TCR_Public/061016.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 16, 2006, Vol. 10, No. 246

                             Headlines

ADELPHIA COMMS: Unit Can Sell Property to Tulsat $1.7 Million
ADVANCED MICRO: ATI Purchase Gets Canadian Regulatory Approval
AES CORPORATION: Moody's Assigns Loss-Given-Default Ratings
AIR AMERICA: Files for Chapter 11 Protection in Manhattan
AIRNET COMMS: Emerges from Chapter 11 Protection

ALANCO TECHNOLOGIES: Semple & Cooper Raises Going Concern Doubt
ALLEGHENY ENERGY: Moody's Assigns Loss-Given-Default Ratings
AMERIVEST PROPERTIES: Sells Dallas Property for $25.5 Million
AQUILA INC: Moody's Assigns Loss-Given-Default Ratings
ASSET BACKED: Fitch Rates $ 10.99 Million Class B Certs. at BB+

ASSET BACKED: S&P Junks Rating on Class B Certificates
B&B FARMS: Voluntary Chapter 11 Case Summary
BANC OF AMERICA: S&P Rates $49.8 Mil. Commercial Certs. at BB+
BOLTHOUSE FARMS: Moody's Assigns Loss-Given-Default Ratings
C-BASS: High Delinquencies Prompt S&P's Negative Creditwatch

CALIFORNIA STEEL: Earns $33.9 Million for Quarter Ended Sept. 30
CATHOLIC CHURCH: Davenport Taps Lane & Waterman as General Counsel
CATHOLIC: Davenport Wants to Continue Using Cash Management System
CITIGROUP COMMERCIAL: S&P Puts Low-B Ratings on Three Certificates
CMS ENERGY: Subsidiary Inks Peabody Pact to Co-Develop Power Plant

CMS ENERGY: Moody's Assigns Loss-Given-Default Ratings
COGENTRIX ENERGY: Moody's Assigns Loss-Given-Default Ratings
COMM 2006-FL12: S&P Puts Low-B Ratings on Two Class Certificates
COMPLETE RETREATS: Hires 19 Ordinary Course Professionals
COVANTA ENERGY: Moody's Assigns Loss-Given-Default Ratings

DANA CORP: Court Okays Pact Extending Committees' Challenge Period
DELTA WOODSIDE: Files for Bankruptcy Protection in Delaware
DELTA WOODSIDE: Case Summary & 20 Largest Unsecured Creditors
DYNEGY HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
EMMIS COMMS: Moody's Rates Proposed $600 Million Sr. Loan at B1

EMMIS COMMS: S&P Rates $600 Million Secured Credit Facility at B
ENCOMPASS HOLDINGS: Timothy Steers Raises Going Concern Doubt
ENERGYTEC INC: Posts $792,670 Net Loss in Quarter Ended March 31
ENTERGY GULF: Fitch Holds Preferred Stock's Rating at BB+
EUROFRESH INC: Moody's Assigns Loss-Given-Default Ratings

FAYETTEVILLE PARTNERS: Voluntary Chapter 11 Case Summary
FEP RECEIVABLES: Fitch Junks Ratings on $51.2 Million Notes
FERRO CORP: Earns $16.2 Million in Year Ended Dec. 31, 2005
FOAMEX INT'L: Obtains Commitment of $790 Million Exit Financing
FREESTAR TECHNOLOGY: Russell Bedford Raises Going Concern Doubt

FRENCH LICK: Moody's Assigns Loss-Given-Default Rating
GAYLORD ENTERTAINMENT: Moody's Assigns Loss-Given-Default Rating
GLOBAL POWER: U.S. Trustee Appoints Seven-Member Creditors' Panel
GMAC COMMERCIAL: Fitch Cuts Rating on $5.7 Mil. Certificates to B-
GOLD KIST: Moody's Assigns Loss-Given-Default Ratings

GOLDEN STATE: Moody's Assigns Loss-Given-Default Ratings
GOODYEAR TIRE: Borrows $1 Billion Under Revolving Credit Facility
HARTCOURT COS: Accumulated Deficit Tops $67.8 Million at Aug. 31
HERBST GAMING: Moody's Assigns Loss-Given-Default Rating
HEXION SPECIALTY: Loan Refunding Prompts Moody's to Hold Ratings

