TCR_Public/061006.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 6, 2006, Vol. 10, No. 238

                             Headlines

A4S SECURITY: Completes $5.2 Mil. Private Placement of Securities
ACE AVIATION: Shareholders Approve Plan of Arrangement
ACTIVANT SYSTEMS: Moody's Assigns Loss-Given-Default Ratings
ADVANCED MICRO: Moody's Rates $2.5 Billion Term Loan at Ba3
ADVANCED MICRO: S&P Rates Proposed $2.5 Billion Sr. Loan at BB-

AIRNET COMMS: Court Confirms Modified Amended Chapter 11 Plan
ALLIED HOLDINGS: Lease Decision Period Stretched to December 23
ALLIED HOLDINGS: Seeks March 16 Removal Period Extension
ALLIED HOLDINGS: Stephen Newlin Wants to Collect from Insurers
AMERICAN GENERAL: Moody's Lifts Rating on $9MM Class C Notes to B1

AMERICAN NATURAL: Defaults on Interest Payment for 8% Debentures
APPLETON PAPERS: Appoints Thomas Ferree as VP of Finance and CFO
ASARCO LLC: Has Until January 5 to File Reorganization Plan
ASARCO LLC: Has Until January 5 to Remove Civil Actions
ASARCO LLC: Asbestos Panel & FCR Want Jury Trial to Estimate Claim

ATHENA CDO: Moody's Eyes Upgrade for B1 Rated $53MM Senior Notes
ATTACHMATE CORP: Moody's Assigns Loss-Given-Default Ratings
CA INC: Moody's Assigns Loss-Given-Default Ratings
BODIES IN MOTION: Hires FocalPoint as Financial Advisor
BREUNERS HOME: Court Okays McGrane Greenfield as Local Counsel

CALPINE CORP: Hilco to Auction Eight Generators on November 16
CHARMING CASTLE: Case Summary & 19 Largest Unsecured Creditors
COI MIDWEST: Wants Plan Filing Period Extended to March 29
COI MIDWEST: Taps Property Condition as Property Assessor
COMMODORE APPLIED: June 30 Stockholders' Deficit Tops $10 Million

COMPLETE PRODUCTION: S&P Upgrades Corporate Credit Rating to B+
COMPLETE RETREATS: Taps XCMS as Agent Under U.S. Bankr. Sec. 363
COMPLETE RETREATS: Private Files Complaint Against Gram, et. al.
COMPLETE RETREATS: Court Approves Proposed Interim Fee Procedures
COPELANDS' ENTERPRISES: Panel Hires Landis Rath as Bankr. Counsel

COPELANDS' ENTERPRISES: Hires Keen Realty as Real Estate Advisor
COPELANDS' ENTERPRISES: Selling Nine Leases on November 14
DANA CORP: Equity Committee Taps Jefferies as Financial Advisors
DANA CORP: Can Assume 36 Real Property Leases on Amended Schedule
DANA CORP: Wants to Walk Away from Nine Contracts and Leases

DC PROPERTIES: U.S. Trustee Wants Case Converted to Chapter 7
DELPHI CORP: Considering Warren, Ohio, Plant Closure
DELPHI CORP: Appaloosa Seeks to Increase Equity Stake to 33%
DELPHI CORP: Inks Outsourcing Deals with EDS and Hewlett Packard
DELTA AIR: Comair Labor Groups Says New Agreements Must Be Fair

DEVELOPMENT FINANCE: Fitch Holds Issuer Default Rating at BB
DOLLAR FINANCIAL: New $75MM Debt Facility Gets Moody's B3 Rating
DORAL FIN'L: Completes Restructuring Loan Pact with R-G Premier
DYNAMIC LEISURE: Files Amended FY 2005 & First Quarter Financials
ENTERGY NEW: Entergy Services to Refund Franchise Fee Payment

ENTERGY NEW ORLEANS: Panel Wants FTI's Retention Terms Modified
FASHION HOUSE: June 30 Balance Sheet Upside-Down by $2.5 Million
FINOVA GROUP: To Partially Prepay 7.5% Senior Secured Notes
FIRST BANCORP: Remains Listed in the NYSE Through April 3, 2007
FORD MOTOR: Reports 5% Rise in Vehicle Sales in September

FOREST CITY: Offering $250 Million Equity-Linked Senior Notes
FOREST CITY: S&P Affirms BB+ Rating & Maintains Stable Outlook
FTI CONSULTING: Closes Offer to Buy FD International for $260 Mil.
GALVEX HOLDINGS: Galvex Capital Wants Ch. 11 Case Dismissed
GENERAL MOTORS: Ends Alliance Talks with Nissan and Renault

GLOBAL EMPLOYMENT: Buys Back $5.7 Mil. of Convertible Secured Debt
GLOBAL POWER: Wants Court Approval on White & Case as Counsel
GLOBAL POWER: Taps Bayard Firm as Bankruptcy Co-Counsel
GOODYEAR TIRE: United Steelworkers Union Begins Strike
GREAT CHINA: Restates Fiscal-Year 2005 Financial Statements

HEALTHWAYS INC: Aborted Merger Prompts S&P's Rating Withdrawal
i2 TELECOM: June 30 Stockholders' Deficit Widens to $2,498,648
INTEGRATED HEALTH: Paying $3,453 in Legal Fees to Stevens & Lee
INTERTAPE POLYMER: S&P Puts B+ Corp. Credit Rating on Neg. Watch
IRIDIUM LLC: Creditors' Suit Vs. Motorola Begins on October 23

ISLE OF CAPRI: S&P Puts BB- Corp. Credit Rating on Negative Watch
ISTAR FIN'L: Secures Consents to Amend 2008 Notes Indenture
KARA HOMES: Case Summary & 20 Largest Unsecured Creditors
LITTLE TRAVERSE: Moody's Assigns LGD4 Rating to 10.25% Sr. Notes
LUMENIS LTD: Inks Pact With LM & Ofer to Buy 75% Equity for $120MM

LUMINENT MORTGAGE: Moody's Puts Ba1 Rating to Class B-8 Notes
MANARIS CORP: PricewaterhouseCoopers Raises Going Concern Doubt
MASSEY ENERGY: S&P Revises Outlook to Developing from Stable
MCDERMOTT INT'L: Moody's Assigns Loss-Given-Default Ratings
MCLEODUSA INC: Completes $120 Million Senior Sec. Loan Offering

MESABA AVIATION: Has Access to Marathon's $24 Mil. DIP Facility
MESABA AVIATION: Four Creditors Object to $24MM DIP Financing
METAMORPHIX INC: Deloitte & Touche Raises Going Concern Doubt
NASH FINCH: Moody's Holds B1 Rating on $125MM Sr. Debt Facility
NORTEL NETWORKS: Gets $23.6 Mil. U.S. Navy Litigation Support Pact

NORTHWEST AIRLINES: Buying 72 Aircrafts to Meet Market Demands
NORTHWEST AIRLINES: Inks Distribution Pact With Priceline.com
PERFORMANCE TRANSPORTATION: Turns to Tectura for Support Services
PERFORMANCE TRANSPORTATION: Finis Hodge Wins Lift-Stay Plea
PERFORMANCE TRANSPORTATION: BMC Records 981 Proofs of Claim Filed

PHI INC: Moody's Assigns LGD4 Rating to 7.125% Sr. Global Notes
PIER 1: Board Discontinues $0.10 Per Share Quarterly Dividends
REFCO INC: Chapter 7 Trustee Reaches Settlement with Rogers Funds
RENT-A-CENTER: Increased Risk Cues Moody's to Downgrade Ratings
ROTEC INDUSTRIES: Court Moves Plan Filing Deadline to November 30

ROTEC INDUSTRIES: Court OKs Pact Securing CIT Collateral Interest
ROWE COMPANIES: Storehouse to Hold Bankruptcy Liquidation Sale
RURALMETRO CORP: Appoints Kristine Beian Ponczak as CFO
SATELITES MEXICANOS: Can Continue Existing Insurance Programs
SATELITES MEXICANOS: Milbank Tweed Holds $580,932 Retainer

SATELITES MEXICANOS: Taps Togut Segal as Conflicts Counsel
SEACOR HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
SECUNDA INT'L: Extends $125 Million Tender Offer Until Oct. 12
SECUNDA INT'L: Moody's Assigns Loss-Given-Default Rating
SEITEL INC: Moody's Assigns Loss-Given-Default Rating

SERACARE LIFE: Equity Panel Fails to Delay Financing Hearing
SESI LLC: Moody's Assigns Loss-Given-Default Rating
SHAW GROUP: Westinghouse Acquisition Cues S&P's Negative Watch
SILICON GRAPHICS: Wants LG Electronics' Claim Estimated at $0
SILICON GRAPHICS: Wants to Assume Solectron Contract

SPEAKING ROSES: June 30 Stockholders' Deficit Widens to $3.8 Mil.
SPECIALTYCHEM PRODUCTS: Wants to Assume & Assign Lease Agreements
STEWART & STEVENSON: Moody's Assigns Loss-Given-Default Rating
SURETY CAPITAL: Posts $167,000 Net Loss in Second Quarter of 2006
TENET HEALTHCARE: S&P Rates $800 Million Credit Facility at BB-

TESORO CORPORATION: Moody's Assigns Loss-Given-Default Ratings
THOMPSON & WALTERS: Voluntary Chapter 11 Case Summary
TITAN FINANCIAL: U.S. Trustee Adds Two Creditors to Official Panel
TITAN FINANCIAL: Committee Hires Kilpatrick Stockton as Counsel
TROPICAL SPORTSWEAR: Liquidating Trustee Issues Final Distribution

UNITED REFINING: Moody's Assigns Loss-Given-Default Rating
UNIVERSAL COMPRESSION: Moody's Assigns Loss-Given-Default Ratings
VALCOM INC: Posts $1.3 Mil. Net Loss in Third Qtr. Ended June 30
VERITAS DGC: Moody's Assigns Loss-Given-Default Rating
VISTEON CAPITAL: Production Cuts Prompt Moody's Rating Review

WAMU MORTGAGE: Moody's Rates Class L-B-12 Certificates at Ba2
WASHINGTON MUTUAL: Moody's Assigns B2 Rating to Cl. B-2 Notes
WINN-DIXIE: Discloses Members of New Board of Directors
WINN-DIXIE: Wants to Disallow & Reduce Claims for Voting Purposes
WINN-DIXIE: Several Parties Object to Plan Confirmation

WORLD GAMING: Directors Say Technical Default Possible

* Chef Solutions Sells Pennant Foods Unit to Fresh Start Bakeries
* Jennifer Handz Joins Chadbourne & Parke's London Office

* BOOK REVIEW: The Failure of The Franklin National Bank:
               Challenge to the International Banking System

                             *********

A4S SECURITY: Completes $5.2 Mil. Private Placement of Securities
-----------------------------------------------------------------
A4S Security, Inc., has completed a private placement of
unregistered securities totaling $5,223,750.

The Company disclosed that a total of $2,772,000 was closed
consisting of 792,000 common share units at $3.50 per unit with
each Common Share Unit including one share of the Company's common
stock and three warrants to acquire Common Stock.  

Additionally a total of $2,451,750 was closed consisting of
700,500 convertible promissory note units at $3.50 per unit with
each Note Unit consisting of a 5.13% per annum Convertible
Promissory Note due Jan. 31, 2007, and three Investor Warrants.  
Each $3.50 of principal, plus interest, due under the Notes will
automatically be converted into one share of the Company's Series
A Convertible Preferred Stock upon shareholder approval of the
conversion.

The Company plans to seek approval for the conversion right at a
special meeting of the Company's shareholders scheduled for the
fourth quarter of 2006.  The Series A Preferred Stock is non-
voting, pays no dividends, contains no liquidation preference and
is convertible into one share of Common Stock for each share of
Series A Preferred Stock owned.

Investor Warrants consist of three separate warrants with these
terms:

     * Warrant "A" is exercisable at $4.75 per share and expires
       four years from closing;

     * Warrant "B" is exercisable at $4.75 per share and expires
       18 months from closing; and

     * Warrant "SWATW"'s terms mirror exactly the current
       publicly-traded warrants of the Company, trading under the    
       symbol: SWATW.

Generally, the SWATW Warrants are exercisable at $9 per share,
expires in July 2010 and are redeemable by the Company beginning
on July 18, 2008 for $0.10 each, under defined conditions,
including a minimum trading price of the Common Stock of $13.50
per share.

The Company also disclosed that it will try to obtain the same
CUSIP number for the "SWATW" Warrants issued in the private
placement as is assigned to its current publicly-traded "SWATW"
Warrants so that following registration of the new SWATW Warrants
they will trade with the existing SWATW Warrants.  If it is unable
to do so prior to the six month anniversary of the closing, the
new SWATW Warrants shall thereupon be exchanged for a warrant,
identical in form to Warrant "A" and Warrant "B" issued at the
closing, except that the exercise price shall be $8 per share and
the expiration date shall be July 18, 2010.  All warrants shall be
exercisable in cash, commencing six months after the closing and
contain anti-dilution rights for stock splits and stock dividends.

Greg Pusey, chairman stated: "This important financing results in
a strong cash position for A4S, exceeding $5 million, and allows
us to further advance the pending Vizer / Avurt acquisitions and
accelerate our combined sales, marketing and development efforts.
We are also very pleased that two well respected investment funds,
including Vision Opportunity Master Fund, Ltd., have made sizable
investments in our company.  Based on discussions with our new
institutional investors we are optimistic that additional funds
could potentially be available to us through the subsequent
exercise of the short term warrants which could help finance
future growth." Mr. Pusey went on to state "The closing of this
offering combined with a successful subsequent shareholder vote
would allow finalization of the pending Vizer / Avurt merger and
the conversion of the notes issued in this offering to equity,
well positioning us to advance our goals"

The Company has agreed to file a registration statement with the
Securities and Exchange Commission for the shares of Common Stock
underlying the Common Share Units and the Note Units within 90
days of the closing.  The registration statement will also
register the new SWATW Warrants.  Failure to file the registration
statement within 90 days of the closing or failure to get the
registration statement effective 180 days from the closing would
require the Company to pay each investor a penalty fee in cash
equal to 2% per month up to a maximum of 10% of their investment.

The Company further disclosed that the offering was made to
accredited investors, including $3,010,000 purchased by the lead
investor, Vision Opportunity Master Fund, Ltd.  An additional
investment totaling approximately $135,000 was also made by the
Company's Chairman and his family members subject to shareholder
approval.  The purpose of the private placement was to raise funds
to support the acquisitions of Vizer Group, Inc., and Avurt
International, Inc., and for ongoing product development and for
working capital and general corporate purposes.

None of the Common Stock Units, the Note Units, the shares of
Common Stock or Series A Preferred Stock underlying such Units or
the warrants included in the Units are registered under the
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable
exemption from registration requirements.

                     About A4S Security, Inc.

Based in Loveland, Colo., A4S Security, Inc., (Nasdaq: SWAT,
SWATW; NYSE Arca) -- http://www.shiftwatch.com/-- develops and  
markets the ShiftWatch(R) product line of mobile digital video
surveillance solutions for public transportation, law enforcement
and general security applications.

                        Going Concern Doubt

GHP Horwath, P.C., expressed substantial doubt aboutA4S Security,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the years ended Dec. 31, 2005
and 2004.  The auditing firm pointed to the Company's history of
net operating losses and an accumulated deficit in excess of
$8 million.


ACE AVIATION: Shareholders Approve Plan of Arrangement
------------------------------------------------------
ACE Aviation Holdings Inc. reported that its shareholders have
approved a proposed statutory arrangement under the Canada
Business Corporations Act.  

The arrangement would grant authority to the board of directors of
ACE to make, from time to time, one or more special distributions
to shareholders in an aggregate amount of up to $2 billion by way
of reduction of the stated capital of the Class A variable voting
shares, Class B voting shares and the preferred shares of ACE.
95.5% of the shareholder votes were cast in favor of the
arrangement.

The implementation of the plan of arrangement is subject to
issuance by the Quebec Superior Court of a final order approving
the plan of arrangement.

ACE previously announced on Aug. 31, 2006 its intention to proceed
with an initial distribution of units of Aeroplan Income Fund
under the plan of arrangement representing a portion of its
interest in Aeroplan.  The initial distribution is subject to the
prior receipt of an advance income tax ruling or opinion from the
Canada Revenue Agency confirming that the distribution will be
treated as a return of capital.  It is anticipated that the
initial distribution will be completed by the end of 2006.  The
remaining terms of the initial distribution, including the number
of Aeroplan units to be distributed, the record date to determine
the ACE shareholders eligible to participate in such distribution
and the anticipated payment date will be announced by subsequent
news release after receipt of the tax ruling or opinion.

Air Canada's Pilots Association has filed a claim in the Ontario
Superior Court of Justice seeking to prevent the proposed special
distributions under the plan of arrangement.  ACE says this claim
is without merit.

ACE Aviation Holdings Inc. -- http://www.aceaviation.com/-- is  
the parent holding company of Air Canada, Aeroplan, Jazz, Air
Canada Technical Services, Air Canada Vacations, Air Canada Cargo,
and Air Canada Ground Handling Services.

                          *     *     *

As reported in the Troubled Company Reporter on April 24, 2006,
Standard & Poor's Ratings Services raised the long-term corporate
credit rating on ACE Aviation Holdings Inc. to 'B+' from 'B',
while affirming the 'B' long-term corporate credit rating on its
wholly owned subsidiary, Air Canada.  The outlook on both entities
remains stable.


ACTIVANT SYSTEMS: 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. Technology Software sectors this week,
the rating agency confirmed its B2 Corporate Family Rating for
Activant Solutions 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
   ----------           -------  -------  ------   ----------
   $40 Million
   Senior Secured
   Revolving Credit
   Facility due 2011      B2       B1      LGD3       33%

   $390 Million
   Senior Secured
   First Lien
   due 2013               B2       B1      LGD3       33%

   $175 Million
   Senior
   Subordinated
   Notes due 2014        Caa1     Caa1     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-
umeric 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%).

Activant Solutions Inc. provides enterprise software and systems
to small to medium sized retail and wholesale businesses in the
automotive parts, hardlines and lumber, and wholesale and
distribution business industries in the United States and Canada.


ADVANCED MICRO: Moody's Rates $2.5 Billion Term Loan at Ba3
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Advanced Micro
Device's $2.5 billion senior secured bank facility while
confirming the Ba3 corporate family rating and Ba3 rating on the
company's $390 million senior notes due 2012.  The ratings reflect
both the overall probability of default of the company, to which
Moody's assigns a PDR of Ba3, and a loss given default of LGD3 for
both the new bank facility and the $390 million senior notes both
of which will share the same collateral and security package.  

The rating outlook is stable.

This rating action concludes Moody's review that was triggered by
AMD's announcement of its $6 billion acquisition of ATI
Technologies on July 24, 2006.  The transaction will be financed
with the newly rated bank facility in addition to $1.7 billion of
common stock and $1.8 billion of cash balances.  The acquisition
still remains subject to the approval of ATI shareholders and
other customary approvals and consents but is expected to be
completed prior to the end of October 2006.

AMD's Ba3 corporate family rating reflects

   -- the continued strength of AMD's product portfolio and
      roadmap, which has resulted in profitable market share
      gains and an expansion of its customer base that now
      includes all major personal computer manufacturers;

   -- its improved financial flexibility as a result of its
      strong operational performance and previous balance sheet
      strengthening actions;

   -- the strategic benefits that the acquisition should have on
      AMD's microprocessor technology roadmap, as well as the    
      expanded revenue opportunities and diversification that
      ATI's complementary product set and consumer end-market is
      likely to provide; and,

   -- AMD's ability to reduce acquisition debt over the
      intermediate term through a combination of non core asset
      sale proceeds as well as free cash flow.

The rating also considers the notable business risks in the
capital intensive and highly competitive microprocessor segment,
including

   -- the significant product and price competition from a much
      larger competitor, Intel Corporation, which could
      periodically pressure profitability and cash flow;

   -- the large capital expenditure requirements and execution
      risk to meet capacity needs of a growing customer base and
      to consistently transition to new technology nodes and
      manufacturing capabilities for microprocessors; and,

   -- the higher debt levels pro forma the ATI acquisition, which
      could limit AMD's flexibility in dealing with unexpected
      shocks to its business.

The Ba3 rating of the $2.5 billion senior secured credit facility
reflects an LGD3 loss given default assessment as this facility is
secured by

   -- a perfected security interest in accounts receivable of AMD
      and its US based sales subsidiary,

   -- a stock pledge of restricted domestic subsidiaries and 66%
      of foreign subsidiaries but excluding AMD's Fab 36 in
      Germany, as well as,

   -- any proceeds from the sale of AMD's equity interests in its
      recently spun off flash memory business, Spansion.

The Ba3 rating of the $390 million previously unsecured notes also
reflects an LGD 3 loss given default as the notes will become
secured and share in the same collateral package as the term loan.  
However, it is important to note that were total secured debt to
decline to below $2.5 billion, the new security package benefiting
the $390 million senior note holders may be released.  Absent any
other change, this would cause the ratings on these notes to
decline by up to two notches, reflecting its then junior position
in AMD's capital structure.

These are Moody's rating actions:

   * $2.5 billion senior secured term loan due 2013 at Ba3 (LGD
     3, 47%)

   * Corporate family rating Ba3;

   * Probability-of-default rating Ba3;

   * $390 million secured notes due August 2012 at Ba3 (LGD 3,
     47%)

Advanced Micro Devices, Inc., headquartered in Sunnyvale,
California, designs and manufactures microprocessors and other
semiconductor products.


ADVANCED MICRO: S&P Rates Proposed $2.5 Billion Sr. Loan at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Sunnyvale, California-based Advanced Micro
Devices Inc.

Standard & Poor's removed the rating from CreditWatch negative
where it had been placed on July 24, 2006, following the announced
acquisition of unrated ATI Technologies Inc.  The ratings outlook
is negative.

At the same time, the rating agency assigned its 'BB-' bank loan
rating, one notch above the corporate credit rating, and a '1'
recovery rating to the company's proposed $2.5 billion senior
secured term loan, to be used as partial funding of the
acquisition.

Standard & Poor's also raised its rating on the company's
$600 million ($390 million outstanding) senior notes to 'B+' from
'B', because the company plans to withdraw its shelf registration
which structurally subordinated the notes.  Concurrent with the
closing of the new bank loan and pursuant to a debt incurrence
test in the indenture for the notes, the notes will become pari
passu to the bank loan and the note rating will become 'BB-' with
a '1' recovery rating.

Ratings on the company's $1.1 billion shelf registration were
withdrawn, following the company's plan to cancel the shelf.

"The ratings on AMD reflect its improving business and financial
profile, notwithstanding aggressive competition from dominant
supplier Intel Corp," said Standard & Poor's credit analyst Bruce
Hyman.

AMD has bolstered its operating profitability through an enriched
product line and improved manufacturing performance, and has
reduced its exposure to the commodity memory industry through the
late-2005 IPO of its Spansion Inc. subsidiary.  The acquisition of
Markham, Ontario-based ATI brings its strengths in graphics
processors and chipsets, which are expected to enhance the
combined company's position in the commercial and mobile computing
segments and in the rapidly-growing consumer electronics market.

The negative outlook reflects the possibility that the company's
microprocessor market share gains over the past year could be
stressed by Intel Corp.'s recently refreshed product line, as well
as the possibility that competitive responses to the acquisition
of ATI could be disruptive to AMD's planned integration strategies
of the two businesses.  To the extent that AMD successfully
addresses these factors, the outlook would likely be revised to
stable in the next few quarters.


AIRNET COMMS: Court Confirms Modified Amended Chapter 11 Plan
-------------------------------------------------------------
The Hon. Arthur B. Briskman of the U.S. Bankruptcy Court for the
Middle District of Florida confirmed AirNet Communications
Corporation's Modified Amended Chapter 11 Plan of Reorganization
on Oct. 2, 2006.

Judge Briskman determined that the Plan satisfies the 13
requirements for confirmation stated in Section 1129(a) of the
Bankruptcy Code.

              Classification and Treatment of Claims

Under the Plan, Priority wage, vacation, and benefit claims will
be paid in full over 12 months without interest.

Allowed priority tax claims will be paid quarterly over a period
of five years, with a 6% per annum interest.

Tecore's $2 million claim will be paid quarterly over ten years
with a 7% per annum interest.  Tecore's $5,448,190 remaining claim
will be waived in exchange for 100% of the new equity interests in
Reorganized AirNet.

Laurus Master Fund, Ltd.'s $4,249,000 claim will be reduced to
$3,300,000 and divided into two tranches.  Tranche A will be in
the amount of $800,000 and will accrue interest at 3%.  Tranche B,
amounting to $2,500,000, won't accrue interest.  Reorganized
AirNet will repay Tranche A through 16 quarterly payments of
$50,000 each, plus interest.  Tranche B will be repaid upon each
sale of any item of inventory, which existed as of the Debtor's
bankruptcy filing.  The amount due upon each sale of Petition Date
Inventory will be 25% of that inventory's book value.  If sale of
Petition Date Inventory does not produce at least $1,700,000 in
payments to Laurus four years from the Effective Date, Reorganized
AirNet will pay Laurus an amount equal to the difference between
$1,700,000 and the amount previously paid under Tranche B.

Secured creditor SCP Private Equity Partners II will retain its
lien against all of the Debtor's intellectual property with the
same extent, validity and priority as its prepetition lien.  
Treatment of SCP's claim will also be subject to a term sheet.  A
full-text copy of the Term Sheet is available for free at:

            http://ResearchArchives.com/t/s?104d

SCP's deficiency claim, amounting to $2.1 million, will be paid
over 40 quarters following the effective date and will accrue
interest at 7% per annum.

Sacco and Associates, which asserts a retaining lien on certain
legal files, will be allowed to retain those files as the
indubitable equivalent of its claim.

Holders of general unsecured claims will receive an initial cash
payment on the effective date of the Plan and deferred payments
over a three-year period after the effective date with 10% annual
interest.

Holders of equity interest will get nothing.

A full-text copy of the Debtor's Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060823061028

Headquartered in Melbourne, Florida, AirNet Communications
Corporation -- http://www.aircom.com/-- designs, manufactures,  
and markets wireless infrastructure products and offers
infrastructure solutions for commercial GSM customers, and
government, defense, homeland security based agencies.  The Debtor
filed for chapter 11 protection on May 22, 2006 (Bankr. M.D. Fla.
Case No. 06-01171).  R. Scott Shuker, Esq., at Gronek & Latham,
LLP, represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $15,701,881 and total debts of $21,615,346.


ALLIED HOLDINGS: Lease Decision Period Stretched to December 23
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
extended, until Dec. 23, 2006, Allied Holdings, Inc., and its
debtor-affiliates' deadline to assume, assume and assign or reject
their non-residential real property leases.

Thomas R. Walker, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, related that the Debtors continue to be lessees to 51
non-residential real property leases.  A list of the 51 Leases is
available for free at http://researcharchives.com/t/s?1105

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


ALLIED HOLDINGS: Seeks March 16 Removal Period Extension
--------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to further
extend their period to remove civil actions through and including
March 16, 2007, effective as of Sept. 29, 2006.

Vivieon E. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that since the outset of their Chapter 11 cases,
the Debtors have expended energy rejecting burdensome leases and
executory contracts, and addressing matters concerning organized
labor.  The Debtors are also in the process of formulating a
program to deal with the large volume of prepetition civil
litigation in which they are involved.

On Sept. 25, 2006, the Court authorized the Debtors to settle
prepetition automobile claims in their sole discretion.

Ms. Kelley notes that the most prudent and efficient course of
action for the Debtors to take is to request a further extension
of the removal period deadline.

Ms. Kelley explains that enlarging the Removal Period will:

    -- provide the Debtors an opportunity to make informed
       decisions concerning the removal of causes of action;

    -- assure that the Debtors do not forfeit any of their rights
       under Section 1452 of the Judiciary Code; and

    -- permit the Debtors to continue focusing their time and
       energy on reorganizing.

Furthermore, Ms. Kelley says, the rights of other parties to the
Causes of Action will not be prejudiced by the extension because
in the event of removal, any party to a removed action may seek
to have the action remanded pursuant to Section 1452(b).

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 30;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


ALLIED HOLDINGS: Stephen Newlin Wants to Collect from Insurers
--------------------------------------------------------------
Stephen G. Newlin asks the U.S. Bankruptcy Court for the Northern
District of Georgia to lift the automatic stay, to allow him to
enforce a judgment against Allied Holdings, Inc., and its debtor-
affiliates' third party insurance carriers or other non-debtor
third parties.

Mr. Newlin had previously sought and obtained a default judgment
against Allied Automotive Group, Inc., for $1,575,000 on
June 21, 2006.

Before the debtor filed for bankruptcy, USI of Georgia, Inc.,
coordinated the Debtors' U.S. Insurance Programs with the Debtors'
various insurance carriers.  The Debtors paid USI approximately
$100,000 each month to administer certain U.S. insurance policies,
Leon S. Jones, Esq., in Atlanta, Georgia, relates.

The ACE Group of Companies also provided automobile liability
coverage for the Debtors in the United States from March 1, 2003,
through December 31, 2005, pursuant to certain policies and
related agreements, Mr. Jones adds.

USI is the broker for ACE American Insurance Company.  AAG is a
named insured of ACE American.

Mr. Jones tells the Court that Mr. Newlin's attorney -- Steven J.
Jackson, Esq. -- notified USI of Mr. Newlin's claim for personal
injuries against AAG and requested for a certificate of coverage
under Georgia State law.

However, USI did nothing.

Mr. Jones notes that ACE American's policy provides that:

    * the bankruptcy or insolvency of the insured or the insured's
      estate will not relieve them of their obligation under their
      policy; and

    * no person or organization has a right under their policy to
      join them as a party or otherwise bring suit against them
      asking for damages from an insured or to sue them or an
      insured under their policy unless all of the terms of the
      policy have been complied with.

Mr. Newlin did not receive notice of the bankruptcy case at the
time his state court litigation was commenced and default
judgment was entered, according to Mr. Jones.  Accordingly, the
Debtors, ACE, and USI should not be rewarded for not complying
with their duties under state law to list Mr. Newlin as a
creditor and to file a notice of stay in the State Court Lawsuit,
Mr. Jones asserts.

The actions Mr. Newlin undertook are not intentional or willful
acts in violation of the stay, Mr. Jones continues.  Allowing Mr.
Newlin to proceed against the Debtors' insurers will not
prejudice the Debtors' ability to reorganize in anyway because
Mr. Newlin's claim is covered under a policy issued by ACE
American.  Mr. Newlin also never took any adverse action against
the Debtors to collect on his Judgment, other than ask the
Debtors to tell him who their insurers were.

Mr. Jones reminds the Court that Mr. Newlin has:

    * two torn rotator cuffs and a herniated cervical disk;
    * had surgery on one shoulder and needs two more surgeries;
    * lost his ability to support himself and is homeless; and
    * been reduced to begging for food.

A relief from the stay should be granted to allow Mr. Newlin to
collect Judgment against ACE, so he can pay for food, shelter,
and his surgeries, Mr. Jones stresses.

                        Debtors Talk Back

The Debtors ask the Court to deny Mr. Newlin's request and compel
him to:

    (i) immediately vacate the state court default judgment; and

   (ii) reimburse the Debtors for all of their attorneys' fees and
        costs in responding to his Request.

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, asserts that the Debtors had no basis to schedule Mr.
Newlin as a claimant and provide him with actual notice of the
pending bankruptcy cases because he failed to notify the Debtors
of his alleged claim prepetition.

Mr. Winsberg argues that Mr. Newlin's stated reasons are
insufficient to obtain the relief requested because Mr. Newlin:

    (1) does not and cannot allege that the Debtors' cases were
        filed in bad faith;

    (2) cannot point to any unconscionable conduct by the Debtors
        that would warrant the grant of extraordinary relief; and

    (3) cannot establish that the requested relief and underlying
        cause of action will have no impact on the bankruptcy
        estates.

Furthermore, equity does not support the granting of relief to
Mr. Newlin because every action he took in pursuit of the Debtors
was taken postpetition in violation of the Bankruptcy Code, Mr.
Winsberg explains.

Mr. Newlin's continued efforts to attempt to collect on a void
default judgment are sufficient to warrant a determination that
all equitable considerations weigh in favor of the Debtors, Mr.
Winsberg tells Judge Mullins.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


AMERICAN GENERAL: Moody's Lifts Rating on $9MM Class C Notes to B1
------------------------------------------------------------------
Moody's Investors Service upgraded these classes of notes issued
by American General CBO 2000-1:

   * The $251,400,000 million Senior Secured Class A Floating
     Rate Notes Due 2012

     -- Prior Rating: Aa2 (on watch for possible upgrade)
     -- Current Rating: Aaa

   * The $20,000,000 million Senior Secured Class B-1 Floating
     Rate Notes Due 2012

     -- Prior Rating: Ba1 (on watch for possible upgrade)
     -- Current Rating: Baa1

   * The $21,000,000 million Senior Secured Class B-2 Fixed Rate
     Notes Due 2012

     -- Prior Rating: Ba1 (on watch for possible upgrade)
     -- Current Rating: Baa1

   * The $9,000,000 million Senior Secured Class C Fixed Rate
     Notes
     Due 2012

     -- Prior Rating: Caa1 (on watch for possible upgrade)
     -- Current Rating: B1

According to Moody's, the rating action was the result of the
amortization of the Senior Secured Class A Floating Rate Notes,
improvement in the credit quality of the deal's portfolio and
increased coverage for the notes mentioned above.


AMERICAN NATURAL: Defaults on Interest Payment for 8% Debentures
----------------------------------------------------------------
American Natural Energy Corporation has failed to meet the
interest payment due on Sept. 30, 2006 on its 8% Convertible
Secured Debentures, the outstanding principal of which was also
due on Sept. 30, 2006.

As reported in the Troubled Company Reporter on July 10, 2006, the
Company previously failed to meet the interest payment due on
June 30, 2006, on these debentures.

Computershare Trust Company of Canada, the Trustee under the
Indenture governing the Debentures, has the right to enforce its
rights on behalf of the Debenture holders against the collateral
for the Debentures.  The Debentures are collateralized by
substantially all of ANEC's assets.  At Sept. 30, 2006, the
Debentures are outstanding in the principal amount of $10,825,000
and accrued and unpaid interest at that date amounts to $437,000.

