TCR_Public/061011.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 11, 2006, Vol. 10, No. 242

                             Headlines

155 EAST TROPICANA: Moody's Assigns Loss-Given-Default Rating
ABITIBI-CONSOLIDATED: Poor Market Conditions Prompt Mill Closures
ADELPHIA COMMS: Panel Balks at Noteholders' Plea to Unseal Record
ADELPHIA COMMS: Parties Balk at Bank Lenders' Case Conversion Plea
ADVANCED MEDICAL: Fitch Affirms and Withdraws Low-B Ratings

AMAZON.COM: Moody's Assigns Loss-Given-Default Ratings
AMERICAN CREDIT: Selling Roanoke Personal Properties for $845,867
AMERICAN CREDIT: Brings In McGladrey & Pullen as Accountants
AMERISTAR CASINOS: Moody's Assigns Loss-Given-Default Rating
AMKOR TECH: Files Form 10-Q and Cures Alleged Defaults on Debts

ARMSTRONG WORLD: Five Panel Professionals Want Fees Allowed
ARMSTRONG WORLD: Sea-Pac Wants Claim Objection Overruled
ARMSTRONG WORLD: Distributes $407 Million to Class 6 Creditors
AZTAR CORPORATION: Moody's Assigns Loss-Given-Default Rating
BAKER & TAYLOR: Moody's Assigns Loss-Given-Default Rating

BALLY TOTAL: S&P Holds CCC Rating and Removes Developing Watch
BCBG MAX: Moody's Assigns Loss-Given-Default Ratings
BERRY PETROLEUM: S&P Pates Proposed $200 Million Senior Notes at B
BLB MANAGEMENT: Moody's Assigns Loss-Given-Default Rating
BLOCKBUSTER INC: Moody's Assigns Loss-Given-Default Ratings

CABLEVISION SYSTEMS: Sr. Notes Exchange Offer Stretched to Nov. 2
CABLEVISION SYSTEM: Dolan's Offer Cues Moody's to Review Ratings
CABLEVISION SYSTEMS: Dolan Buyout Offer Prompts Fitch's Neg. Watch
CATHOLIC CHURCH: Parishioners Can Hold Claims Against Portland
CATHOLIC CHURCH: Davenport Diocese Files for Bankruptcy Protection

CATHOLIC CHURCH: Diocese of Davenport Chapter 11 Case Summary
CINEMARK INC: Century Acquisition Closing Cues S&P to Cut Ratings
COMPLETE RETREATS: Selects Donlin Recano as Claims Agent
COMPLETE RETREATS: Wants Removal Period Extended to January 19
CSC HOLDINGS: Dolan Family's Offer Cues Moody's to Review Ratings

DANA CORP: Martinez Group Wants $259,041 Administrative Claim Paid
DANA CORP: Patti Organ Wants Stay Lifted to Pursue Insurance
DELTA AIR: Parties Object to Lease Claims Objection Process
DELTA AIR: Aircraft Creditors Balk at Claims Objection Procedures
DIRECTED ELECTRONICS: Polk Audio Buy Cues S&P to Lower Ratings

EATON VANCE: S&P Affirms BB- Rating on Class D Notes
E.SPIRE COMMS: Ch. 7 Trustee Hires Rawle & Henderson as Co-Counsel
FEDERAL-MOGUL: Insurers Want Dresser Case Heard in State Court
FEDERAL-MOGUL: Underwriters to Reply on Travelers' Objection
FLAGSTONE CBO: Fitch Holds BB Rating on $10.3 Mil. Class B-1 Notes

FLYI INC: Judge Walrath Adjourns Disclosure Statement Hearing
FLYI INC: Wants Removal Period Extended to January 31
FOAMEX INT'L: Exclusive Plan Filing Period Extended to November 15
FORD MOTOR: Could be Next in Renault-Nissan's Quest for Alliance
GENERAL MOTORS: S&P Retains Watch After Nissan-Renault Talks End

GOODING'S SUPERMARKETS: Files Amended Disclosure Statement
GORDON MEISEL: Case Summary & Nine Largest Unsecured Creditors
GREENWICH CAPITAL: S&P Affirms Low-B Ratings on Three Certificates
GREYSTONE LOGISTICS: Murrell Hall Raises Going Concern Doubt
GTM HOLDINGS: S&P Junks Rating on $105 Million 2nd-Lien Term Loan

INTERSTATE BAKERIES: Sells Portland Asset to Sierra Construction
INTERSTATE BAKERIES: Wants Some Transfers to JPMorgan Avoided
INTERSTATE BAKERIES: Claim Purchasers Form Ad Hoc Committee
JDA SOFTWARE: Moody's Assigns Loss-Given-Default Rating
JEAN COUTU: Takes $120MM Impairment Loss in FY2007 Second Quarter

KARA HOMES: Case Summary & 172 Largest Unsecured Creditors
KARA HOMES: Magyar Bank Clarifies $5.135 Million Security Loan
KERR-MCGEE CORP: Moody's Lifts Ratings on Notes and Debentures
LAKESIDE HEIGHTS: Case Summary & 19 Largest Unsecured Creditors
LB-UBS COMMERCIAL: S&P Holds Low-B Ratings on Six Certificates

LONDON FOG: Pays $400,00 Break Up Fee to LF Joint Venture
MADE2MANAGE SYSTEMS: Moody's Assigns Loss-Given-Default Rating
MAGMA CDO: Moody's Lifts $14.5 Million Sub. Notes' Rating to B3
MARSH SUPERMARKETS: Acquisition Cues Moody's to Withdraw Ratings
MEDICALCV INC: Posts $4 Million Net Loss in First Quarter

MERIDIAN AUTOMOTIVE: Files Revised Fourth Amended Plan in Delaware
MERIDIAN AUTOMOTIVE: Committee Objects to Disclosure Statement
MERIDIAN AUTOMOTIVE: Committee Objects to Solicitation Procedures
MESABA AVIATION: May Shut Down If Employees Refuse Pay Cuts
METROPCS WIRELESS: Moody's Junks Senior Unsecured Bond's Rating

MICHAELS STORES: S&P Rates Planned $2.4 Billion Term Loan at B-
MILLS CORP: Completes $988 Mil. Asset Sale to Ivanhoe Cambridge
NATIONAL PROCESSING: Moody's Rates $140 Mil. Senior Loan at Caa2
NEOPLAN USA: Files Amended Disclosure Statement in Delaware
NORTHWEST AIRLINES: 3V Capital & Pierce Want to File $2.07MM Claim

NORTHWEST AIRLINES: Okays Extension of MAC's Section 1110 Period
NOVA CDO: S&P Junks Ratings on Class C Notes
NUANCE COMMS: Moody's Assigns Loss-Given-Default Rating
OMEGA POLYMER: Selling all Assets to Resilience Capital
ONEIDA LTD: April 29 Stockholders' Deficit Widens to $43.5 Million

OWENS CORNING: Torrejon Wants to Intervene in Bankruptcy Case
PEABODY ENERGY: S&P Rates $900 Mil. Senior Unsecured Notes at BB
PROTECTION ONE: Fitch Withdraws Junk Rating on Sr. Sub. Debt
RAFAELLA APPAREL: Moody's Assigns Loss-Given-Default Rating
RAINBOW NAT'L: Dolan Family's Offer Cues Moody's to Review Ratings

REFCO INC: Files Amended Plan and Disclosure Statement in New York
REFCO INC: FXCM Says Disclosure Statement in Silent on Interest
SCOTTS MIRACLE-GRO: Moody's Assigns Loss-Given-Default Rating
SIRVA INC: S&P Withdraws Low-B Ratings and Removes Negative Watch
SPANSION LLC: S&P Rates New $400 Million Term Loan at B+

SPECIALTYCHEM PRODUCTS: Wants to Sell ChemDesign's Assets
SPECTRUM BRANDS: Moody's Assigns Loss-Given-Default Ratings
STROBER ORGANIZATION: Moody's Assigns Loss-Given-Default Rating
STRUCTURED ASSET: S&P Junks Rating on Class B-5 Loan
TODD MCFARLANE: Files Amended Liquidation Plan in Arizona

TODD MCFARLANE: Disclosure Statement Hearing Slated for November 9
TOWER RECORDS: Court Approves Retention of FTI Palladium
TTM TECH: S&P Rates Proposed $240 Mil. Senior Facilities at BB-
UNIVERSAL EXPRESS: Buying New Jersey Gasoline Assets for $42 Mil.
USA COMMERCIAL: Disclosure Statement Hearing Scheduled on  Nov. 13

USA COMMERCIAL: Exclusive Solicitation Period Intact Until Oct. 19
VERIDICOM INT'L: June 30 Stockholders' Deficit Widens to $4.3 Mil.
VTEX ENERGY: July 31 Working Capital Deficit Tops $10 Million
WESTERN APARTMENT: Rowell to Craft Traffic Assessment Report
WESTERN APARTMENT: Gets Court Okay to Hire Scientific Consultant

WHITE RIVER: Court Okays Marvin R. Moore as Mining Engineer
WHITE RIVER: Wants to Expand Realization Advisor's Duties
WINN-DIXIE: Major Creditors Approve Reorganization Plan

* Timothy Porter Joins Proskauer Rose as Senior Counsel

* Upcoming Meetings, Conferences and Seminars

                             *********

155 EAST TROPICANA: 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 gaming, lodging and leisure sectors, the
rating agency confirmed its B3 Corporate Family Rating for 155
East Tropicana, LLC, as well as its B3 rating on the company's
8-3/4% Senior Secured Notes.  Moody's assigned those debentures an
LGD4 rating suggesting noteholders will experience a 57% loss in
the event of a default.

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

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

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

155 East Tropicana, LLC owns the Hotel San Remo Casino and Resort
in Las Vegas, Nevada, which the company has begun to renovate and
re-brand as Hooters Casino Hotel.  The property is located one-
half block from the intersection of Tropicana Avenue and Las Vegas
Boulevard, a major intersection on the Las Vegas Strip.  The Hotel
San Remo currently features 711 hotel rooms and an approximately
24,000 square-foot casino.


ABITIBI-CONSOLIDATED: Poor Market Conditions Prompt Mill Closures
-----------------------------------------------------------------
Around 700 workers at Abitibi-Consolidated, Inc., are set to lose
their jobs as the Canadian forestry company closes four of its
paper mills on October 16, The Toronto Star reports.

Yves Laflamme, Abitibi-Consolidated vice president, said in a
report from The Star that weakening market conditions for lumber
coupled with rising productions costs led to the closure
decisions.

CBC News relates that the four mills slated for closure are
located in the regions of Abitibi-Temiscamingue, Lac Saint-Jean
and the North Shore.

In August, Abitibi-Consolidated disclosed the suspension of
quarterly dividend payments as part of its efforts to reduce debt
starting in 2007 as well as provide liquidity and improve
profitability.

Abitibi-Consolidated reported a $48 million operating profit for
the second quarter of 2006, compared with an operating profit of
$57 million for the same period in the prior year.  The Company
attributed lower operating profits in the 2006-second quarter to
the strength of the Canadian dollar, lower prices in the wood
products segment and higher cost of products sold in the
commercial printing papers segment.  According to Abitibi-
Consolidated, the 10.8% appreciation of the Canadian dollar
compared to the US dollar, is estimated to have had an unfavorable
impact of $83 million on the quarterly operating results.

                    About Abitibi-Consolidated

Abitibi-Consolidated, Inc. -- http://www.abitibiconsolidated.com/
-- produces newsprint and commercial printing paper products from
its 45 operating facilities.  The Company also recycler newspapers
and magazines, diverting approximately 1.9 million tonnes of waste
paper from landfills annually

                         *     *     *

Moody's Investors Service affirmed its B1 Corporate Family Rating
for Abitibi-Consolidated, Inc., in connection with its
implementation of the new Probability-of-Default and Loss-Given-
Default rating methodology for the North American Forest Products
sector.  Moody's placed LGD4 Loss-Given-Default ratings to 15 of
the Company's loan and bond debt obligations, suggesting debt
holders will experience a 57% loss in the event of a default.

As reported in the Troubled Company Reporter on May 1, 2006,
Dominion Bond Rating Service confirmed the ratings of Abitibi-
Consolidated Inc., and Abitibi-Consolidated Company of Canada at
BB (low).


ADELPHIA COMMS: Panel Balks at Noteholders' Plea to Unseal Record
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Adelphia
Communications Corporation's chapter 11 case and several parties-
in-interest filed with the U.S. Bankruptcy Court for the Southern
District of New York their objection to the request of the ACC
Senior Noteholders to unseal the full record of the resolution
process and the negotiations that led up to the ACOM Debtors'
Fifth Amended Plan of Reorganization.

       Statements Supporting ACC Senior Noteholders Request

Calyon New York Branch adopts and incorporates by reference the
legal arguments pertaining solely to the unseal request by
Aurelius Capital Management, LP; Catalyst Investment Management
Co., LLC; Drawbridge Global Macro Advisors LLC; Drawbridge Special
Opportunities Advisors, LLC; Elliot Associates, LP; Farallon
Capital Management LLC; Noonday Asset Management LP; and Perry
Capital LLC, as holders or investment advisors to holders of
certain notes and debentures issued by Adelphia Communications
Corporation.

The Official Committee of Equity Security Holders agrees that the
Court should unseal the record on plan issues and permit
adjudication of the intercreditor disputes.

Representing the Equity Committee, Gregory A. Blue, Esq., at
Morgenstern Jacobs & Blue, LLC, in New York, contends that the
time has come to unseal the full record of the resolution process
and the negotiations that led up to the ACOM Debtors' Fifth
Amended Plan of Reorganization.  The Supreme Court in Consol.
Rock, 312 U.S., has stated unequivocally that "[a]nything short of
voluntary and honest disclosure [of financial information]
obstructs the policy of Chapter 11 towards fair settlement through
a negotiation process between informed interested parties."

                Objections To Noteholders' Request
                To Adjudicate Intercompany Disputes

Marc Abrams, Esq., at Willkie Farr & Gallagher LLP, in New York,
argues that the Court is not obligated to resume the resolution
process nor would doing so serve the interest of any stakeholder
because:

   (a) resumption of the resolution process is impractical,
       destructive of value, and a sub-optimal alternative to the
       proposed Fifth Amended Plan;

   (b) the Plan Agreement is a permissible and highly preferable
       alternative for resolving the intercreditor dispute;

   (c) the Debtors have complied in all respects with their
       neutrality obligations; and

   (d) whether the settlement contemplated by the Fifth Amended
       Plan is fair and reasonable or not are issues that can
       and will be addressed at a future confirmation hearing;
       it is not a basis to resume the resolution process now.

Representing the ACC II Committee, an ad hoc committee comprised
of holders of ACC Notes and Arahova Notes, Jeremy V. Richards,
Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, in Los
Angeles, California, asserts that there is no benefit to resume
the Motion In Aid Process.  The ACOM Debtors' Fifth Amended Plan
of Reorganization embodies the resolution of the disputed issues
that are subject of the MIA Process.

"The idea that the MIA Process is a viable alternative to either
the Fifth Amended Plan or any other settlement plan is unrealistic
and untenable," Mr. Richards contends.  Unless the Court is
prepared to accept that the MIA Process requires that each and
every disputed issue be litigated to a final and non-appealable
judgment, the MIA Process must encompass the possibility of
settlement.

Representing the Ad Hoc Committee of FrontierVision Noteholders,
Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, contends that the settlement contained in the Fifth
Amended Plan:

   (a) does not violate the rights of the ACC Senior Noteholders,
   (b) was negotiated at arm's-length, and
   (b) should be sent out for a vote by creditors.

Mr. Eckstein further argues that:

    -- the ACC Senior Noteholders are not successor to the Ad Hoc
       Committee of ACC Noteholders and does not have the right
       to litigate or settle the ACOM's intercompany claims;

    -- the ACOM Debtors and the Creditors Committee have standing
       to propose and solicit the Fifth Amended Plan;

    -- nothing in the Plan term sheet or Plan process has
       interfered with the due process rights of ACC Senior
       Noteholders; and

    -- the settlement does not "take" anything from anybody
       to benefit the FrontierVision Noteholders.

Representing the Ad Hoc Committee of Arahova Noteholders, Gerard
Uzzi, Esq., at White & Case LLP, in New York, asserts that the ACC
Senior Noteholders are not the ACC Senior Noteholders Committee.
The MIA Process identified certain "Deemed Participants," who were
automatically included in the MIA Litigation.  The list included
the ACC Senior Noteholders Committee, represented by Hennigan,
Bennett & Dorman LLP.  The individual bondholders on the ACC
Senior Noteholders Committee were not designated as Deemed
Participants.  Any other party-in-interest seeking to participate
in the MIA Litigation could file a "Participation Request."  The
ACC Senior Noteholders, however, did not file the necessary
Participation Request.

Representing the Official Committee of Unsecured Creditors, David
M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in
New York, contends that unsealing the MIA record could severely
mislead stakeholders and thus, taint the confirmation process.

                  About Adelphia Communications

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue Nos. 149; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Parties Balk at Bank Lenders' Case Conversion Plea
------------------------------------------------------------------
The Official Committee of Unsecured Creditors to Adelphia
Communications Corporation's chapter 11 case and several parties-
in-interest filed with the U.S. Bankruptcy Court for the Southern
District of New York their objection to the request of several
bank lenders to terminate the exclusive periods of the Debtor and
its debtor-affiliates or to convert the Debtors' cases to a
liquidation proceeding under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Aug. 29, 2006
several bank lenders ask the Court to terminate the exclusive
periods of the Debtor and its debtor-affiliates to allow the banks
to file and solicit acceptance of a Chapter 11 plan or plans for
the Debtors.

In the alternative, the Bank Lenders want the Debtors' cases
converted to a liquidation proceeding under Chapter 7 of the
Bankruptcy Code.

                            Objections

Several parties-in-interest filed with the Court their objections
to several bank lenders' request to terminate the Operating
Company Debtors' exclusive periods and to Calyon New York Branch
and The Bank of New York's request to convert the Obligor Debtors'
cases to Chapter 7:

   (a) Highfields Capital Management and Tudor Investment
       Corporation;

   (b) W.R. Huff Asset Management Co., L.L.C;

   (c) the ACC II Committee, an ad hoc committee comprised of
       holders of ACC Notes and Arahova Notes, namely, Murray
       Capital Management, Inc.; Stark & Roth; Franklin Mutual
       Advisors, LLC; Citadel Limited Partnership; Avenue Capital
       Management; Citigroup Financial Products, Inc.; HBK
       Investments, L.P.; Varde Partners, Inc.; and Lionhart
       Investments, Ltd.;

   (d) the Official Committee of Unsecured Creditors;

   (e) the Ad Hoc Adelphia Trade Claims Committee;

   (f) the Ad Hoc Committee of FrontierVision Noteholders;

   (g) the Official Committee of Equity Security Holders;

   (h) JPMorgan Chase Bank, N.A.;

   (i) the Ad Hoc Committee of Arahova Noteholders;

   (j) the ACOM Debtors; and

   (k) the Ad Hoc Committee of FrontierVision Noteholders.

Generally, the parties assert that the Court should preserve the
ACOM Debtors' exclusivity at this critical juncture of their
Chapter 11 cases.  The Parties believe that terminating the
exclusivity will only cause further expense and delay, and
jeopardizes the consummation of the ACOM Debtors' Fifth Amended
Plan of Reorganization.

Representing the ACC II Committee, Jeremy V. Richards, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub LLP, in Los Angeles,
California, suggests that the exclusivity be maintained at least
for the limited purpose of allowing the Plan Proponents -- ACOM
Debtors and the Official Committee of Unsecured Creditors -- to
seek confirmation of the ACOM Debtors' Fifth Amended Plan of
Reorganization by October 31, 2006.

Representing the Official Committee of Unsecured Creditors, David
M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in
New York, contends that the Court should not terminate exclusivity
because:

   (1) the Banks do not satisfy any of the factors for
       terminating exclusivity;

   (2) the ACOM Debtors did not "waive" exclusivity and Section
       1121(d) of the Bankruptcy Court provides for termination
       of unexpired exclusivity periods by the court for cause,
       not on the basis of an alleged waiver by a debtor; and

   (3) termination of exclusivity will be an expensive and
       litigious exercise in futility.

The Ad Hoc Adelphia Trade Claims Committee supports the Creditors
Committee's statements.

Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, counsel for the Ad Hoc Committee of FrontierVision
Noteholders, contends that maintaining the Debtors' exclusivity to
permit solicitation of the Fifth Amended Plan without the
confusion of competing plans presents the best path to a solution
of the Debtors' Chapter 11 cases.

On behalf of JPMorgan Chase Bank, N.A., James C. Tecce, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York, asserts that any
Chapter 11 plan proposed and confirmed in the ACOM Debtors'
Chapter 11 cases must reflect the salient terms of the
FrontierVision Stipulation dated July 27, 2006, which, among other
things, addresses the FrontierVision Lenders' rights to
post-effective date indemnification.

Although the Equity Committee agrees that the Court should
terminate exclusivity to allow parties to file competing plans of
reorganization, the Equity Committee believes that the Court
should not convert the Operating Company Debtors' cases to
Chapter 7.

Mr. Friedman, on the Creditors Committee's behalf, argues that the
Debtors' Chapter 11 cases should not be converted because:

   (1) there is no continuing loss to or diminution of the
       estates and there is absence of reasonable likelihood of
       rehabilitation;

   (2) the Banks cannot demonstrate that it is unreasonable to
       expect that a plan of reorganization will be confirmed;

   (3) the Banks cannot demonstrate that the Debtors have
       unreasonably failed to timely file a plan of
       reorganization, pursue confirmation, or otherwise
       prosecute their cases; and

   (4) conversion is not in the best interest of unsecured
       creditors.

The Arahova Noteholders Committee agrees with the Creditors
Committee's contentions.

Marc Abrams, Esq., at Willkie Farr & Gallagher LLP, in New York,
the ACOM Debtors' counsel, maintains that creditor dissatisfaction
with select terms of a proposed plan does not constitute cause to
convert Chapter 11 cases to Chapter 7 if it will be detrimental to
the estates.

               About Adelphia Communications

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue Nos. 149; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADVANCED MEDICAL: Fitch Affirms and Withdraws Low-B Ratings
-----------------------------------------------------------
Fitch affirms the senior secured credit facility, the Issuer
Default Rating, the senior subordinated convertible debt ratings,
and the Stable Rating Outlook of Advanced Medical Optics, Inc.

In addition, Fitch simultaneously withdraws all ratings for this
issuer. The withdrawn ratings are:

    -- Issuer Default Rating (IDR) 'B+';
    -- Senior secured credit facility 'BB+/RR1';
    -- Senior subordinated convertible debt 'B+/RR4'.

Based in Santa Ana, California, Advanced Medical Optics, Inc.
(NYSE: EYE) -- http://wwwamo-inc.com/-- develops, manufactures
and markets ophthalmic surgical and contact lens care products.
AMO employs approximately 3,600 worldwide.  The company has
operations in 24 countries and markets products in 60 countries.


AMAZON.COM: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector, the rating
agency confirmed its BA3 Corporate Family Rating for Amazon.com,
Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $900 million
   4.75% Convertible
   Subordinated Notes   B2       B2       LGD5     82%

   $306 million
   6.75% Premium Adj.
   Convertible Sec.     B2       B2       LGD5     82%

   Senior Unsecured
   Shelf Registration   (P)B1    (P)Ba2   LGD3     35%

   Subordinated
   Shelf Registration   (P)B2    (P)B2    LGD5     82%

   Preferred Stock
   Shelf Registration   (P)B3    (P)B2    LGD6     97%

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

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

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

Based in Seattle, Wash., Amazon.com, Inc. (Nasdaq: AMZN) a Fortune
500 company, opened on the World Wide Web in July 1995 and offers
Earth's Biggest Selection.  Amazon.com seeks to be Earth's most
customer-centric company, where customers can find and discover
anything they might want to buy online, and endeavors to offer its
customers the lowest possible prices.  Amazon.com and other
sellers offer millions of unique new, refurbished and used items
in categories such as health and personal care, jewelry and
watches, gourmet food, sports and outdoors, apparel and
accessories, books, music, DVDs, electronics and office, toys and
baby, and home and garden.  Amazon.com and its affiliates operate
retail sites http://www.amazon.com/,  http://www.amazon.co.uk/
http://www.amazon.de/, http://www.amazon.co.jp/,
http://www.amazon.fr/, http://www.amazon.ca/ and
http://www.joyo.com/


AMERICAN CREDIT: Selling Roanoke Personal Properties for $845,867
-----------------------------------------------------------------
American Credit Company obtained authority from the United States
Bankruptcy Court for the Eastern District of North Carolina to
execute an amended purchase agreement it entered into with
Southern Loans, Inc. for the sale of its personal properties in
Roanoke Rapids and Wilson, North Carolina for approximately
$845,867.

The Debtor also obtained the Court's permission to assume a
nonresidential lease for the Roanoke Rapids Office with S.L.
Nusbaum Realty, and assign the lease to Southern Loans consistent
with the provisions of the Amended Purchase Agreement.

The Court directed the Debtor to give five days notice to Wells
Fargo Financial Preferred Capital, Inc. and the Official Committee
of Unsecured Creditors if the Debtor's repurchase obligations to
the purchaser pursuant to the provisions of the Amended Purchase
Agreement exceed $5,000.

Wells Fargo is the holder of a first priority security interest in
the Debtor's accounts receivable, any related security and any
proceeds.

Headquartered in Greenville, North Carolina, American Credit
Company, aka Resident Lenders of North Carolina, Inc. is a
financial services company that provides consumer loans and auto
financing.  The Debtor filed for chapter 11 protection on July 21,
2006 (Bankr. E.D. N.C. Case No. 06-02189).  Gregory B. Crampton,
Esq., and Stephani W. Humrickhouse, Esq., at Nicholls & Crampton,
P.A., represent the Debtor.  Brian D. Darer, Esq., at Parker Poe
Adams & Bernstein LLP represents the Official Committee of
Unsecured Creditors.  The Debtor's financial condition as of
May 31, 2006 showed total assets of $21,263,884 and total debts
of $18,075,640.  The Debtor's exclusive period to file a chapter
11 plan expires on Nov. 18, 2006.


AMERICAN CREDIT: Brings In McGladrey & Pullen as Accountants
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina gave American Credit Company authority to employ
McGladrey & Pullen, LLP, and RSM McGladrey, Inc., as its
accountants.

The Debtor expects McGladrey to:

    (a) prepare and file its state and federal tax returns;

    (b) provide consulting services related to the sale or
        valuation of the Debtor's loan portfolio, and provide
        necessary tax advice relating to the Debtor's business
        operations and proposed transactions;

    (c) compile monthly financial statements of the Debtor,
        provide payroll preparation and perform all other
        accounting services for the Debtor which may be necessary
        in its chapter 11 case; and

    (d) provide other services as may be requested.

As reported in the Troubled Company Reporter on Sept. 26, 2006,
the Debtor told the Court that RSM McGladrey and McGladrey &
Pullen's professionals bill:

         Designation                             Hourly Rate
         ------------                            -----------
         Partner                                     $350
         Managing Director                           $350
         Director                                    $250
         Manager                                     $200
         Supervisor                                  $150
         Senior                                      $140
         Staff 2                                     $125
         Staff 1                                     $110
         Client Service Representative               $100

Morris R. Marshburn, a partner at McGladrey & Pullen and a
managing director of RSM McGladrey, assures the Court that the
firms are disinterested as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Greenville, North Carolina, American Credit
Company, aka Resident Lenders of North Carolina, Inc. is a
financial services company that provides consumer loans and auto
financing.  The Debtor filed for chapter 11 protection on July 21,
2006 (Bankr. E.D. N.C. Case No. 06-02189).  Gregory B. Crampton,
Esq., and Stephani W. Humrickhouse, Esq., at Nicholls & Crampton,
P.A., represent the Debtor.  Brian D. Darer, Esq., at Parker Poe
Adams & Bernstein LLP represents the Official Committee of
Unsecured Creditors.  The Debtor's financial condition as of
May 31, 2006 showed total assets of $21,263,884 and total debts
of $18,075,640.  The Debtor's exclusive period to file a chapter
11 plan expires on Nov. 18, 2006.


AMERISTAR CASINOS: 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 gaming, lodging and leisure sectors, the
rating agency revised its Corporate Family Rating for Ameristar
Casinos Inc. to B1 from Ba3.

In addition, Moody's affirmed its Ba3 ratings on the company's
Five Year Senior Secured Revolver and Seven Year Senior Secured
Term Loan.  Moody's assigned those debentures an LGD3 rating
suggesting lenders will experience a 36% loss in the event of a
default.

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

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

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

Headquartered in Las Vegas, Nevada, Ameristar Casinos Inc. --
http://www.ameristarcasinos.com/-- engages in the development,
ownership, and operation of casinos and related entertainment
facilities in the United States.


AMKOR TECH: Files Form 10-Q and Cures Alleged Defaults on Debts
---------------------------------------------------------------
Amkor Technology, Inc. filed with the Securities and Exchange
Commission, on Oct. 6, 2006, its Quarterly Report on Form 10-Q for
the quarter ended June 30, 2006.  The filing of the Quarterly
Report cures the alleged default under the indentures governing
each of the Company's outstanding series of notes.  In addition,
Amkor filed its annual report on Form 10-K/A for the year ended
Dec. 31, 2005 and its quarterly report on Form 10-Q/A for the
quarter ended March 31, 2006 containing restatements of financial
results for 2003, 2004 and 2005 and the first quarters of 2005 and
2006.

Amkor expected to record additional non-cash stock-based
compensation expense in connection with the investigation of its
historical stock option practices.  The restatement reflects
aggregate non-cash stock-based compensation charges totaling $106
million (after tax), for the period Jan. 1, 1998 through June 30,
2006.  Approximately $90 million of this amount relates to years
1998-2002.

The restatements arise from the completion of the investigation of
a Special Committee of the Board of Directors, assisted by
independent counsel, of Amkor's historical stock option practices.
The key findings arising from the investigation include:

    * the investigation did not support a finding of intentional
      manipulation of stock option pricing by any member of
      Amkor's existing management team;

    * the Special Committee believes there is evidence that
      supports a finding of intentional manipulation of stock
      option pricing by one former executive; and that there is
      some evidence supporting a finding that two other former
      executives may have been aware of, or participated in, this
      conduct;

    * stock option grant practices were not recognized as a
      significant risk, and the company allowed its human
      resources department to control and administer the stock
      option grant process without adequate input or supervision
      from the Compensation Committee and the Board of Directors;

    * the company did not assure that personnel involved in the
      stock option grant practice understood their roles and
      responsibilities;

    * personnel received inadequate supervision and training
      regarding compliance with generally accepted accounting
      principles relating to stock options;

    * the Compensation Committee's policies and procedures
      regarding stock option grants were inadequate; and

    * Amkor did not have adequate processes or procedures for
      stock option grants, which constituted a material weakness
      in internal controls over financial reporting.

As reported in the Troubled Company Reporter on Sept. 20, 2006,
Amkor is currently the subject of an investigation by the
Securities and Exchange Commission regarding, among other matters,
its historical stock option grant practices.  Amkor intends to
continue to fully cooperate with the SEC.

On Aug. 15, 2006, Amkor disclosed that it had received letters
from U.S. Bank National Association as trustee and Wells Fargo
Bank, N.A. as trustee alleging that the failure of Amkor to file
its Quarterly Report constituted a default under the indentures
governing each of the Company's outstanding series of notes.  The
default provisions of the indentures contain 60-day cure periods.
With the filing of the Quarterly Report, Amkor has cured this
alleged default under the indentures.

On Sept. 14, 2006, Amkor commenced a consent solicitation from the
holders of its 9.25% Senior Notes due 2016, 7-1/8% Senior Notes
due 2011, 7.75% Senior Notes due 2013, 9.25% Senior Notes due
2008, 10.5% Senior Subordinated Notes due 2009, 5% Convertible
Subordinated Notes due 2007 and 2.50% Convertible Senior
Subordinated Notes due 2011 for a waiver of compliance by Amkor
with certain covenants in the indentures governing each series of
notes.  The cure of the alleged default under the indentures
renders the consent solicitation unnecessary, and, accordingly,
the solicitation is being terminated by the Company.  Consistent
with the terms of the Consent Solicitation Statements, Amkor will
not accept any of the consents for payment and will not pay a
consent fee to the holders of any series of notes.

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; and Subordinated Notes with various
maturities totaling $354.4 million to Ca from Caa3.  This 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."


ARMSTRONG WORLD: Five Panel Professionals Want Fees Allowed
-----------------------------------------------------------
Five professionals representing the Official Committee of
Unsecured Creditors and the Official Committee of Asbestos
Personal Injury Claimants in the Chapter 11 case of Armstrong
World Industries, Inc., asked the Honorable Eduardo C. Robreno of
the U.S. District Court for the Eastern District of Pennsylvania,
to allow their fees and expenses totaling $3,963,198 incurred
during the confirmation period:

                             Period
   Professionals             Covered          Fees     Expenses
   -------------             -------          ----     --------
                             04/06/06-
   Campbell & Levine, LLC    07/31/06      $37,250           $0

   Caplin & Drysdale,
   Chartered (National       04/07/06-
   Counsel)                  07/31/06      798,086      141,631

   Legal Analysis            04/01/06-
   Systems, Inc.,            07/31/06      331,270        6,658

   Navigant Consulting, Inc. 04/07/06-
                             07/11/06      495,539       36,934

   Paul, Weiss, Rifkind,     04/04/06-
   Wharton & Garrison LLP    07/27/06    1,777,850      337,980

Campbell & Levine works as counsel for the Asbestos Committee,
while Legal Analysis is the Asbestos Committee's consultant for
asbestos personal injury claims.

Paul Weiss, and Caplin & Drysdale are the Creditors Committee's
attorneys.  Navigant Consulting is the claims expert and
consultant to  the Creditors Committee's counsel.

          U.S. Trustee Objects to Kaye Scholer's Fees

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
asks District Court Judge Robreno to deny the fee application
filed by Kaye Scholer LLP, counsel for Dean M. Trafelet, the
Futures Representative.

Kaye Scholer is seeking payment for $1,714,435 in fees and
$270,756 in expense related to the confirmation of AWI's Plan.

The U.S. Trustee's attorney, Richard L. Schepacarter, Esq., tells
the District Court that certain time entries in the firm's fee
application are vague and provide no indication as to what benefit
was added to the bankruptcy estate.

Additionally, Mr. Schepacarter points to one of the firm's
associate, Navin Pant, Esq., whose admission to the bar is
"pending" and who is billed at the rate of $265 per hour and
expended 158.10 hours for a total fee of $41,897.

Mr. Schepacarter says much of Mr. Pant's "time appears to be
superfluous, duplicative or that which could have been handled by
less costly professionals."

Professional fees may not be awarded unless and until the
applicant shows that there is a benefit to the estate and that the
fees are reasonable and necessary, Mr. Schepacarter asserts.
"Benefit to the estate and necessity are critical threshold issues
before the awarding of any fees or compensation."

Applicants must supply sufficient information to enable proper
analysis of the services rendered as required by Rule 2016(a) of
the Federal Rules of Bankruptcy Procedure, which requires that an
entity seeking compensation for services should provide detailed
statement of the services rendered, time expended and expenses
incurred to allow the determination of whether the services were
actual and necessary, Mr. Schepacarter notes.

The applicant should sufficiently identify and itemize its
services so a determination of the reasonableness of each task may
be achieved, Mr. Schepacarter adds.

The U.S. Trustee reserves any and all rights, remedies and
obligations to supplement or modify its Objection and to conduct
any discovery as may be deemed necessary.