HILTON HOTELS: Moody's Assigns Loss-Given-Default Rating
INTERACTIVE BRAND: June 30 Balance Sheet Upside-Down by $5,964,118
JACUZZI BRANDS: Inks $1.25 Billion Merger Deal with Apollo
JACUZZI BRANDS: Apollo Merger Deal Prompts Fitch's Negative Watch
JACUZZI BRANDS: Apollo's Offer Cues Moody's to Review Ratings

KINETEK INC: S&P Says Ratings Remain on Watch After Purchase Offer
KOLORFUSION INT'L: Carver Moquist Raises Going Concern Doubt
LAND O' LAKES: Moody's Assigns Loss-Given-Default Ratings
LEVITZ HOME: Panel Taps Gazes LLC as Special Counsel
LOEHMANNS CAPITAL: Moody's Assigns Loss-Given-Default Ratings

M-FOODS HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
MCCORMICK LLC: Case Summary & Eight Largest Unsecured Creditors
MEDCOM USA: S.E. Clark & Co. Raises Going Concern Doubt
MERISANT WORLDWIDE: Moody's Assigns Loss-Given-Default Ratings
MESABA AVIATION: Wants to Reopen Record on CBA Rejection

MESABA AVIATION: Wants Unions to Refrain from Going On Strike
MOONEY AEROSPACE: Files Restated December 31, 2005 Annual Report
MORGAN STANLEY: S&P Revises Watch on Notes' B Rating to Positive
MOVIE GALLERY: Moody's Assigns Loss-Given-Default Ratings
NATIONAL BEEF: Moody's Assigns Loss-Given-Default Ratings

NATIONAL ENERGY: Committees Want Claim Inclusion Moved to Oct. 2
NATIONAL ENERGY: Court Denies Mirick, Hoffman, & Vallieres' Claims
NBC ACQUISITION: Moody's Assigns Loss-Given-Default Ratings
NEENAH FOUNDRY: S&P Rates Planned $300 Mil. Sr. Sec. Notes at B
NEIMAN MARCUS: Moody's Assigns Loss-Given-Default Ratings

NEOPLAN USA: Committee Taps Chanin Capital as Financial Advisors
NEOPLAN USA: Committee Taps Landis Rath as Conflicts Counsel
NRG ENERGY: Moody's Assigns Loss-Given-Default Ratings
OCEAN SPRAY: Moody's Assigns Loss-Given-Default Ratings
OLYMPIC TOOL: Case Summary & 20 Largest Unsecured Creditors

OWENS CORNING: Can Pay Contemplated Securities Issuance Expenses
OWENS CORNING: Wants Claims Settlement with Pinal County Approved
PA MEADOWS: S&P Junks Rating on Planned $70 Mil. Sr. Sec. Facility
PACIFIC LUMBER: Improved Liquidity Cues S&P to Raise Corp. Rating
PARMALAT: Creditors Convert Warrants to Buy 91,308 Parmalat Shares

PETROBRAS INT'L: Fitch Rates $500 Million Senior Notes at BB+
PHILLIPS-VAN HEUSEN: Inks Pact to Acquire Superba for $110 Million
PILGRIM'S PRIDE: 73.2% of Outstanding Noteholders Give Consent
PILGRIM'S PRIDE: Disappointed on Gold Kist's Tender Offer Rebuff
PILGRIM'S PRIDE: Moody's Assigns Loss-Given-Default Ratings

PLAN C: Case Summary & 20 Largest Unsecured Creditors
PLIANT CORP: Moody's Junks Rating on $250 Million Sr. Sec. Notes
PUTNAM LOVELL: Fitch Junks Rating on $32.4 Million Notes
QWEST COMMS: Inks $3.8 Million VOIP Deal with Willamette Dental
REAL ESTATE: Court Dismisses Chapter 11 Case

REGINA CATHOLIC: Could Opt for Ch. 11 Protection to Shield Assets
RIO VALLEY: Case Summary & 17 Largest Unsecured Creditors
ROOMSTORE INC: Preparing to Issue Stock to Creditors
RURAL/METRO: June 30 Stockholders' Deficit Declines to $93.4 Mil.
RURAL/METRO: Names Kristine Ponczak as SVP, CFO & Corp. Secretary

