 96354, and 96353; and
   (4) Schedule No. 19, Serial No. 96381.

The rejection is retroactive to Sept. 22, 2006.

Parties wanting to object to the proposed rejection must file and
serve a written objection without further delay with the U.S.
Bankruptcy Court for the Eastern District of Michigan.

The U.S. District Court for the Eastern District of Michigan,
Southern Division, recently denied GECC's appeal with regard to
the Bankruptcy Court's ruling concerning the Master Lease
Agreement.

GECC had informed the Bankruptcy Court that it will take an appeal
to the District Court from the order denying its request to compel
payments under its master lease agreements with the Debtors.

GECC wanted the District Court to determine whether:

   a. the Bankruptcy Court erred in denying GECC's request to
      compel payments first due at least 60 days after the
      Petition Date under certain master lease agreements; and

   b. the Bankruptcy Court erred by, over GECC's objection,
      instituting a procedure to rule on the relief requested in
      the Request when:

      (1) the procedure resulted in the denial of the Motion and
          the continued use by the Debtors of the equipment
          leased under the Products Leases without any evidence
          or suggestion that the Debtors will have the financial
          wherewithal to pay the accrued and accruing obligations
          under the Products Leases by which the Debtors remain
          bound;

      (2) the procedure is not contemplated by the Bankruptcy
          Code or the Federal Rules of Bankruptcy Procedure; and

      (3) the procedure denied GECC due process of law in
          violation of Article V of the Constitution in that it
          did not (a) afford GECC the opportunity to submit a
          brief, (b) allow GECC to conduct discovery, (c) allow
          GECC to depose the Debtors' witnesses, or (d) allow
          GECC to cross examine the Debtors' witnesses at the
          hearing.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


COMPLETE RETREATS: Court OKs Panel's Information Sharing Protocol
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut approved
uniform information procedures proposed by the Official Committee
of Unsecured Creditors in Complete Retreats LLC and its debtor-
affiliates' chapter 11 cases.

The Court ruled that the Committee will not be required to share
the Debtors' confidential information with its constituents, and
directed the Debtors to assist the Committee in identifying any
confidential information provided to the Committee, its agent, and
the Debtors' professionals and agents.

The Court further ruled that the Committee is authorized, but not
required, to enter into ad hoc confidentiality agreements from
time to time with other constituencies for the purpose of sharing
certain confidential information with those constituencies on
terms mutually acceptable to the Debtors and the Committee.

The Committee tells the Court that the information procedures were
designed to protect the Debtors' Confidential Information and
prevent its dissemination to the general public.

To properly perform its duties, the Committee must have access to
the Debtors' proprietary documents and information, William F.
Govier, Esq., at Bingham McCutchen LLP, in Hartford, Connecticut,
relates.

The Committee believes that the sharing of all information
without limitations would be detrimental to the Debtors'
businesses and ability to maximize value.  Furthermore, providing
creditors unlimited access to the Debtors' confidential
information will allow competitors to use that Information,
including business plans, trade secrets, or other proprietary
information, to the disadvantage of the Debtors.

The Committee and the Debtors have already engaged in discussions
regarding the status of the bankruptcy cases and a plan to
reorganize the Debtors' businesses, according to Mr. Govier.
Subsequently, the Debtors have provided certain confidential
information to the Committee.

Over the course of future discussions with the Debtors, the
Committee anticipates that it will receive additional
Confidential Information of a highly sensitive nature.

                      Information Procedures

To facilitate communication and assist in the transfer of
information, the Debtors and the Committee will enter into a
confidentiality agreement, which, with certain limited
exceptions, prohibit the Committee members from disseminating the
Debtors' proprietary information -- Confidential Information.

The Committee will also enter into separate confidentiality
agreements with other creditors in its discretion from time to
time on terms mutually acceptable to the Debtors.

To insure the highest permitted degree of transparency and
disclosure, the Committee has instructed its counsel to establish
a Web site to make certain non-Confidential Information available
to general unsecured creditors.  The Web site may be accessed at
http://wwww.bingham.com/tannerhaley

The Web site contains a compendium of information to assist and
educate general unsecured creditors by providing, among other
things:

   (a) the Petition Dates;

   (b) the case numbers;

   (c) the Debtors' contact information;

   (d) the names of the Debtors' counsel and restructuring
       advisor, as well as the names of the Committee members and
       the Committee's counsel and financial advisor;

   (e) the last date and time by which creditors must submit
       proofs of claim;

   (f) the voting deadline with respect to any Chapter 11 plan
       filed in the bankruptcy cases;

   (g) access to the claims docket as and when established by the
       Debtors and any claims and noticing agent retained in the
       bankruptcy cases;

   (h) a general overview of the Chapter 11 process;

   (i) proof of claim forms;

   (j) various pleadings and orders;

   (k) the Debtors' Schedules of Assets and Liabilities,
       Statements of Financial Affairs, and monthly operating
       reports;

   (l) frequently asked questions materials, press releases,
       announcements and reports; and

   (m) any other information that the Committee, in its sole
       discretion, deems appropriate, subject to certain
       restrictions and limitations.

The Committee has also established an e-mail address to allow
unsecured creditors to submit questions and comments in
connection with the bankruptcy cases.  The e-mail address is
tannerhaley@bingham.com

The Committee said it will respond to any inquiries from general
unsecured creditors as promptly as practicable.  However, the
Committee clarifies that it is not obligated to provide
individualized legal advice to general unsecured creditors.

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CORPORATE AND LEISURE: Receivership Didn't Bar Bankruptcy Filing
----------------------------------------------------------------
As reported in the Troubled Company Reporter on July 26, 2006,
the Honorable Randolph J. Haines of the U.S. Bankruptcy Court for
the District of Arizona entered a minute order denying Peter S.
Davis' request to dismiss the chapter 11 case filed by Corporate
and Leisure Event Productions, Inc.  In a decision published at
2006 WL 2559816, Judge Haines explains the Court's reasoning.

The issue, Judge Haines relates, is who, if anyone, may file a
Chapter 11 petition for a Debtor after a state court has appointed
a Receiver for a debtor, enjoined the Debtor from filing a
bankruptcy petition, and removed the Debtor's corporate officers
and directors.  Judge Haines concludes that federal bankruptcy law
preempts state law and remains available to an eligible debtor and
its constituents notwithstanding creditors' use of state law
remedies in an attempt to bar the bankruptcy courthouse door.

Much of the history of bankruptcy law deals with efforts by
creditors to escape bankruptcy court jurisdiction or to enforce
remedies provided by state law that are unavailable under
bankruptcy law, Judge Haines observes.  Before the United States
had a federal bankruptcy law, a debtor who had been discharged by
one state's insolvency law remained at risk that creditors could
send him to debtor's prison in another state, if he ventured
there.  It was to put an end to this practice that the
Constitution conferred on Congress the unique uniform bankruptcy
power.  U.S. Const. art. I,  8, cl. 4; Cent. Va. Cmty. Coll. v.
Katz, 126 S.Ct. 990, 997-1000, 163 L.Ed.2d 945 (2006).  The power
is unique (except perhaps for the Naturalization Power contained
in the same clause) because it is apparently the only Article I
power that may override the States' reserved sovereign immunity,
as Katz held.  Once Congress exercises that power it preempts and
supersedes all state bankruptcy and insolvency laws and other
state law remedies that might interfere with the uniform federal
bankruptcy system.  See Sturges v. Crowninshield, 17 U.S. (4
Wheat.) 122, 4 L.Ed. 529 (1819).  See, also, Sherwood Partners,
Inc. v. Lycos, Inc., 394 F.3d 1198 (9th Cir. 2005)(Bankruptcy Code
preempts state statute giving preference avoidance powers to an
assignee for benefit of creditors); In re Miles, 430 F.3d 1083,
1089 (9th Cir. 2005)(bankruptcy law preempts state remedies for
bad faith filing because the "complex, detailed, and comprehensive
provisions of the lengthy Bankruptcy Code" "create a whole system
under federal control which is designed to bring together and
adjust all of the rights and duties of creditors and embarrassed
debtors alike," and which needs to be "jealously guard[ed] . . .
from even slight incursions and disruptions" from state law
remedies), quoting MSR Exploration, Ltd., v. Meridian Oil, Inc.,
74 F.3d 910, 915 (9th Cir. 2005).

The paramount and exclusive federal jurisdiction in this regard
was noted early on by the great equity jurist, Justice Story.
Construing a bankruptcy statute that contained no automatic stay,
Justice Story concluded in Ex parte Christy, 44 U.S. (3 How.) 292,
11 L.Ed. 603 (1845), that Congress intended to vest bankruptcy
courts with jurisdiction to "suspend or control all proceedings in
the state courts":

     It is farther objected that, if the jurisdiction of the
     District Court is as broad and comprehensive as the terms
     of the [Bankruptcy Act of 1841] justify according to the
     interpretation here insisted on, it operates or may operate
     to suspend or control all proceedings in the state courts
     either then pending or thereafter to be brought by any
     creditor or person having any adverse interest to enforce
     his rights or obtain remedial redress against the bankrupt
     or his assets after the bankruptcy.  We entertain no doubt
     that, under the provisions of the 6th section of the act,
     the District Court does possess full jurisdiction to
     suspend or control such proceedings in the state courts,
     not by acting on the courts, over which it possesses no
     authority; but by acting on the parties through the
     instrumentality of an injunction or other remedial
     proceedings in equity upon due application made by the
     assignee and a proper case being laid before the court
     requiring such interference. . . .  Similar proceedings
     have been instituted in England in cases of bankruptcy;
     and they were without doubt in the contemplation of
     Congress as indispensable to the practical working of
     the bankrupt system.

                           *   *   *

     Congress did not intend to trust the working of the
     bankrupt system solely to the state courts of twenty-six
     states, which were independent of any control by the
     general government, and were under no obligations to
     carry the system into effect.  The judicial power of the
     United States is, by the Constitution, competent to all
     such purposes; and Congress, by the act, intended to
     secure the complete administration of the whole system
     in its own courts, as it constitutionally might do.

Id. at 318-20.

As Justice Story there noted, the Bankruptcy Act of 1841 did not
specifically authorize bankruptcy courts to enjoin state courts,
and in fact the Judiciary Act of 1793 expressly prohibited federal
courts from enjoining state courts.  Consequently if a state court
first acquired jurisdiction over a debtor's assets such as through
a receivership, a subsequent bankruptcy court arguably could not
reach them.  Peck v. Jenness, 48 U.S. (7 How.) 612, 625-26, 12
L.Ed. 841 (1849).  That is virtually identical to the kind of race
to the courthouse that Corporate and Leisure's creditors claim to
have won, Judge Haines observes.  But Congress closed this
loophole in the Bankruptcy Act of 1867, in which Congress for the
first time amended the Judiciary Act of 1793 to expressly permit
federal district courts sitting in bankruptcy to stay proceedings
in state courts.  Act of 1867, 14 Stat. 526,  21; see Toucey v.
N.Y. Life Ins. Co., 314 U.S. 118, 131-32, 62 S.Ct. 139, 86 L.Ed.
100 (1941).

Of course the current Bankruptcy Code goes even further, Judge
Haines says, not only by making the stay automatic, statutory and
specifically applicable to government entities, but also by
specifically requiring receivers to turn over receivership
property to bankruptcy trustees and debtors in possession.

Given this background, it is not surprising that all courts to
have addressed the precise issue after 1867 -- a creditor's
argument that a receivership order removes authority for a debtor
or its corporate constituents to file a bankruptcy case -- have
concluded that state court receivership orders cannot bar debtors
from resorting to the exclusive bankruptcy court jurisdiction.
Even prior to the Chandler Act (which contained the first
corporate reorganization provisions), the Sixth Circuit so
concluded even though the corporate debtor had consented to the
receivership that had been pending for over two years and even
though the state court "has issued the usual injunction against
inference." "[T]he pendency of a receivership does not ordinarily
prevent the filing of a voluntary petition." Struthers Furnace Co.
v. Grant, 30 F.2d 576, 577 (6th Cir. 1929).  That concise
conclusion appears to be good law today and, in the absence of any
statutory language or controlling case law to the contrary, is
dispositive here.

Ten years later, the Sixth Circuit reached the same conclusion
when the receivership order specifically enjoined the debtor's
directors, officers and stockholders "from preparing or in any way
aiding the institution of reorganization proceedings on behalf of
the debtor corporation in the District Court without the consent
of such state court."  Merritt v. Mt. Forest Fur Farms of Am.,
Inc., 103 F.2d 69, 71 (6th Cir. 1939).  That court concluded that
such a state court restraining order erroneously "denied to the
appellee, its directors, stockholders and attorneys, access to the
federal courts, thus depriving them of their constitutional right
to relief under Sec. 77B of the Bankruptcy Act," citing the
Uniform Bankruptcy Power of the Constitution.  Although the
Supreme Court subsequently made clear that there is no
constitutional right to bankruptcy relief, United States v. Kras,
409 U.S. 434, 93 S.Ct. 631, 34 L.Ed.2d 626 (1973), the privileges
provided by the Bankruptcy Code may be among the "privileges and
immunities" that the Fourteenth Amendment forbids states to
abridge.  See Randolph J. Haines, Getting to Abrogation, 75 Am.
Bankr.L.J. 447 (2001).

Shortly thereafter, the District Court for the Southern District
of New York reached the same conclusion: "The appointment by a
state court of a permanent receiver with full power to act for the
corporation does not affect the right of directors to act on
behalf of a corporation in federal bankruptcy proceedings."  In re
Klein's Outlet, Inc., 50 F.Supp. 557, 559 (S.D.N.Y. 1942).  Other
courts have reached the same conclusion under the current
Bankruptcy Code.  Cash Currency Exchange, Inc. v. Shine (In re
Cash Currency Exchange, Inc.), 762 F.2d 542, 552 (7th Cir.
1985)("[T]the exclusivity of an administrative receiver's title to
all assets under state law is irrelevant to the determination
whether a particular entity may file for bankruptcy relief.");
Larson v. Kreisers, Inc., 112 B.R. 996, 998 & 1000 (Bankr. D. S.D.
1990) ("The court . . . has not unearthed any statutory or
decisional law to support the contention that a state court
receivership generally bars bankruptcy filing.  Perhaps this is so
because the argument runs so blatantly against the statutory right
of a debtor to the privileges of the national statute on
bankruptcies and the inherent prohibition against any bar by any
other authority to the exercise of that right. . . .  [The
debtor's] officers and directors could pass a resolution to file
bankruptcy despite state court orders not to do so."(citations
omitted)); In re S & S Liquor Mart, Inc., 52 B.R. 226, 227 (Bankr.
D. R.I. 1985) ( "[I]t is fundamental that a state court
receivership proceeding may not operate to deny a corporate debtor
access to the federal bankruptcy courts [citations omitted] and it
has been held that an order in a state court receivership
specifically restraining the debtor corporation, its stockholders,
officers, and directors from instituting federal reorganization
proceedings is an unconstitutional deprivation of the right to
bankruptcy relief."); In re Donaldson Ford, Inc., 19 B.R. 425
(Bankr. N.D. Ohio 1982).

The only cases to the contrary appear to arise when there is a
purely intracorporate dispute (rather than a dispute with
creditors) as to who has the authority to file, or where the
debtor is "ineligible for debtor status" under the Bankruptcy
Code.  See Price v. Gurney, 324 U.S. 100, 65 S.Ct. 513, 89 L.Ed.
776 (1945) (owner of 7% of stock may not file petition for
corporation when directors oppose it); In re Gen-Air Plumbing &
Remodeling, Inc., 208 B.R. 426 (Bankr. N.D. Ill. 1997).  And even
if there is such an intracorporate dispute over management
authority, creditors may not be able to rely on it to obtain
dismissal of a bankruptcy petition.  Royal Indem. Co. v. Am. Bond
& Mort. Co., 289 U.S. 165, 171, 53 S.Ct. 551, 77 L.Ed. 1100
(1933)("The question is purely one of the internal management of
the corporation.  Creditors have no standing to plead statutory
requirements not intended for their protection."); In re Guanacevi
Tunnel Co., 201 F. 316, 318 (2d Cir. 1912)(creditor's argument
that Arizona law requires a majority of shareholders to authorize
a voluntary petition "is one which a creditor has no standing to
make in the case of a voluntary petition").  See, also, Oil & Gas
Co. v. Duryee, 9 F.3d 771, 773 (9th Cir. 1993).

Judge Haines says that it is, of course, true that bankruptcy
courts generally look to state law to determine who is authorized
to file a voluntary petition for a corporation, partnership or
other kind of organizational entity.  This rule, however, derives
not from the language of the Bankruptcy Code (or its predecessor
Bankruptcy Act), but rather from federal common law in the absence
of statutory directive.  The Bankruptcy Code neither specifies who
has authority to file a corporate petition nor requires that state
law be the exclusive source of any such authority.

Just as obviously, however, Judge Haines continues, there is a
federal common law exception to this reliance on state law when
the state law is in the form of a receivership order that attempts
to preclude any of the original constituents of the organizational
entity from filing a petition on its behalf, in order to maintain
the state court remedy that has been obtained by creditors.  It
makes no difference whether the corporate officers and directors
were actually removed by the receiver or the receivership order
merely enjoins their interference or filing of a petition.  In
either case, state law withdraws their authority to file for
bankruptcy relief and yet in both cases the unanimous federal
common law holds that they are nevertheless entitled to do so.
Much of this common law predates the drafting and adoption of the
Bankruptcy Code, so Congress must be assumed to have incorporated
it when it drafted the Code.

Indeed, Judge Haines says, Congress did expressly incorporate this
common law when the Chandler Act of 1938 made explicit that a
bankruptcy case would ordinarily supersede a state receivership
and that a state receiver would ordinarily be required to turn
over the estate assets to a debtor in possession or trustee.
Bankruptcy Act Sec. 2a(21) is the predecessor to Sec. 543 of the
Bankruptcy Code.  As explained by the then-leading authority, "its
provisions enact what was already established by prior case law,"
and this "codification of the bankruptcy court's powers as to
superseded receiverships, general assignments and similar
proceedings is a desirable change, removing possible controversies
and conflicts as to jurisdiction."  1 James Wm. Moore, Et Al.,
Collier On Bankruptcy par. 2.77, at 390.8 & (1) (14th ed. 1974).
The legislative history expressly recognized that there was
nothing in the Bankruptcy Act of 1898 that required receivers to
be divested of property when the debtor is thrown into bankruptcy,
but "the courts have supplied the gap and the bill codifies that
result."  H.R. 6439, 75th Cong., 1st Sess 12 (1937), quoted in
Collier, supra, at 390.8(2), n. 4; Emil v. Hanley (In re Russell),
318 U.S. 515, 517-18, 63 S.Ct. 687, 87 L.Ed. 954 (1943)("These
provisions [ 2a(21) and 69d] of the Bankruptcy Act are new. There
were added in 1938 by the Chandler Act. . . .  These sections are
in part declaratory of the law as it existed prior to the Chandler
Act.").  The fact that Congress granted such express relief
notwithstanding that receivership orders generally included the
"usual injunction against inference," Struthers at 577,
necessarily implies that Congress intended such state law not to
control who may petition for bankruptcy relief.

Nor, Judge Haines reasons, is it any answer to say that analysis
should not apply here because this Receiver did have authority to
file for the receivership entities.  Congress obviously intended
bankruptcy relief to be available for the benefit of many of the
constituents of a business entity, including not only the creditor
interests but also the equity interests and perhaps those of
employees and customers as well.  While bankruptcy case law
generally refers to state law to determine who has eligibility to
file the petition, it unanimously refuses to do so (in the absence
of an intracorporate dispute) when state law has provided a
creditor's remedy to vest that authority in a receiver.

Finally, Judge Haines opines, it is clear that Congress did not
intend a bright-line rule to govern these issues either way.  Even
though the ordinary rule is that receivers must turn over estate
property to a debtor in possession or trustee, Code Sec. 543(b),
the bankruptcy courts have discretion to waive that requirement if
the interests of creditors would be better served by continuing
the receiver in possession.  Code Sec. 543(d)(1).  And although
the existence of bankruptcy jurisdiction may be undeniable,
bankruptcy courts nevertheless have discretion to abstain or
suspend proceedings if "the interests of creditors and the debtor
would be better served." Code Sec. 305(a)(1).  As the Supreme
Court held in resolving a somewhat similar conflict between two
federal statutes, "[t]he bankruptcy court is a court of equity
and, in making this determination it is in a very real sense
balancing the equities."   NLRB v. Bildisco and Bildisco, 465 U.S.
525, 527 (1984).  The express powers to excuse turnover or abstain
provide ample authority to balance the equities based on the facts
of each individual case, and provide a more sensible and fact-
based resolution than any bright-line test of corporate authority
or race to the courthouse could provide. That is obviously the
remedy Congress preferred and dictated, rather than the simple
race to the courthouse on which the Receiver and creditors rely.

Headquartered in Tucson, Arizona, Corporate and Leisure Event
Productions, Inc., and four of its affiliates filed for chapter 11
protection on June 16, 2006 (Bankr. D. Ariz. Case No. 06-01797).
Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., represents
the Debtors.  When the Debtors filed for protection from their
creditors, they estimated consolidated assets and liabilities
between $10 million and $50 million.


COUDERT BROTHERS: Taps Klestadt & Winters as Bankruptcy Counsel
---------------------------------------------------------------
Coudert Brothers LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Klestadt &
Winters, LLP, as its bankruptcy counsel, nunc pro tunc to
Sept. 22, 2006.

Klestadt & Winters will:

    (a) perform all appropriate services as the Debtor's counsel,
        including, without limitation, advising the Debtor,
        representing the Debtor, and preparing all necessary
        documents on behalf of the Debtor;

    (b) take all necessary actions to protect and preserve the
        Debtor's estate during the chapter 11 case, including the
        prosecution of actions by the Debtor, the defense of any
        actions commenced against the Debtor in the context of the
        chapter 11 case, negotiations concerning all litigation in
        which the Debtor is involved, and objecting to claims
        filed against the estate;

    (c) prepare on behalf of the Debtor, as debtor-in-possession,
        all necessary motions, applications, answers, orders,
        reports, and papers in connection with the administration
        of its chapter 11 case;

    (d) provide counsel to the Debtor with regard to its rights
        and obligations as a debtor-in-possession; and

    (e) perform all other necessary legal services.

Tracy L. Klestadt, a partner at Klestadt & Winters, tells the
Court that she will bill $475 per hour for this engagement.  Ms.
Klestadt discloses that the firm's other professionals bill:

    Professional                 Designation     Hourly Rate
    ------------                 -----------     -----------
    Jon Yard Arnason, Esq.       Of Counsel          $450
    Donald E. Watnick, Esq.      Of counsel          $425
    Ian R. Winters, Esq.         Partner             $395
    John Jureller, Esq.          Partner             $375
    Sean Southard, Esq.          Partner             $325
    Stacy Bush, Esq.             Associate           $300
    Brendan Scott, Esq.          Associate           $225
    Sarah E. Megna, Esq.         Associate           $175
    Suzanne C. Furst, Esq.       Associate           $150

Mr. Klestadt further discloses that paralegals of the firm bill
$125 per hour.

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

Mr. Klestadt can be reached at:

         Tracy L. Klestadt, Esq.
         Klestadt & Winters, LLP
         292 Madison Avenue, 17th Floor
         New York, NY 10017
         Tel: (212) 972-3000
         Fax: (212) 972-2245
         http://www.klestadt.com/

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).  In its schedules of assets and
debts, Coudert listed total assets of $29,968,033 and total debts
of $18,261,380.  The Debtor's exclusive period to file a chapter
11 plan expires on Jan. 20, 2007.


COUDERT BROTHERS: Taps Ehlers Ehlers as Special German Counsel
--------------------------------------------------------------
Coudert Brothers LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Ehlers,
Ehlers & Partners as its special counsel, nunc pro tunc to
Sept. 22, 2006.

The Debtor seeks to retain Ehlers Ehlers as special counsel with
respect to its continued representation of the Debtor in matters
pending in Germany.  In addition to the general wind-down of the
Debtor's affairs in Germany, the Debtor relates that Ehlers Ehlers
has been representing the Debtor in these matters:

    (a) Bernd Christian Haager v. Coudert Brothers LLP;

    (b) Reinhard G. Regner v. Coudert Brothers LLP; and

    (c) Bundesagentur fur Arbeit v. Peter Schaal and Hubert Hesse.

The Haager and Regner cases are pending in the Frankfurt
Landgericht (Frankfurt Court) while Arbeit case is pending in the
Arbeitsgericht Munchen (Munich Labor Relations Court).

Dr. P. Nikolai Ehlers, Esq., a partner at Ehlers Ehlers, tells the
Court that the firm's professionals bill:

         Professional                   Hourly Rate
         ------------                   -----------
         Partners                           $360
         Associates                         $260
         Paralegal                          $180

Mr. Ehlers discloses that the firm is a prepetition creditor of
the Debtor in that the Debtor owes Ehlers Ehlers $30,000 based
upon services rendered to the Debtor prior to the bankruptcy
filing.

Mr. Ehlers assures the Court that his firm does not have an
interest materially adverse to the interest of the Debtor or its
estate.

Mr. Ehlers can be reached at:

         Dr. P. Nikolai Ehlers, Esq.
         Ehlers, Ehlers & Partners
         WidenmayerstraŠe 29
         D-80538 MĀnchen
         Germany
         Tel: +49(0)89 210-969-0
         Fax: +49(0)89 210 969-99
         http://www.eep-law.de/

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).  In its schedules of assets and
debts, Coudert listed total assets of $29,968,033 and total debts
of $18,261,380.  The Debtor's exclusive period to file a chapter
11 plan expires on Jan. 20, 2007.


CRYOPAK INDUSTRIES: Creditors Name Deloitte & Touche as Receiver
----------------------------------------------------------------
Cryopak Industries Inc.'s secured creditors have advised the
Company that they are going to appoint a receiver over the assets
of the Company.

"While we have been working quite hard to find solutions to our
continuing financial difficulty and lack of liquidity, time has
run out and our creditors are exercising their rights to recover
the amounts owing to them," commented Mr. Martin Carsky, President
and Chief Executive Officer.

Deloitte & Touche LLP will be appointed as receiver of the
Company.  The subsidiary of the Company, Cryopak Corporation Ltd.,
will assign itself into bankruptcy and PricewaterhouseCoopers Inc.
will be appointed as the trustee in bankruptcy.

TCP Reliable Inc. of Edison, New Jersey has made an offer to
acquire substantially all of the assets of the Company and the
Subsidiary for approximately $4.5 million and to take over the
operation of the Company's business.  The Company understands that
the receiver intends to complete that transaction as soon as
possible.

The proceeds of the sale will be first applied to the payment of
the Company secured bank debt and other priority payments.  On
completion of the sale of the assets, there will be a small amount
payable to the unsecured and trade creditors of the Subsidiary,
who will also benefit on a going forward basis from the deferred
amount payable by TCP, payable in 6 and 12 month installments.
Holders of the Company's secured convertible notes will also
receive an initial small payment and some payments from the
deferred amount payable.

Because of the shortfall in paying its creditors, no amount will
remain for distribution to shareholders upon the completion of the
disposition of the assets of the Company by the receiver.

The Company has determined not to proceed to incur the costs to
complete the preparation or filing of financial statements for the
financial year ended March 31, 2006.  Consequently, it is
anticipated that the shares of the Company will be suspended from
trading on the TSX Venture Exchange and delisted.

In light of the foregoing, the directors of the Company plan to
tender their resignations.

                          About Cryopak

Headquartered in British Columbia, Canada, Cryopak Industries Inc.
(TSX Venture Exchange: CYK) -- http://www.cryopak.com/-- provides
temperature-controlling products and solutions serving global
pharmaceutical companies, as well as North American retailers and
consumer goods companies.  In its pharmaceutical business, the
Company engineers solutions and supplies products that help
customers safely transport temperature sensitive vaccines.  In its
retail business, the Company develops, manufactures and sells
reusable ice substitutes, flexible hot and cold compresses,
reusable gel ice and instant hot and cold packs.


CS AVISERS: Moody's Rates $14 Mil. Class D Secured Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service reported that it assigned ratings of

   * Aaa to $231,000,000 Class A-1 Senior Secured Floating Rate
     Notes due 2020, Aa2 to the U.S. $7,750,000 Class A-2A Senior
     Secured Floating Rate Notes due 2020,

   * Aa2 to $3,250,000 Class A-2B Senior Secured Fixed
     Rate Notes due 2020,

   * A2 to $21,000,000 Class B Senior Secured Deferrable
     Floating Rate Notes due 2020,

   * Baa2 to $17,000,000 Class C Senior Secured
     Deferrable Floating Rate Notes due 2020, and

   * Ba2 to $14,000,000 Class D Secured Deferrable
     Floating Rate Notes due 2020 issued by CS Advisors CLO I
     Ltd. (the "Issuer").

Moody's Investors Service also assigned ratings of:

   * Aa2 to $5,000,000 Type I Composite Notes due 2020,

   * Baa3 to $2,000,000 Type II Composite Notes due
     2020, and,

   * Aaa to $7,625,000 Type III Composite Notes due 2020
    (together the "Composite Notes"), issued by the Issuer.

The Issuer also issued the $31,000,000 Subordinated Notes due 2020
which Moody's has not rated.

Moody's rating reflects the ultimate return to an investor of
principal and interest, as provided by such note's governing
documents, and is based primarily on the expected loss posed to
investors relative to the promise of receiving the present value
of such payments.  Moody's also analyzed the risk of diminishment
of cash flows from the underlying collateral portfolio -- which
consists primarily of speculative-grade senior secured loans - due
to defaults, the characteristics of these assets, and the safety
of the transaction's structure.

In the particular case of the ratings on the Composite Notes, the
ratings generally reflect the ultimate return to an investor of
the Composite Note "rated balance", and are based primarily on the
expected loss posed to note holders relative to the promise of
receiving the present value of such rated balance.

Additionally, however, the rating on the Type III Composite Notes
is based solely on Moody's assessment of the credit risk on the
United States Treasury strip security maturing on August 15, 2016
(CUSIP 912833KJ8).

This cash flow CLO is managed by CapitalSource Advisors, LLC.


CTI FOODS: Moody's Confirms B2 Corporate Family 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 sector, the rating
agency confirmed its B2 Corporate Family Rating for CTI Foods
Holding Co, LLC and downgraded to B3 its B2 rating on the
company's $120 million secured term loan due 2012.  Additionally,
Moody's assigned an LGD4 rating to the loan, suggesting creditors
will experience a 67% 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%).

Headquartered in Wilder, Idaho, CTI Foods Holding Co., LLC, is a
food products company primarily catering to the quick-serve
restaurant industry.


DANA CORP: Wants Court to Reconsider Order Denying M. Burns' Fees
-----------------------------------------------------------------
Dana Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to reconsider and
clarify certain provisions of its Order denying the proposed
compensation for Michael Burns, Dana's president and chief
executive officer, and five key executives of his core management
team.

The Debtors complain that the Order did not directly address the
supplement they filed on Sept. 4, 2006.

Corinne Ball, Esq., at Jones Day, in New York, relates that in
the Second Supplement, the Debtors proposed an incentive
compensation program based entirely on the Senior Executives'
achievement of certain performance benchmarks and added
provisions to the proposed assumption of the Senior Executives'
retirement benefits that maintained parity with the treatment of
non-executive pensions in their Chapter 11 cases.

According to Ms. Ball, since the entry of the Order, the Debtors
have continued to engage in dialogue with the Objectors regarding
the appropriate structure of an incentive compensation program
for the Senior Executives and a process to achieve consensus.  In
furtherance of the discussions, Ms. Ball asserts, it may assist
the parties for the Court, at the appropriate time, to reconsider
and clarify certain provisions of the Order, including:

   (1) the particular components, if any, of the incentive bonus
       program proposed in the Debtors' Second Supplement that
       violate Section 503(c) of the Bankruptcy Code;

   (2) whether payments in exchange for restrictive covenants
       constitute severance, subject to Section 503(c);

   (3) whether the payment of bonuses earned under the annual
       short-term incentive program by Mr. Burns violate
       Section 503(c); and

   (4) whether the Debtors' assumption of Senior Executives
       Retention Program benefits for all or certain of the
       Senior Executives violates Section 503(c), and whether the
       Bankruptcy Code imposes any limits on SERP claims.

As reported in the Troubled Company Reporter on Sept. 7, 2006, the
Honorable Burton R. Lifland denied the Debtors' proposed
compensation for Mr. Burns and five key executives of his core
management team.

Judge Lifland found that the proposed Compensation included both
the elements of a "Pay to Stay" compensation plan subject to the
limitations of Section 503(c) of the Bankruptcy Code and, a
"Produce Value for Pay" plan to be scrutinized through the
business judgment lens of Section 363.

Judge Lifland also found that the initial Compensation Motion did
not analyze the requirements under the Bankruptcy Abuse Prevention
and Consumer Protection Act of 2005.  Rather, the Debtors proposed
to rely solely on Sections 105, 363(b), 365 and 101(31) of the
Bankruptcy Code as the basis for their request.

Under the BAPCA, Section 503(c) establishes specific evidentiary
standards that must be met before the Court may authorize payments
made to an insider for purposes of inducing that person to remain
with a debtor's business, or payments made on account of
severance.  Judge Lifland stated that the recent amendment to the
Bankruptcy Code makes it clear that, to the extent a proposed
transfer falls within Sections 503(c)(1)1 or (c)(2)2, then the
business judgment rule does not apply, irrespective of whether a
sound business purpose may actually exist.

Judge Lifland said he cannot categorize the Debtors' proposed
Completion Bonus as an incentive bonus.  Rather, the Court finds
that the Completion Bonus is a retention bonus.

In addition, the Court noted that the Debtors try to circumvent
the requirements of Section 503(c)(2) by characterizing the
amounts being paid to the Executives on involuntary dismissal or
resigning for good reason as "payments in exchange for non-compete
agreements."

Furthermore, Judge Lifland pointed out that the Debtors have
failed to meet their burden of demonstrating that the payments in
exchange for signing a non-compete agreement and other payments do
not constitute "severance", or that the evidentiary requirements
under Section 503(c)(2) have been satisfied.

Pursuant to Section 503(c)(2), an insider's severance payment may
not be approved unless the Debtors have established that the
payment is part of a program generally applicable to all full time
employees, and the amount of the payment is not more than ten
times the amount of mean severance given to non-management
employees in that calendar year.

Subject to a factual determination regarding the extent to which
an individual was in control of a debtor, Judge Lifland said the
term "insider" could include other employees of the Debtors.
Thus, the Court ruled that the request is improper and without
basis.  The Court said that it is prepared to find that the
Executives are insiders, but has no basis to make a finding that
no other insiders are employed by Dana absent a showing of proof.

While it may be possible to formulate a compensation package that
passes muster under the Section 363 business judgment rule or
Section 503(c) limitations, or both, the Court found that the
Debtors' proposed Compensation does neither.

As reported in the Troubled Company Reporter on Aug. 22, 2006,
the Debtors sought Court's approval on their employment agreements
with Mr. Burns and five key executives, as modified.

The Debtors previously asked the Court to approve the original
terms of the employment agreements of Mr. Burns and five key
executives.

Based on discussions with, among others, the Official Committee of
Unsecured Creditors regarding concerns relating to terms in the
Original Employment Agreements, the Debtors have made these
modifications:

   Item                             Modified Agreements
   ----                             -------------------
   Performance Metric               Consummation of a plan of
                                    reorganization.

                                    Total Enterprise Value is six
                                    months after the Effective
                                    Date of a plan.

   Threshold Completion Bonus       66% of Target Completion
                                    Bonus if employed on pay-out
                                    date and TEV on the Valuation
                                    Date is equal to
                                    $2,000,000,000.

   Minimum Completion Bonus         50% of Target Completion
                                    Bonus if employed on pay-out
                                    date.

   Variable Pay-out                 Above Minimum Completion
                                    Bonus, pay-out varies
                                    depending on TEV, without a
                                    cap.

   Form of Payment                  Minimum Completion Bonus is
                                    payable in cash.  Amounts in
                                    excess of Minimum Completion
                                    Bonus payable in common stock
                                    of reorganized Dana, provided
                                    that the common stock is (i)
                                    listed and readily tradable,
                                    or (ii) subject to repurchase
                                    by reorganized Dana if the
                                    Senior Executive is not
                                    employed by reorganized Dana
                                    after the Effective Date,
                                    otherwise payable in cash.

   Timing Pay-out                   Minimum Completion Bonus will
                                    be paid on Effective Date
                                    with the remainder payable
                                    six months after Effective
                                    Date.