                     About Armstrong World

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

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

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

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.  The Bankruptcy Court confirmed AWI's plan on
Nov. 18, 2003.  The District Court Judge Robreno confirmed AWI's
Modified Plan on Aug. 14, 2006.  The Clerk entered the formal
written confirmation order on Aug. 18, 2006.  The Company's
"Fourth Amended Plan of Reorganization, as Modified," has become
effective and AWI has emerged from Chapter 11.  (Armstrong
Bankruptcy News, Issue No. 102; Bankruptcy Creditors'
Service,Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the Company's emergence from bankruptcy on Oct. 2, 2006.
The outlook is stable.


ARMSTRONG WORLD: Sea-Pac Wants Claim Objection Overruled
--------------------------------------------------------
Sea-Pac Sales Company asks the Honorable Judith Fitzgerald of the
U.S. Bankruptcy Court for the District of Delaware to:

   (a) allow its administrative expense claim asserted against
       Armstrong World Industries, Inc.;

   (b) overrule the Debtor's objection to the administrative
       expense claim; and

   (c) resolve all issues relating to the Claim through
       mediation or arbitration.

As reported in the Troubled Company Reporter on Aug. 18, 2006
Armstrong World Industries, Inc., asked the Court to disallow and
expunge Claim No. 4854 asserted by Sea-Pac.

Sea-Pac wants the Debtor to pay $4,900,000 in administrative
expenses it incurred as a result of the Debtor's violations of the
parties' Residential Flooring Products Distributorship and
Sales/Service Center Agreement and Commercial Flooring Products
Distributorship Agreement.

Karen Lee Turner, Esq., at Eckert Seamans Cherin & Mellott LLC, in
Wilmington, Delaware, relates that, as part of the Residential
Agreement, Sea-Pac became the Debtor's regional distribution
center in the Pacific Northwest.  The Debtor agreed to reimburse
Sea-Pac for its RDC services.

Under the Commercial Agreement, the Debtor appointed Sea-Pac as
its wholesale distributor of commercial flooring products.  The
Debtor agreed to consult with Sea-Pac before setting "mill
shipment requirements" for a certain year.

Ms. Turner asserts that the Debtor breached the Agreements by
failing to reimburse Sea-Pac for its RDC services and by
appointing a second distributor within Sea-Pac's sales territory.
The Debtor, however, argued that it had the legal right to appoint
a second distributor of its products:

   * after complying with Sea-Pac's mill shipment requirements;
     and

   * because Sea-Pac violated the terms of the Agreements by
     selling products manufactured by the Debtor's competitors.

Ms. Turner argues that the Debtor sent no operative "mill shipment
requirements" in 2002.  Hence, the Debtor was prohibited by the
terms of the Commercial Agreement from appointing a second
distributor within Sea-Pac's exclusive territory in the absence of
those requirements.

Ms. Turner contends that the Agreements provide certain
conditions, which should have been fulfilled before the Debtor's
option to terminate Sea-Pac's exclusivity became effective.

None of those conditions have occurred, nor any of the Debtor's
obligations have been excused, Ms. Turner argues.  Thus, the
Debtor's option to terminate Sea-Pac's exclusivity was never
effective, and the Debtor's appointment of a second distributor
was a breach of the Agreements.

Additionally, there is no requirement in either Agreement that
Sea-Pac would sell solely the Debtor's products, Ms. Turner points
out.  By 2002, many of the Debtor's products had become
unprofitable that Sea-Pac began selling a line of wood laminate
floor covering, Quick Step, manufactured by Unilin, which competed
with the Debtor's inferior wood laminate product.

Ms. Turner relates that the Debtor's representatives advised
Sea-Pac that the Debtor did not want the Claimant to sell the
Quick Step product.  "[W]hen Sea-Pac continued to [sell the Quick
Step], [AWI] decided 'to punish' Sea-Pac by appointing a second
distributor in Sea-Pac's territory in breach of the Commercial
Agreement," she asserts.

Contrary to the Debtor's allegations, Sea-Pac's claim is
sufficiently supported in its proof of claim, by the Debtor's own
records, and by Sea-Pac's other related filings, Ms. Turner
further asserts.

With respect to the timeliness of Sea-Pac's Claim, Ms. Turner
clarifies that, although the Claimant did not file a proof claim
by the administrative expense bar date, Sea-Pac timely filed a
proof of claim by the executory contracts bar date.

Under the Executory Bar Date Order, the Debtor reopened the claims
period with respect to any claim arising under certain "Previously
Scheduled Contracts", Ms. Turner notes.  The Order indicates that
a claim related to the Previously Scheduled Contracts must be
filed if its status is other than a general unsecured claim prior
to the Debtor's filing for chapter 11 protection, presumably
including administrative claims as "other," Ms. Turner points out.

Moreover, Ms. Turner argues that Sea-Pac's Claim is entitled to
administrative priority because it satisfies the criteria set in
In re Mammoth Mart, 536 F.2d 950 (1st Cir. 1976), to determine an
administrative expense:

   (1) The claim arose from a transaction between a claimant
       and the Debtor; and

   (2) The consideration supplied by the claimant must benefit
       the Debtor.

Whether a transaction is considered postpetition for purposes of
the Mammoth Mart test depends not on the execution date of the
contract, but, instead, whether the claimant was "induced" to
perform the contract by the debtor-in-possession, not the
prepetition debtor.

Sea-Pac is also entitled to attorney's fees and interest pursuant
to the provisions of the Agreements, Ms. Turner adds.  The
Agreements contain alternative dispute resolution provisions
stating that the losing party will pay the costs of arbitration,
including attorney's fees.  The Agreements also provide that AWI
will indemnify Sea-Pac from any claims and other costs of any kind
arising out of breach of contract.

In a separate filing, Sea Pac asks Judge Fitzgerald:

    (i) to stay the Debtor's claims objection proceeding pending
        mediation or arbitration in accordance with the
        provisions of the Agreements; and

   (ii) for relief from the automatic stay or, in the
        alternative, from the discharge injunction under the
        Debtor's Plan of Reorganization.

                      About Armstrong World

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

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

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

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.  The Bankruptcy Court confirmed AWI's plan on
Nov. 18, 2003.  The District Court Judge Robreno confirmed AWI's
Modified Plan on Aug. 14, 2006.  The Clerk entered the formal
written confirmation order on Aug. 18, 2006.  The Company's
"Fourth Amended Plan of Reorganization, as Modified," has become
effective and AWI has emerged from Chapter 11.  (Armstrong
Bankruptcy News, Issue No. 102; Bankruptcy Creditors'
Service,Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the Company's emergence from bankruptcy on Oct. 2, 2006.
The outlook is stable.


ARMSTRONG WORLD: Distributes $407 Million to Class 6 Creditors
--------------------------------------------------------------
Armstrong World Industries, Inc. disclosed the amount of the
initial distributions it expects to make to general unsecured
creditors under its Chapter 11 plan.

Specifically, distributions to holders of allowed unsecured claims
falling in Class 6 will commence on Oct. 17, 2006, pursuant to its
Court-approved "Fourth Amended Plan of Reorganization, as
Modified," dated Feb. 21, 2006.  Per $10,000 of such claims, an
initial distribution of 116 Common Shares of reorganized Armstrong
World Industries and approximately $2,435 in cash are expected.
The initial distributions exclude approximately $11 million of
cash and 538,000 shares that are reserved from distribution due to
disputed unsecured claims in Class 6.  A total of 19,418,520
shares and $407 million of cash will be distributed to creditors
in Class 6 under the Plan.

Separately, in discharge of all of its present and future
asbestos-related personal injury claims, the Company issued under
the Plan 36,981,480 Common Shares to the Armstrong World
Industries, Inc. Asbestos Personal Injury Settlement Trust and by
Oct. 17, 2006, will distribute to the Trust $738 million in cash,
representing the portion of cash distributions to which the Trust
is entitled under the Plan.  All present and future asbestos-
related personal injury claims must be asserted against, and will
be resolved by, the Trust, and such claims may not be asserted
against the Company.

Under the Plan, payments to unsecured creditors having allowed
claims of $10,000 or less (or who have reduced their claims to
$10,000) began on Oct. 2, 2006.  Those creditors receive
distributions entirely in cash in an amount equal to approximately
75% of their allowed claims.

The cash amount to be distributed to Class 6 creditors and the
Trust includes "Available Cash" as defined in the Plan and
$775 million of the cash proceeds expected from $800 million of
term loans that the Company is arranging in lieu of issuing notes
under the Plan.  These term loans are in addition to a $300
million revolving credit facility already established, which is
currently undrawn and will be available to support the Company's
ongoing liquidity needs.

The Company also reported that its Common Shares have been
approved for listing on the New York Stock Exchange under the
ticker symbol "AWI" on Oct. 10, 2006.

"We are pleased to return to the New York Stock Exchange, where
Armstrong first began trading on July 17, 1935," said F. Nicholas
Grasberger III, Armstrong's Senior Vice President and CFO.  "This
is the renewal of a long and rewarding relationship between
Armstrong and the NYSE."

"We are pleased to welcome back Armstrong World Industries to our
family of NYSE-listed companies, resuming our 70-plus-year
partnership with the company," said NYSE Group, Inc. Chief
Executive Officer John A. Thain.  "We look forward to serving
Armstrong World Industries and its shareholders, and providing the
company with superior market quality and brand visibility."

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

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

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

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

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.  The Bankruptcy Court confirmed AWI's plan on
Nov. 18, 2003.  The District Court Judge Robreno confirmed AWI's
Modified Plan on Aug. 14, 2006.  The Clerk entered the formal
written confirmation order on Aug. 18, 2006.  AWI emerged from
Chapter 11 protection on Oct. 2, 2006.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006,
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.


AZTAR CORPORATION: 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 gaming, lodging and leisure sectors, the
rating agency confirmed its Ba2 Corporate Family Rating for
Aztar Corporation.  Additionally, Moody's held its probability-of-
default ratings and assigned loss-given-default ratings on these
debentures:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   9% Senior
   Sub. Notes             Ba3      Ba3     LGD5       80%

   7-7/8% Senior
   Sub. Notes             Ba3      Ba3     LGD5       80%

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

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

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

Phoenix, AZ-based Aztar Corporation -- http://www.aztar.com/--  
engages in the ownership and operation of land-based casinos and
riverboat casinos primarily in New Jersey, Nevada, Missouri, and
Indiana, the United states.


BAKER & TAYLOR: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector, the rating
agency confirmed its B2 Corporate Family Rating for Baker & Taylor
Acquisitions Corporation and upgraded its B3 rating on the
Company's $165 million second lien secured notes to B2.  In
addition, Moody's assigned an LGD4 rating to notes, suggesting
noteholders will experience a 65% loss in the event of a default.

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

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

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

Baker & Taylor Acquisitions Corp. is a holding company whose sole
asset is Baker & Taylor Corporation which is a domestic and
international distributor of books and entertainment products
to libraries and retailers that is headquartered in Charlotte,
North Carolina.


BALLY TOTAL: S&P Holds CCC Rating and Removes Developing Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'CCC' corporate credit rating, on fitness club operator Bally
Total Fitness Holding Corp.  All ratings are removed from
CreditWatch, where they were placed with developing implications
on Dec. 2, 2005, based the company's exploration of strategic
alternatives.  The outlook is developing.  Total debt outstanding
as of June 30, 2006, was $723 million.

"Although Bally continues to explore strategic alternatives, the
probability of a major infusion of equity to reduce debt is
considerably diminished," said Standard & Poor's credit analyst
Andy Liu.

Separately, Bally announced that it had obtained a commitment
letter from several financial institutions with respect to a new,
$280 million senior secured credit facility with a final maturity
date at the earlier of (1) Oct. 1, 2010, or (2) the date 14 days
prior to the maturity date of the company's 9.875% senior
subordinated notes due 2007, including if the maturity date on
these senior subordinated notes have been extended.  Proceeds of
the new credit facility will be used to refinance the company's
existing credit facility, fund capital expenditures, and provide
for additional liquidity.

The ratings on Bally reflect the company's significant near-term
maturities, heavy debt and operating lease burden, and negative
discretionary cash flow.  These factors are only partially offset
by the company's geographic diversity and large club base.

Bally is the largest fitness club operator in North America, with
more than 380 clubs in the U.S. and Canada and about 3.6 million
members.


BCBG MAX: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the the US and Canadian Retail sector, the rating
agency confirmed its B1 Corporate Family Rating for BCBG Max Azria
Group, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $150 million
   Asset-Based
   Revolver             Ba3      Ba2      LGD2     20%

   $199.5 million
   Term Loan            B1       B1       LGD3     48%

   $80 million
   Third Lien
   Term Loan            B3       B3       LGD5     76%

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

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

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

BCBG Max Azria Group, Inc., headquartered in Vernon, California,
is an apparel retailer and wholesaler.  It operates 80 retail
stores, 57 factory stores, and 102 partner shops in the United
States.  In addition, it distributes to over 400 wholesale doors
under the BCBGMaxAzria, TO THE MAX, maxime, dorothee bis, Herve
Leger, BCBGirls, Parallel, and maxandcleo brand names.  The Max
Rave acquisition will add a minimum of 450 stores currently under
the G+G, Rave, and RaveGirl name plates which will all be
converted to the Max Rave name plate.


BERRY PETROLEUM: S&P Pates Proposed $200 Million Senior Notes at B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to oil and gas exploration and production company
Berry Petroleum Corp. and its 'B' rating to Berry's proposed
$200 million senior subordinated notes due 2016.

Proceeds from the note offering will be used to reduce outstanding
bank debt.

The outlook is stable.  Bakersfield, California-based Berry had
about $270 million of debt as of June 30, 2006.

The ratings on Berry reflect its midsize reserve base, high
lifting costs, concentration of production and the highly cyclical
nature of the exploration and production industry.

These weaknesses are tempered by the relatively low-risk nature of
the company's reserve base, attractive growth opportunities,
competitive finding and development costs, and a fairly moderate
capital structure.

"The stable outlook on Berry reflects our expectation that
although the company might make small tactical, add-on
acquisitions, its large drilling inventory has diminished the need
for larger acquisitions," said Standard & Poor's credit analyst
John Thieroff.

As of Dec. 31, 2005, Berry had a reserve base of 126 million
barrels of oil equivalent.


BLB MANAGEMENT: 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 gaming, lodging and leisure sectors, the
rating agency revised its Corporate Family Rating for BLB
Management Services Inc. to B2 from B1.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   1st Lien Revolver      B1      Ba3      LGD3       36%

   Senior Secured
   1st Lien TL-B          B1      Ba3      LGD3       36%

   Senior Secured
   2nd Lien TL-C          B2      B3       LGD5       88%

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

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

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


BLOCKBUSTER INC: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the the US and Canadian Retail sector, the rating
agency confirmed its B3 Corporate Family Rating for Blockbuster
Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $500 million
   Sr. Sec. Revolving
   Credit Facility      B3       B1       LGD2     25%

   $100 million
   Senior Secured
   Term Loan A          B3       B1       LGD2     25%

   $550 million
   Senior Secured
   Term Loan B          B3       B1       LGD2     25%

   $300 million
   9% Sr. Sub. Notes    Caa3     Caa2     LGD5     86%

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

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

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

                     About Blockbuster

Blockbuster Inc. (NYSE: BBI, BBI.B) -- http://www.blockbuster.com/
-- provides in-home movie and game entertainment, with more than
9,000 stores throughout the Americas, Europe, Asia and Australia.
The company operates in Puerto Rico, Argentina, Brazil and Chile.


CABLEVISION SYSTEMS: Sr. Notes Exchange Offer Stretched to Nov. 2
-----------------------------------------------------------------
CSC Holdings, Inc., a subsidiary of Cablevision Systems Corp.,
disclosed on Oct. 5, 2006 that it would further extend until Nov.
2, 2006, at 5:00 p.m., New York City time, its offer to exchange
up to $500 million aggregate principal amount of its 6-3/4% Senior
Notes due 2012, which were initially issued and sold in a private
placement in April 2004, for an equal aggregate amount of its
registered 6-3/4% Senior Notes due 2012.

Except for the extension of the expiration date, all of the other
terms of the exchange offer remain as set forth in the exchange
offer prospectus dated July 18, 2006.

                       About Cablevision

Headquartered in Manhattan, Cablevision Systems Corp. (NYSE: CVC)
-- http://www.cablevision.com/-- provides cable TV service to
about 3 million customers in and around New York City.  The firm
has upgraded its network and services to include digital cable,
movies-on-demand, and VoIP telephony.  It also operates business
communications service provider Cablevision Lightpath and regional
sports channels.  Cablevision controls Madison Square Garden, the
New York Knicks and the New York Rangers, plus Radio City Music
Hall.  Cablevision pulled plans to spin off its cable network
unit, Rainbow Media Holdings, and instead closed that company's
money-losing satellite TV assets.  Chairman Charles Dolan and his
family control Cablevision.


CABLEVISION SYSTEM: Dolan's Offer Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service placed all ratings for Cablevision
Systems Corporation, CSC Holdings, Inc., a wholly owned subsidiary
of CVC, and Rainbow National Services LLC on review for downgrade
following the Dolan family's announcement of a proposal to acquire
Cablevision.

In Moody's view, under the proposed transaction, Cablevision's
credit metrics would deteriorate meaningfully as debt of the cable
operations would increase to approximately 11 times EBITDA from 7
times range.  Moody's also notes that the company has to balance
pro forma transaction higher interest burden with a continuing
need to invest in the cable operations given increasingly
competitive environment.  In Moody's view, Rainbow's event risk
would increase as a result of the transaction, given increased
financial burden on the parent company.

These Ratings on Review for Possible Downgrade:

On Review for Possible Downgrade:

Cablevision Systems Corporation

   * Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

   * Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B3,LGD6, 93%

CSC Holdings, Inc.

   * Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2, LGD2, 21%

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B2, LGD5, 73%

Rainbow National Services LLC

   * Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

   * Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

   * Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba1, LGD2, 19%

   * Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B3, LGD5, 86%

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B2, LGD4, 59%

Outlook Actions:

Cablevision Systems Corporation

   * Outlook, Changed To Rating Under Review From Stable

CSC Holdings, Inc.

   * Outlook, Changed To Rating Under Review From Stable

Rainbow National Services LLC

   * Outlook, Changed To Rating Under Review From Stable

Affirm

Cablevision Systems Corporation

   * Speculative Grade Liquidity Rating SGL-2

Rainbow National Services LLC

   * Speculative Grade Liquidity Rating SGL-2

Moody's will evaluate the likely effect of the proposed financing,
specifically the increase in leverage and the composition of the
debt.  Moody's estimates debt will increase
to approximately 11 times EBITDA pro forma for the transaction and
based on estimated LTM to June 30, 2006 EBITDA, from approximately
7 times.  In analyzing Cablevision's cable operations, Moody's
focuses on the debt currently called Restricted Group debt and the
bonds at CVC; cash flow from the consumer and business cable
assets services this debt.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation, is a domestic cable multiple system operator serving
more than 3 million subscribers in and around the metropolitan New
York area.

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast service providers throughout the United States.


CABLEVISION SYSTEMS: Dolan Buyout Offer Prompts Fitch's Neg. Watch
------------------------------------------------------------------
Fitch Ratings has placed Cablevision Systems Corporation and its
wholly owned subsidiary CSC Holdings, Inc., on Rating Watch
Negative:

   CVC

     -- Issuer Default Rating (IDR) 'B+';
     -- Senior unsecured debt 'CCC+/RR6'.

   CSC

     -- Issuer Default Rating (IDR) 'B+';
     -- Secured bank facility rating 'BB/RR1'.
     -- Senior unsecured debt 'BB-/RR3'.

Approximately $12.6 billion of debt as of June 30, 2006 is
affected by Fitch's action.

Fitch's rating action follows the announcement that the Dolan
family has offered to buy out the public shareholders of CVC for
$27 a share.  It has been reported that the Dolan family does not
intend to pursue their offer without the consent of CVC's special
committee, which will review the fairness of the offer.  If
consent is given by the special committee, Fitch believes that the
Dolan family will be successful and that the existing covenants
associated with the credit facility as well as the senior notes at
CSC Holdings will allow for leverage to increase dramatically to
fund the buyout.  The senior notes at CSC Holdings have a debt
incurrence limitation at 9 times (x) leverage.

It is expected that the Dolan's will in part fund the buy out with
their CVC share ownership valued at $1.7 billion.  Fitch expects
that the remaining portion of the buyout will result in leverage
at CVC and CSC increasing to 8-9x.  If the buyout is successful,
Fitch may downgrade the IDR for CVC and CSC by at least two
notches.


CATHOLIC CHURCH: Parishioners Can Hold Claims Against Portland
--------------------------------------------------------------
Certain individual parishioners and other parties represented by
the Catholic Parishes, Parishioners and Interested Parties has
sought the U.S. Bankruptcy Court for the District of Oregon to
declare that they hold monetary claims against the Archdiocese of
Portland in Oregon.

Judge Elizabeth Perris rules that:

   (a) the Parishioners have standing in a representative
       capacity to assert claims for monetary damages for breach
       of fiduciary duty against the Archdiocese's bankruptcy
       estate on behalf of charitable trusts, if any, of which
       they are fiduciary;

   (b) distributions resulting from the claims, if any, would
       replenish any charitable trust that may be impaired in
       connection with the bankruptcy case.  Distributions will
       not be payable to individual parishioners;

   (c) the Parishioners' claims are limited to claims for
       fiduciary duty.  Parishioners have no claims in their
       individual capacity and all individual claims are denied;
       and

   (d) nothing in the Order will constitute a determination with
       respect to the:

        (i) existence or validity of charitable trusts; or

       (ii) any interest of any charitable trust in any real
            estate titled in the name of the Archdiocese.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 70; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Davenport Diocese Files for Bankruptcy Protection
------------------------------------------------------------------
The Roman Catholic Diocese of Davenport filed a voluntary chapter
11 petition Tuesday, the fourth diocese in the nation to seek for
bankruptcy protection to deal with priest sex abuse cases,
Foxnews.com reports.

According to the news, Bishop William Franklin said the Diocese
has no other alternative to settle 25 outstanding claims against
four priests accused of sexual child abuse, all of which occurred
thirty or forty years ago.

Todd Dvorak, an Associated Press writer states that since 2004,
the Diocese has paid more than $10.5 million to resolve dozens of
claims filed against priests, including a $9 million deal reached
with 37 victims in fall 2004.  As a result, juries have held
liable for the diocese or former priests under its supervision in
civil actions.

A news release from the Diocese says its chapter 11 filing is the
result of its settlement demands, which are greater than the
available assets of the Diocese, and without the filing, it can't
continue on its present church's mission.

However, Church officials and other parties speculate that the
decision for bankruptcy filing is being driven by a new set of
claims aimed at the Diocese and retired Bishop Lawrence Soens.

The first of three trials involving Mr. Soens and the Dioceses was
set to begin Oct. 23, 2006, but a victim's lawyer, Craig Levien,
said it likely will be dismissed in light of the chapter 11
filing, Mr. Dvorak adds.

Court documents show that the Diocese listed its assets of nearly
$4.5 million and liabilities of nearly $1.7 million.

The Davenport Diocese was erected in 1881, covers 22 counties in
southeast Iowa and has more than 105,000 parishioners in 84
parishes.


CATHOLIC CHURCH: Diocese of Davenport Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Diocese of Davenport
        2706 Gaines Street
        Davenport, IA 52804

Bankruptcy Case No.: 06-02229

Type of Business: The Roman Catholic Church of the Diocese of
                  Davenport had been hit by a succession of
                  lawsuits that allege church leaders knowingly
                  allowed priests with histories of sexual abuse
                  of children to be moved to new assignments.

                  The bankruptcy filing delayed pending clergy
                  abuse lawsuits and putting difficulty to an
                  attempt to pay a $1.5 million jury award to an
                  abuse victim.

                  The diocese could not meet the $7 million
                  settlement demand of 15 men who filed lawsuits
                  claiming they were sexually abused by retired
                  Sioux City Bishop Lawrence Soens when he was
                  principal of Regina High School in Iowa City.

Chapter 11 Petition Date: October 10, 2006

Court: Southern District of Iowa (Davenport)

Debtor's Counsel: Richard A. Davidson, Esq.
                  Lane & Waterman LLP
                  220 North Main Street, Suite 600
                  Davenport, IA 52801-1987
                  Tel: (563) 333-6624
                  Fax: (563) 324-1616

Total Assets: $4,492,809

Total Debts:  $1,650,439

Debtor's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Michl Uhde                       Court Verdict       $1,530,000
2714 East Locust
Davenport, IA 52803

Sexual Abuse Victims             Tort Claims            Unknown
[no further details provided]


CINEMARK INC: Century Acquisition Closing Cues S&P to Cut Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Cinemark
Inc. and subsidiary Cinemark USA Inc., which are analyzed on a
consolidated basis, including lowering the corporate credit
ratings to 'B' from 'B+', following the closing of the company's
debt-financed acquisition of Century Theatres Inc., the ratings on
which were withdrawn.  The ratings on Cinemark were removed from
CreditWatch, where they were placed with negative implications on
Aug. 8, 2006.

At the same time, Standard & Poor's lowered the ratings on
Cinemark USA Inc.'s senior subordinated notes and Cinemark Inc.'s
senior discount notes to 'CCC+' from 'B-'.  S&P is also
withdrawing the ratings on Cinemark USA Inc.'s $100 million
revolving credit facility due 2010 and the $260 million term loan
due 2011, which it refinanced with its $150 revolving credit
facility due 2012 and $1.12 billion term loan B due 2013 as part
of this transaction.

The outlook is stable.  Pro forma for the Century acquisition, the
Plano, Texas-based movie exhibitor will have $3.1 billion in debt,
including holding company notes and capitalized operating leases.

"The downgrade is based on the increase in credit risk arising
from high debt leverage of the newly combined company and our
concerns about longer term industry fundamentals," said Standard &
Poor's credit analyst Tulip Lim.

The ratings on Cinemark Inc. reflect the company's high lease-
adjusted leverage and financial risk, its participation in the
mature and highly competitive nature of the U.S. motion picture
exhibition industry, its exposure to the fluctuating popularity of
Hollywood films, the shortening windows between theatrical and
DVD/video-on-demand release, and competition from other exhibitors
and alternative entertainment sources.  These concerns outweigh
the benefits of the combined companies' quality theater circuits,
above-average profit margins, experienced management team, and the
asset flexibility provided by its profitable non-U.S. operations.


COMPLETE RETREATS: Selects Donlin Recano as Claims Agent
--------------------------------------------------------
In August 2006, Complete Retreats LLC and its debtor-affiliates
sought the U.S. Bankruptcy Court for the District of Connecticut's
permission to employ XRoads Case Management Services, LLC, as
their claims, notice, and balloting agent until Sept. 30, 2006.

The Debtors then voluntarily withdrew the XCM Retention
Application after discussions with their counsel and the U.S.
Trustee, and asked the Court pursuant to Section 363 of the
Bankruptcy Code for authority to employ XCM as their claims and
noticing agent until Sept. 30, 2006.

Accordingly, the Debtors ask the Court's permission pursuant
to Section 156(c) of the Judiciary and Judicial Procedure Code to
employ Donlin, Recano & Company, Inc., as their claims, notice,
and balloting agent, nunc pro tunc to September 27, 2006.

XCM has informed the Debtors that it will assist Donlin Recano
during the transition of the claims, noticing, and balloting
services, Holly Felder Etlin, the Debtors' chief restructuring
officer, relates.

The Debtors have more than 5,000 creditors and other potential
parties-in-interest.  The Debtors believe that the Bankruptcy
Clerk's Office is not equipped to (i) distribute notices, (ii)
process all of the proofs of claim filed in the Chapter 11 cases,
and (iii) assist in the balloting process.

According to Ms. Etlin, the Debtors chose Donlin Recano based on
its experience and the competitiveness of its fees.  Ms. Etlin
notes that Donlin Recano has provided identical or substantially
similar services that the Debtors seek from it in other large
Chapter 11 cases.

As the Debtors' claims, notice, and balloting agent, Donlin
Recano will:

   (a) design, maintain, and administer a claims database;

   (b) provide copy and notice service consistent with the
       applicable local bankruptcy rules;

   (c) file with the Bankruptcy Clerk an affidavit or certificate
       of service that includes a copy of the notice, a list of
       persons to whom it was mailed, and the date the notice was
       mailed;

   (d) docket all claims received, maintain the official claims
       registers for each of the Debtors, and provide the Clerk
       with certified duplicate unofficial Claims Registers on a
       monthly basis, unless otherwise directed;

   (e) specify for each claim docketed in the applicable Claims
       Register:

         * the claim number assigned,

         * the date received,

         * the claimant's name and address or that of the agent
           who filed the claim,

         * the filed claim amount, if liquidated, and

         * the classification of the claim;

   (f) record and provide notices of all claims transfers as
       required by Rule 3001 of the Federal Rules of Bankruptcy
       Procedure;

   (g) make changes in the Claims Register pursuant to an order
       of the Court;

   (h) turn over to the Clerk copies of the Claims Registers for
       the Clerk's review upon completion of the docketing
       process for all claims received to date by the Clerk's
       office;

   (i) maintain the Claims Register for public examination
       without charge during regular business hours;

   (j) maintain the official mailing list for each Debtor of all
       entities that have filed a proof of claim and make the
       list available to parties-in-interest or the Clerk upon
       their request;

   (k) assist with, among other things, solicitation,
       calculation, and tabulation of votes and distribution; and

   (l) provide and maintain a web site where parties can view the
       claims filed, status of claims, and pleadings or other
       documents filed with the Court by the Debtors;

   (m) box and transport all original documents in proper format,
       as provided by the Clerk's office, to the Federal Records
       Center at the close of the Debtors' bankruptcy cases.

The Debtors will pay for Donlin Recano's consulting services at
these hourly rates:

   Professional                          Hourly Rate
   ------------                          -----------
   Principals                            $250
   Sr. Bankruptcy Consultant/Attorneys   $170 to $230
   Bankruptcy Analysts                   $130 to $155
   Programming Consultants               $135
   Case Administrators                   $65
   Data Encoders                         $35

The Debtors ask the Court to treat Donlin Recano's fees and
expenses as an administrative expense of their estates.  The
Debtors further ask the Court for permission to pay Donlin
Recano's fees and expenses in the ordinary course of business
without the need for Donlin Recano to seek the Court's approval
of its fees and expenses.

Donlin Recano will maintain records of all services provided to
the Debtors, showing dates, categories of services, fees charged,
and expenses incurred and that it will serve monthly invoices on
the counsel of the Official Committee of Unsecured Creditors and
any other official committees that may be appointed in the
Debtors' Chapter 11 cases.

In the event the Debtors' cases are converted to cases under
Chapter 7 of the Bankruptcy Code, the Debtors seek the Court's
permission to continue to pay Donlin Recano for its services
until the claims filed in the cases have been completely
processed.  Moreover, if claims agent representation is necessary
in the converted Chapter 7 cases, the Debtors ask to continue
paying Donlin Recano's fees and expenses in accordance with
Section 156(c).

Louis A. Recano, a principal of Donlin, Recano & Company, Inc.,
assures the Court that his firm neither holds nor represents any
interest adverse to the Debtors' respective estates on matters
for which it is to be employed and that it has no prior
connection with the Debtors.  Donlin Recano is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, Mr. Recano asserts.

                     About Complete Retreats

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


COMPLETE RETREATS: Wants Removal Period Extended to January 19
--------------------------------------------------------------
As of their bankruptcy filing, Complete Retreats LLC and its
debtor-affiliates were involved in approximately 21 state
proceedings pending in courts throughout the country.

Pursuant to Section 1452 of the Judicial Procedures Code, "a
party may remove any claim or cause of action in a civil action
other than a proceeding before the United States Tax Court or a
civil action by a governmental unit to enforce police or
regulatory power, to the district court for the district where
such civil action is pending, if such district court has
jurisdiction of such claim or cause of section 1334 of this
title."

Under Rule 9027 of the Federal Rules of Bankruptcy Procedure, if
a claim or cause of action is pending when a bankruptcy case is
commenced, a notice of removal "may be filed in the bankruptcy
court only within . . .  90 days after the order for relief."
The Debtors' removal period is scheduled to expire on October 21,
2006, Mr. Daman notes.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
District of Connecticut to extend the deadline by which they may
seek to remove the Proceedings through and including Jan. 19,
2007, without prejudice to their right to seek further extensions
of the removal period.

Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut,
relates that due to the complexity and rapidity of their Chapter
11 cases, the Debtors have not completed a thorough review of the
Proceedings to determine whether any individual actions should be
removed under Bankruptcy Rule 9027(a).

Mr. Daman expounds that the Debtors have focused primarily on:

   (1) stabilizing their business;

   (2) responding to a multitude of creditor inquiries;

   (3) addressing a variety of creditor concerns; and

   (4) working towards negotiating a potential consensual plan of
       reorganization.

The extension will afford the Debtors sufficient opportunity to
assess whether the actions can and should be removed, thereby
protecting the Debtors' right to adjudicate lawsuits pursuant to
Section 1452, Mr. Daman asserts.

The Debtors' adversaries will not be prejudiced by the extension,
as they may not prosecute the actions absent relief from the
automatic stay, Mr. Daman explains.  Furthermore, the extension
will not prejudice any party to a proceeding that the Debtors
seek to remove from pursuing a remand pursuant to Section
1452(b).

                     About Complete Retreats

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


CSC HOLDINGS: Dolan Family's Offer Cues Moody's to Review Ratings
-----------------------------------------------------------------
Moody's Investors Service placed all ratings for Cablevision
Systems Corporation, CSC Holdings, Inc., a wholly owned subsidiary
of CVC, and Rainbow National Services LLC on review for downgrade
following the Dolan family's announcement of a proposal to acquire
Cablevision.

In Moody's view, under the proposed transaction, Cablevision's
credit metrics would deteriorate meaningfully as debt of the cable
operations would increase to approximately 11 times EBITDA from 7
times range.  Moody's also notes that the company has to balance
pro forma transaction higher interest burden with a continuing
need to invest in the cable operations given increasingly
competitive environment.  In Moody's view, Rainbow's event risk
would increase as a result of the transaction, given increased
financial burden on the parent company.

These Ratings on Review for Possible Downgrade:

On Review for Possible Downgrade:

Cablevision Systems Corporation

   * Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

   * Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B3,LGD6, 93%

CSC Holdings, Inc.

   * Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2, LGD2, 21%

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B2, LGD5, 73%

Rainbow National Services LLC

   * Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

   * Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

   * Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba1, LGD2, 19%

   * Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B3, LGD5, 86%

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B2, LGD4, 59%

Outlook Actions:

Cablevision Systems Corporation

   * Outlook, Changed To Rating Under Review From Stable

CSC Holdings, Inc.

   * Outlook, Changed To Rating Under Review From Stable

Rainbow National Services LLC

   * Outlook, Changed To Rating Under Review From Stable

Affirm

Cablevision Systems Corporation

   * Speculative Grade Liquidity Rating SGL-2

Rainbow National Services LLC

   * Speculative Grade Liquidity Rating SGL-2

Moody's will evaluate the likely effect of the proposed financing,
specifically the increase in leverage and the composition of the
debt.  Moody's estimates debt will increase
to approximately 11 times EBITDA pro forma for the transaction and
based on estimated LTM to June 30, 2006 EBITDA, from approximately
7 times.  In analyzing Cablevision's cable operations, Moody's
focuses on the debt currently called Restricted Group debt and the
bonds at CVC; cash flow from the consumer and business cable
assets services this debt.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation, is a domestic cable multiple system operator serving
more than 3 million subscribers in and around the metropolitan New
York area.

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast service providers throughout the United States.


DANA CORP: Martinez Group Wants $259,041 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.