ANEC is continuing its efforts to raise additional equity to pay
the current interest obligation, fund its Louisiana drilling
operation and re-finance other outstanding obligations or to seek
to enter into another transaction in order to seek to maximize
shareholder value.

Based in Tulsa, Oklahoma, American Natural Energy Corporation (TSX
Venture: ANR.U) is an independent exploration and production
company with operations in St. Charles Parish, Louisiana.


APPLETON PAPERS: Appoints Thomas Ferree as VP of Finance and CFO
----------------------------------------------------------------
Appleton Papers, Inc., disclosed that Thomas J. Ferree has been
appointed vice president of finance and chief financial officer.

Mr. Ferree will be responsible for developing and implementing
financial strategies and managing the financial analysis and
reporting processes of the Company.  He will join the Company on
Oct. 9 and report to Mark Richards, chief executive officer.

Mr. Ferree comes from Wells' Dairy, Inc., where he served as
senior vice president of finance and chief financial officer for
the past three years.  Wells' Dairy, based in Le Mars, Iowa, is
the nation's largest family-owned dairy processor and produces the
Blue Bunny(R) brand of dairy products.  Mr. Ferree was responsible
for the corporation's accounting, finance, legal, risk management
and information services activities.  His accomplishments while at
Wells' included refinancing the company's short and long-term
debt, establishing a strategic planning process, and negotiating a
product licensing agreement that should deliver over $150 million
in annual sales to the company.

From 1999 to 2003, Mr. Ferree worked as corporate controller for
Meredith Corporation, in Des Moines, Iowa, a publicly-held media
and marketing company with businesses centering on magazine and
book publishing, television broadcasting, integrated marketing and
interactive media.  His job responsibilities included strategic
planning and budgeting, SEC and external financial reporting,
treasury and banking activities, risk management, financial
analysis and accounting shared services.  He was also accountable
for investor relations and acquisition and divestiture analysis
and negotiations.

Prior to joining Meredith Corporation, Mr. Ferree spent eight
years with Banc One Corporation.  He served in executive
management positions in marketing and finance and had job
responsibilities that included new account and distribution
channel development, financial reporting and budgeting, accounting
operations and controls, strategic planning, and acquisition and
joint venture negotiations.

From 1981 to 1990 Mr. Ferree held financial management positions
with Baxter Healthcare Corporation based in Northbrook, Ill.  He
served as group plant controller for 11 manufacturing facilities
in the U.S., Puerto Rico and Mexico.  He began his career with
Baxter Healthcare in inventory and cost accounting management
positions at the company's Texas, California and Illinois
operations.

Mr. Ferree earned a master's degree in finance and a bachelor's
degree in business administration, accounting from the University
of Iowa.

Headquartered in the Appleton, Wisconsin, Appleton Papers Inc.
-- http://www.appletonideas.com/-- uses ideas that make a  
difference to create product solutions through its development and
use of coating formulations and applications as well as
encapsulation, security, printing and packaging technologies.  The
Company produces carbonless, thermal, security, and performance
packaging products and provides secure and specialized print
services.  Appleton has manufacturing operations in Wisconsin,
Ohio, Pennsylvania, Massachusetts and the United Kingdom, employs
approximately 3,300 people, and is 100% employee-owned.

                           *     *     *

As reported in the Troubled Company Reporter on April 3, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Appleton Papers Inc., to 'BB-' from 'BB'.  The outlook
is stable.  At the same time, Standard & Poor's raised its
recovery rating on the carbonless and specialty paper producer's
secured bank facility to '2' from '3', indicating expectations of
substantial recovery of principal in the event of a payment
default.


ASARCO LLC: Has Until January 5 to File Reorganization Plan
-----------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi gave ASARCO LLC
and its debtor-affiliates until Jan. 5, 2007, to file a plan of
reorganization.

Judge Schmidt also gave the Debtors until March 9, 2007, to
solicit acceptances of that plan.

                      U.S. Government's View

The U.S. government, on behalf of the Environment & Natural
Resources Division, informed the Court that it does not oppose the
three months' extension of the Debtors' exclusive periods.

David L. Dain, Esq., in Washington, D.C., noted that as indicated
by the numerous proofs of claim filed in the Debtors' Chapter 11
cases by numerous states and other parties, the Debtors' mining
and operational activities have resulted in their extensive
liabilities.  The liabilities included a wide variety of actions
related to the protection of public health and safety and of the
environment and natural resources.

The Government, however, wanted to emphasize the importance of
using that period to make significant progress in trying to reach
consensual resolution of the complex environmental and other
issues in the Debtors' Chapter 11 cases, Mr. Dain told the
Court.

The Debtors have appropriately begun the process of meeting with
the Government and several States to exchange information about
environmental issues.  The Government hopes that the parties are
able to build off of those initial meetings so that a plan of
reorganization resolving most environmental issues emerges by
January 2007, Mr. Dain related.  "Bankruptcy in complex cases
like [that of the Debtors'] works best as a consensual process
whereby the various stakeholders are able to reach an agreed on
path for moving forward," Mr. Dain said.

In the absence of a consensual approach, the Government predicted
that extensive estimation hearings and other litigation and
appeals on environmental issues are likely to consume an enormous
amount of time and resources of the Debtors, other parties-in-
interest and the Court.

It is therefore critical that the Debtors make demonstrable
progress during the extended Exclusive Period, both in
formulating an overall plan approach as well as in reaching
agreement on a blueprint for resolving in a consensual manner
most environmental issues for purposes of confirmation of a plan,
Mr. Dain emphasizes.  The Government urged the Debtors to pursue
the dialog that has commenced, and make tangible progress with
the other parties-in-interest.

The Government hoped that the Debtors will also talk in a timely
manner with third parties that might have an interest in funding
a plan.

The state of Arizona, the Department of Environmental Quality,
the California Department of Toxic Substances Control, the Kansas
Department of Health and Environment, the Missouri Department of
Natural Resources and the state of Montana join in the
Government's response.

                         About ASARCO LLC

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASARCO LLC: Has Until January 5 to Remove Civil Actions
-------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi gave ASARCO LLC
and its debtor-affiliates until Jan. 5, 2007, to remove civil
actions.

As reported in the Troubled Company Reporter on Sept. 4, 2006, the
Debtors are parties in numerous lawsuits in various state and
federal courts.  Nathaniel Peter Holzer, Esq., at Jordan, Hyden,
Womble, Culbreth & Holzer, P.C., in Corpus Christi, Texas,
contended that the issues involved in many of those lawsuits are
complex and many require individual analysis of each case.

The Debtors believed they needed more time to review the Lawsuits
to determine whether removal of the various cases is in the best
interest of their bankruptcy estates.

Mr. Holzer asserted that the Debtors' need for additional time is
sufficient cause to extend the action removal deadline.  An
extension of the deadline would aid the efficient and economical
administration of the Debtors' estates, Mr. Holzer added.

                         About ASARCO LLC

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASARCO LLC: Asbestos Panel & FCR Want Jury Trial to Estimate Claim
------------------------------------------------------------------
The Official Committee of Unsecured Creditors for the Asbestos
Subsidiary Debtors and Robert C. Pate, as future claims
representative, ask the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to find that the Asbestos
Debtors are entitled to a jury trial on ASARCO LLC's liability for
the Derivative Asbestos Claims.

The Asbestos Debtors are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.

ASARCO LLC and its Official Committee of Unsecured Creditors tilt
arguments that the Official Committee of Unsecured Creditors for
the Asbestos Subsidiary Debtors and Robert C. Pate, as future
claims representative, never made, Jacob L. Newton, Esq., at
Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas,
tells Judge Schmidt.

The Asbestos Committee and the FCR assert that they have not
implied that ASARCO and its Creditors Committee have consented to
the Court conducting a jury trial.  Mr. Newton contends that the
Asbestos Committee and the FCR prefer that a jury trial be
conducted by the Court with the required express consent of all
parties concerned.  The Asbestos Committee and the FCR believe
that the Court could conduct a jury trial without the delay and
attendant increased costs to the Debtors' estates that withdrawal
of the reference to the district court likely would entail.

The Asbestos Committee and the FCR remain committed to the
schedule agreed upon for the contested matter, according to Mr.
Newton.  Any delay resulting from a jury trial will be caused by
ASARCO and the Committee's refusal to consent to a jury trial
before the Court, Mr. Newton avers.

Furthermore, the Asbestos Committee and the FCR assert that:

   1. They have timely filed demands for a jury trail.  Thus,
      the ASARCO Committee's argument that the Asbestos Committee
      and the FCR waived their right to a jury trial by failing
      to make a jury demand is without merit;

   2. ASARCO and its Creditors Committee ignore the authority
      that the right to a jury trial in federal court is a matter
      of federal law;

   3. The Fifth Circuit has held that a party is entitled to a
      jury trial on claims to pierce the corporate veil.  ASARCO
      tries to avoid the Fifth Circuit's binding precedent by
      giving a strained interpretation to the plain language of
      the Court and concluding that the Fifth Circuit's holding
      does not "provide any guidance."

   4. While state law determines the elements of the Asbestos
      Debtors' substantive claims to pierce the corporate veil,
      the Court has not determined what state's substantive law
      will apply.  ASARCO has assumed that the substantive law of
      either Alabama or Delaware will apply to the Derivative
      Asbestos Claims.  However, the Asbestos Committee and the
      FCR believe that Texas law may apply as the Asbestos
      Debtors' principal place of business and principal assets
      warranted their filing their Chapter 11 cases in the Texas
      Bankruptcy Court;

   5. ASARCO and its Creditors Committee's arguments ignore the
      fact that the cases are jointly administered but have not
      been substantively consolidated; and

   6. The classification of the Derivative Asbestos Claims as
      core or non-core has no bearing on the Court's analysis and
      on a Seventh Amendment determination.  Even if the Court
      determines that the Derivative Asbestos Claims constitute a
      core proceeding, the Asbestos Debtors will not have lost
      their right to a trial by jury on their legal claims.

                         About ASARCO LLC

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ATHENA CDO: Moody's Eyes Upgrade for B1 Rated $53MM Senior Notes
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Athena CDO,
Limited on watch for possible upgrade:

   * The U.S.$53,000,000 Second Priority Senior Secured Notes Due
     2010

     -- Prior Rating: B1
     -- Current Rating: B1 (on watch for possible upgrade)

According to Moody's, the rating action is the result of
improvement in par coverage of the notes.


ATTACHMATE 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 U.S. Technology Software sectors this week,
the rating agency confirmed its B3 Corporate Family Rating for
Attachmate 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
   ----------           -------  -------  ------   ----------
   $20 Million
   Senior Secured
   Revolving Credit
   Facility               B2       B1      LGD2       28%

   $300 Million
   Senior Secured
   First Lien             B2       B1      LGD2       28%

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-
umeric 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 Seattle, Washington, Attachmate Corporation is a software
services provider specializing in host access and integration
solutions.


CA 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. Technology Software sectors this week,
the rating agency confirmed its Ba1 Corporate Family Rating for
CA, 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
   ----------           -------  -------  ------   ----------
   $350 Million
   6.5% Senior
   Unsecured Notes
   due 2008               Ba1      Ba1     LGD4       54%

   $1 Billion
   Senior Global
   Notes due 2011         Ba1      Ba1     LGD4       54%

   $460 Million
   Convertible
   Senior Unsecured
   Notes due 2009         Ba1      Ba1     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-
umeric 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 Islandia, New York, CA, Inc. -- http://www.ca.com/--  
engages in the development, delivery, and licensing of information
technology management software products and services.


BODIES IN MOTION: Hires FocalPoint as Financial Advisor
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
allowed Bodies in Motion, Inc., to employ FocalPoint Securities
LLC, as its financial advisor.

The firm is expected to:

     a) design and implement processes to effect a transaction;

     b) prepare offering memorandum and financial model to be
        provided to prospective sources;

     c) coordinate contact with sources;

     d) analyze financial models, as necessary;

     e) evaluate and compare proposals to provide capital to
        the Debtor;

     f) negotiate terms of a transaction; and

     g) review legal documents.

The Debtor disclosed that it has paid the firm $15,000 as
prepetition retainer.  FocalPoint Securities will be paid $10,000
per month for its services.

Duane K. Stullich, a managing director at FocalPoint Securities,
assured the Court that his firm does not hold any interest adverse
to the Debtor's estates.

Mr. Stullich can be reached at:

     Duane K. Stullich
     FocalPoint Securities LLC
     15303 Ventura Boulevard, Suite 1510
     Los Angeles, California 91403
     Tel: (818) 728-6040
     Fax: (818) 728-6044
     http://www.focalpointllc.com/

Headquartered in North Hills, California, Bodies in Motion Inc.
-- http://www.bodiesinmotion.com/-- operates a chain of private  
fitness facilities offering boxing, yoga, personal training, and
other physical fitness programs.  The Company filed for chapter 11
protection on June 20, 2006 (Bankr. C.D. Calif. Case No. 06-
10931).  Ron Bender, Esq., at Levene, Neale, Bender, Rankin &
Brill, LLP, represents the Debtor.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


BREUNERS HOME: Court Okays McGrane Greenfield as Local Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Montague S. Claybrook, the Chapter 7 Trustee overseeing the
liquidation of Breuners Home Furnishings Corp. and its
debtor-affiliates, authority to employ McGrane Greenfield, L.L.P.,
as his local counsel.

The Trustee says that Isabel Donovan, the Debtor's former
employee, commenced an action before the Labor Commissioner in San
Jose, California, seeking damages in excess of $25,000 in
connection with a postpetition wage claim.

Mr. Claybrook wants Mcgrane Greenfield to assist him with respect
to the Donovan Labor Action.  The Trustee discloses that it wants
to retain Mcgrane Greenfield because of the firm's familiarity
with actions before the Labor Commissioner and extensive
experience in the field of bankruptcy law.

Bernard S. Greenfield, Esq., a partner at Mcgrane Greenfield,
told the Court that he will bill at $450 per hour for this
engagement.  Mr. Greenfield disclosed that Marcia E. Gerston,
Esq., will also be rendering services and will charge $350 per
hour.

Mr. Greenfield assured the Court that his firm does not hold any
interest adverse to the Debtors' estates.

Mr. Greenfield can be reached at:

     Bernard S. Greenfield, Esq.
     Mcgrane Greenfield, L.L.P.
     40 South Market Street, 2nd Floor
     San Jose, CA 95113
     Tel: (408) 995-5600
     Fax: (408) 995-0308
     http://www.mghh.com/

Headquartered in Lancaster, Pennsylvania, Breuners Home
Furnishings Corp. -- http://www.bhfc.com/-- was one of the  
largest national furniture retailers focused on the middle the
upper-end  segment of the market.  The Company and its debtor-
affiliates, filed for chapter 11 protection on July 14, 2004
(Bankr. Del. Case No. 04-12030).  Bruce Grohsgal, Esq., and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors.  Great American Group,
Gordon Brothers, Hilco Merchant Resources, and Zimmer-Hester were
brought on board within the first 30 days of the bankruptcy filing
to conduct Going-Out-of-Business sales at the furniture retailer's
47 stores.  The Bankruptcy Court converted the case to a Chapter 7
liquidation on Feb. 8, 2005.  Montague S. Claybrook serves as the
Chapter 7 Trustee.  Mr. Claybrook is represented by Michael G.
Menkowitz, Esq., at Fox Rothschild LLP.  When the Debtors filed
for chapter 11 protection, they reported more than $100 million in
estimated assets and debts.


CALPINE CORP: Hilco to Auction Eight Generators on November 16
--------------------------------------------------------------
Hilco Industrial, LLC, has scheduled a November 16th, 2006 date
for the simultaneous on-site and Global WebCast auction of Eight
unused Gas and Steam Turbine Generators and miscellaneous plant
equipment, for Calpine Corporation in Las Vegas, Nevada at 10 am
Pacific Time.  Calpine Corporation is a major North American power
company, delivering electricity to 20 U.S. States and three
Canadian provinces.

This auction is being conducted by order of the U.S. Bankruptcy
Court for the Southern District of New York.

The auction will feature four Siemens 501FD-2 Gas Turbine and
Generators, Three GE LM6000 Gas Turbine and Generator sets and One
Fuji 140 MW Steam Turbine and Generator set.  The auction will
also feature balance of plant equipment including valves, a
turbine inlet chiller package, a unit auxiliary transformer, and
residual GE7FA engine equipment.

A preview of these assets will take place by appointment only.
To set up a preview appointment, contact Hilco Industrial at
(248) 254-9999.

The Auction will be conducted on Thursday, November 16th, 2006,
beginning at 10 a.m. (Pacific Time).  Prospective buyers may bid
online at http://www.hilcoind.com/ or attend in-person.  Preview  
information, equipment site, asset catalog, terms and conditions
and online bidding procedures are available at
http://www.hilcoind.com/

                      About Hilco Industrial

Hilco Industrial, LLC -- http://www.hilcoind.com/-- helps  
manufacturers, wholesalers, distributors, and the financial
institutions that serve them, to maximize the value of surplus and
under-utilized industrial machinery, equipment and inventory.  A
global leader in industrial asset monetization, Farmington Hills,
Michigan-based Hilco Industrial has substantial capital resources
available to acquire assets and subsequently sell them at on-site
and/or webcast auctions, or through negotiated sales.  Hilco
Industrial, LLC is a member of The Hilco Organization --
http://www.hilcotrading.com/-- an internationally-known and  
respected provider of asset valuations, asset acquisition and
disposition services, and specialized debt and equity capital.

                           About Calpine

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.


CHARMING CASTLE: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Charming Castle LLC
        dba Indies House
        P.O. Box 190
        Hackleburg, AL 35564
        Tel: (205) 935-3117
        Fax: (205) 935-8387

Bankruptcy Case No.: 06-71420

Type of Business: The Debtor manufactures mobile homes.
                  See http://www.indieshouse.net/

Chapter 11 Petition Date: October 5, 2006

Court: Northern District of Alabama (Tuscaloosa)

Debtor's Counsel: Robert L. Shields, III, Esq.
                  The Shields Law Firm
                  2025 Third Avenue North, Suite 301
                  Birmingham, AL 35203
                  Tel: (205) 323-0010
                  Fax: (205) 322-8385

Estimated Assets: Less than $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Hugh Weeks                              $6,273,201
2221 Brookshire Place
Birmingham, AL 35223

Consolidated Forest Products              $347,247
155 County highway 62
Bear Creek, AL 35543

Universal Forest Products                 $268,086
P.O. Box 530155
Atlanta, GA 30353-0155

General Electric Appliances               $240,179
P.O. Box 281865
Atlanta, GA 30384-1865

Adorn                                     $235,432
2421 South Nappanee Street, Suite B
Elkhart, IN 46517

Chaparral Steel                           $232,547

Patrick Industries Inc.                   $228,577

Shaw Industries Inc.                      $204,225

Door Components                           $180,510

Elixer Industries                         $166,805

Posey Supply Co., Inc.                    $163,944

Continental Axel                          $163,600

Crane Plastics Siding, LLC                $162,308

Tarkett USA, Inc.                         $129,017

Kinro, Inc.                               $117,510

Dave Carter & Associates                  $116,718

Fastening Solutions                        $75,614

Service Supply Distributions               $74,982

Wesco                                      $69,015


COI MIDWEST: Wants Plan Filing Period Extended to March 29
----------------------------------------------------------
COI Midwest Investment LLC asks the U.S. Bankruptcy Court for the
Central District of California to extend, until March 29, 2007,
the period within which it has the exclusive right to file a plan
of reorganization.  The Debtor also wants its time to solicit
acceptances of that plan extended to May 28, 2007.

The Debtor explains that during the first two to three months of
its chapter 11 case, it devoted substantial time to negotiate a
sale agreement with Prime Measurement Products, Inc.  In addition,
the Debtor says it has been working diligently to hire the
necessary professionals in order to prepare the property for sale.

The Debtor says that the property will be ready for marketing in
the first quarter of 2007.  The Debtor believes that the extension
will give it more time to prepare a successful disclosure
statement and provide a meaningful distribution to creditors and
equity holders as a result of the property sale.

Headquartered in the City of Industry, California, COI Midwest
Investments LLC leases its real property in Canyon Road.  The
Company filed for bankruptcy protection on June 1, 2006 (Bankr.
C.D. Calif. Case No. 06-12329).  Ron Bender, Esq., and David B.
Golubchik, Esq., at Levene, Neale, Bender, Rankin & Brill, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it reported assets amounting between
$10 million and $50 million and debts aggregating between
$1 million and $10 million.


COI MIDWEST: Taps Property Condition as Property Assessor
---------------------------------------------------------
COI Midwest Investment LLC asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Property
Condition Assessments, LLC, as its property assessor.

Property Condition will prepare a property assessment report
regarding the Debtor's real property located at 900 South Turnbull
Canyon Road, in the City of Industry, California.  In addition,
the firm will evaluate the general condition of the base building
shell as well as mechanical, electrical, plumbing, fire and life
safety systems.

The Debtor believes that the value of the property is largely in
excess of the secured and unsecured debt asserted against its
estate.  As a result, the Debtor says all allowed claims would be
paid in full from the proceeds of the sale of the property.

Property Condition will receive an $8,200 flat fee for its
services.

John I. Luna, a managing member at Property Condition, assures the
Court that his firm does not hold any interest adverse to the
Debtor's estate.

Mr. Luna can be reached at:

        Property Condition Assessments, LLC
        16 N. Marengo Ave., Suite 510
        Pasadena, CA 91101
        Tel: (626) 685-9560
        Fax: (626) 685-9570

Headquartered in the City of Industry, California, COI Midwest
Investments LLC leases its real property in Canyon Road.  The
Company filed for bankruptcy protection on June 1, 2006 (Bankr.
C.D. Calif. Case No. 06-12329).  Ron Bender, Esq., and David B.
Golubchik, Esq., at Levene, Neale, Bender, Rankin & Brill, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it reported assets amounting between
$10 million and $50 million and debts aggregating between
$1 million and $10 million.


COMMODORE APPLIED: June 30 Stockholders' Deficit Tops $10 Million
-----------------------------------------------------------------
Commodore Applied Technologies, Inc., has filed its financial
statements for the second quarter ended June 30, 2006, with the
Securities and Exchange Commission.

For the three months ended June 30, 2006, the Company reported a
$597,000 net loss on $1,826,000 of contract revenues, compared
with a $5,095,000 net loss on $2,733,000 of contract revenues for
the same period in 2005.

The Company's balance sheet at June 30, 2006, showed $1,791,000 in
total assets and $12,491,000 in total liabilities, resulting in a
$10,700,000 stockholders' deficit.  The Company had a $9,864,000
deficit at Dec. 31, 2005.

The Company's June 30 balance sheet also showed strained liquidity
with $1,651,000 in total current assets available to pay
$6,565,000 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?1301

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 12, 2006,
Tanner LC in Salt Lake City, Utah, raised substantial doubt about
Commodore Applied Technologies, Inc.'s ability to continue as a
going concern after auditing the consolidated financial statements
for the years ended Dec. 31, 2005, and 2004.  The auditor pointed
to the Company's recurring losses and working capital deficiency.

                      About Commodore Applied

Commodore Applied Technologies, Inc. -- http://www.commodore.com/
-- is a diverse technical solutions company focused on high-end
environmental markets.  The Commodore family of companies includes
subsidiaries Commodore Solution Technologies and Commodore
Advanced Sciences.  The Commodore companies provide technical
engineering services and patented remediation technologies
designed to treat hazardous waste from nuclear and chemical
sources.


COMPLETE PRODUCTION: S&P Upgrades Corporate Credit Rating to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on oilfield service provider Complete Production Services
to 'B+' from 'B'.  The outlook is stable.

In addition, Standard & Poor's also raised the ratings on the
revolving credit facility and term loan to 'B+' from 'B'.

As of June 30, 2006, the Houston, Texas-based company had  
$441 million of debt.

"The rating action incorporates the company's improved business
profile due to its greater diversification of oil and gas
services, capital expenditures to expand its operations, and good
operating performance due to favorable market fundamentals," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos.

"The financial profile has improved with the recent IPO, where the
company raised about $300 million of primary proceeds in equity,"
she continued.

The ratings reflect the company's weak business position as an
oilfield services provider, with an aggressive growth strategy in
the cyclical, capital-intensive, and highly competitive oilfield
services industry.

Slightly mitigating these weaknesses are the company's adequate,
near-term liquidity for meeting capital spending and diversified
product lines in the currently favorable well-servicing
environment.

The stable outlook reflects the expectation that the company will
continue to benefit from favorable, near-term market conditions
strengthening through early 2007, continue its acquisitive growth
strategy, and maintain adequate liquidity.

A cyclical downturn and/or an aggressive debt-financed acquisition
resulting in the deterioration of the company's financial profile
and liquidity could warrant lower ratings.

On the other hand, a meaningful sustained improvement in credit
metrics could lead to a rating upgrade or positive outlook over
the intermediate term.


COMPLETE RETREATS: Taps XCMS as Agent Under U.S. Bankr. Sec. 363
----------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Complete Retreats
LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for
the District of Connecticut for authority to employ XRoads Claims
Management Services, LLC, as their claims and noticing agent until
Sept. 30, 2006.

In August 2006, the Debtors filed an application pursuant to
Section 156(c) of the Judiciary and Judicial Procedure Code to
employ XCM as their claims and noticing agent.

The United States Trustee objected to the XCM Retention
Application and pointed out that the Debtors:

   -- do not seek to employ XCM pursuant to Section 327 of the
      Bankruptcy Code but the proposed services of XCM are those
      generally performed by a professional employed pursuant to
      Section 327;

   -- do not propose to subject XCM's fees and expenses to Court
      oversight and review in accordance with Section 330 of the
      Bankruptcy Code; and

   -- have not provided information to show that the fees charged
      by XCM are commercially reasonable and standard when
      compared to those of other parties offering the same or
      similar services.

In addition, the U.S. Trustee asserted that to the extent Holly
Felder Etlin, the Debtors' chief restructuring officer, has the
right to contract for XCM, insider and other issues will arise
that would prohibit XCM's employment by the Debtors.

Subsequently, the Debtors voluntarily withdrew the XCM Retention
Application after discussions with their counsel and the U.S.
Trustee.

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


COMPLETE RETREATS: Private Files Complaint Against Gram, et. al.
----------------------------------------------------------------
Debtor Private Retreats Belize, LLC, seeks to avoid and recover
prepetition transfers made to:

   -- Jeffrey Gram,
   -- Casa Olita Ltd.,
   -- Private Island Management Group,
   -- Espanto Island Resort, Ltd.,
   -- Espanto Partners, Ltd.,
   -- Bluewater Holding, Ltd.,
   -- Island Seekers, Ltd., and
   -- John Does 1-25.

Casa Olita, Private Island Management, Espanto Island Resort,
Espanto Partners, and Bluewater Holding are believed to be alter
egos of Mr. Gram.

Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut,
relates that the Debtor's complaint arises from a December 2003
transaction, wherein Private Retreats Belize bought an island and
resort properties off the coast of Belize -- Cayo Espanto -- from
Mr. Gram for approximately $2,900,000, with additional
substantial incentives.

The purchase price consisted of $850,000 cash and a $2,050,000
promissory note.  The Promissory Note obligated Private Retreats
Belize to make two consecutive payments of $300,000 each.  
Commencing on February 12, 2004, the Debtor was required to pay
Mr. Gram 39 consecutive level monthly installments of $42,700,
which included interest at an annual rate of 7.5%.  The
Promissory Note was to be paid off in full by April 12, 2007.

As part of the transaction, Private Retreats Belize also entered
into a management agreement with Private Island Management,
whereby Mr. Gram, through his company Private Island Management,
would be the manager of Cayo Espanto in return for 80% of its net
profits.  The Management Agreement provides that Private Retreats
Belize was to be responsible for 86% of the expenses associated
with running the resort operations on Cayo Espanto, with Mr.
Gram, through his company Casa Olita, responsible for the
remaining 14% of Resort Fees.  Also, if Private Island Management
was terminated as a manager, even for cause, it was entitled to a
$1,000,000 termination fee.

Private Retreats Belize also entered into a lease on Dec. 8, 2003,
where it leased one of the houses on Cayo Espanto, worth
approximately $1,000,000, to Casa Olita in exchange for a one-
time $99 payment and $1 a year for 99 years.

Mr. Daman relates that on June 16, 2006, Mr. Gram informed
Private Retreats Belize that due to certain "defaults, and in
particular the payment defaults" under the Management Agreement,
he purported to have terminated the Management Agreement.

In a separate letter, Mr. Gram stated that he "exercised the
power of sale [of Cayo Espanto] conferred by the mortgage
debentures . . . effective on June 5, 2006."  Mr. Gram
transferred Private Retreats Belize's interests in Cayo Espanto
to Espanto Partners, and purports to now operate the property
through Espanto Island Resorts.

Moreover, Mr. Daman continues, as a result of Mr. Gram's
purported termination of the Management Agreement, he also
illegally terminated the Lease Agreement, and seized ownership of
and sold the house the Debtor owned and rented to Mr. Gram to
Espanto Partners.

Mr. Daman argues that Private Retreats Belize received no value
for its interest in Cayo Espanto and was insolvent at the time
the transfer took place.  "The transfer of Cayo Espanto to alter
egos of [Mr.] Gram was well below its market value."  On March 7,
2006, H.G. Christie, Ltd., a Caribbean real estate broker,
appraised Cayo Espanto for $6,800,000.

Mr. Daman points out that Mr. Gram has failed and refused to
either (1) undo the Fraudulent Transfer of Cayo Espanto to his
alter ego, Espanto Partners, or (2) pay the Debtor the reasonable
commercial value of its interest in Cayo Espanto.

The Debtor asks the U.S. Bankruptcy Court for the District of
Connecticut for a judgment in its favor and against Mr. Gram, et
al., in an amount sufficient to fairly compensate it for the value
of its interest in Cayo Espanto.

Private Retreats Belize made payments to Private Island
Management from February 28, 2004, until June 23, 2006, totaling
$2,239,330 in cash advances for expenses and fees associated with
operating the resort on Cayo Espanto.

Mr. Daman asserts that Mr. Gram misappropriated expenses and
management fees, and used them for his personal interests and
other business interests not related to Cayo Espanto.

Thus, the Debtor asks the Court to require Mr. Gram and Private
Island Management to provide a monthly accounting of the expenses
and fees from Dec. 8, 2003, through June 23, 2006.

The Debtor adds that:

   -- Mr. Gram and Casa Olita should be made to remit $1,000,000
      plus prejudgment interest for their breach of the Lease
      Agreement; and

   -- Mr. Gram and Private Island Management should be made to
      remit $6,800,000 plus prejudgment interest and punitive
      damages for their breach of the Management Agreement and
      wrongful and unlawful conversion.

Private Retreats Belize also asks the Court to find that Espanto
Partners, Bluewater Holding, and Island Seekers are subject to
jurisdiction of the Bankruptcy Court by reason of Mr. Gram's
contacts with the United States and be held liable for Mr. Gram's
wrongful conduct.

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


COMPLETE RETREATS: Court Approves Proposed Interim Fee Procedures
-----------------------------------------------------------------
At Complete Retreats LLC and its debtor-affiliates' behest, the
U.S. Bankruptcy Court for the District of Connecticut established
uniform procedures for compensating and reimbursing Court-approved
professionals on an interim basis similar to those established in
other large Chapter 11 cases, subject to certain modifications.

The Honorable Alan H.W. Shiff ordered that these documents be
filed with the Court and served on the Notice Parties:

   (a) each Professional's Monthly Statement,
   (b) Objections to the Monthly Statements, and
   (c) Certificates of No Objection to the Monthly Statements.

Judge Shiff noted that a professional will not be entitled to
receive monthly compensation until it properly files an interim
fee application.

The Court permited counsel for any official committee appointed in
the Debtors' Chapter 11 cases to, in accordance with the
Compensation Procedures, collect and submit statements of
expenses allowed under Section 503(b)(3)(F) of the Bankruptcy
Code, along with supporting vouchers, from members of the
committees for reimbursement.  However, counsel to the committees
will ensure that the reimbursement requests comply with any
guidelines promulgated by the Office of the United States
Trustee.

The Debtors' proposed interim fee procedures, published in the
Troubled Company Reporter on Aug. 17, 2006, states that:

   (a) By the 20th day of each month, after the month for which
       compensation is sought, each Professional will serve a
       monthly statement to:

       * the Debtors,
       * the counsel for the Debtors,
       * the counsel for the Debtors' postpetition DIP lenders,
       * the counsel for the Creditors Committee; and
       * the Office of the United States Trustee.

       The first Monthly Statement will be due on Sept. 20, 2006,
       for the period covering the Debtors' bankruptcy filing
       through and including Aug. 31, 2006;

   (b) Any party that objects to a Monthly Statement is required
       to serve on the Affected Professional and the Notice
       Parties, within 20 days after the service of the Monthly
       Statement, a written statement that:

         -- describes the precise nature and basis of the
            Objection; and

         -- specifies the amount of objectionable fees or
            expenses at issue;

   (c) If an Objection is served, the Objecting Party and the
       Affected Professional are required to make a good-faith
       attempt to resolve the Objection on a consensual basis.
       All Objections that are not resolved by the parties will
       be preserved and presented to the Court at the next
       interim or final fee application hearing;

   (d) If no Objection to a Monthly Statement has been served
       prior to the relevant Objection Deadline, the Affected
       Professional will serve on the Debtors and their counsel a
       certification that there has been no Objection to its
       Monthly Statement, and the Debtors are authorized to pay
       80% of the sought fees and 100% of the sought expenses.