SAINT VINCENTS: Taps Pride Capital as Liquidator
SEA CONTAINERS: Files for Bankruptcy Protection in Delaware
SEA CONTAINERS: Case Summary & 20 Largest Unsecured Creditors
SIERRA PACIFIC: Moody's Assigns Loss-Given-Default Ratings
SMITHFIELD FOODS: Moody's Assigns Loss-Given-Default Ratings

SPECIALTYCHEM PRODUCTS: Wants Anderson Tackman as Accountant
SWIFT & COMPANY: Moody's Assigns Loss-Given-Default Ratings
SYSTEMS EVOLUTION: Losses Prompt Auditor to Raise Going Concern
TATER TIME: Gets Court Nod to Hire Gregory Lockwood as Counsel
TECO ENERGY: Moody's Assigns Loss-Given-Default Ratings

TIMKEN CO: Plans to Exit Seamless Steel Tube Manufacturing in UK
TOWER RECORDS: Great American to Close Mass. Stores This Year
TVO ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
UNIVERSAL EXPRESS: Pollard-Kelley Expresses Going Concern Doubt
UNIVERSITY HEIGHTS: Case Summary & 20 Largest Unsecured Creditors

UNIVERSITY MEDICAL: Case Summary & 19 Largest Unsecured Creditors
USA COMMERCIAL: Rights Holders Tap Gordon & Silver as Counsel
USGEN NEW ENGLAND: Court Denies Request to Preclude Bid Reference
WACHOVIA BANK: Good Credit Cues S&P to Raise & Affirm Ratings
WACHOVIA BANK: S&P Puts Low-B Ratings on Six Certificate Classes

WISCONSIN AVENUE: Paydown Prompts Fitch to Lift Rating to BB+
YARRAMAN WINERY: Kabani & Company Raises Going Concern Doubt
YORKVIEW TERRACE: Case Summary & 20 Largest Unsecured Creditors

* BOND PRICING: For the week of October 9 -- October 13, 2006

                             *********

ADELPHIA COMMS: Unit Can Sell Property to Tulsat $1.7 Million
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted permission to ACC Operations, Inc., an Adelphia
Communications Corp. debtor-affiliate, to sell the Property
pursuant to the Tulsat Agreement.

As reported in the Troubled Company Reporter on Aug. 29, 2006, ACC
Operations owns various models of digital set-top converters that
are not being used in any of the Debtors' operations and are not
being transferred to Time Warner NY Cable, LLC, or to Comcast
Corporation in connection with the sale of substantially all of
the ACOM Debtors' assets.

Accordingly, ACC Operations has entered into a sale terms
agreement to sell digital converters to Tulsat-Pennsylvania, LLC,
for $1,741,179.

According to Shelley C. Chapman, Esq., at Willkie Farr & Gallagher
LLP, in New York, the proceeds of the sale of the Property will be
deposited in the Debtors' post-closing accounts held by JPMorgan
Chase Bank, N.A., and invested in accordance with the investment
practices and guidelines approved by the Court on July 28, 2006.

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

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


ADVANCED MICRO: ATI Purchase Gets Canadian Regulatory Approval
--------------------------------------------------------------
Advanced Micro Devices, Inc., and ATI Technologies Inc. disclosed
that the proposed acquisition of ATI by AMD has been approved by
the Minister of Industry under the Investment Canada Act,
satisfying one of the conditions to the closing of the
acquisition.

"We are confident that our plans for the combination of AMD and
ATI will deliver world-class customer-centric solutions and will
benefit Canada and its future role in the technology industry,"
said AMD Chairman and CEO Hector Ruiz.  "We look forward to the
successful completion of the transaction that will generate new
opportunities for both companies, the employees and the
communities in which we operate."

The proposed acquisition, announced on July 24, 2006, still
remains subject to the approval of ATI shareholders, court
approval of the plan of arrangement and other customary closing
conditions. Subject to satisfaction or waiver of these conditions,
the transaction is expected to be completed during the week of
October 23.

As reported in the Troubled Company Reporter on Oct. 12, 2006, the
Fair Trade Commission of Taiwan cleared the proposed merger.