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: Patti Organ Wants Stay Lifted to Pursue Insurance
------------------------------------------------------------
Patti G. Organ says she sustained injuries while working for Dana
Corporation and its debtor-affiliates on Sept. 30, 2005.  A Report
of Injury was filed with the Missouri Division of Workers'
Compensation.  Ms. Organ is still being treated for her work-
related injuries.  She filed a Claim for Compensation with the
Missouri Division of Workers' Compensation on Sept. 12, 2006.

The Debtors have acknowledged that it carried a policy of
Workers' Compensation Liability Insurance, which was in full
force and effect at the time of Ms. Organ's accident.  Ms. Organ
and her counsel expect that the insurance company's defense firm
will represent the Debtors' interests in the pending Workers'
Compensation Claim.

Accordingly, Ms. Organ asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay so she
can pursue her workers' compensation claim.  Ms. Organ notes that
the Debtors' insurance coverage is more than adequate to prevent
the Debtors' personal assets from being in jeopardy.  Ms. Organ
assures the Court that lifting the stay will not be detrimental to
the Debtors' effective reorganization.

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).


DELTA AIR: Parties Object to Lease Claims Objection Process
-----------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates and the Official
Committee of Unsecured Creditors ask the U.S. Bankruptcy Court for
the Southern District of New York to approve their proposed
procedures governing the manner in which they may assert and
litigate certain objections to claims in connection with leveraged
lease transactions, the Troubled Company Reporter reported on
Oct. 3, 2006.

                          Objections

A number of owner participants and parties-in-interest to certain
aircraft leveraged lease transactions object to the Debtors and
the Official Committee of Unsecured Creditors' proposed
procedures for filing and litigating objections to Leveraged
Lease Claims:

   (a) a group of owner participants in 58 separate leveraged
       lease transactions, namely:

       -- Banc of America Leasing & Capital LLC,
       -- AT&T Credit Holdings, Inc.,
       -- Bay 2 Bay Leasing LLC,
       -- Comcast Corporation,
       -- DFO Partnership,
       -- Lone Star Air Partners LLC, and
       -- Soundbay Leasing, LLC;

   (b) BNY entities, comprising:

       -- BNY Capital Resources Corporation,
       -- Lease Equities (Texas) Corporation, and
       -- BNY Lease Equities (Cap Funding) LLC;

   (c) Fifth Third Bank and The Fifth Third Leasing Company,
       Inc.;

   (d) Philip Morris Capital Corporation;

   (e) Pacific Harbor Capital, Inc.; AmSouth Leasing Corporation;
       First Hawaiian Bank; Raymond James Financial, Inc.; M&T
       Credit Services LLC; and Winthrop Resources Corporation;

   (f) General Electric Company and certain of its subsidiaries
       and affiliates;

   (g) First Chicago Leasing Corporation, Banc One Equipment
       Finance, Inc., and Banc One Arizona Leasing Corporation;

   (h) Bell Atlantic Tricon Leasing Corporation, NCC Golf
       Company, NCC Key Company, NCC Charlie Company and Comerica
       Leasing Corporation;

   (i) aircraft creditors represented by Vedder, Price, Kaufman &
       Kammholz, P.C., including Bankgesellschaft Berlin AG; Bear
       Stearns Investment Products, Inc.; Bremer Landesbank; and
       Kreditanstalt Oldenburg-Girozentrale;

   (j) Northwestern Mutual Life Insurance Company and Walt Disney
       Pictures;

   (k) the ad hoc committee of certain senior secured holders
       of certificates issued in conjunction with leveraged lease
       transactions involving the 79 aircraft and related
       equipment, and The Bank of New York, as pass through
       trustee and as indenture trustee;

   (l) Wachovia Financial Services, Inc., formerly known as First
       Union Commercial Corporation, successor to Wachovia
       Leasing Corporation;

The objectors complain that the Joint Motion:

    -- fails to identify any particular claim to which it
       purports to object, and merely refer to a general
       description of a class of claims that it denominates as
       "Relevant Claims";

    -- fails to specify the basis for an objection to any
       particular claim, and merely refers to a list of generic
       objections that might or might not apply to any given
       "Relevant Claim";

    -- improperly attempts to shift the burden of going forward
       to claimants, requiring them to supplement their proofs of
       claim with sworn declarations without requiring the
       Debtors and the Creditors Committee to produce any
       evidence to rebut the prima facie validity of the claims
       as required by Rule 3001 of the Federal Rules of
       Bankruptcy Procedure; and

    -- proposes vague and confusing procedures.

Banc of America, et al., assert that the Court and the parties
will be better served if the Court treats the approval of the
proposed procedures as an agenda for a Rule 7016 conference.

Richard G. Smolev, Esq., at Kaye Scholer LLP, in New York,
counsel for Banc of America, et al., explains that a Rule 7016
conference will facilitate a collaborative process giving all
parties an opportunity to contribute to the development of
procedures the Joint Motion seeks to establish.

A collaboratively developed set of procedures may result in a
process that ultimately would reduce transaction costs better
than the proposed Procedures, Mr. Smolev says.

On behalf of the BNY entities, David A. Rosenzweig, Esq., at
Fulbright & Jaworski L.L.P., in New York, says that the Debtors
and the Creditors Committee have filed a motion, mislabeled as
one merely seeking procedures, that seeks to allow them to side
step the normal claims objection process by picking and choosing
test cases that will impact large numbers of creditors with
significant claims.

Mr. Rosenzweig asserts that the Procedures deprive creditors of
their right to litigate their individual claims, even though the
owner participants' tax indemnity claims are likely the largest
single group of claims in the Debtors' cases aside from the
claims of the labor unions and the Pension Benefit Guaranty
Corporation.

Mr. Rosenzweig avers that the Procedures inappropriately give the
Debtors and the Creditors Committee the sole discretion to choose
which claim or claims to litigate.  The Procedures provide, among
others, that:

     * the Debtors and the Committee may select a group of
       relevant claims for purposes of litigating one or more
       deemed objections; and

     * other parties who might be interested in the same issue
       may participate in the litigation of that issue.

On the other hand, Mr. Rosenzweig argues, the Procedures place
creditors in a difficult, if not impossible, position:

   (a) Creditors who will not participate in the test case may
       not have a meaningful opportunity to litigate in the
       Court;

   (b) Creditors participating in the test case are required to
       file joint papers with possibly dozens of other creditors,
       essentially forcing the creditors to use a common counsel,
       and thus, depriving each of its rights to full and fair
       hearing on its claims using the counsel of its choice; and

   (c) Participants in the test case will be bound by the
       decision, even though they participated essentially as
       amicus parties and their claims were not before the Court.

Mr. Rosenzweig maintains that any notion of due process and
fundamental fairness requires the Debtors to file an omnibus
objection to tax indemnity claims, thus affording every creditor
an opportunity to submit papers, compare operative documents for
similarities and differences, and appear at hearings.  In
consultation with the affected creditors, the Debtors and the
Creditors Committee can select a handful of claims for the
initial litigation.

Bell Atlantic, et al., maintain that although aircraft leveraged
lease structures have many of the same general features, owner
participants' tax and general indemnity claims in each
transaction are governed by unique and highly negotiated
documentation.

According to Bell Atlantic, et al.'s counsel, Joseph J.
Saltarelli, Esq., at Hunton & Williams LLP, in New York, the
efficiencies to be achieved by the Procedures are largely, if not
completely, illusory.  Common themes do not always translate into
common issues that lend themselves to common resolution.

Philip Morris does not oppose a process by which the Court
addresses in an orderly and efficient fashion the disputes over
claims based on stipulated loss value and payments required under
Tax Indemnity Agreements, and the separate TIA claims, provided
that the process protects the rights of all affected parties and
ensures a level playing field for the litigation.

Philip Morris asks the Court to deny the Joint Motion as being
premature unless:

    i. prior to the establishment of a claim objection process,
       the Debtors and the Creditors Committee file proper claim
       objections that set the factual and legal basis of their
       objections, and identify the creditors subject to each
       objection; and

   ii. subsequent to the filing of the claim objections, the
       Court holds a status conference for the purpose of
       determining whether it is possible to establish procedures
       that will govern the manner in which an objection is
       litigated, at which hearing creditors will have the right
       to be heard.

Pacific Harbor, et al., propose that the Debtors and the
Creditors Committee implement these changes to the Procedures:

   (1) To ensure that all affected parties receive adequate
       notice of the claims at issue that will permit them to
       determine easily whether the claims relate to a claimant's
       respective aircraft, the notices will include:

        * the claim numbers of each claim subject to the
          notice;

        * the FAA registration number for each aircraft subject
          to the claims; and

        * the name and address of each respective claimant;

   (2) The Debtors and the Creditors Committee will comply with
       the requirements of Bankruptcy Rules 3007 and 7004, and
       relevant case law, which require that a claim objection be
       served by first class U.S. mail on the claimant's
       designated notice party at the address specified on the
       face of each respective claimant's proof of claim; and

   (3) Claimants will be provided sufficient time to respond to
       the Debtors and the Creditors Committee's leveraged lease
       claims objection.

On behalf of the GE Entities, Richard P. Krasnow, Esq., at Weil,
Gotshal & Manges LLP, in New York, argues that:

    -- the Court should not "deem" the Joint Motion as an
       objection to claims; and

    -- the proposed Procedures infringe on the claimants' due
       process rights.

First Chicago Leasing contends, among others, that the Procedures
should be modified to provide:

   (a) a reservation of a party's rights to appeal the
       Court's decision;

   (b) an overly expansive waiver of conflicts of interest;

   (c) that the litigation of a deemed objection will not have
       res judicia, collateral estoppel or other preclusive
       effect on the holders of relevant claims; and

   (d) no penalty to be imposed for failure of respondents to
       file joint papers with respect to the litigation of a
       deemed objection.

CLC Aircraft Leasing Company supports the objections of the other
parties, including the BofA, et al., and the BNY Entities.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Aircraft Creditors Balk at Claims Objection Procedures
-----------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
establish uniform procedures for filing, prosecuting and resolving
objections to proofs of claim filed in their Chapter 11 cases,
pursuant to Section 105 of the Bankruptcy Code, the Troubled
Company Reporter reported on Oct. 3, 2006.

David H. Botter, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, tells the Court that the Official Committee of
Unsecured Creditors supports the Debtors' request to establish
uniform procedures for filing, prosecuting and resolving
objections to proofs of claim filed in their Chapter 11 cases.

                  Aircraft Creditors Object

Certain aircraft creditors, including Bankgesellschaft Berlin AG;
Bear Steams Investment Products, Inc.; Bremer Landesbank; and
Kreditanstalt Oldenburg-Girozentrale, want the proposed Objection
Procedures revised to:

   (1) provide claimants adequate time after a reply has been
       filed by the Debtors to prepare for the hearing on that
       objection;

   (2) require the Debtors to prepare a concise statement setting
       forth the basis for any objection;

   (3) allow both the Debtors and the claimants to determine
       what, if any, discovery will be needed to resolve a claim
       objection, and to convert the initial scheduled hearing
       into a status conference; and

   (4) allow either the Debtors or the claimants to schedule a
       claim for a hearing.

Representing the Aircraft Creditors, Douglas J. Lipke, Esq., at
Vedder, Price, Kaufman & Kammholz, P.C., in Chicago, Illinois,
asserts that the claimants should not be required to file an
additional sworn declaration as part of any response to a claim
objection.

The Allegheny County Airport Authority; Wachovia Financial
Services, Inc., formerly known as First Union Commercial
Corporation; Fifth Third Bank; The Fifth Third Leasing Company,
Inc.; and CLC Aircraft Leasing Company support the Aircraft
Creditors' objection.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DIRECTED ELECTRONICS: Polk Audio Buy Cues S&P to Lower Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on consumer
electronics maker Directed Electronics Inc. following its
acquisition of Polk Audio Inc., a provider of loudspeakers and
audio equipment for homes and cars, for $136 million in cash.

The corporate credit rating was lowered to 'B+' from 'BB-', and
was removed from CreditWatch negative where it was placed on Aug.
25, 2006.

The ratings outlook on Vista, California-based DEI is stable.  Pro
forma balance sheet debt at June 30, 2006, including the
acquisition debt, totaled about $307 million.

"The downgrade reflects DEI's weaker financial position after the
Polk acquisition," said Standard & Poor's credit analyst Nancy C.
Messer.

To fund the acquisition, the company increased the size of its
term loan by $141 million under an amended and restated senior
secured credit facility.  This amount was an addition to the
company's existing $165.8 million term loan.  At the same time
that debt is increased, DEI will be required to invest in higher
levels of working capital in the next several years to support its
product build for the satellite radio accessories market.  As a
result of the higher cash interest expense and required investment
in working capital, the company will generate minimal free cash
flow for debt reduction in 2006 and 2007.  Beginning in 2008, the
company expects to generate sufficient free cash flow to allow for
debt reduction.  Following the acquisition, DEI is highly
leveraged, with lease-adjusted total debt to EBITDA of about 4.4x.

S&P expects DEI's lease-adjusted leverage to remain at 4x or
higher over the intermediate term, as the company expands and
diversifies sales through new product introductions and possible
periodic acquisitions.  The Polk acquisition, which will increase
DEI's revenues by a material 25%, adds integration risk to the
credit, although mitigating this concern is DEI's successful track
record of integrating prior acquisitions.

At the 'B+' rating, S&P expects funds from operations to total
debt in the range of 10%-15% and lease-adjusted total debt to
EBITDA in the range of 4x-4.5x.

The Polk acquisition is consistent with DEI's strategy of growing
both organically and through acquisitions in home electronics,
mobile electronics, and adjacent product categories to leverage
DEI's existing distribution network, customer relationships, and
sales force, since the markets are highly fragmented.


EATON VANCE: S&P Affirms BB- Rating on Class D Notes
----------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
B notes issued by Eaton Vance CDO III Ltd., a cash flow arbitrage
high-yield CLO transaction, and removed it from CreditWatch, where
it was placed with positive implications on July 27, 2006.  At the
same time, ratings are affirmed on the class A and D notes.

The upgrade is primarily due to the increase in the
overcollateralization ratios following paydowns to the class A-1
and A-2 notes after the end of the reinvestment period in August
2005.  Currently, the outstanding balances of the class A-1 and A-
2 notes are 41.74% of their amounts at issuance.  As a result, the
overcollateralization ratios for the A and B classes improved to
157.35% and 126.37%, respectively, as of Aug. 31, 2006.  These
ratios are significantly higher than the initial ratios of 129.36%
and 117.35%, respectively.

Though the class D overcollateralization ratio had declined to
102.33% as of Aug. 31, 2006, from an initial value of 105.65%, it
remains above its minimum requirement of 101.70%.  Moreover, for
purposes of calculating the overcollateralization ratios, Eaton
Vance CDO III Ltd. "haircuts" (or reduces the principal value of)
a percentage of assets that have a legal maturity beyond the
stated maturity of the transaction.

According to the Aug. 31, 2006, trustee report, the
overcollateralization ratios included a $6.68 million haircut to
the numerator.  Without haircutting the principal value of these
assets, the class D overcollateralization ratio, as of the August
2006 monthly report, would have been approximately 105.76% instead
of 102.33%.  Based on the current credit support for the class D
notes, the current rating is affirmed.

Considering that the credit quality of the portfolio has declined
since the transaction closed, however, we will consider placing
the class D rating on CreditWatch negative if support for this
class deteriorates in any manner, including a negative rating
migration within the collateral pool, credit risk sales that are
less than the assumed recovery, or a reduction in net interest
revenue following early amortization of assets.

        Rating Raised and Removed from Creditwatch Positive

                      Eaton Vance CDO III Ltd.

                                 Rating
                                 ------
                     Class    To         From
                     -----    --         ----
                     B        AAA        A-/Watch Pos

                          Ratings Affirmed

                      Eaton Vance CDO III Ltd.

                         Class       Rating
                         -----       ------
                         A-1         AAA
                         A-2         AAA
                         D           BB-


E.SPIRE COMMS: Ch. 7 Trustee Hires Rawle & Henderson as Co-Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Gary F. Seitz, Esq., the chapter 7 trustee appointed in e.Spire
Communications, Inc. and its debtor-affiliates' liquidation
proceedings, permission to employ Rawle & Henderson LLP, as his
co-counsel.

As reported on the Troubled Company Reporter on Oct. 2, 2006,
Rawle & Henderson will:

     a) provide legal advice with respect to the Chapter 7
        trustee's powers and duties under the Bankruptcy Code;

     b) assist in the investigation of the Debtors' acts,
        conduct, assets, liabilities, and financial condition,
        the operation of the Debtors' businesses, and any other
        matters relevant to the case or the orderly liquidation
        of the estates' assets;

     c) prepare, on behalf of the Chapter 7 Trustee, necessary
        applications, motions, complaints, answers, orders,
        agreements and other legal papers;

     d) review, analyze, and respond to all pleadings filed in
        these Chapter 7 cases and appear in court to present
        necessary motions, applications and pleadings and to
        otherwise protect the interests of the Chapter 7 Trustee
        and the Debtors' estates; and

     e) perform all other legal services for the Chapter 7
        Trustee that may be necessary and proper in these
        proceedings.

Rawle & Henderson's professionals bill at these rates:

        Designations               Hourly Rate
        ------------               -----------
        Partners                    $300-$400
        Associates                  $150-$300
        Paralegals                   $75-$150
        Paralegal Assistants         $75-$150

To the best of the Trustee's knowledge, the firm does not hold any
interest adverse to the Debtors' or their estates.

Attorneys at the firm can be reached at:

     Rawle & Henderson LLP
     300 Delaware Avenue
     Suite 1015
     Wilmington, Delaware 19801
     Tel: (302) 654-0500
     http://www.rawle.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.


FEDERAL-MOGUL: Insurers Want Dresser Case Heard in State Court
--------------------------------------------------------------
Insurance Companies, related to asbestos-related claims against
Federal-Mogul Products, Inc., ask the U.S. District Court for the
District of Delaware to abstain from hearing the Dresser Adversary
Proceeding and to withdraw the reference of their Lift-Stay Motion
from the Bankruptcy Court.

Federal-Mogul Products asserts rights to insurance coverage for
asbestos-related claims under a large number of insurance policies
issued by various insurers.

In 2001, DII Industries, LLC, formerly Dresser Industries, Inc.,
commenced an adversary proceeding claiming coverage under the same
policies.

Ordinarily, a dispute involving application of state law would be
litigated in state court, Brian L. Kasprzak, at Marks O'Neill
O'Brien & Courtney, P.C., in Wilmington, Delaware, says on behalf
of certain insurance companies.  However, because DII commenced
the Adversary Proceeding in F-M Products' Chapter 11 case, the
issues involving the Debtor's rights to insurance coverage for
asbestos claims were brought in the Bankruptcy Court, Mr. Kasprzak
recounts.

While the parties engaged in an extensive mediation, the U.S.
District Court for the District of Delaware stayed the Adversary
Proceeding, Mr. Kasprzak relates.  Currently, however, the stay
has been lifted and F-M Products wishes to proceed with coverage
litigation.

The Insurers believe that the state court is still the most
appropriate forum for litigation of the coverage disputes.
Accordingly, the Insurers ask the Bankruptcy Court to lift the
automatic stay so they can promptly commence and prosecute an
insurance coverage lawsuit in the Supreme Court of the State of
New York, New York County.

The state court suit, Mr. Kasprzak says, will substitute for the
Adversary Proceeding, except in a more appropriate forum.

The Insurers believe that lifting the automatic stay will not
interfere with the orderly administration of F-M Products' case or
its efforts to reorganize.

"The litigation will impose the same burdens on [the] Debtor and
its estate wherever it proceeds; if having active coverage
litigation in federal court will not interfere with [the] Debtor's
bankruptcy case or its efforts to confirm a plan, having the same
litigation go forward in state court also would not have those
effects," Mr. Kasprzak asserts.

Furthermore, Mr. Kasprzak contends that:

   -- the planned state court coverage action is likely to
      succeed on the merits;

   -- if the Lift Stay Motion is denied, the Insurers will suffer
      hardship; and

   -- neither F-M Products nor its estate will suffer prejudice
      if the stay is lifted.

             Insurers Want District Court to Abstain

The Dresser Adversary Proceeding now presents nothing more than a
routine insurance coverage dispute, Mr. Kasprzak tells the
District Court.  The issues in the Adversary Proceeding only
concern whether or to what extent insurance coverage exists under
prepetition liability insurance policies for F-M Products,
Mr. Kasprzak explains.  The specific issues include choice of law,
corporate successorship or named insured issues, trigger and
allocation issues, and other issues requiring interpretation and
construction of the insurance policies.

The Insurers believe those issues arise exclusively under state
law and are non-core.

"They have nothing to do with bankruptcy law, and would be most
appropriately considered by a state court," Mr. Kasprzak contends.

Furthermore, the Insurers believe that the issues can be timely
adjudicated in state court since the feasibility of the Debtor's
proposed plan of reorganization in no way depends on the outcome
of an insurance coverage litigation.

Hence, the Insurers ask the District Court to abstain from hearing
the Adversary Proceeding.

"It has become commonplace for federal courts to abstain from
insurance coverage suits involving debtors so the state-law
matters involved can be heard in state court, as Congress
intended" Mr. Kasprzak says.

        Insurers Ask District Court to Withdraw Reference

The Insurers further ask the District Court to withdraw the
reference of their Lift-Stay Motion from the Bankruptcy Court, so
that a single judicial officer from the District Court can decide
both the Abstention Motion and the Lift-Stay Motion, which are
interrelated.

"Hearing those motions together further fosters economical use of
[the] Debtor's and the insurance companies' resources and
expedites the bankruptcy process," Mr. Kasprzak points out.

The Insurers believe that failure to withdraw the reference could
result in inconsistent rulings by the District Court and the
Bankruptcy Court.

The Insurers include:

   -- Ace Property & Casualty Insurance Company,
   -- Century Indemnity Company,
   -- Central National Insurance Company of Omaha,
   -- Pacific Employers Insurance Company,
   -- Insurance Company of North America,
   -- OneBeacon America Insurance Company,
   -- Seaton Insurance Company,
   -- St. Paul Mercury Insurance Company,
   -- Stonewall Insurance Company,
   -- TIG Insurance Company, and
   -- United States Fire Insurance Company.

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


FEDERAL-MOGUL: Underwriters to Reply on Travelers' Objection
------------------------------------------------------------
Certain Underwriters at Lloyd's, London, and Certain London
Market Companies obtained permission from the U.S. Bankruptcy
Court for the District of Delaware to file a reply to The
Travelers Indemnity Company and Travelers Casualty and Surety
Company's objection to the Underwriters' request for discovery
concerning Vellumoid and Fel-Pro Claims.

The Travelers Objection has been filed under seal because
Travelers obtained information from American Standard, Inc. v.
Admiral Insurance Co., et al., Docket No. MID-K-1429-99, pending
in the Superior Court of New Jersey, which case is purportedly
subject to a protective order and mediation protocol.

Among others, Travelers argued that the Underwriters' discovery
request was drawn from certain confidential information provided
in the American Standard Case.

Because some information may be confidential, the Court also
authorized the Underwriters to file their reply under seal.  The
Court limits the Underwriters' Reply to 10 pages, including any
exhibits.

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


FLAGSTONE CBO: Fitch Holds BB Rating on $10.3 Mil. Class B-1 Notes
------------------------------------------------------------------
Fitch Ratings affirms three classes of notes issued by Flagstone
CBO 2001-1 LTD.  These affirmations are the result of Fitch's
review process and are effective immediately:

     -- $139,756,506 class A-1L notes at 'AAA';
     -- $72,500,000 class A-2L notes at 'AAA';
     -- $10,335,147 class B-1 notes at 'BB'.

Flagstone, which closed Oct. 18, 2001, is a collateralized debt
obligation initially managed by Pareto Partners.  Pareto Partners
was acquired by Standish Mellon which currently manages the
transaction.

Since the last rating action, the WARF has slightly deteriorated;
excluding defaults, assets rated 'CCC+' or lower represented
approximately 17.86% of the aggregate principal amount of
portfolio collateral plus eligible investments relative to 15.20%
from a year ago; however, Flagstone continues to perform in line
with Fitch's original ratings expectations.  As of the Sept. 2,
2006 trustee report, the class A overcollateralization ratio has
improved to 115.20% from 110.33% over a one-year period, relative
to a minimum required threshold of 106.75%.  Also, the class B OC
ratio has improved to 109.60% from 104.50% over an approximate
one-year period, relative to a minimum required threshold of
104.00%.

Several important structural safeguards will help support the
credit enhancement of the rated liabilities.  For example, if the
additional collateral amount test fails the minimum required level
of 107.5% based on the class B OC test, this will result in the
diversion of interest proceeds towards principal redemptions of
the class B-1 notes and the redemption of senior notes.  The
amount necessary to cure this test is applied 25% to redeem the
class B-1 notes and 75% applied to redeem all the notes
sequentially.  The structure also includes more traditional class
A and B OC tests as well as an interest coverage test.

The ratings of the classes A-1L and A-2L notes, which are both
guaranteed for interest and principal by XL Capital Assurance
Inc., address the likelihood that investors will receive full and
timely payments of interest, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date.  The rating of the class B-1 note addresses the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date of
Nov. 15, 2013.

As a result of this analysis, Fitch has determined that the
original ratings assigned to the class A-1L, A-2L, and B-1 notes
still reflect the current risk to noteholders.  Fitch will
continue to monitor and review this transaction for future rating
adjustments.


FLYI INC: Judge Walrath Adjourns Disclosure Statement Hearing
-------------------------------------------------------------
In a notice filed with the U.S. Bankruptcy Court for the District
of Delaware, FLYi, Inc., and its debtor-affiliates disclose that
Judge Mary F. Walrath adjourned to "a date to be determined" the
hearing to consider the approval of:

    (i) the Disclosure Statement explaining the Debtors' Joint
        Plan of Liquidation; and

   (ii) the Debtors' motion to establish uniform procedures for
        the solicitation and tabulation of votes to accept or
        reject the Plan of Liquidation.

The Debtors will file a subsequent notice with the Court setting
forth the adjourned hearing dates.

The hearing was initially scheduled on Oct. 3, 2006.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FLYI INC: Wants Removal Period Extended to January 31
-----------------------------------------------------
FLYi, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware, to further extend the time
period within which they may file notices of removal, through and
including January 31, 2007, with respect to pending prepetition
civil actions.

The extension will afford the Debtors additional time to
determine whether or not to remove any pending civil action and
will ensure that the Debtors do not forfeit their rights under
Section 1452 of the Judiciary and Judicial Procedure Code, M.
Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, contends.

Mr. Cleary assures the Court that the extension will not
prejudice the rights of the Debtors' adversaries because any
party to a removed action may seek to have the action remanded to
the state court pursuant to Section 1452.

The Court will convene a hearing on October 23, 2006, to consider
the Debtors' request.  By application of Local Bankruptcy Rule
9006-2 for the District of Delaware, the deadline is
automatically extended until the Court rules on the Debtors'
request.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FOAMEX INT'L: Exclusive Plan Filing Period Extended to November 15
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extends
Foamex International Inc. and its debtor-affiliates' exclusive
periods:

   (i) to file a Chapter 11 plan through and including
       Nov. 15, 2006; and

  (ii) to solicit acceptances for the plan through and including
       Jan. 14, 2006,

upon consideration of Murray Capital's objections and the Debtors'
agreement to modify their request as a result of negotiations with
interested parties.

Judge Walsh also orders that the discovery served by the
Creditors Committee on Sept. 22, 2006, with respect to the 3rd
Exclusivity Motion will remain outstanding and will be treated as
a request for discovery under Rule 2004 of the Federal Rules of
Bankruptcy Procedure.

Judge Walsh overrules Murray Capital's objections.

                  Murray Capital's Objections

Representing Murray Capital Management, Inc., Mark D. Olivere,
Esq., at Edwards Angell Palmer & Dodge LLP, in Wilmington,
Delaware, argues that the Debtors cannot demonstrate "cause" for
an extension of their exclusive periods to file a plan of
reorganization and solicit acceptances for the plan.

Mr. Olivere notes that the Debtors have a fully negotiated and
committed exit-financing package, which should allow them to file
a plan immediately.

The Debtors sought an extension to allow them time to complete
negotiations with certain of their equity holders with respect to
the terms of a potential rights offering.

Mr. Olivere, however, points out that certain, if not all, of the
equity holders have been owners of the Debtors' equity for at
least six months, have been actively involved in the Debtors'
Chapter 11 cases, and have had ample time to finalize their due
diligence.  The equity holders are large and sophisticated
investors who can execute transactions with considerable speed
when committed to doing so, he says.

Thus, the equity holders should either commit to a plan promptly
or get out of the Debtors' way, Mr. Olivere asserts.

Declining to extend the Debtors' exclusivity, or limiting an
extension to no more than 21 days, will not prejudice the
Debtors' ability to file a plan and solicit its acceptance,
Mr. Olivere maintains.

Mr. Olivere notes that Section 1121 of the Bankruptcy Code does
not impose a deadline for filing a plan but merely limits the
Debtors' exclusive rights with respect to the plan and affords
stakeholders the opportunity to submit a competing plan for all
holders of claims and equity interests to evaluate.

All parties-in-interest would remain free to evaluate and to vote
on either the Debtors' eventual plan or a plan put forth by one or
more of their stakeholders, Mr. Olivere further notes.

Denial of the Third Exclusivity Motion, Mr. Olivere contends, will
effectively level the playing field among competing constituencies
like the Debtors and their creditors and equity holders.

Murray Capital submits that a further extension of the Exclusive
Periods will be detrimental to the Debtors' estates, and the
Third Exclusivity Motion should be denied.

To the extent the Debtors are able to put forth additional
evidence indicating substantial progress towards a plan, Murray
Capital maintains that the Debtors should be allowed no more than
a 21-day extension in their Exclusive Plan Filing Period.

            Foamex Submits Evidence on Negotiations
                      with Equity Holders

At a hearing on October 5, 2006, Foamex International, Inc.,
presented to the Court evidence that outlined recent developments
in the Debtors' Chapter 11 cases, according to the company's Form
8-K submitted to the Securities and Exchange Commission.

According to Gregory J. Christian, executive vice president and
general counsel, Foamex is in continuing negotiations with certain
significant equity holders.  The parties are negotiating terms of
a potential rights offering that would raise additional equity
financing that, when coupled with proceeds from Foamex's Chapter
11 exit loans, would allow it to satisfy the valid claims of
creditors in full and allow equity holders to retain their
ownership interests in the company, subject to any dilution that
may occur in connection with a rights offering to the current
equity holders.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FORD MOTOR: Could be Next in Renault-Nissan's Quest for Alliance
----------------------------------------------------------------
Nissan Motor Co. Ltd and Renault could set their sights on Ford
Motor Company as they continue to look for a North American
partner, Reuters Reports.

Nissan spokeswoman Mia Nielsen had told Reuters that the Renault-
Nissan alliance could be extended to work with additional partners
and that a North American partner could make sense.

Renault-Nissan had sought to form a partnership with General
Motors Corp. in order to strengthen its position in North America.
GM however, ended the talks after concluding that Renault-Nissan's
alliance framework would substantially disadvantage GM
shareholders.

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

                           *     *     *

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

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

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

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


GENERAL MOTORS: S&P Retains Watch After Nissan-Renault Talks End
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
would remain on CreditWatch with negative implications, where they
were placed March 29, 2006.

The CreditWatch update follows the announcement that GM, Nissan
Motor Co. Ltd., and Renault S.A. are no longer in talks to explore
a global automotive partnership.  S&P had not factored any
potential benefits of an alliance into GM's ratings.

"Although such an alliance might have brought some cost savings in
manufacturing, purchasing, or marketing," said Standard & Poor's
credit analyst Robert Schulz, "any benefits would likely have
taken a long time to materialize and would have been accompanied
by substantial execution risks, given the complexity involved."

GM's ratings are likely to remain on CreditWatch until S&P is able
to ascertain the financial effect on GM of its exposure to
bankrupt former unit Delphi Corp., and until the sale of a 51%
stake in GMAC LLC (formerly General Motors Acceptance Corp.) to an
investor consortium is at or near completion.  S&P believes the
Delphi situation will be resolved first, although resolution is
not required for the GMAC sale.

Beyond these events, S&P will focus on GM's progress in improving
its troubled North American automotive operations.  The
possibility that Kirk Kerkorian's Tracinda Corp. will increase its
ownership stake in GM to about 12% from 9.9% could increase
pressure on management to shift from existing strategies.
However, given Tracinda's existing board representation, the
potential effect of a higher stake is not likely to be a
significant factor in the CreditWatch resolution.

GM is suffering from meaningful market share erosion in the U.S.
and marked deterioration of its product mix, most notably a
precipitous weakening of sales of its midsize and large SUVs.
These negative trends have vividly exposed the extent of capacity
and cost challenges that need to be addressed in North America.
GM is undertaking yet another significant round of cost
reductions, production capacity cuts, and workforce
rationalization.  Yet, sustainable improvements in North America
will also require success with product acceptance and pricing, in
addition to cost reductions.  Some -- but not all -- new products
launched in 2006 are selling well.  Prospects for GM's important
late 2006 launch of a new full-size pickup truck are uncertain,
given softness and competition in that segment.

Executed cost reductions include the negotiation of an agreement
with the United Auto Workers providing for reduced health care
costs.  Yet, this agreement will only partly address the
competitive disadvantage posed by GM's health care burden.
Moreover, cash savings will not be realized until 2008 because GM
agreed to make a total of $2 billion in contributions to a newly
formed VEBA trust during 2006 and 2007.

GM is also substantially reducing headcount through an accelerated
attrition plan under which more than 34,000 hourly employees have
agreed to leave.  Although up to 5,000 Delphi employees can return
to GM, GM will reach its 2008 goal of reducing 30,000
manufacturing jobs about two years early.  GM took a net after-tax
charge in the second quarter of about $3.7 billion related to the
attrition program.

The most pressing near-term issue remains GM's exposure to Delphi,
its former unit and important supplier.  Hearings on Delphi's
request to reject its labor contracts and unprofitable supply
contracts with GM have been postponed a number of times during
2006, although S&P expects negotiations between Delphi, the United
Auto Workers, and GM to continue.  The court has scheduled a
conference for Oct. 19. We expect a resolution that does not
entail a Delphi strike, partly because Delphi's attrition program
was also very successful, but also because a strike would be
catastrophic for GM.  Delphi's much lower headcount is likely to
be an important factor in resolving GM's exposure to the Delphi
situation.

Deterioration of GM's credit quality has limited GMAC's funding
capabilities, and GM has agreed to sell a 51% ownership stake in
GMAC to a consortium headed by unrated Cerberus Capital
Management.  If the sale is completed, net cash proceeds to GM at
closing are expected to be about $8 billion, which represents
about $10 billion received by closing less amounts reinvested in
GMAC as part of the transaction.  These proceeds would bolster
GM's liquidity significantly.  Several key closing conditions have
recently been satisfied.  However, the consortium is now
considering how to deal with an unexpected six-month FDIC
moratorium on approving ownership changes affecting industrial
loan companies to avoid delaying the targeted closing date of late
2006.


GOODING'S SUPERMARKETS: Files Amended Disclosure Statement
----------------------------------------------------------
Gooding's Supermarkets Inc. delivered its Amended Disclosure
Statement explaining its Amended Plan of Reorganization to the
U.S. Bankruptcy Court for the Middle District of Florida, Orlando
Division.

                       Plan Implementation

The Plan contemplates that the Reorganized Debtor will continue to
maintain a centralized corporate administrative office, with low
operating expenses, which shall operate the Reorganized Debtor's
business.  The Debtors believe cash flow from the continued
operation of its business will be sufficient to meet required Plan
Payments.