       If an Objection is timely served, the Affected
       Professional will serve on the Debtors and their counsel a
       certification indicating that there has been an Objection
       and stating the total fees and expenses in the Monthly
       Statement not subject to the Objection.  The Debtors are
       then authorized to pay the Affected Professional an amount
       equal to 80% of the fees and 100% of the expenses not
       subject to the Objection;

   (e) From Jul. 23, 2006 through Oct. 31, 2006, and at four-
       month intervals afterwards, each Professional will file
       with the Court, within 30 days of the end of the Interim
       Fee Period, an interim fee application for interim Court
       approval and allowance of 100% of the compensation and
       expense reimbursement sought in the Monthly Statements
       served during the Interim Fee Period;

   (f) If an Objection to all or part of the Interim Fee
       Application is timely and properly filed within 30 days
       from the filing of the Interim Fee Application, the
       Objection will be considered at the Interim Fee Hearing;

   (g) If no Objection to the Interim Fee Application is timely
       and properly filed by the applicable Fee Objection
       Deadline, the Professional will file with the Court and
       serve on the Debtors and their counsel a certification
       that there have been no Objections to its Interim Fee
       Application;

   (h) The Court will convene an Interim Fee Hearing on pending
       Interim Fee Applications, once every four months.  The
       Debtors will provide notice of all Interim Fee Hearings to
       the Notice Parties; and

   (i) A pending objection to a Monthly Statement or an Interim
       Fee Application will not disqualify a Professional from
       the future payment of compensation or reimbursement of
       expenses that are requested in accordance with the
       Compensation Procedures.

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


COPELANDS' ENTERPRISES: Panel Hires Landis Rath as Bankr. Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured  Creditors in Copelands'
Enterprises, Inc.'s chapter 11 case, permission to employ Landis
Rath & Cobb, LLP, as its bankruptcy counsel, nunc pro tunc to
Aug. 14, 2006.

Landis Rath will:

     a) render legal advice with respect to the powers and duties
        of the Committee and the other participants in the
        Debtor's case;

     b) assist the Committee in its investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtor, the operation of the Debtor's business and
        any other matter relevant to the bankruptcy case, as and
        to the extent such matters may affect the Debtor's
        creditors;

     c) prepare all necessary applications, motions, answers,
        orders, reports and papers on behalf of the Committee,
        and appear on behalf of the Committee at Court hearings
        as necessary and appropriate in connection with the
        bankruptcy case;
  
     d) render legal advice and perform legal services in
        connection with the foregoing; and

     e) perform all other necessary legal services in connection
        with the bankruptcy case, as may be requested by the
        Committee.

Adam G. Landis, Esq., a partner of the firm, will charge the
Debtor $480 per hour for this engagement.  He also disclosed the
firm's other professionals billing rate:

     Professionals            Designation       Hourly Rate
     -------------            -----------       -----------
     Kerri K. Mumford, Esq.    associate           $250
     John H. Strock, Esq.      associate           $195

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

Mr. Landis can be reached at:

     Adam G. Landis, Esq.
     Landis Rath & Cobb LLP
     919 Market Street, Suite 600
     P.O. Box 2087
     Wilmington, DE 19899
     Tel: (302) 467-4400
     Fax: (302) 467-4450
         
Based in San Luis Obispo, California, Copelands' Enterprises,
Inc., dba Copelands' Sports -- http://www.copelandsports.com/--  
operates specialty sporting goods stores.  The Company filed for
chapter 11 protection on Aug. 14, 2006 (Bankr. D. Del. Case No.
06-10853).  Laura Davis Jones, Esq., Marc A. Berlinson, Esq., and
Ira A. Kharasch, Esq., at Pachulski, Stang, Ziehl, Young, Jones, &
Weintraub LLP, in Los Angeles, California, represent the Debtor.  
Clear Thinking Group serves as the Debtor's financial advisor.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $50 million
and $100 million.


COPELANDS' ENTERPRISES: Hires Keen Realty as Real Estate Advisor
----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Copelands' Enterprises, Inc., to
employ Keen Realty, LLC, as its special real estate consultant.

Keen Realty is expected to:

   a) review all pertinent documents and consult with the Debtor's
      counsel, as appropriate;

   b) develop and implement a marketing program which may include,
      as appropriate, newspaper, magazine or journal advertising,
      letter or flyer solicitation, placement of signs, direct
      telemarketing, and other marketing methods as may be
      necessary;

   c) communicate with potential replacement tenants, brokers,
      investors, landlords, etc. and endeavor to locate additional
      parties who may have an interest in the purchase of a
      property;

   d) respond and provide information to, negotiate with, and
      solicit offers from prospective purchasers and settlements
      from landlords and make recommendations to the Debtor as to
      the advisability of accepting particular offers and
      settlements;

   e) meet periodically with the Debtor, its accountants and
      attorneys, in connection with the status of its efforts;

   f) work with attorneys responsible for the implementation of
      the proposed transactions, reviewing documents, negotiating
      and assisting in resolving problems which may arise; and

   g) appear in Court during the term of this retention, testify
      or consult with the Debtor in connection with the marketing
      or disposition of a property.

Keen Realty will be paid:

   a) an initial payment of $400 per renegotiation property for
      the review of documents, analysis of the leases, and
      development and implementation of a renegotiation strategy;

   b) $1,500 or 4% of gross proceeds from the transaction;

   c) a minimum transaction fee or 4% of gross proceeds from the
      transaction with respect to the waiver, release or negation
      of a landlord's rejection claim;

   d) a $400 minimum fee per property if a leasehold property is
      rejected or otherwise withdrawn from the scope of the
      agreement and the consultant has not earned a fee;

Harold Bordwin, a Keen Realty member, assures the Court that his
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Based in San Luis Obispo, California, Copelands' Enterprises,
Inc., dba Copelands' Sports -- http://www.copelandsports.com/--  
operates specialty sporting goods stores.  The Company filed for
chapter 11 protection on Aug. 14, 2006 (Bankr. D. Del. Case No.
06-10853).  Laura Davis Jones, Esq., Marc A. Berlinson, Esq., and
Ira A. Kharasch, Esq., at Pachulski, Stang, Ziehl, Young, Jones, &
Weintraub LLP, in Los Angeles, California, represent the Debtor.  
Adam G. Landis, Esq., at Landis Rath & Cobb LLP represents the
Official Committee of Unsecured Creditors.  Clear Thinking Group
serves as the Debtor's financial advisor.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $50 million and $100 million.


COPELANDS' ENTERPRISES: Selling Nine Leases on November 14
----------------------------------------------------------
Copelands' Enterprises, Inc., is auctioning off leases of Copeland
stores in four states, including Oregon, The Portland Business
Journal reports.

Keen Realty LLC will market and dispose of the Company's 11 leased
stores in Oregon, California, Nevada and Utah.

According to the Journal, two of the Debtor's six stores in Oregon
will be sold.  One store is located at 12200 S.E. 82nd Ave. in
Clackamas and the other is located at 11959 S.W. Canyon Road in
Beaverton.

As reported in the Troubled Company Reporter on Sept 1, 2006, the
Debtor sought the U.S. Bankruptcy Court for the District of
Delaware's authority to:

   -- to close 11 of their retail store locations; and

   -- to conduct going-out-of-business sales free and
      clear of liens pursuant to Sections 363(b) and (f) of the
      U.S. Bankruptcy Code.

The remaining GOB 9 stores are located in:

   a. Store # 2
      Santa Barbara # 2
      1137 State Street
      Santa Barbara, CA 93102

   b. Store # 4
      Santa Barbara # 4
      1230 State Street
      Santa Barbara, CA 93102

   c. Store # 13
      Carmichael
      6404 Fair Oaks Boulevard
      Carmichael, CA 95608

   d. Store # 23
      Sacramento
      643 Downtown Plaza, #1-C-100
      Sacramento, CA 95814

   e. Store # 58
      Las Vegas (BOB
      3860 S Maryland Parkway
      Las Vegas, NV 89119

   f. Store # 60
      Henderson
      579 N Stephanie Street
      Henderson, NV 89014

   g. Store # 61
      Provo
      4801 N University, Suite 210
      Provo, UT 84604

   h. Store # 65
      El Cerrito
      300 El Cerrito Plaza
      El Cerrito, CA 94530

   i. Store # 67
      Walnut Creek
      1330 S California Boulevard
      Walnut Creek, CA 94596

The leases will be auctioned on Nov. 14, 2006.  The deadline for
submitting bids is Nov. 9, 2006.

Based in San Luis Obispo, California, Copelands' Enterprises,
Inc., dba Copelands' Sports -- http://www.copelandsports.com/--  
operates specialty sporting goods stores.  The Company filed for
chapter 11 protection on Aug. 14, 2006 (Bankr. D. Del. Case No.
06-10853).  Laura Davis Jones, Esq., Marc A. Berlinson, Esq., and
Ira A. Kharasch, Esq., at Pachulski, Stang, Ziehl, Young, Jones, &
Weintraub LLP, in Los Angeles, California, represent the Debtor.  
Adam G. Landis, Esq., at Landis Rath & Cobb LLP represents the
Official Committee of Unsecured Creditors.  Clear Thinking Group
serves as the Debtor's financial advisor.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $50 million and $100 million.


DANA CORP: Equity Committee Taps Jefferies as Financial Advisors
----------------------------------------------------------------
The Official Committee of Equity Security Holders in Dana
Corporation and its debtor-affiliates' chapter 11 cases seeks
permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain Jefferies & Company, Inc., as its
financial advisors, nunc pro tunc to July 11, 2006.

The Debtors' Chapter 11 Cases are very large and complex and the
restructuring of their businesses will require an analysis of a
substantial number of difficult issues that will have significant
immediate and long term consequences, Gary Kaplan, Esq., at
Fried, Frank, Harris, Shriver & Jacobson, LLP, in New York,
relates.  

These issues include, among other things:

   (a) how to deal with the Debtors' collective bargaining
       agreements and pension and other post-employment benefits
       obligations, including whether to seek relief under
       Sections 1113 and 1114 of the Bankruptcy Code;

   (b) which business divisions should be retained and which
       assets should be sold;

   (c) whether to renegotiate key customer contracts;

   (d) whether the Debtors' asbestos liabilities should "pass
       through" unimpaired, or whether alternative treatment
       should be established; and

   (e) whether the Debtors' plants should be relocated to other
       less costly locations.

On top of these issues, several other issues that frequently
arise in ordinary large Chapter 11 cases also must be addressed,
like employment compensation matters, and contract and lease
assumptions and rejections, Mr. Kaplan adds.  To address each of
those issues, the Official Committee of Equity Security Holders
requires a sophisticated financial advisor to perform analysis
and for the Equity Committee to act accordingly, Mr. Kaplan
asserts.

Moreover, the Debtors are in the process of formulating their
business plan.  It is imperative that the Equity Committee be
represented by financial advisors that can assist it in
understanding the assumptions that underlie the business plan and
in reviewing the many business decisions necessary that will
determine the future direction of the Debtors' business, Mr.
Kaplan contends.  Without a dedicated financial advisor, Mr.
Kaplan says the Equity Committee is without adequate means to
review the business plan or the many decisions that will be
implemented in order to lay the groundwork for achieving the
business plan.

As financial advisors, Jefferies will:

   (1) familiarize and analyze the Debtors' business, operations,
       assets, financial condition and prospects, including,
       without limitation, providing valuation analysis and
       related litigation support;

   (2) assist and advise the Equity Committee in examining and
       analyzing any potential or proposed strategy for
       restructuring or adjusting the Debtors' outstanding
       indebtedness or overall capital structure, whether
       pursuant to a plan of reorganization, a sale of assets or
       equity under Section 363 of the Bankruptcy Code, an
       infusion of financing or capital, a liquidation, or
       otherwise, including, where appropriate, assisting the
       Equity Committee in developing its own strategy for
       accomplishing a restructuring;

   (3) assist and advise the Equity Committee in evaluating and
       analyzing the proposed implementation of any
       restructuring, including the value of the securities, if
       any, that may be issued under any plan;

   (4) advise the Equity Committee on the current state of the
       "restructuring market" and in particular, the capital
       markets, including access to the capital markets in
       conjunction with the restructuring; and

   (5) render other financial advisory services as may from time
       to time be agreed on by the Equity Committee and
       Jefferies, including, but not limited to, providing expert
       testimony, and other expert and financial advisory support
       related to any threatened, expected, or initiated
       litigation.

Jefferies will be paid:

   (a) $500,000 in cash as initial financial advisory fee,
       payable upon the Court's approval of its retention;

   (b) $150,000 monthly fee commencing on the earlier of:

          (i) the release of the Debtors' business plan, or

         (ii) February 1, 2007, until the termination of the
              Engagement Letter; and

   (c) a transaction fee in an amount equal to either:

          (i) $5,250,000, if holders of the Debtors' existing
              equity securities retain or receive more than 50%
              of the equity of the reorganized Debtors,
              including, without limitation, any options,
              warrants, or securities convertible into equity, or
              the right to participate in a rights offering (x)
              at the value of the equity as of the effective date
              of a plan as determined by the Court or (y) that is
              actually subscribed by holders of Equity to achieve
              more than 50% ownership; or

         (ii) $2,500,000, if holders of the Debtors' existing
              equity securities retain less than 50% of the
              equity in the reorganized Debtors upon consummation
              of a plan confirmed by the Court consensually with
              the Equity Committee.

Steven R. Strom, managing director of Jefferies & Company, Inc.,
assures the Court that his firm does not represent any other
entity having an adverse interest in connection with the Debtors'
Chapter 11 Cases, and is a "disinterested person" as defined
under Section 101(14) of the Bankruptcy Code.  

Mr. Strom adds that Jefferies has no connection with the Official
Committee of Unsecured Creditors, the Debtors, their creditors
and other parties-in-interest in these Chapter 11 Cases.

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: Can Assume 36 Real Property Leases on Amended Schedule
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Dana Corporation and its debtor-affiliates authority to
assume 36 unexpired non-residential real property leases based on
the Debtors' amended assumed lease schedule, and deemed all
objections to the lease assumption resolved.

An amended seven-page list of the Assumed Leases is available for
free at http://researcharchives.com/t/s?12db

The Debtors revised the assumed lease schedule following
objections from lessors Lexington Corporate Properties Trust and
CRP Holdings B, L.P.

Lexington sought to have the Debtors' ninth lease added in the
schedules, while CRP Holdings asserted that the Debtors' "monthly
obligation" under its leases with CRP totals $19,567, not $15,750.

The Amended Assumed Leases Schedule reflects:

   (1) The unexpired lease between the Debtors and Bristol
       Industrial I, LLC, for a property located at 5540-48
       Bandini Boulevard, in Bell, California, has been removed
       from the Schedule because Bristol has agreed to extend the
       time for the Debtors to decide whether to assume or reject
       the Lease until December 31, 2006, pursuant to a Court
       approved stipulation.

   (2) The Debtors added the unexpired lease with LXP for the
       property at 730 N. Black Branch Road, in Elizabethtown,
       Kentucky.  The Debtors will pay $2,886 in connection with
       the assumption of the Lease.

   (3) The Debtors updated or corrected certain of the lessors'
       names and addresses.

   (4) The Debtors have reconciled certain cure amounts in
       response to additional information provided by certain
       lessors.

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: Wants to Walk Away from Nine Contracts and Leases
------------------------------------------------------------
Dana Corporation and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
reject nine executory contracts and unexpired leases effective as
of Sept. 30, 2006:

   Contracting Party                      Description
   -----------------                      -----------
   CCA Financial, LLC                     Equipment Lease
   CCA Financial, LLC                     Equipment Lease
   CCA Financial, LLC                     Equipment Lease
   Great America Leasing Corporation      Equipment Lease
   Citicorp Vendor Finance, Inc.          Equipment Lease
   Citicorp Vendor Finance, Inc.          Equipment Lease
   Perry Corporation                      Maintenance Agreement
   Perry Corporation                      Equipment Lease
   Electrolux Consumer Outdoor            Supply Agreement

According to the Debtors, the nine contracts and leases are not
necessary to their ongoing business operations or restructuring
efforts or are no longer profitable.  Thus, the Debtors' ongoing
obligations under the Leases and Contracts, aggregating
approximately $9,500 per month, impose an undue burden on the
Debtors' estates.  

Corinne Ball, Esq., at Jones Day, in New York, asserts that
maintaining the Leases and Contracts under these circumstances
would unnecessarily deplete the assets of the Debtors' estates to
the direct detriment of their creditors.  Moreover, the Debtors
have determined that the Agreements do not have any realizable
value in the marketplace.

Ms. Ball assures the Court that the Debtors have surrendered, or
will surrender by the applicable rejection effective date,
possession of any property leased under the Leases and Contracts
to the Contracting Party concerned.

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).


DC PROPERTIES: U.S. Trustee Wants Case Converted to Chapter 7
-------------------------------------------------------------
The U.S. Trustee for Region 4 asks the U.S. Bankruptcy Court for
the Southern District of West Virginia to convert the chapter 11
case of DC Properties, LLC, to chapter 7 liquidation proceedings.

The Trustee says that the case, filed on Dec. 20, 2005, remains
open without any reorganization plan having been confirmed.

The Trustee reminds the Court that the Debtor filed its January to
March 2006 monthly operating reports only after the Court issued
an order compelling the filing and directing the Debtor to file
all subsequent reports at the times required by law.  The Trustee
discloses that that the Debtor has also failed to file operating
reports for the months of June, July and August 2006.

According to the Trustee, monthly operating reports are required
to be filed in order for the Court, U.S. Trustee, and parties-in-
interest to evaluate the progress of the case.  The Trustee
contends that the Debtor's failure to file monthly operating
reports is cause to convert its case to a chapter 7 liquidation
proceeding.

Headquartered in Huntington, West Virginia, DC Properties, LLC
filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.
W.Va. Case No. 05-26014).  Joseph W. Caldwell, Esq., at Caldwell &
Riffee, and Marshall C. Spradling, Esq., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets between $1 million and
$10 million and estimated debts between $10 million and
$50 million.


DELPHI CORP: Considering Warren, Ohio, Plant Closure
----------------------------------------------------
Delphi Corp. may close its plant in Warren, Ohio, Bloomberg News
reports, citing Tom Kennedy, a lawyer representing the
Communication Workers of America.

The Warren Plant has about 3,800 workers, most of whom have opted
for the buyouts, Bloomberg News relates.

According to Bloomberg News' Tom Becker, workers in the Warren
Plant are represented by the International Union of Electronic,
Electrical, Salaried, Machine and Furniture Workers-
Communications Workers of America.

"We continue to have constructive dialogue with all of our U.S.
unions, including the IUE-CWA," Delphi spokesman Lindsey Williams
said, according to Bloomberg News.  "However, there are challenges
that must be addressed with the IUE-CWA leadership at the Warren
site if the operation is to remain viable."

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


DELPHI CORP: Appaloosa Seeks to Increase Equity Stake to 33%
------------------------------------------------------------
Appaloosa Management LP is currently negotiating with Delphi
senior management and General Motors Corp. chief financial officer
Frederick A. Henderson about investing billions of dollars in
Delphi in exchange for up to a one-third equity stake in Delphi,
The Wall Street Journal reports.

Harbinger Capital Partners, UBS AG and Merrill Lynch & Co. also
plan to invest in Delphi, the Journal says.

People involved in the negotiations expect a deal hammered out by
early October, the Journal's Ianthe Jeanne Dugan adds.

Appaloosa currently holds 52,000,000 shares of Delphi common stock
representing a 9.3% equity stake.

In August, Delphi agreed to furnish Appaloosa and Harbinger with
non-public, confidential or proprietary information necessary for
them to evaluate a possible business arrangement involving Delphi.  
Appaloosa has engaged UBS Securities LLC as its lead financial
advisor and lead capital markets advisor, and Merrill Lynch & Co.
as additional financial advisor, in connection with any potential
restructuring, acquisition or other  transaction.  The financial
advisors were given an opportunity to participate in any debt or
equity financing transactions involving Delphi.

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


DELPHI CORP: Inks Outsourcing Deals with EDS and Hewlett Packard
----------------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the U.S
Bankruptcy Court for the Southern District of New York for
authority to enter into and perform under:

   (a) an agreement with Electronic Data Systems Corporation and
       EDS Information Services, LLC, which provides for the  
       outsourcing of global desktops, service desk, and
       mainframe systems hosting; and

   (b) an agreement with Hewlett Packard Company, which provides
       for the outsourcing of server systems hosting.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, tells Judge Drain that the
Debtors' decision to enter into the IT Infrastructure Outsourcing
Agreements is one step in the implementation of their
transformation plan.  The Debtors intend to transform their
salaried workforce to ensure a competitive structure aligned with
their product portfolio and manufacturing footprint, which would
in turn, lower the Debtors' selling, general, and administrative
expenses.

To achieve this goal, the Debtors are designing and implementing
a shared service delivery model that will contribute to the
reduction of their global SG&A expense by $450 million annually.  
One aspect of this effort is Delphi's accelerated consolidation
and outsourcing of IT functions and the transition to common
processes and systems.  Benchmarking analysis conducted with
independent consultants concluded that Delphi's 2005 IT operating
budget of $588 million could be reduced by $256 million through
three transformation actions:

   (1) outsourcing IT services;

   (2) reducing the number and type of unique, non-common
       systems, moving to common operating platforms; and

   (3) running a streamlined IT shared service organization.

The Debtors' shared service model calls for the outsourcing of
these IT services: (a) global infrastructure services, including
desktops, service desk, and mainframe and server systems hosting;
(b) system development, maintenance, and support; and (c) network
services such as data networks and voice services.

Currently, the Debtors purchase IT services from more than 100
regional-based suppliers.  According to Mr. Butler, completion of
all three outsourcing phases would enable rationalization of the
supplier-provider base to fewer than 10 direct suppliers, which
will enable the Debtors to significantly reduce the number of
internal employees providing those services.  After one-time
transition costs of $80 million, net operating savings of $155
million are expected over the seven-year term of the IT
Infrastructure Outsourcing Agreements.

Based on arm's-length negotiations, the Debtors have recommended
to Delphi's Board of Directors to award aspects of the project to
each of EDS and HP.  Splitting the scope of the project between
EDS and HP allowed the Debtors to select the most competitive
terms offered by each of EDS and HP.

The Debtors sought and obtained the Court's permission to file
their agreements with EDS and HP under seal because they contain
competitively sensitive business information that, if publicly
disclosed, could detrimentally affect the Debtors' ability to
negotiate the terms of future agreements with other parties.

By moving to a model that provides for the outsourcing of IT
infrastructure services to two vendors, the Debtors believe that
they will:

   (a) achieve and sustain a competitive environment in which
       their service providers will provide service at
       competitive prices throughout the term of the agreement;

   (b) be able to develop stronger relationships with their fewer
       service providers;

   (c) reduce their costs through common process, common systems,
       and economies of scale; and

   (d) find providers with innovation and progressive technology.  

Delphi will contract for global infrastructure services for a
seven-year term, with costs between $700 million and $800
million.  Monthly operating expenses and one-time transition
costs will be charged directly or allocated to the Delphi
affiliates which use the services, with 35% of operating and
transition costs being borne by the Debtors and the remaining
costs by non-Debtor affiliates.

The scope of services to be provided under the IT Infrastructure
Outsourcing Agreements includes transition services both at
inception and at termination to ensure a smooth transition from
existing service providers to EDS and HP and also to ensure that
there is no disruption to Delphi's business at the end of the
term.

Each service provider would be required to submit a detailed
transformation plan which identifies principal changes in
technology and deliverables to allow Delphi to work toward
implementing common systems and a more efficient IT services
delivery model and achieve year-over-year price reductions over
the life of the contracts.  

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


DELTA AIR: Comair Labor Groups Says New Agreements Must Be Fair
---------------------------------------------------------------
The union leadership of the 1,600 Comair pilots, as represented by
the Air Line Pilots Association, International, and the 1,000
Comair flight attendants, as represented by Local 513 of the
International Brotherhood of Teamsters, have formally announced
that if the two parties are to provide contract relief to help
their carrier emerge from Chapter 11 bankruptcy, their two
agreements must be fair and consensual.

Following continued efforts to reach agreements, representatives
from both the pilot and flight attendant unions recently met at
the Comair ALPA offices in Erlanger, Kentucky, to discuss their
circumstances and develop a joint position.

Delta Air Lines, Inc., Comair's parent company, had given Comair
until Oct. 2, 2006, to reach new agreements with its unions.  This
date was also the deadline Delta had advertised for its request
for proposals, which solicited bids from regional carriers for
service Comair currently operates.

"The pilots and flight attendants will not have contract terms
imposed upon them, regardless of some artificial deadline," said
Capt. J.C. Lawson, chairman of the Comair ALPA unit.  "To date,
Comair management has not significantly budged from its initial
demand of $17.3 million in annual pilot concessions and offers
nothing in return if we grant them.  Our pilots are willing to
provide contract relief, but we expect a commitment from the
company, in the form of job security, for our efforts."

Connie Slayback, president of the Comair flight attendant
Teamsters' unit, noted, "We all want to help our airline emerge
from bankruptcy and return to profitability, but we have to be
able to reach a deal that both the flight attendants and
management can agree to."  Ms. Slayback added, "J.C. and I also
take the position that any agreement a Comair union negotiates
will be contingent upon other Comair labor groups reaching similar
agreements.  None of us will go this alone."

Capt. Lawson stated, "The pilots stand behind this statement.  We
support our flight attendants and expect Comair management to
negotiate in good faith with them."

                            About ALPA

Founded in 1931, ALPA -- http://www.alpa.org/-- is the world's  
largest pilot union representing more than 61,000 cockpit
crewmembers at 40 airlines in the U.S. and Canada.

                             About IBT

Founded in 1903, the IBT -- http://www.teamster.org/--   
represents more than 1.4 million hardworking men and women
throughout the United States and Canada.

                          About Delta Air

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.


DEVELOPMENT FINANCE: Fitch Holds Issuer Default Rating at BB
------------------------------------------------------------
Fitch affirmed the ratings of Development Finance Limited:

   -- Long-Term Issuer Default Rating at 'BB'
   -- Short-Term Issuer Rating at 'B'
   -- Individual Rating at 'D'
   -- Support Rating at '3'

The Rating Outlook is Stable.

Ratings of DFL reflect its ownership, efficient operating
structure, and sizable portion of stable long-term funding.

Offsetting factors include the company's concentration of
exposure, high though improving level of impaired loans, small
size and limited market position.

In 2005, net income continued to trend higher with an improving
ROA. Earnings benefited from sharply lower provisions for loan
losses combined with solid growth in net interest income, DFL's
primary revenue source.  In 1H06, earnings remained steady with a
favorable outlook for the rest of 2006.

DFL is a specialized lender and investment bank, providing
corporate finance, risk capital, microfinance loans and strategic
management advisory services to private enterprises in T&T, as
well as in other Caribbean countries.

The largest shareholders are RBTT Financial Holdings with a 31%
stake, the Government of Trinidad and Tobago with 28%, the
European Investment Bank with 8.5%, and the Inter-American
Investment Corporation with 8.5%.

Fitch believes there is a moderate probability of support from
DFL's institutional owners in the event of serious financial
difficulties.  Despite its small systemic and market position,
DFL's focus on the private sector is consistent with the strategic
goals of its main shareholders.


DOLLAR FINANCIAL: New $75MM Debt Facility Gets Moody's B3 Rating
----------------------------------------------------------------
Moody's Investors Service affirms Dollar Financial Group, Inc.'s
B3 Corporate Family Rating, and assigned a B3 senior secured
rating to its new $75 million U.S revolving credit facility.
Moody's also assigned a first time rating of B3 to the
$295 million term loan and $25 million revolving credit facilities
of National Money Mart Co., Dollar's Canadian subsidiary.  
Finally, Moody's assigned a first time rating of B3 to the
$80 million senior secured term loan facility of Dollar Financial
U.K. Limited, Dollar's U.K. subsidiary.  The rating outlook
remains positive.

The ratings relate to Dollar's plan to refinance its existing
senior unsecured notes and revolving credit facility and
concurrently acquire 82 of its Canadian franchise stores.  The new
credit facilities will fund the refinancing and acquisition.

Dollar's acquisition of the Canadian franchise stores will be
immediately accretive to earnings and contribute approximately $45
million to revenues and approximately $19 million to EBITDA.
Dollar also realizes several other benefits from this transaction,
such as lowering its consolidated tax burden, reducing its cost of
debt via the lower interest rate on the new credit facilities, and
freeing up territory in Canada for future growth initiatives.

Dollar's tax burden will be reduced as a result of: 1) interest
expense at the foreign subsidiaries will rise, thus reducing their
taxable income, and 2) interest expense at the U.S. entity will
decline and it will thereby become profitable, allowing it to
begin utilizing its approximately $100 million in net operating
loss carryforwards.

As a result of the increased debt load from the refinancing and
acquisition, Dollar's leverage, as measured by adjusted debt to
EBITDAR (total debt plus capitalized operating lease rentals
divided by EBITDA plus lease rental expense), will worsen relative
to the recent improvement that had resulted from the company's
common equity issue and debt paydown.  

Adjusted EBIT to interest expense (EBIT plus 1/3 of rental expense
divided by interest expense plus 1/3 of rental expense) will also
deteriorate modestly.  Somewhat mitigating these developments will
be higher consolidated EBITDAR margins resulting from the higher
margin Canadian stores and anticipated improvement in free cash
flow to adjusted debt.

The credit facilities at Dollar, NMM, and DFUL are secured on the
assets of the respective entity.  The facilities at NMM and DFUL
are guaranteed by Dollar, and are also cross-guaranteed, but for
tax reasons Dollar's revolver has no upstream guarantees from the
foreign subsidiaries (Dollar's facility does have a pledge of the
stock of the foreign subsidiaries, however).  In this respect,
Moody's considered the structural inferiority of the Dollar credit
facility to the facilities at the foreign subsidiary level.  
However, Moody's concluded that this factor did not warrant a
notching differential between the Dollar credit facility and the
facilities at the foreign subsidiary level.

The maintenance of the positive ratings outlook reflects Dollar's
strong competitive position within the industry, which Moody's
believes is enhanced by the Canadian acquisition, as well as the
strong cash flow generating capability of the firm.

What Could Change The Rating -- Up:

The main source of upward pressure on the rating would be
improvement in the company's leverage profile and free cash flow,
and demonstration that improved levels are sustainable.

What Could Change The Rating -- Down:

Increased leverage, material weakening in cash flows, and adverse
developments in the political/regulatory framework that affect
Dollar's business.

These are Moody's rating actions:

  * Dollar Financial Group, Inc.

     -- Corporate Family Rating B3
     -- Senior Secured Rating B3

  * National Money Mart Co.

     -- Senior Secured Rating B3

  * Dollar Financial U.K. Limited

     -- Senior Secured Rating B3

Moody's most recent rating action for Dollar occurred on July 20,
2006, when Moody's affirmed Dollar's Corporate Family Rating and
senior unsecured rating of B3 and changed the outlook to positive
from stable.

Dollar Financial Group is a wholly-owned subsidiary of Dollar
Financial Corp., an international financial services company
serving under-banked consumers.  Dollar, based in Berwyn, Pa.,
reported total assets of $551 million at fiscal year end
June 30, 2006.


DORAL FIN'L: Completes Restructuring Loan Pact with R-G Premier
---------------------------------------------------------------
Doral Financial Corporation completed the restructuring of
the terms of certain prior mortgage loan transfers between the
Company and R-G Premier Bank of Puerto Rico, a wholly owned
subsidiary of R&G Financial Corporation, that the Company had
recharacterized as secured borrowings as part of the restatement
process.

"With this transaction, the Company has successfully completed the
restructuring of substantially all of the prior mortgage loan
transfers that were recharacterized as secured borrowings as part
of the restatement," Glen Wakeman, Chief Executive Officer, said.  
This transaction also resolves Doral Bank's loan-to-one-borrower
issues that had resulted from the recharacterization.

As previously discussed in connection with the Company's
restatement, the Company had decided to reverse the mortgage loan
transfers that involved the generally contemporaneous purchase and
sale of mortgage loans from and to other local financial
institutions, where the amounts purchased and sold, and other
terms of the transactions, were similar.  In the case of the
transactions with R-G Premier, the Company reversed the gains
previously recognized with respect to certain transfers made to R-
G Premier and recorded the transactions as loans payable secured
by mortgage loans.  

Also, certain mortgage loans purchased by Doral Bank, the
Company's principal banking subsidiary, from R-G Premier that
had initially been reported as purchases of residential mortgage
loans were recharacterized as commercial loans secured by
mortgages.

Under the agreements with R-G Premier, the Company transferred
title to R-G Premier to the mortgage loans underlying the
recharacterized borrowing as payment in full of such borrowing and
entered into a servicing agreement pursuant to which the Company
will continue servicing the mortgage loans in exchange for an
annual servicing fee of 25 basis points of the unpaid principal
balance of the mortgage loans.  The outstanding principal balance
of the mortgage loans transferred by the Company to R-G Premier as
of Aug. 31, 2006, was approximately $411.2 million.

Similarly, R-G Premier transferred title to Doral Bank to the
mortgage loans underlying the commercial loan recognized by Doral
Bank as payment in full of the loan and Doral Bank entered into
a servicing agreement with R&G Mortgage Corporation pursuant to
which R&G Mortgage will continue servicing the mortgage loans in
exchange for an annual servicing fee of 25 basis points of the
unpaid principal balance of the mortgage loans.  The outstanding
principal balance of the mortgage loans transferred by R-G Premier
to Doral Bank as of August 31, 2006 was approximately $398.7
million.  In connection with the restructuring, the parties agreed
to terminate in full any outstanding recourse obligations.

Doral Financial Corporation (NYSE: DRL)
-- http://www.doralfinancial.com/-- a financial holding
company, is the largest residential mortgage lender in Puerto
Rico, and the parent company of Doral Bank, a Puerto Rico based
commercial bank, Doral Securities, a Puerto Rico based investment
banking and institutional brokerage firm, Doral Insurance Agency,
Inc. and Doral Bank FSB, a federal savings bank based in New York
City.

                           *     *     *

As reported in the Troubled Company Reporter on June 13, 2006,
Standard & Poor's Ratings Services lowered its long-term ratings
on Doral Financial Corp., including the company's long-term
counterparty rating, to 'B+' from 'BB-'.  At the same time,
Doral's outlook remains on CreditWatch with negative implications.


DYNAMIC LEISURE: Files Amended FY 2005 & First Quarter Financials
-----------------------------------------------------------------
Dynamic Leisure Corporation, fka DynEco Corporation, delivered its
amended financial statements on Form 10-KSB/A for the fiscal year
ended Dec. 31, 2005, and Form 10-QSB/A for the first quarter ended
March 31, 2006, to the Securities and Exchange Commission.

