TCR_Public/061013.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 13, 2006, Vol. 10, No. 244

                             Headlines

ACE AVIATION: Approved Distribution Cues S&P's Negative Outlook
ADELPHIA COMMS: Files Revised Disclosure Statement Supplement
ADELPHIA COMMS: Judge Gerber OKs Stipulation with Broadcast Music
AGY HOLDING: Moody's Rates Proposed $175 Mil. Senior Notes at B2
AGY HOLDING: S&P Rates Planned $175 Mil. Sr. Secured Notes at B-

ALERIS INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
ALLEGHENY TECHNOLOGIES: Moody's Assigns Loss-Given-Default Rating
AMERICAN WAGERING: 9th Cir. Rules IPO Consultant Not an Investor
AMERICANA FOODS: Involuntary Chapter 7 Case Summary
AMKOR TECH: Form 10-Q Filing Cues Moody's to Put Positive Outlook

ASARCO LLC: Srackangast Approved as Special Environmental Auditor
ASARCO LLC: Encycle Trustee Sells Tank to Valley Solvents
BERRY PETROLEUM: Moody's Rates $200 Million Senior Notes at B3
CABLEVISION SYSTEM: Dolan Family Offers to Buy All Common Shares
CALPINE CORP: Sells Stake in Fox Energy to GE Energy for $16.3MM

CALPINE CORP: Sells Thomassen to Ansaldo Energia for $23.5 Million
CARMIKE CINEMAS: Moody's Assigns Loss-Given-Default Rating
CASABLANCA RESORTS: Moody's Assigns Loss-Given-Default Rating
CD 2006-CD3: S&P Places Low-Ratings on Six Certificate Classes
CEDAR FAIR: Moody's Assigns Loss-Given-Default Rating

CENTURY THEATRES: Moody's Assigns Loss-Given-Default Rating
CHATTEM INC: Earns $15.2 Million for Fiscal 2006 Third Quarter
CHOCTAW RESORT: Moody's Assigns Loss-Given-Default Rating
CINEMARK INC: Moody's Assigns Loss-Given-Default Rating
CNET NETWORKS: Names Neil Ashe as New Chief Executive Officer

CNET NETWORKS: Discloses Findings of Stock Options Investigation
CNET NETWORKS: Extends Consent Solicitation for 0.75% Senior Notes
COMPLETE RETREATS: Court OKs Ableco's Financing Commitment Letter
COMPLETE RETREATS: Inks $80 Million DIP Financing Pact with Ableco
COPA CASINO: Moody's Assigns Loss-Given-Default Rating

CREDIT SUISSE: Good Credit Cues S&P to Raise & Affirm Ratings
DELTA AIR: Wants Claims Settlement Procedures Established
DELTA AIR: Committee Supports Claims Settlement Procedures
DIGITAL LIGHTWAVE: Issues $269,931 Promissory Note to Optel
DILLARD'S INC: Moody's Assigns Loss-Given-Default Ratings

EDDIE BAUER: Moody's Assigns Loss-Given-Default Rating
EUGENE CAVALLO: Case Summary & 11 Largest Unsecured Creditors
FEDERAL-MOGUL: Retains All UK Administered Companies Under CVAs
FERRO CORP: Auditor Expresses Adverse Opinion on Internal Control
FESTIVAL FUN: Moody's Assigns Loss-Given-Default Rating

FINLAY FINE: Moody's Assigns Loss-Given-Default Rating
FIRST FRANKLIN: Low Credit Support Prompts S&P to Lower Ratings
FLYI INC: Judge Walrath Supplements Protocol Order
FLYI INC: Graham's Want Stay Lifted to Pursue New Jersey Suit
FOAMEX INTERNATIONAL: Foamex LP Assumes Amended Shell Contract

FOAMEX INTERNATIONAL: Lyondell Chemical Withdraws $14.8 Mil. Claim
FOOT LOCKER: Moody's Assigns Loss-Given-Default Rating
FORD MOTOR: Mulls Possible Sale of Automobile Protection Unit
FRASCELLA ENTERPRISES: Class Action Suit Stays in Bankruptcy Court
GAMESTOP CORP: Moody's Assigns Loss-Given-Default Ratings

GLOBAL POWER: Can Wind Down Heat Recovery Business Segment
GOLD KIST: Board Rejects Pilgrim Pride's Offer as Inadequate
GOLF 255: Involuntary Chapter 11 Case Summary
GSAMP TRUST: S&P Junks Rating on Class B-1 Certs. & Removes Watch
HARTCOURT COMPANIES: Restates 2005 & 2004 Financial Statements

HEALTH CARE: $5.3 Billion CNL Buy Cues Moody's to Lower Ratings
IAP WORLDWIDE: Weak Credit Metrics Prompt S&P's Negative Outlook
INEX PHARMACEUTICALS: Nears Completion of Tekmira Spin-Out
INTERSTATE BAKERIES: Can Use Estate Funds to Pay Cushman's Fees
INTERSTATE BAKERIES: Court Approves Rejection of 4 Kentucky Leases

INVERNESS MEDICAL: Reduced Leverage Cues Moody's to Lift Ratings
J. CREW: Moody's Assigns Loss-Given-Default Rating
JACUZZI BRANDS: $1.25 Bil. Apollo Merger Cues S&P's Negative Watch
JRO INC: Case Summary & 19 Largest Unsecured Creditors
KINETIC CONCEPTS: Dennert Ware to Retire as CEO

KMART CORP: Court Approves Pact Resolving Spring Park's Claim
KMART CORP: Court OKs Pact Resolving Stribling's $2,160,500 Claim
LEAP WIRELESS: Cricket Unit to Sell $750 Million Senior Notes
LESLIE'S POOLMART: Moody's Assigns Loss-Given-Default Rating
LEVITZ HOME: PBGC Takes Over Retirement Plan

LINENS 'N THINGS: Moody's Assigns Loss-Given-Default Rating
LIVE NATION: Moody's Rates Proposed $200 Million Senior Loan at B1
MAGGY'S INC: Case Summary & Three Largest Unsecured Creditors
MERRILL COMMS: S&P Rates Proposed $200 Million Term Loan at B-
MESABA AVIATION: District Court Reverses Judge Kishel's Decision

MESABA AVIATION: Judge Kishel Vacates Ruling on Union CBAs
MGM MIRAGE: Inks Fifth Amended and Restated Loan Pact with Lenders
MUSICLAND HOLDING: MacLennan Objects to Disclosure Statement
MUSICLAND HOLDING: Tells Court of 10 Rejected Executory Contracts
NATIONAL CENTURY: Two Trusts File Post-Confirmation Reports

NATIONAL CENTURY: LTC Entities Lawsuit Stayed Until October 23
NATIONAL ENERGY: ET Debtors File Quarterly Report Ending Aug. 31
NATIONAL HEALTH: Moody's Reviews Ba3 Rating and May Downgrade
NCO GROUP: Moody's Junks $365 Million Senior Subor. Notes' Rating
NCO GROUP: S&P Rates $365 Million Senior Subordinated Notes at B-

NEENAH FOUNDERY: Moody' Rates $300 Senior Secured Notes at B2
NEOPLAN USA: Court Fixes October 23 as General Claims Bar Date
NEOPLAN USA: Committee Taps Pepper Hamilton as Bankruptcy Counsel
NORTHWEST AIRLINES: Wants Stay Enforced Against RI Commission
NORTHWEST AIRLINES: Employs 13 Ordinary Course Professionals

OWENS CORNING: Fibreboard Wants Continental Settlement Pact Okayed
OWENS CORNING: Florida Revenue Dept. Wants $1.3 Mil. Claim Paid
PETCO ANIMAL: Raised Term Loan Prompts S&P to Affirm B Rating
PHOTOWORKS INC: Sells $3.1 Million of Common Stock and Warrants
PILGRIM'S PRIDE: Gold Kist Snubs Purchase Offer

PRESIDENT CASINOS: Resolves Competing Ch. 11 Reorganization Plans
PROCARE AUTOMOTIVE: Unsecured Creditors to Recover 25% Under Plan
REFCO INC: Chapter 7 Trustee Wants Rogers Funds Claims Pact Okayed
REFCO INC: Wants Solicitation & Tabulation Procedures Established
SAINT VINCENTS: Auctioning Nursing School Assets on November 9

SAINT VINCENTS: Plans Private Sale of Surplus Assets
SERACARE LIFE: Wants to Hire Mayer Hoffman as Auditors
ST. JOHN KNITS: Moody's Holds $230 Million Loan's Rating at B1
THORNBURG MORTGAGE: Stable Credit Cues S&P to Affirm Ratings
TIAA CMBS: Credit Enhancements Cue S&P to Raise & Affirm Ratings

TITAN GLOBAL: Closes $1.25 Million Financing for Titan PCB
TTM TECHONOLOGIES: Moody's Rates $240 Million Facilities at B1
VISEON INC: Virchow Krause Expresses Going Concern Doubt
WELLSFORD REAL: Buys Reis for $34.6 Million Cash
WENDY'S INT'L: Says No Violation of Indenture Has Occurred

WESTERN MEDICAL: A/R Recovery Hired as Accounts Receivable Agent
WINN-DIXIE: Unseals Substantive Consolidation Documents
WINN-DIXIE: Wants to Sell Live Oak Outparcel to Ronnie Poole
WI-TRON INC: Commences 11,000,000 Million Units Securities Offer
WR GRACE: High Court Rejects Plea to Overturn $54.5MM Cleanup Cost

WRIGHT & LATO: Case Summary & 20 Largest Unsecured Creditors
YAZAKI INT'L: S&P Whips Long-Term Credit Rating to B+ from BBB-
ZANETT INC: Inks $10 Million Credit Facility with LaSalle Bank

* Michael Lord Joins Alvarez & Marsal's Restructuring Practice
* Neil Pigott Joins Brown Rudnick as Partner in London Office

* BOOK REVIEW: The Global Bankers

                             *********

ACE AVIATION: Approved Distribution Cues S&P's Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on ACE
Aviation Holdings Inc. to negative from stable on ACE obtaining
shareholders' and court approval of a plan to distribute up to
CDN$2 billion to shareholders over time.  

The distribution will be made by way of a capital reduction by ACE
and new share issues by Aeroplan, which enjoys a stronger business
profile and more stable revenue streams, and possibly by other
subsidiaries including Jazz.  

After the distribution, ACE's shares in these two companies could
be diluted although it is expected to remain a significant
shareholder.

The 'B+' long-term corporate credit rating on ACE has been
affirmed.

Standard & Poor's has made a one-notch differential between the
ratings on ACE and Air Canada in light of the significantly lower
debt amount and large cash holdings at the company level, and the
modest diversity brought about by the dividend flows from Jazz and
Aeroplan.

"The negative outlook on ACE reflects our expectation that ACE's
business diversity could weaken and that the ratings on ACE and
Air Canada could be equalized over time," Standard & Poor's credit
analyst Greg Pau said.

Upon completion of the distribution plan, ACE's business diversity
could be adversely affected because its entitlement to dividend
streams from Aeroplan and Jazz could be reduced and its dependence
on the operating performance of Air Canada (B/Stable/--) might
increase.

"To determine the rating on ACE, Standard & Poor's will assess the
extent of dilution in ACE's shares in its subsidiaries,
particularly in Aeroplan and Jazz, the ongoing liquidity position
at the company level, and the operating performance of Air Canada,
which remains the dominant revenue generator and the core of ACE's
businesses," Mr. Pau added.

Indications of any material financial support to be provided by
ACE to Air Canada in the form of guarantees or cash downstream
could also provide grounds for immediate equalization of the
ratings.

The outlook on Air Canada remains stable based on some improvement
in operating performance in the past 12 months.  In view of the
volatility of the aviation industry, the rating on Air Canada
could only be raised if a more sustained improving trend develops
and significant deleveraging through cash injection in Air
Canada's upcoming IPO targeted before the end of 2006.

Standard & Poor's also has noted the statement of claim filed by
Air Canada Pilots Association in the Ontario Supreme Court to
thwart the distribution plan.  Should there be any material
disruption of its operations as a result of a possible escalation
of ACPA's action or strike, the ratings on Air Canada, and
possibly those on ACE, could be negatively affected.


ADELPHIA COMMS: Files Revised Disclosure Statement Supplement
-------------------------------------------------------------
Adelphia Communications Corporation filed a revised draft of the
Second Disclosure Statement Supplement to its Fourth Amended
Disclosure Statement with the United States Bankruptcy Court for
the Southern District of New York on Oct. 12, 2006.  The revised
draft of the Disclosure Statement Supplement relates to the
modified draft of Adelphia's Fifth Amended Joint Chapter 11 Plan
of Reorganization that was filed with the Bankruptcy Court on
Oct. 11, 2006.

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 today, Oct. 13, 2006.

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.  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.

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 Disclosure Statement Supplement is
available for free at http://ResearchArchives.com/t/s?135d

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: Judge Gerber OKs Stipulation with Broadcast Music
-----------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York, approved the stipulation
between Adelphia Communications Corporation and Broadcast Music,
Inc.

As reported in the Troubled Company Reporter on Sept. 27, 2006 the
Company and Broadcast Music, Inc., sought the Court's approval to
a stipulation, pursuant to which, among others, BMI withdraws its
objection, with prejudice, to the ACOM Debtors' proposed rejection
of their Cable Systems Local Origination Music License Agreement.

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).


AGY HOLDING: Moody's Rates Proposed $175 Mil. Senior Notes at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2/LGD4-54% rating to AGY
Holding Corp.'s proposed $175 million eight-year 2nd lien senior
secured 144A Notes due 2014 and affirmed its B2 corporate family
rating.  AGY's rating outlook remains stable.

These new notes will refinance the debt issued on April 7, 2006,
when AGY was acquired by Kohlberg & Co. in a transaction valued at
$271 million, excluding fees and expenses.  The acquisition was
financed with $210 million of Senior Secured Credit Facilities,
comprised of a $30 million senior secured revolving credit
facility, a $135 million senior secured 1st lien term loan and a
$45 million senior secured 2nd lien term loan, as well as cash.  

Moody's ratings for AGY's existing debt will be withdrawn at
the conclusion of this new transaction.  The new debt provides
additional flexibility by lengthening the maturity schedule with
no amortizing debt.  As part of this refinancing, AGY also plans
to arrange a privately-placed $40 million five-year 1st lien
senior secured asset-based revolver that will not be rated.

AGY's ratings reflect its substantial leverage resulting from
the purchase of virtually all outstanding equity interests by
equity sponsor, Kohlberg & Co.  The B2 corporate family rating
also considers AGY's small size, customer and application
concentration, ongoing margin compression from input cost
inflation, the speculative grade credit quality of certain of the
company's main customers, and exposure to several highly cyclical
end-use markets.

Moody's assigned a B2 rating, LGD4 Assessment, and a Loss Rate of
54% to the proposed $175 million eight-year 2nd lien senior
secured notes.  The rating is equal to the corporate family rating
level given that the 1st lien debt only accounts for 19% of total
debt, even assuming that the secured revolver is fully drawn.  All
of AGY's senior secured bank debt will be guaranteed by both of
AGY's North American subsidiaries, AGY Aiken LLC, and AGY
Huntingdon LLC, which own over 99% of the company's total assets.  
Moody's believes that, with potentially $215 million in senior
secured 1st and 2nd lien debt, tangible asset coverage of debt is
reasonable, reflected in the pari passu 2nd lien term loan and
corporate family ratings.

AGY, headquartered in Aiken, South Carolina, is a US producer of
glass fiber yarns.  Its products are used globally in a variety of
industrial, electronic, construction, and specialty applications.  
The company generated sales of $170.3 million or the LTM ending
June 30, 2006.


AGY HOLDING: S&P Rates Planned $175 Mil. Sr. Secured Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on AGY
Holding Corp. to negative from stable.  At the same time, Standard
& Poor's affirmed its 'B' corporate credit rating on AGY.

In addition, S&P assigned its 'B-' rating and a recovery rating of
'3' to the company's proposed $175 million second-lien senior
secured notes, indicating that the lenders can expect meaningful
recovery (50% to 80%) of principal in the event of a payment
default.

Proceeds from the proposed senior notes and an unrated $40 million
first-lien senior secured revolving credit facility will be used
to refinance the company's existing credit facility.

The 'B-' rating on the second-lien notes is one notch below the
corporate credit rating to reflect the notes' junior claim on
collateral, and the presence of higher priority debt in the
capital structure.

The rating is based on preliminary terms and conditions.

The outlook revision reflects S&P's expectation for a decline in
revenues and earnings from a key product-application, the up-
armoring of the military Humvee vehicle.

Demand for AGY's product used in the military Humvee is likely
to decline in the near-term following unexpected design changes to
the vehicle.  The military Humvee application constituted a
meaningful portion of AGY's earnings for the first half of 2006.
Lower than expected Humvee-related earnings in the future will
likely weaken overall operating performance somewhat and result in
very little room at the current rating for other possible
unexpected negative developments.

The company has limited ability in the near-term to entirely
offset this loss through increased earnings from existing products
or from the launch of new products.

Still, S&P expects improved market conditions in some markets such
as electronics and AGY's new product pipeline in its niche markets
to partly offset the shortfall.

The ratings reflect a vulnerable business position in a relatively
narrow segment of the glass fiber market, with concentration of
revenue and operating profits in a few customers and product-
applications, and a highly leveraged financial profile.

These risk factors are partly offset by the company's
technological capabilities in some specialized product categories,
a focus on growing the contribution from value-added products, and
good market shares in the business niches in which it competes.

Aiken, South Carolina-based AGY and its operating subsidiaries
manufacture glass yarns, which range in degree of specialization
and technological complexity.  The company's products are geared
to niche, and sometimes customized, applications in end-markets
including aerospace, defense applications, construction, and
electronics.


ALERIS INTERNATIONAL: 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 North American Metals & Mining sectors, the
rating agency confirmed its B1 Corporate Family Rating for Aleris
International, Inc., and its Ba3 rating on the company's $400
million issue of senior secured term loan.  Moody's also assigned
an LGD3 rating to those loans, suggesting noteholders will
experience a 32% loss in the event of a default.

Additionally, Moody's revised or held its probability-of-default
ratings and assigned loss-given-default ratings on Aleris
Deutschland Holding GMBH's loans obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $250 Million
   Gtd. Senior
   Secured Term Loan      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%).

Headquartered in Beachwood, Ohio, a suburb of Cleveland, Aleris
International, Inc. -- http://www.aleris.com/-- manufactures   
aluminum rolled products and extrusions, aluminum recycling and
specification alloy production.  The Company is also a recycler of
zinc and a leading U.S. manufacturer of zinc metal and value-added
zinc products that include zinc oxide and zinc dust.  The Company
operates 50 production facilities in North America, Europe, South
America and Asia, and employs approximately 8,600 employees.


ALLEGHENY 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 North American Metals & Mining sectors, the
rating agency confirmed its Ba2 Corporate Family Rating for
Allegheny Technologies Inc. and its B1 rating on the company's
$300 million issue of 8.375% senior unsecured notes due 2011.  
Moody's also assigned an LGD6 rating to those bonds, suggesting
noteholders will experience a 90% loss in the event of a default.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $150 Million
   Gtd. Debentures
   due 2025               Ba2      Ba2     LGD4       53%

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 Pittsburgh, Pennsylvania, Allegheny Technologies
Inc. is a specialty stainless steel and alloy producer.


AMERICAN WAGERING: 9th Cir. Rules IPO Consultant Not an Investor
-----------------------------------------------------------------
The United States Court of Appeals for the Ninth Circuit said last
week that Michael Racusin's claim against American Wagering, Inc.,
should not be subordinated and sent the dispute back to the lower
courts with instructions to pay Mr. Racusin what he's owed.

Mr. Racusin, d/b/a M. Racusin & Company, provided American
Wagering with prepetition consulting services.  He sued and
obtained a money judgment in a prepetition lawsuit he brought
against the debtor to recover payment for the services he rendered
nine years before the bankruptcy petition in connection with the
handling of the debtor's public offering.  Although the
consultant's contract with the debtor provided that he would be
paid for his services, in part, with shares of the debtor's stock,
the shares were never tendered to the consultant.  The value of
the shares was used in the lawsuit to calculate the damages owed
to the consultant.  

The dispute brought to the Ninth Circuit was whether Mr. Racusin
was a "creditor," rather than an "investor."  The Ninth Circuit
held the consultant's claim against the debtor will not be
subordinated as arising from the rescission of a purchase or sale
of the debtor's stock.  The Ninth Circuit's decision is published
at 2006 WL 2846373.

As reported in the Troubled Company Reporter on April 19, 2005,
the Bankruptcy Appellate Panel for the 9th Circuit Court of
Appeals ruled in favor American Wagering, Inc. regarding the
Racusin subordination matter.

On April 14, 2005, the BAP reversed a bankruptcy court order and
ruled that the debt owed to Michael Racusin dba M. Racusin & Co.
is subordinated pursuant to the provisions of Section 510(b) of
the U.S. Bankruptcy Code.  As a result, the debt to Racusin will
be paid in the form of 250,000 shares of the Company's common
stock rather than $2.8 million in cash.

Headquartered in Reno, Nevada, American Wagering, Inc. --
http://www.americanwagering.com/-- owns and operates a number of  
subsidiaries including, but not limited to, (1) Leroy's Horse and
Sports Place, which operates 47 race and sports books licensed by
the Nevada Gaming Commission, giving it the largest number of
books in the state; (2) Computerized Bookmaking Systems, the
dominant supplier of computerized sports wagering systems in the
state of Nevada; and (3) AWI Manufacturing (formerly AWI Keno) is
licensed by the Nevada Gaming Commission as a manufacturer and
distributor, and has developed a self-service race and sports
wagering kiosk.  The Company filed for chapter 11 protection on
July 25, 2003 (Bankr. D. Nev. Case No. 03-52529).  Thomas H. Fell,
Esq., at Gordon & Silver, Ltd., represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed $13,694,623 in total assets and $13,688,935 in total debts.

The Company and its wholly owned subsidiary, Leroy's Horse &
Sports Place, Inc., consummated the Restated Amended Joint
Plan of Reorganization and have formally emerged from Chapter 11
in March 2005.  AWI and Leroy's officially concluded the process
after completing all required actions and satisfying all remaining
conditions of the Plan, which was confirmed by the U.S. Bankruptcy
Court for the District of Nevada on Feb. 28, 2005.


AMERICANA FOODS: Involuntary Chapter 7 Case Summary
---------------------------------------------------
Alleged Debtor: Americana Foods Limited Partnership
                aka Americana Foods I Limited Partnership
                3333 Dan Morton Drive
                Dallas, TX 75236

Involuntary Petition Date: October 11, 2006

Case Number: 06-34387

Chapter: 7

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Petitioners' Counsel: Jason S. Brookner, Esq.
                      Andrews Kurth LLP
                      1717 Main St., Suite 3700
                      Dallas, TX 75201
                      Tel: (214) 659-4457
                      Fax: (214) 659-4829
         
Petitioners: CB Americana LLC
             c/o Integrated Brands Inc.
             4175 Veterans Memorial Highway
             Ronkonkoma, NY 11779
                                  
Amount of Claim: Unknown


AMKOR TECH: Form 10-Q Filing Cues Moody's to Put Positive Outlook
-----------------------------------------------------------------
Moody's Investors Service confirmed the corporate family and long-
term debt ratings of Amkor Technology, Inc. and assigned a
positive rating outlook.  In addition, Moody's upgraded the
company's speculative grade liquidity rating to SGL-3, reflecting
an improved liquidity situation following the company's avoidance
of covenant defaults and consent fees.  These actions conclude the
ratings review that commenced on August 15, 2006.

The ratings confirmation and positive outlook reflect Amkor's
filing of its June 2006 10-Q on October 6, 2006, which cured the
technical default under its note indentures.  In addition, the
company concluded its internal investigation involving Amkor's
historical stock option practices and restated its financial
results for years 2003, 2004, 2005, the first and second quarters
of 2005 and first quarter of 2006.  These restatements did not
impact materially the company's financial position.

Although liquidity concerns have diminished, Moody's notes that
Amkor's ratings continue to reflect the inadequate oversight,
processes and controls related to the granting of past stock
options and the resulting impact on the accuracy of the company's
financial reporting, which increases accounting risk.  While the
financial charges are not deemed material, Moody's confidence in
the company's financial reporting has weakened.  The ratings also
reflect Amkor's ongoing efforts to remediate the material
weaknesses, which are not yet complete; the impact of higher costs
associated with the remediation; additional legal and accounting
costs associated with the investigation; and the ongoing SEC
investigations.

In Moody's view, Amkor's credit fundamentals, absent the
accounting and control issues surrounding its historical stock
options practices, are more reflective of a B3 credit.  The
positive outlook reflects Moody's expectations that Amkor
will complete successfully its remediation efforts; and that
additional costs for remediation and accounting and legal services
will be offset by a reduction in operating expenses in other areas
or will be absorbed through improving performance.

However, Moody's could move the rating outlook back to stable if
further concerns regarding weaknesses in internal, disclosure and
accounting controls emerged, liquidity issues resurfaced or
if Amkor witnessed a sudden slowdown in customer demand.  
Additionally, given that the investigation found evidence of
intentional manipulation of stock option pricing linked to former
executives, we note that if the potential for legal risk increases
as a result of former management actions or adverse conclusions
from the SEC investigations, the ratings could be constrained or
possibly downgraded.

These ratings were confirmed and loss given default estimates
changed:

   * Corporate Family Rating -- Caa1

   * Probability of Default Rating -- Caa1

   * $300 million Guaranteed Senior Secured 2nd Lien Term Loan
     due 2010 - B1

   * $1,162 million Senior Unsecured Notes with various
     maturities -- Caa1

   * $22 million 10.5% Senior Subordinated Notes due 2009 -- Caa2

   * $190 million 2.5% Convertible Senior Subordinated Notes due
     2011 - Caa3

   * $142 million 5.0% Convertible Subordinated Notes due 2007 --
     Caa3

These ratings were upgraded:

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

Chandler, AZ-based Amkor Technology, Inc. is one of the largest
providers of contract semiconductor assembly and test services for
integrated semiconductor device manufacturers as well as fabless
semiconductor operators.


ASARCO LLC: Srackangast Approved as Special Environmental Auditor
-----------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi authorized ASARCO
LLC to employ Arnold Srackangast as its special purpose
environmental professional.  Mr. Srackangast will conduct the air
quality modeling audit for the El Paso smelter.

As reported in the Troubled Company Reporter on Sept. 22, 2006,
ASARCO LLC has submitted an application to the Texas Commission on
Environmental Quality for renewal of certain air quality permit
necessary for the operation of its El Paso smelter.

As required by TCEQ, ASARCO submitted an air dispersion modeling
protocol to support its permit renewal application.

However, the TCEQ has advised ASARCO that it will not consider
its review completed until a third-party contractor audits the
air modeling results.  The TCEQ believes that an independent
audit will ensure "a thorough and impartial review of the
emissions from and related to the El Paso Plant and their impacts
on surrounding areas . . ."

Pursuant to an Engagement Letter, Mr. Srackangast will:

   (a) review ASARCO's air dispersion modeling to determine
       whether it complies with TCEQ protocols; and

   (b) prepare for the TCEQ Executive Director a final report,
       which will be in a form substantially conforming with
       the TCEQ's standard modeling report and will include the
       information and conclusions as required by the standard
       modeling report.

ASARCO understands that the TCEQ staff will consider and rely on
the final report in preparing its own independent review of the
modeling.  Thus, the parties have agreed that, in performing the
air quality modeling audit, Mr. Srackangast will not act as an
advocate for ASARCO, but as an independent third-party consultant
paid for by ASARCO.

ASARCO will pay not more than $30,000 to Mr. Srackangast on a
time and material basis.

Mr. Srackangast assured the Court that he does not represent any
entity having adverse interest to ASARCO or its estate, and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                         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: Encycle Trustee Sells Tank to Valley Solvents
---------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi authorized
Michael Boudloche, the Chapter 7 Trustee for Encycle/Texas, Inc.,
to sell a 1,500-gallon stainless steel up right tank with a 30-
degree bottom to Valley Solvents & Chemicals.

As reported in the Troubled Company Reporter on Sept. 28, 2006,
the asset will be for consideration of Valley Solvents' complete
pick-up, removal, and disposal off-site of approximately 1,300
gallons of sulfuric acid at Encycle's plant.

The sale is free and clear of all liens, claims and interests.

                         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).


BERRY PETROLEUM: Moody's Rates $200 Million Senior Notes at B3
--------------------------------------------------------------
Moody's Investors Service assigned a B3 first time rating to Berry
Petroleum Company's $200 million senior subordinated notes
offering and a B1 corporate family rating.  The ratings for the
notes reflect both the overall probability of default of the
company, to which Moody's assigns a PDR of B1 and a loss given
default of LGD 5.  The rating outlook is stable.

Proceeds from the new senior subordinated notes will be used to
repay borrowings under the $500 million senior unsecured revolving
credit facility.

Berry's B1 corporate family rating reflects the company's growing
scale of its reserves and production.  While the company currently
compares favorably to some of the higher rated exploration and
production companies based on historic measures, the current
rating provides the flexibility Moody's believes Berry may need as
it embarks on an aggressive drilling program to establish a new
core base of natural gas production in the Rocky Mountain region
which is in the very early stages.

If this transition is successful, it could facilitate Berry's
transition from a predominantly crude oil producer to more of a
natural gas producer.  A higher corporate family rating would
indicate that company has already completed this transition and
has established a track record of consistent production and
reserve growth at competitive costs in its new region.  In Moody's
view this will be better known over the next year or so.

In addition, given the pace and scope of the drilling program
combined with the continuation of meaningful equity repurchases
and the payment of material common dividends, there is an
expectation that the company will likely utilize additional debt
over the next 12 to 18 months.  This will likely lead to a
continued trend of increasing leverage on the proven developed
reserves which is currently more than triple the levels of
FYE 2005 as the company has completed two large debt funded
acquisitions and may look to pursue more opportunities.  However,
Moody's believes that even if the additional leverage is fairly
significant, it can still be accommodated within the B1 rating.

The B1 rating also reflects the company's cost structure that
while currently within the peer group, it is anticipated to
increase as the company drills its natural gas inventory in the
Rockies, thus giving some rise to the drillbit finding and
development costs which may also put some pressure on the
company's leverage full cycle ratio, especially if commodity
prices are not supportive.

The B3 rating of the senior subordinated notes reflects an LGD 5
loss given default assessment as these notes are contractually
subordinated to all of the company's senior creditors which
includes the $500 million revolving credit facility that is
expected to have material borrowings over the next 12 months.

Moody's assigned these ratings to Berry Petroleum Corp. with a
stable outlook:

   * B1 corporate family rating,

   * B1 probability of default rating, LGD-4 50% loss given
     default assessment,

   * B3 for the proposed $200 million senior subordinated notes

Berry Petroleum Company, headquartered in Bakersfield, California,
is an independent energy company engaged in the exploration,
development, production, acquisition, and exploitation of crude
oil and natural gas.  The company's reserves and production are
located in California, the Rocky Mountain, and Mid-Continent
regions.


CABLEVISION SYSTEM: Dolan Family Offers to Buy All Common Shares
----------------------------------------------------------------
In a letter to the board of directors of Cablevision Systems
Corporation, Charles F. Dolan and James L. Dolan said that the
Dolan Family Group is offering to acquire, at $27 per share, all
outstanding shares of the Company's common stock.

Charles and James Dolan said that they believe their offer is fair
to and in the best interests of the Company and its public
stockholders and that the public stockholders will find their
offer attractive because:

   * The offer price represents a premium of 17% over the average
     closing price of the Company's Class A common stock for the
     past ten trading days, which follows substantial price
     appreciation in recent months.

   * The offer price represents an 11.3% premium to the 52-week
     high closing price for the Company's Class A common stock.

   * The offer price is 14.9% higher than the 2005 proposal, as
     valued by the Dolan Family Group at the time and when
     adjusted for the $10 per share special dividend paid in
     April 2006.

   * The all cash nature of the consideration provides value
     certainty.

The Dolans also said that their proposal will ensure the Company
has the flexibility to meet the challenges of intensifying
competition and the risk of new entrants in the years to come and
that for the Company to succeed a long-term, entrepreneurial
management perspective that is not constrained by the public
markets' constant focus on short-term results is required.

In addition to the substantial equity investment from the Dolan
Family Group, funds would be provided by committed debt financing
from Merrill Lynch & Co. and Bear, Stearns & Co. Inc., the Dolans
disclosed.

The Dolans further said that following the transaction they expect
the Company's senior management team would remain in place, with
Charles Dolan continuing to serve as chairman and James Dolan
continuing to serve as chief executive officer.

The family group also clarified that their interest is only in
pursuing the proposed transaction and will not sell their stake in
the Company.

The Dolan family group owns approximately 22.5% of the common
stock, representing approximately 74% of the voting power, of
Cablevision Systems Corporation.  The family group shares would
have a value of approximately $1.7 billion, based on the proposed
transaction price.  Charles Dolan and James Dolan are the
Company's chairman and chief executive officer, respectively.

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

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

                         *     *     *

As reported in the Troubled Company Reporter on Oct 11, 2006
Moody's Investors Service placed all ratings for Cablevision
Systems Corporation, CSC Holdings, Inc., a wholly owned subsidiary
of CVC, and Rainbow National Services LLC on review for downgrade
following the Dolan family's announcement of a proposal to acquire
Cablevision.  The ratings on Cablevision Systems Corporation that
are under review are: Corporate Family Rating, Placed on Review
for Possible Downgrade, currently B1; Probability of Default
Rating, Placed on Review for Possible Downgrade, currently B1; and
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Possible Downgrade, currently B3,LGD6, 93%.


CALPINE CORP: Sells Stake in Fox Energy to GE Energy for $16.3MM
----------------------------------------------------------------
Calpine Corporation disclosed, on Oct. 12, 2006, that one of its
non-debtor subsidiaries has completed the sale of its entire
leasehold interest in the 560-megawatt Fox Energy Center, located
in Kaukauna, Wisconsin, to affiliates of GE Energy Financial
Services, the plant's owner/lessor.  With this sale, Calpine
continues to advance its Chapter 11 restructuring program to
strengthen its business -- financially and operationally -- and to
position the company for future growth.

The Fox Energy Center is a natural gas-fired, combined-cycle
facility that supplies electricity to Wisconsin Public Service
Corporation under a ten-year power sales agreement.  In
consideration of the sale, Calpine receives a cash payment from GE
Energy Financial Services of approximately $16.3 million and
eliminates approximately $352.3 million of obligations under a
non-recourse sale/leaseback transaction.

"The sale of the Fox Energy Center will enhance Calpine's
liquidity and reduce project debt, allowing Calpine to further
focus its resources on our core power and trading operations,"
Robert P. May, Calpine's Chief Executive Officer, stated.  "As
part of our restructuring, Calpine continues to evaluate every
aspect of our power and contractual portfolio.  Our goal is to
determine the right asset base and market mix to achieve near-term
results while positioning Calpine for long-term growth."

Calpine operated, maintained and held a leasehold interest in the
facility through its subsidiary, CPN Fox.  Another business unit
of GE, GE Energy, has hired all of Calpine's former Fox Energy
Center personnel to continue to operate and maintain the power
plant.  The U.S. Bankruptcy Court for the Southern District of New
York and the Federal Energy Regulatory Commission have approved
the sale.

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

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


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

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

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

                    About Thomassen Turbine

Based in Rheden, The Netherlands, Thomassen Turbine Systems, B.V.
-- http://www.thomassenturbinesystems.com/-- designs,  
manufactures and services gas turbine systems and also operates
United Arab Emirates, India, and Australia, with field offices in
Australia and India.  Calpine acquired TTS in 2003.

                     About Ansaldo Energia

Based in Genova, Italy, Ansaldo Energia, S.p.A. --
http://www.ansaldoenergia.com/-- is a company in the Finmeccanica  
group and supplies gas turbines, steam turbines, generators and
global services for power generation plants.

                      About Calpine Corp.

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

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


CARMIKE CINEMAS: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the gaming, lodging and leisure sectors, the
rating agency revised its Corporate Family Rating for Carmike
Cinemas Inc. to B3 from B2.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Rev.
   Matures May 2010       B2       B1      LGD2       29%

   Sr. Sec. TL  
   Matures May 2012       B2       B1      LGD2       29%

   Delayed Draw TL
   Due May 2012           B2       B1      LGD2       29%

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 Columbus, Georgia, Carmike Cinemas Inc. --
http://www.carmike.com/-- owns, operates, and holds interests in  
theatres.  As of Dec. 31, 2005, it owned 85 theatres, leased 214
theatres, and operated 2 theatres under shared ownership with
2,475 screens located in 37 states.  Carmike Cinemas primarily
targets small to mid-size nonurban markets.


CASABLANCA RESORTS: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the gaming, lodging and leisure sectors, the
rating agency confirmed its B3 Corporate Family Rating for
CasaBlanca Resorts.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   9% Senior Secured
   Notes Due 2009         B3       B2      LGD3       43%

   12-3/4% Senior
   Subordinated
   Notes Due 2013        Caa3     Caa2     LGD5       89%

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

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

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

CasaBlanca Resorts -- http://www.casablancaresort.com/-- is  
headquartered in Mesquite, Nevada.


CD 2006-CD3: S&P Places Low-Ratings on Six Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CD 2006-CD3 Mortgage Trust's $3.58 billion commercial
mortgage pass-through certificates series CD 2006-CD3.

The preliminary ratings are based on information as of Oct. 11,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.

Classes A-1, A-2, A-3, A-AB, A-4, A-5, A-1S, AM, AJ, A-1A, XP, B,
C, D, E, and F are currently being offered publicly, and the
remaining classes will be offered privately.