Funds generated from operations until the effective date will be
used for Plan Payments.  In addition, the Debtor believes that it
is highly likely that it will recover a significant amount of
funds in the Celebration Litigation filed against two of its
Landlords, Water Tower and Unicorp, and that the recovery will be
used to supplement required Plan Payments.

                     Celebration Litigation

Water Tower Retail, LLC, leased a real property, where the
Celebration Store was constructed in June 2005, to Gooding's under
a Reinstated Ground Lease.  Gooding's closed the Celebration Store
in October 2005 and terminated the Ground Lease on Nov. 1, 2005,
after the landlords, Water Tower and Unicorp National
Developments, Inc., failed to cure defaults asserted by Gooding's,
pursuant to a written notice, regarding visibility and signage
issues required under the Ground Lease.

Water Tower commenced a lawsuit against Gooding's for eviction and
breach of lease agreement, while Gooding's sued Water Tower for
breach of Ground Lease agreement.  As a counterclaim, Water Tower
sought damages and an order of eviction.

                     Treatment of Claims

Holders of all Allowed Administrative Expense Claims will be paid
in full, except to the extent that the holder and the Reorganized
Debtor have agreed or may agree to a different treatment.

Holders of all Allowed Priority Tax claims will be paid in full in
quarterly payments for six years with 8% interest.

                 First National Bank's Claim

The Debtor discloses that the Class 1 Allowed Secured Claim of
First National Bank of Central Florida, totaling $1,560,000, has
been satisfied through a compromise and sale of the Casselberry
Store to Greater Properties, Inc.

As reported in the Troubled Company Reporter on Aug. 11, 2006, the
Court allowed the Debtor to sell the combination food and drug
store consisting of approximately 46,000 square feet of commercial
space located at 1024 E. Highway 436, Casselberry, Fla., to
Greater Properties and The Greater Construction Corp., the lessors
who own the real property upon which the Casselberry Store is
situated.  Greater Properties will pay $1.6 million for the store.

The Class 2 Allowed Secured Claim of First National, totaling
$2,560,000, is secured by a first priority Lien on the leasehold
interest in the Celebration Store and an interest in all of the
Debtor's right, title, and interest, now or hereafter acquired by
the Debtor, in and to all leases, agreements of sale, or other
agreements in connection with the Celebration Store and the rents,
issues, and profits payable.  The Debtor discloses that it
recently executed a Conditional Mediated Settlement with respect
to the litigation against Water Tower resolving all issues
regarding First National's Class 2 Claim.

If the Water Tower Settlement is consummated, First National will
receive $2.3 million, in full satisfaction, release and discharge
of its Class 2 Claim.

Otherwise, in full satisfaction of its Allowed Secured Claim,
First National will retain its Lien against its current collateral
and receive monthly payments at the contract rate of interest,
beginning on the effective date.  First National will also receive
a lien on the Celebration Litigation.  To the extent of any Net
Recovery from the Celebration Litigation, First National will
receive 75% of any Net Recovery up to the first $2 million and
then 80% of any Net Recovery above $2 million, until the Allowed
Class 2 Claim is paid in full.

                    Other Secured Claims

In full satisfaction of its claim, National Commerce Bank is
deemed to have a $1,550,000 Allowed Secured Claim.  National
Commerce's claims will be paid monthly based on a 12-year
amortization and 7-year maturity with 7.5% fixed-rate interest.

The Allowed Secured Claim of Ford Motor Credit, consisting of two
auto loans will receive these treatments:

    * the $25,745.05 loan will receive a $462.01 monthly payment
      with 2.9% interest until fully paid; and

    * the $25,501.58 loan will receive a $481.04 monthly payment
      with 4.9% interest until fully paid.

The Allowed Secured Claim of Russell Doerk, president, COO, and
director of Gooding's, against the Debtor with respect to his
right of setoff will be settled between the Debtor and Mr. Doerk.

The Allowed Secured Claim of Crane National Vendors, totaling
$52,978.05, will receive a first payment of $2,670.98 on the
effective date, and subsequent monthly payments in two years with
10.5% interest.  Crane will also retain its lien on certain
vending machines located at the International Drive Store and the
Lake Buena Vista Store.  The Debtor will pay $2,700 attorneys'
fees incurred by Crane through monthly payments of $112.50.

                       Unsecured Claims

Holders of Allowed Unsecured Claims, estimated between $2,500,000
to $3,000,000, will receive their pro rata share of the Gooding's
Creditors Trust.  The Gooding's Creditors Trust will hold,
prosecute and liquidate the Trust Assets for the Benefit of
Allowed Unsecured Claims, and will make distributions pursuant to
the Plan.  The assets of the Trust consist of:

   a) the Guaranteed Payment;
   b) the Periodic Payments;
   c) a portion of Net Recovery;
   d) Causes of Action; and
   e) all unclaimed property.

The Trust will receive 25% of the first $2 million of Net Recovery
from the Celebration Litigation.  Thereafter, the Trust will get
20% of Net Recovery after the Class 2 Claim of First National is
paid in full.  Thereafter, the Trust will receive 50% of Net
Recovery from the Celebration Litigation until the Trust has
received a total of $1,500,000.

CEO Jonathan Gooding, who owns 95.69% of common stock, and Company
President Russell Doerk, who owns 4.31% of common stock, will
retain their ownership in Gooding's.

                         About Gooding's

Headquartered in Orlando, Florida, Gooding's Supermarkets, Inc.,
dba Gooding's, offers catering services and operates a chain of
supermarkets in Central Florida.  The Company filed for chapter 11
protection on Dec. 30, 2005 (Bankr. M.D. Fla. Case No. 05-17769).
R. Scott Shuker, Esq., at Gronek & Latham LLP represents the
Debtor.  W. Glenn Jensen, Esq., at Akerman Senterfitt represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets of
$1 million to $10 million and debts of $10 million to $50 million.


GORDON MEISEL: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gordon R. Meisel
        Diane L. Meisel
        1270 Henderson
        Howell, MI 48855

Bankruptcy Case No.: 06-32273

Chapter 11 Petition Date: October 9, 2006

Court: Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman-Flint

Debtors' Counsel: Jennifer L. Brant, Esq.
                  Tishoff & Associates PLLC
                  407 North Main Street
                  Ann Arbor, MI 48104-1127
                  Tel: (734) 663-4077

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' Nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Parish Corp.                       Promissory Note       $900,000
c/o Hanes & Associates
612 West Lake Lansing Road
Suite 400
East Lansing, MI 48823
Tel: (517) 324-8700

Union Bank                                                $70,814
140 East Road
Dimondale, MI 48821

AAA Visa                           Credit Card Debt       $13,778
P.O. Box 15288
Wilmington, DE 19886

Discover                           Credit Card Debt        $9,525
P.O. Box 15251
Wilmington, DE 19886

MBNA Visa                          Credit Card Debt        $6,382
P.O. Box 15137
Wilmington, DE 19886

Sears Master Card                  Credit Card Debt          $952

Amoco                              Credit Card Debt          $835

Discover Platinum                  Credit Card Debt          $350

Citgo                              Credit Card Debt          $104


GREENWICH CAPITAL: S&P Affirms Low-B Ratings on Three Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 10
classes of commercial mortgage pass-through certificates from
Greenwich Capital Commercial Funding Corp.'s series 2003-C2.
Concurrently, ratings are affirmed on nine other classes from the
same transaction.

The raised and affirmed ratings reflect credit enhancement levels
that adequately support the ratings, as well as the defeasance of
13% of the collateral pool.

As of the Sept. 8, 2006, remittance report, the collateral pool
consisted of 80 loans with an aggregate trust balance of $1.704
billion, compared with 80 loans with a balance of $1.74 billion at
issuance.  The master servicer, Wachovia Bank N.A., provided
primarily year-end financial information for 96% of the pool,
excluding the defeased loans.  Based on this information, Standard
& Poor's calculated the weighted average debt service coverage
(DSC) to be 1.69x for the pool, compared with 1.67x at issuance.
All of the loans in the pool are current except for one that is
with the special servicer, LNR Partners Inc.  A $1.5 million
appraisal reduction amount (ARA) related to this loan is in
effect.  To date, the trust has not experienced any losses.

For year-end 2005, the top 10 loan exposures in the pool secured
by real estate had an aggregate outstanding balance of $710
million (42%) and a weighted average DSC of 1.88x, down slightly
from 1.92x at issuance.  The decline in DSC is primarily due to
the substantial decrease in net cash flow since issuance of the
sixth-largest loan, which is on the master servicer's watchlist
and is discussed below.  Standard & Poor's reviewed property
inspections provided by Wachovia for all of the assets underlying
the top 10 exposures, and all were characterized as "good" or
"excellent."

At issuance, the largest loan in the pool, which is secured by the
U.S. Bank Tower in Los Angeles, displayed credit characteristics
consistent with a 'BBB-' rated obligation.  These credit
characteristics have not changed since issuance.  The trust
balance is $120.1 million (7%) and the whole loan balance is
$260 million.  The property includes a 71-story 1.37 million-sq.-
ft. class A office tower and a six-story parking garage.  Year-end
2005 DSC was 2.64x and occupancy was 89%.

Wachovia reported a watchlist of 13 loans with an aggregate
outstanding balance of $165.5 million (10%), which includes the
sixth-largest loan in the pool and one loan with a balance that
exceeds $25 million.  The largest loan on the watchlist is High
Ridge Park ($56.4 million, 3%), which is secured by six office
buildings in Stamford, Connecticut, totaling 498,091 sq. ft.  The
office buildings were built in 1967 and renovated in 2002.  The
loan was placed on the watchlist because of a 34% decline in DSC
since issuance.  The decline in DSC is attributable to a decrease
in occupancy after two of the largest tenants occupying 257,000
sq. ft. vacated the property when their leases expired in 2005.
The current occupancy is 48% and the year-end 2005 DSC was 1.26x.
The property manager is currently in negotiations with one
prospective tenant for approximately 120,000 sq. ft.

Embry Village Shopping Center ($27.4 million, 2%), the second-
largest loan on the watchlist, is secured by a 215,709-sq.-ft.
retail center in Atlanta, Georgia, that was built in 1960 and
renovated in 2002.  The loan was placed on the watchlist due to a
decline in DSC caused by increased expenses.  Despite the
property's 94% occupancy rate, year-end 2005 DSC was 1.0x.

The Belle Meadow Apartments is the only asset with the special
servicer and has an unpaid principal balance of $6.1 million.
This loan is secured by a 160-unit multifamily apartment building
in Trotwood, Ohio, that was built in 1989.  This loan was
transferred to the special servicer due to monetary default and a
$1.5 million ARA is outstanding.  LNR is proceeding with
foreclosure.

Standard & Poor's stressed various loans in the transaction,
paying closer attention to the assets with the special servicer
and the loans on the watchlist.  The resultant credit enhancement
levels support the raised and affirmed ratings.

                         Ratings Raised

            Greenwich Capital Commercial Funding Corp.
          Commercial mortgage pass-through certificates
                         series 2003-C2

                      Rating
                      ------
         Class     To        From   Credit enhancement(%)
         -----     --        ----   ---------------------
         B         AAA       AA              15.87
         C         AAA       AA-             14.59
         D         AA+       A               12.03
         E         AA        A-              11.13
         F         A+        BBB+             9.73
         G         A-        BBB              8.19
         H         BBB+      BBB-             6.65
         J         BBB       BB+              5.25
         K         BBB-      BB               4.22
         L         BB        BB-              3.58

                        Ratings Affirmed

            Greenwich Capital Commercial Funding Corp.
          Commercial mortgage pass-through certificates
                         series 2003-C2

            Class     Rating   Credit enhancement(%)
            -----     ------   ---------------------
            A-1       AAA              18.94
            A-2       AAA              18.94
            A-3       AAA              18.94
            A-4       AAA              18.94
            M         B+                2.94
            N         B                 2.30
            O         B-                1.92
            XC        AAA               N/A
            XP        AAA               N/A

                      N/A - Not applicable.


GREYSTONE LOGISTICS: Murrell Hall Raises Going Concern Doubt
------------------------------------------------------------
Murrell, Hall, Mcintosh & Co., PLLP, expressed substantial doubt
about Greystone Logistics, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal years ended May 31, 2006.  The auditing firm pointed to
the Company's significant losses from operations, lack of adequate
funding to maintain working capital and stockholders' deficits at
May 31, 2006.

The Company incurred a $2.3 million net loss on $15.9 million of
net revenues for the fiscal year ended May 31, 2006, compared to a
$10.4 million net loss on $9.3 million of net revenues in 2005.

At May 31, 2006, the Company's balance sheet showed $9.6 million
in total assets and $16.7 million in total liabilities, resulting
in a $7.0 million stockholders' deficit.

The Company's May 31 balance sheet also showed strained liquidity
with $1.4 million in total current assets available to pay $5.8
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?1316

Headquartered in Tulsa, Oklahoma, Greystone Logistics, Inc.
(OTCBB: GLGI) through its wholly owned subsidiaries Greystone
Manufacturing, LLC, and Plastic Pallet Production, Inc. --
http://www.palweb-plwb.com/-- manufactures and markets plastic
pallets.


GTM HOLDINGS: S&P Junks Rating on $105 Million 2nd-Lien Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Hickory, North Carolina-based sock manufacturer
GTM Holdings, Inc.  The rating outlook is negative.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to GTM's proposed secured bank financing, which consist
of:

    * a $50 million first-lien six-year revolving credit facility,
    * a $225 million first-lien seven-year term loan B, and
    * a $105 million second-lien 7.5-year term loan.

The first-lien facilities are rated 'B' (at the same level as the
corporate credit rating on the company) with a recovery rating of
'2', indicating the expectation for substantial (80%-100%)
recovery of principal in the event of a payment default.

The second-lien loan is rated 'CCC+' (two notches lower than the
corporate credit rating) with a recovery rating of '5', indicating
the expectation for negligible (0%-25%) recovery of principal in
the event of a default.

These ratings are based on preliminary offering statements and are
subject to review upon final documentation.

Proceeds from the proposed financing will be used by the equity
sponsor, The Blackstone Group, to finance the acquisition of Gold
Toe Corp. and Moretz Inc. (including the repayment of existing
debt).  Upon completion of the acquisition, the two companies will
merge to form GTM Holding Inc., and the current rating on Gold Toe
will be withdrawn.  S&P estimates that GTM will have about
$330 million in total debt outstanding upon the closing of the
transaction.

GTM is a designer, manufacturer, and marketer of men's, women's,
and children's socks, selling primarily to mass merchants, and
department and national chain store retailers.  The combined
entity will have a broad portfolio of owned private-label and
licensed brands.  Brand names include Gold Toe, Silver Toe,
PowerSox, New Balance, and Under Armour.  Pro forma for the
merger, the company's sales will be about $320 million.

"The rating on GTM reflects the company's participation in the
highly competitive apparel manufacturing industry, its narrow
product portfolio, customer concentration, and a highly leveraged
financial profile," said Standard & Poor's credit analyst Susan
Ding.  "These factors are somewhat mitigated by the well-known
Gold Toe brand."  Standard & Poor's assigns a high degree of
business risk to the apparel manufacturing industry (including
socks) because of intense competition, low barriers to entry, and
the commodity nature of certain items, such as socks.


INTERSTATE BAKERIES: Sells Portland Asset to Sierra Construction
----------------------------------------------------------------
On Sept. 11, 2006, Interstate Bakeries Corporation and its debtor-
affiliates conducted an auction to sell their interest in the
property located at 103 North Ivy Street and 115 North Cook
Street, in Portland, Oregon.

Sierra Construction Company, Inc., offered a $4,850,000 bid for
the Portland property.  The Debtors determined that Sierra
Construction submitted the best and highest bid, and declared it
the Successful Bidder.

The Honorable Jerry W. Venters of the U.S. Bankruptcy Court for
the Western District of Missouri authorizes the Debtors to sell
the Portland Property to Sierra Construction for $4,850,000.

The Court permits the Debtors to transfer the Property to Sierra
Construction, free and clear of all liens, claims and
encumbrances, including, any real or personal property tax lien
against the property recorded in Multnomah County, Oregon, with
all those valid and enforceable liens, claims and encumbrances to
attach to the property's sale proceeds, in the same relative
priority as existed with respect to the Property.

The Court directs the Debtors to pay $26,847 in principal for
real property taxes, and $448 in principal for personal property
taxes, for the tax year 2004-2005, plus any interest accrued at
the Oregon statutory rate at the Closing.  The tax payments will
be in full settlement of the Tax Collector's claim against the
Property.

A full-text copy of the Sierra Construction APA is available for
free at http://ResearchArchives.com/t/s?1320

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 49; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Wants Some Transfers to JPMorgan Avoided
-------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri to
avoid certain transfers made to JPMorgan Chase Bank, N.A., and
other lenders with respect to the Amended and Restated Credit
Agreement, dated April 25, 2002, within the 90-day period before
they filed for bankruptcy.

The Debtors paid the Lenders $249,635,353 from June 24, 2004,
through Sept. 15, 2004.

Within 90 days before the bankruptcy filing, six of the Debtors
also executed certain documents granting alleged security
interests and filed certain Uniform Commercial Code-1 financing
statements:

   (1) Interstate Bakeries Corporation,
   (2) IBC Trucking, LLC,
   (3) IBC Trucking Corporation,
   (4) Interstate Brands Corporation,
   (5) IBC Sales Corporation, and
   (6) Baker's Inn Quality Baked Goods, LLC.

The execution of these documents, according to Paul M. Hoffman,
Esq., at Stinson Morrison Hecker, LLP, in Kansas City, Missouri,
represents Lien Transfers.

Mr. Hoffman adds that certain alleged security interests,
mortgages or other liens were also granted to after-acquired
property or any collateral proceeds regarding inventory and
receivables or the proceeds goods of either.

On June 26, 2004, accounts and inventory were valued at
$248,762,492.  Less than two months later, accounts and inventory
increased by $13,873,403, totaling $262,635,895.

The Debtors believe that the aggregate of all the Floating Lien
Transfers caused a reduction of the estates' value, and
prejudiced other creditors holding unsecured claims as of the
bankruptcy filing.  Mr. Hoffman adds that the security interests
granted to JPMorgan and the Lenders exceeded the value of the
Debtors' debt.

                      Debtors Were Insolvent

The Debtors assert that they were insolvent during the 90-day
period before the bankruptcy filing, and thus, want to avoid the
Prepetition Transfers.

The Debtors further assert that the Prepetition Transfers were
made from their properties for or on account of an antecedent
debt allegedly owed to JPMorgan and the Lenders.

On information and belief, the Prepetition Transfers enabled each
of JPMorgan and the Lenders to receive more what they would have
received if:

   -- the Debtors' Chapter 11 case was a Chapter 7 case;

   -- the Prepetition Transfers had not been made; and

   -- JPMorgan and the Lenders received payment on the Debt to
      the extent provided by the provisions of the Bankruptcy
      Code.

                      Postpetition Transfers

Pursuant to the Final DIP Order, the Debtors have also made
postpetition periodic transfers based on the premise that
JPMorgan and the Lenders have valid, perfected Security Interest
Liens or Mortgage Liens.

Mr. Hoffman asserts that pursuant to Section 549(a) of the
Bankruptcy Code, the Debtors may avoid any transfer that occurs
after the bankruptcy filing and that are not authorized by the
Bankruptcy Code or the Court.

Furthermore, Mr. Hoffman argues, the Debtors are also entitled to
avoid the Postpetition Transfers:

   -- if and to the extent the Court enters an order avoiding the
      Prepetition Transfers;

   -- JPMorgan and the Lenders have received any Postpetition
      Transfers that relate to an avoided lien, and

   -- the Postpetition Transfers are not otherwise properly
      credited to an allowed secured claim for the Lenders.

                      JPMorgan Master Claims

Mr. Hoffman relates that JPMorgan filed Claim Nos. 5586, 5587,
5590, 5591, 5592 and 5593, on behalf of itself and of the
Lenders, against the Debtors.

In the Master Claims, JPMorgan asserted that as of the Debtors'
bankruptcy filing, the Debtors owe:

   (a) not less than $476,025,000 in respect of loans made under
       the Credit Agreement, plus interest and fees and expenses
       accrued and unpaid as of the Petition Date, and other
       additional amounts related to the loans; and

   (b) not less than $172,657,059 in respect of their
       reimbursement obligations for undrawn letters of credit
       issued under the Credit Agreement, plus their interest and
       fees and expenses payable.

According to Mr. Hoffman, JPMorgan also asserted that the
Prepetition Obligations are secured by security interests,
pledges and liens on substantially all of the Debtors' personal
property, certain real property and all of their proceeds and
products, and all collateral securities and guarantees.

JPMorgan also asserted that the Debtors' indebtedness is also
secured:

   (i) pursuant to Sections 506(a) and 553 of the Bankruptcy
       Code, by the funds on deposit on the bankruptcy filing at
       JPMorgan or any Lender, which funds were subject to
       JPMorgan's or that Lender's right of setoff under
       applicable law, and the Loan Documents; and

  (ii) by liens granted pursuant to the Final DIP Financing
       Order.

Mr. Hoffman relates that pursuant to Section 502(d), a claim will
be disallowed if the claim is of a property that is recoverable
or a transfer that is avoidable, unless the transferee has paid
the amount, or turned over the property.

If the Court determines that JPMorgan and the Lenders received
recoverable property or avoidable transfers, then JPMorgan's
Claims will be disallowed, Mr. Hoffman asserts.

The Debtors also ask the Court to:

   (a) grant judgment in their favor in an amount equal to the
       Transfers;

   (b) direct each of JPMorgan and the Lenders to immediately pay
       them an amount equal to the Transfers;

   (c) award them interests from the date of the Transfers until
       the date of JPMorgan and the Lender's payment;

   (c) award them costs of the lawsuit; and

   (d) disallow JPMorgan's six Master Claims.

A full-text copy of the JPMorgan Adversary Proceeding is
available for free at http://ResearchArchives.com/t/s?131d

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 49; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Claim Purchasers Form Ad Hoc Committee
-----------------------------------------------------------
In connection with the current bankruptcy proceedings of
Interstate Bakeries Corporation, an Ad Hoc Committee of Claim
Purchasers who hold certain unsecured and reclamation claims
against IBC has formed to discuss certain issues of mutual
interest.

Other claim purchasers and trade creditors who might have an
interest in joining the discussions should contact the Ad Hoc
Committee's counsel:

      Evan Flaschen, Esq.
      Bingham McCutchen LLP
      Tel: (860) 240-2723.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 49; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


JDA 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 this week,
the rating agency confirmed its B2 Corporate Family Rating for JDA
Software Group, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $50 Million
   Senior Secured
   Revolving Credit
   Facility due 2012      B1       B1      LGD3       30%

   $175 Million
   Senior Secured
   First Lien
   due 2012               B2       B1      LGD3       30%

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 Scottsdale, Arizona, JDA Software Group, Inc.,
provides software solutions tailored to the retail industry and
their suppliers.


JEAN COUTU: Takes $120MM Impairment Loss in FY2007 Second Quarter
-----------------------------------------------------------------
The Jean Coutu Group Inc. reported a $108.8 million net loss for
the first quarter of fiscal 2007, compared with net earnings of
$11.1 million for the first quarter of the previous fiscal year.

On Aug. 23, 2006, the Company entered into a definitive agreement
with Rite Aid Corporation whereby the Company would dispose of its
network in the United States.  The Company expects to close this
transaction in the third quarter of fiscal 2007.  However,
Generally Accepted Accounting Principles require the Company to
recognizes certain components of the disposal transaction
immediately.  The after-tax impairment loss recognized during the
first quarter of fiscal 2007 amounts to $120 million.

Total revenues for fiscal 2007 increased by $103.1 million or 3.8%
to $2.786 billion, from $2.683 billion for fiscal 2006.  Total
revenues of the Company's Canadian operations for the first
quarter reached $435.5 million compared with $364.7 million for
the first quarter of fiscal 2006, an increase of $70.8 million or
19.4%.  The Company's US operations generated total revenues of
$2.351 billion, up slightly from the first quarter of fiscal 2006,
due principally to improving pharmacy sales, net of the closure of
78 non-performing Eckerd drugstores, which had contributed
$21.2 million to revenues during the first quarter of fiscal 2006.

The Company's Board of Directors declared a quarterly dividend of
CDN$ 0.03 per share.  This dividend is payable on Nov. 9, 2006, to
all holders of Class A subordinate voting shares and holders of
Class B shares listed in the Company's shareholder ledger as of
October 26, 2006.

                              Outlook

With the announcement of the Rite Aid-Jean Coutu Group
transaction, the Company will be well positioned to capitalize on
the growth in the North American drugstore retailing industry.
Demographic trends in Canada and the United States are expected to
contribute to growth in the consumption of prescription drugs, and
to the increased use of pharmaceuticals as the primary
intervention in individual healthcare.  Management believes that
these trends will continue and that the Company will achieve sales
growth through differentiation and quality of offering and service
levels in its drugstore network.

The Company operates its Canadian and US networks with a focus on
sales growth, its real estate program and operating efficiency.
The initial budget for the 2007 fiscal year called for capital
expenditures of approximately $300 million, representing $250
million in the United States and $50 million in Canada.

Management expects that the announced transaction with Rite Aid,
which is expected to close in the third quarter of fiscal 2007,
will help create shareholder value.  The Jean Coutu Group will
optimize its US presence by transforming its investment in a
regional drugstore chain into the leading ownership position of a
major national chain with enhanced scale to better compete in the
US drugstore industry.  The Company's' 32.0% equity ownership
position in the expanded Rite Aid will allow shareholders to
participate in the economic benefits of expected synergies.  The
cash proceeds from the transaction will be used to retire debt,
enhancing financial flexibility.

                        About Jean Coutu

Headquartered in Longueuil, Quebec, The Jean Coutu Group Inc.
(TSX: PJC.A) -- http://www.jeancoutu.com/-- has a combined
network of 2,175 corporate and franchised drugstores (under the
banners of Brooks and Eckerd Pharmacy, PJC Jean Coutu, PJC
Clinique and PJC Sante Beaute) in North America.  The Group's
United States operations employ 46,000 people and comprise 1,853
corporate owned stores located in 18 states of the Northeastern,
mid-Atlantic and Southeastern United States.  The Group's Canadian
operations and franchised drugstores in its network employ over
14,000 people and comprise 322 PJC Jean Coutu franchised stores in
Quebec, New Brunswick and Ontario.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2006,
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' long-term corporate credit rating, on Montreal, Quebec-
based Jean Coutu Group Inc. on CreditWatch with positive
implications.  At the same time, the ratings on PJC's $850 8.5%
million senior subordinated notes were placed on CreditWatch with
developing implications.

As reported in the Troubled Company Reporter on Aug. 29, 2006,
Dominion Bond Rating Service placed the ratings of Jean Coutu
Group Inc., under review with developing implications following
the announcement that the Company has entered into an agreement to
sell its Eckerd and Brooks stores to Rite Aid for cash and stock.
Facilities placed on review include Bank Credit Facilities
(Developing B (high)), Senior Unsecured Debt (Developing B) and
Senior Subordinated Debt (Developing B (low)).  The current
ratings are B (high) for the Bank Credit Facilities, B for the
Senior Unsecured Debt and B (low) for the Senior Subordinated
Debt.


KARA HOMES: Case Summary & 172 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Kara Homes, Inc.
             197 Route 18 South, Suite 235S
             East Brunswick, NJ 08816

Bankruptcy Case No.: 06-19626

Debtor-affiliates that filed separate chapter 11 petitions on
Oct. 9, 2006:

      Entity                                     Case No.
      ------                                     --------
      Kara at Navasink, LLC                      06-19737
      Kara at Lacey, LLC                         06-19738
      The Landings at Manahawkin, LLC            06-19740
      Kara at the Tradewinds, LLC                06-19741
      Kara at Buckley Estates, LLC               06-19742
      Kara at Dayna Court, LLC                   06-19743
      Country Club Estates by Kara, LLC          06-19744
      Horizons at Woodlake Greens, LLC           06-19745
      Estates at Galloway Woods, LLC             06-19746

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

Chapter 11 Petition Date: October 5, 2006

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

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

Financial condition of Kara Homes:

Total Assets: $350,179,841

Total Debts:  $296,840,591

Financial condition of the debtor-affiliates that filed on
October 9, 2006:

   Entity                          Total Assets    Total Debts
   ------                          ------------    -----------
Kara at Navasink, LLC               $15,608,000     $8,270,761
Kara at Lacey, LLC                   $2,732,000     $2,565,849
The Landings at Manahawkin, LLC     $36,778,000    $26,302,756
Kara at the Tradewinds, LLC          $9,507,000     $4,882,618
Kara at Buckley Estates, LLC        $10,447,000     $5,222,916
Kara at Dayna Court, LLC             $2,313,608     $2,119,712
Country Club Estates by Kara, LLC    $3,068,000     $1,813,015
Horizons at Woodlake Greens, LLC    $18,924,000    $11,508,550
Estates at Galloway Woods, LLC       $6,175,000     $4,375,933

A. Kara Homes, Inc.'s 20 Largest Unsecured Creditors:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

B. Kara at Navasink, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Borreo, Jason                 Deposit                   $119,040
[Address not included]

Cerchio, Dominick             Deposit                   $114,335
[Address not included]

Covas, Al                     Deposit                    $75,490
10 Nolan Court
Atlantic Highlands, NJ 07716

Lamb                          Deposit                    $75,490
521 Harding Road
Fair Haven, NJ 07704

Spaltro, Nick                 Deposit                    $69,990
34 Maria Court
Holmdel, NJ 07733

Morrison, Tom and Allison     Deposit                    $54,900
419 Adams Street #2B
Hoboken, NJ 07030

Township of Middletown                                   $41,604
1 Kings Highway
Middletown, NJ 07748

Live Oak Landscaping                                     $40,519
Contractors

Reres, Robert                 Deposit                    $36,148
1921 J Greve Avenue
Spring Lake, NJ 07762

Salgado, Paul                 Deposit                    $35,751
248 Crann Street
Hillside, NJ 07205

Grant, Howard and Jane        Deposit                    $30,495
160 Ocean Avenue
Atlantic Highlands, NJ 07716

Seide, Harold and Susan       Deposit                    $30,000
72 Bellevue Avenue
Rumson, NJ 07760

Freeman, Douglas              Deposit                    $29,990
58 Preston Street
Edison, NJ 08817

Marlboro Lawn Inc.                                       $19,495
P.O. Box 122
Marlboro, NJ 07746

Sunrise Concrete Company                                 $10,197
P.O. Box 435
Rushland, PA 18956

Caruso Excavating Co.                                     $8,808
P.O. Box 2043
Asbury Park, NJ 07712

Michael J. Wright                                         $7,825
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

April Showers Sprinklers                                  $7,040
2 Lakeview Avenue
Piscataway, NJ 08854

Blue Line Drywall &                                       $6,550
Insulation
500 Highway 33
Englishtown, NJ 07726

John S. Truhan Consulting                                 $5,997
Engineers
P.O. Box K
Manasquan, NJ 08736

C. Kara at Lacey, LLC's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
New Jersey Natural Gas                                  $196,921
1415 Wyckoff Road
Belmar, NJ 07719

Mathis Construction                                     $159,142
1510 Route 539
Tuckerton, NJ 08087

Capra, Robert and Annette     Deposit                    $87,890
8 Carolyn Road
Belleville, NJ 07109

Carson, Jill                  Deposit                    $62,610
2802 Jockey Hollow Drive
Toms River, NJ 08755

Landscape Maintenance                                    $45,000
Services
119 Wall Street
Princeton, NJ 08540

Sunrise Concrete Company                                 $29,819
P.O. Box 435
Rushland, PA 18956

Spagnola, John and DaSilva,   Deposit                    $25,252
Cidalia
194 Corbin Court
Lakewood, NJ 08701

Michael J. Wright                                        $20,779
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

Property Dev. Services II,                               $13,002
Inc.
700 Hooper Avenue
Toms River, NJ 08753

Strober Building Supply,                                 $12,754
Inc.
81 Kresson Road
Haddonfield, NJ 08033

Atlantic City Electric Co.                               $12,738
P.O. Box 4875
Trenton, NJ 08650

Androcy, Evan and Smith,      Deposit                    $11,000
Kim
2205 Sweetwood Drive
Forked River, NJ

Atlantic Fence Co.                                        $8,685
P.O. Box 623
Tuckerton, NJ 08087

Township of Lacey                                         $4,826
818 West Lacey Road
Forked River, NJ 08731

Kline Construction                                        $2,145
240 Waveland Avenue
Absecon, NJ 08201

Woodhaven Lumber &                                        $1,786
Millwork
P.O. Box 870
Lakewood, NJ 08701

Advanced Site and Utility                                 $1,750
Contr.
1201 Wilkinson Drive
Toms River, NJ 08755

East Coast Site Work                                      $1,574
6 Dickens Court
Howell, NJ 07731

Johnny on the Spot                                          $175
3168 Bordentown Road
Old Bridge, NJ 08857

D. The Landings at Manahawkin, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Kaye, Leonard and Margaretia  Deposit                    $78,863
72 Middlehill Road
Colonia, NJ 07067

Township of Stafford                                     $75,077
260 East Bay Avenue
Manahawkin, NJ 08050

Scher, Marc and Michele       Deposit                    $68,497
24 Pawnee Raod
East Brunswick, NJ 08816

Pacelli, Anthony              Deposit                    $67,343
224 Terrace Lake Drive
Butler, NJ 07405

Thoman, Kenneth and Suzanne   Deposit                    $63,123
14 Lowell Court
Brick, NJ 08724

Nelligar, Steven and Denise   Deposit                    $57,844
3800 Waldo Avenue
Bronx, NY 10463

McGann, Brian                 Deposit                    $57,744
2 Jones St. Apt. 5
Jersey City, NJ 07306

Bagoff, Robert DMD            Deposit                    $57,730
77 Clarken Drive
West Orange, NJ 07052

Rebeck, Richard and Arlene    Deposit                    $56,771
366 Alden Way
North Brunswick, NJ 08902

Wetzel, Lance and Susan       Deposit                    $55,519
31 Southwycke Lane
Warwick, NY 10990

LaMastro, Eugene              Deposit                    $55,344
2 Mountainside Drive
Randolph, NJ 078692217

Madia, June and Frank         Deposit                    $55,197
11 Windsor Road
Morris Plains, NJ 07950

Hymanson, Helen               Deposit                    $54,967
185 Prospect Avenue, Apt.
12G
Hackensack, NJ 07601

Gattie, Marie and Frantz,     Deposit                    $54,748
Jennifer
62 Ludlow Road
Parsippany, NJ 07054

Poultney, Robert and Carolyn  Deposit                    $52,789
3 Red Hill Road
Warren, NJ 07059

Freeman, Kevin                Deposit                    $52,072
23 Wimblet Court
Edison, NJ 08817

Thomas/Pejkovic, Michael      Deposit                    $51,188
2253 Ridge Street
Yorktown Heights, NY 10598

Weiss, Michael and David      Deposit                    $51,142
22 Shady Stream Road
Barnegat, NJ 08005

Forcier, Vickie               Deposit                    $50,471
147 Hankins Road
Hightstown, NJ 08520

Lucarello, Arlene and Pat     Deposit                    $49,818
332 Moonlight Drive
Piscataway, NJ 08854

E. Kara at the Tradewinds, LLC's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Hirsch, Kevin and Linda       Deposit                   $210,000
700 Monteray Boulevard NE
Saint Petersburg, FL 33704

Township of Sea Bright                                   $10,539
1167 Ocean Avenue
Rumson, NJ 07760

Sunrise Concrete Company                                  $2,600
P.O. Box 435
Rushland, PA 18956

Lynch Guilano & Associates                                $1,625
Terrace Professional Bldg.
Brick, NJ 08723

Michael J. Wright                                         $1,086
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