The amended annual report and quarterly report restate the
Company's financial statements.  The management became aware that
a default premium paid in 2006 in connection with the Modification
and Waiver agreement should have been accrued by DynEco Corp. at
Dec. 31, 2005.  The company believes that the consolidated
financials statements must be adjusted to accrue the $77,578
default premium.  The net loss was increased from $526,195 to
$603,773.

                    Restated Annual Financials

For the full year ended Dec. 31, 2005, the Company incurred a
$603,773 net loss on zero revenues, compared to a $434,523 net
loss on $286,900 of net revenues in 2005.

At Dec. 31, 2005, the Company's balance sheet showed $62,373 in
total assets and $1.2 million in total liabilities resulting in a
$1.1 million stockholders' deficit.

The Company's December 31 balance sheet also showed strained
liquidity with $32 million in total current assets available to
pay $76.7 million in total current liabilities coming due within
the next 12 months.

                   Restated Quarterly Financials

For the three months ended March 31, 2006, the Company incurred a
$4.1 million net loss on $1 million of net revenues.

At March 31, 2006, the Company's balance sheet showed $10.2
million in total assets and $10.3 million in total liabilities
resulting in a $133,436 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1.8 million in total current assets available to
pay $10.2 million in total current liabilities coming due within
the next 12 months.

A full-text copy of the Company's restated annual report for the
period ended Dec. 31, 2005, is available for free at
http://researcharchives.com/t/s?12f7

A full-text copy of the Company's restated quarterly report for
the period ended March 31, 2006, is available for free at:
http://researcharchives.com/t/s?12f8

                       Company Name Changed

On Feb. 28, 2006, DynEco filed Articles of Correction with the
Secretary of State of Minnesota, to change DynEco's name to
Dynamic Leisure Corporation.  These Articles were effective in the
State of Minnesota at the close of business on March 3, 2006.

                        Going Concern Doubt

Salberg & Company, P.A., expressed substantial doubt about Dynamic
Leisure's ability to continue as a going concern after it audited
the company's financial statements for the year ended Dec. 31,
2005.  The auditing firm pointed to the company's losses, working
capital deficit, accumulated deficit, stockholders' deficit and
loan defaults.

                       About Dynamic Leisure

Headquartered in Tampa, Florida, Dynamic Leisure Corporation --
http://www.dylicorp.com/-- operates as an international online  
travel package technology company.  It provides packaged domestic
and international vacations to travel agencies and other travel
resellers using proprietary packaging computer software and
broadband communication technology.  Its featured destinations
include the Caribbean, Mexico, and Europe, as well as leisure U.S.
destinations, such as Florida, California, and Las Vegas.


ENTERGY NEW: Entergy Services to Refund Franchise Fee Payment
-------------------------------------------------------------
Pursuant to a Court-approved stipulation, Entergy New Orleans,
Inc., and Entergy Services, Inc., agreed that:

   (1) ENOI will withdraw the portion of the Motion relating to
       the August Franchise Fee payment;

   (2) ESI will agree to the entry of a judgment refunding ENOI
       for the amount of the $3,491,974 Franchise Fee, plus
       interest accruing from October 5, 2005, through the date
       of payment calculated at the rate charged under the DIP
       Credit Agreement;

   (3) ENOI will reserve all of its rights, claims and causes of
       action, which it may have as a result of the refund of the
       August Franchise Fee to ENOI; and

   (4) ESI will have until October 26, 2006, to file a proof of
       claim for the amount of the August Franchise Fee reserving
       to ENOI and any party-in-interest all rights to object to
       the claim except as to the timeliness of the filing.

               ESI to Refund Franchise Fee Payment

As reported in the Troubled Company Reporter on Feb. 2, 2006, ENOI
sought the U.S. Bankruptcy Court for the Eastern District of
Louisiana's permission to pay amounts owed to the City of New
Orleans, Louisiana, as of the Petition Date:

   (i) $1,096,711 attributable to consumer taxes that the Debtor
       collected for and in behalf of the City of New Orleans
       from utility payments by its customers; and

  (ii) $3,491,974 for the franchise fee pursuant to Section 3-123
       et seq. of the Home Rule of the City of New Orleans for
       the period of August 2005.

On Sept. 15, 2005, ESI issued a check to the City of New Orleans
on behalf of ENOI in payment for the $3,491,974 August Franchise
Fee.  The check was delivered on behalf of ENOI to the City on
September 19, 2005, but the City did not cash the check until
after the Petition Date.

ENOI subsequently reimbursed ESI for the August Franchise Fee on
October 5, 2005.  The reimbursement occurred during the confusion
and emergency events surrounding Hurricane Katrina, the
displacement of Entergy personnel from their offices, and the
difficulties of accessing bank and accounting records.

Notwithstanding that the Motion is seeking approval of ENOI's
payment of the August Franchise Fee, ENOI has made a demand on ESI
to refund the October 5 payment.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERGY NEW ORLEANS: Panel Wants FTI's Retention Terms Modified
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Entergy
New Orleans Inc.'s chapter 11 case, asks the U.S. Bankruptcy Court
for the Eastern District of Louisiana to further modify the terms
of FTI Consulting, Inc.'s retention to remove or increase the caps
on FTI's compensation for July 2006 and all subsequent months.

Philip K. Jones, Jr., Esq., at Liskow & Lewis, APLC, in New
Orleans, Louisiana, says that contrary to original projections of
ENOI, the Committee, and FTI, the amount of work required of FTI
has not been consistent from month to month.  He cites the monthly
fees incurred by FTI for 2006:

      Month                  Fees
      -----                  ----
      January             $15,050
      February             50,923
      March                83,734
      April               126,487
      May                 143,193
      June                167,639
      July                 58,589

Mr. Jones notes that as a result of the caps imposed by the
Court's modifying order dated July 7, 2006, payment to FTI would
be limited to $550,000, while the total fees are $645,615.  
Hence, FTI would be required to write off $95,615 of its fees that
exceeded the cumulative caps for January to July 2006.

Mr. Jones tells the Court that certain issues that have arisen in
ENOI's Chapter 11 case that have taken more of FTI's time and
effort that were originally expected.  The issues include FTI's
work in considering the allocation insurance proceeds, the
allocation of tax losses, the payment to shareholders, and
analyzing voluminous documentation concerning fuel cost reported
by ENOI for the purpose of developing its business plan.

Furthermore, Mr. Jones says, the compensation caps do not give
FTI any flexibility to address unanticipated issues that may arise
in ENOI's bankruptcy case, which include FTI's possible work in
looking at ENOI's payments to affiliates, the assumption of power
contracts and the issue of adequate protection for the holders of
ENOI-issued secured bonds.

Mr. Jones asserts that the caps are limiting the Creditors
Committee's ability to fully investigate issues presented in
ENOI's bankruptcy case, develop a competing reorganization plan,
and invest the related testimony to support the termination of
ENOI's exclusive period to propose a plan of reorganization.  
Additionally, the limitations have become an impediment and
inhibitions to actions by FTI on behalf of the Committee.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FASHION HOUSE: June 30 Balance Sheet Upside-Down by $2.5 Million
----------------------------------------------------------------  
The Fashion House Holdings, Inc.'s balance sheet at June 30, 2006,
showed total assets of $2,301,614 and total liabilities of
$4,835,333, resulting in a stockholders' deficit of $2,533,719.

The company's balance sheet at June 30, 2006, also showed negative
working capital with $1,702,220 in total current assets and      
$2,588,333 total current liabilities.  

For the three months ended June 30, 2006, the company incurred a
$417,789 net loss on $1,682,565 of net sales, compared to a
$1,615,779 net loss on $79,253 of net sales for the same period
last year.

Full-text copies of the company's financial statements for the
quarter ended June 30, 2006, are available for free at
http://researcharchives.com/t/s?12fb

Headquartered in Los Angeles, California, The Fashion House
Holdings, Inc. -- http://www.thefashionhouseinc.com/-- engages in  
the design, manufacture, licensing, and marketing of women's
designer footwear.


FINOVA GROUP: To Partially Prepay 7.5% Senior Secured Notes
-----------------------------------------------------------
The FINOVA Group, Inc., disclosed a partial principal prepayment
to be made effective on Nov. 15, 2006, to holders of record as of
5:00 p.m., New York City time, on Nov. 8, 2006, on its 7.5% Senior
Secured Notes Due 2009 with Contingent Interest Due 2016.

The Company also disclosed that the partial principal prepayment
is $29,679,490.  The Prepayment Date is also an Interest Payment
date for the Notes, so interest is scheduled to be paid on all
Notes through the day preceding the Prepayment Date.

The Company, on Oct. 2, 2006, advised The Bank of New York, the
Trustee of the Notes, that it would make the partial prepayment.
Including the November 2006 prepayment, it will have prepaid 50%
of the $2,967,949,000 principal amount outstanding as of
Dec. 31, 2003.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on shaky
ground.  The Company and its debtor-affiliates and subsidiaries
filed for Chapter 11 protection on March 7, 2001 (U.S. Bankr. Del.
01-00697).  Pachulski, Stang, Ziehl, Young & Jones P.C. and
Wachtell, Lipton, Rosen & Katz represent the Official Committee of
Unsecured Creditors.  Daniel J. DeFranceschi, Esq., at Richards,
Layton & Finger, P.A., represents the Debtors.  FINOVA has since
emerged from Chapter 11 bankruptcy.  Financial giants Berkshire
Hathaway and Leucadia National Corporation (together doing
business as Berkadia) own FINOVA through the almost $6 billion
lent to the commercial finance company.  Finova is winding up its
affairs.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Ernst & Young LLP expressed substantial doubt about The Finova
Group 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
negative net worth as of Dec. 31, 2005 as well as limited sources
of liquidity to satisfy its obligations.


FIRST BANCORP: Remains Listed in the NYSE Through April 3, 2007
---------------------------------------------------------------
First BanCorp has received an extension for continued listing and
trading on the New York Stock Exchange through April 3, 2007,
subject to the NYSE's ongoing monitoring of the Corporation's 2005
10-K filing efforts.

The Company disclosed that in the event that it does not complete
and file its 2005 Annual Report with the Securities and Exchange
Commission by April 3, 2007, the NYSE advised that it will move
forward with the initiation of suspension and delisting
procedures.

The Company expects to file the quarterly reports on Form 10-Q for
the interim periods for the year ended Dec. 31, 2005, and the
annual report on Form 10-K for the year ended Dec. 31, 2005,
during the first quarter of 2007.  Thereafter, it expects to file
its quarterly reports for the corresponding quarters of 2006.

First BanCorp (NYSE: FBP) -- http://www.firstbankpr.com/-- is the  
parent corporation of FirstBank Puerto Rico, a state chartered
commercial bank with operations in Puerto Rico, the Virgin Islands
and Florida; of FirstBank Insurance Agency; and of Ponce General
Corporation.  First BanCorp, FirstBank Puerto Rico and FirstBank
Florida, formerly UniBank, the thrift subsidiary of Ponce General,
all operate within U.S. banking laws and regulations.

                           *     *     *

As reported in the Troubled Company Reporter on March 22, 2006,
Fitch Ratings affirmed the ratings and Outlook for First Bancorp
and FirstBank Puerto Rico: long-term Issuer Default Rating
'BB'/short-term 'B'.  The Rating Outlook remains Negative.


FORD MOTOR: Reports 5% Rise in Vehicle Sales in September
---------------------------------------------------------
Ford Motor Company disclosed that its dealers delivered 238,848
vehicles to U.S. customers in September, up 5% compared with a
year ago.

The Company also disclosed that car sales were up 26% and truck
sales were down 5%, but full-size pickup trucks and SUVs showed
signs of stabilizing as the Ford F-Series, Explorer, and
Expedition all posted higher sales compared with a year ago.

"We're pleased by the continued strong demand for our cars and the
solid performance posted by the F-Series truck and Explorer and
Expedition SUVs," Al Giombetti, president, Ford and Lincoln
Mercury sales and marketing, said.  "The all-new Expedition and
Navigator are on their way to dealers and production of the Ford
Edge and Lincoln MKX crossover utilities starts soon."

The Company further disclosed that its Fusion, Milan, and MKZ had
a strong month in September despite limited availability resulting
from the 2007 model changeover and a record sales month in August.  
Combined sales for the company's new mid-size sedans totaled
16,208 and its full-size trucks and SUVs reversed recent sales
trends.

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

                           *     *     *

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

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

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

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


FOREST CITY: Offering $250 Million Equity-Linked Senior Notes
-------------------------------------------------------------
Forest City Enterprises Inc. reported its intention to offer,
subject to market and other conditions, $250 million aggregate
principal amount of Puttable Equity-Linked Senior Notes due 2011.  
These notes will be offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as
amended.

The notes are expected to be puttable at the option of the holders
prior to maturity under certain circumstances at a put value rate
equal to a number of shares of Forest City's Class A common stock.  
Upon any put of the notes by a holder, Forest City will pay cash
based on the put value established during the related observation
period.  The interest rate, put value rate and other terms of the
notes will be determined by negotiations between Forest City and
the initial purchasers of the notes.  Forest City expects to grant
to the initial purchasers an option to purchase up to an
additional $37.5 million aggregate principal amount of notes to
cover over-allotments.

In connection with the offering, Forest City expects to enter into
a puttable note hedge transaction and warrant transaction with one
or more of the initial purchasers of the notes to increase the
effective put exercise price of the notes.  These transactions are
also intended to reduce the potential dilution upon a future put
of the notes.  In connection with these transactions, the
counterparties have advised Forest City that they expect to enter
into various derivative transactions with respect to shares of
Forest City Class A common stock at or shortly after the pricing
of the notes.  Thereafter, the counterparties may enter into or
unwind various derivatives and/or continue to purchase or sell
shares of Forest City Class A common stock in secondary market
transactions.

The Company expects to use the net proceeds from the offering to
repurchase up to $25 million of its Class A common stock, to pay
the net cost of the puttable note hedge transaction and warrant
transaction, to repay recourse debt outstanding under the
Company's $600 million bank revolving credit facility, and
for general corporate purposes.

The notes will be sold to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended.  The
notes and the shares of Forest City Class A common stock that may
be issuable upon a put of the notes have not been registered under
the Securities Act of 1933, as amended, or any state securities
laws, and unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as
amended, and applicable state laws.

Headquartered in Cleveland, Ohio, Forest City Enterprises, Inc.
(NYSE:FCEA) (NYSE:FCEB) is a $5.9 billion NYSE-listed real estate
company.  The Company is principally engaged in the ownership,
development, acquisition and management of commercial and
residential real estate throughout the United States. The
Company's portfolio includes interests in retail centers,
apartment communities, office buildings and hotels in 20 states
and the District of Columbia.


FOREST CITY: S&P Affirms BB+ Rating & Maintains Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' rating on
Forest City Enterprises Inc.  The rating affirmation affects
roughly $550 million in rated senior notes.  The outlook remained
stable.

"The rating on Forest City reflects risks associated with a large
and complex development pipeline and a high level of secured debt
that structurally subordinates the interests of unsecured
creditors," said credit analyst James Fielding.

"However, the company's established development track record, deep
and well-seasoned management team, and significant preleasing
mitigate some of the development risk, while its ability to retain
predictable cash flow from a diversified portfolio of attractive
and highly occupied commercial real estate properties enhances
overall liquidity."

The outlook is supported by the improving cash flow from Forest
City's core real estate portfolio and by the capacity to finance
capital needs over the next two years.

At present, minimally acceptable coverage levels preclude ratings
improvement.  If coverage measures deteriorate, as a consequence
of a larger-than-anticipated development pipeline or deteriorating
real estate fundamentals, Standard & Poor's would revise the
outlook to negative and/or lower the credit rating.


FTI CONSULTING: Closes Offer to Buy FD International for $260 Mil.
------------------------------------------------------------------
FTI Consulting, Inc., closed its offer to purchase privately-held
Financial Dynamics International (Holdings) Limited for
approximately $260 million.

The Company expects to complete its acquisition of 100% of FD's
share capital by no later than February 2007.

The purchase price for the acquisition consists of up to
$215 million in cash, $20 million in notes and deferred purchase
obligations and $25 million of the Company's restricted stock.  It
anticipates that the acquisition will be accretive to the
Company's 2007 earnings per diluted share.

                     $215 Million Senior Notes

The Company also disclosed the closing of its private offering of
$215 million of Senior Notes due 2016 at 7.75%, which net proceeds
it plans to finance for a portion of the acquisition of FD.  The
Senior Notes will mature on Oct. 1, 2016, and will rank pari passu
in right of payment with all of its existing and future senior
indebtedness and senior in right of payment to all of its existing
and future subordinated indebtedness.  The Company will have the
option to redeem all or a portion of the Senior Notes at any time
on or after Oct. 1, 2011.  At any time prior to Oct. 1, 2011, the
Company may also redeem all or a part of the notes at a redemption
price equal to 100% of the principal amount of the notes redeemed
plus a premium.  At any time before Oct. 1, 2009, FTI may also
redeem up to 35% of the aggregate principal amount of the Senior
Notes at a redemption price of 107.75% of the principal amount,
plus accrued and unpaid interest, if any, to the date of
redemption, with the proceeds of certain equity offerings.

                      Amended Credit Facility

The Company further disclosed that it has amended and restated its
revolving credit facility, increasing its bank credit facility to
$150 million from $100 million, and improved pricing and reduced
commitment fees.  In addition, the facility, which became
effective on Sept. 29, 2006, has been extended and will now expire
on Sept. 30, 2011.

Jack Dunn, president and chief executive officer, commented, "We
are extremely pleased with the acquisition of FD.  As we've
discussed previously, we believe the acquisition accelerates our
five-year plan, diversifies our consulting capabilities and
provides us with a significant presence outside of the United
States.  The integration is progressing well, and we have already
identified a number of opportunities across both client bases.  In
addition, the increase of our credit facility combined with the
closing of the Senior Notes offering significantly improves our
financial flexibility, allowing us to continue to build on our
long-term strategy."

FTI Consulting Inc. (NYSE:FCN) provides problem-solving consulting
and technology services to major corporations, financial
institutions and law firms when confronting critical issues that
shape their future and the future of their clients, such as
financial and operational improvement, major litigation, complex
investigations, mergers and acquisitions and regulatory issues.
FTI has 25 offices in major U.S. cities, and offices in Europe,
Asia and Australia.  FTI's total workforce of more than 1,400
employees includes numerous PhDs, MBAs, CPAs, CIRAs and CFEs, who
are committed to delivering the highest level of service to
clients.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2006,
Standard & Poor's Ratings Services assigned its 'B+' rating to
FTI Consulting Inc.'s $215 million senior notes due 2016.

At the same time, Standard & Poor's affirmed the corporate credit
rating of FTI at 'BB-' and revised the outlook to positive from
stable, based on strong earnings performance and talent retention.

As reported in the Troubled Company Reporter on Sept. 18, 2006
Moody's Investors Service assigned a Ba2 rating to FTI Consulting,
Inc.'s proposed $215 million of senior unsecured notes and lowered
the ratings on its $150 million senior subordinated convertible
notes to B1 from Ba3.  Moody's affirmed the Ba2 corporate family
rating and the Ba2 rating on FTI's existing senior unsecured
notes.  The rating outlook remains stable.


GALVEX HOLDINGS: Galvex Capital Wants Ch. 11 Case Dismissed
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing at 10:00 a.m., on Oct. 24, 2006, to
consider Debtor Galvex Capital, LLC's request to dismiss its
Chapter 11 case.

Galvex Capital tells the Court that dismissal of its case is the
only viable option for the estate because it has no other assets
expect for claims against Galvex Holdings Limited and its
subsidiaries, Galvex Estonia OU, Galvex Intertrade OU and Galvex
Trade Limited, collectively know as the Galvex Debtors.

Galvex Capital asserts claims against the Galvex Debtors for
services it had provided to them under a management agreement.  

Prior to their bankruptcy filing, Daniel Bain, Galvex Capital's
principal, served as chief executive officer of each of the Galvex
Debtors.  When the Galvex Debtors defaulted on the terms of its
loan agreement with SPCP Group, LLC, SPCP exercised its right to
appoint members to Galvex's board and forcibly removed Mr. Bain
from his post.  With new management in place, the Galvex Debtors
refused to make any payment to Galvex Capital on account of the
managerial services provided prepetition.  SPCP subsequently
acquired the Galvex Debtors through a credit bid.

Gerard DiConza, Esq., at DiConza Law, PC, tells the Court that
recovery of Galvex Capital's claim against the Galvex Debtors will
require extensive litigation outside the Bankruptcy Court.  He
adds that a continuation of Galvex Capital's Chapter 11 case may
jeopardize its ability to collect on its claims.

Mr. DiConza assures the Court Mr. Bain is ready to finance the
litigation against the Galvex Subsidiaries and pay Galvex
Capital's creditors out of any recoveries from that lawsuit.

Headquartered in New York City, New York, Galvex Holdings
Limited -- http://www.galvex.com/-- and its affiliates operate    
the largest independent galvanizing line in Europe.  The Debtors
have offices in New York, Tallinn, Bermuda, Finland, Ukraine,
Germany and the United Kingdom.  The company and four of its
affiliates filed for chapter 11 protection on Jan. 17, 2006
(Bankr. S.D.N.Y. Lead Case No. 06-10082).  Galvex Capital, LLC,
is represented by David Neier, Esq., at Winston & Strawn LLP,
and Gerard DiConza, Esq., at DiConza Law, P.C.  Galvex Holdings
Ltd. and the other debtor-affiliates are represented by David
Neier, Esq., at Winston & Strawn LLP, and Lori R. Fife, Esq.,
Marcia L. Goldstein, Esq., and Shai Waisman, Esq., at Weil,
Gotshal & Manges, LLP.  John P. McNicholas, Esq., and Thomas R.
Califano, Esq., at DLA Piper Rudnick Gray Cary US LLP, represent
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
and debts of more than $100 million.  On Aug. 30, 2006, Judge
Drain converted the chapter 11 case of Galvex Holdings to a
chapter 7 liquidation proceeding.  John S. Pereira is the Debtor's
Chapter 7 Trustee.


GENERAL MOTORS: Ends Alliance Talks with Nissan and Renault
-----------------------------------------------------------
General Motors Corporation, Renault, and Nissan have agreed to
terminate discussions regarding a proposed alliance between them.

The parties mutually recognized that significant aggregate
synergies might result from the alliance.  However they did not
agree on either the total amount of aggregate synergies or the
distribution of those benefits.

Based on its conclusions, GM had proposed that Renault and Nissan
provide compensation as part of a potential alliance and for
potentially precluding GM from entering into other alliance
opportunities if Renault-Nissan had made a significant investment
in GM.

Renault and Nissan concluded that the principle of compensation is
contrary to the spirit of any successful alliance.

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

Sarah Karush at the Associated Press reports that Kerkorian's
Tracinda Corp. was disappointed over the outcome of the Nissan-
Renault negotiations.  "We believe that General Motors'
participation in a global alliance with Renault and Nissan would
have enabled GM to realize substantial synergies and cost
savings," AP quotes Tracinda spokeswoman Carrie Bloom.

Mr. Kerkorian had tried to convince GM's Board to conduct an
independent review of the Nissan-Renault deal days before the
alliance negotiations ended.

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

                           *     *     *

As reported in the Troubled Company Reporter on July 28, 2006,
Standard & Poor's Ratings Services held all of its ratings on
General Motors Corp. -- including the 'B' corporate credit rating,
but excluding the '1' recovery rating -- on CreditWatch with
negative implications, where they were placed March 29, 2006.

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

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

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


GLOBAL EMPLOYMENT: Buys Back $5.7 Mil. of Convertible Secured Debt
------------------------------------------------------------------
Global Employment Holdings, Inc. has purchased $5,744,000
principal amount of its convertible secured notes, along with
warrants to purchase 91,904 shares of Global common stock, from
a fund controlled by an institutional investor.

"We are pleased to have been able to reduce our overall debt level
by almost $750,000 just six months following our recapitalization
on March 31," said Howard Brill, Global's chief executive officer.

The purchase price was 87% of principal amount.  The notes and
warrants purchased by Global will be retired. In addition, 13 of
Global's directors and officers purchased, at the same price, an
additional $2,303,000 principal amount of the notes, together with
warrants to purchase 36,848 shares.  The same institutional
investor sold $10,123,000 principal amount to existing investors
in Global's convertible notes at the same purchase price of 87% of
principal amount.  The convertible notes were issued on March 31,
2006.

"We are gratified by the faith so many of our senior managers and
directors, as well as our other note holders, showed in Global by
purchasing convertible notes" Charles Gwirtsman, Global's board
chairman, said.  

Global financed the purchase with borrowings under its existing
credit facility with Wells Fargo Business Credit.

Global Employment Holdings Inc., through its operating subsidiary,
Global Employment Solutions, provides human capital solutions with
offices in cities throughout the United States. Its business is
divided into two major segments, staffing services and
professional employer organization services.

                           *     *     *

As of July 2, 2006, the Company's balance sheet showed a
stockholders' deficit of $22,803,000 compared to a deficit
of $24,920,000 at Jan. 1, 2006.


GLOBAL POWER: Wants Court Approval on White & Case as Counsel
-------------------------------------------------------------
Global Power Equipment Group Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ White & Case LLP as their bankruptcy counsel.

White & Case will:

    a. take all necessary actions to protect and preserve the
       estates of the Debtors, including the prosecution of
       actions on the Debtors' behalf, the defense of any actions
       commenced against the Debtors, the negotiation of disputes
       in which the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

    b. provide legal advice with respect to the Debtors' powers
       and duties as debtors and debtors-in-possession in the
       continued operation of their businesses and the management
       of their properties;

    c. prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports, and papers in
       connection with the administration and prosecution of the
       Debtors' chapter 11 cases;

    d. assist the Debtors in connection with any disposition of
       the Debtors' assets, by sale or otherwise;

    e. assist the Debtors in the negotiation, preparation and
       confirmation of a plan or plans or reorganization and all
       related transactions;

    f. appear in Court and protect the interests of the Debtors
       before the Court; and

    g. perform all other necessary legal services in connection
       with the Debtors' chapter 11 cases.

Gerard Uzzi, Esq., a partner at White & Case, tells the Court that
the firm's hourly rates are:

         Professional                   Hourly Rate
         ------------                   -----------
         Partners                       $600 - $950
         Counsel                        $445 - $830
         Attorneys                      $245 -$595
         Paraprofessionals              $125 - $265

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

Mr. Uzzi can be reached at:

         Gerard Uzzi, Esq.
         White & Case LLP
         Wachovia Financial Center
         200 South Biscayne Boulevard
         Suite 4900
         Miami, Florida 33131-2352
         Tel: (305) 371-2700
         Fax: (305) 358-5744/5766
         http://www.whitecase.com/

Headquartered in Tulsa, Oklahoma, Global Power Equipment Group
Inc., aka GEEG, Inc. -- http://www.globalpower.com/-- provides  
power generation equipment and maintenance services for its
customers in the domestic and international energy, power and
infrastructure and service industries.  The Company designs,
engineers and manufactures a range of heat recovery and auxiliary
equipment primarily used to enhance the efficiency and facilitate
the operation of gas turbine power plants as well as for other
industrial and power-related applications.  The Company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The Company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
As of Sept. 30, 2005, the Debtors reported total assets of
$381,131,000 and total debts of $123,221,000.  The Debtors'
exclusive period to filed a chapter 11 plan expires on
Jan. 26, 2007.


GLOBAL POWER: Taps Bayard Firm as Bankruptcy Co-Counsel
-------------------------------------------------------
Global Power Equipment Group Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ The Bayard Firm, P.A., as their bankruptcy
co-counsel.

Bayard will:

    a. take all necessary actions to protect and preserve the
       estates of the Debtors, including the prosecution of
       actions on the Debtors' behalf, the defense of any actions
       commenced against the Debtors, the negotiation of disputes
       in which the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

    b. provide legal advice with respect to the Debtors' powers
       and duties as debtors and debtors-in-possession in the
       continued operation of their businesses and the management
       of their properties;

    c. negotiate, prepare and pursue confirmation of a plan and
       approval of a disclosure statement;

    d. prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports, and other legal
       papers in connection with the administration of the
       Debtors' estates;

    e. appear in Court and protect the interests of the Debtors
       before the Court;

    f. assist with any disposition of the Debtors' assets, by sale
       or otherwise; and

    g. perform all other legal services in connection with the
       Debtors' chapter 11 cases as may reasonably be required.

The Debtors disclose that Bayard will work closely with White &
Case LLP, to ensure that there is no unnecessary duplication of
services performed or charged to the Debtors' estates.

Jeffrey M. Schlerf, Esq., a director and shareholder of Bayard,
tells the Court that the firm's hourly rate are:

         Professional                   Hourly Rate
         ------------                   -----------
         Directors                      $440 - $675
         Associates and Counsel         $205 - $415
         Paralegals and Case            $180 - $185
            Management Assistants

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

Mr. Schlerf can be reached at:

         Jeffrey M. Schlerf, Esq.
         The Bayard Firm, P.A.
         222 Delaware Avenue, Suite 900
         P.O. Box 25130
         Wilmington, DE 19899
         Tel: (302) 655-5000
         Fax: (302) 658-6395
         http://www.bayardfirm.com/

Headquartered in Tulsa, Oklahoma, Global Power Equipment Group
Inc., aka GEEG, Inc. -- http://www.globalpower.com/-- provides  
power generation equipment and maintenance services for its
customers in the domestic and international energy, power and
infrastructure and service industries.  The Company designs,
engineers and manufactures a range of heat recovery and auxiliary
equipment primarily used to enhance the efficiency and facilitate
the operation of gas turbine power plants as well as for other
industrial and power-related applications.  The Company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The Company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
As of Sept. 30, 2005, the Debtors reported total assets of
$381,131,000 and total debts of $123,221,000.  The Debtors'
exclusive period to filed a chapter 11 plan expires on
Jan. 26, 2007.


GOODYEAR TIRE: United Steelworkers Union Begins Strike
------------------------------------------------------
The United Steelworkers reported that it struck Goodyear Tire and
Rubber Company beginning at 1:00 p.m. EDT, Oct. 5, 2006.  The USW
delivered the required 72-hour notice to terminate the contract on
Monday.  Both sides had been working on a day-to-day extension
agreement signed in July that extended a three-year pact.

"The company left us with no option," said USW executive vice
president Ron Hoover.  "We cannot allow additional plant closures
after the sacrifices we made three years ago to help this company
survive."

In the 2003 agreement, the USW agreed to a closure of the
Huntsville, Ala. facility as well providing Goodyear with
additional financial flexibility by accepting wage, pension and
health care cuts.

"We worked very hard with the company in 2003 to deal with a
difficult situation," said Hoover.  "While more work can be done,
Goodyear has rebounded and other stakeholders have been rewarded
accordingly. Now the Company seems determined to only take more
away from our members."

The strike will impact 15,000 USW members and operations at 16
plants in the United States and Canada.

"Closing more plants would not only cause additional job losses
and devastate the communities where the operations would cease,
but it would also threaten the long-term viability of Goodyear,"
said Hoover.  "You can't build long-term, viability by continuing
to give up market share."

                       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.


GREAT CHINA: Restates Fiscal-Year 2005 Financial Statements
-----------------------------------------------------------
Great China International Holdings, Inc., has delivered its
amended financial statements on Form 10-KSB/A for the fiscal year
ended Dec. 31, 2005, to the Securities and Exchange Commission.

The amended annual report restates the Company's financial
statements to correct errors related to construction costs and the
allocation of common area costs.

                        Restated Financials

For the full year ended Dec. 31, 2005, the Company reported
$80,394 of net income on $26.5 million of net revenues, compared
to a $597,248 net loss on $29.6 million of net revenues in 2005.

At Dec. 31, 2005, the Company's balance sheet showed $79.4 million
in total assets and $79.9 million in total liabilities resulting
in a $559,102 stockholders equity' deficit.

The Company's December 31 balance sheet also showed strained
liquidity with $32 million in total current assets available to
pay $76.7 million in total current liabilities coming due within
the next 12 months.

A full-text copy of the Company's Amended Annual Report is
available for free at http://researcharchives.com/t/s?12f5

                        Going Concern Doubt

Murrell, Hall, McIntosh & Co., PLLP, expressed substantial doubt
about Great China International Holdings' ability to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2005.  The auditing firm pointed to
the company's working capital deficit and bank loan defaults.

                        About Great China

Founded in 1989, Great China International Holdings' (OTCBB:GCIH)
wholly owned subsidiary, Shenyang Maryland International Industry
Co., Ltd., is one of the largest non-state-owned real estate
developers in Northeast China.  The company's core business is
premium residential and commercial development and management.

It currently owns and manages the President Building, which was
completed in April 2002, with 25 tenants comprised of Fortune 500
companies, including General Electric (China) Co., Ltd., Johnson &
Johnson, Kodak and Philip Morris.

The company's prior developments included the Maryland Building,
Roma Resort Garden, Qiyun New Village, Peacock Garden, University
Campus of Shenyang Teacher's University, and Chenglong Garden,
mostly located in Shenyang.


HEALTHWAYS INC: Aborted Merger Prompts S&P's Rating Withdrawal
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' corporate
credit rating and all other ratings on Nashville, Tennessee-based
Healthways Inc.

"This action follows the announcement that Healthways and
LifeMasters have terminated their merger agreement due to a
material adverse event that prevented LifeMasters from closing the
transaction," said Standard & Poor's credit analyst Rivka
Gertzulin.

On Aug. 25, 2006, Healthways announced that the merger was delayed
due to a third-party reporting error on a LifeMasters contract
and, as a result, the previously reported and forecasted revenue
of LifeMasters was significantly negatively affected.  

The companies could not agree on a revised valuation and, on
Sept. 30, 2006, they formally terminated the merger agreement.


i2 TELECOM: June 30 Stockholders' Deficit Widens to $2,498,648
--------------------------------------------------------------
i2 Telecom International, Inc.'s balance sheet at June 30,2006,
showed total assets of $ 5,949,614 and total liabilities of
$8,448,262, resulting in a total shareholders' deficit of  
$2,498,648, a $1,594,765 increase from an equity deficit of
$903,883 at Dec. 31, 2005.

The company's June 30, 2006 balance sheet also showed stained
liquidity with $1,431,304 in total current assets and $6,748,262
in total current liabilities.

Revenues decreased from $266,230 for the second quarter of 2005 to
$136,975 for the second quarter of 2006, driven by the Company's
reorganization focusing from product to service offerings.