Demonstrating that the transaction will be a net benefit to
Canada, AMD made several commitments to the Minister of Industry
with respect to its Canadian operations, including:

    --  Plans to expand research and development in Canada by
        committing to increase the number of employees in the R&D
        sector in Canada, increase total expenditures on research
        and development in Canada when compared to

    --  ATI's expenditures in this area in the prior years, and
        increase the number of student co-op positions that will
        be available to Canadian students at its operations in
        Canada;

    --  Nominating a Canadian for election to AMD's board of
        directors over the next five years, highlighting the
        importance that Canada will play in the ongoing operations
        of the combined AMD-ATI entity; and

    --  Plans for a global mandate for the current ATI consumer
        business unit, which will continue to be based in Markham,
        Canada.  The current head of this unit, a Canadian
        citizen, is expected to continue in this leadership role.

                            About ATI

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

                            About AMD

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

                        *     *     *

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

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


AES CORPORATION: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency downgraded its B1 Corporate
Family Rating for AES Corporation.  Additionally, Moody's revised
its probability-of-default ratings and assigned loss-given-default
ratings on these loans and bond debt obligations:

                           Projected

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

   Senior secured
   term loan due 2011     Ba2      Ba1      LGD1       2%

   Senior secured
   revolving credit
   facility due 2010      Ba2      Ba1      LGD1       2%

   Second priority
   senior secured notes
   8.75% due 2013         Ba3      Ba3      LGD3      40%

   Second priority
   senior secured notes
   9.00% due 2015         Ba3      Ba3      LGD3      40%

   Senior unsecured
   notes 8.75% due 2008    B1       B1      LGD4      55%

   Senior unsecured
   notes 9.50% due 2009    B1       B1      LGD4      55%

   Senior unsecured
   notes 9.375% due 2010   B1       B1      LGD4      55%

   Senior unsecured
   notes 8.875% due 2011   B1       B1      LGD4      55%

   Senior unsecured
   notes 7.75% due 2014    B1       B1      LGD4      55%

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%).

AES Corp. (NYSE:AES) -- http://www.aes.com/-- is a global  
power company.  The Company operates in South America, Europe,
Africa, Asia and the Caribbean countries.  Generating 44,000
megawatts of electricity through 124 power facilities, the
Company delivers electricity through 15 distribution companies.

AES's Latin America business group is comprised of generation
plants and electric utilities in Argentina, Brazil, Chile,
Colombia, Dominican Republic, El Salvador, Panama and Venezuela.
Fuels include biomass, diesel, coal, gas and hydro.  The group
also pursues business development activities in the region.  AES
has been in the region since May 1993, when it acquired the CTSN
power plant in Argentina.


AIR AMERICA: Files for Chapter 11 Protection in Manhattan
---------------------------------------------------------
Air America Radio has filed a voluntary Chapter 11 petition in the
U.S. Bankruptcy Court for the Southern District of New York,
Reuters reports.

According to Reuters, the liberal talk and news radio network        
sought protection from its creditors after negotiations with its
lenders collapsed.  

Don Jeffrey at Bloomberg News disclosed that a creditor,
Multicultural Radio Broadcasting Inc., had frozen all of Air
America's bank accounts, leaving the network with no funds to
operate.  Scott Elberg, Air America's new Chief Executive Officer,  
said the bankruptcy filing will free up these accounts.

Air America will remain on the air while under bankruptcy
protection.  Bloomberg News says that the network has received
court permission to obtain an initial $900,000 in financing from
Democracy Allies LLC.  Reports indicate that Air America intends
to borrow up to $3 million of debtor-in-possession loans from
Democracy Allies.

In September, Air America had discounted rumors that it will file
for bankruptcy.  Air American spokeswoman Jaime Horn had said that
no decision has been taken to make any filing of any kind.

Rumors of a possible bankruptcy filing were fanned by layoffs at
the network and comments by radio personality, Al Franken, saying
that he has not received his paycheck.

Air America Radio -- http://www.airamerica.com/-- is a full-  
service radio network and program syndication service in the
United States.  The network debuted on March 31, 2004, and
features discussion and information programs reflecting a liberal,
left wing, or progressive point of view.  The network specializes
in presentations and monologues by on-air personalities, guest
interviews, calls by listeners, and news reports.