GE Cap Modular Space                                        $445
530 East Swedesford
Wayne, PA 19087

Bailey Square Janitorial                                    $350
Inc.
16 South Street
Freehold, NJ 07728

Vintage                                                     $339
811 Sixteenth Avenue
Belmar, NJ 07719

BP Associates                                               $334
52A Highway 79
Marlboro, NJ 07746

Willis Construction Services                                $300
25B Vreeland Road
Florham Park, NJ 07932

Tradewinds Homeowners                                    Unknown
Association
Attn: Midlantic Property
Management
315 Raritan Avenue
Highland Park, NJ 08904

F. Kara at Buckley Estates, LLC's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Goyal, Janak and Manju        Deposit                   $205,671
8 Disbrow Road
Matawan, NJ 07747

Nagarsheth, Harish and        Deposit                   $187,035
Veena
10 Plowshare Court
Marlboro, NJ 07746

Bhatia, Rajiv and Amita       Deposit                   $150,665
26 Buttonwood Drive
Marlboro, NJ 07746

Martin, Harold J. and         Deposit                   $127,390
Premise D.
42 Witherspoon Way
Marlboro, NJ 07746

Ahmad, Aziz                   Deposit                   $124,993
35 Matthew Place
Staten Island, NY 10305

Township of Marlboro                                     $22,605
1979 Township Drive
Marlboro, NJ 07746

Hanson Engineering Inc.                                   $1,250
7 Doig Road
Wayne, NJ 07470

Imagistics                                                  $260
7555 E. Hampden Avenue
Denver, CO 80231

Wanaque Water Dept.                                          $32
P.O. Box 47
Wanaque, NJ 07465

Culligan                                                     $14
305 Clearview Road
Edison, NJ 08837

G. Kara at Dayna Court, LLC's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Fried, Jerold and Tammy       Deposit                   $134,382
28 Pacific Avenue
Bayville, NJ 08721

Vu, Tram Anh                  Deposit                   $110,000
718 Spruce Hill Drive
Toms River, NJ 08753

Leopoidevin, Jeff and Losito  Deposit                   $91,090
Frank
1 Shorin Way
Manchester Township, NJ 08759

Mazzei, Rocco                 Deposit                   $37,500
115 Mesa Verde Lane
Howell, NJ

Verizon                                                 $22,800
P.O. Box 4833
Trenton, NJ 08650

ManzoMaroba Construction                                $18,000
Beacon Hill Place
Morganville, NJ 07751

Jillette Advertising Inc.                               $15,899
746 Highway 34
Matawan, NJ 07747

Control Layouts, Inc.                                    $6,099
271 Cleveland Avenue
Highland Park, NJ 08904

Menlo Engineering Assoc Inc.                             $4,489
261 Cleveland Avenue
Highland Park, NJ 08904

Meridan Engineering Group                                $4,487
Inc.
33 Wood Avenue South
Iselin, NJ 08830

Township of Dover                                        $4,020
P.O. Box 48044
Newark, NJ 07101

Art Associates Design Group                                $424
Matawan, NJ 07747

Difrancesco, Bateman, Coley                                $387
15 Mountain Blvd
Warren, NJ 07059

Magrann Associates Corp.                                   $135
240 West Route 38
Moorestown, NJ 08057

H. Country Club Estates by Kara, LLC's 18 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wolfrom, Jeffrey and Lynn     Deposit                   $142,546
319 Aster Circle
Kennett Square, PA 19348

Caufield, Richard and Judith  Deposit                   $101,225
197 Maple Street
Roselle Park, NJ 07204

Township of Little Egg                                   $18,923
Harbor
665 Radio Road
Tuckerton, NJ 08087

Guardian Protection Services                             $13,705
204 Diplomat Drive
Philadelphia, PA 19113

Township of Little Egg                                   $11,118
Harbor
665 Radio Road
Tuckerton, NJ 08087

Vintage                                                   $3,369
811 Sixteenth Avenue
Belmar, NJ 07719

All County Aluminum                                       $1,350
560 Cross Street
Lakewood, NJ 08701

Brennan Contracting                                         $930
349 Appletree Drive
Levittown, PA 19055

Sunrise Concrete Company                                    $560
P.O. Box 435
Rushland, PA 18956

Willis Construction Services                                $554
25 B Vreeland Road
Florham Park, NJ 07932

Zahn Transportation                                         $552
P.O. Box 158
Manchester Township, NJ 08759

Adams Rehmann & Heggan                                      $540
850 South White Horse Pike
Hammonton, NJ 08037

Greenscape Landscaping                                      $350
727 Cornwallis Drive
Mount Laurel, NJ 08054

Top Coat Paving Inc.                                        $340
P.O. Box 7
Lanoka Harbor, NJ 08734

Bailey Square Janitorial Inc.                               $340
16 South Street
Freehold, NJ 07728

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

Owen, Little & Associates                                   $175
443 Atlantic City Blvd.
Beachwood, NJ 08722

Landscape Maintenance                                       $128
Services
119 Main Street
Princeton, NJ 08540

I. Horizons at Woodlake Greens, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Township of Lakewood                                     $99,651
231 Third Street
Lakewood, NJ 08701

Mueller, Constance            Deposit                    $86,043
608 Oceanview Road
Brielle, NJ 08730

Smallwood, John and Mary      Deposit                    $75,285
Ann
13326 Ocean Avenue
Rumson, NJ 07760

Dennery, John and Elsa        Deposit                    $73,212
10 Wood Drive
Morris Plains, NJ 07950

HindsSamuels, Patricia        Deposit                    $67,797
172-32 133rd Avenue
Apt. 10G
Jamaica, NY 11434

Straniero, Salvatore J. and   Deposit                    $65,523
Amelia
397 Middle Road
Hazlet, NJ 07730

Leonard, John M and Mary C.   Deposit                    $61,089
148 Dorset Drive
Clark, NJ 07066

Kalamaras, Rosemary and       Deposit                    $59,402
Louis
5 Dryden Road
Brick, NJ 08724

Balducci, Carol               Deposit                    $55,535
15 Bunker Hill Drive
Old Bridge, NJ 08857

Rienzo, Elizabeth A.          Deposit                    $53,467
144 N. Hampton Drive
Leonardo, NJ 07737

Giannetti, Patrick A. and     Deposit                    $52,540
Gayle T.
4 Ellison Avenue
Edison, NJ 08820

Yetto, Marianne               Deposit                    $49,460
1420 Bay Ridge Parkway
Brooklyn, NY 11228

DeGrusso, Ross and Jean       Deposit                    $49,200
360 Colon Avenue
Staten Island, NY 10308

Albietz, Paul J. and          Deposit                    $49,178
Elaine M.
2231 Franklin Drive
Belmar, NJ 07719

Greco, Paolino and Elena      Deposit                    $47,038
1805 Meadow Road
Belmar, NJ 07719

Hensler, George and Hilma     Deposit                    $35,245
26 Lenox Avenue
Cranford, NJ 07016

Craggen, Janet                Deposit                    $32,407
35 Lafayette Drive
Hazlet, NJ 07730

Hira, Gurvir and Daljeet      Deposit                    $31,976
21 Surrey Drive
Old Bridge, NJ 08857

Bercovicz, Israel and Sarah   Deposit                    $21,282
10 Lambert Johnson Drive
Asbury Park, NJ 07712

Lindstrom, Diessner &                                     $1,216
Carr PC
136 Drum Point Road, Suite 6
Brick, NJ 08723

J. Estates at Galloway Woods, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Strober Building Supply                                 $103,382
Truss
81 Kresson Road
Haddonfield, NJ 08033

Russo, Robert and Kelly       Deposit                    $96,657
10 Seminde Street
Monroe Township, NJ 08831

Dechavez, Maria               Deposit                    $80,388
94 Tennyson Street
Carteret, NJ 07008

Chandler, Stephen and Jen     Deposit                    $39,528
1079 Bally Bunion Drive
Egg Harbor City, NJ 08215

Menser's Heating & Air                                   $33,593
800 Park Avenue
Lakewood, NJ 08701

Alfano, Phyllis and Durden,   Deposit                    $30,347
Gerald
2348 Linwood Avenue2P
Fort Lee, NJ 07024

RWZ Stairs and Rails                                     $24,580
520 James Street
Lakewood, NJ 08701

Property Dev. Services, Inc.                             $14,192
700 Hooper Avenue
Toms River, NJ 08753

Sunrise Concrete Company                                 $13,012
P.O. Box 435
Rushland, PA 18956

Waters and Bugbee Inc.                                   $10,091
75 South Gold Drive
Trenton, NJ 08691

Strober Building Supply Inc.                              $8,300
81 Kresson Road
Haddonfield, NJ 08033

East Coast Site Work                                      $8,084
6 Dickens Court
Howell, NJ 07731

Shoreline Plumbing &                                      $6,259
Heating
447 Stage Road
Tuckerton, NJ 08087

Township of Galloway                                      $5,187
300 East Jimmie Leeds Road
Absecon, NJ 08205

Michael J. Wright                                         $4,795
Construction Co.
16 Madison Avenue
Toms River, NJ 08753

Johnny on the Spot Inc.                                   $1,575
3168 Bordentown Road
Old Bridge, NJ 08857

Builders First Source                                     $1,464
20 South Middlesex Avenue
Monroe Township, NJ 08831

Advanced Site and Utility                                 $1,400
Contr.
1201 Wilkinson Drive
Toms River, NJ 08755

Manzo-Maroba Construction                                 $1,251
Beacon Hill Place
Morganville, NJ 07751

Johannessen & Leone                                         $749
Associates
Lansdale, PA 19446


KARA HOMES: Magyar Bank Clarifies $5.135 Million Security Loan
--------------------------------------------------------------
Magyar Bank, the principal subsidiary of Magyar Bancorp, is
releasing a statement to clarify information regarding loans made
by the Bank to East Brunswick builder Kara Homes Inc., which
recently filed for Chapter 11 bankruptcy.

Kara Homes' lending relationship with the Bank consists of four
construction loans with total outstanding balances of $7,575,000.
Two of the four loans were participated with other banks, limiting
Magyar's total lending relationship with Kara Homes to $5,135,000.

These loans were originated within the Bank's guidelines,
including the requirement that the maximum loan-to-value ratio is
75% of the appraised value of the property.  The Bank is in a
first lien position with respect to the Real Estate securing the
loans.  Details of the four loans are:

   * The Bank holds a Construction Mortgage Loan to Hartley
     Estates by Kara, LLC, a company principally owned by Zuhdi
     Karagjozi, President of Kara Homes.  The purpose of this loan
     is acquisition and development of approved residential
     building lots located in Little Egg Harbor Township, New
     Jersey.  The total mortgage loan is $4,085,000 and the
     outstanding principal balance is $1,214,000.  This loan is
     collateralized by improved and/or approved real estate
     located in Little Egg Harbor Township, New Jersey.

   * The Bank holds a Construction Mortgage Loan to Kara at Dayna
     Court, LLC, a company principally owned by Zuhdi Karagjozi,
     President of Kara Homes.  The purpose of this loan is
     acquisition and development of approved residential building
     lots located in Dover Township, Ocean County, New Jersey.
     The total mortgage loan is $2,946,000 and the outstanding
     principal balance is $1,480,000.  This loan is collateralized
     by improved and/or approved real estate located in Dover
     Township, Ocean County, New Jersey.

   * The Bank holds a Construction Mortgage Loan to Kara at Park
     Ridge Estates, LLC, a company principally owned by Zuhdi
     Karagjozi, President of Kara Homes.  The purpose of this loan
     is acquisition and development of approved residential
     building lots located in Manahawkin, Stafford Township, New
     Jersey.  The total mortgage loan is $5,283,000.  This is a
     participation loan, and the outstanding principal balance of
     the Bank's participation interest in this loan is $1,359,000.
     This loan is collateralized by improved and/or approved real
     estate located in Manahawkin, Stafford Township, New Jersey.

   * In addition, the Bank holds a Construction Mortgage Loan to
     Sterling Acres at Monroe, LLC, a company principally owned by
     Zuhdi Karagjozi, President of Kara Homes.  The purpose of
     this loan is acquisition and development of approved
     residential building lots located in Monroe Township, New
     Jersey.  The total mortgage loan is $2,752,000.  This is a
     participation loan, and the outstanding principal balance of
     the Bank's participation interest in this loan is $1,082,000.
     This loan is collateralized by improved and/or approved real
     estate located in Monroe Township, New Jersey.

Although the Bank believes that it will receive full payment on
these loans, there can be no assurance that losses will not be
incurred or that significant additional expenses will not be
incurred in the process of the resolution of the Kara Homes
situation.

                          About Magyar

Based in New Brunswick, New Jersey, Magyar Bancorp (Nasdaq: MGYR)
-- http://www.magbank.com/-- is the parent company of Magyar
Bank, a $410 million asset community bank.  Magyar Bank has been
serving families and businesses in Central New Jersey for over 80
years with a complete line of financial products and services, and
today Magyar operates branch locations in New Brunswick, North
Brunswick, South Brunswick and Branchburg.

                        About Kara Homes

Headquartered in East Brunswick, New Jersey, Kara Homes, Inc.
builds single-family homes, condominiums, townhomes, and active-
adult communities.  The Company filed for Chapter 11 protection on
Oct. 5, 2006 (Bankr. D. N.J. Case No. 06-19626).  David L. Bruck,
Esq., at Greenbaum, Rowe, Smith, et al., represents the Debtor.
When the Debtor filed for protection from its creditors, it listed
total assets of $350,179,841 and total debts of $296,840,591.


KERR-MCGEE CORP: Moody's Lifts Ratings on Notes and Debentures
--------------------------------------------------------------
Moody's Investors Service upgraded five series of notes and
debentures issued by Kerr-McGee Corporation to Baa2 from Ba2,
following the provision of an unconditional guarantee of those
securities by Anadarko Petroleum Corporation.

The unconditional parent guarantee was effected through amendments
to the indentures governing the securities, and
Kerr-McGee, as a wholly-owned and guaranteed subsidiary of
Anadarko, will no longer file or provide audited financial
statements.

Moody's notes that the indentures contain provisions for the
possible removal of the parent guarantee in the event that
Kerr-McGee were required to resume filing separate financial
statements in the future.  Moody's views that as an unlikely
scenario, but would expect to review the Kerr-McGee securities for
downgrade if the parent guarantee were removed.

Anadarko's negative rating outlook reflects the high level of debt
incurred when it acquired Kerr-McGee in August 2006, and a view
that post-acquisition leverage could remain elevated even after
the company proceeds with its de-leveraging strategy.  Over the
next year, Moody's will monitor Anadarko's progress on the de-
leveraging plan, as well as the free cash generation and reserve
replacement coming out of the acquisition, to see clear
indications that financial leverage is moving to a sustainable
lower level.

Anadarko Petroleum Corporation is headquartered in The Woodlands,
Texas.


LAKESIDE HEIGHTS: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lakeside Heights Nursing Center, LLC
        fdba Highland Heights Nursing & Rehabilitation Center
        P.O. Box 3379
        Riverview, FL 33569

Bankruptcy Case No.: 06-05492

Type of Business: The Debtor operates a medical, nursing, and
                  rehabilitation center.

Chapter 11 Petition Date: October 10, 2006

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Richard J. McIntyre, Esq.
                  Trenam, Kemker, Scharf
                  P.O. Box 1102
                  Tampa, FL 33601-1102
                  Tel: (813) 223-7474

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
HCFP-Lakeside, LLC                       $3,200,000
4445 Willard Avenue, 12th Floor
Chevy Chase, MD 20815

LN Collections, LLC                        $450,000
4445 Willard Avenue, 12th Floor
Chevy Chase, MD 20815

Doris Abisellan                            $227,000
15017 Eagle Rise Drive
Lithia, FL 33547

Endurcare                                  $202,517
311 Spangler Drive, Suite K
Richmond, KY 40475

Hone Care Pharmacy                         $110,517
P.O. Box 631285
Cincinnati, OH 45263-1285

Grace Senior Services, LLC                 $110,000

Leaderstat                                  $87,140

U.S. Foodservice                            $79,241

Skilled Care Pharmacy                       $76,765

Gulf South Medical                          $55,479

Cinergy-Main                                $42,154

Bella Healthcare                            $32,000

Accuro Specialty Bed Solutions              $30,300

Preferred Medical Co.                       $26,167

Doris Abisellan                             $25,000

Sanitation District                         $21,440

Skin Care Management                        $14,267

Pennington International                    $12,799

Omnicare-Respiratory                        $11,531


LB-UBS COMMERCIAL: S&P Holds Low-B Ratings on Six Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on nine
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2003-C7.  Concurrently, ratings are
affirmed on 13 other classes from the same series.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The upgrades of several senior certificates reflect the defeasance
of $297.6 million (21%) in collateral since issuance.

As of the Sept. 15, 2006, remittance report, the collateral pool
consisted of 67 loans with an aggregate trust balance of
$1.415 billion, down from 68 loans with a $1.447 billion balance
at issuance.  The master servicer, Wachovia Bank N.A., reported
primarily full-year 2005 financial information for 97% of the
pool.  Based on this information, Standard & Poor's calculated a
weighted average debt service coverage (DSC) of 2.04x, up from
1.98x at issuance.  The current DSC figure excludes the loans for
the defeased collateral.  All of the loans in the pool are
current.  To date, the trust has not experienced any losses.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $733.4 million (52%) and a weighted average
DSC of 2.30x, compared with 2.17x at issuance.  Credit
characteristics for five of the top 10 loans in the pool have been
stable since issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 loans.  One property was characterized as
"excellent," while the remaining collateral was characterized as
"good."

The largest exposure in the pool, the Bank of America Building
loan, has a trust balance of $206.7 million (15%) and a raked
balance of $5.8 million.  The loan is secured by a 1.1 million-
sq.-ft. office property in Manhattan, N.Y.  The property is
adjacent to Grand Central Station and is 100% occupied.  Standard
& Poor's adjusted DSC is 2.37x and the adjusted loan-to-value
ratio (LTV) is 61%.

The second-largest exposure, Valley Plaza Shopping Center, has a
trust balance of $100.9 million (7%).  The loan is secured by
522,181 million sq. ft. of a 1.15 million-sq.-ft. regional mall in
Bakersfield, California.  The sponsor of the loan and manager of
the property is General Growth Properties Inc. (BBB-/Negative/--).
Standard & Poor's adjusted NCF is 7% above its level at issuance.

The third-largest exposure, the Parklawn Building loan, has a
trust balance of $100.0 million (7%) and is secured by a 1.38-
million-sq.-ft. office property in Rockville, Maryland.  The
property was built-to-suit for the General Services Administration
(GSA) in 1969.  GSA's lease extends until July 2010. Standard &
Poor's adjusted NCF is 1% below its level at issuance.

The fourth-largest exposure, Westfield Shoppingtown Santa Anita,
has a whole-loan balance of $129.7 million and a trust balance of
$72.4 million (5%).  The loan is secured by 387,693 million sq.
ft. of a 1.1 million-sq.-ft. regional mall in Arcadia, California.
The sponsor of the loan and manager of the property is Westfield
America Trust (A-/Stable/A-2).  Standard & Poor's adjusted LTV is
28%.

The sixth-largest exposure, Visalia Mall, has a trust balance of
$45.1 million (3%).  The loan is secured by a 439,833 million-sq.-
ft. regional mall in Visalia, California.  The sponsor of the loan
and manager of the property is General Growth Properties Inc.
Standard & Poor's adjusted NCF is 3% above its level at issuance.

Wachovia reported a watchlist of 13 loans ($135.6 million, 10%).
The Chimney Rock Apartments loan is the 10th-largest exposure
($34.4 million, 2%) and is secured by a 970-unit multifamily
property in Houston, Texas.  The loan appears on the watchlist
because the property reported a year-end 2005 DSC of 0.67x.  An
increase in operating expenses and the end of the loan's interest-
only period caused the low DSC.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.

                          Ratings Raised

               LB-UBS Commercial Mortgage Trust 2003-C7
            Commercial mortgage pass-through certificates
                          series 2003-C7

                       Rating
                       ------
           Class     To      From   Credit enhancement(%)
           -----     --      ----   ---------------------
           B         AAA     AA+            14.06
           C         AAA     AA             12.51
           D         AAA     AA-            11.34
           E         AA+     A+             10.18
           F         AA      A               9.27
           G         AA-     A-              7.59
           H         A       BBB+            6.04
           J         BBB+    BBB             5.00
           K         BBB     BBB-            3.97

                          Ratings Affirmed

               LB-UBS Commercial Mortgage Trust 2003-C7
            Commercial mortgage pass-through certificates
                          series 2003-C7

              Class    Rating       Credit enhancement(%)
              -----    ------       ---------------------
              A-1      AAA                   15.35
              A-2      AAA                   15.35
              A-3      AAA                   15.35
              A-4      AAA                   15.35
              A-1B     AAA                   15.35
              L        BB+                    3.06
              M        BB                     2.54
              N        BB-                    2.29
              P        B+                     2.03
              Q        B                      1.77
              S        B-                     1.51
              X-CL     AAA                    N/A
              X-CP     AAA                    N/A

                       N/A - Not applicable.


LONDON FOG: Pays $400,00 Break Up Fee to LF Joint Venture
---------------------------------------------------------
The Honorable Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada has authorized London Fog Group, Inc., and its
debtor-affiliates to pay $400,000 to LF Joint Venture LLC as a
"breakup fee" for its participation in the auction of the Debtors'
London Fog brand name.

LF Joint Venture had tendered an $18.1 million bid for the assets.

As reported in the Troubled Company Reporter on Aug. 30, 2006,
Iconix Brand Group, Inc., closed the acquisition of the London
Fog brand from the Debtor.

As reported in the Troubled Company Reporter on Aug. 23, 2006, the
purchase price for the transaction was $30.5 million in cash and
$7 million in the Company's stock.  The cash portion of the
acquisition will be primarily funded through an increase of the
Company's asset backed note, which is secured by certain of the
Company's intellectual property.

The Debtors told the Court that LF Joint Venture is entitled to
the break up fee because its efforts increased the likelihood of a
robust and fulsome auction process, and helped the Debtors
maximize value for their assets.

                      About London Fog

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


MADE2MANAGE SYSTEMS: 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 this week,
the rating agency confirmed its B3 Corporate Family Rating for
Made2Manage Systems 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
   ----------           -------  -------  ------   ----------
   $15 Million
   Senior Secured
   Revolving Credit
   Facility               B2       B1      LGD2       28%

   $100 Million
   Senior Secured
   First Lien             B2       B1      LGD2       28%

   $65 Million
   Senior Secured
   Second Lien           Caa1     Caa2     LGD5       81%

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

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
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 Indianapolis, Indiana, Made2Manage Systems Inc.
provides enterprise software systems designed for small to medium
sized manufacturing businesses.


MAGMA CDO: Moody's Lifts $14.5 Million Sub. Notes' Rating to B3
---------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by Magma
CDO Ltd.:

   * $4,000,000 Class B-1 Subordinate Fixed Rate Notes Due 2012

     Prior Rating: Baa2

     Current Rating: Baa3

   * $20,000,000 Class B-2 Subordinate Floating Rate Notes Due
     2012

     Prior Rating: Baa2

     Current Rating: Baa3

   * $14,500,000 Class C Second Subordinate Fixed Rate Notes Due
     2012

     Prior Rating: Ba2

     Current Rating: B3

According to Moody's, the rating actions are the results of
deterioration in the credit quality of the transaction's
underlying collateral pool, as well as the occurrence of asset
defaults and par loss.  This transaction, which closed in November
2000, was originally managed by JH Whitney & Co.  In 2002,
Guggenheim Investment Management, LLC replaced JH Whitney as
portfolio manager.


MARSH SUPERMARKETS: Acquisition Cues Moody's to Withdraw Ratings
----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Marsh
Supermarkets, Inc. following the company's acquisition by an
affiliate of the unrated private investment firm Sun Capital
Partners, Inc.  Now that Marsh is privately owned, financial
statements will not be publicly available.

Ratings withdrawn:

   * Corporate Family Rating at B3, under review direction
     uncertain

   * Probability of Default rating at Caa1, under review
     direction uncertain

   * Senior subordinated notes at Caa2, LGD5, 72%, under review
     direction uncertain

The ratings have been withdrawn because Moody's believes it lacks
adequate information to maintain a rating.

According to the proxy filed by Marsh on August 18, 2006, the
rated senior subordinated debt is to be satisfied and discharged
upon the merger.

Headquartered Indianapolis, Marsh Supermarkets, Inc., now owned by
MSH Supermarkets, Inc., an affiliate of Sun Capital Partners,
Inc., operates 116 supermarkets, 154 convenience stores and a
catering company.  Sales for the fiscal year ended April 1, 2006
exceeded $1.7 billion.


MEDICALCV INC: Posts $4 Million Net Loss in First Quarter
---------------------------------------------------------
MedicalCV, Inc., incurred a $4,097,562 net loss on zero revenues
for the three months ended July 31, 2006, compared to a $5,070,184
net loss on $338,333 of net revenues in 2005, the Company
disclosed in its first quarter financial statements on Form-10QSB
filed with the Securities and Exchange Commission.

As of July 31, 2006, the Company's accumulated deficit widened to
$51.4 million from $47.3 million of deficit at July 31, 2005.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?1329

                       Going Concern Doubt

Lurie Besikof Lapidus & Company, LLP, expressed substantial doubt
about MedicalCV, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the year
ending April 30, 2006.  The Auditor pointed to the Company's
operating losses and negative cash flows from operations and its
need for additional funds to finance its working capital and
capital expenditure needs.

Headquartered in Inver Grove Heights, Minnesota, MedicalCV, Inc.
-- http://www.medicalcvinc.com/-- is a cardiothoracic surgery
device manufacturer.  Previously, its primary focus was on heart
valve disease.  It developed and marketed mechanical heart valves
known as the Omnicarbon 3000 and 4000.  In November 2004, after an
exhaustive evaluation of the business, MedicalCV decided to
explore options for exiting the mechanical valve business.  The
Company intends to direct its resources to the development and
introduction of products targeting treatment of atrial
fibrillation.


MERIDIAN AUTOMOTIVE: Files Revised Fourth Amended Plan in Delaware
------------------------------------------------------------------
Meridian Automotive Systems, Inc., and its eight debtor-affiliates
delivered Oct. 6, 2006, to the U.S. Bankruptcy Court for the
District of Delaware a revised Fourth Amended Joint Plan of
Reorganization and Disclosure Statement.

The Revised Fourth Amended Plan provides for the issuance of New
Notes in an aggregate face amount of approximately $98,000,000 on
the Effective Date.  The Fourth Amended Plan also revises the
treatment of Classes 3 and 4 Claims, discusses the determination
of the claims that the Prepetition First Lien Lenders and the
Prepetition Second Lien Lenders intend to file under Section
507(b) of the Bankruptcy Code, and reflects changes on the Exit
Term Loan Credit Facility.

In addition, the Plan addresses the issues raised by the Official
Committee of Unsecured Creditors in their Disclosure Statement
Objection.

                       Treatment of Class 3
                  Prepetition First Lien Claims

Each Holder of an Allowed Prepetition First Lien Claim will, on
the Effective Date, receive in full and complete settlement,
release and discharge of the Claim:

   (i) the Lien Avoidance Release;

  (ii) its Pro Rata share of the New Notes;

(iii) 95.5% of the shares of New Common Stock, or 100% of the
       New Common Stock if Class 4 does not accept the Plan; and

  (iv) its Pro Rata Share of the Prepetition First Lien Claim
       Trust Interests, which will entitle the Holder to a share
       of the net recoveries realized by the Litigation Trust.

On the Effective Date, each Prepetition Letter of Credit will be
returned to the issuer undrawn and marked canceled and the unpaid
reasonable fees and expenses of counsel and the financial advisor
to the Prepetition First Lien Agent incurred prior to the
Effective Date will be paid be paid within 10 days after the
Effective Date subject to the Debtors' prior receipt of invoices
and reasonable supporting documentation.

The Plan defines "Lien Avoidance Release" as the dismissal, with
prejudice, of the Lien Avoidance Action.

                       Treatment of Class 4
              Prepetition Second Lien Secured Claims

The treatment to be provided to Holders of Allowed Prepetition
Second Lien Claims will depend on whether the Class accepts or
rejects the Plan.

If Class 4 accepts the Plan, then each Holder of an Allowed
Prepetition Second Lien Claim will receive in full and complete
settlement, release and discharge of the Claim:

   (i) the Lien Avoidance Release;

  (ii) its Pro Rata share of 4.5% of the shares of New Common
       Stock;

(iii) its Pro Rata share of the New Warrants; and

  (iv) its Pro Rata Share of the Prepetition Second Lien Claim
       Trust Interests, which will entitle the Holder to a share
       of the net recoveries realized by the Litigation Trust.

Any Administrative Expense Claims that may be asserted by Holders
of Prepetition Second Lien Claims for adequate protection under
the terms of the DIP Order will be reduced, in an amount equal to
the value of the New Common Stock and New Warrants distributed to
the Holders, if and as determined by the Court in accordance with
applicable law.

If Class 4 rejects the Plan, then each Holder of an Allowed
Prepetition Second Lien Claim will receive its Pro Rata Share of
the Prepetition Second Lien Claim Trust Interests.

Furthermore, the reasonable unpaid fees and expenses of counsel
and the financial advisor to the Prepetition Second Lien Agent
incurred prior to the Effective Date will be paid within 10 days
after the Effective Date subject to the Debtors' prior receipt of
invoices and reasonable supporting documentation.

              Determination of Section 507(b) Claims

According to Richard E. Newsted, Meridian's president and chief
executive officer, the Prepetition First Lien Lenders and the
Prepetition Second Lien Lenders intend to assert "superpriority"
claims under Section 507(b) of the Bankruptcy Code to the extent
of any diminution in the value of their valid, perfected and
unavoidable liens.  Mr. Newsted relates that the purpose of the
Section 507(b) Claims is to compensate the Prepetition Lenders
for the diminution in the value of their prepetition collateral,
which occurred as a result of insufficient adequate protection
provided by the Debtors.

To the extent that the Prepetition First Lien Lenders and the
Prepetition Second Lien Lenders can demonstrate that their
interests in prepetition Collateral have suffered a diminution in
value from and after the Petition Date, they may be able to
establish Section 507(b) Claims in the amount of the diminution.

The Court will determine whether the Section 507(b) Claims should
be reduced by the total amount, or a portion, of the adequate
protection payments that the Prepetition First Lien Lenders and
the Prepetition Second Lien Lenders have received under the DIP
Order since the Petition Date.  In the case of Prepetition Second
Lien Lenders, the Court will also determine whether Allowed
Section 507(b) Claims should be reduced by the value of the New
Common Stock and New Warrants the Second Lien Lenders will
receive if Class 4 accepts the Plan.

                  Effect of Section 507(b) Claims

The amount of any Section 507(b) Claims in favor of the
Prepetition Lenders may be significant in determining how any
recoveries obtained by the Litigation Trust will be distributed,
Mr. Newsted acknowledges.

The Plan provides that after the payment of expenses incurred by
the Litigation Trust in prosecuting the Avoidance Actions and the
Reserved Actions, the remaining recoveries by the Litigation
Trust will be distributed as:

   (a) If Class 4 accepts the Plan:

       -- 30% of the proceeds will be used to pay the Section
          507(b) Claims held by the Prepetition First Lien
          Lenders;

       -- 70% of the proceeds will be used to pay the Section
          507(b) Claims held by the Prepetition Second Lien
          Lenders; and

       -- any remaining amounts will be distributed pro rata to
          the Holders of Prepetition First Lien Deficiency
          Claims, Prepetition Second Lien Claims, and General
          Unsecured Claims;

   (b) if Class 4 rejects the Plan, the net recoveries by the
       Litigation Trust will be distributed pro rata on account
       of the Section 507(b) Claims in favor of the Prepetition
       First Lien Lenders and the Prepetition Second Lien Lenders
       and thereafter will be distributed pro rata among the
       Holders of Prepetition First Lien Deficiency Claims,
       Prepetition Second Deficiency Claims, and General
       Unsecured Claims, after giving effect to the rights of the
       Prepetition Agents and the Prepetition Lenders under the
       Intercreditor Agreements.

The Plan defines "Prepetition Second Lien Deficiency Claim" as
that portion of the Prepetition Second Lien Claim that
constitutes an Unsecured Claim.

Mr. Newstead reports that the specific Reserved Actions and
Avoidance Actions that will be contributed to the Litigation
Trust will be identified prior to the Confirmation Date to ensure
that they are properly preserved for the benefit of the
Litigation Trust.

               Debtors Address Committee's Concerns

If the Court determines that the Prepetition Lenders hold
substantial Section 507(b) Claims, it is unlikely that the
Holders of General Unsecured Claims will receive any
distributions under the Plan, Mr. Newsted concedes.  It is still,
however, possible that the Holders of General Unsecured Claims
will receive distributions if the Prepetition Lenders are not
successful in establishing the Section 507(b) Claims.  Thus, the
Debtors do not believe that Class 5 should be deemed to have
rejected the Plan pursuant to Section 1126(g) of the Bankruptcy
Code.

The Debtors have not taken a position regarding the amount or
validity of any Section 507(b) Claims that may be asserted by the
Prepetition Lenders.  The amount of the Section 507(b) Claims
will be determined by the Court after notice and a hearing, and
the Committee will have the opportunity to contest the allowance
of any Section 507(b) Claims, Mr. Newsted clarifies.

Nevertheless, Mr. Newsted notes, the Plan provides that the
Committee will be dissolved on the Effective Date and will not
continue to exist thereafter except for the limited purposes of
filing any remaining applications for payment of professional
fees and expenses, and completing any proceedings related to the
determination of the amount of any Administrative Expense Claims
asserted by the Holders of Prepetition First Lien Claims or
Prepetition Second Lien Claims under the terms of the DIP Order.

The Committee has asserted that the significant amount in
postpetition interest, fees and expenses paid to the Prepetition
Lenders as adequate protection under the DIP Order should be
disgorged or reapplied to reduce the principal obligations owed
to the Prepetition Lenders as of the Petition Date, because the
Plan is based on the assumption that the Prepetition Lenders are
undersecured for purposes of Section 506(b) of the Bankruptcy
Code.

The Debtors believe that the Committee's argument is flawed
because it disregards the possibility that the Prepetition
Lenders may hold substantial Section 507(b) Claims, which are
subject to the Court's determination, and that the Section 507(b)
Claims may exceed the total adequate protection payments received
by the Prepetition Lenders, in which case the payments would not
be subject to recharacterization or disgorgement under Section
506(b).

The Committee has argued that the reservation of 10% of the
shares of New Common Stock for issuance to certain members of the
Reorganized Debtors' management pursuant to the Management
Incentive Plan constitutes a "gift" that may violate the absolute
priority rule.

The Debtors disagree with the Committee's position and point out
that no shares of New Common Stock are being issued under the
Plan to their management members.  Furthermore, the Debtors
explain that any shares of New Common Stock to be issued in the
future to their members under the Management Incentive Plan will
be in the nature of incentive compensation for future services
and will not be issued in consideration for prepetition services
to the Debtors or on account of any Claims that the individuals
may hold against the Debtors.

The Debtors are not aware of any existing liabilities to the
Pension Benefit Guaranty Corporation for unfounded benefits or
other obligations under the Pension Plans, and intend to comply
with all of their obligations.  Mr. Newsted relates that the PBGC
has asserted these Claims against each of the Debtors:

   (a) A contingent claim for $199,951 and additional
       unliquidated claims on account of minimum funding
       contributions under the Pension Plans;

   (b) Unliquidated claims on account of insurance premiums under
       the Pension Plans; and

   (c) Contingent claims totaling $13,882,000 and $3,118,500 on
       account of unfunded benefit liabilities.