Net loss for the second quarter of 2006 was $1,527,662 as compared
to a net loss for the same period in 2005 of $1,927,861, due to
the company's continued reduction in operating costs.

Full-text copies of the company's financial statements for the
quarter ended June 30, 2006, are available for free at
http://researcharchives.com/t/s?1300

Headquartered in Atlanta, Georgia, I2 Telecom International, Inc.
-- http://www.i2telecom.com/-- provides telecommunications  
services employing voice over Internet protocol technology.  Its
products include VoiceStick that allows the user to make domestic
and international long distance calls via the Internet, with the
use of an included handset; and InternetTalker integrated access
device, which enables the user to make worldwide phone calls over
the Internet.  The company also offers microgateway adapters,
integrated access devices, and VoIP long distance and other
communication services to subscribers.


INTEGRATED HEALTH: Paying $3,453 in Legal Fees to Stevens & Lee
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directs IHS
Liquidating LLC to promptly remit $3,453, by check or wire
transfer payable to Stevens & Lee, P.C., as reimbursement for
legal expenses incurred by C. Taylor Pickett and Daniel J. Booth
in the IHS Debtors' Chapter 11 cases.

As reported in the Troubled Company Reporter on Aug. 24, 2006, the
Former Officers sought the Court to compel IHS Liquidating to
reimburse them for the fees and expenses incurred in respect of
the filing and prosecution of their Motion to Compel.

On Feb. 27, 2001, Don G. Angell, among others, commenced a lawsuit
against, among others, Messrs. Picket and Booth, before the U.S.
District Court for the Middle District of North Carolina.  The
stay on the Angell Lawsuit has been terminated pursuant to the
confirmation of the Debtors' plan of reorganization.

In addition, Messrs. Picket and Booth and IHS Liquidating have
been litigating several issues in the Chapter 11 cases, which
remain subjudice, relating to IHS Liquidating's obligation to
indemnify the Former Officers, including their request for the
establishment of a reserve for their administrative claims, and
the trustee's request for estimation of the claims.

In 2001, Messrs. Picket and Booth entered into separate Court-
approved employment agreements with IHS.  The agreements provide
that IHS will indemnify and hold the Former Officers harmless
against any judgments, fines, amounts paid in settlement, and
reasonable expenses in connection with any claim, action or
proceeding as a result of their employment with IHS.

Messrs. Picket and Booth complain that IHS Liquidating has not
paid their legal fees to their co-counsel, Stevens & Lee, P.C.,
for work performed from May 2005 through February 2006.

The fees relate solely to Stevens & Lee's representation of the
Former Officers in the Court as a result of the matters raised by
IHS Liquidating.  The fees do not relate to work performed in the
Angell Lawsuit.

IHS Liquidating has refused to pay the fees unless the Former
Officers agree to forego reimbursement of any and all other legal
bills incurred in the Angell Lawsuit, preservation of their claims
against the estate, or otherwise.

The Order is without prejudice to the Former Officers' request for
indemnification and reimbursement on:

   -- any and all legal fees and costs incurred, including           
      services performed solely on Mr. Pickett's behalf;

   -- costs for filing and prosecuting the Motion; and

   -- other costs incurred later on.

The Order will also be without prejudice to IHS Liquidating's
right to object to further requests for indemnification and
reimbursement by the Former Officers.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 109; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERTAPE POLYMER: S&P Puts B+ Corp. Credit Rating on Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Intertape Polymer Group Inc.
on CreditWatch with negative implications.  

The CreditWatch placement follows the company's recent
announcement that its Board of Directors will initiate a process
to explore various strategic and financial alternatives.  The
nature of options being explored and the timeline of the exercise
have not been announced, but the culmination of such an exercise
could result in a change of ownership.

Standard & Poor's also notes that the company's operations appear
to have weakened somewhat because of softening of demand in the
third quarter of 2006, especially related to the North American
housing market.  As a result, the company anticipates that it may
not be in compliance with certain financial covenants under its
credit agreement when it reports its third quarter results.

At June 30, 2006, total debt (including present value of operating
leases) was approximately $360 million.

The company has engaged TD Securities Inc. as its financial
advisor in the strategic and financial review process.  Standard &
Poor's will monitor the progress of this review, and the company's
attempt to seek any required amendment of covenants under its debt
and credit agreements.

"We could lower the ratings in the near term if the review process
results in outcomes that could lead to increased debt levels, such
as the sale of the company to a financial buyer or another highly
leveraged company," said Standard & Poor's credit analyst Paul
Kurias.

"Ratings could also be lowered if appropriate amendments to bank
agreements are not put in place, or if operations deteriorate
further."

With annual sales of more than $800 million, St. Laurent, Quebec-
based Intertape is a manufacturer of paper and film pressure-
sensitive tapes, polyolefin films, and packaging systems.  Carton
sealing tape and masking tape generate the majority of Intertape's
sales.  Most of the company's demand growth relates to industrial
activity and GDP growth rates, which also makes demand susceptible
to economic cycles.

Standard & Poor's will continue to monitor the company's efforts
to improve its operating performance and to amend its credit
facilities, and will resolve the CreditWatch after evaluating
additional information related to the pending strategic review.


IRIDIUM LLC: Creditors' Suit Vs. Motorola Begins on October 23
--------------------------------------------------------------
A federal bankruptcy court is set to begin trial on Oct. 23, 2006,
to determine what role Motorola Inc. might have played in the
collapse of Iridium LLC, Peter Lattman and Sara Silver at The Wall
Street Journal reports.

According to The Journal, Iridium's creditors want to take back
approximately $3.7 billion, plus interest, that they had sunk in
the failed satellite-phone company.  Iridium developed its phones
and complementary satellite network with the aid of Motorola at a
cost of $5 billion.  The Journal says almost all of this amount
was paid to Motorola.

The Journal reports that Iridium's creditors accuse Motorola of:
  
      -- continuing to receive money from Iridium even when the  
         Company was already insolvent;

      -- structuring the Iridium deal so that risks were passed on
         to outsiders; and

      -- controlling Iridium through, among other things,  
         executive and board appointments as wells as loan
         guarantees.

Weil, Gotshal & Manges represents the creditors in this case while
Motorola is represented by Kirkland & Ellis and Wachtell, Lipton,  
Rosen & Katz.

                        About Iridium LLC

Iridium LLC became the world's first global satellite phone and
paging company on Nov. 1, 1998.  Its network of 66-low earth
orbiting satellites, combined with existing terrestrial cellular
systems, enabled customers to communicate around the globe.  
Iridium filed for bankruptcy protection in April 1999.  The
Company's chapter 11 bankruptcy case was terminated in September
of that year.  Iridium Satellite LLC acquired Iridium's assets in
December 2000 for approximately $25 million.


ISLE OF CAPRI: S&P Puts BB- Corp. Credit Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Isle of
Capri Casinos Inc., including its 'BB-' corporate credit rating,
on CreditWatch with negative implications.

The CreditWatch listing follows the filing of a Schedule 13D by
Hayground Cove Asset Management LLC, disclosing its purchase of
5.53% of Isle's common shares outstanding and its view that Isle
should pursue equity alternatives to support its future growth.

"Given that Hayground now has a meaningful stake in Isle, we
believe that management will now be pressured to pursue
shareholder-enhancing leveraging transactions," said Standard &
Poor's credit analyst Peggy Hebard.

While ratings on Isle also consider the performance of Isle of
Capri Black Hawk LLC (B+/Stable/--), an unrestricted subsidiary
that is 57%-owned by Isle, given its importance to the overall
portfolio and the Isle brand, the outlook at this time remains
stable.

"We may revisit the ratings and/or outlook on Isle of Capri Black
Hawk if the credit quality for Isle of Capri weakens as a result
of an announced leveraging transaction," Ms. Hebard said.

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


ISTAR FIN'L: Secures Consents to Amend 2008 Notes Indenture
-----------------------------------------------------------
iStar Financial, Inc., received the requisite consents to adopt
the proposed amendments to the indenture governing its 2008 Notes.

The Company has previously made an exchange offer and consent
solicitation for the exchange of its 5.95% Senior Notes due 2013
for its outstanding 8.75% Notes due 2008.

The Company disclosed that the adoption of the proposed amendments
required the consent of holders of at least a majority of the
aggregate principal amount of the outstanding 2008 notes under the
indenture.  As of 5:00 p.m. on Oct. 2, 2006, $187,299,000
aggregate principal amount of 2008 notes had been tendered.  The
proposed amendments will amend two of the restrictive covenants in
the indenture governing the 2008 notes.  The Company and the
trustee under the indenture executed the supplemental indenture
adopting the proposed amendments on Oct. 2, 2006.

The amendments will not become operative until the Company accepts
and consummates the exchange of all notes validly tendered.  The
exchange offer and consent solicitation are scheduled to expire on
Oct. 17, 2006.  The amendments relative to the 2008 notes will be
effective as of Oct. 2, 2006.

The Company further disclosed that the exchange offer and consent
solicitation is only made, and copies of the offering documents
will only be made available to, holders of 2008 notes that have
certified certain matters to the Company, including their status
as "qualified institutional buyers" within the meaning of Rule
144A, or non-U.S. persons as defined under Regulation S, under the
Securities Act of 1933.  An offering memorandum will be
distributed to Eligible Holders through the information agent,
Global Bondholder Services Corporation, at Tel. Nos. 866-387-1500
or 212-430-3774.

The 2013 notes have not been registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and any
applicable state securities laws.

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

                           *     *     *  

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

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


KARA HOMES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Kara Homes, Inc.
        aka Kara Service Co., LLC
        aka Kara Homes Development LLC
        197 Route 18, Suite 235S
        East Brunswick, NJ 08816

Bankruptcy Case No.: 06-19626

Type of Business: The Debtor builds single-family homes,
                  condominiums, townhomes, and active-adult
                  communities.

Chapter 11 Petition Date: October 5, 2006

Court: District of New Jersey (Trenton)

Debtor's Counsel: David L. Bruck, Esq.
                  Greenbaum, Rowe, Smith, et al.
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881

Total Assets: $350,179,841

Total Debts:  $296,840,591

Debtor's 20 Largest Unsecured Creditors:

   Entity                                Claim Amount
   -------                               ------------
A-1 Bracket                                $1,856,462
145 W. Philadelphia Avenue
Morrisville, PA 19067

Strober Building Supply, Inc.              $1,541,663
81 Kresson Road
Haddonfield, NJ 08033

Sunrise Concrete Company, Inc.             $1,257,344
P.O. Box 435
Rushland, PA 18956

RWZ Inc. Stairs & Rails                      $890,655
520 James Street
Lakewood, NJ 08701

Benchmark Inc.                               $876,586
450 Oberlin Avenue South
Lakewood, NJ 08701

Michael J. Wright                            $780,310
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

R&R Construction Co., Inc.                   $777,950
105-B Parker Road
Chester, NJ 07930

Home Remodeling Concepts                     $703,074
4 Dale Drive
Fairfield, NJ 07004

Manzo-Maroba Construction                    $686,101
Beacon Hill Place
Morganville, NJ 07751

Woodhaven Lumber & Millwork                  $634,569
P.O. Box 870
Lakewood, NJ 08701


SJP Contractors                              $634,056
7 Industrial Drive
Keyport, NJ 07735

C&R Plumbing & Heating                       $604,342
822 Route 9
Lanoka Harbor, NJ 08734

All County Aluminum Inc.                     $575,397
560 Cross Street
Lakewood, NJ 08701

East Lake Interiors LLC                      $554,873
215 Edgewood Avenue
West Berlin, NJ 08091

Strober Building Supply, Inc.                $524,036
81 Kresson Road
Haddonfield, NJ 08033

Concrete Systems                             $519,478
45 Lupine Way
Stirling, NJ 07980

Wagner Electric Corp.                        $501,001
449 Washington Road
Sayreville, NJ 08872

Leopard Framing Corp.                        $499,898
P.O. Box 146
Nutley, NJ 07110

Century Kitchens, Inc.                       $458,404
Route 309 & RR Crossing
Colmar, PA 18915

Shoreline Plumbing & Heating                 $444,103
447 Stage Road
Tuckerton, NJ 08087


LITTLE TRAVERSE: Moody's Assigns LGD4 Rating to 10.25% 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 revised Little Traverse Bay Bands of Odawa Indians'
Corporate Family Rating to B1 from B2.

Additionally, Moody's confirmed its B2 probability-of-default
rating on the Company's 10.25% Senior Notes due 2014.  Moody's
also assigned an LGD4 rating to these notes, suggesting
noteholders will experience a 66% 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%).

Headquartered in Petoskey, Mich., The Little Traverse Bay Bands of
Odawa Indians -- http://www.ltbbodawa-nsn.gov/-- opened Little  
Traverse Bay Bands of Odawa Indians Casino on July 16, 1999.  The
Casino was closed on Aug. 31, 1999, by order of Judge Bell until
the casino property was put in trust.  Little Traverse Bay Bands
Victories Casino reopened for business in December 1999.


LUMENIS LTD: Inks Pact With LM & Ofer to Buy 75% Equity for $120MM
------------------------------------------------------------------
Lumenis Ltd., signed a definitive Purchase Agreement with LM
Partners L.P. and Ofer Hi-Tech Group for an investment of
$120 million in exchange for newly issued common shares.

LM Partners L.P. and Ofer Hi-Tech are private equity firms based
in Israel with several private equity investments in global
companies.

The Company disclosed that as a condition to closing of the
transactions contemplated by the Purchase Agreement, it has
entered into a definitive agreement with Bank Hapoalim B.M. to
restructure its estimated $205 million of outstanding debt.
Pursuant to the Restructuring Agreement, from the time of closing
through the end of 24 months post-closing, the principal amount of
the debt net of all post-closing loan repayments of $80 million
and write offs of $50 million will be approximately $75 million,
based on the current debt level.

Upon shareholder approval, the Company also disclosed that
Mr. Harel Beit-On will become its chairman of the board of
directors.  Mr. Beit-On is the former chairman and chief executive
officer of Tecnomatix, which was sold in 2005 to UGS for
$230 million and the former chairman of ECtel during its recovery
process until the beginning of 2006.  

Yoav Doppelt, Ofer Hi-Tech's chief executive officer, will join
the Company's board of directors following shareholder approval.
Mr. Doppelt brings with him years of experience in the medical
device industry and will be an active director in the Company's
affairs.

Pursuant to the Purchase Agreement, the LM Partners and Ofer Hi-
Tech will purchase from the Company for $120 million ordinary
shares at a price per share of $1.0722, representing approximately
a 75% interest in the Company following closing.

Under the provisions of the Companies Law, the proposed private
placement requires approval by its shareholders.  The Company
intends to solicit shareholder approval at a meeting planned for
early November.  The closing of the Purchase Agreement is subject
to shareholder approval of several items to be submitted in a
proxy statement.

                      About LM Partners L.P.

LM Partners L.P. is a limited partnership formed in connection
with the private placement by the general partner, a newly formed
partnership affiliated with a Private Equity Group led by
Mr. Aharon Dovrat, his son Shlomo Dovrat, Harel Beit-On and Avi
Zeevi Beit-On.  The group, formed in 1999, is an exclusive private
investment group operating from Israel.  The group is focused on
the initiation and management of specialized private equity and
venture capital funds investing mainly in Israeli or Israeli-
related companies.  The group currently oversees the management of
approximately $900 million in private equity investments.  The
group's investors include a range of "blue chip" institutional and
corporate investors from all over the world.

                    About Ofer Hi-Tech Group

The Ofer Hi-Tech group (controlled by Ofer (Ship Holding) Ltd.)
was established in 1997 as a subsidiary of the Ofer Brothers
Group, one of Israel's leading industrial and commercial
conglomerates with a strong international presence, and is
beneficially held by Mr. Ehud Angel and Mr. Eyal Ofer.  The team
was assembled to support private equity investments in the
healthcare and information technology industries.  Ofer Hi-Tech is
managed by Yoav Doppelt.

LM Partners and Ofer Hi-Tech groups have joined in transactions in
the past, such as the investment in Tecnomatix Technologies Ltd.
and the ECI telecom PIPE.

                        About Lumenis Ltd.

Headquartered in Yokneam, Israel, Lumenis Ltd.
-- http://www.lumenis.com-- is a global developer, manufacturer  
and seller of laser and light- based devices for medical,
aesthetic, ophthalmic, dental and veterinary applications.  The
Company offers a wide range of products along with extensive
product support systems including training, education and service.
Lumenis invests heavily in research and development to maintain
and enhance its leading industry position.  The Company holds
numerous patents worldwide on its technologies.

                           *     *     *

As reported in the Troubled Company Reporter on March 1, 2006, As
of Dec. 31, 2005, Lumenis' shareholders' equity deficit widened to
$40,401,000 from a $27,107,000 deficit at Dec. 31, 2004.


LUMINENT MORTGAGE: Moody's Puts Ba1 Rating to Class B-8 Notes
-------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Luminent Mortgage Trust 2006-6, and ratings
ranging from Aa1 to Ba1 to the subordinate certificates in the
deal.

The securitization is backed adjustable-rate negative amortization
Alt-A mortgage loans acquired by Maia Mortgage Finance Statutory
Trust.  The ratings are based primarily on the credit quality of
the loans, and on the protection from subordination,
overcollateralization, excess spread, and a cap agreement for the
Class A-2A Certificates.  Moody's expects collateral losses to
range from 0.80% to 1.00%.

Wells Fargo Bank, N.A. will act as master servicer.  Moody's has
assigned Wells Fargo Bank, N.A. its top servicer quality rating of
SQ1 as a master servicer.

These are Moody's rating actions:

   * Luminent Mortgage Trust 2006-6

   * Mortgage Pass-Through Certificates, Series 2006-6

                   Cl. A-1,  Assigned Aaa
                   Cl. A-2A, Assigned Aaa
                   Cl. A-2B, Assigned Aaa
                   Cl. A-3,  Assigned Aaa
                   Cl. B-1,  Assigned Aa1
                   Cl. B-2,  Assigned Aa1
                   Cl. B-3,  Assigned Aa2
                   Cl. B-4,  Assigned A1
                   Cl. B-5,  Assigned A2
                   Cl. B-6,  Assigned A3
                   Cl. B-7,  Assigned Baa2
                   Cl. B-8,  Assigned Ba1


MANARIS CORP: PricewaterhouseCoopers Raises Going Concern Doubt
---------------------------------------------------------------
PricewaterhouseCoopers LLP expressed substantial doubt about
Manaris Corporation's ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended June 30, 2006.  

PwC pointed to the Company's recurring losses from operations,
reliance on non-operational sources of financing to fund
operations, and negative working capital at June 30, 2006.  The
auditing firm also cited the Company's failure to comply with
certain covenants and the fund restrictions imposed by a supplier
under a loan arrangement.   

Manaris incurred an $11.9 million net loss for the year ended June
30, 2006, compared to a $6.2 million net loss a year earlier.  The
Company attributes the increase in net loss primarily due to the
impairment of goodwill, increases in marketing and sales expenses,
professional fees related to increased use of accounting, audit
and legal services, debenture accretion, interest expenses, and
the effect of the reduction in the exercise price of outstanding
warrants in July 2005.

For the year ended June 30, 2006, the Company generated
$10.4 million of revenue, in contrast to $3.5 million in 2005.
Sales from the Company's Fiber & Monitoring operating segment,
represented by its subsidiary, Avensys Inc.'s products and
solutions, account for 97% of net revenues.  Sales from the Credit
Management operating segment, represented by another subsidiary,
C-Chip Technologies (North America) Inc.'s products and solutions,
were generated through a network of eight resellers located in
North America.

At June 30, 2006, the Company's balance sheet showed $17.1 million
in total assets, $9.9 million in total liabilities, stockholders'
equity of $7.2 million and non-controlling interest of 23,940.

A full-text copy of the Company's annual report is available for
free at http://researcharchives.com/t/s?12f9

                              Default

In August 2006, Manaris entered into a Note and Warrant Purchase
Agreement for the sale by the Company of Series B Subordinated
Secured Convertible Notes in an aggregate principal amount of
approximately $3.6 million and Original Issue Discount
Subordinated Secured Convertible Notes equal to 15% of the
aggregate principal amount of Series B Notes to certain
institutional and accredited investors.

The Company failed to file a registration statement within 45 days
from the closing date of the August private placement.  As a
result, until a registration statement is filed, the investors can
demand repayment in an amount equal 110% of the aggregate
principal amount of the notes.  The Company, however, has not
received a notice of default from the investors.  The company has
also begun to accrue liquidated damages equal to 1.5%, for each
calendar month of the initial investment in the notes as a result
of its failure to file the registration statement.

                           About Manaris

Manaris Corporation -- http://www.manariscorp.com/-- through its  
two wholly owned subsidiaries, offers risk mitigation solutions.
C-Chip Technologies (North America) specializes in the high-tech
sector of the security industry, offering technology that allows
business users to access, control, manage and monitor remote
assets at low cost.  Avensys, Inc., enables businesses to monitor
different types of environments, including air, soil and water,
as well as buildings and materials.  Avensys also produces fiber
optic components and sensors.


MASSEY ENERGY: S&P Revises Outlook to Developing from Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to
developing from stable on Massey Energy Co., which has a corporate
credit rating of 'B+'.  A developing outlook means the ratings can
be raised, lowered, or affirmed.

"The outlook revision follows the company's announcement that it
has engaged the services of Goldman, Sachs & Co. to assist in its
review of strategic opportunities to maximize shareholder value,"
said Standard & Poor's credit analyst Dominick D'Ascoli.

Massey Energy Co. has limited geographic diversity, exposure to
the difficult operating environment of Central Appalachia, high
cost position, and aggressive financial leverage.

Standard & Poor's continues to believe that Central Appalachian
coal will continue to lose market share to the Illinois and
Northern Appalachian coal-producing regions over the next several
years as coal-burning power plants install emission-control
equipment, allowing them to burn high-sulfur coal from these
regions.

The direction of possible ratings movement will primarily be
influenced by the outcome of the company's review of strategic
opportunities to enhance shareholder value.  Standard & Poor's
assumes that all such opportunities are being considered.

"We could revise the outlook to positive, raise our ratings, or
affirm them if Massey is acquired or mergers with a stronger
company or if Massey acquires another company without using
significant debt financing," Mr. D'Ascoli said.

"We could revise the outlook to negative, or lower our ratings, if
Massey retains its aggressive financial leverage and again revises
downward its estimate of future production or margins.  We could
also lower our ratings if the company implements additional
shareholder initiatives at a meaningful detriment to the balance
sheet.  The ratings could be affirmed if we come to expect total
debt to EBITDA and funds from operations to total debt to
approximate around 4x and 15%, respectively, through an industry
cycle."


MCDERMOTT INT'L: 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 oilfield service and refining and marketing
sectors last week, the rating agency confirmed its B1 Corporate
Family Rating for McDermott International Inc.

Moody's also 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
   ----------           -------  -------  ------   ----------
   Multiple Seniority
   Shelf (Senior
   Unsecured)            (P)B3    (P)B3    LGD6        97%

   Multiple Seniority
   Shelf (Subordinate)  (P)Caa2   (P)B3    LGD6        97%

   Multiple Seniority
   Shelf (Preferred)    (P)Caa3   (P)B3    LGD6        97%

In addition, Moody's revised its rating on subsidiary McDermott
Inc.'s Pollution Control Revenue Bonds Due 2009 to B3 from B2, and
assigned those bond obligations an LGD6 rating suggesting a 94%
projected loss-given default.

Furthermore, Moody's revised its probability-of-default ratings
and assigned loss-given-default ratings on these loans and bond
debt obligations for another McDermott subsidiary, The Babcock &
Wilcox Company:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Gtd.
   Revolving Credit
   Facility Due 2011      B1      Ba2      LGD2       19%

   Sr. Sec. Gtd.
   Delayed Draw Term
   Loan                   B1      Ba2      LGD2       19%

   Sr. Sec. Gtd.
   Letter of Credit
   Facility               B1      Ba2      LGD2       19%

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

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

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

Headquartered in Houston Texas, McDermott International, Inc. --
http://www.mcdermott.com/-- through its subsidiaries, operates as  
an energy services company worldwide.


MCLEODUSA INC: Completes $120 Million Senior Sec. Loan Offering
---------------------------------------------------------------
McLeodUSA Incorporated has successfully completed its private
offering of Senior Second Secured Notes announced Sept. 13, 2006.  
The offering was upsized to $120,000,000 from the planned size of
$110,000,000, due to strong interest in the marketplace for these
securities.

"I have raised a lot of capital over the years, doing financial
roadshows to tell a company's story and strategy for the future,"
McLeodUSA Chief Executive Officer Royce Holland stated, "and I
can't recall ever ending a roadshow several days early because the
offering was oversold.  The reception of the financial markets has
been gratifying and reassuring.  Clearly there is capital
available when a company can make a compelling case for future
success, based on solid execution.  I'm very proud of all that the
team at McLeodUSA has achieved in the months since I joined the
company in January 2006, and I'm confident the financial markets
are encouraged by the sound execution we
have demonstrated."

McLeodUSA Incorporated used the net proceeds of the offering
to repay indebtedness under its previous senior secured credit
facility, to cash collateralize certain of its existing letters of
credit, and will use the remaining proceeds of approximately $24
million for general corporate purposes.

"After completing this financing offering, we have a net debt to
EBITDA ratio of 1:1," Mr. Holland continued.  "That's certainly
one of the strongest ratios in the telecom sector where many of
our peers are running more like 4:1 of debt to EBITDA.  McLeodUSA
continues to have one of the strongest balance sheets in the
industry and a strong commitment to taking care of our customers.  
That's important to us as we execute our strategy, and it's
important for the confidence of our customers, who now number more
than 250,000 accounts."

The Senior Second Secured Notes have a five-year maturity date of
October 1, 2011, at a fixed interest rate of 10.5%.  "This is a
significantly more favorable interest rate than we were carrying
on our previous debt," Joe Ceryanec, McLeodUSA chief financial
officer, stated.  "The fact that the rate is fixed rather than
variable, and that the notes carry no maintenance covenants,
allows us greater flexibility as we execute our revised business
strategy."

"In addition to our emphasis on revenue growth," Mr. Ceryanec
stated, "we are pleased with our steadily improving gross margins
in 2006 and we are cash flow positive after covering capital
expenditures and interest payments.  Prior to this closing, we had
approximately $39 million in cash; after the deal, we now
have approximately $63 million in available cash."

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications  
services, including local services in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Debtor and its
affiliates filed for chapter 11 protection on Oct. 28, 2005
(Bankr. N.D. Ill. Case Nos. 05-53229 through 05-63234).  Peter
Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts.  As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.
Judge Squires confirmed the Debtors' Joint Prepackaged Plan of
Reorganization on Dec. 16, 2005, and that plan took effect on
Jan. 6, 2006.

McLeodUSA Inc. previously filed for chapter 11 protection on
Jan. 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed that case on May 20, 2005.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2006,
Standard & Poor's Ratings Services assigned a 'B-' corporate
credit rating to Hiawatha, Iowa-based competitive local exchange
carrier McLeodUSA Inc.  The rating outlook is negative.

As reported in the Troubled Company Reporter on Sept. 15, 2006,
Moody's Investors Service assigned a B3 corporate family rating to
McLeodUSA Incorporated, and a B3 rating for the proposed $110
million second lien note issue.  The ratings for the note reflect
both the overall probability of default of the company, to which
Moody's assigns a PDR of B2, and a loss given default of LGD 4.
The outlook is stable.  The new financing will be used to
refinance existing debt and for general corporate purposes.


MESABA AVIATION: Has Access to Marathon's $24 Mil. DIP Facility
---------------------------------------------------------------
The Honorable Gregory F. Kishel of the U.S. Bankruptcy Court for
the District of Minnesota has issued a final order approving the
terms and conditions of the DIP Credit Facility and DIP Loan
Documents that will provide Mesaba Aviation, Inc., access to a
$24,000,000 loan from Marathon Structured Finance Fund, L.P.

Pursuant to the Final DIP Order, the Debtor is obligated to
perform its obligations, effective as of September 20, 2006,
under the Final Order and these DIP Loan Documents:

    (a) the DIP Credit Agreement; and

    (b) all financing statements, notices, schedules, other
        security agreements -- including the Security and Pledge
        Agreement, SGR Security Agreement and Spare Parts
        Mortgage -- blocked account agreements, deeds of trust,
        mortgages, instruments, guaranties, subordination
        agreements, acceptance agreements and documents as may be
        necessary or required from time to time to:

        -- evidence its obligations to Marathon;

        -- consummate the terms and provisions of the Debtor's
           request, the Final Order and the DIP Credit Agreement;
           and

        -- evidence perfection of the liens and security
           interests to be given to Marathon.

Judge Kishel authorizes the Debtor to execute and deliver any
non-material amendments or modifications to any of the DIP Loan
Documents or any waivers as may be agreed upon in writing by the
Debtor and Marathon, without the need of further notice, hearing
or ruling of the Court.  All DIP Credit Documents entered into by
the Debtor before September 20, 2006, in accordance with the
terms of the Final Order, are approved and ratified in full.

All indebtedness, Loans and Obligations incurred on or after the
Petition Date by the Debtor to Marathon pursuant to the DIP Loan
Documents, whether contingent or otherwise, are referred to as
the "DIP Indebtedness."

No obligation or liability owed, or payment, transfer or grant of
security, to Marathon or any lender under the DIP Loan Documents
or the Final Order will be stayed, restrained, voidable, or
recoverable under the Bankruptcy Code or under any applicable
law, or subject to any defense, reduction, set off, recoupment or
counterclaim.

Notwithstanding anything in the Final Order to the contrary, the
Debtor may only use Cash Collateral in accordance with the terms
of the DIP Loan Agreement and only at and during times that the
outstanding amount of DIP Indebtedness equals $0.

The maximum aggregate outstanding principal amount of the DIP
Revolving Loans that the Debtor may borrow from Marathon before
the "Termination Date" will not at any time exceed $24,000,000,
provided that:

    (a) if Marathon in its sole discretion advance funds in
        excess of the limitations or any other limitations or
        restrictions set forth in the DIP Credit Documents, the
        advances will constitute part of the DIP Indebtedness and
        will be entitled to the benefits of the DIP Loan
        Documents and the Final Order; and

    (b) Marathon may impose reserves against DIP Financing
        availability as it deems necessary or appropriate in
        accordance with the DIP Loan Documents, including a
        reserve for the Carve-Out.

Nothing contained in the Final Order will alter, limit or modify
the rights of Wells Fargo Bank, National Association to enforce
its rights and remedies pursuant to agreements executed before
the Final Order between the Debtor and Wells Fargo.  All other
objections to the entry of the Final Order have been withdrawn or
overruled.

A full-text copy of the Final Order and its exhibits,
and the DIP Credit Agreement is available for free at
http://researcharchives.com/t/s?12fa

In the order issued by the Bankruptcy Court on September 22,
2006, vacating its July 14 ruling authorizing the Debtor to
reject collective bargaining agreements with unions, Judge Kishel
noted that despite the Court's decision authorizing the Debtor to
obtain postpetition financing, the representation has been that
the lender will not advance until the Debtor has had decisive
action on the matter of labor cost reductions.

Negotiations with regard labor cost reduction are still ongoing.

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 24 and 25; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MESABA AVIATION: Four Creditors Object to $24MM DIP Financing
-------------------------------------------------------------
Four parties have objected to Mesaba Aviation, Inc.'s request for
a DIP Credit Facility and Financing with Marathon Structured
Finance Fund, L.P.:

   (1) Salt Lake County Treasurer;
   (2) Wells Fargo Bank, National Association;
   (3) Habbo G. Fokkena, U.S. Trustee for Region 12; and
   (4) General Electric Company.

As reported in the Troubled Company Reporter on Aug. 29, 2006, the
Honorable Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Mesaba Aviation to promptly pay
Marathon Structured:

    (1) $100,000 as additional deposit; and
    (2) $120,000 as first installment of the Closing Fee,

under the terms of the Commitment Letter.

Judge Kishel further approves the provisions on "Indemnity" and
"Expenses" under the DIP Facility.  The Debtor is authorized and
directed to perform as provided in these provisions, whether or
not the remaining terms of the proposed transaction are ultimately
approved by the Court or consummated by the parties, Judge Kishel
says.

The Debtor has previously determined that a postpetition credit
facility is vital for its successful reorganization and for the
continued operation of its business.  With the cooperation of a
representative of the Official Committee of Unsecured Creditors,
the Debtor engaged in good faith, extensive, arm's-length
negotiations with several DIP lenders.  The negotiations
culminated in an agreement with Marathon Structured.

Pursuant to a commitment letter between the parties, Marathon
Structured agrees to provide a senior secured, revolving, DIP
credit facility to the Debtor in the aggregate principal amount
not to exceed $24,000,000, all subject to the terms and conditions
in the Commitment Letter, a final DIP order and DIP Loan
Documents.

The Debtor asked the Court for authority to enter a final ruling
approving all of the terms and conditions of the DIP Credit
Facility and DIP Loan Documents with Marathon Structured.

                      Parties' Objections

(1) Salt Lake

The Salt Lake County Treasurer asserts an $11,583 prepetition
claim for unpaid delinquent 2005 taxes against the Debtor.  Salt
Lake is also currently in the process of assessing postpetition
administrative expense taxes for the 2006 tax year, which is
expected to total at least as much as the 2005 taxes.

Zachary D. Shaw, Salt Lake's deputy district attorney, relates
that the taxes are secured by first priority liens pursuant to
Section 59-2-1325 of the Utah Code Ann.  If Salt Lake's personal
property tax liens have priority over prior contractual
interests, they surely have priority over subsequent contractual
interests, Mr. Shaw adds.

Mr. Shaw asserts that the Debtor's request to enter into a
debtor-in-possession credit facility with Marathon Structured
Finance Fund, L.P., does not appear to provide adequate
protection to Salt Lake's claims, as required by Section
364(d)(1) of the Bankruptcy Code.

Specifically, Mr. Shaw says, the Debtor asked the Court:

    * for permission to obtain secured postpetition financing
      under terms which appear to prime and subordinate Salt
      Lake's statutory liens; and

    * that Marathon Structured receive first priority and
      perfected security interests and liens on all currently
      owned property of the Debtor, whether real or personal.

