TCR_Public/061012.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, October 12, 2006, Vol. 10, No. 243

                             Headlines

ACCELLENT INC: Moody's Assigns Loss-Given-Default Ratings
ACRO BUSINESS: Can Use M&I Bank Cash Collateral Until January 31
ADELPHIA COMMS: Files Further Changes to Plan of Reorganization
ADELPHIA COMMS: AEGIS Can Advance Up to $900,000 to Individuals
ADVANCED MEDICAL: Moody's Assigns Loss-Given-Default Ratings

ADVANCED MICRO: Planned ATI Merger Gets Clearance in Taiwan
AGA MEDICAL: Moody's Assigns Loss-Given-Default Ratings
AMERICAN MEDICAL: Moody's Assigns Loss-Given-Default Ratings
AMERICANA FOODS: CoolBrands' Units to File Involuntary Petition
AMKOR TECHNOLOGY: Form 10-Q Filing Prompts S&P to Upgrade Ratings

ANGIOTECH PHARMA: Moody's Assigns Loss-Given-Default Ratings
ANSATEL COMPANY: Case Summary & 39 Largest Unsecured Creditors
ARIZANT INC: Moody's Assigns Loss-Given-Default Ratings
ASARCO LLC: Committee Wants Asarco Inc.'s Lift Stay Motion Denied
ASARCO LLC: Court Okays Filing of Stock Sale Motion Under Seal

BALLY TOTAL: Moody's Assigns Loss-Given-Default Ratings
BIO-RAD LABORATORIES: Moody's Assigns Loss-Given-Default Ratings
BRADLEY PHARMA: Costa Brava Seeks Support for Three Board Nominees
CABLEVISION SYSTEMS: Dolan's Offer Prompts DBRS to Review Ratings
CABLEVISION SYSTEMS: Dolan's Offer Prompts S&P's Negative Watch

CADMUS COMMS: Moody's Holds 8.375% Sr. Subor. Notes' Rating at B1
CARDSYSTEMS SOLUTIONS: Taps Hecker & Muehlebach as Special Counsel
CENTRIX FINANCIAL: Hires Kurtzman Carson as Claims Agent
CENTRIX FINANCIAL: RAS to Serve as Chief Restructuring Officer
CHARMING SHOPPES: Moody's Assigns Loss-Given-Default Rating

CILCORP INC: Moody's Reviews Ba1 Rating and May Downgrade
COLLEEN INC: WT&P to Serve as Ch. 11 Trustee's Special Counsel
COMFORT WORLD: Case Summary & 20 Largest Unsecured Creditors
COMMONWEALTH EDISON: Moody's Reviews Ratings and May Downgrade
CONMED CORPORATION: Moody's Assigns Loss-Given-Default Ratings

CORNELL COS: Veritas Capital Merger Cues Moody's to Hold Ratings
CRICKET COMMS: Moody's Junks Senior Unsecured Note's Rating
CRICKET COMMS: S&P Rates Proposed $750 Million Sr. Notes at CCC
CROWN CASTLE: Buying Global Signal for $5.8 Billion
DADE BEHRING: Moody's Assigns Loss-Given-Default Ratings

DANA CORP: Court Okays Pact Resolving Intermet's Avoidance Action
DANA CORP: David Browning Withdraws Request Lifting Automatic Stay
DAVID MCALPINE: Voluntary Chapter 11 Case Summary
DELPHI CORP: Nears Pact with GM and Other Creditors on Workers Pay
DELUXE CORP: S&P Lowers Corp. Credit & Sr. Unsec. Ratings to BB-

ELECTRO CHEMICAL: Voluntary Chapter 11 Case Summary
FAITH VENTURES: Case Summary & Seven Largest Unsecured Creditors
FASSBERG CONSTRUCTION: Panel Wants Disclosure Statement Amended
FIRSTLINE CORP: Hires Morris Manning as Bankruptcy Counsel
FLEMING PACKAGING: Court Strikes D&O's Affirmative Defenses

FOAMEX INTERNATIONAL: Sells Tennessee Property for $1.1 Million
FOAMEX INTERNATIONAL: Wants PMC & GFC-East Settlement Pact Okayed
FORD MOTOR: Latch, Drivetrain Problems Spur Recall of 145,000 Cars
FORD MOTOR: Starting Buyout Offers Next Week
HCA INC: Offers to Purchase Five Outstanding Notes

HCS LYNCH: Case Summary & 21 Largest Unsecured Creditors
ILLINOIS POWER: Fitch Puts BB+ Issuer Default Rating on Neg. Watch
INCO LTD: Union Steelworkers Ratify Agreement with Voisey's Bay
INTERSTATE BAKERIES: Can Purchase Wachovia Equipment for $2.8 Mil.
INVERNESS MEDICAL: Moody's Assigns Loss-Given-Default Ratings

ISLE OF CAPRI: Stockholders' Meeting Set for October 26
ISLE OF CAPRI: Hayground Cove Buys 5.53% Equity Stake
JAMES DARR: Voluntary Chapter 11 Case Summary
KARA HOMES: Case Summary & 233 Largest Unsecured Creditors
KINETIC CONCEPTS: Moody's Assigns Loss-Given-Default Ratings

LA PALOMA: Weak Credit Profile Cues Moody's to Downgrade Ratings
LEGENDS GAMING: Gets $222 Million Financing from CIT Group
LONDON FOG: Asks Avalon for Aid in Possible Homestead Brand Sale
LONDON FOG: Taps Osborne Clarke as Counsel in England
MAGNOLIA ENERGY: Organizational Meeting Set at 11:00 a.m. Tomorrow

MERIDIAN AUTOMOTIVE: Wants Plan-Filing Period Extended to Dec. 31
MERIDIAN AUTOMOTIVE: Wants Until March 1 to Remove Civil Actions
MERIDIAN AUTOMOTIVE: Wants to Continue Employing Stegenga as CRO
MESABA AVIATION: Wants To Enter Into Credit Pact with LaSalle
MESABA AVIATION: Wants to Reject NO27XJ Aircraft Lease

MILLIPORE CORPORATION: Moody's Assigns Loss-Given-Default Ratings
MUSICLAND HOLDING: U.S. Trustee Opposes Disclosure Statement
MUSICLAND HOLDING: ACE Group & ESIS Balk at Disclosure Statement
NEOPLAN USA: U.S. Trustee Appoints Three-Member Creditors' Panel
NEOPLAN USA: Gets Court Approval to Hire Ballard Spahr as Counsel

NEW CENTURY: Voluntary Chapter 11 Case Summary
NEXSTAR FINANCE: High Debt Leverage Cues Moody's to Cut Ratings
OPTIGENEX INC: Incurs $1.3 Million Net Loss in Second Quarter
ORTHOFIX INT'L: Moody's Assigns Loss-Given-Default Ratings
OWENS CORNING: Court Approves Stipulation Between WCI & Exterior

PACIFIC GAS: High Court to Review Payment of Travelers' Legal Fees
PAL FAMILY: Case Summary & 14 Largest Unsecured Creditors
PEGASUS SATELLITE: Trust Allots $21.6 Million to Class 3A Claims
R.J. LEMMONS: Case Summary & 20 Largest Unsecured Creditors
REDPRAIRIE CORP: Moody's Assigns Loss-Given-Default Rating

RENT-A-CENTER: S&P Rates Proposed $1.325 Billion Facility at BB
RESORTS INTERNATIONAL: Weak Performance Cues S&P to Junk Rating
REYNOLDS & REYNOLDS: Moody's Assigns Loss-Given-Default Ratings
RICKY VLEET: Case Summary & 11 Largest Unsecured Creditors
SC OF OKALOOSA: Case Summary & 30 Largest Unsecured Creditors

SECURE COMPUTING: Moody's Assigns Loss-Given-Default Rating
SERENA SOFTWARE: Moody's Assigns Loss-Given-Default Rating
SHAW GROUP: Unit Prices JPY128.98 Billion Limited-Recourse Bonds
SOLUTIA INC: Ct. Issues Bridge Order Extending Plan-Filing Period
SOLUTIA INC: Inks Agreement with Datron and Anchor Metals

SOVEREIGN BANCORP: CEO Jay Sidhu Faces Board's Ouster Move
SPECIALTY FOODS: Files Amendment to Revolving Credit Agreement
SS&C TECHNOLOGIES: Moody's Assigns Loss-Given-Default Rating
STERIGENICS INT'L: Moody's Assigns Loss-Given-Default Ratings
STERIGENICS INT'L: Moody's Rates $320 Million Senior Loan at B2

STERIGENICS INT'L: S&P Rates $320 Million Sr. Facilities at B+
SYNIVERSE TECHNOLOGIES: Moody's Assigns Loss-Given-Default Rating
TARGUS GROUP: S&P Affirms B Rating & Revises Outlook to Negative
TELCORDIA TECHNOLOGIES: Moody's Assigns Loss-Given-Default Rating
TIME WARNER: Completes $700 Million Credit Facility for Subsidiary

TWO FUNNY: Voluntary Chapter 11 Case Summary
UGS CORP: Moody's Assigns Loss-Given-Default Rating
USA TECHNOLOGIES: Goldstein Golub Raises Going Concern Doubt
VENETO LLC: Inks $18,500,000 Financing Agreement with Vantage
VENETO LLC: Selects Stephen R. Wade as General Insolvency Counsel

WERNER LADDER: Wants Court to Set December 12 as Claims Bar Date
WERNER LADDER: Wants Plan-Filing Period Extended to January 19
WESTON NURSERIES: Has Until Nov. 3 to Solicit Acceptances of Plan
WINN-DIXIE: Wants Court to Approve Del Monte Stipulation
WINN-DIXIE: Wants Prepetition Supply Pact with Rexall Rejected

XYBERNAUT CORP: Court Approves Hurson as Special Counsel
XYBERNAUT CORP: Administrative Claims Bar Date Set for October 31

* AlixPartners Expands Electronic Discovery Services
* DJM Asset Changes Name to DJM Realty, Launches New Web Site

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

                             *********

ACCELLENT INC: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its B2 Corporate
Family Rating for Accellent 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
   ----------           -------  -------  ------   ----------

   Senior Secured
   Revolver                B2      Ba3     LGD2       29%

   Senior Secured
   Term Loan               B2      Ba3     LGD2       29%

   Senior Subordinated
   Notes                  Caa1    Caa1     LGD5       83%

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

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

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

Accellent Inc. -- http://www.accellent.com/-- provides
manufacturing and engineering services to the medical device
industry in the cardiology, endoscopy and orthopaedic markets.
Accellent has broad capabilities in design & engineering services,
precision component fabrication, finished device assembly and
complete supply chain management.


ACRO BUSINESS: Can Use M&I Bank Cash Collateral Until January 31
----------------------------------------------------------------
ACRO Business Finance Corp. obtained permission from the U.S.
Bankruptcy Court for the District of Minnesota for continued
use of the cash collateral securing repayment of its obligations
to M&I Marshall & Ilsley Bank, through Jan. 31, 2007.

In its request, as published in the Troubled Company Reporter on
Sept. 29, 2006, the Debtor said it will use the cash collateral to
pay for its operating expenses and fund the borrowing needs of its
customers.

The Debtor will use the cash collateral pursuant to a five-month
budget, a copy of which is available for free at:

               http://researcharchives.com/t/s?12a0

                        DIP Financing Need

The Debtor has been in discussions with several parties regarding
obtaining additional financing.

The Debtor said it has informed M&I Bank of the necessity to
arrange postpetition financing of up to $650,000, so it can have
sufficient working capital on hand and fund all of the anticipated
needs of its customers.

The Debtor intends to continue discussions with the Bank and with
other parties to arrange the loan.  The Debtor will file a
separate motion on the postpetition financing if M&I Bank consents
to its request.

In addition, the Debtor disclosed that it anticipates filing a
proposed disclosure statement and plan of reorganization by
Oct. 30, 2006.

Headquartered in Minneapolis, Minnesota, Acro Business Finance
Corp. provides financial services.  The Company filed for chapter
11 protection on July 12, 2006 (Bankr. D. Minn. Case No.
06-41364).  Clinton E. Cutler, Esq., and Cynthia A. Moyer, Esq.,
at Fredrikson & Byron, PA, represent the Debtor.  No Official
Committee of Unsecured Creditors has been appointed in this case.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.


ADELPHIA COMMS: Files Further Changes to Plan of Reorganization
---------------------------------------------------------------
Adelphia Communications Corporation filed a further modified draft
of its Fifth Amended Joint Chapter 11 Plan of Reorganization and a
plan support agreement amending the global settlement reached by
Adelphia, its Official Committee of Unsecured Creditors, as well
as several ad hoc committees and significant individual bond funds
with the U.S. Bankruptcy Court for the Southern District of New
York.  Adelphia expects to file a revised draft of the related
Second Disclosure Statement Supplement to its Fourth Amended
Disclosure Statement with the Bankruptcy Court that reflects the
modifications to the Fifth Amended Plan.

Adelphia and the Official Committee of Unsecured Creditors are
seeking an order of the Bankruptcy Court approving the revised
draft of the Disclosure Statement Supplement as containing
"adequate information" to enable Adelphia's Chapter 11 bankruptcy
creditors and equity holders to make an informed judgment about
the modified draft of the Fifth Amended Plan.  The Bankruptcy
Court commenced the hearing on the Disclosure Statement Supplement
on Sept. 12, 2006.  The hearing is currently scheduled to continue
on tomorrow, Oct. 13, 2006.

The modified draft of the Fifth Amended Plan reflects an
agreement, embodied in the Plan Support Agreement, to extend the
date by which the Fifth Amended Plan must be consummated on
Dec. 22, 2006 and to make certain modifications to the Fifth
Amended Plan.

Under the terms of the modified draft of the Fifth Amended Plan,
if the ACC Senior Notes Class accepts the modified draft of the
Fifth Amended Plan (or holders of ACC Senior Notes holding
specified amounts of ACC Senior Notes vote or are deemed to vote
in favor of the Plan), an additional $50 million of value (for a
total of up to approximately $1.13 billion) would be transferred
from the recoveries otherwise payable to the holders of Arahova
Notes to the creditors of Adelphia Communications, the parent
corporation, and the deemed value of the Class A common stock of
Time Warner Cable Inc. held by Adelphia would be increased to
$5.4 billion.  If the ACC Senior Notes Class does not accept the
modified draft of the Fifth Amended Plan (or vote or be deemed to
vote in the manner required in the modified draft Fifth Amended
Plan), the deemed value of Class A common stock of Time Warner
Cable Inc. held by Adelphia would be $5.1 billion.

The modified draft of the Fifth Amended Plan also provides for an
increase in the potential changes in the deemed value of the Time
Warner Cable stock as a result of the post-closing 60-day market
test from 15% to 20%.

Adelphia and the Official Committee of Unsecured Creditors remain
co-proponents of the modified draft of the Fifth Amended Plan.  In
addition, the two bank administrative agents with which
settlements have been reached will continue to be co-proponents of
the modified draft of the Fifth Amended Plan with respect to the
treatment of bank claims under the credit agreements for which
they are agents.

Adelphia's proposal and prosecution of confirmation of the
modified draft of the Fifth Amended Plan still is subject in all
respects to entry of an order approving the Disclosure Statement
Supplement, as well as Bankruptcy Court authorization for Adelphia
to propose and seek votes in respect of the modified draft of the
Fifth Amended Plan.

Absent entry of such an order and authorization, Adelphia's filing
of the modified draft of the Fifth Amended Plan shall not be
deemed to be a proposal by Adelphia or its subsidiaries with
respect to the proposed treatment of any claims against or equity
interests in Adelphia or its subsidiaries.  If this order is
entered and such authorization is granted, Adelphia, the Official
Committee of Unsecured Creditors and the relevant bank
administrative agents will begin the process of soliciting
creditors and equity holders to vote on the modified draft of the
Fifth Amended Plan.

The parties to the Plan Support Agreement, including the holders
of approximately $625 million principal amount of ACC Senior Notes
who previously were not parties to the initial global settlement,
have agreed, among other things, to vote in favor of the modified
draft of the Fifth Amended Plan and to not take any action
detrimental to the confirmation of the modified draft of the Fifth
Amended Plan.

A full-text copy of the modified Fifth Amended Reorganization Plan
is available for free at http://ResearchArchives.com/t/s?134f

A full-text copy of the Plan Support Agreement is available for
free at http://ResearchArchives.com/t/s?1350

                  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 COMMS: AEGIS Can Advance Up to $900,000 to Individuals
---------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York, permitted Associated Electric &
Gas Services Limited to advance an additional $300,000 for James
Rigas and $300,000 for Michael Rigas to cover Defense Costs
pursuant to the terms of the Agreement between the Rigases and
AEGIS.

                        Advances by AEGIS

The Court also permitted AEGIS to advance to Pete Metros, Erland
Kailbourne, Les Gelber and Dennis Coyle an additional $300,000
each for Defense Costs pursuant to the terms of the interim
funding agreements between AEGIS and those four individuals.

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: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its B1 Corporate
Family Rating for Advanced Medical Optics 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
   ----------           -------  -------  ------   ----------

   Senior secured
   revolving credit
   facility                B1      Ba1      LGD1        7%

   2.5% convertible
   senior subordinated
   notes                   B3       B2      LGD4       66%

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

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

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

Headquartered in Santa Ana, California, Advanced Medical Optics
-- http://www.amo-inc.com/-- develops, manufactures and markets
ophthalmic surgical and contact lens care products.  Sales for the
twelve months ended June 24, 2005 were approximately $921 million.


ADVANCED MICRO: Planned ATI Merger Gets Clearance in Taiwan
-----------------------------------------------------------
Advanced Micro Devices, Inc., and ATI Technologies Inc. disclosed
that the Fair Trade Commission of Taiwan has cleared the proposed
acquisition of ATI by AMD.

The proposed acquisition still remains subject to the approval of
ATI shareholders, court approval of the plan of arrangement,
approval by the Minister of Industry under the Investment Canada
Act and other customary closing conditions.  Subject to
satisfaction or waiver of these conditions, the transaction is
expected to be completed prior to the end of October 2006.

As reported in the Troubled Company Reporter on July 25, 2006, the
transaction is valued at approximately $5.4 billion.  The
combination will create a processing powerhouse by bringing AMD's
technology leadership in microprocessors together with ATI's
strengths in graphics, chipsets and consumer electronics.

                          About ATI

ATI Technologies Inc. designs and manufactures 3D graphics, PC
platform technologies and digital media silicon solutions.  With
fiscal 2005 revenues of $2.2 billion, ATI has approximately 4,000
employees in the Americas, Europe and Asia.

                          About AMD

Based in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE:
AMD) -- http://www.amd.com/-- provides microprocessor solutions
for computing, communications and consumer electronics markets.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on AMD.  The rating agency also assigned its 'BB-'
bank loan rating, one notch above the corporate credit rating, and
a '1' recovery rating to the company's proposed $2.5 billion
senior secured term loan, to be used as partial funding of the
acquisition.  S&P further raised its rating on the company's $600
million ($390 million outstanding) senior notes to 'B+' from  'B'.

At the same time, Moody's Investors Service assigned a Ba3 rating
to AMD's $2.5 billion senior secured bank facility while
confirming the Ba3 corporate family rating and Ba3 rating on the
company's $390 million senior notes due 2012.  The ratings reflect
both the overall probability of default of the company, to which
Moody's assigns a PDR of Ba3, and a loss given default of LGD3 for
both the new bank facility and the $390 million senior notes both
of which will share the same collateral and security package.


AGA MEDICAL: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its B2 Corporate
Family Rating for AGA Medical Corporation.  Additionally, Moody's
revised its probability-of-default ratings and assigned loss-
given-default ratings on these loans and bond debt obligations:

                           Projected

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

   Senior secured
   revolving credit
   facility                B2       B1      LGD3      42%

   Senior secured
   term loan               B2       B1      LGD3      42%

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%).

AGA Medical, based in Golden Valley, Minnesota, designs, develops
and manufactures occlusion devices to treat congenital heart
defects.  Revenues in 2005 were approximately $98 million.


AMERICAN MEDICAL: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its B1 Corporate
Family Rating for American Medical Systems 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
   ----------           -------  -------  ------   ----------

   Senior Secured
   Revolver due 2012      Ba3      Ba2     LGD2        22%

   Senior Secured
   Term Loan B
   due 2012               Ba3      Ba2     LGD2        22%

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

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

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

American Medical -- http://www.americanmedicalsystems.com/ --  
develops and delivers pelvic health products for both men and
women.


AMERICANA FOODS: CoolBrands' Units to File Involuntary Petition
---------------------------------------------------------------
CoolBrands International Inc. disclosed that the lenders to
Americana Foods, L.P., CoolBrands' 50.1% owned joint venture
facility based in Dallas, Texas, have advised Americana that, on
account of the existing defaults under its credit facilities, the
lenders are no longer willing to lend funds to Americana and have
demanded full and immediate repayment of all of the Company's
borrowings from the lenders.  CoolBrands has authorized its
subsidiaries to file an involuntary petition under the Bankruptcy
Code against Americana.

This filing does not relate to CoolBrands or any of its other
subsidiaries.  CoolBrands continues to work with its lenders to
address matters with respect to its credit facilities.

CoolBrands also reported, as an unrelated matter, that Frank
Orfanello has resigned as Executive Vice President of CoolBrands,
but has agreed to continue over the next several months in a
consulting capacity to perform various functions for CoolBrands
that he was performing prior to his resignation.

                  About CoolBrands International

CoolBrands International Inc. (TSX: COB.A) markets a broad range
of ice creams and frozen snacks under a family of brands,
including Eskimo Pie(R), Godiva(R) Ice Cream, Whole Fruit(TM)
Sorbet, Snapple(R) On Ice Pops, Tropicana(R) Fruit Bars, No
Pudge!(TM) Frozen Snacks, Crayola(R) Color Pops, Yoplait(R) Frozen
Yogurt and many other well recognized brand names. CoolBrands also
markets fresh yogurt products, including Breyers(R) Fruit on the
Bottom, Probiotics Plus Light and Creme Savers(R) cup yogurt
varieties.  CoolBrands operates a "direct store door" (DSD) frozen
distribution system in selected markets in the U.S. to deliver
CoolBrands products and Partner Brands to supermarkets,
convenience stores and other retail customers.

                       About Americana Foods

Americana Foods, L.P., CoolBrands' subsidiary, manufactures soft
serve mixes, packaged ice cream, frozen snacks and other food
products for CoolBrands and for well known national retailers,
food companies and restaurant chains.  CoolBrands' Foodservice
Division manufactures and sells premium soft serve ice cream and
frozen yogurt to the foodservice industry.  Eskimo Pie and Whole
Fruit are trademarks of CoolBrands, all other marks are used under
license.


AMKOR TECHNOLOGY: Form 10-Q Filing Prompts S&P to Upgrade Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
Chandler, Arizona-based Amkor Technology, Inc., from CreditWatch,
where they were placed developing implications on Aug. 15, 2006,
and upgraded the corporate credit and senior secured ratings to
'B-'.  The outlook is positive.

The ratings for Amkor's senior unsecured and subordinated debt
also were raised, to 'CCC+' and 'CCC', respectively.

"The ratings actions follow the company's filing of its delayed
10-Q for June 2006, thereby eliminating any potential creditor
actions because of delayed financial statements," said Standard &
Poor's credit analyst Lucy Patricola.

The company is in full compliance with all terms of its debt
obligations.  Additionally, the company has concluded its special
investigation into its stock option practices.  The results of the
investigation consist of a cumulative restatement of net income of
about $100 million, from 1998 to the present, primarily on
improper measurement dates for annual stock option grants.  The
restatements are noncash in nature.

The ratings on Amkor reflect challenging industry characteristics,
including high operating and financial leverage and highly
cyclical cash flow and profitability.  These factors are only
partly offset by the company's strong market position and
improving operational trends.

Amkor is a leading independent provider of outsourced packaging
and testing services to semiconductor makers.  Sales for the 12
months ended June 2006 were $2.5 billion, and total lease-adjusted
debt was $2.1 billion.

Revenues for the June quarter grew by 40% over the year-earlier
period, with the EBITDA margin at 24%, up from 10% one year
earlier, continuing a six-quarter trend of expanding sales and
margins.

Stronger operational performance was driven by an improving mix of
advanced packaging products, good unit demand, and high capacity
utilization.  The outsourced assembly and test industry is
collectively restraining capacity expansion and as a result,
industry-wide capacity constraints are resulting in firm pricing.


ANGIOTECH PHARMA: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its Ba3 Corporate
Family Rating for Angiotech Pharmaceuticals 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
   ----------           -------  -------  ------   ----------

   Senior Secured
   Revolver due 2011      Ba3      Ba1     LGD2        27%

   Senior Secured
   Term Loan B
   due 2013               Ba3      Ba1     LGD2        27%

   Senior Subordinated
   Notes due 2014          B2       B2     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%).

Angiotech Pharmaceuticals, Inc. -- http://www.angiotech.com/--  
develops products based on paclitaxel, the anticancer drug
developed in the 1960s.  Its PAXCEED drug aims to take advantage
of paclitaxel's anti-inflammatory properties to treat rheumatoid
arthritis, multiple sclerosis, and psoriasis.  It is also
developing surgical products coated with paclitaxel, which will
help prevent restenosis (scarring) after vascular, ophthalmic, and
other kinds of surgery.  The Company's revenue comes from license,
option and research fees.  It partners with firms like Boston
Scientific and Cook.  Chairman and CEO William Hunter founded the
Company in 1992.


ANSATEL COMPANY: Case Summary & 39 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Ansatel Company, Inc.
             dba Ansercomm
             205 Chester Avenue
             Moorestown, NJ 08057

Bankruptcy Case No.: 06-19775

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                       Case No.
      ------                                       --------
      AAA Executive Communication Services, Inc.   06-19777
      Philadelphia Telephone Answering Service,    06-19778
      Co., Inc.

Type of Business: The Debtor sells telecommunications products and
                  systems.  See http://www.answercomm.com/

Chapter 11 Petition Date: October 10, 2006

Court: District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Arthur Abramowitz, Esq.
                  Cozen O'Connor
                  Libertyview Building, Suite 300
                  457 Haddonfield Road
                  Cherry Hill, NJ 08002
                  Tel: (856) 910-5000

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Ansatel Company, Inc.        $500,000 to        $1 Million to
                             $1 Million         $10 Million
AAA Executive Communication  $0 to $50,000      $0 to $50,000
   Services, Inc.
Philadelphia Telephone       $0 to $50,000      $0 to $50,000
   Answering Service, Co.,
   Inc.

A. Ansatel Company, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sprint                                                  $800,000
Attn: Scott Anderson, Esq.
Sprint Corporate Office
6450 Sprint Parkway
Overland Park, KS 66251

Verizon Wireless                                        $420,000
P.O. Box 17120
Tucson, AZ 85731

Yellow Book USA                                         $230,000
2560 Renaissance Blvd.
King Of Prussia, PA 19406

U.S. Lec Corp.                                          $187,085
P.O. Box 601310
Charlotte, NC 28260

MCI                                                     $135,064
P.O. Box 371392
Pittsburgh, PA 15250

Cingular Wireless             Accts: 33037540;           $87,263
P.O. Box 30523                98165838;
Tampa, FL 33630               51177135

Metrocall                                                $85,106
523 Fellowship Road
Mount Laurel, NJ 08054

Broadwing (Focal)             Accts: 811147;             $82,562
1122 Capital of Texas         849438; 811775
Highway South
Austin, TX 78746

Verizon Cabs                  Accts:                     $64,658
P.O. Box 37205                609 M55-0030 200
Baltimore, MD 21297           856 M55-0187 201
                              856 M55-0838 454
                              856 M55-0683 663

PaeTec Communications                                    $26,879
One Paetec Plaza
600 Willowbrook Office Park
Fairport, NY 14450

MetTel                                                   $16,683
P.O. Box 1056
New York, NY 10268

Looking Glass                                            $15,699
P.O. Box 910776
Dallas, TX 75391

Vartec (EMeritus)                                        $14,613
P.O. Box 650582
Dallas, TX 75265

WorldNet Consulting                                       $8,112
Services
16 Carey Circle
Burlington, NJ 08016

Opex Communications                                       $6,004
P.O. Box 94027
Palatine, IL 60094

Gene Tech Computer                                        $5,491
Services
402 Edgemoor Drive
Moorestown, NJ 08057

Arch Wireless                 Accts 0459266-3;            $4,282
P.O. Box 660770               0459260-6;
Dallas, TX 75266              0536052-4;
                              2301964-9;
                              0459577-3

Verizon                       Accts:                      $4,050
P.O. Box 4833                 85634410051775Y
Trenton, NJ 08650             201Z07226437443Y
                              732442955021042Y
                              856667700032635Y
                              732442764744149Y
                              609267780030151Y
                              732324440730363Y

Richard Becker & Associates                               $3,298
7128 Fairfax Road
Bethesda, MD 20814

Amtelco                                                   $2,530
4800 Curtin Drive
Mc Farland, WI 53558

B. AAA Executive Communication Services, Inc.'s 12 Largest
Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Supra Telecom                                $1,430
P.O. Box 278410
Miramar, FL 33027

Priority Beepers To Go                         $952
9265 SW 40th Street
Miami, FL 33165

Bell South                                     $934
William Allen P.A.
P.O. Box 17208
Charlotte, NC 28270

Florida Power & Light                          $860
P.O. Box 025576
Miami, FL 33102

MIDA Commons                                   $543
42 Bayview Ave.
P.O. Box 4200
Manhasset, NY 11030

UPS                                            $330
P.O. Box 7247
Philadelphia, PA 19170

TECO Peoples Gas                                $25
P.O. Box 31017
Tampa, FL 33631

Mann & Wolf, LLP                                $24
Attorneys at Law
4300 N. University Drive
Suite C203
Fort Lauderdale, FL 33351

Arch Wireless                               Unknown
P.O. Box 660770
Dallas, TX 75266

Broadwing (Focal)                           Unknown
1122 Capital of Texas
Highway South
Austin, TX 78746

DuBois, Sheehan, Hamilton & Levin           Unknown
Attn: Fred Levin, Esq.
411 Route 70 East
Cherry Hill, NJ 08034

Metrocall                                   Unknown
P.O. Box 660770
Dallas, TX 75266

C. Ansatel Company, Inc.'s 7 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Kamson MgtGrand Plaza, LLC                               $38,333
270 Sylvan Avenue
Englewood Cliffs, NJ 07632

Verizon                       Accts:                      $1,136
P.O. Box 8585                 610374216188756Y
Philadelphia, PA 19101        215197646099908Y
                              215677130086578Y
                              215604105882120Y

Verizon                       Accts:                        $893
P.O. Box 28000                717-854-7250
Lehigh Valley, PA 18002       717-854-7250-227-
                              70Y

PECO                                                        $258
2301 Market Street
Philadelphia, PA 19101

E.S. Vile & Son                                              $85
P.O. Box L365
Langhorne, PA 19047

DuBois, Sheehan, Hamilton                                Unknown
& Levin
Attn: Fred Levin, Esq.
411 Route 70 East
Cherry Hill, NJ 08034

Metrocal                                                 Unknown
P.O. Box 660770
Dallas, TX 75266


ARIZANT INC: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency downgrade its B2 Corporate
Family Rating for Arizant Inc to B3.  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
   ----------           -------  -------  ------   ----------

   Senior secured
   revolving credit
   facility due 2009       B2       B2     LGD3        35%

   Senior secured
   term loan due 2010      B2       B2     LGD3        35%

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 Minneapolis, Minnesota, Arizant Inc.
-- http://www.augustinemedical.com/-- manufactures
perioperative temperature management products.  Its three
product lines include disposable warming blankets used during
surgery, fluid warming devices, and disposable hospital warming
gowns.  The company generates largely recurring revenue because
disposable products, which account for more than 90% of its sales,
are used with its growing installed base of fixed
warming units.


ASARCO LLC: Committee Wants Asarco Inc.'s Lift Stay Motion Denied
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of ASARCO LLC asks
the U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi to deny Asarco Inc.'s request.

The Official Committee of Unsecured Creditors for ASARCO LLC
points out that Asarco Incorporated seeks authority to examine
ASARCO on any number of financial and operational issues which
are, and remain, confidential in today's competitive business
environment.

The fact that the Lift Stay Motion was brought by a party
controlled by Americas Mining Corporation and Grupo Mexico S.A.
de. C.V. makes the relief all the more inappropriate, Derek J.
Baker, Esq., at Reed Smith, LLP, in Pittsburgh, Pennsylvania,
argues.

