TCR_Public/061009.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 9, 2006, Vol. 10, No. 240

                             Headlines

ACE AVIATION: Superior Court Approves Plan of Arrangement
AES IHB: Fitch Upgrades $300 Million Certificates' Rating to B+
AMERICAN AXLE: Moody's Reviews Low-B Ratings and May Downgrade
AMERICAN AXLE: Attrition Program Cues S&P to Affirm BB Rating
AMES DEPARTMENT: Wants Solicitation Period Extended to April 26

AMES DEPARTMENT: Settles Dispute with MGM Home Entertainment
AMKOR TECHNOLOGY: Amends Consent Solicitation for Seven Notes
AMORTIZING RESIDENTIAL: Moody's Cuts Ratings on 10 Certs. to Low-B
AMRESCO RESIDENTIAL: Moody's Junks Rating on Class B-1F Loans
AP MILITARY: Case Summary & 20 Largest Unsecured Creditors

ARMSTRONG WORLD: Bankruptcy Exit Prompts S&P to Raise Ratings
ASARCO LLC: Wants to Advance Limited Funds to Subsidiaries
ASARCO LLC: Sells El Paso Property to MEGACON LLC for $5.075 Mil.
ASARCO LLC: Asbestos Panel & FCR Want TCS Data Contract Approved
AUSTIN HOUSING: Moody's Affirms C Rating on $1.6 Million Bonds

BERMUDA COMMERCIAL: Fitch Downgrades Individual Rating to C
BERT'S MEN'S: Case Summary & 20 Largest Unsecured Creditors
BLACKBOARD INC: Moody's Assigns Loss-Given-Default Rating
BROWN SHOE: Reports $15.1 Mil. Net Income in Quarter Ended July 29
CAL-BAY INT'L: Earns $5.4 Million in Second Quarter of 2006

CATALYST PAPER: Terminates Shareholder Rights Plan
CATHOLIC CHURCH: Milwaukee Archdiocese Settles Claims for $8.2MM
CATHOLIC CHURCH: Court Wants Plans for Spokane Filed by October 30
COMPLETE RETREATS: Wants to Conduct Rule 2004 Exam on 8 Parties
COPYTELE INC: Posts $5.7 Mil. Net Loss in 3rd Qtr. Ended July 31

COREL CORP: Moody's Assigns Loss-Given-Default Rating
CREDIT SUISSE: Moody's Junks Rating on Three Class certificates
DANA CORPORATION: Martinez Group Wants Administrative Claim Paid
DANA CORPORATION: Has Until December 31 to Decide on 17 Leases
DANA CORP: Inks Pact Extending Dana Credit's Claim Filing Deadline

DATATEL INC: Moody's Assigns Loss-Given-Default Rating
DAYTON SUPERIOR: Planned $150 Mil. IPO Cues S&P's Positive Watch
DELPHI CORP: Status Hearing on CBA Rejection Moved to October 19
DELTA AIR: Settles with Retirees on Benefit Changes
DOLLAR FINANCIAL: S&P Upgrades Counterparty Credit Rating to BB-

ELBA RODRIGUEZ: Case Summary & Seven Largest Unsecured Creditors
ELETROPAULO METROPOLITANA: Fitch Lifts $200MM Bonds' Rating to BB-
ENRON CORP: Gets $19.75 Mil. from Fleet Financial to Settle Suits
ENTERGY NEW ORLEANS: Court Approves $800,000 AMICO Settlement Pact
EPICOR SOFTWARE: Moody's Assigns Loss-Given-Default Rating

E.SPIRE COMMUNICATIONS: Hires Bederson & Company as Accountant
FLOWSERVE CORP: S&P Affirms BB- Rating with Stable Outlook
FONIX CORP: Units File for Chapter 7 Liquidation in Delaware
GENERAL MOTORS: Jerome York Resigns from Board of Directors
GENEVA STEEL: Wikstrom Economic Hired as Ch. 11 Trustee's Expert

GEORGIA GULF: Fitch Assigns B Rating to New Senior Sub. Notes
GIRASOLAR INC: March 31 Stockholders' Deficit Tops $1.1 Million
GIRASOLAR INC: 2006 Second Quarter Revenues Soar to $36.6 Million
GSAA HOME: Moody's Rates Class B-3 Certificates at Ba2
GTM HOLDINGS: Moody's Junks Rating on $105 Million 2nd-Lien Loan

GXS WORLDWIDE: Moody's Assigns Loss-Given-Default Rating
H6 INTERNATIONAL: Case Summary & 19 Largest Unsecured Creditors
HEALTHCARE PARTNERS: Moody's Rates $280 Million Senior Loan at Ba3
HEALTHWAYS INC: Moody's Withdraws Ba2 Corporate Family Rating
INFORMATION ARCHITECTS: June 30 Stockholders' Deficit Tops $2.3MM

INLAND FIBER: Seeks Court Nod to Retain Eisner as Accountant
LG.PHILIPS: Taps Cozen O'Connor as Special Litigation Counsel
LG.PHILIPS: Court Approves Pepper Hamilton as Special Counsel
LINENS 'N THINGS: Fitch Lowers Sr. Secured Notes' Rating to CCC
LIONEL LLC: Court Gives Open-Ended Exclusive Periods Extension

LIONEL LLC: Selects Houlihan Lokey as Financial Advisors
LTEL HOLDINGS: Voluntary Chapter 7 Case Summary
M.M.M. DEVELOPMENT: Case Summary & Largest Unsecured Creditor
MARCIA CALLAHAN: Case Summary & Eight Largest Unsecured Creditors
MERRILL LYNCH: Moody's Rates Class B-4 Certificates at Ba1

MESABA AVIATION: Court Okays Committee's Actions Against MAIR
MESABA AVIATION: Files $250 Mil. Claim Against Northwest Airlines
MESABA AVIATION: MAIR Files for Declaratory Judgment on Dividends
MUTH MIRROR: Case Summary & 19 Largest Unsecured Creditors
OCA INC: Iowa Unit Files Schedules of Assets and Liabilities

OWENS CORNING: District Court Affirms Plan Confirmation Order
PEABODY ENERGY: Fitch Rates $900 Million Notes at BB+
PIETZ FEEDLOT: Case Summary & 12 Largest Unsecured Creditors
PELTS & SKINS: Court Denies Plea to Extend Lease-Decision Period
PLY GEM: Alcoa Merger Cues S&P to Lower Sr. Sub. Rating to CCC+

PULL'R HOLDINGS: Hires Harvey & Parmelee as Accountants
RADNOR HOLDINGS: Four Executives to Get $625,000 Under Bonus Plan
RADNOR HOLDINGS: U.S. Trustee Revises Trustee Appointment Motion
RADNOR HOLDINGS: Panel Taps Jefferies & Co. as Financial Advisor
RAPID LINK: July 31 Balance Sheet Upside-Down by $3.5 Million

RENAISSANCE HOME: Moody's Cuts Ratings on Three Certificates
ROGERS COMMUNICATIONS: S&P Lifts Corporate Credit Rating to BB+
ROTEC INDUSTRIES: Has Until December 29 to Decide on Leases
ROTEC INDUSTRIES: Court Extends Removal Period to November 27
ROTEC INDUSTRIES: Paying $138,735 in Workers' Insurance Premiums

SAMSONITE CORP: July 31 Balance Sheet Upside-Down by $45.1 Million
SATELITES MEXICANOS: Can Hire Ordinary Course Professionals
SILICON GRAPHICS: Parties Respond to Claims Objections
SILICON GRAPHICS: Liberty-Greenfield Wants $2.4M Admin. Claim Paid
SPANSION LLC: Moody's Cuts Rating on $250 Mil. Senior Note to Caa1

SPOKANE RACEWAY: John Munding Named as Chapter 11 Trustee
SPOKANE RACEWAY: Chap. 11 Trustee Taps Crumb & Munding as Counsel
STANLEY-MARTIN: S&P Affirms Low-B Ratings with Stable Outlook
TEC FOODS: Court Denies Reorganization Plan, Requires Amendment
TITAN FINANCIAL: Sells Assets to World Acceptance for $14.5 Mil.

TOWER RECORDS: Selects Great American to Liquidate All Assets
USI HOLDINGS: Moody's Affirms B1 Rating on Sr. Credit Facilities
WELD WHEEL: Sells Assets to American Racing for $24.4 Million
WINN-DIXIE: Says 17 Claimants Do Not Have Valid Claims to Vote
WINN-DIXIE: Posts $361.3 Million Net Loss for Year Ended June 28

WINN-DIXIE: Court Okays Assumption of 62 Pacts with IBM Entities
XYBERNAUT CORP: Files Disclosure Statement in E.D. Virginia

* BOND PRICING: For the week of October 2 -- October 6, 2006

                             *********

ACE AVIATION: Superior Court Approves Plan of Arrangement
---------------------------------------------------------
ACE Aviation Holdings Inc. disclosed that the Quebec Superior
Court has issued a final order approving a statutory arrangement
under the Canada Business Corporations Act.

The arrangement also received prior approval from ACE's
shareholders at a special meeting of shareholders held on
Oct. 5, 2006.  The arrangement grants 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.  ACE expects the arrangement to become effective on
or about Oct. 10, 2006.

ACE previously reported 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.  

The Company anticipates to complete the initial distribution 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 after receipt of the tax ruling or opinion.

Due to restrictions applicable to Aeroplan Income Fund pursuant to
United States securities legislation, U.S. shareholders will
receive Aeroplan units only if they complete and submit a
certification attesting that they are "qualified purchasers" for
the purposes of the United States Investment Company Act of 1940
and institutional "accredited investors" for the purposes of Rules
501(a)(1), (2), (3), or (7) of Regulation D under the United
States Securities Act of 1933.

A form of certification will be sent to U.S. shareholders
concurrently with the news release announcing the remaining terms
of the initial distribution.  U.S. shareholders that do not
satisfy such requirements or that do not submit a properly
completed certification on or prior to a date to be specified in
the news release will receive the net cash proceeds of the sale on
their behalf of the Aeroplan units that shareholders would
otherwise have been entitled to receive.

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.


AES IHB: Fitch Upgrades $300 Million Certificates' Rating to B+
---------------------------------------------------------------
Fitch Ratings upgraded the rating on $300 million of 11.5% trust
certificates issued by AES IHB Cayman, Ltd. to 'B+' from 'B'.

Concurrently, Fitch upgraded the national scale rating of AES
Tiete S.A. to 'A(bra)' from 'BBB+(bra)'.  The Rating Outlook for
AES Tiete is Stable.

The rating action reflects the recent upgrade of Eletropaulo
Metropolitana Eletricidade de Sao Paulo S.A.'s local and foreign
currency issuer default rating to 'BB-' from 'B+' and of its
national scale rating to 'A(bra)' from 'BBB+(bra)'.  Eletropaulo
is Tiete's sole contractual offtaker under a long-term power
purchase agreement that expires in 2015.

Tiete's financial profile remains strong for the rating category
and is linked to Eletropaulo's ability to meet its contractual
obligations.  Tiete's strong credit profile is characterized by:

   * healthy EBITDA margins;

   * low leverage;

   * solid interest expenses coverage; and

   * predictable cash generation due to its contractual energy
     sales and low operating cost structure.

The rating is constrained by Eletropaulo's credit profile, its
aggressive dividend policy and its potential capacity expansions.

While regulatory risk remains an ongoing credit concern, the
approval in 2004 of a new electric energy industry model adds
increased certainty to the sector.

The company has a conservative capital structure and solid credit
metrics.  The company reported a financial leverage as measured by
total debt-to-EBITDA ratio of 1.4x (0.6x on a net debt basis) as
of June 30, 2006, with cash and cash equivalents of BRL777 million
and total debt of BRL1.4 billion.

The company reported net revenues of BRL698 million and EBITDA of
BRL543 million as of six months ended June 30, 2006, which
represent a 30% and 27% increase, respectively, compared with the
same period in 2005.  This is mainly due to the replacement of the
initial lower priced contracts with the contracts with Eletropaulo
as well as adjustments in the tariffs.

Tiete remains exposed to financial risks associated with capacity
expansion projects required by its concession contract.  The
company is obligated to expand its generating capacity by
approximately 400 megawatts by December 2007.

This additional capacity must be in the State of Sao Paulo, where
development of hydroelectric plants is difficult due to limited
availability of hydro resources and a difficult permitting
process; no environmental licenses have been issued for the
construction of thermoelectric plants to date.  

Tiete has been negotiating with the sector regulator and the
government of the State of Sao Paulo for a resolve the matter.  
All affected parties are aware of the situation and working toward
an agreement.

IHB certificates' rating is based on Tiete's underlying credit
strength and its ability to distribute dividends to meet IHB's
debt payments.  IHB certificate holders are structurally
subordinated BRL1.4 billion of debt owed to Eletrobras, which is
at the operating company level.

The increases in Tiete's net income and operational cash
generation have translated into bigger dividends, BRL539.0 million
being paid relative to 2005 and BRL305.5 million for the first
half of 2006.

A portion of Tiete's dividend payments was used to pay IHB's
debt service.  The certificates are guaranteed by AES Tiete
Empreendimentos S.A., the controlling shareholder, by AES Tiete
Participacoes S.A. and AES Tiete Holdings, LTD., Tiete's holding
companies, and the shares of these companies are pledged as
collateral.

Tiete is a hydroelectric energy generation company in the State of
Sao Paulo, Brazil, with an installed capacity of 2,651 MW.  The
company is directly owned by AES Tiete Empreendimentos S.A. and
AES Tiete Participacoes S.A., subsidiaries of Brasiliana Energia
S.A.

TE and TP own 71.3% of the voting shares of Tiete, representing
approximately 43.9% of the company's total capital stock.  While
TE and TP have effective control, they receive only 42.5% of
dividends and distributions from Tiete, which provides the cash
flow to service the certificates.

TE and TP forward funds to IHB in form of intercompany loan debt
payment in order for IHB to meet its debt-service obligations.


AMERICAN AXLE: Moody's Reviews Low-B Ratings and May Downgrade
--------------------------------------------------------------   
Moody's Investors Service placed the ratings of American Axle &
Manufacturing, Inc. and American Axle & Manufacturing Holdings,
Inc.,  under review for possible downgrade.  The action follows
the announcement by the company of a special attrition program,
incremental restructuring actions in 2006, the removal of previous
guidance on 2006 earnings and cash flows, and coincides with
estimates for weaker fourth quarter production rates for light
trucks at its principal customers, General Motors Corporation and
Daimler Chrysler.  The change in outlook also reflects concern
over activity levels at both OEMs in 2007.  The company's
Speculative Grade Liquidity rating of SGL-2, representing good
liquidity, is unchanged.

Ratings placed under review:

   * American Axle & Manufacturing Holdings, Inc.

     -- Corporate Family Rating, Ba3
     -- Probability of Default Rating, Ba3
     -- Senior Unsecured convertible notes, Ba3, LGD4, 57%

   * American Axle & Manufacturing, Inc.

     -- Senior Unsecured notes, Ba3, LGD4, 57%
     -- Senior Unsecured term loan, Ba3, LGD4, 57%

The last rating action was on September 22, 2006 at which time
Moody's Loss Given Default Methodology was applied to the rated
instruments of American Axle and Holdings.

American Axle's attrition and restructuring program may involve
charges between $150-$250 million (pre-tax); the bulk of which
will be up-front cash disbursements.  In the near-term, free cash
flow will be reduced by the extent of the final cost of the
program, which is dependent upon employee acceptance rates.  When
viewed as an investment, the program is expected to have a quick
pay-back period, and facilitates reducing the company's domestic
cost structure going forward.  However, cash costs associated with
the program, along with further softening of operating cash flows
due to lower OEM volumes, are likely to result in higher debt
levels and weaker financial metrics than previously anticipated.  
The company also announced plans to reduce capital expenditures in
2007 which may result in higher free cash flow generation.

American Axle has substantially completed the bulk of its capital
expenditures related to GM's launch of SUVs and pick-up trucks
based on the GMT-900 platform.  While SUV models based on this
platform have been successfully launched earlier this year, and
pick-up truck models are being introduced in the fourth quarter,
recent consumer sentiment has veered away from larger light trucks
on which American Axle's content is concentrated.  Should these
trends continue, American Axle may not achieve previously
anticipated revenue.  Future operating performance and return on
capital will be affected by the interplay of unit volume and lower
labor costs facilitated by the attrition and restructuring
initiatives.

Consequently, the review will focus on assessing the company's
prospective performance, and the degree to which the proposed
restructuring will help to support the company's debt coverage
metrics and liquidity profile.

American Axle & Manufacturing, headquartered in Detroit, MI, is a
world leader in the manufacture, design, engineering and
validation of driveline systems and related components and
modules, chassis systems, and metal formed products for light
truck, SUVs and passenger cars.  The company has manufacturing
locations in the U.S.A., Mexico, the United Kingdom and Brazil.
The company reported revenues of $3.4 billion in 2005 and has
approximately 10,900 employees.


AMERICAN AXLE: Attrition Program Cues S&P to Affirm BB Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit ratings on American Axle & Manufacturing Inc. and parent
company American Axle & Manufacturing Holdings Inc.  

The affirmation follows the company's announcement that it will
offer a costly special attrition program that will initially raise
debt levels but should also rapidly and permanently reduce the
company's cost structure.

The ratings outlook is negative.  The company has about
$1.1 billion million of debt, including the present value of
operating leases and $425 million of underfunded employee benefit
liabilities.

American Axle's special attrition program will be offered to all
6,000 of its United Auto Worker employees at the company's five
master agreement facilities in the U.S.  The program includes a
range of early retirement incentives, buy-outs, and educational
assistance.  American Axle will undertake additional restructuring
actions to align its production capacity and cost structure with
current business conditions.

Total costs for the attrition program and restructuring actions
will range between $150 million and $250 million in 2006.  A
significant portion of these costs will be cash charges, causing
debt levels to rise, depending on the level of acceptance by the
company's UAW employees.

Credit protection measures have been satisfactory for the ratings,
but they will weaken this year as retirement incentives and buyout
payments are made near year-end with little-to-no offsetting
savings.  Nevertheless, American Axle should see a meaningful
reduction in its labor costs in 2007, resulting in higher earnings
and cash flow even if currently difficult industry conditions
persist.


AMES DEPARTMENT: Wants Solicitation Period Extended to April 26
---------------------------------------------------------------
Ames Department Stores and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
further extend their exclusive period to solicit acceptances of
their Chapter 11 Plan through and including April 26, 2007.

The Debtors filed their Chapter 11 Plan of Reorganization and
Disclosure Statement on Dec. 6, 2004.  The Court had previously
extended the Debtors' exclusive solicitation period to Oct. 26,
2006.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in
New York, relates that since the Debtors decided to wind down
their business, they have been diligently laboring to maximize
values for creditors.  Specifically, the Debtors have:

    (1) sold all their inventory;

    (2) fully satisfied their obligations under their postpetition
        financing facilities;

    (3) rejected or assumed and assigned majority of their
        unexpired leases of nonresidential property in accordance
        with Section 365 of the Bankruptcy Code;

    (4) been settling and reconciling claims;

    (5) commenced and are continuing to prosecute and collect
        substantial sums from avoidance actions;

    (6) sold, or are in the process of selling, their remaining
        real estate holdings;

    (7) made interim distributions to holders of administrative
        expense claims; and

    (8) developed, drafted, and filed the Plan and related
        disclosure statement.

Mr. Bienenstock tells the Court that while the Debtors are
optimistic that the Plan will be confirmed, at this point, it is
not possible for them to determine:

    -- the full extent of their administrative obligations;
    -- the resources available to satisfy the obligations; and
    -- at what point they will achieve administrative solvency.

The Debtors anticipate that they will have approximately
$74,900,000 in administrative expense claims, many of which still
need to be fully reconciled.

As a result, Mr. Bienenstock says, the Debtors are in no position
to determine if and when a recovery will be available for
prepetition creditors until they complete the process of
liquidating their remaining real property interests, reconciling
administrative expense claims, and prosecuting avoidance actions.

Mr. Bienenstock explains that in light of the circumstances, an
extension of the Solicitation Period is warranted and will avoid
unnecessary intrusion on management's time occasioned by a
competing plan.

Moreover, the extension will not prejudice any party-in-interest,
but rather will afford the Debtors an opportunity to solicit
acceptances of a plan that will be confirmable, notes Mr.
Bienenstock.

Ames Department Stores filed for chapter 11 protection on
Aug. 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
85; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


AMES DEPARTMENT: Settles Dispute with MGM Home Entertainment
------------------------------------------------------------
Ames Department Stores and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
approved their stipulation with Metro-Goldwyn-Mayer Home
Entertainment, Inc.

In September 2002, Metro-Goldwyn-Mayer Home Entertainment, Inc.,
commenced an adversary proceeding seeking $298,242 from Ames
Department Stores, Inc., and GMAC Commercial Finance LLC,
formerly known as GMAC Commercial Credit LLC.

The issue has been joined, pretrial discovery has taken place,
and pretrial requests have been brought.

Settlement discussions have also ensued between the parties
wherein they agreed to discontinue the Adversary Proceeding.

Accordingly, the parties stipulate that:

    * GMAC CF will pay $10,000, and the Debtors will pay $25,000,
      to MGM immediately after the settlement agreement earns
      Court Approval;

    * upon MGM's receipt of the settlement amounts and the
      dismissal of the Adversary Proceeding, the parties will be
      deemed to have waived and released each other from any and
      all claims that they may have against each other as of
      Sept. 27, 2006, and which in any way relate to the
      Complaint;

    * the Debtors will file a voluntary dismissal of the
      preference adversary proceeding styled Ames Merchandising
      Corporation v. MGM Home Entertainment, Adv. Pro. No.
      03-08569, with prejudice and without costs, immediately
      after the Court's approval of the Settlement Agreement;

    * upon the dismissal of the Adversary Proceeding and the
      Preference Adversary Proceeding, the Debtors will be deemed
      to have forever discharged MGM from all claims and causes of
      actions, which they have against MGM in connection with
      their Chapter 11 cases;

    * upon the dismissal of the Adversary Proceeding, GMAC CF and
      the Debtors will be deemed to have waived and released each
      other from any claims and causes of actions that they may
      have against each other as of Sept. 27, 2006, which in
      any way relate to the Complaint; and

    * after MGM's receipt of the settlement payments and the
      dismissal of the Preference Adversary Proceeding, MGM will
      file a voluntary dismissal of the Adversary Proceeding with
      prejudice and without costs.  MGM will then indemnify the
      Debtors and GMAC CF for all costs and expenses incurred
      relating to any claims by anyone other than the Debtors,
      GMAC CF, and their affiliates in any way related to the
      Complaint.

Ames Department Stores filed for chapter 11 protection on
Aug. 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
85; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


AMKOR TECHNOLOGY: Amends Consent Solicitation for Seven Notes
-------------------------------------------------------------
Amkor Technology, Inc. is soliciting consents from the holders of
these series of notes:

    (i) $400.0 million aggregate outstanding principal amount of
        9.25% Senior Notes due 2016 (CUSIP No. 031652AW0);

   (ii) $250.0 million aggregate outstanding principal amount of
        7-1/8% Senior Notes due 2011 (CUSIP No. 031652AT7);

  (iii) $425.0 million aggregate outstanding principal amount of
        7.75% Senior Notes due 2013 (CUSIP Nos. 031652AQ3,
        031652AP5);

   (iv) approximately $88.2 million aggregate outstanding
        principal amount of 9.25% Senior Notes due 2008 (CUSIP No.
        031652AM2);

    (v) approximately $21.9 million aggregate outstanding
        principal amount of 10.5% Senior Subordinated Notes due
        2009 (CUSIP No. 031652AE0);

   (vi) approximately $142.4 million aggregate outstanding
        principal amount of 5.0% Convertible Subordinated Notes
        due 2007 (CUSIP Nos. 031652AH3, 031652AF7); and

  (vii) $190.0 million aggregate outstanding principal amount of
        2.50% Convertible Senior Subordinated Notes due 2011
        (CUSIP No. 031652AX8).

Amkor is seeking consents for a waiver of compliance by Amkor with
certain covenants in the indentures governing each series of notes
and the consequences of any failure to comply therewith, including
a waiver of any default or event of default that may have
occurred, and the consequences thereof, from the failure by Amkor
to file with the Securities and Exchange Commission and deliver
copies thereof to the trustee and the holders of the notes, any
report or other information as it would be required to file with
the SEC under Section 13(a) or 15(d) of the Exchange Act of 1934,
including, without limitation, its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2006, and any related notices or
reports.

Amkor disclosed Thursday, Oct. 5, that it is amending the terms of
the consent solicitation to extend the expiration date for the
consent solicitation for each series of notes and increase the
"Additional Consent Fee".

The consent solicitation for each series of notes will now expire
at 10:00 a.m., New York City time, on October 10, 2006, unless
extended or earlier terminated for a particular series of notes.
Holders may deliver their consents to the Tabulation Agent at any
time before the expiration date.

For each particular series of notes, whether or not Amkor has
filed the SEC Reports required to be filed by Amkor with the SEC
on or prior to the effective date for a particular series of
notes, if consents from holders of a majority in aggregate
principal amount of notes of that particular series are received
prior to the expiration date of the consent solicitation for that
particular series of notes and are not revoked prior to the
effective date of the proposed waivers for that particular series
of notes, and the proposed waivers become effective for that
particular series of notes, each consenting holder for such series
of notes will receive an initial consent fee in cash equal to that
consenting holder's pro rata share of the dollar amount set forth
in the table below under the caption "Initial Consent Fee"
opposite the title of that particular series of notes.

If the proposed waivers have become effective for a particular
series of notes and, in addition, Amkor has not filed the SEC
Reports required to be filed by Amkor with the SEC on or prior to
such effective date and the proposed waivers for each other series
of notes have become effective, each consenting holder for that
particular series of notes will receive an additional consent fee
in cash equal to that consenting holder's pro rata share of the
dollar amount set forth in the table below under the caption
"Additional Consent Fee" opposite the title of that particular
series of notes.

In addition, if Amkor has not filed the SEC Reports required to be
filed by Amkor with the SEC on or prior to December 31, 2006,
March 1, 2007 in the case of the waiver of any NASDAQ delisting
consequences, it may elect to extend the waiver expiration date to
March 31, 2007 or May 30, 2007 in the case of the waiver of any
NASDAQ delisting consequences, and pay each consenting holder an
additional consent fee in cash equal to that consenting holder's
pro rata share of the dollar amount set forth in the table below
under the caption "Extension Consent Fee" opposite the title of
that particular series of notes.

                 Principal
  Title of        Amount        Initial    Additional   Extension
Securities     Outstanding   Consent Fee Consent Fee  Consent Fee
----------     -----------   ----------- -----------  -----------
9.25% Senior    $400,000,000   $400,000   $6,600,000    $1,000,000
Notes due 2016

7-1/8% Senior    250,000,000    250,000    4,125,000       625,000
Notes due 2011     

7.75% Senior     425,000,000    425,000    7,012,500     1,062,500
Notes due 2013           

9.25% Senior      88,206,000     88,206      793,854       220,515
Notes due 2008

10.5% Senior      21,882,000     21,882      196,938        54,705
Subordinated
Notes due 2009

5% Convertible   142,422,000    142,422      925,743       356,055
Subordinated
Notes due 2007

2.50% Conver.    190,000,000    190,000    3,135,000       475,000
Senior
Subordinated
Notes due 2011

The record date for determining the holders who are entitled to
consent is August 15, 2006.  The proposed waivers for a particular
series of notes shall become effective for a particular series of
notes upon receipt by the applicable trustee of an officers'
certificate from Amkor that the Requisite Consents have been
received, and not revoked, and have been accepted for payment by
Amkor.

Holders of each series of notes are referred to the Company's:

    * Consent Solicitation Statement dated September 14, 2006;

    * Supplement to Consent Solicitation Statement dated
      Sept. 28, 2006;

    * Supplement #2 to Consent Solicitation Statement dated
      Oct. 3, 2006;

    * Supplement #3 to Consent Solicitation Statement dated
      Oct. 5, 2006; and

    * the related Letter of Consent for that particular series of
      notes, which are being mailed to each holder,

for the detailed terms and conditions of the consent solicitation.

The Company has retained Global Bondholder Services Corporation to
serve as its Information Agent and Tabulation Agent for the
consent solicitation.  Requests for documents should be directed
to Global Bondholder Services at (866) 470-3800 or (212) 430-3774.

The Company has also retained Jefferies & Company, Inc. to serve
as Solicitation Agent for the consent solicitation.  Questions
concerning the terms of the consent solicitation should be
directed to Jefferies & Company, Inc. at (888) 272-1901 (U.S.
Toll-Free) or (917) 421-1901.

Chandler, Arizona-based Amkor Technology, Inc. (NASDAQ: AMKR) --
http://www.amkor.com/-- provides advanced semiconductor assembly    
and test services.  The company offers semiconductor companies and
electronics original equipment manufacturers a complete set of
microelectronic design and manufacturing services.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 21, 2006,
Moody's Investors Service lowered the corporate family and long-
term debt ratings of Amkor Technology, Inc. and maintained the
ratings on review for possible downgrade.  The speculative grade
liquidity rating was downgraded to SGL-4.  The ratings downgrade
was prompted by the company's Form 8-K announcement late yesterday
of non-reliance on past financial statements and intent to
materially restate its financial reports for fiscal years 1998
through 2005 and the March quarter of 2006, which indicates
material weaknesses in the company's disclosure and internal
controls.

These ratings were lowered and kept on review for possible
downgrade:

     * Corporate Family Rating to Caa1 from B3

     * $300 million Senior Secured (2nd lien) Term Loan due
       October 2010 to B3 from B2

     * Senior Unsecured Notes with various maturities totaling
       $1.162 billion to Caa3 from Caa1

     * Subordinated Notes with various maturities totaling
       $354.4 million to Ca from Caa3

These rating was downgraded:

     * Speculative Grade Liquidity Rating to SGL-4 from SGL-3

As reported in the Troubled Company Reporter on Aug. 17, 2006,
Standard & Poor's Ratings Services lowered its corporate and other
ratings on Chandler, Arizona-based Amkor Technology Inc., and
placed the ratings on CreditWatch with developing implications.
The corporate credit rating was lowered to 'CCC' from 'B-'.