Mr. Shaw asserts that while the Debtor's request refers to
"Permitted Liens" which will take priority over the DIP financing
liens, the Debtor's request is not clear whether Salt Lake's lien
is included as a Permitted Lien.  Salt Lake does not consent to
the imposition of liens, which would prime its pre- or
postpetition tax liens.

Accordingly, Salt Lake asks the Court to deny the Debtor's
request to the extent it seeks to prime or subordinate Salt
Lake's liens or claims.

(2) Wells Fargo

As previously reported, the Court authorized the Debtor to
continue using its cash management system, which includes various
commercial deposit accounts with Wells Fargo Bank, National
Association.

William P. Wassweiler, Esq., at Rider Bennett, LLP, in
Minneapolis, Minnesota, relates that the maintenance of the
Deposit Accounts are governed by the terms of a Commercial
Account Agreement, in which the Debtor:

    * granted Wells Fargo a lien on and security interest in all
      of the Debtor's accounts with the Bank and its affiliates;
      and

    * acknowledged Wells Fargo's right of set-off against any
      account maintained by the Debtor at the Bank.

Subsequently, Wells Fargo issued a corporate credit card and
several letters of credit totaling $4,598,000, and $4,715,000 in
"Pledged Collateral."

On June 28, 2006, the Court approved an increase in credit on L/C
No. NZS439600 from $2,500,000 to $3,500,000, subject to and in
accordance with the terms of the General Pledge Agreement and
Standby Letter of Credit Agreement -- both dated June 27.

Mr. Wassweiler notes that the Debtor granted Wells Fargo a
security interest in:

    -- a specific wholesale time deposit account, pursuant to the
       terms of the General Pledge Agreement; and

    -- all Pledged Accounts and Deposit Accounts, as security for
       the Debtor's reimbursement obligations to Wells Fargo
       under the L/Cs, pursuant to the terms of the Standby
       Letter of Credit Agreement.  Wells Fargo's security
       interest in the Pledged Accounts and Deposit Accounts is
       perfected by Wells Fargo's possession and control of those
       accounts.

Against this backdrop, Wells Fargo objects to the Debtor's
request because:

    (i) The DIP Lien impairs Wells Fargo's first priority lien
        rights and set-off rights in the Deposit Accounts without
        adequately protecting Wells Fargo's interest in those
        accounts;

   (ii) The request requires the Debtor to enter into cash
        management agreements including blocked account
        agreements satisfactory to Marathon Structured.  Wells
        Fargo has not reviewed or approved any agreements which
        may impermissibly impose obligations on Wells Fargo
        without its consent;

  (iii) The DIP Lien impairs the cross-collateralized nature of
        the Pledged Accounts and Deposit Accounts, and Wells
        Fargo's pre- and postpetition set-off rights in the
        Pledged Accounts, without adequately protecting Wells
        Fargo's interest in those accounts; and

   (iv) The Debtor attempts to cap the "restricted cash" held in
        the Pledged Accounts to $4,715,000 or some other fixed
        amount.  The General Pledge Agreements clearly secure all
        funds held in the Pledged Accounts and proceeds,
        including any dividends or other accretions.

Wells Fargo, therefore, asks the Court to deny the Debtor's
request.

Wells Fargo reserves its right to raise further objections to the
Debtor's request after it has the opportunity to review the DIP
Credit Documents, Mr. Wassweiler says.

(3) U.S. Trustee

Habbo G. Fokkena, U.S. Trustee for Region 12, objects to the
proposed financing because the loan agreement provides for a
grant to the Lender of a lien on all the Debtor's avoidance
causes of action.

Encumbering avoidance causes of action will thwart a liquidation
if the Debtor's reorganization efforts are not successful, Mr.
Fokkena explains.  More importantly, he continues, the Court
should recognize that the avoidance causes of action to be
encumbered could have very substantial value if the liens
encumber the Debtor's alleged fraudulent conveyance cause of
action against MAIR Holdings, which has been purported to have
received as much as $120,000,000 before the Petition Date.

The U.S. Trustee also objects to the proposed financing because
the Debtor improperly characterizes the loan as being under
Section 364(c)(1) of the Bankruptcy Code when in fact, if the
loan is approved, it will have the effect provided by Section
364(d), Mr. Fokkena says.  Section 364(c)(1) provides for a first
lien on unencumbered property that is superior to administrative
expenses.

In a business as complex as the Debtor's, Mr. Fokkena notes, it
is likely that other lien creditors exist and the Lender should
not be given the benefit of Section 364(d) without the Debtor
proving adequate protection for any pre-existing liens.

Furthermore, Mr. Fokkena objects to placing the Lender's
Commitment Letter under seal because he believes that the Debtor
and Lender failed to meet their burden of showing a need for
sealing information.

The U.S. Trustee submits that if the loan can be renegotiated to
resolve his objections, then the loan can be approved.

(4) General Electric

General Electric Company has asserted lien rights with respect to
engines operated by the Debtor and serviced by GE.

GE asks the Court that any DIP order recognize GE's liens as
"Permitted Liens," as that term is defined by the Debtor, and to
authorize further Section 546(b) of the Bankruptcy Code notices
by GE to preserve perfection of its liens.

Michael J. O'Grady, Esq., at Frost Brown Todd LLC, in Cincinnati,
Ohio, recounts that in November 2005, GE requested a relief from
stay or for adequate protection of its lien rights.  On that same
month, the Debtor and GE entered into a standstill stipulation
authorizing GE to continue to make lien filings in the state of
Kansas with respect to engines serviced by GE pending further
ruling by the Court on the stay request.

Mr. O'Grady tells Judge Kishel that GE has continued to perform
pursuant to its agreement with the Debtor and the standstill
stipulation despite the continued lack of adequate protection of
GE's lien rights.

Without the determination that the GE liens are "Permitted Liens"
and the authorization for GE to continue to issue notices
pursuant to Section 546(b), the proposed DIP order subjects GE to
additional risk for which GE is not adequately protected in
violation of Section 364(d)(1)(B), Mr. O'Grady asserts.

                     About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


METAMORPHIX INC: Deloitte & Touche Raises Going Concern Doubt
-------------------------------------------------------------
Deloitte & Touche LLP expressed substantial doubt about
MetaMorphix, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring losses and negative cash flows from
operations, working capital deficiency and significant accumulated
deficit at Dec. 31, 2005.

MetaMorphix reported a $23.6 million net loss for the year ended
Dec. 31, 2005, a 54.8% decrease compared to a $52.1 million net
loss incurred in the prior year.

Revenue for the year ended Dec. 31, 2005 was $2.5 million a
decrease of $3.1 million or 55.9%, from the $5.7 million generated
during the same period of 2004, primarily due to the difference in
genomic research project milestone revenue.  In 2004, the Company
earned $3.1 million in milestone revenue relating to the Cargill
collaborative research project.  Revenue from the Company's
parentage and identification genotyping services increased
$364,205, or 19.6%, in 2005 from 2004 due to the increased volume
of tests services performed.

The Company expects revenue from its livestock genomics business
to increase during the next two years as a result of the
commercialization of the technologies currently under
collaborative research projects.

At Dec. 31, 2005, the Company's balance sheet showed $13.1 in
total assets and $51.6 million in total liabilities, resulting in
a stockholders' deficit of $38,416,350.

A full-text copy of the Company's annual report is available for
free at http://researcharchives.com/t/s?12f6

Headquartered in Beltsville, Maryland, MetaMorphix, Inc. --
http://www.metamorphixinc.com/-- is developing a pipeline of  
innovative products addressing all major livestock sectors
including cattle, swine, poultry and aquaculture, as well as
developing products that enhance the health of companion animals.  


NASH FINCH: Moody's Holds B1 Rating on $125MM Sr. Debt Facility
---------------------------------------------------------------
Moody's Investors Service confirmed all ratings of Nash Finch
Company, including the secured bank loan at B1 and the senior
subordinated notes at B3, but assigned a negative rating outlook.
The ratings reflect both the overall B1 probability of default for
the company and a loss given default of LGD 4 for the secured bank
loan and LGD 6 for the subordinated notes.  The rating
confirmation recognizes the company's solid credit metrics and
comfortable liquidity position.

However, the negative rating outlook is prompted by Moody's
concern regarding the effectiveness of current efforts to improve
weakening operating performance in the retail and distribution
divisions, the uncertainty of long-term strategic direction during
the transition in the senior management team, and lingering
uncertainty about the potential impact of the unresolved SEC
investigation.  This concludes the rating review that commenced on
March 7, 2006.

These ratings are confirmed:

   * $125 million senior secured revolving credit facility (2009)
     at B1 (LGD 4, 54% LGD rate);

   * $175 million senior secured term loan (2010) at B1 (LGD 4,
     54% LGD rate);

   * $322 million (fully accreted value) convertible subordinated
     notes (2035) at B3 (LGD 6, 91% LGD rate);

   * Corporate family rating at B1;

   * Probability of Default rating at B1.

The B1 corporate family rating considers Moody's opinion that, in
spite of the solidly positioned credit metrics, the competitive
challenges facing the company may intensify in coming years, the
inherent risks as the new senior management team institutes
strategic and organizational changes, and the uncertainty of the
ongoing SEC investigation.  Important qualitative credit metrics
consistent with the assigned rating include the company's
aggressive financial policy for dividends and debt financed
acquisitions that scores at the B level, the low level of capital
investment in comparison with capital investment that has B
attributes, and the company's challenged position within the
grocery retailing and distribution industry that has Ba and B
characteristics.

Moody's believes that competitive pressures on the company and its
wholesale customers will remain intense as well-regarded
competitors like Wal-Mart (senior unsecured rating of Aa2)
continue to develop supercenters in Nash Finch's trade areas.
Important quantitative credit metrics, such as leverage, interest
coverage, free cash flow, and scale, have high non-investment
grade attributes.  The expectation of improved Board oversight and
stability within senior management, as well as resolution of the
SEC investigation related to possible insider stock trading by
former company officers, are also important rating factors.

Ratings could decline over the next 12 to 18 months if operating
performance in the wholesale or retail segments continued to
weaken, non-traditional grocery retailers won additional market
share in the trade areas of the company and its wholesale
customers, or the company were materially impacted by the
unresolved SEC discussions.  Specifically, ratings would decline
if debt to EBITDA exceeded 5 times, outflows for cash interest
expense, capital expenditures, dividends, and working capital
exceeded EBITDA, or EBIT to interest fell below 1.5 times.  

Given the negative outlook, an upgrade over the medium-term is
unlikely.  The rating outlook could be revised to stable if the
company made progress towards the strategic goals that will be
defined by the new Chairman and Chief Executive Officer, if the
company and its customers maintained market share without
sacrificing profitability, and if debt protection measures did not
decline from current levels.

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

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

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

Nash Finch, headquartered in Edina, Minnesota, is a leading
grocery distributor to retailers and military commissaries and
operates 69 supermarkets in the upper Midwest and Great Plains
regions.  Revenue for the 12 months ending June 2006 was
$4.7 billion.


NORTEL NETWORKS: Gets $23.6 Mil. U.S. Navy Litigation Support Pact
------------------------------------------------------------------
Nortel Networks Corporation's wholly owned U.S. company, Nortel
Government Solutions, disclosed that it is providing litigation
support services on behalf of the U.S. Navy Office of the General
Counsel under a five-year, $23.6 million contract.

The services are required by the Navy to assist the U.S. State
Department Office of the Legal Advisor in providing the defense
before the Iran-United States Claims Tribunal in The Hague against
certain claims by Iran arising from sales of military equipment to
Iran before the 1979-81 hostage crisis.

The Company is providing claims research, analysis of discovery
and claims documentation, financial and logistical reconciliation,
report preparation and other litigation services in support of
U.S. Navy-managed cases and weapons systems related to Iran's
claims.

"We have a wealth of knowledge and experience with Foreign
Military Sales that is instrumental in providing an effective
defense in these proceedings," Bob Veschi, president, Defense
Sector, said.  "This expertise and a solid reputation for
excellent service were instrumental in our selection."

                About Nortel Government Solutions

Headquartered in Fairfax, Va., Nortel Government Solutions
-- http://www.nortelgov.com/-- is a U.S. company wholly owned by  
Nortel.  It is a network-centric integrator, providing the
services expertise, mission-critical systems and secure
communications that empower government to ensure the security,
livelihood, and well being of its citizens. Nortel Government
Solutions offers a one-stop shop for solutions designed to improve
workforce productivity, reduce operating costs, and streamline
inter-agency communications.

                    About Nortel Networks Corp.

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

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family Rating
for Nortel Networks Corp. to B2.

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

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

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


NORTHWEST AIRLINES: Buying 72 Aircrafts to Meet Market Demands
--------------------------------------------------------------
Northwest Airlines has ordered from two manufacturers 72 new, two-
class aircraft that will each accommodate 76 customers.

The airline said it placed firm orders for 36 Bombardier Canadair
Regional Jet 900s and 36 Embraer 175s that will equip Northwest
with modern aircraft that offer customers a comfortable travel
experience, allow the carrier to pursue growth opportunities in
important markets, including in the Heartland of the U.S., and
provide Northwest with improved aircraft economics.

Northwest also received options for additional Bombardier and
Embraer 76-seat aircraft.  Both aircraft types are powered by
General Electric CF34 engines.

"[The] orders are examples of the steady progress we are making in
our restructuring which is focused on resizing and optimizing the
Northwest fleet to better serve customers; realizing competitive
labor and non-labor costs; and restructuring and recapitalizing
the airline's balance sheet," said Doug Steenland, Northwest
president and chief executive.

"The aircraft purchases from Bombardier and Embraer allow us to
tailor our service to meet market demands while providing
customers with a comfortable and efficient flight experience on
Northwest.  Both new aircraft types will lower Northwest's
operating costs over the aircraft they replace such as the Avro
Regional Jet 85 through a combination of significantly lower fuel
consumption along with inherent maintenance cost advantages," he
continued.  The values of the orders were not disclosed.

Discussing the multiple orders, Neal Cohen, executive vice
president and chief financial officer, said, "Our Bombardier
purchase builds on a well-established, long-term relationship and
the Embraer order introduces another highly respected aircraft
product line to Northwest travelers."

Northwest's CRJ900 and Embraer 175 aircraft will provide a best-
in-class product experience for Northwest Airlink customers.  They
both will be configured with 12 seats in first class and 64 seats
in coach class.  The 12 first class seats, arranged in a one seat-
aisle-two seats configuration, will have 36 inches of pitch, or
space between rows.  Coach class, arranged in a two seats-aisle-
two seats configuration, will have pitch comparable to other
aircraft in the airline's current mainline fleet.

The CRJ900 has a range of nearly 1,400 miles (2,253 km) while the
Embraer 175 will eventually have a nonstop range of nearly 1,700
miles (2,735 km).  Northwest expects to take initial delivery of
both aircraft in the second quarter of 2007.

Tim Griffin, executive vice president-marketing and distribution,
said, "The new aircraft are ideally suited to serve Northwest's
Heartland markets by connecting passengers through the airline's
Detroit, Minneapolis/St. Paul and Memphis hubs to the carrier's
expansive domestic and international route network."

"In addition, the introduction of highly-efficient 76-seat
aircraft into the fleet will allow Northwest to offer new service
and develop markets where demand does not yet support service with
a 100-seat DC9-30, but exceeds what could be accommodated with a
50-seat Northwest Airlink CRJ200."

Discussing a future replacement for Northwest's DC-9 aircraft,
Steenland said, "We are continuing to meet with aircraft
manufacturers to review our requirements for a 100-seat aircraft
that would replace our DC-9s."

Northwest said that its regional subsidiary, Compass Airlines,
will operate the 36 Embraer 175s as Northwest Airlink.  An Airlink
partner, to be determined at a later date, will operate the 36
Bombardier aircraft.

In addition, as part of the agreement to order new CRJ900
aircraft, Bombardier, GECAS and Export Development Canada have
reached an agreement on restructuring the existing 126 CRJ200
aircraft fleet.  The agreement includes the return of 15
previously rejected CRJ200 aircraft back into the Northwest
Airlink fleet.  This marks the completion of Northwest's CRJ fleet
restructuring.  As a result, the Airlink fleet will total 141
aircraft.

The agreements are subject to the approval of the U.S. Bankruptcy
Court for the Southern District of New York.

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


NORTHWEST AIRLINES: Inks Distribution Pact With Priceline.com
-------------------------------------------------------------
Northwest Airlines and priceline.com have finalized a distribution
agreement covering priceline.com's published-price and opaque
airline ticket services.  Northwest will resume its participation
in priceline.com and lowestfare.com immediately.

"We're excited to have Northwest as a priceline.com participant,"
Mark Koehler, priceline.com's Senior Vice President, Air, said.  
"We're also very pleased to give our customers access to the broad
domestic and international flight options and the excellent in-
flight product provided by Northwest."

"Priceline.com has developed a supplier-friendly distribution
structure and offers marketing opportunities that meet our needs
and allows us to broaden the online base of travelers we serve,"
Al Lenza, Northwest's Vice President, Distribution and
E-Commerce, said.  "We look forward to resuming our relationship
with priceline.com."

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


PERFORMANCE TRANSPORTATION: Turns to Tectura for Support Services
-----------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates have sought the services of Tectura (USA), Inc., in
accordance with the procedures approved by the U.S. Bankruptcy
Court for the Western District of New York for hiring Ordinary
Course Professionals.  Tectura will provide Great Plains support
and upgrade services to the Debtors.

John Matterson, president of Tectura, informs the Court that the
company currently performs services, and may perform services in
the future, to parties-in-interest, in matters unrelated to the
Debtors' Chapter 11 cases.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest     
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or     
215/945-7000)


PERFORMANCE TRANSPORTATION: Finis Hodge Wins Lift-Stay Plea
-----------------------------------------------------------
The Honorable Michael J. Kaplan of the U.S. Bankruptcy Court for
the Western District of New York lifts the automatic stay in
effect in Performance Transportation Services, Inc., and its
debtor-affiliates' bankruptcy cases to allow Finis Hodge to
continue proceedings in a personal injury action against Debtor
Hadley Auto Transport.  The action is currently pending before the
Third District Court for Salt Lake County, in Utah.

Judge Kaplan rules that the running of time for the Debtors to
answer the Action is extended up to Nov. 18, 2006, and further
proceedings are stayed until Nov. 18, 2006.

Judge Kaplan also orders the Debtors to provide information to
the Court by Nov. 21, 2006, on what portion of the damages, if
any, has been paid out.

Mr. Hodge claims he suffered injuries when a semi-truck owned and
operated by Hadley collided with the vehicle he was driving.  
Among other injuries, Mr. Hodge says he suffered serious and
permanent injuries to his arm affecting his day-to-day life.

Mr. Hodge's counsel had argued that lifting the stay will not
prejudice any creditor or party-in-interest due to the liability
insurance coverage and self-insurance, which will cover all
litigation costs and the Debtor's ultimate liability on any
judgment or settlement.

                        Debtors Objection

The Debtors had asserted that cause does not exist to lift the
automatic stay to allow Mr. Hodge to pursue his personal injury
action.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
noted that Mr. Hodge filed his action on April 7, 2006, more than
two months after the Petition Date, which is a clear violation of
Section 362 of the Bankruptcy Code.

Mr. Graber argued that bankruptcy courts in the Southern District
of New York have consistently held that actions commenced after
the Petition Date, without court authority, violate Section 362
and are therefore void even if the acting party had no actual
notice of the automatic stay.

The Debtors also contested Mr. Hodge's allegations that he is
entitled to relief from stay because they (i) have obtained
insurance from Discovery Property & Casualty Insurance Company and
(ii) have complied with the Federal Motor Carrier Safety Act.

The Official Committee of Unsecured Creditors supported the
Debtors' objection to Mr. Hodge's request.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest     
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or     
215/945-7000)


PERFORMANCE TRANSPORTATION: BMC Records 981 Proofs of Claim Filed
-----------------------------------------------------------------
As of Sept. 15, 2006, BMC Group, Inc., the official claims and
noticing agent, has recorded 981 proofs of claim filed in the
Chapter 11 cases of Performance Logistics Group, Inc., and its
subsidiaries:

                                        Total No.      Total Amt.
Debtor                                  of Claims       Asserted
------                                  ---------       --------
Performance Logistics Group, Inc.            24      $157,449,384
Leaseway Motorcar Transport Company         416       203,297,035
PLG Leasing Corp.                            10       153,048,715
E. and L. Transport Company L.L.C           173       155,131,848
Logistics Computer Services, Inc.            18       153,246,900
Transportation Releasing L.L.C.              22       153,464,964
Hadley Auto Transport                       177       157,858,845
Performance Transportation Svcs. Inc.        80       165,126,553
Florida Leaseco Company L.L.C.               14       153,587,074
Hadley Computer Services                      9       153,048,610
Automotive Logistics Corp.                   10       153,063,670
HFS Investments Inc.                          9       153,048,610
LAC Holding Corp.                            10       153,050,329
Vehicle Logistics Associates, LLC             9       153,048,610
                                           ----    --------------
         TOTAL                              981    $2,217,471,146

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest     
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or     
215/945-7000)


PHI INC: Moody's Assigns LGD4 Rating to 7.125% Sr. Global Notes
---------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors last week, the rating agency confirmed its B1 Corporate
Family Rating for PHI, Inc.  

In addition, Moody's revised its rating on the company's 7.125%
Senior Unsecured Guaranteed Global Notes Due 2013, to B2 from B1,
and assigned those debentures an LGD4 rating suggesting
noteholders will experience a 59% loss in the event of default.

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

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

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

Headquartered in Lafayette, Louisiana, PHI, Inc. fka Petroleum
Helicopters Inc., supplies air transportation of people and
equipment, mainly to oil and gas companies.


PIER 1: Board Discontinues $0.10 Per Share Quarterly Dividends
--------------------------------------------------------------
Pier 1 Imports, Inc.'s Board of Directors has decided to
discontinue the Company's $0.10 per share quarterly dividend.

Marvin J. Girouard, chairman and chief executive officer,
commented, "We believe that discontinuing the cash dividend will
improve the Company's near-term liquidity and is consistent with
our efforts to provide financial stability as we execute Pier 1's
turnaround strategy.  While the discontinuation of the cash
dividend was done in an effort to provide additional flexibility,
we still believe that the Company's cash on hand, available lines
of credit and proceeds from the sale of the credit card business
will be sufficient to meet our expected cash requirements over the
next fiscal year."

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.


REFCO INC: Chapter 7 Trustee Reaches Settlement with Rogers Funds
-----------------------------------------------------------------
Albert Togut, chapter 7 trustee for Refco, LLC, reached an
agreement, on Oct. 4, 2006, with representatives for Rogers
International Raw Materials Fund, L.P. and Rogers Raw Materials
Fund, L.P., with respect to the Rogers funds' customer property
claims against Refco, LLC.

In July, the Rogers funds had reached a settlement with the
chapter 11 estate of Refco Capital Markets, Ltd.  On the basis of
these two settlements, the two Rogers funds may recover between
96% and 100% on their claims against the Refco debtors, depending
upon recoveries that may be obtained by the litigation trust that
will be established for RCM creditors.  The funds' settlement with
Refco, LLC resolves numerous claims brought by the Rogers funds as
well as claims between Refco, LLC and RCM, and further paves the
way for a global settlement among all of the Refco bankruptcy
estates.  The Refco, LLC settlement remains subject to bankruptcy
court approval at a hearing scheduled for October 11, 2006.

On October 24, 2005, one week after the Refco chapter 11 filings,
the Rogers funds filed a complaint in the bankruptcy court seeking
a constructive trust over $364 million in cash and securities that
the funds claimed were wrongfully diverted from Refco, LLC, a once
active commodity broker registered with the CFTC, to RCM, an
unregulated Bermuda unit of Refco, Inc.  The Rogers funds also
asserted claims against Refco, LLC for the same amount, contending
that they were entitled to customer treatment at Refco, LLC.

The settlement with RCM, which involves RCM customers who hold
securities accounts and foreign-exchange accounts, will provide
that the Rogers Funds shall receive the same treatment as the
claims of securities customers at RCM.  Under the RCM settlement,
if the RCM plan of reorganization is confirmed by the end of 2006,
securities customers would initially recover 84% of the value of
their claims.  Future recoveries would depend on Mr. Kirschner's
success at pursuing claims third parties who were part of Refco's
collapse in October 2005.  With the Refco, LLC settlement, the
chapter 7 trustee will recognize that the Rogers funds have a $30
million claim against Refco, LLC.

"The settlement with Refco, LLC, together with the settlement with
RCM, brings an end to protracted litigation in the bankruptcy
court, may provide a total recovery to the Rogers funds, and is in
the best interests of the Rogers funds and their investors," said
Walter T. Price, C.E.O. of Beeland Management Company, L.L.C., the
operator of the two funds.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a   
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  The Debtors filed their
Chapter 11 Plan and Disclosure Statement on Sept. 14, 2006.


RENT-A-CENTER: Increased Risk Cues Moody's to Downgrade Ratings
---------------------------------------------------------------
Moody's Investors Service rated the proposed $600 million add-on
to the secured term loan B of Rent-A-Center, Inc at Ba2, and
downgraded the corporate family to Ba3, the existing bank loan
ratings to Ba2, and the senior subordinated notes to B2.  The
ratings reflects both the overall probability of default of the
company of Ba3, and a loss given default of LGD 3 for the secured
term loan and LGD 5 for the senior subordinated notes.  Proceeds
from the new debt will be used to finance the purchase of Rent-
Way, Inc. (corporate family rating of B3 under review for
upgrade), a smaller operator of rent-to-own stores, including its
rated senior subordinated notes.  The downgrade of the ratings is
prompted by the increase in financial and business risk that will
occur as a result of the debt-financed acquisition.  The rating
outlook is stable.  This rating action concludes the review that
commenced on August 8, 2006.

This rating is assigned:

   * $600 million proposed incremental secured term loan B at Ba2
     (LGD 3, 39% LGD rate).

These additional ratings are lowered:

   * $400 million secured revolving credit facility (LGD
     3, 39% LGD rate) to Ba2 from Ba1;

   * $200 million secured term loan A (LGD 3, 39% LGD
     rate) to Ba2 from Ba1;

   * $125 million secured term loan B (LGD 3, 39% LGD rate) to
     Ba2 from Ba1;

   * $300 million 7.5% senior subordinated notes (2010) (LGD 5,
     88% LGD rate) to B2 from Ba3;

   * Corporate family rating to Ba3 from Ba2;

   * Probability of default rating to Ba3 from Ba2.

The ratings of Rent-Way, Inc. likely will be withdrawn upon
closing of the transaction.

Rent-A-Center's corporate family rating of Ba3 reflects the
balance of certain key quantitative and qualitative rating
drivers.  Key credit metrics such as Debt to EBITDA, interest
coverage, and free cash flow to debt have Ba or B characteristics,
with the exception of retained cash flow to debt that has an
investment grade score.  Also contributing to the assigned ratings
are the unproven success to date of initiatives designed to
stimulate average unit volume growth and the challenges in
expanding the personal loan business beyond the test stage.

However, supporting the company's position are the leading
position of Rent-A-Center in the consumer rent-to-own industry in
terms of geography, store count, sales, and store count; the lower
cyclicality and seasonality of rent-to-own stores compared to many
other retailing segments; and the relatively high quality of the
store base.  Moody's anticipates that a portion of operating cash
flow will be used for meaningful debt amortization going forward,
in contrast to the company's historic practice of using virtually
all operating cash flow for share repurchases, capital investment,
and industry consolidation.

The stable outlook anticipates that the company will steadily grow
comparable store sales and cash flow (in spite of the potentially
adverse impact of high motor fuel prices), that the Rent-Way
expansion will achieve a portion of the anticipated post-merger
operating efficiencies, and that the business line expansion into
financial services will prove profitable.

The outlook also considers Moody's expectation that discretionary
cash flow will be targeted towards debt repayment rather than
share repurchases or further acquisitions, as well as the
assumption that the company will maintain solid liquidity through
moderation of planned growth capital investment if operating
results fall below plan.

Operating pressures that prevent the company from growing revenue
and margin, a financial policy action such as share repurchases,
or a permanent decline in revolving credit facility availability
could cause the ratings to be lowered. Specifically, ratings would
to be lowered if operating performance falters such that debt to
EBITDA is above 5 times one year following the transaction, EBIT
to interest expense falls below 1.5 times, or free cash flow
becomes negative.

Ratings could eventually move upward if the company continues the
historical pattern of consistent sales growth at new and existing
stores; if possible acquisitions and returns to shareholders do
not adversely impact credit metrics, and if financial flexibility
strengthens such that EBIT coverage of interest expense continues
to exceed 2 times, leverage falls toward 4.5 times, and Free Cash
to Debt approaches 5% on a sustainable basis.

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

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

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

Rent-A-Center, Inc, with headquarters in Plano, Texas operates the
largest chain of consumer rent-to-own stores in the U.S. with
2,749 company operated stores located in the U.S., Canada, and
Puerto Rico.  Rent-A-Center also franchises 295 rent-to-own stores
that operate under the "ColorTyme" and "Rent-A-Center" banners.
Revenue for the twelve months ending June 2006 was about $2.3
million.  The company will add 784 stores and sales of more than
$500 million with the pending Rent-Way acquisition.


ROTEC INDUSTRIES: Court Moves Plan Filing Deadline to November 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Rotec Industries Inc.'s exclusive periods to:

   a) file a chapter 11 plan of reorganization until Nov. 30,
      2006; and

   b) solicit acceptance of that plan until Jan. 31, 2007.

The Debtor told the Court that since it filed for bankruptcy, it
has continued to manage its business while also attending to the
requirements if the bankruptcy process, has responded to creditor
issues and has made substantial progress with respect to the
resolution of the Three Gorges Project Development Corporation's
claim.

The Debtor further told the Court that the extension will not
prejudice the legitimate interests of any creditor, and will
afford the parties the opportunity to achieve a successful
confirmation of a plan.

Headquartered in Elmhurst, Illinois, Rotec Industries, Inc. --
http://www.rotec-usa.com/-- provides concrete products and  
concrete placing technology & solutions.  The company filed for
chapter 11 protection on May 31, 2006 (Bankr. D. Del. Case No. 06-
10542).  Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, represents the Debtor in its restructuring efforts.  
Adam G. Landis, Esq., and Megan Nancy Harper, Esq., represent the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


ROTEC INDUSTRIES: Court OKs Pact Securing CIT Collateral Interest
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the stipulation entered into by Rotec Industries Inc. and CIT
Group/Equipment Financing Inc. granting CIT adequate protection
with regards to the Debtor's use of the collateral securing
repayment of its obligations to CIT.

The Debtor and CIT are parties to a master security agreement,
dated June 10, 1998, which terms have been ratified by a
forbearance agreement dated Dec. 27, 2004.

In the Forbearance Agreement, the Debtor reaffirmed the security
interest it granted to CIT on Grove Model Year 1998, RT9100 Model
Rough Terrain Crane, Serial No. 87494.

The parties believe that CIT is entitled to adequate protection of
its interests in the Collateral.  Accordingly, the parties agree,
among others, that:

   a) for the month of August 2006 and each month thereafter, the
      Debtor will pay CIT as adequate protection the amount  
      of $7,500 and to keep the insurance in place on the
      collateral consistent with past practice; and

   b) in the event CIT does not timely receive an adequate
      protection payment, CIT will give five days written notice
      by facsimile of the nonpayment to the Debtor and to its
      counsels, and if the nonpayment is not timely cured within
      the five 5-day notice period, the Debtor agrees that CIT may
      seek expedited relief from the automatic stay on 10 days
      advance notice.

Headquartered in Elmhurst, Illinois, Rotec Industries, Inc. --
http://www.rotec-usa.com/-- provides concrete products and  
concrete placing technology & solutions.  The company filed for
chapter 11 protection on May 31, 2006 (Bankr. D. Del. Case No. 06-
10542).  Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, represents the Debtor in its restructuring efforts.  
Adam G. Landis, Esq., and Megan Nancy Harper, Esq., represent the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


ROWE COMPANIES: Storehouse to Hold Bankruptcy Liquidation Sale
--------------------------------------------------------------
Storehouse Inc., an affiliate of The Rowe Companies, will conduct
a court-ordered bankruptcy liquidation sale beginning today,
Friday, October 6.

The sale was ordered by the U.S. Bankruptcy Court for the Eastern
District of Virginia and announced by Hudson Capital Partners,
LLC, which is managing the liquidation.

Following the liquidation sale, which is expected to take several
weeks, all of the Storehouse retail locations will be closed.

"The Storehouse liquidation sale was ordered following exhaustive
efforts to sell the chain or obtain fresh equity, which proved
unsuccessful.  The inventory to be liquidated has a value of
approximately $60 million," noted Hudson Capital Partners co-
founder Jim Schaye.

The Storehouse merchandise to be liquidated will include
furniture, accessories, wall decor, lighting, rugs and other
designer items.  The sale will involve all of the nearly 70
Storehouse locations in Alabama, Delaware, Florida, Georgia,
Louisiana, Maryland, Michigan, New Jersey, North Carolina,
Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Virginia
and Washington, D.C.

                      About Hudson Capital

Hudson Capital Partners, LLC -- http://www.hudsoncpl.com/--  
offers an extensive array of professional solutions to the
challenges retailers face, including management of excess,
obsolete and discontinued inventory, changing geographic and
demographic circumstances, unproductive store sites, and real
estate and liquidity issues.  The firm's diversified staff is
experienced at performing strategic store closings and
relocations, fixed asset dispositions, wholesale inventory buyouts
and lease mitigations.

                      About Storehouse Inc.

Storehouse -- http://www.storehouse.com/-- offers a sophisticated  
and eclectic blend of unique furnishings that offer all the
elements of home decor.  The specialty home furnishings retailer
is known for its distinctive collection of upholstery, dining,
bedroom and home office furniture with style ranging from
contemporary to classic.

                     About The Rowe Companies

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.


RURALMETRO CORP: Appoints Kristine Beian Ponczak as CFO
-------------------------------------------------------
Rural/Metro Corporation appointed Kristine Beian Ponczak as senior
vice president, chief financial officer and corporate secretary.

Mrs. Ponczak brings more than 17 years of experience in all phases
of financial management, including treasury, accounting, strategic
planning and financial analysis.