Mr. Baker points out that ASARCO LLC, together with its
Creditors' Committee, the Creditors' Committee for the Asbestos
Subsidiary Debtors and the future claims representative have been
investigating various claims and causes of action against Grupo
Mexico and AMC.  The investigation involves a review of
intercompany transactions, issues relating to the exercise of
control over operational issues at ASARCO LLC, and whether Grupo
Mexico utilized its position of influence over ASARCO LLC to
otherwise benefit its holdings in other companies, most notably
Southern Copper Corporation, formerly known as Southern Peru
Copper Corporation.

Thus, allowing Asarco Inc. access to ASARCO LLC's operations now
would undermine the investigation ASARCO LLC is currently
undertaking, Mr. Baker asserts.

The ASARCO Committee maintains that ASARCO LLC has already
provided the information necessary for Asarco Inc. to complete
the consolidated tax returns.

The ASARCO Committee supports ASARCO LLC's assertions that
providing Grupo Mexico access to the confidential financial and
operational information would result in a serious altering of the
playing field for all parties-in-interest in the Debtors' Chapter
11 cases.  Also, allowing Grupo Mexico access to the confidential
information will simply neuter the protections sought vigorously
by the ASARCO Committee in connection the Corporate Governance
Stipulation, Mr. Baker argues.

Furthermore, as Grupo Mexico owns and controls holdings in
entities that are ASARCO LLC's direct competitors in the world
market, allowing Asarco Inc. access to all of ASARCO LLC's
financial and operational information could be used to its
competitive disadvantage, Mr. Baker contends.

                     Asarco Inc. Talks Back

Charles A. Beckham, Jr., Esq., at Haynes & Boon, LLP, in Houston,
Texas, contends maintains that denial of access to the tax,
financial and operational data of ASARCO LLC works a substantial
harm to Asarco, Inc.

Mr. Beckham points out that not one of the Objectors -- ASARCO
LLC, the Creditors' Committee of both ASARCO and the Asbestos
Subsidiary Debtors, the Future Claims Representative and the
United Steelworkers -- addresses the merits of Asarco Inc.'s
argument that under Delaware law and the LLC Agreement, it is
entitled access to information necessary for it to protect its
investment.

Asarco, Inc., has been irreparably harmed by the continued
imposition of the automatic stay, Mr. Beckham asserts.  "It
prevents Asarco, Inc., from exercising its state law rights."

ASARCO LLC has stated that it is laying the basis for a plan of
reorganization and is negotiating with key constituencies.
However, those key constituencies have no incentive to protect
Asarco, Inc.'s equity investment, and thus have every reason to
maximize claims and minimize equity value, Mr. Beckham avers.

"In this highly unusual solvent debtor situation, the equity is
the sole party-in-interest denied not only a seat at the
negotiation table, but any means to monitor the negotiations that
may profoundly affect its potentially very valuable interests,"
Mr. Beckham says.

"Only if Asarco, Inc., is permitted access to meaningful, current
financial and operational data can it take the steps necessary to
protect its interest," Mr. Beckham emphasizes.

Asarco, Inc., informs the Court that the only tax information
that ASARCO LLC shared was the historical data necessary to
complete the consolidated tax return for 2005.  Mr. Beckham avers
that it is almost 2007, and the information necessary for Asarco,
Inc., to ensure that the correct amount of estimated and actual
taxes for 2006 and 2007 are being paid has not been provided.

The Debtors have asserted that they lack the staff to do more tax
work, Mr. Beckham notes.  That is all the more reason that
Asarco, Inc., should be permitted access to the data to enable
it, at its own expense, to determine the correct amount of taxes
accruing, Mr. Beckham asserts.

Asarco, Inc., maintains that unless the Debtors agree to start
providing the necessary information voluntarily, it has
demonstrated that cause exists for lifting the automatic stay to
permit it to commence an action in Delaware Chancery Court.

Mr. Beckham tells Judge Schmidt that ASARCO LLC is providing
complete operational and financial data to the Asbestos Committee
with which it is engaged in active litigation, and yet denies
Asarco, Inc. -- the 100% equity owner against which litigation is
merely threatened -- the same information.

The Objectors have alleged that Americas Mining Corporation,
owner of Asarco, Inc., may misuse the information Asarco, Inc.,
is seeking to benefit Southern Copper Corporation to the Debtors'
detriment.  Mr. Beckham contends that none of the Objectors has
even attempted to suggest a reason why AMC would prefer one of
its investments over another and try to damage its interest in
ASARCO, which the Debtors' own Monthly Operating Report
demonstrates has a book value of more than $430,000,000.

Mr. Beckham argues that the Objectors have not presented the
Court with any single item of evidence suggesting that Southern
Copper and ASARCO LLC are competitors.  While Southern Copper has
mining and exploration activities in Chile, Mexico and Peru,
ASARCO operates mines and smelting facilities in Arizona,
Colorado, Tennessee and Texas, Mr. Beckham elaborates.

In contrast, The Doe Run Company, one of the members of ASARCO
LLC's Creditors Committee, is a direct competitor of ASARCO LLC.
Similarly, the United Steelworkers, another member of the
committee and one of the Objectors, is actively engaged in
collective bargaining negotiations with ASARCO in which the
potential to misuse the financial and operational data it
receives as a member of the committee is tremendous, Mr. Beckham
informs the Court.  "Yet these parties are given the benefit of
the doubt and are provided with the exact information Asarco,
Inc., is seeking on the assumption that any abuse of the
information they receive will be brought before the Court," Mr.
Beckham says.

The Objectors have further asserted that the December 2005
Corporate Governance Stipulation has somehow eliminated Asarco,
Inc.'s right to seek any information.  Mr. Beckham argues that
the Stipulation has made only limited changes to the owner's
rights under ASARCO's LLC Agreement to replace the independent
directors.  Nothing in the Stipulation addressed Asarco, Inc.'s
right to access necessary information to which it is entitled
under both the applicable non-bankruptcy law and the LLC
Agreement.

Accordingly, Asarco, Inc., asks the Court to overrule all
objections to its request.

                         About ASARCO LLC

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

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

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


ASARCO LLC: Court Okays Filing of Stock Sale Motion Under Seal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi authorized ASARCO LLC to file its motion to sell
shares of stock and open a brokerage account under seal.

As reported in the Troubled Company Reporter on Sept. 25, 2006,
ASARCO owns shares of stock in certain publicly traded companies.
ASARCO has decided to sell its shares of stock.  To effect the
sale, ASARCO will open a brokerage account solely for the purpose
of the sale.

ASARCO wished to avoid any detrimental impact on the stock market
that may result from the sale of its shares of the stock, which
would reduce the value of the assets, and therefore the amount
that it will realize from the stock sales.

ASARCO asked the Court to protect the commercial impact of the
information by authorizing it to file the Stock Sale Motion under
seal.

                         About ASARCO LLC

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

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

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


BALLY TOTAL: 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 Consumer Services sector, the rating agency
confirmed its Caa1 Corporate Family Rating for Bally Total
Fitness Holding Corp.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   US$100 million
   Secured Revolver
   due 2008               B3       B1     LGD1        8%

   US$136 million
   Secured Term Loan
   due 2009               B3       B1     LGD1        8%

   US$235 million
   10.5% Senior
   Unsecured Notes
   due 2011              Caa1     Caa1    LGD3       48%

   US$300 million
   9.875% Senior
   Subordinated
   Notes due 2007         Ca      Caa3    LGD5       87%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss that 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%).

Bally Total Fitness Holding Corp. -- http://www.Ballyfitness.com/
-- is a commercial operator of fitness centers, with over 400
facilities located in 29 states, Mexico, Canada, Korea, the
Caribbean, and China under the Bally Total Fitness, Bally Sports
Clubs and Sports Clubs of Canada brands.


BIO-RAD LABORATORIES: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its Ba2 Corporate
Family Rating for Bio-Rad Laboratories 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
   ----------           -------  -------  ------   ----------

   6.125% Senior
   Unsecured
   Subordinated Notes      Ba3      Ba3     LGD4       67%

   7.5% Senior
   Unsecured Subor.
   Notes                   Ba3      Ba3     LGD4       67%

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%).

Bio-Rad Laboratories, Inc. (AMEX: BIO) (AMEX: BIOb)
-- http://www.bio-rad.com/-- manufactures and distributes life
science research products and clinical diagnostics.  Based in
Hercules, California, Bio-Rad serves more than 70,000 research and
industry customers worldwide through a network of more than 30
wholly owned subsidiary offices.


BRADLEY PHARMA: Costa Brava Seeks Support for Three Board Nominees
------------------------------------------------------------------
Costa Brava Partnership III L.P. has released an open letter
addressed to shareholders of Bradley Pharmaceuticals, Inc.,
soliciting support for its nominees to the Company's Board of
Directors.

Costa Brava Partnership III L.P. says that it is the largest
holder of the outstanding common stock of the Company and that a
pattern of poor corporate governance at the Company led it to
nominate three candidates for the Company's Board of Directors.
Costa Brava tells the Company's shareholders that it is not asking
for control but for a voice for all public shareholders to insist
on change and help the Company maximize shareholder value.

Costa Brava also tells the Company's shareholders that its
nominees are Douglas E. Linton, John S. Ross and Seth W. Hamot,
are truly independent and have no financial interest in the
Company other than holdings of the Company's shares.

Costa Brava also says that it has mailed the Company's
stockholders a copy of its Definitive Proxy Statement filed with
the Securities and Exchange Commission on Sept. 29, 2006 and a
blue proxy card that can be used to elect its independent director
nominees.

Shareholders with questions about Costa Brava's campaign may call
its proxy solicitors, MacKenzie Partners, Inc., Toll-Free at
800-322-2885 or 212-929-5500 (call collect).

A full text-copy of Costa Brava's open letter may be viewed at no
charge at http://ResearchArchives.com/t/s?133e

                      About Costa Brava

Costa Brava Partnership III L.P., which often invests in the debt
and equity of companies with troubled capital structures, is
managed by Roark, Rearden & Hamot Capital Management, LLC, an
Institutional Investment Manager.

                 About Bradley Pharmaceuticals

Based in Fairfield, New Jersey, Bradley Pharmaceuticals, Inc.
(NYSE: BDY) -- http://www.bradpharm.com/-- was founded in 1985 as
a specialty pharmaceutical company marketing to niche physician
specialties in the U.S. and 38 international markets.  Bradley's
success is based on the strategy of Acquire, Enhance and Grow.
Bradley Acquires non-strategic brands, Enhances these brands with
line extensions and improved formulations and Grows the products
through promotion, advertising and selling activities to optimize
life cycle management.  Bradley Pharmaceuticals is comprised of
Doak Dermatologics, specializing in topical therapies for
dermatology and podiatry, and Kenwood Therapeutics, providing
gastroenterology, respiratory and other internal medicine brands.


CABLEVISION SYSTEMS: Dolan's Offer Prompts DBRS to Review Ratings
-----------------------------------------------------------------
Dominion Bond Rating Service placed the ratings of Cablevision
Systems Corporation and its wholly owned subsidiary, CSC Holdings,
Inc., rated B (low) and BB (low)/B (high), respectively, Under
Review with Negative Implications after the Dolan family that
controls 74% of the Company's voting shares issued an offer to
privatize the Company with a cash proposal to acquire the entire
public float for approximately $6 billion.

DBRS notes that the Dolans' $27 per share cash offer, if accepted
by the Company's special transaction committee, would add
significant leverage of roughly $6 billion to the Company's
balance sheet and take gross debt-to-EBITDA for the group from
just under 7 times to over 10 times.  At this level, leverage
would be excessive for any cable operator.

As part of its review, DBRS will focus on the following four
factors: Firs, the special transaction committee's review and
acceptance of this proposal and whether this offer appropriately
values the public shareholders.  Second, the structuring of the
Dolans' equity commitment and the debt financing that would be
used to undertake this proposal.  Third, the impact that this
proposal will have on the Company's cable business, as despite the
additional operating flexibility gained from being a private
company, this transaction will put the Company in a negative free
cash flow position.  Fourth, whether the Company is or would
consider selling any non-core assets to help to reduce debt
levels.


CABLEVISION SYSTEMS: Dolan's Offer Prompts S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its long-term ratings
for Bethpage, New York-based cable TV operator Cablevision Systems
Corp. and related entities on CreditWatch with negative
implications, including the 'BB' corporate credit rating.

In addition, Standard & Poor's also placed the 'B-1' short-term
rating on Cablevision on CreditWatch Negative.  However, the
rating agency's '1' recovery rating on the bank loan at unit
Rainbow National Services LLC and '2' recovery rating on
intermediate holding company CSC Holdings Inc.'s bank loan are
not on CreditWatch.

These actions follow the announcement that the Dolan Family Group,
which has a 22.5% economic and 74% voting share of Cablevision,
has proposed to acquire the public shares of Cablevision for $27
per share, which equates to about $6 billion.  Assuming a fully
debt-financed cash buyout of the public investors, total debt
would be about $18 billion.

"The CreditWatch reflects the potential significant degradation of
credit measures if the transaction were to be significantly debt-
financed," said Standard & Poor's credit analyst Catherine
Cosentino.

Standard & Poor's notes that if the current Dolan Family Group
proposal were to be 100% debt-financed, debt to EBITDA would be
nearly 10x vs. the mid-6x area that it currently expects for 2006.
Such credit deterioration could result in a downgrade of the 'BB'
corporate credit rating to the single 'B' category.

Cablevision indicated in an 8-K filed on Oct. 10 that its board of
directors appointed a special transaction committee to evaluate
the proposal from the Dolan Family Group and would respond in a
timely manner.  Standard & Poor's will monitor developments and,
if the proposal as currently structured is accepted, examine the
manner in which it is financed to assess the impact on credit
quality.

The Dolan family's prior attempt to buy out public shareholders
was rebuffed by the board, although a special $3 billion dividend
was subsequently instituted.  If the board does not accept the
current offer as structured, there is a range of alternatives that
may be pursued by Cablevision that could have varying impacts on
its overall creditworthiness.


CADMUS COMMS: Moody's Holds 8.375% Sr. Subor. Notes' Rating at B1
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family rating
of Cadmus Communications Corporation and all other Cadmus ratings.
The company's credit metrics remain weak for its rating following
poor execution of a costly equipment upgrade and plant
consolidation, which pressured margins and resulted in greater
than expected cash consumption for its fiscal year ended June 30,
2006.  Moody's anticipates, however, that Cadmus credit metrics
will return to levels more appropriate for its Ba3 corporate
family rating over the next year.  The outlook remains stable,
notwithstanding the rating's weak position.

Affirmed ratings:

Cadmus Communications Corporation

   * Ba3 Corporate Family Rating
   * Ba3 Probability of Default Rating
   * B1 rating on 8.375% senior subordinated notes due 2014

The Ba3 corporate family rating reflects high financial risk,
operations in a competitive, mature industry with excess capacity,
lack of scale, and some execution risk.  The stable base of
scientific, technical and medical customers and high customer
retention support the ratings.  The Ba3 corporate family rating
also incorporates expectations for a return to credit metrics more
appropriate for the rating.

Cadmus faces high financial risk, including high leverage
aggravated by modest margins.  Restructuring charges and poor
execution of a plant consolidation pressured cash flow, and the
company's EBITDA margin fell to 10% during fiscal year 2006,
resulting in leverage over 6 times debt-to-EBITDA.

The stable outlook assumes material margin improvement to the
13% to 14% range and positive free cash flow.  Moody's expects the
combination of EBITDA growth and repayment of debt with positive
free cash flow to result in a decline in leverage to the low to
mid 4 times range.  Inability to generate positive free cash flow
in fiscal year 2007 and leverage remaining in the high 4 times
range or above for fiscal year 2007 could pressure the rating
down. Upward ratings momentum is highly unlikely.

Headquartered in Richmond, Virginia, Cadmus Communications
Corporation provides end-to-end integrated graphic communications
and content processing services to professional publishers,
not-for-profit societies, and corporations.  Its annual revenue is
approximately $450 million.


CARDSYSTEMS SOLUTIONS: Taps Hecker & Muehlebach as Special Counsel
------------------------------------------------------------------
Cardsystems Solutions, Inc., asks the U.S. Bankruptcy Court for
the District of Arizona for permission to employ Hecker &
Muehlebach, PLLC, as its special securities counsel.

Hecker & Muehlebach will provide consultation and advice the
Debtor as to SEC regulations as they relate to:

    * the Debtor's holding of stock in Solidus Networks, Inc.,
      dba PayByTouch;

    * the Debtor's need to register as an investment company or
      whether the estate is exempt from registration; and

    * any other securities issues that may arise in the course of
      the Debtor's case.

The firm's professionals bill:

       Professional                Hourly Name
       ------------                -----------
       Lawrence M. Hecker, Esq.       $300
       Janis Gallego, Esq.            $150

To the best of the Debtor's knowledge, Hecker & Muehlebach does
not hold any interest adverse to the Debtor or its estate.

Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc.
-- http://www.cardsystems.com/-- was acquired by Pay By Touch
Payment Solutions, LLC -- http://www.paybytouch.com/-- a
biometric authentication, loyalty, membership, payment and other
electronic transaction solutions provider.  The Company filed for
bankruptcy protection on May 12, 2006 (Bankr. D. Ariz. Case No.
06-00515).  Frederick J. Petersen, Esq., Michael McGrath, Esq.,
and Lowell Rothschild, Esq., at Mesch, Clark & Rothschild, P.C.,
represent the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  When the Debtor filed for bankruptcy protection,
it disclosed assets amounting to $13,087,515 and debts totaling
$23,860,343.


CENTRIX FINANCIAL: Hires Kurtzman Carson as Claims Agent
--------------------------------------------------------
The Honorable Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada authorized Centrix Financial LLC and its
debtor-affiliates to employ Kurtzman Carson Consultants LLC as
their claims, noticing and solicitation agent.

Judge Zive permits KCC to:

     a) prepare and serve required notices in the Debtors' Chapter
        11 cases, including:

            * a notice of the commencement of the Debtor's Chapter
              11 cases and the initial meeting of creditors under
              section 341(a) of the Bankruptcy Code;

            * a notice of the claims bar date;

            * notices of objections to claims;

            * notices of any hearings on a disclosure statement
              and confirmation of a plan of reorganization; and

            * other miscellaneous notices as the Debtors or the
              Court may deem necessary or appropriate for an
              orderly administration of the Debtors' Chapter 11
              cases

     b) prepare for filing with the Clerk's Office, within five
        business days after the service of a particular notice, a
        certificate or affidavit of service that includes a copy
        of the notice served, an alphabetical list of persons on
        whom the notice was served, along with their addresses,
        and the date and manner of service;

     c) maintain copies of all proofs of claim and proofs of
        interest filed in the Debtors' cases;

     d) maintain official claims registers in these cases by
        docketing all proofs of claim and proofs of interest in a
        claims database that includes these information:

           * the name and address of the claimant or interest
             holder and any agent thereof, if the proof of claim
             or proof of interest was filed by an agent;

           * the date the proof of claim or proof of interest was
             received by the Claims, Noticing and Solicitation
             Agent or the Court;

           * the claim number assigned to the proof of claim or
             proof of interest; and

           * the asserted amount and classification of the claim

     e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     f) maintain an up-to-date mailing list for all entities that
        have filed proofs of claim or proofs of interest and make
        the list available upon request to the Clerk's Office or
        any party-in-interest;

     g) provide access to the public for examination of copies of
        the proofs of claim or proofs of interest filed in this
        case without charge during regular business hours;

     h) record all transfers of claims pursuant to Fed. R. Bankr.
        P. 3001(e) and provide notice of such transfers as
        required by Rule 3001(e), if directed to do so by further
        order of the Court;

     i) comply with applicable federal, state, municipal and local
        statutes, ordinances, rules, regulations, orders and other
        requirements;

     j) provide temporary employees to process claims, as
        necessary;

     k) work with restructuring counsel to coordinate the design,
        printing and mailing of plan booklets and all necessary
        ballots;

     l) scan all ballots received into our computer database so
        that permitted users can view, via the Internet, PDF
        images of received ballots;

     m) review each ballot and input relevant information into a
        computer database to enable select users to search and
        sort information pertaining to received ballots and to
        generate ballot reports;

     n) prepare a ballot tabulation report of the reorganization
        plan;

     o) promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at any
        time prescribe; and

     p) provide other claims processing, noticing, balloting, and
        related administrative services as may be requested from
        time to time by the Debtors.

KCC is entitled to a $15,000 "evergreen" retainer for services to
be performed and expenses to be incurred in the Debtors' cases.
Invoices will be drawn from this retainer and payments will be
deposited into it to maintain the $15,000 original balance.  Court
documents do not show the hourly rates for KCC's professionals.

To the best of the Debtors' knowledge, KCC does not hold or
represent any interest adverse to their estates and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Reno, Nevada, Centrix Financial LLC provides
subprime auto loans.  Centrix and its affiliates filed separate
Chapter 11 petitions on Sept. 19, 2006 (Bankr. Dist. Nev. Lead
Case No. 06-50631).  CMGN, LLC, another affiliate, filed a
separate Chapter 11 petition on Sept. 4, 2006.  Bruce Thomas
Beesley, Esq., at Beckley Singleton, Chtd., and Craig D. Hansen,
Esq., at Squire, Sanders & Dempsey LLP, represent the Debtors.
Raymond James & Associates, Inc., serves as their financial
advisor and investment banker.

IFC Credit Corp, Suntrust Leasing and Wells Fargo Equipment
Finance, three creditors of Centrix Financial filed involuntary
chapter 11 petition against the Debtors on Sept. 15, 2006 (Bankr
Dist. Colo. Case No:06-16403) The Creditors claim they are owed
more than $4.6 million.  Lee M. Kutner, Esq., at Kutner Miller,
P.C., and David von Gunten, Esq., at Von Gunten Law LLC, represent
the petitioners.


CENTRIX FINANCIAL: RAS to Serve as Chief Restructuring Officer
--------------------------------------------------------------
RAS Management Advisors, Inc., will continue serving as Centrix
Financial LLC and its debtor-affiliates' Chief Restructuring
Officer after the Honorable Gregg W. Zive of the U.S. Bankruptcy
Court for the District of Nevada approved the Debtors' employment
request.

The Debtors sought to employ RAS under the terms of a prepetition
employment agreement.  RAS is expected to:

     a) review and assist the Debtors in developing its debtor-in-
        possession budget and borrowing facility, revenue and cash
        flow projections and all their financial and accounting,
        records and systems;

     b) assist the Debtors' investment bankers in connection with
        any sale process or potential investment by third parties;

     c) assist in negotiations with, and reporting to, the
        Debtors' significant creditors, including trade creditors
        and lenders;

     d) assist the Debtors in complying with the requirements of
        the Bankruptcy Code;

     e) assist the Debtors in developing and implementing a Plan
        of Reorganization;

     f) oversee all operations of the Debtors with the authority
        to approve all costs to be incurred and payments to be
        made and all personnel decisions; and

     g) attend to cash management issues.

The customary hourly rates charged by RAS' employees and
independent contractors are:

        Professional          Daily Rate       Hourly Rate
        ------------          ----------       -----------
        Richard Sebastiao       $4,250            $425
        Timothy Boates          $3,500            $350
        Clerical                                   $30

RAS will be employed under a general retainer because of the
variety and complexity of the services required under the Debtors'
Chapter 11 cases.  The firm has received an $85,000 retainer from
the Debtors.  In addition, the Debtor has paid RAS approximately
$246,850 in fees and $40,633 in expenses since June 3, 2006.

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

Mr. Sebastiao can be reached at:

Richard Sebastiao
      RAS Management Advisors, Inc.
      599 Ocean Avenue, Newport, RI 02840
      Tel: (401) 846-5990
      Fax: (401) 846-5989

Headquartered in Reno, Nevada, Centrix Financial LLC provides
subprime auto loans.  Centrix and its affiliates filed separate
Chapter 11 petitions on Sept. 19, 2006 (Bankr. Dist. Nev. Lead
Case No. 06-50631).  CMGN, LLC, another affiliate, filed a
separate Chapter 11 petition on Sept. 4, 2006.  Bruce Thomas
Beesley, Esq., at Beckley Singleton, Chtd., and Craig D. Hansen,
Esq., at Squire, Sanders & Dempsey LLP, represent the Debtors.
Raymond James & Associates, Inc., serves as their financial
advisor and investment banker.

IFC Credit Corp, Suntrust Leasing and Wells Fargo Equipment
Finance, three creditors of Centrix Financial filed involuntary
chapter 11 petition against the Debtors on Sept. 15, 2006 (Bankr
Dist. Colo. Case No:06-16403) The Creditors claim they are owed
more than $4.6 million.  Lee M. Kutner, Esq., at Kutner Miller,
P.C., and David von Gunten, Esq., at Von Gunten Law LLC, represent
the petitioners.


CHARMING SHOPPES: 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 Ba3 Corporate Family Rating for Charming
Shoppes, Inc. and its B2 rating on the Company's $150 million
4.75% senior convertible global bonds.  In addition, Moody's
assigned an LGD6 rating to notes, suggesting noteholders will
experience a 92% loss in the event of a default.

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

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

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

Headquartered in Bensalem, Pennsylvania, Charming Shoppes, Inc.,
is a multi-channel, multi-brand specialty apparel retailer
primarily focused on plus-size women's apparel.  The Company's
retail store segment operates 2,317 stores in 48 states and the
related E-commerce websites under the Lane Bryant, Fashion Bug,
and Catherines Plus Sizes brand names.  Its direct-to-consumer
division operates numerous apparel, accessories, footwear, and
gift catalogs and related E-commerce websites through the
Crosstown Traders business which was acquired in June 2005.


CILCORP INC: Moody's Reviews Ba1 Rating and May Downgrade
---------------------------------------------------------
Moody's Investors Service placed the long term ratings of:

    * Ameren Corporation's Baa1 senior unsecured;

    * Union Electric Company's A3 Issuer Rating;

    * Central Illinois Public Service Company's Baa3 Issuer
      Rating;

    * CILCORP Inc.'s Ba1 senior unsecured;

    * Central Illinois Light Company's Baa2 Issuer Rating,

    * Illinois Power Company's Baa3 Issuer Rating; and

    * AmerenEnergy Generating Company's Baa2 senior unsecured,

under review for possible downgrade.

Moody's affirmed the Prime-2 short-term ratings for commercial
paper of Ameren and AmerenUE.

The review for downgrade is prompted by concerns that the
timely recovery of increased utility costs may be impaired by
legislative action in Illinois.  The Governor and the Speaker of
the Illinois House of Representatives have proposed that a special
session of the Illinois General Assembly be called in order to
pass legislation that would extend the rate freeze currently in
place until 2010.  This comes at a time when costs for power
procurement will increase sharply for Ameren's Illinois utilities
beginning on January 1, 2007.  Enactment of rate freeze
legislation would be expected to result in a multi-notch downgrade
of the ratings of Ameren's Illinois utility subsidiaries to
speculative grade, reflecting the severe impact such action would
have on the utilities' cash flow and liquidity.

These extraordinary initiatives come after an Illinois Commerce
Commission sanctioned power supply auction held in September
resulted in significantly higher power procurement prices for the
utilities, which have not increased their rates since 1982 in the
case of Central Illinois Light Company and 1992 in the case of
Central Illinois Public Service and Illinois Power.  Utilities are
normally entitled to collect prudently incurred costs, including
those for purchased power, and the utilities have already signed
contracts that will require them to pay higher prices for
purchased power beginning on January 1, 2007.

To ease the impact of higher rates on their retail customers, all
of the utilities have proposed plans to defer a portion of the
rate increases over a period of years.  Ameren's three Illinois
subsidiaries have proposed six-year cap and deferral programs that
would limit annual rate increases for three years, with the
utilities recovering the deferred costs over three additional
years.  Ameren has also proposed a second alternative whereby it
would phase in the higher rates over a number of years, while
issuing securitized bonds to recover the shortfall.  Moody's
current ratings have incorporated the expectation that one of
these plans or a similar rate transition plan would be approved by
the ICC and adopted.

The review of parent company Ameren's ratings reflects the
importance of the three Illinois utility businesses to its
consolidated financial profile.  The Illinois utilities now
make up nearly half of Ameren's total utility business and any
financial deterioration of the Illinois subsidiaries would
severely limit upstreamed dividends to the parent company.
Although Union Electric's ratings are not directly affected by the
developments in Illinois, as it operates solely in the state of
Missouri, its credit quality could be negatively affected if the
parent company is forced to rely on that subsidiary for a larger
share of upstreamed dividends.  The ratings of Ameren Energy
Generating Company could also be negatively affected by
a financial deterioration of its utility counterparties in
Illinois, to which it will sell power to beginning January 1,
2007, when its current power supply contracts expire.

Although an eventual transition or phase-in of rates could
still occur, recent actions and statements by state and local
government officials indicate that there is increased risk that
full and relatively timely recovery of higher purchased power
costs may not occur.  The review will focus on the prospects for
the implementation of a transition plan or other rate phase-in
plan, related rate increases, and whether there will be full and
timely recovery of the utilities' increased costs.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
Union Electric Company, Central Illinois Public Service Company,
CILCORP Inc., Central Illinois Light Company, Illinois Power
Company, and AmerenEnergy Generating Company.


COLLEEN INC: WT&P to Serve as Ch. 11 Trustee's Special Counsel
--------------------------------------------------------------
The Honorable Nancy V. Alquist of the U.S. Bankruptcy Court for
the District of Maryland in Baltimore allowed Zvi Guttman, the
Chapter 11 Trustee for Colleen, Inc., to retain Whiteford, Taylor
& Preston LLP as his Special Counsel.

In this engagement, Whiteford Taylor will:

     a) assist the Trustee with investigating the acts, conduct,
        assets, liabilities and financial condition of the Debtor,
        and filing a statement of any investigation conducted;

     b) assist the Trustee with the sale of the Debtor's assets;

     c) assist the Trustee investigating any potential avoidable
        transfers and any other claims that the Debtor may have;

     d) prepare any necessary applications, answers, orders,
        reports and other legal papers, and appear on the
        Trustee's behalf in proceedings instituted by or against
        the Debtor or the Trustee; and

     e) perform any other legal services for the Trustee that may
        be necessary or desirable.

The standard hourly rates for Whiteford Taylor's professionals
are:

        Designation                   Hourly Rate
        -----------                   -----------
        Partners                      $350 to $400
        Associates                    $295 to $335
        Paralegals                    $130 to $160

Brent C. Strickland, Esq., a partner at Whiteford Taylor, tells
the Court that his firm does not hold or represent any interest
adverse to the Debtor's estate.

Mr. Strickland can be reached at:

        Brent C. Strickland, Esq.
        Whiteford, Taylor & Preston LLP
        Seven Saint Paul Street, Suite 1400
        Baltimore, MD 2l202
        Tel: (410) 347-8700
        Fax: (410) 752-7092
        http://www.wtplaw.com/

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


COMFORT WORLD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Comfort World, Inc.
        1001 North Division Street
        Spokane, WA 99202

Bankruptcy Case No.: 06-02524

Type of Business: The Debtor manufactures beds, beddings, and
                  accessories.  See
                  http://www.simmonscomfortworld.com/

Chapter 11 Petition Date: October 10, 2006

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: Dan O'Rourke, Esq.
                  Southwell & O'Rourke
                  421 West Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Simmons Company                            $150,000
One Concourse Parkway, Suite 600
Atlanta, GA 30328

E-Media                                    $147,388
Eric Hixson
2703 North Pittsburg
Spokane, WA 99207

Ashley Furniture                           $140,100
P.O. Box 59665
Milwaukee, WI 53259-0665

Yakima Herald Republic                      $62,191
P.O. Box 9668
Yakima, WA 98909

Spokesman Review                            $30,183
P.O. Box 1906
Spokane, WA 99210

TriCity Herald                              $24,042

Universal Furniture Int'l.                  $22,524

Color Ad                                    $21,544

Vaughan-Bassett Furniture Co., Inc.         $19,049

New Northwest Broadcasters                  $18,303

KIMA/KEPR TV                                $17,975

Homelegance, Inc.                           $16,157

CBK                                         $15,805

KREM TV                                     $15,455

KHQ TV                                      $14,910

Aico, Amini Invention Corp.                 $14,623

Lowes Companies, Inc.                       $13,309

Coeur d'Alene Press                         $11,847

Valley Mall, LLC                             $9,033

Clear Channel Radio                          $9,000


COMMONWEALTH EDISON: Moody's Reviews Ratings and May Downgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Commonwealth
Edison Company under review for possible downgrade.  This rating
action reflects an increasingly contentious political and
regulatory environment for electric utilities in Illinois, and
concerns that failure to recover increased costs on a relatively
timely basis could severely impact the utility's cash flow and
liquidity.