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.27x, a beginning
LTV of 102.8%, and an ending LTV of 94.3%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, the real-time Web-based
source for Standard & Poor's credit ratings, research, and risk
analysis, at http://www.ratingsdirect.com/ The presale can also  
be found on Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then  
find the article under Presale Credit Reports.
    
                   Preliminary Ratings Assigned
                    CD 2006-CD3 Mortgage Trust
    
                               Preliminary    Recommended
     Class        Rating          amount     credit support
     -----        ------       -----------   --------------
     A-1          AAA          $78,000,000       30.000%
     A-2          AAA         $338,700,000       30.000%
     A-3          AAA          $97,400,000       30.000%
     A-AB         AAA          $89,230,000       30.000%
     A-4          AAA         $127,000,000       30.000%
     A-5          AAA       $1,410,219,000       30.000%
     A-1S         AAA         $204,985,000       30.000%
     A-M          AAA         $335,076,000       20.000%
     A-J          AAA         $276,438,000       11.750%
     A-1A         AAA         $204,985,000       11.750%
     XP*          AAA                  TBD          N/A
     B            AA+          $22,394,000       11.125%
     C            AA           $53,746,000        9.625%
     D            AA-          $31,351,000        8.750%
     E            A+           $22,394,000        8.125%
     F            A            $26,873,000        7.375%
     X-S*         AAA       $3,583,040,872          N/A
     G            A-           $44,788,000        6.125%
     H            BBB+         $40,309,000        5.000%
     J            BBB          $40,310,000        3.875%
     K            BBB-         $40,309,000        2.750%
     L            BB+          $13,436,000        2.375%
     M            BB            $8,958,000        2.125%
     N            BB-          $13,436,000        1.750%
     O            B+            $4,479,000        1.625%
     P            B            $13,436,000        1.250%
     Q            B-            $4,479,000        1.125%
     S            NR           $40,309,872        0.000%
   
            *Interest-only class with a notional amount.
                      TBD - To be determined.
                          NR - Not rated.
                       N/A - Not applicable.


CEDAR FAIR: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the gaming, lodging and leisure sectors, the
rating agency revised its Corporate Family Rating for Cedar Fair
LP to B1 from Ba3.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Revolver
   Matures July 2011      Ba3     Ba3      LGD3       35%

   Sr. Secured
   Term Loan
   Matures July 2012      Ba3     Ba3      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%).  

Sandusky, OH-based Cedar Fair LP -- http://www.cedarfair.com--  
and its affiliated companies engage in the ownership and operation
of amusement and water parks in the United States.


CENTURY THEATRES: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the gaming, lodging and leisure sectors, the
rating agency revised its Corporate Family Rating for Century
Theatres Inc. to B1 from Ba3.

Moody's also revised its ratings on the company's Senior Secured
Revolver Due 2012 and Senior Secured Term Loan Due 2013, from
Ba3 to Ba2.  Moody's assigned those loan obligations an LGD2
rating suggesting lenders will experience a 29% loss in the event
of default.

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

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

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

Headquartered in San Rafael, California, Century Theatres Inc.
owns and operates theaters in California, Nevada, Colorado, Iowa,
Oregon, Utah, and Washington, as well as in the Chicago and San
Francisco Bay Area markets.


CHATTEM INC: Earns $15.2 Million for Fiscal 2006 Third Quarter
--------------------------------------------------------------
Chattem, Inc., disclosed financial results for the third fiscal
quarter and nine months ended August 31, 2006.

                Third Quarter Financial Results

Total revenues for the third quarter of fiscal 2006 increased 6%
to $72 million from total revenues of $68.2 million in the prior
year quarter.  Total revenues increased 9% over the third quarter
of fiscal 2005 excluding sales of pHisoderm, which was divested in
Nov. 2005.  Revenue growth for the quarter was driven by the
continued strength of the Gold Bond(R) franchise, up 24%; the
Dexatrim(R) franchise, up 42%; the BullFrog(R) franchise, up 9%;
along with incremental sales growth from Icy Hot(R)
Pro-Therapy(TM) and Selsun(R) Salon(TM).

Net income in the third quarter of fiscal 2006 was $15.2 million,
compared to $9.4 million in the prior year quarter.  Net income in
the third quarter of fiscal 2006 included a net recovery related
to the Dexatrim litigation settlement and SFAS 123R employee stock
option expense.  Net income for the third quarter of fiscal 2005
included legal expenses related to the Dexatrim litigation
settlement and a severance charge.  As adjusted to exclude these
items, net income for the third quarter of fiscal 2006 was $8.9
million, compared to $11.3 million in the prior year quarter.

              Nine-Month Period Financial Results

For the first nine months of fiscal 2006, total revenues were
$235.4 million, compared to total revenues of $215.4 million in
the prior year period, representing a 9% increase.  Total revenues
increased 13% over the prior year period excluding sales of
pHisoderm.  Revenue growth for the first nine months of fiscal
2006 was led by the new product launches of Icy Hot Pro-Therapy
and Selsun Salon and continued growth of the Gold Bond business.
For the first nine months of fiscal 2006, the Selsun franchise
increased 11% and the Gold Bond franchise increased 16%, as
compared to the prior year period.

Net income in the first nine months of fiscal 2006 was
$40.2 million, compared to $33.6 million in the prior year period.
Net income in the first nine months of fiscal 2006 included a loss
on early extinguishment of debt, net recoveries related to the
Dexatrim litigation settlement and SFAS 123R employee stock option
expense.  Net income in the first nine months of fiscal 2005
included a loss on early extinguishment of debt, a net recovery
related to the Dexatrim litigation settlement and a severance
charge.  Excluding these items, net income in the first nine
months of fiscal 2006 was $31.6 million, compared to $34 million
in the prior year period.

                  Income Statements Highlights

Operating Metrics

   -- Gross margin for the third quarter and first nine months of
      fiscal 2006 was lower compared to the prior year quarter and
      nine month period.  The decline was largely attributable to
      the launch of Icy Hot Pro-Therapy, which has lower gross
      margins than our other products.

   -- Advertising and promotion expense increased for the third
      quarter and first nine months of fiscal 2006 compared to the
      prior year quarter and nine month period, due primarily to
      increased spending to support the Company's new product
      introductions.

   -- Selling, general and administrative expenses decreased for
      the third quarter and first nine months of fiscal 2006
      compared to the prior year quarter and nine month period
      reflecting lower restricted stock and variable compensation
      expense, offset by share-based payment expense under
      SFAS 123R.

Interest Expense

Interest expense decreased for the third quarter and first nine-
month period of fiscal 2006 as compared to the same prior year
periods as a result of the Company's retirement of the $75 million
Floating Rate Senior Notes in the first quarter of fiscal 2006.

             Share Repurchase and Capital Resources

The Company successfully completed, on July 25, 2006, a consent
solicitation from the holders of its $107.5 million 7% Senior
Subordinated Notes due 2014 to an amendment to the indenture.  
Relative to the consent solicitation, the Company's board of
directors authorized the repurchase of up to an additional
$100 million of its common stock under the terms of the Company's
existing stock repurchase program.  From June 1, 2006 to
Oct. 5, 2006, the Company repurchased 572,863 shares of its common
stock at an average cost of $31.42 per share, or $18 million in
the aggregate.  As of Oct. 5, 2006 a total of $88.1 million
remains available under the Company's board authorized stock
repurchase program.

The Company's total debt less cash as of Aug. 31, 2006 was
$134.1 million compared to $139.4 million as of Aug. 31, 2005.

                   Dexatrim Litigation Update

The Company has resolved all of the claims submitted in the
Dexatrim PPA class action settlement and all claims have been paid
by the settlement trust that was funded by its insurance carriers
and the manufacturer of Dexatrim products containing PPA.  The
Court granted, on July 14, 2006, a motion to dissolve the
settlement trust and the Company received a payment of
$10.7 million from the trust on Aug. 31, 2006.

Based in Chattanooga, Tennessee, Chattem Inc. (NASDAQ: CHTT)
-- http://www.chattem.com/-- manufactures and markets a variety  
of branded consumer products, including over-the-counter
healthcare products and toiletries and skin care products.  The
Company's products include Icy Hot(R), Gold Bond(R), Selsun
Blue(R), Garlique(R), Pamprin(R) and BullFrog(R).

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2006
Moody's Investors Service placed Chattem Inc's corporate family
rating and senior subordinated ratings of Ba3 and B1,
respectively, under review for possible downgrade prompted by the
company's announcement today that it had entered into an agreement
to acquire the U.S. rights to five leading consumer and over-the-
counter brands from Johnson & Johnson and the consumer healthcare
business of Pfizer Inc. for $410 million in cash.  The review for
downgrade reflects the potential for significantly increased
leverage and weakened debt protection measures as a result of this
likely all-debt financed acquisition.


CHOCTAW RESORT: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the gaming, lodging and leisure sectors, the
rating agency confirmed its Ba2 Corporate Family Rating for
Choctaw Resort Development Enterprise.

Moody's also revised or held its probability-of-default ratings
and assigned loss-given-default ratings on these debentures:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Term Loan              Ba2      Ba2     LGD3       44%

   7-1/4% Senior
   Notes                  Ba3      Ba2     LGD4       57%

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

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

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

Choctaw, MS-based Choctaw Resort Development Enterprise operates
the Pearl River Resort, which includes two casino hotels, a water
park, golf course, and a training program under the Mississippi
Band of Choctaw Indians.  Both casinos offer a wide assortment of
games and slots, including poker and roulette.  The resort has
partnered with a local community college to offer a two-year
degree in hotel and restaurant management.


CINEMARK INC: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the gaming, lodging and leisure sectors, the
rating agency confirmed its B1 Corporate Family Rating for
Cinemark Inc., and revised its rating on the company's
9- 3/4% Senior Discount Notes Due March 2014 to B3 from Caa1.
Moody's assigned the debentures an LGD6 rating with a projected
loss-given default of 92%.

Additionally, Moody's revised or held these ratings based on
Cinemark Inc. subsidiary Cinemark USA, Inc.'s proposed bank
financing and acquisition of Century Theatres Inc.:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   9% Sr. Sub. Notes   
   Due Feb. 2013          B3       B2      LGD5       74%

   Sr. Secured RC        Ba2      Ba2      LGD2       27%

   Sr. Secured TL        Ba2      Ba2      LGD2       27%

Further, Moody's revised these ratings for Cinemark USA, Inc.,
which ratings to be withdrawn following proposed bank financing    
and acquisition of Century Theatres Inc.:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Secured RC
   Due Sept. 2010        Ba3       Ba1     LGD2       11%

   Sr. Secured TL
   Due March 2011        Ba3       Ba1     LGD2       11%

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, Cinemark Inc. owns nearly 3,400
screens in more than 300 theaters in the US and several other
countries, mostly in Latin America.


CNET NETWORKS: Names Neil Ashe as New Chief Executive Officer
-------------------------------------------------------------
CNET Networks, Inc. disclosed that its Board of Directors has
unanimously appointed Neil Ashe as the Company's new chief
executive officer and director effective immediately.  Co-founder
and chief executive officer Shelby Bonnie has resigned as chairman
and CEO.

The Company also said that Jarl Mohn has been named non-executive
chairman of CNET Networks' Board of Directors.  Mr. Mohn has
extensive experience in the media and technology industries.

Mr. Mohn has previously served as president and chief executive
officer of Liberty Digital, Inc., founding president and CEO of E!
Entertainment Television, and executive vice president and general
manager of MTV and VH1.

"CNET Networks is known for building world class brands for people
and the things they are passionate about.  It's been an honor to
work with Shelby as we have grown the company from its technology
roots and moved into new categories like Entertainment, Food and
Parenting," said Neil Ashe.  "CNET Networks is a different kind of
media company and we are committed to continuing to be pioneers in
interactive content.  We have been and will be innovators, and
together with my colleagues worldwide, I am confident about what
we can accomplish.  Innovation is part of our DNA and will be
fundamental to our success moving forward."

Jarl Mohn, the newly appointed chairman of the Board, said, "Neil
has been instrumental in CNET Networks' growth and success over
the past few years both as head of corporate strategy and
development and through the operation of several business units.  
This announcement marks the successful completion of the Board's
succession planning started more than 18 months ago.  Neil's
broad-based expertise in all facets of the business, together with
his outstanding management and leadership skills, are valuable
assets that will serve our company well as we continue to expand
CNET Networks."

"I am confident under Neil's leadership CNET Networks will
continue to play an important role in the evolving media
landscape" said Shelby Bonnie.  "He will build upon the company's
legacy and take it to new heights."

Since joining CNET Networks in 2002, Mr. Ashe has led the
company's content expansion strategy, including numerous
acquisitions to develop its existing products and expand into new
categories which attract new audience and customer segments.  His
day-to-day responsibility for the Community and Lifestyle,
International, Channel, and Business divisions has resulted in new
product development, audience growth and revenue streams for the
company.

Prior to joining CNET Networks, Mr. Ashe founded and served as
chief executive officer of several start-up companies and held
senior positions in private equity and investment banking.  Mr.
Ashe holds an MBA from Harvard Business School and a BS from
Georgetown University.

                       About CNET Networks

CNET Networks, Inc. (Nasdaq: CNET) -- http://www.cnetnetworks.com/
-- is an interactive media company that builds brands for people
and the things they are passionate about, such as gaming, music,
entertainment, technology, business, food, and parenting.  The
Company's leading brands include CNET, GameSpot, TV.com, MP3.com,
Webshots, CHOW, ZDNet and TechRepublic. Founded in 1993, CNET
Networks has a strong presence in the US, Asia and Europe.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2006,
CNET Networks received a notice from the trustee under the
indenture governing the Company's $125 million aggregate principal
amount of 0.75% Convertible Senior Notes due 2024, stating that
the company is in default of its covenant to file its Form 10-Q
with the trustee within fifteen days after it is required to be
filed with the SEC.  

If the default is not cured within 60 days, the bonds may be
accelerated by the holders of 25% outstanding principal amount or
the trustee.  As of June 30, 2006, the Company had approximately
$143.3 million of cash and investments.


CNET NETWORKS: Discloses Findings of Stock Options Investigation
----------------------------------------------------------------
CNET Networks, Inc. said that a special committee of its Board of
Directors has reported its findings on the Company's options
granting practices and procedures to the Board of Directors.

As reported in the Troubled Company Reporter on May 24, 2006, the
Company's Board of Directors appointed a special committee of
independent directors to conduct an internal investigation
relating to past option grants, the timing of such grants and
related accounting matters.

The Special Committee consists of two independent members of CNET
Networks' audit committee of the Board of Directors - Peter Currie
and Betsey Nelson, chair of the audit committee.  The Special
Committee was assisted in the investigation by outside legal
counsel Davis Polk & Wardwell and accountants from Navigant LLC.
The Special Committee reviewed and analyzed more than 700,000
documents and emails, and conducted over thirty interviews of
current and former officers, directors, employees and advisors to
CNET Networks over the last four months.  The Company says that
the Special Committee and the Company continue to cooperate with
the Securities and Exchange Commission, the NASD and the United
States Attorney's Office for the Northern District of California.

"The completion of the Special Committee report represents an
important step forward for CNET Networks," said Neil Ashe, the
Company's newly elected chief executive officer.  "We are
committed to ensuring that the highest standards of business
conduct, financial reporting and internal controls are maintained,
and we are focused on quickly implementing the recommendations of
the Special Committee.  Under the leadership of our CFO, George
Mazzotta, we look to complete the restatement of historical
financial statements related to past stock option grants as soon
as practicable."

Key findings of the Special Committee's report include:

    * There were deficiencies with the process by which options
      were granted at CNET, including in some instances the
      backdating of option grants, during the period from the
      Company's IPO in 1996 through at least 2003.

    * These deficiencies resulted in accounting errors, which the
      Company has previously announced will result in a
      restatement.

    * A number of executives of the Company, including the former
      CFO and the recently resigned CEO, General Counsel and SVP
      of Human Resources, bear varying degrees of responsibility
      for these deficiencies.

    * The report does not conclude that any current employees of
      the Company or any recently resigned employees engaged in
      intentional wrongdoing.

    * Since 2003, the Company has taken steps to remedy these
      deficiencies through personnel changes and improved internal
      controls.  The Special Committee recommended a number of
      additional remedial measures.

    * The recently resigned executives and the directors who
      received improperly priced options have agreed voluntarily
      to have these options repriced to fair market value on the
      appropriate measurement date.

The Special Committee reported that it believes that the
Compensation Committee relied upon management to establish and
maintain appropriate procedures with respect to stock option
grants.  The report stated that it would have been better practice
if the Compensation Committee had encouraged management to adopt
more rigorous procedures and controls during the 1996-2003 period.

The Company's co-founder and the chairman of the board and chief
executive officer from 2000 to the present, Shelby Bonnie, has
resigned as chairman and CEO but will remain a director.  The
Company's general counsel and head of Human Resources have also
resigned.

With regard to Mr. Bonnie, Mr. Jarl Mohn, chairman of the Board of
Directors, commented, "We extend our appreciation to Shelby for
his founding role and many years of service, and for his
willingness to work with the Board and the Company in assisting
with this transition.  Shelby's lasting legacy will be the
innumerable positive actions he undertook to make CNET Networks
the successful industry leader it is today."

"I apologize for the option-related problems that happened under
my leadership," said Shelby Bonnie.  "I believe that the company
has come a long way since 2003 in addressing these deficiencies,
but am deeply disappointed it happened nonetheless."

The Company and its independent auditors are reviewing the
findings of the Special Committee investigation.  Management
continues to expect that CNET Networks will need to restate its
historical financial statements to record non-cash charges for
compensation expense relating to past stock option grants.  The
Company and its independent auditors are reviewing recent
accounting guidance published by the SEC, and have not yet
determined the amount of such charges, the resulting tax and
accounting impact, or which periods may require restatement.

                       About CNET Networks

CNET Networks, Inc. (Nasdaq: CNET) -- http://www.cnetnetworks.com/
-- is an interactive media company that builds brands for people
and the things they are passionate about, such as gaming, music,
entertainment, technology, business, food, and parenting.  The
Company's leading brands include CNET, GameSpot, TV.com, MP3.com,
Webshots, CHOW, ZDNet and TechRepublic. Founded in 1993, CNET
Networks has a strong presence in the US, Asia and Europe.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2006,
CNET Networks received a notice from the trustee under the
indenture governing the Company's $125 million aggregate principal
amount of 0.75% Convertible Senior Notes due 2024, stating that
the company is in default of its covenant to file its Form 10-Q
with the trustee within fifteen days after it is required to be
filed with the SEC.  

If the default is not cured within 60 days, the bonds may be
accelerated by the holders of 25% outstanding principal amount or
the trustee.  As of June 30, 2006, the Company had approximately
$143.3 million of cash and investments.


CNET NETWORKS: Extends Consent Solicitation for 0.75% Senior Notes
------------------------------------------------------------------
CNET Networks, Inc. modified and extended its solicitation of
consents for its outstanding $125.0 million principal amount of
0.75% Senior Convertible Notes due 2024.  The Company also updated
its outlook for it revenues for the third quarter of 2006 and for
the full year.

            Modified and Extended Consent Offering

The consent solicitation has been modified to offer holders a two-
year extension of the call protection period so that such period
would end on April 20, 2011 rather than April 20, 2009.  The
offer, which was scheduled to expire midnight, New York City time,
on October 11, 2006, will now expire at midnight, New York City
time, on Wednesday, October 18, 2006.  The solicitation is being
made upon the terms, and is subject to the conditions, set forth
in the Company's Consent Solicitation Statement, dated September
13, 2006, and in the accompanying form of consent, as amended by
the supplement to Consent Solicitation Statement dated October 11,
2006.  The proposed amendments and waivers require the consent of
holders of 70% of aggregate principal amount of the notes
outstanding.

Requests for additional copies of the Consent Solicitation
Statement, the Letter of Consent or other related documents should
be directed to D.F. King & Co., Inc., the information and
tabulation agent, at (800) 829-6551 (toll-free) or (212) 269-5550
(collect).  Questions regarding the consent solicitation should be
directed to the Convertibles Sales Department of Banc of America
Securities LLC, the solicitation agent, at 800-654-1666 (toll-
free) or 212-583-8206 (collect).

                     Business Outlook

In April 2006 the Company revised its outlook noting several
industry trends in the technology and video game industries.  
These factors continue to impact CNET Networks' business, and
accordingly, the Company has further revised its outlook.

    * For the third quarter of 2006, CNET Networks estimates total
      revenues were approximately $92.8 million.  Previously, the
      Company had expected total revenues of $93 million to $96
      million.

    * For the full-year 2006, CNET Networks expects total revenues
      of $376 million to $386 million. Previously, the Company had
      expected full year total revenues of $386 million to
      $403 million.

                     Form 10-Q Filing Delay

The Company will not be in a position to file its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2006 on a timely
basis, pending the completion of its financial restatements
related to its independent investigation of stock option granting
practices and of the requisite audit procedures by the Company's
independent registered public accountants.  Consequently, CNET
Networks is not in a position to provide actual results or
guidance regarding operating expense, operating income, net income
or earnings per share.

                       About CNET Networks

CNET Networks, Inc. (Nasdaq: CNET) -- http://www.cnetnetworks.com/
-- is an interactive media company that builds brands for people
and the things they are passionate about, such as gaming, music,
entertainment, technology, business, food, and parenting.  The
Company's leading brands include CNET, GameSpot, TV.com, MP3.com,
Webshots, CHOW, ZDNet and TechRepublic. Founded in 1993, CNET
Networks has a strong presence in the US, Asia and Europe.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2006,
CNET Networks received a notice from the trustee under the
indenture governing the Company's $125 million aggregate principal
amount of 0.75% Convertible Senior Notes due 2024, stating that
the company is in default of its covenant to file its Form 10-Q
with the trustee within fifteen days after it is required to be
filed with the SEC.  

If the default is not cured within 60 days, the bonds may be
accelerated by the holders of 25% outstanding principal amount or
the trustee.  As of June 30, 2006, the Company had approximately
$143.3 million of cash and investments.


COMPLETE RETREATS: Court OKs Ableco's Financing Commitment Letter
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut approved
Ableco Finance LLC's commitment letter providing Complete Retreats
LLC and its debtor-affiliates a replacement credit facility.

Accordingly, the Court authorizes, but does not direct, the
Debtors to pay Ableco:

   (a) an $800,000 commitment fee; and

   (b) an additional $100,000 deposit to cover Ableco's
       reasonable fees and expenses, including reasonable
       attorneys' fees and expenses and due diligence fees and
       expenses incurred in connection with the negotiation,
       preparation, execution and delivery of the Commitment
       Letter, the related term sheet, and any and all definitive
       documentation.

The Court also authorizes the Debtors and Ableco to amend or
modify the Commitment Letter without further Court order,
provided that any modification is non-material and are not
adverse to the Debtors and their estates.

As reported in the Troubled Company Reporter on Oct. 10, 2006, the
Court's final order on the Debtors' existing DIP Financing
Agreement with The Patriot Group, LLC, and LPP Mortgage, Ltd.,
requires the Debtors to obtain replacement DIP financing
sufficient to "take out" Patriot and LPP Mortgage by Oct. 31,
2006.  Otherwise, Patriot and LPP Mortgage will be authorized,
under certain conditions, to foreclose on the Debtors' assets.

The Debtors have solicited interest in providing a replacement
credit facility from numerous potential postpetition lenders.
The Debtors received draft commitment letters from two potential
lenders, one from Ableco Finance LLC.

The Debtors believe that the terms of the credit facility proposed
by Ableco are more favorable than the proposed credit facility of
the other potential lender.

Subsequently, the Debtors and Ableco executed a DIP Financing
Commitment Letter on Oct. 4, 2006.  The Commitment Letter
contemplates that the Debtors and Ableco will enter into a credit
facility of up to $80,000,000, comprised of a term loan of up to
$50,000,000 and a revolver of up to $30,000,000.

The Ableco Commitment Letter requires the Debtors to pay an
$800,000 non-refundable commitment fee to Ableco.  It also
requires that the Debtors pay Ableco's reasonable fees and
expenses, including its reasonable attorneys' and due diligence
fees and expenses incurred in connection with the negotiation,
preparation, execution and delivery of the Commitment Letter, the
related term sheet, and any related definitive documentation.  To
cover those fees and expenses, the Debtors would pay Ableco a
$100,000 deposit upon approval of the Commitment Letter.

Moreover, the Ableco Committee Letter requires the Debtors to
indemnify Ableco and certain related parties for any losses
arising out of the Commitment Letter or the contemplated
financing, except to the extent resulting solely from the
indemnified party's gross negligence or willful misconduct.

A full-text copy of the Ableco Commitment Letter is available for
free at http://researcharchives.com/t/s?1326  

             Terms of Ableco's Proposed DIP Financing

The proceeds of the Loans under the Ableco Facility will be used
to:

   (a) refinance the Debtors' existing secured credit facilities
       in the aggregate principal amount of up to $74,000,000;

   (b) fund working capital and general corporate expenses in the
       ordinary course of business of the Debtors, all in
       accordance with the Budget; and

   (c) pay fees and expenses related to the Financing Facility,
       in all cases subject to the Courts' approval.

The Debtors' obligations under the Ableco Facility will be
secured by first priority liens on, and security interests in,
all assets of the Debtors.  The DIP Liens will be subject to a
$1,250,000 carve-out for professional fees, and fees payable to
the U.S. Trustee and the Clerk of Court.

At the Debtors' option, the Loans will bear interest at a rate
per annum equal to either:

   (i) the rate of interest publicly announced from time to time
       by JPMorgan Chase Bank in New York -- provided that at no
       time the Reference Rate be less than 8.25 -- plus 4.75%;
       or

  (ii) LIBOR plus 7.75%.

All Loans are to be repaid in full at the earliest of:

   (i) the date which is 18 months after the date of the Final
       DIP Order;

  (ii) the date of substantial consummation of a plan of
       reorganization in the Debtors' cases, which has been
       confirmed by the Court; or

(iii) the date on which the Loan will become due and payable in
       accordance with the terms of the Loan Documents.

An Event of Default will occur if, among others:

   -- any of the Debtors' cases will be dismissed or converted to
      a Chapter 7 case;

   -- a Chapter 11 trustee or examiner with enlarged powers will
      be granted;

   -- any other superpriority administrative expense claim will
      be granted; or

   -- the Court will enter an order granting relief of the
      automatic stay to the holder of any security interest in
      any asset of the Debtors having a book value equal to or
      exceeding $250,000 in the aggregate.

No later than Jan. 1, 2007, the Debtors will be required to:

   (i) have a plan of reorganization filed which, among other
       items, provides for the repayment in full of the Financing
       Facility; or

  (ii) retain an auctioneer acceptable to the Lenders and
       commence a process of marketing for sale of the Debtors'
       real estate assets.

If a plan of reorganization is filed on or before Jan. 1, 2007,
the Debtors will be required to have that plan confirmed no
later than March 1, 2007.

The Closing Date is the date on which all definitive loan
documentation satisfactory to the Lenders is executed by the
Debtors and the Lenders, which date will not be later than
Oct. 31, 2006, on or after the date the Court has entered the
Final DIP Order.

The Ableco Facility also provides for an $800,000 non-refundable
Closing Fee.

                     About Complete Retreats

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


COMPLETE RETREATS: Inks $80 Million DIP Financing Pact with Ableco
------------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut for authority to
obtain replacement postpetition financing of up to $80,000,000,
from Ableco Finance, LLC, and certain other lenders.

The Debtors previously obtained the Court's permission to enter
into a commitment letter with Ableco, which contemplates the
parties' entry into an $80,000,000 replacement DIP facility.

The Debtors further ask the Court to grant the Lenders a super-
priority administrative claim and a security interest in and lien
on the Collateral pursuant to Section 364 of the Bankruptcy Code.

A full-text copy of the Term Sheet for the Ableco DIP Financing
Facility is available for free at:

               http://researcharchives.com/t/s?1357

                  Loan Availability and Funding

Under the DIP Financing Agreement, the Lenders will provide the
Debtors with an $80,000,000 senior secured credit facility
consisting of:

   (a) a term loan facility of up to $50,000,000, which would not
       have any scheduled amortization; and

   (b) a revolving credit facility of up to $30,000,000.

The maximum amount available under the Revolving Credit Facility
will be the lesser of:

   (a) $30,000,000;

   (b) a borrowing base equal to 65% of the appraised value of
       the Debtors' real estate as set forth in a July 2006 DIM
       Asset Management appraisal, in which Ableco, as agent, was
       granted a first-priority lien, less the sum of:

          * the amount of the outstanding term loan;

          * the amount of any mandatory prepayments made from net
            asset sale proceeds in excess of 65% but up to 90% of
            the appraised value of the real estate sold; and

          * the Reserve Amount; and

   (c) the Budget Amount.

According to Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford,
Connecticut, the proceeds of the loans under the DIP Facility
will be used to:

   -- satisfy amounts outstanding under the Debtors' existing
      secured financing arrangements in the aggregate principal
      amount of up to $74,000,000;

   -- fund working capital and general corporate expenses in the
      Debtors' ordinary course of business, all in accordance
      with the Budget; and

   -- pay fees and expenses related to the DIP Facility.

                        Security Interest

The Lenders will be granted, pursuant to Sections 364(c)(2),
364(c)(3) and (d) of the Bankruptcy Code, a first-priority,
security interest in and lien on all assets and property of the
Debtors' estates and its proceeds, subject to a $1,250,000 carve-
out amount for outstanding professional fees and disbursements
incurred by the Debtors and any official committees appointed in
the Chapter 11 cases and the payment of fees pursuant to Section
1930 of the Judiciary and Judicial Procedure Code.

All amounts owing to the Lenders under the DIP Financing
Agreement at all times will constitute allowed super-priority
administrative expense claims, pursuant to Section 364(c)(1),
subject only to the Carve-Out.

To the extent that the Debtors sell any real estate and the net
sale proceeds equal or exceed 95% of the appraised value of the
real estate being sold, Ableco will release its liens on the real
estate.  Any sale of real estate by the Debtors that generates
net sale proceeds less than 95% of the appraised value of the
real estate will require the consent of the Lenders.

                          Interest Rates

The non-default interest rate provided for under the DIP Facility
for the loans will be, at the Debtors' option, a rate per annum
equal to either:

   (a) the Reference Rate plus 4.75%; or
   (b) LIBOR plus 7.75%.

The Reference Rate is the rate of interest publicly announced
from time to time by JPMorgan Chase Bank in New York as its
reference rate, base rate, or prime rate, provided that at no
time would the Reference Rate be less than 8.25%.  The default
rate of interest will be the rate otherwise in effect plus 3%.

                        DIP Facility Fees

The Lenders will be entitled to these fees:

   (1) A $800,000 Commitment Fee, which is already approved and
       to be paid;

   (2) A $800,000 Closing Fee, which will be earned on the
       closing date and due and payable upon maturity or
       termination of the DIP Facility;

   (3) An Unused Line Fee equal to 0.5% of the unused portion of
       the Revolving Credit Facility, due and payable monthly in
       arrears;

   (4) A $50,000 Servicing Fee per quarter, due and payable on
       the closing date and quarterly in advance;

   (5) Field Examination Fees equal to $1,500 per day per
       examiner plus the actual charges paid or incurred by the
       Lenders if they elect to employ the services of one or
       more third parties to perform financial audits of the
       Debtors, appraise the Debtors' collateral, or assess the
       Debtors' business valuation;

   (6) Brokers' Fees, which the Debtors do not expect to pay; and

   (7) Out-of-Pocket Expenses incurred by the Lenders in
       connection with the Commitment Letter and the Term Sheet,
       to be paid by the Debtors.

Pursuant to an October 10, 2006 letter agreement, Ableco and the
Debtors agreed to modify the Commitment Letter to defer the
payment of the Closing Fee until the maturity of the DIP
Facility.  If the maturity date occurs more than six months after
the closing date, the Closing Fee will increase from $800,000 to
$1,200,000.

                             Maturity

The term of the DIP Facility will be through the earliest of:

   (i) the date which is 18 months after the Court approves the
       DIP Facility;

  (ii) the date of substantial consummation of a confirmed plan
       of reorganization; or

(iii) the date on which the loans become due and payable in
       accordance with the terms of the loan documents.

                        Events of Default

The DIP Financing Agreement contains certain customary events of
default that are more specific to the bankruptcy context and the
Debtors' cases.

No later than January 1, 2007, the Debtors are required to
either:

   (a) file a plan of reorganization which, among other things,
       provides for the repayment in full of the DIP Facility; or

   (b) retain an auctioneer acceptable to the Lenders and
       commence a process of marketing for sale the Debtors' real
       estate assets.

If the Debtors file a plan of reorganization on or before
January 1, 2007, the Debtors are required, no later than March 1,
2007, to either:

   (a) have a plan of reorganization confirmed which, among other
       things, provides for the repayment in full of the DIP
       Facility; or

   (b) retain an auctioneer acceptable to the Lenders and
       commence a process of marketing for sale the Debtors' real
       estate assets.

The DIP Facility will enable the Debtors to address their
liquidity challenges, allowing them to operate their business in
the ordinary course and progress toward reorganizing their
operations and debt structure, Mr. Daman says.  The DIP Facility
will also allow the Debtors to satisfy substantially all of their
existing secured debt and to operate under a single financing
arrangement, which would have significant administrative and
other benefits, Mr. Daman adds.

The Debtors ask Judge Shiff to schedule a hearing on October 25,
2006, to consider their request.

                     About Complete Retreats

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


COPA CASINO: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the gaming, lodging and leisure sectors, the
rating agency revised its Corporate Family Rating for Copa Casino
of Mississippi LLC to Caa1 from B3.

In addition, Moody's confirmed its B3 ratings on the company's
$45 Million Senior Secured Revolver and $185 Million Senior
Secured Term Loan.  Moody's assigned those debentures an LGD3
rating suggesting lenders will experience a 34% loss in the event
of default.

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

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

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

Copa Casino of Mississippi LLC is headquartered in Gulfport,
Mississippi.


CREDIT SUISSE: Good Credit Cues S&P to Raise & Affirm Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on nine
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2003-CPN1.  Concurrently, ratings are affirmed on the remaining 10
classes from the same series.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The upgrades of several senior certificates reflect the defeasance
of $158.0 million (16%) in collateral since issuance.

As of the Sept. 17, 2006, remittance report, the collateral pool
consisted of 168 loans and one REO asset with an aggregate trust
balance of $957.9 million, compared with 171 loans totaling
$1.006 billion at issuance.  The master servicer, Midland Loan
Services Inc., reported primarily full-year 2005 financial
information for 97% of the pool.

Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.50x, down from 2.20x at
issuance.  The current DSC figure excludes the loans for the
defeased collateral.

All of the loans in the pool are current with the exception of the
aforementioned REO asset (cumulative exposure of $3.4 million),
which is the only asset with the special servicer, Midland.  To
date, the trust has not experienced any losses.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $335.2 million (35%) and a weighted average
DSC of 1.43x, compared with 1.51x at issuance.  The decrease in
DSC resulted primarily from declines in net cash flow of 20% or
more since issuance for four of the top 10 loans.  Three of these
four loans are on the watchlist.

Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10 loan
exposures.

Three properties were characterized as "excellent," while the
remaining collateral was characterized as "good."

The Quail Hollow Apartments is a 120-unit REO asset in Dallas,
Texas, with an unpaid principal balance of $2.7 million and
additional advances, including interest, totaling $700,000.  The
loan was transferred to the special servicer in June 2005 after
the borrower stopped making debt service payments.

Many of the units require substantial renovations before the
property can be marketed for sale.  An appraisal from August 2005
indicates a value greater than the total exposure; however, the
appraiser did not have access to the property, and the appraisal
did not include the renovation costs.

Midland reported a watchlist of 21 loans ($150.4 million, 16%).
The East Windsor Village loan is the seventh-largest exposure
($20.3 million 2%) and is secured by a 249,029-sq.-ft. retail
property in East Windsor, New Jersey, which is currently 79%
occupied.  The loan appears on the watchlist because the property
reported a year-end 2005 DSC of 0.70x.

The 100 Middle Street loan is the eighth-largest exposure
($20.1 million, 2%) and is secured by a 187,941-sq.-ft. office
property in Portland, Maine.

The loan appears on the watchlist because the property reported a
year-end 2005 DSC of 0.72x.  The low DSC was primarily due to
increased costs associated with new tenants leasing space at the
property. Currently, the property is 100% occupied, and the loan
will be removed from the watchlist later this month.

The Harbor Key Apartments loan is the 10th-largest exposure
($18.1 million, 2%) and is secured by a 300-unit apartment
property in Miami, Florida.  The loan appears on the watchlist
because the property reported a year-end 2005 DSC of 1.08x.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.
    
                          Ratings Raised
     
                   CSFB Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2003-CPN1

                        Rating
                        ------
           Class     To      From   Credit enhancement
           -----     --      ----   ------------------
           B         AA+     AA           17.86%
           C         AA      AA-          16.81%
           D         AA-     A            13.66%
           E         A+      A-           12.61%
           F         A       BBB+         11.56%
           G         A-      BBB           9.72%
           H         BBB+    BBB-          8.67%
           J         BBB     BB+           6.57%
           K         BB+     BB            4.99%
     
                         Ratings Affirmed
     
                   CSFB Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2003-CPN1

            Class    Rating       Credit enhancement
            -----    ------       ------------------
            A-1      AAA                21.01%
            A-2      AAA                21.01%
            L        BB-                 4.20%
            M        B+                  3.41%
            N        B                   2.76%
            O        B-                  2.23%
            P        CCC                 1.31%
            A-X      AAA                  N/A
            A-SP     AAA                  N/A
            A-Y      AAA                  N/A
   
                       N/A - Not applicable.


DELTA AIR: Wants Claims Settlement Procedures Established
---------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
establish an orderly and cost-effective process for settling
disputed proofs of claim.