Standard & Poor's credit analyst Lucy Patricola said that the
rating action was due to "the company's announcement that it
receivednotice from the trustees of $1.6 billion of its senior and
subordinated notes (out of total funded indebtedness of about
$2 billion as of June 30, 2006) that the delay in filing its 10-Q
for the June quarter constitutes a default under the notes."


AMORTIZING RESIDENTIAL: Moody's Cuts Ratings on 10 Certs. to Low-B
------------------------------------------------------------------
Moody's Investors Service has downgraded twenty mezzanine and
subordinate certificates from ten transactions and has confirmed
the ratings on four mezzanine and subordinate certificates from
four transactions all issued by Structured Asset Securities
Corporation's Amortizing Residential Collateral Trusts in 2001and
2002.  These certificates are secured by fixed-rate and
adjustable-rate subprime home equity loans.  Option One Mortgage
Corporation, Wells Fargo Bank Minnesota, N.A. and Aurora Loan
Services, Inc. are the master servicers for the 2001-BC1, 2001-
BC6, and 2002 transactions, respectively.

The certificates are being downgraded based on the weaker than
anticipated performance of the mortgage pools and the resulting
erosion of credit support.  Overcollateralization amounts in most
of the transactions are currently below their targets and pipeline
losses could cause further depletion of the overcollateralization
and put pressure on the most subordinate tranches.

In addition, some of the credit support deterioration can be
attributed to the deals passing performance triggers and therefore
leaking cash to subordinate tranches.  Furthermore, existing
credit enhancement levels may be low given the current projected
losses on the underlying pools.

Moody's has confirmed the current ratings on the most subordinate
certificates from the 2001-BC1, 2002-BC2, 2002-BC5, and 2002-BC10
deals.  Overcollateralization has remained stable over the last
several months and credit support is consistent with the current
ratings on these certificates.  Finally, the rating on the B class
from the 2002-BC8 was withdrawn on June 25, 2006 following its
redemption in full.

These are Moody's rating actions:

   * Issuer: Amortizing Residential Collateral Trust

     -- Series 2001-BC1; Class M1, downgraded from A3 to Baa2
     -- Series 2001-BC6; Class M2, downgraded from A2 to Baa1
     -- Series 2002-BC1, Class M2, downgraded from A2 to Baa1
     -- Series 2002-BC1, Class B,  downgraded from Baa2 to Baa3
     -- Series 2002-BC2, Class M1, downgraded from Aa2 to A3
     -- Series 2002-BC2, Class M2, downgraded from A2 to Baa1
     -- Series 2002-BC3, Class M2, downgraded from A2 to A3
     -- Series 2002-BC3, Class B1, downgraded from Baa2 to Baa3
     -- Series 2002-BC4, Class M3, downgraded from Baa2 to Ba1
     -- Series 2002-BC4, Class B1, downgraded from Baa3 to Ba2
     -- Series 2002-BC6, Class M3, downgraded from Baa1 to Baa3
     -- Series 2002-BC6, Class B, downgraded from Baa2 to Ba2
     -- Series 2002-BC7, Class B1, downgraded from Baa2 to Ba2
     -- Series 2002-BC7, Class B2, downgraded from Baa2 to Ba3
     -- Series 2002-BC7, Class B3, downgraded from Baa3 to Ba3
     -- Series 2002-BC8, Class M3, downgraded from Baa1 to Baa2
     -- Series 2002-BC8, Class M4, downgraded from Baa2 to Ba1
     -- Series 2002-BC9, Class M3, downgraded from Baa1 to Ba1
     -- Series 2002-BC9, Class M4, downgraded from Baa2 to Ba3
     -- Series 2002-BC9, Class B, downgraded from Baa3 to B1

Ratings confirmed:

     -- Series 2001-BC1; Class M2, confirmed at Baa3
     -- Series 2002-BC2, Class B, confirmed at Baa2
     -- Series 2002-BC5, Class M3, confirmed at Baa2
     -- Series 2002-BC10, Class M3, confirmed at Baa2


AMRESCO RESIDENTIAL: Moody's Junks Rating on Class B-1F Loans
-------------------------------------------------------------
Moody's Investors Service has downgraded one tranche backed by
Amresco collateral.  The collateral in the deal being downgraded
consists of fixed, subprime residential mortgage loans.

This action is being taken based on high severities on liquidated
loans as well as a constant deterioration of credit enhancement.

These are the rating actions:

   * Issuer: Amresco Residential Mortgage Trust 1998-3

     -- Class B-1F, Downgraded to Caa1, previously Ba3.


AP MILITARY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: AP Military Group Inc.
        Karen DelMarco, President
        550 Seaport Terrace
        Palm Bay, FL 32909-6581

Bankruptcy Case No.: 06-02634

Type of Business: The Debtor is a multi-line perishable contractor
                  and coordinates all orders, payments,
                  distribution, store-level services, and
                  promotional program development and
                  implementation.  See http://www.apmilitary.com/

Chapter 11 Petition Date: October 5, 2006

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Elizabeth A. Green, Esq.
                  Gronek & Latham, LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Fresh Express Inc.                 Trade Debt          $1,043,020
P.O. Box 60867
Charlotte, NC 28260-0867

Paramount Farms                    Trade Debt            $275,060
11444 Olympic Boulevard
Los Angeles, CA 90064-1544

Honolulu Poi Co.                   Trade Debt            $127,608
288 Libby Street
Honolulu, HI 96819-3950

Hampton Roads Produce Dist.        Trade Debt            $118,024
Barbara Kolenda
1106 Ingleside Road
Norfolk, VA 23502

Giorgio Fresh Co.                  Trade Debt             $73,724
P.O. Box 8500-52948
Philadelphia, PA 19179-2948

Diablo Distributing                Trade Debt             $63,614

Vitasoy USA, Inc.                  Trade Debt             $55,691

DiTomaso, Inc.                     Trade Debt             $52,874

C&C Produce                        Trade Debt             $48,433

Pomwonderful, LLC                  Trade Debt             $47,832

Mid-South Produce                  Trade Debt             $47,816

Spokane Produce                    Trade Debt             $27,525

The Produce Pro's                  Trade Debt             $26,157

Big Sky Trading                    Trade Debt             $24,990

MacDonald & Porter, Inc.           Trade Debt             $21,386

Coastal Pacific                    Trade Debt             $20,811

Galaxy Foods                       Trade Debt             $18,411

Vineyard Fruit & Vegetable Co.     Trade Debt             $15,993

Rohrer Brothers, Inc.              Trade Debt             $15,805

Colonial Fruit & Produce Com.      Trade Debt             $14,416


ARMSTRONG WORLD: Bankruptcy Exit Prompts S&P to Raise Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the building products company's emergence from
bankruptcy on Oct. 2, 2006.  The outlook is stable.

The 'BB' senior secured bank loan rating and the '2' recovery
rating on Armstrong's proposed $1.1 billion senior secured bank
facility are affirmed.  The bank loan rating was assigned on Sept.
28, 2006, based on the assumption that Armstrong would exit
bankruptcy as well as satisfy other conditions.

"Significant liquidity and a reasonable capital structure should
give Armstrong time to continue addressing the cost and demand
challenges it faces in a number of businesses," said Standard &
Poor's credit analyst John Kennedy.

"We expect the company to remain free cash flow positive and
sufficiently profitable to maintain the ratings.  We could revise
the outlook to negative if Armstrong's weak flooring products and
cabinet businesses continue to further compress overall margins
and dampen cash.  We could revise the outlook to positive if the
company is able to significantly improve its performance in these
business units, increase its cash flow, and reduce debt levels
beyond our current expectations."

Lancaster, Pennsylvania-based Armstrong has leading positions in
ceiling systems and vinyl and wood flooring; a fair balance
between residential and commercial end markets and between new
construction and remodeling activities; and adequate liquidity
upon emergence from bankruptcy.


ASARCO LLC: Wants to Advance Limited Funds to Subsidiaries
----------------------------------------------------------
ASARCO LLC seek authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to advance to its
debtor and non-debtor subsidiaries, as needed, funds not more than
$25,000, in the aggregate, per month without further Court order.

If, in any given month, the total amount of funds to be advanced
exceeds $25,000, ASARCO proposes to file a separate motion
seeking additional Court authorization before releasing any
excess funds.

The $25,000 aggregate amount is inclusive of funds paid on behalf
of the debtor subsidiaries to cover U.S. Trustee fees and
expenses related to the administration of the Reorganization
Cases, James R. Prince, Esq., at Baker Botts L.L.P., in Dallas,
Texas, informs the Court.  However, the amount does not include
funds required to pay taxes and assessments by governmental
authorities and against ASARCO's subsidiaries as a requirement to
transact business or otherwise comply with non-bankruptcy laws
and regulations.  

Accordingly, ASARCO seeks the Court's authority to advance funds
for the payment of those discretionary expenses regardless of the
dollar amount.  

ASARCO estimates that the aggregate annual amount needed in
connection with those expenses will not exceed $100,000.

Mr. Prince asserts that the advances are needed to:

   -- preserve the value of ASARCO and its subsidiaries' assets;

   -- fund ordinary course expenses;

   -- permit the debtor subsidiaries to fulfill their DIP
      obligations; and

   -- address the short-term cash needs of the subsidiaries going
      forward.

Mr. Prince further asserts that ASARCO can benefit from its
monetary advances to its subsidiaries by:

   (a) allowing it to preserve the value of its investment in
       certain subsidiaries;

   (b) allowing the Debtors to comply with their responsibility
       as debtors-in-possession; and

   (c) controlling the administrative expenses of the Debtors'
       estates by eliminating the cost and expense of multiple
       motions and court hearings each time an advance is needed.

Mr. Prince relates that since the Petition Date, ASARCO has
advanced funds to various debtor and non-debtor subsidiaries to
cover ordinary expenses.  ASARCO is filing with the Court a
notice amending its monthly operating reports from August 2005
through July 2006 to disclose the advances.

                         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: Sells El Paso Property to MEGACON LLC for $5.075 Mil.
-----------------------------------------------------------------
In an auction held on Sept. 18, 2006, Hunt Communities Holding,
L.P., submitted a bid of $5,050,000, for the purchase of the El
Paso Property.  MEGACON LLC, the stalking horse bidder for the El
Paso Property, topped Hunt's offer with a $5,075,500 bid.  No
other bids higher than MEGACON's was submitted.  

Accordingly, ASARCO has determined that MEGACON has submitted the
highest and best offer for the Property.  ASARCO has selected
Hunt's bid as the first back-up bid for the Property.  

Judge Schmidt authorizes ASARCO to sell the El Paso Property to
MEGACON for $5,075,500, free and clear of all liens.

The Court directs Del Norte Title Company to deliver the $67,500
deposit to ASARCO.  MEGACON will wire transfer an amount equal to
the cash portion of the Purchase Price, less the Good Faith
Deposit and the Break-Up Fee, in immediately available funds to
Del Norte Title Company before the Closing.

The Court notes that the real property records of the El Paso
Property reflect:

   * a valid lien filed by Russell P. Brooks, trustee, for the
     benefit of the plaintiffs in In re Voluntary Purchasing
     Groups, Inc., in the United States District Court for the
     Northern District of Texas;

   * an abstract of judgment filed by Meaney-Walsh Properties No.
     1 totaling $510,000; and

   * a judgment filed by Garry and Dianna Miller totaling
     $1,750,000.

ASARCO LLC has agreed to pay the VPG Lienholders $379,000 at the
Closing of the El Paso Property sale:

         Lienholder             Amount
         ----------             ------
         Youtz                  $4,000
         Turley                320,000
         Pendley                47,700
         Goforth/Lewis           8,200

No abstract of judgment was filed by or behalf of the Millers.  
Therefore, the Millers do not have a Lien on the Property, the
Court rules.

The Court directs ASARCO to pay $379,900 to the VPG Lienholders
in full and final satisfaction of their Lien.  ASARCO will also
set aside $510,000 of the sales proceeds as adequate protection
for the Meaney-Walsh Lien.

All persons or entities holding Liens in, to or against the
Property except for the Permitted Encumbrances will be forever
barred from asserting those Liens against MEGACON.

Hunt's Back-Up Bid will remain open and binding until the later
of the Closing or Oct. 22, 2006.  

                         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 TCS Data Contract Approved
----------------------------------------------------------------
The Official Committee of Unsecured Creditors for the Asbestos
Subsidiary Debtors and Robert C. Pate, the future claims
representative, seek authority from the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi:

   (a) enter into contracts with The Common Source Incorporated;
       and

   (b) pay The Common Source Incorporated from either the Wells
       Fargo Escrow Account or the LMI Settlement Escrow Account.

The Asbestos Subsidiary 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.

One of the pivotal issues in ASARCO LLC's bankruptcy proceeding
is the extent of its asbestos liabilities.  The Asbestos Committee
and the FCR represent the Asbestos Debtors in the Adversary
Proceeding commenced by ASARCO, seeking judgment that it has no
liability for the Asbestos Debtors' asbestos liabilities.

Parties to the Adversary Proceeding have already begun the
required substantial discovery, Jacob L. Newton, Esq., at
Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas,
relates.  Formal discovery has been served by the Asbestos
Committee and the FCR, and more than a dozen lawyers representing
the Asbestos Committee and the FCR spent six weeks in Phoenix and
Sacaton, Arizona, reviewing thousands of boxes of documents.

During the initial document review phase, the Asbestos Committee
and the FCR identified more than 1,000,000 pages of materials
that are critical to the Adversary Proceeding.  Those documents
are currently being electronically scanned into a master
database, and the Asbestos Committee and the FCR will then
undertake an even more intensive review of those documents in
preparation for the eventual trial of the Adversary Proceeding.

To assist in the practical case management issues involved with
the lawsuit, the Asbestos Committee and the FCR have negotiated
with several support firms to store and provide electronic access
to the substantial number of documents involved.

The Asbestos Committee and the FCR wish to enter into a contract
with The Common Source Incorporated for it to provide the
necessary services.  TCS will manage and maintain a remote access
document repository and document management system for the
Asbestos Committee and the FCR.

TCS will be paid monthly fees for its services:

   (a) A Monthly Management Fee:

          * $800 for the first database, and
          * $400 per additional database;

   (b) Monthly Data Storage Fee:

          * $0.005 per image for less than 1,000,000 images;

          * $0.00375 per image for more than 1,000,000 but less
            than 2,000,000 images;

          * $0.0025 per image if more than 2,000,000 images; and

          * 10% discount after one year on-line; and

   (c) A $100 Monthly Access Fee per concurrent user.

TCS will also be reimbursed for any fees, costs and expenses it
will incur while providing services to the Asbestos Committee and
the FCR.

TCS will be paid from the Asbestos Debtors' escrow accounts
established in ASARCO's bankruptcy case, including the existing
Wells Fargo Escrow Account and the Escrow Account created to
receive the proceeds of a settlement with a group of
participating London market insurance carriers.

                         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).


AUSTIN HOUSING: Moody's Affirms C Rating on $1.6 Million Bonds
--------------------------------------------------------------
Moody's Investors Service affirmed the C rating on the Austin
Housing Finance Corporation, Texas Single Family Mortgage Revenue
Bonds, Series 1984.  The amount of debt affected by this rating
action is approximately $1.6 million.  The outlook for the rating
is stable.

The C rating reflects the continuance of the program's
deteriorating financial position, evidenced by a program-asset-to-
debt ratio of an extraordinarily low 0.20 as of August 1, 2006.  
This ratio represents a decline from the November 2003 level of
0.30.  The decline in the program's PADR is the result of the
negative spread between the interest rate earned on the mortgage
loans (11.5%) and reserves (10.98%), and the rate accruing on the
bonds (12%).  As of August 1, 2006, only call-protected capital
appreciation bonds maturing in 2016 remained outstanding.

Moody's expects the erosion in the financial position will
continue.  This extreme financial erosion has led to the very
likely inability to make full and timely payment on all of the
remaining obligations when the bonds come due.  The C rating
reflects Moody's expectation that a significant portion of the
remaining debt outstanding will likely default.  

The amount of bonds likely to be affected by a default is directly
tied to the prepayment speed of the remaining 7 mortgage loans.  A
slow prepayment speed will mean more of the remaining bonds will
be paid in full, while a rapid prepayment speed will mean that all
remaining bonds will default (assuming no outside infusion of
money) with approximately 20 cents on assets to repay each dollar
of remaining bond principal.
Outlook

The outlook on the rating is stable. Due to the negative spread
between mortgage interest rates and reserve to bond interest
rates, the program will continue to deteriorate financially.
Without an infusion of moneys from outside resources, which is
unlikely, the bonds will default on the payment of principal and
interest on the bonds.


BERMUDA COMMERCIAL: Fitch Downgrades Individual Rating to C
-----------------------------------------------------------
Fitch downgraded Bermuda Commercial Bank's short-term rating
to 'F2' from `F1' and its Individual Rating to `C' from `B/C.'

Fitch also placed both ratings on Rating Watch Negative.  
BCB's Support rating remains unchanged at `5.'

Fitch believes that the legal issues and investigations
surrounding John Deuss, owner of BCB's largest shareholder and
also the bank's former Chairman, put strain on BCB's business
reputation. W hile the bank's balance sheet remains highly liquid
with satisfactory capacity to meet its financial obligations, the
company's overall funding flexibility and margin of safety have
been reduced.

As a result, Fitch lowers the short-term rating one notch to 'F2.'
The downgrade of the individual rating to `C' reflects BCB's
narrow franchise, which is largely limited to the processing
business, as well as the legal problems surrounding the
controlling shareholder.  Fitch has placed both ratings on Rating
Watch Negative, since there is near-term potential for further
adverse events and publicity.

Fitch views positively the fact that the resignations of Mr.
Deuss, former Chief Operating Officer Timothy Ulrich, and former
Director Tineke Deuss have now been made permanent.  In Fitch's
view, BCB's management team headed by Senior Vice President
Dominique Smith is experienced and capable of handling day to day
transactions.


BERT'S MEN'S: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bert's Men's Store, Inc.
        3964 Elvis Presley Boulevard
        Memphis, TN 38116
        Tel: (901) 398-8652

Bankruptcy Case No.: 06-28113

Chapter 11 Petition Date: October 6, 2006

Court: Western District of Tennessee (Memphis)

Judge: Paulette Delk

Debtor's Counsel: John L. Ryder, Esq.
                  Harris Shelton Hanover Walsh, PLLC
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084

Total Assets: $1,413,000

Total Debts:  $1,601,999

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
First Tennessee Bank, N.A.       Working Capital       $297,000
165 Madison Avenue
Memphis, TN 38103

Nike, Inc.                                             $130,950
P.O. Box 281829
Atlanta, GA 30384-1829

Stacy Adams Shoes                                       $84,640
Weyco Group
P.O. Box 88858
Milwaukee, WI 53288-0858

Williamson Dickie Mfg. Co.                              $82,192
P.O. Box 1779
Fort Worth, TX 76101-1779

Vichen Corp.                                            $80,573
12178 4th Street
Rancho Cucamonga, CA 91730

Stacy Adams                                             $71,799

Harvic International Ltd.                               $67,734

Don Mart Clothes, Inc.                                  $64,217

Berkeley Square                                         $62,507
Sportswear, Inc.

C & C Textiles/Webs Jeans Co.                           $52,236

Island Footwear                                         $51,232

Akademiks                                               $45,462

Ralph Lauren Footwear                                   $40,000

Syllables, Inc.                                         $35,683

Evolution                                               $34,149
c/o GMAC Commercial Finance

New Era Cap Company, Inc.                               $31,183

Harbor Footwear                                         $25,448

Evolution                                               $24,522
Division of Kamdar Industries

Summerfield                                             $21,232

ROC Apparel Group, LLC                                  $18,841


BLACKBOARD 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 U.S. Technology Software sectors, the rating
agency confirmed its Ba3 Corporate Family Rating for Blackboard
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
   ----------           -------  -------  ------   ----------
   $10 Million
   Senior Secured
   Revolving Credit
   Facility due 2010      Ba3      Ba3     LGD3       31%

   $70 Million
   Senior Secured
   First Lien
   due 2011               Ba3      Ba3     LGD3       31%

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

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
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%).

Blackboard Inc. (Nasdaq: BBBB - News) provides enterprise software
applications and related services to the education industry.
Founded in 1997, Blackboard enables educational innovations
everywhere by connecting people and technology.  With two product
suites, the Blackboard Academic Suite (TM) and the Blackboard
Commerce Suite (TM), Blackboard is used by millions of people at
academic institutions around the globe, including colleges,
universities, K-12 schools and other education providers, as well
as textbook publishers and student-focused merchants that serve
education providers and their students.  Blackboard is
headquartered in Washington, D.C., with offices in North America,
Europe and Asia.


BROWN SHOE: Reports $15.1 Mil. Net Income in Quarter Ended July 29
------------------------------------------------------------------
Brown Shoe Company, Inc., filed its third quarter financial
statements for the three months ended July 29, 2006, with the
Securities and Exchange Commission.

The Company earned $15.1 million on $579.3 million of net revenues
for the three months ended July 29, 2006, compared to $4 million
of net income on $551.4 million of net revenues in 2005.

At July 29, 2006, the Company had $50 million of borrowings
outstanding and $18.1 million in letters of credit outstanding
under the Credit Agreement.  Total additional borrowing
availability was approximately $281.9 million at July 29, 2006.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?1306

                     About Brown Shoe Company

Headquartered in St. Louis, Missouri, Brown Shoe Company, Inc. --
http://www.brownshoe.com/-- is a $2.3 billion footwear company  
with global operations.  The Company operates the 900+ store
Famous Footwear chain, which sells brand name shoes for the
family.  It also operates 300+ specialty retail stores in the U.S.
and Canada under the Naturalizer, FX LaSalle and Via Spiga names,
and Shoes.com, the Company's e-commerce subsidiary.  Brown Shoe,
through its Wholesale divisions, owns and markets leading footwear
brands including Via Spiga, Naturalizer, LifeStride, Nickels Soft,
Connie and Buster Brown; it also markets licensed brands including
Franco Sarto, Dr. Scholl's, Etienne Aigner, Bass and Carlos by
Carlos Santana for adults, and Barbie and Disney character
footwear for children.

                          *     *     *

As reported in the Troubled Company Reporter on June 6, 2006,
Standard & Poor's Ratings Services revised its outlook on
St. Louis, Missouri-based Brown Shoe Co. Inc. to stable from
negative.  All ratings, including the 'BB' corporate credit
rating, are affirmed.


CAL-BAY INT'L: Earns $5.4 Million in Second Quarter of 2006
-----------------------------------------------------------
Cal-Bay International, 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 earned
$5,402,094 on $313,540 of total revenues, compared with a $607,924
net loss on $0 revenue for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed $32,473,389
in total assets, $7,765,089 in total liabilities, and $24,708,300
in total stockholders' equity.

Full-text copies of the second quarter financials are available
for free at http://ResearchArchives.com/t/s?1309

                        Going Concern Doubt

Lawrence Scharfman CPA PC expressed substantial doubt about Cal-
Bay'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 need to
secure additional working capital for its planned activity and to
service its debt.

                   About Cal-Bay International

Cal-Bay International, Inc. (OTCBB: CBAY) acquires, manages, and
sells real estate.


CATALYST PAPER: Terminates Shareholder Rights Plan
--------------------------------------------------
The Board of Directors of Catalyst Paper Corporation has
terminated Catalyst's shareholder rights plan and redeemed all
outstanding rights in accordance with the plan.  The redemption
satisfies one of the conditions of the Third Avenue Management bid
and would permit Third Avenue to take up shares under the bid,
subject to the satisfaction or waiver of the remaining conditions,
including approval of the transaction under the Investment Canada
Act.

As reported in the Troubled Company Reporter on Sept. 20, 2006,
TOE LLC, a company under the direction of Third Avenue, has
extended its offer to purchase up to 39 million shares of the
Company at CDN$3.30 per share until Oct. 20, 2006.  At that time,
the Board had unanimously recommended that shareholders reject the
unsolicited offer made by Third Avenue, through CTOE.

Keith Purchase, Chairman of the Catalyst Board of Directors, said,
"Over the past two months, the Board has thoroughly evaluated a
full range of alternatives to the Third Avenue offer.  Given the
difficult industry conditions, those alternatives were limited and
the Board has concluded that an attractive alternative transaction
is not available at this time.  Having completed this process, the
Board is terminating the rights plan to enable our shareholders to
participate in Third Avenue's offer should they wish to do so."

"The Board of Directors has a number of concerns with the Third
Avenue offer that were identified in our Directors' Circular.  
Notwithstanding those concerns, we recognize that some of our
shareholders may want to take advantage of the current premium to
market that Third Avenue is offering, and we are terminating the
rights plan to permit them to do so," added Purchase.

The Board maintains the recommendation set out in the Directors'
Circular dated August 28, 2006.  Shareholders who do decide to
accept the Third Avenue offer will have to deposit the shares that
they propose to tender before the expiry of the offer, which
currently is scheduled for 5:00 p.m., Vancouver time, on
Oct. 20, 2006.

Shareholders who have questions about Third Avenue's offer (or who
may have already tendered to the Third Avenue offer and wish to
withdraw their shares) may contact Georgeson, the information
agent for Catalyst, toll free at 1-866-726-8613.

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

                           *     *     *

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


CATHOLIC CHURCH: Milwaukee Archdiocese Settles Claims for $8.2MM
----------------------------------------------------------------
The Archdiocese of Milwaukee has reached resolution with all 10
victims/survivors of clergy sexual abuse in California.  The
global agreement, which will pay the 10 victims/survivors
$16.65 million, resulted from a two-day court-ordered mediation.  
Under the agreement, the Archdiocese of Milwaukee will pay $8.25
million -- approximately half the amount -- with the remainder
being paid by insurance.

The archdiocese's financial responsibility will be fulfilled
through current financial holdings, including properties owned by
the archdiocese and the liquidation of some short- and long-term
investments.  Included in this will be the proceeds from the sale
of the Archbishop Cousins Catholic Center, which were initially
intended to benefit Saint Francis Seminary and the future
formation of men preparing for priesthood, and other property that
had been designated for future pastoral, educational or charitable
ministries of the Church.  This agreement will not affect any
parish property.  Archdiocesan officials are currently structuring
how the payment will be made.

Each of the 10 cases was filed in California under a controversial
law passed by the California Legislature in 2002 that suspended
the statute of limitations on clergy sexual abuse cases for one
year.  The abuse was committed in California by two former
diocesan priests -- Siegfried Widera, now deceased, and
Franklyn Becker, now laicized.

"Our hope, always, is to continue our progress in reaching
resolution with anyone who was a victim of clergy sexual abuse,"
said Milwaukee Archbishop Timothy M. Dolan.  "We believe this
agreement brings closure to all the cases in California and,
hopefully, provides healing for victims/survivors.  It also allows
the archdiocese to continue its work toward resolution with
victims/survivors here, and, through sacrifice, continue its
ministry and work throughout southeastern Wisconsin.  A priority
in that ministry is continued outreach to victims/survivors here
at home and diligent attention to our effective policies to see
that such abuse will not occur in the future."


CATHOLIC CHURCH: Court Wants Plans for Spokane Filed by October 30
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
directs parties in the Catholic Diocese of Spokane's Chapter 11
case to file plans of reorganization and disclosure statements,
amended or otherwise, on or before October 30, 2006.

The Bankruptcy Court will conduct a hearing from January 29
through February 2, 2007, regarding any competing plans of
reorganization filed in Spokane's Chapter 11 case.

Judge Williams will hold a status conference on the plan filings
on November 6, 2006, at 2:30 p.m. via telephone.

                         Competing Plans

The Spokane Diocese filed an amended plan and disclosure statement
in December 2005.  The Spokane Plan provides that the Diocese will
assign all of its assets together with the tort claims to a trust
on the Plan Effective Date.  The Diocese will use its property as
well as properties of 22 Spokane Parishes to pay for the tort
claims.  Tort Claimants will be paid by the Trust according to
certain abuse level categories provided in the Plan.

The Official Tort Claimants' Committee and the legal
representative for future claimants filed a rival plan in May
2006.  The Tort Claimants' Plan intends to take back from the
Diocese and transfer to a Plan Trust certain property and
contributions from Catholic entities.  The Plan Trust will serve
as the Diocese's estate representative in paying tort claims.  
The Parishes will contribute amounts to the Plan Trust equal to
the fair market appraised value of their property.

Beginning in July, the parties met before former bankruptcy judge
Zive in Reno, Nevada, and Spokane, Washington, to resolve issues
concerning the competing plans.  Those talks concluded in
September with no clear resolution of the issues.

                          Case Dismissal

Judge Williams has cautioned all parties that she will "seriously"
entertain a motion to dismiss Spokane's Chapter 11 proceeding if
the case would celebrate its two-year anniversary without a
confirmed plan.  The Diocese's second year anniversary will be on
December 6, 2006.

At a status conference in September, Judge Williams issued a
standstill order giving more time for the parties to focus on
mediation, John Stucke at the SpokesmanReview.com reports.

The Court explained that certain bankruptcy matters would need to
be rescheduled as they have been influenced by the ongoing
mediation in the bankruptcy proceeding.

Judge Williams directed the parties to refrain from any further
activity, including filing of any objections or commencing any
discovery on certain filed motions, until a status conference on
the matter on October 25, 2006, at 11:00 a.m. via telephone.

Counsel for the Spokane Diocese, the Tort Litigants Committee, the
Tort Claimants Committee, the Association of Parishes, certain
insurance companies, and certain individual claimants attended the
September status conference.  Gayle Bush, the Future Claims
Representative, Gary Dyer from the office of the United States
Trustee, and a representative of certain creditors were also
present.

                     Insurance Settlements

At the September status conference, Judge Williams rescheduled
certain matters for future hearings, including:

   (1) the settlement agreements entered by the Diocese with:

       * General Insurance Company of America and Safeco
         Insurance Company of America;

       * Indiana Insurance Company;

       * ACE Insurance Company; and

       * Oregon Auto Insurance Company;

   (2) issues relating to plans of reorganization and disclosure
       statements; and

   (3) the Diocese's objections to certain time-barred claims and
       other groups of claim.

The Court will hold a hearing on January 22, 2007, to consider
the Diocese's settlement agreements with its insurers.

Spokane's attorney, Shaun M. Cross, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, in Spokane, Washington, also advised
the Court that the Diocese will seek approval of a $4,500,000
settlement agreements with Washington Insurance Guaranty
Association and the CNA insurers -- American Casualty of Reading,
Pennsylvania; Continental Casualty Company; Continental Insurance
Company; Pacific Insurance Company; and The Glen Falls Insurance
Company.