Prior to her promotion, Mrs. Ponczak, served as vice president and
Treasurer of the Company, managing the its working capital
strategies, financial planning and budgeting, operational
performance measurement, financial risk management, corporate
banking, investments, and taxation strategies.

In her new role, Mrs.Ponczak's oversight will be expanded to
include overall responsibility for driving financial direction,
optimizing the organization's capital structure, investor
relations, implementation of information technology solutions, and
coordination of financial strategies to deliver results.  She will
report directly to the President and Chief Executive Officer.

Mrs. Ponczak succeeds Michael S. Zarriello, who is no longer with
the company.

Prior to joining the Company in 1998, Mrs. Ponczak served as
Corporate Controller for Sun Street Foods from 1995 to 1998 where
she was responsible for managing the financial reporting and
banking relationships of that privately held company, which
represented a management buyout of certain subsidiaries of Main
Street & Main Inc.  From 1993 to 1995, she worked at Main Street &
Main Inc. as Controller over two subsidiaries.  Prior to that,
Mrs. Ponczak was a member of the managing consulting/business
valuation group at the public accounting firm Coopers & Lybrand,
where she focused on corporate valuations, litigation support, and
acquisition structures.

Mrs. Ponczak is a graduate of Arizona State University with a
Bachelor of Science degree in accountancy and is a Certified
Public Accountant.

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

                         *     *     *

Rural/Metro's balance sheet at June 30, 2006 showed total assets
of $299 million and total liabilities of $392 million resulting in
a total stockholders' deficit of $93 million.


SATELITES MEXICANOS: Can Continue Existing Insurance Programs
-------------------------------------------------------------
The Honorable Robert D. Drain, U.S. Bankruptcy Judge for the
Southern District of New York, granted authority to Satelites
Mexicanos, S.A. de C.V., to take steps necessary to maintain and
continue its existing insurance programs consistent with practices
prior to its filing for chapter 11 protection and in the ordinary
course of business.

The authority includes paying its obligations prior to its filing
for chapter 11 protection, in respect of the Insurance Programs.

The Debtor is also authorized to obtain new Insurance Programs as
needed in the ordinary course of its business, consistent with
practices prior to its filing for chapter 11 protection.

Judge Drain clarifies that the Order does not constitute
assumption of any executory contract under Section 365 of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on Aug. 30, 2006 the
Debtor sought from the Court authority to:

    (1) maintain and continue its current Insurance Programs and
        Insurance Policies on an uninterrupted basis, consistent
        with prepetition practices; and

    (2) pay when due and in the ordinary course all premiums,
        administrative fees and other obligations, including any
        prepetition obligations.

The Debtor maintains various insurance policies and related
programs through several third-party carriers.  The Insurance
Programs include coverage for claims relating to, among other
things, in-orbit damage for its satellites, multimedia liability,
general liability, directors and officers' liability, automotive
liability, legal liability and property.

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

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

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

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SATELITES MEXICANOS: Milbank Tweed Holds $580,932 Retainer
----------------------------------------------------------
Matthew S. Barr, Esq., a member of Milbank, Tweed, Hadley &
McCloy, LLP, in New York, informed the U.S. Bankruptcy Court for
the Southern District of New York that his firm held a
$580,932 retainer as of the Debtor's filing for chapter 11
protection and not $454,250 as previously disclosed.

Mr. Barr explained that due to an inadvertent miscalculation its
prior disclosure was inaccurate.

The Retainer remains unapplied, Mr. Barr adds.

As reported in the Troubled Company Reporter on Sept. 19, 2006
Mr. Barr tells the Court that on June 26, 2003, the Debtor
provided his firm with a $200,000 retainer.  Over time, the Debtor
provided Milbank with additional payments to increase the Retainer
and, as of the Debtor's filing for chapter 11 protection, Milbank
held $454,250.

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

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

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

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SATELITES MEXICANOS: Taps Togut Segal as Conflicts Counsel
----------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Togut, Segal & Segal LLP as its conflicts counsel, nunc pro tunc
to Aug. 28, 2006.

The Court previously authorized the retention of Milbank, Tweed,
Hadley & McCloy LLP to serve as primary bankruptcy counsel to the
Debtor on a final basis.  In view of a potential or actual
conflict of interest, however, the Debtor seeks to retain Togut
Segal to handle discrete matters, which cannot be appropriately
handled by Milbank Tweed.

The Debtor has selected Togut Segal because of the firm's
knowledge in the fields of debtor's protections, creditors'
rights, and business reorganizations under the Bankruptcy Code.
In addition, Togut Segal possesses extensive expertise, experience
and knowledge practicing before the bankruptcy courts.

Togut Segal has served as Chapter 11 counsel for Daewoo
International (America) Corp., an international trading company
and wholly owned subsidiary of Daewoo International Corporation, a
Korean conglomerate that underwent what is believed to be one of
the largest non-sovereign global debt restructurings in history.  
Togut Segal also served as Chapter 11 counsel for SK Global
America, Inc., the U.S.-based trading arm for the SK Global
conglomerate based out of Korea.  As with Daewoo America, a
Chapter 11 plan was successfully confirmed and consummated in the
SK Global America bankruptcy case.

Togut Segal also has extensive experience in transnational cases,
including:

    (i) Sammi Atlas, involving restructuring proceedings in Korea
        for a large Korean steel manufacturer that led to
        winding-up proceedings in Canada and, ultimately, to a
        bankruptcy case in the United States where the firm
        represented the Canadian Foreign Representative in
        commencing a Chapter 11 case in the Southern District of
        New York;

   (ii) the Olympia & York Tower B Company's World Financial
        Center, which involved the restructuring of more than
        $1 billion of debt growing out of an international
        restructuring effort; and

  (iii) Axona International, where Albert Togut, Esq., a senior
        member of Togut Segal, was the Trustee.

The Debtor believes that Togut Segal's retention will avoid
unnecessary litigation and reduce the overall expenses of
administering the bankruptcy case.

The Debtor understands that the members, counsel and associates of
Togut Segal who will be employed in the case are members in good
standing of the Bar of the State of New York and the United States
District Court for the Southern District of New York.

At times when Milbank Tweed cannot represent the Debtors,
Togut Segal will:

    (a) advise the Debtor regarding its powers and duties as
        debtor-in-possession in the continued management and
        operation of its businesses and properties;

    (b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest;

    (c) take all necessary actions to protect and preserve the
        Debtor's estate, including prosecuting actions on the
        Debtor's behalf, defending any action commenced against
        the Debtor, and representing the Debtor's interests in
        negotiations concerning litigation in which the Debtor is
        involved, including, but not limited to, objections to
        claims filed against the estate;

    (d) prepare on the Debtor's behalf motions, applications,
        answers, orders, reports, and papers necessary to the
        administration of the estate;

    (e) advise the Debtor in connection with any potential sale
        of assets;

    (f) appear before the Court and any appellate courts, and
        protect the interests of the Debtor's estate before these
        courts; and

    (g) perform other necessary legal services and provide other
        necessary legal advice to the Debtor in connection
        with the case.

Togut Segal will be paid its customary hourly rates:

        Professional                       Hourly Rates
        ------------                       ------------
        Members & Counsels                 $560 to $795
        Associates & Paraprofessionals     $115 to $540

The firm will also be reimbursed according to its customary
reimbursement policies.

Albert Togut, Esq., at Togut, Segal & Segal, LLP, assures the
Court that his firm has not represented and will not represent any
party other than the Debtor in the case or in connection with any
matters that would be adverse to the Debtor's interest.  Togut
Segal is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code, Mr. Togut asserts.

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

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

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

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEACOR 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 for the oilfield service and refining and marketing
sectors last week, the rating agency confirmed its Ba1 Corporate
Family Rating for SEACOR Holdings Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   7.2% Sr. Unsec.
   Notes Due 2009        Ba1      Ba1      LGD4       57%

   5.875% Sr. Unsec.
   Notes Due 2012        Ba1      Ba1      LGD4       57%

   Multiple Seniority
   Shelf (Senior
   Unsecured)          (P)Ba1   (P)Ba1     LGD4       57%

   Multiple Seniority
   Shelf (Subordinate) (P)Ba2   (P)Ba2     LGD6       97%

   Multiple Seniority
   Shelf (Preferred)   (P)Ba3   (P)Ba2     LGD6       97%

In addition, Moody's held its Ba1 rating on Seabulk International
Inc.'s 9.5% Senior Unsecured Guaranteed Global Notes Due 2013, and
assigned those debentures an LGD4 rating suggesting noteholders
will experience a 57% 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 Fort Lauderdale, Florida, Seacor Holdings Inc.
http://www.seacorholdings.com/-- engages in the ownership,  
operation, investing, marketing, and remarketing of equipment,
primarily in the offshore oil and gas, and marine transportation
industries worldwide.

Based in Fort Lauderdale, Florida, Seabulk International Inc. --
http://www.seabulkinternational.com/-- provides marine support  
and transportation services, primarily to the energy and chemical
industries.

In June 2006, Seabulk's and SEACOR's stockholders approved
Seabulk's merger deal with a SEACOR subsidiary.


SECUNDA INT'L: Extends $125 Million Tender Offer Until Oct. 12
--------------------------------------------------------------
Secunda International Limited disclosed that the expiration time
of its tender offer and consent solicitation for any and all of
its $125 million Senior Secured Floating Rate Notes due 2012 has
been extended to 5:00 p.m., New York City time, on Oct. 12, 2006.

The previous expiration time for the Tender Offer was
Oct. 3, 2006, at 5:00 p.m., New York City time.  The Settlement
Date for the Tender Offer is expected to be the business day
following the Expiration Time.  The Company is extending the
Tender Offer to accommodate the schedule for the Company's
financing relative to the offer.

As reported in the Troubled Company Reporter on Aug. 30, 2006, the
Company disclosed tenders and consents had been received, as of
Aug. 25, 2006, from holders of $125 million in aggregate principal
amount of the Notes, representing 100% of the outstanding Notes.

Based in Nova Scotia, Canada, Secunda International Limited
-- http://www.secunda.com/-- provides supply and support services  
to the offshore oil and gas industry internationally.  The Company
currently owns and operates a fleet of 14 harsh weather,
multifunctional marine vessels that provide supply, support and
safety services to offshore exploration, development, production
and subsea construction projects.  The Company primarily serves
the North Sea, West Africa and the Gulf of Mexico and have a
leading position in the east coast of Canada.


SECUNDA INT'L: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors last week, the rating agency held its B2 Corporate Family
Rating for Secunda International Limited, as well as its B2 rating
on the company's Senior Secured Guaranteed Floating Rate Global
Notes Due 2012.  Moody's assigned those debentures an LGD3 rating
suggesting noteholders will experience a 48% loss in the event of
default.

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

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

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

Headquartered in Dartmouth, Nova Scotia, Canada, Secunda
International Limited provides supplies and services for oil and
gas facilities off the east coast of Canada, the north and west
coasts of Africa, and in the North Sea and Gulf of Mexico.


SEITEL INC: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors last week, the rating agency held its B2 Corporate Family
Rating for Seitel Inc. as well as its B3 rating on the company's
11.75% Senior Unsecured Guaranteed Global Notes Due 2011.  Moody's
assigned those debentures an LGD4 rating with a projected loss-
given default of 59%.

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

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

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

Houston, Tex.-based Seitel Inc. -- http://www.seitel-inc.com/--
provides seismic data and related geophysical services to the oil
and gas industry in North America.  Its products and services are
used by oil and gas companies to assist in the exploration,
development, and management of oil and gas reserves.


SERACARE LIFE: Equity Panel Fails to Delay Financing Hearing  
------------------------------------------------------------
The Honorable Louise DeCarl Adler of the U.S. Bankruptcy Court for
the Southern District of California denied the motion of SeraCare
Life Sciences, Inc.'s, ad hoc equity holders panel to delay
auctions and hearings under the Debtor's proposed secured exit
financing.   

The equity panel had argued that the Debtor failed to file a final
documentation regarding the alleged "stalking horse" bid for the
financing.

As reported in the Troubled Company Reporter on Aug. 24, 2006, the
Debtor entered into a letter of intent and term sheet with a
syndicate of investors consisting of funds managed by:

   * Cohanzick Management, LLC;
   * Robeco Investment Management;
   * Fairfield Greenwich Group;
   * Foxhill Capital Partners LLC;
   * Gruber & McBain Capital Management;
   * Seven Bridges Management, L.P.; and
   * Triage Capital Management LP

The LOI contemplates that the Investor Group would fund a secured
loan to the Company in the aggregate principal amount of up to
$25 million.  The LOI also proposes to pay the lenders,
collectively known as the Allegiant Investors, a $1.25 million
breakup fee payable if Debtor accepts a proposal superior to that
contemplated by the LOI.

A full-text copy of the Letter of Intent is available for free
at http://ResearchArchives.com/t/s?1039

On Sept. 12, 2006, Judge Adler designated the Allegiant Investors
as a stalking horse bidder and approved the LOI subject to these
modifications:

    -- the proposed break up fee is withdrawn subject to a
        reservation of rights; and

    -- the proposed post petition financing will be on an
       unsecured basis with administrative priority pursuant to
       Bankruptcy Code Section 364(b).

With Judge Adler's denial of the equity panel's motion, the
auction with respect to the qualified bids for the Debtor's exit
financing will proceed at 1:00 p.m., on Oct. 16, 2006, at the
offices of Winthrop Couchot PC, located at 660 Newport Center
Drive, Fourth Floor in Newport Beach, California.

Competing bids must be received by Winthrop Couchot by 1:00 p.m.,
today, Oct. 6, 2006.

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological  
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  Garrick A. Hollander,
Esq., Paul J. Couchot, Esq., and Peter W. Lianides, Esq.,
represent the Debtor.  The Official Committee of Unsecured
Creditors selected Henry C. Kevane, Esq., and Maxim B. Litvak,
Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, as its
counsel.  When the Debtor filed for protection from its creditors,
it listed $119.2 million in assets and $33.5 million in debts.


SESI LLC: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors last week, the rating agency affirmed its Ba3 Corporate
Family Rating for SESI, L.L.C., and revised its rating on the
company's 6.875% Senior Unsecured Guaranteed Global Notes Due
2014.  The debentures were assigned an LGD4 rating suggesting
noteholders will experience a 63% loss in the event of default.

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

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

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

SESI, L.L.C., a wholly owned subsidiary of Superior Energy
Services, Inc. -- http://www.superiorenergy.com-- provides  
oilfield services and equipment focusing on serving the drilling
and production-related needs of oil and gas companies primarily in
the United States.


SHAW GROUP: Westinghouse Acquisition Cues S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and other ratings for The Shaw Group Inc. on
CreditWatch with negative implications.

"The CreditWatch placement followed followed the company's
announced agreement to take a 20% ownership interest in the $5.40
billion acquisition, led by Toshiba Corp. (BBB/Watch Neg/A-2), of
Westinghouse Electrical Company Co. from British Nuclear Fuels
Ltd.," said Standard & Poor's credit analyst Dan Picciotto.

Shaw's $1.08 billion purchase will be funded with proceeds from a
limited-recourse yen-denominated bond.  

As part of the transaction, Shaw will execute an agreement for
certain exclusive and other commercial opportunities.

Standard & Poor's will meet with Shaw management to discuss the
specifics of the acquisition and the company's business and
financial strategies.

"We could modestly downgrade the company if it appears likely or
reasonably possible that Shaw will maintain a sizable equity
interest beyond the life of the bonds, at which time the company
may be required to refinance or repay the bonds, resulting in a
financial profile inconsistent with the current ratings," Mr.
Picciotto said.


SILICON GRAPHICS: Wants LG Electronics' Claim Estimated at $0
-------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to estimate
the value of Claim No. 623 filed by LG Electronics, Inc., for
purposes of allowance and distribution under the Plan of
Reorganization at $0 or, in the alternative, cap the LGE Claim at
an amount to be determined after hearing.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges LLP, in New
York, recounts that the Debtors corresponded and met with LGE
representatives between 2000 and 2004, during which time LGE
provided nonspecific "claim charts."

Mr. Strochak notes that although the claim charts purport to
explain how the Debtors' products infringe each of the asserted
LGE patents, a closer inspection reveals that none of the claim
charts are tied to actual, specific components found in the
Debtors' products.  Rather, they simply restate the claim elements
as broad conclusions without any reference to evidentiary support,
Mr. Strochak asserts.

The Debtors attempted to resolve the dispute by negotiating for
the purchase of a license for the LGE patents.  However, LGE
failed to offer a license on terms acceptable to the Debtors and
the negotiations ceased.

LGE pursued litigation against other computer manufacturers in a
series of lawsuits pending in the United States District Court for
the Northern District of California, losing the cases on summary
judgment and then appealing to the United States Court of Appeals
for the Federal Circuit.  The Federal Circuit found triable issues
of fact that precluded summary judgment and sent the cases back to
the District Court for further proceedings.

In August 2006, LGE sought relief from the automatic stay to
commence a lawsuit against the Debtors in an unspecified district
court.  LGE also filed Claim No. 623 against the Debtors asserting
an unsecured, non-priority, contingent, and unliquidated claim of
at least $75,000,000 alleging infringement of LGE's patents.  LGE
simultaneously filed identical proofs of claim against each of the
Debtors.

The Debtors objected to the LGE Claim.  By stipulation dated
September 8, 2006, LGE withdrew its lift stay request and all of
the duplicate proofs of claim.

Mr. Strochak points out that adjudication of the LGE Claim to
final judgment will require months or even years of litigation and
would unduly delay distributions under the Plan.

Pursuant to the Plan, each holder of allowed general unsecured
claim against Silicon Graphics Class 6 will receive its pro rata
share of $9,000,000, with distributions commencing 45 days after
service of notice of entry of the order confirming the Plan.

According to Mr. Strochak, the LGE Claim should be estimated at
$0 because LGE makes no credible factual allegation and provides
no supporting detail that any of the Debtors' products infringes
on any LGE Patent.  It can be presumed that LGE has nothing more
to offer than the infringement "analysis" it previously provided
the Debtors during licensing negotiations, adds Mr. Strochak.

Mr. Strochak further notes that the Debtors will demonstrate at
the estimation hearing that an appropriate royalty is one
commensurate with the contribution the LGE Patents make to the
overall Debtors' product, if any, and that the maximum royalty LGE
could ever achieve on the LGE Claim is but a tiny fraction of the
more than $75,000,000 claimed.

The Official Committee of Unsecured Creditors supports the
Debtors' request.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  Judge Lifland confirms the Debtors' Plan
of Reorganization on Sept. 19, 2006.  When the Debtors filed for
protection from their creditors, they listed total assets of
$369,416,815 and total debts of $664,268,602.  (Silicon Graphics
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SILICON GRAPHICS: Wants to Assume Solectron Contract
----------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to assume a Contract with Solectron Corporation.

The Debtors and Solectron are parties to a contract manufacturing
long-term business agreement originally dated as of May 2, 1999.

Pursuant to the Contract, Solectron provides manufacturing
services to the Debtors and the Debtors provide materials to
Solectron to be utilized in connection with the manufacturing.

A full-text copy of the Assumption Termsheet is available for free
at http://researcharchives.com/t/s?12fc

According to Gary T. Holtzer, Esq., at Weil, Gotshal, & Manges
LLP, in New York, Solectron is currently the Debtors' only
supplier of printed circuit board assemblies -- PCBAs -- used in
their computer systems.  The Debtors purchase around $10,000,000
to $15,000,000 of PCBAs from Solectron every quarter.

After the Petition Date, various disputes arose between the
parties regarding Solectron's continued performance under the
Contract; scope of work contemplated by the Contract; payment
terms; and procurement of materials under the Contract.

In May 2006, the Debtors sought, among other things, Solectron's
continued performance under the Contract.  The parties reached an
agreement with respect to their performance under the Contract
prior to the hearing on the Debtors' request.  The parties have,
since then, negotiated on several occasions to facilitate a
healthier relationship.

Hence, after extensive arm's-length negotiations, the Debtors and
Solectron entered into the Assumption Termsheet, which among other
things:

    (i) resolves the disputes between them;

   (ii) provides for Solectron's continued performance under the
        Contract;

  (iii) provides for the Contract's modification and assumption
        pursuant to Section 365 of the Bankruptcy Code;

   (iv) provides for the cure of defaults under the Contract for
        $9,260,243 and fixes Solectron's prepetition, general
        unsecured claims at $3,014,987; and

    (v) releases all other claims between the parties relating to
        the Contract through the effective date of the Debtors'
        Plan of Reorganization.

Mr. Holtzer tells the Court that without assurance that Solectron
will continue to deliver PCBAs through and after emergence from
Chapter 11, the Debtors' timely delivery of finished products to
customers and their ability to launch new products -- a key part
of the Debtors' reorganization strategy -- could be jeopardized.

The payment terms pursuant to the Assumption Termsheet will
preserve the Debtors' resources and improve their reorganization
prospects, Mr. Holtzer notes.

Mr. Holtzer assures the Court that the Debtors have satisfied
Section 365 (b) of the Bankruptcy Code as there are no defaults
under the Contract that cannot be cured by the payment of cure
amounts.  In addition, Solectron has agreed that no adequate
assurance of future performance is required in connection with the
assumption of the Contract.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  Judge Lifland confirms the Debtors' Plan
of Reorganization on Sept. 19, 2006.  When the Debtors filed for
protection from their creditors, they listed total assets of
$369,416,815 and total debts of $664,268,602.  (Silicon Graphics
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SPEAKING ROSES: June 30 Stockholders' Deficit Widens to $3.8 Mil.
-----------------------------------------------------------------
At June 30, 2006, Speaking Roses International, Inc.'s balance
sheet reported a $3,830,034 total stockholders' deficit resulting
from total assets of $1,283,764 and total liabilities of
$5,113,798.  The company's stockholders' deficit at Dec. 31, 2005
stood at $1,827,980.

The company's balance sheet at June 30, 2006, also reported
negative working capital with $447,244 in total current assets and
$4,610,398 in total current liabilities.  

For the three months ended June 30, 2006, the company's net loss
increased to $2,084,650 from a net loss of $1,384,144 for the
three months ended June 30, 2005.

Net sales for the current quarter also increased to $407,942 from
a $367,791 net sales for the same period last year.

Full-text copies of the company's financial statements for the
quarter ended June 30, 2006, are available for free at
http://researcharchives.com/t/s?12fd

Salt Lake City, UT-based Speaking Roses International, Inc.
(OTCBB: SRII) -- http://www.speakingroses.com/--  engages in  
marketing, distribution, retailing, and franchising floral and
ancillary products, primarily roses.  The company also sells
embossed flowers and bouquets through its patented embossing
technology.


SPECIALTYCHEM PRODUCTS: Wants to Assume & Assign Lease Agreements
-----------------------------------------------------------------
SpecialtyChem Products Corporation and ChemDesign Corporation ask
the U.S. Bankruptcy Court for the Eastern District of Wisconsin
for permission to assume and assign 13 nonresidential lease
agreements.

Christopher Stroebel, Esq., at Godfrey & Kahn, S.C., tells the
Court that the assumption request is made in conjunction with the
going-concern sale of the Debtors' operations in Marinette,
Wisconsin.

Mr. Stroebel relates that in the Debtors' business judgment, the
assumption and assignment of the Agreements is in the best
interest of their estates and their creditors.  The nonresidential
real property lease with Ansul, Inc., is essential to the Debtors'
value as a going concern.  Without its leasehold, the Debtors
cannot continue production.  The toll manufacturing agreements
accounts for a substantial part of the Debtors' business and are
critical to the Debtors' business operations.  In addition, the
toll contracts are with customers and the Debtors therefore has no
payment owed to cure.  The railcar tanker leases are necessary for
the shipment of products and waste; the cost of rejecting these
arrangements, in terms of transaction cost of curing the defaults
under these contracts.

A full-text copy of the Agreements to be Assumed and Assigned is
available for free at http://ResearchArchives.com/t/s?12e0

                   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.


STEWART & STEVENSON: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors last week, the rating agency affirmed its B2 Corporate
Family Rating for Stewart & Stevenson LLC.

Moody's also affirmed its B3 rating on the company's 10% Senior
Unsecured Global Notes Due 2014, and assigned those debentures an
LGD5 rating suggesting a projected loss-given default of 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%).   

Headquartered in Houston, Texas, Stewart & Stevenson LLC
-- http://www.ssss.com/-- provides capital and rental equipment  
and aftermarket parts and services that supports the specific
requirements of global clients within the oil and gas industry.


SURETY CAPITAL: Posts $167,000 Net Loss in Second Quarter of 2006
-----------------------------------------------------------------
Surety Capital Corp. filed its financial statements for the second
quarter ended June 30, 2006, with the Securities and Exchange
Commission on Sept. 25, 2006.

For the three months ended June 30, 2006, the Company reported a
$167,000 net loss compared with a $480,000 net loss for the three
months ended June 30, 2005.

There was no loan loss provision for the three months ended
June 30, 2006, as contrasted with a provision for loan losses of
$75,000 for the corresponding period in 2005.

The three months ended June 30, 2006, included a gain on the sale
of other real estate owned of $17,000 versus a $123,000 gain for
the 2005 period.

The three months ended June 30, 2006, included a gain of $323,000
from the sale of the Insurance Premium Finance (IPF) division as
contrasted with no comparable transactions in 2005.

Non-interest expense declined $297,000 from 2005 to 2006 as a
result of a $135,000 decrease in salaries and employee benefits, a
$64,000 decrease in professional fees, a $31,000 decrease in
insurance expense, and a general decrease in other expenses
resulting from the sale of the Whitesboro branch and the IPF
Division.

At June 30, 2006, the Company's balance sheet showed $32,252,000
in total assets, $30,586,000 in total liabilities, and $1,666,000
in total shareholders' equity.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?12ec

                        Going Concern Doubt

In the Company's latest Form 10KSB filed with the SEC for the year
ended Dec. 31, 2002, Weaver and Tidwell, L.L.P., in Fort Worth,
Texas, raised substantial doubt about the Company's ability to
continue as a going concern.

The auditor cited that the Company is operating under both a
Determination Letter with the Texas Department of Banking and a
Written Agreement with the Board of Governors of the Federal
Reserve Bank of Dallas, and, prior to Sept. 1, 2005, operated
under a Consent Order with the Office of the Comptroller of the
Currency.

The appropriateness of using the going concern basis is dependent
upon the Company's ability to improve profitability through
increasing marketing efforts, introducing new deposit products,
emphasizing loan growth and reducing non-interest expense.  

In addition, the Company must meet the requirements of the
Determination Letter and the Written Agreement.

                    About Surety Capital Corp.

Surety Capital Corporation is the holding company of its wholly-
owned subsidiary, Surety Bank.  The Bank has full service offices
in Converse, Fort Worth, New Braunfels, San Antonio, Schertz,
Universal City, and Whitesboro, Texas.


TENET HEALTHCARE: S&P Rates $800 Million Credit Facility at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Tenet Healthcare Corp.'s $800 million senior secured
revolving credit facility due 2011.  The revolver is rated 'BB-'
(two notches higher than the 'B' corporate credit rating on Tenet)
with a recovery rating of '1', indicating the expectation for full
recovery of principal in the event of a payment default.

The corporate credit rating on Tenet is B/Stable/B-3.  The 'B'
rating reflects the company's weak operating performance, cash
flow, and financial profile over the past several years.

These factors override the still reasonably large size and scale
of the company's hospital facility base, which is much smaller
than it was several years ago due to significant downsizing
efforts.

Ratings List:

  Tenet Healthcare Corp.:

    * Corporate credit rating: B/Stable/B-3


New Ratings:

  Tenet Healthcare Corp.

    * $800 mil. secured revolver: BB- (Recovery Rating: 1)


TESORO CORPORATION: 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 oilfield service and refining and marketing
sectors last week, the rating agency confirmed its Ba1 Corporate
Family Rating for Tesoro Corporation.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Gtd.
   Revolving Credit
   Facility 2008         Baa3     Baa1     LGD2       10%

   6.25% Sr. Unsec.
   Gtd. Global Notes
   Due 2012              Ba1      Ba1      LGD4       57%

   6.625% Sr. Unsec.
   Gtd. Global Notes
   Due 2015              Ba1      Ba1      LGD4       57%

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 San Antonio, Texas, Tesoro Corporation
http://www.tesoropetroleum.com/-- and its subsidiaries engage in  
refining and marketing petroleum products in the United States.


THOMPSON & WALTERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Thompson & Walters Nursery LLC
        29525 Northwest Chalmers Lane
        Cornelius, OR 97113
        Tel: (503) 357-4666

Bankruptcy Case No.: 06-33096

Type of Business: The Debtor wholesales & retails nursery stock.

Chapter 11 Petition Date: October 5, 2006

Court: District of Oregon (Portland)

Judge: Elizabeth L. Perris

Debtor's Counsel: Jeanette L. Thomas, Esq.
                  Perkins Cole LLP
                  1120 Northwest Couch Street, 10th Floor
                  Portland, OR 97209-4128
                  Tel: (503) 727-2000
                  Fax: (503) 727-2222

Total Assets: $24,538,461

Total Debts:  $27,187,244

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


TITAN FINANCIAL: U.S. Trustee Adds Two Creditors to Official Panel
------------------------------------------------------------------
The U.S. Trustee for Region 21 added two creditors to the Official
Committee of Unsecured Creditors in Titan Financial Group II, LLC,
and its debtor-affiliates chapter 11 cases:

The Committee is now composed of:

    1. Brad Bylenga
       9 Longview Terrace
       Greenville, SC 29605
       Tel: (864) 423-0586
       Fax: (864) 672-2787

    2. Life of the South Corporation
       100 West Bay Street
       Jacksonville, FL 32202
       Attn.: W. Dale Bullard, Exec. V. P.
       Tel: (904) 350-9660
       Fax: (904) 354-4525

    3. Lyndon Financial Corporation
       14755 North Outer Forty Drive, Suite 400
       St. Louis, MO 63017
       Attn.: Gregg O. Cariolano, CFO
       Tel: (636) 536-5689
       Fax: (636) 536-5605

    4. Estate of Roy Merritt, Deceased
       c/o James E. Friese, Esq.
       201 Blakely Street
       Cuthbert, GA 39840
       Tel: (404) 841-0896
       Fax: (678) 658-1954

    5. Kenneth E. Hoerr
       9619 North Route 91
       Peoria, IL 61615
       Tel: (309) 243-7750
       Fax: (309) 243-1978

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

Headquartered in Atlanta, Georgia, Titan Financial Group II,
LLC, provides standard installment loans and serves approximately
80,000 customers through its 125 retail branches across Georgia,
South Carolina and Texas.  The Company and 11 of its affiliates
filed for chapter 11 protection on Sept. 3, 2006 (Bankr. N.D. Ga.
Case No. 06-70852).  Amy Edgy Ferber, Esq., Paul K. Ferdinands,
Esq., and Sarah R. Borders, Esq., at King & Spalding, LLP,
represent the Debtors.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between
$10 million to $50 million.


TITAN FINANCIAL: Committee Hires Kilpatrick Stockton as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Titan
Financial Group II, LLC, and its debtor-affiliates' chapter 11
cases obtained permission from the U.S. Bankruptcy Court for the
Northern District of Georgia to retain Kilpatrick Stockton LLP as
its bankruptcy counsel.

Kilpatrick Stockton is expected to:

    a. advise the Committee with respect to its organization,
       duties and powers in the Debtors' chapter 11 cases;

    b. assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of the
       Debtors, the operation of the Debtors' business and the
       desirability of continuing the same, the potential sale of
       the Debtors' assets, and any other matter relevant to these
       cases or the formulation and analysis of any plan of
       reorganization;

    c. attend meetings of the Committee and meetings with the
       Debtors, their attorneys and other professionals, as
       requested;

    d. represent the Committee in hearings before the Court;

    e. assist and advise the Committee with respect to its
       communications with the constituency represented by the
       Committee;

    f. review and analyze all motions, applications, proposed
       orders, statements, reports and schedules filed with the
       Court and advise the Committee with respect to the same;
       and

    g. provide other and further legal assistance as the Committee
       may deem necessary and as appropriate.

Todd C. Meyers, Esq., a partner at Kilpatrick Stockton, tells the
Court that the firm's billing rates are:

       Professional               Hourly Rate
       ------------               -----------
       Partners                   $375 - $595
       Counsel                    $335 - $355
       Associates                 $195 - $295
       Paralegals                 $145 - $190

To the best of the Committee's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Meyers can be reached at:

         Todd C. Meyers, Esq.
         Kilpatrick Stockton LLP
         Suite 2800, 1100 Peachtree Street
         Atlanta, GA 30309-4530
         Tel: (404) 815-6500
         Fax: (404) 815-6555
         http://www.kilpatrickstockton.com/

Headquartered in Atlanta, Georgia, Titan Financial Group II,
LLC, provides standard installment loans and serves approximately
80,000 customers through its 125 retail branches across Georgia,
South Carolina and Texas.  The Company and 11 of its affiliates
filed for chapter 11 protection on Sept. 3, 2006 (Bankr. N.D. Ga.
Case No. 06-70852).  Amy Edgy Ferber, Esq., Paul K. Ferdinands,
Esq., and Sarah R. Borders, Esq., at King & Spalding, LLP,
represent the Debtors.  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. 1, 2007.


TROPICAL SPORTSWEAR: Liquidating Trustee Issues Final Distribution
------------------------------------------------------------------
The Liquidating Trustee for the TSLC I, Inc. Creditors'
Liquidation Trust made a second and final distribution to
creditors in the amount of $14,445,765.77 on Sept. 29, 2006.

The TSLC I, Inc. Creditors' Liquidation Trust is the liquidating
trust created pursuant to the confirmed chapter 11 plan of
liquidation of TSLC I, Inc., successor to Tropical Sportswear
International, Inc., and its debtor-affiliates, to liquidate the
Debtors' remaining assets.

Because the Debtors' plan of liquidation has now been
substantially consummated, the Liquidating Trustee asks the U.S.
Bankruptcy Court for the Middle District of Florida to enter a
final decree closing the Debtors' chapter 11 cases.

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.
-- http://www.savane.com/-- manufactured and marketed casual  
pants, shorts, denim jeans and shirts for men, women and boys.
The Company and its debtor-affiliates filed for chapter 11
protection on Dec. 16, 2004 (Bankr. M.D. Fla. Case No. 04-24134).  
David E. Bane, Esq., and Denise D. Dell-Powell, Esq., at Akerman
Senterfitt, represented the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $247,129,867 and total debts of
$142,082,756.  On February 26, 2005, the Company sold
substantially all of its assets to Perry Ellis International as
part of liquidating in the bankruptcy case.  The Court confirmed
the Debtors' plan on May 24, 2006.