The Debtors believe that they are current on all of their
obligations under the Pension Plans.

The Plan discloses that the Debtors and their business
performance are and will be affected by further production
cutbacks by Ford, General Motors, DaimlerChrysler, and any
operational restructuring initiatives by the North American
automakers to the extent that the initiatives have a negative
impact on production levels.

                           Exit Facility

The Reorganized Debtors expect the Exit Facility, in the total
amount of up to $180,000,000, to consist of:

   (i) a $75,000,000 senior secured revolving line of credit; and

  (ii) a senior secured term loan in the principal amount of up
       to approximately $75,000,000, plus a synthetic letter of
       credit facility of up to approximately $30,000,000.

                           Other Matters

All prepetition employment contracts with any individual current
or former employee, officer, director or consultant relating to
employment, compensation, benefits, severance, and
indemnification will be rejected as of the Effective Date.

All obligations of the Debtors to indemnify any individuals other
than the Meridian Covered Persons pursuant to existing articles
or certificates of incorporation, by-laws, other constituent
documents, contracts and applicable statutes will be discharged
on the Effective Date.

A full-text blacklined copy of the Revised Fourth Amended
Joint Plan of Reorganization if available for free at
http://ResearchArchives.com/t/s?1335

A full-text blacklined copy of the Revised Fourth Amended
Disclosure Statement is available for free at
http://ResearchArchives.com/t/s?1336

                         Plan Compendium

The Debtors also delivered to the Court a revised Plan Compendium
for the Fourth Amended Plan.  The seven Plan Compendium Exhibits
are:

1. Certificate of Incorporation

Meridian's Certificate of Incorporation states that the company
is authorized to issue a total of 2,556,000 shares of Common
Stock with a par value of $.01 per share.

A full-text blacklined copy of Meridian's Certificate of
Incorporation is available for free at:

              http://ResearchArchives.com/t/s?1337

2. Reorganized Meridian's By-Laws, a full-text blacklined copy of
   which is available for free at:

              http://ResearchArchives.com/t/s?1338

3. Agreement of Plan and Merger between the Michigan and Delaware
   corporations of the company

Immediately after the consummation of the Merger, an aggregate
2,000,000 shares of Common Stock, par value $0.01 per share, of
the Surviving Corporation will be issued to the Holders of
Prepetition First Lien Secured Claims and Prepetition Second Lien
Claims.

In accordance with the Plan, the directors and officers of
Delaware Meridian as of the Effective Time will be the directors
and officers of the Surviving Corporation.

A full-text blacklined copy of the Agreement of Plan and Merger
is available for free at http://ResearchArchives.com/t/s?1339

4. Michigan Merger Certificate, a full-text blacklined copy of
   which is available for free at:

              http://ResearchArchives.com/t/s?133a

5. Delaware Merger Certificate, a full-text blacklined copy of
   which is available for free at:

              http://ResearchArchives.com/t/s?133b

6. Litigation Trust Agreement, a full-text blacklined copy of
   which is available for free at:

              http://ResearchArchives.com/t/s?133c

7. Warrant

"Subsequent Issuance" will mean any sale or issuance by
Reorganized Meridian of Common Stock, Convertible Securities or
Stock Purchase Rights after the Original Issue Date other than,
among others, any issuance of shares of Common Stock or Stock
Purchase Rights to officers and employees of the company or its
subsidiaries in accordance with any management incentive program.

Immediately after the issuance of any shares of Stock Purchase
Rights, the sum of (A) the total number of shares of Common Stock
issued or subject to Stock Purchase Rights pursuant to the
program, and (B) the maximum number of shares of Common Stock
that may be issued in the future under the program, will not
exceed 255,556 shares.

A full-text blacklined copy of the Warrant is available for free
at http://ResearchArchives.com/t/s?133d

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERIDIAN AUTOMOTIVE: Committee Objects to Disclosure Statement
--------------------------------------------------------------
Under Meridian Automotive Systems, Inc., and its debtor-
affiliates' Fourth Amended Plan of Reorganization, general
unsecured creditors receive the right to share in the recoveries
of a Litigation Trust on a pro rata basis with the deficiency
claims of the Lenders but only after payment of any Allowed
Administrative Claims held by the Lenders, Gregory A. Taylor,
Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware, states.

The holders of Prepetition First Lien Claims and Prepetition
Second Lien Claims -- the First Lien and Second Lien Lenders --
have informed the Official Committee of Unsecured Creditors that
they intend to assert massive claims under Section 507(b) of the
Bankruptcy Code, Mr. Taylor relates.  The Lenders have further
advised the Committee that when their 507(b) Claims are
determined, the Claims will consume all of the assets of the
Litigation Trust.

The Committee complains that the Disclosure Statement is
deficient in its discussion of the purported 507(b) Claims, the
allowance of which would materially impact recoveries to general
unsecured creditors.

In particular, Mr. Taylor points out, the Disclosure Statement:

   -- contains no discussion or evaluation of the extent or
      validity of the 507(b) Claims; and

   -- does not explain that the right of general unsecured
      creditors to receive a distribution is contingent upon
      defeating the 507(b) Claims.

Mr. Taylor notes that if the 507(b) Claims consume all the assets
of the Litigation Trust, Class 5 General Unsecured Creditors will
receive no distribution.  Consequently, the distribution from the
Litigation Trust promised to general unsecured creditors in the
Fourth Amended Plan is illusory, Mr. Taylor contends.  Class 5
should be deemed to reject the Plan if they will not receive a
distribution.

The Disclosure Statement inappropriately suggests that the DIP
Order granted the Lenders liquidated 507(b) Claims, Mr. Taylor
asserts.  Mr. Taylor emphasizes that the DIP Order granted the
Lenders "status," and not "claims," under Section 507(b).  "The
Lenders are still required to prove that they hold any claims
under Section 507(b) for a failure of adequate protection."

Mr. Taylor points out that upon the Effective Date of the Fourth
Amended Plan, only two entities will be in a position to analyze
and oppose the Lenders' 507(b) Claims -- the Reorganized Debtors
and the Litigation Trustee who takes its direction from the
Oversight Committee.

The Reorganized Debtors will have no incentive to oppose the
507(b) Claims because as of the Effective Date, they will be
controlled by the Lenders, Mr. Taylor relates.  The Oversight
Committee will, by definition, also be controlled by the Lenders.
As a result, the Lenders' 507(b) Claims and any of their other
Administrative Expense Claims will be allowed without examination
or opposition, Mr. Taylor says.

"Due process demands that general unsecured creditors are
adequately represented in opposing the 507(b) Claims," Mr. Taylor
contends.  "The Disclosure Statement and the Plan should require
the Lenders to timely assert any 507(b) Claims so that they may
be determined at the Plan confirmation hearing after notice and
opportunity to object by the Committee prior to its dissolution."

Mr. Taylor argues that the Disclosure Statement:

   -- fails to mention that the Lenders' right to accrue or
      receive payment of postpetition interest and reasonable
      fees and expenses under the applicable prepetition lien and
      loan documents is subject to Section 506 of the Bankruptcy
      Code;

   -- does not detail the basis for the First Lien Lenders'
      "gifting" of 4.5% of the equity in the Reorganized Debtors
      to the Second Lien Lenders if they vote to accept the Plan,
      and 10% of the equity to management as an incentive; and

   -- does not specify reservations of claims and causes of
      action and consequently does not preserve the right to
      pursue the assets on a post-confirmation basis.

Approximately $45,000,000 of postpetition interest, fees and
expenses has already been paid to the Lenders and their
professionals during the course of the Chapter 11 cases, Mr.
Taylor notes.  Under Section 506, however, only an oversecured
creditor is entitled to receive payment of that amount.  If
Section 506 is applied, then the $45,000,000 paid to the Lenders
should be disgorged or reapplied to reduce the outstanding
obligations owing to the Lenders as of the Petition Date, Mr.
Taylor contends.

The Plan proposed to substantively consolidate the Debtors for
Plan purposes only, except that distribution of recoveries from
the Litigation Trust are to be made on a non-consolidated basis,
Mr. Taylor notes.  If the Litigation Trustee recovers upon a
cause of action that was contributed to the Litigation Trust,
only those creditors that have direct claims against the estate
to which the recovery is attributable may share in the proceeds.
As the Lenders have principle or guaranty claims against each of
the Debtors, the exception to substantive consolidation works
only against general unsecured creditors, Mr. Taylor contends.

The Committee asserts that the Disclosure Statement should
describe how recoveries would differ for general unsecured
creditors if there is a full substantive consolidation as opposed
to the partial substantive consolidation that is proposed.

If the sole potential distribution, if any, to unsecured
creditors is to be accomplished on a non-consolidated basis, then
unsecured creditors should be able to vote in favor or against
the Plan on a non-consolidated basis, the Committee argues.

The Committee maintains that substantive consolidation is
appropriate to all creditors.

Mr. Taylor contends that the Disclosure Statement is also
deficient in numerous other aspects:

   -- It discusses financial results up to fiscal year 2005 but
      does not include any description of results for the current
      year;

   -- It defines Administrative Expense Claims to include "any
      Prepetition Second Lien Priority Claim," which is not
      defined anywhere in the Plan or Disclosure Statement;

   -- It does not quantify the possible Pension Benefit Guaranty
      Corporation liabilities or state what the PBGC asserts to
      be its claims;

   -- It does not reflect recent announcements by the Ford Motor
      Company and Chrysler Corp. regarding production cutbacks
      and operational restructurings that pose risks to the
      Debtors' ability to reorganize successfully and carry out
      the Plan; and

   -- It is devoid of any description of the mechanics that will
      govern distribution of trust interests, including the form
      of the interests to be distributed, the identity of the
      holder of the interests for each class, and the calculation
      of the number of trust interests to be distributed.

"In reality, the Plan represents a wholesale departure from the
consensual approach previously taken by the Debtors pursuant to
which the Committee was a co-proponent of the prior version of
the Plan submitted to the Court," according to Mr. Taylor.

"The Committee was not consulted prior to the filing of the
current Plan, is no longer a co-proponent of the Plan and will,
absent a resolution with the Lenders, oppose confirmation of the
Plan," Mr. Taylor says.  "The Plan is a step backwards for
unsecured creditors."

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERIDIAN AUTOMOTIVE: Committee Objects to Solicitation Procedures
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Meridian
Automotive Systems, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware to deny the
Solicitation Motion or direct the Debtors to amend the
Solicitation Procedures so that it will be consistent with its
requests.

The Official Committee of Unsecured Creditors believes that the
Debtors' prepetition lenders will assert massive claims under
Section 507(b) of the Bankruptcy Code.  The Lenders have advised
the Committee that their 507(b) Claims will wipe out any recovery
for general unsecured creditors under the Fourth Amended Joint
Plan of Reorganization, Gregory A. Taylor, Esq., at Ashby &
Geddes, P.A., in Wilmington, Delaware, informs the Court.

Under the Fourth Amended Plan, the Lenders will obtain a release
that will insulate their claims from application of Section
506(b) of the Bankruptcy Code.  The fundamental premise of the
Plan is that the Lenders are undersecured.  However, Mr. Taylor
notes, the Lenders have received up to $45,000,000 in
postpetition interest, fees and expenses during the course of the
bankruptcy cases.

The Committee will be dissolved on the Effective Date of the
Fourth Amended Plan.  The duty of examining and, if appropriate,
opposing the Lenders' 506(b) Claims and the 507(b) Claims will
then rest with the Reorganized Debtors or the Liquidating Trustee
under the direction of the Oversight Committee.  Mr. Taylor
points out that both the Reorganized Debtors and the Oversight
Committee will be controlled by the Lenders on the Effective
Date, thus neither of the entities can be expected to scrutinize
or oppose the 506(b) Claims or the 507(b) Claims.

If the Court approves the Disclosure Statement and establishes a
Plan Confirmation timeline, the Committee asks the Court to
simultaneously:

   (a) set a pre-confirmation bar date for the filing of the
       506(b) Claims and 507(b) Claims by the Lenders; and

   (b) establish pre-confirmation discovery and trial schedules
       on those claims and other matters that may have a
       significant impact upon recoveries for general unsecured
       creditors.

Bankruptcy Rule 3017(d) provides that a bankruptcy court may
direct a debtor to include certain information in its
solicitation package that will be delivered to creditors in
connection with voting upon a Chapter 11 plan.

The Committee has prepared a letter to be mailed to creditors
together with the Debtors' solicitation materials.  Mr. Taylor
asserts that the inclusion of the letter with the Debtors'
solicitation materials is a cost-effective method of informing
creditors of the Committee's position on the Plan.

The Debtors have asked the Court to approve certain "voting
procedures and standard assumptions" to serve as guidelines for
the tabulation of ballots.  Mr. Taylor contends that the
Procedures grant the Debtors wide discretion to pick and choose
which ballots should be counted toward Plan confirmation.

Mr. Taylor points out that the Debtors' proposed order notes:

   -- The Debtors may reject ballots in their "sole discretion"
      if the ballots are not in "proper form;"

   -- The Debtors may in their "sole discretion" reject ballots
      as invalid if the ballots are received after the Voting
      Deadline;

   -- A vote may be withdrawn with the "prior consent of the
      Debtors;" and

   -- Defects or irregularities in delivery of a ballot must be
      cured within the time as the Debtors or the Court
      determine.

"There is no safeguard that will prevent the Debtors from
exercising this discretion in an arbitrary or capricious manner
to suit their own needs," Mr. Taylor argues.  "In order to ensure
consistent and fair application of the balloting procedures, the
Debtors should be required to consult with the Committee in
exercising discretion in these matters."

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MESABA AVIATION: May Shut Down If Employees Refuse Pay Cuts
-----------------------------------------------------------
The Associated Press reports that Mesaba Aviation, Inc., is
losing $1,000,000,000 per week and may be forced to shut down if
its union-represented pilots, flight attendants and mechanics
don't concede to concessions.

The Debtor has already obtained permission from the Honorable
Gregory F. Kishel of the U.S. Bankruptcy Court for the District of
Minnesota to impose new terms on its employees.  However,
employees are threatening to strike if that happens, Joshua Freed
of Associated Press reports.

"A strike would be as fatal as an orderly shutdown," Mesaba
President John Spanjers wrote workers in a newsletter, which
contained bar charts indicating Mesaba's zero progress in the
labor department of its cost savings measures.

"You can look at numbers and charts and graphs until the cows
come home, but the fact of the matter is that there's a market
rate . . . for pilots, flight attendants and mechanics, and we're
going to be in that ballpark," Tom Wychor, a Mesaba captain and
head of its pilot union, told the AP.  "If they can't pay market
rates, then they probably don't belong in business."

Mr. Wychor says the unions are offering pay cuts of more than 14
percent -- a rate that's close enough to make a deal.

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


METROPCS WIRELESS: Moody's Junks Senior Unsecured Bond's Rating
---------------------------------------------------------------
Moody's Investor Service assigned a B3 Corporate Family, B1 Senior
Secured and Caa2 Senior Unsecured ratings to MetroPCS Wireless,
Inc.  The ratings reflect a B3 probability of default and loss
given default assessments of LGD 2 for the senior secured
facilities and LGD 5 for the senior unsecured notes.  The outlook
is stable.

The B3 Corporate Family Rating reflects Moody's view that
MetroPCS' business risks are relatively high as a small, regional
wireless operator providing a price-oriented offering, competing
against much larger national players.  These risks are partially
mitigated by the company's low cost structure and strong track
record in its existing markets.

However, Moody's noted that high business risks are now being
exacerbated by significant financial risks as the company
increases its consolidated leverage to the upper 7x range by the
end of 2006, and consumes cash over the next few years to expand
into maturing markets.  Ratio calculations are per Moody's
published methodology, which primarily include Basket 'B', 75%
debt treatment of the preferred shares and the capitalization of
operating leases.

The stable outlook reflects our view that MetroPCS' ongoing
expansion plans into new markets will likely limit improvement to
key credit metrics over the next few years.

Assignments:

Issuer: MetroPCS Wireless, Inc.

   * Corporate Family Rating, Assigned B3

   * Senior Secured Bank Credit Facility, Assigned B1, LGD 2, 26%

   * Senior Unsecured Regular Bond/Debenture, Assigned Caa2,
     LGD 5, 80%

   * Probability of Default Rating, Assigned B3

MetroPCS Wireless, Inc. is a regional wireless operator wholly
owned subsidiary of MetroPCS Communications, Inc.  Both companies
are based in Dallas, Texas.


MICHAELS STORES: S&P Rates Planned $2.4 Billion Term Loan at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Irving, Texas-based crafts retailer Michaels
Stores Inc.  The outlook is developing.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's planned $2.4 billion term loan B.  A recovery rating
of '2' was also assigned to the loan, indicating the expectation
of substantial (80%-100%) recovery of principal in the event of a
payment default.

Standard & Poor's also assigned its 'CCC' rating to the company's
planned $700 million senior unsecured notes and $700 million
subordinated notes.

Proceeds from the offerings, as well as $400 million from a
$1 billion unrated asset-based revolving credit facility, and $1.8
billion of equity, will be used to fund the purchase of the
company by Bain Capital and The Blackstone Group.

The ratings on Michaels reflect the risks associated with the
company's participation in the competitive and highly fragmented
crafts industry and the challenges of managing new-store growth
amid a very highly leveraged capital structure that limits cash
flow protection.

Michaels, with about $3.7 billion in sales, is the largest and
only national specialty retailer featuring arts, crafts, framing,
floral, decorative wall decor, and seasonal merchandise for the
hobbyist and do-it-yourself home decorator.  The company operates
1,085 retail stores in the U.S. and Canada, compared with about
370 for the next largest competitor, Hobby Lobby.  The company
plans to continue to expand its store base by about 50 new
Michaels stores per year.


MILLS CORP: Completes $988 Mil. Asset Sale to Ivanhoe Cambridge
---------------------------------------------------------------
The Mills Corporation has completed the previously disclosed sale
of its interests in Vaughan Mills (Ontario, Canada), St. Enoch
Centre (Glasgow, Scotland) and Madrid Xanadu (Madrid, Spain) to
Ivanhoe Cambridge, Inc., for approximately $988 million, with net
proceeds of approximately $500 million before transaction costs,
but net of expected foreign taxes.

Approximately $400 million was used to immediately pay down a
portion of the Senior Term loan with Goldman Sachs Mortgage
Company, as Administrative Agent.  A significant portion of the
remaining proceeds are being held in escrow for foreign taxes in
an amount in excess of the taxes expected to be due.  Additional
proceeds are being held in connection with the previously
disclosed litigation with Parcelatoria de Gonzalo Chacon.  Most
on-site employees were retained by Ivanhoe Cambridge as part of
the transfer.

"This transaction demonstrates that we are moving forward with our
efforts to sell all or part of the Company," said The Mills
Corporation Chief Executive Officer and President Mark S. Ordan.

                    About Ivanhoe Cambridge

Headquartered in Montreal, Quebec in Canada, Ivanhoe Cambridge --
http://www.ivanhoecambridge.com/-- is one of Canada's pre-eminent
property owners, managers, developers and investors.  The Company
focuses on high-quality shopping centres located in urban areas.
Its real estate portfolio consists of more than 43.2 million
square feet of retail space and includes over 65 regional and
super-regional shopping centers.  As of Dec. 31, 2005, the market
value of Ivanhoe Cambridge's assets reached CDN$9.3 billion.

                        About Mills Corp

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE:MLS) -- http://www.themills.com/-- develops, owns,
manages retail destinations including regional shopping malls,
market dominant retail and entertainment centers, and
international retail and leisure destinations.  The Company owns
42 properties in the U.S., Canada and Europe, totaling 51
million square feet.  In addition, The Mills has various
projects in development, redevelopment or under construction
around the world.

                         *     *     *

As reported in the Troubled Company Reporter on March 24, 2006,
The Mills Corporation disclosed that the Securities and Exchange
Commission has commenced a formal investigation.

The SEC initiated an informal inquiry in January after the
Company reported the restatement of its prior period financials.

Mills is restating its financial results from 2000 through 2004
and its unaudited quarterly results for 2005 to correct accounting
errors related primarily to certain investments by a wholly owned
taxable REIT subsidiary, Mills Enterprises, Inc., and changes in
the accrual of the compensation expense related to its Long-Term
Incentive Plan.


NATIONAL PROCESSING: Moody's Rates $140 Mil. Senior Loan at Caa2
----------------------------------------------------------------
Moody's Investors Service assigned a first time B3 Corporate
Family Rating to National Processing Company Group, Inc., to be
formed by combining Retriever Payment Systems, Inc., Retriever's
current acquisitions of an independent sales organization
portfolio from Bank of America and Best Payment Solutions, Inc.

Ratings assigned:

   * Corporate family rating B3;
   * Probability-of-default rating B3;
   * $50 million senior secured revolver due 2012 B2;
   * $390 million senior sec. first lien term loan due 2013 B2;
   * $140 million senior sec. second lien term loan due 2014 Caa2

At the same time, Moody's also assigned ratings to proposed bank
financings.  The ratings of the facilities reflect both the
overall probability of default of the company, to which Moody's
assigns a PDR of B3, and a loss given default of LGD 3 for the
first lien and LGD 5 for the second lien facilities.  The B2
senior bank rating incorporates the senior debt's first priority
lien on all assets, and pledged capital stock, as applicable,
of each subsidiary, and the Caa2 rating on the second lien
facilities, two notches below the corporate family rating, speaks
to its junior position in the liability structure. The rating
outlook is stable.

NPC's B3 corporate family rating reflects its:

   (i) its high leverage as a result of the current acquisition
       of the ISO portfolio from Bank of America;

  (ii) potential changes of competitive landscape with bigger
       players focus on the small/medium/business -- the segment
       NPC focuses on;

(iii) possible integration challenges especially considering the
       size of the ISO acquisition relative to NPC's organic
       business and NPC will need to invest in support
       infrastructure which will not come as part of the ISO
       sale.

The rating is also constrained given the lack of audited financial
statements for the ISO asset which will represent over
65% of the pro forma EBITDA.

The rating also considers:

   (i) generally favorable growth prospects for the electronic
       payment industry;

  (ii) the increased size and scale achieved by NPC, post its ISO
       acquisition, in the SMB space;

(iii) its diverse merchant portfolio in terms of sectors and
       geography served, and

  (iv) the expectation that NPC will generate free cash flow post
       the current financing.

Factors which may prompt Moody's to consider upgrading the rating
include:

   1) the receipt of audited financial statements with results
      that are consistent with what has been incorporated in the
      current rating; and

   2) evidence of successful spinout and integration of the ISO
      asset.

Factors which may prompt Moody's to consider downgrading the
rating include:

   1) deterioration of financial performance partly through
      customer attrition and increasing competitive landscape;
      and

   2) further increase in leverage either as a result of further
      debt financed acquisitions or declining financial results
      due to competitive and operating issues.

National Processing Company will be formed by combining Retriever
Payment Systems, the ISO assets merchant acquiring business of
Bank of America and BPS, providing a broad range of credit card
transaction processing support services for all major credit and
debit cards to small and medium-sized merchants throughout the
United States.


NEOPLAN USA: Files Amended Disclosure Statement in Delaware
-----------------------------------------------------------
Neoplan USA Corporation and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware an Amended
Disclosure Statement explaining their Amended Joint Chapter 11
Plan of Liquidation.

                       Overview of the Plan

The Amended Plan contemplates the substantive consolidation of the
four Debtors into a single entity solely for the purposes of all
actions and distributions under the Plan.  After the effective
date, the Debtors' estates will be liquidated and the operations
of the Debtors will become the responsibility of the Plan
Administrator.

In addition, the Debtors are liable for the Senior Secured Lender
Claims and each has pledged its assets to secure claims.

                        Treatment of Claims

Under the Amended Plan, Administrative Claims, Other Priority
Claims and Other Secured Claims will be paid in full and in cash.

Priority Tax Claims will also be paid in full and in cash.

Holders of Senior Secured Lender Claims will receive:

    * a pro rata share of the available assets and remaining
      assets, and

    * the Senior Secured Lender Release.

Holders of General Unsecured Claims will receive a pro rata share
of available assets and remaining assets, after full payment of
Senior Secured lender Claims.

Interest and Interest Related Claims will be cancelled and holders
will receive nothing under the plan.

A blacklined copy of the Amended Disclosure Statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=061010214018

                        About Neoplan USA

Headquartered in Denver, Colorado, Neoplan USA manufactures
standard floor buses, low floor buses, and articulated buses.
Neoplan USA licenses its designs from the German corporation,
Neoplan.  Neoplan USA is entirely separate from Neoplan in
Germany.  The Company, its parent, IAP Acquisition Corporation,
and two affiliates, filed for chapter 11 protection on Aug. 17,
2006 (Bankr. D. Del. Lead Case No. 06-10872).  Tobey M. Daluz,
Esq., at Ballard Spahr Andrews & Ingersoll LLP, represents the
Debtors.  When Neoplan USA filed for protection from its
creditors, it listed $13,696,911 in total assets and $59,009,471
in total debts.


NORTHWEST AIRLINES: 3V Capital & Pierce Want to File $2.07MM Claim
------------------------------------------------------------------
3V Capital Master Fund, Ltd., and Pierce Diversified Strategy
Master Fund, LLC, as the ultimate assignees of Diversified
Distribution Services, Inc., ask the U.S. Bankruptcy Court for the
Southern District of New York for leave to file a claim in the
total amount of $2,075,245 against Northwest Airlines, Inc., and
its debtor-affiliates.

The claim arises from DDS's prepetition delivery of goods and
services to the Debtors.  The Debtors listed in their Schedules
of Assets and Liabilities that the $2,075,245 claim is
contingent, unliquidated and disputed.

On April 25, 2006, DDS assigned all its right, title and interest
in the Claim to APS Clearing, Inc.  Two days later APS Clearing
assigned all of its right, title and interest in the Claims to 3V
Capital and Pierce.

On behalf of 3V and Pierce, Douglas M. Tisdale, Esq., at Tisdale
& Associates, LLC, relates that on the assignments of the Claim,
there was an express representation by DDS that it would be the
entity allowed to file proofs of claim in the proceedings on
account of the Claim.

According to Mr. Tisdale, DDS's representation caused APS, and 3V
and Pierce to understand that DDS would file a proof of claim.
However, DDS failed to notify APS, or 3V and Pierce that it
failed to timely file a proof of claim.

3V and Pierce discovered, through the performance of routine
back-office audits of claims held, that DDS has not filed a proof
of claim.

Mr. Tisdale contends that the omission to file a proof of claim
was not pure inadvertence on the part of 3V and Pierce because
they were led to believe that DDS would cause the filing on its
own.

Mr. Tisdale also argues that the Claims will not burden the
reorganization process or open the floodgates for the filing of
similar claims.  He notes that the Debtors have not filed a plan
of reorganization.  He also maintains that 3V and Pierce's
situation is unique.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWEST AIRLINES: Okays Extension of MAC's Section 1110 Period
----------------------------------------------------------------
Northwest Airlines, Inc., and its debtor-affiliates have granted
to the Metropolitan Airports Commission a security interest in
certain engine parts and airframe and avionic parts that they own
pursuant to certain financing agreements.

The Debtors and MAC dispute whether the Aircraft Equipment is
"equipment" within the meaning of Sections 1110(a)(3)(A)(i) and
1110(a)(3)(B) of the Bankruptcy Code and whether the Aircraft
Equipment is subject to the provisions of Section 1110.

Pursuant to Section 1110(b), the Debtors and MAC entered into
stipulations under to extend the 60-day period set forth in
Section 1110(a)(2) with respect to the Aircraft Equipment
effective November 12, 2005, until 11:59 p.m. New York time on
October 1, 2006.

The parties also entered into a stipulation granting adequate
protection, resolving certain Section 1110 issues and other
matters.  The stipulation was set to expire on October 1, 2006.

The Debtors have requested MAC to further extend the Section 1110
Period until 11:59 p.m. New York time on February 1, 2007 or the
earlier date MAC may agree to or as provided for in their
Adequate Protection Stipulation.  MAC has agreed to the
extension, subject to:

   (a) the terms of the Stipulation and the Adequate Protection
       Stipulation; and

   (b) agreement by the Debtors that during the Extension Period
       they will maintain the Aircraft Equipment in compliance
       with applicable U.S. Federal Aviation Administration
       regulations.

The parties also desire to amend the Adequate Protection
Stipulation to extend the term to February 1, 2007.

If the U.S. Bankruptcy Court for the Southern District of New York
does not approve the Extension Stipulation by November 15, 2006,
the Section 1110 Period will terminate at 11:59 p.m. New York time
on that day.

The parties agree and acknowledge that the Extension Stipulation
does not constitute an agreement to perform obligations under
their Financing Agreements under Section 1110(a) and it is not an
admission by any party as to the applicability of Section 1110.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NOVA CDO: S&P Junks Ratings on Class C Notes
--------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
B notes issued by NOVA CDO 2001 Ltd., a high-yield arbitrage CBO
transaction, and removed it from CreditWatch, where it was placed
with positive implications on July 25, 2006.

At the same time, the ratings on the class C-1 and C-2 notes are
lowered.  Additionally, the rating on the class A notes is
affirmed based on a financial guarantee insurance policy issued by
Financial Security Assurance Inc.

The raised rating on the class B notes reflects factors that have
positively affected the credit enhancement available to support
the notes since the class C and D notes were downgraded in
September 2004, primarily paydowns to the class A notes.  The
transaction paid down the class A notes by $0.43 million on the
August 2005 payment date, $116.60 million on the February 2006
payment date, and $19.79 million on the August 2006 payment date,
reducing the class A balance by $136.82 million.

The lowered ratings on the class C-1 and C-2 notes reflect a
higher concentration risk given the relatively small size of the
pool.  According to the September 2006 trustee report, the
transaction's collateral pool included $38.01 million in debt
securities and $1.65 million in principal cash, while the sum of
the liability balances for the class A, B, and C notes was
$39.10 million.  As a result, the class C overcollateralization
(o/c) ratio is 101.23%, versus the required ratio of 103.0% and
compared with a ratio of 102.60% at the time of the September 2004
rating actions.  Another factor contributing to the lower o/c
ratio is the increased number of calls experienced by some of the
securities in the collateral pool, which has caused the
transaction to become overhedged.

           Rating Raised and Off Creditwatch Positive

                       NOVA CDO 2001 Ltd.

                                  Rating
                                  ------
                  Class      To          From
                  -----      --          ----
                  B          BBB+        BBB/Watch Pos

                        Ratings Lowered

                       NOVA CDO 2001 Ltd.

                                Rating
                                ------
                 Class      To          From
                 -----      --          ----
                 C-1        CCC-        CCC+
                 C-2        CCC-        CCC+

                        Rating Affirmed

                       NOVA CDO 2001 Ltd.

                       Class      Rating
                       -----      ------
                       A          AAA

                   Other Outstanding Ratings

                       NOVA CDO 2001 Ltd.

                       Class      Rating
                       -----      ------
                       D-1        CC
                       D-2        CC


NUANCE COMMS: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Technology Software sectors, the rating
agency confirmed its B2 Corporate Family Rating for Nuance
Communications, 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
   ----------           -------  -------  ------   ----------
   $75 Million
   Senior Secured
   Revolving Credit
   Facility due 2012      B1       B1      LGD3       30%

   $355 Million
   Senior Secured
   First Lien
   due 2013               B1       B1      LGD3       30%

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%).

Nuance Communications, Inc., formerly ScanSoft, Inc., is a
provider of speech and imaging solutions for business and
consumers around the world.  Its technologies, applications and
services seek to improve user experiences by changing the way
people access, share, manage and use information.


OMEGA POLYMER: Selling all Assets to Resilience Capital
-------------------------------------------------------
Resilience Capital Partners has signed a definitive purchase
agreement to acquire substantially all the assets of Omega Polymer
Technologies Inc., subject to Bankruptcy Court approval.  Omega
listed 225 employees when it filed for bankruptcy court protection
citing raw material price increases and high operating costs.

"There is no question in our minds that with our significant
equity investment and proper execution Omega can stem its losses,
quickly be stabilized and eventually turned around.  In most
businesses today you are competing with the world and there are
some tough competitors out there.  It is clear that in the coming
years many companies will find themselves in a similar situation
as Omega of having to manage aggressively and find new investment
capital in order to survive" said Steven Rosen, a Managing Partner
of Resilience Capital.

Omega has been in a turnaround situation for the several months
leading up to its bankruptcy filing.  "Omega is fortunate to have
dedicated employees and customers and we are very much looking
forward to working with them," added Bassem Mansour, a Managing
Partner at Resilience Capital.

                    About Resilience Capital

Resilience Capital Partners -- http://www.resiliencecapital.com/
-- is a private equity firm based in Cleveland, Ohio focused on
investing in underperforming and turnaround situations.
Resilience typically acquires companies with revenues of $25
million to $250 million.  Resilience manages two private equity
funds with capital under management of over $75 million.  Since
its inception in 2001, Resilience has acquired nine companies with
revenues in excess of $500 million.

                         About Omega

Headquartered in Aurora, Ohio Omega Polymer Technologies Inc. --
http://www.omegapultrusions.com/-- manufactures high volume, thin
wall, complex pultruded lineals for the transportation,
construction, consumer, corrosion, and electrical markets.  The
Company filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the Western District of Pennsylvania on
Aug. 21, 2006.


ONEIDA LTD: April 29 Stockholders' Deficit Widens to $43.5 Million
------------------------------------------------------------------
Oneida Ltd. filed its financial statements for the first fiscal
quarter ended April 29, 2006, with the Securities and Exchange
Commission on Sept. 14, 2006.

At April 29, 2006, the Company's balance sheet showed $297,520,000
in total assets and $341,085,000 in total liabilities, resulting
in a $43,565,000 stockholders' deficit.  The Company had a
$33,297,000 deficit at Jan. 28, 2006.

The Company's April 29 balance sheet also showed strained
liquidity with $149,965,000 in total current assets available to
pay $48,829,000 in total current liabilities coming due within the
next 12 months.

                       Results of Operation

Foodservice

Net sales of Foodservice Division products during the three months
ended April 29, 2006, decreased by $4,834,000 (10.8%), compared
with the corresponding period in the prior year.

The decline in sales is attributed to reduced demand from
broadline/equipment & supply distributors, hotel and gaming, chain
restaurants, airline industry and liquidation sales of
approximately $1,600,000; $900,000; $1,700,000; and $500,000
respectively, including the impact of the Company's decision to
discontinue distribution of common glassware products.  These
decreases were offset slightly by increased sales to the cruise
line industry segment.

The uncertainty associated with the Company's 2004 financial
restructuring as well as general business trends also resulted in
certain customers opting to either dual source their tabletop
product requirements with competitors, or direct source from
foreign manufacturers, which has resulted in lower sales in the
current year, especially in the commodity flatware and dinnerware
segments.

Airline segment sales are down due to the continued financial
condition of that sector.

Consumer

Net Sales for the Consumer division decreased by approximately
$7,297,000 (23.5%) compared with the corresponding period in the
prior year.

In the Company's continuing effort to restructure the Oneida
Outlet Store division, 24 stores were closed since January 2005
accounting for approximately $2,000 of the net sales reduction.

In addition, dinnerware sales for the quarter were down
approximately $2,200,000 (39.3%) compared with the first quarter
of the prior year.  This is mainly the result of the
discontinuation of a major customer program and timing of new
product introductions, which fall into the second calendar quarter
in 2006 versus the first calendar quarter last year.

Flatware sales were down approximately $2,800,000 (15.8%) compared
with the same period in 2005.  This is mainly due to the impact of
a major department store merger, the timing of a major customer
reorder, and the closeout of a catalog program.

Both flatware and dinnerware sales were also impacted by an
inventory reduction program undertaken by two major customers in
the first fiscal quarter.