Judge Williams directed the parties to follow these schedules:

     Schedule                             Date
     --------                             ----
     Deadline to Object to Oregon Auto
     Settlement Agreement                 October 30, 2006

     Deadline to Object to WIGA and CNA   Later of:
     Settlement Agreements                (x) Nov. 6, 2006; and
                                          (y) 23 days after the
                                          WIGA and CNA Motions
                                          are filed

     Discovery on the Insurance           To be completed by
     Settlement Motions                   December 29, 2006;
                                          Parties have 15 days to
                                          file responses

     Deadline to File Briefs in Support
     of any Objections                    January 5, 2007

     Submission of Reply Briefs           January 10, 2007

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 70; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COMPLETE RETREATS: Wants to Conduct Rule 2004 Exam on 8 Parties
---------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Connecticut for
authority pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure to examine eight individuals:

     Larry Andreini           former equityholder
     William Elliot           former equityholder
     Geoffrey Logue           former equityholder
     Larry Langer             current equityholder
     Tom Fulton               current equityholder
     Lisa Nier-Coulson        current equityholder
     Bill Randon              former officer/employee
     Peter Falk               former officer/employee

The Debtors also ask the Court to direct the Deponents to produce
certain documents.

Specifically, the Debtors seek discovery on a number of topics
including:

   -- the nature, ownership, use, sale, or other disposition of
      any property or other assets of the Debtors or any of their
      non-debtor affiliates;

   -- claims made by each Deponent to assets owned by the Debtors
      or any of their non-debtor affiliates;

   -- contracts and settlement agreements between each Deponent
      and the Debtors;

   -- income, bonuses, compensation, or transfers of any kind and
      for any purpose received or derived by each Deponent from
      any or all of the Debtors; and

   -- information concerning financing, lawsuits, the Debtors'
      financial condition, and others.

According to the Debtors, it is necessary to conduct formal
discovery at this time to fulfill their responsibilities and to
timely complete their investigation, including with respect to
the potential recovery of assets for the benefit of their
estates.

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).


COPYTELE INC: Posts $5.7 Mil. Net Loss in 3rd Qtr. Ended July 31
----------------------------------------------------------------
CopyTele, Inc., filed its financial statements for the third
fiscal quarter ended July 31, 2006, with the Securities and
Exchange Commission on Sept. 11, 2006.

For the three months ended July 31, 2006, the Company reported a
$5,799,711 net loss on $397,773 of net sales, compared with a
$3,305,542 net loss on $391,425 of net sales for the same period
in 2005.

At July 31, 2006, the Company's balance sheet showed $1,601,248 in
total assets, $291,965 in total current liabilities, and
$1,309,283 in total stockholders' equity.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?130f

                        Going Concern Doubt

Grant Thornton LLP expressed substantial doubt about CopyTele,
Inc.'s ability to continue as a going concern after it audited
the Company's financial statements for the fiscal year ended
Oct. 31, 2005.  The auditing firm pointed to the Company's net
losses and accumulated deficit of approximately $72,908,000 at the
end of fiscal 2005.  Grant Thornton issued a similar going concern
opinion after its audit of the Company's financial statements for
fiscal 2004.

                       About CopyTele, Inc.

CopyTele, Inc. -- http://www.copytele.com/-- develops, makes, and  
markets multi-functional hardware and software based encryption
products that provide information security for domestic and
international users over virtually every communications media.  
The Company also develops, makes, and markets thin, high
brightness, flat panel video displays.  The Company sells its
encryption products directly to end-users and through dealers and
distributors.


COREL CORP: 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 U.S. Technology Software sectors, the rating
agency confirmed its Caa1 Corporate Family Rating for Corel
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
   ----------           -------  -------  ------   ----------
   $75 Million
   Senior Secured
   Revolving Credit
   Facility due 2011      B3       B3      LGD3       33%

   $90 Million
   Senior Secured
   First Lien
   due 2012               B3       B3      LGD3       33%

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%).

Headquartered in Ottawa, Ontario, Corel Corporation (NASDAQ:CREL)
(TSX:CRE) -- http://www.corel.com/-- is a packaged software   
company with an estimated installed base of over 40 million users.  
The Company provides productivity, graphics and digital imaging
software.  Its products are sold in over 75 countries through a
scalable distribution platform comprised of original equipment
manufacturers, Corel's international websites, and a global
network of resellers and retailers.  The Company's product
portfolio features CorelDRAW(R) Graphics Suite, Corel(R)
WordPerfect(R) Office, WinZip(R), Corel(R) Paint Shop(R) Pro, and
Corel Painter(TM).


CREDIT SUISSE: Moody's Junks Rating on Three Class certificates
---------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class,
downgraded the ratings of three classes and affirmed the ratings
of 12 classes of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-
CF2.

These are Moody's rating actions:

   -- Class A-3, $97,711,762, Fixed, affirmed at Aaa
   -- Class A-4, $523,158,000, Fixed, affirmed at Aaa
   -- Class A-X, Notional, affirmed at Aaa
   -- Class A-CP, Notional, affirmed at Aaa
   -- Class B, $43,796,000, Fixed, upgrade to Aaa from Aa1
   -- Class C, $49,271,000, Fixed, affirmed at A2
   -- Class D, $10,949,000, Fixed, affirmed at A3
   -- Class E, $16,423,000, WAC, affirmed at Baa1
   -- Class F, $18,887,000, Fixed, affirmed at Baa2
   -- Class G, $13,960,000, Fixed, affirmed at Baa3
   -- Class H, $16,423,000, Fixed, affirmed at Ba1
   -- Class J, $21,898,000, Fixed, affirmed at B2
   -- Class K, $8,211,000, WAC, affirmed at B3
   -- Class L, $9,306,000, WAC, downgraded to Caa2 from Caa1
   -- Class M, $9,854,000, WAC, downgraded to Ca from Caa3
   -- Class N, $5,474,000, Fixed, downgraded to C from Ca

As of the September 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 24.6%
to $850.6 million from $1.1 billion at securitization.  The
Certificates are collateralized by 142 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% to 5.9% of the pool, with the top 10 loans
representing 35.5% of the pool. Sixteen loans, representing 18.0%
of the pool, have defeased and are secured by U. S. Government
securities.

Twelve loans have been liquidated from the pool, resulting in
aggregate realized losses of approximately $12.2 million.  Four
loans, representing 3.1% of the pool, are in special servicing.
Moody's has projected aggregate losses of approximately $11.4
million for all of the specially serviced loans.   Thirty-nine
loans, representing 26.9% of the pool, are on the master
servicer's watchlist.

Moody's was provided with full-year 2005 operating results for
approximately 92.7% of the performing loans. Moody's loan to value
ratio for the conduit component is 85.8%, compared to 88.2% at
Moody's last review in September 2005 and compared to 82.9% at
securitization.  Moody's is upgrading Class B due to increased
credit support and stable overall pool performance.   Class B was
upgraded on August 2, 2006 and placed on review for further
possible upgrade based on a Q tool based portfolio review (see "US
CMBS: Q Tool Based Portfolio Review Results in Numerous Upgrades,"
Moody's Special Report, August 2, 2006).  Moody's is downgrading
Classes L, M, and N due to realized and anticipated losses on the
specially serviced loans.

The top three loan exposures represent 16.3% of the outstanding
pool balance.  The largest conduit loan is the First Union
Building Loan ($50.5 million - 5.9%), which is secured by a
commercial condominium unit consisting of 24 floors (6 through 29;
626,594 square feet ) of two adjacent office buildings (First
Union Building and the adjoining Witherspoon Building).  Built in
1927 and renovated in 1996, the Class A prewar office buildings
are located in the CBD of Philadelphia, Pennsylvania.

The largest tenant is First Union National Bank ("First Union";
merged with Wachovia Bank, N.A. - Moody's senior unsecured rating
Aa2; stable outlook), which currently occupies approximately 41.8%
of the property on a lease expiring in September 2010. First Union
exercised an early termination option on approximately 95,000
square feet (15.1%) at the end of 2004.  The second largest tenant
is Montgomery, McCracken, Walker (29.0% NRA; lease expiration July
2011).  The property is currently 89.4% occupied, compared to
82.8% at last review and compared to 95.0% at securitization.  The
loan is on the master servicer's watchlist due to a decrease in
debt service coverage caused by First Union vacating part of their
space and with the replacement tenants paying less rent and
escalation charges.  Moody's LTV is 86.5%, compared to 86.7% at
last review and compared to 85.1% at securitization.

The second largest loan is the 8000 Marina Boulevard Office
Building Loan ($44.6 million - 5.2%) which is secured by a 194,000
square foot, eight-story, Class A office building located in
Brisbane approximately eight miles south of San Francisco,
California.  Constructed in 1999, the property is situated two
miles north of San Francisco Airport.  The loan was assumed in May
2006 by the new sponsors; Broadway Investment Domestic REIT and
Broadway Investment REIT.

Tenants include IGN Entertainment (31.5% NRA; lease expiration
December 2009) and Shopping.com (20.1% NRA; lease expiration
January 2007).  Market conditions have weakened significantly
since securitization.  The property was 100.0% leased at
securitization with average in-place rent of approximately $49.00
per square foot compared to the current in-place rent of $24.00
per square foot.  The property is currently 100.0% leased,
compared to 87.1% at last review. Despite the increase in
occupancy, the rents are substantially below securitization levels
and 100.0% of the leases expire before loan maturity.  The loan is
on the master servicer's watchlist due to low debt service
coverage.  Moody's LTV is in excess of 100.0%, the same as at last
review.

The third largest loan is the CNN Building Loan ($43.7 million -
5.1%), which is secured by a 292,000 square foot, 11-story office
building located in Washington, D.C. Built in 1990, the facility
is located in the Capital Hill submarket adjacent to Union
Station.  The property is 100.0% occupied, compared to 90.9% at
last review and compared to 99.0% at securitization.  The building
serves as the regional headquarters of the CNN cable network
(parent company Time Warner Inc. - Moody's senior unsecured bank
credit facility rating Baa2; stable outlook), which occupies
approximately 29.0% on a lease expiring in December 2010. GSA
tenants occupy 42.2% of the space.  The current overall in-place
rent is below market. Moody's LTV is 69.4%, compared to 73.0% at
last review and compared to 81.8% at securitization.

The pool's collateral is a mix of office (41.7%), retail (20.9%),
U.S. Government securities (18.0%), multifamily and mobile home
(10.2%), lodging (4.2%), industrial (3.9%), and CTL (1.1%).  The
collateral properties are located in 34 states and Washington,
D.C.  The highest regional concentrations are California (16.0%),
Pennsylvania (10.2%), New York (9.9%), Illinois (8.8%) and
Washington, D.C. (6.3%).  All of the loans are fixed rate.


DANA CORPORATION: Martinez Group Wants Administrative Claim Paid
----------------------------------------------------------------
The Martinez Group Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to direct Dana Corporation to pay
$259,041 as an administrative expense for goods received within 20
days of the Debtor's bankruptcy filing.

The Martinez Group says it has not received payment for the goods
it delivered in the ordinary course of the Debtor's business.  
According to the Martinez Group, the Debtor has paid other
vendors their claims pursuant to Section 503(b)(9) of the
Bankruptcy Code when the vendors threatened not to ship parts,
which threat could disrupt the Debtor's supply chain.  Martinez
tells the Court that it has not done that and has continued
supplying the Debtors with products postpetition.

Martinez points out that it is a small company and the Debtor's
continued failure to pay for the goods is causing a financial
hardship on it.

                      About Dana Corporation

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


DANA CORPORATION: Has Until December 31 to Decide on 17 Leases
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the separate stipulations Dana Corporation and its
debtor-affiliates entered into with certain lessors extending the
time for the Debtors to decide whether to assume or reject 17
unexpired non-residential real property leases until Dec. 31,
2006.

The Leases are:
                                       
Landlord                  Location                    Lease Date
------                    --------                    ----------
Eisenhower Commerce       Ann Arbor, Michigan         12/15/1997
PR I Bell Tech            Bell, California            12/01/1999
Robert M. Sander          Blacklick, Ohio             08/01/1999
Dura-Craft Millwork       Camden, Tennessee           05/01/2005
CK Northpark XIII         Charlotte, North Carolina   01/01/1998
Crosspoint Industrial     Charlotte, North Carolina   11/01/2003
Dana Commercial Credit    Danville, Kentucky          04/01/1990
Johnston Properties       Elmhurst, Illinois          08/01/2003
Circleport Reflections    Erlanger, Kentucky          10/01/2000
Trammell Crow             Lenexa, Kansas              11/15/1991
Trammell Crow             Lenexa, Kansas              03/21/2005
Kinsley Equities II       Mechanicsburg, Pennsylvania 12/16/2000
Stone Mountain            Orangeburg, South Carolina  01/01/2003
Dana Commercial Credit    Russellville, Arkansas      09/01/2000
Louis & Dianne Bernadicou Stockton, California        03/01/1968
Dana Commercial Credit    Stockton, California        07/01/1995
Liberty Property          Stockton, California        10/01/2005

                      About Dana Corporation

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


DANA CORP: Inks Pact Extending Dana Credit's Claim Filing Deadline
------------------------------------------------------------------
Non-debtor Dana Credit Corporation is a subsidiary of Dana
Corporation and its debtor-affiliates.  The Debtors and DCC
asserted various claims against each other related to transfers,
loans, other business relationships and the conduct of the parties
over the years.

Certain Noteholders from DCC also asserted various claims against
the Debtors and DCC.

The Noteholders are:

      * Angelo, Gordon & Co.,
      * Banc of America Securities,
      * Bear Stearns & Co.,
      * Blackstone,
      * Canyon Capital Advisors, LLC,
      * Castle Creek Partners,
      * Citigroup Distressed Debt,
      * CRT Capital Group,
      * Delaware Investments,
      * DK Partners,
      * Durham Asset Management, L.L.C.,
      * Fortress Investment Group, LLC,
      * Franklin Mutual Advisors, LLC,
      * Gruss & Co.,
      * Harvest Management, LLC,
      * Intermarket Corp.,
      * JP Morgan Chase,
      * Mast Capital, LLC,
      * MBIA Asset Management,
      * Merrill Lynch, Inc.,
      * Par IV Capital Management,
      * Plainfield Asset Management,
      * Polygon Investment Partners, LP,
      * Quadrangle Group, LLC,
      * Silverpoint Capital,
      * St. Paul Travelers,
      * Stonehill Capital Management, LLC,
      * Taconic Capital,
      * Talek Investments, and
      * York Capital Management, L.P.,

The U.S. Bankruptcy Court for the Southern District of New York
has set Sept. 21, 2006, as the last day for creditors to file
their claims against the Debtors.

Accordingly, the parties stipulate to extend the Bar Date solely
for DCC and the Noteholders until Oct. 23, 2006.

                      About Dana Corporation

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


DATATEL 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 U.S. Technology Software sectors, the rating
agency confirmed its B1 Corporate Family Rating for Datatel 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
   ----------           -------  -------  ------   ----------
   $35 Million
   Senior Secured
   Revolving Credit
   Facility due 2010      B1       Ba3     LGD3       33%

   $140 Million
   Senior Secured
   First Lien
   due 2011               B1       Ba3     LGD3       33%

   $70 Million
   Senior Secured
   Second Lien
   due 2011               B3       B3      LGD5       86%

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

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
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%).

Datatel Inc., headquartered in Fairfax, Virginia, is a provider of
enterprise applications software for the higher education market.


DAYTON SUPERIOR: Planned $150 Mil. IPO Cues S&P's Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings,
including its 'CCC+' corporate credit rating, on Dayton, Ohio-
based Dayton Superior Corp. on CreditWatch with positive
implications in response to Dayton's planned $150 million common
stock IPO.

"The CreditWatch placement reflects the potential for improved
liquidity and lower debt leverage if the IPO is successful," said
Standard & Poor's credit analyst Lisa Tilis.

Dayton Superior expects:

   * to use the proceeds to repay $40 million of outstanding
     borrowings under its revolving credit facility;

   * use the remaining proceeds to repurchase a portion of its
     outstanding $155 million 13% senior subordinated notes due
     2009; and

   * pay related accrued interest, fees, and expenses.

While Dayton should generate cash in the remainder of 2006, the
company continues to be challenged by high seasonal working
capital needs and is highly susceptible to cyclical end markets
and volatile raw material costs.

If the IPO is not successful, Standard & Poor's would likely
affirm the ratings, as the rating agency would expect liquidity to
remain constrained, even with improved earnings.  Standard &
Poor's will review the progress of Dayton's IPO, liquidity, and
financial projections before taking any further rating action.


DELPHI CORP: Status Hearing on CBA Rejection Moved to October 19
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
further adjourns hearings on Delphi Corp and its debtor-
affiliates' motions to reject collective bargaining agreements and
modify retiree benefits under Sections 1113 and 1114 of the
Bankruptcy Code and for authority to reject after notice certain
commercial contracts with General Motors Corp. under Section 365
of the Bankruptcy Code.

Delphi is seeking to reject its collective bargaining agreements
with unions and to modify obligations to provide insurance
benefits for its hourly retirees.  To restructure its U.S.
operations, Delphi is planning to cut 4/5 of its 33,100 U.S.
hourly workers, close 21 of its 29 U.S. union plants and slash
wages and benefits for workers who stay.

The Section 1113-1114 proceedings began May 9, 2006, with opening
statements by Delphi, the UAW, other objecting unions -- IUE-CWA,
USW, IAM, IBEW and IUOE -- the Official Committee of Unsecured
Creditors and others.

The 1113/1114 and Section 365 motion hearings were previously
adjourned on Sept. 18, 2006.  The Court has scheduled chambers
conferences on October 19, 2006, for status and scheduling
purposes with Delphi and the respondents to each motion.

The action follows a chambers conference conducted by the Court
on Sept. 28, 2006, and discussions between Delphi and its major
stakeholders including its statutory committees, labor unions and
GM.  The adjournments are intended to allow the parties to
continue to focus on ongoing commercial and labor discussions,
Delphi says.

Judge Robert Drain directs the Debtors to advise parties by
Oct. 17, 2006, whether at the October 19 status conference, the
Debtors intend to ask the Court to schedule trial dates or further
status conferences to provide additional time for negotiations.

"I think there are important differences that continue to
separate the parties and the parties continue to address those
differences," Delphi attorney John Wm. Butler, Jr., Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, told Bloomberg News.  
"Delphi is intensely focused on a consensual resolution."

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: Settles with Retirees on Benefit Changes
---------------------------------------------------
Delta Air Lines and the non-pilot retiree committee in its
bankruptcy case reached agreement on Oct. 5, 2006, over
significant changes to retiree medical benefits.  The changes will
help Delta to save tens of millions of dollars in the years ahead
and will help it to exit bankruptcy, but also preserve some key
benefits.  "We worked hard together to maintain some of the most
critical benefits for the retirees who built this airline," said
Cathy Cone, chair of the committee appointed by the bankruptcy
court, "while recognizing the critical need to cut cost to save
the company they built."

Bankruptcy law gives special protection to retiree medical
benefits, including limited protections from changes during a
Chapter 11 case.  "There are no happy faces in bankruptcy court,"
explained Dean Gloster of San Francisco's Farella, Braun & Martel,
attorney for the retiree committee.  "But Delta agreed to
protections for the remaining retiree medical benefits that we
could never have gotten in litigation."  Among other things, the
agreement between Delta and the retiree committee continues -- at
a reduced rate -- subsidies for the tens of thousands who left
Delta under early retirement programs and for retirees who are 65
and older.  It also includes provisions to reduce the hardship to
individual retirees affected by the changes and will give
bankruptcy claims to those whose benefits are reduced.  If
approved by the U.S. Bankruptcy Court for the Southern District of
New York, the benefit changes will become effective on January 1,
2007.  The retiree committee is also working with Delta to try to
provide a better value medical and prescription drug program for
those 65 and older.

Previously, Delta Chief Financial Officer Ed Bastian had
identified retiree medical benefits as a key remaining cost that
Delta had to reduce in its restructuring effort.  Rob Kight, Vice
President of Compensation, Benefits and Services, said,
"Throughout this very difficult and regrettable process, we
appreciated the retiree committee's constructive work that
recognized the very complex circumstances and the vastly different
needs of Delta retirees and survivors.  Together we created
solutions which have addressed this situation sensitively and
equitably within the range of what the company can now afford."

"We know that cutting costs in this bankruptcy was a matter of the
company's survival," said Ms. Cone.  "In 2011 and 2013, when some
of the new protections for benefits end, we hope Delta will be a
much stronger company in position to continue those benefits, to
take care of its retirees on small fixed incomes, because these
benefits are also a matter of survival for them."

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.


DOLLAR FINANCIAL: S&P Upgrades Counterparty Credit Rating to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on Dollar Financial Group Inc. to
'BB-' from 'B+'.  The outlook is stable.

At the same time, Standard & Poor's assigned a bank loan rating of
'BB-' and a recovery rating of '3' to the senior secured bank
loans borrowed by Dollar subsidiaries National Money Mart Co.
($295 million) and Dollar Financial U.K. Ltd. ($80 million),
indicating a meaningful (50%-80%) recovery of principal in the
event of a payment default.

The senior secured revolving credit facilities of Dollar ($75
million) and NMM ($25 million) were also rated 'BB-'.

"The refinancing of Dollar's existing senior debt into its foreign
subsidiaries drives the rating change, as substantial interest tax
shields will now be utilized to reduce the company's high
effective tax rate," said Standard & Poor's credit analyst Rian M.
Pressman, CFA.

Additionally, the reduction of Dollar's U.S. expense base
increases the probability that the company's substantial net
operating loss carry-forwards can finally be utilized.  The
reduction of Dollar's tax burden unleashes real value, as funds
that had formerly been dedicated to pay cash taxes can be
reinvested profitably or used to pay down outstanding debt.

Other factors supporting the rating change include:

   * the continued strong performance of Dollar's core check-
     cashing/payday-lending franchise;

   * the relatively low credit risk profile of its lending
     products; and

   * its strong market position, especially in overseas markets.

Limiting rating factors include Dollar's poor capitalization
(negative tangible equity), high leverage, and moderate interest
coverage.

Additionally, like all companies operating in this segment of the
consumer finance industry, legislative/regulatory risk remains a
factor.  Product and geographic diversification mitigate this
exposure, as do the significant resources the company is able to
dedicate to compliance and risk management compared to its smaller
competitors.

The stable outlook is based on Dollar's proven ability to continue
growing its franchise while successfully navigating the
legislative/regulatory and competitive environment in its key
markets.

Positive ratings action may occur if the company significantly
reduces leverage, improves profitability, and maintains adequate
credit quality metrics.  Upside potential is limited by the lack
of tangible equity.

Although Standard & Poor's recognizes that short-term cash
advances do not require as much equity support as term-lenders or
other long-term investors, the lack of tangible equity leaves debt
repayment entirely dependent on cash flow.

Negative ratings actions could result from increased leverage,
reduced profitability, or adverse legislative/regulatory actions.


ELBA RODRIGUEZ: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Elba Rivera Rodriguez
        P.O. Box 52106
        Toa Baja, PR 00950

Bankruptcy Case No.: 06-03755

Type of Business: The Debtor is a shareholder of Boulevard
                  Pharmacy Corp., which filed for chapter 11
                  protection on December 14, 2005 (Bankr. D. P.R.
                  Case No. 05-13064).

Chapter 11 Petition Date: October 5, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Winston Vidal-Gambaro, Esq.
                  Winston Vidal Law Office
                  P.O. Box 193673
                  San Juan, PR 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114

Total Assets:   $109,629

Total Debts:  $1,477,200

Debtor's Seven Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Banco Popular de Puerto Rico       Bank Loan           $1,356,572
Division Department de Quiebras
P.O. Box 362708
San Juan, PR 00936-2708

Luis Ernesto Franco                Trade Debt             $66,300
P.O. Box 192201
San Juan, PR 00919

Cooperativa Ahorro y               Bank Loan              $20,825
Credito de Arecibo
P.O. Box 1056
Arecibo, PR 00613-1056

Banco Santander Puerto Rico        Bank Loan              $17,693
P.O. Box 362589
San Juan, PR 00936-2589

Cooperativa Ahorro y               Bank Loan               $9,266
Credito Pepiniana
P.O. Box 572
San Sebastian, PR 00685

Citi Card                          Trade Debt              $1,281

Jose A. Torres Ortiz               Trade Debt                  $1


ELETROPAULO METROPOLITANA: Fitch Lifts $200MM Bonds' Rating to BB-
------------------------------------------------------------------
Fitch Ratings upgraded Eletropaulo Metropolitana Eletricidade de
Sao Paulo S.A.'s local and foreign currency issuer default ratings  
and the company's five-year $200 million bond issuance to 'BB-'
from 'B+'.

In addition, Fitch upgraded Eletropaulo's national long-term
rating to 'A(bra)' from 'BBB+(bra)' and its eighth and ninth
debentures issuances, as well as its bank credit facility, Cedula
de Credito Bancario, of BRL300 million.  The Rating Outlook for
all corporate ratings is Stable.

The rating action reflects the company's improving financial
profile, strong internal cash flow generation; moderate regulatory
risk and favorable economic conditions.  Eletropaulo has benefited
by its growing free cash flow, which has allowed the company to
reduce leverage and improve its financial flexibility.  The
company's debt profile has also shown improvement due to lower
financing costs and the extension of debt maturities.

Further, cash flow is expected to increase over the next two years
as Eletropaulo extends the funding of its pension obligations with
Fundacao CESP.  Pension fund obligations are approximately BRL2.2
billion and represent 45% of total debt at June 2006.

Eletropaulo obtained an extension of payment terms to 2022 from
2008 and 2017, under the 2 existing agreements with Fundacao Cesp,
which will reduce payments by approximately BRL600 million until
December 2008.  

Eletropaulo's indirect controller, Brasiliana Energia S.A.,
reduced debt by approximately $600 million through the sale of
Eletropaulo's shares held by AES Transgas Empreendimentos S.A.,
which should also increase financial flexibility, decrease
pressure to pay dividends and allow better access to new credit
lines.

Eletropaulo's financial profile is consistent with the new rating
category with low leverage and strong interest expenses coverage.
Financial leverage as measured by total debt to LTM adjusted
EBITDA was 2.3x at June 30, 2006, and 2.6x in year-end 2005.

On an adjusted basis, excluding extraordinary and non recurring
items, Eletropaulo reported an EBITDA of BRL2.1 billion for the 12
month period ended June 30, 2006, compared with BRL1.9 billion for
year end 2005 and BRL1.7 billion for 2004.

Projected operating cash flow is expected to be sufficient to meet
scheduled debt-service payments and capital expenditures over the
next few years.  Debt issuances during the past two years has
lengthened the average life of the company's debt and reduced
financing costs.

Going forward, the company is expected to maintain a balanced
capital structure consistent with a total debt-to-adjusted EBITDA
ratio between 2.5x and 3.0x.  Credit-protection measures should
continue to strengthen over the next year, supported by growth in
operating income and cash flow, an amortizing debt structure, as
well as lower financing cost, improved efficiencies and a more
favorable economic environment.

Regulatory risk continues to moderate.  In 2004, Brazil approved a
new electric energy industry model that has provided a degree of
certainty with respect to tariff adjustments and stabilized
business risk.

Over the last three years, the company has received tariff
adjustments sufficient to maintain satisfactory cash flow
generation.  Revenues and adjusted EBITDA were supported by an
18.6% average tariff increase in July 2004 and 2.1% increase in
July 2005.  Revenue and adjusted EBITDA are expected to improve
somewhat over the next year due to an 11.5% tariff adjustment in
July 2006.

Eletropaulo's electric distribution concession lies in a high
income service area, which should benefit from an improving
economic environment.  Regulation requires distributors to
contract 100% of their forecasted energy demand which are passed-
through to the end-users.  Regulation limits energy cost pass-
though to 103% of forecasted demand, which somewhat adds to
business risk.

New rules also contemplate the pass-through of non-manageable
costs, which permits reduction of operational risks and better
predictability in the operational activity of energy distribution.

Eletropaulo is the largest electricity distributor in Brazil, in
terms of revenues and volumes sold (31.634 GWh in 2005).  The
company is indirectly owned by Brasiliana Energia, which is owned,
in turn, by AES Group and BNDES.  Brasiliana Energia owns 76.4% of
Eletropaulo's voting shares and 15.5% of its preferred shares.


ENRON CORP: Gets $19.75 Mil. from Fleet Financial to Settle Suits
-----------------------------------------------------------------
Enron Corp. reached an agreement with FleetBoston Financial Corp.
and Fleet National Bank and certain of their affiliates, which
merged into Bank of America, N.A. and is the successor to Fleet
National Bank, to settle the MegaClaims litigation and an
avoidance action to recover preferential transfers in connection
with Enron's Commercial Paper litigation.  Pursuant to the terms
of the settlement, Fleet Financial will pay Enron $10.4 million to
settle the MegaClaims litigation and $9.35 million to settle the
Commercial Paper litigation.  Fleet Financial did not admit
liability or wrongdoing and both parties agreed to settle the
litigation to avoid the costs and uncertainties of further
proceedings.

"We are gratified by the additional progress we have made to date
in the MegaClaims litigation and remain eager to reach resolution
with the remaining financial institutions," said John J. Ray III,
Enron's President and Chairman of the Board.

Remaining MegaClaim defendants include Citigroup Inc., Deutsche
Bank AG and Barclays PLC.

The settlement remains subject to the execution of definitive
agreements and the approval of the U.S. Bankruptcy Court for the
Southern District of New York.

Enron is represented in this matter by Susman Godfrey LLP; Togut,
Segal & Segal; and Venable LLP.

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


ENTERGY NEW ORLEANS: Court Approves $800,000 AMICO Settlement Pact
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
approved Entergy New Orleans Inc.'s Settlement Agreement with
American Motorists Insurance Company, which provides that:

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

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

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

As reported in the Troubled Company Reporter on Sept. 20, 2006,
from 1948 and 1985, Ebasco Services, Inc., constructed a number of
powerhouses for the Debtors, including the Michoud Steam Electric
Station Unit 1 and Unit 3 for ENOI.