Ratings placed under review for possible downgrade include:

   * ComEd's first mortgage bonds, senior secured tax-exempt
     debt, and senior secured revolving credit facility rated
     Baa2;

   * ComEd's senior unsecured debt, senior unsecured tax-exempt
     debt, and Issuer Rating rated Baa3;

   * ComEd Financing II and ComEd Financing III Trust Preferred
     Securities rated Ba1;

   * ComEd's preferred and preference stock rated Ba2;

   * ComEd's short-term rating for commercial paper rated
     Prime-3;

   * Shelf Registration for the issuance of first mortgage bonds,
     senior unsecured debt, preferred stock and preference stock
     rated (P)Baa2, (P)Baa3, (P)Ba1, and (P)Ba2, respectively.

The ratings and outlook are unchanged for ComEd's parent, Exelon
Corporation and for affiliates, Exelon Generation Company and PECO
Energy.  This reflects fairly strong performance trends for the
two operating subsidiaries, which represent a substantial majority
of Exelon Corporation's consolidated earnings and cash flow, and
the belief that any financial stress due to legislative action
would be largely isolated to ComEd.

The review for downgrade is prompted by a call for a special
session of the Illinois General Assembly by the Speaker of the
Illinois House of Representatives in order to pass legislation
that would extend the rate freeze until January 2010.  This
comes at a time when costs for power procurement will increase
beginning in January 2007.  Rate freeze legislation is also
supported by the Governor, who is working with various legislators
to secure support within the Illinois legislature
for such a rate freeze.

While passage of the bill remains uncertain at this juncture, rate
freeze legislation would substantially impair credit quality and
liquidity.  ComEd has estimated that if the legislation were
passed in its current form, it would incur losses of about
$1.4 billion during 2007.  As such, passage and enactment of rate
freeze legislation would be expected to result in a multi-notch
downgrade of ComEd's ratings.

These extraordinary actions come after an Illinois Commerce
Commission sanctioned power supply auction held in September
resulted in higher power procurement costs for ComEd, which has
not increased rates since 1995 and which reduced residential rates
by 15% in 1998 and by an additional 5% in 2001.  Utilities are
normally entitled to collect prudently incurred costs, including
those for purchased power, and ComEd has already
signed contracts that will require payments of higher prices for
purchased power beginning in January 2007.

To ease the impact of higher rates, ComEd and the ICC staff have
proposed a plan to defer a portion of the power procurement rate
increase over a period of years, for those customers that select a
deferral program.  Moody's current ratings have incorporated an
expectation that a plan similar to this proposal will be approved
by the ICC and adopted.

The rating review will assess the prospects for relatively timely
recovery of increased costs, the likelihood of legislative or
regulatory action that would impair timely recovery, and the
implications for credit quality and liquidity should some form of
rate freeze legislation be imposed.

Headquartered in Chicago, Illinois, Commonwealth Edison Company is
a regulated electricity transmission and distribution company, and
a wholly owned subsidiary of Exelon Corporation.


CONMED CORPORATION: Moody's Assigns Loss-Given-Default Ratings
--------------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its Ba3 Corporate
Family Rating for ConMed Corporation.  Additionally, Moody's
revised its probability-of-default ratings and assigned loss-
given-default ratings on these loans and bond debt obligations:

                           Projected

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

   Senior Secured
   Revolving Credit
   Facility due 2011      Ba2      Ba2      LGD2       30%

   Senior Secured
   Term Loan B
   due 2013               Ba2      Ba2      LGD2       30%

   Senior Subordinated
   Convertible Notes
   due 2024                B2       B2      LGD5       85%

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

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

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

Headquartered in Utica, New York, Conmed Corp. (Nasdaq: CNMD) --
http://www.conmed.com/-- is a medical technology company with an
emphasis on surgical devices and equipment for minimally invasive
procedures and monitoring.  The Company's products serve the
clinical areas of arthroscopy, powered surgical instruments,
electrosurgery, cardiac monitoring disposables, endosurgery and
endoscopic technologies. They are used by surgeons and physicians
in a variety of specialties including orthopedics, general
surgery, gynecology, neurosurgery, and gastroenterology.  The
Company's 3,100 employees distribute its products worldwide
from several manufacturing locations.


CORNELL COS: Veritas Capital Merger Cues Moody's to Hold Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 senior unsecured debt
rating of the Cornell Companies, Inc., with a stable outlook.
This rating action follows the announcement that Cornell is
process of being acquired by Veritas Capital in a transaction
valued at $519 million, including assumption or repayment of $274
million of debt.  The acquisition will be financed with equity
from Veritas and is expected to close in
the first quarter of 2007.

In its last ratings action with respect to Cornell, Moody's
upgraded the senior unsecured debt rating to B2 in September 2006.

According to Moody's, the acquiring entity, Veritas, is a private
equity firm focused on the ownership of companies that provide
outsourced services and products to the federal government and
defense sectors.  This may provide Cornell, whose performance is
on an upswing, with new operating leverage and skills bases.
Cornell and Veritas have given no indication that the transaction
will be financed with increased leverage.

The stable outlook is based on Moody's expectation that Cornell
will continue to improve fixed charge coverage and maintain
leverage, while growing revenues and profitability.

Moody's would consider a positive rating action should Cornell
achieve fixed charge coverage in excess of 2X, annual revenues
greater than $500 million and secured debt below 25% of gross
assets.  Conversely, sustained declines in coverage below 1.25X or
revenues below $300 million, likely due to loss of contracts,
would place negative pressure on the rating. Any additional,
meaningful leverage as part of this transaction could also move
the rating down.

Cornell Companies, Inc. is based in Houston, Texas, USA, and
is a leading private provider of corrections, treatment and
educational services outsourced by federal, state and local
governmental agencies.  Cornell provides a diversified portfolio
of services for adults and juveniles, including incarceration and
detention, transition from incarceration, drug and alcohol
treatment programs, behavioral rehabilitation and treatment, and
grades 3-12 alternative education.  The company has 79 facilities
in 17 states, offering a total service capacity of 19,226.

Veritas Capital, a private equity investment firm headquartered in
New York City, invests primarily in companies specializing in
outsourcing services to the government, primarily in the areas of
defense and aerospace, security and infrastructure.


CRICKET COMMS: Moody's Junks Senior Unsecured Note's Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Cricket
Communications Inc.'s Senior Unsecured Note offering and affirmed
its B3 Corporate Family Rating, B1 Senior Secured Rating, and SGL-
2 Liquidity Rating.  The long term 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 has been changed to stable from
developing.

The rating action follows the company's announcement that it
will issue $750 million in debt to partially fund the purchase of
its recent successful auction 66 spectrum bids and pre-fund the
related build out of some of these markets.  The Corporate Family
rating was affirmed because Moody's already considered the
potential for the spectrum acquisition and associated increase in
debt.

The B3 Corporate Family Rating reflects Moody's view that
Cricket's business risks are relatively high as a small,
niche-focused, price-oriented and necessarily low-cost wireless
operator competing against large national players.  In Moody's
opinion these risks are now being exacerbated by the company's
planned expansion strategy into maturing markets, which will
increase consolidated leverage to over 7x by the end of 2006 and
consume significant cash flow for the next few years.

The change in outlook to stable from developing reflects the
certainty over Cricket's final spectrum bids and funding plans.
Additionally, the stable outlook reflects Moody's belief that
Cricket's ongoing expansion plans into new markets will likely
limit improvement to key credit metrics over the next few years.

Leap Wireless International, Inc. wholly owns Cricket
Communications Inc., which is a wireless service provider.  Both
companies are headquartered in San Diego, California.


CRICKET COMMS: S&P Rates Proposed $750 Million Sr. Notes at CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
the proposed $750 million senior notes due 2014 to be issued by
Cricket Communications Inc., a wholly-owned subsidiary of San
Diego, California-based wireless service provider Leap Wireless
International.  The 'B-' corporate credit rating on Leap was
affirmed with a stable outlook.

Proceeds from the notes, to be issued under Rule 144A with
registration rights, coupled with proceeds from Leap's $258
million recently completed equity offering will be used to repay
the company's bridge loan facility.  That facility was used to
fund the $983 million acquisition of spectrum in the recent
Advanced Wireless Services spectrum auction, including the
buildout of about 24 million POPS.

The rating on the proposed notes is two notches below the
corporate credit rating because of the significant amount of
priority obligations, including approximately $900 million of bank
debt and about $278 million of capitalized operating leases that
rank ahead of these unsecured notes.  Pro forma total debt is
approximately $1.9 billion on an operating lease-adjusted basis.

"The ratings on Leap reflect a very high degree of business risk
given its nontraditional wireless business model and limited
operating history, execution risk from the buildout of new
markets, and a highly leveraged financial profile," said Standard
& Poor's credit analyst Allyn Arden.

"We expect significant discretionary cash flow losses through 2008
as a result of its planned market expansion."

Although Leap has demonstrated success in attracting subscribers
to its less expensive wireless service, national players may begin
to aggressively target Leap's subscriber base with their own
tailored pricing plans, as the wireless industry matures.

The rating and outlook do not incorporate the addition of new debt
to fund the buildout of AWS markets beyond the company's initial
24 million POP buildout (out of 182 million POPs acquired,
including those purchased through joint venture with Denali
Spectrum, LLC).

Tempering factors include the company's niche market, which is
currently not the focus of the national carriers, its low cost
structure, and adequate liquidity.


CROWN CASTLE: Buying Global Signal for $5.8 Billion
---------------------------------------------------
Crown Castle International Corp. and Global Signal Inc. disclosed
that they have entered into a definitive agreement for Crown
Castle to acquire Global Signal in a stock and cash transaction
valued at approximately $5.8 billion, including debt.

The transaction brings together two of the nation's leading tower
companies, with over 24,000 wireless sites.  The combined company
will have a high-quality portfolio of wireless towers that are
well-positioned for expected growth, with 16,240 of its towers in
the top 100 BTA's, the most of any tower company.

"We expect this extraordinary combination of companies with the
most towers in the best markets to create significant value for
our customers and shareholders," stated John P. Kelly, Crown
Castle's Chief Executive Officer.  "The complementary nature of
our US portfolios will result in a high-quality, diversified
customer base, with 76% of site rental revenues from the four
largest US wireless carriers.  Further, we have an experienced
management team, which will now be leveraged across a larger
portfolio, with proven abilities to excel in this industry.  This
transaction reflects our continued commitment to undertaking
endeavors that we believe will maximize recurring cash flow per
share, which we feel is the best way to create and increase
shareholder value. We believe this combination enhances our
ability to achieve our long-term goal of 20 to 25% annual
recurring cash flow per share growth."

Based on pro forma results for both companies as of June 30, 2006,
the combined company will have approximately $16 billion in total
enterprise value, annualized site rental revenues of $1.2 billion
and annualized Adjusted EBITDA of $659 million.  Recurring cash
flow, defined as Adjusted EBITDA less interest expense less
sustaining capital expenditures, based on pro forma annualized
results for the second quarter 2006 for the combined company, was
$329 million.

Wesley R. Edens, Global Signal's Chairman added, "This is a merger
of best-in-class assets and people. We see enormous opportunity in
supporting the technological investments of our tenants as the
entire wireless industry continues to serve their own customers
better with improved network quality, coverage and capacity.
Together, our companies will have the scale, scope and growth
prospects to deliver long-term value for our shareholders."

The merger is expected to generate cost synergies of between
$12 million and $15 million annually, which are expected to be
realized within 12 months after closing.

"We are excited about bringing together Crown Castle and Global
Signal to create a powerful growth platform with a very efficient
capital structure," stated Ben Moreland, Chief Financial Officer
of Crown Castle.  "The new company will have a cost of debt
capital and flexibility that is unrivaled in the tower industry.
We believe that this transaction enhances our expected growth
rates of revenue, Adjusted EBITDA and recurring cash flow due to
the relatively lower occupancy on the Global Signal towers and the
significant lease-up potential.  Further, we have a proven track
record of integrating acquisitions without disrupting the delivery
of services to our customers.  In addition, in keeping with our
capital allocation strategy, we believe this transaction is near
and long-term accretive to recurring cash flow per share relative
to our stand-alone expectations."

Following the closing, Crown Castle's board of directors will
consist of all eight outside directors from Crown Castle's
existing board of directors and three outside directors from
Global Signal, as well as Mr. Kelly and Mr. Moreland.  Three of
Global Signal's current board members, Wesley R. Edens, Robert H.
Niehaus and David C. Abrams, are expected to join Crown Castle's
board upon closing.  As a result, the Crown Castle board will
increase from 10 to 13 members. The corporate headquarters for the
combined company will remain in Houston, Texas.  Mr. Kelly and Mr.
Moreland will remain in their current management roles as Chief
Executive Officer and Chief Financial Officer, respectively.

                       Transaction Details

Under the terms of the definitive merger agreement, Global Signal
common stockholders will be entitled to convert each share of
Global Signal into 1.61 Crown Castle shares or, alternatively, can
elect to receive cash in the amount of $55.95 per Global Signal
share.  The total amount of cash consideration is subject to a cap
of $550 million.  To the extent that cash elections are made in
respect of a number greater than 9.83 million shares, the stock
consideration would be adjusted on a pro rata basis so that 9.83
million of Global Signal's outstanding shares are exchanged for
cash.

In connection with the transaction, Global Signal's three largest
shareholders, Fortress Investment Funds, Greenhill Capital
Partners, L.P. and Abrams Capital, LLC, have entered into voting
agreements in which they have agreed to vote shares representing
approximately 40% of Global Signal's outstanding shares in favor
of the Crown Castle transaction.

Crown Castle expects to finance the cash portion of the
transaction through its existing Senior Secured Credit Facility,
including a funded Revolving Credit Facility in the amount of $250
million and an add-on to Crown Castle's existing Senior Secured
Term Loan of $300 million.  Crown Castle will also assume
estimated debt of $1.8 billion. At the closing of the acquisition,
Crown Castle expects to have total debt of approximately $5.4
billion and net debt of approximately $5.3 billion.

The merger agreement is subject to certain conditions and
approvals, including shareholder and regulatory approvals.  Upon
meeting these conditions and approvals, the merger is expected to
close in the first quarter of 2007.

Each of J.P. Morgan Securities Inc. and Morgan Stanley & Co.
Incorporated acted as financial advisor and Cravath, Swaine &
Moore LLP acted as legal advisor to Crown Castle.  Each of Goldman
Sachs & Co. and Banc of America Securities LLC acted as financial
advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as
legal advisor to Global Signal, and Fried, Frank, Harris, Shriver
& Jacobson LLP acted as legal advisor to Fortress Investment
Funds.

                        About Global Signal

Global Signal -- http://www.gsignal.com/-- owns, leases or
manages approximately 11,000 towers and other wireless
communications sites.  Global Signal is organized and conducts its
operations to qualify as a real estate investment trust for
federal income tax purposes.

                        About Crown Castle

Crown Castle International Corp. -- http://www.crowncastle.com/--  
engineers, deploys, owns and operates shared wireless
infrastructure, including extensive networks of towers.  Crown
Castle offers wireless communications coverage to 68 of the top
100 United States markets and to substantially all of the
Australian population.  Crown Castle owns, operates and manages
over 10,600 and over 1,300 wireless communication sites in the
U.S. and Australia, respectively.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2006,
Moody's Investors Service affirmed all ratings of Crown Castle
Operating Company, including its B1 Corporate Family Rating, B1
Senior Secured Rating and SGL-2 Liquidity Rating.  The ratings
reflect a B1 probability of default and loss given default
assessment of LGD 3 (43%) on the senior secured facility. The
outlook remains stable.

As reported in the Troubled Company Reporter on Aug. 8, 2006,
Standard & Poor's Rating Services placed its ratings on Crown
Castle, including its 'BB' corporate credit rating, on CreditWatch
with negative implications.  The 'BB' senior secured debt rating
on related entity Crown Castle Operating Co. also was placed on
CreditWatch with negative implications.  However, the '3' recovery
rating is not on CreditWatch.


DADE BEHRING: Moody's Assigns Loss-Given-Default Ratings
--------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its Ba1 Corporate
Family Rating for Dade Behring Inc. and its Ba1 rating on the
company's Senior Unsecured First Lien Revolver due 2010.  Moody's
assigned those debentures an LGD4 rating suggesting noteholders
will experience a 52% loss in case of default.

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

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

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

Headquartered in Deerfield, Illinois, Dade Behring Holdings Inc.
-- http://www.dadebehring.com/-- engages in the manufacture and
distribution of diagnostics products and services to clinical
laboratories worldwide.


DANA CORP: Court Okays Pact Resolving Intermet's Avoidance Action
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation Dana Corporation and its debtor-
affiliates entered into with Intermet Corporation and its debtor-
affiliates resolving Intermet's requests to:

  (a) have the automatic stay lifted to allow Intermet to commence
      an avoidance action against the Dana Debtors in the U.S.
      Bankruptcy Court for the Eastern District of Michigan,
      Southern Division; or in the alternative

  (b) have the Dana Debtors directed to enter into an appropriate
      tolling agreement.

Accordingly, Intermet withdraws, with prejudice, its Lift Stay
Motion.

The stipulation, as published in the Troubled Company Reporter on
Sept. 21, 2006, states that:

   (a) the deadline to file any avoidance actions pursuant to
       Section 547 of the Bankruptcy Code is extended until
       Dec. 28, 2006;

   (b) the Dana Debtors will not object to the filing of any
       Avoidance Action during the Tolling Period on the grounds
       that the filing is untimely;

   (c) the Dana Debtors reserve their rights to contest any
       Avoidance Action brought against them during the Tolling
       Period on grounds other than untimeliness;

   (d) the Intermet Debtors reserve their rights against the Dana
       Debtors including, without limitation, rights to pursue
       any motion to lift the automatic stay in connection with
       the Avoidance Action; and

   (e) the Stipulation does not affect the general bar date for
       filing claims in the Dana Chapter 11 Cases or the
       applicability of the Bar Date to any claims the Intermet
       Debtors may have against the Dana Debtors in the Dana
       Chapter 11 Cases.

In its request, reported in the Troubled Company Reporter on
Sept. 12, 2006, Intermet told the Court that Intermet Debtors'
Books and Records reveal that they made one or more transfers by
check, wire transfer, or its equivalent of an interest in their
property, aggregating $1,383,908, to one or more of the Dana
Debtors on or within 90 days before Intermet filed for bankruptcy.

The Intermet Debtors believe that those Transfers constitute
preferential transfers, which, subject to defenses available to
the transferees, may be avoided and recovered for their benefit.

The Michigan Bankruptcy Court set Sept. 28, 2006, as the last day
for filing any avoidance actions.

Richard M. Meth, Esq., at Pitney Hardin, LLP, in New York,
asserted that without immediate relief from the automatic stay,
the Intermet Debtors will be unable to commence the Avoidance
Action by the Filing Date, and thus will be prejudiced by the loss
of a valuable cause of action.

Mr. Meth argued that the harm that will fall on the Intermet
Debtors if they are prevented from timely filing the Avoidance
Action outweighs any potential added burden that the Dana Debtors
might incur in having to defend the Avoidance Action.

                          About Intermet

Troy, MI-based Intermet Corporation -- http://www.Intermet.com/--  
emerged from bankruptcy in November 2005.  Intermet provides
machining and tooling services for the automotive and industrial
markets specializing in the design and manufacture of cast
automotive components for the global light truck, passenger car,
light vehicle and heavy-duty vehicle markets.  Intermet, along
with its debtor-affiliates, filed for chapter 11 protection on
Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through 04-
67614). Salvatore A. Barbatano, Esq., at Foley & Lardner LLP,
represented the Intermet Debtors.  When the Intermet Debtors filed
for protection from their creditors, they listed $735,821,000 in
total assets and $592,816,000 in total debts.

                      About Dana Corporation

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


DANA CORP: David Browning Withdraws Request Lifting Automatic Stay
------------------------------------------------------------------
David Browning withdrew its request asking the U.S. Bankruptcy
Court for the Southern District of New York to lift the automatic
stay in Dana Corporation and its debtor-affiliates' Chapter 11
cases to allow him to prosecute a personal injury action.

As reported in the Troubled Company Reporter on Sept. 13, 2006, in
January 2006, Mr. Browning commenced a personal injury tort action
against DTF Trucking, Inc., and Jeffrey B. Perry in the United
States District Court for the Western District of Kentucky.

DTF Trucking is a debtor-affiliate of Dana Corporation.

Mr. Browning alleged that he suffered personal injuries stemming
from an automobile accident in which Jeffrey Perry, as an agent
and driver of DTF's truck, negligently struck him.

The litigation was stayed pursuant to DFT's bankruptcy filing.

Mr. Browning intended to prosecute the Kentucky Action to pursue
his claims against DFT but only to the extent of any of DFT's
available insurance proceeds.

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).


DAVID MCALPINE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: David Bruce McAlpine
        Linda Carol McAlpine
        6109 Annadale Drive
        Fort Worth, TX 76132

Bankruptcy Case No.: 06-43479

Chapter 11 Petition Date: October 10, 2006

Court: Northern District of Texas (Fort Worth)

Judge: D. Michael Lynn

Debtors' Counsel: Clifford Franklin McMaster, Esq.
                  309 West 7th Street, No. 1400
                  Fort Worth, TX 76102
                  Tel: (817) 335-8080
                  Fax: (817) 429-3371

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


DELPHI CORP: Nears Pact with GM and Other Creditors on Workers Pay
------------------------------------------------------------------
Delphi Corp. is nearing an agreement with General Motors Corp. and
other creditors, calling on GM to subsidize Delphi workers' pay
and prolong contracts for parts purchases to prevent the workers
from staging strike, Reuters reports.

According to Reuters, Delphi proposed early this year two
different wage scales for its union workers, one with slightly
higher wages that assumed financial assistance from the GM.

In July 2006, the Troubled Company Reporter relates that the
Company's United Auto Workers supported approval of the supplement
to the UAW Special Hourly Attrition Program.  UAW believed that
the Supplemental Plan represents an important and constructive
step forward in the framework the parties have established to
address Delphi and its debtor-affiliates' labor issues.

UAW also supported approval of the Special Attrition Program for
employees represented by the International Union of Electronic,
Electrical, Electrical, Technical Salaried and Machine Workers -
Communication Workers of America.

IUE-CWA said that the IUE-CWA Special Attrition Program represents
a positive step in the parties' efforts.  Constructive results
achieved in the program demonstrate the value of consensual
resolution of difficult and complex matters affective thousands of
hourly employees and their families.

The IUE-CWA package provides special retirement options for 3,290
members who can either take a $35,000 bonus for a normal or early
retirement, take a 50 and 10 mutually satisfactory retirement, or
elect to participate in a special program where workers with
between 26 years and less than 30 years can grow into retirement.

The unions -- who threatened to strike should Delphi impose cuts
-- are yet to reach agreement on wages and benefits for workers
who stay and has sought authority to impose cuts.

Troy, MI-based Delphi Corporation -- http://www.delphi.com/--  
supplies vehicle electronics, transportation components,
integrated systems and modules, and other electronic technology.
The Company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.


DELUXE CORP: S&P Lowers Corp. Credit & Sr. Unsec. Ratings to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered Deluxe Corp.'s
corporate credit and senior unsecured ratings to 'BB-' from 'BB+'
and removed ratings from CreditWatch with negative implications
where they were placed on June 30, 2006.

The downgrade reflects an increase in the expected intermediate-
and long-term operating challenges to Deluxe's business segments.
This is primarily a result of very competitive conditions in
Deluxe's check printing businesses at a time of accelerating price
and volume declines, as well as disappointing progress in
generating profitable growth in the company's small business
services unit.

The St. Paul, Minnesota-based check printing company had
$1.1 billion in total lease adjusted debt as of June 2006.

The outlook is negative.

Deluxe's June 2006 announcement that it would lower its 2006 EPS
guidance by more than 40%, and the company's July 2006
announcement in its earnings release that its 2006 operating cash
flow guidance would decline by more than 15%, reflected:

   -- an acceleration of price declines in the financial services
      channel and greater volume declines in the direct checks
      channel;

   -- lower-than-expected growth expectations for new products in
      the FS channel;

   -- higher-than-expected costs related to investments, a mix
      shift toward lower-margin products, and other cost
      inefficiencies in the SBS unit; and

   -- the write off of a significant investment in software.


ELECTRO CHEMICAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Electro Chemical Coatings, Inc.
        1301 Indianapolis Avenue
        Lebanon, IN 46052
        Tel: (765) 482-2892

Bankruptcy Case No.: 06-06210

Chapter 11 Petition Date: October 10, 2006

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: Charles V. Traylor, Esq.
                  Kortepeter McPherson Hux
                  Freihofer & Minton, P.A.
                  320 North Meridian Street, Suite 606
                  Indianapolis, IN 46204
                  Tel: (317) 636-0606
                  Fax: (317) 635-0606

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


FAITH VENTURES: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Faith Ventures, Inc.
        dba Kwik Kar on Council
        8613 North Council Road
        Oklahoma City, OK 73132-3241

Bankruptcy Case No.: 06-12648

Chapter 11 Petition Date: October 10, 2006

Court: Western District of Oklahoma (Oklahoma City)

Debtor's Counsel: O. Clifton Gooding, Esq.
                  The Gooding Law Firm, P.C.
                  1200 City Place Building
                  204 North Robinson Avenue
                  Oklahoma City, OK 73102
                  Tel: (405) 948-1978
                  Fax: (405) 948-0864

Debtor's financial condition as of October 6, 2006:

      Total Assets: $651,000

      Total Debts:  $1,691,580

Debtor's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Business Loan Express LLC        Loan                  $1,500,000
1633 Broadway, 39th Floor                                  Value:
New York, NY 10019                                       $708,600

Derick Nguyen                    Personal Loan           $528,000
5511 11th Avenue North
St. Petersburg, FL 33710

Kwik Industries, Inc.            Loan                    $200,000
4725 Nail Road
Dallas, TX 75244-4620

Pennzoil-Quaker State Company    Purchasing Contract      $50,000
700 Milam Street
Houston, TX 77002

Oklahoma County Treasurer        Property Taxes            $9,079
320 Robert S. Kerr
Room 307
Oklahoma City, OK 73102

Oklahoma County                  Taxes                     $2,794
Treasurer's Office

Jennifer Cotton                  Lawsuit                   $2,707


FASSBERG CONSTRUCTION: Panel Wants Disclosure Statement Amended
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Fassberg
Construction Company's chapter 11 case wants the Debtor to amend
the disclosure statement describing its third amended chapter 11
plan of reorganization.

The Committee tells the Honorable Geraldine Mund of the U.S.
Bankruptcy Court for the Central District of California that the
Disclosure Statement lacks adequate information including a
description on the proceeds of the "additional potential
recoveries" payable to subcontractors or Fidelity & Deposit
Company of Maryland as secured creditors.

The Committee asserts that the description must distinguish
between recoveries subject to Fidelity's security interest and
recoveries available to the estate and all creditors.

In addition, the Committee disagrees with the Debtor's statement
that the Committee has waived any rights to certain recoveries.

David B Golubchik, Esq., at Levene, Neale, Bender, Rankin & Brill
LLP notes that terms of a consensual plan were previously
negotiated, drafted and later withdrawn by the Debtor, hence, the
current Disclosure Statement does not have the Committee's
support.

                        Third Amended Plan

The Third Amended Plan, as published in the Troubled Company
Reporter on Sept. 28, 2006, provides that the claim of Fidelity &
Deposit Company of Maryland, which is secured by all of the
Debtor's assets, will receive an estimated payout of $184,000 with
zero percent interest beginning on the first quarter of 2008, and
continuing until the fourth quarter of the same year.  Fidelity's
lien on the Debtor's assets will be reduced by the Debtor's
payments to subcontractors as projects are completed.

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

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

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

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

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

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

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

                           Plan Funding

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

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

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

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

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

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

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

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


FIRSTLINE CORP: Hires Morris Manning as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia gave
David W. Cranshaw, Esq., the chapter 11 trustee appointed for
FirstLine Corporation's bankruptcy case, permission to employ
Morris, Manning & Martin, LLP, as his bankruptcy counsel.

Morris Manning is expected to:

     a) render legal advice regarding the trustee's duties and
        powers in this cases;

     b) prepare pleadings, motions, conducting of examination
        incidental to the administration of this estate;

     c) assist the trustee in his investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtor, the operation of the Debtor's business, the
        potential sale of the Debtor's assets, and any other
        matters relevant to this case, or the formulation and
        analysis of any plan of reorganization or plan of
        liquidation; and

     d) provide other legal assistance as the trustee may deem
        necessary and appropriate.

The firm's professionals billing rates are:

     Designation            Hourly Rate
     -----------            ------------
     Partner                    $395
     Paralegals                 $120

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

Mr. Cranshaw can be reached at:

     David W. Cranshaw, Esq.
     Morris, Manning & Martin, LLP
     1600 Atlanta Financial Center
     3343 Peachtree Road, N.E.
     Atlanta, Georgia 30326
     Tel: (404) 233-7000
     Fax: (404) 365-9532
     http://www.mmmlaw.com/

Headquartered in Valdosta, Georgia, FirstLine Corporation --
http://www.firstlinecorp.com/-- supplies home-building and
construction materials.  The company filed for chapter 11
protection on Mar. 6, 2006 (Bankr. M.D. Ga. Case No. 06-70145).
Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor.  Todd C. Meyers, Esq., at Kilpatrick Stockton LLP
represent the Official Committee of Unsecured Creditors.  The
Court appointed David W. Cranshaw as the Debtor's Chapter 11
Trustee.  As of Jan. 31, 2006, the Debtor reported assets totaling
$37,061,890 and debts totaling $26,481,670.


FLEMING PACKAGING: Court Strikes D&O's Affirmative Defenses
-----------------------------------------------------------
Gary T. Rafool, the Chapter 7 Trustee overseeing the liquidation
of Fleming Packaging Corp. (Bankr. C.D. Ill. Case No. 03-82408),
sued The Goldfarb Corporation, Martin Goldfarb, Stanley Goldfarb,
Alonna Goldfarb, George Gialenios and Joe Andersen, individually
and as former directors and officers of Fleming Packaging Corp.
(Bankr. C.D. Ill. Adv. Pro. No. 04-8166).  Mr. Rafool asserts
claims for breach of fiduciary duty and deepening insolvency, and
wants to recover alleged preferential and fraudulent transfers
under applicable state law and the Bankruptcy Code.

In their Answers to the Trustee's Complaint, the Defendants
asserted 27 affirmative defenses.  The Trustee asked the
Bankruptcy Court to strike 21 of them.

In a decision published at 2006 WL 2587916, the Honorable Thomas
L. Perkins held that:

     (1) the Defendants' purported affirmative defense based on
         business judgment rule had to be stricken;

     (2) striking the Defendants' defense to claims for breach of
         fiduciary duties of loyalty and good faith that asserted
         an "innocent motive" was warranted;

     (3) the Defendants' defenses asserting arguments that were
         rejected by the bankruptcy court in denying the
         Defendants' motion to dismiss, which remained the law of
         the case, had to be stricken;

     (4) the bankruptcy court would let stand defenses to claims
         alleging breach of fiduciary duty and deepening
         insolvency that were based on Delaware's good-faith
         reliance statute;

     (5) the lender's adequately alleged affirmative defense based
         on the assertion that conditions to its loan obligation
         were not satisfied; and

     (6) the bankruptcy statute providing that the trustee's power
         to assume executory contracts did not apply to a contract
         to make a loan did not provide a defense to avoidance
         claims.

The Chapter 7 Trustee is represented by:

     Forrest B. Lammiman, Esq.
     Patrick M. Jones, Esq.
     Brian I. Hayes, Esq.
     Katherine Heid Harris, Esq.
     Lord, Bissell & Brook, LLP
     111 South Wacker Drive
     Chicago, IL 60606

        - and -

     Spencer Lee Daniels, Esq.
     Law Firm of Spencer Lee Daniels
     411 Hamilton Blvd., Suite 1304
     Peoria, IL 61602

Fleming Packaging Corporation is owned by The Goldfarb
Corporation, and was one of its two North American businesses
before its 2004 bankruptcy filing.  Fleming produced high-quality
labels and specialty packaging components for wine, food, liquor
and other consumer products, and was a major distributor of
equipment and supplies for the winemaking industry.