   Impact of Death, Disability      Prior to completion of
   or Involuntary Termination       business plan: None.
   Without Cause or Voluntary
   Termination for Good Reason      Prior to Effective Date:
   (with respect to Mr. Burns)      Pro rata.
   on Completion Bonus
                                    After Effective Date:
                                    Full pay-out.

   Impact of Voluntary              Prior to Effective Date:
   Termination Without              No pay-out.
   Good Reason (with
   respect to Mr. Burns)            After Effective Date:
                                    Full pay-out.

The Original Agreements were further modified to reflect that:

   (a) The term of the Employment Agreements of Mr. Burns and the
       Executives is until the Effective Date of a plan of
       reorganization;

   (b) If Mr. Burns and the Executives are (i) involuntarily
       terminated without cause, (ii) are voluntarily terminated
       for good reason, or (iii) failed to complete a replacement
       employment agreement upon expiration of the Agreement
       prior to the Plan Effective Date, they are to enter into
       an 18-month non-compete agreement in exchange for
       compensation equal to 12 months salary, plus annual bonus;

   (c) Prior to the Plan Effective Date, if Mr. Burns and the
       Executives are involuntarily terminated for cause or are
       voluntarily terminated without good reason, they are to
       enter into an 18-month non-compete agreement;

   (d) Issues regarding termination after the Plan Effective Date
       and a change of control after the Plan Effective Date are
       deferred; and

   (e) The Senior Executive Retention Program will be assumed on
       earlier of termination without cause, with good reason
       with respect to Mr. Burns, confirmation of a plan, death
       or disability.

According to the Debtors, the Modified Employment Agreements will
permit the Senior Executives to make the difficult choices that
must be made in any restructuring while incentivizing them to
maximize the enterprise value of the reorganized Debtors for the
benefit of all stakeholders.

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DANA CORP: Plans to File Nissan Settlement Agreement Under Seal
---------------------------------------------------------------
Richard H. Engman, Esq., at Jones Day, in New York, relates that
Dana Corporation and its debtor-affiliates and Nissan North
America, Inc., have a longstanding business relationship, where
Nissan orders component parts to be incorporated into their
vehicles from the Debtors.

The terms of their relationship requires:

   (a) certain charge-back procedures where Nissan debits
       outstanding payables for certain of the Debtors' ongoing
       obligations, like warranty claims; and

   (b) the Debtors to pay amounts to Nissan under a variety of
       facts and circumstances.  In certain specified
       circumstances, if amounts owed by the Debtors to Nissan
       are unpaid, Nissan may withhold other amounts payable to
       the Debtors and apply those amounts as offsets against the
       amounts owed to Nissan.

Before their bankruptcy filing, the Debtors shipped a variety of
parts and other goods to Nissan in the ordinary course of
business.  As of their bankruptcy filing, Nissan owed at least
$14,943,043 to the Debtors, Mr. Engman says.

Mr. Engman adds that Nissan also asserts that:

   -- as of Sept. 21, 2006, the Debtors owed $1,979,861 for a
      variety of prepetition commercial claims, including, but
      not limited to, warranty claims; and

   -- additional prepetition claims, particularly warranty
      claims, will continue to arise, accrue and be discovered by
      Nissan in upcoming years.

Nissan has also advised the Debtors that, pursuant to its rights
under their relationship and applicable law, it believes that it
has the right to withhold some or all of the Nissan Receivable as
a potential offset against the Unliquidated Nissan Claims.

As of Sept. 21, 2006, the Nissan Receivable remains unpaid and
certain potential prepetition setoffs have not been taken, Mr.
Engman informs the Court.

Pursuant to the Customer Obligations Order, the Debtors presently
have the authority to honor and pay their obligations to Nissan,
including the Nissan Payable and the Unliquidated Nissan Claims,
in the ordinary course of their businesses, notwithstanding that
these amounts constitute prepetition claims.

Since the Debtors' bankruptcy filing, the parties have been
involved in negotiations with an aim of resolving their issues.
By these negotiations, the Debtors sought to have Nissan pay the
Nissan Receivable, while Nissan sought assurances that the Debtors
would continue to honor certain of their obligations under their
relationship, consistent with the discretionary authority granted
in the Customer Obligations Order.  Mr. Engman relates that
during these negotiations, to help mitigate the adverse cash flow
impact caused by Nissan's withholding of the Nissan Receivable,
Nissan voluntarily accelerated payments to the Debtors for
postpetition purchases of parts.

The parties eventually reached a consensus and entered into a
Commercial Settlement Agreement dated Sept. 20, 2006.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to approve the Settlement
Agreement, which provides, among other things, that:

   (a) Nissan will pay $12,963,173 of the Nissan Receivable to
       the Debtors;

   (b) the Nissan Payable will be set off in whole or in part
       against the remainder of the Nissan Receivable, subject to
       the Debtors and Nissan reaching agreement as to the proper
       amounts of these obligations, which will be established in
       the ordinary course of business and the parties'
       relationship;

   (c) Nissan will have the right to setoff any Claim against the
       Debtors, without regard to whether the Claim arises
       prepetition or postpetition and without regard to the
       Debtor entity that owes the amount to Nissan, to the
       extent consistent with the terms of their relationship;
       and

   (d) to the extent that Nissan or the Debtors desire to assert
       rights of setoff with respect to mutual postpetition
       obligations, the parties' rights are unaffected by the
       Settlement Agreement.

The Debtors' businesses are dependent on the loyalty and
confidence of their customers, particularly their OEM customers
like Nissan, Mr. Engman contends.  The continued support of
customers like Nissan is absolutely essential to the Debtors'
ability to preserve and maximize the value of their businesses
for the benefit of their stakeholders.  Any delay in honoring or
paying various obligations to Nissan will severely and
irreparably impair the Debtors' customer relations with Nissan at
a time when the loyalty and support of their customers are
extremely critical, Mr. Engman adds.

By permitting Nissan to setoff its Unliquidated Claims at a later
date against postpetition amounts payable by Nissan to the
Debtors, it is provided with greater assurances that those
obligations will be satisfied, Mr. Engman asserts.  In turn,
Nissan agrees to release the majority of the Nissan Receivable to
the Debtors as required by the Settlement Agreement and for the
Debtors' benefit.

Without the settlement, Mr. Engman avers that the Debtors would
be required to either:

   (i) allow Nissan to hold the Nissan Receivable for a
       potentially extended period of time as the Unliquidated
       Nissan Claim became liquidated; or

  (ii) commence litigation against one of its most important
       customers to collect those amounts.

"Neither of these alternatives is appealing to the Debtors, and
neither would guarantee an outcome any different than the one
reached by the Settlement Agreement," Mr. Engman says.

Because the Settlement Agreement will result in a substantial
payment to the Debtors, delays in the consummation of the
Settlement Agreement would be potentially detrimental to the
Debtors' estates, Mr. Engman adds.

Nissan has raised confidentiality concerns regarding the public
filing of the Settlement Agreement.  In particular, Nissan has
advised the Debtors that the Settlement Agreement contains or
refers to commercial information regarding the business
relationship between Nissan and certain of the Dana Companies
that is confidential to Nissan or that could adversely impact
Nissan and its business relationships.  Accordingly, as a
condition to entry into the Settlement Agreement, Nissan has
asked and the Debtors have agreed to seek authority to file the
Settlement Agreement under seal.

Pursuant to Section 107 of the Bankruptcy Code and Rule 9018 of
the Federal Rules of Bankruptcy Procedure, the Debtors sought and
obtained the Court's approval to file the Settlement Agreement
under seal.

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DANNY WHITLEY: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Danny Alexander Whitley
        Linda Mullis Whitley
        fdba Vine Ripe Tomato & Produce, LLC
        fdba D&T Farms, Inc.
        P.O. Box 514
        Locust, NC 28097

Bankruptcy Case No.: 06-40561

Chapter 11 Petition Date: October 1, 2006

Court: Western District of North Carolina (Shelby)

Judge: George R. Hodges

Debtors' Counsel: O. Max Gardner, III, Esq.
                  O. Max Gardner, III, P.C.
                  P.O. Box 1000
                  Shelby, NC 28151-1000
                  Tel: (704) 487-0616

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' Nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Wells Brother's Carolina, LLC      Bank Loan             $517,670
c/o Korn Law Firm
P.O. Box 11264
Columbia, SC 29211-1264

FPC Financial F.S.B.                                     $340,649
P.O. Box 6630
Johnston, IA 50131

Dion Oil Company, LLC                                     $25,000
412 South Flagler Avenue
Homestead, FL 33030

Lovett Irrigation, Inc.                                   $23,004
P.O. Box 924868
Princeton, FL 33092

Farm Plan                                                 $18,704
P.O. Box 5328
Madison, WI 53705

Southern States                                           $18,598
Cooperative, Inc.

Speedling Inc.                     Trade Debt             $15,433

Clarendon County Tax Collector                            $13,773

John Deere Credit                                         $12,211


DECRANE AIRCRAFT: 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, the rating agency confirmed its B3 Corporate
Family Rating for DeCrane Aircraft Holdings Inc.  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. Secured
   Revolving Credit
   Facility due 2008       B3      Ba3     LGD2       17%

   Sr. Secured Term
   Loan B due 2008         B3      Ba3     LGD2       17%

   12% Sr. Subor.
   Notes due 2008         Caa3     Caa2    LGD6       94%

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%).

DeCrane Aircraft Holdings, Inc., headquartered in Columbus, Ohio,
is a leading provider of aircraft cabin interior systems and
components for business, VIP and head-of-state aircraft, and
a provider of  aircraft retrofit, interior completion and
refurbishment services.


DELPHI CORP: Equity Panel Wants Houlihan as Financial Advisor
-------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in
Delphi Corporation and its debtor-affiliates' bankruptcy cases
seek authority from the U.S. Bankruptcy Court for the Southern
District of New York to retain Houlihan Lokey Howard & Zukin
Capital, Inc., as its financial advisor, nunc pro tunc to July 31,
2006.

As financial advisor, Houlihan Lokey will:

   (a) assist the Equity Committee in analyzing matters relating
       to Delphi Corp.'s transformation of its workforce and
       the impact on Delphi on a pro forma basis including:

       (1) the Debtors' efforts to modify or reject collective
           bargaining agreements and retiree benefits under
           Sections 1113 and 1114 of the Bankruptcy Code;

       (2) the Debtors' attrition programs, including any future
           attrition or buydown programs; and

       (3) the resulting costs and claims of the labor
           transformation efforts and programs, including
           assistance in evaluating the company's financial
           models;

   (b) assist the Equity Committee in analyzing matters relating
       to the relationship and business arrangements between
       Delphi and General Motors Corporation; and

   (c) assist the Equity Committee in analyzing matters relating
       to Delphi's efforts to divest material property or
       business and the impact on Delphi on a pro forma basis,
       including the proposed transaction and cash flow impacts.

Eric Siegert, senior manager of Houlihan Lokey, assures the Court
that the firm is a "disinterested person" as defined by Section
101(14) of the Bankruptcy and used in Section 328(c) of the
Bankruptcy Code.

Mr. Siegert, however, discloses that certain of the subsidiaries
of Houlihan Lokey's indirect corporate parent currently hold
$10,365,165 of the Debtors' prepetition revolver due June 18,
2009.  ORIX Finance will sell the ORIX Delphi Debt within five
days of the Court's approval of the Application.

Houlihan Lokey will be paid a $175,000 monthly cash advisory fee
and reimbursement of expenses incurred in connection with its
employment.

Based in Troy, Mich., Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELTA AIR: Comair's Pending Union Talks May Halt Jet Service Bid
----------------------------------------------------------------
Comair Holdings, a Delta Air Lines Inc. subsidiary, is looking
forward to a reaching a deal with its pilot union to avoid
derailment of its bid to win a contract for jet service from
Delta, the Associated Press reports.

Comair however is nearing an agreement with the International
Association of Machinists and Aerospace Workers representing
Comair's 550 mechanics and has made progress in talks with the
International Brotherhood of Teamsters representing its 970 flight
attendants, the source said.

According to the report, the regional carrier would likely not be
able to submit a winning bid for operating up to 143 of Delta's
regional jets without concessions from all three unions.

The bid will reflect the restructuring Comair has completed in
nonunion areas and the savings it is forecasting for concessions
from the unions for the flight attendants and mechanics, Comair
spokeswoman Tressie Long told the Associated Press.

In July 2006, the Honorable Adlai S. Hardin of the U.S. Bankruptcy
Court for the Southern District of New York has given Comair the
authority to impose concessions on its flight attendants.

Comair will have no choice but to implement those changes if an
agreement is not reached with flight attendants, Ms. Long said in
the report.

Atlanta, GA-based 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: Wants Claims Objection Procedures Established
--------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
establish uniform procedures for filing, prosecuting and resolving
objections to proofs of claim filed in their Chapter 11 cases,
pursuant to Section 105 of the Bankruptcy Code.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
relates that more than 7,500 proofs of claim have been filed
against one or more of the Debtors.  Based on the large number of
claims, the Debtors expect to file a substantial number of claim
objections.

The Debtors believe that the Objection Procedures will facilitate
an expeditious and efficient claims resolution process, and will
help facilitate settlement of a substantial number of otherwise
disputed claims.

Mr. Huebner asserts that the Objection Procedures are consistent
with the protections granted to claimants under the Bankruptcy
Code and the Federal Rules of Bankruptcy Procedure.

                Proposed Objection Procedures

Among others, the Debtors propose that:

   (a) they will periodically file omnibus objections to proofs
       of claim;

   (b) they will provide notice of an objection to the persons
       identified on the first page of each relevant proof of
       claim;

   (c) for claims that have been transferred, they will serve a
       notice only to the person or persons listed as the owner
       of those claims on the Debtors' claims register as of the
       date the objection is filed;

   (d) if they object to a claim relating to an aircraft, and the
       claimant included the tail number of the aircraft in the
       proof of claim form, the tail number will be identified in
       the objection;

   (e) the deadline for filing any response to an objection will
       be the 20th calendar day from the date the objection is
       filed.  A response will be considered timely only if it is
       properly and timely filed with the Court and actually
       received by the attorneys of the:

         * Debtors, and
         * Official Committee of Unsecured Creditors;

   (f) as soon as practicable after the Response Deadline, they
       will ask the Court to sustain the objections to each claim
       for which a written response was not timely filed and
       served; and

   (g) each contested claim as to which the claimant timely and
       properly responds to an objection will constitute a
       separate contested matter, as provided by Bankruptcy Rule
       9014.  The Debtors may, in their discretion, seek to
       settle the priority, amount and validity of the contested
       claims.  They may also, in their discretion and in
       consultation with the Court, schedule the claims for
       hearing.

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


DELTA AIR: Proposes Process for Litigating Leveraged Lease Deals
----------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates and the Official
Committee of Unsecured Creditors ask the U.S. Bankruptcy Court for
the Southern District of New York to approve their proposed
procedures governing the manner in which they may assert and
litigate certain objections to claims in connection with leveraged
lease transactions.

On behalf of the Debtors, Michael E. Wiles, Esq., at Debevoise &
Plimpton LLP, in New York, relates that more than 270 of the
Debtors' aircraft are subject to leveraged lease financing
transactions.  A typical leveraged lease structures include a
liquidated damage provision providing for the payment of
"stipulated loss value" or "termination value" in the event of a
default by the lessor.  Leveraged lease structures often also
include Tax Indemnity Agreements with owner participants, which
agreements relate to certain tax attributes of the transactions
and to the potential tax consequences of a default.

The filing of claims to collect amounts under Tax Indemnity
Agreements by Owner Participants and claims for the stipulated
loss value specified in the Leases that have been assigned to
them by the Indenture Trustees raises numerous potential issues.
The disputes over these issues are likely to affect a large
number of claims and to involve large dollar amounts, Mr. Wiles
contends.

The issues include the extent to which:

   (a) claims based on stipulated loss value and payments
       required under Tax Indemnity Agreements cover the same
       losses and thus, are duplicative of each other;

   (b) certain aspects of the calculations of stipulated loss
       value or of tax indemnity payments do not fairly reflect
       actual loss and amount to contractual "penalties" that are
       not enforceable; and

   (c) stipulated loss value claims and tax indemnity claims
       should be administrative expense claims.

The Debtors and the Creditors Committee maintain that their
request to establish procedures does not attempt to resolve the
merits of the issues that may arise in connection with leveraged
leases.  Instead, their proposal will permit a coordinated and
efficient litigation of those complicated issues.

Given the substantial number of leveraged leases in which the
Debtors participated, and given the number of other parties who
participated in those transactions, a careful set of coordinated
procedures is appropriate so that the issues may be resolved in a
timely way and without undue expense, the Debtors and the
Creditors Committee state.

The Debtors and the Creditors Committee add that if standard
claims resolution procedures were to be followed, the Debtors and
they will be forced to file separate objections to each claim,
each would be subject to its own discovery and litigation
process.

The Debtors and the Creditors Committee inform the Court that
some SLV Claims may not have been filed at this time.  SLV Claims
arise under Leases, and the Debtors have neither assumed nor
rejected most of those Leases.

Although TIA Claims may have been filed, the SLV Claims for the
same transactions may not yet be on file.  The Debtors and the
Committee therefore wish to include, in their proposed
procedures, mechanisms that will enable all of the relevant
issues and parties to be brought before the Court.

                     Proposed Procedures

The Debtors and the Creditors Committee propose that their
request to establish the leveraged lease claims objections
procedures be deemed to constitute their objection to the SLV
Claims and TIA Claims to the extent that:

   (a) they arise under prepetition agreements and the holders of
       those claims contend that the claims are entitled to
       administrative expenses treatment under Sections 503 and
       507;

   (b) they arise out of the same or related transactions and to
       the extent that they each include amounts that reflect
       compensation for the same matters;

   (c) they include compensation for tax losses or tax
       liabilities that are attributable to a default, or other
       event, without also taking into account all tax benefits
       that are attributable to the same default or event,
       including without limitation:

        (i) reductions in tax payments; or

       (ii) grants of credits that would have been required if
            the default or event had not occurred;

   (d) they include amounts that represent sums or values that
       the claimant expected to realize in the future and to the
       extent that those future sums are not discounted to
       present value at an appropriate discount rate; and

   (e) they include "gross-up" calculations to reflect the fact
       that the holder may pay taxes on the amount the holder
       receives and to the extent that those "gross-up"
       calculations are based on the amount of the claim, rather
       than the amount that the Debtors actually distribute with
       respect to that claim.

Under the Procedures, The Debtors and the Creditors Committee
will determine the order in which the Deemed Objections are
raised and litigated and whether some of the Deemed Objections
should be litigated together.  This provision will permit the
Debtors and the Committee to "group" issues together and to put
them in a logical sequence that disposes of the more significant
issues at an earlier time, Mr. Wiles maintains.

In addition, the Debtors and the Creditors Committee will be
permitted to commence declaratory judgment actions against
holders of SLV Claims and TIA Claims who have not yet filed
proofs of claim, seeking a declaration as to the matters in one
or more Deemed Objections.  This provision will enable the
Debtors and the Creditors Committee to ensure that relevant
issues can effectively be litigated, even if the holders of
particular relevant claims have not yet been required to file
proofs of claim, Mr. Wiles states.

Moreover, the Debtors and the Creditors Committee may select a
group of relevant Claims for purposes of litigating one or more
Deemed Objections.  In that event, the Procedures provide a
mechanism through which other parties who might be interested in
the same issue may participate in the litigation of that issue,
Mr. Wiles relates.

The Procedures call for the filing of "joint" submissions by
similarly situated parties, wherever practical, and permit
separate filings only in the event that similarly situated
parties disagree over particular arguments or seek to raise
different arguments.  According to Mr. Wiles, the provision will
avoid the problems that have been experienced in which hosts of
interested parties and "amicus curiae" filed separate briefs
raising the same points.

The Debtors and the Committee may serve and file a notice
indicating their intention not to pursue particular Deemed
Objections with respect to particular relevant Claims.  Each
Notice of Waiver of Deemed Objection will be served on the
holders of the relevant Claims, and on all other parties known to
the Debtors to be participants in leveraged lease transactions
and who may have SLV Claims or TIA Claims.

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


DENNY'S CORP: Closes $62 Million Property Sale to National Retail
-----------------------------------------------------------------
Denny's Corporation has completed and closed the transaction to
sell to National Retail Properties, Inc., certain of its
franchisee-operated Denny's restaurant properties.

As reported in the Troubled Company Reporter on Sept. 15, 2006,
the Company entered into an agreement to sell 66 franchisee
operated restaurant properties to National Retail Properties,
Inc., a real estate investment trust, for gross proceeds of
approximately $67 million.

The Company disclosed that a total of 60 properties were included
in the closing, for a cash purchase price of approximately
$62 million.  The sale of up to an additional 6 properties may
close, subject to certain conditions, under the terms of the
master purchase agreement for the transaction.

The net cash proceeds of the asset sales have been applied to
reduce the outstanding balance on the Company's first lien term
loan.  During the third quarter, the Company prepaid approximately
$80 million on the loan, bringing its total long-term debt balance
down to approximately $470 million as of Sept. 27, 2006.

Nelson J. Marchioli, president and chief executive officer, said,
"The completion of this transaction and the resulting debt
reduction are significant milestones in Denny's continuing efforts
to strengthen its balance sheet.  Denny's has endured a heavy debt
burden for many years, which restricted its ability to grow.  Over
the last five years we have successfully reduced our outstanding
debt balances by approximately $160 million.  While pleased with
this progress, we will continue to pursue further debt reduction
as an effective way to enhance value for our shareholders.  These
actions will ensure greater financial flexibility to invest in and
expand the Denny's brand."

The Company also disclosed that it has 13 franchisee-operated
properties remaining for sale.  It expects that it will take up to
twelve months to complete the sales.

Headquartered in Spartanburg, South Carolina, Denny's Corporation
-- http://www.dennys.com/-- is America's largest full-service
family restaurant chain, consisting of 543 company-owned units and
1,035 franchised and licensed units, with operations in the United
States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto
Rico.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2006
Denny's Corporation's balance sheet at June 28, 2006 showed $500.3
million in total assets and $758.2 million in total liabilities,
resulting in a $257.9 million stockholders' deficit.


DICUT INC: Strikes Deal With Creditors on $1.8MM Obligations
------------------------------------------------------------
The management of Dicut, Inc., continues to work with a number of
creditors in paying off its obligations totaling approximately
$1,892,391.  The Company sent out 68 letters with an offer to
these creditors, and approximately $900,000 have been negotiated
or settled to date.  The Company also believes that a number of
creditors have written off approximately $175,000 of the total
debt.

Once the Company and the creditors come to terms on a negotiated
price on the debt, the Company will issue 1000 restricted shares
(rule 144) for every dollar owed.  Management believes an
estimated 1.5 billion shares might be issued upon completed
settlement of all debts.

"We are working diligently with all creditors and we feel that
this settlement offer is fair," Mr. Pierre Quilliam, President,
states.  "Upon final settlements, the Company will be debt free,
have a clean bill of health, and be ready to resume revenue
producing activities."

Management continues to move forward with a number of business
projects that they believe will bring forward growth and
shareholder value.

Bradenton, Florida-based Dicut Inc. -- http://www.dicutinc.com/--  
provides security solutions through innovative technologies to
both the public and private sectors.


DIGITAL DESCRIPTOR: Reports $12.4 Mil. Equity Deficit at June 30
----------------------------------------------------------------
Digital Descriptor Systems, Inc., reported a $2,024,062 net loss
for the three months ended June 30, 2006, a 12% increase from the
$1,808,120 loss reported for the three months ended June 30, 2005.
Management attributes the loss primarily to the change in
accounting procedures in which convertible debentures are treated
as derivatives according to the guidance of SFAS133 and EITF00-19.

Revenues for the three months ended June 30, 2006 were $1,233,729
compared to $875,513 for the three months ended June 30, 2005, an
increase of $358,216 or 409%.  The company generates its revenues
through software licenses, hardware, post customer support
arrangements and other services.  The increase in Digital
Descriptor revenue is attributed to the purchase of CGM Applied
Security Technology, Inc in March, 2005.  CGM Applied manufactures
and distributes various Homeland Security products.

At June 30, 2006, the Company's balance sheet showed total assets
of $6,065,603 and total liabilities of $18,482,020, resulting in a
$12,416,417 shareholders' deficit.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?12bf

"We are pleased with the results of our plan to date," says
Anthony Shupin, CEO of Digital Descriptor.  "Our earnings before
interest, taxes, depreciation and amortization are $221,785 versus
a negative $214,124 in Q2 '05.  Our immediate focus has been to
achieve increased revenue along with positive cash-flow results.
This will enable us to sustain the company as we grow the use of
our security products and services to more companies and agencies
throughout the world."

DDSI CFO Michael Pellegrino adds: "Overall, we have a healthier
company today than one year ago.  Total six month revenues,
compared '06 to '05 are up 277205% to $1,476,8132,104,693 from
$532,2271,024,388, while gross profit is up 277% increasing
$944,586 over the prior year.  Operating income increased from a
loss in '05 of $373,902 to a profit of $109,184 for the same
period.  It must be noted that due to a change in accounting
methods, the reported cost of the company debt has also increased
by 132%.  However, the actual impact on our operational cashflow
has remained the same.  Net loss for the period and year-to-date
increased $215,942 and $516,938 respectively mainly due to an
increase in expenses related to our debt."

                     About Digital Descriptor

Based in Sea Girt, New Jersey, Digital Descriptor Systems --
http://www.ddsi-cpc.com/-- develops and markets integrated
enterprise-wide image applications specifically designed for
criminal justice organizations.  Customers include states, cities,
counties, corrections, justice and public safety agencies.

Its subsidiary, CGM Applied Security Technologies, Inc. --
http://www.cgmsecuritysolutions.com/-- based in Somerset, New
Jersey, manufactures and distributes Homeland Security products
including indicative and barrier security seals, security tapes
and related packaging security systems, protective security
products for palletized cargo, physical security systems for
tractors, trailers and containers, as well as a number of highly
specialized authentication products.


DRS TECHNOLOGIES: 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, the rating agency confirmed its B1 Corporate
Family Rating for DRS Technologies Inc.  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. Secured
   Revolving Credit
   Facility due 2012      Ba3      Ba1     LGD2        12%

   Sr. Secured Term
   Loan due 2012          Ba3      Ba1     LGD2        12%

   6-5/8% Sr. Notes
   due 2016               B2       B1      LGD3        47%

   2% Sr. Convertible
   Notes due 2026         B2       B1      LGD3        47%

   6-7/8% Sr. Subor.
   Notes due 2013         B3       B3      LGD5        84%

   7-5/8% Sr. Subor.
   Notes due 2018         B3       B3      LGD5        84%

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 Parsippany, New Jersey, DRS Technologies --
http://www.drs.com/-- provides leading edge products and services
to defense, government intelligence and commercial customers.
Focused on defense technology, the Company develops and
manufactures a broad range of mission critical systems.  The
company employs 6,000 people worldwide.


EAGLE FAMILY: Moody's Assigns B3 Corporate Family 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 sector, the rating
agency assigned its B3 Corporate Family Rating for Eagle Family
Foods, Inc., and upgraded to Caa2 its Caa3 rating on the company's
$115 million senior subordinated notes due 2008.  Additionally,
Moody's assigned an LGD5 rating to the note, suggesting
noteholders will experience an 87% 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%).

Eagle Family Foods Holdings, Inc., and its wholly owned
subsidiary, Eagle Family Foods, Inc., and Eagle's subsidiary,
Milnot Company manufactures and markets branded and private label
sweetened condensed canned milk and evaporated canned milk to the
retail grocery and foodservice channel.  Eagle Brand sweetened
condensed milk is the Company's established brand.  In addition,
the Company markets other brands: Borden eggnog, Kava acid
neutralized coffee, Eagle Brand Premium Dessert Kits, Magnolia
sweetened condensed milk, Milnot evaporated milk and None Such
mincemeat pie filling.


EASY GARDENER: U.S. Trustee Amends Creditors Committee Membership
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, amends the
membership of the Official Committee of Unsecured Creditors in the
chapter 11 cases of Easy Gardener Products, Ltd., and its debtor-
affiliates.

The Committee is now composed of:

   1. Wilmington Trust Company
      Attn: Mike Diaz
      520 Madison Ave.
      New York, NY 10022
      Phone: 212-415-0509
      Fax: 212-415-0513

   2. Great American Leasing Corporation
      Attn: Peggy Upton
      625 1st Street SE, Ste. 800
      Cedar Rapids, IA 52401
      Phone: (319) 261-4248

   3. Hanes Industries
      Attn: Martin Leary
      Middlesex, NC 23225
      Phone: 1-800-239-3224
      Fax: (252) 235-4425

William K. Harrington, Esq., is the attorney assigned to monitor
and represent the U.S. Trustee's interests in the Debtors' Chapter
11 cases.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

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


ECHOSTAR COMMS: Unit Prices $500 Million Notes Issue
----------------------------------------------------
EchoStar Communications Corporation's subsidiary, EchoStar DBS
Corporation, has priced an offering of $500 million aggregate
principal amount of senior debt securities.  The debt securities
will be issued as 7% Senior Notes due 2013.

The net proceeds of the offering are intended to be used to
replace cash on hand that will be used to redeem outstanding
Floating Rate Senior Notes due 2008 on Oct. 1, 2006 pursuant to
the previously announced redemption of such notes.

The sale of the Notes is expected to close on Oct. 18, 2006,
subject to customary conditions.

EchoStar DBS Corporation placed the Notes in a private transaction
under Rule 144A under the Securities Act.  The Notes have not been
registered under the Securities Act of 1933, as amended, or the
securities laws of any other jurisdiction and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements.

EchoStar Communications Corporation serves more than 12.46 million
satellite TV customers through its DISH NetworkTM, and is a
leading U.S. provider of advanced digital television services.
DISH Network's services include hundreds of video and audio
channels, Interactive TV, HDTV, sports and international
programming, together with professional installation and 24-hour
customer service.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Moody's Investors Service affirmed all ratings including the Ba3
corporate family and SGL-1 liquidity rating for EchoStar
Communications Corporation and its subsidiary EchoStar DBS
Corporation following the company's announcement of a proposed
$500 million of EDBS notes.

At the same time, Standard & Poor's Ratings Services assigned a
'BB-' rating to Echostar DBS Corp.'s aggregate $500 million senior
notes with maturities of 2013 and 2016.


ENTRAVISION COMMS: 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 advertising and broadcasting sector, the
rating agency confirmed its Ba3 Corporate Family Rating for
Entravision Communications Corporation.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------

   Secured Revolver       Ba3      Ba3     LGD3        32%

   Secured Term Loan      Ba3      Ba3     LGD3        32%

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 Santa Monica, California, Entravision
Communications -- http://www.entravision.com/-- is a diversified
Spanish-language media company utilizing a combination of
television, radio and outdoor operations to reach approximately
75% of Hispanic consumers across the United States, as well as the
border markets of Mexico.  Entravision is the largest affiliate
group of both Univision television network and Univision's
TeleFutura network, with television stations in 20 of the nation's
top 50 Hispanic markets in the United States.  Entravision owns
and operates one of the nation's largest groups of primarily
Spanish-language radio stations, consisting of 54 owned and
operated radio stations in 21 U.S. markets.  Entravision's outdoor
advertising operations consist of approximately 11,100 advertising
faces located primarily in Los Angeles and New York.


ESTERLINE TECH: 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, the rating agency confirmed its Ba2 Corporate
Family Rating for Esterline Technologies Corp. and its Ba3 rating
on the company's 7.75% Senior Subordinated Notes due 2013.
Moody's assigned those debentures an LGD5 rating suggesting
noteholders will experience a 75% loss in case 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%).

Esterline Technologies Corporation, headquartered in Bellevue
Washington, serves aerospace and defense customers with products
for avionics, propulsion and guidance systems.

The company operates in three business segments: Avionics and
Controls, Sensors and Systems and Advanced Materials.  Esterline
had LTM April 2006 revenue of $887 million.


EVERGREEN INT'L: Extends 12% Senior Notes Offering to October 6
---------------------------------------------------------------
Evergreen International Aviation, Inc.'s pending offer to purchase
any and all of its outstanding 12% Senior Second Secured Notes Due
2010 (CUSIP No. 30024DAF7), previously scheduled to expire at 5:00
p.m., New York City time, on Sept. 25, 2006, has been extended
until 5:00 p.m., New York City time, on Oct. 6, 2006, unless
otherwise extended or earlier terminated.  Except for the change,
all terms and conditions of the tender offer are unchanged and
remain in full force and effect.

Holders of approximately 97.94% of the outstanding principal
amount of the Notes have tendered and consented to the proposed
amendments to the indenture governing the Notes.  Subject to the
satisfaction or waiver of the remaining conditions (including the
consummation of a new Senior Secured Credit Facility by Evergreen)
set forth in the Offer to Purchase and Consent Solicitation
Statement dated July 20, 2006, Evergreen currently intends to
accept the entire amount of Notes tendered pursuant to the tender
offer and consent solicitation.

Credit Suisse Securities (USA) LLC is serving as the exclusive
Dealer Manager and Solicitation Agent for the tender offer and
consent solicitation.  Questions regarding the terms of the tender
offer or consent solicitation should be directed to:

     Credit Suisse Securities (USA) LLC
     Attn: Liability Management Group at
     Telephone (212) 325-7596 or (800) 820-1653.

The Tender Agent and Information Agent is D.F. King & Co., Inc.
Any questions or requests for assistance or additional copies of
documents may be directed to the Information Agent toll free at
(800) 290-6426 (bankers and brokers call collect at (212) 269-
5550).

Based in McMinnville, Oregon, Evergreen International Aviation,
Inc. -- http://www.evergreenaviation.com/-- is a privately held
global aviation services company that is active through several
subsidiary companies.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2006,
Standard & Poor's Ratings Services raised its rating on Evergreen
International Aviation Inc.'s first-lien bank loan rating to 'B+'
from 'B' and changed the recovery rating to '1' from '2'.  The
rating action reflects a change in the structure of the proposed
credit facility.


EXABYTE CORP: Wells Fargo Increases Borrowing Base by $2 Million
----------------------------------------------------------------
Exabyte Corporation entered into a Sixth Amendment to its Credit
and Security Agreement with Wells Fargo Business Credit, Inc.,
dated March 9, 2005.

Under the Sixth Amendment, the Company's Borrowing Base was
increased by up to $2 million, which is equal to 100% of the
principal amount of the borrowings under the Credit Agreement that
may be purchased by Tandberg Data ASA pursuant to a Participation
Agreement between Tandberg and Wells Fargo Bank, National
Association dated Sept. 22, 2006.

The Company disclosed that pursuant to the Asset Purchase
Agreement with Tandberg, under certain circumstances Tandberg is
obligated to provide WFBC with an irrevocable letter of credit in
an amount up to $2 million to support a further extension of
credit by WFBC to the Company.  In accordance with a Letter
Agreement dated Sept. 22, 2006 between Tandberg and the Company,
Tandberg has elected to satisfy the obligation to provide the
Company with additional borrowing capacity through the purchase of
a participation interest in the Credit Agreement, pursuant to the
Participation Agreement.

Full text-copies of the Sixth Amendment, the Letter Agreement and
the Fifth Amendment may be viewed at no charge at:

Sixth Amendment to the Credit and Security Agreement by and
between Exabyte Corporation and Wells Fargo Business Credit, Inc.,
dated Sept. 22, 2006: http://ResearchArchives.com/t/s?12c1

Fifth Amendment to the Credit and Security Agreement by and
between Exabyte Corporation and Wells Fargo Business Credit, Inc.,
dated July 31, 2006: http://ResearchArchives.com/t/s?12c2

Letter Agreement between Exabyte Corporation and Tandberg Data
Corp., dated Sept. 22, 2006: http://ResearchArchives.com/t/s?12c3

Exabyte Corporation -- http://www.exabyte.com/-- manufactures
tape storage products.  The Company's products back up and restore
critical business information.

                        Going Concern Doubt

Ehrhardt Keefe Steiner & Hottman PC expressed substantial doubt
about Exabyte Corporation and its subsidiaries' 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 auditing firm pointed to the
Company's recurring losses and accumulated deficit of
$123,869,000.