UNITED REFINING: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors last week, the rating agency held its B3 Corporate Family
Rating for United Refining Company, and revised its rating on the
company's 10.5% Senior Unsecured Guaranteed Global Notes Due 2012.
Moody's assigned the debentures an LGD4 rating suggesting
noteholders will experience a 61% loss in the event of default.

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

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

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

Based in Warren, Pennsylvania, United Refining Company refines and
markets petroleum products in the northeastern United States.


UNIVERSAL COMPRESSION: 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 oilfield service and refining and marketing
sectors last week, the rating agency confirmed its Ba2 Corporate
Family Rating for Universal Compression Inc.

In addition, Moody's revised its probability-of-default ratings
and assigned loss-given-default ratings on these debentures:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Gtd.
   Term Loan
   Due 2012              Ba2      Ba1      LGD3       36%

   Sr. Sec. Gtd.
   Revolving Credit
   Facility Due 2010     Ba2      Ba1      LGD3       36%

   7.25% Sr. Unsec.
   Global Notes
   Due 2010              Ba3      B1       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%).  

Headquartered in Houston, Texas, Universal Compression, Inc. --
http://www.universalcompression.com/-- provides natural gas  
compression equipment and services, primarily to the energy
industry in the United States, as well as in Canada, Venezuela,
Argentina, Columbia, and Australia.


VALCOM INC: Posts $1.3 Mil. Net Loss in Third Qtr. Ended June 30
----------------------------------------------------------------
ValCom, Inc., has filed financial statements for the third fiscal
quarter ended June 30, 2006, with the Securities and Exchange
Commission.

For the three months ended June 30, 2006, the Company reported a
$1,320,972 net loss on $631,999 of total revenues, compared with a
$180,322 net loss on $273,705 of total revenues for the same
period in 2005.

At June 30, 2006, the Company's balance sheet showed $2,139,073 in
total assets and $3,200,609 in total current liabilities,
resulting in a $1,061,536 stockholders' deficit.

Full-text copies of the Company's third fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?12fe

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 25, 2006,
Armando C. Ibarra, CPAs, expressed substantial doubt about ValCom,
Inc.'s ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended Sept.
30, 2005, and 2004.  The auditing firm pointed to the Company's
recurring losses from operations

                           About ValCom

Headquartered in Las Vegas, Nevada, ValCom, Inc. --
http://www.valcom.tv/-- is a diversified and vertically  
integrated, independent entertainment company.  ValCom, Inc.,
through its operating divisions and subsidiaries creates and
operates full service facilities that accommodate film,
television, and commercial productions with its five divisions
that are comprised of studio, film, television, camera and
equipment rentals, and broadcast television.  As of Sept. 30,
2005, ValCom had four subsidiaries: Valencia Entertainment
International, LLC; Half Day Video, Inc.; ValCom Studios, Inc. and
ValCom Broadcasting, LLC.


VERITAS DGC: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors last week, the rating agency confirmed its Ba3 Corporate
Family Rating for Veritas DGC.

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

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

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

Houston, TX-based Veritas DGC Inc. -- http://www.veritasdgc.com/
-- provides geophysical information and services for the national
and independent oil and gas companies worldwide.


VISTEON CAPITAL: Production Cuts Prompt Moody's Rating Review
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Visteon
Corporation under review for possible downgrade.  The action
reflects concern on the extent which lower North American
production volumes from Visteon's largest customer, Ford Motor
Company, may have on the company's performance and capital
requirements in 2007 and afterwards.  Moody's also affirmed
Visteon's Speculative Grade Liquidity rating at SGL-3,
representing adequate liquidity over the coming year.

Ratings under review:

   * Visteon Corporation

     -- Corporate Family rating, B2

     -- Probability of default ratings, B2

     -- Senior Secured Bank term loan, Ba2, LGD2, 22%

     -- Senior Unsecured Notes, Caa1, LGD6, 91%

     -- Shelf filings for unsecured, subordinated, and preferred;
       (P)Caa1, LGD6, 91%; (P)Caa1, LGD6, 97%; and (P)Caa1, LGD6,   
       97% respectively

   * Visteon Capital

     -- Trust preferred shelf, (P)Caa1, LGD6, 97%

Ratings affirmed:

     -- Speculative Grade Liquidity, SGL-3

The last rating action was on September 22, 2006 when ratings were
revised upon the implementation of Moody's Loss Given Default
methodology.

Ford's announced production cutbacks in North America for the
fourth quarter are approximately 21%.  In response, Visteon has
taken some initial actions to address those lower volumes and mix
changes.  In September, Ford announced the broad terms of its
accelerated Way Forward program.  This will involve many steps;
among which will be closure of certain plants to reduce its North
American capacity.  

Moody's concern focuses on what the impact which potentially lower
Ford volumes in 2007 and beyond may have on Visteon's financial
performance, and any accelerated or additional restructuring,
which may be required in response to Ford's September
announcements beyond those identified at the time of the 2005
Automotive Component Holdings agreement.  While Ford North America
is a smaller percentage of Visteon's revenues than prior to the
2005 ACH transaction, and was always planned to become a smaller
portion, the slope of that descent may have steepened.  Given the
level of fixed costs incumbent in the industry and a supplier's
sensitivity to changes in through-put, expectations on Visteon's
prospective performance and capital requirements need to be
reassessed.

In affirming the SGL-3 Speculative Grade Liquidity rating, Moody's
noted that Visteon retains approximately $836 million of balance
sheet cash and $553 million of combined unused availability under
its domestic revolving credit facility and European securitization
program (pro forma for $97 million of letter of credit issuance
and initial borrowings of $25 million under the domestic facility
announced in August), which will provide some degree of
flexibility over the coming year.

Moreover, Visteon has access to a Ford funded escrow account to
cover the bulk of restructuring actions flowing from the ACH
agreement.  In addition, Ford has agreed to share on a 50-50 basis
with Visteon the costs of certain restructuring actions.

Consequently, the review will analyze the net effect of any Ford
volume and mix assumptions and incremental Visteon management
plans, if any, to accelerate or supplement the company's existing
restructuring plans in response to changes in Ford assumptions.
The review will also concentrate on the effect those changes may
have on Visteon's earnings, cash flows, related coverage ratios
and liquidity profile.

Visteon Corporation, headquartered in Van Buren Township, MI, is a
global automotive supplier that designs, engineers and
manufactures climate control, interior, electronic and lighting
products for vehicle manufacturers and provides a range of
products and services to aftermarket customers. The company has
more than 170 facilities in 24 countries and employs 49,000
people.


WAMU MORTGAGE: Moody's Rates Class L-B-12 Certificates at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by WaMu Mortgage Pass-Through Certificates
Series 2006-AR11 Trust, and ratings ranging from Aa1 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by option arm loans originated by
Washington Mutual Bank.  The ratings are based primarily on the
credit quality of the loans and on the protection from
subordination.  Moody's expects collateral losses to range from
0.70% to 0.80%.

Washington Mutual Bank will service the loans, and Washington
Mutual Mortgage Securities Corp. will act as master servicer.

These are Moody's rating actions:

   * Issuer: WaMu Mortgage Pass-Through Certificates Series 2006-
     AR11 Trust

   * Securities: WaMu Mortgage Pass-Through Certificates, Series
     2006-AR11

                  Cl. 1A,     Assigned Aaa
                  Cl. 2A,     Assigned Aaa
                  Cl. 2A-1B,  Assigned Aaa
                  Cl. 3A-1A,  Assigned Aaa
                  Cl. 3A-1B,  Assigned Aaa
                  Cl. 3A-1C,  Assigned Aaa
                  Cl. CA-1B1, Assigned Aaa
                  Cl. CA-1B2, Assigned Aaa
                  Cl. CA-1B3, Assigned Aaa
                  Cl. CA-1B4, Assigned Aaa
                  Cl. 1X-PPP, Assigned Aaa
                  Cl. 2X-PPP, Assigned Aaa
                  Cl. 3X-PPP, Assigned Aaa
                  Cl. L-B-1,  Assigned Aa1
                  Cl. L-B-2,  Assigned Aa1
                  Cl. L-B-3,  Assigned Aa2
                  Cl. L-B-4,  Assigned Aa2
                  Cl. L-B-5,  Assigned Aa3
                  Cl. L-B-6,  Assigned A1
                  Cl. L-B-7,  Assigned A2
                  Cl. L-B-8,  Assigned A3
                  Cl. L-B-9,  Assigned Baa1
                  Cl. L-B-10, Assigned Baa2
                  Cl. L-B-11, Assigned Baa3
                  Cl. L-B-12, Assigned Ba2
                  Cl. 3-B-1,  Assigned Aa1
                  Cl. 3-B-2,  Assigned Aa1
                  Cl. 3-B-3,  Assigned Aa1
                  Cl. 3-B-4,  Assigned Aa2
                  Cl. 3-B-5,  Assigned Aa3
                  Cl. 3-B-6,  Assigned Aa3
                  Cl. 3-B-7,  Assigned A1
                  Cl. 3-B-8,  Assigned A2
                  Cl. 3-B-9,  Assigned A3
                  Cl. 3-B-10, Assigned Baa1
                  Cl. 3-B-11, Assigned Baa3
                  Cl. 3-B-12, Assigned Ba1
                  Cl. R,      Assigned Aaa

The Class L-B-12 and Class 3-B-12 certificates were sold in
privately negotiated transactions without registration under the
Securities Act of 1933under circumstances reasonably designed to
preclude a distribution thereof in violation of the Act.  The
issuance has been designed to permit resale under Rule 144A.


WASHINGTON MUTUAL: Moody's Assigns B2 Rating to Cl. B-2 Notes
-------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Washington Mutual Asset-Backed
Certificates, WMABS Series 2006-HE3 Trust, and ratings ranging
from Aa1 to Ba2 to the subordinate certificates in the deal.

The securitization is backed by Encore Credit Corp., Lenders
Direct Capital Corporation and other originators' originated
adjustable-rate and fixed-rate subprime mortgage loans.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, overcollateralization,
excess spread and an interest rate swap agreement provided by
Wachovia Bank, N.A. Moody's expects collateral losses to range
from 5.10% to 5.60%.

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

These are Moody's complete rating actions:

   * Washington Mutual Asset-Backed Certificates, WMABS Series
     2006-HE3 Trust

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

The Class B-1 and B-2 certificates were sold in privately
negotiated transactions without registration under the Securities
Act of 1933 under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.  The issuance has
been designed to permit resale under Rule 144A.


WINN-DIXIE: Discloses Members of New Board of Directors
-------------------------------------------------------
Winn-Dixie Stores, Inc., disclosed on Oct. 4, 2006, that nine
individuals have been designated to serve on a newly constituted
Board of Directors when the company emerges from bankruptcy.  
These designees include Winn-Dixie President and Chief Executive
Officer Peter Lynch, who is expected to serve as chairman of the
new Board.

                    Confirmation Hearing

The U.S. Bankruptcy Court for the Middle District of Florida
scheduled a hearing on Oct. 13, 2006, to consider approval of
Winn-Dixie's Plan of Reorganization.

If the Plan of Reorganization is confirmed by the Court, Winn-
Dixie expects to emerge from Chapter 11 protection later this year
with sufficient financing and liquidity to make significant
investments in its current store base, to develop new stores, and
to take other actions to position the business to compete
effectively in its markets over the next several years.  The
company also expects to emerge with only a minimal amount of long-
term debt on its balance sheet.

In preparation for the upcoming confirmation hearing before the
Honorable Jerry A. Funk, Winn-Dixie filed a number of supplemental
documents required by its Plan of Reorganization on Oct. 4, 2006,
which includes:

    * a list of the proposed members of Winn-Dixie's new Board of
      Directors,

    * a copy of the final commitment letter for $725 million in
      exit financing,

    * proposed draft forms for Winn- Dixie's new charter and
      bylaws,

    * a stock registration rights agreement,

    * a new equity incentive plan to be provided to key
      associates, and

    * protocols for the settlement of certain claims.

                   Proposed Board of Directors

If the Plan of Reorganization is confirmed by the Court, a new
Board of Directors will take office on the effective date of the
Plan.  The company and the creditors committee have designated
these eight people to join Mr. Lynch on the new Board, subject to
approval of the Bankruptcy Court:

    - Ronald E. Elmquist, President and CEO of Qualserve
      Corporation since 2005 and a director of Radio Shack
      Corporation.  Mr. Elmquist was formerly President and CEO of
      Submitorder, Inc.; Chairman, President and CEO of Keystone
      Automotive Operations, Inc.; President of Global Food
      Services and Corporate Vice President at Campbell Soup
      Company, Inc.; and Chairman, President and CEO of W.S.
      Holdings Corporation and White Swan, Inc.  He has also held
      senior positions at Fleming Companies, Inc., PYA Monarch,
      Inc., and Sysco Corporation.

    - Evelyn V. Follit, Senior Vice President, Chief
      Organizational Enabling Services Officer and Chief
      Information Officer at Radio Shack from 1997 to 2005.  
      Ms. Follit is currently a director at Catalina Marketing
      Corporation and GetConnected, Inc.  She has previously held
      senior positions at A.C. Nielsen Corporation, D&B
      Corporation, ITT Industries and IBM Corporation.

    - Charles P. Garcia, President of the Sterling Hispanic
      Capital Markets Group at vFinance, Inc. Mr. Garcia was
      founder, CEO and Chairman of Sterling Financial Investment
      Group, Inc.  A graduate of the U.S. Air Force Academy and
      former intelligence officer for the U.S. Department of
      State, he served as a White House Fellow in 1988.  Mr.
      Garcia is a director of several not-for-profit
      organizations, including the U.S. Air Force Academy, the
      American Bar Association, and Read On! Foundation.

    - Jeffrey C. Girard, Vice Chairman, Finance and Administration
      at ShopKo Stores, Inc. from 2002 to 2004.  Earlier in his
      career he served in senior management roles at Supervalu,
      Inc., Supermarkets General Corporation, Pathmark Stores,
      Inc., and Standard Brands, Inc.

    - Yvonne R. Jackson, Founder and President of BeecherJackson.  
      Ms. Jackson has served as Senior Vice President, Human
      Resources for Pfizer, Inc., Compaq Computer Corporation, and
      Burger King Corporation.  From 1979 to 1993 she served in a
      number of human resources positions at Avon Products, Inc.,
      including Vice President, Human Resources for the U.S.
      division.  She began her career as a personnel manager at
      Sears, Roebuck & Co.

    - Gregory P. Josefowicz, former Chairman, President and CEO of
      Borders Group, Inc. and a director of PetSmart, Inc. and
      Ryerson, Inc.  Mr. Josefowicz joined Borders as President
      and CEO in 1999 after having served as President of the
      Midwest Region of Albertson's, Inc.  He also held several
      senior positions at Jewel Food Stores and has served as a
      director of Spartan Stores, Inc.

    - Terry Peets, senior advisor to J.P. Morgan Partners and a
      director of Berry Plastics, Inc., Pinnacle Foods Group,
      Inc., Ruiz Foods, Inc., and WKI Holding Company, Inc.  Mr.
      Peets has served as Chairman of Bruno's Supermarkets, Inc.;
      President, CEO and a director of Pia Merchandising Company,
      Inc.; Executive Vice President of Vons Companies, Inc.; and
      Executive Vice President of Ralph's Grocery Company.

    - Richard E. Rivera, President and CEO of Rubicon Enterprises,
      LLC and a director of the National Restaurant Association.  
      Mr. Rivera has served as Vice Chairman, President and Chief
      Operating Officer at Darden Restaurants, Inc. and as
      President of Darden's Red Lobster chain.  He has also served
      as President and CEO of Chart House Enterprises, Inc., RARE
      Hospitality International, Inc., and TGI Friday's, Inc. (a
      division of Carlson Companies, Inc.).  He has also held
      senior positions at W.R. Grace & Company (President of Del
      Taco Corporation); Annheuser-Busch Companies, Inc.
      (President of El Chico Corporation); and Grand Metropolitan
      plc (Steak & Ale Restaurants of America).

Mr. Lynch said, "I believe this will be an outstanding board.  The
members are a diverse group, with considerable experience and
expertise ranging from the food and supermarket industry to human
resources to information technology.  Their collective knowledge,
judgment and support will be a tremendous asset for our management
team as we continue to pursue opportunities to strengthen and grow
our business."

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.  The Court approved the Debtors'
Disclosure Statement on Aug. 4, 2006.


WINN-DIXIE: Wants to Disallow & Reduce Claims for Voting Purposes
-----------------------------------------------------------------
Pursuant to Rule 3018 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:

    -- disallow George C. Walker, Jr.'s Claim No. 454, and
       WD Rocky Mount Va Partners LLC's Claim No. 8367;

    -- reduce Fred D. Bentley, Sr.'s Claim No. 12432 to $306,516
       and Day Properties LLC's Claim No. 11905 to $216,890;

    -- temporarily reduce for voting purposes James and Carolyn
       Sell's Claim No. 12786 to $1,042,851; and

    -- direct Logan and Company, Inc., voting agent in their
       Chapter 11 cases, not to count the ballots cast by Mr.
       Walker or Rocky Mount and to count the ballots case by Mr.
       and Mrs. Sell, Mr. Bentley, and Day Properties only in the
       reduced amount.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, relates that the Walker Claim, asserting $519,219, is
for the alleged rejection damages arising under the lease for
Store No. 988.  The same liability has been asserted by
Mr. Walker's mortgage lender on the lease premises, Jefferson
Pilot Life Insurance Co., by its Claim No. 8574.  

The Debtors understand that claim rights are held by Jefferson
Pilot, thus they sent the mortgage company a ballot to vote Claim
No. 8574 for $382,220.  Mr. Baker contends that only one claim
should be allowed for Store No. 988 and only one ballot should be
counted.

The Rocky Mount Claim, asserting $606,626, is for alleged
rejection damages arising under the lease for the Debtors' Store
No. 983.  Merrill Lynch has asserted the same liability in Claim
No. 13298 and has received a ballot to vote the claim for
$717,829.  The Debtors reiterate that only one claim should be
allowed for Store No. 983 and only one ballot should be counted.

The Bentley and Day Properties Claims are for rejection damages
as well, but neither claimant applied the damage cap required by
Section 502(b)(6) of the Bankruptcy Code.  According to the
Debtors, the Bentley Claim asserting $1,591,693 should be reduced
to $306,516 while the Day Properties claim asserting $1,028,639
should be reduced to $216,890.

By their Sept. 12, 2006, Objection, the Debtors asked the
Court to reduce the Sells' claim from $6,480,175 to $1,042,851.  
Mr. Baker says that the amount in which the Sells should be
permitted to vote should be similarly reduced to $1,042,851.

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: Several Parties Object to Plan Confirmation
-------------------------------------------------------
Several parties-in-interest filed objections to confirmation of
Winn-Dixie Stores, Inc., and its debtor-affiliates' Plan of
Reorganization with the U.S. Bankruptcy Court for the Middle
District of Florida.

These parties are:

   1. CVS EGL Overseas Marathon FL LLC;
   2. Hamilton County, Tennessee;
   3. Two Landlords; and
   4. Six Stockholders.

                 CVS EGL Overseas Marathon FL LLC

CVS EGL Overseas Marathon FL LLC is a tenant of Winn-Dixie
Stores, Inc., pursuant to a written lease dated Sept. 25, 1972,
for a real property located in Marathon, Florida.  As of
Sept. 22, 2006, the Debtors have neither assumed nor rejected
the CVS Lease.

Peter E. Nicandri, Esq., at Milam Howard Nicandri Dees & Gillam
P.A., in Jacksonville, Florida, relates that although the
Debtors' counsel had informed him that the Debtors would file an
appropriate motion to assume the CVS Lease, no motion has been
filed as of Sept. 22, 2006.

Thus, CVS files a limited protective objection to the
confirmation of the Debtors' Joint Plan of Reorganization to the
extent that the Plan purports to revest or transfer the Property
free and clear of its interest.

If the CVS Lease is assumed, then the Property must "revest"
subject to the CVS Lease, Mr. Nicandri says.  

If the CVS Lease were rejected, Mr. Nicandri contends, the
Debtors would not be permitted to revest the Property free and
clear because the revesting will contravene CVS' rights afforded
to it under Section 365(h) of the Bankruptcy Court.  

Upon the Court's approval of the Debtors' anticipated motion to
assume the CVS Lease and confirmation that the Property will
revest in the Debtors subject to CVS' interest, the Protective
Objection will be resolved, Mr. Nicandri states.

To the extent that it may be necessary, CVS asks the Court for
adequate protection for its interests pursuant to Section 363(e).

                    Hamilton County, Tennessee

The objection of Hamilton County, Tennessee, to the confirmation
of the Debtors' Joint Plan of Reorganization is rooted on the
proposed treatment of Class 10-Secured Tax Claims under the Plan.

The County asserts that the proposed treatment for Class 10 is
authorized by the Bankruptcy Code for unsecured priority tax
claimants but not for secured tax claimants.

Hamilton County filed Claim No. 4206 for $15,431, plus interest,
representing the Debtors' ad valorem taxes for 2005, and had a
valid first lien on the Debtors' assets at four stores located in
the County.

Scott N. Brown, Jr., Esq., at Spears, Moore, Rebman & Williams
P.C., in Chattanooga, Tennessee, relates that the Debtors sold
the assets with Hamilton County's lien attached to the proceeds,
which the County believes to have exceeded the amounts owed to it
by the Debtors.

Mr. Brown contends that Hamilton County is entitled to the
immediate payment of its taxes, plus delinquent interest from the
presumably segregated sale proceeds.

Hamilton County asks the Court to sustain its objection and deny
confirmation unless the Plan is amended to provide for full
payment of its claim in cash at a fixed date, confirmation or
effective date of the Plan.

                           Two Landlords

Two landlords object to the confirmation of the Debtors' proposed
Joint Plan of Reorganization.

A. Terranova Landlords

Westfork Tower LLC, Concord-Fund IV Retail LP, TA Cresthaven LLC,
Flagler Retail Associates Ltd., Elston/Leetsdale LLC, and their
property manager and agent Terranova Corporation specifically
object to the provision that states that the Debtors have
discretion to reject an unexpired lease that is subject to a
pending motion for assumption after confirmation of the Plan.

According to Jeffrey R. Dollinger, Esq., at Scruggs & Carmichael
PA, in Gainesville, Florida, the provision is inconsistent with:

   (1) the Debtors' agreement in an August 10, 2006 hearing to
       limit their ability to reject unexpired leased that are
       subject to pending motions to assume to the failure of the
       occurrence of the effective date of the Plan; and

   (2) the Court's August 18, 2006 Order authorizing the
       assumption of store leases that includes those of the
       Terranova Landlords.

Thus, the Terranova Landlords ask the Court to sustain their
objection to the Debtors' Plan and provide in the Confirmation
Order the modification to the Plan with respect to unexpired
leases.

B. Sarria Entities

In a separate filing, Sarria Enterprises, Inc.; Lago Plaza
Shopping Center; Interplaza Shopping Center; Twin Oaks Plaza; and
Homestead Plaza object to the Plan to the extent that the cure
amounts are incorrect.

The Sarria Entities assert that the appropriate cure amounts
should be:

                   Asserted Cure Amount
                   --------------------
     Store No.     Debtors    Landlords
     ---------     -------    ---------
       270          $1,949      $20,055
       237         124,036      162,138
       330           7,524        7,524
       302               0       30,793

Accordingly, the Sarria Entities ask the Court to reject the Plan
if it is not modified to correct the cure amounts for the four
store leases.

                         Six Stockholders

Six stockholders sent letters to the Court requesting not to
confirm the Debtors' Joint Plan of Reorganization.

   * Janet Bourland;
   * Louise H. Brannon;
   * Deborah A. Tindel Cheney;
   * Cesar Garcia;
   * Barbara L. Hart; and
   * Jessie and Matthew Williams.

The Stockholders feel that they should be compensated.  They
assert that their stock interests in the company should not be
cancelled as proposed by the Debtors in their Plan.

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).


WORLD GAMING: Directors Say Technical Default Possible
------------------------------------------------------
The Board of Directors of World Gaming plc disclosed that having
reviewed the Company's debt facilities agreement, the Directors
believe it may be in technical default of its loan conditions due
to a material adverse change in the circumstances of the business,
arising from proposed changes in legislation in the United States.

The Company continues to operate at the current time and is in
discussion with its lenders.

                            Legislation

On Sept. 29 2006, the U.S. Congress passed legislation entitled
the Unlawful Internet Enforcement Act of 2006 that seeks to
prohibit the processing and acceptance of financial transactions
in connection with certain types of Internet gambling.  The
Legislation remains to be signed by the President of the United
States.

The Company's Board says it is not aware of the enactment date of
the Legislation but once enacted the Legislation may have a
material adverse impact respecting ongoing operations.  The Group
is monitoring the situation closely and is seeking legal advice
regarding the impact of the Legislation.

In addition, as a result of the passing of the Legislation, the
Boards of World Gaming and Sportingbet have discontinued
discussions in respect of Sportingbet making an all share offer of
certain of its shares for those of World Gaming.

World Gaming plc -- http://www.worldgaming.com/-- is a UK based  
holding company whose subsidiaries participate in Internet gaming
software licensing and operations.  The World Gaming Group is an
international developer, licensor, and provider of online gaming
products, including casino, sportsbook, and pari-mutuel betting.
World Gaming's Ordinary Shares are traded on the London Stock
Exchange, Alternative Investment Market under the symbol WGP and
the Over The Counter Bulletin Board market in the U.S. under
symbol WGMGY.


* Chef Solutions Sells Pennant Foods Unit to Fresh Start Bakeries
-----------------------------------------------------------------
Chef Solutions, owned by Questor Partners Fund II, disclosed the
sale of the Pennant unit to Fresh Start Bakeries, a portfolio
company of the private equity firm Lindsay Goldberg & Bessemer.  
The terms of the transaction were not disclosed.

"Pennant's president, Dan Scales, and his talented management team
have put the business on a very strong sales and earnings
trajectory since Questor acquired Chef Solutions in 2004," Steve
Silk, president and chief executive officer of Chef Solutions,
said.  "They have successfully leveraged Pennant's strengths in
its core product categories to significantly expand its customer
base over the past two years, while implementing a number of very
successful profit improvement initiatives.  Pennant will be a
strong addition to Fresh Start's business."

Questor acquired Chef Solutions in June 2004 from Lufthansa, the
German airline.  Questor specializes in purchasing underperforming
businesses and non-core operations of large corporations.  Chef
Solutions had been Lufthansa's non-airline prepared foods business
in the United States and Canada, and its performance under
Lufthansa had been deteriorating.

"After Questor acquired Chef Solutions, we restructured the
business along its legacy Pennant, Orval Kent, and I&K
Distribution business lines, established a new management team,
and successfully implemented a comprehensive performance
improvement agenda," Dean Anderson, Questor managing director who
led the acquisition of Chef Solutions and the sale of Pennant,
said.

"Following a period of substantial financial improvement at Chef
Solutions under our ownership, the sale of Pennant marks the first
stage in the successful realization of Questor's overall Chef
Solutions investment", Mr. Anderson added.  "Meanwhile, we
continue to strengthen the operations of the Orval Kent division.  
Late last year, we acquired the Fish House Foods specialty salad
operation as a key element of our growth strategy for Orval
Kent.  Management will now focus its energy on accelerating our
growth and value creation initiatives at the expanded Orval Kent
business."

John Janitz, co-managing principal of Questor, said, "The sale of
the Pennant division once again demonstrates the power of
Questor's turnaround expertise and our ability to create value for
our limited partners.  We look forward to continued strong growth
at Chef Solutions' Orval Kent division."

                       About Chef Solutions

Chef Solutions is a provider of refrigerated salads and side
dishes through its Orval Kent division, specialty bakery products
through its Pennant Foods division, and refrigerated distribution
through its I&K division.

Pennant Foods, which is based in Northlake, Ill., supplies
premium-quality bakery products to restaurant chains, in-store
bakeries in supermarkets and other retailers, as well as to
foodservice companies.  It is an important supplier to Subway,
Dunkin' Donuts, Ahold, Kroger, Supervalu, Sysco, Starbucks and
others.  Fresh Start Bakeries, which is headquartered in Brea, CA,
is one of the major suppliers of bakery products to McDonald's
restaurants.

                           About Questor

Questor Management Company LLC has offices in Southfield,
Michigan, Chicago and New York, and manages the Questor Partners
Funds, which have more than $1.1 billion of committed equity
capital.  Questor's objective is to acquire underperforming
businesses that are in transition and offer the potential for
superior returns with the application of appropriate levels of
capital and management expertise.  Since it was founded in 1995,
the company has successfully completed more than 20 acquisitions
worldwide.


* Jennifer Handz Joins Chadbourne & Parke's London Office
---------------------------------------------------------
The international law firm of Chadbourne & Parke LLP disclosed
that Jennifer Handz has joined the Firm's 60-lawyer Russia and CIS
Practice Group as a partner in the London office of Chadbourne &
Parke, the multinational partnership of Chadbourne & Parke LLP.

Ms. Handz, 43, was formerly a senior counsel at the European Bank
for Reconstruction and Development.  She had been with the EBRD
since 1999, working in the Banking Operations Group and the
Corporate Recovery Group.

Her areas of practice include project finance, debt and equity
financing and restructuring focusing on Russia and the CIS, as
well as Central and Eastern Europe.  Ms. Handz will focus on
banking and finance work representing both lenders and borrowers
in various financing transactions, providing support to
Chadbourne's growing CIS and Central and Eastern Europe Practice.
Chadbourne has added two offices in the CIS in the past year --
St. Petersburg and Almaty -- expanding its regional practice to
seven offices.

"We do not believe in resting on our laurels," said Claude S.
Serfilippi, Managing Partner of Chadbourne's London office.
"Jennifer's experience as a senior counsel at the EBRD
specializing in Russia and Central and Eastern Europe, as well as
her significant emerging market experience, will help us serve
clients in this growing practice area."

Prior to joining the EBRD, Ms. Handz worked in England, Vietnam,
Australia and Poland as a banking and finance lawyer.  She acted
as managing attorney for Freehill, Hollingdale and Page in Hanoi,
Vietnam. As an associate for Theodore Goddard in London, she was
seconded to the Dewey Ballantine Theodore Goddard (joint venture)
office in Warsaw.

"Jennifer will be a great addition to our group," said Laura M.
Brank, head of Chadbourne's Russia and CIS Practice Group.  
"She brings a wealth of experience in banking and finance and
restructurings, as well as years of practical experience working
in developing markets on everything from privatizations to complex
financings."

Ms. Handz has a Bachelor of Jurisprudence and Bachelor of Laws
from the University of Western Australia, Perth and in 1987 was
admitted as solicitor and barrister to the Supreme Court of
Western Australia.  In 1991, she was admitted as solicitor in
England and Wales.

                  About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an  
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, corporate finance, energy,
telecommunications, commercial and products liability litigation,
securities litigation and regulatory enforcement, special
investigations and litigation, intellectual property, antitrust,
domestic and international tax, insurance and reinsurance,
environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, St. Petersburg,
Kyiv, Almaty, Tashkent, Warsaw (through a Polish partnership),
Beijing, and a multinational partnership, Chadbourne & Parke, in
London.

    About Chadbourne & Parke, A Multinational Partnership

In London, the Firm conducts its practice through Chadbourne &
Parke, a multinational partnership employing both English-
qualified solicitors and U.S. lawyers who work closely with other
Chadbourne offices to provide seamless service to international
clients.  The London partnership offers a range of legal services
under both English and U.S. law and, in particular, focuses on
project finance, privatization, energy, capital markets, banking,
insurance and reinsurance, securitizations, structured finance,
corporate finance, litigation and products liability.

* BOOK REVIEW: The Failure of The Franklin National Bank:
               Challenge to the International Banking System
----------------------------------------------------------------
Author:     Joan E. Spero
Publisher:  Beard Books
Paperback:  235 Pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1893122344/internetbankrupt


In 1974 the international financial system faced its most serious
crisis since the 1930s.  The stresses and shocks of that year,
including the failure of the Franklin National Bank, led to a
crisis of confidence that brought the International banking system
dangerously close to disaster.  Franklin's failure forced United
States and foreign regulatory authorities to devise new ways to
avert an international banking crisis, and served as a catalyst
for later efforts to bring international banking under public
management.

The author's case study, first published in 1979 when events were
very fresh, examines the failure of the Franklin -- once the
twentieth largest bank in the United States -- within the context
of the bank crisis.  Franklin's collapse was both cause and
effect; changes in banking regulation and practice contributed to
the bank's problems, while its collapse forced bank regulators and
policymakers to address the new international nature of banking
and to cooperate in addressing dramatic changes in international
financial markets, and, hopefully, avoiding a repeat of the
crisis.

The book begins by reviewing the economic and political factors
that led to the internalization of American banks, as many banks
became multinational corporations.  This phenomenon surged during
the 1960s and 1970s, carrying the Franklin (which even acquired a
foreign owner, Italian financier Michele Sindona) with it.  The
work then examines the extent to which the Franklin's demise was
caused by its international activities and, in turn, the manner in
which Franklin's insolvency threatened the international banking
system.

After analyzing the crisis's antecedents, the book moves to a
discussion of United States regulatory responses to control it,
and explains how American authorities were forced to take
innovative steps to manage the international dimensions of the
Franklin crisis.  Those steps included a massive Federal Reserve
loan and the use of that loan to cover foreign branch outflows,
assistance in managing foreign exchange operations and the
eventual purchase of Franklin's foreign exchange book, and the
FDIC sale.

Not even those bold regulatory approaches sufficed to stem the
crisis, however, United States regulators were obliged to seek
assistance from other nations' financial authorities.  The
cooperative approach not only prevented the crisis from devolving
into a crash, but also laid groundwork for increased cooperation
in the future.  This achievement, the author concludes, was the
lasting (and beneficial) effect of the failure of the Franklin
National Bank.

The Franklin Episode, thus, revealed both the weaknesses and the
strengths of the United States' regulatory system as it applies to
international banking.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q. Salta,
Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and
Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***