FOAMEX INTERNATIONAL: Sells Tennessee Property for $1.1 Million
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed
Foamex International Inc. and its debtor-affiliates to sell a
parcel of its real property located in Milan, Tenessee, to
Alliance Technology Group, Inc.

As reported in the Troubled Company Reporter on Sept. 19, 2006,
the Debtors no longer utilized the facility built on the Property
since 2003 nor do they anticipate a future need to utilize the
Property.

In an effort to market the Property, the Debtors obtained an
appraisal, which estimated the Property's value at $1,900,000,
based on the assumption that the Facility's roof leaks were
repaired and that the roof is in average condition.

Mr. Barry says that the condition of the roof continues to
deteriorate and is in grave disrepair since the appraisal.
Recently, the Debtors received bids to repair or replace the
damaged roof in the range of $1,100,000 to $1,400,000.

The parties eventually agreed to a purchase price of $1,100,000,
with the agreement that:

   (a) Alliance will replace the roof;

   (b) The Debtors will remove the "doghouse" section of the roof
       and repair the opening as required;

   (c) Closing of the transaction will occur no earlier than
       November 1, 2006, and no later than 60 days after the U.S.
       Bankruptcy Court for the District of Delaware approves the
       sale;

   (d) Alliance's obligations under the contract are not subject
       to financing contingencies, unperformed due diligence or
       any other contingency;

   (e) A break-up fee of 3% of the Purchase Price is payable to
       Alliance if it is not the successful buyer; and

   (f) Brokerage fee will be 6% for the first $1,000,000 paid for
       the Property, and then 3% for any additional amount to be
       paid by the Debtors.

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)


FOAMEX INTERNATIONAL: Wants PMC & GFC-East Settlement Pact Okayed
-----------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve the
settlement agreement with PMC, Inc., and GFC-East Rutherford, LLC.

Foamex L.P., commenced an adversary proceeding against PMC, Inc.,
alleging, inter alia, that PMC, as guarantor, breached its
obligations under their Asset Purchase Agreement dated July 6,
2001, with General Foam Corporation, GFC-East Rutherford, LLC, GFC
Foam, LLC, GFC-Trucking, Inc., and GFC, Fabricating, LLC, as
sellers.

On January 25, 2006, the Court entered a scheduling order in
connection with the Adversary Proceeding, and the parties have
been engaged in intensive discovery since then.

On July 25, 2001, GFC-ER and Foamex entered into a Real Property
Lease Agreement in which Foamex leased from GFC-ER the real
property commonly known as 13 Manor Road, East Rutherford, New
Jersey.  Pursuant to the Lease, Foamex has an option to buy the
Property.

On May 12, 2006, GFC-ER entered into a Purchase Agreement and
Escrow Instructions with Seagis East Rutherford, LLC, to sell the
Property.  The Purchase Agreement and Escrow Instructions require
that Foamex waive certain rights granted to it under the Lease,
including the Option to Buy, and agree to execute certain
documents, including a tenant estoppel certificate.

After negotiations, the parties have reached a stipulation,
pursuant to which, Foamex agrees to GFC-ER's request to waive the
rights, including the Option to Buy, subject to certain terms and
conditions.

The Stipulation also settles the Adversary Proceeding, Paul K.
Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, informs the Court.

In addition, the Debtors seek the Court's authority to file
certain portions of the Stipulation under seal, confidential and
not made available to anyone, except to the U.S. Trustee's
counsel, the Official Committee of Unsecured Creditors' counsel,
or others at the Debtors' discretion, or on further Court order.

Mr. Morgan explains that the disclosure of the confidential terms
of Stipulation would harm and prejudice the Debtors by potentially
impairing their ability to defend multi-million dollar litigation
pending in another jurisdiction.

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: Latch, Drivetrain Problems Spur Recall of 145,000 Cars
------------------------------------------------------------------
Ford Motor Company is recalling more than 145,000 vehicles in the
United States for a range of problems including defective latches
to faulty drivetrains, Reuters reports, citing the National
Highway Traffic Safety Administration.

The recall involves 139,537 2005 model-year Five Hundred and
Mercury Montego sedans and 2005-2006 model-year Freestar minivans;
and 6,164 Escape hybrid SUVs from 2006 model year, Reuters said,
based on NHTSA's records.

NHTSA's detailed report on the recall is available at the agency's
Web site at http://www.nhtsa.dot.gov/

                  Possible Renault-Nissan Tie Up

Reuters earlier reported that Nissan Motor Co. Ltd and Renault
could set their sights on the company as they continue to look for
a North American partner.

Nissan spokeswoman Mia Nielsen 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.


FORD MOTOR: Starting Buyout Offers Next Week
--------------------------------------------
Ford Motor Company will start offering its early retirement
packages to all 75,000 of its U.S. hourly employees next week, the
Associated Press reports.

Ford is offering buyout packages to its entire U.S. hourly
workforce of approximately 75,000 people.  Employees have between
Oct. 16, and Nov. 27, to select among eight different retirement,
education and other separation programs.  The programs include
tuition reimbursement for a two- or four-year college degree, a
$100,000 lump sum payment or $35,000 retirement incentive, among
others.  Employees who accept packages will leave the company
between January and September 2007.

"Though we are doing what we must to fix our business in North
America, we truly have the best interests of our employees in
mind," said Marty Mulloy, Ford Motor Company vice president, Labor
Affairs.  "We are providing a wide variety of buyout options for
employees to consider, and we are committed to providing them with
as much information as possible to help them through the process
of transitioning into their lives after Ford."

In an effort to help employees through their decision-making
process and to provide relevant information about their options,
Ford and the UAW are holding Opportunity Workshops and Opportunity
Fairs at nearly every manufacturing location in the United States.
The workshops are designed to provide information about topics
including how to start a business, going through a relocation and
going back to school.

                   Ford's Package Offering

Special Retirement Incentive:

For employees with 30 years of service or more and are at least 55
years old, or are at least 65 with one or more years of service.
Financial incentive of $35,000 pre-tax check.

Special Early Retirement:

For employees who have reached age 55, but not normal retirement
age, and who have ten or more years of credited service under the
Ford-UAW retirement plan.  Provides unreduced life income benefits
for the life of the retiree, and temporary benefits payable until
age 62 and one month.

Pre-Retirement Leave Program:

For employees with at least 28, but less than 30 years of credited
service.  Ends with retirement when the employee reaches 30 years
of service.  Employees will receive 85 percent of straight-time
pay.  After they reach 30 years of service, they would receive
their regular retirement.

Special Termination of Employment Program:

For employees with at least one year of service receive a gross
lump sum payment of $100,000.  Retirement eligible employees must
wait 23 months before retiring.

Educational Opportunity Program:

For employees with at least one year of service, includes tuition
reimbursement for up to $15,000 a year for up to four years paid
directly to the approved college or vocational school, and an
annual stipend worth 50 percent of the employee's annualized
straight-time wage rate.  Health insurance and other benefits
continue during this four-year period, but participants must
enroll in school full time (at least 12 credit hours per semester)
and maintain a "c" average to remain eligible.  Benefits and the
living expense stipend end after 4 years, or when the employee
receives their degree, certification or license.

Enhanced Special Termination of Employment Program:

Under this program, UAW-Ford employees with at least 30 years of
credited service under the Ford-UAW Retirement Plan or are at
least 55 years old with at least 10 years of credited service will
receive a lump sum pre-tax payment of $140,000.  Retirement may
take place immediately, and workers electing this option will
receive any pension benefits for which they are eligible at that
time, based on length of service.  They also will be provided with
basic health care coverage for a period of six months, but will be
ineligible for post-retirement health care and life insurance
benefits .

Focused Education Opportunity Program:

A Similar program to Educational Opportunity Program, except that
employees selecting this option will receive two years of tuition
payment, up to $15,000 per year and 70 percent of wages, instead
of 50 percent.

Family Scholarship Program:

Employees electing this program agree to terminate their
employment at Ford, and will receive a Scholarship Fund totaling
$100,000, which can be used for approved educational expenses for
their children, spouses and grandchildren.  Funds will be taxed
upon withdrawal.  Funds will be available for a 10-year period
from the employee's date of termination and if the funds are not
used within the time period, the scholarship funds will be
forfeited.

                          About Ford

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.


HCA INC: Offers to Purchase Five Outstanding Notes
--------------------------------------------------
HCA Inc., had commenced cash tender offers to purchase all of its
outstanding 8.85% medium term notes due 2007, 7% Notes due 2007,
7.25% Notes due 2008, 5.25% Notes due 2008 and 5.5% Notes due
2009.

The Company had also commenced related consent solicitations to
amend the Notes and the indenture relative to the Notes.  The
tender offers and consent solicitations are being conducted in
connection with its agreement to merge with an entity controlled
by Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co. L.P.
and ML Global Private Equity Fund, L.P.

The Company disclosed that the consent solicitations will expire
at 5:00 p.m., New York City time, on Oct. 20, 2006 and that
tendered Notes may not be withdrawn and consents may not be
revoked after the consent expiration date.  The tender offers will
expire at midnight, New York City time, on Nov. 27, 2006.

The Company says that holders tendering their Notes will be
required to consent to proposed amendments to the indenture
governing the Notes, which would amend the indenture, solely with
respect to the Notes, to eliminate substantially all of the
restrictive covenants contained in the indenture and an event of
default and to modify the covenant regarding mergers,
consolidations and transfers of the Company's properties and
assets substantially as an entirety.

The total consideration to be paid for each $1,000 principal
amount of Notes will be equal to the sum of the present value of
$1,000 plus the interest until the applicable maturity date, as
calculated by the Dealer Managers.

The total consideration includes a consent payment of $30 per
$1,000 principal amount of the Notes purchased and tendered on or
prior to the consent expiration date.

Notes tendered prior to the consent expiration date, is expected
settled on the first business day following the price
determination date on which all conditions to the tender offers
have been satisfied or waived.  For the tender offers, the
scheduled initial settlement date is Nov. 17, 2006.  For Notes
tendered after the consent expiration date, settlement will occur
promptly after the offer expiration date.

The Company has retained Citigroup Corporate and Investment
Banking, Banc of America Securities LLC, J.P. Morgan Securities
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated to act
as the Dealer Managers for the tender offers and Solicitation
Agents for the consent solicitations.

The Dealer Managers may be contacted at:

           Citigroup Corporate and Investment Banking
           Collect: (212) 723-6106
           Toll free: (800) 558-3745

           Banc of America Securities LLC
           Collect: (704) 388-4813
           Toll free: (888) 292-0070

           J.P. Morgan Securities Inc.
           Collect: (212) 270-7407

           Merrill Lynch, Pierce, Fenner & Smith Inc.
           Collect: (212) 449-4914
           Toll free: (888) 654-8637

Requests for documents relating to the tender offers and consent
solicitations may be directed to:

           The Information Agent
           Global Bondholder Services Corporation
           (212) 430-3774 (for banks and brokers only)
           (866) 924-2200 (for all others toll- free)

Headquartered in Nashville, Tennessee, HCA (Hospital Corporation
of America) Inc. -- http://www.hcahealthcare.com/-- is a
healthcare services provider, composed of locally managed
facilities that include approximately 182 hospitals and 94
outpatient surgery centers in 22 states, England and Switzerland.
At its founding in 1968, HCA was one of the nation's first
hospital companies.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006
Moody's Investors Service's in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Hospital and Long-term Care sectors,
confirmed its Ba2 Corporate Family Rating for HCA Inc.

As reported in the Troubled Company Reporter on July 26, 2006
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and senior unsecured debt ratings for hospital services
provider HCA Inc. on CreditWatch with negative implications.


HCS LYNCH: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Construction, HCS Lynch Inc.
        P.O. Box 258
        Witt, IL 62094

Bankruptcy Case No.: 06-71405

Type of Business: The Debtor is a project contractor.

Chapter 11 Petition Date: October 11, 2006

Court: Central District of Illinois (Springfield)

Debtor's Counsel: John S. Narmont, Esq.
                  209 Bruns Lane
                  Springfield, IL 62702
                  Tel: (217) 787-4130

Total Assets:   $828,250

Total Debts:  $1,287,678

Debtor's 21 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Internal Revenue Service           Trade Debt            $183,807
P.O. Box 21126
Philadelphia, PA 19114-0326

Becker, Paulson, Hoerner and       Trade Debt            $158,934
Thompson, P.C.
5111 West Main
Belleville, IL 62226

Howard Lynch                       Bank Loan             $219,600
Catherine Lynch                                       Collateral:
P.O. Box 258                                             $100,000
Witt, IL 62094                                         Unsecured:
                                                         $139,600

Nokomis Quarry                     Trade Debt             $92,724
P.O. Box 500244
St. Louis, MO 63150-0244

Midwest Municipal                  Trade Debt             $47,424
1435 North Bluff Road
Collinsville, IL 62234

Cement Masons Local 90             Trade Debt             $43,236

Altofer, Inc.                      Trade Debt             $34,529

RCS Construction                   Trade Debt             $21,092

Farmers Oil                                               $20,000

CNH Capital Credit                 Bank Loan              $18,471

Erb Equipment Company of IL, Inc.  Trade Debt              $8,828

Nationwide Recovery Systems        Trade Debt              48,459

Illinois Department of             Trade Debt              $7,295
Employment Security

Central Equipment                  Trade Debt              $7,165

Franklin Mechanical, Inc.                                  $6,728

Rose Concrete Products, Inc.                               $6,315

Anthony Supply                     Trade Debt              $6,051

Emons Law Office                   Trade Debt              $5,131

Ingersoll Rand Financial Services  Bank Loan               $5,000

Capital One Business               Trade Debt              $3,990

Capital One                                                $3,990


ILLINOIS POWER: Fitch Puts BB+ Issuer Default Rating on Neg. Watch
------------------------------------------------------------------
Fitch Ratings placed the ratings of Ameren Corp., and its
subsidiaries Central Illinois Light Company, CILCORP Inc., the
Illinois Power Company, and Central Illinois Public Service
Company on Rating Watch Negative.

The ratings of Missouri subsidiary, Union Electric Company, and
Ameren Energy Generating Company were affirmed and were unaffected
by the rating actions.

The Negative Watch results from the heightened political rhetoric
surrounding future utility rates in Illinois and uncertainty
related to recovery of the Illinois Subsidiaries' purchased power
costs.

The Speaker of the Illinois Assembly requested the Governor call a
special session of both the Assembly and the Illinois State Senate
to consider legislation that would extend the rate freeze to Dec.
31, 2009, from its current termination date of Dec. 31, 2006.  The
Governor has agreed to call a special session and to sign the bill
if the Speaker can assure him that there are sufficient votes to
pass the bill.

While it remains uncertain as to whether this or any proposal
amending current regulation will be enacted, the increasing
politicization of the issue increases the uncertainty that the
Illinois Subsidiaries will be able to recover increased power
purchased costs on a timely basis.

In September 2006, Illinois held auctions to procure supply for
2007 and portions of 2008 and 2009, and thereby establish the cost
of purchased power for the utilities.  As a result of the
auctions, the Illinois Subsidiaries are contractually obligated to
pay power purchase costs that are on average $64 per megawatt
hour, which are up to 80% higher than costs assumed in current
frozen rates.

Ameren has recommended to the Assembly that the rate increases be
phased-in over the next three years with deferred costs
subsequently recovered.

In Fitch's view, failure to pass through these costs in customer
tariffs on a timely basis would significantly impair the credit
quality of the Illinois Subsidiaries.

The ratings of CILCORP, an intermediate holding company of
AmerenCILCO with substantial debt, would also be affected by
negative legislative actions in Illinois, as it is solely
dependent upon the upstreaming of dividends from AmerenCILCO to
service its debt.

The ratings of Ameren are also placed on Negative Watch because
any significant impairment to the credit quality of the Illinois
Subsidiaries could result in a decrease or elimination of upstream
dividends to the parent company from these entities.  Fitch
recognizes that the majority of the dividends to the parent are
from Ameren's Missouri-based utility, AmerenUE, as well as
AmerenGen.

Additionally, Ameren's parent company debt is modest and the bulk
of upstreamed dividends are used to pay common shareholder
dividends, which are discretionary.  Thus while the probability of
a negative rating action for Ameren is highly correlated to that
of its Illinois Subsidiaries, the magnitude of any potential
rating change is significantly lower.

The ratings of AmerenUE and AmerenGen were affirmed and unaffected
by the rating actions, which is in large part due to recent
changes in short-term bank financing arrangements among the Ameren
companies.

The Illinois Subsidiaries are no longer able to borrow under
Ameren's $1.15 billion revolving credit facility, with Ameren
Corp, AmerenUE and AmerenGen as the only eligible borrowers under
the line.

In addition, the $1.15 billion facility has no cross-default
provisions and limits inter-company transactions to the Illinois
Subsidiaries.

Currently, most of AmerenGen's output is sold under contracts
which are at prices 30% to 50% below market prices established in
the recent auction.  Fitch anticipates that irrespective of any
legislation affecting the Illinois Subsidiaries, AmerenGen will be
able to sell its power at prices well above those in its current
contracts.

These ratings have been placed on Negative Watch:

  Ameren Corp:

    -- Issuer Default Rating (IDR) 'A-'
    -- Senior unsecured 'A-'
    -- Short-term IDR 'F2'
    -- Commercial paper 'F2'

  AmerenCIPS:

    -- IDR 'BBB+'
    -- Senior secured 'A'
    -- Senior unsecured 'A-'
    -- Preferred stock 'BBB+'

  AmerenCILCO:

    -- IDR 'BBB+'
    -- Senior secured 'A'
    -- Senior unsecured 'A-'
    -- Preferred stock 'BBB+'
    -- Short-term IDR 'F2'
    -- CP 'F2'

  CILCORP:

    -- IDR 'BBB+'
    -- Senior unsecured 'BBB+'

  AmerenIP:

    -- IDR 'BB+'
    -- Senior secured 'BBB'
    -- Senior unsecured 'BBB-'
    -- Preferred stock 'BB+'

These ratings have been affirmed:

  AmerenUE:

    -- IDR 'A-'
    -- Senior secured 'A+'
    -- Senior unsecured 'A'
    -- Subordinate debt 'A-'
    -- Preferred stock 'A-'
    -- Short-term IDR 'F1'
    -- CP 'F1'

The Rating Outlook is Stable.

  AmerenGen:

    -- IDR 'BBB+'
    -- Senior unsecured 'BBB+'

The Rating Outlook is Stable.


INCO LTD: Union Steelworkers Ratify Agreement with Voisey's Bay
---------------------------------------------------------------
Members of the United Steelworkers Local 6480 have said yes to a
tentative agreement reached last Saturday with Inco Ltd.
subsidiary Voisey's Bay Nickel Company.

Not only does the ratification mean an end to a two-month strike
and an immediate return to work, it means workers have accepted a
settlement that guarantees parity with other Inco sites in Ontario
and Manitoba.

This first contract for the 120 workers at the remote Labrador
mine site provides a 15.5-per-cent increase in wages over three
years, a nickel bonus, improved Earnings Compensation Bonus, a
cost-of-living allowance, a $6,000 back-to-work retention bonus,
and doubled employer pension contributions.

The union also negotiated improved vacation, overtime, bereavement
and sick leave, health benefits and a statutory holiday
recognizing National Aboriginal Day on June 21.

"This agreement is an important milestone for these members and
their communities," said USW Ontario/Atlantic Director Wayne
Fraser.  "Their commitment to gaining parity with other Inco
employees was unwavering.  Their solidarity, coupled with support
from USW members in Sudbury, Port Colborne and Thompson, MB, was
able to overcome the isolation of maintaining a picket line in a
remote area of Labrador.  "It was an amazing struggle with a great
outcome."

                        About Inco Ltd.

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- produces nickel, which is used primarily
for manufacturing stainless steel and batteries.  Inco also
mines and processes copper, gold, cobalt, and platinum group
metals.  It makes nickel battery materials and nickel foams,
flakes, and powders for use in catalysts, electronics, and
paints.  Sulphuric acid and liquid sulphur dioxide are produced
as byproducts.  The company's primary mining and processing
operations are in Canada, Indonesia, and the U.K.

                          *     *     *

Inco Limited's 3-1/2% Subordinated Convertible Debentures due
2052 carry Moody's Investors Service's Ba1 rating.


INTERSTATE BAKERIES: Can Purchase Wachovia Equipment for $2.8 Mil.
------------------------------------------------------------------
The Honorable Jerry W. Venters of the U.S. Bankruptcy Court for
the Western District of Missouri authorized Interstate Bakeries
Corporation and its debtor-affiliates to purchase the tractors and
trailers with respect to the Schedule IV Agreement with Wachovia
Financial Services, Inc., for $2,854,123 in the aggregate.

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Wachovia Financial Services, Inc., formerly known as First Union
Commercial Corporation, and the Debtors were parties to an
Equipment Lease dated May 19, 1992, three Schedules of Leased
Equipment, and 12 associated Acceptance Certificates.  Pursuant
to the Agreements, Wachovia provided the Debtors with tractors,
trailers, and route trucks.

In August 2005, the Debtors purchased certain equipment from
Wachovia pursuant to Schedule III Certificates.

Each of the three Certificates under Schedule IV will reach the
end of its basic term by Nov. 30, 2006.  Pursuant to the Schedule
IV Agreement, the Debtors will purchase from Wachovia the tractors
and trailers in Certificates Nos. 1 through 3:

                                    Basic Term
   Certificate No.    Equipment      End Date    Purchase Price
   ---------------   -----------    ----------   --------------
          1          106 Tractors   07/19/2006       $1,786,029
          2           96 Trailers   09/18/2006          643,735
          3           27 Tractors   11/29/2006          424,359
                                                 --------------
                                         Total       $2,854,123

The salient terms of the Schedule IV Agreement are:

   (a) Pursuant to the Master Lease, the Debtors will reimburse
       $26,000 to Wachovia for reasonable legal fees and expenses
       related to the Lease;

   (b) If all Basic Rent for the Basic Term of a Schedule IV
       Certificate has not been paid to Wachovia as of the tender
       of the respective Purchase Price, the unpaid Basic Rent
       will be paid in immediately available funds simultaneously
       with the payment of the Purchase Price.

   (c) The Purchase Price for each Schedule IV Certificate will
       be reduced dollar for dollar by the amount of Post-Term
       Rent, if any, paid by the Debtors to Wachovia after the
       end of the Basic Term for that Schedule IV Certificate;

   (d) The sale of all Schedule IV Equipment pursuant to the
       Agreement will be on an "as is/where is" basis, without
       Any representation by Wachovia except as to title and with
       the Debtors to bear all costs of transfer;

   (e) Wachovia may withhold delivery of titles of certain
       Schedule IV Equipment until it has received in immediately
       available funds the Purchase Price, its Legal Expenses and
       all due and payable Basic Rent on that Schedule IV
       Certificate.

   (f) The Agreement will be in full and final satisfaction of
       all of the parties' rights, claims and defenses with
       respect to Schedule No. IV, the Schedule IV Certificates,
       the Equipment, and any related provisions of the Master
       Lease.  The Debtors waive their rights pursuant to Section
       547 of the Bankruptcy Code as to any transfers made with
       respect to the Master Lease, the Schedules and the
       Certificates.

   (g) The Agreement does not prejudice any other right, claim or
       argument of the Debtors, Wachovia, or any party-in
       interest.

   (h) Wachovia will withdraw, with prejudice, Claim Nos. 6910
       and 7803.  Wachovia will also amend Claim No. 6917 to
       reduce it to an unsecured claim for $387,646.

The Schedule IV Equipment would be purchased at a discount of
approximately 42% to the wholesale values for those equipment
according to the National Automobile Dealers Association Official
Commercial Truck Guide June 2006.

The tractors and trailers under the Schedule IV Certificates are
some of the youngest in the Debtors' fleet and the least expensive
to operate.  The Debtors anticipate that they will continue to use
the vehicles after the consolidation activities.

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)


INVERNESS MEDICAL: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its B3 Corporate
Family Rating Inverness Medical Innovations Inc. and upgraded the
company's Caa3 Rating on Senior Unsecured First Lien Revolver due
2010 to Caa2.  Moody's assigned those debentures an LGD5 rating
suggesting noteholders will experience a 82% loss in case of
default.

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

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

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

Based in Waltham, Massachusetts, Inverness Medical Innovations,
Inc. -- http://www.invernessmedical.com/-- makes diagnostic
products including home pregnancy tests and fertility monitors.
The Company also manufactures consumer vitamins and nutritional
products.


ISLE OF CAPRI: Stockholders' Meeting Set for October 26
-------------------------------------------------------
Isle of Capri Casinos, Inc., will hold its 2006 Annual Meeting of
Stockholders at Isle of Capri Casino & Hotel, 100 Isle of Capri
Boulevard in Boonville, Missouri, on Oct. 26, 2006, at 9:00 a.m.,
central time.

During the meeting, the Company's stockholders will be asked to
elect eight persons to the Board of Directors and  transact such
other business as may properly come before the Annual Meeting.
The eight nominees for election to the Board are:

       1) Bernard Goldstein
       2) Robert S. Goldstein
       3) Emanuel Crystal
       4) Alan J. Glazer
       5) W. Randolph Baker
       6) Jeffrey D. Goldstein
       7) John G. Brackenbury
       8) Shaun R. Hayes

The record date for the determination of stockholders entitled to
vote at the Annual Meeting is the close of business on
Aug. 31, 2006.

Based in Biloxi, Miss., Isle of Capri Casinos, Inc. (Nasdaq: ISLE)
-- http://www.islecorp.com/-- develops and owns gaming and
entertainment facilities.  The Company owns and operates riverboat
and dockside casinos in Biloxi, Vicksburg, Lula and Natchez,
Miss.; Bossier City and Lake Charles (two riverboats), La.;
Bettendorf, Davenport and Marquette, Iowa; and Kansas City and
Boonville, Mo.  The Company also owns a 57% interest in and
operates land-based casinos in Black Hawk (two casinos) and
Cripple Creek, Colorado.  Isle of Capri's international gaming
interests include a casino that it operates in Freeport, Grand
Bahama, and a 2/3 ownership interest in casinos in Dudley, Walsal
and Wolverhampton, England.  The company also owns and operates
Pompano Park Harness Racing Track in Pompano Beach, Fla.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2006,
Standard & Poor's Ratings Services placed its ratings on Isle of
Capri Casinos Inc., including its 'BB-' corporate credit rating,
on CreditWatch with negative implications.

Moody's Investors Service affirmed its Ba3 Corporate Family Rating
on Isle of Capri Casinos in connection with its implementation of
the new Probability-of-Default and Loss-Given-Default rating
methodology for the Gaming, Lodging & Leisure sector.  Moody's
assigned LGD ratings to four of the Company's debts including a
LGD5 rating on its 9% Sr. Sub. Notes, suggesting debt holders will
experience a 76% loss in the event of a default.


ISLE OF CAPRI: Hayground Cove Buys 5.53% Equity Stake
-----------------------------------------------------
In a Schedule 13D filing on Isle of Capri Casinos Inc., Jason Ader
of Hayground Cove Asset Management disclosed his purchase of 5.53%
of the Company's outstanding common stock.

Hayground Cove reported that it used approximately $39,193,452 of
funds provided by working capital to acquire 1,899,450 shares of
the Company's common stock.

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

A full-text copy of the Schedule 13D filed with the Securities and
Exchange Commission is available for free at:

             http://researcharchives.com/t/s?1341

Based in Biloxi, Miss., Isle of Capri Casinos, Inc. (Nasdaq: ISLE)
-- http://www.islecorp.com/-- develops and owns gaming and
entertainment facilities.  The Company owns and operates riverboat
and dockside casinos in Biloxi, Vicksburg, Lula and Natchez,
Miss.; Bossier City and Lake Charles (two riverboats), La.;
Bettendorf, Davenport and Marquette, Iowa; and Kansas City and
Boonville, Mo.  The Company also owns a 57% interest in and
operates land-based casinos in Black Hawk (two casinos) and
Cripple Creek, Colorado.  Isle of Capri's international gaming
interests include a casino that it operates in Freeport, Grand
Bahama, and a 2/3 ownership interest in casinos in Dudley, Walsal
and Wolverhampton, England.  The company also owns and operates
Pompano Park Harness Racing Track in Pompano Beach, Fla.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2006,
Standard & Poor's Ratings Services placed its ratings on Isle of
Capri Casinos Inc., including its 'BB-' corporate credit rating,
on CreditWatch with negative implications.

Moody's Investors Service affirmed its Ba3 Corporate Family Rating
on Isle of Capri Casinos in connection with its implementation of
the new Probability-of-Default and Loss-Given-Default rating
methodology for the Gaming, Lodging & Leisure sector.  Moody's
assigned LGD ratings to four of the Company's debts including a
LGD5 rating on its 9% Sr. Sub. Notes, suggesting debt holders will
experience a 76% loss in the event of a default.