AIRNET COMMS: Emerges from Chapter 11 Protection
------------------------------------------------
AirNet Communications Corporation has disclosed that its plan of
reorganization was approved by a court order entered on
Oct. 2, 2006, allowing AirNet to emerge from Chapter 11.  

TECORE Wireless Systems and AirNet also reported that TECORE has
completed its acquisition of AirNet by acquiring all of re-
organized AirNet's new stock; and provided exit financing to
further strengthen AirNet's balance sheet.  AirNet's operation
will remain in Melbourne, Florida.

"We are extremely pleased to have concluded our reorganization
while simultaneously retaining our valuable customers and our core
technical personnel and assets," said Glenn Ehley, AirNet's
emeritus CEO.

The plan approved by the court maximizes creditor recovery and
affords the company a new opportunity to compete in today's
wireless telecom environment.  As long time strategic partners,
the acquisition of AirNet by TECORE enhances the existing
relationship by building on the best of both companies to form an
advanced, wireless systems provider.

"TECORE's network expertise coupled with AirNet's advanced radio
technologies make this combination stronger than just the sum of
the parts," said Jay Salkini, President and CEO of TECORE.  "We
are now not only a full-line supplier, but AirNet's latest IP-
based product offerings strategically coordinated with TECORE's
SoftMSC provide the most advanced network architectures available.  
Focusing our specific strengths will allow us to penetrate new
markets while continuing to support and expand our existing
customers' networks."

A copy of the AirNet's Plan is available for a fee at:

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

                          About TECORE

Founded in 1991, TECORE Wireless Systems --htpp://www.tecore.com/
-- provides wireless communications systems.  TECORE provides
complete end-to-end wireless networks comprised of SoftMSC-based
network subsystems, advanced radio access networks featuring
CoreCell base stations offerings and a suite of professional
services.

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


ALANCO TECHNOLOGIES: Semple & Cooper Raises Going Concern Doubt
---------------------------------------------------------------
Semple & Cooper LLP expressed substantial doubt about Alanco
Technologies, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the fiscal year
ended June 30, 2006.  The auditing firm pointed to the Company's
recurring losses from operations, working capital deficit and
anticipates additional losses in the next year.

The Company reported a $4.5 million net loss on $6.6 million of
net revenues for the fiscal year ended June 30, 2006, compared to
a $4.3 million net loss on $7.1 million of net revenues in 2005.

The Company's June 30 balance sheet also showed strained liquidity
with $6.6 million in total current assets available to pay
$13.8 million in total current liabilities coming due within the
next 12 months.

A full-text copy of the Company's Annual Report is available for
free at http://researcharchives.com/t/s?135e

Headquartered in Scottsdale, Arizona, Alanco Technologies, Inc.,
develops TSI PRISM RFID continuous tracking system for the
corrections industry, which tracks the location and movement of
inmates and officers, resulting in significant prison operating
cost reductions and dramatically enhanced officer safety and
facility security.  Utilizing RFID (Radio Frequency
Identification) tracking technology with proprietary software and
patented hardware components, TSI PRISM provides real-time inmate
and officer identification, location and tracking capabilities
both indoors and out.  The TSI PRISM system is currently utilized
in prisons in Michigan and California, and a new 2,000-bed medium-
security prison in Illinois.  The company also participates in the
data storage industry through two subsidiary companies: Arraid
Inc., a manufacturer of proprietary storage products to upgrade
older "legacy" computer systems; and Excel/Meridian Data Inc., a
manufacturer of Network Attached Storage systems.


ALLEGHENY ENERGY: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its Ba2 Corporate
Family Rating for Allegheny Energy, Inc. and Senior Unsecured
Credit Facility.  Moody's assigned those debentures an LGD4 rating
suggesting noteholders will experience a 50% loss in case of
default.

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

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

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

Headquartered in Greensburg, Pennsylvania, Allegheny Energy, Inc.,
(NYSE:AYE) -- http://www.alleghenyenergy.com/-- is an investor-
owned utility consisting of two major businesses.  Allegheny
Energy Supply owns and operates electric generating facilities,
and Allegheny Power delivers low-cost, reliable electric service
to customers in Pennsylvania, West Virginia, Maryland and
Virginia.