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

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

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

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

                           About Entergy

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


EPICOR SOFTWARE: 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 U.S. Technology Software sectors, the rating
agency confirmed its B2 Corporate Family Rating for Epicor
Software 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
   ----------           -------  -------  ------   ----------
   $100 Million
   Senior Secured
   Revolving Credit
   Facility due 2009      B1       Ba3     LGD2       27%

   $100 Million
   Senior Secured
   First Lien
   due 2012               B1       Ba3     LGD2       27%

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%).

Headquartered in Irvine, California, Epicor Software Corporation
is a provider of enterprise resource planning, customer
relationship management, and supply chain management software and
solutions to mid-market companies worldwide.


E.SPIRE COMMUNICATIONS: Hires Bederson & Company as Accountant
--------------------------------------------------------------
Gary F. Seitz, Esq., the chapter 7 trustee appointed in e.Spire
Communications Inc. and its debtor-affiliates' liquidation
proceedings, asks the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Bederson & Companyy LLP, as his
accountant, nunc pro tunc to June 20, 2006.

Bederson & Company is expected to:

     a) meet with and advise the chapter 7 trustee and counsel on
        matters concerning case administration, as necessary;

     b) perform any other analyses as required by the chapter 7
        trustee;

     c) assist the chapter 7 trustee and his retained
        professionals in analyzing and challenging, as necessary,
        the claims filed against the Debtors' estates;

     d) assist the chapter 7 trustee and his retained
        professionals in analyzing and challenging, as necessary,
        the claims filed against the Debtors' estates;

     e) perform any accounting services as may be required for
        the chapter 7 trustee to administer these cases;

     f) perform any auditing and "forensic accounting" services
        as required for the chapter 11 trustee to administer
        these cases;

     g) render such other assistance as the chapter 7 trustee and
        counsel may deem appropriate.

Timothy J. King, CPA, a partner at Bederson, discloses that the
firm's professionals current rates are:

     Designation                 Hourly Rate
     -----------                 -----------
     Partners                    $360 - $410
     Managers                    $200 - $265
     Senior Accountants              $185
     Staff Associates                $120
     Administrative Support          $105

Mr. King assures the Court that his firm does not hold any
interest adverse to the Debtors' estates and is a "disinterested
person" as that term defined in Section 101(14) of the Bankruptcy
Code.

Mr. King can be reached at:

     Timothy J. King, CPA
     Bederson & Company LLP
     405 Nothfield Avenue
     West Orange, New Jersey 07052
     Tel: (973) 736-3333
     Fax: (888) 222-8268
     http://www.bederson.com/

Headquartered in Columbia, Maryland, e.Spire Communications was a
facilities-based integrated communications provider, offering
traditional local and long distance Internet access throughout the
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on March 22, 2001 (Bankr. Del. Case No.
01-00974).  Chad Joseph Toms, Esq., and Domenic E. Pacitti, Esq.,
at Saul Ewing LLP, and James E. O'Neill, Esq., at Pachulski,
Stang, Ziehl, Young & Jones, represented the Debtors in their
chapter 11 proceedings.  The Court converted the Debtors' chapter
11 cases to chapter 7 liquidation proceedings on May 6, 2006.
Francis A. Monaco Jr., Esq., and Joseph J. Bodnar, Esq., at
Monzack and Monaco, P.A., represented the Official Committee of
Unsecured Creditors prior to the Debtors' cases being converted to
chapter 7.  When the Debtors filed for protection from their
creditors, they listed $911.2 million in total assets and
$1.4 billion in total debts.

Gary F. Seitz, Esq., formerly the Court-appointed Chapter 11
Trustee, has also been appointed as the Chapter 7 Trustee in the
Debtors' liquidation proceedings.  Daniel K. Astin, Esq., and
Anthony M. Saccullo, Esq., at The Bayard Firm; Erin Edwards, Esq.,
at Young Conaway Stargatt & Taylor LLP; and Deirdre M. Richards,
Esq., at Obermayer Rebmann Maxwell & Hippel LLP, represent Mr.
Seitz.


FLOWSERVE CORP: S&P Affirms BB- Rating with Stable Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services raised its short-term
rating on Flowserve Corp. to 'B-2' from 'B-3'.

All other ratings on the Irving, Texas-based engineered pumps
manufacturer, including its 'BB-' long-term corporate credit
rating, were affirmed.  The outlook is stable.

"The higher short-term rating reflects Flowserve's current filing
status and improving liquidity profile," said Standard & Poor's
credit analyst John R. Sico.

This profile includes adequate cash, ample availability on its
credit facility, minimal maturities, and good free cash flow
generation.

Flowserve has become current on all its required filings with the
SEC.  It has previously restated its financial results for 2000
through 2004.  These restatements primarily included:

   * adjustments for inventory valuation;
   * long-term contract accounting;
   * intercompany accounts;
   * pension accruals;
   * intangibles; and
   * income taxes.

The changes, in part, stemmed from weaknesses cited by the company
in its internal control procedures, complicated by decentralized
global operations with multiple information systems -- issues that
the company is addressing.

Flowserve reported that the cumulative net reduction in net income
for the periods restated was about $36 million and that the
restatement primarily affected the years before 2004.

Importantly, the SEC has ended its investigation related to
Flowserve's restatements without recommending any enforcement
action.  The outcome of pending shareholder lawsuits is uncertain;
a significant negative outcome is not factored in the rating.

The rating has been unaffected by these accounting issues, which
have not hurt cash flow and whose effects have otherwise been, in
our view, immaterial.  Flowserve's debt-reduction and bookings
trends also limit the effects of these restatements.  The company
refinanced its debt in 2005 and reported that bookings for 2005
increased about 14% from 2004.

This trend continues into 2006 with first half bookings up 30%
over the prior year, and good business conditions exist in all of
its divisions.  Flowserve has won major project orders that may
lead to significant aftermarket business in the future.


FONIX CORP: Units File for Chapter 7 Liquidation in Delaware
------------------------------------------------------------
Fonix Corporation discloses a significant restructuring and
liquidation of its telecom subsidiaries.  LTEL Holdings, Inc.,
LecStar DataNet, Inc., LecStar Telecom, Inc. and Fonix Telecom,
Inc. filed for bankruptcy protection on Oct. 2, 2006 in Delaware
pursuant to Chapter 7 under the U.S. Bankruptcy Code.  A trustee
has been appointed to liquidate the assets of those entities.  
Except as to the consolidated financial statements, those filings
do not affect the operations of Fonix Corporation or Fonix Speech,
Inc.

"During the last 12 months of mounting regulatory pressure and
aggressive price increases from the incumbent telecom service
providers, particularly BellSouth, the business model for our
telecom assets became unsustainable," says Thomas A. Murdock,
Chairman and CEO, Fonix Corp.  "The liquidation is primarily the
result of BellSouth's actions to collect its account payable
without respect to the arbitration process provided in LecStar's
Interconnect Agreement with BellSouth.  We believe LecStar has
substantial and meritorious billing disputes with BellSouth that
exceed the payable, but BellSouth acted unilaterally and ceased
settlement negotiations without notice.  Prior to this filing, the
telecom group pursued various alternatives to restructure business
operations including significantly reducing operating costs by
outsourcing all call center and billing functions and the sale of
all assets.  In the end, however, the BellSouth position became an
insurmountable hurdle for any interested third-party buyer."

Further, Fonix has learned that McCormack Avenue, Ltd., the holder
of significant debt associated with Fonix's purchase of the
telecom group, has noticed a foreclosure action of Fonix's stock
of LTEL Acquisition Inc., the sole shareholder of LTEL Holdings
Inc.  The foreclosure action is scheduled to occur on or before
Oct. 20, 2006.

"The liquidation of the telecom group and subsequent foreclosure
action by McCormack will eliminate approximately $17 million of
accrued liabilities on the Fonix consolidated balance sheet," says
Roger D. Dudley, Executive VP and CFO, Fonix Corp.  "While
consolidated annual revenues will decrease due to the liquidation
of the telecom subsidiaries, consolidated operating losses will
also dramatically decrease.  Going forward, management will focus
energy on Fonix Speech's award-winning speech technologies without
the financial burden of the telecom operations and liabilities.  
Management will concentrate sales and marketing efforts toward
increasing revenue in the high-margin speech interface markets
with particular focus on embedded devices such as electronic
dictionaries in Asia, console-based videogames, and mobile phones
and PDAs."

Financial results reflecting the liquidation and McCormack
foreclosure action will be reported in the Company's 10-K and
audited financial statements for the period ending December 31,
2006.

                           About Fonix

Based in Salt Lake City, Utah, Fonix Corporation (OTCBB: FNIX) --
http://www.fonix.com/-- is an innovative speech recognition and  
text-to-speech technology company that provides value-added speech
solutions through its wholly owned subsidiary, Fonix Speech, Inc.  
Interactive speech technologies allow Fonix to provide customers
with comprehensive cost-effective solutions to enhance and expand
their communications needs.

The Company's equity deficit widened to $21,095,000 as of
June 30, 2006, from a $15,226,000 deficit at Dec. 31, 2005.

                       Going Concern Doubt

Hansen, Barnett & Maxwell, the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's balance sheet for the
year ending Dec. 31, 2005.  The auditor pointed to the Company's
significant losses; negative cash flows from operating activities
for three years; and negative working capital.


GENERAL MOTORS: Jerome York Resigns from Board of Directors
-----------------------------------------------------------
General Motors Corporation has received Jerome B. York's
resignation from the GM Board of Directors, effective Oct. 6,
2006.

Under the direction of the GM Board, the Company remains focused
on its North America turnaround, where GM is making real progress,
progress that is well ahead of what some skeptics thought
possible.  Over the past 12 months, GM has implemented several
fundamental moves -- in health care, manufacturing capacity,
hourly attrition, salaried and executive headcount and benefits,
asset sales and liquidity enhancements, acceleration of key
product launches, introduction of the industry's best warranty,
and completely revamping its marketing strategy.  These actions
are already yielding very significant and needed improvement in
our results -- more than $9 billion in yearly cost savings on a
running rate basis by the end of 2006, and record revenues in the
first two quarters of this year, to name but two significant ones.

General Motors is focused on several other key matters, as well:

   * the successful resolution of Delphi and closing the GMAC
     transaction in the fourth quarter;

   * on the acceleration of the GM Europe turnaround; and

   * continued profitable growth, especially in Asia and South
     America.

With respect to the comments on the Renault-Nissan alliance study
in Tracinda's 13D filing, the decision to end the equity alliance
discussions was unanimously approved by the GM Board, which
consists of 12 directors, 11 of whom are independent of
management.  The management of all three companies and receipt of
advice on the proposal by two prominent financial advisers made
this decision after a comprehensive process that included joint
synergy evaluation.

The GM Board concluded that the alliance framework required by
Renault-Nissan would substantially disadvantage GM shareholders.  
This structure included the potential joint projects, which GM
agreed could yield significant aggregate synergies, but which were
highly skewed to Renault-Nissan.  The structure also included the
requirement to sell a substantial equity stake in GM at no
premium, along with preferential rights, which could have had the
practical effect of foreclosing GM from entering equity alliances
with other OEMs.  Renault-Nissan made it clear they were unwilling
to pay any premium in any of these areas.

Through its support and actions, the GM Board has indicated the
best way to drive value is to continue to remain focused and
vigilant in the Company's stated turnaround program.

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.


GENEVA STEEL: Wikstrom Economic Hired as Ch. 11 Trustee's Expert
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah, Central
Division, allowed James T. Markus, the Chapter 11 Trustee
appointed for the estate of Geneva Steel LLC, to retain Wikstrom
Economic & Planning Consultants as his expert witness in these
proceedings:

   -- Markus v. Johnsen, Adversary Proceeding No. 05-2481; and
   -- Markus v. Fried, et. al, Adversary Proceeding No. 05-2578.

As reported in the Troubled Company Reporter on Aug. 21, 2006,
Wikstrom Economic will:

   a) prepare expert opinions and reports regarding market
      analysis of the real estate market of Utah County, Utah to
      be used in the Johnsen or Fried adversary proceedings; and

   b) assist the Trustee, at his request, in providing additional
      expert services that may be needed in connection with the
      liquidation of assets of the estates or the administration
      of the estates.

Karen Wikstrom, a Wikstrom Economic member, disclosed that her
firm's hourly rates currently range between $35 and $250 per hour,
depending upon the professionals' skills and experience.

Ms. Wikstrom assured the Court that her firm does not represent
nor hold any interest adverse to the Debtor or the estate.

Headquartered in Provo, Utah, Geneva Steel LLC owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP, represent the Debtor in its
chapter 11 proceeding.  James T. Markus was appointed as the
chapter 11 Trustee for the Debtor's estate on June 22, 2005.
John F. Young, Esq., at Block Markus & Williams, LLC represents
the chapter 11 Trustee.  Dianna M. Gibson, Esq., and J. Thomas
Beckett, Esq., at Parsons Behle & Latimer, represent the Official
Committee of Unsecured Creditors.  When the Company filed for
protection from its creditors, it listed $262 million in total
assets and $192 million in total debts.


GEORGIA GULF: Fitch Assigns B Rating to New Senior Sub. Notes
-------------------------------------------------------------
Fitch Ratings removed Georgia Gulf Corporation's credit ratings
from Rating Watch Negative; downgraded the issuer default rating,
senior secured credit facility rating, and senior unsecured note
rating; and assigned ratings to new issues, upon the closing of
the acquisition of Royal Group Technologies earlier this week.

These ratings affect approximately $2.0 billion of debt.  The
Rating Outlook is Negative.

   -- Issuer default rating downgraded to 'BB-' from 'BB'

   -- Senior secured credit facility downgraded to 'BB+'
      from 'BBB-'

   -- Existing senior unsecured notes downgraded to 'BB-'
      from 'BB'

   -- New senior unsecured notes 'BB-'

   -- New senior subordinated notes 'B'

An IDR of 'BB-' incorporates:

   * the benefit of greater integration in the vinyls chain;

   * the potential for greater earnings and cash flow with less
     volatility; and

   * some success in realizing cost synergies.

However, the rating is tempered by concerns regarding high
leverage, particularly as the PVC resin market is expected to
loosen and residential construction activity may be slowing.

Moreover, target integration risk may be higher due to ongoing
legal and regulatory investigations at Royal Group, and Georgia
Gulf's lack of direct experience integrating a sizeable downstream
target.

The 'BB+' rating on the senior secured credit facility reflects
the superior collateral position of the term loan and revolver.
The rating also considers the high likelihood of principal
recovery in a liquidation scenario.

The 'BB-' rating on the senior notes, both new and existing,
reflects their unsecured position relative to a significant amount
of secured debt.  

Upon closing of the acquisition-related financing, secured debt of
$1.175 billion with perfected liens and the $165 million accounts
receivable securitization program have priority interest in the
assets of the company before the senior unsecured notes and senior
subordinated notes.  

The subordinated notes are rated 'B', two notches lower than the
IDR and senior unsecured notes, to reflect their junior position
and expected poor principal recovery in bankruptcy scenario.

The Negative Rating Outlook reflects the risk of softer earnings
ahead as the homebuilding market slows and new PVC resin capacity
hits the market.  The next twelve months will be a critical time
for Georgia Gulf.

Besides the work of integrating and improving Royal Group's
businesses, Georgia Gulf could have an opportunity to bring
leverage down before earnings soften.

Earnings from the PVC resin business may still be buoyant enough
to contribute to debt reduction over the next 12 months; Fitch
expects earnings from PVC resin to soften quickly beginning in
late 2007 as additional PVC capacity comes online.

If the integration proceeds well and market conditions keep
earnings and cash flow strong, Fitch expects that Georgia Gulf's
total debt (including A/R securitization)-to-operating EBITDA
could improve to under 4.0x.

Conversely, leverage could stay closer to 5.0x if the integration
of Royal Group is difficult and market conditions cause earnings
and cash flow to soften markedly.

Based in Atlanta, Georgia Gulf is a commodity chemicals producer.
Its product portfolio includes VCM, PVC resin, vinyl compounds,
cumene, acetone, and phenol.  Georgia Gulf earned approximately
$279 million of EBITDA on sales of $2.2 billion for the LTM period
ended June 30, 2006.


GIRASOLAR INC: March 31 Stockholders' Deficit Tops $1.1 Million
---------------------------------------------------------------
GiraSolar, Inc., fka Legend Investment Corp, filed its financial
statements for the first quarter ended March 31, 2006, with the
Securities and Exchange Commission on Sept. 6, 2006.

Legend Investment changed its name to GiraSolar, Inc., on
April 12, 2006.

For the three months ended March 31, 2006, the Company reported a
$74,938 net loss on $4,399,538 of revenues, compared with a
$100,230 net loss on $0 revenue for the same period in 2005.

The Company's balance sheet at March 31, 2006, showed $3,287,453
in total assets, $4,339,912 in total liabilities, and $117,749 in
minority interest, resulting in a $1,119,361 stockholders'
deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $2,879,828 in total current assets available to pay
$4,222,163 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's first quarter financials are
available for free at http://ResearchArchives.com/t/s?130c

                        Going Concern Doubt

E. Randall Gruber, CPA, PC, in St. Louis, Missouri, raised
substantial doubt about Legend Investment Corp.'s ability to
continue as a going concern after auditing the Company's financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's significant net losses since its inception, lack
of current source of material revenue, and working capital
deficit.

                       About GiraSolar, Inc.

GiraSolar, Inc., fka Legend Investment Corp, through its
subsidiary, Girosolar, B.V., makes solar energy equipment, sells
solar energy applications and equipment, and offers consultancy
services in the field of solar energy applications and equipment.


GIRASOLAR INC: 2006 Second Quarter Revenues Soar to $36.6 Million
-----------------------------------------------------------------
GiraSolar, Inc., fka Legend Investment Corp, filed its financial
statements for the second quarter ended June 30, 2006, with the
Securities and Exchange Commission on Sept. 11, 2006.

Legend Investment changed its name to GiraSolar, Inc., on
April 12, 2006.

For the three months ended June 30, 2006, the Company reported a
$115,521 net loss on $36,637,654 of revenues, compared with a
$209,050 net loss on $0 revenue for the same period in 2005.

The Company's balance sheet at June 30, 2006, showed $8,040,312 in
total assets, $9,119,500 in total liabilities, and $136,759 in
minority interest, resulting in a $1,215,947 stockholders'
deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $7,587,140 in total current assets available to pay
$8,997,120 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?130d

                        Going Concern Doubt

E. Randall Gruber, CPA, PC, in St. Louis, Missouri, raised
substantial doubt about Legend Investment Corp.'s ability to
continue as a going concern after auditing the Company's financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's significant net losses since its inception, lack
of current source of material revenue, and working capital
deficit.

                       About GiraSolar, Inc.

GiraSolar, Inc., fka Legend Investment Corp, through its
subsidiary, Girosolar, B.V., makes solar energy equipment, sells
solar energy applications and equipment, and offers consultancy
services in the field of solar energy applications and equipment.


GSAA HOME: Moody's Rates Class B-3 Certificates at Ba2
------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by GSAA Home Equity Trust 2006-16, and ratings
ranging from Aa1 to Ba2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by Countrywide Home Loans, Inc.
(33.39%), Goldman Sachs Mortgage Company (31.30%), GreenPoint
Mortgage Funding, Inc. (15.79%), PHH Mortgage Corporation (10.18%)
and other originators originated adjustable-rate Alt-A 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.  Moody's expects collateral losses to range from 1.15%
to 1.35%.

Avelo Mortgage, LLC, Countrywide Home Loans Servicing LP,
GreenPoint Mortgage Funding, Inc., and PHH Mortgage Corporation
will service the loans. 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 the rating actions:

   * GSAA Home Equity Trust 2006-16

   * Asset-Backed Certificates, Series 2006-16

                   Cl. A-1,   Assigned Aaa
                   Cl. A-2,   Assigned Aaa
                   Cl. A-3-A, Assigned Aaa
                   Cl. A-3-B, 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 A3
                   Cl. B-1,   Assigned Baa2
                   Cl. B-2,   Assigned Baa3
                   Cl. B-3,   Assigned Ba2


GTM HOLDINGS: Moody's Junks Rating on $105 Million 2nd-Lien Loan
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 first time corporate
family rating to GTM Holdings, Inc.'s which has resulted in a B1
rating for the proposed $275 million first lien secured credit
facilities (comprised of a $50 million revolving credit facility
and a $225 million term loan B facility), and a Caa1 rating to the
company's $105 million second lien term loan facility.  

The ratings for the first and second lien facilities reflect both
the overall probability of default of the company, to which
Moody's has assigned a PDR of B2, and Loss Given Default
Assessments of LGD 3 (34%) for the first lien facilities and LGD 5
(84%) for the second lien facility.  The assigned ratings are
subject to there being no material change in the terms and
conditions of the financing as advised to Moody's.  The rating
outlook is stable.

Moody's B2 corporate family rating reflects GTM's moderate scale
in the highly competitive U.S. apparel industry, its single
product focus on the sock sector, and the commoditized nature of
this segment of the industry, although the fashion risk element is
considered relatively low.  Ratings are also constrained by the
company's financial leverage, which is at the high end of the
rating category.  The rating also takes into consideration the
expectations that the merger of Gold Toe Corporation and Moretz
Inc. can avoid major integration risks while achieving cost
synergies, the strength of ownership of the "Gold Toe" brand, and
reasonable breadth of distribution relative to its peers.

The rating outlook is stable as Moody's expects GTM to maintain
stable operating margins and financial metrics appropriate for the
rating category.  In view of the company's limited scale and high
financial leverage, there is limited upward rating pressure in the
near to intermediate term.  Ratings could be lowered if
integration issues arise, competitive industry conditions
adversely impact operating margins, or there is a sustained
increase in financial leverage.

The B1 ratings of the first lien credit facilities reflect an LGD3
(34%) Loss Given Default Assessment, reflecting the first lien
position on substantially all assets of the company and guarantors
and the level of junior capital provided by the second lien credit
facility.  The Caa1 rating on the second lien term loan facility
reflects an LGD 5 (84%) Loss Given Default Assessment, reflecting
the second lien position on substantially all assets of the
company and guarantors and the junior claim on the security after
the first lien credit facilities.

Moody's currently assigns Caa2 and Caa3 ratings to the existing
subordinated debt and preferred stock issues, respectively, of
Gold Toe Corporation.  The proposed transaction contemplates
redemption in full of these existing Gold Toe Corporation issues;
Moody's expects to withdraw these ratings at transaction close.

These are the rating actions:

   * GTM Holdings, Inc.:

     -- Corporate Family Rating at B2

     -- Probability of Default rating at B2

     -- $50 million first lien revolving credit facility at B1
        (LGD 3, 34%)

     -- $225 million first lien term loan B facility at B1 (LGD
        3, 34%)

     -- $105 million second lien term loan at Caa1 (LGD 5, 84%)

Based in Whitsett, North Carolina, GTM Holdings, Inc. will be the
parent company of the Gold Toe Corporation and Moretz, Inc., who
are merging in a transaction facilitated by an investment from the
Blackstone Group.  The combined firm will be one of the largest
marketers and distributors of socks in the United States with
revenue in excess of $300 million.  The company primarily
manufactures product under the "Gold Toe" brand as well as under
licenses including "New Balance" and "Under Armour".


GXS WORLDWIDE: 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 U.S. Technology Software sectors, the rating
agency confirmed its B2 Corporate Family Rating for GXS WorldWide
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
   ----------           -------  -------  ------   ----------
   $50 Million
   Senior Secured
   Revolving Credit
   Facility due 2010      B2       Ba3     LGD2       24%

   $300 Million
   Senior Secured
   First Lien Term
   Loan due 2011          B2       Ba3     LGD2       24%

   $100 Million
   Senior Secured
   Second Lien Term
   Loan due 2011         Caa1      B3      LGD4       66%

   $235 Million
   Senior
   Subordinated
   Debt due 2012         Caa2     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%).


H6 INTERNATIONAL: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: H6 International, Inc.
        dba Crystal Motel Complex
        dba Crystal Mall
        dba Crystal Complex
        dba Crystal Manor Apartments
        dba Cystal Motel and Apartment Complex
        333 South Main Street
        Red Bluff, CA 96080

Bankruptcy Case No.: 06-24001

Type of Business: The Debtor is a real estate developer and
                  operates an apartment complex.

Chapter 11 Petition Date: October 5, 2006

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Dennis K. Cowan, Esq.
                  P.O. Box 992090
                  Redding, CA 96099-2090
                  Tel: (530) 221-7300

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mark Keener                      Purchase of            $60,000
One Embarcadero Center           Crystal Complex
Suite 500
San Francisco, CA 94111

Randy & Lori Purvis              Loan for               $40,000
3155 Haas Drive                  Crystal Complex
Aptos, CA 95003

Claire Diemer                    Purchase of            $12,500
1305 Graham Avenue               Crystal Complex
Cherry Hill, NJ 08002

Willa Hinkston                   Purchase of            $12,000
1139 67th Street                 Crystal Complex
Emeryville, CA 94608

ADP                              Payroll Taxes           $8,000
1 ADP Boulevard
Roseland, NJ 07068

Henry Hinkston                   Utilities               $8,000

Angela Bonner                    Purchase of             $6,000
                                 Crystal Complex

Valley Yellow Pages              Advertising 2006 and    $3,960
                                 2007 Editions

Wallner Plumbing                 Various Plumbing Jobs   $2,300

Juan Tolley, Esq.                Purchase of             $2,250
                                 Crystal Complex

Yellow Book USA                  Advertising             $2,116

Travel Coupon Guide              Listing of Travel       $1,837
                                 Directory

Staples                          Office Equipment        $1,419

Professional Fee                                         $1,406

Samuel Halsey                    Purchase of             $1,200
                                 Crystal Complex

Mary Pappy                       Purchase of             $1,000
                                 Crystal Complex

AT&T Yellow Pages                Advertising               $750

Red Bluff True Value Hardware    Purchase of               $695
                                 Maintenance Supplies

McHale Sign Co.                  Repair of Motel           $640


HEALTHCARE PARTNERS: Moody's Rates $280 Million Senior Loan at Ba3
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to HealthCare
Partners, LLC's new $280 million secured Term Loan B and
$15 million secured revolver, which are being established in
conjunction with the intended acquisition of JSA Holdings, Inc., a
large staff model physician group based primarily in Central
Florida.  These ratings are subject to review of final
documentation.  A portion of the proceeds will be used to
refinance HCP's existing bank borrowings.  At the same time,
Moody's affirmed HCP's B1 Corporate Family Rating.  Upon closing
of this transaction, the ratings on existing bank debt will be
withdrawn.

The rating outlook is stable.

JSA will be a co-borrower on the new bank debt while HealthCare
Partners Affiliates Medical Group and all subsidiaries of HCP, HCP
Medical and JSA are unconditional guarantors of the secured bank
debt.

These are Moody's rating actions:

   * HealthCare Partners, LLC

     -- $280 million Senior Secured Term Loan B at Ba3, LGD2, 23%
     -- $15 million Senior Secured Revolver at Ba3, LGD2, 23%
     -- Corporate Family Rating at B1
     -- PDR downgraded to B2 from B1

These ratings are to be withdrawn upon closing:

     -- $130 million Senior Secured Term Loan at Ba2, LGD2, 29%
     -- $1.7 million Senior Secured Revolver at Ba2, LGD2, 29%

HCP and HCP Medical have had longstanding relationships with
health plans in the Southern California market and have
demonstrated their ability to manage global capitated risk.  JSA
is one of the largest staff model groups in the Tampa/St.
Petersburg market in Central Florida and serves about 50% of
Humana's Medicare Advantage lives along the Gulf Coast. Similar to
HCP, JSA manages global capitated risk for its Medicare members.  

The JSA acquisition should provide greater diversity from a
geographic standpoint, reducing HCP's dependence on its Southern
California market.  Nevertheless, along with this added diversity
comes the risk of investing in a new market with different payor
and provider relationships.

In our opinion, a key risk for both HCP and JSA is the growing
tendency for patients not to choose HMO products, which work best
for their integrated staff model practices.  Both HCP and JSA face
the challenge of lower commercial HMO membership and sluggish
growth in Medicare HMO members, affected in part by the advent of
Medicare Part D pharmacy benefits.  Nevertheless, Moody's believes
that with its improving revenue and cash flow trends, HCP should
be able to absorb additional borrowings associated with this
transaction at the current B1 CFR level.

Payor concentration risk is relatively high with HCP deriving
about 40% of revenues from PacifiCare and JSA generating almost
all of its revenues from Humana.  We believe it is too early to
determine the full effect of United Healthcare's acquisition of
PacifiCare.  

Highlighting payor concentration risk, in fiscal 2005, JSA
experienced a significant increase in its medical loss ratio due
in large part to Humana's decision to introduce Medicare Part D
benefits prior to January 1, 2006, at which point Part D
reimbursement commenced.

Moody's initial assignment of HCP's B1 CFR already incorporated
the expectation that the company's partnership with a financial
sponsor could result in a more aggressive growth strategy.  The
ability for HCP to absorb additional out-of-market acquisitions at
its current rating level will depend in part on how well the
combined entity performs.  Further, any additional acquisitions
would need to be evaluated on its own merit as each local market
is unique, bringing a new set of patient, payor and provider
dynamics.

JSA acquired a smaller physician group (Pinnacle) in Las Vegas,
Nevada in June 2006 for approximately $15 million.  Moody's
believes that this acquisition carries some risk, largely because
the group is transitioning from a professional capitated risk to a
global capitated-risk arrangement with PacifiCare.  In addition,
although the group's revenues are small relative to HCP and JSA,
Moody's believes there is some risk that management may need to
devote a disproportionate amount of time to overseeing this
transition.

The stable outlook assumes that the combined organization will:

   * maintain profitability despite the loss of commercial
     members and only modest growth in Medicare members; and,

   * post-JSA, focus on in-market growth, which should limit
     additional borrowings.

If these organizations are able to demonstrate their ability to
continue to improve financial strength and leverage ratios through
membership increases or continued management of utilization
trends, the ratings could improve.

If these organizations are unable to maintain profitability in the
face of membership declines, or if HCP pursues large debt financed
shareholder initiatives or acquisitions, the ratings could be
downgraded.

HealthCare Partners, LLC, headquartered in Torrance, California,
is a limited liability company. A subsidiary of HealthCare
Partners, LLC manages the medical practices of HealthCare Partners
Affiliates Medical Group. JSA Holdings Inc., headquartered in St.
Petersburg, Florida, is a for-profit physician group practice.