The Debtors expect to resolve consensually a substantial number
of disputed proofs of claim, Marshall S. Huebner, Esq., at Davis
Polk & Wardwell, in New York, relates.

Absent the proposed Claims Settlement Procedures, the Debtors
would be required to seek specific court approval by drafting and
filing individual pleadings and providing an opportunity for a
hearing.  Given the sheer number of claims filed against the
Debtors, it would be extraordinarily expensive, burdensome and
inefficient for all interested parties if the Debtors were forced
to resolve disputed proofs of claim in that manner, Mr. Huebner
contends.

According to Mr. Huebner, the Claims Settlement Procedures will
promote judicial economy by alleviating the potentially enormous
burden on the Court that could result if the Debtors were
required to file pleadings and provide opportunity for a hearing
with respect to virtually all of the hundreds or even thousands
of the expected Proof of Claim settlements.

            Proposed Claims Settlement Procedures

The Debtors propose to implement a tiered settlement process,
based on:

   (i) the Settlement Amount -- the amount of the allowed claim
       contemplated by each claim settlement; and

  (ii) the Claim Variance -- the difference between the Debtors'
       best estimate of the actual amount of the claim and the
       Settlement Amount.

For purposes of the Claims Settlement Procedures, the Debtors
defined a "Permitted Variance" as a Claim Variance that is less
than the greater of $250,000 and 10% of the Settlement Amount.

A. Tier I

The Debtors, in their sole discretion, are authorized to settle a
disputed claim without further action by the Court or notice to
any party if:

   (a) the Settlement Amount does not exceed $2,000,000; or

   (b) the Settlement Amount exceeds $2,000,000 but does not
       exceed $20,000,000, and the Claim Variance is a Permitted
       Variance.

B. Tier II

The Debtors, in their sole discretion, are authorized to settle a
disputed claim without further action by the Court if the
Settlement Amount exceeds $2,000,000 but does not exceed
$20,000,000, and the Claim Variance is greater than the Permitted
Variance provided that the Debtors:

   (a) provide notice of the terms of the settlement to the
       Official Committee of Unsecured Creditors' attorneys; and

   (b) do not actually receive a written objection on the 10th
       calendar day from the date the Debtors provided the
       written notice.

If the Debtors receive an objection from the Creditors Committee,
the parties will confer and attempt to resolve any differences.  
Failing that, the Debtors may petition the Court for approval of
the settlement.

An objection by the Creditors Committee to a given Tier II
settlement will not delay the finality or effectiveness of any
other settlement listed in the same notice of settlement to which
the Committee did not object.

C. Tier III

If the Settlement Amount exceeds $20,000,000, then the Debtors
will file a notice of settlement with the Court, and serve the
notice of settlement on the Core Parties and the relevant
settlement counterparty.

The deadline for filing an objection to the proposed settlement
will be on the 15th calendar day from the date the notice of
settlement is filed.

An Objection will be considered timely only if it is filed with
the Court and actually received by the attorneys of the Debtors
and the Creditors Committee.

If an Objection is timely filed and received, the parties will
confer and attempt to resolve any differences.  Failing that, the
Debtors may petition the Court for approval of the settlement.

The filing of an Objection with respect to a given Tier III
settlement will not delay the finality or effectiveness of any
other settlement listed in the same notice of settlement to which
an Objection has not timely been filed and served.

If the Debtors settle disputed proofs of claim relating to an
aircraft that was the subject of a leveraged lease transaction,
the Debtors will serve a notice of all Aircraft Settlements on
the prepetition owner participant, owner trustee and indenture
trustee with respect to the affected aircraft and the attorneys
for the Creditors Committee.  

The Debtors reserve the right not to disclose the specific terms
of the Aircraft Settlement, provided that they will provide the
specific terms of Aircraft Settlements in excess of $2,000,000 to
the Creditors Committee's retained professionals.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Committee Supports Claims Settlement Procedures
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Delta Air Lines,
Inc., and its debtor-affiliates supports the Debtors' request to
establish a process for settling disputed proofs of claim.

On the other hand, unless its right to notice and an opportunity
for hearing are protected, Philip Morris Capital Corporation asks
the U.S. Bankruptcy Court for the Southern District of New York to
deny the Debtors' request to establish the Claims Settlement
Procedures.

Kenneth E. Noble, Esq., at Mayer, Brown, Rowe & Maw LLP, in New
York, states that to protect Phillip Morris' rights, the Debtors
should be required to give notice to Philip Morris of the terms
of any settlement of claims involving the aircraft leveraged
lease transactions to which it, as owner participant, is a party.

Mr. Noble argues that it is insufficient to give Philip Morris a
notice of the fact that a settlement has been reached without
providing it with the terms of that settlement.

Mr. Noble relates that Philip Morris has just recently learned
that The Bank of New York, the indenture trustee in the Philip
Morris' aircraft leveraged lease transactions, has filed a proof
of claim that asserts claims related to each of the PMCC
Leveraged Leases for approximately $9,000,000 to $45,000,000 per
aircraft and that improperly include amounts that, based on the
operative documents, should be reduced based on the claims
asserted in the Debtors' Chapter 11 cases by Philip Morris in its
proof of claim.

Mr. Noble contends that if the Court approves the proposed
Settlement Procedures, the Debtors could enter into a claim
settlement with BNY that eliminates Philip Morris' valid
objections to the BNY claims, or that prejudices Philip Morris'
separate claims -- all without sufficient notice to PMCC.  That
result is contrary to law and should not be permitted, he added.

CLC Aircraft Leasing Company, Fifth Third Bank and The Fifth
Third Leasing Company, Inc., support Philip Morris' objection.

In addition, an ad hoc committee of certain senior secured
holders of certificates issued in conjunction with leveraged
lease transactions involving the 79 aircraft and related
equipment, and BNY, as pass through trustee and as indenture
trustee, maintain that the Debtors should not be permitted to
avoid disclosing aircraft settlement terms to aircraft service
parties to the extent they pertain to leveraged lease
transactions.

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


DIGITAL LIGHTWAVE: Issues $269,931 Promissory Note to Optel
-----------------------------------------------------------
Digital Lightwave Inc. issued a secured promissory note in the
principal amount of $269,931 to Optel Capital, LLC to reimburse
the draw on the letter of credit by MC Test Service, Inc. on
Oct. 4, 2006.

MC Test provides outsourced manufacturing services to the Company
pursuant to a letter of agreement.  Optel, an entity controlled by
Dr. Bryan J. Zwan, the Company's largest stockholder and chairman
of the board of directors, established a $6 million irrevocable
letter of credit on behalf of the Company and named MC Test as
beneficiary.  The Letter of Credit was renewed for $2 million and
the expiration date extended until Dec. 30, 2006.

MC Test, on Oct. 4, 2006, drew down $269,931 of the Letter of
Credit for outsourced manufacturing services provided to the
Company by MC Test.

The Company's obligation with Optel is evidenced by the secured
promissory note bears interest at 10% per annum and is secured by
a security interest in substantially all of the Company's assets.  
Principal and accrued but unpaid interest under the secured
promissory note is due and payable upon demand by Optel at any
time after Dec. 31, 2006.

The Company disclosed that it continues to have insufficient
short-term resources for the payment of its current liabilities.
As of Oct. 4, 2006, it has been unable to secure any financing
agreement or to restructure its financial obligations with Optel.

As of October 4, 2006, the Company owed Optel approximately
$54.4 million in principal plus approximately $10.2 million of
accrued interest thereon.

The Company also disclosed that approximately $64.6 million of
principal and accrued interest payable to Optel is currently due
and payable on demand.

The Company further disclosed that Optel currently is its
principal source of financing and it has not identified any other
funding source that would be prepared to provide current or future
financing.  The Company is continuing its discussions with Optel
to restructure the Short-Term Notes and the Secured Convertible
Promissory Note by extending the maturity date, and to arrange for
additional short-term working capital.  If the Company does not
reach an agreement to restructure the Short-Term Notes and the
Secured Convertible Promissory Note, and obtain additional
financing from Optel, the Company will be unable to meet its
obligations to Optel and other creditors.

A full text-copy of the Oct. 4, 2006 Secured Promissory Note
issued by Digital Lightwave to Optel, may be viewed at no charge
at http://ResearchArchives.com/t/s?1354

Based in Clearwater, Florida, Digital Lightwave Inc. designs,
develops and markets products for installing, maintaining and
monitoring fiber optic circuits and networks.  The Company's
product lines include: Network Information Computers, Network
Access Agents, Optical Test Systems, and Optical Wavelength
Managers.  The Company's wholly owned subsidiaries are Digital
Lightwave (UK) Limited, Digital Lightwave Asia Pacific Pty, Ltd.,
and Digital Lightwave Latino Americana Ltda.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2006
Digital Lightwave Inc.'s balance sheet at June 30, 2006 showed
total assets of $6,394,000 and total liabilities of $64,898,000
resulting in a total stockholders' deficit of $58,504,000.


DILLARD'S INC: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector, the rating
agency confirmed its B2 Corporate Family Rating for Dillard's 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
   ----------           -------  -------  ------   ----------
   Unsecured Notes
   Ranging From
   6.3% to 9.5%         B2       B2       LGD5     71%

   $200 million 7.5%
   Gtd. Preferred
   Beneficial Interest  
   Debentures           B3       B3       LGD6     95%

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 Little Rock, Arkansas, Dillard's, Inc., operates
approximately 330 department stores in 29 U.S. states.


EDDIE BAUER: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------
In connection with Moody's Investors Service's implementation  
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector, the rating
agency confirmed its B2 Corporate Family Rating for Eddie Bauer,
Inc. and its B2 rating on the Company's $300 million term loan.  
In addition, Moody's assigned an LGD4 rating to notes, suggesting
noteholders will experience a 55% 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 Redmond, Washington, Eddie Bauer Holdings, Inc.
-- http://www.eddiebauer.com/-- is a specialty retailer that    
sells casual sportswear and accessories for the "modern outdoor
lifestyle."  Established in 1920 in Seattle, Eddie Bauer believes
the Eddie Bauer brand is a nationally recognized brand that stands
for high quality, innovation, style, and customer service.  Eddie
Bauer products are available at approximately 375 stores
throughout the United States and Canada, through catalog sales and
online at http://www.eddiebaueroutlet.com/ The Company also    
participates in joint venture partnerships in Japan and Germany
and has licensing agreements across a variety of product
categories.  Eddie Bauer employs approximately 10,000 part-time
and full-time associates in the United States and Canada.


EUGENE CAVALLO: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Eugene N. Cavallo
        11 Clyde Court
        Bergenfield, NJ 07621

Bankruptcy Case No.: 06-19835

Chapter 11 Petition Date: October 11, 2006

Court: District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Thomas A. Blumenthal, Esq.
                  78 Mt. Vernon St.
                  Ridgefield Park, NJ 07660
                  Tel: (201) 641-7880
                  Fax: (201) 641-4310

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
John & Betty Tabano                        $549,000
297 Edwards Hill Road                Secured Value:
Oak Hill, NY 12460                         $700,000

Internal Revenue Service                   $220,000
Holtsville, NY 00501

State of New Jersey                         $60,000
Barrack Street
Trenton, NJ 08625

Capital One                                  $8,000
P.O. Box 85147
Richmond, VA 23295

Mastercard                                   $5,500
P.O. Box 66059
Dallas, TX 75266

Capital One                                  $5,200
P.O. Box 85147
Richmond, VA 23285

Staples                                      $1,700
P.O. Box 689020
Des Moines, IA 50368

Office Depot                                 $1,500
P.O. box 689020
Des Moines, IA 50368

HSBC Bank Nevada                               $974
c/o Hayt Hayt & Landau
Meridian Center One
Two Industrial Way West
Eatontown, NJ 07724

Exxon Mobile                                   $955
P.O. Box 530964
Atlanta, GA 30353

Verizon                                        $250
P.O. Box 4833
Trenton, NJ 08650


FEDERAL-MOGUL: Retains All UK Administered Companies Under CVAs
---------------------------------------------------------------
Federal-Mogul Corporation disclosed that the United Kingdom
Administrated Company Voluntary Arrangements resolution became
effective on Oct. 11, 2006.

Under the CVAs, Federal-Mogul retains all of the UK Administrated
businesses.  The UK Administrated companies include activities in
Europe, the Americas and Asia-Pacific.  This completes a
substantial portion of Federal-Mogul's global restructuring, which
began on Oct. 1, 2001, when the Company decided to separate its
asbestos liabilities from its true operating potential by
voluntarily filing for Administration proceedings in the UK and
for financial restructuring in the United States under Chapter 11
of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Aug. 22, 2006, a
Court-approved U.K. Global Settlement Agreement resolved issues
between the Debtors and the other co-plan proponents on the one
hand, and the administrators of Federal-Mogul's affiliates in the
United Kingdom, on the other hand, as to the reorganization of the
U.K. Debtors.

The cornerstone of the U.K. Global Settlement Agreement is that
the Administrators will propose company voluntary arrangements
for certain of the U.K. Debtors.

Initially, the Administrators intended to propose CVAs for the 20
principal U.K. Debtors.  However, after negotiations over the
past several months, the Administrators agreed to propose CVAs
for 51 of the U.K. Debtors, which comprise virtually all of the
U.K. Debtors that have material assets or third-party liabilities,
Scotta E. McFarland, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware, relates.

The CVAs will principally be funded by cash held by the U.K.
Debtors and cash that was transferred to the Administrators in
exchange for certain intercompany loan notes held by T&N Limited,
one of the U.K. Debtors.

Pursuant to the CVAs, the holders of most claims against the U.K.
Debtors will receive a payment under the CVAs in satisfaction of
their claims.  The Debtors believe that the CVAs becoming
effective will be the most important step in facilitating the
conclusion of the U.K. Debtors' administration proceedings.

Federal-Mogul and the Plan Co-proponents in the U.S. are working
to finalize the Amended Chapter 11 Plan of Reorganization, the
Supplemental Disclosure Statement and a Supplemental Voting and
Notice Procedures Motion that is expected to lead to emergence
from bankruptcy.

"We are pleased with the recent developments that bring the
company closer to emergence from a complex bankruptcy proceeding,"
said Federal-Mogul Chairman, President and Chief Executive Officer
Jos, Maria Alapont.  "We remain focused on our global profitable
growth strategy to provide world-class products and services with
leading technology and innovation that satisfy customer, employee
and stakeholder expectations."

                       About Federal-Mogul

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


FERRO CORP: Auditor Expresses Adverse Opinion on Internal Control
-----------------------------------------------------------------
Ferro Corporation filed its annual report for the year ended Dec.
31, 2005, with the Securities and Exchange Commission on Sept. 29,
2006.

"We are pleased to finalize our audited 2005 financial statements
and provide investors with our complete Annual Report," James
Kirsch, Ferro president and chief executive officer, said.  "This
is another significant step toward achieving a normal filing
schedule and focusing the Company on profitable growth."

The Company expects to file its 2005 reports on Form 10-Q for the
quarters ending March 31, June 30, and Sept. 30, 2005, by the end
of October.  With the completion of the 2005 financial filings,
the Company will then focus on the completion of its Form 10-Q
filings for the first three quarters of 2006, and expects to file
these reports with the SEC by the end of 2006.

                        Material Weaknesses

Auditors working for Deloitte & Touche LLP in Cleveland, Ohio,
expressed an unqualified opinion on management's assessment of the
effectiveness of the Company's internal control over financial
reporting and an adverse opinion on the effectiveness of the
Company's internal control over financial reporting because of
material weaknesses.

The Company has identified three material weaknesses in internal
control over financial reporting as of Dec. 31, 2005:

   1. inadequately trained and insufficient numbers of accounting
      personnel coupled with insufficient accounting policies and
      procedures,

   2. failure to consistently reconcile and perform timely reviews
      of accounting reconciliations, data files, and journal
      entries, and

   3. failure to properly identify and ensure receipt of
      agreements for review by accounting personnel.

                       Results of Operations

Sales from continuing operations for the year ended Dec. 31, 2005,
of $1,882.3 million were 2.1% higher than the comparable 2004
period.  Improved pricing and more favorable product mix in North
America, Asia-Pacific, and Latin America were the primary drivers
for the revenue gain.  Weakness in the market for multilayer
capacitors depressed unit demand and revenues, particularly in the
first half of 2005.  On a consolidated basis, the impact of
strengthening foreign currencies versus the U.S. dollar had only a
minimal positive impact on revenues.

For the year ended Dec. 31, 2005, the Company earned $14,786,000
on $1,882,305,000 of net sales compared with $23,220,000 of net
income on $1,843,721,000 of net sales for the year ended Dec. 31,
2004.

At Dec. 31, 2005, the Company's balance sheet showed
$1,668,544,000 in total assets, $1,179,985,000 in total
liabilities, $20,468,000 in convertible preferred stock, and
$468,091,000 in total stockholders' equity.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?1358

Headquartered in Cleveland, Ohio, Ferro Corporation (NYSE:FOE)
-- http://www.ferro.com/-- produces performance materials for    
manufacturers, including coatings and performance chemicals.  
The Company has operations in 20 countries and has approximately
6,800 employees globally.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Standard & Poor's Ratings Services' 'B+' long-term corporate
credit and 'B' senior unsecured debt ratings on Ferro Corp.
remained on CreditWatch with negative implications, where they
were placed Nov. 18, 2005.


FESTIVAL FUN: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the gaming, lodging and leisure sectors, the
rating agency confirmed its B2 Corporate Family Rating for
Festival Fun Parks, LLC.

In addition, Moody's revised its rating on the company's 10-7/8%
Senior Notes Due April 2014 to B3 from B2, and assigned those
debentures an LGD4 rating with a projected loss-given default
rating of 59%.

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

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

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


FINLAY FINE: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------
In connection with Moody's Investors Service's implementation  
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector, the rating
agency confirmed its B2 Corporate Family Rating for Finlay Fine
Jewelry Corporation and its B3 rating on the Company's $200
million 8.375% senior unsecured notes.  In addition, Moody's
assigned an LGD5 rating to notes, suggesting noteholders will
experience a 74% 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 New York City, Finlay Enterprises, Inc., is a
holding company whose primary asset is the stock of Finlay Fine
Jewelry Corporation.  Finlay Fine Jewelry operates 962 leased
jewelry departments in major retailers.


FIRST FRANKLIN: Low Credit Support Prompts S&P to Lower Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage-backed securities issued by First Franklin
Mortgage Loan Trust's series 2003-FFH1 and 2003-FFH2.

In addition, three of the lowered ratings are placed on
CreditWatch with negative implications, one remains on CreditWatch
negative, and another is removed from CreditWatch negative.
Concurrently, the rating on one other class is placed on
CreditWatch negative.  Finally, the ratings on 15 other classes
are affirmed.

The lowered ratings and CreditWatch placements are based on pool
performance that has allowed credit support to be eroded.  Monthly
losses have exceeded monthly excess interest for these
transactions in each of the past six months.

Over this period, monthly losses have averaged approximately
$748,000 for series 2003-FFH1 and approximately $997,500 for
series 2003-FFH2, while monthly excess spread has averaged
approximately $263,000 for series 2003-FFH1 and approximately
$521,000 for series 2003-FFH2.

This has allowed overcollateralization (o/c) levels to fall below
their targets.  The o/c percentage is 0.23% for series 2003-FFH1
and 0.26% for 2003-FFH2, compared with o/c targets of 0.50% for
both series.  In addition, projected losses based on the
delinquency pipeline suggest that this trend could continue.

Standard & Poor's will closely monitor the performance of the
transactions with ratings on CreditWatch.  If monthly losses
decline to a point at which they no longer outpace monthly excess
interest, and the level of o/c has not been further eroded, S&P
will affirm these ratings and remove them from CreditWatch.
Conversely, if losses continue to outpace excess interest, and
the levels of o/c continue to decline, S&P will take further
negative rating actions.

The rating on class B-1 from series 2003-FFH1 is removed from
CreditWatch because it is being lowered to 'CCC'.  According to
Standard & Poor's surveillance practices, ratings lower than
'CCC+' on classes of certificates or notes from RMBS transactions
are not eligible to be on CreditWatch.

The rating affirmations are based on credit support percentages
that are sufficient to maintain the current ratings on these
securities.  Credit support for these transactions is provided by
a combination of excess spread, o/c, and subordination.

Cumulative losses in these transactions are 1.39% of the original
pool balance for series 2003-SSH2 and 1.95% for series 2003-FFH1.
Ninety-plus-day delinquencies are 19.21% of the current pool
balance for series 2003-FFH2 and 20.82% for series 2003-FFH1.

The underlying collateral in these transactions consists of pools
of fixed- and adjustable-rate, fully amortizing and balloon
payment mortgage loans secured by first and second liens on one-
to four-family residential properties.

Almost all of these loans had original loan-to-value ratios in
excess of 90%.  These mortgages were originated or purchased by
First Franklin Financial Corp. in accordance with guidelines that
target borrowers with less-than-perfect credit histories.  The
guidelines are intended to assess both the borrower's ability to
repay the loan and the adequacy of the value of the property
securing the mortgage.

       Ratings Lowered and Placed on Creditwatch Negative

               First Franklin Mortgage Loan Trust

                                      Rating
                                      ------
            Series      Class   To              From
            ------      -----   --              ----
            2003-FFH1   M-5     BB/Watch Neg    BBB
            2003-FFH2   M-6     BB/Watch Neg    BBB-
            2003-FFH2   B       B+/Watch Neg    BB+

       Rating Lowered and Remaining on Creditwatch Negative

                First Franklin Mortgage Loan Trust

                                      Rating
                                      ------
             Series      Class   To              From
             ------      -----   --              ----
             2003-FFH1   M-6     B/Watch Neg     BB/Watch Neg

       Rating Lowered and Removed From Creditwatch Negative

                First Franklin Mortgage Loan Trust

                                        Rating
                                        ------
                  Series      Class   To    From
                  ------      -----   --    ----
                  2003-FFH1   B-1     CCC   B/Watch Neg

               Rating Placed on Creditwatch Negative

                First Franklin Mortgage Loan Trust

                                       Rating
                                       ------
             Series      Class   To              From
             ------      -----   --              ----
             2003-FFH2   M-5     BBB/Watch Neg   BBB

                         Ratings Affirmed

                First Franklin Mortgage Loan Trust

       Series         Class                         Rating
       ------         -----                         ------
       2003-FFH1      I-A-1                         AAA
       2003-FFH1      M-1                           AA
       2003-FFH1      M-2                           A
       2003-FFH1      M-3                           A-
       2003-FFH1      M-4                           BBB+
       2003-FFH2      A-1A, A-1B, A-2, A-3, A-4     AAA
       2003-FFH2      M-1A, M-1B                    AA
       2003-FFH2      M-2                           A
       2003-FFH2      M-3                           A-
       2003-FFH2      M-4                           BBB+


FLYI INC: Judge Walrath Supplements Protocol Order
--------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware rules that only Richard J. Suratt and any of
FLYi, Inc., and debtor-affiliates' officers and directors that
served on or after Nov. 7, 2005, are entitled to reimbursements of
their reasonable attorneys' fees and expenses.

As reported in the Troubled Company Reporter on Sept. 21, 2006,
the Court gave the Debtors authority to implement the
Investigation Protocol.

As reported in the Troubled Company Reporter on Aug. 25, 2006, the
Official Committee of Unsecured Creditors sought a full
investigation of potential claims of the Debtors against the
Debtors' current and former officers, directors, employees, agents
and professionals, as well as certain other third parties,
regarding the bankruptcy cases, Margaret Whiteman, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, informed
Court.

The Debtors related that they were not aware of the Committee's
actions.  The Debtors were not aware of any insider dealings with
respect to their prepetition activities, and neither the Debtors
nor their officers were subject to any securities or breach of
fiduciary duties lawsuits, Ms. Whiteman avers.

According to Ms. Whiteman, the Committee has indicated that there
are allegations that, for instance, the Debtors and their
officers may not have exercised due care in making key decisions
that led up to their Chapter 11 filing.

The Debtors disagreed with the Committee's allegations.  However,
the Debtors understand that the Committee has the right and a
fiduciary obligation to conduct an investigation of any Potential
Claims.

"What the Debtors have requested, however, is that the Committee
conduct any investigation with promptness," Ms. Whiteman says.

The Debtors wish to clear their officers and employees of any
alleged wrongdoing and believe it is appropriate to give these
parties some certainty sooner, rather than later, Ms. Whiteman
states.

As part of the Plan discussions, the Debtors and the Committee
have reached a settlement as to how the investigation and all
other issues will be handled.

The salient terms of the Investigation Protocol are:

   (a) The investigation of Causes of Action will be commenced
       promptly and the Debtors' Joint Plan of Liquidation will
       provide that Causes of Action must be filed by no later
       than Feb. 28, 2007 or they will be released under the Plan.

       The Committee or a liquidating trust may seek extension of
       the bar date for filing Causes of Action.  However, the
       Causes of Action Bar D could not be extended beyond
       May 31, 2007;

   (b) If any Causes of Action are filed, they will be limited
       to:

       (1) those Causes of Action which the investigation
           recommends be brought; and

       (2) any other Causes of Action that:

           -- after the filing of a Cause of Action are
              identified for the first time in discovery; and

           -- could not reasonably have been discovered and
              asserted during the investigation.

       Otherwise, the Plan will provide that the Debtors and
       their officers will be released and no third party will be
       entitled to seek to assert any Causes of Action on behalf
       of the Debtors' estates;

   (c) The Plan will provide the standard Delaware "Bruno's"
       exculpation for postpetition acts of the Debtors, their
       officers and the Committee members in the form described
       in the Plan, which excludes exculpation for gross
       negligence or willful misconduct;

   (d) The Debtors will reimburse reasonable attorneys' fees and
       expenses, up to $500,000, of:

       (1) the Debtors' current and former officers, directors,
           and employees incurred in connection with the
           investigation contemplated by the Protocol;

       (2) the Debtors' current directors already incurred during
           the Chapter 11 cases leading up to the Committee's
           investigatory process; and

       (3) current or former professionals of the Debtors to whom
           the Debtors and the Committee or liquidating trustee
           agree;

   (e) The parties will discuss among themselves and with the
       Office of the U.S. Trustee the continuing need for the
       existing members of the Debtors' board of directors after
       Nov. 1, 2006.  The Committee will support the extension,
       renewal, or replacement of the D&O policies, and payment of
       the required premiums, as is necessary through the
       Effective Date of the Plan; and

   (f) Anthony Schnelling of Bridge Associates will be the
       liquidating trustee.

Ms. Whiteman argued that the Protocol should be approved for four
reasons:

   1. It will provide a clear path for the Debtors and the
      Committee to complete certain key remaining aspects of the
      Debtors' bankruptcy cases;

   2. It is necessary to the administration of the Debtors'
      cases;

   3. It represents a settlement of certain key disputes between
      the Debtors and the Committee; and

   4. It involves the use of property of the Debtors' estates.

The Debtors have consented to the Committee's standing to bring
and prosecute any of the Causes of Action through the Effective
Date, Mr. Whiteman emphasizes.

                         About FLYi Inc.

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


FLYI INC: Graham's Want Stay Lifted to Pursue New Jersey Suit
-------------------------------------------------------------
Ray and Darla Graham ask the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay to allow them to
prosecute a personal injury action against FLYi, Inc., and debtor-
affiliates to final judgment.

Ms. Graham recounts that she suffered damages and injuries when
she fell while exiting a Delta Connection airplane in Atlantic
City, New Jersey, on May 25, 2004.

Mrs. Graham's fall was due to the negligence of the Debtors and
several other business entities, Daniel K. Hogan, Esq., at The
Hogan Firm, in Wilmington, Delaware, contends.

Subsequently, the Grahams filed a civil action against the
Debtors and certain entities in the Superior Court of New Jersey,
Law Division, in Atlantic County.  In July 2006, the State Court
Action was removed to the United States District Court for the
District of New Jersey.  However, the Federal Court Action was
stayed when the Debtors filed for bankruptcy.

The Grahams' right to petition for redress of their grievances
will not be adequately protected if the stay and injunction is to
remain in full force and effect because the Debtors will not be
made to answer for their negligent acts, Mr. Hogan asserts.

The plaintiffs, the defendants and their counsels, and most of
the witnesses and attorneys involved in the Federal Court Action
are residents of New Jersey, Mr. Hogan notes.  Consequently, it
would be prohibitively expensive and inconvenient for the Grahams
to attempt to bring the witnesses to Wilmington, Delaware, for
trial before the Bankruptcy Court, Mr. Hogan emphasizes.

Any recovery obtained by the Grahams against the Debtors will be
paid by insurance, Mr. Hogan assures Judge Walrath.  Thus, the
lifting of the stay and the closure of the Federal Court Action
will not impair the Debtors' estate or have an adverse effect on
creditors.

                         About FLYi Inc.

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


FOAMEX INTERNATIONAL: Foamex LP Assumes Amended Shell Contract
--------------------------------------------------------------
Foamex L.P. obtained the U.S. Bankruptcy Court for the District of
Delaware's consent to assume its amended sales contract with Shell
Chemical LP, doing business as Shell Chemical Company.

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Shell agreed to provide Foamex several weeks to pay the cure
amount totaling $8,378,169 for prepetition chemical purchases
under the original contract.

Pursuant to the amended contract, Foamex will pay the cure amount
in equal installments over eight consecutive weeks beginning on
the first Wednesday that is not less than two business days after
the Court approves this request.

Shell also agreed to file a notice with the Court withdrawing its
Claim No. 949 within 10 business days after the cure amount has
been paid in full.

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: Lyondell Chemical Withdraws $14.8 Mil. Claim
------------------------------------------------------------------
In accordance with its agreement with Foamex International Inc.
and its debtor-affiliates, Lyondell Chemical Company informs the
U.S. Bankruptcy Court for the District of Delaware that it is
withdrawing Claim No. 740 for $14,831,224.

As reported in the Troubled Company Reporter on Aug. 24, 2006,
Foamex L.P. obtained approval from the Court to assume its amended
executory contract with Lyondell Chemical Company, pursuant to
Section 365 of the Bankruptcy Code

Lyondell agreed, immediately upon the Contract's assumption, to
restore trade terms that are comparable to the original terms in
place prepetition before it exercised its contractual right to
change them to "cash-before-delivery."

In addition, Lyondell agreed to give Foamex eight weeks to pay the
$14,865,338 unpaid cure amount owed on account of Foamex's
prepetition chemical purchases.  Foamex will make eight equal
weekly payments beginning on the first Thursday that is not more
than five business days after the Court approved the assumption.

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)


FOOT LOCKER: 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 Ba1 Corporate Family Rating for Foot Locker,
Inc. and upgraded its Ba2 rating on the Company's $200 million
8.5% seniordebentures to Ba1.  In addition, Moody's assigned an
LGD4 rating to notes, 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 New York City, Foot Locker, Inc. (NYSE: FL) --
http://www.footlocker-inc.com/-- retails athletic footwear and   
apparel.  The company operates approximately 3,900 athletic retail
stores in 17 countries in North America, Europe and Australia
under the brand names Foot Locker, Footaction, Lady Foot Locker,
Kids Foot Locker, and Champs Sports.


FORD MOTOR: Mulls Possible Sale of Automobile Protection Unit
-------------------------------------------------------------
Ford Motor Company has begun the process of exploring strategic
options for its Automobile Protection Corporation, with particular
emphasis on a potential sale of the business.

"APCO is a strong company that has performed very well, achieving
growth in sales and revenue since its acquisition.  As a result of
our ongoing strategic review, we believe it is prudent now for us
to consider a sale of APCO," said Ford Motor Company Executive
Vice President and Chief Financial Officer Don Leclair.

APCO, a wholly owned subsidiary of Ford Motor Company, was
purchased by Ford in July 1999.  APCO offers vehicle service
contracts and related after-market products to dealers of all
makes and models.

The Company said there can be no assurance that the decision to
explore strategic options for APCO will result in a transaction,
the terms and conditions of which would be subject to Board
approval.

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.


FRASCELLA ENTERPRISES: Class Action Suit Stays in Bankruptcy Court
------------------------------------------------------------------
Lawrence Turner, Linda Davis and Demryi Hill, on behalf of
themselves and all others who obtained payday loans from Frascella
Enterprises, Inc., dba Cash Today, sued the debtor-lender and its
principals, David W. Frascella, Jr., and Larry D. Frascella
(Bankr. E.D. Pa. Adv. Pro. No. 06-0101).  A month before
Frascella's bankruptcy filing, the three payday loan customers
commenced a consumer class action lawsuit in the Court of Common
Pleas of Philadelphia County, complaining about usurious rates and
violations of various consumer protection laws.   

After filing for bankruptcy Frascella exercised its option to
remove the class action lawsuit removed from State Court to the
bankruptcy court.  After doing that, Frascella asked the Honorable
Diane Weiss Sigmund to dismiss the proceeding so it could be
referred to an arbitrator.  The Plaintiffs, in turn, asked Judge
Sigmund to remand to the State Court that part of the removed
Class Action that seeks relief against the Frascella Brothers.

In a decision published at 2006 WL 2636942, Judge Sigmund
concludes that she has "related to" jurisdiction over the
borrowers' state law claims against Frascella Brothers.  Judge
Sigmund says that the claims of unlawful activity by the debtor's
principals are the same claims underlying the borrowers' cause of
action against the debtor, and there's a close identity of
interests between the parties.  Moreover, the borrowers successful
prosecution of their claims against the debtor's principals would
trigger a statutory right of indemnification in the principals and
thus impact on the estate.  Accordingly, Judge Sigmund rules, the
lawsuit will stay in the bankruptcy court.  

Based in Philadelphia, Pa., Frascella Enterprises, Inc., owns a
check cashing, tax preparation, and payday loan operation.  
Frascella sought chapter 11 protection (Bankr. E.D. Pa. Case No.
06-10322) on Jan. 30, 2006, estimating assets of less than $1
million and liabilities exceeding $1 million.  Frascella is
represented by Edmond M. George, Esq., at Obermayer Rebmann
Maxwell & Hippel, LLP.


GAMESTOP CORP: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector, the rating
agency confirmed its Ba3 Corporate Family Rating for GameStop
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
   ----------           -------  -------  ------   ----------
   $300 million
   Sr. Floating
   Rate Notes           Ba3      B1       LGD4     60%

   $650 million
   12% Sr. Notes        Ba3      B1       LGD4     60%

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

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

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

Headquartered in Grapevine, Texas, GameStop Corporation is a
video game and PC entertainment software specialty retailer.  
After the merger with Electronics Boutique it will operate
approximately 3,979 stores in the U.S., Puerto Rico, Ireland,
Australia, Canada, Denmark, Germany, Guam, Italy, New Zealand,
Norway, and Sweden.


GLOBAL POWER: Can Wind Down Heat Recovery Business Segment
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Global Power Equipment Group Inc., and its debtor-affiliates to
wind down the operations of the heat recovery steam generator
business segment.

The Debtors tell the Court that they had determined to wind down
this business segment prior to filing for bankruptcy, but in the
interest of caution, they asked for approval from the Court.

The Debtors say that they lack sufficient funds to operate this
business segment, which will likely sustain substantial cash
losses in the future.  The Debtors contend that the cessation and
orderly wind down of this business is in their best interest as
well as that of their estates, creditors and parties-in-interest.

The Court also authorizes the Debtors to reject certain executory
contracts and unexpired leases in connection with the wind down.  
The Court has set 4:00 p.m. ET, on Oct. 23, 2006, as the deadline
for filing objections on the proposed rejections.  The hearing on
the proposed rejection and objections is scheduled at 10:00 a.m.
ET, on Oct. 26.

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

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


GOLD KIST: Board Rejects Pilgrim Pride's Offer as Inadequate
------------------------------------------------------------
Gold Kist Inc.'s Board of Directors has rejected as inadequate
Pilgrim's Pride Corporation's unsolicited tender offer to acquire
all outstanding shares of common stock of Gold Kist at a price of
$20.00 per share, and strongly recommends that its stockholders
not tender their shares.  

After careful consideration, the Board of Directors reached its
decision that the tender offer is not in the best interests of
stockholders.  The Board consulted with its financial and legal
advisors and its Special Committee of independent directors.  As
previously stated, the Board and the Special Committee remain
committed to the continuing enhancement and execution of the
Company's strategic business plan, as well as exploration of
potential alternatives to maximize stockholder value.

"Our Board unanimously determined that the offer is inadequate and
does not fully reflect the value of Gold Kist, including the
Company's strong market position and future growth prospects,"
said John Bekkers, Gold Kist President and CEO.  "We have
successfully positioned ourselves to take advantage of attractive
growth opportunities in key markets and are confident in our
prospects."

A.D. Frazier, Jr., Chairman of the Board of Directors and member
of the Special Committee, said, "Following a detailed and
disciplined process the Board concluded that Gold Kist and its
stockholders are poised to begin benefiting from the significant
investments made during the past few years under our current
business plan.  We are also in the process of actively exploring
strategic alternatives, which may lead to valuations greater than
the $20 per share offered by Pilgrim's.  Consequently, the Board,
with advice from its financial advisors, believes that the offer
is inconsistent with our goal of maximizing stockholder value.  We
can better serve our stockholders, customers and employees by
continuing to execute our strategic business plan and by
continuing to actively explore strategic alternatives."

In arriving at its decision, the Board of Directors and the
Special Committee considered numerous factors, including:

     -- Pilgrim's offer is inadequate, does not fully reflect the
        stand alone value of Gold Kist, including its strong
        market position and its future growth prospects, and was
        made at a time when Gold Kist's stock price was
        temporarily depressed following a recent cyclical downturn
        in the industry.

     -- the offer values Gold Kist at a price below recent trading
        levels.

     -- the Board of Directors believes the Company's strategic
        plan will yield greater stockholder value than the offer
        and that the current management and Board structure of
        Gold Kist are built upon sound corporate governance
        principles.  The Board also believes that current
        management and Board of Directors are uniquely situated to
        execute the Company's long-term plan and deliver maximum
        value to Gold Kist stockholders.