AMERIVEST PROPERTIES: Sells Dallas Property for $25.5 Million
-------------------------------------------------------------
AmeriVest Properties Inc. completed the sale of its Parkway Centre
III office building in Dallas, Texas for $25,575,000 to Koll/PER
LLC.

The estimated cash proceeds of approximately $10 million, after
assignment of the first mortgage, closing costs and adjustments,
will be accumulated with other proceeds and made available,
subject to the expenses and other costs of the Company, for
distribution to shareholders under the plan of liquidation
approved by AmeriVest shareholders.  

This is the fourth closing under the July 17, 2006 purchase
and sale agreement with Koll/PER.  Additional closings will
be scheduled as loan assumption approvals are received from
AmeriVest's mortgage lenders and other traditional closing
activities are completed.

The Board of Directors of AmeriVest has not yet established any
dates for the payment of liquidating distributions.  There can
be no assurance with respect to the timing or amount of any
distribution or distributions to be made by AmeriVest, or that any
other closings will occur under the purchase and sale agreement or
otherwise.

Koll/PER LLC a limited liability company owned by The Koll Company
of Newport Beach, California, and the Public Employee Retirement
System of Idaho.

                  About AmeriVest Properties

Headquartered in Denver, Colorado, AmeriVest Properties Inc.
(AMEX: AMV) -- http://www.amvproperties.com/-- provides Smart  
Space for Small Business(TM) in Denver, Phoenix, and Dallas
through the acquisition, repositioning and operation of multi-
tenant office buildings in those markets.

                         *     *     *

As reported in the Troubled Company Reporter on June 5, 2006,
AmeriVest Properties Inc.'s stockholders approved a Plan of
Liquidation at its annual meeting.

Under the Plan, the Company's remaining 12 office properties
will be sold on an orderly basis and proceeds distributed to
stockholders.  All 12 properties are listed with Trammell Crow
Company and the sales process is being managed through Trammell
Crow's Denver office.  Detailed information regarding the
properties was released to over 4,000 prospective purchasers
on May 1, 2006.


AQUILA INC: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency downgraded its B1 Corporate
Family Rating for Aquila Inc. to B2.  Additionally, Moody's
revised and held its probability-of-default ratings and assigned
loss-given-default ratings on these loans and bond debt
obligations:

                           Projected

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

   Senior secured
   credit facility        Ba2      Ba1      LGD1       2%

   Senior unsecured
   notes                  B2       B2       LGD3      43%

   Convertible subor.
   debentures            Caa1     Caa1      LGD5      88%

   Senior unsecured
   shelf                (P)B2     (P)B2     LGD3      43%

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

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

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

Based in Kansas City, Missouri, Aquila, Inc. (NYSE:ILA) --
http://www.aquila.com/-- operates electricity and natural   
gas transmission and distribution utilities serving customers
in Colorado, Iowa, Kansas, Michigan, Minnesota, Missouri and
Nebraska.  The company also owns and operates power generation
assets.


ASSET BACKED: Fitch Rates $ 10.99 Million Class B Certs. at BB+
---------------------------------------------------------------
Fitch rates Asset Backed Funding Asset-Backed Certificates,
$1.072 billion mortgage pass-through certificates, Series 2006-
OPT2 (which closed on Oct. 12, 2006):

     --$866.22 million classes A1, A2 and A-3A through A-3D 'AAA';
     --$49.47 million class M1 'AA+';
     --$30.62 million class M2 'AA';
     --$21.59 million class M3 'AA-';
     --$19.24 million class M4 'A+';
     --$19.24 million class M5 'A';
     --$18.69 million class M6 'A-;
     --$17.04 million class M7 'BBB+';
     --$10.44 million class M8 'BBB';
     --$8.79 million class M9 'BBB-';
     --$10.99 million privately offered class B 'BB+'.

The 'AAA' rating on the senior certificates reflects the 21.20%
total credit enhancement provided by the 4.50% class M1, the 2.79%
class M2, the 1.96% class M3, the 1.75% class M4, the 1.75% class
M5, the 1.70% class M6, the 1.55% class M7, the 0.95% class M8,
the 0.80% class M9, 1% privately offered class B and the initial
and target overcollateralization of 2.45%.  All certificates have
the benefit of monthly excess cash flow to absorb losses.  In
addition, the ratings reflect the quality of the loans, the
integrity of the transaction's legal structure as well as the
capabilities of Option One Mortgage Corp. as servicer and Wells
Fargo Bank, N.A., as Trustee.