EXTENDICARE HEALTH: 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 U.S. Hospital and Long-term Care sectors, the
rating agency confirmed its Ba3 Corporate Family Rating for
Extendicare Health Services, 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
   ----------           -------  -------  ------   ----------
   $114 Million
   Senior Secured
   Revolving Credit
   Facility due 2010      Ba2      Ba1     LGD2       18%

   $86 Million
   Senior Secured Term
   Loan due 2010          Ba2      Ba1     LGD2       18%

   $150 Million Issue
   of 9.5% Senior
   Unsecured Notes
   due 2010               B1       Ba3     LGD4       59%

   $125 Million Issue
   of 6.875% Senior
   Subordinated
   Notes due 2014         B2       B2      LGD6       91%

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%).

Extendicare Health Services, Inc., headquartered in Milwaukee,
Wisconsin, is a wholly owned subsidiary of Extendicare, Inc., a
Canadian publicly traded company.  The company is a provider of
nursing care, assisted living, and related medical specialty
services such as rehabilitation therapy.


FISHER 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 affirmed its B2 rating on Fisher Communications,
Inc.'s 8.625% senior notes due 2014.  Additionally, Moody's
assigned an LGD4 rating to the notes suggesting noteholders will
experience a 56% loss in the event of a default.

Fisher 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%).

Fisher Communications, Inc. (NASDAQ:FSCI) -- http://www.fsci.com/
-- is a Seattle-based integrated media company.  The Company's
nine network-affiliated television stations, and a tenth station
50% owned by Fisher Communications, are located in Washington,
Oregon, and Idaho, and its 27 radio stations broadcast in
Washington and Montana.  The Company also owns and operates Fisher
Plaza, a facility located near downtown Seattle.


FRIENDLY ICE: John Cutter Resigns as President and CEO
------------------------------------------------------
Friendly Ice Cream Corporation disclosed that John L. Cutter,
president and chief executive officer, has resigned to pursue
other interests.

Donald N. Smith, who has served as chairman since 2003, is
assuming oversight responsibilities on a temporary basis as a
search for a replacement is conducted.

Mr. Cutter has been chief executive officer and president of
The Company since February 2003.  He served as the president and
chief operating officer from Dec. 1998 to Feb. 2003.  Prior to
joining the company, Mr. Cutter served as the chief operating
officer of Boston Chicken, Inc.

"The Board and I appreciate John's many contributions to the
company and wish him well," Mr. Smith said.

Mr. Smith has been chairman of the Company's Board since
Sept. 1988.  He served as chief executive officer of the Company
from Sept. 1988 to Feb. 2003, and as president from Sept. 1988 to
Dec. 1998.  From 1986 to 2005, Mr. Smith served as chairman of the
Board and chief executive officer of The Restaurant Company, which
owns and franchises a chain of mid-scale restaurants under the
name Perkins Restaurant and Bakery.  He also served as TRC's chief
operating officer from 1998 to March 2004.

"I accepted the Board's request to take an oversight role over
Friendly's operations temporarily while a search for a new
President and Chief Executive Officer is carried out," Mr. Smith
said.  "We all recognize the importance of moving quickly to fill
those roles."

Friendly Ice Cream Corporation (AMEX: FRN)
-- http://www.friendlys.com/-- is a vertically integrated
restaurant company serving signature sandwiches, entrees and ice
cream desserts in a friendly, family environment in 525 company
and franchised restaurants throughout the Northeast.  The company
also manufactures ice cream, which is distributed through more
than 4,500 supermarkets and other retail locations.  With a 70-
year operating history, Friendly's enjoys strong brand recognition
and is currently remodeling its restaurants and introducing new
products to grow its customer base.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2006
Friendly Ice Cream Corporation's balance sheet at July 2, 2006,
showed total assets of $223 million and total liabilities of
$362 million resulting in a stockholders' deficit $139 million.

At Jan. 1, 2006, the Company's balance sheet showed a
stockholders' deficit $142 million.


GALAXY VII: Moody's Assigns Ba2 Rating to $13.5MM Class E Notes
---------------------------------------------------------------
Moody's Investors Service reported it assigned ratings to six
classes of notes issued by Galaxy VII CLO, Ltd. These ratings were
assigned:

   * Aaa to $270,500,000 Class A-1 Senior Term Notes Due 2018;

   * Aaa to $60,000,000 Class A-2 Senior Delayed Draw Notes Due
     2018;

   * Aa2 to $29,500,000 Class B Senior Floating Rate Notes Due
     2018;

   * A2 to $26,000,000 Class C Deferrable Mezzanine Floating Rate
     Notes Due 2018;

   * Baa2 to $19,000,000 Class D Deferrable Mezzanine Floating
     Rate Notes Due 2018;

   * Ba2 to $13,500,000 Class E Deferrable Junior Floating Rate
     Notes Due 2018;

Moody's also assigned ratings to two classes of Combination Notes
issued by the Issuer:

   * A1 to the Class X Combination Notes, and,
   * Baa2 to the Class Y Combination Notes.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.  The ratings reflect the risks due
to the diminishment of cash flow from the underlying portfolio due
to defaults, the transaction's legal structure and the
characteristics of the underlying assets, consisting primarily of
senior secured loans.

Moody's rating on the Class X Combination Notes only addresses the
ultimate receipt of the principal of the Class X Combination
Notes, and rating on the Class Y Combination Notes addresses the
ultimate receipt of interest and principal payment, relative to
the promise of receiving the present value of such payment.
Ratings of the Combination Notes do not address any other payments
or additional amounts that a holder of Class X Combination Notes
or Class Y Combination Notes may receive pursuant to the
underlying documents.

AIG Global Investment Corp. will manage the selection, acquisition
and disposition of collateral, consisting primarily of senior
secured loans, on behalf of the Issuer.  The transaction was
brought to market by Morgan Stanley.


GATX CORP: Selling Majority of Aircraft Leasing Business
--------------------------------------------------------
GATX Corporation has signed a definitive agreement to sell the
majority of its aircraft leasing business to a consortium of
investors including Macquarie Bank and affiliated investment funds
of Och Ziff Capital Management Group.  The transaction is expected
to close by yearend.

The consortium, Macquarie Aircraft Leasing Limited, will acquire
GATX's wholly owned aircraft and will seek to acquire assets
within the aircraft leasing joint ventures managed by GATX.  GATX
anticipates that the majority of the employees at its aircraft
leasing business will accompany the assets to MALL.

The air assets subject to the agreement with MALL, including
GATX's joint venture investments, total approximately $1.5 billion
in net book value, or 21% of GATX's total assets. The sale will
result in an after-tax charge in the range of $50 - 70 million to
be taken by GATX in the third quarter. After the required
prepayment of air-specific debt and taxes, GATX expects cash
proceeds from the sale, assuming all assets contemplated in the
transaction are sold, to be approximately $500 million.  GATX will
determine the use of those proceeds upon completion of the
transaction.

Brian A. Kenney, president and CEO of GATX Corporation, stated,
"GATX has been in the commercial aircraft leasing business since
1968, building a valuable operating lease platform and portfolio
of aircraft.  We believe that the sale of this platform to MALL
will enable GATX to realize greater value for our shareholders
than we could realize from continuing to own the business, and
will position GATX to pursue opportunities in our higher return
rail and specialty businesses."

The sale is subject to customary closing conditions, third-party
consents and regulatory approvals.

Based in Chicago, Illinois, GATX Corporation --
http://www.gatx.com/--provides lease financing and related
services to customers operating rail, marine and other targeted
assets. GATX is a leader in leasing transportation assets and
controls one of the largest railcar fleets in the world.  Applying
over a century of operating experience and strong market and asset
expertise, GATX provides quality assets and services to customers
worldwide.  GATX Corp. is the principal operating subsidiary GATX
Financial Corporation.   At June 30, 2006, GATX Financial reported
total assets of $6.1 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Moody's Investors Service placed the ratings of GATX Financial
Corp. (senior Baa3, short-term Prime-3) and affiliates on review
for possible upgrade following the firm's announcement that it has
agreed to sell a majority of its commercial aircraft leasing
business to a consortium of investors, including Macquarie Bank
and affiliated investment funds of Och Ziff Capital Management
Group.


GE CAPITAL: Moody's Lowers Rating on Class B-1 Notes to Caa2
------------------------------------------------------------
Moody's Investors Service downgraded one class issued by GE
Capital 1998-HE1.  The underlying collateral consists of closed-
end, fixed-rate, first-lien residential mortgage loans.

This subordinate class was downgraded based on the low credit
enhancement levels compared to the current loss projections.  The
most subordinate tranche is defaulting due to the credit losses
while receiving its pro-rata portion of the principal payments.
The realized losses have caused the subordination and credit
enhancement levels to significantly decline.

This is the rating action taken:

   * GE Capital 1998-HE1, Class B-1, Downgraded from B2 to Caa2.


GENESIS HEALTHCARE: 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 U.S. Hospital and Long-term Care sectors, the
rating agency confirmed its Ba3 Corporate Family Rating for
Genesis HealthCare Corporation.

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
   ----------           -------  -------  ------   ----------
   $125 Million
   Senior Secured
   Revolving Credit
   Facility due 2010      Ba2     Baa3     LGD1        9%

   $154.15 Million
   Senior Subordinated
   Notes due 2013         B2       B1      LGD4       63%

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%).

Genesis HealthCare Corporation provides long term care through a
network of 213 eldercare centers, including 178 skilled nursing
centers, 22 assisted living residences and 13 transitional care
units in 12 eastern states.  Genesis also provides contract
rehabilitation services.


GOLD KIST: Moody's Reviews for Upgrade B3 Rated $130MM Sr. Notes
----------------------------------------------------------------
Moody's Investors Service reported it placed the B3 senior
unsecured rating as well as the B1 corporate family rating for
Gold Kist, Inc. under review for possible upgrade.  Moody's also
affirmed the company's SGL-2 speculative grade liquidity rating.
These actions follow the announcement that Pilgrim's Pride
Corporation intends to commence a cash tender offer to purchase
all of the outstanding shares of Gold Kist for approximately
$1 billion, as well as offer to acquire Gold Kist's $130 million
in 10.25% senior notes.

The review for upgrade reflects the possibility that Gold Kist
could be acquired and its debt assumed by a financially-stronger
company (Pilgrim's Pride's corporate family rating is Ba2), hence
improving the credit profile of outstanding Gold Kist debt
securities.

The affirmation of Gold Kist's speculative grade liquidity rating
of SGL-2 reflects the company's good liquidity and the expectation
that internal cash flow, cash balances, and committed bank credit
availability are sufficient to cover all of the company's cash
needs over the coming year.

Moody's review will focus on

   * whether or not an acquisition will in fact occur, and if so;

   * the strategic fit of Gold Kist into Pilgrim's Pride's
     existing business portfolio;

   * the integration challenges Pilgrim's Pride may face in
     integrating Gold Kist's operations;

   * changes that may occur to the terms and structure of
     existing Gold Kist debt securities, and,

   * the capital structure, financial flexibility, leverage, and
     overall credit profile that a combined Pilgrim's/Gold Kist
     would exhibit should a transaction ultimately be
     consummated.

Ratings affirmed are:

   * Speculative grade liquidity rating of SGL-2

These are the ratings placed on review for possible upgrade:

   * $130 million 10.25% senior unsecured notes at B3 (LGD5, 78%)
   * Corporate family rating at B1
   * Probability of default rating at B1

Headquartered in Atlanta, Georgia, Gold Kist is a major US chicken
processor and producer of value-added chicken products.


GOODYEAR TIRE: USW to End Contract Extension on Thursday
--------------------------------------------------------
The United Steelworkers of America delivered the required notice
to the Goodyear Tire and Rubber Company and that unless a
tentative agreement is reached; the contract will terminate on
Oct. 5, 2006, at 1:00 p.m.

As a three-year master contract approached its July 22, 2006
termination date, both sides entered into a day-to-day extension
agreement that provided both the company and the USW the option of
terminating the agreement upon delivering a 72-hour notice.

"We've been telling the company that we would stay at the
bargaining table as long as progress was being made," said USW
executive vice president Ron Hoover. "There's no sense continuing
these talks if Goodyear is intent on gutting our contract and
closing our plants."

"It's a sad situation and a poor reflection on this company that
we are forced to take this action after all we have done for
them," Mr. Hoover added.

In 2003, the union agreed to a contract that provided the company
with much needed financial flexibility by agreeing to wage,
pension and health care concessions.  In addition, each local
union worked closely with local plant management to increase
productivity and enhance efficiencies.

The master contract between the USW and Goodyear covers 14,000
workers at 12 U.S. plants in Akron, Ohio; Gadsden, Ala.; Buffalo,
N.Y., St. Marys, Ohio; Lincoln, Neb.; Topeka, Kan.; Tyler, Texas;
Danville, Va.; Marysville, Ohio; Union City, Tenn.; Sun Prairie,
Wis.; and Fayetteville, N.C.

The USW represents more than 850,000 workers in the U.S. and
Canada.  Some 70,000 are employed in the tire and rubber industry.

                        About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28 countries.
It has marketing operations in almost every country around the
world.  Goodyear employs more than 80,000 people worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on June 8, 2006,
Fitch affirmed The Goodyear Tire & Rubber Company's Issuer Default
Rating at 'B'; $1.5 billion first lien credit facility at
'BB/RR1'; $1.2 billion second lien term loan at 'BB/RR1'; $300
million third lien term loan at 'B/RR4'; $650 million third lien
senior secured notes at 'B/RR4'; and Senior Unsecured Debt at
'CCC+/RR6'.

As reported in the Troubled Company Reporter on June 23, 2005,
Moody's Investors Service assigned a B3 rating to Goodyear Tire &
Rubber Company's $400 million ten-year senior unsecured notes.

As reported in the Troubled Company Reporter on June 22, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Goodyear Tire & Rubber Co.'s $400 million senior notes due 2015
and affirmed its 'B+' corporate credit rating.


GRANITE 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 lowered its Caa1 rating on Granite Broadcasting
Corporation's 9 3/4% senior secured notes due 2010 to Caa2 and
assigned an LGD3 rating, suggesting noteholders will experience a
48% loss in the event of a default.

Moody's also raised its C rating on the Company's 12 3/4% PIK
exch. preferred stock to Ca and attached an LGD6 rating,
suggesting noteholders will experience a 99% loss in the event of
a default.

Granite Broadcasting 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%).

Granite Broadcasting Corporation (OTCBB: GBTVK) --
http://www.granitetv.com/-- owns and operates, or provides
programming, sales and other services to 23 channels in the
following 11 markets: San Francisco, California; Detroit,
Michigan; Buffalo, New York; Fresno, California; Syracuse, New
York; Fort Wayne, Indiana; Peoria, Illinois; Duluth, Minnesota-
Superior, Wisconsin; Binghamton, New York; Utica, New York and
Elmira, New York.  The Company's channel group includes affiliates
of NBC, CBS, ABC, CW and My Network TV, and reaches approximately
6% of all U.S. television households.


GRAY TELEVISION: 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 advertising and broadcasting sector, the
rating agency affirmed its Ba2 corporate family rating on Gray
Television, 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
   ----------           -------  -------  ------   ----------
   Secured revolver       Ba2      Ba1     LGD3        34%

   Secured term loan
   A facility             Ba2      Ba1     LGD3        34%

   Secured term loan
   B facility             Ba2      Ba1     LGD3        34%

   9 1/4% Sr. Subor.
   Notes due 2011         Ba3       B1     LGD5        87%

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 Gray Television

Headquartered in Atlanta, Georgia, Gray Television, Inc. is a
television broadcast company.  Gray operates 36 television
stations serving 30 markets.  Each of the stations are affiliated
with either CBS (17 stations), NBC (10 stations), ABC (8
stations), or Fox (1 station).  In addition, Gray currently
operates seven digital multi-cast television channels in seven of
its existing markets, which are affiliated with either UPN or Fox.


GS ENERGY: Reports $10,747 of Net Income in Second Quarter
----------------------------------------------------------
GS Energy Corporation, fka Inseq Corporation, has filed its third
quarter financial statements for the three months ended
June 30, 2006, with the Securities and Exchange Commission.

The Company earned $10,747 of net income on $1.1 million of net
revenues for the three months ended June 30, 2006, compared with a
$767,870 net loss on $313,744 of net revenues in 2005.

As of June 30, 2006, the Company had an accumulated deficit of
$6.2 million.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?12cd

                        Going Concern Doubt

Rosenberg Rich Baker Berman & Company, P.A., in Bridgewater, New
Jersey, raised substantial doubt about GS Energy's ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's operating losses and
working capital deficits.

                          About GS Energy

Headquartered in Mount Arlington, New Jersey, GS Energy
Corporation fka INSEQ Corporation (OTCBB:INSQ) -- http://www.gs-
energy.com/ -- manufactures and sells products that facilitate the
efficient use of virgin and partially consumed natural resources,
including metals, chemicals, fuels, and plastics.


HARRAH'S ENT: Gets $15 Billion Buyout Offer From Two Equity Firms
-----------------------------------------------------------------
Harrah's Entertainment, Inc., confirmed that its Board of
Directors has received a proposal from Apollo Management and Texas
Pacific Group to acquire all of the Company's outstanding common
stock for $81 per share in cash.

According to Ryan Nakashima of the Associated Press, the two
private equity firms are offering $15.05 billion to buyout the
casino operator.

Harrah's Board of Directors has established a Special Committee
consisting of all non-management directors to review the proposal.
The Special Committee has retained UBS Securities LLC as its
financial advisor and Kaye Scholer LLP as its legal advisor to
assist the Special Committee.  The Special Committee has not
determined that a transaction is in the best interests of Harrah's
and its stockholders or that Harrah's should not continue as an
independent public company pursuing its business plan as a
provider branded casino entertainment.  Accordingly, there is no
assurance that Harrah's will enter into this or any other
transaction.

Headquartered in Las Vegas, Nevada, Harrah's Entertainment, Inc.
(NYSE:HET) -- http://www.harrahs.com/--  is a gaming corporation
that owns and operates casinos, hotels, and five golf courses
under several brands.


HARRAH'S ENTERTAINMENT: Moody's Revises Outlook to Negative
-----------------------------------------------------------
Moody's Investors Service changed Harrah's rating outlook to
negative from stable in response to the company's confirmation
that it received a proposal from private equity firms to buy the
company for $81 a share in cash or about $15 billion, excluding
existing debt of $10.8 billion at June 30, 2006.  Harrah's has
established a special committee consisting of non-management
directors to review the proposal.

Harrah's ratings would be placed under review for possible
downgrade:

   1. if the company agrees to be taken private in leveraged
      buy-out, or

   2. if the company does not agree to be taken private, but
      alters its financial policy and pursues other debt
      financed measures to increase returns to shareholders
      such as higher dividends or share repurchases.

If a transaction is consummated on the current offer price,
Moody's estimates a potential downgrade to the single B rating
category.  If a transaction is not consummated, any potential
downgrade would depend on the magnitude of any program to increase
shareholder returns.

Headquartered in Las Vegas, Nevada, Harrah's Entertainment,
Inc., through its wholly-owned subsidiary, Harrah's Operating
Company, Inc., operates 37 casinos, primarily under the
Harrah's, Caesar's, and Horseshoe brand names. Revenues for
the twelve-month period ended June 30, 2006 were approximately
$9 billion.


HARRAH'S ENTERTAINMENT: Purchase Proposal Cues S&P to Cut Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Harrah's
Entertainment Inc. and its subsidiary Harrah's Operating Co. Inc.,
including its long- and short-term corporate credit ratings to
'BB+' from 'BBB-' and to 'B' from 'A-3', respectively.

In addition, these ratings were placed on CreditWatch with
negative implications.  This Las Vegas-headquartered company had
about $10.8 billion of reported debt outstanding as of June 30,
2006.

The lower ratings and CreditWatch listing reflect Harrah's
announcement that it had received a proposal from Apollo
Management and Texas Pacific Group to acquire all of Harrah's
outstanding common stock for $81 per share in cash, or about $15
billion.

A special committee of Harrah's board of directors has
been established to review the proposal.  If a transaction were
ultimately agreed upon, Standard & Poor's would expect a marked
increase in leverage, which is likely to result in even further
ratings downside potential.

If an acquisition is not consummated, Standard & Poor's believes
the company will be faced with increasing shareholder pressures
for some form of leveraging transaction over the near term, given
the company's stock-price appreciation since the public
confirmation by Harrah's of the acquisition proposal.

There is no room for even a relatively modest share repurchase
program at the former rating.

The acquisition proposal, and likely increased shareholder
pressures, comes at a time when Harrah's already had limited
flexibility in its leverage profile at its former rating.
Moreover, Harrah's is in the midst of a relatively aggressive
capital spending and growth program.

In conjunction with maintenance-capital spending and its ongoing
dividend, no debt reduction is expected during the intermediate
term.  Rather, the maintenance and/or improvement in credit
measures will be dependent upon continued good earnings growth
during a period of moderating industry performance.

The new rating provides Harrah's with additional flexibility to
accomplish both its near- and intermediate-term growth objectives
or to repurchase shares of its stock than existed in the previous
rating.

Standard & Poor's will review its ratings on Harrah's when, and
if, a definitive acquisition or other leveraging transaction is
announced and the company's operating and financial objectives are
evaluated.


HARRAH'S ENTERTAINMENT: Fitch Lowers Issuer Default Rating to BB+
-----------------------------------------------------------------
Fitch Ratings downgraded the debt ratings of Harrah's
Entertainment Inc. (NYSE: HET) and its principal operating
subsidiary Harrah's Operating Co.:

  Harrah's Entertainment, Inc.:

    -- Issuer Default Rating to 'BB+' from 'BBB-'

  Harrah's Operating Co.:

    --Issuer Default Rating to 'BB+' from 'BBB-'
    --Bank Credit Facility to 'BB+' from 'BBB-'
    --Senior Unsecured Notes to 'BB+' from 'BBB-'
    --Subordinated notes to 'BB-' from 'BB+'

In addition, Fitch placed all of Harrah's ratings on Rating Watch
Negative.  The company had roughly $10.8 billion in debt
outstanding as of June 30, 2006.

The ratings reflect the announced proposal to purchase the company
by private equity firms Apollo Management and Texas Pacific Group
for $81 per share in cash, or a 22% premium to Friday's closing
stock price.  Harrah's has established a committee to review the
proposal and the committee has not determined if it is in Harrah's
best interests to continue as a public company or be taken
private.

Although terms of the transaction and the prospective capital
structure are unknown at this time Fitch believes that the
proposal would result in a substantial increase in leverage that
is inconsistent with an investment grade credit profile.

The assigned Rating Watch Negative indicates that the completion
of the transaction could result in further downgrades of Harrah's
ratings.  An absence of change of control protection for Harrah's
bondholders will likely lead to a further erosion of unsecured
bondholders' positions in the event that a highly leverage
transaction of the type proposed today is completed.

Even if the transaction is not closed, Fitch believes that
management will come under increasing near-term pressure to engage
in shareholder-friendly activity since a public offer has been
placed on the company's shares.

In addition, Harrah's has been unsuccessful in previous attempts
to enter attractive, high-growth markets such as Macau and
Singapore, so shareholders may push for other means to increase
value, particularly now that a public offer exists.

Furthermore, Harrah's credit profile had already come under
significant pressure, particularly in light of the increased
leverage and reduced cash flow protection associated with the
Caesar's Entertainment acquisition in 2005.

Above and beyond the announced buyout transaction these
developments related to capital allocation are likely to influence
the company's credit profile.

   -- Harrah's recently announced the acquisition of London Clubs,
      a UK gaming operator.

   -- The company has large-scale redevelopment plans for its Las
      Vegas and Atlantic City properties for which it has yet to
      announce size and scope. Based on competing projects in
      those markets, those plans could impact the company's credit
      metrics.

   -- Harrah's is bidding on the second available license in
      Singapore (Sentosa), after it was unsuccessful in the Marina
      Bay bidding, which went to Las Vegas Sands.

   -- Harrah's is supporting a referendum for a tribal casino in
      Rhode Island, which is on the November ballot.

   -- Plans for a permanent facility in the Biloxi market.

   -- International expansion plans in Spain, the Bahamas, and
      Slovenia.

While some of these projects may not come to fruition, and the
company could potentially finance them conservatively (through
non-recourse JV debt and/or additional equity capital from
partners), there is a risk that increases in debt-financed capital
spending could lead to higher leverage and an erosion of free cash
flow generation -- even if a leveraged acquisition of the company
is not completed successfully.


HEALTHSOUTH CORP: Court Approves $445 Mil. Settlement Agreement
---------------------------------------------------------------
The U.S. District Court for the Northern District of Alabama
has granted preliminary approval of the landmark $445 million
settlement agreement in the federal securities class action
lawsuit to settle litigation filed against HealthSouth Corp.,
certain of its former directors and officers and certain other
parties relating to allegations of massive securities fraud and
related activity that occurred at the company during periods ended
in March 2003.

The District Court has scheduled a Final Settlement Hearing on
Jan. 8, 2007, at 1:30 p.m.

The case contained allegations of an immense and pervasive
fraudulent scheme undertaken by defendants over more than a
decade, to inflate and manipulate HealthSouth's financial
statements by creating false revenue and income, capitalizing
normal operating expenses, failing to write off impaired assets
and defrauding Medicare and various private insurers.  The
facts of the fraud include the testimony of several members of
management, including several CFOs, that former CEO, Richard M.
Scrushy, held meetings with HealthSouth employees, who were
directed to "fill the holes," that is, fabricate portions of the
financials in order to meet Wall Street's earnings expectations.
Subsequently, HealthSouth withdrew its financial statements
reported during the class period and admitted that its earnings
during that time were overstated by approximately $2.8 billion.

"When news of the totality of the fraud was disclosed, the market
price of the common stock, which traded as high as $31 per share
during the class period, collapsed to the range of $0.09 to $0.11
per share" Patrick Coughlin, the attorney representing Co-Lead
Plaintiff for the Central States stated.  "This settlement permits
HealthSouth to put some of its problems behind it while at the
same time compensating investors for fraud.  We will continue to
fight vigorously against HealthSouth auditors and underwriters who
were central to HealthSouth's fraudulent behavior."

"We are extremely pleased with both the strong prosecution of this
litigation and the aggressive settlement strategy" Attorney
General Patricia Madrid of New Mexico, representing Co-Lead
Plaintiff the New Mexico State Funds in the case remarked.  "As
I have previously stated, no shareholder should be forced to bear
this burden and my office will always fight to protect all
shareholders." General Madrid added, "As long-term institutional
investors, we hope the settlement will serve as a catalyst for
HealthSouth's turnaround."

Under the proposed settlement, federal securities and fraud claims
brought in the class action against HealthSouth and certain of its
former directors and officers will be settled for consideration
consisting of HealthSouth common stock and warrants valued at $215
million and cash payments by HealthSouth's insurance carriers of
$230 million for aggregate consideration of $445 million.

In addition, the federal securities class action plaintiffs will
receive 25% of any net recoveries from future judgments obtained
by or on behalf of HealthSouth with respect to claims against
Richard Scrushy, the company's former chief executive officer,
Ernst & Young, the company's former auditors, and UBS, the
company's former primary investment bank, each of which remains
a defendant in the derivative actions as well as the federal
securities class actions.

                         About HealthSouth

Headquartered in Birmingham, Alabama, HealthSouth Corporation
(OTC Pink Sheets: HLSH) -- http://www.healthsouth.com/--  
provides outpatient surgery, diagnostic imaging and rehabilitative
healthcare services, operating facilities nationwide.

                           *     *     *

As reported in the Troubled Company Reporter on May 30, 2006,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
HealthSouth Corp.'s $1 billion of floating-rate senior unsecured
notes due 2014 and fixed-rate senior unsecured notes due 2016.

At the same time, existing ratings on HealthSouth, including the
'B' corporate credit rating, were affirmed.  The rating outlook is
stable.

Moody's placed HealthSouth's debt and corporate family ratings
at B2 and B3 respectively.  The ratings were placed on April 18,
2006, with a stable outlook.


HCA INC: 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 U.S. Hospital and Long-term Care sectors, the
rating agency confirmed its Ba2 Corporate Family Rating for HCA
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
   ----------           -------  -------  ------   ----------
   Senior Unsecured
   Revolving Credit
   Facility due 2009      Ba2      Ba2     LGD4       60%

   8.850% Senior
   Unsecured Notes
   due 2010               Ba2      Ba2     LGD4       60%

   7.250% Senior
   Unsecured Notes
   due 2008               Ba2      Ba2     LGD4       60%

   7.0% Senior
   Unsecured Notes
   due 2007               Ba2      Ba2     LGD4       60%

   5.5% Senior
   Unsecured Notes
   due 2007               Ba2      Ba2     LGD4       60%

   8.7% Medium
   Term Notes
   due 2010               Ba2      Ba2     LGD4       60%

   8.75% Senior
   Unsecured Notes
   due 2010               Ba2      Ba2     LGD4       60%

   7.875% Senior
   Unsecured Notes
   due 2011               Ba2      Ba2     LGD4       60%

   6.950% Senior
   Unsecured Notes
   due 2012               Ba2      Ba2     LGD4       60%

   6.3% Senior
   Unsecured Notes
   due 2012               Ba2      Ba2     LGD4       60%

   6.25% Senior
   Unsecured Notes
   due 2013               Ba2      Ba2     LGD4       60%

   6.75% Senior
   Unsecured Notes
   due 2013               Ba2      Ba2     LGD4       60%

   5.75% Senior
   Unsecured Notes
   due 2014               Ba2      Ba2     LGD4       60%

   9.0% Medium
   Term Notes
   due 2014               Ba2      Ba2     LGD4       60%

   6.375% Senior
   Unsecured Notes
   due 2015               Ba2      Ba2     LGD4       60%

   7.19% Unsecured
   Debentures
   due 2015               Ba2      Ba2     LGD4       60%

   6.5% Senior
   Unsecured Notes
   due 2016               Ba2      Ba2     LGD4       60%

   7.5% Senior
   Debentures
   due 2023               Ba2      Ba2     LGD4       60%

   8.36% Senior
   Debentures
   due 2024               Ba2      Ba2     LGD4       60%

   7.69% Senior
   Unsecured Notes
   due 2025               Ba2      Ba2     LGD4       60%

   7.58% Senior
   Unsecured Notes
   due 2025               Ba2      Ba2     LGD4       60%

   7.05% Unsecured
   Debentures
   due 2027               Ba2      Ba2     LGD4       60%

   7.5% Senior
   Unsecured Notes
   due 2033               Ba2      Ba2     LGD4       60%

   7.75% Unsecured
   Debentures
   due 2036               Ba2      Ba2     LGD4       60%

   7.5% Unsecured
   Debentures
   due 2095               Ba2      Ba2     LGD4       60%

   Other Medium
   Term Notes             Ba2      Ba2     LGD4       60%

   Unsecured Senior
   Shelf                (P)Ba2   (P)Ba2    LGD4       60%

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%).

HCA Inc. is a holding company that owns and operates hospitals and
related health care entities through various affiliates.  At
June 30, 2006, HCA owned and operated 176 hospitals, 92
freestanding surgery centers and facilities that provide extensive
outpatient and ancillary services.


HEXCEL CORP: 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, the rating agency confirmed its B1 Corporate
Family Rating for Hexcel Corporation.  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. Secured Term
   Loan B due 2012         Ba3      Ba2    LGD2        26%

   Sr. Secured
   Revolver due 2010       Ba3      Ba2    LGD2        26%

   6.75% Sr. Subor.
   Notes due 2015           B3       B3    LGD5        78%

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 Stamford, Connecticut, Hexcel Corporation
(NYSE/PCX: HXL) develops, manufactures and markets lightweight,
high-performance reinforcement products, composite materials and
composite structures for use in commercial aerospace, space and
defense, electronics, and industrial applications.


HOLLINGER INC: Court Orders Continuing Asset Freeze on Lord Black
-----------------------------------------------------------------
The Ontario Court of Justice has issued a Consent Order that
continues to freeze the assets of Conrad Black and Barbara Amiel-
Black subject to the terms of a confidential settlement agreement.

The Consent Order issued on Sept. 29, 2006, is designed to
preserve the assets of Conrad Black, Barbara Amiel-Black and
entities controlled by them pending resolution of claims, which
have been filed against them by Hollinger Inc.  It replaces the
Orders related to this matter previously granted by the Ontario
Court.

Hollinger notes that some initial media reports regarding the
Order are incorrect and that, in fact, a "Mareva" injunction
remains in place, except as provided by the confidential
settlement agreement.

"The Consent Order maintains Hollinger's right to protect itself
against the potential dissipation of the defendants' assets while
the claims against them are pending," Stanley Beck, the Chairman
of the Board of Hollinger Inc., said.  "We believe that
Hollinger's shareholders will benefit from the Consent Order."

                       About Hollinger Inc.

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

                        Litigation Risks

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

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

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

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

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

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

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

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

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

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

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


HOLLYWOOD THEATERS: 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 Gaming, Lodging & Leisure sector, the rating
agency confirmed Hollywood Theaters, Inc.'s B2 Corporate Family
Rating.

Additionally, Moody's downgraded 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 Due 2009           B2       B1      LGD3        41%

Se. Sec. Term Loan
Due 2009                  B2       B1      LGD3        41%

Second Lien Term
Loan Due 2010             B3      Caa1     LGD5        50%

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 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 its 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%).

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


HONOR SERVICES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Honor Services, Inc.
        dba Tumbleweed Care Center
        3606 28th Street
        Lubbock, TX 79410

Bankruptcy Case No.: 06-50223

Type of Business: The Debtor operates a nursing home.

Chapter 11 Petition Date: September 6, 2006

Court: Northern District of Texas (Lubbock)

Judge: Robert L. Jones

Debtor's Counsel: Todd Jeffrey Johnston, Esq.
                  McWhorter Cobb & Johnson, LLP
                  1722 Broadway
                  Lubbock, TX 79401
                  Tel: (806)762-0214
                  Fax: (806)762-8014

Financial Condition as of Sept. 6, 2006:

Total Assets: $1.5 Million

Total Debts:  $1.2 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


IMAX CORP: Moody's Assigns LGD4 Rating to 9-5/8% Senior Notes
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Gaming, Lodging & Leisure sector, the rating
agency confirmed IMAX Corporation's B3 Corporate Family Rating.

Moody's also downgraded the Company's probability-of-default
rating on its 9-5/8% Senior Notes due 2010 to Caa1 from B3.
Additionally, Moody's assigned an LGD4 rating to these notes,
suggesting noteholders will experience a 58% loss in the event of
a default.

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 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 its 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%).

IMAX Corporation -- http://www.imax.com/-- founded in 1967 and
headquartered jointly in New York City and Toronto, Canada, is an
entertainment technology company, with particular emphasis on film
and digital imaging technologies including 3D, post-production,
and digital projection.  IMAX also designs and manufactures
cameras, projectors and consistently commits significant funding
to ongoing research and development.


IMMEDIATEK INC: Reports 2nd Quarter Results Under New Accounting
----------------------------------------------------------------
Immediatek, Inc., entered into a Securities Purchase Agreement
with Radical Holdings LP in January this year.  On June 8, 2006,
pursuant to the Purchase Agreement, Radical purchased 4,392,286
shares of the Series A Convertible Preferred Stock for an
aggregate purchase price of $3,000,000.

As a result of the change in control by virtue of the purchase of
the Series A Convertible Preferred Stock by Radical, the Company
has "pushed down" its basis to a proportionate amount of its
underlying assets and liabilities acquired, based on the estimated
fair market values of the assets and liabilities.

Due to the impact of the changes resulting from the "push down,"
the Company's statements of operations separate results into two
periods:

     a) the period ending on June 7, 2006, which was the day prior
        to the consummation of the sale of the Series A
        Convertible Preferred Stock, and

     b) the period beginning on June 8, 2006 utilizing the new
        basis of accounting.

                         Quarterly Results

Revenues for the post-push down period primarily relate to sales
of compact discs of a music festival recorded in June 2006.  For
the pre-push down period during the three months ended June 30,
2006, the Company generated $2,425 of revenues consisting of sales
of compact discs related to live events recorded in prior periods,
as there were no recordings made of live events during that period
that were revenue generating.  For the three months ended June 30,
2005, under the new basis of accounting revenues were $19,740
related primarily to the sale of recordings made of three live
events during that period.

For the period ending on June 7, 2006, or the day prior to the
consummation Series A stock sale, the Company reported a $247,479
net loss.  Under the new basis of accounting, the Company reported
a net income of $21,378.

At June 30, 2006, the Company's balance sheet showed total assets
of $4,878,032 and total liabilities of $919,783.  The primary
changes to the balance sheet under the new basis of accounting
reflect:

     -- adjustments to the Company's fixed assets to reflect a
        step-up in basis of those assets;

     -- the recording of a value for the Company's trade names,
        trade marks and covenants not to compete;

     -- adjustments to historical goodwill to reflect goodwill
        arising from the push down accounting adjustments;

     -- the recording of a value for assets held for sale;

     -- the recording of a value for deferred tax asset and
        liability; and

     -- an increase in additional paid-in capital from these
        adjustments.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?12bd

                        Going Concern Doubt

Beckstead And Watts, LLP, expressed substantial doubt about
Immediatek, 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 pointed to the Company's limited
operations.