International

Net sales of the International division declined by $1,607,000
(11.6%) as compared with the same period in the prior year,
primarily attributed to the Mexico and United Kingdom operations.
The decrease in sales in the United Kingdom was impacted by the
change in the Company's crystal product supplier and a general
softness in the demand for retail tabletop products.

Mexico sales volume was adversely impacted by the direct import
strategy of certain large volume customers in the Company's
commodity flatware and dinnerware segment.

The Company reported a $10,450,000 net loss available to common
stockholders for the first fiscal quarter ended April 29, 2006,
compared with a $3,332,000 net loss for the same period ended
April 30, 2005.

Full-text copies of the Company's first fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?1327

                        Going Concern Doubt

As reported yesterday in the Troubled Company Reporter, auditors
working for BDO Seidman, LLP, raised substantial doubt about
Oneida Ltd.'s ability to continue as a going concern after
auditing its consolidated financial statements for the year ended
Jan. 28, 2006, and Jan. 29, 2005.  The auditors pointed to the
Company's uncertainties inherent in the bankruptcy process,
recurring losses, ability to comply with all debt covenants under
the existing debtor-in-possession financing agreement, ability to
generate sufficient cash from operations, and obtain financing
sources to meet its future obligations.

                         About Oneida Ltd.

Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI) --
http://www.oneida.com/-- manufactures stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and supplies dinnerware to the foodservice industry.
Oneida also supplies a variety of crystal, glassware and metal
serveware for the tabletop industries.

The Company and its 8 debtor-affiliates filed for Chapter 11
protection on March 19, 2006 (Bankr. S.D. N.Y. Case Nos. 06-10489
through 06-10496).  Douglas P. Bartner, Esq., at Shearman &
Sterling LLP represents the Debtors.  Credit Suisse Securities
(USA) LLC is the Debtors' financial advisor.  Scott L. Hazan,
Esq., and Lorenzo Marinuzzi, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., represent the Official Committee of
Unsecured Creditors.  Robert J. Stark, Esq., at Brown Rudnick
Berlack Israels LLP represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $305,329,000 in total assets and
$332,227,000 in total debts.  On May 12, 2006, Judge Gropper
approved the Debtors' disclosure statement.  The pre-negotiated
plan of reorganization of Oneida Ltd. was confirmed, on
Aug. 31, 2006.  The Company emerged from Chapter 11 on Sept. 15,
2006, as a privately held company.


OWENS CORNING: Torrejon Wants to Intervene in Bankruptcy Case
-------------------------------------------------------------
Diana L. Torrejon seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to intervene in Owens Corning and its
debtor-affiliates' chapter 11 cases, in order to represent and
prosecute the interests of her father's estate in the Debtors'
cases.

Ms. Torrejon informs the Court that Motley Rice LLC and its
members, Joseph Rice and Ronald Motley, used a fraudulent general
power of attorney to act on behalf of her father, Joseph T.
Torrejon.  Ms. Torrejon presented to the Court a document
containing a false and forged signature bearing her name.

Ms. Torrejon contends that she is the "legal representative, sole
principal and Major Share or Stockholder with voting rights to
vote on any questions that may be lawfully submitted" to
creditors or any debtors, including:

   * Babcock and Wilcox Company;
   * Pittsburgh Corning Corporation;
   * Armstrong World Industries, Inc.;
   * Owens Corning;
   * W.R. Grace & Co.;
   * U.S. Gypsum Corporation;
   * Federal-Mogul Global, Inc.;
   * G-I Holdings, Inc.;
   * North American Refractories Company; and
   * A.P. Green Industries, Inc.

Ms. Torrejon also seeks to intervene in the Chapter 11 cases of
those debtors.

Mr. Torrejon was a named plaintiff in a 1993 lawsuit, styled as
Carlough, et al., v. Amchem Products, Inc., et al., seeking
damages against various entities for asbestos-related personal
injuries.  Mr. Torrejon died of mesothelioma in 1994.

Mr. Torrejon served as commander of various warships, steamships,
passenger ships and oil tankers in the 1940s and 1950s.  Ms.
Torrejon relates that her father was exposed to asbestos fibers
in the boiler rooms aboard those ships.

According to Ms. Torrejon, she referred her father's case to
Ness, Motley, Loadholt Richardson and Poole, P.A., in 1991.  Ms.
Torrejon relates that she and her father entered into a contract
of representation and agreed to settlement terms with Ness Motley
in February 1992.  Pursuant to the agreement, a videotaped
deposition of Mr. Torrejon was taken to perpetuate his testimony.

However, Ms. Torrejon says she had never authorized Ness Motley
to accept payment on her behalf by check made payable to the
firm.

Ness Motley was changed to Motley Rice in 2002 after several
partners decamped to start their own legal practice.

Ms. Torrejon asserts that Motley Rice should be held liable for,
among others, failing to disclose, suppressing, misleading or
conspiring with any entity to suppress or mislead any facts or
information about asbestos in connection with the handling and
settlement of asbestos personal injury and wrongful death claims.

Ms. Torrejon did not disclose whether her father's estate has
entered into agreements to resolve asbestos-related claims, or
the terms of those agreements.

The Honorable Judith Fitzgerald denied a separate request by Ms.
Torrejon for a temporary restraining order inasmuch as it was not
properly filed.

                     Motley Rice Objection

Ron Motley, Joseph F. Rice and Motley Rice, LLC, contend that it
is unclear what Diana L. Torrejon wants to accomplish in her
Motion to Intervene.

If Ms. Torrejon seeks to represent her individual interest and
obtain a stipulation that Motley Rice does not represent her in
Owens Corning's case, or for that matter, any case, then there is
no dispute to resolve, David B. Wheeler, Esq., at Moore & Van
Allen PLLC, in Charleston, South Carolina, tells Judge
Fitzgerald.

Mr. Wheeler notes that Motley Rice has expressly stated on
numerous occasions that it is not Ms. Torrejon's legal counsel.
Copies of the correspondence date back to April 2002, Mr. Wheeler
says.

To the extent Ms. Torrejon seeks a ruling that she has the
authority to act on behalf of the estate of her father, Joseph T.
Torrejon, that argument is erroneous, Mr. Wheeler asserts.

Mr. Wheeler explains that on January 22, 2004, Motley Rice mailed
a power of attorney form in connection with a pending asbestos
bankruptcy case to Ms. Torrejon, her siblings, and Christina
Torrejon, the statutory trustee or personal representative of the
Estate.  Ms. Torrejon returned the executed power of attorney;
however, Motley Rice sent this power of attorney to the Torrejon
children in error.

Ms. Torrejon forwarded a letter to Mr. Rice in October 2005,
raising certain accusations against Motley Rice and asserting
that she, as "Sole Principal" after her father's demise, does not
grant Mr. Rice a general power of attorney, or authority to vote
or act on her behalf, or on behalf of her father.

In his response, Mr. Rice acknowledged that the power of attorney
previously sent her was sent in error.  He also advised Ms.
Torrejon that firm records indicate the presence of a
representation agreement with Christina Torrejon as the Estate's
representative.  The firm also contacted Christina Torrejon to
advise that it would be dealing solely with her with respect to
any future claims for the Estate.

Mr. Wheeler also points out that Arizona law does not support Ms.
Torrejon's position that she has authority to act on behalf of
her father's estate.  Section 14-3203 of the Arizona Revised
Statutes clearly sets forth the priority schedule for determining
who the personal representative of an estate will be and the
surviving spouse's priority over a surviving child.

To the extent Ms. Torrejon takes issue with Motley Rice and the
legal services it has provided, the Bankruptcy Court is not the
proper forum for considering those complaints, Mr. Wheeler
reminds Judge Fitzgerald.  He relates that in 2004, Ms. Torrejon
filed an objection to a proposed settlement of Travelers
Insurance Company's liability in In re Johns-Manville, Case No.
82-11656.  The objection contained arguments similar to that
found in the Motion to Intervene.  Judge Lifland denied Ms.
Torrejon's objection pointing out that "you may have a grievance
but this is not the tribunal that is prepared or can address that
grievance."

                      About Owens Corning

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. 140 and 143; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PEABODY ENERGY: S&P Rates $900 Mil. Senior Unsecured Notes at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' debt rating
to Peabody Energy Corp.'s (BB/Stable/--) $900 million of senior
unsecured notes consisting of a $650 million 10-year note and a
$250 million 20-year note.  The notes will share equally with the
company's credit facility and existing senior unsecured notes in
the subsidiary guarantees.

Proceeds from the notes offering along with the recently completed
bank facility will be utilized to fund the acquisition of Excel
Coal Ltd.  Pro forma for the transaction, Peabody will have
approximately $3.2 billion of book debt.

"The ratings on Peabody reflect its aggressive financial leverage,
including significant debt-like liabilities, ongoing cost
pressures, and challenges posed by the inherent risks of coal
mining," said Standard & Poor's credit analyst Thomas Watters.
"The ratings also reflect the company's leading market position,
its substantial and diversified reserve base, and currently
favorable coal industry conditions."

Ratings List

Peabody Energy Corp.
  Corporate Credit Rating                     BB/Stable/--

New Rating

  $650 million sr. unsecured note due 2016    BB
  $250 million sr. unsecured note due 2026    BB


PROTECTION ONE: Fitch Withdraws Junk Rating on Sr. Sub. Debt
------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn these
ratings for Protection One Alarm Monitoring Inc.:

     -- Issuer Default Rating (IDR) 'B-';

     -- Senior Secured Term Loan 'B+/RR2';

     -- Senior Subordinated Debt 'CCC+/RR5'.

All debt ratings for this issuer are also withdrawn at this time.
Fitch will no longer provide rating coverage of Protection One.

Headquartered in Wichita, Kansas, Protection One --
http://www.protectionone.com/-- provides installation,
maintenance and monitoring of these state-of-the-art, user-
friendly fire and burglar alarm systems.  Network Multifamily, the
company's wholly owned subsidiary, is the largest and oldest
monitored security provider to the multifamily housing market.
Protection One's 2,300 professionals serve its customers from more
than 64 branch offices and three state-of-the-art monitoring
facilities.


RAFAELLA APPAREL: 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. and Canadian Retail sector, the rating
agency confirmed its B1 Corporate Family Rating for Rafaella
Apparel Group, Inc., and its B2 rating on the company's Senior
secured bonds.  Additionally, Moody's assigned an LGD4 rating to
those bonds, suggesting bondholders will experience a 60% loss in
the event of a default.

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

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

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

Rafaella designs and markets women's casual and career apparel,
primarily tops, skirts, pants, and jackets.  The company
concentrates on these basic products, which have less fashion
risk, and are sold to department stores and specialty stores,
off-price channels, and mid-tier national chains.


RAINBOW NAT'L: Dolan Family's Offer Cues Moody's to Review Ratings
------------------------------------------------------------------
Moody's Investors Service placed all ratings for Cablevision
Systems Corporation, CSC Holdings, Inc., a wholly owned subsidiary
of CVC, and Rainbow National Services LLC on review for downgrade
following the Dolan family's announcement of a proposal to acquire
Cablevision.

In Moody's view, under the proposed transaction, Cablevision's
credit metrics would deteriorate meaningfully as debt of the cable
operations would increase to approximately 11 times EBITDA from 7
times range.  Moody's also notes that the company has to balance
pro forma transaction higher interest burden with a continuing
need to invest in the cable operations given increasingly
competitive environment.  In Moody's view, Rainbow's event risk
would increase as a result of the transaction, given increased
financial burden on the parent company.

These Ratings on Review for Possible Downgrade:

On Review for Possible Downgrade:

Cablevision Systems Corporation

   * Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

   * Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B3,LGD6, 93%

CSC Holdings, Inc.

   * Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2, LGD2, 21%

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B2, LGD5, 73%

Rainbow National Services LLC

   * Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

   * Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

   * Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba1, LGD2, 19%

   * Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B3, LGD5, 86%

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B2, LGD4, 59%

Outlook Actions:

Cablevision Systems Corporation

   * Outlook, Changed To Rating Under Review From Stable

CSC Holdings, Inc.

   * Outlook, Changed To Rating Under Review From Stable

Rainbow National Services LLC

   * Outlook, Changed To Rating Under Review From Stable

Affirm

Cablevision Systems Corporation

   * Speculative Grade Liquidity Rating SGL-2

Rainbow National Services LLC

   * Speculative Grade Liquidity Rating SGL-2

Moody's will evaluate the likely effect of the proposed financing,
specifically the increase in leverage and the composition of the
debt.  Moody's estimates debt will increase
to approximately 11 times EBITDA pro forma for the transaction and
based on estimated LTM to June 30, 2006 EBITDA, from approximately
7 times.  In analyzing Cablevision's cable operations, Moody's
focuses on the debt currently called Restricted Group debt and the
bonds at CVC; cash flow from the consumer and business cable
assets services this debt.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation, is a domestic cable multiple system operator serving
more than 3 million subscribers in and around the metropolitan New
York area.

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast service providers throughout the United States.


REFCO INC: Files Amended Plan and Disclosure Statement in New York
------------------------------------------------------------------
Refco, Inc., and its debtor-affiliates delivered their Amended
Plan of Reorganization and accompanying Disclosure Statement to
the U.S. Bankruptcy Court for the Southern District of New York on
October 6, 2006.

Marc Kirschner, the Chapter 11 trustee for Refco Capital Markets,
Ltd.; the Official Committee of Unsecured Creditors; and the
Additional Committee of Unsecured Creditors are co-proponents of
the Amended Plan.

The Amended Plan contemplates that on or prior to the Effective
Date, the RCM Chapter 11 Case will be converted to a case under
subchapter III of Chapter 7 of the Bankruptcy Code, unless the
Debtors and the RCM Trustee agree that there is a compelling
reason for the RCM Estate to be administered under Chapter 11.
In the event of a conversion to Chapter 7, the Plan will
constitute a settlement and compromise between the RCM Estate and
the Debtors' Estates, on one hand, and among the Estates of the
various Debtors and certain creditors, on the other hand, for
which approval is sought simultaneously with the confirmation of
the Plan.

               Creditor Recovery Under Amended Plan

The Amended Plan separately classifies Claims against and
Interests in:

   * Refco and its 24 affiliates -- Contributing Debtors,
   * Refco Capital, Markets, Ltd., and
   * Refco F/X Associates, LLC.

Administrative and Priority Tax Claims against the Contributing
Debtors, RCM, and FXA are not classified under the Plan.
Administrative and Priority Tax Claims will be paid in full in
cash.

The Amended Plan groups Claims against and Interest in the
Contributing Debtors into eight classes:

                                       Estimated     Estimated
   Class  Description                  Claim Amount  % Recovery
   -----  -----------                  ------------  ----------
    1     Non-Tax Priority Claims        $3,000,000     100.0%
    2     Other Secured Claims             $700,000     100.0%
    3     Secured Lender Claims        $704,000,000     100.0%
    4     Sr Subordinated Note Claims  $397,400,000      83.4%
    5(a)  Contributing Debtors Gen.
             Unsecured Claims          $522,700,000      23.0%
    5(b)  Related Claims                          -       0.0%
    6     RCM Intercompany Claims                 -       N/A
    7     Subordinated Claims                     -       0.0%
    8     Old Equity Interests                    -       0.0%

The Class 3 Secured Lender Claims against the Contributing
Debtors will be allowed and paid to the extent provided in the
Early Payment Order.

RCM will be entitled to an additional Claim if, at the conclusion
of the claims reconciliation process:

   (x) the total Allowed Contributing Debtors General Unsecured
       Claims are less than $394,000,000; and

   (y) the Distributions to be made to Holders of Allowed
       Contributing Debtors General Unsecured Claims would result
       in a recovery for the Holders in excess of 35% from the
       sum of the Contributing Debtors Distributive Assets and
       the Contributing Debtors' portion of the RGL FXCM
       Distribution.

Specifically, RCM will be entitled to an additional Claim equal
to the positive difference between $394,000,000 minus the amount
of the Allowed Contributing Debtors General Unsecured Claims.
The Additional RCM Claim will participate pro rata in all
Distributions from Contributing Debtors Distributive Assets and
the Contributing Debtors' portion of the RGL FXCM Distribution to
Holders of Allowed Contributing Debtors General Unsecured Claims
that exceed the 35% recovery threshold.  The Additional RCM
Claim, however, will not be subject to the 40% limit on
Distributions set forth in the Contributing Debtors General
Unsecured Claim Distribution.

The Amended Plan groups Claims against FXA into seven classes:

                                       Estimated     Estimated
   Class  Description                  Claim Amount  % Recovery
   -----  -----------                  ------------  ----------
    1     FXA Non-Tax Priority Claims      $165,000     100.0%
    2     FXA Other Secured Claims         $120,000     100.0%
    3     FXA Secured Lender Claims    $704,000,000       N/A
    4     FXA Sr Sub. Note Claims      $397,400,000       N/A
    5(a)  FXA Gen. Unsecured Claims    $140,700,000
                                    to $180,700,000      35.0%
    5(b)  Related Claims                          -       0.0%
    6     FXA Convenience Claims        $12,500,000      40.0%
    7     FXA Subordinated Claims                 -       0.0%

The Amended Plan provides that Class 5(a) FXA General Unsecured
Claims less than or equal to $10,000, or greater than $10,000
but, with respect to which, Holder voluntarily reduces the Claim
to $10,000, will be treated as Class 6 FXA Convenience Claims.

The aggregate amount of Distributions to Class 6 FXA Convenience
Claims is limited to $5,000,000.  To the extent that the amount
of Class 5(a) FXA General Unsecured Claims electing to receive a
Class 6 FXA Convenience Claim causes the aggregate amount to
exceed the cap, the Holders of Claims permitted to elect the
treatment will be determined by reference to the amount of the
Claim, with the Claim in the lowest amount being selected first
and the next largest claim being selected thereafter until the
cap is reached.

The ranges of claims and recoveries for Holders of FXA General
Unsecured Claims are subject to material deviations and may be
significantly lower due to:

   (i) alleged administrative expenses incurred in trading
       activity post-bankruptcy; and

  (ii) a dispute with a related entity in Japan concerning
       ownership of a significant portion of FXA cash.

FXA has commenced a turnover action against Japan KK to require
it to turn certain cash assets over to FXA.

The Amended Plan groups RCM Claims into seven classes:

                                       Estimated     Estimated
   Class  Description                  Claim Amount  % Recovery
   -----  -----------                  ------------  ----------
    1     RCM Non-Tax Priority Claims       $90,000     100.0%
    2     RCM Other Secured Claims     $110,400,000     100.0%
    3     RCM FX/Unsecured Claims      $985,600,000      37.6%
    4     RCM Securities Customer
             Claims                  $2,793,800,000      85.4%
    5     RCM Leuthold Metals Claims    $15,600,000     100.0%
    6     Related Claims                          -       0.0%
    7     RCM Subordinated Claims                 -       0.0%

Holders of Allowed Related Claims will be subordinated and will
receive no Distribution unless all Holders of Allowed RCM
FX/Unsecured Claims, Allowed RCM Securities Customer Claims and
Allowed RCM Leuthold Metals Claims have been paid in full.

To the extent that a Non-Debtor Affiliate has an Intercompany
Claim against RCM, the Claim will be resolved by:

   (a) the netting of the Claim against any Claim held by the
       Contributing Debtors or RCM against the Non-Debtor
       Affiliate; or

   (b) to the extent that a distribution is made by RCM on
       account of the Claim, the Contributing Debtors will
       reimburse RCM for payments from any amounts the
       Contributing Debtors receive directly or indirectly from
       any Non-Debtor Affiliate.

Holders of Claims under these classes are impaired and entitled
to vote on the Amended Plan:

   -- Class 4 Senior Subordinated Note Claims, Class 5(a)
      Contributing Debtors General Unsecured Claims, Class 5(b)
      Related Claims and Class 6 RCM Intercompany Claims, against
      one or more of the Contributing Debtors;

   -- Class 4 FXA Senior Subordinated Note Claims, Class 5(a)
      FXA General Unsecured Claims, Class 5(b) Related Claims,
      and Class 6 FXA Convenience Claims, against FXA; and

   -- Class 3 RCM FX/Unsecured Claims, Class 4 RCM Securities
      Customer Claims, Class 5 Leuthold Metals Claims and Class 6
      Related Claims, against RCM.

                    BAWAG Proceeds Allocation

On October 5, 2006, the Court approved a partial allocation of
the proceeds of a settlement agreement among the Debtors, the
Creditors Committee and BAWAG P.S.K. Bank fur Arbeit und
Wirtschaft und Osterreichische Postsparkasse Aktiengesellschaft.

The BAWAG Allocation Order provides that $100,000,000 of the
BAWAG Guaranteed Proceeds was indefeasibly allocated to Refco
Group Ltd., LLC, for payment to the Senior Secured Lenders.

The consideration given by BAWAG, aside from the $100,000,000
already earmarked for RGL, will be allocated this way:

   * $150,000,000 will be allocated to the Contributing Debtors
     for payment to the Holders of Senior Subordinated Note
     Claims;

   * $56,250,000 -- plus 100% of up to $150,000,000 in the form
     of the BAWAG Contingent Payment -- will be allocated to the
     Contributing Debtors for payment to the Holders of Allowed
     Contributing Debtors General Unsecured Claims;

   * $200,000,000 will be allocated to RCM for payment to the
     Holders of RCM Securities Customer Claims and RCM
     FX/Unsecured Claims; and

   * the value of each release granted by BAWAG in favor of each
     of the Debtors and RCM would be allocated to each of the
     Debtors and RCM, as applicable, without any resulting
     transfer of Cash or other Distribution.

On September 21, 2006, BAWAG wired $337,500,000 to the Debtors
and $337,500,000 to the U.S. government.  The Debtors expect to
receive $168,700,000 of the amount transferred by BAWAG to the
U.S. government prior to confirmation of the Plan.

The BAWAG Settlement Agreement provides that:

   -- any creditor who voluntarily elects to receive any portion
      of the BAWAG Proceeds must release BAWAG from all claims or
      actions arising from or related to the Debtors; and

   -- any portion of the BAWAG Proceeds that would have been
      allocated to any creditor that elects not to provide the
      required release must be returned to BAWAG.

The Amended Plan provides that Holders of Allowed Claims against
the Contributing Debtors and RCM can, if they affirmatively
elect, opt out of the BAWAG settlement and thereby return their
share of BAWAG Proceeds to BAWAG in lieu of agreeing to release
BAWAG from liability.

Opting out, however, will significantly reduce the aggregate
recoveries to be received by the Creditors under the Plan:

                                Estimated Plan   Estimated Plan
                                Recovery With    Recovery Minus
   Creditor Class               BAWAG Proceeds   BAWAG Proceeds
   --------------               --------------   --------------
   Senior Subordinated
      Note Claims                    83.4%            45.7%

   Contributing Debtors General
      Unsecured Claims               23.0%            12.2%

   RCM Securities
      Customer Claims                85.4%            80.6%

   RCM FX/Unsecured Claims           37.6%            30.9%

                   $140,000,000,000 Claim Pile

As of September 29, 2006, the Debtors' claims agent, Omni
Management Group, LLC, had received approximately 14,000 timely
filed proofs of claim in the Debtors' Chapter 11 cases asserting
more than $140,000,000,000 in the aggregate, not including claims
asserted in unliquidated amounts.  The Debtors and their
professionals have been engaged in the process of evaluating the
proofs of claim to determine whether objections seeking
disallowance, reclassification or reduction of certain asserted
claims should be filed.  The Debtors expect to seek disallowance
of approximately $130,000,000,000 of the claims.

                 Administration of Refco Estates

The Joint Sub-Committee of the Official Creditors Committees will
designate an entity to serve as Plan Administrator for both
Reorganized Refco and Reorganized FXA.  The Joint Sub-Committee
will also select a trustee for the Litigation Trust to be
established under the Plan.

The Litigation Trust will be structured in a manner that provides
for a senior Tranche A and a junior Tranche B.  No Distributions
of Litigation Trust Interests will be made in respect of Tranche
B until Tranche A has been fully and indefeasibly paid.  However,
Holders of Allowed Old Equity Interests may receive recoveries
directly from 10% of the IPO Underwriter Claims Recovery in
Tranche A.

The Litigation Trust will have an initial five-year term, which
may be extended for one or more one-year terms.  The Trust may be
terminated earlier than its scheduled termination if:

   -- the Bankruptcy Court has entered a final order closing all
      of or the last of the Chapter 11 cases and the RCM Chapter
      11 case to the extent the RCM Chapter 11 case was converted
      to Chapter 7;  and

   -- the Litigation Trustee has administered all the Trust
      assets and performed all other duties required under the
      Plan.

The RCM Trustee will retain his rights, powers and duties
necessary to carry out his responsibilities with respect to the
RCM Estate.

The Court will convene a hearing on October 16, 2006, at 10 a.m.,
to consider whether the Amended Disclosure Statement contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.  Objections, if any, are due by October 9.

A blacklined copy of the Debtors' Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?132f

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 44; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: FXCM Says Disclosure Statement in Silent on Interest
---------------------------------------------------------------
Forex Capital Markets, LLC, complains that the Disclosure
Statement explaining the Refco, Inc., and its debtor-affiliates'
Plan of Reorganization is silent on the Debtors' efforts to sell
their 35% membership interest in FXCM and certain of its
affiliates.

FXCM contends that information concerning the Debtors' plans with
regard to the FXCM Interests is part of the information that
would enable a hypothetical investor typical of the holders of
claims against the Debtors to make an informed judgment about the
Plan.

FXCM acts as a dealer in over-the-counter spot foreign currency
contracts and foreign currency options contracts.  FXCM develops
and operates Internet-based, proprietary trading systems and
platforms for the purpose of engaging in Forex Transactions as a
dealer opposite counterparties or customers.

FXCM asserts an $8,500,000 prepetition claim against certain
Debtors for certain services rendered pursuant to a 2003
Facilities Management Agreement.  FXCM also asserts prepetition
unliquidated claims for fraud and breach of warranty against
certain Debtors and a $473,000 administrative expense claim.

FXCM asserts that approval of the Disclosure Statement should be
conditioned on the inclusion of a reasonably detailed discussion
of the disposition of the FXCM Interests under the Plan as well
as who will exercise all corporate governance rights, if any,
under applicable documents following the Plan effective date in
the event the FXCM Interests are not sold to a third party prior
to the Effective Date.

FXCM also wants the Debtors to discuss their views regarding the
prospects of a sale of the FXCM Interests to a third party and
describe actions, if any, that they have taken to market the
Interests over the past three months.

The Debtors delivered their Amended Plan of Reorganization and
accompanying Disclosure Statement to the U.S. Bankruptcy Court for
the Southern District of New York on October 6, 2006.  The Amended
Disclosure Statement remains silent on FXCM's concerns.

FXCM tried to purchase those Interests back from the Debtors for
$110,000,000.  The transaction, however, was successfully blocked
by the Official Committee of Unsecured Creditors and Bank of
America, N.A., the agent for the Debtors' prepetition senior
secured lenders.  They argued that the purchase price was too
low.  FXCM tried to negotiate a bargain with the Objecting
Parties to no avail.

In July 2006, FXCM commenced an adversary action to recover
$1,000,000 that the Debtors failed to return.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 44; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SCOTTS MIRACLE-GRO: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the US Consumer Products, Beverage, Toy, Natural
Product Processors, Packaged Food Processors and Agricultural
Cooperative sectors, the rating agency confirmed its Ba1 Corporate
Family Rating for Scott's Miracle-Gro Company and its Ba2 rating
on the Company's $200 million senior subordinated notes.  In
addition, Moody's assigned an LGD6 rating to notes, suggesting
noteholders will experience a 93% loss in the event of a default.

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

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

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

Headquartered in Marysville, Ohio, The Scotts Miracle-Gro Company
(NYSE: SMG) -- http://www.scotts.com/-- through its wholly owned
subsidiary, The Scotts Company LLC, is a marketer of branded
consumer products for lawn and garden care, with products for
professional horticulture as well.  The Company's brands are
Scotts(R), Miracle-Gro(R) and Ortho(R) brands are market-leading
in their categories, as is the consumer Roundup(R) brand, which is
marketed in North America and most of Europe exclusively by Scotts
and owned by Monsanto.  The Company also owns Smith & Hawken, a
leading brand of garden-inspired products that includes pottery,
watering equipment, gardening tools, outdoor furniture and live
goods, and Morning Song, a leading brand in the wild bird food
market.  In Europe, the Company's brands include Weedol(R),
Pathclear(R), Evergreen(R), Levington(R), Miracle-Gro(R), KB(R),
Fertiligene(R) and Substral(R).


SIRVA INC: S&P Withdraws Low-B Ratings and Removes Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its ratings on
SIRVA Inc. and its primary operating subsidiary, SIRVA Worldwide
Inc.  In addition, all ratings are removed from CreditWatch, where
they were placed with negative implications on March 15, 2005.

"The rating withdrawal reflects our opinion that as a result of
SIRVA's continued delay in filing updated financial statements for
both 2005 and 2006, and the likelihood that the company will not
be a current filer until the second half of 2007, it lacks
adequate financial information to properly determine SIRVA's
current credit standing and evaluate creditors' risks," said
Standard & Poor's credit analyst Michael Scerbo.

                            Ratings List

SIRVA Inc.
Ratings Withdrawn, Removed From Creditwatch

                                To         From

  Corporate credit rating       NR         B/Watch Negative/--

SIRVA Worldwide Inc.

  Corporate credit rating       NR         B/Watch Negative/--
Senior secured debt             NR         B/Watch Negative/--
Recovery rating                 NR          3


SPANSION LLC: S&P Rates New $400 Million Term Loan at B+
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed it 'B' corporate
credit rating on Sunnyvale, California-based Spansion Inc.

At the same time, Standard & Poor's assigned its 'B+' issue
rating, one notch above the corporate credit rating, and its '1'
recovery rating to Spansion LLC's new $400 million term loan.  The
outlook is stable.

"The ratings reflect the company's exposure to the aggressively
competitive and cyclical 'NOR' flash semiconductor industry,
significant capital investment requirements, and a history of
periodic material negative free cash flows," said Standard &
Poor's credit analyst Bruce Hyman.  These factors partly are
offset by Spansion's leading market position (which provides some
scale advantages), prospects for the development of differentiated
technologies, and likely growth in certain served markets.

Spansion manufactures NOR flash semiconductors, used in mobile
phones, consumer products, automotive electronics, and other
devices.  The $8 billion NOR market is composed largely of
commodity products, and is subject to severe revenue cyclicality,
intense price pressure, high capital investment requirements, and
periods of negative free cash flows for suppliers.

Furthermore, the NOR flash market has a relatively modest expected
growth rate.  Spansion has been gaining market share through its
introduction of differentiated products, which also contributes to
revenue and profitability growth.  Spansion's NOR market share was
recently 31%, vs. principal rival Intel Corp.'s 24%; historically,
the companies were tied for leadership.  Still, competitors are
also introducing differentiated chips, which could, over time,
erode Spansion's current leadership position.  STMicroelectronics
has a 17% share, and Samsung Electronics Co. Ltd. also participate
in the market, among others.


SPECIALTYCHEM PRODUCTS: Wants to Sell ChemDesign's Assets
---------------------------------------------------------
SpecialtyChem Products Corporation and ChemDesign Corporation seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Wisconsin to sell substantially all of the assets of
ChemDesign, free and clear of all liens, claims, encumbrances, at
an auction on Oct. 16, 2006.  The Debtors also seeks the Court's
approval of an asset purchase agreement with LiquiTech Industries,
Inc.

ChemDesign's assets consist of real estate, machinery and
equipment located in Fitchburg, Massachusetts.

Marie L. Nienhuis, Esq., at Godfrey & Kahn, S.C., relates that
since the Debtors are unable to obtain the use of cash collateral
beyond the Oct. 29 specified period, they do not have the
financial resources or access to capital necessary to implement a
prolonged operational restructuring.  Without access to capital,
the Debtors will experience difficulty in covering its fixed
costs.  The Debtors have, therefore, determined to maximize the
value of its estate through the sale of assets.

Ms. Nienhuis tells the Court that the Debtors, after consultation
with Wachovia and Cambridge, have elected to use LiquiTech as the
initial bidder on the assets at the auction.  The Debtors request
that it be allowed to offer the "Stalking Horse Bidder" a break-up
fee of $100,000.

Ms. Nienhuis also discloses that the Debtors request the Court to
schedule the Sale Hearing for Oct. 19, 2006, and request that the
Court set Oct. 13, 2006, at 4:00 p.m. as the deadline for filing
any objection to the proposed sale of assets.

                   About ChemDesign Corporation

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

                   About SpecialtyChem Products

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


SPECTRUM BRANDS: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US Consumer Products, Beverage, Toy, Natural
Product Processors, Packaged Food Processors and Agricultural
Cooperative sectors, the rating agency confirmed its B3 Corporate
Family Rating for Spectrum Brands.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $300 million
   Revolving Credit     B2       B1       LGD2     27%

   $1.143 billion
   Term Loan            B2       B1       LGD2     27%

   $700 million
   Sr. Sub. Notes       Caa2     Caa2     LGD5     82%

   $350 million
   Sr. Sub. Notes       Caa2     Caa2     LGD5     82%

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

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

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

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC) -
- http://www.spectrumbrands.com/-- is a consumer products
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25
retailers and are available in more than one million stores in
120 countries around the world.  The company has manufacturing
and distribution facilities in China, Australia and New Zealand,
and sales offices in Melbourne, Shanghai, and Singapore.


STROBER ORGANIZATION: 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. and Canadian Retail sector, the rating
agency confirmed its B1 Corporate Family Rating for Strober
Organization, Inc., and its B3 ratings on the company's
$600 million Gtd. Sr. Sec. Revolver due 2011 and $700 million Gtd.
Sr. Sec. Term Loan B due 2013.  Additionally, Moody's assigned
LGD3 ratings to those loans, suggesting creditors will experience
a 37% loss in the event of a default.

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

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

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

Strober Organization, Inc., -- http://www.strober.com/-- is a
major supplier of high-quality building materials to professional
builders and contractors in the northeastern and mid-Atlantic
regions of the United States.  Strober is part of Pro-Build
Holdings, which is a wholly owned subsidiary of Fidelity Capital,
the business development arm of the mutual fund company, Fidelity
Investments.  Pro-Build Holdings, which also includes the Lanoga
Corporation within its portfolio, currently operates more than 400
lumber and building product distribution, manufacturing and
assembly centers throughout the U.S.


STRUCTURED ASSET: S&P Junks Rating on Class B-5 Loan
----------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-5
from Structured Asset Securities Corp. Assistance Loan Trust 2003-
AL1 to 'CCC' from 'B'.  At the same time, the ratings on the
remaining classes from this series and from series 2001-SB1 are
affirmed.

The downgrade of class B-5 reflects continued erosion of credit
support due to adverse collateral pool performance, a high level
of serious delinquencies (90-plus days, foreclosure, and REO), and
high cumulative losses.  The current credit support for this class
is 3.33%, down from 5.05% at issuance.

The affirmations reflect actual and projected credit support
percentages that adequately support the current ratings. These
transactions benefit from credit enhancement provided by
subordination.

                         Rating Lowered

                Structured Asset Securities Corp.
                 Assistance Loan Trust 2003-AL1

                                 Rating
                                 ------
                     Class     To      From
                     -----     --      ----
                     B-5       CCC     B

                         Ratings Affirmed

                Structured Asset Securities Corp.
                 Assistance Loan Trust 2003-AL1

                      Class         Rating
                      -----         ------
                      A, APO, AIO   AAA
                      B-1           AA
                      B-2           A
                      B-3           BBB
                      B-4           BB

              Structured Asset Securities Corp. 2001-SB1

                  Class                  Rating
                  -----                  ------
                  A2, A4, A5, APO, AIO   AAA
                  B-1                    AA
                  B-2                    A
                  B-3                    BBB


TODD MCFARLANE: Files Amended Liquidation Plan in Arizona
---------------------------------------------------------
Todd McFarlane Productions Inc. delivered to the U.S. Bankruptcy
Court for the District of Arizona in Phoenix an amended plan of
liquidation and an accompanying disclosure statement explaining
that plan.