JAMES DARR: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: James David Darr
        P.O. Box 3472
        Ballwin, MO 63022

Bankruptcy Case No.: 06-44820

Chapter 11 Petition Date: October 10, 2006

Court: Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: A. Thomas DeWoskin, Esq.
                  Danna McKitrick, P.C.
                  150 North Meramec, 4th Floor
                  St. Louis, MO 63105
                  Tel: (314) 726-1000
                  Fax: (314) 725-6592

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


KARA HOMES: Case Summary & 233 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 filing separate chapter 11 petitions on
Oct. 10, 2006:

      Entity                                     Case No.
      ------                                     --------
      Kara at Hawkins Ridge, LLC                 06-19757
      Bergen Mills Estates, LLC                  06-19758
      Hartley Estates by Kara, LLC               06-19759
      Horizons at Woods Landing, LLC             06-19760
      Winding Run Estates by Kara, LLC           06-19764
      Kara at the Glen Eyre, LLC                 06-19765
      Horizons at Birch Hill, LLC                06-19767
      Kara at Crine West, LLC                    06-19770
      Sterling Acres at Monroe, LLC              06-19774
      Kara at Mt. Arlington I, LLC               06-19780
      Kara at Mt. Arlington II, LLC              06-19782
      Kara at Park Ridge Estates, LLC            06-19783

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

Chapter 11 Petition Date: October 9, 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 the debtor-affiliates that filed on
October 10, 2006:

   Entity                          Total Assets    Total Debts
   ------                          ------------    -----------
Kara at Hawkins Ridge, LLC           $8,095,000     $8,700,176
Bergen Mills Estates, LLC           $19,833,000    $14,489,513
Hartley Estates by Kara, LLC         $2,652,000     $2,804,697
Horizons at Woods Landing, LLC      $14,095,000    $11,626,402
Winding Run Estates by Kara, LLC    $15,666,000     $8,261,766
Kara at the Glen Eyre, LLC          $24,141,000    $18,554,275
Horizons at Birch Hill, LLC         $35,136,000    $26,335,212
Kara at Crine West, LLC             $25,228,000    $23,057,185
Sterling Acres at Monroe, LLC        $5,668,000     $4,031,514
Kara at Mt. Arlington I, LLC        $31,370,000    $25,045,460
Kara at Mt. Arlington II, LLC        $3,652,000     $1,643,325
Kara at Park Ridge Estates, LLC      $3,046,000     $3,548,807

A. Kara at Hawkins Ridge, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Barthelus, Renald             Deposit                   $194,078
2 Sienna Drive
Jackson, NJ 08527

Kokolus, Bernadette and       Deposit                   $183,390
Edward
3 Knightsbridge Place
Jackson, NJ 08527

Lentz, Jeffrey and Patricia   Deposit                   $138,179
75 First Street
NJ 07743

Rogulski, Al                  Deposit                   $131,835
3230 Johnson Avenue
Manchester, NJ

Al Mamum                                                $108,897

Benchmark Inc.                                          $103,096
450 Oberlin Avenue South
Lakewood, NJ 08701

A-1 Bracket                                             $100,707
145 W. Philadelphia Avenue
Morrisville, PA 19067

Moskal, Thomas and Kristine   Deposit                    $96,301
7 Spectrum Court
Jackson, NJ 08527

Billups, Jonathan and Gina    Deposit                    $87,890
62 Renee Court
Jackson, NJ 08527

Integrated Home Technologies                             $85,628
400-B Spotswood
Englishtown Road
Monroe Township, NJ 08831

James R. Ientile, Inc.                                   $84,289
28 Vanderburg Road
Marlboro, NJ 07746

Unger, Dennis and Donna       Deposit                    $81,212
4 Revere Court
Allentown, NJ 08501

Soubasis, Thomas C. and       Deposit                    $73,490
Lisa A.
33 Hickory Hill
Jackson, NJ 08527

Shanoy, Ramchandr             Deposit                    $70,990
1 Princeton Squire Lane
Princeton Junction, NJ 08550

The Esposito Group LLC                                   $51,652
8 Chatham Court
Matawan, NJ 07747

Strober Building Supply Inc.                             $45,335
81 Kresson Road
Haddonfield, NJ 08033

RWZ Inc. Stairs & Rails                                  $43,890
520 James Street
Lakewood, NJ 08701

Shoreline Plumbing &                                     $37,225
Heating
447 Stage Road
Tuckerton, NJ 08087

Lovett, Thomas and Hollyann   Deposit                    $36,000
14 Stonehendge Court
Jackson, NJ 08527

Kim, Arthur and Nancy         Deposit                    $34,472
16 Spruce Meadow Drive
Monroe Township, NJ 08831

B. Bergen Mills Estates, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Letson's Landscaping                                    $452,851
P.O. Box 765
Old Bridge, NJ 08857

Salvadore, Richard and Anna   Deposit                   $365,080
3 Talmadge Drive
Monroe Township, NJ 08831

Davis, Troy and Ana                                     $243,220
171 Shinnecock Drive
Englishtown, NJ 07726

Patel, Dipti S.               Deposit                   $221,200
17 Cheryl Lane
Monroe Township, NJ 08831

Bill Smith Photography                                  $209,772
743 Colts Neck Road
Freehold, NJ 07728

Yousuf, Mohammed and Seema    Deposit                   $195,192
2 Goldfinch Court
Piscataway, NJ 08854

Caruso, Frank and Laurie      Deposit                   $174,633
37 Eldorado Way
Monroe Township, NJ 08831

Cardile, Christopher D. and   Deposit                   $159,560
Cindy
179 Bridgetown Street
Staten Island, NY 10314

Kim, Lily and Kiyoung,        Deposit                   $153,381
Kenneth
62 Continental Circle
Totowa, NJ 07512

Kim, Young Hee                Deposit                   $152,493
9 Mallow Street
Staten Island, NY 10309

Lewis, Arthur H. and Gene D.  Deposit                   $149,873
P.O. Box 67
Piscataway, NJ 08854

F&C Professional Aluminum                               $131,900
350 Leland Avenue
Plainfield, NJ 07062

Air Consulting Services, LLC                            $131,611
301 East Ward Street
Hightstown, NJ 08520

Rele, Niket and Harsha        Deposit                   $123,997
43 Pine Ridge Drive
Edison, NJ 08820

Hogarty, Kathleen and         Deposit                   $116,208
Kenney, Robert
189 Seidman Avenue
Staten Island, NY 10312

The Esposito Group LLC                                  $110,534
8 Chatham Court
Matawan, NJ 07747

Sunrise Concrete Company                                $109,618
P.O. Box 435
Rushland, PA 18956

Delvax Investments            Deposit                   $109,000
3 Talmadge Drive
Monroe Township, NJ 08831

Ramnarian, Hardat and         Deposit                   $104,000
Patricia
122 Laguardia Avenue
Iselin, NJ 08830

Imagistics                                              $103,490
7555 E. Hampden Avenue
Denver, CO 80231

C. Hartley Estates by Kara, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Strober Building Supply                                 $179,037
Truss
81 Kresson Road
Haddonfield, NJ 08033

Builders First Source                                   $175,935
20 South Middlesex Avenue
Monroe Township, NJ 08831

Fireside Hearth & Home                                  $156,128
P.O. Box 414845
Boston, MA 02241

Wagner Electric Corp.                                   $123,570
449 Washington Road
Sayreville, NJ 08872

Geddes, David and Bonnie      Deposit                   $108,599
4 Patricia Avenue
Edison, NJ 08837

Romeo, Joseph and Pesia       Deposit                    $96,735
1494 Cedarwood Drive
Lakewood, NJ 08701

A-1 Bracket                                              $88,029
145 W. Philadelphia Avenue
Morrisville, PA 19067

Sunrise Concrete Co.                                     $85,269
P.O. Box 435
Rushland, PA 18956

C&R Plumbing & Heating Inc.                              $83,721
822 Route 9
Lanoka Harbor, NJ 08734

ADE, Inc.                                                $68,105
P.O. Box 538
Lanoka Harbor, NJ 08734

Sirchio, William and Marion   Deposit                    $62,443
1317 Warwick Lane
Lanoka Harbor, NJ 08734

Michael J. Wright                                        $49,374
Construction Co.
16 Madison Avenue
Toms River, NJ 08753

Strober Building Supply Inc.                             $27,656
81 Kresson Road
Haddonfield, NJ 08033

Adams, Rehmann & Heggan                                  $22,217
850 South White Horse Pike
Hammonton, NJ 08037

E.L. Pierson Contracting &                               $19,400
Truck
14 Reckendorfer Avenue
Elmer, NJ 08318

RWZ Inc. Stairs and Rails                                $10,473
520 James Street
Lakewood, NJ 08701

Scheer's Inc.                                            $10,335
601 Oakmont Street
Suite 400
Westmont, IL 60559

Haugland, David and Juliete   Deposit                    $10,000
39 Jacques Way
Wading River, NY 11792

Fortune Insulation Contr.                                 $8,370
Inc.
6599 Delilah Road
Egg Harbor Township
NJ 08234

Blue Ribbon Roofing and                                   $8,251
Siding
1575 Route 37 West
Toms River, NJ 08753

D. Horizons at Woods Landing, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
C&R Plumbing & Heating                                  $272,565
822 Route 9
Lanoka Harbor, NJ 08734

Sunrise Concrete Company                                $209,246
P.O. Box 435
Rushland, PA 18956

East Lake Interiors LLC                                 $195,378
215 Edgewood Avenue
West Berlin, NJ 08091

Home Remodeling Concepts                                $148,214
4 Dale Drive
Fairfield, NJ 07004

Blue Ribbon Roofing and                                 $137,986
Siding
1575 Route 37 West
Toms River, NJ 08753

Blue Line Drywall &                                     $125,470
Insulation
500 Highway 33
Englishtown, NJ 07726

Century Kitchens, Inc.                                  $124,668
Route 309 & RR Crossing
Colmar, PA 18915

Gosline Nissen Fire                                     $117,291
Protection
P.O. Box 121
Manahawkin, NJ 08050

Arisokraft                                              $113,672
P.O. Box 75527
Chicago, IL 60675

MAC Electrical Contracts                                $103,555
1889 Route 9
Toms River, NJ 08755

A.W. Meyer Co, Inc.                                      $77,120
509 Broad Avenue
Ridgefield, NJ 07657

A-1 Bracket                                              $73,868
145 W. Philadelphia Avenue
Morrisville, PA 19067

Pollara, Joseph and Rosary    Deposit                    $70,382
20 Moore Road
Marlboro, NJ 07746

ADE, Inc.                                                $67,676
P.O. Box 538
Lanoka Harbor, NJ 08734

Cagno, James J. and Gail E.   Deposit                    $66,797
46 Milestone Drive
Ringoes, NJ 08551

Vintage                                                  $63,354
811 Sixteenth Avenue
Belmar, NJ 07719

Banner Enterprises                                       $61,060
19 Main Street
Trenton, NJ 08691

Baltera, Robert F. and Carol  Deposit                    $60,602
A.
773 Pelham Avenue
Warminster, PA 18974

TBU Companies LLC                                        $59,412
433 Middle Road
Hazlet, NJ 07730

Township of Hamilton                                     $58,080
6101 13th Street, Suite 202
Mays Landing, NJ 08330

E. Winding Run Estates by Kara, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Contract Deposits             To be supplied          $1,100,468
[Address not provided]

Sunrise Concrete Company                                $141,453
P.O. Box 435
Rushland, PA 18956

Environmental Stone Works                               $107,117
98 Pheasant Run Road
Orwigsburg, PA 17961

Sussex Contracting, LLC                                  $95,895
236 Berkshire Avenue
Paterson, NJ 07502

Pard Contractors Inc.                                    $91,909
P.O. Box 368
South River, NJ 08882

Woodhaven Lumber &                                       $84,865
Millwork
P.O. Box 870
Lakewood, NJ 08701

Benchmark Inc.                                           $65,930
450 Oberlin Avenue South
Lakewood, NJ 08701

Flemington Dept. Store                                   $56,915
151 Route 31
Flemington, NJ 08822

Willis Construction Services                             $49,109
25B Vreeland Road
Florham Park, NJ 07932

Innovative Heating and                                   $48,448
Cooling
501 Prospect Street
Lakewood, NJ 08701

Home Remodeling Concepts                                 $45,459
4 Dale Drive
Fairfield, NJ 07004

Petruzelli Brothers                                      $38,475
1001 Shrewsbury Avenue
Shrewsbury, NJ 07702

AquaMist                                                 $33,569
Irrigation of NJ
28 James Street
South Hackensack, NJ 07606

Guardian Protective Services                             $29,634
204 Diplomat Drive
Philadelphia, PA 19113

Mastracola Plumbing                                      $22,786
1226 New Market Avenue
South Plainfield, NJ 07080

RWZ Inc. Stairs & Rails                                  $21,396
520 James Street
Lakewood, NJ 08701

Scheer's Incorporated                                    $21,093
601 Oakmont Street
Suite 400
Westmont, IL 60559

Jillette Advertising Inc.                                $20,745
746 Highway 34
Matawan, NJ 07747

Century Kitchens, Inc.                                   $20,322
Route 309 & RR Crossing
Colmar, PA 18915

First Choice Construction                                $19,590
Eatontown, NJ 07724
First Choice Construction

F. Kara at the Glen Eyre, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Contract Deposits             To be supplied            $715,062
[Address not provided]

A-1 Bracket                                             $119,664
145 W. Philadelphia Avenue
Morrisville, PA 19067

Manzo-Maroba Construction                                $81,302
Beacon Hill Place
Morganville, NJ 07751

Investors Savings Bank                                   $71,294
Attn: Alex Chiarella
101 JFK Parkway
Short Hills, NJ 07078

Fenton Tile Company                                      $62,767
P.O. Box 430
Windsor, NJ 08561

Polo Plumbing                                            $58,041
14 Charles Street
Metuchen, NJ 08840

Home Remodeling Concepts                                 $53,568
4 Dale Drive
Fairfield, NJ 07004

Strober Building Supply Inc.                             $44,460
81 Kresson Road
Haddonfield, NJ 08033

Air Management Heating and                               $32,850
Air
30 Rachel Terrace
Piscataway, NJ 08854

Benchmark Inc.                                           $30,787
450 Oberlin Avenue South
Lakewood, NJ 08701

East Lake Interiors LLC                                  $29,419
215 Edgewood Avenue
West Berlin, NJ 08091

Bill Stroud Excavating Inc.                              $28,524
81 River Road
Flanders, NJ 07836

Quality Insulation, LLC                                  $28,519
13B Jules Lane
New Brunswick, NJ 08901

RWZ Stairs and Rails                                     $28,490
520 James Street
Lakewood, NJ 08701

Jillette Advertising Inc.                                $25,620
746 Highway 34
Matawan, NJ 07747

ACH Concrete Corp                                        $24,049
3 Manor Drive
Mount Holly, NJ 08060

Township of Mays Landing                                 $22,637
6101 13th Street, Suite 202
Mays Landing, NJ 08330

Century Kitchens, Inc.                                   $16,172
Route 309 & RR Crossing
Colmar, PA 18915

Varsity, Inc.                                            $14,053
1204 Main Street
Kingston, PA 18704

Wagner Electric Corp.                                    $14,031
449 Washington Road
Sayreville, NJ 08872

G. Horizons at Birch Hill, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bayshore Regional Sewer                                 $228,021
Authority
100 Oak Street
Keyport, NJ 07735

Garzaniti, Maryann            Deposit                    $79,135
246 McBain Avenue
Staten Island, NY 10309

Heldon, John Jr. and          Deposit                    $77,303
Virginia D.
432 Hillside Avenue
Allendale, NJ 07401

Simon, Karen F. and Bruce J.  Deposit                    $72,969
8 Little Falls Way
Scotch Plains, NJ 07076

Rose, Richard and Barbara     Deposit                    $71,990
321 Mayfair Drive
Brooklyn, NY 11234

Kapelnikov, Polina            Deposit                    $65,883

File, Deborah                 Deposit                    $59,190
3 Allwood Road
East Brunswick, NJ 08816

Wilentz Goldman & Spitzer                                $57,279
99 Woodbridge Center Drive
Woodbridge, NJ 07095

Baum, Lila                    Deposit                    $51,882
1931 E. 27th Street
Brooklyn, NY 11229

Reedman, Derek and            Deposit                    $48,250
Linda Reedman

Goldberg, Alexander           Deposit                    $45,735
11 Amaganset Drive
Morganville, NJ 07751

Farag, Hala                   Deposit                    $45,228
4 Carlisle Court
East Brunswick, NJ 08816

Brodsky, Mikhail and Faina    Deposit                    $45,092
1583 82nd Street
Brooklyn, NY 11228

DeJohn, Joseph and Diane      Deposit                    $44,891
32 Lark Place
Old Bridge, NJ 08857

Clory, Nellie                 Deposit                    $44,593
160 Parkside Ave, 3M
Brooklyn, NY 11226

Barsoom, Naguiy               Deposit                    $44,528
54 Dutch Road
East Brunswick, NJ 08816

Parrella, Pasuelina and       Deposit                    $44,356
Rocco
152 Chesterfield Lane
Toms River, NJ 08757

Benz, Janet                   Deposit                    $42,735
2169 E. 70th Street
Brooklyn, NY 11234

Township of Old Bridge                                   $37,164
1 Old Bridge Plaza
Old Bridge, NJ 08857

Baten, Sam and Carol A.       Deposit                    $31,490
11 Jeremy Court
Lincoln Park, NJ 07035

H. Kara at Crine West, LLC's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Contract Deposits                        $2,173,691
[Address not provided]

All County Aluminum Inc.                   $218,047
560 Cross Street
Lakewood, NJ 08701

Jocama Construction Corp                   $164,570
322 Spring Valley Road
Old Bridge, NJ 08857

Fenton Tile Company                        $124,696
PO Box 430
Windsor, NJ 08561

Strober Building Supply, Inc.              $104,436
81 Kresson Road
Haddonfield, NJ 08033

A-1 Bracket                                 $99,420
145 W. Philadelphia Avenue
Morrisville, PA 19067

Shoreline Plumbing & Heating                $97,359
447 Stage Road
Tuckerton, NJ 08087

Home Remodeling Concepts                    $95,278
4 Dale Drive
Fairfield, NJ 07004

TJS Floorcovering, Inc.                     $94,962
824 B Eastgate Drive
Mount Laurel, NJ 08054

Strober Building Supply Truss               $89,608
81 Kresson Road
Haddonfield, NJ 08033

Michael J. Wright                           $86,739
Construction Co., Inc.
16 Madison Avenue

Township of Marlboro                        $84,242
1979 Township Drive
Marlboro, NJ 07746

Marlboro Lawn Inc.                          $63,892
P.O. Box 122
Marlboro, NJ 07746

Menser's Heating and Air, Inc.              $52,253
800 Park Avenue
Lakewood, NJ 08701

Stavola                                     $49,983
175 Drift Road
Eatontown, NJ 07724

Vintage                                     $48,880
811 Sixteenth Avenue
Belmar, NJ 07719

Benchmark Inc.                              $44,453
450 Oberlin Avenue South
Lakewood, NJ 08701

RWZ Inc. Stairs & Rails                     $41,277
520 James Street
Lakewood, NJ 08701

Lieb, Gene                                  $39,345
439 B Route 34
Matawan, NJ 07747

Quality Insulation, LLC                     $33,958
13B Jules Lane
New Brunswick, NJ 08901

I. Sterling Acres at Monroe, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Contract Deposits             To be supplied            $612,742
[Address not provided]

East Lake Interiors LLC                                  $58,790
215 Edgewood Avenue
West Berlin, NJ 08091

East Lake Interiors LLC                                  $58,790
215 Edgewood Avenue
West Berlin, NJ 08091

Duffy, Dolce, McManus                                    $49,450
634 Lost Pine Way
Absecon, NJ 08205

Strober Building Supply Inc.                             $45,345
81 Kresson Road
Haddonfield, NJ 08033

ACH Concrete Corp                                        $36,057
3 Manor Drive
Mount Holly, NJ 08060

Dubell Lumber Co.                                        $31,412
P.O. Box 1449
Medford, NJ 08055

DSJ Construction                                         $30,776
1414 Route 130 North
Burlington, NJ 08016

A-1 Bracket                                              $26,858
145 W. Philadelphia Avenue
Morrisville, PA 19067

Woodhaven Lumber & Millwork                              $26,707
P.O. Box 870
Lakewood, NJ 08701

Michael J. Wright                                        $25,818
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

Concord Truss                                            $23,023
432 South Evergreen Avenue
Woodbury Heights, NJ 08097

Shoreline Plumbing & Heating                             $22,601
447 Stage Road
Tuckerton, NJ 08087

RWZ Inc. Stairs & Rails                                  $19,565
520 James Street
Lakewood, NJ 08701

Benchmark Inc.                                           $16,658
450 Oberlin Avenue South
Lakewood, NJ 08701

ADE, Inc.                                                $15,317
P.O. Box 538
Lanoka Harbor, NJ 08734

EL Pierson Contracting &                                 $13,556
Truck
14 Reckendorfer Avenue
Elmer, NJ 08318

Strober Building Supply                                  $13,312
Truss
81 Kresson Road
Haddonfield, NJ 08033

Jillette Advertising Inc.                                $10,009
746 Highway 34
Matawan, NJ 07747

Liberty Overhead Inc.                                     $5,619
718 Old Shore Road
Forked River, NJ 08731

J. Kara at Mt. Arlington I, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
R&R Construction Co., Inc.                              $732,100
105-B Parker Road
Chester, NJ 07930

Concrete Systems                                        $405,387
45 Lupine Way
Stirling, NJ 07980

Schindler Elevator                                      $310,526
Corporation
P.O. Box 70433
Chicago, IL 60673

Blue Ridge Drywall                                      $229,390
P.O. Box 189
Manville, NJ 08835

PK&P Contracting, Inc.                                  $194,715
5 Tuscan Drive East
Freehold, NJ 07728

Technological Building                                  $168,235
Structures
Phillipsburg, NJ 08865

Prestige Plumbing, Inc.                                 $164,065
65 A. Park Avenue
Randolph, NJ 07869

Paint America Contracting                                $93,114
100 Bassett Highway
Dover, NJ 07801

Strober Building Supply Inc.                             $80,733
81 Kresson Road
Haddonfield, NJ 08033

Flemington Dept. Store                                   $77,849
151 Route 31
Flemington, NJ 08822

Air Management Heating and                               $75,637
Air
30 Rachel Terrace
Piscataway, NJ 08854

Cuntis Inc.                                              $63,375
20 Veterans Drive
South River, NJ 08882

Samuel Stothoff Co., Inc.                                $54,594
P.O. Box 306
Flemington, NJ 08822

Gilmore, Patricia             Deposit                    $52,527
56 Warren Street
Morristown, NJ 07961

French and Parrello Assoc.                               $49,558
1800 Route 34
Belmar, NJ 07719

Varsity, Inc.                                            $49,162
1204 Main Street
Kingston, PA 18704

Aqua-Mist Irrigation of NJ                               $46,493
28 James Street
South Hackensack, NJ 07606

Leopard Framing Corp.                                    $46,207
P.O. Box 146
Nutley, NJ 07110

Benchmark Inc.                                           $42,745
450 Oberlin Avenue South
Lakewood, NJ 08701

Wagner Electric Corp.                                    $42,620
449 Washington Road
Sayreville, NJ 08872

K. Kara at Mt. Arlington II, LLC's 18 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Township of Mt. Arlington                    $5,903
419 Howard Blvd
Mount Arlington, NJ 07856

Sunrise Concrete Company                     $5,300
P.O. Box 435
Rushland, PA 18956

Marlboro Lawn Inc.                           $5,130
P.O. Box 122
Marlboro, NJ 07746

Willis Construction Services                 $4,714
25B Vreeland Road
Florham Park, NJ 07932

Manzo-Maroba Construction                    $4,300
Beacon Hill Place
Morganville, NJ 07751

The Esposito Group LLC                       $3,172
8 Chatham Court
Matawan, NJ 07747

Scheer's Incorporated                        $2,291
601 Oakmont Street, Suite 400
Westmont, IL 60559

First Choice Construction                    $1,900
Eatontown, NJ 07724

East Coast Site Work                         $1,790
6 Dickens Court
Howell, NJ 07731

National Waterproofing Inc.                    $825
P.O. Box 129
Berlin, NJ 08009

Straight Edge Striping                         $750
18 Rue Cezanne
Somerset, NJ 08873

A-1 Bracket                                    $700
145 W. Philadelphia Avenue
Morrisville, PA 19067

All Seasons Maintenance                        $680
6 Dickens Court
Howell, NJ 07731

John Peterman Trucking                         $280
26 Nicholas Drive
Old Bridge, NJ 08857

Bailey Square Janitorial Inc.                  $275
16 South Street
Freehold, NJ 07728

Storm Master Co., Inc.                         $175
P.O. Box 308
East Brunswick, NJ 08816

All County Aluminum Inc.                       $140
560 Cross Street
Lakewood, NJ 08701

Bill Stroud Excavating                      Unknown
81 River Road
Flanders, NJ 07836

L. Kara at Park Ridge Estates, LLC's 15 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Matusek, Scott and Colleen    Deposit                   $139,612
203 Snipe Road
Lanoka Harbor, NJ 08734

Palmer, Olufemi and           Deposit                   $123,500
Elizabeth
717 Palmer Avenue
Toms River, NJ 08755

Bialecki, Peter and Sharon    Deposit                   $115,942
204 Neptune Drive
Manahawkin, NJ 08050

NJ American Water Co.                                   $109,479
131 Woodrest Road
PO Box 5079
Cherry Hill, NJ 08034

Mindas, Mark and Rhiannon     Deposit                    $71,037
125 South Capstan Drive
Forked River, NJ 08731

Shoreline Grading, Inc.                                  $35,250
123 Bartlett Avenue
West Creek, NJ 08092

Art Associates Design Group                              $16,388
Matawan, NJ 07747

Township of Stafford                                     $14,770
260 East Bay Avenue
Manahawkin, NJ 08050

Environmental Technologies                               $10,255
Groups Inc.
531 Route 32
Highland Mills, NY 10930

Vintage                                                   $2,400
811 Sixteenth Avenue
Belmar, NJ 07719

Thomas J. Brennan                                         $2,113
Architects
4011 W. Plano Parkway
Plano, TX 75093

East Coast Site Work                                      $1,851
6 Dickens Court
Howell, NJ 07731

Geo-Technology Associates                                 $1,250
3445-A Box Hill Corp Center
Drive
Abingdon, MD 21009

Window Alternatives                                         $710
Att: Kathy Hamilton
Jackson, NJ 08527

State of New Jersey                                         $250
P.O. Box 037
Trenton, NJ 08625


KINETIC CONCEPTS: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its Ba2 Corporate
Family Rating for Kinetic Concepts 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
   ----------           -------  -------  ------   ----------

   Senior Secured
   Revolving Credit
   Facility due 2009      Ba2      Ba1     LGD3       36%

   Senior Secured
   Term Loan B
   due 2010               Ba2      Ba1     LGD3       36%

   Unsecured Subor.
   Notes due 2013          B1       B1     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%).

Kinetic Concepts, Inc. (NYSE: KCI) -- http://www.kci1.com/--  
designs, manufactures, markets and provides a wide range of
proprietary products that can improve clinical outcomes while
helping to reduce the overall cost of patient care.


LA PALOMA: Weak Credit Profile Cues Moody's to Downgrade Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded the bank loan ratings of La
Paloma Generating Company, LLC.  Ratings downgraded include the
first lien credit facilities to B1 from Ba3 and second lien term
loan to B3 from B2.  The rating outlook is stable.

The rating action reflects the weakening of La Paloma's credit
profile due to the operational and market related difficulties
experienced at the project year-to-date.  Specifically, the
project's operating and market challenges since the close of the
transaction in August 2005 have led to lower than expected cash
flows available for debt service.  The resulting weakness has led
to lower "cash sweep" amortization of the first lien facility,
thereby negatively affecting credit metrics and increasing the
overall level of refinancing risk at maturity.

The combination of abundant hydro-generated power available in
California through the first half of 2006 and lower than expected
natural gas prices have put pressure on the margins La Paloma was
able to achieve from merchant power generation.  The facility also
encountered a number of operational difficulties in the first and
second quarters of 2006.  Forced outages have consequently
resulted in both lost opportunities for merchant sales as well as
higher than budgeted costs for replacement power.  Although
certain of these outages can be considered one-time events, the
disruptions have had a measurable negative impact on cash flows.
Moody's expects the issues noted above will lead to a shortfall
from forecasted EBITDA of approximately 35% for the full year
ending December 2006.

La Paloma's first lien Term Loan B includes a quarterly
amortization schedule that requires 1% per annum of the original
amount to be paid down.  However, the real debt servicing power of
the transaction was expected to come from cash flows derived from
merchant activity.  The cash flows derived from market power sales
were to be captured via a cash sweep structure that would
ultimately result in approximately 70-80% of the first lien
borrowings being repaid by the term loan's maturity in 2012.

Moody's estimates that the reduced level of debt pay-down in
2006 will be at least $20 million, the effect of which will lead
to increased financing costs and weaker credit metrics going
forward.  Moody's now expects funds from operations to debt to be
in the low single digit percentage range at least through 2008.
Importantly, higher debt levels will increase the amount of debt
required to be refinanced at maturity. We note the second-lien
term loan does not amortize and has a maturity date in 2013.  A
weak power market in California post 2012 could add to the
refinancing risk.

The rating outlook is stable.  La Paloma continues to receive
payments on its tolling agreements with two investment grade
counterparties.  Despite the weak level of merchant cash flows,
Moody's continues to expect that the contracted cash flows will
help support the project in meeting the minimum level of debt
service cover required under its loan agreements.

However, we note the stable outlook is also based on the
assumption that La Paloma will operate at a level that allows
it to capture a sufficient amount of value from the tolling
agreements.  Moody's also acknowledges that the company has
taken a number of steps to cure some of its early market
challenges, including the hedging of some merchant power
capacity in July 2006.

La Paloma Generating Co. LLC owns a 1,000 MW natural gas-fired,
combined cycle generating facility located in Kern County,
California.  La Paloma is wholly-owned by Complete Energy
Holdings, a privately held operator of electric generation.
Complete is headquartered in Houston, Texas and is approximately
80% owned by individuals and approximately 20% owned by Engage
Investments, LP.


LEGENDS GAMING: Gets $222 Million Financing from CIT Group
----------------------------------------------------------
CIT Group, Inc., disclosed that it provided Legends Gaming, LLC
financing to complete its acquisition of two Isle of Capri hotel
and casino properties in Bossier City, Louisiana and Vicksburg,
Mississippi.

CIT Group says that the purchase of the properties and their
conversion to DiamondJacks Casinos represents the Legend's first
acquisition.

CIT Communications, Media and Entertainment's Gaming unit served
as the administrative agent and a Lender on the $222 million
senior secured credit facility transaction and CIT Capital
Securities LLC, another unit of CIT, acted as sole lead arranger
and financial advisor for Legends.

"We have spent the past two years building and augmenting our
underwriting and syndication capabilities," Jim Hudak, senior
managing director of CIT Communications, Media and Entertainment,
said.  "This deal exemplifies our group's enhanced ability to
provide these services and a complete financing package in the
specific industries we cover.  A testament to our experienced
team, we stepped up and worked quickly to pull this complex
transaction together, resulting in a success story for both
Legends and CIT."

William J. McEnery, Legend's chairman, said, "We are extremely
pleased to have worked with CIT, whose expertise in structuring
and financing this transaction enabled us to re-enter the gaming
sector.  We look forward to working with their talented group of
professionals in the future as we continue to explore other growth
opportunities for our Company.  I also want to thank Isle of
Capri's management team for providing Legends this opportunity and
for their assistance and support throughout the entire acquisition
and closing process."

Steve Reedy, Senior Director of CIT Communications, Media and
Entertainment - Gaming, said, "Our close working relationship with
Legends and our contacts within the industry were key to the
successful execution of this transaction.  We helped Legends'
management team identify the target properties, provided them
advisory services, and fully underwrote the debt facility to
consummate their acquisition.  We were pleased to have served as
the administrative agent, sole lead arranger and financial advisor
in this transaction and look forward to continuing this
relationship."

       About CIT Communications, Media and Entertainment

CIT Communications, Media and Entertainment provides financing
solutions to middle-market companies in the broadcasting,
publishing, cable, gaming, sports, communications, film and
entertainment industries.  CIT Communications, Media and
Entertainment - Gaming has built a reputation of being one of the
largest and most knowledgeable lenders across the gaming spectrum.

                        About CIT Group

Headquartered in New York City, CIT Group Inc. (NYSE: CIT)
-- http://www.CIT.com/-- provides clients with financing and
leasing products and advisory services.  CIT has $68 billion in
managed assets and possesses the financial resources, industry
expertise and product knowledge to serve the needs of clients
across approximately 30 industries worldwide.  CIT has more than
7,000 employees in locations throughout North America, Europe,
Latin America, and Asia.

                      About Legends Gaming

Headquartered in Frankfort, Illinois, Legends Gaming, LLC
-- http://www.legendsgaming.com/-- is a privately held
Corporation that owns and operates DiamondJacks Casino & Hotel in
Vicksburg, Miss. and DiamondJacks Casino & Resort in Bossier City,
La.

                         *     *     *

As reported in the Troubled Company Reporter on Oct 4, 2006
Moody's Investors Service's in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the Gaming, Lodging & Leisure sector, confirmed
Legends Gaming, LLC's B2 Corporate Family Rating.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Revolver      B2       B1      LGD3        35%

   Sr. Secured
   Term Loan B            B2       B1      LGD3        35%

   Sr. Sec. Second
   Lien Term Loan         Caa1     Caa1     LGD5        88%


LONDON FOG: Asks Avalon for Aid in Possible Homestead Brand Sale
----------------------------------------------------------------
London Fog Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Nevada for permission to
retain Avalon Group, Ltd., as their financial advisor.

Avalon will assist the Debtors in exploring the possible sale of
their Homestead textile business.  The Court has previously
authorized the Debtors to retain Avalon as financial advisor in
connection with the marketing and sale of the Pacific Trail
trademark and other related trademarks.  That effort culminated in
an auction and a sale of those trademarks in March 2006.

Pursuant to an engagement letter dated Sept. 17, 2006, Avalon
agrees to:

     a) review the Homestead business, financial history,
        operations, competitive environment, and assets to assist
        the Debtors in determining the best means and timing to
        effect a transaction;

     b) assist in the preparation of a descriptive information
        package concerning the Homestead business;

     c) develop, update and review with Debtors on an ongoing
        basis a list of parties, including acquirers, investors
        or strategic partners which might be interested in a
        transaction and interact with such parties in an
        effort to create interest in a transaction; and

     d) consult with and advise Debtors concerning opportunities
        for a transaction, which have been identified by Avalon,
        the Debtors or others and, if requested by the Debtors,
        participate on Debtors' behalf in negotiations for a
        transaction.

The Debtors will pay Avalon a retainer of $50,000, will reimburse
Avalon for its out of pocket expenses, and will in addition pay a
transaction fee of at least $100,000 upon closing of a
transaction.

To the best of Debtors' knowledge, none of the principals and
officers of Avalon has any connection with Debtors, their
creditors, any other party and interest, or their respective
attorneys or accountants.

                        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.


LONDON FOG: Taps Osborne Clarke as Counsel in England
-----------------------------------------------------
London Fog Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Nevada for permission to
retain Osborne Clarke as their counsel in England, nunc pro tunc
to March 20, 2006.

Osborne Clarke will assist the Debtors in the prosecution of their
Chapter 11 cases and provide assistance with regard to the
Debtors' dispute with Broome & Wellington, a limited partnership
based in Manchester, England, that is engaged in the distribution
of textiles worldwide.

Debtor Homestead Holdings, Inc., acquired a substantial portion of
Homestead Fabrics Limited's assets pursuant to a series of
transactions.  Homestead Fabrics is controlled by B&W.  B&W and
Homestead Fabrics have asserted that the sum of approximately
$7 million remains due and owing from the asset sale.