                         About Immediatek

Immediatek, Inc., through its wholly-owned, operating subsidiary,
DiscLive, Inc. -- http://www.disclive.com/-- records live
content, such as concerts and conferences, and makes the recorded
content available for delivery to attendees within fifteen minutes
after the conclusion of the live event.  The recorded content is
made available for pre-sale and sale at the venue and on
DiscLive's website.  The content is delivered primarily via
compact disc.


INN OF THE MOUNTAIN: Moody's Assigns LGD4 Rating to 12% Sr. Notes
-----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Gaming, Lodging & Leisure sector, the rating
agency confirmed Inn of the Mountain Gods Resort and Casino's B3
Corporate Family Rating.

Moody's confirmed the Company's B3 probability-of-default rating
on its 12% Senior Notes due 2010.  Additionally, Moody's assigned
an LGD4 rating to these notes, suggesting noteholders will
experience a 54% loss in the event of a default.

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 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 its 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%).

Mescalero, New Mexico-based Inn of the Mountain Gods Resort and
Casino is an entity formed to own and operate the casino and
resort operations for the Mescalero Apache Tribe.


INTERPUBLIC GROUP: 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 advertising and broadcasting sector, the
rating agency affirmed its Ba3 corporate family rating on
Interpublic Group of Companies, 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
   ----------           -------  -------  ------   ----------

   7.25% Sr. Unsec.
   Notes due 2011         Ba3      Ba3     LGD4       66%

   5.40% Sr. Unsec.
   Notes due 2009         Ba3      Ba3     LGD4       66%

   4.50% Convertible
   Sr. Unsec. Notes
   due 2023               Ba3      Ba3     LGD4       66%

   6.25% Sr. Unsec.
   Notes due 2014         Ba3      Ba3     LGD4       66%

   Sr. Unsec. Shelf      (P)Ba3   (P)Ba3

   Subor. Shelf          (P)B1    (P)B1

   Pref. Stock Shelf     (P)B2    (P)B1

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 Interpublic

Interpublic Group of Companies Inc. (NYSE:IPG) --
http://www.interpublic.com/-- is one of the world's leading
organizations of advertising agencies and marketing services
companies. Major global brands include Draft FCB Group,
FutureBrand, GolinHarris International, Initiative, Jack Morton
Worldwide, Lowe Worldwide, MAGNA Global, McCann Erickson,
Momentum, MRM, Octagon, Universal McCann and Weber Shandwick.
Leading domestic brands include Campbell-Ewald, Carmichael Lynch,
Deutsch, Hill Holliday, Mullen, The Martin Agency and R/GA.


INTERSTATE BAKERIES: 3V Capital Appointed in Six-Member Committee
-----------------------------------------------------------------
Charles E. Rendlen, III, the U.S. Trustee for Region 13, appoints
3V Capital Management, LLC, as member of the Official Committee of
Unsecured Creditors of Interstate Bakeries Corporation and its
debtor-affiliates' Chapter 11 cases.

Cargill, Inc./Horizon Milling, Campbell Mithun, Archer Daniels
Midland Company and Bartlett Milling Company have resigned from
the Committee.

The Committee is now composed of:

    (1) U.S. Bank National Association, Indenture Trustee
        One Federal Street
        Boston, MA 02110-2027
        Telephone: 617-603-6429
        Telecopier: 617-603-6640
        e-mail: laura.moran@usbank.com
        Contact: Laura L. Moran, Co-Chairperson

    (2) International Brotherhood Of Teamsters
        6 Tuxedo Avenue
        Hyde Park, NY 11040
        Telephone: 516-747-0696
        Telecopier: 516-747-0676
        e-mail: teamplayer2@verizon.net
        Contact: Richard Volpe

    (3) ConAgra Foods, Inc.
        7350 World Communications Drive
        Mail Stop 7350-317
        Omaha, NE 68122
        Telephone: 402-998-3202
        Telecopier: 402-930-3309
        e-mail: Bob.Ellis@conagrafoods.com
                Daniel.Boehle@conagrafoods.com
        Contact: Robert Ellis and Daniel Boehle

    (4) Bakery, Confectionery, Tobacco Workers &
        Grain Miller's International Union
        10401 Connecticut Avenue
        Kensington, MD 20895-3961
        Telephone: 301-933-8600
        Telecopier: 301-933-7618
        e-mail: mfreer@bctgm.org
        Contact: Frank Hurt

    (5) C P Management, LLC
        1829 Reisterstown Road, Suite 420
        Baltimore, MD 21208
        Telephone: 410-602-0195
        Telecopier: 410-602-0391
        e-mail: research@chespartners.com
        Contact: Bryan Long

    (6) 3V Capital Management, LLC
        One Greenwich Office Park, S.
        51 East Weaver St.
        Greenwich, CT 06831
        Telephone: 203-629-9522
        Telecopier: 203-422-0762
        e-mail: joe@3vcm.com
        Contact: Joseph Zalewski

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: Ct. OKs CONSOR Intellectual as IP Consultant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Interstate Bakeries Corporation and its debtor-
affiliates to employ CONSOR Intellectual Asset Management to
provide intellectual property consulting services.

As reported in the Troubled Company Reporter on Sept. 12, 2006,
CONSOR's IP consulting services is needed to aid the Debtors in
evaluating their reorganization options, Ronald B. Hutchison,
chief financial officer of Interstate Bakeries Corporation, said.

Pursuant to an Engagement Letter between the parties, CONSOR
agreed to value the intellectual property owned and operated by
the Debtors.  The valuation analysis will focus on the portfolio
of trademarks and other brand assets.

CONSOR will provide a calculation of "Fair Value" under:

   -- the liquidation value for the IP Assets, as defined under
      Chapter 7 of the Bankruptcy Code; and

   -- an orderly disposal value based on a liquidation of the IP
      Assets over a six to twelve month marketing period.

To accomplish the Fair Value determinations, CONSOR will:

   (a) explain the basic elements of value for trademarks and
       trade names and brand names in general;

   (b) review the history of the IP Assets, including use,
       development and awareness;

   (c) identify all specific components of value for the IP
       Assets;

   (d) review the current use of the IP Assets by various
       business segments in key geographies;

   (e) review the current licensing situation, including existing
       license agreements;

   (f) understand current market research as to brand awareness
       and share of market in various geographies;

   (g) review revenues, projections, profitability, and other
       available financial information related to the IP Assets;

   (h) research internal and external sources of data, as well as
       averages and ranges of data from licensing industry
       research, to identify marketplace royalty rates and
       transaction information;

   (i) assemble exhibits of comparable transactions based on
       marketplace data for consumer product-based trademarks;
       and

   (j) provide professional opinions as to Fair Value for the IP
       Assets under each valuation scenario.

According to Mr. Hutchison, the Debtors may also seek to utilize
CONSOR's extensive experience in areas like brand extension,
trademark licensing strategies and tactics, and trademark
portfolio management.

The Debtors will pay CONSOR $425 per hour for the IP Valuation
Services, with a cap of $200,000 on professional fees.  CONSOR
will receive a $25,000 retainer before the commencement of its
work.

CONSOR will also be reimbursed for the necessary expenses it
incurs while providing services to the Debtors.

After CONSOR delivers its final report to Debtors, any additional
work will be paid in accordance with CONSOR's standard hourly
rates:

      Professional                        Hourly Rates
      ------------                        ------------
      Chairman, Chief Executive Officer       $695
      Officers and Directors                  $550
      Senior Staff                            $425
      Junior Staff                            $275
      Administrative Staff                    $125

Daryl Martin, vice president of Domain Assets, LLC, doing
business as CONSOR Intellectual Asset Management, assured the
Court that his firm does not represent any interest adverse to
the Debtors or their estates, and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

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)


INTERTAPE POLYMER: Explores Strategic & Financial Alternatives
--------------------------------------------------------------
Intertape Polymer Group Inc.'s Board of Directors will initiate a
process to explore and evaluate various strategic and financial
alternatives available to enhance shareholder value.

"Having completed an in-depth operational and financial review,
the Board of Directors has authorized the Company to evaluate the
strategic and financial options that may be available to it and to
initiate a process to explore ways of enhancing shareholder
value," Michael L. Richards, chairman of the board, stated.

Mr. Richards further said, "The Board will consider a full range
of alternatives with the best interests of the Company and its
shareholders in mind."

The Company has now engaged TD Securities Inc. as its financial
advisor to assist with the process.  The Company had retained TD
Securities to assist with its operational and financial review.

"Intertape has strong relationships with its customers, and as we
go through this process, service to our customers will remain
paramount," H. Dale McSween, interim chief executive officer,
said.

As part of Intertape's continuing commitment to its customers and
core markets, the Company recently announced new initiatives,
including the market launch of the protective packaging air
pillows product line, the installation of a new seven-layer cast
film line scheduled for start up in late October and the
commissioning of a new co-extrusion blown film line.

The Company also announced that it anticipates its revenue for the
third quarter will be approximately $195 million as compared with
$222 million in the second quarter of 2006.

The decline in revenue reflects a softening of demand in the
Company's markets, particularly those relating to the North
American housing markets.  To adjust to current market conditions,
the Company has continued to implement various cost reduction
measures designed to align its cost base with anticipated lower
volumes.

The Company expects to begin to realize the benefit of its
previously disclosed cost cutting measures, including the Brighton
plant closure which has been accelerated to Nov. 1, 2006.

In addition, the Company continues to make improvements in its
working capital utilization.

The Company anticipates that when it reports its third quarter
results it may not be in compliance with certain financial
covenants under its term credit agreement and will be endeavoring
to seek any required amendment of its covenants under such
agreement.

Mr. McSween added, "We have a good relationship with our lenders
developed over a number of years and look forward to their support
through the process being announced...."

As part of its continuing process of identifying a new Chief
Executive Officer, Intertape has interviewed a number of highly
qualified candidates, among whom a short list has been selected.

Mr. McSween concluded, "This process is designed to try and
deliver enhanced value to shareholders while at the same time
positioning the Company to take advantage of other opportunities.
During this time, we will seek to strengthen our business for the
benefit of our customers, employees, suppliers and lenders."

                   About Intertape Polymer Group

Based in Montreal, Quebec and Sarasota/Bradenton, Florida,
Intertape Polymer Group Inc. (TSX: ITP) (NYSE: ITP) --
http://www.intertapepolymer.com/-- develops and manufactures
specialized polyolefin plastic and paper based packaging products
and complementary packaging systems for industrial and retail use.
The Company employs 2,450 employees with operations in 18
locations, including 13 manufacturing facilities in North America
and one in Europe.

                           *     *     *

Standard & Poor's Ratings Services assigned its 'B+' long-term
foreign & local issuer credit rating to Intertape Polymer Group
Inc. in July 2004.


INTRAWEST CORP: 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 Gaming, Lodging & Leisure sector, the rating
agency confirmed Intrawest Corp.'s Ba3 Corporate Family Rating.

Additionally, Moody's confirmed its probability-of-default ratings
and assigned loss-given-default ratings on these notes:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
$350 Million 7.5%
Sr. Unsec. Notes
Due 2013                  B1       B1      LGD5        76%

$225 Million 7.5%
Sr. Unsec. Notes
Due 2013                  B1       B1      LGD5        76%

CDN$125 Million
6.875% Sr. Unsec.
Notes Due 2009            B1       B1      LGD5        76%

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 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 its 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%).

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.


ISLE OF CAPRI: 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 Gaming, Lodging & Leisure sector, the rating
agency confirmed Isle of Capri Casinos, Inc.'s Ba3 Corporate
Family Rating.

Additionally, Moody's upgraded its probability-of-default ratings
and assigned loss-given-default ratings on these debts:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
Sr. Secured Revolver      Ba2      Ba1     LGD2        18%

Sr. Secured Term Loan     Ba2      Ba1     LGD2        18%

7% Sr. Sub. Notes         B2       B1      LGD5        76%

9% Sr. Sub. Notes         B2       B1      LGD5        76%

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 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 its 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%).

Based in Biloxi, Miss., Isle of Capri Casinos, Inc. (Nasdaq: ISLE)
-- http://www.islecorp.com/-- a developer and owner of gaming and
entertainment facilities, operates 16 casinos in 14 locations. The
Company owns and operates riverboat and dockside casinos in
Biloxi, Vicksburg, Lula and Natchez, Miss.; Bossier City and Lake
Charles (two riverboats), La.; Bettendorf, Davenport and
Marquette, Iowa; and Kansas City and Boonville, Mo.  The Company
also owns a 57% interest in and operates land-based casinos in
Black Hawk (two casinos) and Cripple Creek, Colorado.  Isle of
Capri's international gaming interests include a casino that it
operates in Freeport, Grand Bahama, and a 2/3 ownership interest
in casinos in Dudley, Walsal and Wolverhampton, England.  The
company also owns and operates Pompano Park Harness Racing Track
in Pompano Beach, Florida.


KAISER ALUMINUM: VEBA Trust Mulls Public Offering of 2.5MM Shares
-----------------------------------------------------------------
Kaiser Aluminum Corporation has filed a registration statement
with the Securities and Exchange Commission relating to a proposed
secondary public offering of 2,517,955 shares of common stock to
be sold by the Union VEBA Trust, a voluntary employees'
beneficiary association trust that provides benefits to eligible
retirees represented by certain unions.

The proposed maximum offering price is $38.50 per share for a
maximum aggregate offering price of $111,482,448.  UBS Investment
Bank and Bear, Stearns & Co., Inc., are acting as joint book-
running managers.

The Union VEBA Trust intends to grant underwriters a 30-day option
to purchase up to an additional 377,693 shares of common stock at
the public offering price to cover any over-allotments.  Kaiser
will not receive any proceeds from the offering.

On the July 6, 2006 effective date of its 2nd Amended Plan of
Reorganization, Kaiser issued 20,000,000 new shares of common
stock, including 8,809,900 shares to the Union VEBA Trust, in
accordance with the terms of the Plan.  As of September 15, 2006,
Kaiser has also issued 525,660 shares of stock to its employees
and directors under its equity incentive plan.

The Union VEBA Trust currently owns 42.9% of the outstanding
Kaiser common stock.  After completion of this offering, the
Union VEBA Trust will hold 30.7% of Kaiser common stock, or 28.8%
if the underwriters exercise their over-allotment option in full.

Kaiser's common stock is traded on the Nasdaq Global Market under
the symbol "KALU."  On September 26, 2006, the last reported sales
price of its common stock on the Nasdaq was $39.30 per share.  As
of September 15, 2006, there were about 225 common stockholders of
record.  The company's common stock is subject to certain transfer
restrictions that potentially prohibit or void transfers by any
person or group that is, or as a result of the transfer would
become, a 5% stockholder.

Jack A. Hockema, Kaiser's chief executive officer, notes that the
Form S-1 filed by Kaiser with the SEC in connection with the
offering has not yet become effective.  The securities may not be
sold and offers to buy may not be accepted before the time the
registration statement becomes effective.

A full-text copy of Kaiser's preliminary prospectus is available
free of charge at http://researcharchives.com/t/s?12ce

Copies of the prospectus for the offering may also be obtained
from:

   * UBS Investment Bank
     Prospectus Department
     299 Park Avenue
     New York, NY 10171

   * Bear, Stearns & Co., Inc.
     Prospectus Department
     383 Madison Avenue
     New York, NY 10179

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
Feb. 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts.  Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 106;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 609/392-0900)


KAISER ALUMINUM: Witmer Parties Disclose 1,071,216 Equity Stake
---------------------------------------------------------------
Witmer Asset Management reports in a regulatory filing with the
Securities and Exchange Commission dated Sept. 29, 2006, that it
beneficially owns 1,071,216 shares of Kaiser Aluminum
Corporation's common stock.  Witmer has shared dispositive and
voting power over the shares, which accounts to 5.2% of Kaiser's
outstanding common stock.

Charles H. Witmer also reported that he is deemed to be the
beneficial owner of 5.4% of outstanding Kaiser common stock.
Mr. Witmer has shared voting and dispositive power over 1,090,216
shares of common stock, and sole voting and dispositive power over
10,000 shares.

In addition, Meryl B. Witmer reported that she beneficially owns
1,090,216 shares of Kaiser common stock.  Ms. Witmer has shared
voting and dispositive power over the shares.  Ms. Witmer's shares
represent 5.3% of Kaiser's total outstanding common stock.

Kaiser's outstanding shares total 20,516,803 as of July 31, 2006.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
Feb. 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts.  Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 106;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 609/392-0900)


KERASOTES SHOWPLACE: 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 Gaming, Lodging & Leisure sector, the rating
agency revised Kerasotes Showplace Theatres, LLC's Corporate
Family Rating to B3 from B2.

Additionally, Moody's confirmed 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
   ----------           -------  -------  ------   ----------
Senior Secured
Revolver Due 2010         B1       B1      LGD2        30%

Senior Secured
Term Loan B Due 2011      B1       B1      LGD2        30%

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 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 its 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%).

Kerasotes Showplace Theatres, LLC -- http://www.kerasotes.com/--  
operates motion picture theaters in the Midwestern and upper
Midwestern regions of the United States, including Illinois,
Indiana, Iowa, Ohio, Missouri, and Minnesota.  The company
currently operates 613 screens in 77 locations.


KLEROS PREFERRED: Moody's Puts Ba1 Ratings on $6MM Class E Notes
----------------------------------------------------------------
Moody's Investors Service reported it assigned ratings to notes
issued by Kleros Preferred Funding III, Ltd.

These are the ratings assigned:

   * Aaa to $1,800,000,000 Class A-1 First Priority Senior
     Secured Delayed Draw Floating Rate Notes Due 2050;

   * Aaa to $90,000,000 Class A-2 Second Priority Senior
     Secured Floating Rate Notes Due 2050;

   * Aa2 to $54,000,000 Class B Third Priority Senior Secured
     Floating Rate Notes Due 2050;

   * A2 to $9,800,000 Class C Fourth Priority Mezzanine
     Secured Deferrable Floating Rate Notes Due 2050;

   * Baa2 to $25,800,000 Class D Fifth Priority Mezzanine
     Secured Deferrable Floating Rate Notes Due 2050;

   * Ba1 to $6,000,000 Class E Sixth Priority Mezzanine
     Secured Deferrable Floating Rate Notes Due 2050

Moody's ratings of these notes address the ultimate cash receipt
of all interest and principal payments required by the notes'
governing documents, and are based on the expected loss posed to
holders of the notes relative to the promise of receiving the
present value of such payments.

Moody's also announced that it had assigned a rating to the
Combination Notes:

   * A2 to $8,000,000 Combination Notes Due 2050.

Moody's noted that this rating addresses the ultimate receipt fo
the Combination Note Rated Balance.

This transaction is managed by Strategos Capital Management, LLC.


KMC TELECOM: Dissolves Company, Accepting Claims Until November 22
------------------------------------------------------------------
Following its dissolution, KMC Telecom Holdings Inc. is giving
all persons who may have claims against the company until until
Nov. 22, 2006, to file their proofs of claim.

Proofs of claim must be sent to Robert F. Hagan, the company's
chief financial officer, at this address:

   KMC Telecom Holdings Inc.
   Suite 2000
   1200 Route 22 East
   Bridgewater, NJ 08807

Those claims, KMC said, do not include claims relating to any
pending action, suit or proceeding to which the company is a
party.

Headquartered in Bedminster, New Jersey, KMC Telecom Holdings Inc.
-- http://www.kmctelecom.com/-- provides telecommunications
infrastructure and services.  In 2005, the company sold its
business operations to TelCove.


KNOLL INC: Moody's Assigns B1 Probability-of-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 for the U.S. Consumer Products sector, the
rating agency assigned its B1 Corporate Family Rating for Knoll
Inc., and upgraded its Ba3 rating on the company's $200 million
senior secured revolver and $250 million senior secured term loan
to Ba2.  Additionally, Moody's assigned an LGD2 rating to both
loans, suggesting noteholders will experience a 27% 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%).

Headquartered in East Greenville, Pennsylvania, Knoll Inc.,
(NYSE:KNL) designs and manufactures branded office furniture
products and textiles, serves clients worldwide.  It distributes
its products through a network of more than 300 dealerships and
100 showrooms and regional offices.  The Company operates four
manufacturing sites in North America: East Greenville,
Pennsylvania; Grand Rapids and Muskegon, Michigan; and Toronto,
Ontario.  In addition, it has plants in Foligno and Graffignana,
Italy.


L-3 COMMS: 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, the rating agency confirmed its Ba2 Corporate
Family Rating for L-3 Communications Holdings Inc. and its Ba3
rating on the company's 3% Convertible Subordinated Notes due
2035.  Moody's assigned those debentures an LGD4 rating suggesting
noteholders will experience a 68% loss in case 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%).

Esterline Technologies Corporation, headquartered in Bellevue
Washington, serves aerospace and defense customers with products
for avionics, propulsion and guidance systems.

Headquartered in New York City, L-3 Communications Corporation
(NYSE: LLL) -- http://www.L-3com.com/-- is a leading provider
of Intelligence, Surveillance and Reconnaissance systems, secure
communications systems, aircraft modernization, training and
government services.  The company is a leading merchant supplier
of a broad array of high technology products, including guidance
and navigation, sensors, scanners, fuzes, data links, propulsion
systems, simulators, avionics, electro optics, satellite
communications, electrical power equipment, encryption, signal
intelligence, antennas and microwave components.  L-3 also
supports a variety of Homeland Security initiatives with products
and services.  Its customers include the Department of Defense,
Department of Homeland Security, selected U.S. Government
intelligence agencies and aerospace prime contractors.


LAMAR ADVERTISING: 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 raised its B2 rating on Lamar Advertising Company's
2 7/8% convertible notes due 2010 and assigned an LGD6 rating to
the notes, suggesting noteholders will experience a 94% loss in
the event of a default.

Lamar Advertising carries Moody's Ba2 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%).

Founded in 1902, Lamar Advertising Company --
http://www.lamar.com/-- currently operates more than 150 outdoor
advertising companies in more than 40 states and Puerto Rico.
Lamar operates more than 149,000 billboards and has more than 75
transit franchises that reach driving audiences in 18 states and
two provinces through displays on bus shelters, benches and buses.
With 97,500 logo sign displays, Lamar is also the nation's leader
in the highway logo sign business, with operations in 19 of the 25
states that have privatized their logo programs as well as in the
province of Ontario, Canada.


LENOX GROUP: Moody's Assigns B2 Corporate Family 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 sector, the rating
agency assigned its B3 Corporate Family Rating for Lenox Group,
Inc., upgraded to Ba2 its Ba3 rating on the company's $175 million
guaranteed senior secured RCF due 2010 and affirmed its B1 rating
on the company's $100 million guaranteed senior secured term loan
due 2011.  Additionally, Moody's assigned an LGD2 rating to the
$175 million guaranteed senior secured RCF, suggesting noteholders
will experience an 18% loss in the event of a default; and an LGD3
rating to the $100 million guaranteed senior secured term loan,
suggesting creditors will experience an 30% 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 Eden Prarie, Minnesota, Lenox Group Inc (NYSE: LNX)
designs, manufactures and markets of fine china, dinnerware,
silverware, crystal and giftware products.  The Company sells its
products through wholesale customers who operate gift, specialty
and department store locations in the United States and Canada,
Company-operated retail stores, and direct-to-the-consumer through
catalogs, direct mail, and the Internet.


LEVITZ HOME: Wants to Reject Three Store Leases in Calif. & N.J.
----------------------------------------------------------------
Nicholas M. Miller, Esq., at Jones Day, in New York, notifies the
U.S. Bankruptcy Court for the Southern District of New York that
Levitz Home Furnishings, Inc., and its debtor-affiliates will
reject three Store Leases, effective as of the rejection date, and
will abandon their interest in any personal property located at
these Premises:

                                                      Rejection
Store No.     Location        Landlord                  Date
---------     --------        --------               ---------
   20301       Cherry Hill,    Cherry Hill Self        12/31/06
               New Jersey      Storage, LLC

   40301       Fremont,        Imperial Property       09/08/06
               California      Management, LLC

   40203       San Carlos,     Brittan Corners         10/31/06
               California      Shopping Center, LLC

                     Brittan Corners Objects

Brittan Corners Shopping Center, LLC, asks the Court to require
the Debtors to comply with:

    (a) Section 365 of the Bankruptcy Code, Rule 9014 of the
        Federal Rules of Bankruptcy Procedure, and Rule 6006-1 of
        the Local Rules for the U.S. Bankruptcy Court for the
        Southern District of New York by filing and serving a
        motion to reject and schedule a preliminary hearing; and

    (b) Section 365(d)(3) and perform its postpetition obligations
        under Store No. 40203, including the payment of rent and
        operating expenses, maintenance and insurance of the
        premises, and the correction of the safety code violations
        as required by the June 1, 2006, order by the Fire
        Marshal.

David Duperrault, Esq., at Silicon Valley Law Group, in San Jose,
California, stresses that Brittan does not necessarily object to
the rejection of Store No. 40203 per se, but it does object to
the form and manner of the purported rejection because the
Debtors disregarded the procedural and due process requirements
of the Bankruptcy Code and Rules.

Mr. Duperrault relates that Brittan is the successor landlord
under a lease dated November 2, 1983, with Levitz Furniture
Corporation of the Pacific, Inc., as the original tenant for
Store No. 40203.  In March 2002, Levitz Pacific was merged into
debtor Levitz Furniture Corporation.

PLVTZ, LLC, and The Pride Capital Group, as purchasers of
substantially all of the Debtors' assets, gave the Debtors a
lease assumption notice designating Store No. 40203 for
assumption and assignment.  The Debtors subsequently filed a
motion to assume and assign store leases including Store No.
40203.

"Then Levitz made an about-face," Mr. Duperrault tells Judge
Lifland.

On August 31, 2006, the Debtors filed a notice of rejection and a
notice of withdrawal of their assumption request, solely with
respect to Store No. 40203.

Mr. Duperrault says the Fire Inspector for the South County Fire
Authority has identified, during a property inspection, several
hazardous conditions in Store No. 40203 -- a violation and breach
to the lease for Store No. 40203.

According to Mr. Duperrault, Bankruptcy Rule 9014 provides that a
proceeding to assume or reject an unexpired lease will be
requested by motion, and reasonable notice and an opportunity for
hearing will be afforded to the party against whom the request is
sought, while Local Rule 6006-1 requires at least 10 days'
notice.

Mr. Duperrault asserts that the five-day notice for Store No.
40203 is not reasonable.  Mr. Duperrault notes that the Debtors
and the Purchasers had been assuring Brittan for many months that
they will assume and assign Store No. 40203, and will extend the
lease.

"The sudden, 180-degree reversal took Brittan Corners by
surprise," Mr. Duperrault says.

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


LIBBEY GLASS: Moody's Confirms B2 Corporate Family 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 sector, the rating
agency confirmed its B2 Corporate Family Rating for Libbey Glass
Inc., and its B2 rating on the company's $306 million senior
secured notes due 2011.  Additionally, Moody's assigned an LGD3
rating to the notes, suggesting noteholders will experience a 49%
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%).

Headquartered in Toledo, Ohio, Libbey Glass Inc., (NYSE: LBY) is
the largest manufacturer of glass tableware in North America, and
one of the largest manufacturers of glass tableware in the world.
The Company serves foodservice, retail, industrial and business-
to-business customers in over 90 countries.


LUBBOCK HOUSING: Moody's Cuts Rating on Series 2002C Bonds to Ba2
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings for the Lubbock
Housing Finance Corporation Multi-family Revenue Refunding Bonds
(Las Colinas, Quail Creek and Parkridge Place Apartment projects),
Series 2002 A&B to Ba1 from Baa1 and has downgraded the rating to
Ba2 from Baa3 on the Subordinate Series 2002C bonds.  The outlook
remains negative.  The rating actions are based on Moody's review
of occupancy reports, audited 2005 financial statements and
unaudited financial statements for eight months of 2006.  The
downgrades and negative outlook reflect a history of declining
debt service coverage and continued weakness in 2006.

All of the properties were built in 1983 and are located
approximately six miles southwest of the Lubbock central business
district.  The neighborhood is largely residential, with
development along the South Loop 289 thoroughfare.  Texas Tech
University is located within one to two miles of the submarket.

Legal security

The bonds are limited obligations payable solely from the
revenues, receipts and security pledged in the Trust Indenture.

Credit strengths

           * Favorable location
           * Occupancy improved in 2005 and 2006

Credit challenges

   * Debt service coverage has declined since 2003 and appears to
     be declining further in 2006

   * Multi-family construction has created competition and
     pricing pressures

Recent developments:

Occupancy levels decreased at all three properties in 2004, but
rebounded in 2005 and 2006.  The weighted average occupancy levels
decreased to 82% in December 2004 but rebounded to 91% in November
2005 and 97% in September 2006.

Increased competition has lead to deep concessions in order to
attract renters.  According to Moody's Economy.com, multi-family
building permits increased by 203% in 2003 and by another 50% in
2004.  As these new projects came on-line, they provided strong
competition because they are a newer product.  On the upside,
multi-family permits decreased by 79% in 2005 and another 30% in
2006, which was below the 2002 level.

Due to the increased competition, improved occupancy has not
translated into improved financial performance.  Debt service
coverage decreased from 1.72x for seniors and 1.64x for
subordinate debt in 2003 to 1.26x and 1.21x in 2005.  Interim
statements for 2006 indicate coverage is decreasing; Moody's
approximates that coverage will be 1.16x and 1.11x.  Decreasing
coverage levels are the primary reason for the downgrades.
Outlook

The outlook for senior and subordinate debt is negative.  The
outlook is based upon interim financial statements that indicate
debt service coverage will weaken further in 2006 and because the
project will continue to face strong competition.
Analysts


LUTHER MARCENA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Luther Marcena
        dba MHER, International
        4233 Park Hill Drive
        El Paso, TX 79902

Bankruptcy Case No.: 06-31062

Chapter 11 Petition Date: September 29, 2006

Court: Western District of Texas (El Paso)

Judge: Larry E. Kelly

Debtor's Counsel: E. P. Bud Kirk, Esq.
                  Coronado Tower
                  6006 North Mesa, Suite 806
                  El Paso, TX 79912
                  Tel: (915) 584-3773
                  Fax: (915) 581-3452

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.


LUX DIGITAL: Case Summary & Three Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lux Digital, LLC
        aka Lux Communications, LLC
        50 Division Street
        Millington, NJ 07946

Bankruptcy Case No.: 06-18371

Type of Business: The Debtor provides creative services in
                  marketing and design and in large format imaging
                  and reproduction.  See
                  http://www.luxcommunications.net/

Chapter 11 Petition Date: September 6, 2006

Court: District of New Jersey (Newark)

Debtor's Counsel: Steven R. Lehr, Esq.
                  33 Clinton Road, Suite 100
                  West Caldwell, NJ 07006
                  Tel: (973) 575-8002
                  Fax: (973) 575-8340

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Fuji Photo Film USA, Inc.     Misc. business             Unknown
200 Summit Lake Drive         supplies
3rd Floor
Valhalla, NY 10595

Law Offices of William R.     Legal representation       Unknown
Connelly, LLC
7 West Main Street
Mendham, NJ 07945

Observer Corporation          Lease on business          Unknown
2400 Morris Avenue            property
Suite 104
Union, NJ 07083


MAJESTIC HOLDCO: 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 Gaming, Lodging & Leisure sector, the rating
agency confirmed Majestic Holdco, LLC's B2 Corporate Family
Rating.

Additionally, Moody's revised or confirmed its probability-of-
default ratings and assigned loss-given-default ratings on these
notes:

   Issuer: Majestic Holdco, LLC

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Discount Notes        Caa2     Caa1     LGD6        95%

   Issuer:  The Majestic Star Casino, L.L.C.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   9-1/2% Senior
   Secured Notes         B2       B1      LGD3        33%

   Issuer: The Majestic Star Casino, L.L.C.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   9-3/4% Sr. Notes      B3      Caa1     LGD5        80%

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 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 its 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%).

Majestic Holdco, LLC, and its subsidiaries operate two adjacent
dockside gaming facilities located in Gary, Ind. (Majestic Star
and Majestic Star II), and two Fitzgeralds brand casinos located
in Tunica, Miss. (Fitzgeralds Tunica), and Black Hawk, Colo.
(Fitzgeralds Black Hawk).


MARGO CARIBE: Receives Letter of Reprimand from Nasdaq
------------------------------------------------------
Margo Caribe, Inc., disclosed it has received a letter of
reprimand from a Nasdaq Listing Qualifications Panel of the Nasdaq
Stock Market, Inc., regarding its failure to comply with Nasdaq
Marketplace Rule 4350(h).  The letter of reprimand relates to
certain payroll payments and other miscellaneous expenses paid by
the company on behalf one of its executive officers.

As previously announced, while these payments were billed by and
reimbursed to the company, those payments were not pre-approved by
the company's Audit Committee.  The company subsequently sought
and obtained the ratification of these transactions from the
company's Audit Committee and took remedial action to avoid
recurrence.  These matters were a part of the previously announced
independent investigation, conducted on behalf of the Company's
Audit Committee and the independent directors.  In accordance with
Nasdaq Marketplace Rule 4801(k)(2), the Panel has closed these
matters by issuing the letter of reprimand.

Headquartered in Vega Alta, Puerto Rico, Margo Caribe, Inc.
-- http://www.MargoCaribe.com-- and its subsidiaries primarily
engage in the production, distribution, and sale of various
tropical plants to the interior and exterior landscapers,
wholesalers, and retailers in Puerto Rico and the Caribbean.
The company also manufactures and distributes a line of planting
media and aggregates; distributes lawn and garden products,
including plastic and terracotta pottery, planting media, and
mulch; and provides landscaping design and installation
services.  In addition, Margo Caribe distributes fertilizers,
pesticides, and various outdoor products.  The Company
manufactures potting soils, professional growing mixes, river
rock, gravel, and related aggregates.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2006,
Deloitte & Touche LLP expressed substantial doubt about Margo
Caribe, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended Dec. 31, 2005.  The auditor pointed to the Company's
continuing losses since 2003 to 2005.


MEDIACOM BROADBAND: Selling $300MM of Senior Notes Due 2015
-----------------------------------------------------------
Mediacom Broadband LLC and Mediacom Broadband Corporation, wholly
owned subsidiaries of Mediacom Communications Corporation, have
agreed to sell $300 million principal amount of 8-1/2% senior
notes due 2015.

Mediacom Broadband LLC and Mediacom Broadband Corporation
initially announced that they intended to offer $200 million
principal amount of Senior Notes but increased the size of the
offering in order to meet excess demand.

Mediacom Broadband LLC will use the net proceeds of the offering
to reduce borrowings (but not commitments) outstanding under the
revolving credit portion of its subsidiary credit facility.

The Senior Notes will be offered to qualified institutional buyers
under Rule 144A and to persons outside the United States under
Regulation S.  The Senior Notes will not be registered under the
Securities Act of 1933, as amended, and, unless so registered, may
not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.

Mediacom Communications -- http://www.mediacomcc.com/-- is the
nation's 8th largest cable television company and the leading
cable operator focused on serving the smaller cities and towns in
the United States.  Mediacom offers a wide array of broadband
products and services, including traditional video services,
digital television, video-on-demand, digital video recorders,
high-definition television, high-speed Internet access and phone
service

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Standard & Poor's Ratings Services assigned a 'B' rating to
$200 million 8.5% senior notes due 2015 to be issued by Mediacom
Broadband LLC (BB-/Negative/--) and Mediacom Broadband Corp.


MEDIACOM BROADBAND: Moody's Assigns B3 Ratings to Senior Notes
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family, B1
probability of default, SGL-2 liquidity ratings and the stable
outlook for Mediacom Communication Corporation, following the
announcement of Mediacom Broadband, LLC's add-on $300 million 8.5%
Senior Notes.  Proceeds will be used to repay outstanding amounts
under the Broadband Senior Secured Revolving Facility. Moody's
assigned a B3 rating to the new Broadband senior notes, and
affirmed all other ratings.  In light of the transaction, Moody's
assigned an LGD5 loss given default assessment (from LGD6) to the
senior notes of Broadband and Mediacom LLC, and affirmed the LGD3
loss given default assessments for the senior secured credit
facilities of Broadband and LLC.