HEALTHWAYS INC: Moody's Withdraws Ba2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn its Ba2 corporate family
rating and all other ratings for Healthways, Inc.  On October 2,
2006, the company and LifeMasters Supported SelfCare, Inc.
announced that they had terminated the merger agreement between
them.

Moody's has withdrawn these ratings:

Outlook Actions:

   * Issuer: Healthways, Inc.
   * Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

   * Issuer: Healthways, Inc.

   * Corporate Family Rating, Withdrawn, previously rated Ba2

   * Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-1

   * Senior Secured Bank Credit Facility, Withdrawn, previously
     rated Ba2

Headquartered in Nashville, Tennessee, Healthways provides
specialized, comprehensive Health and Care Support programs and
services, including disease management, care enhancement services
and Outcomes-Driven Wellness programs to health plans, hospitals,
governments and employers.  Healthways recognized revenue of
approximately $385 million for the twelve months ended May 31,
2006.


INFORMATION ARCHITECTS: June 30 Stockholders' Deficit Tops $2.3MM
-----------------------------------------------------------------
Information Architects Corp. 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
$210,724 net loss on $6,791 of sales, compared with a $191,533 net
loss on $150,083 of sales for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed $1,874,135 in
total assets and $4,247,243 in total current liabilities,
resulting in a $2,373,108 stockholders' deficit.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?1308

                        Gong Concern Doubt

As reported in the Troubled Company Reporter on May 12, 2006,
Jaspers + Hall, PC, in Denver, Colorado, raised substantial doubt
about Information Architects Corporation's ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the years ended Dec. 31, 2005, and 2004.
The auditor pointed to the Company's recurring losses from
operations and stockholders' deficiencies.

                   About Information Architects

Headquartered in Ft. Lauderdale, Florida, Information Architects
Corporation (OTCBB: IACH) -- http://www.ia.com/-- provides
employment screening and background investigations software
application.


INLAND FIBER: Seeks Court Nod to Retain Eisner as Accountant
------------------------------------------------------------
Inland Fiber Group, LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
retain Eisner LLP as their Accountant, nunc pro tunc to
Aug. 18, 2006.

Eisner will:

    (i) audit and opine on the Debtors' financial statements as of
        Dec. 31, 2006, and for the year then ended; and

   (ii) prepare the Debtors' tax returns for the year ending
        Dec. 31, 2006.

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

         Professional                       Hourly Rate
         ------------                       -----------
         Partners                           $400 - $500
         Other Managers and Supervisors     $300 - $365
         Seniors and Staff                  $200 - $275

The Debtors will also reimburse Eisner for out-of-pocket expenses.

Neil Goldenberg, a partner of Eisner LLP, tells the Court that his
Firm has received a $4,000 retainer.

Mr. Goldenberg assures the Court that his Firm neither holds nor
represents any interest adverse to the Debtor's estates and is a
"disinterested person" as the term is defined in Bankruptcy Code
section 101(14).

Headquartered in Klamath Falls, Oregon, Inland Fiber Group LLC,
aka U.S. Timberlands Klamath Falls LLC, and its affiliate Fiber
Finance Corp., grow trees and sell logs, standing timber, and
timberland.  The Debtors filed a chapter 11 petition on Aug. 18,
2006 (Bankr. D. Del. Case Nos. 06-10884 & 06-10885).  William P.
Bowden, Esq. at Ashby & Geddes P. A. and Glenn E. Siegal, Esq. At
Dechert LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, Inland
Fiber reported $81,890,311 in total assets and $264,433,754 in
total liabilities while its debtor-affiliate,  Fiber Finance,
disclosed $1,048 in total assets and $263,074,983 in total debts.


LG.PHILIPS: Taps Cozen O'Connor as Special Litigation Counsel
-------------------------------------------------------------
Jeoffrey L. Burtch, Esq., the chapter 7 trustee appointed in
LG.Philips Displays USA Inc.'s liquidation proceeding, asks the
U.S Bankruptcy Court for the District of Delaware for permission
to employ Cozen O'Connor, as his special litigation counsel,
effective August 16, 2006.

The firm is expected to represent the chapter 7 trustee in
connection with the investigation and possible litigation of the
preserved claims.

The Trustee further states that he seeks to expand the firm's
engagement to include the pursuit of avoidance and turnover
actions by the Court.

Mark E. Felger, Esq., a shareholder of the firm, will bill the
$425 per hour for this engagement.  Mr. Felger also discloses the
firm's other professionals billing rates are:

     Professional              Designation        Hourly Rates
     ------------              -----------        ------------
     Neal D. Colton, Esq.      Shareholder            $540
     Eric D. Freed, Esq.       Shareholder            $450
     Aaron Krauss, Esq.        Member                 $340
     Jeffrey R. Waxman, Esq.   Member                 $290
     David Liebman, Esq.       Associate              $260

Mr. Felger assures the Court that his firm does not hold any
interest adverse to the Debtor's estates and is a "disinterested
person" as that term defined in Section 101(14) of the Bankruptcy
Code.

Mr. Felger can be reached at:

     Mark E. Felger, Esq.
     Cozen O'Connor
     1201 North Market Street, Suite 1400
     Wilmington, Delaware 19801
     Tel: (302) 295-2000 or (888) 207-2440
     Fax: (302) 295-2013
     http://www.cozen.com/

Headquartered in San Diego, California, LG.Philips Displays USA,
Inc., is an indirect American affiliate of LG.Philips Displays
Holding B.V.  The company manufactures cathode ray tubes that are
incorporated into television sets and computer monitors.  The
company filed for chapter 11 protection on Mar. 15, 2006 (Bankr.
D. Del. Case No. 06-10245).  Adam Hiller, Esq., at Pepper Hamilton
LLP represents the Debtor in its restructuring efforts.  Scott L.
Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., and
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represented the
Official Committee of Unsecured Creditors.  The Court converted
the Debtor's case to a chapter 7 liquidation on May 25, 2006.  
Jeoffrey L. Burtch, Esq.,  serves as the Debtor's chapter 7
trustee, and is represented by Cooch & Taylor.  When the Debtor
sought protection from its creditors, it listed debts of more than
$100 million and assets between $50 to $100 million.


LG.PHILIPS: Court Approves Pepper Hamilton as Special Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Jeoffrey L. Burtch, Esq., the Chapter 7 trustee overseeing
the liquidation of LG.Philips Displays USA Inc., permission to
employ Pepper Hamilton LLP as his special counsel, nunc pro tunc
to May 26, 2006.

As reported on the Troubled Company Reporter on July 24, 2006, the
Trustee told the Court that when the case was converted to chapter
7, a Motion for Rejection of Unexpired Leases and Executory
Contracts that the Debtor had previously filed was still pending
with respect to the proposed rejection of a group of executory
contracts among the Debtor, Delafoil Ohio, Inc., and various third
parties.

Pepper Hamilton will represent the chapter 7 trustee him on all
matters relating to the Debtor's lease agreements with Delafoil
Ohio.

David B. Stratton, Esq., a partner at Pepper Hamilton, told the
Court that he and Adam Hiller, Esq., will primarily handle the
Debtor's case.  Mr. Stratton's billing rate is $540 per hour and
Mr. Hiller's is $350 per hour.

The Firm's other professionals likely to be engaged in the case
and their hourly rates are:

        Professional           Hourly Rate
        ------------           -----------
        Partners               $320 - $690
        Associates             $210 - $345
        Paraprofessionals       $80 - $190

Mr. Stratton disclosed that Pepper Hamilton holds a $215,209
administrative claim against the Debtor's estate for services
and expenses incurred before and after the Debtor's bankruptcy
filing.  Mr. Stratton said that the Firm intends to apply
the $264,587 retainer it received from the Debtor to its
administrative claim.  In addition, the Firm was holding $450,287
to fund severance and consulting obligations to the Debtor's
employees and affiliates in Mexico.

To the best of the Trustee's knowledge, Pepper Hamilton holds no
interest adverse to the Debtor or the Chapter 7 estate and is
disinterested as defined in Section 101(14) of the Bankruptcy
Code.

Headquartered in San Diego, California, LG.Philips Displays USA,
Inc., is an indirect American affiliate of LG.Philips Displays
Holding B.V.  The company manufactures cathode ray tubes that are
incorporated into television sets and computer monitors.  The
company filed for chapter 11 protection on Mar. 15, 2006 (Bankr.
D. Del. Case No. 06-10245).  Adam Hiller, Esq., at Pepper Hamilton
LLP represents the Debtor in its restructuring efforts.  Scott L.
Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., and
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represented the
Official Committee of Unsecured Creditors.  The Court converted
the Debtor's case to a chapter 7 liquidation on May 25, 2006.  
Jeoffrey L. Burtch, Esq.,  serves as the Debtor's chapter 7
trustee, and is represented by Cooch & Taylor.  When the Debtor
sought protection from its creditors, it listed debts of more than
$100 million and assets between $50 to $100 million.


LINENS 'N THINGS: Fitch Lowers Sr. Secured Notes' Rating to CCC
---------------------------------------------------------------
Fitch Ratings downgraded its ratings on Linens 'n Things, Inc.:

   -- Asset-based revolver to 'B+/RR2' from 'BB-/RR1'
   -- Senior secured notes to 'CCC/RR6' from 'B-/RR4'

The Issuer Default Rating is affirmed at 'B-' and the rating
Outlook remains Negative.  Approximately $1.25 billion of debt is
affected by these actions.

The downgrades reflect LIN's weaker-than-expected operating
results year-to-date in 2006 and the challenges associated with
re-positioning the company's business.  The success of the
turnaround plan is uncertain in the face of intense competition
from other specialty retailers, discounters and department stores.

Despite the weakness of the operating results, the affirmation of
the IDR considers the adequate liquidity available to meet the
company's near-term capital and debt service requirements.

LIN continues to experience weakness in its operating performance
primarily due to gross margin contraction.  In the first half of
2006, comparable store sales decreased 1.8% while the gross margin
narrowed from 41.4% to 38.3% as the company employed large
markdowns to clear aged and non-productive inventory.  This,
combined with expenses incurred from the leveraged buyout
completed in February 2006, resulted in an operating loss for the
first half of 2006.

In an effort to reposition the company's business and improve its
financial performance, new management is implementing a number of
merchandising and operational initiatives and closing non-
performing stores.  Fitch recognizes that these initiatives should
help generate additional top-line growth and improve margins;
however, it will take time for these initiatives to materialize
into positive financial results.

Given the company's weak sales, lower operating margins and
following the completion of the LBO, LIN's credit metrics have
come under pressure and are expected to remain weak over the near
to medium term.

In the twelve months ending July 1, 2006, total adjusted
debt/EBITDAR was 7.9x and coverage, defined as EBITDAR/interest
expense plus rent, was 1.2x.  Nevertheless, Fitch expects LIN will
have adequate liquidity, mainly in the form of its $600 million
asset-based revolving credit facility, to meet its near-term
capital and debt service requirements.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations in a distressed scenario.  The
recovery ratings for the asset-based revolver ('RR2', reflecting
expected recovery of 71%-90%) benefit from collateral of
inventory, accounts receivable, cash, and securities.

The senior secured floating rate notes ('RR6', reflecting expected
recovery of 0%-10%) are secured by equipment, intellectual
property rights and other intangibles which would yield limited
recovery in a distressed case.


LIONEL LLC: Court Gives Open-Ended Exclusive Periods Extension
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Lionel LLC and its debtor-affiliate Liontech Company's
exclusive periods to file a chapter 11 reorganization plan and
solicit acceptances of that plan.

The Bankruptcy Court set the deadline for the Debtors to file a
plan at 75 days after the date on which the U.S. Court of Appeals
for the Sixth Circuit's decision on the Debtors' appeal regarding
the U.S. District Court for the Eastern District of Michigan's
verdict on the case Mike's Train House, Inc., filed against the
Debtors is entered.  Mike's Train is one of the Debtors' main
competitors.

The Debtors' solicitation deadline is set at 135 days after entry
of the Decision on the Appeal.

                          Appeal Update

The Sixth Circuit held oral arguments on the Debtors' appeal on
June 7, 2006.  The Debtors anticipate that the Sixth Circuit will
be rendering its decision on or before Dec. 31, 2006.

In their request, the Debtors told the Court that they have made
significant progress in their reorganization efforts, particularly
in the areas of improved financial performance, new product
development, and marketing.  Despite the progress, however, the
Debtors emphasized that the Sixth Circuit's decision on their
Appeal is crucial to their proposal of a plan of reorganization.  

                     Mike's Train Litigation

In 2000, Mike's Train sued the Debtors in the Michigan District
Court accusing the Debtors of, among other things, violation of
the Michigan Uniform Trade Secrets Act, Mich. Comp. Laws Section
445.1901 et seq.

Lionel disputed all of Mike's Train's allegations.

On June 9, 2004, the jury in the Mike's Train Litigation returned
a verdict in favor of Mike's Train and against the Debtors in the
amount of $38,608,305, and on Nov. 3, 2004, the Michigan District
Court entered judgment in favor of Mike's Train in the amount of
the jury verdict.  The Michigan District Court also granted Mike's
Train certain injunctive relief against the Debtors.

As they did not have sufficient liquidity to post a bond to stay
enforcement of the judgment pending the Appeal, the Debtors filed
a chapter 11 petition to provide protection against precipitous
efforts to collect on the judgment, and to provide suppliers and
customers with a degree of certainty while they pursue their
appeal.

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- markets model train products, including  
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.  
The Company filed for chapter 11 protection on Nov. 15, 2004
(Bankr. S.D.N.Y. Case No. 04-17324).  Abbey Walsh, Esq., at
O'Melveny & Myers LLP and Adam Craig Harris, Esq., at Schulte Roth
& Zabel LLP represent the Debtor in its restructuring efforts.
David M. LeMay, Esq., and Francisco Vazquez, Esq., at Chadbourne &
Parke, LLP, represented the Official Committee of Unsecured
Creditors.  When the Company filed for protection from its
creditors, it estimated assets between $10 million and $50
million and estimated debts more than $50 million.


LIONEL LLC: Selects Houlihan Lokey as Financial Advisors
--------------------------------------------------------
Lionel LLC and its debtor-affiliate Liontech Company ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to employ Houlihan Lokey Howard & Zukin Capital, Inc. as
their financial advisors, nunc pro tunc to Aug. 9, 2006.

As financial advisors, Houlihan Lokey will:

   (a) assist the Debtors with the development, structuring,
       negotiation, and implementation of any transaction(s),
       including, among other things, participation as a
       representative of the Debtors in negotiations with
       creditors and other parties involved in any transaction(s);

   (b) assist the Debtors in valuing the company or, as
       appropriate, valuing the Company's assets or operations;
       provided that any real estate or fixed asset appraisals
       will be undertaken by outside appraisers, separately
       retained and compensated by the Company;

   (c) provide expert advice and testimony, and any related expert
       reports, regarding financial matters related to any
       transaction(s), including, among other things, the
       appropriate capital structure for the Company, the
       feasibility of any transaction, the valuation of the
       Company and the valuation of any securities issued in
       connection with any transaction;

   (d) advise the Debtors as to mergers or acquisitions or the    
       sale or other disposition of any of the Company's assets or
       businesses;

   (e) assist the Debtors in the preparation of an appropriate
       offering memorandum to provide to investors interested in
       transaction(s) with the Company, and submit and discuss
       the offering memorandum with interested parties, and
       participate as a representative of the Company in the
       negotiation of transaction(s) with interested parties;

   (f) assist the Debtors with due diligence investigations
       conducted in connection with any transaction(s);

   (g) assist the Debtors in the development, preparation and
       distribution of proposals regarding any transaction(s) to
       the Debtors' creditors, shareholders and other appropriate
       parties-ininterest; and

   (h) assist the Debtors with presentations to the Debtors'
       creditors, shareholders, and other appropriate parties-in-
       interest regarding potential Transaction(s) and related
       issues.

The Debtors propose that Houlihan Lokey's compensation will
include:

   a) a non-refundable monthly fee to be paid in this manner:

      -- $100,000 for the first month of the engagement,

      -- $75,000 for the second and third months of the
         engagement, and
    
      -- $50,000 per month thereafter;

   b) a sale transaction fee from proceeds of any sale transaction
      equal to 1.0% of the cumulative aggregate amount of
      aggregate gross consideration from all consummated sale
      transactions; provided, however, that in the event a sale
      transaction involves the acquisition of the Company by the
      chief executive officer and the sale transaction is funded
      solely from loans, capital contributions or other forms of
      debt or equity financing provided by the chief executive
      officer and the Company's senior secured lenders, then in
      the case the incentive fee will equal 0.75% of the aggregate
      amount of aggregate gross consideration from the sale
      transaction; and

   c) a $500,000 restructuring transaction fee.

William H. Hardie, III, managing director of Houlihan Lokey,
assures the Court that he and his Firm's professionals do not hold
any interests adverse to the Debtors, and are "disinterested
persons" as that term is defined in Sec. 101(14) of the Bankruptcy
Code.

The hearing to consider the Debtors' application will be on
Oct. 11, 2006, at 10:00 a.m.

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- markets model train products, including  
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.  
The Company filed for chapter 11 protection on Nov. 15, 2004
(Bankr. S.D.N.Y. Case No. 04-17324).  Abbey Walsh, Esq., at
O'Melveny & Myers LLP and Adam Craig Harris, Esq., at Schulte Roth
& Zabel LLP represent the Debtor in its restructuring efforts.
David M. LeMay, Esq., and Francisco Vazquez, Esq., at Chadbourne &
Parke, LLP, represented the Official Committee of Unsecured
Creditors.  When the Company filed for protection from its
creditors, it estimated assets between $10 million and $50
million and estimated debts more than $50 million.


LTEL HOLDINGS: Voluntary Chapter 7 Case Summary
-----------------------------------------------
Lead Debtor: LTEL Holdings Corporation
             2 Ravinia Drive, Suite 1300
             Atlanta, GA 30346

Bankruptcy Case No.: 06-11081

Debtor affiliates filing separate chapter 7 petitions:

      Entity                                     Case No.
      ------                                     --------
      LecStar Telecom, Inc.                      06-11082
      LecStar DataNet, Inc.                      06-11083
      Fonix Telecom, Inc.                        06-11084

Type of Business: The Debtors provide communication services.
                  The Debtors are subsidiaries of Fonix Corp.

Chapter 7 Petition Date: October 2, 2006

Court: District of Delaware

Judge: Brendan Linehan Shannon

Debtors' Counsel: Richard Scott Cobb, Esq.
                  Landis Rath & Cobb LLP
                  919 Market Street, Suite 600
                  Wilmington, DE 19801
                  Tel: (302) 467-4400
                  Fax: (302) 467-4450

                        Estimated Assets     Estimated Debts
                        ----------------     ---------------
LTEL Holdings Corp.     $0 to $50,000        $0 to $50,000

LecStar Telecom, Inc.   $1 Million to        $10 Million to
                        $10 Million          $50 Million

LecStar DataNet, Inc.   $0 to $50,000        $0 to $50,000

Fonix Telecom, Inc.     $500,000 to          $100,000 to
                        $1 Million           $500,000

The Debtors did not file a list of their 20 largest unsecured
creditors.


M.M.M. DEVELOPMENT: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: M.M.M. Development Company
        1611 Telegraph Avenue, Suite 406
        Oakland, CA 94612

Bankruptcy Case No.: 06-41810

Chapter 11 Petition Date: October 5, 2006

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Lawrence L. Szabo, Esq.
                  3608 Grand Avenue, Suite 1
                  Oakland, CA 94610-2024
                  Tel: (510) 834-4893

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Christopher Akhidenor            Accounting Fees        $12,000
160 Santa Clara Avenue
Oakland, CA 94610


MARCIA CALLAHAN: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Marcia L. Callahan
        121 Westwood Road
        North Falmouth, MA 02556

Bankruptcy Case No.: 06-13513

Chapter 11 Petition Date: October 5, 2006

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: L. Jed Berliner, Esq.
                  Berliner Law Firm
                  95 State Street, Suite 1010
                  Springfield, MA 01103-2081
                  Tel: (413) 788-9877
                  Fax: (413) 746-9877

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $10 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Option One Mortgage Co.            Mortgage              $738,406
3 Ada Way
Irvine, CA 92618

Astoria Fed Sav/Dovenm             Mortgage              $407,876
1 Corporate Drive, Suite 360
Lake Zurich, IL 60047

Internal Revenue Service                                 $250,000
Special Procedure Func.
STOP 20800
P.O. Box 9112
JFK Building
Boston, MA 02203

Washington Mutual/Providian        Charge Account          $8,253
4900 Johnson Drive
Pleasanton, CA 94588

Cap One Bank                       Charge Account          $5,730
P.O. Box 85520
Richmond, VA 23285

Bank of America                    Charge Account          $4,111

HSBC                               Charge Account            $716

Citi                               Charge Account            $352


MERRILL LYNCH: Moody's Rates Class B-4 Certificates at Ba1
----------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Merrill Lynch Mortgage Investors Trust,
Series 2006-MLN1 and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by Mortgage Lenders Network USA, Inc.
originated, adjustable-rate (81%) and fixed-rate (19%), subprime
mortgage loans acquired by Merrill Lynch Mortgage Lending Inc.  
The ratings are based primarily on the credit quality of the loans
and on the protection against credit losses provided by
subordination, excess spread, and overcollateralization.  The
ratings also benefit from an interest-rate swap and an interest-
rate cap, both provided by Bear Stearns Financial Products Inc.  
Moody's expects collateral losses to range from 5.70% to 6.20%.

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

These are Moody's rating actions:

   * Merrill Lynch Mortgage Investors Trust, Series 2006-MLN1
   * Mortgage Loan Asset-Backed Certificates, Series 2006-MLN1

                  Cls.A-1,  Assigned Aaa
                  Cl. A-2A, Assigned Aaa
                  Cl. A-2B, Assigned Aaa
                  Cl. A-2C, Assigned Aaa
                  Cl. A-2D, Assigned Aaa
                  Cl. M-1,  Assigned 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. B-1,  Assigned Baa1
                  Cl. B-2,  Assigned Baa2
                  Cl. B-3,  Assigned Baa3
                  Cl. B-4,  Assigned Ba1


MESABA AVIATION: Court Okays Committee's Actions Against MAIR
-------------------------------------------------------------
The Honorable Gregory F. Kishel of the U.S. Bankruptcy Court for
the District of Minnesota approves the stipulation between Mesaba
Aviation, Inc. and the Official Committee of Unsecured Creditors,
under which both parties agree that the Committee should do the
investigation and prosecution of claims against MAIR Holdings,
Inc.

Judge Kishel holds that the Creditors Committee will be fully
authorized and empowered to take all actions necessary to
investigate, analyze, prosecute, settle or otherwise resolve the
Insider Claims in the Committee's sole discretion, including
resolving any Insider Claims through litigation or settlement,
subject to the Debtor's and Marathon Structured Finance Fund
L.P.'s right to be heard, and Bankruptcy Court approval.

The Committee wanted to pursue discovery of the Debtor's
relationship with its direct parent company to determine if the
Debtor's estate has any potential causes of action against MAIR or
any other parties to recover or avoid prepetition transactions.

MAIR Holdings wanted the Court to compel the Committee to present
adequate evidence in support of the Committee's request to enter
into a stipulation with the Debtor.

However, Mr. Lallier argued that MAIR has no reasonable basis
to suggest that it needs additional facts to assess the
stipulation between the Debtors and the Creditors Committee.

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


MESABA AVIATION: Files $250 Mil. Claim Against Northwest Airlines
-----------------------------------------------------------------
MAIR Holdings, Inc., and Mesaba Aviation, Inc., separately filed
proofs of claim in Northwest Airlines, Inc.'s bankruptcy
proceedings pending in the U.S. Bankruptcy Court for the Southern
District of New York.

Ruth M. Timm, MAIR's vice president and general counsel,
disclosed with the Securities and Exchange Commission that:

    (a) MAIR filed a claim for $31,700,000, plus other
        unliquidated amounts, based on several legal theories,
        including fraud, negligent misrepresentation, breach of
        contract and fraudulent inducement; and

    (b) Mesaba filed a claim for approximately $250,000,000 based
        on breach of contract with respect to the Airline
        Services Agreement dated August 29, 2005, between Mesaba
        and Northwest.

According to Ms. Timm, the amount of MAIR's claim reflects the
capital contribution that Northwest required MAIR to pay to
Mesaba before Northwest's bankruptcy, and certain costs MAIR has
incurred due to Northwest's missed payments to Mesaba and
Mesaba's subsequent bankruptcy filing.

The Debtor had obtained the Court's authority to enter into an
Aircraft Return Conditions Agreement with Northwest Airlines,
Inc., to amend its sublease agreements for ten AVRO 146-RJ85A
aircraft from Northwest Airlines.

The Debtor and Northwest were parties to an Airline Services
Agreement dated August 29, 2005, in which the Debtor operates as
a regional air carrier providing scheduled passenger service as
"Mesaba Airlines/Northwest Airlink" with Northwest between over
100 cities in the United States and Canada.  The arrangement
allows Northwest to provide service to small cities and more
frequent service to larger cities, increasing connecting traffic
at Northwest's domestic hubs.  As contemplated in the Airline
Service Agreement, the Debtor subleases a significant number of
aircraft from Northwest pursuant to individual leases.

                    About Northwest Airlines

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

                     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).


MESABA AVIATION: MAIR Files for Declaratory Judgment on Dividends
-----------------------------------------------------------------
MAIR Holdings, Inc. filed a complaint on Oct. 5, 2006, with the
United States Bankruptcy Court for the District of Minnesota for a
declaratory judgment that the dividends and fees paid by Mesaba
Aviation to MAIR were wholly proper and appropriate under law.

"The dividends and fees Mesaba paid to MAIR are legitimate,
appropriate and legal," said Paul Foley, MAIR president and chief
executive officer.  "The public speculation that these dividends
and payments were improper is unsupported by the facts, by the law
and is damaging to MAIR. We are asking the Court to rule on this
matter and put it to rest once and for all."

The complaint recites facts demonstrating that every payment and
dividend MAIR received from Mesaba was appropriate under
applicable law, occurred in the ordinary course of Mesaba's
business, that Mesaba was solvent at the time it made each payment
and dividend, and that Mesaba remained solvent and able to pay its
obligations after each payment or dividend to MAIR.  Seventy-five
percent of the dividends in question were paid almost four years
ago in 2002.

Accordingly, the complaint seeks a declaratory judgment confirming
that the transactions between MAIR and Mesaba were appropriate and
that the transactions cannot be challenged.  The company believes
that a positive ruling from the Court in this matter will end
public speculation about the transactions between MAIR and Mesaba.

                    About MAIR Holdings

MAIR Holdings, Inc.'s --- http://www.mairholdings.com/--  
(NASDAQ:MAIR) primary business units are its regional airline
subsidiary, Mesaba Aviation, Inc., dba Mesaba Airlines, and its
regional airline subsidiary, Big Sky Transportation Co., dba Big
Sky Airlines.

                       About Big Sky

Big Sky -- http://www.bigskyair.com/-- currently serves 22  
communities in Montana, Colorado, Idaho, Oregon, Washington and
Wyoming with a fleet of 19 passenger Beechcraft 1900D aircraft.  
Big Sky is based in Billings, Montana and has codeshare agreements
with Northwest Airlines, Alaska Airlines, Horizon Air and America
West Airlines which allows customers the convenience of traveling
with one ticket, through baggage checking and economical through
fares, to destinations throughout the world.  Big Sky is a
provider of air service under the Essential Air Service program
administered by the Department of Transportation.

                     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.


MUTH MIRROR: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Muth Mirror Systems, LLC
        P.O. Box 418
        4221 High Tech Lane
        Sheboygan, WI 53082-0418
        Tel: (920) 451-2000

Bankruptcy Case No.: 06-25609

Debtor-affiliate filing separate chapter 11 petition:

      Entity                         Case No.
      ------                         --------
      K.W. Muth Company, Inc.        06-25613

Type of Business: The Debtors are manufacturers of Signal(R)
                  Mirror, Blind Spot Detection Display, Exterior
                  Security Illumination, and many other Through-
                  The-Glass mirror technologies in vehicles.
                  See http://www.kwmuth.com/

Chapter 11 Petition Date: October 6, 2006

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Margaret Dee McGarity

Debtor's Counsel: Jerome R. Kerkman, Esq.
                  Kerkman Law Office, Ltd.
                  757 North Broadway, Suite 600
                  Milwaukee, WI 53202-3612
                  Tel: (414) 277-8200
                  Fax: (414) 277-0100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Muth Mirror Systems, LLC's 19 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Norells Sweden AB                    $199,790
1390 Gateway Drive, Suite 2
Elgin, IL 60124

Borg Indak, Inc.                     $158,651
5297 Paysphere Circle
Chicago, IL 60674

Flabeg Corp.                         $106,633
1632 Reliable Parkway
Chicago, IL 60686

Future Electronics                   $105,413
3255 Paysphere Circle
Chicago, IL 60674

Molex Connector Corporation           $74,415
P.O. Box 101853
Atlanta, GA 30392-1853

Primera Plastics, Inc.                $21,041

Michigan Testing Institute Inc.       $13,160

Marian Milwaukee Kuehn Division       $12,715

Serigraph Inc.                        $11,186

OSRAM Opto Semiconductors, Inc.       $10,800

Advantage Prototype Systems Corp.      $9,283

Image Circuit, Inc.                    $7,727

Custom Wire Industries, Inc.           $5,768

State of Michigan                      $4,826

U.S. Auto Parts                        $4,195

Packaging Systems of Indiana           $2,383

FlexLink Systems, Inc.                 $2,023

Alaark Tooling & Automation Inc.       $1,841

McMaster-Carr Supply Co.               $1,541

B. K.W. Muth Company, Inc. has no creditors who are not insiders.


OCA INC: Iowa Unit Files Schedules of Assets and Liabilities
------------------------------------------------------------
Orthodontic Centers of Iowa, Inc., OCA Inc.'s debtor-affiliate,
delivered its schedules of assets and liabilities to the U.S.
Bankruptcy Court for the Eastern District of Louisiana,
disclosing:

     Name of Schedule              Assets           Liabilities
     ----------------              ------           -----------
  A. Real Property              
  B. Personal Property            $132,033
  C. Property Claimed
     as Exempt
  D. Creditors Holding                              $92,225,022
     Secured Claims                                
  E. Creditors Holding
     Unsecured Priority Claims                           $1,935
  F. Creditors Holding                                  $15,606
     Unsecured Nonpriority
     Claims
                                  --------          -----------
     Total                        $132,033          $92,242,563

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/
-- provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well
as capital and proprietary information systems to approximately
200 orthodontic and dental practices representing approximately
almost 400 offices.  The Debtor's client practices provide
treatment to patients throughout the United States and in Japan,
Mexico, Spain, Brazil and Puerto Rico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  Three debtor-affiliates also filed for bankruptcy
protection on June 1, 2006 (Bankr. E.D. La. Case No. 06-10503).
William H. Patrick, III, Esq., at Heller Draper Hayden Patrick &
Horn, LLC, represents the Debtors.  Patrick S. Garrity, Esq., and
William E. Steffes, Esq., at Steffes Vingiello & McKenzie LLC
represent the Official Committee of Unsecured Creditors.  Carmen
H. Lonstein, Esq., at Bell Boyd & Lloyd LLC and Robin B. Cheatham,
Esq., at Adams and Reese LLP represent the Official Committee of
Equity Security Holders.  When the Debtors filed for protection
from their creditors, they listed $545,220,000 in total assets and
$196,337,000 in total debts.