The Debtors have sent to Osborne Clarke payments totaling
approximately $58,600 for business and litigation services
rendered between Jan. 26, 2006 and March 17, 2006.  When the
Debtors filed for bankruptcy, they owed Osborne Clarke
approximately $8,120 for work in progress that had not yet been
billed.

Osborne Clarke has continued to undertake work for Debtors
postpetition.  From March 20, 2006 through Sept. 1, 2006, Osborne
Clarke has incurred GBP33,689.00 in fees and GBP186 in expenses
related to the B&W proceedings.

The Debtors have agreed to pay in the current month 80% of the
professional fees and 100% of the costs incurred by Osborne Clarke
during the previous month.  Court documents do not show the firm's
standard hourly rates.

David Alexander Wright, a partner at Osborne Clarke, assures the
Court that his firm does not hold any interest adverse to the
Debtors' estate.

Mr. Wright can be reached at:

     David Alexander Wright
     Osborne Clarke
     One London Wall
     London EC2Y 5EB
     UK
     Phone: +44 (0)20 7105 7218
     Fax: +44 (0)20 7105 7219

                        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.


MAGNOLIA ENERGY: Organizational Meeting Set at 11:00 a.m. Tomorrow
------------------------------------------------------------------
The U.S. Trustee for Region 3 will hold an organizational meeting
to appoint an official committee of unsecured creditors in
Magnolia Energy L.P., and its debtor-affiliates' chapter 11 cases
at 11:00 a.m., tomorrow, Oct. 13, 2006, at Room 2112, J. Caleb
Boggs Federal Building, 844 King Street in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Headquartered in Ashland, Michigan, Magnolia Energy L.P., and
three of its affiliates filed for chapter 11 protection on
Sept. 29, 2006 (Bankr. D. Del. Case Nos. 06-11069 through 06-
11072).  Mark D. Collins, Esq., at Richards Layton & Finger,
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed estimated assets and debts of
more than $100 million.


MERIDIAN AUTOMOTIVE: Wants Plan-Filing Period Extended to Dec. 31
-----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
further ask the U.S. Bankruptcy Court for the District of Delaware
to extend until Dec. 31, 2006, their exclusive period to file a
plan of reorganization.

The Debtors also want to extend their exclusive time to solicit
acceptances of that plan until March 1, 2007.

The Debtors have worked arduously to engage their principal
creditor constituencies in negotiations that have resulted in the
Fourth Amended Joint Plan of Reorganization, according to Edward
J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware.  The Plan process is well under way with
the support of major constituencies.

The brief extension of the Exclusive Periods is intended to
enable the Debtors to continue the Plan process in an orderly,
efficient and cost-effective manner, Mr. Kosmowski explains.  To
deny further extension of the Exclusive Periods at this stage
would jeopardize the significant progress the Debtors have made
toward Plan confirmation.

Moreover, the extension of the Exclusive Periods will enable the
Debtors to solicit acceptances of the Fourth Amended Plan, and to
pursue its confirmation without the distraction that would be
attendant to the filing of a competing plan, Mr. Kosmowski
states.

The Court will convene a hearing on October 25, 2006, to consider
the Debtors' request.  By application of Local Bankruptcy Rule
9006-2 for the District of Delaware, the Debtors' Exclusive
Filing Period is automatically extended until the conclusion of
that hearing.

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: Wants Until March 1 to Remove Civil Actions
----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to further
extend the period within which they may file notices of removal of
prepetition civil actions to and including March 1, 2007.

The Debtors assert that an extension will give them more time to
make fully informed decisions concerning removal of each pending
prepetition civil action and will ensure that they do not forfeit
their rights under Section 1452 of the Judiciary and Judicial
Procedures Code.

The rights of the Debtors' adversaries will not be prejudiced by
an extension because any party to a prepetition action that is
removed may seek to have it remanded to the state court pursuant
to Section 1452(b), Edward J. Kosmowski, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, relates.

The Debtors also ask the Court to approve their request without
prejudice to any position they may take regarding whether Section
362 of the Bankruptcy Code applies to stay any civil action
pending against them.

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: Wants to Continue Employing Stegenga as CRO
----------------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Meridian
Automotive Systems, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to continue employing Jeffery J. Stegenga as their chief
restructuring officer on the same terms previously approved by the
Court.

As previously reported, the Debtors sought and obtained the
Court's permission to employ FTI Consulting, Inc., as their
restructuring advisors, and designate Jeffery J. Stegenga as
their chief restructuring officer.

Mr. Stegenga has been serving as the Debtors' chief restructuring
officer since the Petition Date, assisting the Debtors in their
operations and managing the Debtors' overall restructuring
efforts, Edward J. Kosmowski, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, relates.  Among others, Mr.
Stegenga assisted in the development of ongoing business and
financial plans and conducted restructuring negotiations with
creditors with respect to an overall exit strategy for the
Debtors' Chapter 11 cases.

In August 2006, Mr. Stegenga resigned from FTI and commenced
employment with Alvarez & Marsal effective September 1, 2006.

The Debtors will be seeking approval of their Disclosure
Statement and Solicitation Procedures in the coming days and will
thereafter begin the process of soliciting votes and ultimately
confirming the Fourth Amended Joint Plan of Reorganization, Mr.
Kosmowski points out.  As the Debtors' chief restructuring
officer, Mr. Stegenga has been intimately involved in the
restructuring process and his continued efforts are essential to
achieving confirmation of the Plan over the coming months, Mr.
Kosmowski contends.

The Debtors intend to continue employing FTI as their
restructuring advisors and do not seek to retain the services of
A&M, Mr. Kosmowski clarifies.  Neither A&M nor any of its
employees except Mr. Stegenga will render any services on the
Debtors' behalf.  Moreover, the Debtors will not pay to A&M any
fees or expense reimbursements.  FTI has, however, agreed to give
A&M 16% of the Success Fee if earned, Mr. Kosmowski discloses.

Mr. Stegenga, in his capacity as managing director of A&M,
assures the Court that A&M does not hold or represent an interest
adverse to the Debtors' estate and is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

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: Wants To Enter Into Credit Pact with LaSalle
-------------------------------------------------------------
Mesaba Aviation, Inc. asks the U.S. Bankruptcy Court for the
District of Minnesota for authority to obtain a postpetition
credit card secured by a cash deposit in accordance with a pledge
agreement with LaSalle Bank National Association.

Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
in Minneapolis, Minnesota, discloses that the Debtor is
transferring its banking from Wells Fargo NA to LaSalle.  In view
of this transfer, the Debtor is terminating its credit cards with
Wells Fargo and seeks credit in connection with a LaSalle
Commercial Card Agreement.

Mr. Tansey tells the Court that the Debtor seeks the new credit
card to insure that it has immediate credit available -- 24 hours
a day -- to address unforeseen emergencies and normal operating
costs.  The credit sought is merely to replace the Debtor's
credit card with Wells Fargo and is not significantly increasing
the amount of the Debtor's outstanding credit, Mr. Tansey
explains.

To obtain the credit card, LaSalle is requiring that the Debtor
make a security deposit for $50,000 in a LaSalle account, Mr.
Tansey relates.  The Collateral secures repayment, exposure to
timing differences, and potential court costs.

The Debtor has arranged with Marathon Structured Finance Fund,
LP, for the Lien to be a "Perfected Permitted Lien" as that term
is defined in the Court's final order approving, among others,
the DIP Credit Facility and DIP Loan Documents.

According to Mr. Tansey, the Debtor has been unable to obtain
credit on an unsecured basis as an administrative expense
allowable under Section 503(b)(1) of the Bankruptcy Code.  The
Bankruptcy Code permits the Court to authorize the obtaining of
credit secured by a lien on property of the estate not otherwise
subject to a lien.  Mr. Tansey clarifies that the Collateral is
not otherwise subject to a lien.

The Debtor submits that:

    (i) The Pledge Agreement was negotiated at arm's-length and
        in good faith; and

   (ii) It could not obtain significantly better terms than those
        contemplated in the Pledge Agreement.

A full-text copy of the Pledge Agreement is available for free at:

             http://researcharchives.com/t/s?131f

The Debtor believes that it could suffer immediate and
irreparable harm if it is unable to obtain a credit card before
the termination of the Debtor's credit cards with Wells Fargo.
The Debtor's relationship with Wells Fargo is scheduled to
terminate on October 6, 2006.

Accordingly, the Debtor believes cause exists to hear the request
on an expedited basis, and thus further asks the Court to enter a
ruling granting:

    (a) expedited hearing;

    (b) interim approval of the Pledge Agreement and related
        credit card pending a final hearing; and

    (c) final approval of the Pledge Agreement.

The Court will hold a preliminary hearing of the request on
October 5, 2006, and a final hearing on October 17.  Unless a
response opposing the request is timely filed, the Court may
grant the request without a hearing.

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


MESABA AVIATION: Wants to Reject NO27XJ Aircraft Lease
------------------------------------------------------
Mesaba Aviation, Inc. asks the U.S. Bankruptcy Court for the
District of Minnesota for permission to reject the N027XJ Aircraft
Lease and any other leases or agreements that may be determined to
govern the Debtor's obligations with respect to the N027XJ
Aircraft, effective September 1, 2006.

The Debtor has previously rejected the subleases for all of its
Saab 340B aircraft and has returned the aircraft to the lessor.
The Debtor has likewise rejected all leases related to two of its
340A aircraft, and has arranged for the termination and return of
all of its Avro aircraft.

At present, the Debtor has only one Saab 340A aircraft left
bearing Tail No. N027XJ, which it leases from either Lambert
Leasing, Inc., Fairbrook Leasing, Inc., or Swedish Aircraft
Holdings AB, on a month-to-month basis.

The Debtor has returned the N027XJ Aircraft to the Lessors at the
Lessors' Telford, Maine facility.

Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
in Minneapolis, Minnesota, tells the Court that the Debtor no
longer needs the N027XJ Aircraft.

According to Mr. Tansey, the Saab 340A model is also less
desirable and less efficient than the Debtor's Saab 340B+
aircraft and CRJ aircraft.

A pending litigation in the U.S. District Court for the District
of Minnesota and the U.S. Court of Appeals for the Eight Circuit,
concerning the applicable term of the Debtor's obligation to
lease the N027XJ Aircraft and other Saab 340As that have been
returned to the Lessors, is currently stayed, Mr. Tansey relates.

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


MILLIPORE CORPORATION: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its Ba1 Corporate
Family Rating for Millipore Corporation.  Additionally, Moody's
revised its probability-of-default ratings and assigned loss-
given-default ratings on these loans and bond debt obligations:

                           Projected

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

   Unsecured Notes
   due 2007               Ba2      Ba2     LGD5       72%

   Senior Unsecured
   EURO-Denominated
   Notes due 2016         Ba2      Ba2     LGD5       72%

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

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

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

Millipore Corporation, headquartered in Billerica, Massachusetts,
is a bioprocess and bioscience products and services company.  The
Bioprocess division offers solutions that optimize development and
manufacturing of biologics.  The Bioscience division provides high
performance products and application insights that improve
laboratory productivity.


MUSICLAND HOLDING: U.S. Trustee Opposes Disclosure Statement
------------------------------------------------------------
Acting U.S. Trustee Diana G. Adams believes that the Disclosure
Statement explaining the Musicland Holding Corp. and its debtor-
affiliates' First Amended Plan of Liquidation is deficient and
does not meet the standards of containing "adequate information."

The Disclosure Statement correctly provides that the Debtors are
responsible for the payment of quarterly fees owed pursuant to
Section 1930(a)(6) of the Judiciary Procedures Code, according to
Brian S. Masumoto, Esq., in New York.

However, Mr. Masumoto asserts, the fees and charges under Section
1930, which include the quarterly fees due to the U.S. Trustee are
statutory fees and should not be included in the definition of an
"Administrative Claim," which appears to be intended by the
Debtors to identify administrative expense claims under Section
503(b) of the Bankruptcy Code.

"In addition, the Plan and Disclosure Statement should make clear
that the Debtors [are] responsible for the filing of all financial
reports, including such reports as are necessary to determine the
Debtors' liability for quarterly fees," the U.S. Trustee contends.

The U.S. Trustee also points out the Disclosure Statement should
identify the compensation to be paid to the Responsible Person,
who will also serve as the Disbursing Agent under the Plan, and
specify the amount of cash that will be held by the Responsible
Person or Disbursing Agent during the post-confirmation period.

In addition, the U.S. Trustee asserts that the Disclosure
Statement should make clear that the Debtors are not entitled to a
discharge because:

   (i) the Plan is a liquidating plan;

  (ii) the Debtors will not be engaging in business after the
       consummation of the Plan; and

(iii) the Debtors would not be entitled to a discharge under
       Section 727(a) of the Bankruptcy Code.

The U.S. Trustee objects to the Plan and the Disclosure Statement
to that extent that it seeks to release or exculpate non-debtor
parties in any manner inconsistent with Deutsche Bank AG v.
Metromedia Fiber Network, Inc. (In re Metromedia Fiber Network,
Inc.), 416 F. 3d 136, 141 (2d Cir. 2005).

The U.S. Trustee opposes the proposed injunctions, exculpations
and releases to the extent that they are overbroad, exceeding the
scope of Section 1125(e) of the Bankruptcy Code.

The U.S. Trustee does not object to the exculpation of the
Debtors and the counsel for the Debtors and the Official
Committee of Unsecured Creditors to the extent that the
exculpation is limited to the express language of Section
1125(e), and if exculpation will not apply in the event of fraud,
gross negligence, willful misconduct, malpractice, criminal
conduct, unauthorized use of confidential information that causes
damages, or ultra vires acts, and will not limit the liability of
the Debtor's professionals to their client contrary to the
requirements of DR 6-102 of the Code of Professional
Responsibility.

If the U.S. Bankruptcy Court for the Southern District of New York
permits any proposed injunctions, exculpations and releases, the
Disclosure Statement and Plan should include the appropriate
language carving out Government claims from the proposed releases,
the U.S. Trustee emphasizes.

Accordingly, the U.S Trustee asks the Court to sustain its
objections.

                      About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 19; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: ACE Group & ESIS Balk at Disclosure Statement
----------------------------------------------------------------
Prior to the Musicland Holding Corp. and its debtor-affiliates'
chapter 11 filing, Pacific Employers Insurance Company, ACE
American Insurance Company, and other members of the ACE group of
companies provided insurance coverage to the Debtors under various
insurance policies.  The Policies were issued in connection with
program agreements, which required the insured's obligations under
the Policies to be secured by collateral.

The Policies and Program Agreements also required the Debtors to
retain a third party claims administrator, ESIS, Inc., to
administer, investigate, settle and defend claims.  The Debtors
and ESIS entered into one or more service agreements with respect
to those services, Karel S. Karpe, Esq., at White and Williams
LLP, in New York, relates.

As of October 5, 2006, Ms. Karpe notes that the Debtors have not
filed a Plan Supplement that lists the policies that they intend
to assume.

ACE and ESIS complain that the Disclosure Statement does not
contain adequate information concerning the treatment of the
Insurance Policies and other related agreements.

ACE and ESIS object to the Disclosure Statement to the extent
that:

   (a) it does not clearly indicate whether or not their
       Insurance Policies and the related agreements will be
       assumed or rejected;

   (b) to the extent the Debtors seek to assume some or all of
       the Insurance Policies but will not make any cure
       payments, it does not explain how the insured's
       obligations will be satisfied.  As a result, the
       Disclosure Statement is proposing a Plan that cannot be
       confirmed because the Debtors cannot assume part of an
       executory agreement and reject another part;

   (c) it does not contain any provision regarding reservation to
       preserve the rights of ACE and ESIS under the Insurance
       Policies, the related agreements and applicable law;

   (d) the proposed dispute resolution procedures violate the
       insurers' duties and rights to defend claims against the
       Debtors and their rights to arbitrate disputes with the
       Debtors;

   (e) it suggests that the First Amended Joint Plan of
       Liquidation may allow estimated claim amounts under
       Section 502(c) to resolve claims under the Insurance
       Policies.  The Insurance Policies do not provide coverage
       for estimated claims, Ms. Karpe maintains;

   (f) it does not explain who will perform the Debtors'
       obligations going forward or how those obligations will be
       satisfied;

   (g) it does not state that nothing in the proposed Amended
       Plan should be deemed to alter or amend in any way the
       terms, conditions, limitations and exclusions of the
       Insurance Policies and related agreements, and the
       obligations of ACE, ESIS or the Debtors to perform their
       obligations under the Insurance Policies and related
       agreements; and

   (h) it fails to clearly state that under the Amended Plan, ACE
       and ESIS can perform under the Insurance Policies and
       related agreements without violating the release and
       discharge injunction provisions.

Accordingly, ACE and ESIS ask the Court to disapprove the
Disclosure Statement unless their objections are addressed.

                      About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp. is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 19; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NEOPLAN USA: U.S. Trustee Appoints Three-Member Creditors' Panel
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed
three creditors to serve on an Official Committee of Unsecured
Creditors in Neoplan USA Corporation and its debtor-affiliates'
chapter 11 cases:

     1. Kutzner Manufacturing Co., Inc.
        Attn: Martha Jo Ann Kutzner
        3255 Meetinghouse Road
        Telford, PA 18969
        Phone: (215) 721-1712
        Fax: (215) 721-0751

     2. Detroit Diesel Corporation
        Attn: Jeremy Joshua W. Yaker
        13400 Outer Drive West
        Detroit, MI 48239
        Phone: (313) 592-5578
        Fax: (313) 592-5014

     3. Meritor Heavy Vehicle Systems, LLC
        Attn: Mark Richard Schaitkin
        2135 W. Maple Road
        Troy, MI 48084
        Phone: (724) 515-7148
        Fax: (724) 515-7148

The Committee has selected Pepper Hamilton LLP as its counsel in
the Debtors' bankruptcy proceedings.

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

Headquartered in Denver, Colorado, Neoplan USA Corporation
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).  Leslie
Carol, Esq., and Tobey M. Daluz, Esq., at Heilman 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.


NEOPLAN USA: Gets Court Approval to Hire Ballard Spahr as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed
Neoplan USA Corporation and its debtor-affiliates to employ
Ballard Spahr Andrews & Ingersoll, LLP, as their bankruptcy
counsel.

As reported in the Troubled Company Reporter on Aug. 31, 2006,
Ballard Spahr will:

    a. provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their business and management of their
       property, including negotiations with creditors and
       parties-in-interest;

    b. advise the Debtors concerning, and assisting in the
       negotiation and preparation of, all necessary, motions,
       answers, orders, reports, plan documents, and other legal
       papers;

    c. appear in Court to protect the interests of the Debtors and
       their estates, including, when necessary, representing the
       Debtors in litigation, contested matters and adversary
       proceedings;

    d. advise on local practices and procedures and determinative
       case law within the jurisdiction; and

    e. perform all other legal services for the Debtors which may
       be necessary or appropriate in the administration of their
       chapter 11 cases.

Carl A. Eklund, Esq., a partner at Ballard Spahr, told the Court
that the firm's professionals bill:

    Professional                  Designation        Hourly Rate
    ------------                  -----------        -----------
    Carl A. Eklund, Esq.          Partner               $580
    Tobey M. Daluz, Esq.          Partner               $480
    Jennifer A.L. Kelleher, Esq.  Associates            $340
    Alan K. Motes, Esq.           Associates            $330
    Leslie C. Heilman, Esq.       Associates            $220
    Kelly G. Iffland              Paralegal             $165
    DeEtta M. Bechtold            Paralegal             $155

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

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).  When Neoplan USA
filed for protection from its creditors, it listed $13,696,911 in
total assets and $59,009,471 in total debts.


NEW CENTURY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: New Century Corporation, Inc.
        1510 Melanie Lane
        Arcadia, CA 91007

Bankruptcy Case No.: 06-03040

Chapter 11 Petition Date: October 11, 2006

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Franklin C. Adams, Esq.
                  Best Beset & Krieger LLP
                  3750 University Avenue, Suite 400
                  Riverside, CA 92502
                  Tel: (951) 686-1450
                  Fax: (951) 686-3083

Total Assets: $15,210,242

Total Debts:  $7,565,814

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


NEXSTAR FINANCE: High Debt Leverage Cues Moody's to Cut Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded Nexstar Finance Holdings,
Inc.'s corporate family rating from B1 to B2.  The downgrade
reflects the company's continued high debt to EBITDA leverage,
limited free cash flow generation attributable in part to
increased capital expenditures and lower than previously
anticipated de-levering over the intermediate term.  The rating
also incorporates the company's modest asset coverage, inherent
cyclicality of the advertising market and the increasing business
risk associated with declining trends in broadcast television
audiences and increasing cross-media competition for advertising
dollars.

Nexstar's rating is supported by its position in medium-sized
markets, limited competition within these markets, greater
proportion of local advertising revenues, diversity in geographic
footprint and diverse network affiliations that help reduce
reliance on programming from a single network.  The rating also
benefits from Nexstar's duopolies and its local service agreement
with Mission Broadcasting that expands programming coverage.

Ratings downgraded:

Nexstar Finance Holdings, Inc.

   * Corporate family rating from B1 to B2;
   * Probability-of-default rating B2
   * 11.375% senior discounts notes due 2013 from B3 to Caa1

Nexstar Broadcasting, Inc.

   * $98 million revolving credit facilities due 2012 from Ba2 to
     Ba3

   * $355 million senior secured term loans due 2012 from Ba2
     to Ba3

   * 7% senior subordinated notes due 2014 from B2 to B3

The rating outlook is stable.

Nexstar Broadcasting Group, Inc., based in Irving, Texas, owns and
operates and provides services to 46 television stations in 27
markets.


OPTIGENEX INC: Incurs $1.3 Million Net Loss in Second Quarter
-------------------------------------------------------------
Optigenex, Inc., reported a $1.3 million net loss on $85,178 of
net revenues for the three months ended June 30, 2006, compared to
a $1.4 million net loss on $4,043 of net revenues in 2005.

At June 30, 2006, the Company's balance sheet showed $5.4 million
in total assets and $5.8 million in total liabilities, resulting
in a $404,448 stockholders' deficit.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?1343

                  Securities Purchase Agreement

On Sept. 15, 2006, the Company entered into a Securities Purchase
Agreement with four accredited investors for the sale of $515,000
in Callable Secured Convertible Notes and warrants to purchase
100,000,000 shares of our common stock.  The Notes bear interest
at 8.0% and mature on Sept. 15, 2009.  The Company received net
proceeds of $489,800 after the payment of $25,200 in transaction
costs.  The Company is not required to make any principal payments
during the term of the Notes.

The Notes are convertible into shares of the Company's common
stock at the Note Holders' option, at the lower of:

    (i) $0.10 per share or

   (ii) 60% of the average of the three lowest intra-day trading
        prices for the Company's common stock as quoted on the
        Over-the-Counter Bulletin Board for the 20 trading days
        preceding the conversion date.

The full principal amount of the Notes is due upon the occurrence
of an event of default. Interest on the Notes is paid quarterly in
arrears.

                    Going Concern Doubt

Goldstein Golub Kessler LLP in Manhattan raised substantial doubt
about Optigenex Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2005.  Goldstein Golub pointed to the company's
recurring losses from operations.

Based in Manhattan, Optigenex, Inc. -- http://www.ac-11.com/-- is
an applied DNA Sciences Company, which researches, develops and
markets a patented product known as AC-11(TM) within the wellness,
age intervention, personal care markets and in clinically relevant
disease states.  Optigenex, Inc., offers effective solutions to
age-related issues. These solutions take the form of supplements,
cosmeceuticals or even specialized services.


ORTHOFIX INT'L: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency downgraded its Ba3 Corporate
Family Rating for Orthofix International N.V. to B1. Additionally,
Moody's revised its probability-of-default
ratings and assigned loss-given-default ratings on these
loans and bond debt obligations:

                     Orthofix Holdings Inc.
                         (subsidiary)

                           Projected

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

   Senior Secured
   Revolver due 2012      Ba3      Ba3      LGD3      34%

   Senior Secured
   Term Loan B
   due 2013               Ba3      Ba3      LGD3      34%

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

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

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

Orthofix International N.V., a limited liability company,
organized under the laws of the Netherlands Antilles, is a
provider of pre and post operative products to the orthopedic
market place.  The company reported $313 million in net sales
during 2005.


OWENS CORNING: Court Approves Stipulation Between WCI & Exterior
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the stipulation resolving WCI Communities, Inc.'s request to
compel Owens Corning's debtor-affiliate Exterior Systems, Inc., to
pay certain administrative expenses, and WCI's intention to object
to confirmation of the Debtors' Sixth Amended Plan of
Reorganization.

As reported in the Troubled Company Reporter on Aug. 17, 2006, WCI
asked the Court to compel Exterior Systems to pay certain
administrative expenses.

WCI and Exterior were parties to two subcontractor base
agreements concerning a residential development being constructed
by WCI in Palm Beach Gardens, Florida, known as "Evergrene."
Under the Agreements, WCI paid the Debtor in excess of $4,000,000.
WCI told the Court that Exterior Systems had breached the
Agreements by failing to perform its work "in a good and
workmanlike manner" and by failing to use materials free of
defect.  According to WCI, Exterior Systems installed leaking
windows that caused substantial damage to the units.  WCI has
incurred at least $2,349,551 in costs and expenses to repair or
replace leaking windows and repair damages to the units caused by
water intrusion.  In addition, WCI customers have made additional
claims against WCI, which it estimates will cost at least
$1,142,680 to address.

However, Owens Corning denied that Exterior Systems breached any
agreements with WCI, and that any damages incurred by WCI are the
result of Exterior Systems' work or materials.

The Debtors also objected to WCI's Motion because the claimant
provided insufficient information to meet its heavy burden to
establish entitlement to an administrative claim.

                     Evergrene Stipulation

WCI intended to object to the Debtors' confirmation of their Sixth
Amended Plan of Reorganization as it relates to Exterior Systems
under Section 1129 (a)(11) of the Bankruptcy Code.  The Debtors
asserted that they are fully prepared to meet their burden under
Section 1129(a)(11).

In a stipulation, Exterior and WCI agreed on a procedural
mechanism to provide them with sufficient time to investigate,
negotiate and, if necessary litigate, the claims related to the
"Evergrene" Project within the context of the WCI Motion or of
the Plan Confirmation.

The salient provisions of the Stipulation are:

A. All claims, rights, remedies and defenses that the Parties
   have against each other related to the Project, will:

      -- be preserved;

      -- survive Plan confirmation; and

      -- not be discharged, released, enjoined, stayed or
         otherwise affected by the Plan.

B. In the event that the transfer of Exterior's assets
   contemplated in the Plan is implemented, and a Material Amount
   of assets of Exterior are transferred to one or more entities
   affiliated with the Debtors, then that entity receiving a
   Material Amount will be jointly and severally liable with
   Exterior for all claims of WCI against Exterior concerning the
   Project.  That entity will also have all claims, rights,
   remedies and defenses of Exterior related to the Project.
   Material Amount of assets means the lesser of 10% or
   $25,000,000 of assets at book value existing in Exterior at
   the time of the transfer.

C. Exterior will, prior to the Effective Date of the Plan, but in
   any event no later than December 31, 2006, deposit $7,750,000
   in an interest bearing account to be maintained until WCI's
   allegations against Exterior are resolved.

D. WCI will be entitled to draw on the Escrow Account to pay any
   claims relating to Exterior's scope of work on the Project on
   certain conditions.

E. Exterior will discuss with WCI in good faith how it intends to
   process and review all existing and future WCI claims against
   Exterior relating to the Project.

F. WCI will withdraw the Expense Motion without prejudice as soon
   as practicable after the Court approves the Stipulation and
   the approval becomes final and not subject to appeal.  The
   hearing on the merits of the WCI Motion is cancelled.

G. If the Stipulation does not become effective by September 7,
   2006, it will be null and void.

H. WCI's administrative claims against Exterior related to the
   Project will be deemed to be no greater than $14,000,000.  If,
   for any reason, the Bankruptcy Court declines to approve the
   Stipulation, the Parties will request a status conference on a
   date after September 28, 2006, for purposes of discussing the
   timing and procedure for addressing the WCI Motion and
   Objection.

I. All discovery between the Parties related to the WCI Motion,
   Objection and Plan is stayed.  If the Stipulation is approved
   by September 7, 2006, WCI will not object to the Plan's
   confirmation.

As a result of the Court's approval of the parties' stipulation,
WCI withdrew its motion to compel Exterior in paying the Evergrene
administrative expenses.

                     About WCI Communities

WCI Communities Inc. -- http://www.wcicommunities.com/-- is a
real estate developer, and a community & luxurious homes builder.
WCI homes range from the lower-$200s to over $10 million, and
offers world-class amenities including championship golf, tennis,
boating, fine dining, and spas and fitness.  The company has
contributed to the building of parks for community recreation, and
local schools to enhance the educational experiences of children.

                      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, 141, and 143;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PACIFIC GAS: High Court to Review Payment of Travelers' Legal Fees
------------------------------------------------------------------
The United States Supreme Court has granted certiorari in a case
presenting the question whether a litigant may recover attorney
fees under a contract or state statute where the issues litigated
involve matters of federal bankruptcy law.  In the case below, the
Ninth Circuit Court of Appeals, affirming a district court, held
that an unimpaired, non-prevailing creditor was not entitled to
attorney fees in a bankruptcy case for inquiring about the status
of unimpaired inchoate and contingent claims.

According to the petition for certiorari, the debtor and creditor
entered into a contract that included a provision that the
creditor was entitled to recover its attorney fees incurred in
connection with the enforcement, protection, or litigation of its
contractual and legal rights.  The creditor incurred attorney fees
litigating its rights during the course of the debtor's bankruptcy
case and sought to recover them from the debtor.

The Court of Appeals noted the creditor's argument that Fobian v.
Western Farm Credit Bank (In re Fobian), 951 F.2d 1149 (9th Cir.
1991), did not control the case at bar and that Fobian was
incorrectly decided.  In Fobian, the Ninth Circuit held that a
secured creditor, who prevailed on objection to the confirmation
of a Chapter 12 plan, was not entitled to attorney fees, despite a
provision in a note for payment of fees and costs incurred in
collection.  The litigated issues involved not basic contract
enforcement questions, but issues peculiar to federal bankruptcy
law, and, thus, attorney fees were not available absent bad faith
or harassment by the losing party.

The Court of Appeals stated that the creditor's argument failed
for the reasons set forth in our opinion in DeRoche v. Arizona
Industrial Commission (In re DeRoche), 434 F.3d 1188 (9th Cir.
2006).  In DeRoche, the Ninth Circuit held that Chapter 7 debtors
could not recover attorney fees incurred in establishing the
dischargeability of the Arizona Industrial Commission's claim for
reimbursement of workers' compensation benefits, even though state
law authorized the recovery of fees when parties prevailed in
litigation with the state, since the litigation involved only
substantive federal bankruptcy law.

The Court of Appeals stated that the creditor's argument in the
case at bar was weaker than the argument asserted in DeRoche.  In
the case at bar, the creditor was attempting to recover fees in
bankruptcy for objections to proposed reorganization plans and
related bankruptcy proceedings.  The creditor's objection to the
reorganization plan arose under 11 U.S.C. Sec. 1125, and claimed
only that the debtor failed to provide the required "adequate
information" about the reorganization plan. Specifically, the
creditor sought some assurance that its subrogation rights were
being rendered unimpaired under 11 U.S.C. Sec. 509(a).  Nothing in
the federal bankruptcy proceedings required the creditor to
satisfy any of the obligations assured by, or to make any payment
with respect to, any of its surety bonds or the indemnity
agreement with the debtor.  The creditor did not prevail on any
claim it asserted in the bankruptcy proceedings.

The resolution of all of these proceedings was governed entirely
by federal bankruptcy law, the Court of Appeals said.  Thus, the
denial of attorney fees was correct.  If unimpaired, non-
prevailing creditors were authorized to obtain an attorney fee
award in bankruptcy for inquiring about the status of unimpaired
inchoate and contingent claims, the system would likely be
overwhelmed by fee applications, with no funds available for
disbursement to impaired creditors or debtor reorganization, the
Court of Appeals said.

The petition for certiorari stated that the Ninth Circuit's
decision deepened an entrenched conflict among the courts of
appeals.  However, the debtor's brief in opposition stated that
there was not circuit split, or even contrary authority, on the
narrow question presented by the facts of the case at bar.  There
was no reported decision holding that a non-prevailing party was
entitled to recover attorney fees incurred in litigating purely
bankruptcy matters, rather than state law rights, where recovery
is sought from a debtor who has not defaulted on any obligations
owed to the creditor and the intervention was otherwise
unnecessary, the brief in opposition said.