Mediacom's corporate family rating reflects high financial risk
(7.2 times debt-to-EBITDA based on last twelve month to June 30,
2006 pro forma transaction results), as well as Mediacom's slower
rollout of new products and weaker operating performance relative
to its peers.  However the ratings are supported by the high loan-
to-value coverage inherent in Mediacom's incumbent cable assets,
its strong liquidity and management's commitment to improving the
credit profile.

In addition, sthe potential for incremental revenue and cash flow
growth over the long term as penetration of advanced services
increases should strengthen Mediacom competitively.  Moreover, the
company's recent improved performance (revenues and EBITDA) has
better positioned the company within its rating category.

Affirmed:

   * Mediacom Communications Corporation

     -- PDR: B1
     -- SGL-2

   * Mediacom LLC

     -- $400 million senior secured revolving credit facility at
        Ba3, LGD3, 34%;

     -- $200 million senior secured term loan A at Ba3, LGD3,
        34%;

     -- $650 million senior secured term loan B at Ba3, LGD3,
        34%;

     -- $125 million 7-7/8% senior notes at B3, LGD5, 88%;

     -- $500 million 9-1/2% senior notes at B3, LGD5, 88%.

   * Mediacom Broadband LLC

     -- $650 million senior secured revolving credit facility at
        Ba3, LGD3, 34%;

     -- $300 million senior secured term loan A at Ba3, LGD3,
        34%;

     -- $800 million senior secured term loan D at Ba3, LGD3,
        34%;

     -- $200 million 8.5% senior notes at B3, LGD5, 88%.

Assigned:

   * Mediacom Broadband LLC

     -- $300 million senior notes at B3, LGD5, 88%.

Mediacom Communications Corporation is a domestic multiple system
cable operator serving approximately 1.4 million subscribers in a
wide variety of small markets.  Mediacom's annual revenue is
approximately $1.1 billion.  LLC and Broadband are wholly owned
subsidiaries of Mediacom Communications.  The company maintains
its headquarters in Middletown, New York.  The company's corporate
family rating is B1 and the rating outlook is stable.


MEDICAL CONNECTIONS: Reports $500,939 Net Loss in 2006 2nd Quarter
------------------------------------------------------------------
Medical Connections, Inc., incurred a $500,939 net loss for the
three months ended June 30, 2006, an increase of approximately 16%
as compared to a net loss of $433,178 during the three months
ended June 30, 2005.

For the three months ended June 30, 2006 as compared to the three
months ended June 30, 2005, the Company generated revenue of
$452,087 as compared to $127,750, an increase of approximately
253%.

Total operating expenses were $914,879 as compared to $560,928,
an increase of approximately 63%.  The Company says the most
significant increase in its operating costs was the result of an
increase in payroll from $71,551 to $469,667 and an increase in
payroll taxes from $7,265 to $80,666.  The significant increase in
payroll is attributable to growing staffing needs and a reduction
on the Company 's reliance on outside service providers.

At June 30, 2006, the Company's balance sheet showed $1,239,002 in
total assets and $2,314,527 in total liabilities, resulting in a
stockholders' deficit of $1,075,525.  The Company had a $1,414,733
working capital deficit at June 30.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?12bc

                       Going Concern Doubt

Bagell, Josephs, Levine & Company LLC expressed substantial doubt
about Medical Connections's ability to continue as a going concern
after it audited the Company's financial statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's operating losses and little recurring operating revenue.

                    About Medical Connections

Headquartered in Boca Raton, Florida, Medical Connections, Inc. --
http://www.medicalconnections.com/--is a pioneering medical
recruitment and staffing company, created in 2002 to satisfy the
increasing demands for qualified personnel in the healthcare
industry.  The company identifies, trains, and places medical
professionals from allied health, nurses and physicians to
pharmacists and medical scientists.  Medical Connections applies
established and innovative methods to meet the needs of its
clientele, capitalizing on the more than 20 years experience of
its key personnel.


MGM MIRAGE: 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 Gaming, Lodging & Leisure sector, the rating
agency confirmed MGM MIRAGE's Ba2 Corporate Family Rating.

Additionally, Moody's revised or confirmed its probability-of-
default ratings and assigned loss-given-default ratings on these
notes:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   6.75% - 7.25% Sr.
   Notes Due 2017         Ba2      Ba2     LGD3        43%

   6.70% - 9.50% Sr.
   Notes Due 2096         Ba2      Ba2     LGD3        43%

   5.875% - 8.50% Sr.
   Notes Due 2016         Ba2      Ba2     LGD3        43%

   8.375% - 9.75% Sr.
   Subordinated Notes
   Due 2011               Ba3      B1      LGD6        93%

   6.325% - 10.25% Sr.
   Subordinated Notes
   Due 2013               Ba3      B1      LGD6        93%

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 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 its 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%).

Las Vegas, Nev.-based, MGM Mirage -- http://www.mgmmirage.com/--  
owns and operates 12 casino resorts located in Nevada,
Mississippi, Michigan, and Australia, and has investments in three
other casino resorts in Nevada, New Jersey, and Macau.


MICHAELS STORES: Updates Sales Forecast for 2006 Third Quarter
--------------------------------------------------------------
Michaels Stores, Inc., has updated its sales forecast for the
third quarter of fiscal 2006 and has issued guidance for the
second half of fiscal 2006.

The Company currently expects the increase in same-store sales for
the third quarter to be at the high end of its previous guidance
of 1% to 3%, primarily due to better than anticipated same-store
sales trends it is experiencing quarter-to-date, including a 3.5%
increase in August same-store sales.

In addition to better than anticipated sales performance, the
Company expects improved gross margin rates for the third quarter
compared to our previous forecast . For the second half of fiscal
2006, the Company currently expects same-store sales to increase
in the range of 2% to 4%, and total net sales to increase in the
range of 8% to 10%.

Second half gross margins are currently expected to increase
approximately 100 basis points, and operating income is expected
to increase approximately 20%, from $237.5 million in the second
half of fiscal 2005.

As disclosed in its fiscal 2005 annual report on Form 10-K, the
Company recorded a charge of $15 million (net of income taxes of
$8.9 million) in the fourth quarter of fiscal 2005.  This charge
was recorded to reflect changes in estimate related to deferred
costs associated with preparing inventories for sale and vendor
allowance recognition.

Michaels Stores, Inc. -- http://www.michaels.com/-- is a
specialty retailer of arts, crafts, framing, floral, home decor,
and seasonal merchandise for the hobbyist and do-it-yourself home
decorator.  As of Sept. 27, 2006, the Company owns and operates
911 Michaels stores in 48 states and Canada, 165 Aaron Brothers
stores, 11 Recollections stores, and four Star Wholesale
operations.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Moody's Investors Service rated Michael's Stores, Inc.'s proposed
$2.4 billion secured term loan of, at B2'; proposed $700 million
senior note issue at B2; proposed $700 million senior subordinated
note issue at Caa1.  Moody's also assigned a B2 corporate family
rating and attached a loss given default rating of LGD3 for the
secured term loan, LGD4 for the senior notes, and LGD6 for the
subordinated notes.


MILLENNIUM NEW JERSEY: 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 advertising and broadcasting sector, the
rating agency affirmed its B2 rating on Millennium New Jersey
Holdco, LLC.

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
   ----------           -------  -------  ------   ----------
   Secured First
   Lien Revolver          B1       B1      LGD3       38%

   Secured First Lien
   Term Loan              B1       B1      LGD3       38%

   Secured Second
   Lien Term Loan        Caa1      Caa1    LGD5       89%

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%).

Millennium Radio Group, LLC, headquartered in Lawrenceville, New
Jersey, is a radio broadcaster with twelve stations located
throughout New Jersey.


MILLS CORP: Laurence Siegel Steps Down as Chief Executive Officer
-----------------------------------------------------------------
Laurence C. Siegel has retired as Chief Executive Officer of The
Mills Corporation and has been appointed non-executive Chairman of
the Board.  Mills continues to work with Kan Am USA Management
XXII and Colony Capital Acquisitions, LLC to resolve the complex
issues necessary to close the Meadowlands Xanadu transaction.  If
and when this transaction is concluded, Mr. Siegel may join the
new joint venture and would then remain on Mills' Board but resign
as non-executive Chairman.

Mark S. Ordan, who has served as the Company's Chief Operating
Officer since March 2006, has been appointed as the Company's
Chief Executive Officer and President, effective immediately.  Mr.
Ordan joined The Mills after a career as a specialty retail CEO
and as a long time Board member and past chairman of Federal
Realty Investment Trust.  Mr. Ordan will resign from the Federal
Realty Investment Trust as he assumes his new position at The
Mills.

"Mark has helped strengthen our operations since March and the
Company will continue to benefit from his leadership as it pursues
the previously announced strategic alternatives process," said Mr.
Siegel.

"Larry's vision and energy have helped Mills build a unique
portfolio of assets, and everyone at the Company is pleased that
we will benefit from his continued involvement on the Board of
Directors.  I look forward to leading Mills as we pursue the sale
of part or all of the Company," said Mr. Ordan.

In connection with his retirement, Mr. Siegel will be entitled to
severance and other payments.  Mr. Ordan will also be eligible to
receive certain additional compensation as Chief Executive Officer
and President.

                     NYSE Trading Extension

In a letter dated Sept. 28, 2006, the New York Stock Exchange
informed the Company that the NYSE had granted the Company an
additional three-month trading period through Jan. 2, 2007.  In
granting that extension, the NYSE recommended that the Company
disclose to the market certain 2006 operating metrics and noted
that it would reevaluate the three-month extension at the end of
October 2006 in light of that disclosure recommendation.  The
letter further stated that the NYSE would closely monitor the
Company's progress toward filing its 2005 Form 10-K and that
failure to do so could result in suspension of the Company's
listing privileges prior to Jan. 2, 2007.  In addition, the NYSE
informed the Company that, in the event that the Company does not
complete the filing of its 2005 Form 10-K with the SEC by April 2,
2007, the NYSE will move forward with the initiation of suspension
and delisting procedures.

                    About The Mills Corporation

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE:MLS) -- http://www.themills.com/-- develops, owns, manages
retail destinations including regional shopping malls, market
dominant retail and entertainment centers, and international
retail and leisure destinations.  The Company owns 42 properties
in the U.S., Canada and Europe, totaling 51 million square feet.
In addition, The Mills has various projects in development,
redevelopment or under construction around the world.

                         *     *     *

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

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

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


MODERN TECHNOLOGY: Retires $1 Mil. Conv. Debt to Increase Equity
----------------------------------------------------------------
As part of its 2006 plan to achieve operational profitability and
to increase stockholder equity, Modern Technology Corp. has
exchanged its interest in its subsidiary Sound City for the
elimination of $800,000 of Convertible Debentures and associated
late charges, interest payments and registration requirements.
Also eliminated from MODC's liabilities was $177,000 of recurring
payables and the elimination of $177,000 of Callable Convertible
Debentures.

This transaction eliminates over $1,000,000 in current and
contingent liabilities and eliminates any future dilution to
Common Stock associated with these convertible debentures.  All
negative cashflow -- estimated to be $100,000 per month -- from
this business unit and the need for additional borrowings from
investors to sustain its operations has been eliminated.

"Our 2006 profitability and equity building plan continue with
this new step forward in eliminating or restructuring all
unprofitable business units," Anthony Welch, Chairman, said.  "As
promised, we are focused on positive earnings and building equity
for 2006 and we are making great strides as evidenced by this
transaction.  We have removed a sizeable amount of liability from
our Balance Sheet and thereby eliminated any future dilution to
Common Stock resulting from these liabilities.  We have also
eliminated a significant recurring source of negative cashflow.

"The company has new acquisitions under consideration and
anticipates announcing one or more new additions to our portfolio
soon.  Due to an unavoidable delay arising from negotiations with
one of our subsidiaries, acquisition opportunities were previously
set aside.  The company will now work to complete these
prospective acquisitions and announce the results in the near
future. Shareholders should expect further updates on the new
acquisitions, revenues, and our targets for profitability and
sales from these new acquisitions."

Stockholders can expect updates on:

   -- Bioscience acquisitions with profound technology and
      implications

   -- Positive changes to operations and financial reporting
      personnel

   -- Continuing updates on, or announcement of, significant new
      acquisitions

This guidance is the company's best, good faith estimate based on
current conditions and numerous assumptions about the company's
industry, its access to financing, the competitive and regulatory
landscape and its ability to successfully consummate the
acquisitions under consideration.

                     About Modern Technology

Headquartered in Oxford, Massachusetts, Modern Technology Corp.
(OTCBB:MODC) -- http://www.moderntechnologycorp.com/-- is a
diversified technology development and acquisition company that
builds revenues through continuous growth, strategic acquisitions,
and commercialization of nascent technology.  MODC improves
operating efficiencies through the elimination of cost
redundancies and realized synergy between subsidiaries.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 25, 2005,
Greenberg & Company LLC expressed substantial doubt about Modern
Technology Corp.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended June 30, 2005.  The auditing firm pointed to the Company's
losses and negative cash flows from operations in recent years
through June 30, 2005.


MOHEGAN TRIBAL: 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 Gaming, Lodging & Leisure sector, the rating
agency confirmed Mohegan Tribal Gaming Authority's Ba1 Corporate
Family Rating.

Additionally, Moody's revised or confirmed its probability-of-
default ratings and assigned loss-given-default ratings on these
notes:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Revolver               Ba1     Baa1     LGD2        12%

   6-1/8% Sr. Notes       Ba2     Baa2     LGD2        15%

   8-3/8% Sr.
   Subor. Notes           Ba3     Ba2      LGD4        69%

   8% Sr.
   Subor. Notes           Ba3     Ba2      LGD4        69%

   6-3/8% Sr.
   Subor. Notes           Ba3     Ba2      LGD4        69%

   7-1/8% Sr.
   Subor. Notes           Ba3     Ba2      LGD4        69%

   6-7/8 Sr.
   Subor. Notes           Ba3     Ba2      LGD4        69%

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 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 its 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%).

The Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is
an instrumentality of the Mohegan Tribe of Indians of Connecticut
a federally recognized Indian tribe with an approximately 405-acre
reservation situated in southeastern Connecticut.  The Authority
has been granted the exclusive power to conduct and regulate
gaming activities on the existing reservation of the Tribe, and
the non-exclusive authority to conduct such activities elsewhere,
including the operation of Mohegan Sun, a gaming and entertainment
complex that is situated on a 240-acre site on the Tribe's
reservation.  The Tribe's gaming operation is one of only two
legally authorized gaming operations in New England offering
traditional slot machines and table games.


MOONEY AEROSPACE: Posts $2.7 Million Net Loss in Second Quarter
---------------------------------------------------------------
Mooney Aerospace Group, Ltd., incurred a $2.7 million net loss on
$11.1 million of net revenues for the three months ended
June 30, 2006, compared to a $5 million net loss on $11.1 million
of net revenues reported in 2005.

At June 30, 2006, the Company's balance sheet showed $22.9 million
in total assets and $64.9 million in total liabilities, resulting
in a $42 million stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $16.3 million in total current assets available to pay $57.1
million in total current liabilities coming due within the next 12
months.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?12cc

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 12, 2006,
Bernstein & Pinchuk LLP in New York raised substantial doubt about
Mooney Aerospace Group, Ltd.'s ability to continue as a going
concern after auditing the Company's financial statements for the
year ended Dec. 31, 2005.  The auditor pointed to the Company's
significant losses from operations since its inception and working
capital deficiency.

Headquartered in Kerrville, Texas, Mooney Aerospace Group, Ltd.
-- http://www.mooney.com/-- is a general aviation holding company
that owns Mooney Airplane Co., that designs and manufactures four-
place, single-engine, retractable gear aircraft, sells spare
parts, manufactures aircraft components for other aerospace
companies, and repairs aircraft.  The Company filed for chapter 11
protection on June 10, 2004 (Bankr. Del. Case No. 04-11733).  Mark
A. Frankel, Esq., at Backenroth Frankel & Krinsky LLP, represented
the Debtor.  When the Company filed for protection from its
creditors, it listed $16,757,000 in total assets and $69,802,000
in total debts.  Judge Walrath confirmed Mooney's Plan of
Reorganization on Dec. 15, 2004, and formally closed Mooney's
bankruptcy cases on May 5, 2005.


MULLIGAN'S AUBURN: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mulligan's Auburn Hills, LLC
        aka Mulligan's Golf Center of Auburn
        3951 Joslyn Road
        Auburn Hills, MI 48326

Bankruptcy Case No.: 06-53870

Debtor-affiliate filing separate chapter 11 petition:

      Entity                       Case No.
      ------                       --------
      Mulligan's Option, LLC       06-53881

Type of Business: The Debtors operate a golf course.

Chapter 11 Petition Date: September 29, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtors' Counsel: Ryan D. Heilman, Esq.
                  Schafer and Weiner, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  Fax: (248) 642-2127

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Mulligan's Auburn Hills, LLC's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Cadillac Asphalt                   Judgment               $54,474
c/o Freman, Cotton & Nollis
33 Bloomfield Hills Parkway
Suite 100
Bloomfield Hills, MI 48304

Consumers Energy                                          $28,503
Lansing, MI 48937-0001

DTE Energy                                                $25,105
2000 Second Avenue
Detroit, MI 48226-1279

City of Auburn Hills                                      $16,746
Department of Public Works
1500 Brown Road
Auburn Hills, MI 48326

Howard Zoller                                              $9,672
25800 Northwestern Highway
Suite 950
Southfield, MI 48075

National City Credit Card                                  $9,565

Mepco Insurance Premium            Insurance               $9,030
Financing, Inc.

Plante and Moran                                           $7,470

R3 Advertising                                             $6,852

Warren Bank                                                $4,563

Mies & Gold, P.C.                                          $4,148

Everest National Insurance Co.                             $2,443

SBC Yellow Pages                                           $1,820

Val Pak                                                    $1,800

Range Servant                                              $1,570

Blue Cross & Blue Shield                                   $1,000

Irrigation Services                Judgment                  $980

Birmingham Door                                              $918

Master Green                                                 $750

Avon Electric                                                $685

B. Mulligan's Option, LLC's Largest Unsecured Creditor:

   Entity                          Claim Amount
   ------                          ------------
Howard Zoller, P.C.                      $9,672
25800 Northwestern Highway
Suite 950
Southfield, MI 48075


NATIONAL BEDDING: Moody's Assigns B1 Corporate Family 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 sector, the rating
agency assigned its B1 Corporate Family Rating for National
Bedding Company.  Additionally, Moody's revised or held its
probability-of-default ratings and assigned loss-given-default
ratings on these loans:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $50 million First
   lien senior secured
   revolver                B1      Ba3     LGD3        36%

   $360 million First
   lien senior secured
   term loan               B1      Ba1     LGD3        36%

   $160 million second
   lien senior secured
   term loan               B3      Ba3     LGD5        86%

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%).

National Bedding Company, based in Hoffman Estates, Illinois, is a
major manufacturer of mattresses under the Serta brand name.


NEP SUPERSHOOTERS: 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 B1 corporate family rating on NEP
Supershooters, LP.

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
   ----------           -------  -------  ------   ----------
   Secured Revolver       B1       Ba3     LGD3       40%

   Secured First
   lien term loan B       B1       Ba3     LGD3       40%

   Secured first
   lien term loan C       B1       Ba3     LGD3       40%

   Secured second
   lien term loan         B3        B3     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%).

NEP Supershooters, LP, a subsidiary of NEP Broadcasting, LLC,
headquartered in Pittsburgh, Pa., is a national provider of
outsourced media services, supporting the delivery of live and
broadcast sports and entertainment events.


NEW RIVER: Woodland Resources Wants Case Dismissed
--------------------------------------------------
Woodland Resources, Inc., asks the Honorable Raymond B. Ray of the
U.S. Bankruptcy Court for the Southern District of Florida in Fort
Lauderdale to dismiss New River Dry Dock, Inc.'s chapter 11 case
as a bad faith filing.

In the alternative, Woodland Resources moves for the designation
of the Debtor's case as a single-asset real estate case and relief
from the automatic stay pursuant to Section 362(d)(3) of the
Bankruptcy Court.

Woodland Resources holds secured claims against the Debtor's real
property amounting to $11,335,640.

Woodland Resources says the Debtor owns only a single real estate
asset and has virtually no income and no employees.

The Debtor's Chapter 11 case is a classic bad faith filing, Joel
L. Tabas, Esq., at Tabas, Freedman, Soloff & Miller, P.A.,
representing Woodland Resources, Inc., says.

Mr. Tabas further says that this case was not filed to effectuate
a rehabilitation of the Debtor and to pay creditors.  Rather, Mr.
Tabas claims, the sole purpose of the Debtor's bankruptcy filing
was to frustrate the next day's foreclosure sale of the property
on which Woodland has a lien.

If dismissal is not warranted, Woodland Resources requests that
the Debtor's case be declared as a single asset real estate case
and wants the Debtor to:

   (a) file a plan of reorganization that has a reasonable chance
       of being confirmed within a reasonable time; or

   (b) commence monthly payments to Woodland as prescribed
       by Section 362(d)(3)(B)(iii) of the Bankruptcy Code, within
       the later of:

        i. 90 days of the bankruptcy filing, or

       ii. 30 days of from the date the Court finds that the
           Debtor is a single asset real estate case.

New River Dry Dock, Inc., filed for chapter 11 protection on
July 18, 2006 (Bankr. S.D. Fla. Case No. 06-13274).  James H.
Fierberg, Esq., at Berger Singerman, P.A., represents the
Debtor in its restructuring efforts.  Mindy A. Mora, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets between
$10 million and $50 million and its debts between $1 million to
$10 million.


NEW RIVER: Taps Jennings & Valancy to Handle Marina Litigation
--------------------------------------------------------------
New River Dry Dock, Inc., asks the Honorable Raymond B. Ray of the
U.S. Bankruptcy Court for the Southern District of Florida in Fort
Lauderdale for authority to employ Jennings & Valancy, P.A., as
its special counsel to provide legal services in connection with
the continuation of the Marina litigation.

The Debtor owns a parcel of real estate located at 3100 State Road
84, Fort Lauderdale, Florida.  The property consists of 5.6 acres
of New River of which 3.08 acres are upland and 2.6 acres are
submerged basin.  The property was formerly operated as a shipyard
and dry dock facility.

The only land access to property is via a recorded perpetual
easement over property owned by the estate of The Falls at Marina
Bay, L.P., and The Marina at Marina Bay, Inc.

Since 2000, the Debtor and the Marina estate have been locked in
litigation over the breach of the easement by the Marina estate
and the damages that the Debtor has sustained.  To this day,
access to the easement is restricted by the activities of the
Marina estate, the Debtor says.

Robert L. Jennings, Esq., a partner at Jennings & Valancy, P.A.,
disclosed that the Debtor owes $12,069 prepetition fees and
expenses in connection with the Marina litigation.  The Debtor
also owed $31,613 in three other litigation matters.

The Firm's professionals bill:

   Designation                   Hourly Rate
   -----------                   -----------
   Partners                          $250
   Associates                        $150
   Paralegals                         $60

Mr. Jennings assures the Court that his Firm does not represent
any interest adverse to the Debtors with respect to the matters
upon which the Firm is to be employed.

Mr. Jennings can be contacted at:

   Robert L. Jennings, Esq.
   Jennings & Valancy, P.A.
   311 S.E. 13th Street
   Fort Lauderdale, FL 33316
   Tel: (954) 463-1600
   Fax: (954) 463-1222

New River Dry Dock, Inc., filed for chapter 11 protection on
July 18, 2006 (Bankr. S.D. Fla. Case No. 06-13274).  James H.
Fierberg, Esq., at Berger Singerman, P.A., represents the
Debtor in its restructuring efforts.  Mindy A. Mora, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets between
$10 million and $50 million and its debts between $1 million to
$10 million.


NORD RESOURCES: Nedbank Extends Maturity of $4.9 Mil. Secured Loan
------------------------------------------------------------------
Nord Resources Corporation has entered into a Modification
Agreement with Nedbank Limited, effective Sept. 30, 2006, to
extend the maturity date of the existing $4.9 million secured loan
to the earlier of Dec. 22, 2006, and the closing of a registered
equity offering.

The Corporation disclosed that the registered equity offering is
expected to raise not less than $20 million.

The Corporation also disclosed that after the Effective Date, it
will continue be obligated to make interest-only payments to
Nedbank, at an interest rate of 11% per annum, payable monthly.
The interest rate would increase to 14% in the event of a default
by the Corporation.

Auramet Trading, LLC, acting through Nedbank, advanced $2 million
of the principal amount of the loan.  In consideration of the
extension of the maturity date, the Corporation further disclosed
that it will issue to Nedbank warrants for the purchase of 88,770
shares of its common stock and to Auramet warrants for the
purchase of 61,230 shares of its common stock, exercisable for a
period of two years from the Effective Date at an exercise price
equal to the average closing price of the Corporation's common
stock for the 20 trading days prior to the Effective Date.

A full text copy of the Modification Agreement may be viewed at no
charge at http://ResearchArchives.com/t/s?12c4

Headquartered in Dragoon, Arizona, Nord Resources Corporation
(Pink Sheets: NRDS) -- http://www.nordresources.com/-- is a
natural resource company focused on near-term copper production
from its Johnson Camp Mine and the exploration for copper, gold
and silver at its properties in Arizona and New Mexico.  The
Company also owns approximately 4.4 million shares of Allied Gold
Limited, an Australian company.  In addition, the Company
maintains a small net profits interest in Sierra Rutile Limited, a
Sierra Leone, West African company that controls the world's
highest-grade natural rutile deposit.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 8, 2006 Nord
Resources Corporation's balance sheet at June 30, 2006, showed
$4,214,657 in total assets and $8,430,713 in total liabilities,
resulting in a $4,216,056 stockholders' deficit.  The Company had
a $3,120,573 deficit at March 31, 2006.


NORTHLAKE DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Northlake Development LLC
        403 Towne Center Boulevard, Suite D-2
        Ridgeland, MS 39157

Bankruptcy Case No.: 06-01934

Type of Business: The Debtor previously filed for chapter 11
                  protection on Aug. 18, 2005.  (Bankr. S.D.
                  Miss. Case No. 05-04348)(Ellington, J.)

                  A case summary of that filing appeared in the
                  Troubled Company Reporter on Aug. 19, 2006.

Chapter 11 Petition Date: September 14, 2006

Court: Southern District of Mississippi (Jackson)

Judge: Neil P. Olack

Debtor's Counsel: Robert B. Childers, Esq.
                  403 Towne Center Boulevard, Suite D-2
                  Ridgeland, MS 39157
                  Tel: (601) 898-0808

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


NVE INC: Has Until Oct. 15 to File Chapter 11 Reorganization Plan
-----------------------------------------------------------------
The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey extended, until Oct. 15, 2006, the period
within which NVE Inc. has the exclusive right to file a chapter 11
plan of reorganization.  Judge Winfield also extended until
Dec. 15, 2006, the Debtor's exclusive period to solicit
acceptances of that plan.

As reported in the Troubled Company Reporter on June 16, 2006, the
Court had previously extended the Debtor's exclusive period to
file a plan to Aug. 15, 2006, and its exclusive right to solicit
acceptances of that plan to Oct. 15, 2006.

The Debtor relates that since the latest extension, it has made
substantial progress towards the formulation of the Plan of
Reorganization.  The Debtor hopes to formulate a plan by
October 15 and assures the Court that though it may seek short
additional extensions, it will be in a position to file a plan
before the end of 2006.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  Daniel Stolz, Esq., Leonard C. Walczyk, Esq.,
Michael McLaughlin, Esq., and Steven Z Jurista, Esq., at
Wasserman, Jurista & Stolz, represent the Debtor in its
restructuring efforts.  Derek John Craig, Esq., at Brown Raysman
Millstein Felder & Steiner LLP, and David J. Molton, Esq., at
Brown Rudnick Berlack Israels LLP, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed $10,966,522 in total
assets and $14,745,605 in total debts.


NVE INC: Court Approves Holzhauer & Holenstein as Appraiser
-----------------------------------------------------------
NVE Inc. obtained authority from the U.S. Bankruptcy Court for the
District of New Jersey to employ Holzhauer & Holenstein as its
appraiser.

The Debtor tells the Court that Holzhauer & Holenstein will
prepare a Complete Appraisal in Summary Report Format (USPAP 2-2b)
to estimate:

    (1) the market value;

    (2) the "value in use" in contemplation of specialized
        facilities and fitup attendant to use by the Debtor;
        and

    (3) the fair market rent attributable to the premises under
        both valuation scenarios.

The Debtor discloses that Holzhauer & Holenstein will be paid a
$6,500 flat fee for the preparation of the appraisal report.  The
Debtor further discloses that in the event additional pre-trial or
general consulting services are required, Michael Holenstein will
bill at $250 per hour.  The firm's staff bills at $125 per hour
while administrative bills at $65 per hour.

To the best of the Debtor's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  Daniel Stolz, Esq., Leonard C. Walczyk, Esq.,
Michael McLaughlin, Esq., and Steven Z Jurista, Esq., at
Wasserman, Jurista & Stolz, represent the Debtor in its
restructuring efforts.  Derek John Craig, Esq., at Brown Raysman
Millstein Felder & Steiner LLP, and David J. Molton, Esq., at
Brown Rudnick Berlack Israels LLP, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed $10,966,522 in total
assets and $14,745,605 in total debts.


ORBITAL SCIENCES: 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, the rating agency confirmed its Ba2 Corporate Family
Rating for Orbital Sciences Corporation and its Ba3 rating on the
company's 9% Senior Notes due 2011.  Moody's assigned those
debentures an LGD4 rating suggesting noteholders will experience a
61% loss in case 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%).

Orbital Sciences Corporation (NYSE: ORB) develops and manufactures
small space and rocket systems for commercial, military and civil
government customers.  The company's primary products are
satellites and launch vehicles, including low-orbit,
geosynchronous and planetary spacecraft for communications, remote
sensing, scientific and defense missions; ground- and air-launched
rockets that deliver satellites into orbit; and missile defense
systems that are used as interceptor and target vehicles.  Orbital
also offers space-related technical services to government
agencies and develops and builds satellite-based transportation
management systems for public transit agencies
and private vehicle fleet operators.


OTIS SPUNKMEYER: Moody's Affirms B1 Corporate Family 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 sector, the rating
agency assigned its B1 Corporate Family Rating for Otis
Spunkmeyer, Inc., upgraded to Ba3 its B1 ratings on the company's
$22.5 million senior secured revolver and $170 million senior term
loan.  Additionally, Moody's assigned LGD3 ratings to the loans,
suggesting creditors will experience a 40% 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%).

Otis Spunkmeyer, Inc., is a California-based manufacturer and
distributor of frozen cookie dough and other frozen sweet baked
goods.


PELTS & SKINS: Court Sets October 25 DIP Financing Hearing
----------------------------------------------------------
The Honorable Jerry A. Brown of the U.S. Bankruptcy Court for the
Easter District of Louisiana will convene a hearing on
Oct. 25, 2006, at 2:00 p.m., to consider Pelts & Skins LLC and its
debtor-affiliate PS Chez Sidney LLC's request to obtain
postpetition financing from BGKP Properties Inc.

In August 2006, the Debtors asked the Court for permission to
obtain up to $3,000,000 in postpetition financing from BGKP -- an
affiliate of the owners of the Debtors.

The Debtors also asked for permission to use the cash collateral
securing payment of its obligation to BGKP based on a 13-week
budget, which can be accessed for free at:

               http://researcharchives.com/t/s?12d2

As adequate protection, the Debtors grant BGKP Properties a valid
and perfected first priority security interest in, and lien upon,
all of their assets.

Headquartered in Covington, Louisiana, Pelts & Skins, L.L.C. --
http://www.pelts.com/-- produces, processes, and sells alligator
skins to tanneries throughout the United States.  The Company's
subsidiary, PS Chez Sidney, LLC, distributes alligator meat
packaged as Chef Penny's brand.  The Company and its subsidiary
filed for chapter 11 protection on Aug. 1, 2006 (Bankr. E.D. La.
Case No. 06-10742).  Douglas S. Draper, Esq., at Heller, Draper,
Hayden, Patrick & Horn, L.L.C., represents the Debtor.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million and $50 million.


PIER 1: Chairman & CEO Marvin Girouard to Retire in February 2007
-----------------------------------------------------------------
Chairman and Chief Executive Officer of Pier 1 Imports, Inc.,
Marvin J. Girouard, has decided that he will retire from the
Company and the Board on Feb. 28, 2007.

"I am grateful to the Board for their support," Mr. Girouard said.
"I feel that it is time for me to leave in the course of a normal
retirement and allow new leadership to emerge and flourish.  I
have enjoyed my 32 years of service, including being President and
Chief Operating Officer for 10 years, Chief Executive Officer for
over 8 years and Chairman of the Board for 7 years.  During that
time I have been part of building the business to $2 billion in
revenues, with over 1200 stores and 17,000 employees to become
North America's largest specialty retailer of imported decorative
home furnishings and gifts.  I am extremely proud of all Pier 1
associates throughout our chain, and appreciate their support and
hard work over the years."

The Board's independent directors have hired a New York-based
retail executive search firm, Herbert Mines Associates, to assist
it in selecting a new Chief Executive Officer.

"Pier 1 has built an exceptional brand," said Harold D. "Hal"
Reiter, Chairman and Chief Executive Officer for Herbert Mines
Associates.  "Marvin leaves a rich legacy, and I expect there to
be strong interest in this position among qualified candidates."

In thanking Mr. Girouard for his contributions to the Company, the
Board of Directors expressed its commitment to a thoughtful
succession strategy.  "Our goal is for a smooth transition that
can allow our associates to keep their focus on serving our
customers and building shareholder value," said Executive
Committee members Jim Hoak and Tom Thomas.  "We understand the
Company's place in the community -- locally, nationally and
internationally -- and will consider each candidate's ability to
build on Pier 1's successful record for outstanding corporate
citizenship."

Based in Fort Worth, Texas, Pier 1 Imports, Inc. (NYSE:PIR) --
http://www.pier1.com/-- is a specialty retailer of imported
decorative home furnishings and gifts with Pier 1 Imports(R)
stores in 49 states, Puerto Rico, Canada, and Mexico and Pier 1
kids(R) stores in the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Moody's Investors Service downgraded Pier 1's corporate family
rating to B3 from B1 following continued degradation in same store
sales, which have resulted in modest operating results and
negative free cash flow.  The rating outlook is stable.


PILGRIM'S PRIDE: Offers to Buy all of Gold Kist's 10.25% Notes
--------------------------------------------------------------
Pilgrim's Pride Corporation disclosed that it intends to commence
a cash tender offer to purchase all of Gold Kist Inc.'s
outstanding 10.25% Senior Notes due March 15, 2014.

The tender offer will be on the terms and subject to the
conditions in its Offer to Purchase and Consent Solicitation
Statement, to be dated Sept. 29, 2006, and the related Consent and
Letter of Transmittal.

The Company also disclosed that the tender offer will be conducted
in connection with its equity tender offer to purchase all of the
outstanding common shares of Gold Kist for $20 per share.

In conjunction with the tender offer, the Company will also seek
consents to certain proposed amendments to certain provisions of
the indenture that governs the Notes to eliminate substantially
all restrictive covenants, eliminate or modify certain events of
default and eliminate or modify certain other provisions of the
indenture.

The tender offer is conditioned upon, among other things, the
receipt of consents from the holders of a majority in aggregate
outstanding principal amount of the Notes and satisfaction of the
conditions to the equity tender offer.

The early consent period will expire at 5:00 p.m., Eastern
Daylight Time, on Oct. 13, 2006 and the tender offer will expire
at midnight, Eastern Daylight Time, Oct. 27, 2006.

Holders who validly tender and do not withdraw Notes and deliver
consents on the Consent Date are eligible to receive the total
consideration, which includes a consent payment of $30 per $1,000
principal amount of Notes.  Holders who validly tender Notes after
5:00 p.m. on the Consent Date, but on or prior to the Expiration
Date, will receive the total consideration less the consent
payment.  In addition, holders who tender and do not withdraw
their Notes in the tender offer will receive accrued and unpaid
interest from the last interest payment date up to, but excluding,
the date of payment for the Notes.

Lehman Brothers Inc. is acting as dealer manager for the tender
offer and as solicitation agent for the consent solicitation.
Questions about the tender offer or the consent solicitation may
be directed to Lehman Brothers Inc. at Tel. Nos. 1-800-438-3242
(toll free) or 1-212-528-7581 (collect).  Requests for copies of
the related documents may be directed to Innisfree M&A
Incorporated, appointed information agent for the tender offer and
consent solicitation, at Tel. Nos. 1-877-687-1874 (toll free).