     -- The Board is committed to continuing to explore
        alternatives to maximize stockholder value.

     -- The offer is subject to numerous conditions, which result
        in significant uncertainty that the offer will be  
        consummated.

The basis for the Board's unanimous decision is described in Gold
Kist's Schedule 14D-9 filed with the Securities and Exchange
Commission.  A copy of the schedule is available for free at:

        http://researcharchives.com/t/s?135b

"The Board also believes that Pilgrim's recognizes the
attractiveness of Gold Kist's current market positioning and post-
2006 growth prospects and has opportunistically timed the offer to
acquire Gold Kist before these factors are fully reflected in Gold
Kist's stock price," said Mr. Bekkers.

The Board will continue to work with its financial advisors,
Merrill Lynch & Co. and Gleacher Partners LLC, to explore
potential alternatives to maximize stockholder value.  The Board
and management will continue to faithfully discharge their duties
to its stockholders.

In addition, Gold Kist said that it has filed a lawsuit in federal
court in the Northern District of Georgia seeking to enjoin
Pilgrim's from proceeding with its unlawful solicitation of Gold
Kist stockholders to add its own officers to the Board of
Directors of Gold Kist.  The lawsuit alleges that Pilgrim's
attempt to add nine of its own officers to the Board of Directors
of Gold Kist would, if successful, violate Section 8 of the
Clayton Act, which prohibits officers and directors of companies
of a certain size from sitting on the board of directors of a
competitor.  The lawsuit seeks to enjoin Pilgrim's efforts to
elect its nominees in violation of the Clayton Act.  The lawsuit
also alleges violations of the Securities and Exchange
Commission's proxy and tender offer rules by Pilgrim's for failing
to disclose to stockholders that the election of the Pilgrim's
nominees would violate the Clayton Act.

The Gold Kist Board believes that it is critical that its
stockholders receive full and fair disclosure about Pilgrim's
tender offer and believes that the election of its directors
should be in compliance with the law.  Gold Kist filed the lawsuit
to protect the rights of its stockholders to full and accurate
disclosure regarding Pilgrim's tender offer and to protect the
integrity of the director election process.

                     About Pilgrim's Pride

Headquartered in Pittsburg, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,   
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the United
States, Mexico and in Puerto Rico.  Pilgrim's Pride employs
approximately 40,000 people and has major operations in Texas,
Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina,
Pennsylvania, Tennessee, Virginia, West Virginia, Mexico and
Puerto Rico, with other facilities in Arizona, Florida, Iowa,
Mississippi and Utah.

                         About Gold Kist

Based in Atlanta, Georgia, Gold Kist Incorporated (NASDAQ: GKIS)
-- http://www.goldkist.com/-- operates a fully integrated chicken   
production, processing and marketing business.  Gold Kist's
production operations include nine divisions located in Alabama,
Florida, Georgia, North Carolina and South Carolina.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Moody's Investors Service reported it placed the B3 senior
unsecured rating as well as the B1 corporate family rating for
Gold Kist, Inc. under review for possible upgrade.  Moody's also
affirmed the company's SGL-2 speculative grade liquidity rating.
The action followed the Company's disclosure that Pilgrim's Pride
Corporation intends to commence a cash tender offer to purchase
all of its outstanding shares as well as offer to acquire Gold
Kist's $130 million in 10.25% senior notes.


GOLF 255: Involuntary Chapter 11 Case Summary
---------------------------------------------
Alleged Debtor: Golf 255, Inc.
                200 Arlington Drive
                Granite City, IL 62040

Case Number: 06-31728

Involuntary Petition Date: October 12, 2006

Chapter: 11

Court: Southern District of Illinois (East St. Louis)

Petitioners' Counsel: Laura K. Grandy, Esq.
                      Mathis Marifian Richter and Grandy Ltd.
                      P.O. Box 307
                      Belleville, IL 62222-0307
                      Tel: (618) 234-9800
         
   Petitioners                   Nature of Claim    Claim Amount
   -----------                   ---------------    ------------
Michael Kielty                   Unsecured               $28,000
201 North Kingshighway
St. Charles, MO 63301

M. Thompson Company, P.C.        Unsecured               $18,575
9A Professional Park Drive
Maryville, IL 62062

Supreme Turf Product, Inc.       Unsecured               $10,349
David J. Shields
#5 Cassens Court
Fenton, MO 63026

TNT Golf Cart & Equipment        Unsecured                $6,462
Company
Terry Traeder
235 North 4th Street
Quincy, IL 62301


GSAMP TRUST: S&P Junks Rating on Class B-1 Certs. & Removes Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of mortgage pass-through certificates from GSAMP Trust
2004-SEA2.

Concurrently, the rating on class M-5 remains on CreditWatch
negative, the rating on class M-4 is placed on CreditWatch
negative, and the rating on class B-1 is removed from CreditWatch
negative.  Additionally, six ratings are affirmed.

The rating on class B-1 is removed from CreditWatch because it is
being lowered to 'CCC'.  According to Standard & Poor's
surveillance practices, ratings lower than 'CCC+' on classes of
certificates or notes from RMBS transactions are not eligible to
be on CreditWatch.

The lowered ratings and CreditWatch placements reflect excessive
realized losses that have completely eroded overcollateralization.
In addition, there have been significant write-downs to the B-2
certificate.

As of the September 2006 distribution date, approximately 68% of
the B-2 certificate ($4,211,564) has been written down.  
Currently, the B-2 certificate has an outstanding balance of
$1,995,436.

During the previous six remittance periods, monthly realized
losses have outpaced excess interest by approximately $880,000.
Severely delinquent loans (90-plus days, foreclosure, and REO)
represent 19.06% of the current pool balance, and cumulative
realized losses represent 3.57% of the original pool balance.

Standard & Poor's will continue to monitor the performance of this
transaction.  If delinquencies continue to translate into realized
losses and principal write-downs continue to occur, S&P will take
additional negative rating actions.

Conversely, if realized losses subside and no longer outpace
monthly excess interest, and the level of overcollateralization
rebuilds toward its target balance, S&P will affirm the ratings
and remove them from CreditWatch.

Credit support for this transaction is provided through a
combination of excess spread, overcollateralization, and
subordination.  The underlying collateral consists of subprime,
conventional, fixed-rate mortgage loans secured by first and
second liens on one- to four-family residential properties.
     
            Rating Lowered and Off Creditwatch Negative
    
                       GSAMP Trust 2004-SEA2

                                 Rating
                                 ------
                    Class   To             From
                    -----   --             ----
                    B-1     CCC            B/Watch Neg
    
             Rating Lowered and Remains on Creditwatch
     
                       GSAMP Trust 2004-SEA2

                                 Rating
                                 ------
                    Class   To             From
                    -----   --             ----
                    M-5     BB/Watch Neg   BBB/Watch Neg
    
             Rating Lowered and Placed on Creditwatch
     
                       GSAMP Trust 2004-SEA2

                                 Rating
                                 ------
                    Class   To             From
                    -----   --             ----
                    M-4     BBB/Watch Neg  A
   
                         Ratings Affirmed
   
                       GSAMP Trust 2004-SEA2

                   Class                  Rating
                   -----                  ------
                   A-1, A-2A, A-2B, M-1   AAA
                   M-2                    AA+
                   M-3                    AA


HARTCOURT COMPANIES: Restates 2005 & 2004 Financial Statements
--------------------------------------------------------------
The Hartcourt Companies, Inc., delivered its amended financial
statements on Form 10-KSB/A for the fiscal year ended Dec. 31,
2004, and for the five-month transition period ended May 31, 2005,
to the Securities and Exchange Commission on Oct. 10, 2006.

The amended annual reports restate the Company's financial
statements, revised its Management's Discussion of Financial
Condition and Results of Operations, and revised its disclosure
regarding its internal controls.

Following the issuance of the Company's financial statements for
the year ended Dec. 31, 2003, the Company determined that a
transaction and presentation in the financial statements had not
been accounted for properly in the Company's financial statements.

During the year ended Dec. 31, 2003, the Company, via its
subsidiaries, acquired four Chinese companies located and operated
in China.

The Company has restated its financial statements based on the
appraisal of the fair value of the four companies at the each
acquisition date.

The changes caused adjustments to the financial statements for the
year ended Dec. 31, 2004, and May 31, 2005.

                        Restated Financials

For the full year ended Dec. 31, 2004, the Company reported a
$13.3 million net loss on $74.5 million of net revenues, compared
to a $585,377 net loss on $51.3 million of net revenues in 2003.

For the five-month transition period ended May 31, 2005, the
Company earned $123,082 on $19.6 million of net revenues, compared
to $546,248 of net income on $29.1 million of net revenues in
2004.

Full-text copies of the company's restated financial statements
are available for free at:

Year Ended Dec. 31, 2004    http://researcharchives.com/t/s?1352

Five-Month Transition
Period ended May 31, 2005   http://researcharchives.com/t/s?1351

                        Going Concern Doubt

Kabani & Company, Inc., expressed substantial doubt about The
Hartcourt Companies, Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the
transition period ended May 31, 2005.  The auditing firm pointed
to the company's accumulated deficit of $64,874,414 and negative
cash flow from operations amounting $1,256,734 at May 31, 2005.

The Hartcourt Companies, Inc., is a business development and
investment holding company specializing in the Chinese Information
Technology market.


HEALTH CARE: $5.3 Billion CNL Buy Cues Moody's to Lower Ratings
---------------------------------------------------------------
Moody's Investors Service concluded its review of Health Care
Property Investors' rating, and lowered the REIT's senior
unsecured debt rating to Baa3, from Baa2.  This rating action
follows the REIT's acquisition of CNL Retirement Properties, Inc.,
another health care REIT, for $5.3 billion including the
assumption of approximately $1.7 billion of secured debt.

These ratings were lowered:

Health Care Property Investors -- Senior unsecured debt to Baa3,
from Baa2; senior unsecured debt shelf to (P)Baa3, from (P)Baa2;
preferred stock to Ba1, from Baa3; preferred stock shelf to
(P)Ba1, from (P)Baa3.

Health Care Property Investors owns a diverse, relatively balanced
portfolio of assisted living facilities, independent living
facilities, continuing care retirement communities, skilled
nursing facilities, medical office buildings and acute care
hospitals.  CNL Retirement Properties focuses on assisted living
facilities, most of which are high-end and relatively new
properties, and medical office buildings. Although Moody's notes
that the acquisition of CNL Retirement Properties has positive
attributes such as solidifying Health Care Property's leadership
among health care REITs, providing it with a larger platform for
growth, enhancing its size and scope, increasing its presence in
the private pay senior housing and medical office building
sectors, and improving HCP's overall asset quality, these benefits
are counterbalanced by a number of negative factors.

HCP will experience a marked deterioration in several key credit
metrics that could last several years, including lower fixed
charge coverage, an increase in secured debt, elevated joint
venture activity and increased tenant concentration.  Moody's
views positively HCP's reduced exposure to the still-struggling
Tenet Healthcare, which will only represent 6.4% of annual revenue
pro forma versus 12% at 2Q06.

In addition, CNL Retirement Properties has weak property level
coverages on its assets, which operate below 1x EBITDAR coverage.
Absorbing such a large acquisition could prove challenging for
HCP, although the REIT has made significant strides towards a
smooth integration.

Upward ratings movement would result from fixed charge coverage
above 2.5x on a sustainable basis, a reduction in secured debt
to less than 10% of gross assets, and a reduction in operator
concentration with the top two tenants comprising less than 20% of
revenues.  A downgrade to Ba1 would result from a sustained fixed
charge coverage below 1.5x, secured debt in the mid-20% range, and
a substantial deterioration in operating performance.

The last rating action for Health Care Property Investors took
place on August 3, 2006, when Moody's continued its review for
downgrade.

Health Care Property Investors, Inc., headquartered in Long Beach,
California, USA, is a healthcare REIT with investments in
independent living, assisted living and continuing care retirement
communities, medical office buildings and other healthcare-related
real estate.  As of June 30, 2006, it had assets of $3.9 billion
and equity of $1.4 billion, prior to its acquisition of CNL
Retirement Properties, Inc., a REIT based in Orlando, Florida,
USA.


IAP WORLDWIDE: Weak Credit Metrics Prompt S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Cape
Canaveral, Florida-based IAP Worldwide Services Inc. to negative
from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including its 'B' corporate credit rating.  The company
has total balance sheet debt of over $500 million.

"The outlook revision reflects IAP's weakened credit metrics due
to continuing delayed government appropriations and lower-than-
expected disaster relief demand," Standard & Poor's credit analyst
Dan Picciotto said.

The credit measures, which are currently stretched for the rating,
are likely to be challenged in light of these factors.  Still, a
rising backlog and recently signed Defense Appropriations Act
suggest that operations could recover in 2007.

The company could be downgraded if profitability deteriorates
during a business slowdown, if any other initiatives damage the
financial profile, or if liquidity markedly deteriorates.  The
outlook could be revised to stable if new contract wins result in
credit metrics improvement in line with prior expectations.  
Standard & Poor's expects the company to focus on organic growth.  
Significant acquisitions are not factored in the rating.


INEX PHARMACEUTICALS: Nears Completion of Tekmira Spin-Out
----------------------------------------------------------
Inex Pharmaceuticals Corporation is working to close the spin-out
of Tekmira Pharmaceuticals Corporation by the end of October 2006.

On Sept. 20, 2006 shareholders of INEX voted 99.3% in favour of
spinning out all of the company's technology, products, cash and
partnerships into Tekmira.

Closing of the Tekmira spin-out is now subject to certain court
approvals, including transferring an ongoing legal dispute between
INEX and Protiva Biotherapeutics, Inc. from INEX to Tekmira.  The
dispute with Protiva relates to rights of certain drug delivery
technology for the delivery of small interfering RNA, a new class
of oligonucleotide drugs.  As part of contractual agreements that
created Protiva in 2001, INEX retained all rights to the delivery
of small molecules and oligonucleotides, including siRNA.

                         Protiva Lawsuit

INEX has filed a motion in the Superior Court of California to
dismiss a lawsuit initiated by Protiva on the grounds that
California is an inappropriate venue to settle a dispute between
two British Columbia based companies and that the law suit filed
in California is nearly identical to claims filed in British
Columbia Supreme Court.  The California hearing is scheduled to
take place October 20, 2006.

INEX also has a scheduled hearing in British Columbia Supreme
Court on October 23, 2006.  At this hearing INEX will request a
court order to transfer the ongoing legal dispute with Protiva
from INEX to Tekmira and approve the Plan of Arrangement to
transfer all of the Company's assets to Tekmira.

Timothy M. Ruane, President and Chief Executive Officer of INEX,
said INEX remains confident in its legal and contractual positions
versus Protiva and will work through the necessary court
procedures to close Tekmira.  "We believe that the spin-out of
Tekmira is in the best interests of all of our stakeholders and we
are working to close the transaction as quickly as possible."

The completion of the spin-out of Tekmira will allow INEX, having
no pharmaceutical assets, to complete a financing with an investor
group led by Sheldon Reid, a co-founder of Energy Capitol
Resources Ltd.  The Investor Group will invest up to $5.6 million
in INEX by way of convertible debentures.  Upon conversion of the
debenture following the completion of the reorganization, the
Investor Group will hold 100% of non-voting shares in INEX and 80%
of the total number of shares outstanding.  Therefore, current
INEX common shareholders will own 20% of the equity of INEX and
100% of the Tekmira shares.

The Investor Group plans to raise additional capital and acquire a
new business for INEX.  The money received by INEX as part of the
corporate reorganization will be paid to the previous holders of
INEX's convertible debt as per the note purchase and settlement
agreement announced June 20, 2006.

                       About INEX Pharma

Based in Vancouver, Canada, Inex Pharmaceuticals Corporation
(NASDAQ: HNAB) (TSX: IEX) -- http://www.inexpharma.com/-- is a    
biopharmaceutical company developing and commercializing
proprietary drugs and drug delivery systems to improve the
treatment of cancer.

                         *     *     *

At June 30, 2006, the Company's balance sheet showed a
stockholders' deficit of CDN$3,878,468, compared with a deficit of
CDN$21,478,441 at Dec. 31, 2005.


INTERSTATE BAKERIES: Can Use Estate Funds to Pay Cushman's Fees
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Interstate Bakeries Corporation and its debtor-
affiliates to utilize estate funds to:

   -- pay for Cushman & Wakefield Inc.'s fees and expenses; and

   -- reimburse UMB Bank for its reasonable out-of- pocket
      expenses for acting as intermediary for the Prospective
      Lenders.

As reported in the Troubled Company Reporter on Sept. 29, 2006,
the Debtors have begun the process of evaluating potential
exit-financing alternatives.

To assist in the process of valuing its assets for use as
collateral, various prospective lenders seek more detailed
information in the form of appraisals conducted in accordance
with the Federal Institutions Reform, Recovery and Enforcement
Act of 1989.  FIRREA requires that the appraiser be engaged
directly by a financial institution.

To maintain confidentiality and a competitive atmosphere among
the Prospective Lenders, UMB Bank, N.A., has agreed to engage
C&W, on behalf of the Prospective Lenders, to provide appraisal
services with regard to various of the Debtors' properties to
provide the Prospective Lenders with information necessary to
evaluate exit financing options.

The Debtors believed that C&W and its designated subsidiaries are
highly skilled and well qualified to assist the Prospective
Lenders based on their understanding of the real estate market.  
The Debtors asserted that C&W's services will help maximize the
value of their estates.

C&W will provide UMB Bank and, through UMB Bank, the Prospective
Lenders:

   (a) physical inspection and valuation of 51 bakery properties
       and other properties owned by Interstate Bakeries
       Corporation, including retail outlets for baked goods,
       light manufacturing facilities, office buildings, garages
       and other properties; and

   (b) furnish the Debtors a separate appraisal report for each
       of the 148 properties.

C&W will charge $629,000 for the services it is contemplated to
perform, plus normal and customary travel expenses.  C&W will
require an initial 50% retainer with the second 50% payment due
upon submission of the draft reports.

David F. McArdle, senior director at C&W, assured the Court that
his firm does not have any connection with the Debtors or their
creditors, and does not hold or represent an interest adverse to
the Debtors' estate.  Thus, C&W is deemed a disinterested person
under Section 101(14) of the Bankruptcy Code.

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


INTERSTATE BAKERIES: Court Approves Rejection of 4 Kentucky Leases
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Interstate Bakeries Corporation and its debtor-
affiliates to reject four unexpired non-residential real property
leases located in Kentucky:

                                                     Rejection
   Landlord                 Location                   Date
   --------                 --------                 ---------
   David Powers             Lexington, Kentucky      09/30/2006
   Luann Investment, Inc.   Nicholasville, Kentucky  09/30/2006
   Coyne Operated, Inc.     West Bath, Kentucky      09/07/2006
   National TV & Appliance  Beckley, Kentucky        10/07/2006

As reported in the Troubled Company Reporter on Sept. 29, 2006,
the Debtors seek that any personal property, including furniture,
fixtures and equipment, remaining in each of the Premises after
the effective rejection date will be deemed abandoned.  The
Landlord will be entitled to remove or dispose of the property at
its sole discretion.

The Debtors asserted that the Leases are financially burdensome
and unnecessary to their ongoing operations and business.  The
Leases were also not a source of potential value for the Debtors'
future operations, creditors and interest holders.

By rejecting each Lease, the Debtors asserted that they will avoid
incurring unnecessary administrative charges for rent and other
charges and repair and restoration of each of the Premises that
will provide them with no tangible benefit.

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 Aug. 15, 2014, on Aug. 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: Reduced Leverage Cues Moody's to Lift Ratings
----------------------------------------------------------------
Moody's Investors Service upgraded Inverness Medical Innovations,
Inc.'s corporate family rating to B2 from B3.  Additionally,
Moody's upgraded the company's Probability of Default rating to B2
from B3, the rating on its senior subordinated notes to Caa1 from
Caa2, and revised the rating outlook to stable from negative.

Upgrades:

Issuer: Inverness Medical Innovations, Inc.

   * Corporate Family Rating, Upgraded to B2 from B3
   * Senior Subordinated Regular Bond, Upgraded to Caa1 from Caa2

Outlook Actions:

Issuer: Inverness Medical Innovations, Inc.

   * Outlook, Changed To Stable From Negative

The rating upgrades primarily reflect Inverness' reduced leveraged
and Moody's view that the company's financial performance will
likely improve over the rating horizon.

Moody's notes that Inverness has accessed the equity markets
successfully and has used net proceeds, in part, to reduce debt
and improve liquidity.  Inverness' liquidity currently appears
solid -- though such liquidity could be fleeting given the
company's penchant for acquisitions.  Moody's expect Inverness
will fund working capital and capital expenditures through
operating cash flow and note that the company could divest its
Nutritionals business in the event of constrained liquidity.
Subsequent to the company's August 2006 issuance of common stock
via a private placement, Moody's believes that Inverness reduced
its revolver balances.  Moody's believe Inverness has substantial
revolver availability of approximately $110 million.

Moody's believe that margins and cash flow generation will
continue to improve, particularly as the company shifts production
to its new, low-cost ABON production facility.  Moody's expects
that gross margins could improve to over 44% by the end of 2008,
which is in line with the mid-forties gross margin that Moody's
had anticipated when we first rated the company in January 2004,
and an improvement over the levels that we had expected when we
downgraded the corporate family rating to B3 in July 2005.

The ongoing Securities and Exchange Commission investigation
in connection with revenue recognition issues at one of the
company's subsidiaries negatively affects the rating.  While
Moody's does not believe that the investigation will have a
material impact on Inverness, the uncertainty as to timing and the
SEC's ultimate conclusion weighs on credit risk.  Moody's takes
comfort that the company's independent auditors have opined that
the restated financials present fairly, in all material respects,
Inverness' consolidated financial position as of December 31,
2005, 2004 and 2003 and the results of operations for each of
those years then ended.

Improved operating margins above 10%, coupled with operating cash
flow-to-debt and free cash flow-to-debt metrics above 15% and 10%,
respectively, could trigger a rating upgrade.  Additionally, an
improvement in interest coverage above 2 times, in conjunction
with the aforementioned margin and cash flow metric improvements
would further support upward rating pressure.  A finalized joint
venture agreement with Procter & Gamble could also cause Moody's
to upgrade the ratings.

Moody's could downgrade the B2 corporate family rating if it
becomes apparent that margin improvement, and consequently cash
flow improvement, will be materially below our expectations.  More
specifically, Moody's could downgrade the rating if interest
coverage falls below 1.5x and operating cash flow to total debt
dips below 10% for an extended period.

Inverness Medical Innovations, Inc., headquartered in Waltham,
Massachusetts, is a manufacturer and distributor of diagnostic
products for the OTC women's health market and the professional
diagnostic rapid test market.  The company also manufactures and
distributes branded and private label products in the vitamins and
nutritional supplements market.  For the twelve months ended June
30, 2006, the company reported sales of approximately
$495 million.


J. CREW: 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 J. Crew
Operating Corporation and its Ba3 rating on the Company's
$250 million term loan.  In addition, Moody's assigned an LGD4
rating to notes, suggesting noteholders will experience a 58% 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%).

J. Crew Group is a nationally recognized retailer of men's and
women's apparel, shoes and accessories.  The Company operates 164
retail stores, the J. Crew catalog business, jcrew.com, and 44
factory outlet stores.


JACUZZI BRANDS: $1.25 Bil. Apollo Merger Cues S&P's Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on Jacuzzi Brands Inc. on
CreditWatch with negative implications.  

The rating action followed Jacuzzi's announcement that it signed a
definitive merger agreement with to be acquired by Apollo
Management L.P.  The transaction will be financed through a
combination of debt and equity valued at $1.25 billion.  
Furthermore, Apollo plans to transfer Jacuzzi's plumbing segment
to Rexnord Corp. (B/Stable/--), an Apollo portfolio company.

"We view this transaction as a negative for credit quality,"
Standard & Poor's credit analyst John Kennedy said.  "Acquisitions
by privately equity firms, such as Apollo, usually lead to an
increase in debt leverage at the acquired company and could lead
us to lower the ratings."

Jacuzzi had total debt, including capitalized operating leases, of
$432 million at June 30, 2006, with total debt to last-12-month
EBITDA of 3.2x.

"We also view negatively Apollo's intent to separate the bath and
spa business from the plumbing business, as this would reduce
Jacuzzi's business diversity and increase its business risk," Mr.
Kennedy said.

Standard & Poor's expects to resolve the CreditWatch after more
details are disclosed regarding the transaction's financing
structure as well as the ultimate corporate structure.  The
transaction is subject to some closing conditions, including
approval from shareholders and certain regulators.


JRO INC: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------
Debtor: JRO, Inc.
        dba Mision Rogelio Restaurant
        dba J. Rogelio Ortiz
        dba Rogelio's
        2180 Golden Centre Lane, Suite 10
        Goldriver, CA 95670

Bankruptcy Case No.: 06-24097

Debtor-affiliate filing separate chapter 11 petition:

      Entity                    Case No.
      ------                    --------
      Rogelio J. Ortiz          06-23960

Type of Business: The Debtor operates the Mision Rogelio
                  Restaurants in the general Sacramento area.
                  It serves Mexican and seafood cuisines.
                  See http://www.misionrogelio.com/

                  Rogelio J. Ortiz is the Debtor's president.

Chapter 11 Petition Date: October 11, 2006

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Christopher Roman Rector, Esq.
                  Rector & Tosney, LLP
                  25 Cadillac Drive, Suite 200
                  Sacramento, CA 95825
                  Tel: (916) 979-6100

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
SBA                                Bank Loan             $199,388
P.O. Box 1289
New York, NY 10274

A. Ibarria                         Personal Loan         $114,765
866 Ebmarcadero Drive
West Sacramento, CA 95605

Mexifoods                          Supplier               $97,360
866 Ebmarcadero Drive
West Sacramento, CA 95605

Northern California                Legal Fees             $80,000
Collection Ag.
700 Leisure Lane
Sacramento, CA 95815

Doug Pechstein                     Personal Loan          $60,000
[no address provided]
Tel: (916) 698-1316

Rewards Network                    Bank Loan              $53,562

Amador Bustos                      Bank Loan              $50,000

Bank of America                    Bank Loan              $50,000

State Labor Commission             Wage Audit             $47,000

The Dipenbrock Law Firm            Legal Fees             $40,000


State Board of Equalization        Sales Tax              $25,000

Wells Fargo Bank                   Bank Loan              $25,000

Tom Znider                         Personal Loan          $25,000

Porter Scott Law Firm              Legal Settlement       $21,000

John Rueda Law Firm                Legal Fees             $15,000

GT Produce                         Supplier               $14,852

Folsom Lease                       Bank Loan              $13,100

Southern Wine & Spirits            Supplier                $8,788

Del Castillo Foods Inc.            Supplier                $7,457


KINETIC CONCEPTS: Dennert Ware to Retire as CEO
-----------------------------------------------
Kinetic Concepts, Inc., disclosed that Dennert O. Ware has
formally announced his intention to retire as chief executive
officer.

Mr. Ware will remain as chief executive officer until a successor
is appointed by the Board and he committed to ensure a successful
transition.

The Company also disclosed that, since Mr. Ware joined the Company
in 2000, he and his team have organically grown the Company into a
billion dollar company.  Under his leadership, the company has
experienced a compounded annual revenue growth rate of 25%,
surpassing $1 billion in total revenue during 2005.  During his
tenure, Mr. Ware has stimulated, created and built a global
business based on the company's V.A.C.(R) technology.  He
developed the plan to build the infrastructure needed to support
the V.A.C., including investment in a highly trained sales force
and clinical research, the development of a core competency in
homecare billing and claims processing, and the fostering of key
relationships with hospitals, physicians, nurses and third-party
payers.  At the same time, Mr. Ware has strengthened the Company's
dedication to patient care through the development of innovative
programs designed to educate physicians and nurses serving
patients in hospitals, extended care facilities and at home.

Ronald W. Dollens, chairman, on behalf of the Board of Directors,
stated, "Denny is a remarkable CEO and leader.  His force of will
and his complete dedication to improving patient outcomes through
the use of innovative products has been the cornerstone of this
outstanding company's growth over the last six years.  While we
regret Denny's decision to retire, we understand his desire to do
so.  The Board of Directors has been engaged in a search for a
successor and we will make a formal announcement when a
replacement is hired.  As we enter into a new phase of leadership,
the company remains well positioned with the flagship V.A.C.
Therapy continuing as the only negative pressure wound therapy
system clinically proven to help promote healing of serious,
complex wounds.  This reputation for innovation and the ability to
create and build a market will aid KCI as we look to develop and
acquire other effective products in related areas."

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.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 21, 2006,
Moody's Investors Services upgraded its corporate family rating on
Kinetic Concepts, Inc.'s from Ba3 to Ba2.  The Company's ratings
on its guaranteed senior secured revolving credit facility, due
2009, and guaranteed senior secured term loan B, due 2010, were
upgraded to Ba2 from Ba3.  Moody's rating on the Company's
guaranteed unsecured subordinated notes, due 2013, was upgraded to
B1 from B2.


KMART CORP: Court Approves Pact Resolving Spring Park's Claim
-------------------------------------------------------------
GMAC Commercial Mortgage Corp. transferred its lease rejection
claim against Kmart Corporation to Spring Park Plaza Associates,
L.P.

Spring Park is landlord under a lease of property described as
Store. No. 7311/Real Estate Holding 6495 located at Denham
Springs, in Louisiana.

Kmart objected to the Claim.  Subsequently, Kmart and Spring Park
resolved the objection.

Accordingly, the U.S. Bankruptcy Court for the Northern District
of Illinois signed an agreed order between the parties
stipulating that:

    * Spring Park will have an Allowed Class 5 Lease Rejection
      Claim for $226,935, which will be satisfied in accordance
      with the terms of Kmart's confirmed Plan of Reorganization;

    * the first distribution on account of the Allowed Claim will
      be made at the next distribution date set by the Plan;

    * upon satisfaction of the obligations, Spring Park's claim
      against, or arising out of, Store No. 7311 will be deemed
      satisfied in their eternity; and

    * Spring Park and its assigns are forever barred from
      asserting, collecting, or seeking to collect any other
      claims or amounts with respect to the Lease relating to
      Store No. 7311.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 117; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or  
215/945-7000)


KMART CORP: Court OKs Pact Resolving Stribling's $2,160,500 Claim
-----------------------------------------------------------------
On May 26, 1999, Debra Stribling obtained a civil judgment in the
Superior Court of the State of California for the County of Los
Angeles against Kmart Corporation for $2,160,500.

Kmart appealed, for which Liberty Mutual Insurance Company posted
an appeal bond.

In July 2002, Ms. Stribling filed Claim No. 31821 asserting a
general unsecured claim for $5,386,037 arising out of the State
Court Judgment.

Accordingly, in a stipulation approved by the the U.S. Bankruptcy
Court for the Northern District of Illinois, Ms. Stribling and
Kmart agree that:

    * the Claim is allowed for $2,892,288, which Kmart will pay in
      cash and in full to Ms. Stribling no later than October 11,
      2006;

    * the $2,892,288 Settlement Amount is in full satisfaction of
      the State Court Judgment and the Claim, including any
      asserted interest due on the State Court Judgment;

    * Ms. Stribling will dismiss the State Court Action with
      prejudice immediately after payment of the Settlement
      Amount;

    * the parties exchange mutual releases; and

    * Ms. Stribling discharges any company that is part of the
      Liberty Mutual Group for which surety business is
      underwritten by Liberty Bond Service, from any claims or
      interests Ms. Stribling may have against any Liberty Entity.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 117; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or  
215/945-7000)


LEAP WIRELESS: Cricket Unit to Sell $750 Million Senior Notes
-------------------------------------------------------------
Cricket Communications Inc., as subsidiary of Leap Wireless
International Inc., reported that its intends to sell, subject to
market and other conditions, a total of $750 million of unsecured
senior notes due 2014 through a private placement to qualified
institutional buyers pursuant to Rule 144A and Regulation S under
the Securities Act of 1933.  The notes will bear interest at a
rate to be determined at pricing and will be guaranteed on a
senior unsecured basis by Leap Wireless International, Inc.,
and by each of Leap's and Cricket's existing and future domestic
subsidiaries that guarantees indebtedness of Leap, Cricket or
any subsidiary guarantor.

Net proceeds from the offering, together with cash received from
physical settlement of our forward sale agreements, will be used
to repay outstanding indebtedness under Cricket's bridge loan
facility and for general corporate purposes.  The indebtedness
under Cricket's bridge loan facility will be incurred to pay the
final balance we owe to the Federal Communications Commission, or
the FCC, for the licenses for which our wholly owned subsidiary
was the winning bidder in the FCC's Auction #66, to make
investments in Denali Spectrum License, LLC to permit it to pay
the final balance it owes to the FCC for the license for which it
was the winning bidder in the FCC's Auction #66, and to finance
build-out and initial operating costs with respect to such
licenses.

The senior notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933 and outside the United States pursuant to Regulation S
under the Securities Act.  The senior notes will not be registered
under the Securities Act and may not be offered or sold in the
United States without registration or an applicable exemption from
the registration requirements.

                      About Leap Wireless

Based in San Diego, California, Leap Wireless International, Inc.,
(NASDAQ:LEAP) -- http://www.leapwireless.com/-- is a customer-
focused company providing innovative mobile wireless services
targeted to meet the needs of customers under-served
by traditional communications companies.  With the value of
unlimited wireless services as the foundation of its business,
Leap pioneered both the Cricket(R) and Jump(TM) Mobile services.  
Through a variety of low, flat rate, service plans, Cricket
service offers customers a choice of unlimited anytime local voice
minutes, unlimited anytime domestic long distance voice minutes,
unlimited text, instant and picture messaging and additional
value-added services over a high-quality, all-digital CDMA
network.  Designed for the urban youth market, Jump Mobile is a
unique prepaid wireless service that offers customers free
unlimited incoming calls from anywhere with outgoing calls at an
affordable 10 cents per minute and free incoming and outgoing text
messaging.  Both Cricket and Jump Mobile services are offered
without long-term commitments or credit checks.

                         *     *     *

As reported in the Troubled Company Reporter on May 3, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior secured debt ratings on San Diego, California-
based wireless carrier Leap Wireless International Inc., and
removed them from CreditWatch.  The outlook is stable.  Total debt
as of Dec. 31, 2005, was $594 million.


LESLIE'S POOLMART: 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 Leslie's
Poolmart Inc. and downgraded its B2 rating on the Company's
$170 million senior notes to B3.  In addition, Moody's assigned an
LGD4 rating to notes, suggesting noteholders will experience a 63%
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%).

Founded in 1963, Leslie's Poolmart, Inc., is the country's leading
specialty retailer of swimming pool supplies and related products.
The Company markets its products through 470 retail stores in 36
states; a nationwide mail-order catalog; and an internet E-
commerce site http://www.lesliespool.com/


LEVITZ HOME: PBGC Takes Over Retirement Plan
--------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for the Levitz Furniture Corp. Employees'
Retirement Plan sponsored by bankrupt furniture retailer Levitz
Home Furnishing Inc., Woodbury, N.Y.  The plan covers over 1,600
participants and has been frozen since 1996.

The PBGC stepped in because the pension plan faced abandonment
after Levitz, in liquidation, sold substantially all of its assets
to Prentice Capital Management LP in a transaction that did not
include the pension plan.  Retirees will continue to receive their
monthly benefit checks without interruption, and other workers
will receive their pensions when they are eligible to retire.

The Levitz Furniture Corp. Employees' Retirement Plan is 70
percent funded, with $55.5 million in assets to cover $79 million
in promised benefits, according to PBGC estimates.  The agency
expects to be liable for the entire $23.5 million shortfall.
Assumption of the plan will have no material effect on the PBGC's
balance sheet.  The pension plan terminated as of Dec. 16, 2005,
and PBGC became trustee on Oct. 2, 2006.

Under federal pension law, the maximum guaranteed pension at age
65 for participants in plans that terminated in 2005 is $45,613
per year.  The maximum guaranteed amount is lower for those who
retire earlier or elect survivor benefits.  In addition, certain
early retirement subsidies and benefit increases made within the
past five years may not be fully guaranteed.

Levitz retirees who draw a benefit from the PBGC may be eligible
for the federal Health Coverage Tax Credit.

Within the next several weeks, the PBGC will send trusteeship
notification letters to all plan participants.  Workers and
retirees with questions may consult the PBGC Web site,
http://www.pbgc.govor call toll-free at 1-800-400-7242.  TTY/TDD  
users should call the federal relay service by dialing 1-800-877-
8339 and asking for 800-400-7242.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 30,000 private sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- retails furniture in the United  
States with 121 locations in major metropolitan areas principally
the Northeast and on the West Coast of the United States.  The
Company and its 12 affiliates filed for chapter 11 protection on
Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case No. 05-45189).  David G.
Heiman, Esq., and Richard Engman, Esq., at Jones Day, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they reported
$245 million in assets and $456 million in debts.  Jay R. Indyke,
Esq., at Kronish Lieb Weiner & Hellman LLP represents the Official
Committee of Unsecured Creditors.  Levitz sold substantially all
of its assets to Prentice Capital on Dec. 19, 2005.  (Levitz
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


LINENS 'N THINGS: 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 B3 Corporate Family Rating for Linens 'n
Things, Inc. and its B3 rating on the Company's $650 million
floating rate senior secured notes.  In addition, Moody's assigned
an LGD4 rating to notes, suggesting noteholders will experience a
56% 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 Clifton, New Jersey, Linens 'n Things --
http://www.lnt.com/-- is a national retailer of home textiles,  
housewares and home accessories.  The Company operates 555 stores
in 47 states and six provinces across the United States and
Canada.