The case below is Travelers Cas. & Sur. Co. v. Pacific Gas and
Elec. Co., 167 Fed.Appx. 593 (9th Cir. 2006).

The proceeding is identified as Case No. 05-1429 on the U.S.
Supreme Court's docket.  In the proceedings before the High Court
Travelers Casualty and Surety Company of America is represented
by:

     G. Eric Brunstad, Jr., Esq.
     Bingham McCutchen, LLP
     One State Street
     Hartford, CT  06103

and Pacific Gas and Electric Company is represented by:

     Gary M. Kaplan, Esq.
     Howard Rice Nemerowski Canady Falk & Rabkin
     Three Embarcadero Center, 7th Floor
     San Francisco, CA  94111-4024

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.


PAL FAMILY: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pal Family Credit Co., Inc.
        146 Washington Street
        Apartment #1
        Saratoga Springs, NY 12866

Bankruptcy Case No.: 06-12647

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                          Case No.
      ------                          --------
      Universal Gardens, Ltd.         06-12648

Type of Business: The Debtors are real estate managers.

Chapter 11 Petition Date: October 10, 2006

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Richard H. Weiskopf, Esq.
                  O'Connell & Aronowitz
                  54 State Street, 9th Floor
                  Albany, NY 12207
                  Tel: (518) 462-5601
                  Fax: (518) 462-2670

Debtors' financial condition as of October 6, 2006:

                           Total Assets   Total Debts
                           ------------   -----------
      Pal Family Credit      $1,868,400      $973,080
      Co., Inc.

      Universal              $1,868,000    $1,131,000
      Gardens, Ltd.

A. Pal Family Credit Co., Inc.'s Nine Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Tamara Pal                                 $130,000
   1 Lenore Avenue
   Monsey, NY 10952

   Richard Sarajian, Esq.                      $18,750
   67 North Main Street
   New York City, NY 19056

   Lynn Picket                                 $11,000
   2295 Oak Ham Court
   Mahwah, NJ 07430

   Robert Bolte                                 $8,000
   8 Bolte Drive
   Rensselaerville, NY 12147

   Herm Ungerman                                $7,800
   395 State Street
   Schenectady, NY 12307

   Roland Cavalier, Esq.                        $7,500

   Mark McCarthy, Esq.                          $5,300

   U.S. Bankruptcy Court for the                $1,180
   Southern District of New York

   Nicholas Morisillo, Esq.                       $550

B. Universal Gardens, Ltd.'s Five Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Sidney & Tamara Pal                        $175,000
   1 Lenore Avenue
   Monsey, NY 10952

   Sidney Pal                                  $80,000
   1 Lenore Avenue
   Monsey, NY 10952

   Tamara Pal                                  $37,000
   1 Lenore Avenue
   Monsey, NY 10952

   Tzvi Pal                                    $28,000
   1 Lenore Avenue
   Monsey, NY 10952

   Shaari Senter                               $28,000
   146 Washington Street
   Apartment #1
   Saratoga Springs, NY 12866


PEGASUS SATELLITE: Trust Allots $21.6 Million to Class 3A Claims
----------------------------------------------------------------
The Liquidating Trustee for The PSC Liquidating Trust disclosed
that the Third Distribution to beneficiaries of The PSC
Liquidating Trust occurred on Oct. 10, 2006.  The distribution
totaled $21.6 million or 2.7% of approved Class 3A claims; the
distribution amount allocable to the holders of the Senior Notes
was paid to the Indenture Trustees, with other amounts paid to
holders of approved Class 3A Claims.

To date, total distributions to holders of Class 3A interests have
been $351.0 million, which represents approximately 43.8% of
allowed Class 3A Claims.  Total distributions as a percentage of
the face value of the various issues of Senior Notes, range
between approximately 44.3% and 45.9%.

Additional distributions to beneficiaries of the Trust will be
made from time to time as reserves are released and cash is
received from the liquification of additional assets of the Trust.
This distribution does not reflect any proceeds arising out of the
sale of the television broadcast assets in August 2006, which is
pending approval by the Federal Communications Commission.

                 About The PSC Liquidating Trust

The PSC Liquidating Trust -- http://www.psc-trust.com/-- was
established by order of the Bankruptcy Court for the District of
Maine, pursuant to the First Amended Joint Chapter 11 Plan of
Pegasus Satellite Communications, Inc. and its related direct and
indirect subsidiaries.  The Plan became effective on May 5, 2005.
In accordance with the terms of the Plan, the purpose of the Trust
is to maximize the value of certain of the Debtors' assets, to
evaluate and pursue, if appropriate, rights and causes of actions,
as successor to and representative of the Debtors' estates in
accordance with section 1123(b)(3)(B) of the Bankruptcy Code, and
to make distributions to its beneficiaries.

The Trust is not a public reporting entity and has no reporting
requirements other than those specifically provided for in the
Plan.  The Liquidating Trustee has provided the information on the
website only as an accommodation to beneficiaries of the Trust.
The Trust maintains offices in Bala Cynwyd, Pa., and Jackson,
Miss. The Liquidating Trustee maintains offices in New Rochelle,
N.Y.

                     About Pegasus Satellite

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities.  The Company emerged from
bankruptcy on May 5, 2005.


R.J. LEMMONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: R.J. Lemmons, Inc.
        315 South Center Street
        Springfield, OH 45506
        Tel: (937) 325-1826

Bankruptcy Case No.: 06-32927

Type of Business: The Debtor is a heating and ventilation
                  contractor.

Chapter 11 Petition Date: October 10, 2006

Court: Southern District of Ohio (Dayton)

Debtor's Counsel: Thomas R. Noland, Esq.
                  Statman, Harris & Eyrich, LLC
                  Fifth Third Building
                  110 North Main Street, Suite 1520
                  Dayton, OH 45402
                  Tel: (937) 222-1090
                  Fax: (937) 222-1046

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Controlled Air, Inc.                       $183,598
12009 Tramway
Cincinnati, OH 45241

Internal Revenue Service                   $181,873
Special Procedures
P.O. Box 1579
Cincinnati, OH 45201-1118

Environmental Air Products                  $92,404
Dept. L-6400
Cincinnati, OH 45270

Treasurer of State of Ohio                  $74,247
Ohio Department of Taxation
P.O. Box 16561
Columbus, OH 43216-6561

Corken Steel Products                       $60,654
Dept. L-2095
Cincinnati, OH 45270-2095

Ohio Bureau of Workers' Compensation        $42,510

American Express                            $32,823

Advanta Bank Corp.                          $22,714

Balnes Corp.                                $21,320

Daytona Mills, Inc.                         $20,948

Air Control Products                        $17,422

Gaines Mechanical Contractors               $16,451

Wassertron Group, LLC                       $14,188

City of Springfield Income Tax Division     $12,301

City of Hamilton                             $8,938

City of Cincinnati                           $8,539

Swindon Springer & Co.                       $8,340

Sheet Metal Workers Local 24                 $7,887

Brown Campbell Company                       $7,175

F.F. Leonard                                 $4,827


REDPRAIRIE CORP: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Technology Software sectors this week,
the rating agency confirmed its B2 Corporate Family Rating for
RedPrairie Corporation.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $20 Million
   Senior Secured
   Revolving Credit
   Facility due 2011      B2       B1      LGD3       36%

   $150 Million
   Senior Secured
   First Lien
   due 2012               B2       B1      LGD3       36%

   $45 Million
   Senior Secured
   Second Lien
   due 2012              Caa1     Caa1     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%).

Headquartered in Waukesha, Wisconsin, RedPrairie Corporation is a
provider of warehouse management, labor management and
transportation management software solutions.


RENT-A-CENTER: S&P Rates Proposed $1.325 Billion Facility at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Plano, Texas-based Rent-A-Center Inc. to 'BB' from
'BB+'.  The outlook is negative.

All ratings were removed from CreditWatch, where they were placed
with negative implications on Aug. 8, 2006.

At the same time, Standard & Poor's assigned its 'BB' bank loan
rating to Rent-A-Center Inc.'s proposed $1.325 billion credit
facility.  The rating agency also assigned a recovery rating of
'2' to the facility, indicating the expectation for substantial
(80%-100%) recovery of principal in the event of a payment
default.

The proposed loan comprises a $400 million revolving credit
facility due in 2011, a $200 million term loan A due in 2011, and
a $725 million term loan B due in 2012.

"The downgrade is due to an increase in debt leverage and a
decline in cash flow protection, as the acquisition of Rent-Way
Inc. will be funded with $600 million of incremental debt," said
Standard & Poor's credit analyst Gerald Hirschberg.

The ratings on Rent-A-Center reflect the challenges of improving
operations for a mature store base, the vulnerability of its
customer to changes in disposable income, and weak operating
trends.  These factors are only partially mitigated by the
company's leading market position in the industry.

Rent-A-Center is the largest operator in the retail rent-to-own
industry.  The acquisition of Rent-Way will increase Rent-A-
Center's market share to about 45% (based on store count),
compared with about 15% for Aaron Rents.


RESORTS INTERNATIONAL: Weak Performance Cues S&P to Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Resorts
International Hotel and Casino Inc. to 'CCC' from 'B-'.

At the same time, ratings were removed from CreditWatch with
negative implications, where they were placed on Aug. 15, 2006.
The outlook is negative.

About $204 million in total debt was outstanding as of June 30,
2006.

"The downgrade underscores our concerns about the company's
liquidity position given weak operating performance amid an
increasingly competitive operating environment in Atlantic City,"
said Standard & Poor's credit analyst Peggy Hwan Hebard.

EBITDA for the first half of 2006 declined nearly 50% to $10
million compared to the first half of 2005 due to higher
promotional expenditures and a higher cost structure, partially
related to increases in benefit costs and insurance premiums.

Moreover, with additional expansion projects expected in Atlantic
City and new facilities likely to open in Pennsylvania beginning
in 2007, the intermediate-term competitive landscape will remain
challenging.

Resorts A.C.'s liquidity position is tight with nearly all balance
sheet cash at June 30, 2006, required for operating purposes, and
about $3 million available under its bank facility with Commerce
Bank, N.A., which expires on Oct. 31, 2006.  The company was not
in compliance with the Commerce Bank facility covenants nor the
covenants related to its FF&E facility on June 30, 2006, but
received waivers for these deficiencies.

In addition, the company received an amendment to its FF&E
facility to allow for re-borrowing of previously repaid principal
up to $5 million.  It is expected that the company will receive an
additional extension on its Commerce Bank facility.

Still, given the tight liquidity position and the Atlantic City
market's heading into its seasonally weak period, Standard &
Poor's is concerned about Resorts A.C.'s ability to generate
sufficient cash to meet the March 2007 interest payment under its
first mortgage notes.  The required payment is in the $10 million
area.


REYNOLDS & REYNOLDS: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. pharmaceutical sector this week, the
rating agency confirmed its Ba1 Corporate Family Rating for The
Reynolds and Reynolds Company and its Ba1 rating on the company's
$130 million issue of Senior Unsecured MTN Program.  Additionally,
Moody's assigned an LGD4 rating to those bonds, suggesting
noteholders 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%).

Headquartered in Dayton, Ohio, The Reynolds and Reynolds Company
is an automotive dealership computer services and forms management
company.


RICKY VLEET: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ricky Donovan Van Vleet
        4255 Woody Creek Lane
        Fort Collins, CO 80524

Bankruptcy Case No.: 06-17238

Chapter 11 Petition Date: October 11, 2006

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Ken McCartney, Esq.
                  P.O. Box 1364
                  Cheyenne, WY 82003-1364
                  Tel: (307) 635-0555

Total Assets: $1,043,775

Total Debts:    $743,717

Debtor's 11 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
U.S. District Court                        $600,000
Larimer County
201 La Porte Avenue, Suite 100
Fort Collins, CO 80521

United Mileage Plus                         $30,198
Cardmember Service
P.O. Box 94014
Palatine, IL 60094

MBNA America                                $25,932
P.O. Box 15289
Wilmington, DE 19886

Frontier Airlines Juniper Bank              $23,801
P.O. Box 13337
Philadelphia, PA 19101

Citi Advantage Business Card                $19,223
P.O. Box 6309
The Lakes, NV 88901

Discover                                     $9,729

Capital One                                  $7,314

American Express                             $4,613

Sam's Club                                   $2,326

Chase Cardmember Service                     $2,006

Best Buy                                       $575


SC OF OKALOOSA: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: SC of Okaloosa Corporation
        331 Almeria Avenue
        Coral Gables, FL 33134

Bankruptcy Case No.: 06-15085

Debtor-affiliate filing separate chapter 11 petition:

      Entity              Case No.
      ------              --------
      Paul Sims           06-15077

Chapter 11 Petition Date: October 10, 2006

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: John W. Kozyak, Esq.
                  Kozyak Tropin & Throckmorton, P.A.
                  2525 Ponce de Leon Boulevard, 9th Floor
                  Coral Gables, FL 33134
                  Tel: (305) 372-1800
                  Fax: (305) 372-3508

                         Estimated Assets   Estimated Debts
                         ----------------   ---------------
      SC of Okaloosa     $500,000 to        $50 Million to
      Corporation        $1 Million         $100 Million

      Paul Sims          $1 Million to      $1 Million to
                         $100 Million       $100 Million

A. SC of Okaloosa Corp.'s 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Susan K. Schlott, et al.                               $6,086,907
Imogene Kelly, et al.
c/o Lisa Spencer, Esq. and
H. Bart Fleet, Esq.
1283 North Eglin Parkway
Shalimar, FL 32579
Tel: (850) 651-4006

Michael Ravelo                   Loans for attorney's    $144,000
206 South Second Street          Fees
Fort Pierce, FL 34950

Holland & Knight                 Legal Fees              $137,810
222 Lakeview Avenue, Suite 1000
West Palm Beach, FL 33401

Ausley & McMullen, P.A.          Legal Fees               $65,827
P.O. Box 391
Tallahasee, FL 32302

Vanguard-Credit Card Services    Credit Card              $50,000
P.O. Box 2181
Columbus, GA 31902-2182

Internal Revenue Service         Taxes                    $40,178

USAA Credit Card Services        Credit Card              $33,035

Carr Rigg Ingram                                          $16,900

Chesler & Barr, P.A.             Legal Fees               $16,711

Steffes, Vingiello and                                     $6,646
McKenzie, LLC

Jackson County Tax                                         $2,693

Robert Matthews                                               $95

B. Paul Sims' 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Michael Ravelo                   Personal Loan           $460,169
c/o Fort Pierce Waterfront
Terminals LLC
205 South Second Street
Fort Pierce, FL 34950
                                 Housing Expenses         $28,625

Holland & Knight                 Legal Services          $125,591
Hank Jackson, Esq.
222 Lakeview Avenue, Suite 1000
West Palm Beach, FL 33401

Ausley & McMullen                Legal Services           $65,825
John Beranek, Esq.
P.O. Box 391
Tallahasee, FL 32302

USAA Federal Savings Bank        Revolving Credit         $33,035
9800 Fredericksburg Road
San Antonio, TX 78288

Bank of America                  Bank Loan                $20,236
4161 Piedmont Parkway
Greensboro, NC 27410

Carr Riggs & Ingram, LLC         Accounting Services      $16,900

Chesser & Barr, P.A.             Legal Services           $16,710

Grand Del Mar                    Association Fees         $14,556
Condominium Association

Holland & Knight                 Legal Services           $12,218

FIA Card Services                Revolving Credit          $8,815

Jade East Towers Owners          Association Fees          $7,486

Clark, Partington, Hart et al.   Legal Services              $402

Portfolio Recovery Assoc.                                    $215

Robert Matthews                                               $95

Verizon                          Utility                      $94

Gulf Power                       Utility                      $68

Susan J. Schlott, et al.         Litigation Claims        Unknown

Imogene Kelly, et al.            Litigation Claims        Unknown


SECURE COMPUTING: 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
Secure Computing Corporation.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $20 Million
   Senior Secured
   Revolving Credit
   Facility due 2012      B2       B2      LGD3       31%

   $90 Million
   Senior Secured
   First Lien
   due 2013               B2       B2      LGD3       31%

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

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

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

Headquartered in San Jose, California, Secure Computing Company is
a provider of enterprise security products.


SERENA 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
Serena Software, 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       33%

   $400 Million
   Senior Secured
   First Lien
   due 2013               B1       B1      LGD3       33%

   $200 Million
   Senior
   Subordinated
   Note due 2016         Caa1     Caa1     LGD5       87%

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

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

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

Headquartered in San Mateo, California, Serena Software, Inc., is
a software provider focused solely on the design, development,
marketing and support of software used to manage and control
change in organizations.


SHAW GROUP: Unit Prices JPY128.98 Billion Limited-Recourse Bonds
----------------------------------------------------------------
The Shaw Group Inc. disclosed that its wholly-owned subsidiary,
Nuclear Energy Holdings, L.L.C., has priced its private offering
of yen-denominated JPY128.98 billion face amount of limited-
recourse bonds being marketed to investors in Japan and elsewhere
outside the United States, to be used to finance its acquisition
of 20% of the Westinghouse Acquisition Companies.

The bonds are to be issued in two tranches, a floating-rate
tranche and a fixed-rate tranche; and will mature March 15, 2013.
The JPY78 billion (equivalent to approximately $653 million)
floating-rate tranche is to be issued with a floating coupon rate
of 0.70% above the six-month Yen LIBOR rate.  NEH has entered into
a separate hedging transaction that fixes the interest cost on the
floating-rate bonds.  The JPY50.98 billion (equivalent to
approximately $427 million) fixed-rate tranche is to be issued
with a coupon rate of 2.20%. T he bond transaction is expected to
close on Friday, October 13, 2006, subject to customary closing
conditions.

The limited-recourse bonds will be secured by the assets of and
100% of the membership interests in NEH, its shares in the
Westinghouse Acquisition Companies, along with the corresponding
Toshiba option, a $36 million letter of credit established by Shaw
for the benefit of NEH and a letter of credit to secure the
payment of bond interest.  The initial Interest LC (previously
estimated to be approximately $91 million) will be established at
approximately $113 million, which now includes an approximately
$14 million withholding tax reserve.

NEH will use the proceeds from the bond offering plus
approximately $30 million of cash for the purchase of the 20%
interest in the Westinghouse Acquisition Companies.  Because of
market conditions, the effective interest rate on the bonds is
slightly higher than previously estimated.  Shaw expects the
Westinghouse Acquisition Companies transaction to occur in
October, 2006, subject to customary closing conditions.  Shaw
estimates its fees and expenses for the acquisition transaction,
including the bond offering, to approximate $20 million.  In the
event the acquisition were not to occur, NEH would repay the
proceeds to the bondholders and cancel the related transactions,
and would incur certain additional expenses.

The Shaw Group Inc. -- http://www.shawgrp.com/-- provides
technology, engineering, procurement, construction, maintenance,
fabrication, manufacturing, consulting, remediation, and
facilities management services for government and private sector
clients in the energy, chemical, environmental, infrastructure and
emergency response markets.  Headquartered in Baton Rouge,
Louisiana, with over $3 billion in annual revenues, Shaw employs
approximately 20,000 people at its offices and operations in North
America, South America, Europe, the Middle East and the Asia-
Pacific region.

                        *     *     *

As reported on the Troubled Company Reporter on Oct. 6, 2006,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and other ratings for The Shaw Group Inc. on
CreditWatch with negative implications.

"The CreditWatch placement followed followed the company's
announced agreement to take a 20% ownership interest in the
$5.40 billion acquisition, led by Toshiba Corp. (BBB/Watch
Neg/A-2), of Westinghouse Electrical Company Co. from British
Nuclear Fuels Ltd.," said Standard & Poor's credit analyst Dan
Picciotto.


SOLUTIA INC: Ct. Issues Bridge Order Extending Plan-Filing Period
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued a bridge order extending the period during which Solutia
Inc. and its debtor-affiliates may:

   (i) file a plan of reorganization to the date on which it
       makes a final determination on the Debtors' request for an
       extension; and

  (ii) solicit acceptances to the Plan to the date that is 60
       days after the Court makes a final determination on their
       request.

As reported in the Troubled Company Reporter on Oct. 3, 2006, the
Debtors sought an extension of its exclusive right to:

   (1) file a plan of reorganization through and including
       April 10, 2007; and

   (2) solicit and obtain acceptances of the Plan through and
       including June 11, 2007.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
said the Debtors have made significant progress toward their
reorganization since filing their last exclusivity request but
the JPMorgan Chase Bank and the Equity Committee Adversary
Proceedings continue to hinder the Debtors' progress.

According to Mr. Henes, the Debtors need more time to resolve
various outstanding issues before they can continue the Plan
process.

Mr. Henes assured that Court that the Debtors are not seeking an
extension of their Exclusive Periods to pressure their creditors
to accede to their reorganization demands.

The Court will convene a hearing on Nov. 16, 2006 to consider
the Extension Motion.

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  (Solutia Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SOLUTIA INC: Inks Agreement with Datron and Anchor Metals
---------------------------------------------------------
In accordance with the Court-approved procedures for resolving
environmental contribution claims, Solutia Inc. and its debtor-
affiliates notify the U.S. Bankruptcy Court for the Southern
District of New York that Pharmacia Corporation and Solutia Inc.
have entered into a proposed settlement agreement with Datron Inc.
and Anchor Metals, Inc.

Pharmacia and Solutia commenced a lawsuit, styled Solutia Inc.,
et al. v. McWane Inc., et. al., Case No. CV-03-PWG-1345-E (N.D.
Ala.), against, among others, Datron and Anchor Metals for
reimbursement of costs incurred in responding to hazardous
substances released by Datron and Anchor as a result of
operations at the former Anchor Metals facility located at or
near 1008 Glen Addie Avenue, Anniston, Alabama.

Pursuant to the proposed settlement:

   (a) while the initial claim amount asserted against Datron and
       Anchor Metals is unliquidated, the Debtors have determined
       that a reasonable demand figure is approximately $100,000
       to $450,000 based on the range of possible remediation
       costs in Anniston, Alabama;

   (b) Datron and Anchor Metals will pay $35,000 to Pharmacia and
       Solutia, within 30 days of:

       -- the execution of the settlement agreement;

       -- the expiration of the notice periods provided in the
          Contribution Settlement Procedures; and

       -- delivery of an executed stipulation to dismiss the
          lawsuit;

   (c) the parties will stipulate to dismiss with prejudice all
       claims asserted in the lawsuit; and

   (d) Pharmacia and Solutia will release and forever discharge
       Datron or Anchor from any and all claims related to the
       Anchor facility or the litigation.

Objections to the proposed settlement are due on Oct. 25, 2006.
Absent timely filed objections, the Debtors will be authorized,
without further notice and Court approval, to consummate the
settlement, and the settlement will be deemed final and fully
authorized by the Court.

Solutia has determined, in its business judgment, that, in light
of the substantial risk involved in litigation as well as the
cost of the litigation, the settlement represents a fair
resolution of the claims raised in the lawsuit against Datron and
Anchor Metals and that entering into the settlement is in the
best interests of the Debtors' estates.

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  (Solutia Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SOVEREIGN BANCORP: CEO Jay Sidhu Faces Board's Ouster Move
----------------------------------------------------------
Sovereign Bancorp Inc.' Board of Directors is expected to remove
chairman and chief executive Jay Sidhu from his posts and name
Joseph P. Campanelli as president and CEO, Joann S. Lublin at The
Wall Street Journal reports.  Ms. Lublin says Michael Ehlerman
could replace Mr. Sidhu as chairman of Sovereign's Board.

Forbes reporter Matthew Kirdahy relates that Sovereign's Board is
unhappy over Mr. Sidhu's failure to improve the company's value.
Sovereign's shares had steadily risen from September 2001 to late
2003, but have traded at the $20 to $25 range since then.

Sovereign Bancorp, Inc. (NYSE: SOV) --
http://www.sovereignbank.com/-- is the parent company of
Sovereign Bank, an $83 billion financial institution with nearly
800 community banking offices, over 2,000 ATMs (after giving
effect to the recently announced branding agreement in which
Sovereign ATMs will be placed in CVS/pharmacy locations) and
approximately 12,000 team members with principal markets in the
Northeast United States.  Sovereign offers a broad array of
financial services and products including retail banking, business
and corporate banking, cash management, capital markets, wealth
management and insurance.  Sovereign is the 18th largest banking
institution in the United States.

                           *     *     *

As reported in the Troubled Company Reporter on April 27, 2006,
Moody's Investors Service assigned a Ba2 rating to Sovereign
Bancorp's issuance of $200 million of Perpetual Preferred Stock,
which is being issued as part of the financing for Sovereign's
pending acquisition of Independence Community Bank Corp.


SPECIALTY FOODS: Files Amendment to Revolving Credit Agreement
--------------------------------------------------------------
Specialty Foods Group Income Fund filed an amendment to its
Revolving Credit and Term Loan Agreement, dated June 14, 2006.

The purpose of the amendment is to clarify certain definitions
with respect to the fixed charge coverage ratio covenant and to
commence the reporting requirement for that covenant as of
September 30, 2006.

                     About Specialty Foods

Specialty Foods Group Income Fund (TSX: HAM.UN) is an open-ended,
limited purpose trust established under the laws of the Province
of Ontario.  SFG is a leading independent U.S. producer and
marketer of premium branded and private-label processed meat
products.  SFG produces a wide variety of products such as franks,
hams, luncheon meats, dry sausage and delicatessen meats.  These
products are sold to a diverse customer base in the retail (e.g.,
supermarkets) and foodservice (e.g., restaurants) sectors.  SFG
sells products under a number of leading national and regional
brands such as Nathan's, Field, Fischer's, Mosey's, Liguria,
Alpine Lace and Scott Petersen as well as on a private-label
basis.

                         *     *     *

Specialty Foods filed its financial statements for the fiscal
quarter ended July 1, 2006.  The Company's balance sheet at July
1, 2006 showed $191,547,000 in total assets, $203,722,000 in total
liabilities, and $50,181,000 in stockholders' equity deficit.

Due to non-compliance with two ratio covenants under the company's
$45.0 million revolving credit facility and $43.0 million term
loan facility, the company's lenders had said they were not
willing to further waive the existing defaults past Dec. 9, 2005.
During 2005, the company advised the lenders of its intentions to
refinance both loan facilities.  In December 2005, the company
requested the current lenders to temporarily forbear from
exercising certain rights and remedies under their loan facilities
in order to afford the Company the opportunity and time to execute
its plans.  The lenders granted this forbearance until May 5,
2006.  However, at no time has the company been in default due to
late or non-payment of its obligations under the terms of either
loan facility, or requested or received any forgiveness of any
payments.

Specialty Foods engaged outside investment bankers to evaluate
alternatives on refinancing its current debt structure and to
assist its efforts in executing its debt restructuring plans.


SS&C TECHNOLOGIES: 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
SS&C Technologies, 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      B2       Ba3     LGD2       28%

   $200 Million
   Senior Secured
   First Lien
   due 2013               B2       Ba3     LGD2       28%

   $205 Million
   Senior
   Subordinated
   Note due 2016         Caa1     Caa1     LGD5       83%

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

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

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

Headquartered in Windsor, Connecticut, SS&C Technologies, Inc.,
provides software and outsourcing solutions for the financial
services industry.


STERIGENICS INT'L: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency downgraded its B2 Corporate
Family Rating for Sterigenics International Inc. to B3.
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
   ----------           -------  -------  ------   ----------

   Senior secured
   revolving credit
   facility due 2009       B2       B2      LGD3       32%

   Senior secured
   term loan due 2010      B2       B2      LGD3       32%

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

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

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

Sterigenics International Inc. -- http://www.sterigenics.com/--  
provides sterilization and ionization services, which are its only
focus.


STERIGENICS INT'L: Moody's Rates $320 Million Senior Loan at B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Sterigenics
International, Inc.'s new credit facilities, consisting of a
$30 million revolving credit facility and a $290 million term
loan.  Moody's also affirmed the company's B2 Corporate Family
Rating.  Moody's understands that the proceeds of the proposed
facilities will be used to fund a $75 million dividend to
shareholders, including the retirement of $36 million of loan
stock held at the parent holding company, and to refinance
existing debt.

Summary of Moody's rating actions.

Ratings Assigned:

   * $30 million senior secured revolving credit facility due
     2011, B2, LGD3, 33%

   * $290 million senior secured term loan B due 2013, B2, LGD3,
     33%

Ratings Affirmed:

   * Corporate family rating, B2
     PDR, B3

Ratings Withdrawn:

   * Senior secured revolving credit facility due 2009, B2, LGD3,
     32%

   * Senior secured term loan B due 2010, B2, LGD3, 32%

The ratings remain constrained by the relatively small revenue
base and continued customer concentration. While revenue has
been growing as the company opens new facilities and increases
capacity at existing facilities, the concentration of revenue from
its most significant customers continues.  The ratings are also
constrained by the significant financial leverage of the company
following the proposed refinancing and the conversion of a
considerable amount of equity to debt through the payment of a
debt financed dividend to shareholders.

Sterigenics' adjusted cash flow coverage of debt also continues to
constrain the rating. The company's significant capital spending,
including investment in overseas facilities, has resulted in
negative free cash flow.  Moody's anticipates continued negative
free cash flow for the year ending December 31, 2007 due to
significant capital spending plans in the first half of the year
and therefore, expects only marginal improvement in the free cash
flow coverage metric in the near term.  Moody's believes
Sterigenics will need to access availability under its revolver to
fund capital spending until the company's new facilities and
capacity ramp up.

Supporting the ratings is the company's leading market position
and its ability to satisfy customer needs through the offering
of alternative modes of sterilization services.  The company
enjoys a relatively stable business associated with a long-lived
customer base for whom switching providers is difficult.
Additionally, the company's expansion strategy has been based on
customer demand, ensuring a base level of business as capacity
comes on line resulting in EBIT margins that are relatively strong
for the B2 rating category.

The stable outlook reflects Moody's expectation that Sterigenics
will continue to grow at a modest pace with a corresponding
decrease in leverage.  The company has now made all necessary
repairs and received insurance recoveries for the bulk of the
expenses related to the August 2004 incident at the company's
Ontario, CA facility.  Also supporting the stable outlook is
Moody's expectation that the company will be able to fund
expansion projects through operating cash flow beginning in the
fourth quarter of 2007.  Moody's expects the company's liquidity
position in the coming year will be adequate.

If Sterigenics increases free cash flow as a result of the recent
expansion or if the company repays debt, Moody's could consider
upgrading the outlook or ratings.  Conversely, if the company is
unable to reduce leverage or is not expected to reach break-even
free cash flow, Moody's could downgrade the ratings.  Moody's
could also consider an increase in financial leverage for
acquisitions or unplanned expansion as negatively affecting the
ratings.

Sterigenics International, Inc., headquartered in Oak Brook,
Illinois provides contract sterilization and ionization services
for medical devices, food safety and advanced materials
applications.  The company operates 40 facilities in North
America, Europe and Asia.  For the twelve months ended June 30,
2006, the company recognized net revenue of approximately
$216 million.


STERIGENICS INT'L: S&P Rates $320 Million Sr. Facilities at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its existing ratings
on Chicago, Illinois-based sterilization and ionization services
provider Sterigenics International Inc. (B+/Stable/--).  The
company is a wholly owned subsidiary of Sterigenics Holdings Inc.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to Sterigenics' senior secured credit facilities,
consisting of a $290 million first-lien term loan B due in 2013
and a $30 million first-lien revolving credit facility due in
2011.  The facilities are rated 'B+' (at the same level as the
corporate credit rating) with a recovery rating of '2', indicating
the expectation for substantial (80%-100%) recovery of principal
in the event of a payment default.

Proceeds of the financing will be used to pay down outstanding
bank loans and finance a $75 million distribution to financial
sponsors PPM Capital Ltd. and PPM America Capital Partners LLC,
together known as PPM, which includes the repayment of holding
company loan stock and paid-in-kind accruals.  The incremental
debt will weaken financial ratios, which had been steadily
improving since the mid-2004, $311.5 million financial sponsor-led
buyout.

Still, the company's financial profile remains commensurate with
the current ratings given the medium-term revenue visibility.

Prospectively, Standard & Poor's expects resumed financial
strengthening as a result of debt reduction and EBITDA growth over
the next few years.

"The 'B+' rating reflects Sterigenics' single business focus in a
competitive industry, high debt levels, and capital expenditures
that are large relative to its cash flow from operations," said
Standard & Poor's credit analyst Cheryl Richer.