                        About Gold Kist

Based in Atlanta, Georgia, Gold Kist Incorporated (NASDAQ: GKIS)
-- http://www.goldkist.com/-- operates a fully integrated chicken
production, processing and marketing business.  Gold Kist's
production operations include nine divisions located in Alabama,
Florida, Georgia, North Carolina and South Carolina.

                     About Pilgrim's Pride

Headquartered in Pittsburg, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the United
States, Mexico and in Puerto Rico.  Pilgrim's Pride employs
approximately 40,000 people and has major operations in Texas,
Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina,
Pennsylvania, Tennessee, Virginia, West Virginia, Mexico and
Puerto Rico, with other facilities in Arizona, Florida, Iowa,
Mississippi and Utah.


PILGRIM'S PRIDE: Moody's Puts Ba2 Corp. Family Rating on Watch
--------------------------------------------------------------
Moody's Investors Service placed the Ba3 senior unsecured, the B1
senior subordinated, and the Ba2 corporate family ratings of
Pilgrim's Pride Corporation under review for possible downgrade.
The review follows Pilgrim's announcement that it intends to
commence a cash tender offer to purchase all of the outstanding
shares of Gold Kist, Inc. for approximately $1 billion, as well as
offer to acquire Gold Kist's $130 million in 10.25% senior notes.
The review for downgrade reflects the risk that Pilgrim's Pride
could take on a significant amount of debt in order to fund the
Gold Kist acquisition, significantly increasing its leverage and
weakening its debt protection measures.

Moody's review will focus on

   * whether or not a transaction will in fact occur;

   * the strategic fit of Gold Kist into Pilgrim's Pride's
     existing business portfolio;

   * the integration challenges Pilgrim's Pride may face in
     integrating Gold Kist's operations; and,

   * the capital structure, financial flexibility, leverage, and
     overall credit profile that Pilgrim's would exhibit should a
     transaction ultimately be consummated.

These are the ratings placed on review for possible downgrade:

   * Corporate family rating of Ba2
   * Probability of default rating of Ba2
   * Senior unsecured notes at Ba3 (LGD5, 82%)
   * Senior subordinated notes at B1 (LGD6, 95%)

Headquartered in Pittsburgh, Texas, Pilgrim's Pride is a major US
chicken processor and producer of value-added chicken products.


PROFESSIONAL INVESTORS: Hires John Lewis as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
allowed Professional Investors Insurance Group, Inc., to employ
John P. Lewis, Jr., Esq., as its bankruptcy counsel.

As reported in the Troubled Company Reporter on Aug. 28, 2006,
Mr. Lewis is expected to:

     a) help in the preparation of schedules and statement
        of affairs and any amendments;

     b) participate with the Debtor in its Section 341
        meeting;

     c) direct the Debtor concerning administrative and
        reorganization issues; and

     d) perform all other necessary legal services in
        connection with these proceedings.

Mr. Lewis will bill at $250 per hour for this engagement.

Mr. Lewis assured the Court that he does not hold any interest
adverse to the Debtor, its creditors or the estate.

Headquartered in Plano, Texas, Professional Investors Insurance
Group, Inc., filed for chapter 11 protection on Aug. 9, 2006
(Bankr. N.D. Tex. Case No. 06-33278).  John P. Lewis, Jr., Esq.,
represents the Debtor.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's bankruptcy
proceedings.  When the Debtor filed for protection from its
creditors, it estimated assets between $10 million and $50 million
and debts between $1 million and $10 million.


PROFESSIONAL INVESTORS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
Professional Investors Insurance Group, Inc., delivered its
Schedules of Assets and Liabilities to the U.S. Bankruptcy Court
for the Northern District of Texas, disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property
  B. Personal Property              $19,523,564
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding                                    $26,683
     Unsecured Priority Claims
  F. Creditors Holding                                 $1,473,600
     Unsecured Nonpriority
     Claims
                                   ------------      ------------
     Total                          $19,523,546        $1,500,283

Headquartered in Plano, Texas, Professional Investors Insurance
Group, Inc., filed for chapter 11 protection on Aug. 9, 2006
(Bankr. N.D. Tex. Case No. 06-33278).  John P. Lewis, Jr., Esq.,
represents the Debtor.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's bankruptcy
proceedings.  When the Debtor filed for protection from its
creditors, it estimated assets between $10 million and $50 million
and debts between $1 million and $10 million.


RAINIER CBO: Moody's Lifts Rating on $8MM Notes to B2 from Caa2
---------------------------------------------------------------
Moody's Investors Service reported it upgraded  $8,000,000 Class
B-2 Notes due July 2012 issued by Rainier CBO I Ltd from Caa2 (on
watch for possible upgrade) to B2.  Moody's stated that the rating
action is a result of delevering of senior notes and improved
overcollateralization tests.

Rating action: upgrade

   * Issuer: Rainier CBO I Ltd.

     -- $8,000,000 Class B-2 Notes due July 2012
     -- Previous Rating: Caa2, on watch for possible upgrade
     -- New Rating: B2


RENATA RESORT: Disclosure Statement Hearing Set for October 27
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida
will consider the adequacy of the Amended Disclosure Statement
explaining Renata Resort LLC's Amended Chapter 11 Plan of
Reorganization at a hearing schedduled on Oct. 27, 2006, at
9:00 a.m.

Objections to the disclosure statement, if any, must be submitted
by Oct. 23, 2006.

                   Overview of the Amended Plan

As reported in the Troubled Company Reporter on Aug. 24, 2006, the
Debtor told the Court that it intends to liquidate its assets,
wind up its affairs, and pay the allowed claims of legitimate
holders to the extent possible.

The Debtor amended its Plan after Partners Property Corporation
cancelled its purchase of two parcels of the Debtor's real
property in Bay County, Florida.  In the alternative, the Debtor
proposes to sell the two parcels of the Florida property and some
of its other assets to Renata KT, L.P.

                       Treatment of Claims

Under the Amended Plan, holders of General Unsecured Claims,
Unsecured Claims Arising from Rejected Executory Contracts or
Unexpired Leases, and Capital Contribution Claims by the Debtor's
members, will receive the full amount of their allowed claim.

Treatment of Sylvia Harrison's $6,360,000 claim will be determined
by the Bankruptcy Court and state court.

Equity Interest Holders will retain their existing equity
interests in the Debtor, but will receive no distributions under
the Plan on account of their interests until all Plan payments are
paid.

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

http://www.researcharchives.com/bin/download?id=060823213227

Headquartered in Panama City, Florida, Renata Resort, LLC, fdba
Sunset Pier Resort, LLC, operates a hotel and resort.  The company
filed for chapter 11 protection on May 31, 2006 (Bankr. N.D. Fla.
Case No. 06-50114).  John E. Venn, Jr., Esq., at John E. Venn,
Jr., P.A., represents the Debtor in its restrucutring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtor's case.  When the Debtor filed for protection from its
creditors, it listed total assets of $19,947,271 and total debts
of $8,524,196.


RESIDENTIAL ASSET: Moody's Puts B1 Rated Class M Notes on Watch
---------------------------------------------------------------
Moody's Investors Service downgraded one certificate, placed on
review for downgrade five certificates, and confirmed the rating
on one certificate from two Residential Asset Mortgage Products,
Inc. Trust asset-backed securitization deals issued in 2002.
Moody's has also downgraded one certificate and confirmed the
rating on one certificate from one Residential Asset Securities
Corporation subprime deal issued in 2001.  The transactions each
consist of a fixed-rate pool and an adjustable-rate pool.  The
mortgage loans were originated by a variety of different sellers
and are serviced by Homecomings Financial Network, Inc., a wholly
owned subsidiary of Residential Funding Corporation.  RFC is the
transaction's master servicer.

The subordinate fixed-rate and adjustable-rate certificates are
being downgraded or reviewed for downgrade based on the weaker
than anticipated performance of the mortgage pools and the
resulting erosion of credit support.  Specifically, the
overcollateralization in the 2002-RS1 adjustable-rate pool has
been fully exhausted and the Class M-I-3 and M-II-3 certificates
have both realized losses.  The Class M-II-2 certificates from
this deal are being placed on review for downgrade based on their
potential deterioration of credit enhancement if the deal passes
performance triggers in the future.  In addition, the
overcollateralization amounts in the 2002-RS3 adjustable-rate pool
and in the 2001-KS2 fixed-rate pool are significantly below their
targets and pipeline losses could put pressure on the most
subordinate tranches from these pools.  Furthermore, existing
credit enhancement levels are low given the current projected
losses on the underlying pools.

Finally, Moody's confirmed the current ratings on the Class M-I-1
certificates from the 2002-RS3 deal and on the Class M-II-2
certificates from the 2001-KS2 deal as credit support is
sufficient to support the current ratings on these certificates.

These are the complete rating actions:

Issuer: Residential Asset Mortgage Products, Inc.

Downgrade:

   * Series 2002-RS3, Class M-I-2, downgraded from Aa2 to A2

Review for Downgrade:

   * Series 2002-RS1, Class M-I-1, current rating A3, under
     review for possible downgrade

   * Series 2002-RS1, Class M-I-2, current rating Ba1, under
     review for possible downgrade

   * Series 2002-RS1, Class M-II-2, current rating A2, under
     review for possible downgrade

   * Series 2002-RS3, Class M-II-1, current rating Aa2, under
     review for possible downgrade

   * Series 2002-RS3, Class M-II-3, current rating B1, under
     review for possible downgrade

Confirm:

   * Series 2002-RS3, Class M-I-1, confirmed at Aaa

Issuer: Residential Asset Securities Corporation

Downgrade:

   * Series 2001-KS2, Class M-II-1, downgraded from Aa2 to A1

Confirm:

   * Series 2001-KS2, Class M-II-2, confirmed at Baa3


RETTIG ENTERPRISES: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Rettig Enterprises, Inc.
        1331 Broad Avenue
        Findlay, OH 45840

Bankruptcy Case No.: 06-32473

Chapter 11 Petition Date: September 12, 2006

Court: Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Matthew Gilmartin, Esq.
                  Matthew Gilmartin, Attorney at Law, LLC
                  25300 Lorain Road, Suite 1C
                  North Olmsted, OH 44070
                  Tel: (440) 716-0107
                  Fax: (440) 716-0349

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
RF Banking Company, Inc.      Loan                    $1,740,000
Gemini, Tower One
Suite 204
1991 Crooker Rd.
Westlake, OH 44145

Rettig Properties                                       $125,000
P.O. Box 908
Findlay, OH 45839

Dawn Rettig                                              $97,578
P.O. Box 908
Findlay, OH 45839

Dawn Rettig                   Wages                      $19,200

Columbia Gas                                              $7,000

US Bank                                                   $5,644

MBNA Platnium Plus                                        $4,890

MBNA Platnium Plus                                        $4,452

at&t                          Phone Bill                    $119

AEP Ohio                      Utilities - Electric           $79
                              or Gas

City of Findlay               Utilities - Water              $30
Water & Wastewater Dept.      & Sewer

Pitney Bowes                  Postage Machine                $20
                              Rental

BullsEye Telecom              Phone Bill                     $18

Internal Revenue Service                                 Unknown

J. Steve Welton County        820 North Main Street      Unknown
Treasurer                     Findlay, Ohio 45840
                              Hancock County

Ohio Bureau Of Employment                                Unknown
Services

Ohio Bureau of Workers                                   Unknown
Compensation


REYNOLDS & REYNOLDS: Moody's Rates Planned $925 Mil. Loan at B3
---------------------------------------------------------------
Moody's Investors Service assigned to The Reynolds & Reynolds
Company a:

   * Ba2 rating to its:

     -- proposed $1.485 billion first lien term loan; and
     -- $70 million first lien revolving credit facility; and

   * B3 rating to its:

     -- proposed $520 million second lien loan; and
     -- $405 million third lien term loan.

Moody's has also assigned the company a B1 Corporate Family
Rating.

A stockholder meeting of The Reynolds & Reynolds Company has been
scheduled for Oct. 23, 2006, to vote on the company's proposed
merger with Universal Computer Services, Inc.

The merger is expected to close on Oct. 26, 2006.  Subsequent to
closing of the planned merger, the former Reynolds' Ba1 corporate
family rating and Ba1 medium term note program rating will be
withdrawn, given the likelihood that following the potential
merger, the former Reynolds will have no more debt.

The ratings reflect both the overall probability of default of the
company at a 50% LGD rate, to which Moody's assigns a PDR of B1,
and a loss-given-default of LGD-2 for the first lien facilities,
LGD-5 for second lien term loan, and LGD-6 for the third lien term
loan.  The net proceeds of the current offering along with $331
million balance sheet cash, $250 million preferred equity, and
$102 million of Brockman trust (Spanish Steps) common equity will
be applied to the $2.7 billion purchase of The Reynolds & Reynolds
Company (Reynolds) common equity, $379 million repayment of
combined Reynolds and UCS bank debt, $50 million Reynolds cash
balance, and $85 million transaction fees and expenses.  The
ratings outlook is stable.

The B1 corporate family rating reflects The Reynolds & Reynolds
Company's high financial leverage and modest interest coverage
associated with the company's proposed merger with UCS.  In
isolation, these factors would suggest a B2 corporate family
rating. However, the company's market leading position as a
provider of dealership management software and significant
recurring maintenance revenue stream support the overall B1
corporate family rating level.  Moody's considered I/T services
and software rating factors, which are competitive position,
financial leverage, returns, and cash flow, to arrive at the B1
corporate family rating.  For further information, please refer to
Moody's Credit Opinion for The Reynolds & Reynolds Company.

These are the ratings assigned:

   * $1.485 billion 6-year First Lien Term Loan Ba2, LGD-2, 29%

   * $70 million 6-year First Lien Revolving Credit Facility Ba2,
     LGD-2, 29%

   * $520 million 7-year Second Lien Term Loan B3, LGD-5, 77%

   * $405 million 7.5-year Third Lien Term Loan B3 LGD-6, 91%

   * Corporate Family Rating B1

The Reynolds and Reynolds Company, headquartered in Dayton, Ohio,
is an automotive dealership computer services and forms management
company.


RICHMOND REDEVELOPMENT: Moody's Holds Ba3 Rating on $5.6MM Bonds
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating on Richmond
Redevelopment and Housing Authority's $5.6 million of outstanding
Multi-Family Housing Revenue Bonds (Berkeley Place/Warwick Place
Apartments) Series 1995A.  The rating affirmation is based upon
Moody's review of financial statements for 2005, interim financial
statements through July 31, 2006 and occupancy reports from
management.

The stable outlook has also been affirmed based upon stable
occupancy and debt service coverage consistent with this rating
category.

Legal Security

The bonds are limited obligations payable solely from the
revenues, receipts and security pledged in the Trust Indenture.

Credit strengths

     * Stable occupancy history

     * Market forecasts for Richmond that indicate multi-family
       occupancy near 95% for the next three years and average
       annual rent growth of over 2.5% for the same time period

Credit challenges

     * Thin debt service coverage that appears to be weakening in
       2006 because of increases in utility costs

     * The building is older as it was constructed in 1963

     * Absence of a lock box payment system

     * Absence of a reserve and replacement fund

     * Debt service reserve sized to 1/2 maximum annual debt
       service

Recent developments

Debt service coverage for the full year 2005 improved slightly to
1.17x from the 1.14x experienced in 2004.  The improvement in 2005
resulted from slight rent increases and a decrease in concessions
and vacancy losses.  Interim statements for 2006 indicate debt
service coverage will likely decline even though rent income has
increased.  Utility costs have increased sharply, which has driven
down NOI resulting in a 2006 forecasted debt service coverage of
1.06x.  Occupancy continues to be credit strength for the
properties as they have a weighted average of 95.5% in September
2006.

Market data provided by Torto Wheaton Research indicate that
multi-family occupancy in Richmond for 2006 is 94.6%.  TWR
forecasts that occupancy in the Richmond market will stay at or
above 94.5% through 2009 and rent inflation will average 2.6%
through 2008.  Moody's believes that the debt service coverage in
2005 and the forecast for 2006 are appropriate for the Ba3 rating
category when considering a stable occupancy history and a stable
market.

Outlook

The outlook for the bonds is stable base upon a stable occupancy
history and a stable market.


RICKY MYERS: Case Summary & Seven Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ricky Lee Myers
        16218 Haddam Lane
        Noblesville, IN 46062

Bankruptcy Case No.: 06-05965

Chapter 11 Petition Date: September 29, 2006

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: Eric C. Redman, Esq.
                  Bator Redman Bruner Shive & Ludwig
                  151 North Delaware Street, Suite 1106
                  Indianapolis, IN 46204
                  Tel: (317) 685-2426
                  Fax: (317) 636-8686

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Wells Fargo Financial            2002 Lexus 430 SC        $22,092
Acceptance
1 International Plaza
Suite 300
Philadelphia, PA 19113-1510      2005 GMC                 $15,058
                                 Conversion Van

                                 2004 Lexus 470GX         $10,356

MBNA                             Credit Card              $30,463
P.O. Box 17054                   Purchases
Wilmington, DE 19884

Household Finance Corporation    Personal Loan            $22,089
P.O. Box 1547
Chesapeake, VA 23327

Wells Financial Bank             Credit Card               $5,904
1200 North West Avenue           Purchases
Sioux Falls, SD 57104-1314

Kohl/Chase                       Credit Card                 $615
56 Northwest 17000               Purchases
Ridgewood Drive
Menomonee Falls, WI 53051

Target                           Credit Card                 $591
                                 Purchases

Pier 1/Nb                        Credit Card                 $275
                                 Purchases


ROCKVILLE ORTHOPEDIC: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Rockville Orthopedic Associates, P.C.
        dba Connecticut Orthopaedic & Sports Medicine Center
        428 Hartford Turnpike
        Vernon, CT 06066
        Tel: (860) 871-2508

Bankruptcy Case No.: 06-20916

Type of Business: The Debtor is engaged in orthopedic
                  healthcare and physical therapy.

Chapter 11 Petition Date: September 29, 2006

Court: District of Connecticut (Hartford)

Judge: Robert L. Krechevsky

Debtor's Counsel: Irve J. Goldman, Esq.
                  Pullman & Comley LLC
                  850 Main Street
                  P.O. Box 7006
                  Bridgeport, CT 06601
                  Tel: (203) 330-2000
                  Fax: (203) 330-2213

Total Assets: $1,156,417

Total Debts:    $655,332

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
James S. Kort, M.D.                       $290,000
c/o David A. Reif, Esq.
McCarter & English, LLP
185 Asylum Street
Hartford, CT 06103-3495

Eastern Rehabilitation Network            $153,121
181 Patricia M. Genova Drive
Newington, CT 06111

Robert Cook, M.D.                          $50,000
4109 Central Avenue
Ocean City, NJ 08226-1631

Richard Fischer, M.D.                      $50,000
428 Hartford Turnpike
Vernon, CT 06066

AT&T Yellow Pages                          $20,074
P.O. Box 5078
Saginaw, MI 48605-5078

BTH II Cleaning Services                   $15,264

The Hartford Insurance Group               $11,944

IBM Credit LLC                              $9,628

Anthem Blue Cross and                       $7,145
Blue Shield of Connecticut

428 Hartford Turnpike Associates            $6,802

R.C. Knox & Company                         $5,602

Genzyme Blosurgery                          $4,712

Connecticut Light & Power Co.               $2,830

Medical Talk Transcription                  $2,721

Town of Vernon                              $2,313

IDX Systems Corporation                     $1,854

St. John Companies                          $1,789

Provident Life & Accident                   $1,638

Principal Life Group, Grand Island          $1,412

CitiBusiness Card                           $1,171


ROTECH HEALTHCARE: Moody's Affirms Caa3 Rating on $300 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service withdrew the existing ratings on the
senior secured credit facility of Rotech Healthcare, Inc.,
reflecting the repayment of the existing facility with proceeds
from a $120 million facility (not rated).  Moody's affirmed the
corporate family rating of Caa2 and the negative outlook.

These ratings were withdrawn:

   * $75 million revolving credit facility, due 2007, B2

   * $42 million senior term loan, due 2008, B2

These ratings were affirmed with a negative outlook

   * $300 million face amount senior subordinated notes, due
     2012, Caa3

   * Corporate Family Rating, Caa2


ROWE COMPANIES: Has Until October 18 to File Schedules & Statement
------------------------------------------------------------------
The Hon. Stephen S. Mitchell of the U.S. Bankruptcy Court for the
Eastern District of Virginia gave The Rowe Companies and its
debtor-affiliates until Oct. 18, 2006, to file their Schedules of
Assets and Liabilities and Statement of Financial Affairs.

The Debtors tell the Court that due to the size and complexity of
their operations, they will need additional time to compile the
information for and complete the Lists, Schedules, and Statements.

The Debtors contend that they have thousands of creditors and
other parties in interest.

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
Company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--  
and Storehouse, Inc. -- http://www.storehousefurniture.com/

The Company and its two of its debtor-affiliates filed for chapter
11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142
to 06-11144).  Dylan G. Trache, Esq., H. Jason Gold, Esq., and
Valerie P. Morrison, Esq., at Wiley Rein & Fielding LLP, represent
the Debtors.  When the Debtors filed for protection from their
creditors, The Rowe Companies listed total assets of $130,779,655
and total debts of $93,262,974; Rowe Furniture estimated assets
between $50 million and $100 million and debts between $10 million
and $50 million; and Storehouse, Inc. estimated assets and debts
between $10 million and $50 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Jan. 16, 2006.


ROWE COMPANIES: Taps PENTA Advisory as Financial Advisor
--------------------------------------------------------
The Rowe Companies and its debtor-affiliates ask the United States
Bankruptcy Court for the Eastern District of Virginia for
permission to employ PENTA Advisory Services LLC, as their
financial advisors and consultants.

PENTA Advisory will:

    * prepare cash flow and other financial projections;

    * model the strategic alternatives for Storehouse, Inc.;

    * assist with exit financing solicitations;

    * assist with reporting and other covenant compliance and with
      the Debtors' DIP financing agreement;

    * prepare the Debtors' Bankruptcy Schedules and Statement of
      Financial Affairs;

    * coordinate information flow to Creditors' Committees;

    * assist with the preparation of Monthly Operating Reports;

    * develop the Debtor's Plan of Reorganization; and

    * provide other financial, claims resolution, administrative
      and compliance assistance to the Debtors as needed.

The Debtors tell the Court that before they filed for bankruptcy,
they provided PENTA a $150,000 retainer.  On Sept. 18, 2006, the
Debtors increased the retainer by $50,000.

To the best of the Debtors' knowledge, PENTA neither holds nor
represents any interest adverse to the Debtors or their respective
estates and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
Company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--  
and Storehouse, Inc. -- http://www.storehousefurniture.com/

The Company and its two of its debtor-affiliates filed for chapter
11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142
to 06-11144).  Dylan G. Trache, Esq., H. Jason Gold, Esq., and
Valerie P. Morrison, Esq., at Wiley Rein & Fielding LLP, represent
the Debtors.  When the Debtors filed for protection from their
creditors, The Rowe Companies listed total assets of $130,779,655
and total debts of $93,262,974; Rowe Furniture estimated assets
between $50 million and $100 million and debts between $10 million
and $50 million; and Storehouse, Inc. estimated assets and debts
between $10 million and $50 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Jan. 16, 2006.


SACO I: Moody's Reviews Ba2 Rated Notes for Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service puts on watch for possible downgrade two
certificates from two transactions issued by SACO I Trust.  These
transactions are backed by closed end seconds, and have seen
recent losses that have exceeded the excess spread available
thereby depleting the overcollateralization.

These are the rating actions:

Review for Downgrade:

   * Issuer: SACO I Trust 2004-3

     -- Class B-3, current rating Ba2, under review for possible
        downgrade,

   * Issuer: SACO I Trust 2005-2

     -- Class B-4, current rating Ba2, under review for possible
        downgrade.


SAINT VINCENTS: Buys Fresh Meadows Property for $4.2 Million
------------------------------------------------------------
To resolve their dispute, Saint Vincent Catholic Medical Center of
New York and Turnpike Gardens, Inc., agree that pursuant to the
terms of a contract for sale between the parties:

    -- Turnpike Gardens will sell, and SVCMC will purchase, the
       property at 175-05 Horace Harding Expressway, Fresh
       Meadows, in New York, for $4,200,000;

    -- the closing will take place no later than December 29,
       2006, but may occur earlier upon appropriate written notice
       from SVCMC;

    -- upon Closing, the adversary proceeding will be dismissed
       with prejudice with each party bearing its own litigation
       cost, which dismissal will be effectuated by the execution
       of a stipulation of dismissal by the parties; and

    -- the parties will be deemed to release each other of any
       claims arising under or related to the lease or the
       Property.

A full-text copy of the Contract for Sale between Turnpike
Gardens and SVCMC is available for free at:

       http://researcharchives.com/t/s?12cf

As reported in the Troubled Company Reporter on June 13, 2006,
SVMC sought a judgment and order from the U.S. Bankruptcy Court
for the Southern District of New York:

    (a) granting it specific performance of the terms of Agreement
        of Lease and ordering Turnpike Gardens, Inc., to convey
        fee simple title the Fresh Meadows property in exchange
        for $4,200,000;

    (b) awarding it damages due to Turnpike Gardens' delay in
        conveyance of the Property; and

    (c) awarding its costs and attorney's fees.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 35 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Court OKs Set Off Deal with New York Dialysis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved a stipulation between Saint Vincents Catholic Medical
Centers of New York, its debtor-affiliates and New York Dialysis
Services, Inc., allowing NYDS to effectuate a set-off of certain
of its receivables.

The Debtors and NYDS are parties to two agreements dated as of
January 2003:

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

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

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

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

The parties agreed that:

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

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

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

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 35 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEALY MATTRESS: Moody's Affirms Ba3 Corporate Family 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 sector, the rating
agency confirmed its Ba3 Corporate Family Rating for Sealy
Mattress Company.  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
   ----------           -------  -------  ------   ----------
   $565 million senior
   secured term loan      Ba3      Ba1     LGD2        25%

   $125 million senior
   secured revolver       Ba3      Ba1     LGD2        25%

   $390 million senior
   subordinated notes     B2       B2      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%).

Headquartered in Trinity, North Carolina, Sealy Mattress Company,
a wholly owned subsidiary of Sealy Corporation, is the world's
largest bedding manufacturer which sells mattresses and box
springs under the Sealy, Sealy Posturepedic, Stearns & Foster and
Bassett brand names.


SIMMONS COMPANY: Moody's Confirms B2 Corporate Family 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 sector, the rating
agency confirmed its B2 Corporate Family Rating for Simmons
Company.  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
   ----------           -------  -------  ------   ----------
   $492 million
   secured term loan      B2       Ba3     LGD2        27%

   $75 million
   secured revolver       B2       Ba3     LGD2        27%

   $200 million
   subordinated notes     Caa1     B3      LGD5        73%

   $269 million
   discount notes         Caa2     Caa1    LGD6        91%

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, Simmons Company is one of the
largest manufacturers of premium mattresses, foundations and
related accessories.  The company has the second largest market
share, behind Sealy, in the U.S. mattress industry.


SOLSTICE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Solstice Industries, Inc. 815
        Wildt Street
        Ann Arbor, MI 48103

Bankruptcy Case No.: 06-52613

Type of Business: The Debtor is a food manufacturer & processor.

Chapter 11 Petition Date: September 11, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Sandra A. Hazlett, Esq.
                  Hazlett & Associates, P.C.
                  3830 Packard, Suite 180
                  Ann Arbor, MI 48108
                  Tel: (734) 973-0905
                  Fax: (734) 973-0950

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
California & Hawaiian Sugar   Trade debt                $183,735
aka C & H Sugar               Judgment
12154 Collection Center Drive
Chicago, IL 60693

Kraft Canada, Inc.            Trade debt                 $92,949
c/o Carl Otis
8600 Devonshire Road
Mont Royal, Quebec H4P 2K9
CANADA

Total Logistics Control       Trade debt                 $83,168
110 Nordic Avenue
Pointe Claire, Quebec H9R 3Y2
CANADA

United Sugars                 Trade Debt                 $74,924
                              Judgment

Nectar Transport, Inc.        Trade debt                 $54,112

Internal Revenue Service      2005/2006                  $49,416

Ecology Revolution            Trade debt                 $48,486

Cereal ByProducts Company     Trade debt                 $25,560
                              Judgment

US Sugar Co.                  Trade Debt                 $23,824

Norit                                                    $22,733

ABH/CH Robinson               Trade debt                 $21,450
Worldwide, Inc.               Judgment

Sachnoff and Weaver           Legal services             $18,353

Illini State Trucking         Trade debt                 $17,252
                              Judgment

McAlear Associates, Inc.                                 $15,412

Dicalite Minerals Corp.       Trade debt                 $14,547

Celite Corporation            Trade debt                 $14,327
                              Judgment

FGDI, LLC                     Trade debt                 $13,967

Panalpina Inc.                                           $11,455

RF Cunningham and Company                                $11,139

Sugar Foods Corp              Trade debt                 $10,670


SOLUTIA INC: Wants to Extend Plan-Filing Period to April 10, 2007
-----------------------------------------------------------------
Solutia Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend the period
during which they have the exclusive right to:

   (1) file a plan of reorganization through and including
       April 10, 2007; and

   (2) solicit and obtain acceptances of the Plan through and
       including June 11, 2007.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
says the Debtors have made significant progress toward their
reorganization since filing their last exclusivity request but
the JPMorgan Chase Bank and the Equity Committee Adversary
Proceedings continue to hinder the Debtors' progress.

According to Mr. Henes, the Debtors need more time to resolve
various outstanding issues before they can continue the Plan
process.

Mr. Henes assures that Court that the Debtors are not seeking an
extension of their Exclusive Periods to pressure their creditors
to accede to their reorganization demands.

The Debtors reserve their right to seek additional extensions of
their Exclusive Periods.

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  (Solutia Bankruptcy News, Issue No. 70; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SOPHIE NG: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sophie H. Ng
        aka Soo Ha Ng
        232 21st Avenue, Suite 6
        San Francisco, CA 94121
        Tel: (415) 368-6973

Bankruptcy Case No.: 06-30904

Chapter 11 Petition Date: September 30, 2006

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Lewis Phon, Esq.
                  350 Sansome Street, Suite 230
                  San Francisco, CA 94104-1315
                  Tel: (415) 421-1234

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
   ------                          ---------------   ------------
Office of the Treasurer and        Property Tax           $40,161
Tax Collector
City Hall, Room 140
San Francisco, CA 94102

Chase                              Credit Card            $10,282
P.O. Box 94014
Palatine, IL 60094

Citibank                           Credit Card             $3,646
P.O. Box 142319
Irving, TX 75014-2319

SFPUC-Water Department             Water Bill              $2,824
P.O. Box 7369
San Francisco, CA 94120

Golden Gate Disposal and           Garbage Disposal          $380
Recycling Co.
900 Seventh Street
San Francisco, CA 94107

Macy's                             Credit Card               $234

Palisades                          Credit Card               $195

American Express                   Credit Card               $107

Thomas W. Madland, M.D.            Service Charge             $34


SOUTH COAST: Poor Credit Quality Cues Moodys to Downgrade Ratings
-----------------------------------------------------------------
Moody's Investors Service reported it downgraded $26,000,000 Class
B Floating Rate Senior Subordinate Notes due 2036 issued by South
Coast Funding I, Ltd.  Moody's noted that the rating action is
primarily due to the continuing deterioration in the credit
quality of the portfolio, as well as the further decline in the
deal's Weighted Average Coupon.

Rating action: downgrade

   * Issuer: South Coast Funding I, Ltd.

   * Class Description: The U.S. $26,000,000 Class B Floating
     Rate Senior Subordinate Notes due 2036

   * Prior Rating: Baa3, on watch for possible downgrade

   * Current Rating: Ba3


SPANISH 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 affirmed its B3 corporate family rating on Spanish
Broadcasting System, 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
   ----------           -------  -------  ------   ----------
   Secured Revolver        B1      B1      LGD3        47%

   Secured Term Loan       B1      B1      LGD3        47%

   10 3/4% Series B
   cum. exch. pref.
   stk.                   Caa1     B3      LGD6        99%

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%).

Spanish Broadcasting System, Inc. ---
http://www.spanishbroadcasting.com/-- is the largest Hispanic-
controlled radio broadcasting company in the United States.  SBS
owns and operates 20 radio stations located in the top Hispanic
markets of New York, Los Angeles, Miami, Chicago, San Francisco
and Puerto Rico, including the #1 Spanish-language radio station
in America, WSKQ-FM in New York City, as well as 3 of the Top 4
rated radio stations airing the Tropical, Regional Mexican,
Spanish Adult Contemporary and Hurban format genres and the
highest billing Latino-formatted stations in each of the three
largest U.S. Hispanic markets.  The Company also produces live
entertainment concerts and events throughout the U.S. and Puerto
Rico.


SPECIALTYCHEM PRODUCTS: Court Okays Consolidation with ChemDesign
-----------------------------------------------------------------
The Hon. Pamela Pepper of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin granted ChemDesign Corporation's
request to consolidate its chapter 11 case with its wholly-owned
subsidiary, SpecialtyChem Products, Corp.'s bankruptcy proceeding.

ChemDesign relates that it and SpecialtyChem collectively did
business under the name "ChemDesign."  ChemDesign reminds the
Court that it filed its voluntary petition so that its wind down
can be properly coordinated with the reorganization efforts of
SpecialtyChem.  ChemDesign anticipates selling the real property,
machinery and equipment at its Fitchburg, Massachusetts, facility
in order to reduce the cross-collateralized, secured debt of both
debtors.

The Debtors contend that their cases should be substantively
consolidated because they share a substantial identity, and
consolidation will yield significant benefits in these cases.
According to the Debtor, the true test of substantial identity is
not whether corporate formalities have been maintained, but rather
the way that they conducted their business and held themselves out
to the public.

The Debtors cite four reasons why their cases should be
consolidated:

    (1) unity of interests, ownership and management;

    (2) shared liability on loans;

    (3) entangled assets and business functions; and

    (4) identity of marketing and creditor reliance on a single
        entity.

                   About ChemDesign Corporation

Headquartered in Fitchburg, Massachusetts, ChemDesign Corporation
-- http://www.chemdesigncorp.com/-- is a custom manufacturer of
various fine organic chemicals for paper products, electronics,
agricultural products and other materials.  The Debtor filed for
chapter 11 protection on Aug. 27, 2006 (Bankr. E.D. Wis. Case No.
06-24729.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million and
$50 million.

                   About SpecialtyChem Products

Headquartered in Marinette, Wisconsin, SpecialtyChem Products,
Corp., manufactures various organic chemicals for paper products,
electronics, agricultural products and other materials.  The
company filed for chapter 11 protection on June 12, 2006 (Bankr.
E.D. Wis. Case No. 06-23131).  Christopher J. Stroebel, Esq.,
Timothy F. Nixon and Marie L. Nienhuis, Esq., at Godfrey & Kahn,
S.C., represent the Debtor in its restructuring efforts.  Fort
Dearborn Partners, Inc., is the Debtor's turnaround consultant,
and gives financial advice to the Debtor.  Matthew M. Beier, Esq.,
and Eliza M. Reyes, Esq., at Brennan, Steil and Basting, S.C., and
Matthew T. Gensburg, Esq., and Nancy A. Peterman, Esq., at
Greenberg Traurig, L.L.P., represent the Official Committee of
Unsecured Creditors of the Debtor.  In its schedule of assets and
liabilities, the Debtor disclosed $11,394,224 in total assets and
$12,323,425 in total debts.


SPIRIT AEROSYSTEMS: 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, the rating agency revised its Ba3 Corporate
Family Rating for Spirit Aerosystems Inc. to B1.  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. Secured
   Revolving Credit
   Facility due 2010      Ba3      Ba3     LGD3       31%

   Sr. Secured Term
   Loan B due 2011        Ba3      Ba3     LGD3       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 Wichita, Kansas, Spirit AeroSystems, Inc.
-- http://www.spiritaero.com/-- with facilities in Wichita, Tulsa
and McAlester Oklahoma, and Prestwick, Scotland, is a designer and
manufacturer of fuselages, struts, nacelles, thrust reversers and
other complex components for Boeing and Airbus.


STEELCASE INC: Moody's Confirms Ba1 Corporate Family 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 sector, the rating
agency confirmed its Ba1 Corporate Family Rating for Steelcase,
Inc. and its Ba1 rating on the company's $250 million senior
unsecured notes.  Additionally, Moody's assigned an LGD4 rating to
those bonds, suggesting noteholders will experience a 59% 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%).