LIVE NATION: Moody's Rates Proposed $200 Million Senior Loan at B1
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Live Nation
Worldwide Inc.'s proposed $200 million senior secured credit
facility and affirmed the company's existing ratings.  Proceeds
from the transaction will be used to finance the acquisition of
House of Blues and other previously announced acquisitions.

The B1 corporate family rating reflects the financial risk posed
by the inherent volatility of live entertainment, the company's
low EBITDA margin of approximately 4.5% and high adjusted debt to
EBITDA leverage of 4.7x.

Live Nation's rating is supported by its leading market position
in the live entertainment industry, significant geographic
diversification and the strong ties the company has with first-
tier concert and theater performers and their producers.

Live Nation Worldwide, Inc.

Ratings affirmed:

   * Corporate family rating B1;
   * Probability-of-default rating B1
   * $285 million Senior Secured Revolver B1
   * $325 million Term Loan B1
   * SGL-3 speculative grade liquidity

Ratings assigned:

   * $200 million Term Loan B1

The rating outlook is stable.

Live Nation Worldwide, Inc., headquartered in Beverly Hills,
California, owns, operates andr exclusively books live
entertainment venues, including amphitheaters in the U.S.
and Europe.


MAGGY'S INC: Case Summary & Three Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Maggy's Inc.
        16800 South Chandler, Suite 101
        East Lansing, MI 48823

Bankruptcy Case No.: 06-05070

Chapter 11 Petition Date: October 12, 2006

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Daniel L. Kraft, Esq.
                  The Kraft Law Firm, PLLC
                  320 West Ottawa Street
                  Lansing, MI 48933
                  Tel: (517) 485-8885

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Internal Revenue Service           Taxes               $1,000,000
678 Front Street, Suite 200
STOP 93
Grand Rapids, MI 49504

State of Michigan                  Taxes                 $100,000
Department of Treas
Collection Division
P.O. Box 30199
Lansing, MI 48909-7699

Lansing State Journal              Advertising               $250
120 East Lenawee
Lansing, MI 48933


MERRILL COMMS: S&P Rates Proposed $200 Million Term Loan at B-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' bank loan
rating and recovery rating of '5' to Merrill Communications LLC's
proposed $200 million second-lien term loan facility, reflecting
the expectation of a negligible (0-25%) recovery of principal in
the event of a payment default.

Concurrently, Standard & Poor's raised its recovery rating to '2'
from '3' and affirmed its 'B+' bank loan rating on Merrill
Communication's senior secured first-lien credit facility.

At the same time, Standard & Poor's revised its outlook on parent
Merrill Corp. to negative from stable and affirmed its 'B+'
corporate credit rating.  The outlook revision reflects a more
aggressive financial policy, which has resulted in increased debt
leverage.

Proceeds of this debt issuance are to be used to redeem all
outstanding shares of preferred equity and to finance a one-time
special dividend.  In order to complete the issuance of the
second-lien term loan, Merrill will amend the financial covenants
included in the first-lien credit facility.  As of July 31, 2006,
total lease adjusted debt pro forma for the transaction was
$691.9 million.

Prior to the recent debt issuance, Merrill had maintained moderate
leverage as measured by total lease adjusted debt to EBITDA.  "As
a result of the financing for Merrill's acquisition of WordWave in
January 2006 and the second-lien term loan issuance, however, pro
forma leverage for the transaction has meaningfully increased,"
Standard & Poor's credit analyst Guido DeAscanis said.  

With the recent acquisitions of WordWave and the remaining 51% of
Quebecor Merrill Canada, management has indicated its intent to
continue to diversify the business through acquisitions.  S&P
expect future acquisitions to be of moderate size.


MESABA AVIATION: District Court Reverses Judge Kishel's Decision
----------------------------------------------------------------
The Honorable Michael J. Davis of the U.S. District Court for the
District of Minnesota reverses the decision of the Honorable
Gregory F. Kishel of the U.S. Bankruptcy Court for the District of
Minnesota with respect to two issues:

    (a) Mesaba Aviation, Inc.'s refusal to negotiate "snap-back"
        provisions; and

    (b) The Debtor's failure to demonstrate that its proposals
        fairly and equitably spread the burden of reorganization
        among all relevant affected parties, particularly MAIR
        Holdings, Inc.

The District Court affirms the remainder of the Bankruptcy
Court's decisions that were appealed by each of the Air Line
Pilots Association, International, the Association of Flight
Attendants CWA, AFL-CIO, and the Aircraft Mechanics Fraternal
Association.

The Unions had asked the District Court to review whether the
Bankruptcy Court erred:

   (a) in its February 10, 2006, Order;

   (b) in concluding that the Debtor has met the procedural and
       substantive requirements of Section 1113; and

   (c) in its July 14, 2006, on-the-record decision by declining
       to make detailed factual findings related to the Debtor's
       compliance with the meeting and other procedural
       requirements of Section 1113.

The matter is remanded to the Bankruptcy Court for further
proceedings.

                  Debtors Demonstrated Bad Faith

As previously reported, the Unions claimed that Mesaba failed to
confer in good faith by refusing to bargain over "snap-back"
provisions.

A "snap-back" provision is a labor negotiation term used to
describe a provision that "would provide for an automatic
restoration of pre-Section 1113 [of the Bankruptcy Code] wage or
benefit provisions if the Debtor's operations returned to a state
of solvency sufficient to fund them, or for a reopening of
negotiations on these terms upon a designated level of
improvement in the Debtor's financial condition."

The Unions contended that when they made snap-back proposals,
even if the Debtor did not have an obligation to propose or
accept them, the Debtor had an obligation to negotiate over them
to satisfy the good faith requirement in Section 1113.

The Bankruptcy Court held that the Debtor did not have an
obligation to include snap-back provisions in its Section 1113
Proposals.  The Bankruptcy Court concluded that the Debtor's
Original Section 1113 Proposals met the necessity requirement
although they did not include a snap-back provision because
inclusion of snap-backs would be "futile" and would hinder
reorganization.

According to Judge Davis, a debtor is not always required to
include a snap-back provision.  However, in order to meet the
requirement of good faith bargaining under Section 1113, a debtor
must at least consider the possibility of including a snap-back
provision in its proposals.

Judge Davis notes that the Debtor has pointed to no admissible
evidence in the record to support the Bankruptcy Court's
conclusion that inclusion of snap-backs would be futile and would
hinder the Debtor's reorganization.  Mesaba has not shown any
evidence that snap-backs would be so detrimental to its
reorganization that its complete failure to consider them was
justified, he adds.

For these reasons, the District Court concludes that the Debtor
demonstrated bad faith by wholly refusing to negotiate regarding
snap-backs.

Judge Davis clarifies that the District Court is not deciding
that the Debtor must include snap-backs in its Proposals.
However, the District Court believes that inclusion of snap-backs
would be a large step towards reaching mutual agreement and
cultivating trust with the Unions.

                    Fair and Equitable Factor

The Unions claim that the Debtor failed to meet the Section 1113
requirement stating that, before seeking to reject a collective
bargaining agreement, the debtor "make a proposal . . . [which]
assures that all creditors, the debtor and all of the affected
parties are treated fairly and equitably."

The Unions specifically allege that the Bankruptcy Court erred by
failing to consider how MAIR might share the burdens of
reorganization.

The Bankruptcy Court reasoned that all the Debtor's labor groups,
including management and non-union employees, face the same 19.4%
reduction of aggregate costs related to their employment, and all
employees face the same increase in individual contribution to
health care premiums, from 25% to 50%.

Judge Davis, however, holds that the Bankruptcy Court:

    * did not explicitly analyze the equity of the Section 1113
      proposals in the context of non-labor constituencies; and

    * had an obligation to analyze the treatment of all major
      creditors and other affected parties.

Judge Davis notes that although the Bankruptcy Court did examine
the effects of the Proposals on some affected groups, it failed
to address the treatment of MAIR, the Debtor's sole shareholder
and a major affected party in the Debtor's bankruptcy case.

While he feels that the parties failed to present adequate
evidence on the topic to allow him to reach a conclusion, Judge
Davis declares that the Debtor, and not the Unions, bears the
burden of proving by a preponderance of the evidence that all
creditors, the Debtor and all of the affected parties are treated
fairly and equitably.

"Mesaba had the obligation to at least address the effects of
reorganization on all relevant constituencies, including MAIR,"
Judge Davis says.

Judge Davis holds that, on remand, the Bankruptcy Court must
consider whether the Debtor has met its burden of proof to show
that the Proposals treat the Unions fairly and equitably in light
of any sacrifices that MAIR may be asked to make in the Debtor's
reorganization.

            Significance of the 8% Operating Margin
                         and 19.4% Cut

The District Court rules that the Bankruptcy Court correctly
concluded when it held that "a debtor may not and does not
proceed under Section 1113 unless a proposed modification is
essential to the future survival of the business."

Accordingly, Judge Davis finds that the Debtor's need for an 8%
margin is supported by the record.  Judge Davis further points
out that the Unions do not dispute that if the District Court
affirms the Bankruptcy Court's finding that an 8% EBIT margin is
necessary, the Bankruptcy Court did not clearly err in a finding
that 19.4% labor cost cut is required to achieve that margin.

Thus, the District Court affirms the Bankruptcy Court's
conclusion that the Debtor's survival was dependent on
Northwest's business and that incorporation of the 19.4% labor
cost cut was necessary for the Debtor to maintain its businesses.

A full-text copy of the 54-page District Ruling is available for
free at http://researcharchives.com/t/s?1346

                    Mesaba Comments on Ruling

"While we are disappointed with Judge Davis' decision and will
review all of our legal options to address his concerns; we are
committed to successfully restructuring this company," said John
Spanjers, Mesaba Airlines president and COO.  "What remains
unchanged is the company's need to find a solution quickly to
ensure the survival of the airline."

Even before the decision was handed down today, the company
had invited all three unions to meetings this week to share
detailed information about the company's cash position which is
quickly deteriorating.

The company has confirmed meetings with ALPA, AFA and AMFA
for the end of this week and beginning of next week.  Mesaba
remains committed to working with the unions to reach consensual
agreements with each work group.

                       AFA-CWA's Statement

"This is a monumental victory for Mesaba workers and employees
everywhere," said Tim Evenson, Mesaba Master Council Executive
President.  "We hope that this decision will encourage current
management -- if they remain in control of the airline -- to come
back to the table for productive discussions -- this time with a
proposal that is fair.  Over 100 days ago, we presented the
company with a cost savings proposal that met their targeted
concessions.  We have heard nothing from them since.  It is time
for management to drop the litigation and negotiate fairly with
the flight attendants."

Under bankruptcy law, a company may obtain permission to abrogate
its labor contracts if it can prove to the court that negotiations
have been unsuccessful and the concessions necessary
for the reorganization are, among other things, "fair and
equitable to all parties."  Earlier this year, the bankruptcy
court rejected the company's first 1113(c) motion and recommended
that management return to the bargaining table.  Since then,
management only met with AFA-CWA for two bargaining sessions, and
began the first meeting by renewing their threat to seek a court
order to reject the contract.  In July, the bankruptcy court
granted the company's second 1113(c) motion, but Judge Davis'
decision yesterday overturned that decision.

"This decision gives Mesaba flight attendants hope -- hope that
all their hard work will not go in vain, hope that their careers
will be protected from management's overreaching demands.  We have
worked hard over the years to build a successful airline
and we are committed, along with all Mesaba employees, to
restoring our company to the great airline it once was," said Mr.
Evenson.

                     About Mesaba Aviation

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


MESABA AVIATION: Judge Kishel Vacates Ruling on Union CBAs
----------------------------------------------------------
Pursuant to the remand order issued by the U.S. District Court
for the District of Minnesota on September 13, 2006, the Honorable
Gregory F. Kishel of the U.S. Bankruptcy Court for the District of
Minnesota vacates the July 14 ruling issued by the Bankruptcy
Court authorizing Mesaba Aviation, Inc. to reject its collective
bargaining agreements with:

    -- the Air Line Pilots Association, International;
    -- the Association of Flight Attendants-CWA, AFL-CIO; and
    -- the Aircraft Mechanics Fraternal Association,

under Section 1113 of the Bankruptcy Code.

The Debtor's Section 1113 request will remain pending until such
time the Debtor withdraws it; the Debtor and the Unions have
entered into a comprehensive settlement; or the Court closes a
reopened record and then makes a decision on it, Judge Kishel
says.

In light of District Court's prevailing legal analysis, Judge
Kishel addresses the two issues that were reversed by the District
Court:

    (1) the Debtor's refusal to negotiate "snap-back" provisions;
        and

    (2) the Debtor's failure to demonstrate that its proposals
        fairly and equitably spread the burden of reorganization
        among all relevant affected parties, particularly MAIR
        Holdings, Inc.

                       Snap-Back Provisions

Judge Kishel notes that while the District Court ruled that the
Debtor demonstrated bad faith by wholly refusing to negotiate
regarding snap-backs, the District Court made it clear in a
footnote that it was not deciding that the Debtor must include
snap-backs in its proposals since it's possible that the absence
of snap-backs might be justified.  The District Court did suggest
that the inclusion of snap-backs might be a large step towards
reaching mutual agreement and cultivating trust with the Unions.

Judge Kishel opines that the District Court saw the inclusion of
snap-backs as a discrete unit of value that was nearly
indispensable to the global give-and-take of continued bargaining
under Section 1113.  The District Court saw that perhaps snap-
backs:

    -- would be an element for the Unions to surrender in
       exchange for some other sort of benefit; and

    -- were to be granted by the Debtor in one variant as a
       harmless "hollow promise" with symbolic significance
       alone.

"Judge Davis expressly left it open to the Debtor to better prove
that inclusion of snap-backs in a concessionary package would
truly jeopardize its future financial stability, in some
appropriate context on remand.  But he also expected the Debtor
to accept their presence as one chit at play in comprehensive
bargaining, not to reject them out of hand, and to show that a
refusal to include them by the end of bargaining under Section
1113 was substantially justified by their lack of utility to
reorganization," Judge Kishel points out.

The District Court clearly left food for thought for the Debtor
and the Unions alike on the snap-back issue -- with the results
to be put into application in both bargaining and any renewed
presentation to the Bankruptcy Court, Judge Kishel adds.

                  Fairness of Burden Issue

With respect to the fairness of burden issue, Judge Kishel
relates that the Unions' counsel seem to have sharpened their
pencils during the appellate process, driving at the point that
it was the Debtor's burden in the first instance under Section
1113(b)(1)(A) to seek concessions from every constituency in its
bankruptcy case, including that "all of the affected parties are
treated fairly and equitably" against the backdrop of
modification of the Unions' CBAs.

According to Judge Kishel, the District Court agreed with the
Unions on the fairness of burden issue, to the extent of finding
that MAIR is a major player in the Debtor's bankruptcy case.  The
District Court held that "any sacrifices that MAIR may be asked
to make in this reorganization" were indeed relevant to the
question of whether the Debtor's Section 1113 proposals to the
Unions were part of an overall structure of reorganization that
"fairly and equitably" treated all affected parties.

"Thus, he [Judge Davis] reversed the July 14 order to the extent
that it had not required the Debtor to further develop a response
to the Unions' point that MAIR was absent from the overall regime
of concessions that the Debtor then proposed to ensure its future
solvency, as part of its case under the fair-and-equitable
requirement," Judge Kishel notes.

Judge Kishel finds that while the District Court made no specific
ruling or observation about the nature of any proposed treatment
of MAIR's interest, the District Court clearly felt it was
incumbent on the Debtor to do something vis-a-vis MAIR's equity
interest.

Judge Kishel also finds that the District Court's ultimate
concern, while not pointedly voiced, can be gleaned from its
highlighted and twice-made observation: Northwest Airlines, the
force that visited the Debtor's financial crisis on it
immediately after entering the Omnibus ASA, is a substantial
minority shareholder in MAIR, with power to increase its equity
stake, and also has other potential control over both MAIR and
the Debtor.

Judge Kishel says that it seems to have been that Northwest, as a
shareholder in the publicly-held MAIR, stood to gain directly
from any generation of post-reorganization profits by the Debtor
that might be paid over to MAIR, as substantial "management fees"
or as dividend payments.  In context, he adds, this possibility
has significance under Section 1113 because the production of
those profits would be enabled, in part, by the reduction in the
cost to the Debtor of employees' wages and benefits, in the wake
of rejection of the CBAs and imposition of non-consensual
modifications.

Judge Kishel points out that the drift of the District Court's
analysis is clear: at least one way in which to make equity share
the burden of the overall restructuring, to parcel out the pain
in some measure commensurate to what was being asked of
employees, was to prohibit the payment of shareholder dividends
to MAIR for the duration of the concessionary labor cost
structure, and to take some steps to ensure that payment to MAIR
in any other nominal form was in consideration of equivalent
value contemporaneously received from MAIR, for services or goods
that otherwise would be purchased from a third party.

Judge Kishel submits that the District Court's disposition --
remand, rather than outright reversal -- meant that Judge Davis
expected the parties to take up the issue and to advance it in
light of his analysis.

"The present discussion is an attempt to share this Court's
thoughts on that analysis, for that effort," Judge Kishel
explains.

                  July 14 Ruling Must be Vacated

Judge Kishel holds that the District Court clearly intended that
the July 14 ruling be vacated, for want of a complete showing by
the Debtor on the elements of Section 1113 in the unique context
of the case.  The District Court did not specify, however,
whether the Debtor was to be relegated to making a third request;
and it did not speak to whether the Debtor could somehow remedy
its record in the context of the pending request, upon a
reopening of proceedings.

In the absence of an overt directive from the District Court,
Judge Kishel believes it is open to the Bankruptcy Court to
reopen the evidentiary record on remand, to receive probative
evidence that would be logically responsive to the District
Court's analysis.

Judge Kishel says he would allow the reopening of the record on
the Debtor's pending request.  However, the reopening does not
resolve the questions of what the Debtor has to do to tee up the
two remaining issues on the pending request, or whether it even
can do so at this point as a matter of substantive law.  These
questions cannot be addressed in the current state of vacuum,
Judge Kishel explains.

Given the manifest uncertainty, Judge Kishel concludes that it is
most appropriate to leave it up to the Debtor, as returning
appellee, to take the first step on going forward.

Specifically:

    * If the Debtor believes a third request is the appropriate
      vehicle to remedy all the defects after an abbreviated
      effort at another round of pre-motion bargaining under
      Section 1113, it may withdraw its pending request.  It may
      then start the process anew, on as expedited a basis, as
      warranted by the current exigencies; or

    * If, on the other hand, the Debtor has a theory to make a
      presentation on those two issues legally viable in the
      context of a reopened proceeding on its pending request,
      after some activity outside the Bankruptcy Court in
      relation to the Unions or not, it may set that matter back
      on for hearing at an appropriate date, present its evidence
      and argument, and all parties will go from there.

                Debtor has only $10,000,000 Left

According to Judge Kishel, the Debtor's counsel has advised on
September 12, 2006, that Mesaba has only $10,000,000 in available
cash left, and was losing approximately $1,000,000 per week as a
result of the persistence of "fixed costs against the severe
reduction of revenues occasioned by Northwest Airlines
withdrawing aircraft from the Debtor's fleet."

"Time has always been of the essence in this case -- but never
more than now," Judge Kishel maintains.

                     Mesaba Meets with Unions

Mesaba spokeswoman Elizabeth Costello said the company met with
pilots on September 25, 2006, and planned to meet with mechanics
on September 26, The Associated Press reports.  No talks are
planned with flight attendants.

According to the paper, if the parties can't agree on new
contracts by Thursday, Mesaba will again seek Judge Kishel's
permission to reject the CBAs.

Mesaba is pushing for a 19 percent pay cut to be in place,
preferably by October 15, 2006, otherwise, the company would face
liquidation, Ms. Costello told the Pioneer Press.  She declined
to comment on Mesaba's cash, however, and didn't say when the
company would liquidate if no labor deal is made.

The pilots union said it would rather see Mesaba go out of
business than agree to work for the 19 percent pay cuts, the AP
reports.

                     About Mesaba Aviation

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


MGM MIRAGE: Inks Fifth Amended and Restated Loan Pact with Lenders
------------------------------------------------------------------
MGM Mirage and MGM Grand Detroit, LLC, as initial co-borrower, has
entered into the Fifth Amended and Restated Loan Agreement dated
Oct. 3, 2006.

The Fifth Loan Agreement provides for a maximum borrowing capacity
of $7 billion consisting of a revolving credit facility and a term
loan facility.

"We are extremely gratified by the overwhelming support our
financial partners have shown in our Company," Jim Murren,
president, chief financial officer and Treasurer, said.  "This
credit facility when combined with our internally generated cash
flows will provide us the capital necessary to finance our
domestic and international growth initiatives while at the same
time allowing us to continue to re-invest in our market leading
resorts."

The Fifth Loan Agreement reallocates $1 billion from the existing
revolving credit facility such that the amended senior credit
facilities will consist of a $4.5 billion senior revolving credit
facility and a $2.5 billion senior term loan facility, in each
case extending the maturity date to October 2011.  Additionally,
the senior credit facilities include an option where the Company
may solicit either existing lenders or new lenders to raise
additional commitments to the senior revolving credit facility and
the senior term loan facility, thereby increasing the maximum
borrowing capacity under the facilities to $8 billion.  The Fifth
Loan Agreement reduces draw pricing and undrawn pricing across the
grid by 37.5 basis points and 5 basis points, respectively and
revises the terms of the maximum total leverage ratio and interest
charge coverage ratio covenants.  In addition, the senior credit
facilities will no longer contain a senior leverage ratio
covenant.

A full text-copy of the Fifth Amended and Restated Loan Agreement
may be viewed at no charge at http://ResearchArchives.com/t/s?1349

Las Vegas, Nev.-based, MGM Mirage -- http://www.mgmmirage.com/--  
owns and operates 23 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.  MGM MIRAGE has also announced plans to
develop Project CityCenter, a multi-billion dollar mixed-use urban
development project in the heart of Las Vegas, and has a 50%
interest in MGM Grand Macau, a hotel-casino resort currently under
construction in Macau S.A.R.

                         *     *     *

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, confirmed MGM MIRAGE's Ba2 Corporate Family Rating.


MUSICLAND HOLDING: MacLennan Objects to Disclosure Statement
------------------------------------------------------------
A class action entitled Maureen MacLennan v. Musicland Group,
Inc., et al., is currently pending in the Superior Court of the
State of California, County of Los Angeles, Daniel I. Barness,
Esq., at Spiro Moss Barness Harrison & Barge LLP, in Los Angeles,
California, relates.  The Sam Goody Holding Corp., Mediaplay and
Suncoast Motion Picture Company, Inc., all affiliates of
Musicland Group, were also named defendants in the Class Action.

The Debtors' affiliates have settled the Class Action shortly
before the Debtors filed for bankruptcy and preliminary approval
of the settlement has been granted in the Class Action, according
to Mr. Barness.  However, the MacLennan Plaintiffs have received
no notices in the case nor is the Class Action listed in the
Schedules of Musicland Group and its affiliates, Mr. Barness
points out.

Mr. Barness asserts that Disclosure Statement apparently failed to
disclose the existence or provisions of the settlement of the
Class Action, including the liquidation of a claim in favor of the
MacLennan Plaintiffs totaling $295,000.

The MacLennan Plaintiffs ask the U.S. Bankruptcy Court for the
Southern District of New York to disapprove the Disclosure
Statement in its present form, and that approval be granted only
after the Debtors have disclosed all material facts.

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: Tells Court of 10 Rejected Executory Contracts
-----------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates inform the U.S.
Bankruptcy Court for the Southern District of New York that they
are rejecting 10 executory contracts effective as of Sept. 30,
2006, pursuant to the Court-approved Expedited Lease Rejection
Procedures:

   Counter Party                         Type of Contract
   -------------                         ----------------
   A and M Building Services             Service Agreements    
   American Express Establishment Srvs.  Service Agreement    
   American Express Incentive Services   Card Program Agreement    
   Bensinger, Dupont And Associates      Service Agreement       
   Discover                              Service/Credit Card Pact
   Hyperion Solutions Corporation        License Agreement
   National Processing Company, LLC      Service Agreement
   Samtrack                              Maintenance Agreement
   Sprint Communications Company LP      Service Agreement
   Sprint Solutions, Inc.                Service Agreement

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)


NATIONAL CENTURY: Two Trusts File Post-Confirmation Reports
-----------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates' remaining assets were conveyed to three post-
confirmation trusts under their Plan of Liquidation.  Most of the
Debtors' remaining assets were transferred to two of these trusts:

    (a) the VI/XII Collateral Trust, and
    (b) the Unencumbered Assets Trust.

According to David A. Beck, Esq., at Jones Day, in Chicago,
Illinois, FTI Consulting, Inc., as trustee of the VI/XII Trust,
will be submitting post-confirmation reports on behalf of the
VI/XII Trust and the UAT.  The trustee for the CSFB Claims Trust
will be submitting post-confirmation reports for the CSFB Trust
separately, Mr. Beck adds.

Jeffrey Benton, managing director at FTI, in Washington, D.C.,
says that each of the VI/XII Trust's and the UAT's post-
confirmation operating reports were previously submitted to the
Office of the U.S. Trustee for Region 9.

Mr. Benton is responsible for preparing the post-confirmation
operating reports.  Any questions regarding the reports should be
directed to Mr. Benton at telephone number (202) 312-9211.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: LTC Entities Lawsuit Stayed Until October 23
--------------------------------------------------------------
The Honorable Donald E. Calhoun, Jr., of the U.S. Bankruptcy Court
for the Southern District of Ohio, Eastern Division, previously
ruled that all matters pending before the Court in the Adversary
Proceeding are stayed through, and including, Aug. 28, 2006.

Subsequently, Long Term Care Management, Inc., Quality Long Term
Care Management, Inc., and Quality Long Term Care, Inc., sought
and obtained the Court's approval to further extend the Period of
Stay to, and including, Oct. 23, 2006.

If the Period of Stay expires without being extended by the
parties' agreement, the LTC Entities will have an additional two-
week extension of time through and including Nov. 6, 2006, to
move or otherwise respond to the VI/XII Collateral Trust and
FTI's Summary Judgment Motion, Judge Calhoun says.

As reported in the Troubled Company Reporter on June 26, 2006,
VI/XII Collateral Trust and FTI Consulting, Inc., asked the U.S.
Bankruptcy Court for the Southern District of Ohio to issue a
summary judgment declaring that:

    (1) Long Term Care Management, Inc., Quality Long Term Care
        Management, Inc., and Quality Long Term Care, Inc., are
        liable for the $1,130,000 currently owed on NPF XII,
        Inc.'s allowed claims in the LTC Entities' Chapter 11 plan
        of reorganization -- the Settlement Obligation;

    (2) The LTC Entities should turnover all amounts currently
        mature and due under the Settlement Obligation;

    (3) The LTC Entities breached the LTC Plan by failing to make
        payments they admittedly owe to the Trust; and

    (4) The LTC Entities' failure to make payments under the
        Settlement Obligation is in contempt of the Confirmation
        Order and the Enforcement Order in the Chapter 11 cases of
        National Century Finance Enterprises, Inc.

Besides the summary judgment request, the other matter currently
pending before the Court in the Adversary Proceeding is the LTC
Entities' request to dismiss the complaint for lack of subject
matter jurisdiction.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL ENERGY: ET Debtors File Quarterly Report Ending Aug. 31
----------------------------------------------------------------
Pursuant to the First Amended Plan of Liquidation for NEGT Energy
Trading Holdings Corporation, NEGT Energy Trading - Gas
Corporation, NEGT ET Investments Corporation, NEGT Energy Trading-
Power, L.P., Energy Services Ventures, Inc., and Quantum
Ventures, dated March 3, 2005, the Liquidating Debtors present the
fifth quarterly report for the period ended Aug. 31, 2006.

NEGT Energy Trading Holdings Corporation paid $47,353 and NEGT
Energy Trading - Power paid $189,409 for the Plan Administrator's
services during the Reporting Period.

The ET Debtors made no payments to members of the Board of  
Directors.

In addition, the ET Debtors paid $1,857,661 in total fees to  
these professionals during the Reporting Period:

      Professional                                    Fees
      ------------                                    ----
      Bishop, Daneman & Simpson, LLC                $1,758
      CRA International, Inc.                      240,299
      Gibbs & Bruns, L.L.P.                        709,374
      Hosie McArthur, LLP                          199,842
      Maples and Calder                                900
      Morrison Foerster, LLP                        69,563
      National Energy & Gas Transmission, Inc.      76,704
      Parker Poe Adams & Bernstein LLP                 351
      Pinnacle Law Group                             4,381
      Resolutions, LLC                              60,086
      Robert Barron                                  6,607
      Roy J. Shanker, Ph.D.                         72,000
      Sidley Austin LLP                             44,412
      Sutherland, Asbill & Brennan, LLP             87,625
      Venable LLP                                   15,859
      Whiteford, Taylor & Preston LLP              108,647
      Willkie Farr & Gallagher, LLP                158,765
      Winston & Strawn, LLP                            488      

The amounts disbursed by each ET Debtor for professional fees
are:

      Debtor                         Amount Paid
      ------                         -----------
      Energy Services Ventures            $6,139
      ET Holdings                         89,184
      ET International                       900
      ET Power                         1,761,438

The ET Debtors did not pay any amounts for the ET Committee  
professionals' fees during the Reporting Period.  

The ET Debtors also paid $163,319 for other post-effective date  
expenses:

      Debtor                         Amount Paid  
      ------                         -----------
      ESV                                    $25
      ET Gas                              11,050
      ET Holdings                         17,655
      ET Investments                         250
      ET Power                           134,339
        
The ET Debtors made no distributions for Administrative Claims,
Priority Claims, Priority Tax Claims, Secured Claims, and General
Unsecured Claims during the Reporting Period.

Claim No. 710, totaling $2,460,562, filed by Block, IRA has been
expunged, and Claim No. 145 filed by Mirant Americas Energy
Marketing, LP, has been withdrawn.

About 41 disputed claims totaling $967,374,968 remain unresolved.

As of August 31, 2006, the Plan Administrator maintained a  
$7,667,001 reserve for secured claims and a $2,803,306,717  
reserve for unsecured claims.

                      About National Energy

Bethesda, MD-based PG&E National Energy Group Inc. nka National
Energy & Gas Transmission Inc. -- http://www.pge.com/--
develops, builds, owns and operates electric generating and
natural gas pipeline facilities and provides energy trading,
marketing and risk-management services.  The Company and six of
its affiliates filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  When the Company filed for
protection from its creditors, it listed $7,613,000,000 in assets
and $9,062,000,000 in debts.  NEGT received bankruptcy court
approval of its reorganization plan in May 2004, and emerged from
bankruptcy on Oct. 29, 2004.  

NEGT's affiliates -- NEGT Energy Trading Holdings Corp., NEGT
Energy Trading - Gas Corporation, NEGT ET Investments Corp., NEGT
Energy Trading - Power, L.P., Energy Services Ventures, Inc., and
Quantum Ventures -- filed their First Amended Plan and Disclosure
Statement on March 3, 2005, which was confirmed on Apr. 19, 2005.  
Steven Wilamowsky, Esq., and Jessica S. Etra, Esq., at Willkie
Farr & Gallagher LLP represent the ET Debtors.  (PG&E National
Bankruptcy News, Issue No. 66; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL HEALTH: Moody's Reviews Ba3 Rating and May Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the Ba3 senior unsecured debt
rating of National Health Investors, Inc. on review for possible
downgrade.  This rating action follows the announcement that NHI's
Board of Directors has hired a financial advisor to help
it evaluate strategic alternatives to enhance stockholder value,
including a proposal by its Chief Executive Officer, Andrew Adams,
to acquire the REIT.

Moody's review for downgrade reflects the rating agency's concern
that NHI's capital structure would be more highly levered, with a
significant increase in secured debt if the REIT were to be taken
private by Mr. Adams, or pursue another means of recapitalizing
the company.  In its review, Moody's will focus on the pro forma
capital structure and business profile of NHI should it decide to
consummate a strategic transaction.

In its most recent rating action with respect to NHI, Moody's
affirmed NHI's Ba3 senior unsecured rating and raised the rating
outlook to positive.

National Health Investors is a healthcare REIT that invests
primarily in skilled nursing facilities.  As of June 30, 2006, the
REIT had investments in 143 healthcare facilities located in 18
states consisting of 101 skilled nursing facilities, one acute
care hospital, four medical office buildings, 14 assisted living
facilities, six retirement centers and 17 residential projects for
the developmentally disabled.


NCO GROUP: Moody's Junks $365 Million Senior Subor. Notes' Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 first time, rating to NCO
Group, Inc.'s $565 million senior secured credit facility, Caa1
ratings to $365 million of senior subordinated notes, and
a B2 corporate family rating.  The ratings for these debt
instruments reflect both the overall probability of default of the
company, to which Moody's assigns a PDR of B2, and a loss given
default of LGD 2 for the secured credit facility and
LGD 5 to the subordinated notes.  The rating outlook is stable.

On July 21, 2006, NCO entered into a definitive agreement to be
acquired by an entity controlled by One Equity Partners, with
participation by certain members of senior management.  The
transaction is expected to close in the fourth quarter of 2006 and
is subject to customary closing conditions including the approval
of NCO's shareholders.  Upon closing of this transaction, NCO's
stock will no longer be publicly traded.

The transaction is expected to be funded with the $465 million
term loan, $365 million of senior subordinated notes, $355 million
of cash equity contributed by OEP, $23 million of rollover equity
and $10 million of revolver borrowings.

The ratings benefit from solid pro forma credit metrics for the
rating category, high levels of EBIT, leading market positions
in receivables management and portfolio management business
lines and a good track record of profitability and cash flow
generation.  The ratings are constrained by the potential for
profitability erosion due to increasing competition in portfolio
management business, sensitivity of receivable collection trends
to a weakening economy and moderate revenue concentration.

The Ba3 rating on the senior secured credit facility reflects an
LGD 2 loss given default assessment as this facility is secured by
a pledge of the assets of the guarantor subsidiaries and 65% of
the stock of foreign subsidiaries.  The LGD 2 assessment benefits
from a significant amount of junior debt in the capital structure.  
The Caa1 rating on the senior subordinated notes reflects an LGD 5
loss given default assessment given that it is effectively
subordinated to the secured credit facility.

The SGL-2 rating reflects a good liquidity position pro forma for
the recapitalization transaction.

Ratings assigned:

   * Corporate family rating at B2;
   * Probability-of-default rating at B2;
   * $465 million 7 year senior secured term loan at Ba3
   * $100 million 5 year senior secured revolver at Ba3
   * $365 million senior subordinated notes at Caa1
   * Speculative grade liquidity rating at SGL-2

The stable outlook anticipates moderate revenue and EBIT growth
over the next 12-18 months.  Cash flow from operations is expected
to be used to fund capital expenditures of about $30-$40 million
per year, niche acquisitions which complement existing business
segments, and required term loan amortization.

The ratings could be upgraded if financial performance improves
such that EBIT coverage of interest and free cash flow to total
debt can be sustained at over 1.7 times and 7%, respectively

Given the company's solid position in the rating category, a
moderate increase in pricing trends in the portfolio management
segment or decline in accounts receivable collection rates will be
unlikely to pressure the ratings.  However, a sharp downturn in
the business which results in EBIT coverage of interest and free
cash flow to debt that are expected to sustained at
under 1 time and 0%, respectively, could lead to a downgrade.  
A significant debt financed acquisition that substantially weakens
credit metrics and liquidity could also pressure the rating.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  The company also purchases and manages past due
consumer accounts receivable from consumer creditors such as
banks, finance companies, retail merchants, utilities, healthcare
companies, and other consumer-oriented companies.  The company
reported revenues of about $1.1 billion for the twelve month
period ending June 30, 2006.


NCO GROUP: S&P Rates $365 Million Senior Subordinated Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
counterparty credit rating to NCO Group Inc.  The outlook is
stable.

At the same time, S&P assigned a bank loan rating of 'B+' and a
recovery rating of '3' to the company's senior secured bank loan
($465 million) and revolver ($100 million), indicating a
meaningful (50%-80%) recovery of principal in the event of a
payment default.  NCO's senior subordinated notes ($365 million)
were rated 'B-'.

"The ratings on NCO are based in part on its high leverage and
poor capitalization (negative tangible equity), marginal cash flow
coverage, and high level of operational risk," Standard & Poor's
credit analyst Rian M. Pressman, CFA, said.

The company's modest profitability, driven in part by its
sensitivity to changing market dynamics, is also a primary factor
in the rating.  Other considerations include NCO's strong niche
market position in accounts receivable and collection services,
well-established client relationships, and multiple sourcing
channels for the purchase of distressed receivables.

NCO's high leverage and poor capitalization (negative tangible
equity) limit the rating.  Following its acquisition by an entity
controlled by One Equity Partners (a private equity firm, with
participation by certain members of NCO's current senior
management), the company's debt is projected to total
approximately $840 million (excluding the nonrecourse debt
associated with receivables purchases financed by Cargill).

At year-end 2006, debt-to-EBITDA and EBITDA interest coverage
ratios (both adjusted for operating leases) are forecasted to be a
modest 5.6x and 1.8x, respectively.

Although S&P recognizes that NCO's service-intensive businesses
require little capital support, the company's investment in
distressed receivables requires an appropriate level of
capitalization, especially given the assumption-driven analytics
backing those purchases.

Further growth in the distressed receivables portfolio without a
commensurate increase in capitalization will increase the
importance of capitalization in S&P's overall assessment.

Operational risk is high due to NCO's significant information
system infrastructure, high volume of acquisition activity (28
companies in the past 10 years), large number of employees (more
than 22,000), and significant international operations (including
call centers in Canada, Philippines, India, and the Caribbean).