"These issues are partially offset by Sterigenics' well-
established market position, favorable industry demand trends, and
diverse and stable customer base."

With a share of about 32% of the contract sterilization market,
Sterigenics is the leading provider of sterilization and
ionization services; its largest competitors include Steris
(Isomedix) in the U.S. and Isotron in Europe.

Using its four main technologies (ethylene oxide sterilization,
gamma irradiation, electron-beam, and X-ray radiation), the
company processes, among other things, medical products (81% of
revenues), foods (11%), and advanced applications -- including
semiconductors, mail, and gemstones (9% total) -- via nearly 40
facilities worldwide.


SYNIVERSE TECHNOLOGIES: 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 Ba3 Corporate Family Rating for
Syniverse Technologies, 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
   ----------           -------  -------  ------   ----------
   $42 Million
   Senior Secured
   Revolving Credit
   Facility due 2011      Ba3      Ba1     LGD2       24%

   $240 Million
   Senior Secured
   First Lien             Ba3      Ba1     LGD2       24%

   $175 Million
   Senior
   Subordinated
   Note due 2013          B2       B1      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%).

Based in Tampa, Florida, Syniverse Technologies, Inc., provides
technology outsourcing to wireless telecommunications carriers.


TARGUS GROUP: S&P Affirms B Rating & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
laptop case and computer accessory provider Targus Group
International Inc. to negative from stable.

Ratings on the company, including the 'B' corporate credit rating,
were affirmed.

As of June 30, 2006, Anaheim, California-based Targus Group had
about $290.2 million of total debt outstanding, which excludes
pay-in-kind notes and operating lease obligations.

"The revised outlook reflects weaker-than-expected profitability
and free cash flow resulting from challenging operating
conditions, including an unfavorable working capital environment
and higher commodity and fuel costs, in addition to a less
favorable product mix -- all of which have contributed to a
decline in credit protection measures," explained Standard &
Poor's credit analyst Mark Salierno.

The 'B' rating on the company reflects Targus' highly leveraged
pro forma capital structure.  It also reflects:

   * the highly competitive operating environment and price-
     sensitive nature of the laptop computer case and accessory
     business;

   * technology risk within the accessories product line;

   * some customer concentration across the three distribution
     channels; and

   * vulnerability to weak economic and retail environments.

These risks are somewhat mitigated by the company's leading market
share in laptop cases and certain computer accessories, existing
customer relationships, and favorable trends relating to growth in
laptop sales.


TELCORDIA TECHNOLOGIES: 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 B1 Corporate Family Rating for
Telcordia Technologies, 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
   ----------           -------  -------  ------   ----------
   $100 Million
   Senior Secured
   Revolving Credit
   Facility due 2011      B1       Ba3     LGD3       31%

   $570 Million
   Senior Secured
   First Lien
   due 2012               B1       Ba3     LGD3       31%

   $300 Million
   Senior
   Subordinated
   Notes due 2013         B3       B3      LGD5       86%

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

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
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 Piscataway, New Jersey, Telcordia Technologies,
Inc., provides operations systems support software and network
systems products for telecommunications providers.


TIME WARNER: Completes $700 Million Credit Facility for Subsidiary
------------------------------------------------------------------
Time Warner Telecom, Inc., has completed a new $700 million senior
secured Credit Facility for its wholly-owned subsidiary, Time
Warner Telecom Holdings Inc., consisting of a $600 million term
loan B maturing in January 2013 and a $100 million revolving
credit facility maturing in October 2011.

The Company disclosed that initial pricing on the Term Loan is at
LIBOR plus 2.25% and initial pricing on the revolver is LIBOR plus
2.50%.  The Credit Facility is guaranteed by the Company and its
restricted subsidiaries.  The Revolver replaces Holdings'
$110 million secured revolving credit facility.

The Company also disclosed that Holdings drew $200 million on the
Term Loan to extinguish its existing senior secured term loan B
facility.  Holdings will also use a portion of the Term Loan
proceeds to fully redeem $240 million its issued second priority
senior secured floating rate notes, with a coupon of LIBOR plus
400 basis points.  Holdings called for the redemption of the
floating rate Notes on Nov. 6, 2006 at 102% of par, which equates
to a premium of $4.8 million.  The Company expects to use the
remaining borrowings under the Term Loan to fund a portion of the
acquisition of Xspedius Communications, LLC and related fees and
expenses.  Pro forma for the completion of the full draw of the
$600 million Term Loan, the Company's gross debt will increase by
approximately $161 million.  After giving effect to the redemption
of the floating rate Notes, the nearest scheduled maturity for the
Company's outstanding debt is 2013.

Headquartered in Littleton, Colorado, Time Warner Telecom Inc.
(Nasdaq: TWTC) -- http://www.twtelecom.com/-- provides data,
dedicated Internet access, and local and long distance voice
services to business customers in 44 metropolitan markets in the
United States.  Xspedius, a privately held telecommunications
company, is headquartered in O'Fallon, Montana.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2006
Moody's Investors Service took these rating actions on Time Warner
Telecom, Inc.: Speculative grade liquidity rating -- Upgraded to
SGL-1 from SGL-2; Corporate family rating -- Affirmed B2;
Probability of Default Rating -- Assigned B2; Convertible senior
notes due 2026 -- Affirmed Caa1; and Assigned LGD 5 -- 89%.


TWO FUNNY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Two Funny Guys, LLC
        217 Centre Street 5th Floor
        New York, NY 10013

Bankruptcy Case No.: 06-12405

Chapter 11 Petition Date: October 10, 2006

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Debtor's Counsel: Laurence May, Esq.
                  Cole Schotz Meisel Forman & Leonard P.A.
                  A Professional Corporation
                  460 Park Avenue, 8th Floor
                  New York, NY 10022
                  Tel: (212) 752-8000
                  Fax: (212) 752-8393

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


UGS CORP: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Technology Software sectors this week,
the rating agency confirmed its B2 Corporate Family Rating for UGS
Corporation.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $125 Million
   Senior Secured
   Revolving Credit
   Facility due 2010      B1       Ba2     LGD2       18%

   $725 Million
   Senior Secured
   First Lien
   due 2011               B1       Ba2     LGD2       18%

   $550 Million
   Senior
   Subordinated
   Notes due 2012         B3       B3      LGD4       66%

   $330 Million
   Senior Unsecured
   Bonds due 2011        Caa1     Caa1     LGD6       92%

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 Plano, Texas, UGS Corp. is a provider of product
lifecycle management software.


USA TECHNOLOGIES: Goldstein Golub Raises Going Concern Doubt
------------------------------------------------------------
Goldstein Golub Kessler LLP expressed substantial doubt about USA
Technologies, 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
recurring losses from operations at June 30, 2006.

The Company reported a $14.8 million net loss on $6.4 million of
net revenues for the fiscal year ended June 30, 2006, compared to
a $15.4 million net loss on $4.6 million of net revenues in 2005.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?1344

Headquartered in Malvern, Pennsylvania, USA Technologies, Inc. --
http://www.usatech.com/-- offers a suite of networked devices and
associated wireless non-cash payment, control/access management,
remote monitoring and data reporting services, as well as energy
management products.   As a result of the acquisition of the
assets of Bayview Technology Group, LLC, in July 2003, the Company
also manufactures and sells energy management products which
reduce the electrical power consumption of various existing
equipment, such as refrigerated vending machines and glass front
coolers, thus reducing the electrical energy costs associated with
operating this equipment.


VENETO LLC: Inks $18,500,000 Financing Agreement with Vantage
-------------------------------------------------------------
Veneto LLC asks the U.S. Bankruptcy Court for the Central District
of California for authority to obtain financing from Vantage Real
Estate Solutions pursuant to a loan agreement dated Sept. 12,
2006.

Under the loan agreement, Vantage agreed to provide a $2,000,000
funding for the completion of building and improvement
construction in the Debtor's real property in Ranch Mirage,
California.

The loan is contingent upon, among others, an appraisal on the
property of not less than $20,000,000, and the establishment of a
fund control account into which the loan proceeds will be
deposited and from which all contractors, subcontractors and
suppliers will be paid directly.

As adequate protection for the loan, the Debtor grants Vantage
first priority deed of trust on the entire property, priming the
existing first, second, and third deeds of trust on the property.

Additionally, Vantage offered to provide the Debtor a $16,500,000
"take out" financing to pay off the $2,000,000 priming loan, the
primed deeds of trust, as well as administrative and unsecured
obligations of the estate.

The take out loan will be released after the priming loan and upon
completion of the construction project.

The Court will convene a hearing to consider the Debtor's request
on Oct. 17, 2006, 3:30 p.m., at Court Room 302, No. 3420 Twelfth
Street, in Riverside, California.

Rancho Mirage, California-based real estate company Veneto LLC,
fka L'Veneto LLC, filed for a chapter 11 petition on July 12, 2006
(U.S. Bankr. C.D. Cal. Case No. 06-11744).  Jack F. Fitzmaurice,
Esq., at Fitzmaurice, Demergian & Palaganas serves as the Debtor's
counsel.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor sought protection from
its creditors, it listed total assets of $23,499,000 and total
debts of $11,443,889.


VENETO LLC: Selects Stephen R. Wade as General Insolvency Counsel
-----------------------------------------------------------------
Veneto LLC asks the U.S. Bankruptcy Court for the Central District
of California for permission to employ the law offices of Stephen
R. Wade as its general insolvency counsel.

Mr. Wade charges $315 per hour for his services while his
paralegals bill $85 per hour.

In addition, the Debtor has agreed to pay the firm a $10,000
retainer from the capital contribution of its principal.

To the best of the Debtor's knowledge, neither Mr. Wade nor his
holds any interest adverse to the estate.

Rancho Mirage, California-based real estate company Veneto LLC,
fka L'Veneto LLC, filed for a chapter 11 petition on July 12, 2006
(U.S. Bankr. C.D. Cal. Case No. 06-11744).  Jack F. Fitzmaurice,
Esq., at Fitzmaurice, Demergian & Palaganas serves as the Debtor's
counsel.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor sought protection from
its creditors, it listed total assets of $23,499,000 and total
debts of $11,443,889.


WERNER LADDER: Wants Court to Set December 12 as Claims Bar Date
----------------------------------------------------------------
Werner Holding Co. (DE), Inc. aka Werner Ladder Company, and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to establish Dec. 12, 2006, at 4:00 p.m. (Pacific
Time), as the last day and time by which all entities, including
governmental units, must file proofs of claim.

Persons and entities who are required to file proofs of claim on
or before the Bar Date are:

   (a) those whose prepetition claims are not listed in the
       Schedules of Liabilities or are listed as disputed,
       contingent, or unliquidated and who desire to
       participate in the Debtors' Chapter 11 cases; and

   (b) those who believe that their prepetition claims are
       improperly classified in the Schedules or are listed in an
       incorrect amount and who desire to have their claims
       allowed in a classification or amount other than that
       identified in the Schedules.

Each proof of claim filed must:

   -- be written in the English language;
   -- be denominated in lawful currency of the United States;
   -- attach copies of supporting documentation.

All proofs of claim must be originally executed and actually
received on or before the Bar Date by Kurtzman Carson
Consultants, LLC, the Court-approved claims and noticing agent,
at this address:

          Werner Claims Processing
          c/o Kurtzman Carson Consultants LLC
          12910 Culver Boulevard, Suite I
          Los Angeles, CA 90066

Proofs of claim must either be mailed or delivered by messenger
or overnight courier.  Proofs of claim sent by facsimile,
telecopy, or e-mail will not be accepted.

Any holder of a claim who is required, but fails, to file a proof
of claim on or before the Bar Date will be forever barred from
asserting that claim against the Debtors, and the Debtors and
their property will be forever discharged from any indebtedness
with respect to that claim.  Moreover, that holder will not be
permitted to vote to accept or reject any Chapter 11 plan or
participate in any distribution in the Debtors' Chapter 11 cases
on account of that claim.

The Debtors propose to serve on all known entities holding
potential prepetition claims: (a) a notice of the Bar Date, (b) a
proof of claim form, and (c) the Bar Date Order.

The Debtors will also mail a Bar Date Package to parties-in-
interest, including:

   -- the U.S. Trustee,
   -- counsel to the Committee,
   -- creditors listed in the Schedules,
   -- parties to executory contracts and unexpired leases,
   -- equity security holders,
   -- taxing authorities,
   -- all indenture trustees,
   -- District Director of the IRS for Delaware, and
   -- the Securities and Exchange Commission.

The Debtors will also publish the Bar Date Notice once in each of
the national editions of The Wall Street Journal and USA Today,
no later than Nov. 17, 2006.

The Debtors note that establishing December 12 as the Bar Date
will provide potential claimants with enough time after the
mailing of the Bar Date Notice Package and the printing of the
Publication Notice to review the Schedules, compare the
information in the Schedules with their own books and records,
and, if necessary, prepare and file proofs of claim.

                        About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Wants Plan-Filing Period Extended to January 19
--------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates ask U.S. Bankruptcy Court for the District of
Delaware to extend their exclusive periods to:

   -- file a plan through Jan. 19, 2007; and
   -- solicit acceptances of that plan through March 20, 2007.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, notes that the size and complexity of
the Debtors' cases warrants an extension of the exclusive
periods.

Mr. Brady tells the Court that he Debtors are in the process of
moving more than 80% of their unit production to facilities in
Juarez, Mexico, and sourcing product from China, where a
purchasing office has been established to leverage sourcing
opportunities.  The Debtors believe that they won't be able to
complete this project until the first quarter of 2007.

Mr. Brady adds that the Debtors have begun conducting an
extensive analysis of all of their operations.  "Making
successful strides towards completing the operational
restructuring is the predicate to formulating a 2007 budget and
long-term business plan, valuing the Debtors' businesses, and
formulating and negotiating a plan of reorganization."

The Debtors' senior management and professionals, Mr. Brady says,
have been distracted from their critical operational
restructuring tasks by time-consuming litigation and discovery.
Accordingly, the Debtors have not and could not reasonably have
been expected to develop the foundation for formulating and
negotiating a chapter 11 plan.

Nevertheless, Mr. Brady relates, the Debtors have and continue to
make good faith progress towards a plan of reorganization.

Mr. Brady explains that the operational transition requires one
or two more quarters to complete.  The Debtors require another 50
to 60 days to complete a "bottoms-up" budget for 2007, which is a
significantly accelerated process compared to the Debtors'
regular practice, and an additional 45 to 50 days to develop a
long-term business plan and begin negotiations over a plan of
reorganization.

The Court will convene a hearing on Nov. 9, 2006, to consider the
Debtors' request.

                        About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WESTON NURSERIES: Has Until Nov. 3 to Solicit Acceptances of Plan
-----------------------------------------------------------------
The Honorable Joel B. Rosenthal of the U.S. Bankruptcy Court for
the District of Massachusetts in Worcester extended Weston
Nurseries, Inc.'s exclusive solicitation period to Nov. 3, 2006,
provided the Debtor will file an amended Plan and Disclosure
Statement.

If the Plan and Disclosure Statement are filed, the exclusive
solicitation period is extended to Dec. 18, 2006.

Headquartered in Hopkinton, Massachusetts, Weston Nurseries, Inc.,
-- http://www.westonnurseries.com/-- is central New England's
premier resource in designing, creating, and enjoying outdoor
living areas.  Weston Nurseries grows and sells plants, trees,
shrubs, and perennials.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884).
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, represents
the Debtor in its restructuring efforts.  Michael J. Fencer, Esq.,
and Steven C. Reingold, Esq., at Jager Smith, PC, represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of $10 million to $50 million.


WINN-DIXIE: Wants Court to Approve Del Monte Stipulation
--------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to approve
their stipulation with Del Monte Corporation.

Del Monte Corporation, doing business as Del Monte Foods, provides
various products for the Debtors' retail grocery stores.

Following the Debtors' bankruptcy filing, Del Monte entered into
an agreement with the Debtors, under which Del Monte is bound to a
Court-approved stipulation between the Debtors and their trade
vendors regarding reconciliation and treatment of trade vendors'
reclamation claims.  Pursuant to their Agreement:

   -- Del Monte was granted a net allowed reclamation claim for
      $435,855;

   -- The Debtors waived all preference claims against Del Monte;
      and

   -- Del Monte agreed that reconciled non-reclamation,
      prepetition vendor receivables and allowances will be set
      off against its unsecured claim and it will remit to the
      Debtors any excess amounts.

Del Monte filed Claim Nos. 4251 to 4258, 6434, and 6435, each in
an amount not less than $616,168 against different Debtors.

In their 21st Omnibus Objection, the Debtors sought to disallow
Claim Nos. 4251 to 4255, 4257, 4258, 6434, and 6435 on grounds
that they duplicate the liability of Claim No. 4256.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, relates that the parties have agreed to resolve the
claims dispute and all issues relating to the application of
credits and set-offs against Del Monte invoices for various
products delivered to the Debtors through the period ending on
October 3, 2005.  The parties agree:

   (1) Del Monte acknowledges that it has received reclamation
       payments totaling $435,855 with respect to its reclamation
       claim against the Debtors;

   (2) After application of reclamation payments totaling
       $435,855, the remaining amount of Claim No. 4256 will be
       set off against the Debtors' accrued prepetition credits
       and the claim will be reduced to zero;

   (3) Upon the Court's approval of the stipulation, Claim No.
       4251 to 4258, 6434, and 6435 are disallowed in their
       entirety, to the extend not already disallowed by previous
       Court orders; and

   (4) Del Monte will pay the Debtors $1,066,570 for overpayments
       and other adjustments via wire transfer within three days
       after its receipt of the final, non-appealable order
       approving the stipulation and the Debtors' wire transfer
       instructions.

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


WINN-DIXIE: Wants Prepetition Supply Pact with Rexall Rejected
--------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to approve

   (x) the rejection of the Prepetition Supply Agreement effective
       as of Oct. 12, 2006, and

   (y) the agreed resolution of Rexall Sundown, Inc., and its
       affiliates' claims.

Before the Debtors filed for bankruptcy, they purchased
nutritional supplements and vitamins from Rexall Sundown, Inc.
The parties' prepetition supply agreement was to remain in effect
until the Debtors achieved $20,000,000 in net sales from Rexall.

As part of the Prepetition Supply Agreement, the Debtors were
required to carry 115 SKUs of Rexall products.  If the SKU count
was not maintained or the contract terminated before the Debtors
achieve $20,000,000 in net sales of all Rexall products, the
Debtors were obligated to repay the $2,000,000 in credit memos
and free goods provided by Rexall, on a prorated basis, in
accordance with the ratio between the amount of net sales and
$20,000,000.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, says that the Debtors have not satisfied
the volume requirement in four plus years.

The Debtors say they wish to continue their relationship with
Rexall and its affiliates but the terms of their contract are no
longer economically feasible.  Thus, the Debtors have decided to
reject the Prepetition Supply Agreement.

The Debtors have negotiated with Rexall for the rejection of the
Prepetition Supply Agreement on these terms:

    -- The Prepetition Supply Agreement will be rejected in favor
       of a new contract with U.S. Nutrition, Inc., Rexall's
       parent company;

    -- U.S. Nutrition, on behalf of Rexall, has agreed to waive
       all claims for rejection damages, including repayment for
       amounts due as a result of failure to meet sales
       requirements;

    -- Claim No. 10201 filed by Rexall will be allowed as a non-
       priority unsecured claim for $652,000;

    -- Claim No. 10201 filed by NBTY, Inc., will be allowed as a
       non-priority unsecured claim for $16,752;

    -- Claim No. 10207 filed by Nature's Bounty, Inc., will be
       allowed as a non-priority unsecured claim for $21,633; and

    -- Winn-Dixie Stores, Inc., Scheduled Claim No. 35415 for
       $599,679, in favor of behalf of Rexall, and Winn-Dixie
       Procurement, Inc., Scheduled Claim No. 35159 for $25,017,
       in favor of Nature's Bounty, will be disallowed and
       expunged in their entirety.

According to Ms. Jackson, the new three-year supply agreement is
favorable to the Debtors because it does not obligate them to
purchase a minimum value of products.  The New Agreement also (i)
expands the product line to include Knox Products and Nature's
Bounty, (ii) decreases the required number of SKUs from 115 to
105, and (iii) waives the $2,000,000 in repayments.

The New Agreement, which will take effect upon the rejection of
the Prepetition Supply Agreement, may be terminated by the
Debtors without liability if their Joint Plan of Reorganization
is not confirmed or does not become effective before Dec. 31,
2006.

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


XYBERNAUT CORP: Court Approves Hurson as Special Counsel
--------------------------------------------------------
The Honorable Robert G. Mayer of the U.S. Bankruptcy Court for the
Eastern District of Virginia in Alexandria authorized:

   -- the withdrawal of the Hurson Law Firm LLP as special counsel
      to the Official Committee of Equity Security Holders, and

   -- the employment of Hurson Law Firm LLP as special counsel to
      Xybernaut Corporation and Xybernaut Solutions, Inc.

The Equity Committee supported the Debtors' request.

The assets of the Debtors' bankruptcy estates include certain
claims that the Debtors possess against professionals that
formerly represented the Debtors and others who may be liable to
the Debtors.  These claims include potential causes of action for
breach of contract, negligence, malpractice, fraud, breach of
fiduciary duties, fraudulent transfers, civil conspiracy, and
other causes of action.

The pursuit of these claims, and distribution of the net recovery
to creditors, is a central component of the Debtors' plan of
reorganization, which will be filed with the Court.

Hurson Law Firm will pursue these third-party claims on behalf of
the Debtors or their successors and assigns on a contingent fee
basis.

The Equity Committee hired the Hurson Law Firm to provide legal
services and assist and advise the Equity Committee in various
matters, including:

   (a) investigations by the United States Securities and Exchange
       Commission and the United States Department of Justice,

   (b) lawsuits brought by or on behalf of shareholders and former
       shareholders of the Debtors,

   (c) directors' and officers' insurance coverage related issues,
       and

   (d) general corporate matters and securities matters.

Daniel J. Hurson, a principal at Hurson Law Firm LLP, disclosed
that his Firm will receive 40% of any recoveries by the Debtors
up to $12.5 million, then 25% of recoveries from $12.5 million
to $25 million, then 20% of all recoveries above $25 million.

The Hurson Firm has agreed to advance any expenses of the Third
Party Litigation with such advanced expenses being repaid first
from any recovery in the Third Party Litigation.

Mr. Hurson assured the Court that his Firm has no connection with
the Debtors or its creditors and does not hold any interest
adverse to the Debtors' estates with respect to the matters for
which the Firm will be retained by the Debtors.

The Equity Committee has expressly waived any conflict, which may
arise as a result of its former engagement of the Hurson Firm as
its special counsel.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on July
25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).  John
H. Maddock III, Esq., at McGuireWoods LLP, represents the Debtors
in their chapter 11 proceedings.  Paul M. Sweeney, Esq., at
Linowes & Blocher LLP, represents the Official Committee of
Unsecured Creditors.  Craig Benson Young, Esq., at Connolly
Bove Lodge & Hutz, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $40 million in total assets and
$3.2 million in total debts.


XYBERNAUT CORP: Administrative Claims Bar Date Set for October 31
-----------------------------------------------------------------
The Honorable Robert G. Mayer of the U.S. Bankruptcy Court for the
Eastern District of Virginia in Alexandria set 4:00 p.m. on
Oct. 31, 2006, as the deadline for all administrative claim
creditors owed money by Xybernaut Corporation and Xybernaut
Solutions, Inc., on account of claims arising from July 25, 2005,
to Aug. 29, 2006, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
October 31 Administrative Claims Bar Date and those forms must be
delivered to:

      If by overnight or hand delivery:

      Donlin, Recano & Company, Inc.
      Attn: Claims Department
      Re: Xybernaut Coropration & Xybernaut Solutions, Inc.
      419 Park Avenue South, Suite 1206
      New York, NY 10016-8410

      If by mail:

      Donlin, Recano & Company, Inc.
      Attn: Claims Department
      Re: Xybernaut Corporation & Xybernaut Solutions, Inc.
      P.O. Box 899
      Madison Square Station
      New York, NY 10010

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on July
25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).  John
H. Maddock III, Esq., at McGuireWoods LLP, represents the Debtors
in their chapter 11 proceedings.  Paul M. Sweeney, Esq., at
Linowes & Blocher LLP, represents the Official Committee of
Unsecured Creditors.  Craig Benson Young, Esq., at Connolly
Bove Lodge & Hutz, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $40 million in total assets and
$3.2 million in total debts.


* AlixPartners Expands Electronic Discovery Services
----------------------------------------------------
AlixPartners reported the expansion of its Electronic Discovery
and Litigation Technology services with the addition of Matthew
Cohen, who will lead the firm's electronic discovery practice in
New York.  AlixPartners also said that it is opening a Data Center
to support its litigation technology consulting services.

Mr. Cohen spent 15 years with Skadden, Arps, Slate, Meagher & Flom
LLP where he was a counsel in the Complex Mass Torts and Insurance
Litigation department and Co-Chair of the firm's Electronic
Discovery Committee.  He specializes in electronic discovery and
litigation readiness planning, and has extensive experience
assisting corporations in the technology, consumer products,
pharmaceutical, medical device, insurance and financial services
sectors in preparing for and responding to discovery demands in
litigation and regulatory matters and in managing discovery in
complex litigation and regulatory matters.

Mr. Cohen is a member of the Sedona Conference Working Group on
Electronic Document Retention and Production, a co-author of the
Working Group's RFP+ White Paper and a contributing editor of its
Glossary.  He is also a faculty member and a member of the
Advisory Committee for the Georgetown University Law Center
Continuing Legal Education Electronic Discovery program.  In
addition, he is a frequent lecturer and has written numerous
articles on electronic discovery.  He earned a JD from the Fordham
School of Law and a bachelor's degree from the State University of
New York at Stony Brook.

"The addition of Matt Cohen to our team means that AlixPartners is
even more strongly positioned to support its clients with highly
credentialed professionals who have real world Electronic
Discovery and Litigation Readiness consulting experience.  This
expertise is particularly important to the firm's clients in light
of the pending amendments to the Federal Rules of Civil Procedure
which are slated to become effective on December 1, 2006.  These
amendments will require litigants to proactively identify
potentially relevant electronically stored information and to
confer with their opponents regarding their preservation efforts
and information storage systems" said Meade Monger, managing
director at AlixPartners.

The firm is opening a Data Center, representing a substantial
investment in a state-of-the-art facility and cutting-edge
hardware and software to support its data analytics and settlement
administration services and to assist clients in meeting the new
challenges posed by electronic discovery.  The Data Center will
provide AlixPartners' clients with multiple options and
functionalities to ensure high-quality, cost-efficient solutions
tailored to the needs of each individual case.

"AlixPartners continues to be at the forefront of the litigation
technology revolution," added Mr. Monger.  "We have long been
using our expertise in technology, finance, accounting,
litigation, and our unique ability to analyze and distil massive
amounts of data to help clients solve complex problems.  With the
Data Center, we will continue to use these skills to facilitate
all aspects of electronic discovery, data analytics and class
action settlement administration, but will be able do so more
effectively and efficiently for our clients."

                      About AlixPartners

AlixPartners LLC -- http://www.alixpartners.com/-- is a
performance improvement, corporate turnaround and financial
advisory services firm.  The AlixPartners' "one-stop-shop" suite
of services range from operational performance improvement and
financial restructuring across all major corporate disciplines
(manufacturing, supply chain, IT, sales and marketing, etc.), to
financial advisory services (including financial reporting,
corporate governance and investigations) to technology-enabled
restructuring and claims management.  Headquartered in
metropolitan Southfield, Michigan, the firm has more than 500
employees, and has offices in Chicago, Dallas, Detroit,
Dsseldorf, London, Los Angeles, Milan, Munich, New York, Paris,
San Francisco and Tokyo.


* DJM Asset Changes Name to DJM Realty, Launches New Web Site
-------------------------------------------------------------
DJM Asset Management has changed its name to DJM Realty. In
addition to the name change, the company's Web site address has
also changed from http://www.djmasset.com/ to
http://www.djmrealty.com/

"Our name needed to be more representative of our core business,"
stated Emilio Amendola, Co-President, DJM Realty.  "It now
reflects the fact that we are a complete provider of strategic
real estate solutions."

DJM Realty's breadth of real estate services includes
dispositions, real estate investments, capital solutions and
valuations for the retail, restaurant, warehouse, industrial,
multi-family and residential sectors.  Every year, the company
evaluates over 1,000 locations, disposes of (or restructures)
millions of square feet of space and mitigates hundreds of
millions of dollars of leasehold obligations that result in
significant savings for clients.

"Our clients know that when they need a creative approach to
address their real estate needs or are looking for a partner to
acquire real estate or another company, we're the ones to call,"
said Andy Graiser, Co-President, DJM Realty.  "Changing our name
to DJM Realty solidifies this position and reinforces the fact
that we maximize the value of our clients' real estate assets."

                       About DJM Realty

DJM Realty appraises properties, disposes of or mitigates lease
liabilities and fee-owned properties, acquires retail, commercial
and industrial real estate that does not fit into its clients'
long-term goals.  Leveraging over 550 regional brokers, DJM Realty
conducts comprehensive evaluations and reserve analysis on fee
simple and leasehold interests, negotiates lease modifications or
terminations, mitigates landlord claims, provides capital for the
orderly disposition of real estate and facilitates the acquisition
of new properties.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Greystone Construction Corporation
   Bankr. M.D. Fla. Case No. 06-05385
      Chapter 11 Petition filed October 4, 2006
         See http://bankrupt.com/misc/flmb06-05385.pdf

In re Orozco Corporation
   Bankr. D. Mass. Case No. 06-42048
      Chapter 11 Petition filed October 4, 2006
         See http://bankrupt.com/misc/mab06-42048.pdf

In re R&S Taverns, Inc.
   Bankr. M.D. Fla. Case No. 06-03104
      Chapter 11 Petition filed October 4, 2006
         See http://bankrupt.com/misc/flmb06-03104.pdf

In re Evening Lights, LLC
   Bankr. E.D. Mich. Case No. 06-54215
      Chapter 11 Petition filed October 5, 2006
         See http://bankrupt.com/misc/mieb06-54215.pdf

In re Maura Buildings, Inc.
   Bankr. M.D. Pa. Case No. 06-02200
      Chapter 11 Petition filed October 5, 2006
         See http://bankrupt.com/misc/pamb06-02200.pdf

In re Randy Erwin Pulpwood & Logging Contractor, Inc.
   Bankr. E.D. Ark. Case No. 06-14476
      Chapter 11 Petition filed October 5, 2006
         See http://bankrupt.com/misc/areb06-14476.pdf

In re Raymond Lamar Murphy, Jr.
   Bankr. M.D. Ala. Case No. 06-80813
      Chapter 11 Petition filed October 5, 2006
         See http://bankrupt.com/misc/almb06-80813.pdf

In re Scott Jay Johnson
   Bankr. W.D. Wis. Case No. 06-12461
      Chapter 11 Petition filed October 5, 2006
         See http://bankrupt.com/misc/wiwb06-12461.pdf

In re Jeff Young
   Bankr. S.D. Calif. Case No. 06-03011
      Chapter 11 Petition filed October 6, 2006
         See http://bankrupt.com/misc/casb06-03011.pdf

In re Luis Gilberto Perez Batista
   Bankr. D. P.R. Case No. 06-03784
      Chapter 11 Petition filed October 6, 2006
         See http://bankrupt.com/misc/prb06-03784.pdf

In re The Edge Metal Systems Inc.
   Bankr. D. Mass. Case No. 06-42098
      Chapter 11 Petition filed October 6, 2006
         See http://bankrupt.com/misc/mab06-42098.pdf

In re Fit Family, Inc.
   Bankr. E.D. Mich. Case No. 06-54324
      Chapter 11 Petition filed October 7, 2006
         See http://bankrupt.com/misc/mieb06-54324.pdf

In re Copperfield Wellness and Weight Control
   Bankr. W.D. N.C. Case No. 06-31640
      Chapter 11 Petition filed October 9, 2006
         See http://bankrupt.com/misc/ncwb06-31640.pdf

In re Epex, Inc.
   Bankr. E.D. Va. Case No. 06-11259
      Chapter 11 Petition filed October 10, 2006
         See http://bankrupt.com/misc/vaeb06-11259.pdf

In re Justin's Music, Inc.
   Bankr. E.D. Mich. Case No. 06-54480
      Chapter 11 Petition filed October 10, 2006
         See http://bankrupt.com/misc/mieb06-54480.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q. Salta,
Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and
Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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