OWENS CORNING: District Court Affirms Plan Confirmation Order
-------------------------------------------------------------
The Honorable John P. Fullam, Sr., of the U.S. District Court for
the Eastern District of Pennsylvania affirmed on September 28,
2006, the order of the Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware, confirming Owens
Corning's Sixth Amended Plan of Reorganization.

Judge Fullam also affirmed the Bankruptcy Court's findings of
fact and conclusions of law, issued September 26, 2006, in
support of the Plan Confirmation.

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

The confirmed Plan embodies an agreement Owens Corning reached in
May 2006 with key creditor groups.  The agreement provides, among
others, that:

    * Existing Owens Corning stock will be cancelled and
      131,400,000 shares of new stock will be issued, resulting
      in $3,942,000,000 of total equity value at emergence;

    * Bank creditors will receive a full recovery, amounting to
      approximately $2,422,600,000 in cash, including interest
      calculated as of March 31, 2006.  Interest will continue to
      accrue through the date of payment;

    * Non-bondholder senior and junior unsecured creditors will
      receive approximately $283,800,000 in cash;

    * Bondholders will receive equity, and asbestos claimants
      will receive cash and, if the FAIR Act does not become law,
      some equity; and

    * Owens Corning and Fibreboard asbestos claimants
      collectively will receive $2,640,200,000 in cash including
      certain escrow accounts.  The cash will be deposited into a
      trust fund that Owens Corning will establish pursuant to
      Section 524(g) of the Bankruptcy Code.  Owens Corning will
      also assign all rights to any insurance recoveries to the
      trust.

Owens Corning's total enterprise value at emergence is estimated
to be $5,858,000,000, including:

   -- $3,942,000,000 of new equity,

   -- $1,800,000,000 of new debt financing,

   -- $55,000,000 from existing debt at non-debtor Owens Corning
      entities, and

   -- $61,000,000 in new tax notes.

The agreement assumes a total recovery value of $8,576,000,000,
which includes a total enterprise value of $5,858,000,000, excess
cash of $1,250,000,000, Fibreboard trust and asbestos trust
assets of $1,622,000,000, less existing debt of $55,000,000 and
$99,000,000 worth of shares reserved for employee incentive
programs.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 144; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PEABODY ENERGY: Fitch Rates $900 Million Notes at BB+
-----------------------------------------------------
Fitch rated Peabody Energy Corporation's (NYSE: BTU) $650 million
senior notes due 2016 and $250 million notes due 2026 'BB+'.  
Fitch also affirmed these:

   -- Issuer Default Rating 'BB+'
   -- $650 million senior notes due 2013 'BB+'
   -- $250 million senior notes due 2016 'BB+'
   -- $1.8 billion revolving credit facility 'BB+'
   -- $950 million term loan facility 'BB+'

The Outlook on all Ratings is stable.

The new notes will be used to finance, in part, the acquisition of
Excel Coal Limited for a total acquisition price of approximately
$1.54 billion plus assumed debt of approximately $193 million.  
The transaction is to be an all cash deal and be debt financed.

The financing will double Peabody's current debt load and increase
Total Debt/Operating EBITDA from 1.6x to 3.3x pro forma for the
latest 12 months ended June 30, 2006.  Excel shareholders have
approved the sale and following court approval of the vote,
Peabody anticipates financial closing of the transaction later
this month.

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

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

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


PIETZ FEEDLOT: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pietz Feedlot, Inc.
        14285 342nd Avenue
        Roscoe, SD 57471

Bankruptcy Case No.: 06-10094

Chapter 11 Petition Date: October 5, 2006

Court: District of South Dakota (Aberdeen)

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Clair R. Gerry, Esq.
                  Stuart, Gerry & Schlimgen, Prof. LLC
                  P.O. Box 966
                  Sioux Falls, SD 57101-0966
                  Tel: (605) 336-6400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Finkbeiner, Delbert & Mike         Trade Debt             $25,312
13057 336th Avenue
Roscoe, SD 57471

Farst McNess                       Trade Debt              $7,800
120 East Clark Street
Freeport, IL 61082

Voller Ag, Inc.                    Trade Debt              $7,000
6250 7th Avenue Southeast
Hazelton, ND 58544

Ashley Vet                         Trade Debt              $2,667
315 1st Avenue Southwest
Ashley, ND 58413

Schurrs                            Trade Debt              $2,525
603 North Richmond Street
P.O. Box 105
Roscoe, SD 57471-0105

Cahill Schaefbauer & Bauer, LLC    Trade Debt              $2,354

Vilhauer Sales, Inc.               Trade Debt              $1,800

Anderson Livestock                 Trade Debt              $1,600

Seurer Agency                      Trade Debt              $1,500

Divne Concrete, Inc.               Trade Debt                $668

Sioux Nation of Wess, Spring       Trade Debt                $308

Dakota Electronics                 Trade Debt                 $87


PELTS & SKINS: Court Denies Plea to Extend Lease-Decision Period
----------------------------------------------------------------
The Honorable Jerry A. Brown of the U.S. Bankruptcy Court for the
Easter District of Louisiana denied the request of Pelts & Skins
LLC and its debtor-affiliate, PS Chez Sidney LLC, to extend the
period in which they can elect to assume, assume and assign, or
reject unexpired non-residential real property leases, until
Nov. 12, 2006.

Judge Brown said that the Debtors' request was premature.  The
Court directed the Debtors to request for further continuance of
the 120-day lease decision deadline before it expires.  

In their request, as published in the Troubled Company Reporter on
Sept. 19, 2006, the Debtors told the Court that due to the size
and complexity of their chapter 11 cases and the importance of the
leases to their continued operations, the 120-day statutory period
will not provide them with the sufficient time to appraise each
lease's value to a plan of reorganization.

Headquartered in Covington, Louisiana, Pelts & Skins, L.L.C. --
http://www.pelts.com/-- produces, processes, and sells alligator   
skins to tanneries throughout the United States.  The Company's
subsidiary, PS Chez Sidney, LLC, distributes alligator meat
packaged as Chef Penny's brand.  The Company and its subsidiary
filed for chapter 11 protection on Aug. 1, 2006 (Bankr. E.D. La.
Case No. 06-10742).  Douglas S. Draper, Esq., at Heller, Draper,
Hayden, Patrick & Horn, L.L.C., represents the Debtor.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million and $50 million.


PLY GEM: Alcoa Merger Cues S&P to Lower Sr. Sub. Rating to CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kearney, Missouri-based siding and window manufacturer
Ply Gem Industries Inc. to 'B' from 'B+'.  The senior subordinated
rating was lowered to 'CCC+' from 'B-'.

All ratings on the company were removed from CreditWatch where
they had been placed with negative implications on Sept. 25, 2006,
following the company's announcement that it had entered a
definitive agreement to acquire Alcoa Home Exteriors Inc., a
manufacturer of vinyl and aluminum siding and accessories, from
Alcoa Inc. (A-/Negative/A-2).  The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating and '1' recovery rating to PGI's proposed amended and
restated $644 million first-lien bank credit facility.

In addition, the rating agency assigned its 'B+' bank loan rating
and '1' recovery rating to PGI's proposed $117 million second-lien
bank loan.  The previous bank loan ratings are all based on
preliminary terms and conditions.

PGI is using the $292 of additional term loan proceeds and $35
million of cash to purchase Alcoa Home Exteriors for about $305
million and pay related fees and expenses.  The existing ratings
on PGI's current bank debt will be withdrawn once the current
transaction closes.

"The downgrade reflects PGI's very aggressive financial policy,"
said Standard & Poor's credit analyst Lisa Wright.

"We are concerned that this additional debt-financed acquisition,
shortly after the February 2006 debt-financed acquisition of
Alenco Windows and especially at this point in the housing cycle,
will likely prevent PGI from attaining credit metrics appropriate
for the prior ratings."

In addition, although Alcoa Home Exteriors somewhat improves PGI's
market position by making it the largest U.S. vinyl siding
manufacturer, the acquisition does not meaningfully improve the
company's business risk profile.

Ms. Wright said, "Our expectations for relatively steady end-
market demand over the long term and for low levels of capital
spending requirements support the ratings.  We could lower the
ratings if weaker markets in new residential construction or lower
demand for repair and remodeling meaningfully affect PGI's
earnings, or if PGI experiences raw-material cost increases that
it cannot pass through to customers.  We could revise the outlook
to positive if PGI achieves and sustains a total debt to EBITDA
ratio in the mid-4x area with funds from operations to total debt
of more than 10%."


PULL'R HOLDINGS: Hires Harvey & Parmelee as Accountants
-------------------------------------------------------
The Hon. Richard M. Neiter of the U.S. Bankruptcy Court for the
Central District of California in Los Angeles allowed Pull'R
Holdings LLC to employ Harvey & Parmelee LLP as its accountants.

As reported in the Troubled Company Reporter on Sept 14, 2006,
Harvey & Parmelee will complete the Debtor's 2005 Income Tax
Returns and related forms and other accounting functions as may be
necessary in light of the Debtor's pending sale of assets.

Richard Scrivanich, a member at Harvey & Parmelee, disclosed that
the firm will bill from $100 to $245 per hour.

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

Headquartered in Santa Fe Springs, California, Pull'R Holdings LLC
-- http://www.pullr.com/-- sell contractors' equipment and  
tools.  The Company is known for brands such as Bucket Boss, Dead
On Tools, and the Maasdam Pow'R-Pull line.   The Company and its
affiliate, Maasdam Pow'r Pull Inc., filed for bankruptcy
protection on April 27, 2006 (Bankr. C.D. Calif. Case No.
06-11669).  Lawrence Diamant, Esq., at Robinson, Diamant &
Wolkowitz, APC, represent the Debtors in their restructuring
efforts.  Aram Ordubegian, Esq., and David R. Weinstein, Esq., at
Weinstein, Weiss & Ordubegian represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for bankruptcy, they
reported $1 million to $10 million in total assets and $10 million
to $50 million in total debts.


RADNOR HOLDINGS: Four Executives to Get $625,000 Under Bonus Plan
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankrupt Court for the
District of Delaware ruled that Radnor Holdings Corporation and
its debtor-affiliates can pay top executives bonuses for their
"unique skills" needed to sell the Company's operations, the Dow
Jones Newswires reports.

Judge Walsh approved the bonus plan Wednesday, Oct. 4, allowing
four of the Company's top leaders to have access to a collection
of at least $625,000 despite an objection from the U.S. Trustee,
according to Dow Jones.

Laura McGann, writing for Dow Jones, says that the Company will
need further Court-approval before the CFO and executive vice
president can be awarded $180,000 that was to be allocated to them
under the Plan.

The bonus plans, Judge Walsh said, will encourage the executives
to "remain motivated to perform" as the Company prepares for a
sale of its assets at an auction on Nov. 20, 2006.

Following the payments of secured lenders from the auction
proceedings, up to 4% of the remaining money will be added to the
incentive pool.  Chief Executive Michael T. Kennedy will get a cut
of the pot at that point, dipping into cash that would otherwise
go to pay off the Debtors' unsecured debts, Mr. McGann adds.

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactures and distributes   
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serves the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RADNOR HOLDINGS: U.S. Trustee Revises Trustee Appointment Motion
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, amends her
motion to appoint a trustee or, in the alternative, an examiner in
Radnor Holdings Corporation and its debtor-affiliates' Chapter 11
cases.

Ms. Stapleton requests that she be authorized to appoint an
examiner pursuant to Section 1104(c)(2) of the Bankruptcy Code
only.  She had previously asked the Court to appoint a Chapter 11
Trustee or examiner under Sections 1104(a), (c)(1), and (e).

The U.S. Trustee wants a Chapter 11 Trustee appointed in the
Debtors' case to investigate:

    (1) the accuracy of the financial information in the first day
        affidavit and the financial information provided to the
        public by the Debtors;

    (2) whether any material information of the Debtors was
        altered or destroyed;

    (3) any material discrepancies in the reporting of the
        Debtor's inventory;

    (4) the transfers, including compensation and benefits, to
        insiders and to non-debtor related entities;

    (5) the proposed sale by the Debtor of its assets to
        Tennenbaum Capital Partners, LLC or to an affiliate
        thereof and the circumstances surrounding the Sale to
        determine the propriety of the Sale and whether any causes
        of action exist which may be pursued by the Debtor or
        other parties in interest with respect to the Sale; and

    (6) the control exerted by Tennenbaum Capital Partners, LLC or
        any person controlled by TCP over the Debtors prior to the
        Debtors' bankruptcy filing to determine the propriety of
        such control and whether any causes of action exist which
        may be pursued by the Debtor or other parties in interest
        with respect to the same.

The U.S. Trustee has raised concerns about the accuracy of the
information about the Debtor available to the public as well as
the management of the Debtors and the connections among the
lender, the Debtors, and the proposed bankruptcy professionals.

Headquartered in Radnor, Pennsylvania, Radnor Holdings
Corporation -- http://www.radnorholdings.com/-- manufactures  
and distributes a broad line of disposable food service products
in the United States, and specialty chemicals worldwide.  The
Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Case No. 06-10894).  Gregg M.
Galardi, Esq., and Mark L. Desgrosseilliers, Esq., at Skadden,
Arps, Slate, Meagher, represent the Debtors.  Donald J.
Detweiler, Esq., and Victoria Watson Counihan, Esq., at
Greenberg Traurig, LLP, serves the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed total assets of US$361,454,000 and
total debts of US$325,300,000.


RADNOR HOLDINGS: Panel Taps Jefferies & Co. as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Radnor
Holdings Corporation and its debtor-affiliates' chapter 11 cases,
ask the U.S. Bankruptcy Court for the District of Delaware for
authority to retain Jefferies & Company, Inc., as its financial
advisor, nunc pro tunc to Aug. 30, 2006.

Jefferies & Co. will:

   a) analyze and become familiar with the Debtors' business,
      operations, assets, financial condition and prospects;

   b) advise the Committee on the current state of the
      "restructuring market";

   c) assist and advise the 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 in this case; a sale of assets or equity, a
      liquidation, or otherwise, including, where appropriate,
      assisting the Committee in developing its own strategy for
      accomplishing a restructuring;

   d) assist and advise the Committee in evaluating and analyzing
      the proposed dip financing credit facility, including the
      analysis of other alternative financing sources;

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

   f) render other advisory services as may from time to time be
      agreed upon, in writing, by the Committee and the firm.

Jefferies & Co. will be paid:

   -- a monthly fee equal to $100,000 per month until the
      expiration or termination of the agreement.  The first
      monthly fee will be payable upon the execution of the
      agreement and each subsequent monthly fee will be payable in
      advance on the first day of each month.  If the first
      monthly fee payment is made for a partial month based upon
      the date on which the agreement is executed, then the
      monthly fee will be pro rated from the date on which the
      agreement is executed at the end of the month.  Each monthly
      fee will be fully accrued, due and payable in advance on the
      first day of each month; and

   -- upon the consummation of a restructuring or similar
      transaction, a transaction fee in an amount equal to the
      greater of:

       i) $500,000, or

      ii) 1% of any recoveries to the unsecured creditors,

      the transaction fee is fully earned and accrued upon the
      approval of the agreement by the Court and is due and
      payable on the earlier of:

       i) the date of receipt of recoveries by unsecured
          creditors, or

      ii) the effective date of a plan of reorganization or other
          restructuring.

William Q. Derrough, a Jefferies & Co. member, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/ -- manufactures and distributes  
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serves the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RAPID LINK: July 31 Balance Sheet Upside-Down by $3.5 Million
-------------------------------------------------------------
Rapid Link, Inc., filed its second quarter financial statements
for the three months ended July 31, 2006, with the Securities and
Exchange Commission on Sept. 14, 2006.

The Company incurred a $510,494 net loss on $4.8 million of net
revenues for the three months ended July 31, 2006, compared to a
$1 million net income on $2.3 million of net revenues in 2005.

At July 31, 2006, the Company's balance sheet showed $8.8 million
in total assets and $12.3 million in total liabilities, resulting
in a $3.5 million stockholders' deficit.  As of April 30, 2006,
the company's total stockholders' deficiency stood at $6.7
million.

The Company's July 31 balance sheet also showed strained liquidity
with $1.9 million in total current assets available to pay
$8 million in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?130a

                        Going Concern Doubt

KBA Group LLP, in Dallas, Texas, raised substantial doubt about
Rapid Link's ability to continue as a going concern after auditing
the Company's consolidated financial statements for the year ended
Oct. 31, 2005.  The auditor pointed to the Company's shareholders'
deficit of $6.3 million, and its recurring losses from continuing
operations during each of the last two fiscal years.

                         About Rapid Link

Headquartered in Los Angeles, California, Rapid Link, Inc. --
http://www.rapidlink.com/-- provides Voice over Internet Protocol  
communication services, including fax, data, and other Web-based
services.  The company offers PC-to-PC, PC-to-phone, phone-to-
phone calling on their unique set of Internet Access Devices
that provide a new low cost phone service that is delivered
through a broadband connection.


RENAISSANCE HOME: Moody's Cuts Ratings on Three Certificates
------------------------------------------------------------
Moody's Investors Service downgraded certain certificates from
three Renaissance Home Equity Loan Trust deals, issued in 2002.
The transactions, consist of subprime primarily first-lien
adjustable and fixed-rate loans.  All three transactions were
originated by Delta Funding Corporation.

The most subordinate certificate from the 2002-1, 2002-2, and
2002-3 transactions have been downgraded because existing credit
enhancement levels are low given the current projected losses on
the underlying pools.  The pool of mortgages has seen losses in
recent months and future losses could cause a more significant
erosion of the overcollateralization.  The 2002-2 and 2002-3
transactions have their overcollateralization below their target
or 50 bp floor as of the 9/25/06 reporting date.

These are Moody's rating actions:

   * Issuer: Renaissance Home Equity Loan Trust

   * Downgrades:

     -- Series 2002-1; Class B, downgraded to Ba2 from Baa2;
     -- Series 2002-2; Class B, downgraded to Ba3 from Baa2;
     -- Series 2002-3; Class B, downgraded to B2 from Baa2.


ROGERS COMMUNICATIONS: S&P Lifts Corporate Credit Rating to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit ratings on Toronto-based diversified communications and
media holding company Rogers Communications Inc., and its wholly
owned subsidiaries, to 'BB+' from 'BB', on improving credit
metrics and strong financial performance at Rogers Wireless Inc.

At the same time, Standard & Poor's raised its short-term
corporate credit rating on RCI to 'B-1' from 'B-2' based on
improved financial liquidity, again stemming from solid cash flow
generation at RWI.

In addition, the rating on RWI's senior secured debt was revised
to 'BB+' from 'BB', while the rating on Rogers Cable Inc.'s senior
secured second priority debt was affirmed at 'BB+'.  The outlook
on RCI and its subsidiaries was revised to stable from positive.

"The upgrade reflects improvements in credit metrics in the past
18 months through meaningful EBITDA growth as well the conversion
of debt-like instruments to equity in late 2005," said Standard &
Poor's credit analyst Madhav Hari.

"Other changes we expect are that organic growth and additional
debt reduction will drive improvements in credit ratios," Mr. Hari
added.

Nevertheless, the ratings continue to be constrained primarily by:

   * RCI management's relatively aggressive financial policy;
   * aggressive leverage; and
   * weak cash flow protection measures.

These weaknesses are offset by:

   * the strong business position and meaningful cash generation
     of the fast-growing wireless segment (RWI);

   * the satisfactory business risk profile of RCI's sizable cable
     operations (Rogers Cable Inc.); and

   * the added business diversity offered by the smaller but
     profitable media operation (Rogers Media Inc.).

The strength of the underlying operations could be challenged by
increased competition in the medium term.

RCI's aggressive financial policy has been demonstrated through
debt-financed acquisitions in the recent past (2004).  

Standard & Poor's expects RCI to make strategic and growth
acquisitions where available, which could result in substantial
changes to debt in the future.  RCI does, however, have a track
record of deleveraging following large debt-financed acquisitions.

Nevertheless, this does create long-term uncertainty and will
remain an important rating factor, despite the significant
improvement to short-term financials.
     
The stable outlook is based on expectations that wireless, digital
video, and broadband growth will drive low double-digit revenue
and EBITDA growth in the near term, and that profitable growth in
digital telephony will offset any slowdown at broadband in the
medium term.

The stable outlook further assumes that adjusted debt leverage
remains below 3.5x.  

Any positive outlook potential will depend primarily on our view
of RCI's financial policy, as well as on RCI maintaining its
competitive position, the current level of profitability, and
evidence that additional credit measure improvements will be
sustained.  Uncertainty about the potential for future debt-
financed acquisitions will remain an important consideration for
any upgrade.

Conversely, intense competition from Bell Canada (A-/Negative/A-2)
that unexpectedly leads to material pricing pressure and margin
erosion or, alternatively, a large debt-financed acquisition,
could prompt a negative revision of the outlook as well as a
possible downgrade.


ROTEC INDUSTRIES: Has Until December 29 to Decide on Leases
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Rotec Industries Inc. until Dec. 29, 2006, to assume, assume and
assign, or reject unexpired nonresidential real property leases.

In its request, as published in the Troubled Company Reporter on
Sept. 15, 2006, the Debtor told the Court that it needs more time
to properly analyze each real property lease to determine how best
to the benefit the Debtor's estate and creditors.

Even if any real property lease will not be assumed and assigned,
the Debtors said it will not be forced at this stage of its
chapter 11 proceeding to either incur potentially significant
administrative claims or focus to locating alternative facilities
from which to continue its business operations.

Documents filed with the Court did not disclose list of the
Debtor's leases.

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 Extends Removal Period to November 27
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Rotec
Industries Inc. until Nov. 27, 2006, to remove its pending civil
actions from State Court.

In its request, as published in the Troubled Company Reporter on
Sep 15, 2006, the Debtor told the Court that it has been focused
on stabilizing its business operations and engaging in
negotiations with various creditors since it filed for bankruptcy.  
As a result, the Debtor said it was not able to fully investigate
all of the State Court actions to decide whether removal is
appropriate.

The extension, according to the Debtor, will provide more time for
it to consider removal of any action and assure that the Debtor's
decision is fully informed and consistent with the best interests
of the estate.

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: Paying $138,735 in Workers' Insurance Premiums
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Rotec
Industries Inc. authority to obtain financing to pay for its
workers' insurance premiums through a workers compensation premium
finance agreement with First Insurance Funding Corp.

In the operation of its business, the Debtor maintains workers
compensation insurance, pursuant to which, the Debtor is required
to prepay the full premiums for the applicable coverage period.  
The Debtor has short-term coverage in place.

The Debtor said it needs the financing to preserve its cash by
paying the premiums in installments with the help of FIFC.

Under the Finance Agreement, the Debtor will use the fund to
purchase workers insurance policies, with premiums totaling
$138,735, from Pacific Employers Insurance Company.

FIFC agreed to furnish $104,051 to the Debtor, at an annual
percentage rate of 8.100%.  The Debtor will make a down payment to
FIFC in the amount of $34,683.  Thereafter, the Debtor will have
to pay to FIFC the sum of $106,759, consisting of the amount
financed plus interest, in seven monthly installments of $15,251
each.  The monthly installments are due on the 15th of each month,
beginning on Sept. 15, 2006.

The Debtor grants FIFC a power of attorney, which allows FIFC to
cancel the insurance policies financed under the Insurance
Premium Financing Agreement in the event of a default in payment
by the Debtor.

To secure payment of amounts due to FIFC under the Insurance
Premium Finance Agreement, the Debtor also grants FIFC a security
interest in unearned premiums that result from the cancellation
of the policies.

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.


SAMSONITE CORP: July 31 Balance Sheet Upside-Down by $45.1 Million
------------------------------------------------------------------
Samsonite Corporation reported a $2 million net loss on
$257.5 million of net revenues for the three months ended July 31,
2006, compared to $2.3 million of net income on $236.5 million of
net revenues in 2005.

At July 31, 2006, the Company's balance sheet showed
$615.7 million in total assets and $642.4 million in total
liabilities, resulting in a $45.1 million stockholders' deficit.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?130b

Samsonite Corporation (OTCBB: SAMC.OB) -- http://www.samsonite.com  
-- designs, manufactures and distributes luggage, casual bags,
business cases and travel related products throughout the world.
The Company also licenses its brand names and is involved with the
design and sale of apparel.

                             *   *   *

As reported in the Troubled Company Reporter on Sept. 15, 2006,
Moody's Investors Service placed the long-term ratings of
Samsonite Corporation, under review for possible upgrade:

      * B1 corporate family rating
      * B1 on the senior unsecured notes
      * B3 on the 8.875% subordinated notes


SATELITES MEXICANOS: Can Hire Ordinary Course Professionals
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted authority to Satelites Mexicanos, S.A. de C.V., to employ
professionals to provide services in the ordinary course of
business.

The Court directed the Ordinary Course Professionals to serve on
the Office of the U.S. Trustee for Region 2 and the Debtor, and
file with the Court:

    (i) an affidavit certifying that the professional does not
        represent or hold any interest adverse to the Debtor or to
        the estate with respect to the matter on which it is to be
        employed; and

   (ii) a completed retention questionnaire.

On Sept. 22, 2006, 16 Ordinary Course Professionals filed
affidavits and completed questionnaires with the Court:

     1. Vinson & Elkins L.L.P.;
     2. Despacho Acuna Y Asociados, S.C.;
     3. Gerardo Ayala Aranda;
     4. Biaggi & Messina;
     5. Bufete Hernandez Romo;
     6. Bufete Yllanes Ramos, S.C.;
     7. Galaz, Yamazaki, Ruiz Urquiza, S.C.;
     8. Garcia & Bodan (Nicaragua);
     9. Jose Carlos de Magalhaes Advogados Associados;
    10. Rizo, Armida Y Asociados, S.C.;
    11. SCI, S.A. de C.V.;
    12. Thompson & Knight Abogados, S.C.;
    13. Tozzini, Freire, Teixeira e Silva Advogados;
    14. Villegas, Cassis Y Asociados, S.C.;
    15. Garcia Y Garcia Abogados; and
    16. Telecomm Strategies, Inc.

The Ordinary Course Professionals advise the Court that they may
have performed services in the past and may perform services in
the future to certain parties-in-interest on matters unrelated to
the Debtor's Chapter 11 case.  The firms, however, assured the
Court that they do not perform services for any parties in
connection with the Debtor's case.

Timothy F. Foarde, Esq., a partner at Vinson & Elkins, L.L.P., in
New York, reports that the Debtor owes his firm $32,073 for
services prior to the filing for chapter 11 protection.

Matthew S. Barr, Esq., at Milbank, Tweed, Hadley & McCloy, LLP,
informs the Court that the Debtor will employ two more Ordinary
Course Professionals:

    1. Chevez, Ruiz, Zamarrita y Cia., S.C., as Mexican Tax Law
       advisor; and

    2. Consultora Federal de Comunicaciones, as consultant on
       corporate affairs in Argentina.

As reported in the Troubled Company Reporter on Aug. 30, 2006 the
Debtor proposes to pay each Ordinary Course Professional, without
a prior application to the Court, 100% of its fees and
disbursements incurred up to either:

    (a) $50,000 per month; or
    (b) $500,000 during the pendency of the Chapter 11 case.

Ordinary Course Professionals seeking more than $50,000 in a
single month while the Debtor is in Chapter 11, or $500,000 during
the pendency of the Chapter 11 case will be required to file a fee
application for the full amount of their fees.

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).


SILICON GRAPHICS: Parties Respond to Claims Objections
------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
disallow 124 claims in their entirety, as reported in the Troubled
Company Reporter on Sept. 13, 2006.

Specifically, the claims include:

    * 28 duplicative claims filed against the same Debtor for the
      same dollar amount and in respect of the same obligation;

    * nine claims that are no longer valid claims as the holder of
      each claim has filed a subsequent proof of claim which was
      intended to amend and supersede the previously filed claim;

    * 19 claims for which none of the Debtors have any record of
      liability;

    * 44 claims that Silicon Graphics, Inc., may be liable for,
      but none of the other Debtor entities against which the
      claims were filed have any liability.  The Debtors want the
      Court to expunge and disallow the 44 claims as against each
      Debtor entity other than the Debtor;

    * 24 claims that do not represent valid claims against the
      Debtors.

                            Responses

(A) BT Americas

Under certain agreements during an eight-year period, Silicon
Graphics, Inc., contracted with BT Americas Inc., formerly known
as formerly known as Syntegra (USA), Inc., for various services
relating to the diagnosis, testing, repair, and refurbishment of
the Debtors' products.

On April 1, 2003, Silicon Graphics and BT Americas entered into a
final written agreement, entitled "Repair Services Agreement."

In June 2004, Silicon Graphics provided BT Americas with a notice
of termination of the RSA.

In doing so, Silicon Graphics became obligated to reimburse BT
Americas for the costs of the components, now "excess materials,"
David M. Posner, Esq., at Hogan & Hartson L.L.P., in New York,
relates.

Mr. Posner says Silicon Graphics has refused to:

    -- pay the costs and took the position that it was required to
       reimburse BT Americas only for the actual and original
       purchase price of the components; and

    -- reimburse BT Americas for the other associated costs
       related to the components, which associated costs the
       Debtor had always agreed to pay and had always paid.