The operational integrity of the company's systems and processes
is crucial, as service disruptions could result in lost clients.
(The company is exposed to moderate customer concentrations.)  NCO
has made significant investments to mitigate this risk, including
disaster recovery planning and data security.

Positive rating factors include NCO's strong niche market position
in accounts receivable and collection services, well-established
client relationships, and multiple sourcing channels for the
purchase of distressed receivables.

Almost two-thirds of total revenue is generated by the accounts
receivable management (ARM) business and NCO has a strong market
position in this niche business.  The company's competitive
advantages include size in a business where scale matters and a
successful track record.  NCO has well-established client
relationships with a number of blue chip companies and has served
its top 10 clients for an average of 10 years each.

Lastly, the company has multiple sourcing channels through which
to purchase distressed receivables, including existing ARM
clients, forward flow agreements, and a relationship with the
agricultural/food company, Cargill.

NCO's multiple sourcing channels enable it to selectively play in
the auction markets, thereby avoiding some of the irrational
pricing that has recently characterized that market.

Horsham, Pa.-based NCO is a provider of business process
outsourcing.  The company's three business lines are ARM, CRM, and
Portfolio Management.  At June 30, 2006, total assets were
$1.3 billion.

The stable outlook is based on NCO's strong niche market position
in accounts receivable and collection services, well-established
client relationships, and multiple sourcing channels for the
purchase of distressed receivables.  Positive ratings action may
occur if the company reduces leverage and improves profitability,
while maintaining or improving its business risk profile.  
Negative ratings implications could result from increased
leverage, reduced profitability, or adverse operational issues.


NEENAH FOUNDERY: Moody' Rates $300 Senior Secured Notes at B2
-------------------------------------------------------------
Moody's affirmed the Corporate Family rating of Neenah Foundry
Company at B2, and its Probability of Default rating at B2.
Moody's also assigned ratings to the proposed senior secured
notes, B2.  The proposed notes, together with a new senior secured
revolving credit facility, will be used to repay all of Neenah's
existing debt.  According to Neenah's announcement, the company is
tendering for its guaranteed second-lien senior secured notes; and
call its senior subordinated notes at par.

The tender includes a consent solicitation to delete substantially
all of the restrictive covenants and certain events of defaults of
the existing second-lien senior secured notes. Reflecting a
completion of the tender and stripping of covenants, the ratings
on the existing senior secured notes are lowered to Caa1 for any
amounts that remain outstanding.

The ratings reflect the company's credit metrics in a cyclical
industry.  While Neenah has significantly improved its operating
performance after reorganizing in October 2003, the proposed
refinancing will slightly increase leverage.  In addition the
company will be facing operating pressures in 2007 from lower
production in its commercial vehicle segment due to emission
control regulations.

The rating outlook remains stable and anticipates that Neenah's
credit metrics will likely remain in the B2 range in the near
term.  Any incremental liquidity afforded by the proposed
refinancing combined with the company's diverse end markets are
expected to partially offset the adverse impact of expected
production declines in the commercial vehicle market.

The assigned ratings are:

   * $300 million of senior secured notes, to be initially issued  
     under Rule 144A with registration rights, B2;

The affirmed ratings are:

   * B2 Corporate Family Rating;
   * B2 Probability of Default Rating;
   * Stable Outlook

The following ratings were lowered: $133.1 million of guaranteed
second-lien senior secured notes due 2010, to Caa1 from B2.  These
notes are subject to a tender and consent offer.  The Caa1 rating
applies to any stub portion of the issue remaining outstanding
after the tender offer that will be stripped of protective
covenants.  If the substantial majority of this issue is tendered
and extinguished, Moody's will withdraw the rating.

This rating is affirmed with the LGD basket and percentage
changed. The rating will be withdrawn upon completion of the call:  
Caa1 for the $100 million of unsecured senior subordinated notes
due 2013

Neenah's existing first-lien guaranteed senior secured credit
agreement for up to $92 million is not rated by Moody's.

The last rating action was September 22, 2003 when ratings were
assigned.

The ratings reflect Neenah's high leverage and relatively strong
operating performance stemming from favorable trends in company's
end markets. Higher sales experienced since 2003 reflect increased
demand in the heavy duty truck, and municipal markets, and the
recovery of steel scrap costs.  As a result of improved sales, the
company has experienced higher utilization rates which have
translated into improved margins.  Neenah's customer and sector
concentrations have shifted away from the automotive segment since
its emergence from Chapter 11 in 2003. W hile Neenah's credit
metrics have improved, the ratings also reflect the company's
cyclical markets, and continued moderate interest coverage.  

Neenah's credit metrics for the last twelve months ending June 30,
2006 were approximately as follows: total debt/EBITDA, 4.0x;
EBIT/Interest, 1.6x.  Neenah's free cash flow for the
corresponding period was approximately $3 million. At June 30,
2006 Neenah maintained liquidity through the availability under
its first-lien credit agreement of approximately $52.4 million.

Future events that could put pressure on Neenah's outlook and/or
ratings lower include a competitive pricing environment which
results in lower operating performance, the inability to pass
through raw material costs, loss of market share or a significant
customer, or significant deterioration in demand in the company's
end markets.  Consideration for a lower outlook or rating could
arise if leverage were to increase by an additional turn and
EBIT/Interest coverage deteriorates consistently below 1.5x.

Future events that could improve Neenah's outlook and ratings
would be generated from a consistent operating environment in
which the company can maintain high levels of capacity
utilization, or increase and further diversify its customer
base.  Consideration for an improved outlook or higher ratings
could arise if EBIT/Interest coverage is maintained consistently
over 2x.

Neenah, headquartered in Neenah, Wisconsin, manufactures and
markets a wide range of metal castings and forgings for the heavy
municipal market plus a wide range of complex industrial castings,
with concentrations in the medium- and heavy-duty
truck and HVAC markets.  Annual pro forma revenues approximate
$533 million.


NEOPLAN USA: Court Fixes October 23 as General Claims Bar Date
--------------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware set Oct. 23, 2006, as the deadline for
all creditors owed money by Neoplan USA Corporation and its
debtor-affiliates on the account of claims arising prior to
Aug. 17, 2006.

Creditors must file written proofs of claim on or before the
Oct. 23 Claims Bar Date and those forms must be delivered to:

     Delaware Claims Agency, LLC
     230 North Market Street, 2nd Floor
     P.O. Box 515

All governmental units must file their proofs of claim by Feb. 13,
2007.

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: Committee Taps Pepper Hamilton as Bankruptcy Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Neoplan
USA Corporation and its debtor-affiliates' chapter 11 cases, ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Pepper Hamilton LLP as its bankruptcy
counsel, nunc pro tunc to Sept. 5, 2006.

Pepper Hamilton will:

   a) advise the Committee with respect to its rights, duties, and
      powers in the Debtors' chapter 11 cases;

   b) assist and advise the Committee in its consultations with
      the Debtors relating to the administration of these cases;

   c) assist the Committee in analyzing the claims of the Debtors'
      creditors and the Debtors' capital structure and in
      negotiation with the holders of claims and, if appropriate,
      equity interests;

   d) assist the Committee's investigation of the acts, conduct,
      assets, liabilities and financial condition of the Debtors
      and other parties involved with the Debtors, and of the
      operation of their businesses;

   e) assist the Committee in analyzing intercompany transactions;

   f) assist the Committee in its analysis of, and negotiations
      with the Debtors or any other third party concerning matters
      related to, among other things, the assumption or rejection
      of certain leases of nonresidential real property and
      executory contracts, asset dispositions, financing of other
      transactions and the terms of a plan of reorganization for
      the Debtors;

   g) assist and advise the Committee as to its communications, if
      any, to the general creditor body regarding significant
      matters in these cases;

   h) represent the Committee at all hearings and other
      proceedings;

   i) review, analyze, and advise the Committee with respect to
      all applications, orders, statements of operations and
      schedules filed with the Court;

   j) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interests and objectives; and

   k) perform other services as may be required and are deemed to
      be in the interests of the Committee in accordance with the
      Committee's powers and duties.

David B. Stratton, Esq., and David M. Fournier, Esq., Pepper
Hamilton partners, and Evelyn J. Meltzer, an associate, will be
the primary persons who will work for the Debtors' cases.

Mr. Stratton discloses that the firm's professionals bill:

        Professional                          Hourly Rate
        ------------                          -----------
        Partners, Special Counsel & Counsel   $385 - $540
        Associates                            $210 - $350
        Paraprofessionals                     $135 - $175

Mr. Stratton assures 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 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.


NORTHWEST AIRLINES: Wants Stay Enforced Against RI Commission
-------------------------------------------------------------
Northwest Airlines, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York enforce the
automatic stay against the Rhode Island Commission for Human
Rights, and Patricia A. Wilson.

According to Mark C. Ellenberg, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, the Commission and Ms. Wilson violated the
automatic stay extant in the Debtors' Chapter 11 cases by
proceeding with an action on Ms. Wilson's behalf to recover
monetary damages for alleged disability discrimination in
connection with Ms. Wilson's 2003 termination from Northwest
Airlines.  Ms. Wilson filed a complaint in December 2003.

In March 2004, Northwest filed with the Commission a request to
dismiss the Rhode Island Action on grounds that the Commission
lacked subject matter jurisdiction to decide the matter because
it is preempted by the Railway Labor Act, or alternatively, for
dismissal on the merits, Mr. Ellenberg relates.  The Commission
issued a complaint against the Debtors in December 2005.

In June 2006, the Commission issued a decision denying
Northwest's request to dismiss the Rhode Island Action.  The
Commission has scheduled a hearing on the merits of Ms. Wilson's
claim to be held in Rhode Island on May 8, 2007.

Though the Debtors have attempted on numerous occasions to advise
them that the Debtors are entitled to the protections of the
automatic stay, Mr. Ellenberg says, Ms. Wilson and the Commission
have asserted that the automatic stay does not apply to them.

Mr. Ellenberg asserts that contrary to the Commission's position,
the Rhode Island Action does not fit within the narrow police
power exception to the automatic stay set forth in Section
363(d)(4) of the Bankruptcy Code.

In applying the limited exception to permit a government unit to
exercise its police power outside of the Bankruptcy Court, courts
examine whether the action primarily advances the government's
pecuniary interest and whether the action has an overriding
public purpose, Mr. Ellenberg notes.

Mr. Ellenberg points out that Section 362 of the Bankruptcy Code
prohibits the commencement or continuation of judicial
proceedings that could have been commenced prepetition.  He also
notes that employee discrimination complaints similar to the
Rhode Island Action have been stayed in the Debtors' Chapter 11
cases.

Because its primary purpose is apparently to recover money
damages for alleged prepetition conduct by the Debtors, and
because the complaint seeks to adjudicate private rights, the
Rhode Island Action is in violation of the automatic stay and is
therefore void and without effect, Mr. Ellenberg contends.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/  
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 41; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/ or 215/945-7000)


NORTHWEST AIRLINES: Employs 13 Ordinary Course Professionals
------------------------------------------------------------
Pursuant to the an order from the U.S. Bankruptcy Court for the
Southern District dated Oct. 19, 2005, authorizing Northwest
Airlines, Inc., and its debtor-affiliates to employ professionals
in the ordinary course of their business, the Debtors inform Judge
Gropper that they are hiring 13 professionals to provide them with
legal services:

Professional & Address             Description
----------------------             -----------
Baker & McKenzie                   Operating Permit
Buenos Aires, Argentina

Bowman & Brooke                    EEO Investigations
Minneapolis, MN

Cassels Brock & Blackwell LLP      Advice on French Language
Toronto, Canada                      Requirements

Hudson Global Resources            EEO Investigations
Chicago, IL

Icaza, Gonzalez-Ruiz Aleman        Codeshare Authorization
Panama City, Panama

James M. Pelland, PLLC             Litigation
Plymouth, MI

Larson King LLP                    EEO Investigations
St. Paul, MN

Leslie Loew-Blosser, Esq.          EEO Investigations
Bloomington, MN

Littler Mendelson P.C.             Employment Law
Minneapolis, MN

Maymi, Rivera & Rotger, P.S.C.     Terminal Lease and
San Juan, Puerto Rico                Corporate Matters

Michael E. Korens, Esq.            Regulatory Advice
McLean, VA

Morgan, Lewis & Bockius LLP        Employment Law
Chicago, IL

Myoung, Hoin Legal Office          Litigation
Busan, South Korea

If no objections are filed with respect to the professionals by
October 16, 2006, the list will be deemed approved by the Court
without necessity of a hearing.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/  
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 41; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


OWENS CORNING: Fibreboard Wants Continental Settlement Pact Okayed
------------------------------------------------------------------
Owens Corning's debtor-affiliate Fibreboard Corporation asks the
U.S. Bankruptcy Court for the District of Delaware to approve a
settlement agreement with Continental Casualty Company to resolve:

   (i) Claim No. 7664 filed by Continental and its affiliates
       against the Debtor; and

  (ii) the Debtor's claims to funds held by Continental in the
       Committed Claims Account.

The salient terms of the Continental Settlement are:

   a. Continental will be reimbursed $110,000 upon presenting
      documents demonstrating its prior payment.  The
      reimbursement funds will be drawn from the Committed
      Claims Account.

   b. The remaining funds in the Committed Claims Account will
      be transferred to a Fibreboard Settlement Trust.  Upon
      confirmation of the Debtors' Plan of Reorganization, all
      funds in the Trust will then be transferred to
      Fibreboard's sub-account of the Debtors' 524(g) trust.

   c. Fibreboard will designate Continental as a protected party
      under the Plan for purposes of the 524(g) channeling
      injunction for any allegations of liability relating to the
      Committed Claims or the Committed Claims Account.

   d. The Fibreboard Settlement Trust will assume any liability
      that Fibreboard may have with respect to Continental's
      claims for reimbursement of defense and other costs.  Upon
      Plan confirmation, the Fibreboard 524(g) Trust will
      assume any liability that the Trust may have relating to
      Continental's claims for reimbursement of defense and other
      costs under the Buckets Agreement.

   e. Continental retains the right to pursue its claims for
      reimbursement of defense and other costs against the
      Fibreboard Trust subject to a maximum recovery of
      $3,950,000, and preserves its alternative dispute
      resolution rights under the Buckets Agreement and the Tri-
      Lateral Agreement.

   f. Fibreboard will cooperate with the Fibreboard 524(g) Trust
      to defend Continental's claims for cost reimbursement, and
      will make Fibreboard documents and personnel available for
      that purpose.

   g. Fibreboard will release any potential claims that it may
      have with respect to the funds in the Committed Claims
      Account in exchange for the transfer of those funds to the
      Fibreboard Settlement Trust.

   h. Continental will forever release Fibreboard for all
      liability asserted in Claim No. 7664.  Fibreboard will
      also release Continental of any claims that the Debtor
      may have with respect to the funds in the Committed Claims
      Account.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, assures the Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware that approval of the
Continental Settlement will not prejudice the rights of any other
creditors or parties-in-interest.

Ms. Stickles states that as the parties are unable to reach a
resolution with respect to Continental's claim for alleged over-
payments and over-reimbursements of defense and other costs, the
dispute will be resolved pursuant to alternative dispute
resolution provisions of the Buckets Agreement and Trilateral
Agreement.

As previously reported, Continental, one of Fibreboard's former
insurance carriers for asbestos liability, was a party to a Tri-
Lateral Agreement.  Continental and Pacific Indemnity, another
Fibreboard insurer, agreed to pay approximately $2,000,000,000 to
a trust established to pay Fibreboard's defense and indemnity
costs for personal injury asbestos claims.  Continental and
Pacific Indemnity also agreed to pay additional amounts to satisfy
certain asbestos-related claims pending in 1993.

Before the effectivity of the Tri-Lateral Agreement in November
1999, Fibreboard and Continental entered into agreements with law
firms representing asbestos plaintiffs to settle pending
asbestos-related claims.  The Three-Party Agreements allocated
responsibility for payment of asbestos claims between Fibreboard
and Continental, and contemplated that the parties might
reapportion their payment obligations in future agreements.

In December 1999, Fibreboard and Continental entered into a
Buckets Agreement, which reallocated their responsibilities under
the Three-Party Agreements.  The Buckets Agreement divided claims
into presently settled and committed claims.

In 2001, the Court signed a stipulation between the Debtors and
Continental regarding the status and disposition of funds in the
Committed Claims Account and related matters under the Buckets
Agreement.  The Court held that Continental retained full
responsibility for paying the presently settled claims.  To
settle the Committed Claims, $44,000,000 was contributed into an
account.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the funds in the Committed Claims Account
are owned by Continental and managed by Bank One Trust Company.
Under the Buckets Agreement, Fibreboard must approve each of the
Committed Claims and direct Continental to make the payment.  
Upon that payment, Continental was then entitled to reimbursement
from the Committed Claims Account.

Currently, the Committed Claims Account has a balance of
approximately $34,000,000.

                      Unreimbursed $110,000

Before the Debtors' Petition Date, Continental paid $110,000 to
satisfy a portion of the Committed Claims.  However, the Debtors
filed for bankruptcy before Continental was reimbursed by the
Committed Claims Account.  With the automatic stay, Continental
has not yet been reimbursed.  Ms. Stickles notes that Continental
has made no further payments to settle the Committed Claims and
has not otherwise made distributions from the Committed Claims
Account.

The Debtors do not dispute that Continental is entitled to a
$110,000 reimbursement.

                       Continental Objects

Continental Casualty Company, on behalf of itself and its
affiliates, including CNA Casualty Company of California and
Columbia Casualty Company, clarifies that Claim No. 7664 asserts
various claims against Fibreboard, including the CNA Service Mark
Companies' claim for $110,000 that they had paid as of the
petition date for Committed Claims and for which they had not
received reimbursement; claims under the Buckets Agreement and
Tri-Lateral Agreement; and certain Indemnity Claims.

Continental argues that the 2001 Stipulation is limited to, and
does not extend beyond, the $110,000 Claim to the CNA Service
Mark Companies.  Carmella P. Keener, Esq., at Rosenthal, Monhait
& Goddess, P.A., in Wilmington, Delaware, tells Judge Fitzgerald
that the Stipulation does not affect the Other Claims in any way.

Fibreboard's Motion should not be understood as in any way
pertaining to, resolving, or prejudicing other claims of the CNA
Service Mark Companies, including matters covered by
Continental's objection to the confirmation of the Debtors' Plan,
Ms. Keener says.

Ms. Keener relates that Continental and the Debtors have been
actively negotiating a resolution of the Plan objection.  
Continental anticipates that its Confirmation Objection will be
resolved consensually between the parties.

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


OWENS CORNING: Florida Revenue Dept. Wants $1.3 Mil. Claim Paid
---------------------------------------------------------------
The State of Florida Revenue Department asks the U.S. Bankruptcy
Court for the District of Delaware to compel Owens Corning and its
debtor-affiliates to pay a sales and use tax claim totaling
$1,320,378 against Exterior Systems, Inc.

The Claim includes a $301,319 interest and a $203,812 penalty
accrued as of August 22, 2006, under Florida's Revenue Laws.

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


PETCO ANIMAL: Raised Term Loan Prompts S&P to Affirm B Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on PETCO Animal Supplies Inc.'s term loan due
2013, following the announcement that the company will increase
the size of the term loan by $50 million, to $700 million.

Pro forma for the increased loan, PETCO's credit facilities will
consist of a $200 million revolving credit facility (unrated) and
a $700 million term loan.  The term loan is rated 'B', the same as
the corporate credit rating, with a recovery rating of '2',
indicating the expectation of substantial (80%-100%) recovery of
principal in the event of a payment default.

Proceeds of the credit facilities, along with the proceeds of
$500 million in mezzanine notes and about $773 million in equity
contribution, will be used to fund the acquisition of PETCO by
Leonard Green & Partners L.P., Texas Pacific Group, and a
management group, and to repay existing indebtedness.

                           Ratings List

PETCO Animal Supplies Inc.

        Corporate credit rating      B/Negative/--

Rating Affirmed

       $700 million term loan        B
       Recovery rating               2


PHOTOWORKS INC: Sells $3.1 Million of Common Stock and Warrants
---------------------------------------------------------------
PhotoWorks(R), Inc., entered into agreements to sell for cash
common stock and warrants in an aggregate amount of $3,100,000.

The Company will issue 8,860,714 shares of common stock at a price
of $.35 per share and will issue warrants to purchase an
additional 2,215,179 shares of common stock at an exercise price
of $.50 per share.  The warrants expire on Oct. 9, 2011.  The
agreements are subject to customary closing conditions.

As a result of the financing, convertible notes in the principal
amount of $3,000,000 plus accrued interest in the amount of  
$122,792 will convert into 8,922,271 shares of common stock at a
conversion price of $.35 per share, the Company disclosed.  In
addition, warrants to purchase an additional 357,143 shares of
common stock at an exercise price of $.50 per share will be issued
to holders of the notes.

The Company will also issue an additional 670,250 warrants to
Craig Hallum Partners for investment banking services in
connection with the financings.

The Company says that the shares and warrants are being issued in
reliance on the exemption provided by Section 4(2) of the
Securities Act of 1933 and Regulation D promulgated thereunder.  
The conversion of the notes into shares of common stock and
warrants is exempt from registration pursuant to Section 3(a)(9)
of the Securities Act.  The original issuance of the notes was
exempt from registration under Section 4(2) of the Securities Act
and Regulation D promulgated thereunder.

Headquartered in Seattle, Washington, PhotoWorks(R), Inc.,
(OTCBB:FOTO) -- http://www.photoworks.com/-- is an Internet based    
digital photo-publishing company.  The company's web based
services allow PC and Mac users to create hard bound photo books,
customized greeting cards, calendars, prints and other photography
sourced products straight from their computers.  Formerly known as
Seattle Film Works, PhotoWorks has a 30-year national heritage of
helping photographers share and preserve their memories with
innovative and inspiring products and services.

                        Going Concern Doubt

Williams & Webster, PS, expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
the financial statements for the year ending Sept. 30, 2005.  The
auditing firm pointed to the Company's net losses and cash flow
shortages.


PILGRIM'S PRIDE: Gold Kist Snubs Purchase Offer
-----------------------------------------------
Gold Kist Inc.'s Board of Directors has rejected as inadequate
Pilgrim's Pride Corporation's unsolicited tender offer to acquire
all outstanding shares of common stock of Gold Kist at a price of
$20.00 per share.  

Gold Kist's Board consulted with its financial and legal advisors
and its Special Committee of independent directors on the merits
of the offer.  After careful consideration, the Board of Directors
reached its decision that the tender offer is not in the best
interests of stockholders.  

"Our Board unanimously determined that the offer is inadequate and
does not fully reflect the value of Gold Kist, including the
Company's strong market position and future growth prospects,"
said John Bekkers, Gold Kist President and CEO.  "We have
successfully positioned ourselves to take advantage of attractive
growth opportunities in key markets and are confident in our
prospects."

In arriving at its decision, Gold Kist's Board and the Special
Committee considered numerous factors, including:

     -- Pilgrim's offer is inadequate, does not fully reflect the
        stand alone value of Gold Kist, including its strong
        market position and its future growth prospects, and was
        made at a time when Gold Kist's stock price was
        temporarily depressed following a recent cyclical downturn
        in the industry.

     -- the offer values Gold Kist at a price below recent trading
        levels.

     -- the Board of Directors believes the Company's strategic
        plan will yield greater stockholder value than the offer
        and that the current management and Board structure of
        Gold Kist are built upon sound corporate governance
        principles.  The Board also believes that current
        management and Board of Directors are uniquely situated to
        execute the Company's long-term plan and deliver maximum
        value to Gold Kist stockholders.

     -- The Board is committed to continuing to explore
        alternatives to maximize stockholder value.

     -- The offer is subject to numerous conditions, which result
        in significant uncertainty that the offer will be  
        consummated.

Gold Kist has filed a lawsuit in federal court in the Northern
District of Georgia seeking to enjoin Pilgrim's from proceeding
with its solicitation of Gold Kist stockholders to add its own
officers to the Board of Directors of Gold Kist.  The lawsuit
alleges that Pilgrim's attempt to add nine of its own officers to
the Board of Directors of Gold Kist would, if successful, violate
Section 8 of the Clayton Act, which prohibits officers and
directors of companies of a certain size from sitting on the board
of directors of a competitor.  The lawsuit seeks to enjoin
Pilgrim's efforts to elect its nominees in violation of the
Clayton Act.  The lawsuit also alleges violations of the
Securities and Exchange Commission's proxy and tender offer rules
by Pilgrim's for failing to disclose to stockholders that the
election of the Pilgrim's nominees would violate the Clayton Act.

                         About Gold Kist

Based in Atlanta, Georgia, Gold Kist Incorporated (NASDAQ: GKIS)
-- http://www.goldkist.com/-- operates a fully integrated chicken   
production, processing and marketing business.  Gold Kist's
production operations include nine divisions located in Alabama,
Florida, Georgia, North Carolina and South Carolina.

                      About Pilgrim's Pride

Headquartered in Pittsburg, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,  
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the United
States, Mexico and in Puerto Rico.  Pilgrim's Pride employs
approximately 40,000 people and has major operations in Texas,
Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina,
Pennsylvania, Tennessee, Virginia, West Virginia, Mexico and
Puerto Rico, with other facilities in Arizona, Florida, Iowa,
Mississippi and Utah.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Moody's Investors Service placed the Ba3 senior unsecured, the B1
senior subordinated, and the Ba2 corporate family ratings of
Pilgrim's Pride Corporation under review for possible downgrade.
The review followed Pilgrim's announcement that it intends to
commence a cash tender offer to purchase all of the outstanding
shares of Gold Kist, Inc. for approximately $1 billion, as well as
offer to acquire Gold Kist's $130 million in 10.25% senior notes.

As reported in the Troubled Company Reporter on Aug. 24, 2006,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and other ratings on Pilgrim's Pride on CreditWatch
with negative implications following the company's unsolicited bid
for Gold Kist Inc.


PRESIDENT CASINOS: Resolves Competing Ch. 11 Reorganization Plans
-----------------------------------------------------------------
President Casinos, Inc. and its subsidiary, President Riverboat
Casino-Missouri, Inc., have entered into a Settlement Agreement
with Pinnacle Entertainment, Inc. and the Official Committee of
Equity Security Holders of President which resolves the dispute
between the competing alternative bankruptcy reorganization plans
which have been filed in PRC-MO's Chapter 11 bankruptcy
proceedings pending in the U.S. Bankruptcy Court for the Eastern
District of Missouri.  Under the Settlement Agreement, the
alternative reorganization plan proposed by the Official Equity
Committee will be withdrawn, and the parties will implement
various amendments to the existing reorganization plan filed by
PRC-MO and the purchase agreement for Pinnacle's pending purchase
of PRC-MO.

Previously, PRC-MO, which conducts President's St. Louis, Missouri
gaming operations, had filed a plan of reorganization designed to
implement the terms of a purchase agreement pursuant to which
Pinnacle would purchase the stock of PRC-MO for approximately
$31.5 million.  Thereafter, U.S. Bankruptcy Court for the Eastern
District of Missouri appointed the Official Equity Committee to
represent the interests of the stockholders of President.  The
Official Equity Committee subsequently filed its own alternative
plan of reorganization which, among other things, provided that
President would retain ownership of PRC-MO and its St. Louis
gaming operations and the debt obligations of President and PRC-MO
would be reorganized with funds from third-party lenders.

Under the Settlement Agreement, the proposed reorganization plan
filed by the Official Equity Committee will be withdrawn, and the
parties have agreed to continue with the consummation of the
purchase of PRC-MO by Pinnacle and to support the amended
reorganization plan filed by PRC-MO.  Additionally, the
reorganization plan previously filed by PRC-MO will be amended in
various respects, including a reduction in the amount to be paid
to President's bondholders under the plan by $5 million which will
be permanently waived; an additional $5 million will be deferred,
and will be payable from one-half of any future amounts in excess
of $5 million recovered by President pursuant to certain pending
litigation and tax refund claims.  In addition, Pinnacle's
purchase agreement for the purchase of PRC-MO will be amended to
provide, among other things, that if the amended PRC-MO plan is
not confirmed prior to Jan. 1, 2007, the purchase price payable by
Pinnacle for the stock of PRC-MO will be reduced by an amount
equal to the adjusted EBITDA of PRC-MO during the period
commencing on Jan. 1, 2007 and ending on the date on which the
amended plan is confirmed.

The Settlement Agreement is contingent upon approval of the U.S.
Bankruptcy Court for the Eastern District of Missouri.  In
addition, the final sale of PRC-MO to Pinnacle is subject to
confirmation of the amended PRC-MO plan and approval by the
Missouri Gaming Commission.

Headquartered in St. Louis, Missouri, President Casinos Inc. --
http://www.presidentcasino.com/-- currently owns and operates a  
dockside gaming casino in St. Louis, Missouri through its wholly
owned subsidiary, President Missouri.  The Debtor filed for
chapter 11 protection on June 20, 2002 (Bankr. S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade Hockett, Esq., at Hockett Thompson Coburn
LLP, represents the Debtors in their restructuring efforts.  David
A. Warfield, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Official Committee of Unsecured Creditors.  Thomas
E. Patterson, Esq., and Ronn S. Davids, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP and E. Rebecca Case, Esq., and Howard S.
Smotkin, Esq., at Stone, Leyton & Gershman, P.C., represent the
Official Committee of Equity Security Holders.


PROCARE AUTOMOTIVE: Unsecured Creditors to Recover 25% Under Plan
-----------------------------------------------------------------
ProCare Automotive Service Solutions LLC delivered to the U.S.
Bankruptcy Court for the Northern District of Ohio its Chapter 11
Plan of Liquidation and an accompanying Disclosure Statement
explaining that Plan.

                           Asset Sale

The Debtor reminds the Court that at the outset of its case, a
prompt sale of substantially all of its assets as a going-concern
was its only viable alternative.  The Debtor, on Apr. 26, 2006,
conducted an auction and after consulting the Official Committee
of Unsecured Creditors and the Prepetition Lenders, determined
that Monro Muffler Brake, Inc., submitted the highest and best
bid.

The Sale price for substantially all of the Debtor's assets was
approximately $14.47 million.  Proceeds were used to pay in full
the $1.6 million borrowed from Monro under the DIP Facility and in
accordance with the provisions of the Cash Collateral Order,
$3,333,000 of the sale proceeds was paid to the Prepetition
Lenders as an interim payment in partial satisfaction of their
Secured Claims.

The remaining proceeds of the Sale, coupled with other residual
Estate assets, were used to pay Secured Claims, administrative
costs of the Estate during the wind-down phase and fund payments
under the Plan.

As of the closing date of the Sale, all operations of the Debtor
were transferred to Monro and the Debtor's business operations
ceased as of Apr. 29, 2006.

               Sale of Remaining Real Properties

The Debtor discloses that it owns two real properties that serve
as gas stations located in Marion, Ohio and Fairfield, Ohio.  The
two properties were not included in the sale to Monro.

The Debtor intends to sell these Properties as part of the wind-
down process and has retained the professional services of David
G. Cole, commercial real estate consultant, to market and sell the
Properties.  The Debtor says that claims of holder of liens
against the properties will be classified as Other Secured Claims
and receive the treatment provided for in the Plan.

The net proceeds from the sale shall become part of the Creditor
Trust Assets and shall be remitted to the Creditor Trust.

                      Funding for the Plan

The Creditor Trust Assets will provide the funding for the Plan.
On the effective date, the Debtor shall transfer and convey all
right, title and interest in the Creditor Trust Assets to the
Creditor Trust, and all Creditor Trust Assets shall automatically
and irrevocably vest in the Creditor Trust without further action
on the part of the Debtor or the Creditor Trustee, and with no
reversionary interest in the Debtor.  The Debtor, however, will
retain sufficient Cash to satisfy all Administrative Claims,
Secured Claims, Other Priority Claims and Priority Tax Claims that
were Allowed Claims as of the effective date.  The Debtor will
retain a sufficient amount of Cash, to be determined by agreement
between the Debtor and the Committee, to enable the Debtor to fund
any outstanding wind-down operations of the Debtor, which would be
impractical or inefficient to assign to the Creditor Trustee.

Any Cash remaining in the Debtor's possession after all of the
foregoing Allowed Claims are satisfied, and the wind-down
operations completed, will be promptly remitted to the
Creditor Trust and become part of the Creditor Trust Assets.

                     Treatment of Claims

Under the Plan, Administrative Claims, Priority Claims and Other
Priority Claims will be paid in full and in cash.

Holders of Other Secured Claims, in the event that their claims
have not been satisfied in full, will receive on the distribution
date, in full satisfaction, settlement, release and discharge of
their claims, cash in an amount equal to the allowed amount of
their claims.

The Debtor tells the Court that General Unsecured Claims,
estimated at $10.5 million, does not include recoveries or Claims
arising out of the Litigation Rights.  On the distribution date,
holders of unsecured claims will receive their pro rata share of
the available cash in accordance with the terms of the Creditor
Trust Agreement.  The Debtor estimates that unsecured creditors
will have a 25% recovery.

Holders of interests will receive nothing under the Plan and those
interests will be cancelled.

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offered maintenance and
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operated 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  Scott N. Opincar, Esq., at
McDonald Hopkins Co., LPA, represents the Official Committee of
Unsecured Creditors.  Joseph M. Geraghty at Conway MacKenzie &
Dunleavy gives financial advisory services to the Committee.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


REFCO INC: Chapter 7 Trustee Wants Rogers Funds Claims Pact Okayed
------------------------------------------------------------------
Rogers Raw Materials Fund, L.P., and Rogers International Raw
Materials Fund, L.P., filed on July 11, 2006, Claim Nos. 251 and
252 against Refco, LLC.  The Rogers Claims asserted customer net
equity under Section 766(h) of the Bankruptcy Code, commodities
fraud and aiding and abetting under 7 U.S.C. Section 6b, common
law fraud, contribution, negligence, conversion, breach of
fiduciary duty, and breach of contract.

On July 22, 2006, Beeland Management Company, L.L.C., Walter
Thomas Price and Allen Goodman filed Claim Nos. 253 to 255
against Refco LLC for contribution or indemnification in respect
of certain claims asserted against them related to the Rogers
Funds' losses at Refco, Inc.  The Price Futures Group, an
affiliate of the Rogers Funds Parties, also filed Claim Nos. 192
and 193 against the Chapter 7 Debtor on June 16, 2006.

Albert Togut, as Chapter 7 trustee for the Refco LLC estate,
disputes the Claims.

The parties engaged in good faith, arm's-length discussions to
resolve the Claims.  Mr. Togut asks the U.S. Bankruptcy Court for
the Southern District of New York to approve their settlement.

Under the Settlement, the parties agreed to:

   (i) the withdrawal of all of the Rogers Funds Parties' and
       the Price Futures Groups' claims against Refco LLC, other
       than claims provided for in a settlement agreement between
       Refco Capital Markets' estate, and certain of its
       securities customers and general unsecured creditors,
       which has been approved by the Court; and

  (ii) the allowance of a $30,000,000 general unsecured claim
       against Refco LLC for the Rogers Funds.

The Chapter 7 Trustee, the Rogers Funds Parties, and RCM Trustee
Marc Kirschner also agreed to the mutual release of any other
related claims between or among the parties, including the RCM
Trustee's waiver of its right to seek to reduce the distributions
to the Rogers Funds under the RCM Settlement by the amount of the
claim allowed against Refco LLC.

J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, asserts that the Settlement is critical to the
confirmation of a global plan and settlement involving all of the
estates.

Mr. Milmoe notes that even if the Court's decision were to
sustain the Chapter 7 Trustee's objections in full, the Rogers
Funds would likely appeal.  In that event, the Chapter 7 Trustee
would be required to reserve for the full amount of the Rogers
Funds' Claims.  Mr. Milmoe says that a substantial reserve would
adversely affect the global plan and settlement embodied in the
Chapter 11 Debtors' Plan of Reorganization and could jeopardize
the RCM Settlement.

Mr. Milmoe states that the settlement of complex commodities-
related claims asserted in amounts exceeding $375,000,000 in
exchange for a single allowed claim of $30,000,000 -- less than
10% of the claimed amount -- is reasonable on its face and is
clearly in the best interests of the estates.

Furthermore, Mr. Milmoe maintains that the Settlement will avoid
substantial risks, costs and uncertainties that future litigation
and appeals would otherwise entail.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 44; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Wants Solicitation & Tabulation Procedures Established
-----------------------------------------------------------------
Refco, Inc., and its debtor-affiliates remind the Hon. Robert D.
Drain of the U.S. Bankruptcy Court for the Southern District of
New York that they filed a Plan of Reorganization and Disclosure
Statement together with Marc Kirschner, the Chapter 11 Trustee for
Refco Capital Markets, Ltd., on September 14, 2006.  After further
negotiations with their creditor constituencies, the Debtors,
together with the RCM Trustee and the official committees of
unsecured creditors appointed in their cases, delivered an Amended
Plan of Reorganization and Disclosure Statement on October 6,
2006.

To facilitate consideration of their Plan, the Debtors ask the
Bankruptcy Court to establish December 15, 2006, as the
commencement date of the Plan confirmation hearing, as may be
continued from time to time in open court without further notice
to parties-in-interest.

The Debtors also ask Judge Drain to set:

   (i) December 1, 2006, at 4:00 p.m., as the deadline for
       filing objections to the Plan Confirmation;

  (ii) November 20, 2006, at 4:00 p.m., as the deadline to
       object to claims solely for Plan voting purposes;

(iii) November 28, 2006, as 4:00 p.m., as the deadline for
       filing motions seeking temporary allowance of claims for
       voting purposes, pursuant to Rule 3018(a) of the Federal
       Rules of Bankruptcy Procedure; and

  (iv) December 8, 2006, at 5:00 p.m., as the deadline by which
       Ballots for accepting or rejecting the Plan must be
       received by Financial Balloting or Omni Management Group,
       LLC, if they are to be counted.