The certificates are supported by three collateral groups.  Group
I will consist of 1,679 mortgage loans that have original
principal balances that conform to Fannie Mae guidelines.  The
Group I mortgage pool consists of first and second lien,
adjustable-rate and fixed-rate mortgage loans that have a cut-off
date pool balance of $294,999,036.  Approximately 13.09% of the
mortgage loans are fixed rate mortgage loans and 86.91% are
adjustable-rate mortgage loans.  The second lien amount is 0.95%.
The weighted average current loan rate is approximately 8.895%.  
The weighted average remaining term to maturity is 358 months.  
The average principal balance of the loans is $175,699.  The
weighted average original combined loan-to-value ratio is 78.21%.  
The weighted average FICO score is 594. The properties are
primarily located in California (16.79%), Florida (15.00%), and
Texas (9.77%).

Group II will consist of 1,653 mortgage loans that have original
balances that conform to Freddie Mac guidelines.  The Group II
mortgage pool consists of first and second lien, adjustable-rate
and fixed-rate mortgage loans that have a cut-off date pool
balance of $295,006,330.  Approximately 12.96% of the mortgage
loans are fixed rate mortgage loans and 87.04% are adjustable-rate
mortgage loans.  The second lien amount is 1.28%.  The weighted
average current loan rate is approximately 8.895%.  The weighted
average remaining term to maturity is 358 months.  The average
principal balance of the loans equals $178,467.  The weighted
average original combined loan-to-value ratio is 77.78%.  The
weighted average FICO score is 594.  The properties are primarily
located in California (17.01%), Florida (12.49%), and New York
(9.77%).

Group III will consist of 1,720 mortgage loans that have original
balances that may or may not conform to Fannie Mae or Freddie Mac
guidelines.  The Group III mortgage pool consists of first and
second lien, adjustable-rate and fixed-rate mortgage loans that
have a cut-off date pool balance of $509,258,617.  Approximately
19.95% of the mortgage loans are fixed rate mortgage loans and
80.05% are adjustable-rate mortgage loans.  The second lien amount
is 2.12%. The weighted average current loan rate is approximately
8.409%.  The weighted average remaining term to maturity is 358
months.  The average principal balance of the loans equals
$296,081.  The weighted average original combined loan-to-value
ratio is 81.30%.  The weighted average FICO score is 622.  The
properties are primarily located in California (35.64%), New York
(10.60%), and Florida (10.46%).

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.

Option One was incorporated in 1992, and began originating and
servicing subprime loans in February 1993.  Option One is a
subsidiary of Block Financial, which is in turn a subsidiary of H
& R Block, Inc.


ASSET BACKED: S&P Junks Rating on Class B Certificates
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from three transactions issued by Asset Backed Securities
Corp. Home Equity Loan Trust.

Three of the lowered ratings remain on CreditWatch with negative
implications, where they were placed on July 19, 2006.  In
addition, the rating on class B from series 2002-HE2 is removed
from CreditWatch negative because the rating is 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.

Finally, the ratings on five other classes are affirmed.

The lowered ratings are the result of realized losses that have
continuously exceeded excess interest, which has resulted in a
constant erosion of overcollateralization.

During the previous six remittance periods, average monthly
realized losses have outpaced excess interest by approximately
2.20x for series 2001-HE1, 3.23x for series 2002-HE2, and 3.19x
for series 2003-HE1.

As of the September 2006 distribution date, the transactions with
lowered ratings had paid down to less than 12% of their original
issuance amounts.

Severely delinquent loans (90-plus-days, foreclosure, and REO)
ranged from 18.92% to 27.10% of the current pool balances, and
cumulative realized losses ranged from 1.59% to 3.80% of the
original pool balances.

Standard & Poor's will continue to monitor the performance of
these transactions.  If delinquencies continue to translate into
realized losses and overcollateralization is eroded further, we
will take additional negative rating actions.

Conversely, if realized losses no longer outpace monthly
excess interest and the levels of overcollateralization rebuild
toward their target balances, we will affirm the ratings and
remove them from CreditWatch.  