The Debtor owes BT Americas $418,566, plus pre-judgment interest,
for the excess material costs, Mr. Posner tells Judge Lifland.

Mr. Posner notes that pursuant to the RSA, certain material,
including Silicon Graphics' motherboards, were consigned to BT
Americas for repair.  As a longstanding practice between the
parties, BT Americas charged, and the Debtor paid, a minimum
handling and processing fee of $78 per board in connection with
the return or scrapping of the boards.

After Silicon Graphics terminated the parties' relationship, BT
Americas returned the consigned boards and invoiced the Debtor for
the minimum handling and processing fee per board.  Contrary to
the agreements and longstanding course of conduct between them,
however, Silicon Graphics refused to pay the invoiced minimum
charges unless the boards were actually repaired.

Mr. Posner tells the Court that the Debtor owes BT Americas
$63,833, plus pre-judgment interest, related to the returned board
handling and processing fees.

In September 2005, BT Americas filed a complaint against Silicon
Graphics in the Santa Clara Superior Court stating various causes
of action, including a cause of action for an open book account
for $482,399.

BT Americas and Silicon Graphics submitted the dispute to
mediation.  According to Mr. Posner, the mediation failed to
result in a settlement, and the $482,399 remains due and
outstanding.  Accordingly, the Santa Clara Superior Court Action
remains pending.

BT Americas consequently filed a proof of claim for $482,399
against Silicon Graphics.  The Debtors objected to the Claim.

Mr. Posner asserts that since the Claim constitutes prima facie
evidence of the validity, priority, and amount of the claim, the
Debtors bear the burden of proving that the Claim is not valid.
Yet, the Debtors have failed to do so.

Moreover, Mr. Posner says, the Debtors assertion that they
carefully reviewed their books and records and concluded no
liability with respect to the Claim is completely disingenuous
because the Debtors were not only served with the Complaint but
also engaged in mediation sessions with BT Americas.

Hence, BT Americas asks the Court to:

    (i) overrule the Objection with respect to its Claim; and
   (ii) deem the Claim as an allowed general, unsecured claim.

(B) Oracle

Oracle USA, Inc., asks the Court to allow its $302,087 claim in
full, for goods and services provided to one or more of the
Debtors.

Amish R. Doshi, Esq., at Pitney Hardin, LLP, in New York, tells
the Court that a payment obligation to Oracle has been established
as Oracle has provided ample support of its Claim and the Debtors
have not disputed the authenticity of the supporting documents.

Mr. Doshi asserts that Oracle's claim is prima facie valid and yet
the Debtors have offered nothing but an unsupported statement that
it has no record of the amount owed.

Moreover, Mr. Doshi argues that the Objection to the Oracle Claim
is baseless.  Oracle filed the Claim as a result of the Debtors'
failure to pay the $302,087 it owed, which balance is well
documented.

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: Liberty-Greenfield Wants $2.4M Admin. Claim Paid
------------------------------------------------------------------
Liberty-Greenfield/California, Inc., asks the U.S. Bankruptcy
Court for the Southern District of New York to:

    (1) allow its administrative expense claim for $2,485,485 and
        compel Silicon Graphics, Inc., to pay the amount; and

    (2) to the extent necessary, authorize the employment of
        Liberty-Greenfield as real estate advisor and broker for
        Silicon Graphics, nunc pro tunc to the Petition Date.

Silicon Graphics retained Liberty-Greenfield in 2002 to
restructure the Debtor's real estate portfolio and dispose of
excess real estate.

Philip D. Anker, Esq., at Wilmer Cutler Pickering Bale & Dorr
LLP, in New York, relates that Liberty-Greenfield, among other
things, helped Silicon Graphics in negotiations involving four
properties in Mountain View, California, where the Debtors had
their corporate headquarters.

In February 2006, under a commission agreement executed by the
parties, Silicon Graphics appointed Liberty-Greenfield as its
exclusive agent in connection with:

    -- the termination, modification, sublease, or assignment of
       two Mountain View leases; and

    -- the location and negotiation of a lease for new space to
       which Silicon Graphics would relocate its headquarters.

In return, Silicon Graphics agreed to pay Liberty-Greenfield a
fixed, minimum commission of $250,000.

Kenneth Gilbert, a principal in Liberty-Greenfield, headed the
project for the firm.

On the Petition Date, David Fairbanks, chief technology officer
and head of real estate at Silicon Graphics, informed Mr. Gilbert
of the bankruptcy filing and that the Debtors preferred to
continue with the negotiations of the Leases.  Mr. Fairbanks did
not suggest in any way that any action would be required for
Liberty-Greenfield to continue working on the transaction, Mr.
Anker tells the Court.

Liberty-Greenfield continued its efforts on the project.

On May 26, 2006, an agreement for termination of the Leases was
consummated.  Mr. Anker discloses that the transaction produced
substantial benefits to the Debtors, including, obtaining
$19,000,000 return in cash collateral securing the Leases.

From the Petition Date and through early September 2006, Liberty-
Greenfield continued to work on finding new space for the Debtors,
which resulted in Silicon Graphics' agreement to a lease for the
amount of space it currently needs and at far less cost than it
was paying.  Mr. Anker notes that the total transaction produced
gross savings in reduced lease costs over time of $126,281,626.

Mr. Anker emphasizes that under the terms of the Agreement,
Liberty-Greenfield is entitled to a Commission of $2,485,485.

On June 23, 2006, Liberty-Greenfield invoiced the Debtors for its
Commission.  Mr. Gilbert telephoned Mr. Fairbanks, who assured
Mr. Gilbert that the Debtors would process and pay the invoice
after it checked and confirmed the calculations of the
Commission.  Mr. Fairbanks later informed Mr. Gilbert that the
Debtors have agreed to pay Liberty-Greenfield $1,000,000, in
addition to the smaller commission to be paid by the landlord for
the new space to which the Debtors would be relocating.

The Debtors subsequently withdrew the reduced proposal.

Mr. Anker asserts that Liberty-Greenfield is entitled to an
administrative expense priority, and payment in full for its
Commission because, among other things:

    -- Silicon Graphics repeatedly requested and encouraged
       Liberty-Greenfield to continue its considerable efforts
       after the Petition Date to work on all aspects of the
       transaction; and

    -- after the Petition Date, Liberty-Greenfield devoted
       substantial time and effort to negotiate and complete
       various parts of the transaction, which efforts were
       beneficial to the Debtors' estate.

Mr. Anker avers that the Court would have authorized the timely
application for Liberty-Greenfield's employment as it was well
qualified to serve as the Debtors' real estate advisor and broker;
it holds no interest adverse to the bankruptcy estate; and it is
disinterested.

Mr. Anker informs the Court that extraordinary circumstances
justify Liberty-Greenfield's employment, specifically:

    -- the multi-million dollar benefits achieved for the estate
       and all its creditors;

    -- the Debtors' total failure to advise Liberty-Greenfield
       that Court approval of its continued retention might be
       required; and

    -- Liberty-Greenfield's prompt action to bring the matter
       before the Court.

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)


SPANSION LLC: Moody's Cuts Rating on $250 Mil. Senior Note to Caa1
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Spansion LLC's
proposed $400 million senior secured term loan while affirming the
B3 corporate family rating.

The rating on the company's $250 million senior unsecured note due
2016 was lowered to Caa1, reflecting the insertion of secured debt
into the capital structure.  The ratings reflect both the overall
probability of default of the company, to which Moody's assigns a
PDR of B3, and a loss given default of LGD 2 for the new bank
facility which has first priority lien on all domestic assets and
stock pledge of all domestic subsidiaries and 65% of foreign
subsidiaries (excluding Spansion Japan), as well as a second lien
on domestic accounts receivables.  

The rating outlook is stable.

Spansion's B3 corporate family rating reflects:

   * the high degree of business risk inherent to the capital
     intensive, volatile, and technologically evolving flash      
     memory market;

   * the strong exposure to the cell phone market which makes it    
     vulnerable to changes in demand as well as component
     pricing, although unit and bit demand remain strong and
     blended average selling prices are relatively stable;

   * its fairly limited financial flexibility although near term
     flexibility will be supported by the proceeds from the
     $400 million term loan;

   * Spansion's limited ability to weather sustained market
     weakness or technological or manufacturing missteps; and,

   * the significantly larger financial resources and business  
     diversity of some of its key competitors.

The rating also considers:

   * Spansion's strong position in the NOR flash memory market,
     although this traditional, $8 billion market directed
     primarily at the cell phone and embedded end markets is
     mature and slow growing;

   * Spansion's proprietary flash architecture called MirrorBit,
     which effectively doubles the density of each memory cell,
     gaining increased market acceptance as electronic devices
     require greater data density at lower cost per bit;

   * strong customer relationships among a range of end market
     customers including all of the top cell phone, consumer
     electronics, and automotive OEM's; and,

   * the company's success so far operating as a stand alone
     entity and in successfully migrating its business operations
     from former parent AMD.

Rating assigned:

   * $400 million senior secured term loan due 2012 at Ba3 (LGD2,
     23%)

Rating lowered:

   * $250 million senior unsecured note due 2015 to Caa1 (LGD4,
     65%) from B2 LGD3, 43%);

Ratings affirmed:

   * Corporate family rating B3;
   * Probability-of-default rating B3;
   * Speculative Grade Liquidity rating SGL-2.

Spansion Technology Inc., headquartered in Sunnyvale, California,
and parent of Spansion LLC, is a leading provider of flash memory
semiconductors that's after its initial public offering in
December 2005, is owned approximately 38% by Advanced Micro
Devices and 25% by Fujitsu Limited.

SPOKANE RACEWAY: John Munding Named as Chapter 11 Trustee
---------------------------------------------------------
The Hon. Patricia C. Williams of the U.S. Bankruptcy Court for the
Eastern District of Washington appointed a Chapter 11 Trustee in
Spokane Raceway Park Inc.'s bankruptcy proceeding.

John Munding, Esq., was named as the Chapter 11 Trustee.

As reported in the Troubled Company Reporter on Sept 8, 2006,
Ilene J. Lashinsky, the U.S. Trustee for Region 18, and Barry W.
Davidson, General Receiver for Washington Motorsports, Ltd., asked
the Court to convert the Debtor's case to a chapter 7 liquidation
or, in the alternative, appoint a chapter 11 trustee.

The U.S. Trustee cited four reasons on why the conversion or
appointment of a chapter 11 trustee was warranted:

    (a) the Debtor has filed inaccurate schedules;

    (b) the existence of secret bank accounts;

    (c) the Debtor's withholding of titles to vehicles from the
        receiver; and

    (d) the Superior Court's determination that the Debtor failed
        to keep adequate books and records.

Mr. Davidson, as General Receiver, told the Court that that the
Debtor had no reasonable likelihood of rehabilitation, and no
ability to effectuate a plan, adding:

    * the Debtor commenced its bankruptcy proceeding in bad faith,
      having with no liquidity from available assets with which to
      reorganize;

    * the Debtor has no employees;

    * the Debtor has little or no cash flow;

    * the Debtor has no income to sustain a plan of
      reorganization;

    * the Debtor has few non-insider unsecured creditors whose
      claims are relatively small;

    * the Debtor's unsuccessful efforts in defending state court
      actions;

    * allegations of wrongdoing the Debtor and its principals; and

    * rulings by Spokane County Superior Court that the Debtor
      breached contractual, statutory, and fiduciary duties to
      Washington Mutual.

Headquartered in Spokane, Washington, Spokane Raceway Park Inc.
-- http://www.spokaneracewaypark.com/-- operates a 2.5 mile Grand   
Prix Road Course and racing facility.  The Debtor filed for
chapter 11 protection on Aug. 17, 2006 (Bankr. E. D. Wash. Case
No. 06-01966).  Bruce R. Boyden, Esq., in Spokane, Washington,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed total assets of $62,904,383 and total
debts of $2,252,748.


SPOKANE RACEWAY: Chap. 11 Trustee Taps Crumb & Munding as Counsel
-----------------------------------------------------------------
John Munding, Esq., the Chapter 11 trustee overseeing Spokane
Raceway Park Inc.'s estate, asks the U.S. Bankruptcy Court for the
Eastern District of Washington for permission to employ Crumb &
Munding, P.S., as its bankruptcy counsel.

Crumb & Munding will represent the Chapter 11 trustee in the
Debtor's chapter 11 case.

Documents with the Court show that the firm's professionals bill:

         Professional                            Hourly Rate
         ------------                            -----------
         John D. Munding, Esq.                      $250
         Steven A. Crumb, Esq.                      $225
         Kenneth R. Cleveland, Esq.                 $125

         Legal Assistants                            $75
         Interns/Clerical                            $50

Mr. Munding assures the Court that his firm does not hold or
represent any interest adverse to the Debtor or its estate.

Mr. Munding can be reached at:

         John D. Munding, Esq.
         Crumb & Munding
         Attorneys At Law
         1950 Bank of America Financial Center
         601 West Riverside
         Spokane, Washington 99201-0611
         Tel: (509) 624-6464
         Fax: (509) 624-6155

Headquartered in Spokane, Washington, Spokane Raceway Park Inc.
-- http://www.spokaneracewaypark.com/-- operates a 2.5 mile Grand   
Prix Road Course and racing facility.  The Debtor filed for
chapter 11 protection on Aug. 17, 2006 (Bankr. E. D. Wash. Case
No. 06-01966).  Bruce R. Boyden, Esq., in Spokane, Washington,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed total assets of $62,904,383 and total
debts of $2,252,748.


STANLEY-MARTIN: S&P Affirms Low-B Ratings with Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit ratings on Stanley-Martin Communities LLC and its
subsidiary, Stanley-Martin Financing Corp., and its 'B-' ratings
on the companies' senior subordinated debt.  The outlook is
stable.

"The ratings reflect Stanley-Martin's comparatively small and
geographically concentrated market position in the currently soft
Washington, D.C., market, an aggressively leveraged balance sheet,
and limited financial flexibility relative to several of the
company's better-capitalized public competitors," said credit
analyst Elizabeth Campbell.

"These weaknesses are somewhat mitigated by a 40-year operating
history within a homebuilding market that, while currently soft,
continues to exhibit favorable job growth, a key driver to housing
demand."

Standard & Poor's expects Stanley-Martin to continue pursuing its
measured and conservative operating strategy, which should
generate adequate liquidity and free operating cash flow in the
near term.  Standard & Poor's expects the company to manage its
inventory over the next few quarters in a way that allows it to
maintain leverage levels at or below the current low-70% area
(book value).  Should leverage rise, however, a negative rating
action would be likely.


TEC FOODS: Court Denies Reorganization Plan, Requires Amendment
---------------------------------------------------------------
The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the
Eastern District of Michigan, Southern Division, denied TEC Foods,
Inc.'s Combined Plan of Reorganization and Disclosure Statement
preliminary approval holding that some terms under the Plan
require the Debtor's correction or clarification.

Specifically, the Court noted, among others, that the Plan must:

   1. state what the projected monthly payments will be to claims      
      under Classes 1, 2, and 5 over the life of the Plan; and

   2. describe any potential claims, including Chapter 5 causes of
      action, and their estimated value, and include those in the
      litigation analysis.  

The Court gave the Debtor until tomorrow, Oct. 10, 2006, to file
an amended and corrected combined plan and disclosure statement,
including a redlined version of the document.

              Combined Plan and Disclosure Statement

In the Combined Plan and Disclosure Statement, the Debtor proposes
to pay in full the $5,092,784 allowed secured claim of Wells Fargo
Bank, N.A., as indenture trustee, pursuant to the existing
contractual and secured note terms through fiscal year 2007.

Through sale-leaseback transactions for seven of the Debtor's
stores, the Debtor will pay Wells Fargo $3,749,299 in fiscal year
2007.  The balance owed to Wells Fargo after the payment will be
approximately $745,075.  The secured note obligation will be re-
amortized over 13 years from the effective date of the Plan at
10.09% and paid in cash pursuant to the governing contract and
secured note terms, as modified by the Plan.  The note obligations
owed by the Debtor to Wells Fargo will continue to be secured by
liens in all assets of the Debtor.

The allowed secured claims of General Motors Acceptance
Corporation and General Electric Capital Corporation for equipment
and vehicle leases totaling approximately $72,500 will be paid in
full and in cash in the ordinary course of business.  The secured
claims of GMAC and GE Capital will continue to be secured by liens
on the particular vehicles and equipment described in the
applicable secured notes and accompanying documents.

Holders of Allowed Unsecured Claims will also receive the amounts
of their allowed unsecured claims in full, at the applicable
statutory judgment rate of 5.12% accrued from the Debtor's
bankruptcy filing.

The allowed unsecured claim of FL Receivables Trust 2002-A will be
paid in full, in cash based upon a 13-year amortization schedule,
at the applicable statutory judgment rate of 5.12% accrued from
the Debtor's bankruptcy filing, with a balloon payment of
approximately $2 million at the end of the eighth fiscal year
post-confirmation.

The Plan also contemplates a monthly payment of $39,563 to FLRT on
its allowed claim.

Merchants Capital Partners L.P.'s allowed unsecured claim,
totaling $2,263,110, will be paid in full, in cash, in this
manner:

   i) all prepetition accrued interest, in the amount of
      $830,481, will be paid over eight years in the amount of
      $103,810 per year;

  ii) the principal note obligation to Merchants Capital,
      $1,600,000, with interest accrued from the Debtor's
      bankruptcy filing, at the applicable statutory judgment rate
      of 5.12%, which interest will be paid on a monthly basis;
      and

iii) Merchants Capital will be paid $1,600,000 in the tenth
      fiscal year post-confirmation.

Pursuant to a prepetition agreement with the Debtor, Merchants
Capital bears warrants on the common stock of the Debtor.

Equity Interests Holders will retain their interests in the
Debtor.

A full-text copy of the Debtor's Combined Plan of Reorganization
and Disclosure Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=061006054838

Headquartered in Pontiac, Michigan, TEC Foods, Inc., is a Taco
Bell franchisee.  The company filed for chapter 11 protection on
Nov. 3, 2005 (Bankr. E.D. Mich. Case No. 05-89154).  Paula A.
Hall, Esq., at Butzel Long, P.C., represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtor filed
for protection form its creditors, it estimated assets and debts
between $10 million and $50 million.


TITAN FINANCIAL: Sells Assets to World Acceptance for $14.5 Mil.
----------------------------------------------------------------
World Acceptance Corporation agreed to purchase assets, consisting
primarily of loans receivable, from Titan Financial Group, II,
LLC, and certain of its affiliated companies for approximately
$14.5 million in cash.  The assets include the loan portfolios and
operating assets of Titan office locations across Georgia and
South Carolina.  On Oct. 6, 2006, the Bankruptcy Court Judge
exercising jurisdiction over the Chapter 11 bankruptcy cases filed
by Titan and its affiliates entered an order approving the agreed
purchase terms.  World expects to close this acquisition in mid-
October.

"We expect to keep open 38 of the 69 Titan offices and consolidate
the remaining Titan offices into our existing operations," stated
Sandy McLean, World CEO.  "Many of the retained offices will put
us in markets not currently served by our existing offices."

                     About World Acceptance

World Acceptance Corporation (Nasdaq: WRLD) is a small-loan
consumer finance company, operating 678 offices in eleven states
and Mexico.  It is also the parent company of ParaData Financial
Systems, a provider of computer software solutions for the
consumer finance industry.

                      About Titan Financial

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.


TOWER RECORDS: Selects Great American to Liquidate All Assets
-------------------------------------------------------------
MTS Incorporated, dba Tower Records, and its debtor-affiliates
have selected Great American Group to handle inventory sales to
liquidate all of the company's assets.

The declaration follows a two-day auction, which included bidding
on the job by a number of prominent auction and liquidation firms
from all over the country.  Great American won with a bid of
$134.3 million, and immediately disclosed that it would liquidate
all of the assets of the California-based music retailer.  The
sale, which also includes various leases and properties, was given
final approval on Oct. 6, 2006 by the U.S. Bankruptcy Court for
the District of Delaware.

Great American said that it began the liquidation process and
going-out-of-business sales on Oct 7, 2006.

Liquidated will be all of the merchandise and equipment at Tower
Records' 89 stores across the United States.  Included will be
hundreds of thousands of music CDs, music and film DVDs, and
various audio equipment.

"We are very pleased to have been selected the winning bidder and
look forward to conducting an orderly and efficient liquidation,"
said Andrew Gumaer, President of Great American Group.  "All
merchandise at Tower stores will go on sale in the morning, with
deep discounts never before seen in the retail music business," he
added. Sales will continue until the entire inventory has been
liquidated.

Tower Records, which has 89 stores in 20 states and owes creditors
about $200 million, filed for Chapter 11 reorganization in August.  
The company cited the industry-wide decline in music sales,
downloading of online music and competition from big-box stores
such as Wal-Mart as the reasons for its financial problems.

The filing came two years after a reorganization that resulted in
bondholders forgiving millions of dollars in debt but taking an
85% stake in the company, leaving founder Russ Solomon and his
family with 15%.  Mr. Solomon founded Tower in 1960.

                   About Great American Group

Based in Woodland Hills, Calif., with offices in Chicago, New
York, Boston and Atlanta, Great American Group provides
liquidation services, auctions, wind-down services, appraisals,
valuations and related services.  The company's services focus on
turning excess inventory into immediate cash through strategic
retail store-closings and wholesale and industrial liquidations.

                       About Tower Records

Headquartered in West Sacramento, California, MTS, Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music  
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The Company and its affiliates previously filed for
chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case
No. 04-10394).  The Court confirmed the Debtors' plan on March 15,
2004.

The Company and seven of its affiliates filed their second
voluntary chapter 11 petitions on Aug. 20, 2006 (Bankr. D. Del.
Case Nos. 06-10886 through 06-10893).  Richards, Layton & Finger,
P.A. and O'Melveny & Myers LLP represent the Debtors.  The
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of more than $100
million.  The Debtors' exclusive period to file a chapter 11 plan
expires on Dec. 18, 2006.



USI HOLDINGS: Moody's Affirms B1 Rating on Sr. Credit Facilities
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on the senior
secured credit facilities of USI Holdings Corporation (NASDAQ:
USIH) following the company's announcement that it seeks to raise
an additional $100 million of term loan debt through the accordion
feature in its existing credit agreement.  The company intends to
use proceeds repay some borrowings under its revolving credit
facility and to fund potential acquisitions.  

The rating outlook is stable.

Moody's said that its rating on USIH reflects the company's
expertise in serving small and mid-sized businesses, its strategic
focus on cross-selling to strengthen client relationships, its
healthy operating margins and its good financial flexibility.  
These strengths are tempered by the company's modest size relative
to the largest global brokers, and by the integration risk
associated with its acquisition strategy.

The rating has been constrained by the company's volatile net
results over the past few years, reflecting acquisition
integration costs, restructuring charges and the effects of
discontinued operations.  The current rating incorporates
uncertainties surrounding a recent court verdict against USIH in a
copyright infringement case, as well as ongoing industry-wide
regulatory investigations into brokerage compensation practices.

Moody's expects that USIH will continue to report favorable
leverage and coverage metrics along with gradual improvement in
its net profit margin.  

Factors that could lead to an upgrade include

   -- sustained operating margins above 15%;

   -- sustained net profit margins above 5%;

   -- EBIT coverage of interest, adjusted for lease obligations,
      consistently above 3.0 times; and,

   -- the adjusted debt-to-EBITDA ratio remaining below 3.5   
      times.  

Factors that could lead to a downgrade include

   -- deterioration in operating margins to less than 10%;

   -- adjusted EBIT coverage of interest falling below
      2.0 times; or,

   -- the adjusted debt-to-EBITDA ratio rising above 4.5 times.

Moody's last rating action on USIH took place on February 15,
2006, when a B1 rating was assigned to the current credit
facilities.

USIH, based in Briarcliff Manor, New York, is the ninth-largest US
insurance brokerage firm. Through subsidiaries across the US, the
company distributes property & casualty insurance and employee
benefits products and services to small and mid-sized businesses.  
USIH reported total revenues of $271 million and net income of $15
million for the first six months of 2006. Shareholders' equity was
$426 million as of June 30, 2006.


WELD WHEEL: Sells Assets to American Racing for $24.4 Million
-------------------------------------------------------------
Weld Wheel Industries, Inc., has sold all of its assets to
California-based American Racing Equipment Inc. for $24.4 million,
Kansas City Business Journal reports.

Staff writer Chris Grenz says that on Sept. 28, 2006, Judge
Venters of the U.S. Bankruptcy Court for the Western District of
Missouri approved the sale agreement in which American Racing will
hire Weld Wheel's employees and keep all of the Debtor's assets,
including its primary facility at 6600 Stadium Drive and at 1245
Crystal Street, both located in Kansas City.

Larry Frazen, Esq., at Bryan Cave LLP, comments that about 200
workers would be transferred to American Racing, representing all
but about 20 Weld Wheel employees who were laid off.

In addition, American Racing wukk assume both of the Debtor's
lease agreements.  Mr. Frazen further says that the lease
agreement for the primary facility had been between the EDC Loan
Corp. and Weld Industries Inc.  EDC Loan is a unit of the Economic
Development Corp. of Kansas City.

Court documents show that the lease agreement was modified to
stipulate that American Racing would maintain 180 full-time jobs,
with the work force increasing to 230 full-time workers by the
lease's expiration.  If American Racing fails to meet the
employment threshold, it will pay a penalty of $3,500 a worker
below that figure, not to exceed $450,000, according to the
Journal.

Weld Wheel Industries, Inc. -- http://www.weldracing.com/--   
manufactures forged alloy wheels to enhance the performance and
appearance of racecars, off-road trucks, luxury pickups, SUV's,
premium motorcars, customs, hot rods, and motorcycles.  Weld Wheel
and its two debtor-affiliates filed for Chapter 11 protection on
Aug. 17, 2006 (Bankr W.D. Mo. Case No. 06-42105). Cynthia Dillard
Parres , Esq., and Laurence M. Frazen, Esq., at Bryan Cave LLP,
represents the Debtors.  The Official Committee of Unsecured
Creditors has selected Spencer Fane Britt & Browne LLP as counsel.
When the  Debtor sought protection from its creditors, it
estimated its assets and debts at $10 to $50 million.


WINN-DIXIE: Says 17 Claimants Do Not Have Valid Claims to Vote
--------------------------------------------------------------
Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, 14 claimants ask U.S. Bankruptcy Court for the Middle
District of Florida to temporarily allow the full amount of their
claims for purposes of voting to accept or reject Winn-Dixie
Stores, Inc., and its debtor-affiliates' Joint Plan of
Reorganization.

Claimant                            Total Amount
--------                            ------------
Catamount LS-KY LLC                  $1,451,789
The Estate of Plunkett                1,104,476
James Girdzus, Jr.                      944,791
Brach's Confections, Inc.               705,700
Catamount Rockingham LLC                630,726
Catamount Atlanta LLC                   531,069
Robbie McMillan                         250,000
Vicky Lynn Whipple                      250,000
Anna Lopiccolo                          100,000
Big Pine LLC                             19,219
Hamilton County, Tennessee               15,431
Kentucky Taxing Authorities         not indicated
Shaun Kevin Johnson, et al.         not indicated

In addition, Wah Hong Go, a former store manager of Winn-Dixie
Store No. 318 in Miami-Dade County, Florida, relates that he
filed Claim No. 12015 against the Debtors for having been
terminated from employment unlawfully on the basis of his race
and national origin.

Pursuant to an order granting stay relief, Mr. Go's statutory
causes of action are to be liquidated in a court of competent
jurisdiction in Miami-Dade County.  His case remains pending in
the U.S. District Court for the Southern District of Florida.

Mr. Go says the Debtors did not send him a voting ballot because
his claim is disputed.  Accordingly, Mr. Go asks the Court that
his claim be provisionally allowed for voting purposes only and
that he receive a ballot for that purpose.

Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, eight claimants ask the Court to temporarily allow the
full amount of their claims for purposes of voting to accept or
reject the Debtors' Joint Plan of Reorganization.

Claimant                                      Total Amount
--------                                      ------------
Ocean 505 Associates & Grandecks Associates     $342,417
LCH Opportunities LLC                            217,500
Muscogee County, Georgia                         152,825
City of Hampton, Virginia                         21,164
Bulloch County, Georgia                           10,834
CWCapital Asset Management LLC                not indicated
Harrison County, Mississippi                  not indicated
ORIX Capital Markets LLC                      not indicated

In addition, three claimants, who are presently not entitled to
vote on the Plan as evidenced by the Notice of Non-Voting Status
they received, ask the Court to allow them to participate in the
voting process.  The claimants are:

     * Jason L. Lodolce;
     * Ryan Malone; and
     * Jack Snipes.

The claimants assure the Court that allowing their claims for
voting purposes will not prejudice other claimants and will
enable an accurate and appropriate tabulation of votes on the
Plan.

                    Debtors' Omnibus Response

The Debtors do not object to the Rule 3018 Motions filed by three
claimants and ask the Court to direct voting agent Logan &
Company, Inc., to count the ballots of:

    -- Deutsche Bank Trust Company Americas;
    -- Estate of Plunkett; and
    -- LCH Opportunities LLC.

The Debtors, however, contend that 17 claimants do not have valid
claims or there is no basis for issuing any additional
provisional ballots to the claimants, thus they ask the Court to
deny the claimants' Rule 3018 Motions and direct the Voting Agent
not to count the ballots of:

   -- Big Pine LLC;
   -- Brach's Confections, Inc.;
   -- Bulloch County, Ga.;
   -- City of Hampton, Va.;
   -- Kentucky Taxing Authorities;
   -- Hamilton County, Tenn.;
   -- Wah Hong Go;
   -- James Girdzus, Jr.;
   -- Harrison County, Miss.;
   -- Shaun Kevin Johnson, et al.;
   -- Jason L. Lodolce;
   -- Anna Lopiccolo;
   -- Ryan Malone;
   -- Robbie McMillan;
   -- Muscogee County, Ga.;
   -- Jack Snipes; and
   -- Vicky Lynn Whipple.