The Debtors propose that any party who timely files a Rule
3018(a) Motion will be provided a ballot and permitted to cast a
provisional vote to accept the Plan.  If, and to the extent that,
the Debtors and that party are unable to resolve the issues
raised by the Rule 3018(a) Motion before the Plan voting
deadline, the Court will determine at the Confirmation Hearing
whether the provisional ballot should be counted as a vote on the
Plan and, if so, the amount in which that party will be entitled
to vote.

             Treatment of Claims for Voting Purposes

The Debtors classify "non-voting claims" as claims that are
listed in their schedules of assets and liabilities as disputed,
contingent or unliquidated, and which are not the subject of a
timely filed proof of claim, or a claim deemed timely filed with
the Court.

The Debtors ask the Court that the Non-Voting Claimholders will
be denied treatment as creditors to vote on and receive
distributions and notices under the Plan.

The Debtors also want that any disputed claim will be determined
ineligible to vote on the Plan.  The Debtors insist that those
claims will not be counted in determining whether the Section
1126(c) requirements have been met:

   (i) unless any claim has been temporarily allowed for voting
       purposes; or

  (ii) except to the extent that the objection to that claim has
       been resolved in the creditor's favor.

For voting purposes, the Debtors propose that the claim amount
used to calculate acceptance or rejection of the Plan under
Section 1126 will be (x) the actual claim amount scheduled by the
Debtors, or (y) the liquidated amount of a timely filed claim.

In addition, the Debtors seek that the ballots cast by certain
claimants holding non-substantive claims will not be counted
toward satisfying the aggregate dollar amount provision of
Section 1126(c) numerosity requirement, unless temporarily
allowed by the Court in a specific amount for voting purposes.

                       Voting Record Date

To set a record date for determining the "holders of stocks,
bonds, debentures, notes and other securities" entitled to
receive ballots and other materials specified in Rule 3017(d),
the Debtors' securities registrars need advance notice to enable
responsible parties to assemble ownership lists of publicly
traded debt and equity securities.

J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, relates that since Bankruptcy Rules 3017(d) and
3018(a) purport to set a record date based on when the Court
clerk records an official order, those rules in essence require
ownership lists to be prepared retroactively, even though it
cannot be done accurately.

Accordingly, the Debtors ask Judge Drain to exercise his power
under Section 105(a) to set October 16, 2006, as the record date
for determining:

   -- creditors and equity holders entitled to receive
      solicitation packages and related materials, if any; and

   -- creditors entitled to vote to accept or reject the Plan
      and elect certain treatment, notwithstanding anything to
      the contrary in the Bankruptcy Rules.

                Solicitation Package and Ballots

Pursuant to Bankruptcy Rule 3017(d), the Debtors propose to
deliver by first class mail, within five business days after the
Disclosure Statement approval:

   (a) a Confirmation Hearing notice to all of their known
       creditors, the Senior Subordinated Note Indenture Trustee
       and equity security holders as of the Voting Record Date,
       and all other entities required to be served under
       Bankruptcy Rules 2002 and 3017; and

   (b) a copy of a notice of non-voting status with respect to
       unimpaired classes to:

          * claimholders in Contributing Debtors Classes 1, 2
            and 3 under the Plan;

          * claimholders in FXA Classes 1, 2 and 3;

          * claimholders in RCM Classes 1 and 2; and

   (c) a copy of a notice of non-voting status with respect to
       impaired classes to:

          * holders of claims and interests in Contributing
            Debtors Classes 7 and 8;

          * claimholders in FXA Class 7; and

          * claimholders in RCM Class 6.

The Debtors seek that the Non-Voting Packages will be deemed to
constitute an adequate alternative disclosure statement to
impaired non-voting classes under Section 1125(c) and a summary
plan under Bankruptcy Rule 3017(d).

In addition, the Debtors propose to mail to claimholders in
Contributing Debtors Classes 4, 5 and 6; claimholders in FXA
Classes 4, 5 and 6; and claimholders in RCM Classes 3, 4 and 5 an
information and solicitation package, containing:

   (1) a copy or conformed printed version of the Disclosure
       Statement and a copy of the Disclosure Statement order;

   (2) one or more ballots appropriate for a specific creditor;
       and

   (3) the Confirmation Hearing Notice.

To avoid duplication and to reduce expenses, the Debtors propose
that:

   (i) creditors holding unimpaired and impaired claims will
       receive only the Solicitation Package appropriate for the
       applicable impaired class; and

  (ii) creditors who have filed duplicate claims in any given
       class will receive only one Solicitation Package and one
       Ballot for voting their claims and will be entitled to
       vote their claim only once with respect to that class.

The appropriate Ballot forms, as applicable, will be distributed
to claimholders who are entitled to vote to accept or reject the
Plan:

   Ballot D-1   Beneficial Owner Ballot for Senior Subordinated
                   Note Claims

   Ballot D-2   Ballot for Class 5 Contributing Debtors General
                   Unsecured Claims

   Ballot D-3   Ballot for Class 6 RCM Intercompany Claims

   Ballot D-4   Ballot for Class 5(a) FXA General Unsecured
                   Claims

   Ballot D-5   Ballot for Class 6 FXA Convenience Claims

   Ballot D-6   Ballot for Class 3 RCM FX/Unsecured Claims

   Ballot D-7   Ballot for Class 4 RCM Securities Customer
                   Claims

   Ballot D-8   Ballot for Class 5 RCM Leuthold Metals Claims

                       Noteholder Election

Pursuant to the Plan, the Debtors propose that an election
declining to receive BAWAG Proceeds by holders of Senior
Subordinated Note Claims who voted to accept the Plan may be
disregarded.  The Debtors also want that the Senior Subordinated
Note Claimholders who fail to vote their claims will be deemed to
accept the receipt of Senior Subordinated Note Claims BAWAG
Proceeds as a component of their pro rata share of a Senior
Subordinated Note Holder Distribution.

To facilitate the election by Noteholders not to receive BAWAG
Proceeds, the Debtors will mail a BAWAG Opt-Out election form to
each Senior Subordinated Note Claimholder determined as of the
Voting Record Date.

Nominees holding the Senior Subordinated Notes will be required
to forward information with respect to the Noteholder Election to
beneficial owners of Senior Subordinated Notes and to effect any
Noteholder Election on their behalf through a Depository Trust
Company's Automated Tender Offer Program system.  The Nominees
may use the BAWAG Opt-Out Election Form provided or other means
as they customarily may use to obtain instructions with respect
to an election on account of the beneficial owner's claim.

To effect the Noteholder Election, each Senior Subordinated Note
Claimholder must:

   (i) provide instructions to its Nominee sufficiently far in
       advance of the Voting Deadline by electronically
       tendering the holder's Senior Subordinated Notes to The
       Depository Trust Company; and

  (ii) vote to reject the Plan, and ensure that the vote is
       received by Financial Balloting Group LLC, the Debtors'
       proposed special voting agent, by the Voting Deadline.

The Debtors further seek the Court's authority to adopt, as
necessary, any additional procedures consistent with the
provisions of the Noteholder Elections.

           Ballot Election to Decline Certain Proceeds

In accordance with the Plan, in the event that BAWAG is sold for
an amount in excess of EUR1,800,000,000, the Debtors propose
that:

   (a) holders of Contributing Debtors General Unsecured Claims
       who fail to vote their claims will be deemed to accept
       the distribution, if any, of the Contributing Debtors
       BAWAG Proceeds;

   (b) holders of RCM FX/Unsecured Claims and RCM Securities
       Customer Claims that fail to vote their claims will be
       deemed to accept RCM BAWAG Proceeds as a component of
       their Distribution from RCM;

   (c) each holder of a Contributing Debtors General Unsecured
       Claim, FXA General Unsecured Claim, RCM FX/Unsecured
       Claim or RCM Securities Customer Claim will be deemed to
       have agreed to contribute its Non-Estate Refco Claims to
       the Private Actions Trust contemplated by the Global Term
       Sheet.

The Debtors further seek that holders of the Contributing Debtors
General Unsecured Claim, FXA General Unsecured Claims, RCM
FX/Unsecured Claims and RCM Securities Customer Claims that fail
to vote their claims will be excluded from participation in the
Private Actions Trust.

     Ballot Election for Treatment as FXA Convenience Claim

According to Mr. Milmoe, each holder of a Class 5 FXA General
Unsecured Claim in an amount greater than $10,000 may elect to
have its claim reduced to $10,000 and treated as a Class 6 FXA
Convenience Claim under the Plan.  In this light, the Debtors
propose that Class 5 FXA General Unsecured Claimholders electing
treatment as Class 6 FXA Convenience Claims will be deemed to
have voted their Class 6 Claims to accept the Plan.

Under the Plan, the aggregate amount of distributions to Class 6
FXA Convenience Claims is capped at $5,000,000.  To the extent
that the elections of Class 5 FXA General Unsecured Claims to
receive treatment as Class 6 FXA Convenience Claims result in the
aggregate allowed amount of claims in Class 6 exceeding
$5,000,000, the claims permitted to elect that treatment will be
determined by reference to the amount of the claim, with the
claim in the lowest amount being selected first and the next
largest claim being selected thereafter until the $5,000,000 cap
is reached.

The Debtors propose that, to the extent any Class 5 FXA General
Unsecured Claimholder that has elected treatment as a Class 6 FXA
Convenience Claim, but has to be denied that treatment due to
oversubscription, the vote initially cast by that holder will be
counted in the tabulation of votes in Class 5.

Moreover, the Debtors propose that unless the holders of Class 3
RCM FX/Unsecured Claims and Class 4 RCM Securities Customer
Claims make the appropriate Ballot election, those holders will
be deemed to have agreed (i) to assign their RCM Related Debtor
Claims to the Litigation Trust, and (ii) to release their RCM
Related Claims against any non-Debtor Refco entity.  The Debtors
also seek that those holders that fail to vote their claims will
be deemed not to have assigned their RCM Related Debtor Claims to
the Litigation Trust or released their RCM Related Claims against
non-debtor entities.

                          Ballot Method

To facilitate the mailing of Solicitation and Non-Voting
Packages, the Debtors ask the Court to direct Wells Fargo Bank,
National Association, the indenture trustee for the Senior
Subordinated Notes, and The Bank of New York, the transfer agent
for the Debtors' equity securities, to provide Financial
Balloting, by October 19, 2006, with the names, addresses, and
account numbers of the recordholders as of the Record Date.

In addition, the Debtors seek that the Nominees through which
beneficial owners hold Senior Subordinated Notes or equity
securities promptly distribute Solicitation Packages or Non-
Voting Packages, as appropriate, to certain holders, and
cooperate with Financial Balloting to accomplish the
distribution, in any case no later than five business days after
receipt by the Nominees of the Packages.  The Debtors will
provide Nominees with sufficient quantities of those Packages to
permit service of those documents on their beneficial owners.

The Debtors want the Nominees to obtain votes of beneficial
owners of Senior Subordinated Notes according to these
procedures:

   (a) A Nominee may forward the Solicitation Package to each
       beneficial owner of the Senior Subordinated Notes for
       whom it acts as a Nominee for voting and include a
       postage-prepaid, return envelope provided by and
       addressed to the Nominee so that the beneficial owner may
       return the completed beneficial owner Ballot directly to
       its Nominee; or

  (ii) A Nominee may prevalidate the Ballot by signing it and
       forward the Solicitation Package along with the
       prevalidated Ballot to the beneficial owner of the Senior
       Subordinated Notes for voting, so that the beneficial
       owner may return the completed Ballot directly to
       Financial Balloting.

                  Voting & Tabulation Procedures

To avoid the potential for inconsistent results, the Debtors ask
Judge Drain to establish these guidelines for tabulating votes:

   (1) Any Ballot or Master Ballot, as appropriate, that is
       properly executed and timely received, and that is cast
       as either an acceptance or rejection of the Plan, will be
       counted and will be deemed to be cast as an acceptance or
       rejection of the Plan.

   (2) Each record holder or beneficial owner of the Senior
       Subordinated Notes will be deemed to have voted the full
       principal amount of its claim, notwithstanding anything
       to the contrary on the Ballot.

   (3) Ballots or Master Ballots that are, inter alia, received
       after the Voting Deadline will not be counted any purpose
       in determining whether the Plan has been or rejected.

   (4) Ballots or Master Ballots sent by facsimile transmission,
       are illegible, or that contain insufficient information to
       permit the identification of the claimants will not be
       counted.

   (5) Ballots or Master Ballots that do not explicitly indicate
       the vote, are cast by a non-voting entity, do not contain
       an original signature, split the vote, or do not match an
       existing database record will not be counted.

   (6) Ballots or Master Ballots other than the official form
       sent will not be counted.

The Debtors propose these procedures for tabulating votes cast by
holders of Senior Subordinated Notes:

   (a) All Nominees through which beneficial owners hold Senior
       Subordinated Notes are required to receive and summarize
       on a Master Ballot all beneficial owner Ballots cast by
       the beneficial owners they serve and then return the
       Master Ballot to Financial Balloting on or before the
       Voting Deadline.

   (b) Nominees are required to retain Court inspection for one
       year following the Voting Deadline (x) the Ballots cast
       by their beneficial owners and (y) any BAWAG Opt-Out
       Election Forms received.

   (c) Votes cast by the beneficial owners through a Nominee and
       transmitted by means of a Master Ballot will be applied
       against the positions held by that Nominee.

   (d) Votes submitted by a Nominee on a Master Ballot will not
       be counted in excess of the position maintained by the
       Nominee on the Record Date.

   (e) To the extent that conflicting, double or over-votes are
       submitted on Master Ballots and prevalidated Ballots,
       Financial Balloting will attempt to resolve those votes
       before the vote certification to ensure that the votes of
       beneficial owners of Senior Subordinated Notes are
       accurately tabulated.

        Treatment of Contributing Debtors Class 7 Holders

The Debtors believe that the Bankruptcy Code does not require the
solicitation of votes from the holders of Contributing Debtors
Class 7 Subordinated Claims and Class 8 Old Equity Interests, so
long as the holders of those claims and interests are provided an
opportunity to object to the Plan confirmation.

Mr. Milmoe states that because holders of Class 7 Subordinated
Claims and Class 8 Old Equity Interests are not legally entitled
to a distribution under the Plan, and consistent with Section
1126(g), Classes 7 and 8 may be deemed to have rejected the Plan,
notwithstanding any distribution proposed for those Classes.

Mr. Milmoe states that the agreement of the Debtors, the RCM
Trustee, the Secured Lenders, the holders of Senior Subordinated
Notes, and other major case constituencies to permit a
distribution to the holders of Classes 7 and 8 should not result
in a requirement that the Debtors solicit votes on the Plan from
those holders.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 44; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Auctioning Nursing School Assets on November 9
--------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to approve bidding procedures for an auction
to select the party with whom they will enter into:

    (i) a management agreement relating to the day-to-day
        management of:

        -- The School of Nursing of Saint Vincent's Catholic
           Medical Centers of New York for Brooklyn and
           Queens; and

        -- The School of Nursing of Saint Vincent's Catholic
           Medical Centers for Staten Island; and

   (ii) an option agreement granting the successful bidder an
        option to acquire certain assets of the Nursing Schools.

The Debtors intend to hold an auction on November 9, 2006, at the
office of Weil Gotshal in New York, which auction will only be
held if qualified bids of sufficient value are received before
the November 1 deadline for submitting bids.

The Nursing Schools train students in a two-year degree-granting
program.  Saint Vincent Catholic Medical Centers has 255 students
enrolled and has accepted and oriented a new class for the
2006-2007 academic year.  The Nursing Schools charge tuition to
students who either pay directly, through scholarships, or
through Title IV federal loan programs.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, says the economic synergy between the Nursing Schools and
the Debtors' other businesses has weakened because tuition has
been insufficient to cover costs.  The Debtors' aggregate annual
loss attributable to the Nursing Schools is in excess of $850,000
per year.

The Debtors began marketing the Nursing Schools in February 2006
and have had discussions regarding a sale and transfer of the
Nursing Schools with eight not-for-profit entities and two
for-profit entities.

The Debtors reviewed the alternatives for the Nursing Schools --
either a sale to one of the Entities or closing of the Schools --
with the New York State Education Department and learned that it
would take SED 18 to 36 months to approve a sponsor for the
Schools that does not already have degree-granting authority in
New York.  Few of the Debtors' candidates currently have this
degree-granting authority.

Hence, the Debtors concluded that the best way to pursue a
transition for the Nursing Schools is to first establish a
relationship with a sponsor as an operating manager of the
Nursing Schools, with oversight by the Debtors, and then close a
sale after successful completion of the regulatory approval
process.  The contemplated Management Agreement will be in place
until the SED grants the new sponsor a license with degree-
granting authority.

In turn, the management company will operate the Nursing Schools
and have responsibility for the day-to-day activities, including
financial responsibilities for their operations.  The Debtors
will maintain ultimate supervisory authority over the management
of the Schools, but will have no financial obligation under the
arrangement, Mr. Troop explains.

Mr. Troop discloses that to date, the Debtors have not entered
into definitive agreements with any sponsor.

             Proposed Bidding Procedures and Auction

The Debtors will consult with the Official Committee of Unsecured
Creditors in evaluating bids.

Among other things, the Bidding Procedures provide that:

    * to participate in the bidding process, a bidder must
      deliver to the Debtors an executed confidentiality agreement
      and a written non-binding expression of interest, and submit
      a qualified bid;

    * prior to the Auction, but no later than October 18, 2006,
      the Debtors may enter into a stalking horse agreement with
      an entity that submitted a qualified bid;

    * at the Auction, the minimum initial overbid must provide,
      among other things, a commitment of at least $25,000 greater
      than the starting auction bid, and subsequent bids must be
      at least $25,000 greater than the prior bid; and

    * at the conclusion of the Auction, the Debtors will select,
      subject to Court approval, a bid as the highest or best for
      entry into the Agreements.

The Debtors will seek the Court's authority to enter into the
Agreements with the Successful Bidder on the approval hearing set
on November 16, 2006.

A full-text copy of the Bidding Procedures is available for free
at http://researcharchives.com/t/s?135a

                      Approval is Warranted

Mr. Troop maintains that the Bidding Procedures should be approved
because, among others things, they:

    -- will help ensure that the Debtors' estates receive the
       greatest benefit available from entry into the Agreements;

    -- are designed to attract the maximum number of bidders while
       allowing the Debtors to select a bid that provides maximum
       value to their estates and furthers their goals for the
       Nursing Schools;

    -- are fair and open, and do not unfairly favor any potential
       bidders; and

    -- sets out a timeframe that will allow parties sufficient
       time to conduct due diligence, and construct and submit
       informed competing bids, while still providing for
       expeditious entry into the Agreements and transfer of
       management of the Nursing Schools.

Moreover, Mr. Troop says, the Debtors will continue to negotiate
with potential bidders and reserve the right to enter into a
Stalking Horse Agreement prior to the hearing on the Bidding
Procedures if the Debtors believe that the agreement will further
the purposes of the Auction.

To minimize the potential disruption to the 2006-2007 academic
year from a change in management, the Debtors ask the Court to
waive the 10-day stay period under Rules 6004(h) and 6006(d) of
the Federal Rules of Bankruptcy Procedure.  If an objection to
the Agreements is filed, the Debtors ask the Court to reduce the
stay period to the minimum amount of time reasonably required by
the objecting party to file its appeal.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 36 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Plans Private Sale of Surplus Assets
----------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for authority to privately sell certain of
its surplus assets free and clear of all liens, claims,
encumbrances and other interests.

The Debtors own tangible personal property that is no longer
useful to their business operations.  The Debtors estimate that
each individual surplus asset has a value of less than $75,000,
and an aggregate value of $300,000.

Majority of the Surplus Assets are equipment formerly used at St.
Mary's Hospital of Brooklyn or St. Joseph's Hospital.  The Debtors
are in the process of relocating the Surplus Assets to Bayley
Seton Hospital, Staten Island.

In connection with the sale, the Debtors will seek the Court's
authority to employ Pride Capital Group, LLC, doing business as
Great American Group, LLC, as their liquidator.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the sale will take place at Bayley Seton.  Great
American will be responsible for obtaining any permits or licenses
necessary to conduct the sale.

Any purchaser of Surplus Assets will be required to remove the
purchased assets from Bayley Seton, at the purchaser's cost,
within 10 days of the purchase or the Surplus Assets will be
deemed abandoned, with no refund to be paid to the purchaser.

Great American will supervise the removal of Surplus Assets to
ensure that it is completed without damage to the Assets or the
Debtors' property.

According to Mr. Troop, the Debtors lease some of the Surplus
Assets, which leases provide the Debtors with an option to
purchase the Assets for a minimal price at the expiration of their
terms.

Hence, the Debtors also seek the Court's authority to exercise any
Purchase Option if the proceeds from the sale of the applicable
Surplus Assets exceed the minimal purchase price.

Mr. Troop explains that the Sale will allow the Debtors to obtain
value from assets that would otherwise be discarded.

Mr. Troop notes that given the number and the de minimis value of
the Surplus Assets, selling them through a public auction would be
costly, burdensome, and would consume a substantial amount of the
proceeds.  In contrast, a private sale process will generate an
aggregate sale price substantially similar to that which could be
expected from the sale at a Court-approved auction, at a fraction
of the cost to the Debtors' estates.

Other than General Electric Capital Corporation, which has
consented to the sale of the Surplus Assets, the Debtors do not
believe that there are any liens, claims, encumbrances or other
interests on any of the Surplus Assets, Mr. Troop explains.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 36 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


SERACARE LIFE: Wants to Hire Mayer Hoffman as Auditors
------------------------------------------------------
SeraCare Life Sciences, Inc., asks the U.S. Bankruptcy Court for
the Southern District of California for permission to retain Mayer
Hoffman McCann P.C. as its auditors.

Mayer Hoffman will:

   (a) perform test counts of the Debtor's inventory recorded as
       of Sept. 30, 2006;

   (b) examine documentation and related information provided by
       the Debtor's audit committee and related personnel and its
       advisors;

   (c) communicate and attend at meetings with the Debtor's
       audit committee and related personnel and its advisors
       regarding the status of matters addressed by the Firm in
       its audit committee letter dated Dec. 15, 2005, and related
       investigations; and

   (d) conduct other audit related services as required by the
       Debtor's audit committee and advisors.

The firm says its holds a $38,500 prepetition retainer from the
Debtor.

Stuart Starr, a Mayer Hoffman shareholder, discloses that the
firm's professionals bill:

          Designation              Hourly Rate
          -----------              -----------
          Director                    $385
          Senior Manager              $315
          Supervising Senior          $210
          Senior                      $190
          Experienced Associate       $145
          Associate                   $115

Mr. Starr assures the Court that his firm does not hold any
interest materially adverse to the Debtor or its estate and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological   
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  Garrick A. Hollander,
Esq., Paul J. Couchot, Esq., and Peter W. Lianides, Esq.,
represent the Debtor.  The Official Committee of Unsecured
Creditors selected Henry C. Kevane, Esq., and Maxim B. Litvak,
Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, as its
counsel.  When the Debtor filed for protection from its creditors,
it listed $119.2 million in assets and $33.5 million in debts.


ST. JOHN KNITS: Moody's Holds $230 Million Loan's Rating at B1
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings to St John Knits
International Inc's corporate family rating and its secured first
lien credit facilities, following its review of recent operating
performance.  The company's rating outlook remains negative.

These ratings were affirmed:

St John Knits International Inc.

   * Corporate Family Rating at B1
   * Probability of Default rating at B2
   * $45 million first lien revolving credit facility at B1
   * $185 million first lien term loan at B1

St John Knits' B1 rating reflects the company's strong brand
identity in the luxury women's apparel market and its high
customer loyalty, which appears to have been retained
notwithstanding the negative reaction to changes in fit and
style undertaken in the company's Spring 2006 line.  At the same
time, the ratings also reflect the company's high dependence on
the St John's name and image, the relatively small scale of the
company in the apparel industry and its reliance on 3 major high
end department stores for a significant portion of revenues.

The rating outlook remains negative based on concerns the
company's recovery from its fashion miscues in 2006 may take
longer than anticipated.

Based in Irvine, California, St John Knits is a designer and
manufacturer of luxury womens' clothing under the 'St John Knits'
brand.  The company supplies product to leading high-end
retailers, its exclusive chain of high street retail stores
and through specialty stores in foreign.


THORNBURG MORTGAGE: Stable Credit Cues S&P to Affirm Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes from Thornburg Mortgage Securities Trust 2002-3.  At the
same time, ratings are affirmed on various transactions issued by
Thornburg Mortgage Securities Trust, including series 2002-3.

The raised ratings are based on positive pool performance and the
shifting interest feature of series 2002-3.  This transaction has
not experienced any realized losses.  Projected credit support
percentages range from 2.50x to 2.72x the credit enhancement
percentages associated with the higher rating categories.  The
pool has only two delinquent loans, which accounts for 0.99% of
the current pool balance.

The rating affirmations on the remaining classes reflect stable
credit support percentages, zero losses, and low delinquencies.
Credit support for the all of the pools comes from subordination.
In addition, series 2003-2, 2003-4, 2003-6, and 2004-1 benefit
from excess spread and overcollateralization.

As of the September 2006 remittance date, total delinquencies
ranged from 0.04% to 1.67%.  The outstanding pool balances ranged
from 15.51% to 96.34% of their original sizes.

Each pool consists primarily of prime hybrid adjustable-rate
mortgage loans secured by first liens on owner-occupied one- to
four-family residences.
  
                          Ratings Raised
   
                Thornburg Mortgage Securities Trust
              Mortgage loan pass-through certificates

                                          Rating
                                          ------
              Series    Class        To          From
              ------    -----        --          ----
              2002-3    B-2          AA-         A+
              2002-3    B-3          A-          BBB+
    
                         Ratings Affirmed
   
                Thornburg Mortgage Securities Trust
              Mortgage loan pass-through certificates

            Series     Class                     Rating
            ------     -----                     ------
            2002-3     A-1,A-2,A-3,A-4           AAA
            2002-3     B-1                       AA+
            2002-4     I-A,II-A,III-A,IV-A       AAA
            2002-4     B-1                       AA+
            2002-4     B-2                       A+
            2002-4     B-3                       BBB+
            2003-2     A,R-1,R-2                 AAA
            2003-2     M-1                       AA
            2003-2     M-2                       A
            2003-4     A-1,A-2                   AAA
            2003-4     M-1                       AA
            2003-4     M-2                       A
            2003-5     I-A,II-A,III-A,IV-A       AAA
            2003-5     R-I,R-II                  AAA
            2003-5     B-1                       AA
            2003-5     B-2                       A
            2003-5     B-3                       BBB
            2003-5     B-4                       BB
            2003-5     B-5                       B
            2003-6     A-1,A-2                   AAA
            2003-6     M                         AA
            2004-1     I-1A,I-2A,II-1A,II-2A     AAA
            2004-1     II-3A,II-4A               AAA
            2004-1     I-M,II-M                  AA
            2004-2     A-1,A-2,A-3,A-4,A-X,A-R   AAA
            2004-2     B-1                       AA
            2004-2     B-2                       A
            2004-2     B-3                       BBB
            2004-2     B-4                       BB
            2004-2     B-5                       B
            2004-3     A,A-X,A-R                 AAA
            2004-3     B-1                       AA
            2004-3     B-2                       A
            2004-3     B-3                       BBB
            2004-3     B-4                       BB
            2004-3     B-5                       B
            2004-4     I-A,I-AX,II-A,II-AX       AAA
            2004-4     III-A,III-AX,IV-A,IV-AX   AAA
            2004-4     V-A,V-AX,R-I,R-II         AAA
            2005-1     A-1,A-2,A-3,A-4,A-5       AAA
            2005-1     A-R                       AAA
            2005-1     B-1                       AA
            2005-1     B-2                       A
            2005-1     B-2                       A
            2005-1     B-3                       BBB
            2005-1     B-4                       BB
            2005-1     B-5                       B
            2005-2     A-1,A-2,A-3,A-4,A-R       AAA
            2005-2     A-X                       AAA
            2005-2     B-1                       AA
            2005-2     B-2                       A
            2005-2     B-3                       BBB
            2005-2     B-4                       BB
            2005-2     B-5                       B
            2005-3     A-1,A-2,A-3,A-4,A-X       AAA
            2005-3     R                         AAA
            2005-3     B-1                       AA
            2005-3     B-2                       A
            2005-3     B-3                       BBB
            2005-3     B-4                       BB
            2005-3     B-5                       B
            2005-4     A-1,A-2,A-3,A-4,A-4X      AAA
            2005-4     A-X,R-I,R-II,R-III        AAA
            2005-4     B-1                       AA
            2005-4     B-2                       A
            2005-4     B-3                       BBB
            2005-4     B-4                       BB
            2005-4     B-5                       B
            2006-1     A-1,A-2,A-3,A-R,A-X       AAA
            2006-1     B-1                       AA
            2006-1     B-2                       A
            2006-1     B-3                       BBB
            2006-1     B-4                       BB
            2006-1     B-5                       B
            2006-2     A-1-A,A-1-B,A-1-C,A-2-A   AAA
            2006-2     A-2-B,A-2-C,A-X-1,A-X-2   AAA
            2006-2     B-1                       AA
            2006-2     B-2                       A
            2006-2     B-3                       BBB
            2006-2     B-4                       BB
            2006-2     B-5                       B


TIAA CMBS: Credit Enhancements Cue S&P to Raise & Affirm Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on nine
classes of commercial mortgage pass-through certificates from TIAA
CMBS I Trust's series 2001-C1.

Concurrently, ratings are affirmed on the remaining eight classes
from the same series.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The upgrades of several senior certificates reflect the defeasance
of $154.6 million (17%) in collateral since issuance.

As of the Sept. 19, 2006, remittance report, the collateral pool
consisted of 174 loans with an aggregate trust balance of
$925.8 million, compared with 259 loans with a balance of $1.465
billion at issuance.

The master servicer, Capmark Finance Inc., reported primarily
full-year 2005 financial information for 99% of the pool, which
excludes the loans for the defeased collateral and $54.5 million
of credit tenant lease (CTL) loans.  Based on this information,
Standard & Poor's calculated a weighted average debt service
coverage (DSC) of 1.51x, compared with 1.52x at issuance.  None of
the loans in the pool are delinquent or with the special servicer,
and the trust has experienced one loss to date totaling
$2.7 million.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $212.9 million (23%) and a weighted average
DSC of 1.48x, compared with 1.46x at issuance.  The DSC figure
excludes the largest and the sixth-largest exposures, as they did
not report year-end 2005 DSC information.  

Using year-end 2004 information, these two exposures reported a
weighted average DSC of 1.59x.  Standard & Poor's reviewed
property inspections provided by the master servicer for all of
the assets underlying the top 10 loan exposures.  Five properties
were characterized as "excellent," while the remaining collateral
was characterized as "good."

Capmark reported a watchlist of 10 loans ($67.2 million, 7%).  The
Bennington Tower Apartments loan is the ninth-largest exposure
($16 million, 2%) and is secured by a 236-unit apartment property
in Atlanta, Ga., that is currently 91% occupied.  The loan is on
the watchlist because the property reported a year-end 2005 DSC of
0.81x, down from 1.53x at issuance.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.
    
                          Ratings Raised
     
                         TIAA CMBS I Trust
   Commercial mortgage pass-through certificates series 2001-C1
   
                         Rating
                         ------
            Class     To      From   Credit enhancement
            -----     --      ----   ------------------
            C         AAA      A+          19.50%
            D         AAA      A           17.12%
            E         AAA      A-          15.54%
            F         AA       BBB+        13.56%
            G         A+       BBB         11.98%
            H         BBB+     BB+          8.42%
            J         BBB-     BB           6.84%
            K         BB+      BB-          5.65%
            L         BB-      B+           4.07%
     
                         Ratings Affirmed
     
                         TIAA CMBS I Trust

   Commercial mortgage pass-through certificates series 2001-C1

             Class    Rating       Credit enhancement
             -----    ------       ------------------
             A-2      AAA                 31.37%
             A-3      AAA                 31.37%
             A-4      AAA                 31.37%
             A-5      AAA                 31.37%
             B        AAA                 25.04%
             M        B                    3.28%
             N        B-                   2.49%
             X        AAA                   N/A
  
                      N/A - Not applicable.


TITAN GLOBAL: Closes $1.25 Million Financing for Titan PCB
----------------------------------------------------------
Titan Global Holdings, Inc., creating shareholder value through
the successful integration of synergistic technology companies,
closed a $1.25 million fixed-price convertible debenture financing
with an institutional investor to fund its recently designed Titan
PCB growth and Titan East optimization plans and for general
working capital purposes.  The financing provides for a fixed
conversion price of $1 per share, representing a premium of 26.50%
to Titan's closing price on Oct. 6, 2006, of $0.79 per share.

Titan PCB growth and optimization plans were designed to increase
efficiency, capacity, revenue and gross margins.  The new
optimization plan for its Massachusetts-based Titan East PCB plant
is based on a similar program recently implemented successfully at
its California-based advanced printed circuit board production
facility.

"Titan, its management, and strategic investors continue to
consider its share price as a compelling value proposition.  With
this financing, we believe this institutional investor has
ratified Titan's view of the value proposition its current share
price represents given the significant premium to which the fixed
convert was set as compared to our closing share price last
Friday," said David Marks, Chairman of Titan Global Holdings, Inc.  
"Our team is committed to creating and preserving shareholder
value."

                     PCB Divisions Shipment

Last week, Titan disclosed that its PCB divisions shipped a record
$1.97 million during the month ended Sept. 30, 2006, which
represented a 21% increase over the $1.62 million shipped in the
same month of its prior fiscal year.  As well, Titan reported that
given the success of its PCB divisions, it was finalizing Titan
PCB's growth and optimization plans to enhance capital equipment
and working capital to exploit immediate opportunities to serve
its defense contractors and fulfill its growing backlog.  This
financing will enable Titan PCB to fulfill its growth and
optimization plans by instantly enhancing its working capital and
capacity to acquire capital equipment.

"Echoing my comments last month, the changes we made over the last
year to personnel, facilities, and our customer mix continue to
bear fruit," said Curtis Okumura, President and Chief Operating
Officer of Titan PCB West, Inc. and Titan PCB East, Inc.  "Our
Titan PCB growth and optimization plans builds on recent successes
and will enable us to continue to improve our operating and
financial efficiencies.  We have and will exploit opportunities to
support our emerging customers and their needs."

                      Titan East Shipments

While Titan West continues to gain momentum, Titan East delivered
exceptional results.  During September 2006, Titan East shipped
approximately $613,000 compared to $546,000 in August 2006, a 12%
increase, and to $488,000 in September 2005, a 25% increase year
to year.  Further, its bookings for September were $877,000
indicating a build up of its backlog.  Of note, much of Titan
East's growth in bookings was in the rigid flex product types
wherein Titan East has great prowess.  The Titan PCB divisions
continue to capture new customers through high quality service and
the pursuit of emerging PCB market segments.  In September 2006,
Titan PCB added nine new customers.  At Titan West, the
consolidation of the CAM process continued.  This will reduce
overhead expenses and increase PCB through put.

"Given our impressive results at Titan East, we designed Titan
PCB's growth and optimization plans so that we can support and
capture a larger portion of our customers' orders," said Bryan
Chance, President and Chief Executive Officer of Titan Global
Holdings, Inc.  "Titan East has a great opportunity to increase
its revenue and market share in both the defense segment and the
quick turn, prototype segment of the industry.  This financing
will enable Titan PCB's to realize on these opportunities before
they slip away to competitors.  With this financing, we will move
rapidly to support our emerging customers and new opportunities."

Titan's Communication Division continues to generate significant
revenue and EBIDTA (earnings before interest, depreciation, taxes,
and amortization).  In addition, it has recently announced that it
is aggressively pursing the recovery of millions of dollars in
previously paid Universal Service Fund and Federal Excise Taxes
payments.  Under the existing arrangements with its senior lender,
Titan's Communication Division can't use its excess cash flow to
fund Titan PCB.  Over the last 13 months, Titan's Communication
Division has already amortized $5.2M of its $11.5M in term loans
resulting in a current balance of $6.3M.  Once Titan's
Communication Division amortizes and\or repays the balance of its
loans, including its revolver, to its senior lender either through
scheduled monthly payments or the one time recovery of USF and FET
payments, Titan's management will have the discretion to invest
its excess cash reserves and cash flow across all of its divisions
and into accretive acquisitions.

Other features of the convertible debenture include an interest
rate of 8% and after four months Titan must amortize at least
$100,000 per month for twelve months in either cash or its common
stock so long as its share price is at or above $1.10 per share.  
Redemptions made at Titan's election in common stock shall be made
at 90% of the lowest VWAP of the common stock during the 15
trading days prior to the redemption date.  As additional
consideration for the financing, Titan issued to the institutional
investor 15,000 common shares and two sets of five year cash based
warrants for 250,000 common shares at $1.00 and $1.15 per share,
respectively.  By agreement, if either warrants is exercised, the
proceeds will be used by Titan's Oblio Telecom unit for working
capital and\or debt reduction.

                   About Titan Global Holdings

Headquartered in Salt Lake City, Utah, Titan Global Holdings, Inc.
(OTCBB: TTGL) -- http://www.titanglobalholdings.com/-- operates  
through three divisions: Oblio Telecom, Inc., Titan PCB East, Inc.
and Titan PCB West, Inc.  Oblio is engaged in the creation,
marketing, and distribution of prepaid telephone products for the
wire line and wireless markets and other related activities.
Titan PCB is a printed circuit board manufacturer providing
competitively priced time-sensitive, quality products to the
commercial and military electronics markets.  Titan PCB offers
high layer count, fine line production of rigid, rigid-flex and
flex PCBs.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 5, 2006, Wolf
& Company, P.C., in Boston, Massachusetts, raised substantial
doubt about Titan Global Holdings, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the fiscal year ended Aug. 31, 2005.  The auditor
pointed to the Company's significant operating losses, high debt
levels, defaults on debt covenants, and negative working capital.