Headquartered in Grand Rapids, Michigan, Steelcase, Inc.,
(NYSE: SCS) -- http://www.steelcase.com/-- designs and
manufactures architecture, furniture and technology products.
Founded in 1912, Steelcase serves customers through a network of
more than 800 independent dealers and approximately 13,000
employees worldwide.


STEINWAY MUSICAL: Moody's Downgrades Rating on Senior Notes to B1
-----------------------------------------------------------------
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 sector, the rating
agency confirmed its Ba3 Corporate Family Rating for Steinway
Musical Instruments, and downgraded its Ba3 rating to B1 on the
company's $175 million senior unsecured notes.  Additionally,
Moody's assigned an LGD4 rating to those bonds, suggesting
noteholders will experience a 64% 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%).

Steinway Musical Instruments -- http://www.steinwaymusical.com/--
through its operating subsidiaries, designs, manufactures and
markets high quality musical instruments.  The Company has one of
the most valuable collections of brands in the music industry.
Through a worldwide network of dealers, Steinway Musical
Instruments' products are sold to professional, amateur and
student musicians, as well as orchestras and educational
institutions.  The company employs a workforce of over 2,300 and
operates 14 manufacturing facilities in the United States and
Europe.


STRUCTURED ASSET: Moody's Eyes Downgrade of BI Rated Certificates
-----------------------------------------------------------------
Moody's Investors Service puts on review for possible downgrade
two certificates from one transaction issued by Structured Asset
Securities Corporation in 2002.  The transaction is backed
primarily by first lien adjustable- and fixed-rate subprime
mortgage loans.

The two most subordinate classes of Structured Asset Securities
Corp 2002-BC1 transaction have been placed on review for possible
downgrade because existing credit enhancement levels are low given
the current projected losses on the underlying pools.  The
transaction has $727,471 in overcollateralization, which is below
the 50 bp floor as of the 9/25/06 reporting date.

These are Moody's complete rating actions:

Review for Downgrade:

   * Issuer: Structured Asset Securities Corporation

     -- Series 2002-BC1; Class M3, current rating Ba1 under
        review for possible downgrade;

     -- Series 2002-BC1; Class B, current rating B1, under review
        for possible downgrade.


TARGA RESOURCES: Moody's Cuts Corp. Family Rating to B1 from Ba3
----------------------------------------------------------------
Moody's Investors Service downgraded Targa Resources' ratings,
including its Corporate Family Rating to B1 from Ba3, its bank
credit facilities to B1 from Ba3, and its senior unsecured notes
to B3 from B2.  This action concludes the ratings review initiated
on April 10, 2006 that was prompted by the possibility that the
company's proposed sale of its North Texas assets might not occur
in a timely manner.

The asset sale has not occurred and Moody's believes that a sale
in the near term is no longer likely.  Targa continues to review
other monetization strategies for the assets; however, these
strategies will likely require a significant amount of time to
execute and would not be as potentially credit accretive as a
straight sale.  As a result, Moody's has downgraded Targa's
ratings to a level more consistent with its high leverage.  The
rating outlook is negative, reflecting the possibility of a
further downgrade should the company not follow through with plans
to reduce leverage to more manageable levels.

Targa's financial performance during the first quarter of 2006 was
weaker than expected; however, more recent performance reflects an
improvement in processing margins and increased volumes due to
resumed operations at facilities damaged during the hurricanes
last year.  These facilities include Targa's Pelican offshore
pipeline and the Barracuda, Stingray, and Yscloskey (25.6%
ownership interest) straddle plants.  Targa's Venice facility
(22.9% ownership interest) is not expected to resume full
operations until next year.  Targa's EBITDA, adjusted for non-cash
derivative gains, was $69 million during the first quarter of 2006
and increased to $102 million during the second quarter.

Moody's expects that Targa will report EBITDA of $370-$390 million
for the full year 2006, at current commodity prices. Relative to
balance sheet debt of $2.2 billion, Targa's debt/EBITDA is
expected to end the year in the 5.6x-6.0x, which is elevated
relative to similarly rated peers.  Targa's annualized cash
interest expense is $165 million, which puts EBITDA/interest in
the 2.1x-2.4x range.  As of June 30, 2006, Targa's debt/book
capitalization remains elevated at over 80%.

In order to return to a stable rating outlook, Targa would need to
reduce debt/EBITDA to less than 5.0x.  At a more normalized EBITDA
run-rate of $350 million assuming no asset sales, debt would need
to be reduced to less than $1.75 billion (a reduction of about
$450 million from current levels), which will require more than a
sweep of cash flow in order to accomplish.

The ratings continue to reflect Targa's substantial asset base
which consists of over 12,000 miles of natural gas and NGL
pipelines, natural gas gathering systems covering 14,400 square
miles, and 21 natural gas processing plants.  In addition, Targa
has an NGL logistics and marketing business with 12 terminals, net
NGL fractionation capacity of approximately 299,000 barrels/day,
and storage capacity of 105 million barrels.  In Moody's view,
Targa's size, scale, and degree of integration affords it the
ability to withstand somewhat, but not significantly, higher
leverage than its smaller midstream peers. Also, because it is not
an MLP and burdened with a distribution, the nature of Targa's
assets enable it to generate free cash flow that can be used to
reduce debt or fund growth projects.

Ratings downgraded:

   * Corporate Family Rating, to B1 from Ba3

   * Probability-of-default rating, to B1 from Ba3

   * Sr. Secured Term Loan due 2012, to B1, LGD 3, 49% from Ba3,
     LGD 3, 49%

   * Sr. Secured Asset Sale Bridge Loan due 2007, to B1, LGD 3,
     49% from Ba3, LGD 3, 49%

   * Sr. Secured Revolving Credit Facility due 2011, to B1, LGD
     3, 49% from Ba3, LGD 3, 49%

   * Sr. Secured Letter of Credit Facility due 2011, to B1, LGD
     3, 49% from Ba3, LGD 3, 49%

   * 8.5% Sr. Unsecured Notes due 2013, to B3, LGD 6, 93% from
     B2, LGD 6, 93%

Targa Resources, Inc. is headquartered in Houston, Texas.


TEMPUR-PEDIC: Moody's Confirms Ba3 Corporate Family 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 sector, the rating
agency confirmed its Ba3 Corporate Family Rating for Tempur-Pedic
International Inc., and its B2 rating on the company's $98 million
senior subordinated notes.  Additionally, Moody's assigned an LGD5
rating to those bonds, 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%).

Tempur-Pedic International Inc., is a vertically-integrated
manufacturer, marketer and distributor of premium visco-elastic
foam mattresses and pillows that it sells in 54 countries
primarily under the Tempur(R) and Tempur-Pedic(R) brands.  The
Company sells its products through four distribution channels:
retail (furniture and specialty stores, as well as department
stores internationally); direct (direct response and internet);
healthcare (chiropractors, medical retailers, hospitals and other
healthcare channels); and third party distributors.  In the U.S. a
majority of its mattresses and pillows are sold through furniture
and specialty retailers.


TORRES ESPINO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Torres Espino Cabinets, Inc.
        P.O. Box 8323
        Weslaco, TX 78599
        Tel: (956) 968-7362

Bankruptcy Case No.: 06-10632

Type of Business: The Debtor manufactures cabinets
                  and other wooden furniture.

Chapter 11 Petition Date: September 29, 2006

Court: Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Ellen C. Stone, Esq.
                  John Ventura, P.C.
                  62 East Price Road
                  Brownsville, TX 78521
                  Tel: (956) 546-9398
                  Fax: (956) 542-1478

Total Assets:   $648,210

Total Debts:  $4,602,822

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Plains Capital Leasing             Lease               $3,222,384
Attn: Documentation Group
17304 Preston Road, Suite 925
Dallas, TX 75252

Internal Revenue Service           940 & 941s            $500,000
300 East 8th Street, Stop 8026
Austin, TX 78701

First National Bank - Mercedes     Non-Purchase Money    $139,100
P.O. Box 810
Edinburg, TX 78540

Wells Fargo Equipment              Deficiency on         $120,990
Finance Inc.                       Repossessed Equipment
733 Marquette Avenue, Suite 700
MAC N9306-070
Minneapolis, MN 55402

Penske Trucking Company            Lease Agreement        $66,735
Route 10, Green Hills
P.O. Box 563
Reading, PA 19603-0563

National Machine Tool              Lease on Equipment     $63,586
Financial Corp.

Texas State Bank                   Promissory Note        $52,099

The Economic Development           Lease                  $50,597
Corporation of Weslaco

Economic Development Corp.         Lease Agreement        $50,597

GE Capital                         Lease on Equipment     $48,321

GMAC                               Auto Payment           $44,764

Wells Fargo Equipment              Deficiency for         $44,339
Finance, Inc.                      Repossessed Equipment

Marlin Leasing                     Lease on Equipment     $38,402

Texas State Comptroller            Quarterly Taxes        $30,000

Texas State Bank                   Promissory Note        $25,000

Leave Funding                      Lease on Equipment     $20,000

General Hardwood                   NSF                    $19,174

Dell                               Lease on Computers     $17,302
                                   and Equipment

Lone Star National Bank            Promissory Note         $7,792

Chase Mastercard                   NSF                     $4,000


TRANSDIGM INC: 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, the rating agency confirmed its B2 Corporate
Family Rating for Standard Aero Holdings Inc.  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. Secured
   Revolving Credit
   Facility due 2010       B2      Ba3     LGD2        29%

   Sr. Secured Term
   Loan B due 2012         B2      Ba3     LGD2        29%

   8.25% Sr. Subor.
   Notes due 2014         Caa1    Caa1     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%).

TransDigm Group Incorporated, through its wholly-owned
subsidiaries, including TransDigm Inc., designs, manufactures
and supplies highly engineered aircraft components for use on
nearly all commercial and military aircraft in service today.
Major product offerings, substantially all of which are ultimately
provided to end-users in the aerospace industry,
include ignition systems and components, gear pumps,
mechanical/electro- mechanical actuators and controls, NiCad
batteries/chargers, power conditioning devices, hold-open rods and
locking devices, engineered connectors, engineered latches and
cockpit security devices, lavatory hardware and components,
specialized AC/DC electric motors and specialized valving.


TRAVIS COUNTY: Defaults Prompt Moody's to Lower Rating on Notes
---------------------------------------------------------------
Moody's Investors Services downgraded the rating on Travis
CountyHousing Finance Corporation Multifamily Housing Revenue
Bonds  (Park at Wells Branch Apartments Project) Subordinate
Series C bonds to Ca from Caa1.  Moody's has affirmed the Ba3
rating on the Senior Series A bonds.  The outlook is changed to
stable from negative.  The Junior Subordinate Series D bonds are
not rated.  The rating downgrade on the Series C bonds reflects
recent defaults on debt service payments to bondholders.

The Senior bonds continue to be insured by MBIA and therefore
carry MBIA's financial strength rating of Aaa; the Subordinate and
Junior Subordinate bonds are not insured.

Park at Wells Branch is a 304 unit apartment complex built in
1987.  It is composed of 18 apartment buildings with 1BR and 2BR
apartments. Park at Wells Branch is located in Travis County, TX,
in the northern section of the Austin metropolitan area.  The
complex houses low to moderate income tenants, with 20% of the
units to be rented to tenants earning at or below 50% of the area
median income. In addition, 90% of the units must be rented to
tenants whose adjusted gross income is less than 120% of AMI.

Legal security

The bonds, together with interest and premium, are limited
obligations payable solely from the revenues, receipts and
security pledged in the Trust Indenture.  Funds are pledged first
to the payment of the principal and interest due on the Series A
and B bonds (Series B matured June 2005), then to the principal
and interest due on the Series C bonds, and last, to the principal
and interest due on the Series D bonds.

Interest rate derivatives

None.

Credit strengths

Fully funded debt service reserve fund for Senior Series A bonds.
The Series A debt service reserve fund is fully funded as of
September 2006, according to the trustee.  The trustee and
property manager expect the borrower to continue to make debt
service payments on the Series A bonds.

Commitment from CHC, the owner of the property, and Shelter
Corporation, the management company. CHC has most recently
demonstrated its commitment to the property by funding $135,000 of
capital improvements.  In the past, CHC has provided capital to
maintain the debt service reserve fund for the senior bonds and to
fund portions of debt service payments on the Series C bonds.
Shelter Corporation has also shown a strong commitment to Park at
Wells Branch by forgoing its management fee from mid-2003 through
the end of 2005.

Improving financial position

Based on FY 2005 audited financial statements, Moody's has
calculated net operating income (NOI) for Park at Wells Branch of
$967,000, bringing debt service coverage (without R&R) for the
Series A bonds to 1.06 times.  Debt service coverage on the Series
C bonds, after the MBIA fee and the senior bond debt service was
(1.06) times in 2005.  Annualized unaudited interim financials for
2006 tell a more optimistic story, with debt service coverage
reaching 1.2 times for Series A and 0.01 times for the Series C
bonds (after MBIA fee and senior bond debt service).  Moody's
attributes the improvement in debt service coverage in part to
rising rental income and controlled expenses.  We believe that
rental revenues will continue to improve somewhat as the Austin,
TX real estate market recovers.

Credit challenges

Under-funded balance in the debt service reserve funds for the
Series C and D bonds.  The property manager does not expect the
project to generate sufficient revenues to fully cover debt
service for at least 2-3 years.

Austin, Tex., real estate market has been challenging over the
past few years.  The Austin market experienced an over-supply of
net units in the early 2000's, with completions outpacing net
absorption from 2000-2003.  During this time period, older
projects, such as Park at Wells Branch, struggled with high
vacancy rates and concessions.  In 2003, Park at Wells Branch
reported occupancy rates as low as 88%.

Recent developments

On July 19, 2005, the trustee issued a notice indicating that the
borrower, CHC Park at Wells Branch, LLC, failed to make the debt
service payment on the Series C and D bonds.  This was followed by
a notice on August 10, 2005, stating that the borrower instructed
the trustee to make the missed debt service payment on the Series
C and D bonds on August 12, 2005.  The trustee made this payment
in part by tapping the debt service reserve funds for the
subordinate and junior subordinate bonds.

Subsequently, on Dec. 4, 2005, the trustee issued another notice
indicating that the borrower failed to make the debt service
payment on the two subordinate series of bonds on Dec. 1, 2005.
There have been no further notices of default since December 2005.
However, the property manager and the trustee both indicated that
no debt service payment was made in June 2006, and they do not
expect payment to be made in December 2006 for the Series C and D
bonds. According to the Trust Indenture, as long as the Series A
bonds are outstanding, a missed payment on the subordinate bonds
does not constitute an even of default.  As such, there is no
remedy available to subordinate bondholders.
Outlook

The outlook for the bonds has been changed to stable from
negative. The stable outlook reflects Moody's expectation that the
rating on the subordinate bonds is unlikely to move below Ca and
that debt service on the senior bonds will continue to be paid to
bondholders.

What could change the rating-up

Substantial increase in NOI, consistent payment of debt service on
the Series C bonds, and a replenishment of the debt service
reserve fund for the Series C bonds

What could change the rating-down

Tapping the debt service reserve fund for the Series A bonds;
reduction in commitment from owner and property manager.


TRIGEM COMPUTER: Receives Lone Bid from Human & Technology
----------------------------------------------------------
Human & Technology Co. is the only bidder for TriGem Computer,
Inc.'s assets, Bloomberg News reports citing the South Korean
Maeil Business Newspaper.  The newspaper, in turn, cited an
unidentified official at Samjong KPMG, the accounting firm
arranging the sale, as its source.

Other potential bidders, including Lenovo Group, Ltd., and MBK
Partners, dropped out, Bloomberg adds.

As reported in the Troubled Company Reporter on Sept. 11, 2006,
TriGem received letters of interest from Lenovo Group, Ltd., and
nine other interested parties.

Yeon Jong Hyun, finance officer of Human & Technology, said he
expects his company to get exclusive negotiating rights with
TriGem as early as, Bloomberg relates.  Mr. Yeon declined to
disclose the amount of Human & Technology's offer.

Based in Cheongju, South Korea, Human & Technology makes hard-
disk drives.  It seeks to acquire TriGem to expand its product
line-up, according to Bloomberg.

In August 2006, TriGem received letters of interest from 10
interested parties, including Lenovo, MBK and Japanese PC maker
MCJ Co., Ltd.

Lenovo had denied it submitted a bid.  William Amelio, Lenovo's
chief executive officer, admitted that TriGem representatives
approached the Chinese PC maker, according to Reuters.  Mr.
Amelio told Reuters that a deal with TriGem is not forthcoming.

MBK Partners is a private equity fund established in 2005 by
former members of the Carlyle Fund, according to The Dong-A Ilbo
newspaper.

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year to
clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod, Esq.,
at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.  TriGem America Corporation,
an affiliate of the Debtor, filed for chapter 11 protection on
June 3, 2005 (Bankr. C.D. Calif. Case No. 05-13972).  TriGem
Texas, Inc., another affiliate of the Debtor, also filed for
chapter 11 protection on June 8, 2005 (Bankr. C.D. Calif. Case No.
05-14047). (TriGem Bankruptcy News, Issue No. 7 Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or
215/945-7000)


TRIGEM COMPUTER: Disposes Stake in Korea ePlatform
--------------------------------------------------
TriGem Computer, Inc., has sold all of its interests in Korea
ePlatform, according to Reuters Key Development.  TriGem held
104,166 common shares of Korea ePlatform, totaling
KRW4,999,968,000.

Korea ePlatform provides e-marketplace services.

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year to
clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod, Esq.,
at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.  TriGem America Corporation,
an affiliate of the Debtor, filed for chapter 11 protection on
June 3, 2005 (Bankr. C.D. Calif. Case No. 05-13972).  TriGem
Texas, Inc., another affiliate of the Debtor, also filed for
chapter 11 protection on June 8, 2005 (Bankr. C.D. Calif. Case No.
05-14047). (TriGem Bankruptcy News, Issue No. 7 Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or
215/945-7000)


TRIGEM COMPUTER: Inks Pact with Gateway on Stay Modification
------------------------------------------------------------
In a stipulation approved by the Hon. Thomas Donovan of the U.S.
Bankruptcy Court for the Central District of California, Il-Hwan
Park, the foreign representative of TriGem Computer, Inc., and
Gateway, Inc., and its affiliates agree to a limited modification
of the automatic stay imposed in TriGem's Chapter 15 case.

The parties agree that the Gateway Entities may proceed with
their interpleader and request for a judicial determination
binding on TriGem and the Foreign Representative, as to whom the
Gateway Entities owe obligations pursuant to the Original Design
and Manufacture Agreement.

The Gateway Entities, however, are stayed from asserting
affirmative recoveries or other claims against TriGem or the
Foreign Representative.

TriGem assembles and delivers computers to be sold under
Gateway's eMachines label pursuant to the ODM Agreement.

As reported in the Troubled Company Reporter on Sept. 11, 2006,
Gateway and its affiliates asked the Court to lift the automatic
stay imposed in TriGem's Chapter 15 case so they may include
TriGem in a lawsuit filed by TriGem America Corporation.

TGA sued Gateway, Gateway Companies, Inc., and eMachines, Inc.,
in April 2006 to recover $14,954,560 plus interest for unpaid
invoices on account of computers sold by TriGem.  The complaint
alleged that beginning in October 2004, the Gateway Entities
ceased making payments on deliveries, despite TGA's repeated
demands.  TGA is a wholly owned U.S. subsidiary of TriGem.

TriGem has not taken any action to:

    (i) collect any amounts allegedly owed under the ODM Agreement
        for delivered computers;

   (ii) redesignate any other party to collect payments; or

  (iii) assert rights in the Adversary Proceeding.

Notwithstanding repeated requests by TGA and the Gateway
Entities, TriGem has refused to disclaim any interest it may have
in the funds owed under the ODM Agreement.

TGA filed a separate Chapter 11 case in June 2005 before the U.S.
Bankruptcy Court for the Central District of California, Santa
Ana Division.  TGA's lawsuit is pending before that court.

TriGem and the Foreign Representative clarify that, by entering
into the Stipulation, they neither consent to nor submit to the
personal jurisdiction of the Santa Ana Bankruptcy Court or any
other U.S. courts.

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year to
clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod, Esq.,
at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.  TriGem America Corporation,
an affiliate of the Debtor, filed for chapter 11 protection on
June 3, 2005 (Bankr. C.D. Calif. Case No. 05-13972).  TriGem
Texas, Inc., another affiliate of the Debtor, also filed for
chapter 11 protection on June 8, 2005 (Bankr. C.D. Calif. Case No.
05-14047). (TriGem Bankruptcy News, Issue No. 7 Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or
215/945-7000)


TRI-UNION: Plains Mktg. Prevails in Defense of Alleged Preference
-----------------------------------------------------------------
Jeffrey Compton, the Trustee of the Tri-Union Class 4A Creditors'
Trust created under the terms of the Fourth Amended Plan of
Reorganization confirmed in Tri-Union Development Corporation and
its debtor-affiliate's on Sept. 30, 2004, sued Plains Marketing
L.P. to recover a preferential payment pursuant to 11 U.S.C. Sec.
547(b) (Bankr. S.D. Tex. Adv. Pro. No. 05-3758).  Plains asserts
the affirmative defense of Sec. 547(c), namely, that the transfer
was made in the ordinary course of business and may not be
avoided.  Plains also asserts the affirmative defense of
constructive trust.

On July 20, 2006, the Honorable Marvin Isgur held a trial.  The
Trustee's case in chief, asserting that a Sec. 547(b) transfer was
made, was stipulated to by Plains.  Consequently, the only issues
to be resolved are Plains' defenses.  At the conclusion of the
evidence, the Court requested briefing on whether a first-time
event can qualify as within the ordinary course of business for
the purposes of Sec. 547(c).  Both parties timely submitted
briefs.

In a decision published at 2006 WL 2587621, Judge Isgur concludes
that the transfer qualifies as a transfer in the ordinary course
of business.  Consequently, the Trustee is not entitled to recover
the transferred funds as a preference from Plains.

The Debtor and Plains had a relationship spanning over two years.
Beginning in May 2001, Plains would buy oil from Tri-Union's
Eugene Island Block 277 Lease.  On a monthly basis, Tri-Union
would nominate [an industry term; in short, an estimate of the
quantity of oil a producer expects to ship to a buyer] the number
of barrels it expected to deliver to Plains.  Delivery was
typically made via a third party gathering system.  On the 10th
working day of each month, Plains would close the books on the
prior month's oil production.  Usually, before the books were
closed, the third party would deliver "run tickets" detailing the
number of barrels delivered by Tri-Union and sold to Plains.
Books would usually be closed based on these run tickets.
Adjustments to the quantities specified in the run tickets, as
well as adjustments to estimates of quality were often made after
the books were closed.  Payment was always made on the 20th
calendar day of each month.  Often times, the estimates of
quantity and quality were still not resolved by the payment date.
This led to a system of constant reconciliations between the two
parties as estimates were eventually resolved.  In some cases, run
tickets were not timely received, and Plains would close its books
based on nominations.  Later, when run tickets were received, the
parties would reconcile the difference against future months.

Overpayments and underpayments were a routine part of a monthly
"true up" that matched actual deliveries to estimated deliveries.
What is at issue in this case is the method in which the "true up"
of the overpayment by Plains for the July 2003 Oil was resolved.
Was the true-up transfer made "in the ordinary course of business
or financial affairs of the debtor and the transferee"?

For July 2003 Oil, Plains booked its barrels bought from the EI
277 lease based on a nomination.  The number of barrels was booked
on August 13, 2003.  That night -- four days prior to Tri-Union
filing for bankruptcy -- a direct deposit of $94,348.50 was
scheduled.  This deposit, like Plains' other direct deposits,
could not be reversed once it was scheduled.  On August 18, 2003,
Plains received notice from Tri-Union that the EI 277 lease was
shut in and would not be producing oil until further notice.
Consequently, Plains zeroed out its books by recording a negative
barrel production equal to the nomination.  At this point, Plains
had overpaid Tri-Union for July production by $94,348.50.

On Sept. 16, 2003, Grace Munn, a Plains employee in the Revenue
Accounting Department, noticed that Tri-Union was in credit
suspense for approximately $95,000.  She also noticed that EI 277
had not been producing.  Ms. Munn inquired with Plains as to the
status of the EI 277 lease and was told "Since July 1, 2003 this
lease has been shut in and will not be active again until further
notice.  I think they are going to dismantle this line; so I
wouldn't hold my breathe [sic] for it to start again."  The next
day, Patricia Banzhof emailed Tri-Union and asked "Do you know if
this block will be coming back on anytime or shut down
permanently?  How do you want to handle this credit suspense?"
Tri-Union answered "I don't know when EI 277 is be [sic] coming
back on line, but I don't think it is any time soon.  I think the
best way to handle the credit is to send an invoice."

An invoice was sent to Tri-Union stating that the sum of
$94,384.50 was paid for 3,100 barrels that were never delivered.
Therefore, $94,348.50 was due to Plains.  The invoice included
wiring instructions.  Tri-Union wired the amount to Plains on
October 16, 2003.  Tri-Union declared bankruptcy on October 20,
2003.

In evaluating the transfer in question, and comparing it to past
transfers between the parties, the Court finds that the
circumstances surrounding this transfer are unique.  In the case
of past overpayments, future production was always expected, and
overpayments were held pending eventual offset.  However, in this
situation, no future production was expected, hence there could be
no future offsets.  The transfer under review was the result of a
new event in the relationship of the parties-the permanent shut-in
of well EI 277, with an overpayment not yet resolved.

             Sui Generis & Ordinary Course of Business

Judge Isgur observes that courts are split on whether a one time
event can qualify as within the ordinary course of business
between two parties.  A minority of courts have articulated a per
se rule that a one time transfer cannot qualify as a transfer in
the ordinary course of business for the purposes of Sec.
547(c)(2)(B).  In re Winters, 182 B.R. 26, 29 (Bankr. E.D. Ky.
1995)("[547(c)(2)] does not apply to single, isolated
transactions. . . ."); In re Brown Transport Truckload, Inc., 152
B.R. 690, 692 ("If there is no prior course of dealings between
the parties, the transferee cannot satisfy [ 547(c)(2)(B)], and
the transfer may be avoided.").  However, the focus of courts
applying such a rule is that there were no past dealings between
the parties, and thus no ordinary course of business.  That is not
the case in the present action.  The Debtor and Plains had many
dealings over the course of the years.  However, the permanent
shut-in of production presented a new problem that had to be
addressed within that historic relationship.

In its post-trial brief on this issue, the Trustee states that "If
the Court finds this was a one-of-a-kind event, there is no legal
basis for finding it was in the ordinary course."  Judge Isgur
disagrees.  "Obviously every borrower who does something in the
ordinary course of her affairs must, at some point, have done it
for the first time.  We hold that . . . a transaction can be in
the ordinary course of financial affairs even if it is the first
such transaction undertaken by the customer."  In re Finn, 909
F.2d 903, 908 (6th Cir. 1990).  Accord Kleven v. Household Bank,
F.S.B., 334 F.3d 638 (7th Cir. 2003).  Judge Isgur agrees that "an
appropriate ordinary course analysis requires a recognition that a
variety of events in the course of the parties' business history
may be found ordinary, even though these events never occurred in
the parties' history."  In re Roberds, Inc., 315 B.R. 443, 461
(Bankr. S.D. Ohio 2004).

"[T]he particulars of the transaction that the Trustee seeks to
avoid were not unusual," Judge Isgur says.  "New events arise
within a business relationship.  Such events are not excluded from
the ordinary course of business exception simply because they have
not arisen before.  In a situation when such an event occurs, a
fact intensive evaluation of the event must occur.  In this case,
the well from which Plains was buying oil was permanently shut-in
for the first time in the relationship of the parties. There was
an overpayment due to Plains, which typically would have been
credited against future balances.  Since there would be no future
balances, Tri-Union returned the overpayment via a direct deposit,
thereby equalizing the account. The action was ordinary for the
sake of Sec. 547(c)(2)(B)."

Headquartered in Houston, Texas, Tri-Union Development Corporation
is an independent oil and natural gas company engaged in the
acquisition, development, exploration and production of oil and
natural gas properties.  The Company filed for chapter 11
protection on October 20, 2003 (Bankr. S.D. Tex. Case No.
03-44908).  Charles A Beckham, Jr., Esq., Eric B. Terry, Esq.,
JoAnn Lippman, Esq., and Patrick Lamont Hughes, Esq., at Haynes &
Boone represent the Debtors in their restructuring efforts, which
culminated in confirmation of the Company's Fourth Amended Plan of
Reorganization on Sept. 30, 2004.

As of March 31, 2003, the Debtors listed $117,620,142 in total
assets and $167,519,109 in total debts.


TYSON FOODS: Resolves Government Hiring Concerns in Six Locations
-----------------------------------------------------------------
Tyson Foods, Inc., has resolved a disagreement with the Office of
Federal Contract Compliance Programs over employment practices
involving five locations in Arkansas and one in Oklahoma.

The OFCCP conducted compliance evaluations of Tyson hiring
activity from 2002 to 2004 at poultry plants in Grannis,
Clarksville, Berryville and Van Buren, Arkansas, and Broken Bow,
Oklahoma, as well as a Springdale, Arkansas, trucking operation.
Based on statistical analyses, the federal agency subsequently
alleged the company discriminated against certain female and
minority job applicants for entry-level production jobs and some
trucking positions.  Tyson officials denied the claim, stating
there were legitimate non-discriminatory reasons for not hiring
the applicants.  However, the company acknowledged that its
defense of this position was hampered by the passage of time since
the reviews began and incomplete documentation of its selection
processes at these locations.

Tyson Foods has since implemented new procedures to ensure the
company retains all relevant documentation of its selection
processes and is also conducting more frequent audits of its
employment practices.  In addition, in an effort to avoid costly
and protracted litigation, Tyson has agreed to pay $1.5 million to
approximately 2,500 women and minorities who were not hired during
the period involved and to make employment offers to some of those
individuals who are still interested in working for the company.

"We have a history of working cooperatively with the OFCCP and
remain committed to treating all job applicants fairly," said Ken
Kimbro, senior vice president of Human Resources for Tyson Foods.
"Tyson has a very diverse workforce and strict policies
prohibiting discrimination in the workplace.  We also communicate
our position against discrimination through our Core Values and
Team Member Bill of Rights."

During the time period covered by the OFCCP reviews, Tyson's
representation of minorities at the named processing plants
averaged 59% while the number of females was 49%.

It is Tyson Foods' policy to provide a work environment free of
unlawful harassment and discrimination.  This position is also
reinforced by the company's Code of Conduct, which all Team
Members are required to follow.

Tyson supports diversity and inclusion in the workplace, through
the company's Office of Diversity Business Practices and its
Executive Diversity Business Council, led by Chairman John Tyson.
Last year the Council initiated the creation of a new program
designed to identify and develop promising workers for upward
movement within the company.  This effort includes specific
attention to the development and advancement of women and
minorities.

The OFCCP is part of the U.S. Department of Labor's Employment
Standards Administration.  The agency is responsible for ensuring
that employers doing business with the federal government comply
with the laws and regulations requiring nondiscrimination and
affirmative action.

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of
chicken, beef, and pork.  The company produces a wide variety of
protein-based and prepared food products, which are marketed under
the "Powered by Tyson(TM)" strategy.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Standard & Poor's Ratings Services assigned its 'BBB-' rating
to Springdale, Arkansas-based meat processor Tyson Foods Inc.'s
$1 billion unsecured revolving credit facility maturing
Sept. 10, 2010, guaranteed by wholly owned subsidiary Tyson
Fresh Meats Inc. (formerly IBP Inc.).

At the same time, Standard & Poor's lowered its rating on
$2.1 billion of the company's outstanding senior unsecured debt to
'BB+' from 'BBB-' because these debt issues do not have the
benefit of the Tyson Fresh Meats guarantee, which was recently
provided to the holders of Tyson's 6.6% notes due 2016.

As reported in the Troubled Company Reporter on Sept. 21, 2006,
Moody's Investors Service took a number of rating actions in
relation to Tyson assigned a Ba1 rating to Tyson Foods, Inc.'s
$1 billion senior unsecured bank credit facility and to a
$345 million senior unsecured bank term loan for Tyson's Lakeside
Farms Industries Ltd. subsidiary, under a full Tyson Foods, Inc.
guarantee; affirmed Tyson's Ba1 corporate family rating, its Not
Prime short term rating and its SGL-3 speculative grade liquidity
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 long term ratings continues to be
negative.


UNITY WIRELESS: Provides Update on Business Strategy for Growth
---------------------------------------------------------------
Unity Wireless Corporation provides an update to its stockholders
and the investment community on the Company's business strategy
for growth in the highly competitive wireless infrastructure
market.

"As we were coming to the end of 2005, we realized that in order
to position Unity Wireless as a strong competitor in this market
we needed to grow both internally and by identifying strategic,
revenue generating, acquisition targets to quickly gain critical
mass," Ilan Kenig, President and CEO of Unity Wireless, commented.
"By combining synergistic companies, we achieved the critical mass
we desired while also re-positioning Unity Wireless with a greater
breadth of product offerings and the larger size and capability
required to win increasingly larger orders and opportunities.  We
see this strategy as actually walking in the footsteps of such
companies as Powerwave and Andrew, the two largest competitors in
our industry."

These timeline describes the acquisition of three complementary
Israeli-based wireless technology companies, together having
attracted over $100 million of investment capital, and the
resulting combination of operations:

   -- On Feb. 10, Unity Wireless signed a definitive agreement to
      acquire Avantry Ltd., bringing to Unity Wireless a complete
      point-to-point microwave radio product line used to
      transport (backhaul) voice and data traffic in wireless and
      wireline communications networks.  This acquisition closed
      on June 8, 2006.

   -- On May 16, Unity Wireless signed a definitive agreement to
      acquire coverage solutions developer Celerica, Inc., and
      that it was in negotiations to acquire a third company,
      later to be identified as Celletra Ltd.

   -- On July 6, Unity Wireless closed on the acquisition of
      Celerica Inc. a developer of coverage enhancement solutions
      for 2G and 3G wireless networks, effective July 4, 2006.

   -- On Aug. 18, Unity Wireless closed on the acquisition of
      Celletra Ltd., a supplier of coverage enhancement solutions
      for 2G and 3G wireless networks, effective Aug. 17, 2006.

   -- On Aug. 23, three new Directors would join the Board of
      Directors of Unity Wireless: David Goldschmidt, Ran Shahor
      and Amir Gal-Or, each of them Managing Directors of leading
      Israeli venture capital funds and very familiar with the
      wireless industry having previously served on the board of
      recently acquired Celletra Ltd.

   -- On Sept. 6, Unity Wireless completed the consolidation of
      the operations of the three recently acquired Israel-based
      companies, Celletra, Avantry and Celerica, into one
      facility, harmonized its sales and marketing initiatives
      under the Unity Wireless brand.  With the combining of
      workforces and consolidating of the facilities of the three
      acquired companies into one location, Unity was able to
      reduce employee headcount in Israel from approximately 135
      to 80 people.

The recently closed acquisitions will contribute to the Company's
rapid growth rate for the remainder of FY2006 and beyond.
Consolidated revenue for the full financial year 2006, which
includes revenue from continuing operations of Unity Wireless,
plus proforma revenue of the acquired companies for the same
period, is expected to exceed $15 million, an increase of three-
fold over Unity Wireless Corporation's FY2005 revenue.  Management
also expects consolidated revenue in FY2007 will double FY2006 to
more than $30 million.  Based on preliminary analysis and
notwithstanding expected and/or unexpected restructuring costs, it
is believed that the Company is likely to achieve profitable
operations at a point in the fourth quarter of FY2006 with
profitable performance expected in FY2007.

Mr. Kenig said, "We are now positioned with an impressive array of
product offerings for wireless network operators and OEMs
(Original Equipment Manufacturers), and are quickly becoming
accepted as a serious 'bidder' for increasingly large wireless
systems requirements.  Our focus is solely set on Unity Wireless
consistently being recognized as the clear '3rd' major provider of
infrastructure components and systems, behind such companies as
Powerwave and Andrew.

"Thanks to the support of our stockholders, board of directors,
and the confidence vested in Unity Wireless by the leadership and
investors in Celletra, Celerica and Avantry, we look to a very
bright future for our new combined company."

                       About Unity Wireless

Based in Bellingham, Washington, Unity Wireless Corporation
(OTCBB: UTYW) -- http://www.unitywireless.com/-- is a developer
of wireless subsystems and coverage-enhancement solutions for
wireless communications networks.