In addition, the Debtors assert that each of four claimants
should only be permitted to vote a single claim.  The Debtors ask
the Court to instruct the Voting Agent to not count the ballot
submitted by these claimants to the extent that it exceeds these
amounts:

   Claimant                   Allowed Amount
   --------                   --------------
   Catamount Atlanta LLC         $153,220
   Catamount LS-KY LLC            551,346
   Catamount Rockingham LLC       207,282
   Ocean 505 Associates           242,128

Furthermore, the Debtors ask the Court to permit ORIX and
CWCapital to vote the provisional ballots they were issued and to
instruct the Voting Agent to count the ballots to the extent they
do not seek to vote:

   (1) claims that are wholly duplicative of other claims; or

   (2) higher amounts than permitted by the cap imposed by
       Section 502(b)(6) of the Bankruptcy Code.

The Debtors reserve their right to object to the claims on any
basis, including validity, amount, or status as secured, priority
unsecured or non-priority unsecured.

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: Posts $361.3 Million Net Loss for Year Ended June 28
----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates reported net
sales of $7,193,853,000 for the fiscal year ended June 28, 2006.  
This is a 2.7% increase over net sales for the fiscal year ended
June 29, 2005.

According to Winn-Dixie's Form 10-K filed with the U.S.
Securities and Exchange Commission, in fiscal 2006 identical
store sales increased 5.9% as compared to fiscal 2005, which is
an improvement over the prior year negative identical store sales
trends.

The company disclosed that its gross margin decreased by 20 basis
points for fiscal 2006 as compared to fiscal 2005, resulting
primarily from more aggressive pricing and promotional programs
and increased warehouse and delivery costs, partially offset by
improved shrink results.

Winn-Dixie's cash on hand and liquidity have improved since the
beginning of the fiscal year, primarily as a result of asset
sales and inventory liquidations, which were partially offset by
operating losses, according to Peter L. Lynch, Winn-Dixie
president and chief executive officer.

As of June 28, 2006, Winn-Dixie had $312,000,000 of available
liquidity, comprised of $147,600,000 of borrowing availability
under the DIP Credit Facility and $164,400,000 of certain cash
equivalents.  The company had no outstanding borrowings on its
revolving loan and has $40,000,000 outstanding on its fixed term
loan.

Winn-Dixie believes it has sufficient liquidity through borrowing
availability, available cash, trade credit and cash flows from
operating activities to fund its cash requirements for existing
operations and limited capital expenditures through the effective
date of a plan of reorganization, which is expected to occur as
soon as late October 2006.

"We expect that identical sales in fiscal 2007 will be positive,
but anticipate the growth to be smaller than the 5.9% increase
experienced in 2006.  We anticipate our fiscal 2007 other
operating and administrative expenses as a percentage of sales to
remain flat as compared to fiscal 2006," Mr. Lynch says.  

According to Mr. Lynch, the company anticipates additional
improvement in sales related to improved in-store execution and
customer service, the introduction of additional merchandising
initiatives, and brand marketing initiatives.  The majority of
store remodeling activity is not anticipated to begin until the
second half of fiscal 2007 and thus is not expected to result in
substantial sales increases in fiscal 2007.  

Winn-Dixie has no plans to open new stores in fiscal 2007 other
than two stores closed due to Hurricane Katrina that are
scheduled to reopen.

Because of its Chapter 11 filing, Winn-Dixie does not expect to
hold an annual meeting of shareholders in 2006.

              Winn-Dixie Stores, Inc. and Subsidiaries
                    Consolidated Balance Sheets
                         At June 28, 2006
                          (In thousands)

                             Assets

Current assets:
   Cash and cash equivalents                            $187,543
   Marketable securities                                  14,308
   Trade and other receivables, net                      152,237
   Insurance claims receivable                            46,162
   Income tax receivable                                  40,427
   Merchandise inventories, net                          477,885
   Prepaid expenses and other current assets              35,653
   Assets held for sale                                   44,710
                                                      ----------
Total current assets                                     998,925

Property, plant and equipment, net                       496,830
Other assets, net                                         99,220
                                                      ----------
TOTAL ASSETS                                          $1,594,975
                                                      ==========

            Liabilities And Shareholders' (Deficit) Equity

Current liabilities:
   Current borrowings under DIP Credit Facility          $40,000
   Current portion of long-term debt                         232
   Current obligations under capital leases                3,617
   Accounts payable                                      229,951
   Reserve for self-insurance liabilities                 74,905
   Accrued wages and salaries                             80,495
   Accrued rent                                           43,942
   Accrued expenses                                       95,107
   Liabilities related to assets held for sale             9,206
                                                      ----------
Total current liabilities                                577,455

Reserve for self-insurance liabilities                   151,131
Long-term debt                                               164
Long-term borrowings under DIP Credit Facility                 -
Obligations under capital leases                           5,369
Other liabilities                                         24,990
                                                      ----------
Total liabilities not subject to compromise              759,109

Liabilities subject to compromise                      1,117,954
                                                      ----------
Total liabilities                                      1,877,063

Shareholders' (deficit) equity:

Common stock $1 par value                                141,858
Additional paid-in-capital                                34,874
Accumulated deficit                                     (438,015)
Accumulated other comprehensive loss                     (20,805)
                                                      ----------
Total shareholders' (deficit) equity                    (282,088)
                                                      ----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY              $1,594,975
                                                      ==========

              Winn-Dixie Stores, Inc. and Subsidiaries
                Consolidated Statements of Operations
                      Year ended June 28, 2006
                          (In thousands)

Net sales                                             $7,193,853
Cost of sales                                          5,327,407
                                                      ----------
Gross profit on sales                                  1,866,446

Other operating and administrative expenses            2,008,449
Impairment charges                                        15,601
Restructuring (gain) charge, net                          (7,699)
                                                      ----------
Operating loss                                          (149,905)

Interest expense, net                                     11,968
                                                      ----------
Loss before reorganization items and income taxes       (161,873)
Reorganization items, net gain                          (251,180)
Income tax (benefit) expense                              (9,621)
                                                      ----------
Net earnings from continuing operations                   98,928

Discontinued operations:
   Loss from discontinued operations                    (142,966)
   Loss on disposal of discontinued operations          (320,846)
   Income tax benefit                                          -
                                                      ----------
Net loss from discontinued operations                   (463,812)
                                                      ----------
Cumulative effect of changes in accounting principle      (3,583)
                                                      ----------
Net loss                                               ($361,301)
                                                      ==========

              Winn-Dixie Stores, Inc. and Subsidiaries
               Consolidated Statements of Cash Flows
                      Year ended June 28, 2006
                          (In thousands)

Cash flows from operating activities:
   Net loss                                            ($361,301)
   Adjustments to reconcile net loss to net cash
      (used in) provided by operating activities:
      (Gain) loss on sales of assets, net               (112,748)
      Reorganization items, net gain                    (251,180)
      Depreciation and amortization                      111,336
      Impairment charges                                  23,292
      Deferred income taxes                                    -
      Stock compensation plans                             2,391
      Change in operating assets and liabilities:
         Trade, insurance and other receivables           20,875
         Merchandise inventories                         307,602
         Prepaid expenses and other current assets        37,637
         Accounts payable                                 61,274
         Reserve for self-insurance liabilities            6,027
         Lease liability on closed facilities            415,993
         Income taxes payable/receivable                  (8,990)
         Defined benefit plan                            (13,501)
         Other accrued expenses                           15,722
                                                      ----------
         Net cash (used in) provided by operating
         activities before reorganization items          254,429

   Cash effect of reorganization items                   (55,027)
                                                      ----------
Net cash provided by (used in) operating activities      199,402

Cash flows from investing activities:
   Purchases of property, plant and equipment            (30,538)
   Decrease in investments and other asset                 6,592
   Sales of assets                                       167,630
   Purchases of marketable securities                     (9,120)
   Sales of marketable securities                         14,158
   Other                                                     683
                                                      ----------
Net cash provided by (used in) investing activities      149,405

Cash flows from financing activities:
   Gross borrowings on DIP Credit Facility               698,542
   Gross payments on DIP Credit Facility                (903,545)
   Gross borrowings on revolving credit facility               -
   Gross payments on revolving credit facility                 -
   Principal payments on long-term debt                     (194)
   Debt issuance costs                                      (721)
   Principal payments on capital lease obligations        (1,610)
   Dividends paid                                              -
   Swap termination receipts/payments, net                     -
   Other                                                     858
                                                      ----------
Net cash (used in) provided by financing activities     (206,670)

Increase (decrease) in cash and cash equivalents         142,137
Cash and cash equivalents classified
   as assets held for sale                               (16,735)
Cash and cash equivalents at beginning of year            62,141
                                                      ----------
Cash and cash equivalents at end of year                $187,543
                                                      ==========

The Form 10-K filed by Winn-Dixie with the SEC is available free
of charge at http://ResearchArchives.com/t/s?1305

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: Court Okays Assumption of 62 Pacts with IBM Entities
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Winn-Dixie Stores, Inc., and its debtor-affiliates to
assume 62 leases and contracts with IBM Corporation, IBM Credit
LLC, and Ascential Software Corporation.

As reported in the Troubled Company Reporter on Sept. 5, 2006,
the Debtors lease computer hardware and obtain various software,
maintenance, and support services vital to their information
technology needs from the IBM Entities.

According to Cynthia C. Jackson, Esq., at Smith Hulsey & Busey,
in Jacksonville, Florida, the Debtors have negotiated with the
IBM Entities as to the terms of the assumption of the Leases and
Contracts.  The parties agreed that:

   (1) The Debtors will move to assume the Leases and Contracts
       under Section 365 of the Bankruptcy Code;

   (2) If they have not done so, the Debtors will return to the
       IBM Entities 26 leased servers used in stores that have
       been closed by the Debtors.  Any of the Leases and
       Contracts that separately govern the returned servers will
       be terminated by agreement of the parties.  IBM Credit
       will be granted an unsecured claim for $66,883 on account
       of the servers;

   (3) Claim No. 13235 asserted by IBM Corp. for $2,535,561
       against the Debtors for non-payment of prepetition sums
       due under the Leases and Contracts will be allowed, while
       Claim No. 2058, asserting $2,279,605, will be disallowed;

   (4) Claim No. 13245 filed by IBM Credit for $1,659,098 will be
       deemed amended to include the $66,883 account for the
       servers, and will be allowed in the increased amount of
       $1,725,981.  Claim No. 4215, asserting $14,052,843, will
       be disallowed;

   (5) Claim No. 9926 filed by Ascential for $131,052 will be
       allowed in its Court-reduced amount of $48,158;

   (6) The Debtors will pay any delinquent postpetition amounts
       owed under the Leases and Contracts to the IBM Entities,
       as applicable, within 10 days following approval of the
       assumption;

   (7) The IBM Entities will facilitate assumption of the Leases
       and Contracts by agreeing that:

       (a) the Debtors will not be required to pay the
           prepetition claims as cure under Section 365(b)(1)(A)
           of the Bankruptcy Code;

       (b) the requirements of Section 365 as they relate to any
           prepetition defaults will be waived in full by the IBM
           Entities;

       (c) the prepetition claims will not have administrative
           expense status as a result of the assumption of the
           Leases and Contracts or for any other purpose; and

       (d) the prepetition claims will retain the status of
           prepetition unsecured non-priority claims; and

   (8) The waiver of cure payments will not negate the impact of
       assumption on any claims held by the Debtors against the
       IBM Entities.  To avoid doubt, upon assumption of the
       Lease and Contracts, the Debtors will waive all rights
       they may otherwise have to preference claims or other
       claims or rights under Sections 544, 545, 547, 548 or 553
       of the Bankruptcy Code against the IBM Entities.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 53; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


XYBERNAUT CORP: Files Disclosure Statement in E.D. Virginia
-----------------------------------------------------------
Xybernaut Corp. and Xybernaut Solutions, Inc., filed with the
U.S. Bankruptcy Court for the Eastern District of Virginia in
Alexandria their Joint Plan of Reorganization and a Disclosure
Statement explaining that Plan.

River Capital LLC, the Debtors' DIP lender, and the Official
Committee of Unsecured Creditors support the Plan.

                     Overview of the Plan

The key elements of the Plan are:

   -- the Debtors will be substantively consolidated and will
      continue their businesses as Reorganized Xybernaut;

   -- Xybernaut Solutions, Inc., will be merged into Xybernaut
      Corporation on the Effective Date;

   -- funding for payments to creditors under the Plan will be
      provided by the River Capital LLC New Loans, proceeds of
      litigation, excess cash flow of Reorganized Xybernaut's
      businesses, and proceeds from the sale of the IP Assets;

   -- Reorganized Xybernaut will execute the General Unsecured
      Claims Subordinated Plan Note payable to the GUC
      Representative, in the principal amount up to $1,000,000;

   -- the General Unsecured Claims Distribution Fund will be
      established and funded with $175,000 in proceeds of the
      ERC Term Loan, a portion of the proceeds of the Litigation
      Fund, and proceeds of the General Unsecured Claims
      Subordinated Plan Note;

   -- the General Unsecured Claims Representative will be
      appointed as a representative of holders of General
      Unsecured Claims and the GUC Representative will administer
      the General Unsecured Claims Distribution Fund and make
      payments to holders of Allowed General Unsecured Claims;

   -- ERC will exchange a portion of the DIP Facility Claim in the
      amount of $952,748 for all of the New Common Stock of
      Reorganized Xybernaut on the Effective Date, subject to the
      terms of the Plan providing for alternative investors to
      submit bids for the New Common Stock and provide plan
      funding in accordance with the terms of the Plan;

   -- the balance of the DIP Facility Claim not exchanged by
      ERC for the New Common Stock will be paid over time by
      Reorganized Xybernaut after the Effective Date from proceeds
      (if any) of litigation;

   -- alternative prospective investors may submit Minimum Bids on
      or before the Bid Deadline on [ ], 2006, in accordance with
      bidding procedures approved by the Bankruptcy Court, to
      acquire all of the New Common Stock and provide plan funding
      pursuant to the terms of the Plan and the ERC New Loans;

   -- Minimum Bids must provide for:

      (a) an irrevocable offer to purchase all of the New Common
          Stock for Cash in an amount equal to or greater than
          $1,000,000, which amount shall be deposited with the
          Debtors on or before the Bid Deadline,

      (b) an irrevocable offer to provide funding necessary to
          consummate the Plan in the aggregate amount of
          approximately $5,212,262.55, including

          (x) to repay the DIP Facility Claim on the Effective
              Date in full in Cash in the amount of approximately
              $4,362,262.55 (assuming an Effective Date of
              Dec. 1, 2006), or such greater amount necessary to
              satisfy the DIP Facility Claim on the Effective Date
              (whether or not the Effective Date occurs on or
              after Dec. 1, 2006), and

          (y) to fund the ERC New Loans to be provided to
              Reorganized Xybernaut pursuant to the Plan, on the
              same terms and conditions as provided in the ERC New
              Credit Agreement in the aggregate amount of
              $850,000,

      (c) evidence of committed financing to perform the foregoing
          obligations, and

      (d) compliance with all other terms and procedures set forth
          in the Plan or approved by the Bankruptcy Court; and

   -- in the event a Winning Bid is consummated with an
      Alternative Investor on the Effective Date, the DIP Facility
      Claim will be repaid in full in Cash on the Effective Date
      and ERC will not provide the ERC New Loans.

                        Treatment of Claims

Holders of Allowed Administrative Expense Claim will receive cash
equal to the unpaid portion on the later of the Effective Date and
the first business day 30 days after the date on which the
Administrative Expense Claim is allowed.

Any Allowed Professional Fee Claim arising from May 15, 2006,
through the Effective Date will be paid pro rata from the ERC Term
Loan in the amount of $400,000, after payments of any Allowed
Administrative Expense Claims paid on the Effective Date.  Any
Allowed Professional Fee Claim not otherwise paid will be paid pro
rata from (x) the Litigation Fund in accordance with section 5.2
of the Plan, and (y) proceeds from the sale of the IP Assets in
accordance with section 5.3 of the Plan.  Holders of Allowed
Professional Fee Claims must seek Bankruptcy Court approval of
their claim.  

At the sole option of the Reorganized Debtors, holders of Allowed
Priority Tax Claims will receive:

   -- cash equal to the unpaid portion of its Allowed Priority Tax
      Claim, to be paid on or as soon as practical after the later
      of the Effective Date or the first Business Day 30 days
      after the date the Priority Tax Claim was allowed; or

   -- equal annual cash payments in an aggregate amount equal to
      the amount of such Allowed Priority Tax Claim, together with
      interest at the interest rate on the Effective Date for
      5-year treasury bills, paid over a period not longer than
      six years after the date the Allowed Priority Tax Claim was
      assessed.  These payments will begin one year after the
      Effective Date.

At the sole option of the Reorganized Debtors, holders of Class 1
Other Secured Claims will receive, in full satisfaction of their
claims:

   (a) payments continued or reinstated and all legal, equitable,
       and contractual rights shall be left unaltered and
       unimpaired;

   (b) cash equal to the interest in the property of the Estate
       constituting the collateral for such Allowed Other Secured
       Claim; or

   (c) the property of the Estate constituting the collateral for
       such Allowed Other Secured Claim shall be conveyed to the
       holder of such Claim.

Holders of Class 2 LC Fund Claims will receive 2.5% of all gross
aggregate sale proceeds of the Debtors' assets or businesses in
excess of $5,000,000 and 3.5% of any such gross sale proceeds in
excess of $10,000,000, if any sale of the Debtors' assets occurs
within one year after the Confirmation Date.

If no sale occurs or the sale does not yield proceeds in excess of
$5 million, LC Fund will receive no distribution under the Plan.

On the one-year anniversary of the Confirmation Date, any lien of
LC Fund will be deemed released, automatically and without any
further action by Reorganized Xybernaut.

The Class 3 ERC Claim will be paid from proceeds of the Litigation
Fund.

Class 4 Priority Non-Tax Claims will be paid in full with interest
over a period of three years from the effective date.

Class 5 Unsecured Claims will be paid from General Unsecured
Claims Distribution Fund, including proceeds of the Litigation
Fund and the General Unsecured Claims Subordinated Plan Note.

These classes of claims will not received anything under the plan:

   -- Class 6 Intercompany Claim;
   -- Class 7 Equity Interest in XC;
   -- Class 8 Equity Interest in XSI; and
   -- Class 9 Subordinated Securities Law Claims.

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

   http://www.researcharchives.com/bin/download?id=061008230531

                    About Xybernaut Corporation

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on July
25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).  John
H. Maddock III, Esq., at McGuireWoods LLP, represents the Debtors
in their chapter 11 proceedings.  Paul M. Sweeney, Esq., at
Linowes & Blocher LLP, represents the Official Committee of
Unsecured Creditors.  Craig Benson Young, Esq., at Connolly
Bove Lodge & Hutz, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $40 million in total assets and
$3.2 million in total debts.


* BOND PRICING: For the week of October 2 -- October 6, 2006
------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  01/15/04     1
ABC Rail Product                     10.500%  12/31/04     1
Adelphia Comm.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     1
Adelphia Comm.                        7.500%  01/15/04    63
Adelphia Comm.                        7.750%  01/15/09    65
Adelphia Comm.                        7.875%  05/01/09    65
Adelphia Comm.                        8.125%  07/15/03    66
Adelphia Comm.                        8.375%  02/01/08    66
Adelphia Comm.                        9.250%  10/01/02    61
Adelphia Comm.                        9.375%  11/15/09    69
Adelphia Comm.                        9.500%  02/15/04    63
Adelphia Comm.                        9.875%  03/01/05    65
Adelphia Comm.                        9.875%  03/01/07    65
Adelphia Comm.                       10.250%  06/15/11    70
Adelphia Comm.                       10.250%  11/01/06    63
Adelphia Comm.                       10.500%  07/15/04    65
Adelphia Comm.                       10.875%  10/01/10    66
Allegiance Tel.                      11.750%  02/15/08    47
Allegiance Tel.                      12.875%  05/15/08    48
Amer & Forgn Pwr                      5.000%  03/01/30    67
Amer Color Graph                     10.000%  06/15/10    69
Antigenics                            5.250%  02/01/25    64
Anvil Knitwear                       10.875%  03/15/07    72
Archibald Candy                      10.000%  11/01/07     0
Armstrong World                       6.350%  08/15/03    68
Armstrong World                       6.500%  08/15/05    68
Armstrong World                       7.450%  05/15/29    66
Armstrong World                       9.000%  06/15/04    66
ATA Holdings                         13.000%  02/01/09     4
Autocam Corp.                        10.875%  06/15/14    62
Avado Brands Inc                     11.750%  06/15/09     1
Bank New England                      8.750%  04/01/99     5
Bank New England                      9.500%  02/15/96    13
BBN Corp                              6.000%  04/01/12     0
Burlington North                      3.200%  01/01/45    58
Calpine Corp                          4.750%  11/15/23    48
Calpine Corp                          6.000%  09/30/14    39
Calpine Corp                          7.625%  04/15/06    72
Calpine Corp                          7.750%  04/15/09    72
Calpine Corp                          7.750%  06/01/15    37
Calpine Corp                          7.875%  04/01/08    72
Calpine Corp                          8.500%  02/15/11    49
Calpine Corp                          8.625%  08/15/10    48
Calpine Corp                          8.750%  07/15/07    73
Calpine Corp                         10.500%  05/15/06    72
Cell Therapeutic                      5.750%  06/15/08    70
Charter Comm Hld                     10.000%  05/15/11    75
Chic East Ill RR                      5.000%  01/01/54    56
CIH                                   9.920%  04/01/14    70
CIH                                  10.000%  05/15/14    69
CIH                                  11.125%  01/15/14    71
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     3
Columbia/HCA                          7.050%  12/01/27    72
Columbia/HCA                          7.500%  11/15/95    72
Comcast Corp                          2.000%  10/15/29    41
Comprehens Care                       7.500%  04/15/10    65
Cooper Standard                       8.375%  12/15/14    74
Cray Research                         6.125%  02/01/11     5
Dal-Dflt09/05                         9.000%  05/15/16    31
Dana Corp                             5.850%  01/15/15    65
Dana Corp                             6.500%  03/01/09    71
Dana Corp                             6.500%  03/15/08    72
Dana Corp                             7.000%  03/01/29    69
Dana Corp                             7.000%  03/15/28    69
Dana Corp                             9.000%  08/15/11    69
Dana Corp                            10.125%  03/15/10    72
Delco Remy Intl                       9.375%  04/15/12    42
Delco Remy Intl                      11.000%  05/01/09    52
Delphi Trust II                       6.197%  11/15/33    70
Delta Air Lines                       2.875%  02/18/24    30
Delta Air Lines                       7.700%  12/15/05    29
Delta Air Lines                       7.900%  12/15/09    30
Delta Air Lines                       8.000%  06/03/23    31
Delta Air Lines                       8.300%  12/15/29    31
Delta Air Lines                       9.250%  03/15/22    31
Delta Air Lines                       9.250%  12/27/07    29
Delta Air Lines                       9.750%  05/15/21    31
Delta Air Lines                      10.000%  06/01/08    56
Delta Air Lines                      10.000%  06/05/13    74
Delta Air Lines                      10.000%  08/15/08    32
Delta Air Lines                      10.060%  01/02/16    73
Delta Air Lines                      10.080%  06/16/07    65
Delta Air Lines                      10.125%  05/15/10    29
Delta Air Lines                      10.375%  02/01/11    30
Delta Air Lines                      10.375%  12/15/22    29
Deutsche Bank NY                      8.500%  11/15/16    72
Diamond Triumph                       9.250%  04/01/08    71
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    57
Dura Operating                        8.625%  04/15/12    38
Dura Operating                        9.000%  05/01/09     4
Duty Free Int'l                       7.000%  01/15/04     0
DVI Inc                               9.875%  02/01/04     8
Dyersburg Corp                        9.750%  09/01/07     0
Eagle-Picher Inc                      9.750%  09/01/13    74
Empire Gas Corp                       9.000%  12/31/07     1
Encysive Pharmac                      2.500%  03/15/12    73
Epix Medical Inc.                     3.000%  06/15/24    70
Exodus Comm Inc                      10.750%  12/12/09     0
Exodus Comm Inc                      11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    66
Federal-Mogul Co.                     7.375%  01/15/06    57
Federal-Mogul Co.                     7.500%  01/15/09    58
Federal-Mogul Co.                     8.160%  03/06/03    50
Federal-Mogul Co.                     8.330%  11/15/01    58
Federal-Mogul Co.                     8.370%  11/15/01    53
Federal-Mogul Co.                     8.800%  04/15/07    59
Finova Group                          7.500%  11/15/09    29
Ford Motor Co                         6.500%  08/01/18    75
Ford Motor Co                         6.625%  02/15/28    74
Ford Motor Co                         7.125%  11/15/25    75
Ford Motor Co                         7.400%  11/01/46    73
Ford Motor Co                         7.500%  08/01/26    75
Ford Motor Co                         7.700%  05/15/97    72
Ford Motor Co                         7.750%  06/15/43    74
GB Property Fndg                     11.000%  09/29/05    51
Golden Books Pub                     10.750%  12/31/04     0
Graftech Intl                         1.625%  01/15/24    73
GST Network Fndg                     10.500%  05/01/08     0
Gulf Mobile Ohio                      5.000%  12/01/56    75
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    38
Home Prod Intl                        9.625%  05/15/08    60
Inland Fiber                          9.625%  11/15/07    65
Insight Health                        9.875%  11/01/11    31
Iridium LLC/CAP                      10.875%  07/15/05    25
Iridium LLC/CAP                      11.250%  07/15/05    27
Iridium LLC/CAP                      13.000%  07/15/05    29
Iridium LLC/CAP                      14.000%  07/15/05    25
Isolagen Inc.                         3.500%  11/01/24    74
JTS Corp                              5.250%  04/29/02     0
K&F Industries                        9.625%  12/15/10    70
Kaiser Aluminum                       9.875%  02/15/02    33
Kaiser Aluminum                      12.750%  02/01/03     9
Kellstrom Inds                        5.500%  06/15/03     0
Kmart Corp                            8.540%  01/02/15    28
Kmart Corp                            8.990%  07/05/10     4
Kmart Corp                            9.350%  01/02/20    10
Kmart Funding                         8.800%  07/01/10    30
Kmart Funding                         9.440%  07/01/18    18
Liberty Media                         3.750%  02/15/30    60
Liberty Media                         4.000%  11/15/29    67
Lifecare Holding                      9.250%  08/15/13    71
Macsaver Financl                      7.400%  02/15/02     4
Macsaver Financl                      7.600%  08/01/07     3
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    64
Movie Gallery                        11.000%  05/01/12    66
MSX Int'l Inc.                       11.375%  01/15/08    70
Muzak LLC                             9.875%  03/15/09    64
New Orl Grt N RR                      5.000%  07/01/32    69
Northern Pacific RY                   3.000%  01/01/47    58
Northern Pacific RY                   3.000%  01/01/47    58
Northwest Airlines                    6.625%  05/15/23    55
Northwest Airlines                    7.248%  01/02/12    20
Northwest Airlines                    7.625%  11/15/23    56
Northwest Airlines                    7.875%  03/15/08    53
Northwest Airlines                    8.700%  03/15/07    54
Northwest Airlines                    8.875%  06/01/06    54
Northwest Airlines                    9.152%  04/01/10     7
Northwest Airlines                    9.179%  04/01/10    23
Northwest Airlines                    9.875%  03/15/07    58
Northwest Airlines                   10.000%  02/01/09    56
NTK Holdings Inc                     10.750%  03/01/14    70
Nutritional Src                      10.125%  08/01/09    66
Oakwood Homes                         7.875%  03/01/04     9
Oakwood Homes                         8.125%  03/01/09     5
Oscient Pharm                         3.500%  04/15/11    67
OSU-DFLT10/05                        13.375%  10/15/09     0
Outboard Marine                       9.125%  04/15/17     0
Outboard Marine                      10.750%  06/01/08     4
Overstock.com                         3.750%  12/01/11    74
Owens Corning                         7.000%  03/15/09    52
Owens Corning                         7.500%  05/01/05    53
Owens Corning                         7.500%  08/01/18    53
Owens Corning                         7.700%  05/01/08    53
Owens-Corning Fiber                   8.875%  06/01/02    48
Pac-West-Tender                      13.500%  02/01/09    65
PCA LLC/PCA Fin                      11.875%  08/01/09    25
Pegasus Satellite                     9.625%  10/15/49    11
Pegasus Satellite                     9.750%  12/01/06    11
Pegasus Satellite                    12.375%  08/01/06    11
Pegasus Satellite                    13.500%  03/01/07     0
Phar-mor Inc                         11.720%  09/11/02     0
Piedmont Aviat                       10.250%  01/15/49     1
Piedmont Aviat                       10.250%  01/15/49     3
Pixelworks Inc                        1.750%  05/15/24    71
Plainwell Inc                        11.000%  03/01/08     2
Pliant Corp                          13.000%  07/15/10    40
Primus Telecom                        3.750%  09/15/10    47
Primus Telecom                        8.000%  01/15/14    62
PSINET Inc                           10.500%  12/01/06     0
PSINET Inc                           11.000%  08/01/09     0
Radnor Holdings                      11.000%  03/15/10    12
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04     6
Rite Aid Corp                         6.875%  12/15/28    73
RJ Tower Corp.                       12.000%  06/01/13    20
Rotech HealthCare                     9.500%  04/01/12    70
Salton Inc                           12.250%  04/15/08    70
Solectron Corp                        0.500%  02/15/34    73
Toys R Us                             7.375%  10/15/18    72
Tribune Co                            2.000%  05/15/29    65
Triton Pcs Inc.                       8.750%  11/15/11    73
Tropical Sportsw                     11.000%  06/15/08     7
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      7.870%  01/30/19    54
United Air Lines                      8.700%  10/07/08    39
United Air Lines                      9.020%  04/19/12    56
United Air Lines                      9.200%  03/22/08    49
United Air Lines                      9.350%  04/07/16    33
United Air Lines                      9.560%  10/19/18    61
United Air Lines                     10.020%  03/22/14    49
United Air Lines                     10.110%  01/05/06     3
United Air Lines                     10.110%  02/19/49    41
US Air Inc.                          10.700%  01/01/49    22
US Air Inc.                          10.700%  01/15/49    23
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.750%  01/15/49    24
USAutos Trust                         5.100%  03/03/11    75
Venture Holdings                      9.500%  07/01/05     1
Venture Holdings                     11.000%  06/01/07     0
Vesta Insurance Group                 8.750%  07/15/25     9
Werner Holdings                      10.000%  11/15/07    10
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    70
Winn-Dixie Store                      8.875%  04/01/08    66
Winstar Comm Inc                     12.750%  04/15/10     0

                             *********

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 ***