Under the Amended Plan, holders of secured claims will receive
single payment of $200,000 while holders of other priority claims
will receive cash equal to the unpaid portion of their allowed
claim.

The claims of Tony Twist and Neil Gaiman are entitled to their pro
rata share of the available cash and the proceeds of the insurance
securing their Claims.

Class 5 General Unsecured Claims will receive pro rata share of
the available cash, provided however that in the event one or more
holders of general unsecured claims entitled to submit votes to
accept the plan actually submit timely and unqualified votes to
accept the Plan, all distributions otherwise payable to the
general unsecured claims held by the Debtor's affiliate and
the Debtor's indemnity claims will be paid ratably to the
approving creditors then holding allowed claims.

Holders of interests in the Debtor will not receive any
distributions under the Plan on account of their interests until
all claims in the prior classes have been paid in full.

A full-text blacklined version of the Debtor's amended liquidation
plan is available for a fee at:

   http://www.researcharchives.com/bin/download?id=061010214730

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Josefina F. McEvoy, Esq., and Kelly Singer, Esq., at Squire
Sanders & Dempsey, LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's case.  When the Company filed for
protection from its creditors, it listed more than $10 million in
assets and more than $50 million in debts.


TODD MCFARLANE: Disclosure Statement Hearing Slated for November 9
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona in Phoenix
will convene a hearing to consider the adequacy of Todd McFarlane
Productions Inc.'s amended disclosure statement explaining its
amended plan of liquidation on Nov. 9. 2006, 11:00 am, at
Courtroom 601, U.S. Bankruptcy Court, No. 230 North First Avenue,
in Phoenix, Arizona.

A hearing on the confirmation of the Plan will be held in the same
venue at 11:00 a.m. on Jan. 4, 2007.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Josefina F. McEvoy, Esq., and Kelly Singer, Esq., at Squire
Sanders & Dempsey, LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's case.  When the Company filed for
protection from its creditors, it listed more than $10 million in
assets and more than $50 million in debts.


TOWER RECORDS: Court Approves Retention of FTI Palladium
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave MTS
Incorporated, dba Tower Records, and its debtor-affiliates'
permission to employ FTI Palladium Partners, nunc pro tunc to
Aug. 20, 2006.

The Debtors say that FTI Palladium will provide the Debtors with
an officer and temporary employees.

The Debtors told the Court that it appointed Joseph L. D'Amico as
chief executive officer of the Debtor and its debtor-affiliates.
The Debtors also appointed Jon Orr and Lisa Poulin as temporary
employees.

Mr. D'amico is expected to assist in the direction and management
of the Debtors' daily restructuring efforts, including negotiating
with parties-in-interest and coordinating the "work group" of
professionals that assist the Debtors.

The Debtors told the Court that the temporary employees are
expected to:

     a) assist with the management of the Debtors' financial and
        treasury functions;

     b) develop and implement case management strategies, tactics
        and processes;

     c) negotiate the Debtors' debtor in possession financing;

     d) prepare employees of the Debtors for these chapter 11
        cases;

     e) work with professionals involved in the cash management
        process;

     f) supervise:

           i) the preparation of certain reports required by this
              Court and the Debtors' schedules and statements and

          ii) the management of the claims reconciliation process
              and the reclamation process;

     g) provide testimony before this Court, if needed, on
        matters that are within FTI's areas expertise; and

     h) render such other assistance or administrative support as
        Debtors' management or counsel may deem:

           i) necessary as part of the post-petition
              reorganization process;

          ii) consistent with the role of crisis manager; and

         iii) not duplicative of services provided by other
              professionals in this proceeding.

The Debtor discloses that it has paid the firm a $200,000
retainer.

To the best of the Debtors knowledge, the firm is a "disinterested
person" as that term defined in Section 101(14) of the Bankruptcy
Code.

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 petition 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.


TTM TECH: S&P Rates Proposed $240 Mil. Senior Facilities at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Santa Ana, California-based TTM Technologies
Inc., a printed circuit board manufacturer.  The outlook is
negative.

At the same time, S&P assigned its 'BB-' bank loan rating and '2'
recovery rating to the company's proposed $240 million of first-
lien senior secured facilities, indicating that lenders can expect
substantial (80%-100%) recovery of principal in the event of
payment default.  All ratings are based on preliminary offering
statements and are subject to review upon final documentation.

Proceeds of the term loan portion of the facilities will be used
to fund the company's $225 million acquisition of the printed
circuit board businesses from Tyco International Ltd.
(BBB+/WatchNeg/A-2).

"The ratings reflect the company's solid market position in the
U.S.-based printed circuit board industry and its vulnerability to
operating cyclicality and integration challenges, which is offset
by light leverage and prospects for deleveraging," said Standard &
Poor's credit analyst Lucy Patricola.

The company's secure market position, along with light leverage,
provide ratings support.  The rating could be lowered if the
integration of the two businesses does not proceed as planned,
resulting in service disruptions and customer defections.  The
outlook could be revised to stable if the integration is executed
smoothly and profitability expectations are realized.


UNIVERSAL EXPRESS: Buying New Jersey Gasoline Assets for $42 Mil.
-----------------------------------------------------------------
Universal Express Inc. signed a formal contract to purchase the
assets of a New Jersey-based gasoline and oil operator.  This
wholesaler owns and operates in excess of 38 retail gasoline and
diesel oil stations.

"In addition to the obvious positive impact on our balance sheet,"
said Richard A. Altomare, President and CEO of Universal Express,
"this acquisition keys nicely with our transportation logistics
model.  Virtually every facet of our businesses relies on the
price, availability and delivery of fuel, whether it is our
luggage division, our trucking component, our aviation company, or
our courier network.  It is my hope that we can affect a
reconfigured and even better business model and possible re-
branding for these stations in the years to come."

"The $42 Million agreement calls for the retention of current
management and payment over a 14 month period," continued
Mr. Altomare.

"In addition to the symbiosis that this company has with our
core businesses and additional retail distribution, our growing
nationwide presence is both complimented and augmented through
this initial oil and gas acquisition" continued Mr. Altomare.  The
estimated 5% earnings of this company, we believe, through our
management and economy of scale can be increased. Our corporate
awareness is as real and as valuable to us as our many strategic
partners, our loyal employees, and our steadfast vision of a
changing transportation logistical industry.  That awareness will
also be enhanced by these 38 visible and retail locations which
may in the future become multi-utilized"

"The certified financial accounting firm has been ordered and
future name changes are planned by Universal Express," added
General Counsel, Chris Gunderson.

"Certainly, all of the obvious benefits of increased cash flow,
extra revenues, enhanced balance sheet, inter-company synergies
and continued corporate growth can be addressed; however, I
contend that the addition of the first oil and gas company matures
this conglomerate in many other ways."

"Increased corporate capitalization and possible restructuring is
definitely under consideration, as we entertain all of our future
options," concluded Mr. Altomare.

Universal Express, Inc., -- http://www.usxp.com/ -- is a
logistics and transportation conglomerate with multiple developing
subsidiaries and services.  Its principal subsidiaries include
Universal Express Capital Corp. and Universal Express Logistics,
Inc. (which includes Virtual Bellhop, LLC, Luggage Express and
Worldpost, its international shipping divisions),
and Private Postal Center Network.com and its division Postal
Business Center Network.com.

                       Going Concern Doubt

Pollard-Kelley Auditing Services, Inc., Fairlawn, Ohio,
expressed substantial doubt about Universal Express, Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended
June 30, 2006.  The auditing firm points to the Company's
generated losses to date.


USA COMMERCIAL: Disclosure Statement Hearing Scheduled on  Nov. 13
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing at 9:30 a.m., on Nov. 13, 2006, to consider the adequacy
of the disclosure statement explaining USA Commercial Mortgage
Company and its debtor-affiliates' Joint Plan of Reorganization.
The hearing will be held at the Foley Federal Building, 300 Las
Vegas Boulevard South, Third Floor, in Las Vegas, Nevada.

The Debtors' Joint Plan effectuates a sale of certain assets of
Debtors USA Commercial Mortgage Company (USACM) and USA Capital
First Trust Deed, LLC, puts in place a mechanism for maximizing
the recovery on other assets and claims held by the Debtors,
provides for the ongoing servicing and collection of the loans of
direct lenders, and provides for an equitable distribution of the
proceeds of the Debtors' assets to creditors and fund members.

Under the Debtors' Plan, each holder of an Allowed Secured Claim
will receive, at the option of the relevant Debtor, in full
satisfaction, settlement, release and discharge of and in exchange
for their claim, either:

     a) cash from the Distribution Account of the relevant
        Debtor equal to the present value of the unpaid portion of
        their secured claim;

     b) the return of the collateral securing the allowed secured
        claim; or

     c) any other treatment agreed upon by the relevant Debtor and
        secured claim holder.

Holders of Allowed General Unsecured Claim in will receive their
Pro Rata share of all cash available for distribution, at the sole
discretion of USACM or the USACM Estate Administrator, from the
USACM Distribution Account up to the full amount of the claim
after payment of USACM's Liquidation Expenses, Allowed Secured
Claims, Allowed Administrative Expense Claims, Allowed Priority
Tax Claims, and Allowed Priority Non-Tax Claims in accordance with
the Plan and the provisions of the Bankruptcy Code.

A copy of the Debtors' Joint Plan of Reorganization is available
for free at http://researcharchives.com/t/s?132d

A copy of the Disclosure Statement explaining the Joint Plan is
available for free at http://researcharchives.com/t/s?132e

                       About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represent the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, has been employed as Chief Restructuring Officer
for the Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represent the Official Committee of Unsecured Creditors of USA
Commercial Mortgage Company.  Edward M. Burr at Sierra Consulting
Group, LLC, gives financial advice to the Creditors Committee of
USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represent the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., gives
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represent the Official Committee of Equity Security Holders of USA
Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at Alvarez
& Marsal, LLC, gives financial advise to the Equity Committee of
USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.


USA COMMERCIAL: Exclusive Solicitation Period Intact Until Oct. 19
------------------------------------------------------------------
USA Commercial Mortgage Company and its debtor-affiliates'
exclusive period to solicit acceptances for their Joint Plan of
Reorganization remain intact until at least Oct. 19, 2006, or
until the U.S. Bankruptcy Court for the District of Nevada issues
a decision on their motion to extend their solicitation period for
another 180 days.

The Debtors are asking the Court to give them another 180 days, or
until Dec. 31, 2006, to solicit acceptances for their Joint Plan.
The Court will convene a hearing on Oct. 19 to consider the
requested extension.

According to the Debtors, a short continuance of exclusivity would
provide them with more time to prepare a joint plan in
consultation with the four official committees appointed in their
cases -- the Official Committee of Equity Security Holders of USA
Capital First Trust Deed Fund, LLC, the Official Committee of
Executory Contract Holders of USA Commercial Mortgage Company, the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC, and the Official Committee of
Unsecured Creditors for USA Commercial Mortgage Company.

Annette W. Jarvis, Esq., at Ray Quinney & Nebeker PC, tells the
Court that the extension is warranted because:

     a) the Debtors are not using exclusivity to force creditors
        to accept anything;

     b) the Debtor is not delaying filing a plan except to
        consummate negotiations with the Committees;

     c) there is no allegation of mismanagement by the Debtors'
        current management; and

     d) there is no problem between Debtors' principals delaying a
        plan.

                     About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represent the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, has been employed as Chief Restructuring Officer
for the Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represent the Official Committee of Unsecured Creditors of USA
Commercial Mortgage Company.  Edward M. Burr at Sierra Consulting
Group, LLC, gives financial advice to the Creditors Committee of
USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represent the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., gives
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represent the Official Committee of Equity Security Holders of USA
Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at Alvarez
& Marsal, LLC, gives financial advise to the Equity Committee of
USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.


VERIDICOM INT'L: June 30 Stockholders' Deficit Widens to $4.3 Mil.
------------------------------------------------------------------
Veridicom International, Inc., filed its financial statements for
the second quarter ended June 30, 2006, with the Securities and
Exchange Commission on Sept. 22, 2006.

For the three months ended June 30, 2006, the Company reported a
comprehensive net loss of $2,087,758 on $32,632 of revenues
compared with a comprehensive net loss of $1,839,731 on $128,231
of revenues for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed $4,338,961 in
total assets, $8,685,452 in total liabilities, and $45,253 in
minority interest, resulting in a $4,391,744 stockholders'
deficit.  The Company had a $1,538,875 deficit at Dec. 31, 2005.

The Company's June 30 balance sheet also showed strained liquidity
with $886,871 in total current assets available to pay $8,676,786
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?132b

                        Going Concern Doubt

Manning Elliot LLP, in Vancouver, Canada, raised substantial doubt
about Veridicom International's ability to continue as a going
concern after auditing the company's amended financial statements
for the year ended Dec. 31, 2005.  The Firm pointed to the
company's recurring losses from operations and working capital
deficiency.

                   About Veridicom International

headquartered in Vancouver, British Columbia, Veridicom
International, Inc. -- http://www.veridicom.com/--  designs,
develops, manufactures, and sells capacitive fingerprint sensors,
computer peripherals, and software related to the use of its
fingerprint authentication technology.

The Company has five subsidiaries: EssTec Inc., Veridicom Pakistan
(Private) Limited, Veridicom Inc., Cavio Corporation, and
Veridicom International (Canada) Inc.


VTEX ENERGY: July 31 Working Capital Deficit Tops $10 Million
-------------------------------------------------------------
VTEX Energy, Inc., filed its first quarter financial statements
with the Securities and Exchange Commission on Oct. 5, 2006.

The Company incurred a $1.3 million net loss on $1,232 of net
revenues for the three months ended July 31, 2006, compared to a
$2 million net loss on $199,714 of net revenues in 2005.

The Company's July 31 balance sheet also showed strained liquidity
with $835,341 in total current assets available to pay $10.8
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?132a

                        Going Concern Doubt

Malone & Bailey, PC, expressed substantial doubt about VTEX
Energy, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended April 30, 2006.  The auditing firm pointed to the Company's
significant loss from operations in the current year, working
capital deficit and default on certain debt instruments.

VTEX Energy, Inc. -- http://www.vtexenergy.com/-- explores for
and produces oil and gas primarily in Louisiana and Texas.  The
company focuses on low-risk drilling developments, recompletions,
and workovers, and has estimated proved preserves of 103,000
barrels of crude oil and 9.4 billion cu. ft. of natural gas.


WESTERN APARTMENT: Rowell to Craft Traffic Assessment Report
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii gave Western
Apartment Supply & Maintenance Company, permission to employ
Phillip Rowell and Associates for a traffic assessment report.

The Debtor seeks the expertise of the firm to prepare traffic
assessment report in connection to a community plan amendment and
special management area permit, which Maui Oceanfront Inn &
Sarento's on the Beach Restaurant is located.

The firm is expected to:

     a) site reconnaissance and date collection;

     b) evaluate traffic conditions;

     c) describe project-related traffic characteristics;
        and

     d) prepare reports.

The firm's professionals standard hourly rates are:

     Designation                   Hourly Rate
     -----------                   -----------
     Principal traffic engineer       $100
     Clerical support                  $25
     Technical support                 $50

Phillip J. Rowell, a principal of the firm, assured the Court that
his firm is a "disinterested person", as that term defined in
Section 101(14) of the Bankruptcy Code.

Based in San Diego, California, Western Apartment Supply &
Maintenance previously filed for chapter 11 protection on
Jan. 12, 2004 (Bankr. D. Hawaii Case NO. 04-00072).  The case
was dismissed on May 16, 2006.

The Debtor filed its second chapter 11 petition on Apr. 18, 2006
(Bankr. S.D. Calif. Case No. 06-00821).  John L. Smaha, Esq., at
Smaha and Daley, represents the Debtor.  When the Debtor filed for
chapter 22, it listed total assets of $18,045,054 and total debts
of $18,131,069.

On June 30, 2006, at the request La Jolla Loans Inc., a secured
creditor, the U.S. Bankruptcy Court for the Southern District of
California transferred the Debtor's case to the U.S. Bankruptcy
Court for the District of Hawaii on July 1, 2006 (Bankr. D. Hawaii
Case No. 06-00459).


WESTERN APARTMENT: Gets Court Okay to Hire Scientific Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii gave Western
Apartment Supply & Maintenance Company, permission to employ
Scientific Consultant Services, Inc., to provide archeological
services relating to a cultural impact assessment of the proposed
paving of the parking lot for the Maui Oceanfront Inn & Sarento's
on the Beach Restaurant.

Specifically, Scientific Consultant is expected to:

     a) archive research, focusing on traditions and legends;

     b) limit historic research;

     c) review previous oral histories conducted in the general
        project area;

     d) search persons knowledgeable of the project area and
        significant sites, places, persons or myths associated
        with the area;

     e) interview with identified informants; and

     f) produce report detailing the findings the findings,
        including transactions of interview statements.

The Debtor told the Court that the firm will charge between $5,360
and $7,760 for its services.

Michael Dega, senior archeologist of the firm, assured the Court
that his firm is a "disinterested person", as that term defined
in Section 101(14) of the Bankruptcy Code.

Based in San Diego, California, Western Apartment Supply &
Maintenance owns a 73-room hotel in Maui, Hawaii known as the Best
Western Maui Oceanfront Inn.  The Company filed for chapter 11
protection on Jan. 12, 2004 (Bankr. D. Hawaii Case NO. 04-00072).
That case was dismissed on May 16, 2006.

The Debtor filed its second chapter 11 petition on Apr. 18, 2006
(Bankr. S.D. Calif. Case No. 06-00821).  Gustavo E. Bravo, Esq.,
and John L. Smaha, Esq., at Smaha and Daley, represent the Debtor.
When the Debtor filed for chapter 22, it listed total assets of
$18,045,054 and total debts of $18,131,069.

On June 30, 2006, at the request La Jolla Loans Inc., a secured
creditor, the U.S. Bankruptcy Court for the Southern District of
California transferred the Debtor's case to the U.S. Bankruptcy
Court for the District of Hawaii on July 1, 2006 (Bankr. D. Hawaii
Case No. 06-00459).  No Official Committee of Unsecured Creditors
has been appointed in the Debtor's bankruptcy proceedings.


WHITE RIVER: Court Okays Marvin R. Moore as Mining Engineer
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
gave White River Coal, Inc. and its debtor-affiliates permission
to employ Marvin R. Moore, as their mining engineer.

Mr. Moore is expected to:

     a) provide consulting services as chief mining engineer to
        the Debtors;

     b) report to the president and mine managers;

     c) oversee and organize all engineering, including, but not
        limited to, underground time studies, and environmental
        issues, dealing with MSHA, INDR, OSM, regarding refuse
        and prep plant; and

     d) serve the Debtors, subsidiary of the Debtor as the
        Debtors may from time to time require, consulting
        capacity as an independent contractor as may from time
        to time be determined by the Debtors.

In addition, Mr. Moore shall be responsible for:

     *  the payment of income taxes as will be required by any
        governmental entity with respect to compensation paid by
        the Debtor to Mr. Moore;

     *  maintain proper financial records of the consultant,
        which records will detail, amongst other things, expenses
        incurred on behalf of the Debtors; and

     *  obtain all necessary licenses and permits and for
        complying with all applicable federal, state and
        municipal laws, codes and regulations in connections
        with the provision of services hereunder and the
        consultant shall, when requested, provide the Debtors
        with adequate evidence of the compliance with this
        paragraph.

The Debtors have agreed to pay Mr. Moore $70 per hour for this
engagement.

To the best of the Debtors knowledge, Mr. Moore does not hold any
interest adverse to their estate and is a "disinterested person"
as that term defined in Section 101(14) of the Bankruptcy Code.

Based in Hazleton, Indiana, White River Coal, Inc., operates a
mining company.  The Company and its affiliates filed for chapter
11 protection on May 22, 2006 (Bankr. S.D. Ind. Case Nos. 06-70375
through 06-70379).  C.R. Bowles, Jr., Esq., at Greenbaum Doll &
McDonald PLLC, represents the Debtors in their restructuring
efforts.  When the Debtor filed for protection
from their creditors, they listed assets totaling $2 million
and debts totaling $35 million.


WHITE RIVER: Wants to Expand Realization Advisor's Duties
---------------------------------------------------------
White River Coal, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana, for
permission to expand the scope of responsibilities of Realization
Advisors, Inc., as their bankruptcy restructuring officer.

The Debtors require the firm to provide strategic management
and financial services, and crisis management services previously
provided by Bronco Energy Inc., the non-debtor ultimate parent
of the Debtors.

As reported on the Troubled Company Reporter on Oct. 4, 2006,
Realization Advisors tasks were to:

     a) assist in developing a short-term financial model,
        including projections and financial forecasts, on a
        cash-flow basis, to facilitate continuing operations
        of the Debtors' mine, cost reductions, creditor
        negotiations, and expedite decision making;

     b) facilitate further cost cutting, cash management and
        controls, materials and labor management, accounts
        receivable management and collection, employee and
        management evaluation, and claims and creditor
        management efforts to improve short-term results;

     c) aid in negotiating and facilitating a forbearance
        arrangement, adequate protection arrangements, and
        debtor-in-possession financing with the Debtors' lenders
        in order to preserve value, insure continued operations,
        and allow for all business alternatives to be properly
        evaluated;

     d) assist management with cash flow and liquidity management
        to sustain business viability, including management of
        cash disbursements;

     e) develop and assess alternative business and asset
        disposition strategies;

     f) develop a "critical path" timeline for continuing
        business and sale efforts;

     g) assist in the evaluation, development and implementation
        of any employee retention and incentive plan;

     h) facilitate valuations on a sale, liquidation and going-
        concern basis;

     i) supervise, lead, direct, and facilitate aggressive sale
        efforts of the business and its assets to maximize
        recovery, including management of the entire sale
        process, preparation of offering materials, leading
        active, solicitation of interested acquirors, due
        diligence, and competitive bidding;

     j) supervise and direct, with management, communication with
        lenders, lessors, creditors, stakeholders, and other
        parties-in-interest;

     k) assist and advise in the evaluation of executory
        contracts and leases, including renegotiation and
        restructuring of supply contracts;

     l) provide testimony regarding all of the foregoing, and
        collateral value and adequate protection of the lenders'
        collateral, as needed;

     m) assist counsel and direct the evaluation, prosecution,
        and negotiation of potential litigation arising from or
        related to the acquisition of the Debtors' assets; and

     n) provide additional financial advisory services to assist
        the Debtors and their operations, including but not
        limited to bankruptcy planning and reorganization
        services, development of a plan of reorganization,
        documentation and testimony supporting the feasibility
        and approval of the plan, and post-approval wind-down an
        implementation.

The Debtors disclosed that Michael L. Kayman, Esq., a principal of
the firm, will receive $35,000 per month for this engagement.  Mr.
Kayman will also receive a non-refundable retainer of $35,000 at
the end of his tenure as chief restructuring officer.

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

Based in Hazleton, Indiana, White River Coal, Inc., operates a
mining company.  The Company and its affiliates filed for chapter
11 protection on May 22, 2006 (Bankr. S.D. Ind. Case Nos. 06-70375
through 06-70379).  C.R. Bowles, Jr., Esq., at Greenbaum Doll &
McDonald PLLC, represents the Debtors in their restructuring
efforts.  When the Debtor filed for protection
from their creditors, they listed assets totaling $2 million
and debts totaling $35 million.


WINN-DIXIE: Major Creditors Approve Reorganization Plan
-------------------------------------------------------
Winn-Dixie Stores, Inc., and 23 of its debtor-affiliates inform
the U.S. Bankruptcy Court for the Middle District of Florida that
their major creditor groups voted in favor of their Joint Plan of
Reorganization.

According to Kathleen M. Logan, president of the Debtors' voting
tabulation agent Logan & Company, Inc., majority of the holders of
claims in these Classes have accepted the Plan.

    Class 7 - AmSouth Bank Collateralized Letter of Credit Claim
    Class 8 - Thrivent Lutheran Leasehold Mortgage Claim
    Class 9 - NCR Purchase Money Security Interest Claim
    Class 12 - Noteholder Claims
    Class 13 - Landlord Claims
    Class 14 - Vendor/Supplier Claims
    Class 15 - Retirement Plan Claims
    Class 16 - Other Unsecured Claims
    Class 17 - Small Claims

Based on results of the tabulation of the properly executed and
timely ballots, the Classes accepted the Plan in these
percentages:

                     Percentage            Percentage Accepting
Class               Accepting             Excluding Insiders
-----         --------------------------------------------------
               No. Holders   Amt. Held    No. Holders   Amt. Held
               -----------   ---------    -----------   ---------
   7               100%          100%          100%         100%
   8               100%          100%          100%         100%
   9               100%          100%          100%         100%
  12             98.19%        99.46%        98.19%       99.46%
  13             76.96%        80.47%        76.96%       80.47%
  14             92.82%        96.74%        92.82%       96.74%
  15             96.20%        97.46%        96.05%       97.31%
  16             77.78%        88.42%        76.67%       81.69%
  17             92.96%        91.79%        92.92%       91.69%

According to Ms. Logan, certain sub-classes within Classes 10 and
11 have not accepted the Plan.  For the schedule of the tabulation
for the Class 10 and Class 11 ballots received, see:

              http://ResearchArchives.com/t/s?133f

A list of the ballots not counted pursuant to the rules
established by the Court-approved Disclosure Statement is
available for download at:

              http://ResearchArchives.com/t/s?1340

Ms. Logan certifies that Logan & Company has retained the voted
ballots and will provide copies of the ballots upon request of the
Court, the Debtors, or the Office of the U.S. Trustee.

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


* Timothy Porter Joins Proskauer Rose as Senior Counsel
-------------------------------------------------------
Proskauer Rose LLP, an international law firm with more than 700
lawyers in the United States and Europe, announced that Timothy L.
Porter, a veteran attorney with extensive experience in all types
of labor and employment matters and government relations, has
joined the firm's Labor and Employment Law Department as senior
counsel.  He was previously Chief Counsel for Labor, Employment
and Environment and Vice President-Law at AT&T, where he worked as
an attorney for over 20 years.

At AT&T, Mr. Porter was responsible for all of the company's
domestic and international labor relations, employment, employee
benefits, executive compensation and environmental law matters as
well as collective bargaining negotiations, appearances before the
Equal Employment Opportunity Commission and labor arbitrations.
Prior to serving as Chief Employment Law Counsel, a position he
held for 10 years, he led regional and national ?organizations of
AT&T's Government Affairs Department, where he interfaced with
numerous state and federal officials and regulatory agencies
overseeing public utilities.

"Tim's considerable experience and skill as a labor negotiator and
employment lawyer will be a tremendous asset," said Allen I Fagin,
Chairman of Proskauer Rose.   "is presence and his strong
relationships with high-level government and regulatory officials
and civic leaders, as well as executives, business leaders, and
scores of general counsel and other in-house attorneys throughout
the United States and abroad will enable us to continue our
national and international expansion of legal work for global
employers, particularly in the areas of labor relations,
government affairs, corporate restructurings, employment and
environmental law, employee benefits and executive compensation.
We also look forward to his assistance with our many diversity
initiatives, a subject on which Tim is passionate and has much
experience."

Mr. Porter was also a member of the Board of Directors of ATTIMCO,
AT&T's employee benefit plan asset management company, which
manages billions of dollars in assets attributable to the
company's retirement and health plans.  He joined AT&T in 1974 as
an attorney, working on a range of general corporate and labor and
employment matters.  He went on to direct the company's
regulatory, commercial, external affairs and government legal
matters before being named Vice President, Government Affairs in
1993, a position he held until he was named Chief Employment Law
Counsel in 1996.

Mr. Porter is the latest addition to Proskauer's Labor &
Employment Law Department, which is widely acknowledged as one of
the country's deepest and most well-regarded employment law
groups.

In recent months, the firm has announced the additions of:

   * Gregory Rasin and Elise Bloom, veteran employment and class
     action litigation attorneys who joined the New York office
     as partners;

   * John Barry, an experienced employment attorney who joined
     the Newark office as partner; and

   * Beverly Frank, a senior counsel in the Los Angeles office
     with extensive experience in labor and employment litigation
     in the entertainment industry.

                      About Proskauer Rose

Proskauer Rosen LLP -- http://www.proskauer.com/-- founded in
1875, provides legal services to clients throughout the United
States and around the world from offices in New York, Los Angeles,
Washington, D.C., Boston, Boca Raton, Newark, New Orleans and
Paris.  The firm has wide experience in all areas of practice
important to businesses and individuals, including corporate
finance, mergers and acquisitions, general commercial litigation,
private equity and fund formation, patent and intellectual
property litigation and prosecution, labor and employment law,
real estate transactions, internal corporate investigations, white
collar criminal defense, bankruptcy and reorganizations, trusts
and estates, and taxation.  Its clients span industries including
chemicals, entertainment, financial services, health care,
hospitality, information technology, insurance, Internet,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
October 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management
         Melbourne, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 12, 2006
   NEW YORK SOCIETY OF SECURITY ANALYSTS
      Alternative Analysts' Forum:
      An Insider's Perspective on Distressed Debt Investing
         New York, NY
            Contact: http://www.nyssa.org/

October 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management
         Mecure Hotel - Haymarket, Sydney, Australia
            Contact: http://www.turnaround.org/

October 19, 2006
   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge:
      Best Practices in E-Discovery and Records
      Management for Bankruptcy Practitioners and Litigators
            Contact: http://www.beardaudioconferences.com
                     240-629-3300

October 25, 2006
   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy:
      Current Risks, Latest Decisions
      Review Risks, Examine Latest Decisions Affecting
      Directors, Advisors and Lenders of Troubled Companies
      Management for Bankruptcy Practitioners and Litigators
            Contact: http://www.beardaudioconferences.com
                     240-629-3300

October 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Presentation with
      guest speaker Jeff Carhart of Miller Thomson
         Petroleum Club, Edmonton, AB
            Contact: http://www.turnaround.org/

October 16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      A Year After BAPCPA
         Georgetown University Law Center, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 18-19, 2006
   EUROMONEY
      2nd Annual Latin America Syndicated Loans Conference
         JW Marriott Hotel, Miami, FL
            Contact: http://www.euromoneyplc.com/

October 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Meeting
         Washington Athletic Club, Seattle, WA
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA of Nevada's 1st Breakfast Meeting
         The A,B,C's of Valuing and Selling a Business
            Palace Station, Las Vegas, NV
               Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Navigating the Potholes and Speed Bumps on Today's
      Economic Highway
         Waller Lansden Dortch & Davis
            Nashville, TN
               Contact: http://www.turnaround.org/

October 19, 2006
   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge:
         Best Practices in e-Discovery and Records Management
         for Bankruptcy Practitioners and Litigators
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Applying Lean Methodology to Manage
      Operational Turnarounds
         Oxford Hotel, Denver, CO
            Contact: http://www.turnaround.org/

October 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Meeting and Networking Reception
      100th Bomb Group & Banquet Facility
         Cleveland, OH
            Contact: http://www.turnaround.org/

October 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      A View from the Bench: A Panel Discussion
      Recent Developments in Bankruptcy
         Sheraton at Four Seasons, Greensboro, NC
            Contact: http://www.turnaround.org/

October 25, 2006
   BEARD AUDIO CONFERECES
      Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions, Review Risks, Examine Latest Decisions
      Affecting Directors, Advisors and Lenders of Troubled
      Companies
            Contact: http://www.beardaudioconferences.com/
                     240-629-3300

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event "The Latest in Fraud Investigations"
      with guest speaker Chad Cretney of
      PricewaterhouseCoopers
      Ernst & Young Tower
         Calgary, AB
            Contact: http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds - Expanded Financing Opportunities in Business
      Turnarounds
         Arizona
            Contact: http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Coach Dan Reeves
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

October 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      BK/TMA Golf Tournament
         Orange Tree Golf Resort, AZ
            Contact: 623-581-3597 or http://www.turnaround.org/

October 30-31, 2006
   Distressed Debt Summit: Preparing for the Next Default Cycle
      Financial Research Associates LLC
         Helmsley Hotel, New York, NY
            Contact: http://www.frallc.com/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Dessert Reception
         Marriott, San Francisco, CA
            Contact: 415-896-1600 or http://www.airacira.org/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA UK Annual Conference
         Millennium Gloucester Hotel, London, UK
            Contact: http://www.turnaround.org/

November 2-3, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Physician Agreements & Ventures
      Successful Strategies for Medical Transactions and
      Investments
         The Millennium Knickerbocker Hotel - Chicago
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Breakfast Program
         Marriott, San Francisco, CA
            Contact: 415-896-1600 or http://www.airacira.org/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 7-8, 2006
   EUROMONEY
      5th Annual Distressed Debt Investment Symposium
         Hyatt Regency, London, UK
            Contact: http://www.euromoneyplc.com/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon & Guest Speaker, Joel Naroff to
      discuss the economy, lending and M&A markets
         Davio's Northern Italian Steakhouse, Philadelphia, PA
            Contact: http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Webinar "Second Lien Financing or Investing: Are
      There Opportunities for You?"
         TMA HQ, Chicago, IL
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program - Cost Containment Strategies
         St. Louis, MO
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Cocktail Reception Honoring the
      Bankruptcy Benches of the Southern &
      Eastern Districts of New York and New Jersey
      Association of the Bar of the City of New York
         New York, NY
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 15-16, 2006
   EUROMONEY INSTITUTIONAL INVESTOR
      Asia Capital Markets Forum
         Island Shangri-La, Hong Kong
            Contact: http://www.euromoneyplc.com/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, WA
            Contact: 403-294-4954 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Life in the Bankruptcy Court with BAPCPA,
      A View from The Bench
         Oxford Hotel, Denver, CO
            Contact: http://www.turnaround.org/

November 16-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      8th Annual West Distressed Debt Investing Forum
         Venetian Resort Hotel Casino, Las Vegas, NV
            Contact: http://www.srinstitute.com

November 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Harry Nolan, Author of
         Airline without a Pilot - Lessons in Leadership
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 23-24, 2006
   EUROMONEY CONFERENCES
      5th Annual China Conference
         China World Hotel
         Beijing, China
            Contact: http://www.euromoneyconferences.com/

November 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint TMA Florida/ACG Tampa Bay Luncheon
      Buying and Selling a Troubled Company
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, NJ
            Contact: http://www.turnaround.org/

November 30, 2006
   EUROMONEY CONFERENCES
      Euromoney/DIFC Annual Conference
      Managing superabundant liquidity
         Madinat Jumeirah, Dubai
            Contact: http://www.euromoneyconferences.com/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 5, 2006
   EUROMONEY CONFERENCES
      CFO Forum
         Hyatt Regency, Hangzhou, China
            Contact: http://www.euromoneyconferences.com/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Cash Management After The Storm:
      Near-Term Planning for Long-Term Business Success
         Sheraton, Metairie, LA
            Contact: http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

December 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA, AVF & CFA
         Georgia Aquarium, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lender's Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

January 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 17-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Wynn, Las Vegas, NV
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 25-27, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Hyatt Regency, Denver, CO
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
      Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or www.turnaround.org

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://www.airacira.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      BAPCPA One Year On: Lessons Learned and Outlook
         Contact: http://www.beardaudioconferences.com
                  240-629-3300

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation under the New
      Code
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Reverse Mergers-the New IPO?
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners and
      Litigators
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Contact: http://www.beardaudioconferences.com
         240-629-3300

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q. Salta,
Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and
Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***