At May 31, 2006, the Company's balance sheet showed total assets
of $46,945,000 and total liabilities of $54,586,000, resulting in
a stockholders' deficit of $7,641,000.


TTM TECHONOLOGIES: Moody's Rates $240 Million Facilities at B1
--------------------------------------------------------------
Moody's Investors Service assigned B1 Corporate Family Rating
to TTM Technologies, Inc.  At the same time, Moody's also assigned
B1 ratings to TTM's $40 million secured revolving credit due 2011
and $200 million term loan facilities due 2012.  Proceeds from
this financing will go towards the purchase price of Tyco's
Printed Circuit Group.  The ratings for the facilities reflect
both the overall probability of default of the company, to which
Moody's assigns a PDR of B2, and a loss given default of
LGD 3 for the new facilities.  The rating outlook is stable.

Ratings/assessments assigned:

TTM's B1 corporate family rating reflects:

   (i) the volatile nature of the Printed Circuit Board industry
       in North America and the fragmented industry structure
       with over 400 players;

  (ii) the continued threat of further migration of PCB capacity
       to lower cost regions such as Asia, albeit recent signs of
       stabilization over the past 2 years; and

(iii) despite modest proforma leverage, integration challenges
       of acquiring the larger Tyco-PCG whose financial
       performance has been weaker compared to that of TTM.

The rating also considers:

   (i) TTM's leadership position and scale achieved from the PCG
       acquisition;

  (ii) its focus on technology in the higher layer count, higher
       end market -- less subject though not immune to potential
       Asian competitive threat;

(iii) its relatively diversified customer base further bolstered
       by Tyco-PCG's stronger presence in the military/aerospace
       segment;

  (iv) track record of relatively strong financial performance;
       and

   (v) reasonable capital structure with expectation of free cash
       flow.

TTM Technologies, Inc., headquartered in Santa Ana, California, is
a provider of time-critical and technologically complex printed
circuit boards, which serve as the foundation of electronic
products, serving high-end commercial, defense and aerospace
markets.  Customers include original equipment manufacturers,
electronic manufacturing services providers and the government.


VISEON INC: Virchow Krause Expresses Going Concern Doubt
--------------------------------------------------------
Virchow, Krause & Company, LLP, expressed substantial doubt about
Viseon, 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 pointed to the Company's
recurring losses and negative cash flows from operating
activities.  The Company requires additional working capital to
support future operations.

The Company reported a $6.6 million net loss on $7,150 of net
revenues for the fiscal year ended June 30, 2006, compared to a
$7.9 million net loss on $239,660 of net revenues in 2005.

A full-text copy of the Company's Annual Report is available for
free at http://researcharchives.com/t/s?134e

                           Other Events

On Sept. 29, 2006, the Company engaged the investment banking firm
of Bowen Advisors, Inc., to explore strategic alternatives for the
Company, including the possibility of selling some or all of the
Company's business assets.  Bowen Advisors will identify and deal
directly with any potential acquisition candidates.  Bowen
Advisors will also provide advice regarding certain aspects of the
day-to-day operations of the Company's business.

The Company has agreed to pay Bowen Advisors a monthly retainer of
$10,000 during the term of the engagement.  If the Company
completes a merger, sale of its business or certain related
corporate transactions during the term of the engagement or the
six month residual period following its termination, then Bowen
Advisors will be paid a success fee upon the closing of that
transaction.  The amount of any success fee would be based upon
the size of the transaction, but not less than $350,000.  The
Company will also reimburse certain expenses related to the
consulting services provided by Bowen Advisors.  The Company may
terminate the arrangement at any time after the first two months
of the engagement, by giving thirty days notice to Bowen Advisors.

Based in Dallas, Texas, Viseon, Inc. -- http://www.viseon.com/--  
develops and resells desktop and consumer broadband communications
systems in the Untied States.  It develops broadband telephones
under the VisiFone name for use with voice over Internet protocol
services.  The company also provides two way live video
communications, digital audio, and on-screen features controls;
and enables network based services, such as video mail and the
ability to receive streamed content.  It sells its product to
original equipment manufacturers, corporate, education, and
government related customers.


WELLSFORD REAL: Buys Reis for $34.6 Million Cash
------------------------------------------------
Wellsford Real Properties, Inc. entered into a definitive merger
agreement to acquire Reis, Inc.  Reis stockholders will receive,
in the aggregate, $34.6 million in cash and 4.2 million shares of
newly issued WRP common stock.  It is expected that this
transaction will be tax-free to Reis stockholders except with
respect to the cash portion of the consideration received.  This
transaction values Reis at an equity value of approximately
$90 million.

If the transaction is consummated, WRP would abandon its
previously adopted plan of liquidation, but would continue with
its program to dispose of its remaining real estate assets through
development or sale.

Reis is a leading, privately owned, real estate information and
database company, which provides U.S. commercial real estate
market information to real estate investors, lenders and other
professionals in the debt and equity capital markets.  Its
database includes 250,000 properties covering 80 markets including
office, retail, apartment and industrial property types.  Reis is
headquartered in New York City and has been gathering and
analyzing data and providing information to its subscribers and
customers for over 25 years.

WRP has been an investor in Reis since 1998 and currently holds
convertible preferred shares equivalent to an approximate 23%
ownership interest in the company.  The transaction consideration
as stated above will be paid to all stockholders of Reis,
excluding WRP.  The other stockholders who hold the remaining
approximately 77% of Reis are corporate, institutional and high
net worth investors and Reis co-founders Lloyd Lynford and
Jonathan Garfield.

The cash portion of the purchase price is to be funded by a loan
extended by BMO Capital Markets to Reis and WRP's cash on hand.  
Currently WRP has approximately 6,471,000 shares outstanding.  
Upon completion of the merger, WRP would have 10.7 million shares
outstanding and change its corporate name to Reis, Inc.  After the
closing of the merger, Reis stockholders would own approximately
40% of the combined company.

The rules of the American Stock Exchange require WRP stockholders
to approve the issuance of WRP shares of common stock to Reis
stockholders, since such an issuance would be greater than 20% of
the shares currently outstanding.  The transaction, which is also
subject to the approval of the Reis stockholders, regulatory
approvals and other customary closing conditions, is expected to
close in the first quarter of 2007.

Lloyd Lynford and Jonathan Garfield, the chief executive officer
and executive vice president, respectively, of Reis, who together
own approximately 37% of the outstanding Reis shares, have agreed
to vote their Reis shares in favor of the merger.  Their shares,
when combined with the shares WRP currently owns, totals
approximately 60% of the outstanding shares of Reis.  Lloyd
Lynford is the brother of Jeffrey Lynford, the chief executive
officer of WRP.  Because of this relationship the independent
directors of WRP considered and separately approved the proposed
merger.  WRP retained the investment banking firm of Lazard and
the law firm of King & Spalding LLP to advise on a possible
transaction with Reis.

            Acquisition of the Remaining Reis Shares

With the continuing influx of domestic and international capital
into U.S. commercial real estate, the significant growth in the
issuance of collateralized real estate debt instruments and the
re-emergence of REITs as a popular equity investment, current and
comprehensive real estate market information has become an
increasingly valuable tool for institutional investors.  Investors
desire access to this data on a daily basis in order to make
informed buy/sell investment decisions aggregating billions of
dollars.  Reis has a prominent position in this marketplace as a
data provider of the highest quality.  In evaluating its
investment in Reis, WRP considered the possibility of acquiring
Reis with the hope of providing additional incremental value for
the WRP stockholders.

"This presents a unique opportunity which may create incremental
value for WRP stockholders in excess of amounts contemplated under
WRP's 2005 Plan of Liquidation," Jeffrey Lynford, WRP's Chairman
and CEO stated.

Reis has retained the investment advisory firm of Houlihan Lokey
Howard & Zukin Financial Advisors, Inc. to perform services on its
behalf, and is being represented by the law firm of Bryan Cave
LLP.

                      Corporate Governance

After completion of the transaction, it is contemplated that the
Board of Directors will be comprised of nine members including the
six existing WRP directors, as well as Lloyd Lynford, Jonathan
Garfield, and another individual who has not been identified at
this time, but who will meet the appropriate independence
standards.

Pursuant to the Merger Agreement, Lloyd Lynford will serve as
CEO and President of the combined entity.  Jeffrey Lynford and
Jonathan Garfield will serve as the Chairman and Executive Vice
President of the combined entity, respectively.  The
aforementioned officers will have three-year employment
agreements.

               Impact on WRP's Plan of Liquidation

WRP stockholders ratified a Plan of Liquidation in November 2005.  
If the merger is consummated, the Plan will be abandoned.  The
Plan provides for the orderly sale of each of WRP's remaining
assets (which are either owned directly or through WRP's joint
ventures), the collection of all outstanding loans from third
parties, the orderly disposition or completion of construction of
development properties, the discharge of all outstanding
liabilities to third parties and, after the establishment of
appropriate reserves, the distribution of all remaining cash to
stockholders.  The Plan also permitted WRP's Board of Directors to
acquire more Reis shares and/or discontinue the Plan without
further stockholder approval.

If WRP's stockholders approve the issuance of additional shares in
connection with the Reis acquisition and the transaction is
consummated, then WRP would change its basis of accounting from a
liquidation basis to a going-concern basis in accordance with
generally accepted accounting principles.  Reis would be the
primary continuing business activity and the development and/or
sale of the remaining real estate properties would be a
diminishing activity as homes and/or land is sold.  Under the
liquidation basis of accounting, assets are stated at their
estimated net realization value and liabilities are stated at
their estimated settlement amounts.  WRP would be required to
present its assets then owned at the lower of historical cost or
fair market value as of the date of termination of the Plan.

The termination of the Plan would result in the retention by the
combined entity of WRP's cash balances and subsequent cash flow
from the sales of residential development assets for working
capital and re-investment purposes.  This cash would not be
distributed to stockholders as had been contemplated under the
Plan.

As a consequence of the closing of the transaction and termination
of the Plan, it would be necessary to recharacterize a portion of
the Dec. 14, 2005 cash distribution of $14 per share from what may
have been classified as a return of capital for WRP stockholders
at that time to taxable dividend income.  WRP is evaluating the
amount of the distribution, which would be recharacterized as a
taxable dividend.

                         About Wellsford

Headquartered in New York, New York, Wellsford Real Properties,
Inc. (AMEX:WRP) is a real estate merchant banking that acquired,
developed, financed and operated real properties, constructed
for-sale single family home and condominium developments and
organized and invested in private and public real estate
companies.  At Dec. 31, 2005, the Company's remaining primary
operating activities are the development, construction and sale of
three residential projects.


WENDY'S INT'L: Says No Violation of Indenture Has Occurred
----------------------------------------------------------
Wendy's International, Inc. had previously disclosed that a
lawsuit had been filed in New York by a minority of noteholders
seeking to enjoin the spin-off of Tim Hortons Inc. (NYSE:THI)
(TSX:THI).

Following a hearing on Sept. 28, 2006, the U.S. District Court in
New York City denied in all respects the plaintiff noteholders'
motion for a temporary restraining order and a preliminary
injunction.

On Oct. 10, 2006, the Company was informed that the plaintiffs had
voluntarily dismissed their lawsuit and that some (but not all) of
the same noteholders that had filed the lawsuit had issued a
purported notice of default asserting that the spin-off of Tim
Hortons Inc. on Sept. 29, 2006, violated the terms of one of the
indentures governing Wendy's public debt.

On Oct. 11, 2006, the Company filed a declaratory judgment in the
U.S. District Court in New York City seeking a ruling from the
Court that no violation of the indenture has occurred.

Wendy's continues to believe that the claims asserted by the
noteholders are without merit and plans to vigorously defend its
position.

Wendy's International Inc. (NYSE:WEN) -- http://www.wendys-
invest.com/ -- is a restaurant operating and franchising company
with more than 9,900 total restaurants and quality brands,
including Wendy's Old Fashioned Hamburgers(R) and Baja Fresh
Mexican Grill.  The Company also has investments in three
additional quality brands -- Tim Hortons, Cafe Express and Pasta
Pomodoro(R).

                          *     *     *

On July 12, 2006, Moody's Investors Service assigned Wendy's
International Inc.'s long-term corporate family rating and senior
unsecured debt rating at Ba2.

As reported in the Troubled Company Reporter on July 3, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Wendy's International Inc. to
'BB+' from 'BBB-'.  At the same time, the short-term rating was
lowered to 'B-1' from 'A-3'.  The outlook was negative.


WESTERN MEDICAL: A/R Recovery Hired as Accounts Receivable Agent
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Western Medical Inc. to employ A/R Recovery, Inc. as its accounts
receivable agent nunc pro tunc Sept. 14, 2006.  The Court further
authorized the distribution of proceeds pursuant to the Account
Collection Agreement.

ARR is expected to:

   a) provide accounts receivable collection services to the
      Debtor for all receivables generated by the Debtor and
      outstanding; and

   b) provide monthly written reports to the Debtor, with a copy
      to the Lender, with respect to the receivables and other
      information as the Debtor or the Lender may require.

Pursuant to the Account Collection Agreement, the Debtor will pay
ARR out of the proceeds of the Lockbox Account, where all
receivables will be deposited.  ARR bills:

   a) a one-time set-up fee of $2.75 per account (an individual
      claim or bill, which is expected to total approximately
      124,000 accounts, for an approximate set-up fee of $34,000)
      in the receivables as of effective date of the agreement,
      payable out of the first receivables collected after the
      effective date;

   b) 14% of the receivables collected during the initial phase,
      which is the first 30 days commencing with the effective
      date;

   c) 26% of the first $1 million of receivables collected after
      the effective date, less the total collected in the initial
      phase;

   d) 32% of the second $1 million in collections;

   e) 36% of the third $1 million in collections; and

   f) 43% of all collections over $3 million.

Nola Devitt, president and CEO of ARR, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not hold or
represent any interest adverse to the Debtors' estates.

Headquartered in Phoenix, Arizona, Western Medical, Inc.
-- http://www.westernmedicalinc.net/-- sells and distributes   
medical and hospital equipment.  The company filed for chapter 11
protection on June 15, 2006 (Bankr. D. Ariz. Case No. 06-01784).  
Brenda K. Martin, Esq., at Osborn Maledon, P.A., represents the
Debtor.  Pachulski Stang Ziehl Jones and Weintraub LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets
between $1 million to $10 million and debts between $10 million
and $50 million.


WINN-DIXIE: Unseals Substantive Consolidation Documents
-------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates have agreed to
release the confidentiality restrictions that resulted in the
sealing of the documents relating to the substantive consolidation
of their estates as requested by the Ad Hoc Trade Committee.

These documents are now filed on the public record without seal:

   (1) Ad Hoc Trade Committee's May 11, 2006, Motion for Order
       Pursuant to Section 105(a) of the Bankruptcy Code
       Substantively Consolidating Debtors' Estates;

   (2) Ad Hoc Trade Committee's Brief in support of its Motion;
       and

   (3) Affidavit of M. Freddie Reiss in support of the Motion.

Copies of the three documents are available free of charge at
http://ResearchArchives.com/t/s?1355

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 to Sell Live Oak Outparcel to Ronnie Poole
------------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Winn-Dixie
Stores, Inc., and its debtor-affiliates seek consent from the U.S.
Bankruptcy Court for the Middle District of Florida to sell a
tract of land located in Live Oak, Florida, together with all
related assets, free and clear of liens to Ronnie Poole or to a
party submitting a higher or better offer.

The Debtors lease their Store No. 198 in a shopping center in
Live Oak.  The Live Oak Outparcel is located in the same shopping
center.  According to Cynthia C. Jackson, Esq., at Smith Hulsey &
Busey, in Jacksonville, Florida, the Debtors have no development
plans for the Live Oak Outparcel and its sale will generate cash
for the Debtors.

Ms. Jackson notes that any sale of the Live Oak Outparcel will
include exclusive use restrictions to assure that no entity may
develop the property in a way that competes with the Debtors'
Store No. 198.

The Debtors have marketed the Live Oak Outparcel extensively
through DJM Asset Management, Inc.  Through DJM's efforts, the
Debtors have received two offers for the Live Oak Outparcel,
including Mr. Poole's $110,000 offer.  After reviewing all
offers, the Debtors have determined that Mr. Poole's offer is the
currently highest and best offer for the Live Oak Outparcel.

                Real Estate Purchase Agreement

On March 28, 2006, the Debtors and Mr. Poole entered into a real
estate purchase agreement.  The parties amended the Purchase
Agreement on Sept. 12, 2006.

Under the Purchase Agreement, the Debtors' fee simple title
interest in the Live Oak Outparcel and its related appurtenances,
rights, easements, rights-of-way, tenements and hereditaments
will be sold and transferred to Mr. Poole in an "as is, where is"
basis and free and clear of any liens, claims or interests.

The net aggregate purchase price for the Assets is $110,000.  
Mr. Poole has provided a $5,000 initial earnest money deposit and
a second deposit of $6,000 with the escrow agent.  At closing,
the combined deposits will be credited against the Purchase Price
and the unpaid balance will be due and payable in cash.

The Purchase Agreement provides that the Debtors are responsible
for payment of the brokerage commission due to their broker.

Given the requirements of the Purchase Agreement and the need to
close the sale as promptly as possible, the Debtors ask the Court
to waive the 10-day stay period imposed by Rule 6004(g) of the
Federal Rules of Bankruptcy Procedure.

                        Competing Bids

The Debtors are still soliciting higher and better bids for the
Assets.  All interested bidders are instructed to submit their
offers to James Avallone at DJM no later than 12:00 p.m.
(prevailing Eastern Time) on October 20, 2006.  All bids must
comply with the Court-approved Bidding Procedures.

To qualify as a competing bid, the offer must net the Debtors'
estates at least $110,000 and be accompanied by a wire or
certified check made out to Winn-Dixie Stores, Inc., in an amount
equal to 10% of the competing bid.

If the Debtors receive a competing bid, they will conduct an
auction for the Assets at 10:00 a.m. (prevailing E.T.) at the
offices of Smith Hulsey & Busey in Jacksonville, Florida, on
October 24, 2006.

The deadline for filing objections to the proposed sale is on
Oct. 18, 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).


WI-TRON INC: Commences 11,000,000 Million Units Securities Offer
----------------------------------------------------------------
Wi-Tron, Inc., commenced a private offering of up to 11,000,000
million Units of its securities to accredited investors.

The Company disclosed that each Unit consists of a share of Common
Stock, a Common Stock Purchase Warrant, exercisable at $0.50 per
share until Nov. 15, 2007 and a Piggyback Common Stock Purchase
Warrant, exercisable at $1 per share until Nov. 15, 2006.  The
Piggyback warrant will only vest if the Warrant is exercised.  The
Units to be offered, will not be registered under the Securities
Act of 1933, as amended and will be offered in reliance upon the
exemption from registration set forth in Section 4(2) and
Regulation D.  The Company will not engage any registered broker-
dealers as selling agents.

The Company also disclosed that it intends to use the proceeds
from the offering to complete its reorganization, for working
capital, and payment of accrued compensation.

Wi-Tron, Inc. (OTCBB: WTRO -- http://www.amplidyneinc.com/--  
designs, manufactures and sells ultra linear single and multi-
channel power amplifiers and broadband high-speed wireless
products to the worldwide wireless telecommunications market.  The
single and multi-carrier linear power amplifiers, which are a key
component in cellular base stations, increase the power of radio
frequency and microwave signals with low distortion.  The
Company's products are marketed to the cellular, PCS, X-band,
wireless local loop segments of the wireless telecommunications
industry.

                         *     *     *

As reported in the Troubled Company Reporter on May 3, 2006, KBL,
LLP, raised substantial doubt about Wi-Tron, Inc., fka Amplidyne,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the years ended Dec. 31, 2004,
and 2005.  The auditor pointed to the company's losses from
operations and limited financial resources.


WR GRACE: High Court Rejects Plea to Overturn $54.5MM Cleanup Cost
------------------------------------------------------------------
The U.S. Supreme Court declined to hear W.R. Grace & Co.'s appeal
to overturn an appellate ruling requiring it to pay $54,500,000
to the U.S. government.

The Environmental Protection Agency had sued Grace before the
U.S. District Court for the District of Montana, Missoula
Division, in 2001 under the Comprehensive Environmental Response
Compensation and Liability Act to recover costs incurred by the
government in response to the release or threatened release of
asbestos in the Libby, Montana area relating to Grace's former
mining activities.  The EPA also sought a declaration of Grace's
liability that would be binding in future actions to recover
further response costs.

                        EPA Removal Costs

In December 2002, the District Court granted the government's
motion for partial summary judgment on a number of issues that
limited Grace's ability to challenge the EPA's response actions
in and around Libby.  In January 2003, a trial was held on the
remainder of the issues, which primarily involved the
reasonableness and adequacy of documentation of the EPA's cost
recovery claims through December 31, 2001.

The District Court issued in August 2003 a ruling requiring Grace
to reimburse the government $54,500,000 plus interest in costs
expended through December 2001, and for all appropriate future
costs to complete the remediation activities.

On appeal, Grace acknowledged that it was obligated financially
for "removal" but was not obligated for "remedial" action or
total cleanup because the EPA did not obey required federal
safeguards.  Grace argued that the EPA circumvented regulatory
safeguards by conducting a remedial action under the guise of a
removal, thereby giving the agency free rein to conduct a
"quintessential remedial action" under the less-restrictive
requirements applied to removals.

Even if the action is appropriately classified as a removal
action, Grace said the District Court erred in exempting the
action from CERCLA's general 12-month, $2,000,000 cap for removal
actions and in granting the EPA more than $54,000,000 in
reimbursement plus a declaratory judgment for future costs.  
Grace also disputed the accounting methods used to calculate the
EPA's indirect costs.

The U.S. Court of Appeals for the Ninth Circuit rejected Grace's
appeal in December 2005.  The Ninth Circuit held that the EPA's
cleanup in Libby was a removal action that was exempt from the
temporal and monetary cap.

The Ninth Circuit said that the Libby situation is "truly
extraordinary."  With people "sick and dying as a result of this
continuing exposure," the Ninth Circuit noted that the EPA
determined on the basis of its professional judgment, and in
accord with its administrative interpretation of the scope of
removal actions, that the Libby situation warranted an immediate,
aggressive response to abate the public health threat.

                        Petition for Writ

Grace filed a petition for a writ of certiorari with the Supreme
Court in April 2006.  The government and Grace submitted briefs
in August and September.

Mountain States Legal Foundation, a nonprofit, public interest
law firm in Denver, Colorado, filed an amicus curiae brief in
August.  MSLF advised the High Court that the Ninth Circuit
undermined the clearly express intent of Congress when it ruled
in favor of the EPA regarding Superfund operations in Libby,
Montana.

The government asked the Supreme Court not to hear the appeal
because the Ninth Circuit correctly concluded that the EPA "had
thoroughly documented the scientific basis for finding an
immediate threat to public health," Bloomberg News reports.

         Grace's Vermiculite-Related Costs Total $255-Mil.

Grace's estimated liability for vermiculite-related remediation,
including the $54,500,000 in removal costs and the cost of
remediation of vermiculite processing sites outside of Libby,
totals $255,400,000 at June 30, 2006, according to Grace's
regulatory filing with the Securities and Exchange Commission.

Grace explained that the June estimate includes $118,000,000 for
asserted reimbursable costs covering 2002 through 2005 based on
recent information received from the government.  The current
estimate does not include the cost to remediate the Grace-owned
mine site at Libby, which is not currently estimable.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica  
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  (W.R. Grace Bankruptcy
News, Issue No. 117; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WRIGHT & LATO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Wright & Lato, Inc.
        800 Springdale Avenue
        East Orange, NJ 07017

Bankruptcy Case No.: 06-19852

Type of Business: The Debtor manufactures bridal rings.
                  See http://www.wlring.com/

Chapter 11 Petition Date: October 11, 2006

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Jay L. Lubetkin, Esq.
                  Booker, Rabinowitz, Trenk, Lubetkin, Tully,
                  Dipasquale & Webster, P.C.
                  100 Executive Avenue, Suite 100
                  West Orange, NJ 07052
                  Tel: (973) 243-8600

Estimated Assets: $7,595,566

Estimated Debts:  $14,746,514

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Bank of America                          $8,800,000
111 West Minster                    Collateral FMV:
Providence, RI 02903                     $6,800,000

Kahan Jewelry Corp.                        $990,000
1156 Avenue of the Americas
8th Fl.
New York, NY 10036

HLC Imports Corporation                    $613,234
1212 Avenue of the Americas
New York, NY 10036

800 Springdale Avenue, LLC                 $550,000
800 Springdale Avenue
First Orange, NJ 07017

M. Fabrikant & Sons                        $303,018
1 Rockefeller Plaza, 28th Fl.
New York, NY 10020

D N Gems Corporation                       $290,632
580 5th Ave., Ste. 1512
New York, NY 10036

Johnson Matthey Inc.                       $173,122

L.K. Imports                               $154,268

Davis, Justine                             $150,000

Praver, Roy                                $100,000

Qjm Corp.                                   $96,583

Banco Popular Loan Operations Center        $90,000

I DO Diamonds Inc.                          $77,302

Schain Leifer                               $76,245

Kumkang Manufacturing Co.                   $58,522

Shopco Group                                $50,000

Banco Popular                               $90,000
                                    Collateral FMV:
                                            $50,000

I Flawless Inc.                             $39,368

Noble Packaging Inc.                        $33,977

K & Y Diamond Ltd.                          $29,153


YAZAKI INT'L: S&P Whips Long-Term Credit Rating to B+ from BBB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Yazaki International Corp. to 'B+' from 'BBB-'
and removed the rating from CreditWatch with negative
implications, where it was placed Aug. 21, 2006, following Ford
Motor Co.'s announcement of sharp fourth quarter production cuts.

Yazaki's 'A-3' short-term corporate credit rating was withdrawn.
The outlook is negative.

Yazaki, with $249 million of debt including the present value of
operating leases, is a wholly owned subsidiary of unrated Yazaki
Corp. of Japan.  YC primarily operates a similar, but larger
business outside North America.

"The downgrade reflects the sharp deterioration of Yazaki's
financial and business risk profiles due to high raw material
prices, production cuts by North American automaker customers, and
higher production costs at Mexican facilities," Standard & Poor's
credit analyst Gregg Lemos Stein said.

The downgrade also incorporates Standard & Poor's view that
potential financial support from YC will now be more limited in
scope and scale, given the parent's own less profitable results
which have also been hurt by higher raw material costs.


ZANETT INC: Inks $10 Million Credit Facility with LaSalle Bank
--------------------------------------------------------------
Zanett Inc. accepted a proposal from LaSalle Bank N.A. for a
$10 million, 3-year Revolving Credit Facility.  The offer is
dependant on completion of the standard due diligence and credit
approval process by LaSalle Bank, and approval by the Board of
Directors of Zanett.

"Zanett went through an extensive multi-month process to find the
right banking partner for our future," Dennis Harkins, Zanett's
Chief Financial Officer noted.  "We wanted to get the right deal
with the right people; we feel that this relationship with LaSalle
is the right fit for our needs not only of today, but also our
needs for future growth."

"We also would like to express a great gesture of gratitude to
those banks who contended for Zanett's business.  All of the
proposals were impressive, and the selection process was not an
easy one. We sincerely appreciate everyone's great efforts," Mr
arkins concluded.

The due diligence process is expected to take 4 to 6 weeks. If
needed, the Company expects to use the recently-secured Stand-by
Credit Facility to pay down the current $3.8 million of the
$5 million bank line with 5/3 Bank, which is set to expire on
November 1, unless further extended.

While the exact terms of the deal are pending the completion of
due diligence from LaSalle, the proposal that was signed is a
significant decrease in "all in" costs, than the current 5/3 Line
of Credit.

"Fifth Third Bank has been a good partner for us over the past two
years, but this new facility with improved covenants and
significant savings in interest rate, as well as decreases in
professional fees, will reduce our overall borrowing costs and
boost our bottom line," Harkins concluded.

                      About Zanett Inc.

Headquartered in New York, Zanett Inc. -- http://www.zanett.com/   
-- is an information technology company that provides customized,
mission-critical IT solutions to Fortune 500 corporations, mid-
market companies, and classified government agencies involved in
Homeland Defense and Homeland Security.  The Company operates in
two segments: Commercial Solutions and Government Solutions.

                        *     *     *

                      Going Concern Doubt

Deloitte & Touche LLP expressed substantial doubt Zanett's ability
to continue as a going concern after auditing the Company's
financial statements for the fiscal year ended Dec. 31, 2005.  The
auditing firm pointed to the Company's recurring losses from
operations and working capital deficiency.


* Michael Lord Joins Alvarez & Marsal's Restructuring Practice
--------------------------------------------------------------
Alvarez & Marsal reported that Michael Lord has joined its U.S.
restructuring practice.  Mr. Lord will be based in Atlanta and New
York.

Specializing in operational turnarounds and performance
improvement, Mr. Lord has more than 30 years of experience serving
in interim management and advisory roles with both U.S. and
international organizations across a variety of industry sectors.

Most recently at A&M, Mr. Lord led the team that advised Dresser,
a private equity-owned global engineering business with annual
revenues of $2 billion.  He also acted as advisor to Levi Strauss
in restructuring the company's European group, a EUR900 million
division. Other A&M engagements have included British Energy plc,
MyTravel and Bradford Hospital Teaching Hospitals NHS Foundation
Trust.

"Michael is a widely respected turnaround industry professional
who further enhances the significant hands-on, operational
experience our professionals bring to middle market clients facing
complex situations," said Bill Runge, an A&M managing director and
co-head of the firm's Southeast regional restructuring practice.  
"Our Southeast regional restructuring practice has continued to
expand with the addition of several world class professionals and
we are delighted that Michael is
an integral part of our team."

"Michael has an exceptional track record in both the private
and public sectors located in the U.S. and abroad" Joe Bondi,
managing director and co-head of the firm's U.S. restructuring
practice, added.  He worked on behalf of companies and
organizations to improve operating performance, manage crises
and implement positive change.  He is an outstanding addition
to our senior U.S. restructuring team."

Prior to joining A&M, Mr. Lord served as CEO of Nationwide Credit
Inc., a private equity-owned business based in Atlanta, with more
than 2,500 employees.  He led a full turnaround of the company,
re-building and steering it through a successful financial and
operational reorganization.  Before that, he spearheaded the
turnaround of Tyco Toys, a $1 billion international toy company.  
Mr. Lord began his career with Unilever in the UK, before moving
to the cosmetics division of BAT Industries, where he served in
senior management positions.

Mr. Lord holds a master's degree in economics from Cambridge
University.

                      About Alvarez & Marsal

Alvarez & Marsal is a leading global professional services firm
with expertise in guiding underperforming companies and public
sector entities through complex operational, financial and
organizational challenges.  The firm excels in problem solving and
value creation, and brings a bias toward executing solutions with
a distinctive hands-on approach to serving clients, management and
stakeholders.

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* Neil Pigott Joins Brown Rudnick as Partner in London Office
-------------------------------------------------------------
Brown Rudnick, a premier international law firm, reported that
Neil Pigott has joined the firm as a partner in the Bankruptcy &
Finance Department in the London office.  The addition of Mr.
Pigott is part of Brown Rudnick's strategic plan to establish a
resident London team to focus on corporate reorganizations in
Europe.  Mr. Pigott will augment the work of Peter J.M. Declercq
who joined the firm's London office in late 2005 to spearhead the
firm's European Bankruptcy & Corporate Restructuring practice.

Mr. Pigott has a global practice that focuses on corporate debt
restructuring, refinancings and workouts.  With a strong
background in general bank finance, Mr. Pigott represents hedge
funds, investment banks and other financial institutions that are
active in the distressed and restructuring markets.  He has
negotiated and documented many complex syndicated financings under
English and New York law, and has represented clients in
transactions in Europe, North America, the Middle East and Asia.  
Additionally, Mr. Pigott has substantial experience in project,
acquisition and general cross-border finance.  He has also
represented investors and dealers in the sale and purchase of
distressed debt, claims and other assets.

Announcing the new appointment, Brown Rudnick CEO Joseph F. Ryan
commented, "Neil is a strategic addition to our European
Bankruptcy & Corporate Restructuring practice.  His experience in
bank finance complements Peter Declercq's expertise in
representing distressed investors.  Combined, their legal talents,
business acumen and dedication to client service will advance the
firm's mission to focus on European corporate reorganizations.  We
welcome Neil to the firm."

Neil Pigott added, "Brown Rudnick has a world-leading Bankruptcy
and Corporate Restructuring practice noted for its high-level
experience.  As the firm continues to expand its geographic reach,
I welcome the opportunity to be a part of legal team with such
strong roots and a clear vision for the future."

                    About Brown Rudnick

Brown Rudnick -- http://www.brownrudnick.com/-- is an  
international law firm with offices in the United States and
Europe.  Combining a strong global network with a dedication to
excellence, the firm achieves superior results through the
assembly of cross-disciplinary teams that design and execute
tailored solutions to suit client's needs.  The firm's attorneys
provide representation across key areas of the law: Bankruptcy &
Corporate Restructuring, Complex Litigation, Corporate &
Securities, Corporate Finance, Private Equity and Venture Capital,
M&A, Intellectual Property, Structured & Commercial Finance,
Energy, Real Estate, Government Law & Strategies, and Health Care.

A founding member of the 40-country Law Firm Network, the firm
opened its London office in 1997 and its Dublin Office in 2002 to
support a rapidly growing international practice.  These offices
work closely with the US offices to better serve European and
other international clients seeking to expand their businesses
across international borders.

Since the early 1980s, Brown Rudnick's Bankruptcy and Corporate
Restructuring Group has been among the pioneers representing hedge
funds and other high-yield investors and fund managers - industry
players that have brought an unprecedented level of financial
sophistication, innovation and aggressiveness to bankruptcy cases
and debt restructurings.

By offering a complementary legal perspective - characterized by
high-level experience; focused, creative strategies; and an
interdisciplinary staffing approach - the firm assisted this
constituency in reshaping the dynamics of insolvency and financial
distress.  Over the past two decades, the breadth of the practice
has expanded to serve a wide range of clients in the restructuring
arena.  Today, the Bankruptcy and Corporate Restructuring Group
has a proud record and reputation, nationally and internationally,
as one of the leading bankruptcy practices.  Brown Rudnick has
successfully represented an impressive list of official and ad hoc
committees, general unsecured creditors, equity holders and other
central parties in interest in many of the largest and most
complex Chapter 11 cases and out of court proceedings.

The firm also offers significant incremental value to
institutional and private investors and fund managers in
structuring, negotiating, and documenting secondary market
transactions involving high-yield securities, as well as other
claims trading activities.


* BOOK REVIEW: The Global Bankers
---------------------------------
Author:     Roy C. Smith
Publisher:  Beard Books
Paperback:  405 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587980223/internetbankrupt

The Global Bankers is a fascinating book that examines global
banking activities as they were carried out on the eve of the
1990s from its three major centers: New York, London, and Tokyo.

The author, Roy C. Smith, says his goal in writing the book was to
"identify whom all these busy people are who practice global
banking today and what it is that they do."  He is one of those
busy people himself, having been a partner at Goldman, Sachs
before moving to academia.

First published in 1989, The Global Bankers discusses the banking
systems of the U.S., Europe, and Tokyo separately, but always
underscoring their interconnectedness.  Mr. Smith traces the
international development of the markets and highlights the
principal distinctions and most important and topical features of
each.

Throughout the book, Mr. Smith introduces terms and definitions
for the reader new to the field, but never in a condescending way.
(He includes a useful glossary as well.)  The introduction looks
at the global banking system from the point of view of a
fictitious but astute U.S. businessman who discovers how the
globalization of banking has extended the range of opportunities
available to him.

"George" learns all about merchant banks, banques d'affaires,
clearing banks, junk bonds, and collateralized mortgage
obligations.

The greater part of the book is made up of four sections entitled
"The Internationalization of American Finance," "Crusades in
European Finance," "The Floating World of Japanese Finance," with
a final chapter called "Looking to the Millenium."

Mr. Smith shows how the initial impetus to the tremendous growth
of financial assets and instruments of the late 20th century was
the burgeoning balance-of-payment deficits incurred by the U.S.
after World War II.

Once the U.S. halted sales of gold reserves to foreign dollar-
holders and the fixed-rate foreign-exchange system was abandoned
for a floating system, financial deregulation occurred in many
countries, and financial resources flowed to attractive
opportunities worldwide.

The next big challenge took the form of high oil prices, and in
1979 the U.S. Federal Reserve instituted money-supply controls,
with consequential high interest rates and acute volatility in the
markets for financial instruments and foreign exchange.

The 1980s heralded the era of the institutional investor/trader, a
financial boom, and then Oct. 19, 1987, when markets crashed in
New York, London, Frankfurt, Zurich, Sydney, Tokyo, and Hong Kong.
Much of the chapter on the U.S. is devoted to these events.

Mr. Smith also examines innovative developments in European
finance during this same period, beginning with the rise of the
Eurobond market and including the free-market reconstruction of
the London Stock Exchange and the surprising resurgence of
pragmatic capitalism in socialist-leaning Europe.

Mr. Smith then attempts to demystify the financial customs of the
Japanese, and stresses the interdependence of the U.S. and Japan.

Mr. Smith closes by identifying some trends and "megatrends," and
with some predictions and admonitions for the subsequent decade,
the 1990s.  He was right on target with some of these, and some go
far toward explaining what is happening in the markets right now.

Roy C. Smith is a professor of entrepreneurship, finance, and
international business at New York University.  Prior to 1987, he
was a General Partner of Goldman, Sachs & Co.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q. Salta,
Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and
Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***