At June 30, the Company's Balance sheet showed a stockholders'
deficit of $2,370,166, compared to a deficit of $760,000 at
Dec. 31, 2005.

                        Going Concern Doubt

KPMG LLP expressed doubt about Unity Wireless' ability to continue
as a going concern after auditing the Company's 2005 financial
statements.  The auditing firm pointed to the Company's recurring
losses from operations.


UNIVERSAL PROPERTY: Accumulated Deficit Tops $32.8 Mil. at June 30
------------------------------------------------------------------
Universal Property Development & Acquisition Corp. filed its third
quarter financial statements for the three months ended
June 30, 2006, with the Securities and Exchange Commission.

The Company reported a $343,518 net loss on $1.1 million of net
revenues for the three months ended June 30, 2006, compared with a
$384,154 net loss on zero revenues in the prior year.

As of June 30, 2006, the Company's accumulated deficit widened to
$32.8 million from $28.3 million of deficit at June 30, 2005.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?12c9

                        Going Concern Doubt

KBL, LLP expressed substantial doubt about Universal Property's
ability to continue as a going concern after it audited the
Company's financial statements for the years ended Dec. 31, 2005,
and Dec. 31, 2004.  The auditing firm pointed to the Company's
recurring losses from operations, and is dependent upon the sale
of equity securities to provide sufficient working capital to
maintain continuity.

Headquartered in Juno Beach, Florida, Universal Property
Development & Acquisition Corp. is a holding company that operates
through the formation of joint ventures with other entities in the
oil and natural gas acquisition, development and production
industry.  Its current operating joint ventues are Canyon Creek
Oil & Gas, Inc., West Oil & Gas, Inc., Winrock Energy, Inc., Texas
Energy, Inc. and UPDA Petro Trading, Inc.


US LEC: June 30 Balance Sheet Upside-Down by $272.9 Million
-----------------------------------------------------------
US LEC Corp. reported a $3.1 million net loss on $106.6 million of
net revenues for the three months ended June 30, 2006, compared
with a $4.7 million net loss on $95.3 million of net revenues in
2005.

At June 30, 2006, the Company's balance sheet showed
$240.6 million in total assets and $513.5 million in total
liabilities, resulting in a $272.9 million stockholders' deficit.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?12ca

                           About US LEC

Headquartered in Charlotte, North Carolina, US LEC Corp. --
http://www.uslec.com/-- is a full service provider of IP, data
and voice solutions to medium and large businesses and enterprise
organizations throughout 16 eastern states and the District of
Columbia.  US LEC offers advanced, IP-based, data and voice
services such as MPLS VPN and Ethernet, as well as comprehensive
Dynamic T(SM) VoIP-enabled services and features.  The company
also offers local and long distance services and data services
such as frame relay, Multi-Link Frame Relay and ATM.  US LEC
provides a broad array of complementary services, including
conferencing, data backup and recovery, data center services and
Web hosting, as well as managed firewall and router services for
advanced data networking.  US LEC also offers selected voice
services in 27 additional states and provides enhanced data
services, selected Internet services and MegaPOP(R) nationwide.

                           *     *     *

US LEC Corp.'s $150 million 12.71625% 2nd priority senior secured
floating rate notes due 2009 carry Moody's B3 and Standard &
Poor's B- ratings.

Moody's also junked US LEC's long term corporate family rating to
Caa1.  All ratings were placed in September 2004.


UTILITY CRAFT: Hires Hale Resources as Bankruptcy Consultant
------------------------------------------------------------
Utility Craft, Inc., dba Wood Armfield Furniture, obtained
permission from the U.S. Bankruptcy Court for the Middle District
of North Carolina to employ Hale Resources, Inc., as its
bankruptcy consultant, nunc pro tunc to July 20, 2006.

As reported in the Troubled Company Reporter on Sept. 22, 2006,
Hale Resources will:

     a) prepare the Debtor's schedules of assets and liabilities;

     b) prepare the Debtor's statement of financial affairs;

     c) prepare the Debtor's cash collateral budget;

     d) prepare the Debtor's monthly reports; and

     e) attend to other matters related to the financial condition
        and financial reporting requirements of the Debtor during
        its bankruptcy proceeding.

The firm will bill $1,730.99 per week on a bi-weekly basis for
this engagement.

In addition, the firm will receive a 5% bonus in the event the
holding company holds an income of zero or more for the period
April 1, 2006, to March 31, 2007, and a 15% bonus if the North
Carolina and the Virginia companies hold an income of zero or more
for the period April 1, 2006, to March 31, 2007.

Robert A. Hale assured the Court that the firm does not hold any
interest adverse to the Debtor's estate.

Headquartered in High Point, North Carolina, Utility Craft, Inc.,
dba Wood Armfield Furniture, specializes in manufacturing high
quality furniture and accessories.  The Company filed for chapter
11 protection on July 20, 2006 (Bankr. M.D. N.C. Case No. 06-
10816).  Christine L. Myatt, Esq., Benjamin A. Kahn, Esq., J.
David Yarbrough, Jr., Esq., at Nexsen Pruet Adams Kleemeier, PLLC,
represents the Debtor in its restructuring efforts.  Judy D.
Thompson, Esq., Deborah M. Tyson, Esq., Diane Furr, Esq., at
Poyner & Spruill, LLP, serves the Official Committee of Unsecured
Creditors.  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.


VISIPHOR CORP: Board Appoints Michael Hilton as President and COO
-----------------------------------------------------------------
Visiphor Corporation entered into a consulting agreement with MIVA
Holdings, Inc., whereby MIVA agreed to provide consulting services
and to cause Michael J. Hilton to perform the responsibilities and
duties of president and chief operating officer for and on behalf
of the Company.

The compensation for the services of Mr. Hilton to be paid to MIVA
includes a monthly fee of CDN$15,000.

The Company disclosed that its Board of Directors appointed
Mr. Hilton, effective Sept 21, 2006, as president and chief
operating officer.  Wayne Smith, chief financial officer, had been
serving as chief operating officer prior to Mr. Hilton's
appointment.

Mr. Hilton joined the Company in Nov. 2005 as senior vice
president following the acquisition of Sunaptic Solutions
Incorporated by the Company.  Mr. Hilton had served as president
of Sunaptic from Nov. 2002 until Nov. 2005.  Prior to his position
with Sunaptic, Mr. Hilton was vice president, Sales, for Global
eBiz from May 2002 until Oct. 2002.  Mr. Hilton was also vice
president, Network Services, of BMS Communications from March 1999
until Nov.  Mr. Hilton holds a Bachelor of Science Degree in
Computer Science from Simon Fraser University and has extensive
experience in technology-based businesses, including software
development, enterprise information systems and business process
consulting.

The Company further disclosed that Mr. Hilton has not had any
interest in any transaction within the last two years, or in any
proposed transaction to which the Company was or is to be a party.

A full-text copy of the Consulting Agreement between Visiphor
Corporation and MIVA Holdings Inc., dated Sept. 16, 2006, may be
viewed at no charge at http://ResearchArchives.com/t/s?12c5

Based in Burnaby, British Columbia, Visiphor Corporation
(OTCBB: VISRF; TSX-V: VIS; DE: IGYA) --
http://www.imagistechnologies.com/-- fka Imagis Technologies Inc,
specializes in developing and marketing software products that
enable integrated access to applications and databases.  The
company also develops solutions that automate law enforcement
procedures and evidence handling.  These solutions often
incorporate Visiphor's proprietary facial recognition algorithms
and tools.  Using industry standard "Web Services", Visiphor
delivers a secure and economical approach to true, real-time
application interoperability.  The corresponding product suite is
referred to as the Briyante Integration Environment.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 24, 2005,
KPMG LLP expressed substantial doubt about Visiphor's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.
The auditing firm pointed to the Company's recurring losses from
operations, deficiency in operating cash flow and deficiency in
working capital.


VOUGHT AIRCRAFT: 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, the rating agency confirmed its B2 Corporate
Family Rating for Vought Aircraft Industries Inc.  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. Secured
   Revolving Credit
   Facility due 2010       B1      Ba2     LGD2       17%

   Sr. Secured Term
   Loan due 2011           B1      Ba2     LGD2       17%

   8% Sr. Unsecured
   Notes due 2011          B3      B3      LGD5       72%

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 Dallas, Texas, Vought Aircraft Industries, Inc,
is a privately held company controlled by The Carlyle Group.
The company is the largest independent developer and producer
of structural assemblies, which include complete fuselages, wing
assemblies, empennages, aircraft doors, nacelles, and control
surfaces for commercial, military, and business aircraft.  Vought
had LTM March 2006 revenues of $1.35 billion.


WERNER LADDER: Panel Wants to Retain Neil Minihane as Consultant
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Werner Holding Co. (DE), Inc., aka Werner
Ladder Company, and its debtor-affiliates, asks approval from the
U.S. Bankruptcy Court for the District of Delaware to retain Neil
J. Minihane as its consultant, nunc pro tunc to Aug. 24, 2006.

Werner Holding Co. endeavors to shift their operations to a
lower cost environment in Mexico to remain competitive.  The
transition of operations from Chicago, Illinois, to Juarez,
Mexico, is integral to the Debtors' business plan.

On Aug. 24, 2006, Committee representatives and Mr. Minihane
traveled to Juarez.  As a result of the trip, the need to retain
a consultant became apparent.  The Committee says that it must be
able to assess the costs and benefits, and the appropriate timing
of the transition.  A consultant would assist the Committee in
its evaluation of the complex business, financial and economic
issues raised by the Debtors' transition of operations to Mexico.

Mr. Minihane is an operations consultant with significant
expertise in transitions from the United States to Mexico, as
well as in restructurings and distressed situations.  The
Committee believes the consultant's retention is reasonable,
appropriate, and is in the estate's best interest.

Pursuant to an Engagement Letter dated Sept. 7, 2006 with the
Committee, Mr. Minihane agrees to:

   (a) review and analyze the Debtors' historical financial and
       operations data relating to their operations in Chicago,
       Illinois and Juarez, Mexico, including, profits and loss
       information and cash usage analyses relating to these
       facilities;

   (b) assess and periodically advise the Committee regarding the
       status and progress of the transition of the Debtors'
       operations from Chicago to Juarez, and provide suggestions
       or recommendations as may be appropriate or necessary;

   (c) advise and attend meetings of the Committee and its
       professionals, as appropriate;

   (d) advise and attend meetings with third parties, including
       the Debtors, as may be requested by the Committee, or
       otherwise necessary or appropriate to perform the
       services;

   (e) prepare and deliver to the Committee a written report on
       the status and progress of the transition of the Debtors'
       operations from Chicago to Juarez, and containing
       suggestions, recommendations and concerns relating to the
       transition;

   (f) be reasonably available for follow-up questions by the
       Committee concerning the report;

Mr. Minihane will be:

   (i) paid $15,000 per week, for a period of four weeks, or as
       extended by Court order, commencing upon Court approval of
       the Application; and

  (ii) reimbursed for reasonable and necessary expenses relating
       to the services provided.

The Committee seeks the Court's permission to pay Mr. Minihane a
$15,000 advance retainer upon Court approval of the Application,
and to pay 85% of the subsequent weekly payments, on an interim
basis, at the beginning of each week thereafter.  The Committee
believes it is reasonable to allow Mr. Minihane to receive
interim compensation as services are performed because he is just
finishing up a current assignment and is not employed by a large
company.

Pursuant to the Engagement Letter, the parties agree that the
Debtors' estates will indemnify, hold harmless and defend
Mr. Minihane from and against any and all claims and liabilities
that he may become obligated for, unless the liability is
judicially determined to have arisen primarily from his gross
negligence or willful misconduct.

Mr. Minahe assures the Court that he does not hold or represent
an interest adverse to the Committee or the bankruptcy estates.
He is a "disinterested person" as that term is defined in Section
101 (14) of the Bankruptcy Code.

                        About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Wants to Hire Mercer as Human Resources Consultant
-----------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates, ask the U.S. Bankruptcy Court for the District
of Delaware for permission to employ Mercer Human Resources
Consulting, Inc., in connection with the review of their
compensation and benefits program in their Chapter 11 cases, nunc
pro tunc to Aug. 10, 2006.

Specifically, Mercer will:

   (a) conduct a review of the Debtors' existing compensation and
       benefits programs and assist the Debtors in developing
       revised programs;

   (b) provide expert testimony, to the extent necessary, with
       regard to compensation benefits matters;

   (c) provide other services as agreed upon by the Debtors
       and Mercer.

Mercer will be paid on an hourly basis.  The rates charged by
Mercer's personnel range from $150 to $700 per hour.

Mercer will also seek reimbursement for reasonable travel and
out-of-pocket expenses that originate with outside vendors and
legal counsel retained by Mercer.

The Debtors will indemnify Mercer from any litigation costs
associated with actual or threatened actions, proceedings or
investigations relating to or arising out of its services
provided to the Debtors, except for the firm's gross negligence,
bad faith or willful misconduct.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
asserts that one of the most critical elements of the Debtors'
ability to successfully reorganize is a proper incentive
program for their employees.

With Mercer's assistance, the Debtors will be able to conform
their compensation programs to current market trends and thereby
develop an appropriate program at a reasonable cost,
Mr. Brady maintains.  He notes that the Debtors have filed two
motions to continue their employee compensation programs.  After
extensive discovery and two hearings, the Debtors only were able
to obtain partial relief on their request to make payments under
their Business Optimization Bonus plan.

The Debtors believe that it is important to hire Mercer in order
to:

   (a) evaluate, develop, and revise compensation and benefits
       programs designed to meet market standards and the
       Debtors' important goal of adequately compensating
       employees;

   (b) enable them to inform parties-in-interest, including the
       Creditors Committee, of market comparables; and

   (c) provide evidence to the Court, if necessary, as to the
       reasonableness of any program.

John Dempsey, a principal with Mercer, assures the Court that the
firm is a "disinterested person" pursuant to Sections 101(14) and
1107(b) of the Bankruptcy Code.

                        About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WESTERN APARTMENT: Files Disclosure Statement in Hawaii
-------------------------------------------------------
Western Apartment Supply & Maintenance Company unveiled to the
U.S. Bankruptcy Court for the District of Hawaii a Disclosure
Statement explaining its Chapter 11 Plan of reorganization.

Under the plan, Administrative Expense Claims, estimated at
$300,000, will be paid in full.  Likewise, Priority claims,
estimated at $266,708, will also be paid in full.

The Debtor tells the Court that La Jolla Loans, Inc.'s
$11.9 million secured claim is currently subject to ongoing
litigation that could significantly reduced the allowed portion of
the claim.  The Debtor says that the allowed claim, as determined
after the litigation, will be paid in full with interest at the
earlier of:

    (a) the sale of the Maui Oceanfront Inn;

    (b) the refinance of a loan on the Maui Inn; or

    (c) a foreclosure following the 48th month after the effective
        date of the plan.

The Debtor discloses that the principal balance of the Santero
Claim is $482,000 and is secured by a second mortgage lien of the
Maui Inn.  Santero's allowed claim will be paid in full with
interest at the earlier of:

    (a) the sale of the Maui Inn;

    (b) the refinance of a loan on the Maui Inn sufficient to pay
        the claim in full; or

    (c) a foreclosure following the 48th month after the effective
        date of the plan.

Santero's claim will be automatically subordinated to any new
financing in an amount not to exceed the payoff balance of La
Jolla.

Phoenix Asset Advisors, which holds a $1.5 million secured claim
against the Maui Inn in a third position, has agreed to
subordinate its claim and will receive no payment under the Plan
unless all classes, including unsecured claims, are paid in full.

The Debtor tells the Court that the principal balance of the Marc
Hotels Secured Claim is $311,000.  The Debtor says that since Marc
Hotels' claim is behind Phoenix Asset's, the Debtor will reserve
the right to object to the claim as a secured claim.

If the claim is allowed as an unsecured claim, it will be treated
as such.  Otherwise, the allowed claim will be paid in full at the
earlier of:

    (a) the sale of the Maui Inn;

    (b) the refinance of a loan on the Maui Inn sufficient to pay
        the claim in full; or

    (c) a foreclosure following the 48th month after the effective
        date of the plan.

Holders of Allowed General Unsecured Claims will be paid in full,
without interest, from their pro rata portion of any available
proceeds from the sale of the Maui Inn.  If Maui Inn is not sold,
the claims will be paid in full at 7% interest per annum, in
quarterly installments of an amount necessary to amortize the
claims over a 16-quarter period.

Carroll Davis holds shareholder loans against the Debtor.  Mr.
Davis' shareholder loans will be subordinated to the payment of
all other classes and will only be entitled to retain his equity
to the extent that all claims are paid in full with interest
except any claim of Phoenix Asset.

Grand pacific Financing Corporation will receive nothing under the
Plan.

                      About Western Apartment

Based in San Diego, California, Western Apartment Supply &
Maintenance owns a 73-room hotel in Maui, Hawaii known as the Best
Western Maui Oceanfront Inn.  The Company filed for chapter 11
protection on Jan. 12, 2004 (Bankr. D. Hawaii Case NO. 04-00072).
That case was dismissed on May 16, 2006.

The Debtor filed its second chapter 11 petition on Apr. 18, 2006
(Bankr. S.D. Calif. Case No. 06-00821).  Gustavo E. Bravo, Esq.,
and John L. Smaha, Esq., at Smaha and Daley, represent the Debtor.
When the Debtor filed for chapter 22, it listed total assets of
$18,045,054 and total debts of $18,131,069.

On June 30, 2006, at the request La Jolla Loans Inc., a secured
creditor, the U.S. Bankruptcy Court for the Southern District of
California transferred the Debtor's case to the U.S. Bankruptcy
Court for the District of Hawaii on July 1, 2006 (Bankr. D. Hawaii
Case No. 06-00459).  No Official Committee of Unsecured Creditors
has been appointed in the Debtor's bankruptcy proceedings.


WESTERN APARTMENT: Disclosure Statement Hearing Set on October 16
-----------------------------------------------------------------
The Hon. Robert B. Faris of the U.S. Bankruptcy Court for the
District of Hawaii set a hearing at 10:30 a.m., on Oct. 16, 2006,
to consider the adequacy of the Disclosure Statement explaining
Western Apartment Supply & Maintenance Company's Chapter 11 Plan
of Reorganization.

Based in San Diego, California, Western Apartment Supply &
Maintenance owns a 73-room hotel in Maui, Hawaii known as the Best
Western Maui Oceanfront Inn.  The Company filed for chapter 11
protection on Jan. 12, 2004 (Bankr. D. Hawaii Case NO. 04-00072).
That case was dismissed on May 16, 2006.

The Debtor filed its second chapter 11 petition on Apr. 18, 2006
(Bankr. S.D. Calif. Case No. 06-00821).  Gustavo E. Bravo, Esq.,
and John L. Smaha, Esq., at Smaha and Daley, represent the Debtor.
When the Debtor filed for chapter 22, it listed total assets of
$18,045,054 and total debts of $18,131,069.

On June 30, 2006, at the request La Jolla Loans Inc., a secured
creditor, the U.S. Bankruptcy Court for the Southern District of
California transferred the Debtor's case to the U.S. Bankruptcy
Court for the District of Hawaii on July 1, 2006 (Bankr. D. Hawaii
Case No. 06-00459).  No Official Committee of Unsecured Creditors
has been appointed in the Debtor's bankruptcy proceedings.


WHITE RIVER: Court Okays McGuireWoods LLP as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
allowed the Official Committee of Unsecured Creditors appointed in
White River Coal, Inc. and its debtor-affiliates' chapter 11 cases
to employ McGuireWoods LLP, as its bankruptcy counsel, nunc pro
tunc to May 22, 2006.

As reported on the Troubled Company Reporter on June 20, 2006,
McGuireWoods will:

    (a) advise the Committee with respect to its powers and
        duties under section 1103 of the Bankruptcy Code;

    (b) take all necessary action to preserve, protect and
        maximize the value of the Debtors' estates for the
        benefit of the Debtors' unsecured creditors, including
        but not limited to, investigating the acts, conduct,
        assets, liabilities, and financial condition of the
        Debtors, the operation of the Debtors' businesses and the
        desirability of the continuance of such business, and any
        other matter relevant to the case or to the formulation
        of a plan;

    (c) prepare on behalf of the Committee motions, applications,
        answers, orders, reports and papers that may be necessary
        to the Committee's interests in these chapter 11 cases;

    (d) participate in the formulation of a plan as may be in the
        best interests of the Committee and the unsecured
        creditors of the Debtors' estates;

    (e) represent the Committee's interests with respect to the
        Debtors' efforts to obtain post petition secured
        financing;

    (f) advise the Committee in connection with any potential
        sale of assets;

    (g) appear before the Court, any appellate courts, and
        protect the interests of the Committee and the value of
        the Debtors' estates before the courts;

    (h) consult with the Debtors' counsel on behalf of the
        Committee regarding tax, intellectual property, labor and
        employment, real estate, corporate, litigation matters,
        and general business operational issues; and

    (i) perform all other necessary legal services and provide
        all other necessary legal advice to the Committee in
        connection with the Debtors' chapter 11 cases.

Mark E. Freedlander, Esq., a partner at McGuireWoods, told the
Court that the Firm's attorneys bill between $190 and $525 per
hour while paralegals bill $145 per hour.

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

Based in Hazleton, Indiana, White River Coal, Inc., operates a
mining company.  The Company and its affiliates filed for chapter
11 protection on May 22, 2006 (Bankr. S.D. Ind. Case Nos. 06-70375
through 06-70379).  C.R. Bowles, Jr., Esq., at Greenbaum Doll &
McDonald PLLC, represents the Debtors in their restructuring
efforts.  When the Debtor filed for protection from their
creditors, they listed assets totaling $2 million and debts
totaling $35 million.


WHITE RIVER: Bankruptcy Court Okays Keat Bumb as Local Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
gave Whiter River Coal, Inc., and its debtor-affiliates permission
to employ Keat, Bumb, Vowels & LaPlante, PC, as their local
counsel, nunc pro tunc to May 22, 2006.

Keat Bumb is expected to:

     a) serve as attorneys of record in all aspects of these
        cases, except for any matters for which a special counsel
        for conflicts is employed, and in any adversary
        proceedings commenced in connection with these cases,
        except for any matters for which a special counsel of
        conflicts is employed, and to provide representation and
        legal advice to the Debtors throughout these cases;

     b) consult wit the U.S. Trustee, any statutory committee and
        its counsel, any unofficial committee and its counsel,
        and all other creditors and parties in interest
        concerning the administration of these cases;

     c) take all necessary steps to protect and preserve the
        Debtors' estates;

     d) assist in the disclosure and confirmation processes
        contemplated in these cases;

     e) assist with and providing counsel regarding coal,
        energy, mining and environmental matters; and

     f) provide all other legal services required by the Debtors
        and assist the Debtors in discharging their duties as
        debtor-in-possession in connection with these cases.

The firm received a retainer of $5,000 from the Debtor on
May 18, 2006.

The customary billing rates for the firm's professionals are:

     Designations                Hourly Rates
     ------------                ------------
     Members                         $195
     Paraprofessionals                $65

R. Stephen LaPlante, Esq., a member at Keat Bumb, assures the
court that his firm does not hold any interest adverse to the
Debtors' estates.

Mr. LaPante can be reached at;

     R. Stephen LaPlante
     Keat, Bumb, Vowels & LaPlante, PC
     915 Main Street, Suite 100
     P.O. Box 3326
     Evansville, IN 47732-3326
     Tel: (812) 421-1911
     Fax: (812) 421-1912

Based in Hazleton, Indiana, White River Coal, Inc., operates a
mining company.  The Company and its affiliates filed for chapter
11 protection on May 22, 2006 (Bankr. S.D. Ind. Case Nos. 06-70375
through 06-70379).  C.R. Bowles, Jr., Esq., at Greenbaum Doll &
McDonald PLLC, represents the Debtors in their restructuring
efforts.  When the Debtor filed for protection from their
creditors, they listed assets totaling $2 million and debts
totaling $35 million.


WIDEOPENWEST: Moody's Affirms Caa1 Second Lien Rating
-----------------------------------------------------
Moody's affirmed WideOpenWest Finance, LLC's B2 corporate family
rating, following the announcement of the Sigecom acquisition
(purchase price $114 million) and details of its financing.
Moody's also affirmed the company's stable outlook and B2
probability of default rating as well as the B1 first lien rating
(LGD3) and the Caa1 second lien rating (LGD6 from LGD5).

WOW's B2 corporate family rating reflects high financial risk and
Moody's view that WOW's position as an overbuilder magnifies the
challenges of an increasingly competitive environment.  WOW's
upgraded, efficient network, expectations for a fairly rapid
decline in leverage, management's strong track record, and the
meaningful equity contribution at the time of leveraged buyout,
however, support the ratings.

Moody's affirmed WOW's corporate family rating given the
relatively small size of the Sigecom acquisition and its marginal
impact on the company's leverage, despite being completely debt-
financed.  In Moody's opinion, the integration risk associated
with the transaction including the servicing of commercial
customers which historically has not been an area of focus for WOW
is balanced by the continued strong operating performance of the
core operations leading to modest de-leveraging over the near
term.

Affirmed:

   * B2 Corporate Family Rating
   * B2 PDR

Stable Outlook

   * 1st Lien Revolving Credit Facility -- B1, LGD3, 41%
   * 1st Lien Term Loan -- B1, LGD 3, 41%
   * 2nd Lien Term Loan -- Caa1, LGD 6, 91%

WideOpenWest Finance, LLC, is a competitive broadband provider
offering cable TV, high speed Internet services and telephony in
competition with incumbent wireline providers of the same services
in portions of Illinois, Michigan, and Ohio.  The company will
also provide these services in Indiana, following the completion
of Sigecom acquisition.  WOW's annual revenue is more than
$300 million and it maintains headquarters in Englewood, Colorado.


WINN-DIXIE: Wants to Assume Modified Cardtronics Agreement
----------------------------------------------------------
Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code and
Rules 6006 and 9019 of the Federal Rules of Bankruptcy Procedure,
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to allow them
to assume their Modified Agreement with Cardtronics.

As part of their store operations, the Debtors provide automatic
teller machines on store premises for use by their customers.
The ATMs are provided to the Debtors under the terms of an
agreement dated Jan. 10, 2001, between Winn-Dixie Stores,
Inc., and Cardtronics, assignee of XtraCash ATM, Inc.

Under the Prepetition Agreement, Cardtronics is compensated for
providing the ATMs through transaction or surcharge fees that are
charged to, and paid by, the users of the machines.  The Debtors
are paid for allowing Cardtronics to place the machines on store
premises.

The Debtors' payment rights have included an initial up-front
license fee of $24,000,000, and through the term a portion of the
transaction fees plus monthly maintenance fees and advertising
fees.

As a result of prepetition store closures, the Debtors were
obligated as of their bankruptcy filing to rebate to Cardtronics
nearly $2,500,000 of the license fee.  Cardtronics filed Claim No.
11170 alleging license rebate fees of $2,493,379, less a set-off
of $500,116 for maintenance fees owed to the Debtors.  Since their
bankruptcy filing, the Debtors have become obligated to rebate to
Cardtronics an additional amount of about $5,500,000.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, relates that due to the significant license rebate
obligation owed to Cardtronics, the Debtors carefully considered
the option of rejecting the Prepetition Agreement under Section
365(a) of the Bankruptcy Code.

After investigating the possibility of obtaining ATM services
from alternative providers, Mr. Baker says, the Debtors concluded
that they would be best served by negotiating with Cardtronics
for assumption of the Prepetition Agreement on agreed terms that
would include contractual modifications and license rebate
concessions.

Negotiations between the parties resulted in the fourth amendment
of the Prepetition Agreement.  In general terms, the amendment
provides:

    -- exclusive rights for Cardtronics to provide ATMs at the
       Debtors' stores;

    -- an extended contract term, continuing through January 31,
       2016;

    -- increased transaction fees intended to reflect market, but
       not exceeding $1.75 per transaction without mutual
       consent;

    -- payment to the Debtors of 50% of the incremental
       transaction fee increase over $1.00, in lieu of previous
       transaction fee payment rights;

    -- elimination of maintenance fee payments;

    -- implementation of service level standards to be followed
       by the Debtors, with penalties for non-compliance;

    -- a new liquidated damages formula that will apply to future
       store closures, replacing the current license fee rebate
       formula;

    -- conversion of the ATM communication protocol from the
       current dial up platform to the Debtors' frame network;
       and

    -- the right for Cardtronics to remove 25 of the 50 lowest
       performing ATMs.

The Postpetition Amendment also requires the Debtors to move to
assume the modified Prepetition Agreement with the assumption to
be effective as of the effective date of the Debtors' Joint Plan
of Reorganization.

In conjunction with the assumption of the Modified Agreement, the
parties have agreed that:

   (a) the Debtors will pay a $1,000,000 cure as an
       administrative expense claim; and

   (b) the balance of the Debtors' obligation to Cardtronics will
       be added to the amount of Claim No. 11170, resulting in an
       aggregate claim of $6,700,000, to be treated as a non-
       priority unsecured claim and classified as Class 14-
       Vendor/Supplier Claim under the Plan.

Mr. Baker says that the terms of the Postpetition Amendment
resolve all other claims by and between the parties under the
Prepetition Agreement.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 54; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WINN-DIXIE: Wants to Assume Six Negotiated Contracts
----------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to assume six contracts.  The Debtors also ask the Court to fix
the cure amounts for each of the Contracts.

As part of their restructuring, the Debtors have reviewed certain
contracts and analyzed the consequences and costs of assumption
or rejection.  The Contracts are:

    -- a product purchase agreement with Nature's Finest Candles,
       also known as RD Candle Company, dated October 2, 2003;

    -- a service agreement with T. K. Keith Company, dated
       June 1, 2001;

    -- an agency agreement with Western Union North America,
       effective as of May 1, 2003;

    -- product purchase agreements dated May 6, 2004 and
       February 18, 1998, with Rug Doctor LP;

    -- sales agreement with Boise Office Supply, now known as
       Office Max, dated August 26, 2003; and

    -- an IT-hardware lease with Xerox Special Information
       Systems, a business unit of Xerox Corp.

Having determined that the Contracts are necessary in their
business operations, the Debtors negotiated with counterparties
as to the terms of the assumption of the Contracts, Cynthia C.
Jackson, Esq., at Smith Hulsey & Busey, in Jacksonville, Florida,
relates.

According to Ms. Jackson, the Counterparties have agreed to these
terms:

     Counterparty          Negotiated Terms
     ------------          ----------------
     Nature's Finest       waives right to payment of cure;
                           Claim No. 31458 asserting $56,062
                           will be disallowed in its entirety

     T.K. Keith            waives right to payment of cure;
                           Claim No. 519 asserting $7,544 and
                           Claim No. 6233 asserting $5,708 will
                           be disallowed in their entirety

     Western Union         agrees that all defaults under the
                           contract have been cured or waived

     Rug Doctor            waives right to cure payment; Claim
                           No. 34105 asserting $146,343 will be
                           disallowed and expunged in its
                           entirety; Claim No. 6451 asserting
                           $509,790 will be allowed as
                           prepetition non-priority unsecured
                           claim for $446,000

     Office Max            Claim No. 35197 asserting $131,977
                           will be allowed in the reduced amount
                           of $71,977, which will be paid as cure
                           on the effective date of the Debtor's
                           Joint Plan of Reorganization

     Xerox SIS             Claim No. 8096 asserting $188,478 will
                           be allowed as prepetition non-priority
                           unsecured claim in the reduced amount
                           of $112,800 and paid as cure upon
                           assumption of the contract; waives
                           right to payment of any additional
                           cure.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 54; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WORNICK CO: 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, the rating agency confirmed its B2 Corporate
Family Rating for Wornick Company and its B2 rating on the
company's 10-7/8% Senior Secured Notes due 2011.  Moody's assigned
those debentures an LGD3 rating suggesting noteholders will
experience a 49% loss in case 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 Cincinnati, Ohio, Wornick Co. specializes in the
production, packaging, and distribution of shelf-life, shelf-
stable, and frozen foods in flexible pouches and semirigid
products.


YOUNG 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 affirmed its B3 corporate family rating on Young
Broadcasting, 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
   ----------           -------  -------  ------   ----------
   Secured Revolver       B2       Ba3     LGD2        17%

   Secured Term Loan
   & Secured Incremental
   Facility               B2       Ba3     LGD2        17%

   8 3/4% Senior Subor.
   Notes Due 2014        Caa2     Caa1     LGD5        74%

   10% Senior Subor.
   Notes Due 2011        Caa2     Caa1     LGD5        74%

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%).

With the addition of KRON-TV in San Francisco, Young Broadcasting
Inc. -- http://www.youngbroadcasting.com/-- owns and operates ten
television stations in geographically diverse markets, and the
national television representation firm, Adam Young Inc., with a
total U.S. television household coverage of 6.02%.  The company is
the fifteenth largest television group based on coverage
(excluding network, religious, home shopping and foreign language
station groups).  Concerning its station acquisition and
management policies, the Company has achieved an industry
reputation for purchasing stations at below market multiples and
operating stations at profit levels superior to those achieved by
the prior station owners.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
AFC Enterprises         AFCE        (46)         172        5
Alaska Comm Sys         ALSK        (17)         565       24
Alliance Imaging        AIQ         (23)         682       26
AMR Corp.               AMR        (508)      30,752   (1,392)
Atherogenics Inc.       AGIX       (124)         211      165
Biomarin Pharmac        BMRN         49          469      307
Blount International    BLT        (123)         465      126
CableVision System      CVC      (5,362)       9,715     (395)
Centennial Comm         CYCL     (1,062)       1,436       23
Cenveo Inc              CVO          24          941      128
Choice Hotels           CHH        (118)         280      (58)
Cincinnati Bell         CBB        (705)       1,893       18
Clorox Co.              CLX        (156)       3,616     (123)
Cogdell Spencer         CSA         126          370      N.A.
Columbia Laborat        CBRX         10           29       23
Compass Minerals        CMP         (63)         664      161
Crown Holdings I        CCK         144        7,287      174
Crown Media HL          CRWN       (393)       1,018      133
Deluxe Corp             DLX         (90)       1,330     (235)
Denny's Corporation     DENN       (258)         500      (68)
Domino's Pizza          DPZ        (609)         395       (4)
Echostar Comm           DISH       (512)       9,105    1,589
Emeritus Corp.          ESC        (111)         721      (29)
Emisphere Tech          EMIS          2           43       19
Empire Resorts I        NYNY        (26)          62       (3)
Encysive Pharm          ENCY        (64)          93       56
Foster Wheeler          FWLT        (38)       2,224      (93)
Gencorp Inc.            GY          (88)         990      (28)
Graftech International  GTI        (166)         900      250
H&E Equipment           HEES        226          707       22
I2 Technologies         ITWO        (55)         211       (9)
ICOS Corp               ICOS        (36)         266      116
IMAX Corp               IMAX        (21)         244       33
Immersion Corp.         IMMR        (20)          47       32
Incyte Corp.            INCY        (55)         375      155
Indevus Pharma          IDEV       (147)          79       35
J Crew Group Inc.       JCG         (83)         362      102
Koppers Holdings        KOP         (95)         625      140
Kulicke & Soffa         KLIC         65          398      230
Labopharm Inc.          DDS         (92)         143      105
Level 3 Comm. Inc.      LVLT        (33)       9,751    1,333
Ligand Pharm            LGND       (238)         286     (155)
Lodgenet Entertainment  LNET        (66)         262       15
McDermott Int'l         MDR         125        3,181       64
McMoran Exploration     MMR         (21)         434      (38)
NPS Pharm Inc.          NPSP       (164)         248      168
New River Pharma        NRPH          0           93       68
Omnova Solutions        OMN          (2)         366       72
ON Semiconductor        ONNN        (75)       1,423      279
Qwest Communication     Q        (2,826)      21,292   (2,542)
Riviera Holdings        RIV         (29)         214        7
Rural/Metro Corp.       RURL        (91)         299       45
Sepracor Inc.           SEPR       (109)       1,277      363
St. John Knits Inc.     SJKI        (52)         213       80
Sulphco Inc.            SUF          25           34       12
Sun Healthcare          SUNH         10          523      (34)
Sun-Times Media         SVN        (261)         965     (324)
Tivo Inc.               TIVO        (33)         132       10
USG Corp.               USG        (313)       5,657   (1,763)
Vertrue Inc.            VTRU        (16)         443      (72)
Weight Watchers         WTW        (110)         857      (72)
WR Grace & Co.          GRA        (515)       3,612      929

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q. Salta,
Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and
Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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