Credit support for these transactions is provided by a combination
of subordination, overcollateralization, and excess spread.  The
underlying collateral for these transactions consists of pools of
closed-end, first-lien, fixed- and adjustable-rate mortgage loans
with original terms to maturity not greater than 30 years.
  
       Ratings Lowered and Remaining on Creditwatch Negative

       Asset Backed Securities Corp. Home Equity Loan Trust
              Asset-backed pass-through certificates

                                      Rating
                                      ------
        Series      Class       To              From
        ------      -----       --              ----
        2001-HE1    B       BB/Watch Neg    BBB-/Watch Neg
        2003-HE1    M3      BB/Watch Neg    BBB/Watch Neg
        2003-HE1    M4      B/Watch Neg     BB/Watch Neg

                          Rating Lowered

       Asset Backed Securities Corp. Home Equity Loan Trust
              Asset-backed pass-through certificates

                           Rating

             Series      Class   To           From
             ------      -----   --           ----
             2002-HE2    B       CCC       B/Watch Neg
    
                         Ratings Affirmed

       Asset Backed Securities Corp. Home Equity Loan Trust
              Asset-backed pass-through certificates

                   Series      Class      Rating
                   ------      -----      ------
                   2001-HE1    M-1         AAA
                   2001-HE1    M-2         A
                   2002-HE2    M2          A
                   2003-HE1    M1          AA
                   2003-HE1    M2          A


B&B FARMS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: B&B Farms
        c/o Art Beckwith
        P.O. Box 1029
        Progreso, TX 78579
        Tel: (956) 565-1998

Bankruptcy Case No.: 06-70470

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                            Case No.
      ------                            --------
      Arthur E. Beckwith and            06-70471
      Nan W. Beckwith

      Arthur Benton Beckwith and        06-70472
      Melissa K. Beckwith

Chapter 11 Petition Date: October 13, 2006

Court: Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtors' Counsel: David R. Langston, Esq.
                  Mullin Hoard & Brown, LLP
                  P.O. Box 2585
                  Lubbock, TX 79408
                  Tel: (806) 765-7491
                  Fax: (806) 765-0553

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


BANC OF AMERICA: S&P Rates $49.8 Mil. Commercial Certs. at BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Banc of America Large Loan, Inc.'s $1.2 billion
commercial mortgage pass-through certificates series 2006-BIX1.

The preliminary ratings are based on information as of Oct. 12,
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 mortgage loans, and the
geographic and property type diversity of the loans.

Standard & Poor's Ratings Services' analysis determined that, on a
weighted average basis, the trust pool has a debt service coverage
of 1.38x based on a weighted average stressed constant of 9.5%, a
beginning LTV of 67.8%, and an ending LTV of 67.7%.
    
                 Preliminary Ratings Assigned
               Banc Of America Large Loan, Inc.
    
                             Preliminary   Recommended credit
    Class      Rating           amount           support
    -----      ------        -----------   ------------------
    A-1        AAA          $670,386,391         41.688%
    A-2        AAA          $223,462,130         22.250%
    B          AAA           $15,035,235         20.942%
    C          AA+           $43,214,117         17.183%
    D          AA            $42,413,742         13.494%
    E          AA-           $28,275,828         11.034%
    F          A+            $28,275,828          8.575%
    G          A             $28,275,828          6.115%
    H          A-            $28,270,667          3.656%
    J          BBB+          $11,266,622          2.676%
    K          BBB           $11,839,155          1.646%
    L          BBB-          $18,928,858          0.000%
    X-1A*      AAA        $1,149,644,401            N/A
    X-1B*      AAA        $1,149,644,401            N/A
    X-2*       AAA           $60,000,000            N/A
    X-3*       AAA          $103,500,000            N/A
    X-4*       AAA          $605,592,020            N/A
    X-5*       AAA          $229,500,000            N/A

               Junior nonpool certificates

    J-CP       BBB           $13,676,531            N/A
    K-CP       BBB-          $20,277,448            N/A
    L-CP       BB+           $39,763,525            N/A
    J-CA       BBB-           $5,219,219            N/A
    K-CA       BB+            $3,575,567            N/A
    L-CA       BB+            $4,157,595            N/A
    M-MC       BB+            $2,000,000            N/A
    L-SC       BB+              $400,000            N/A
   
          * Interest-only class with a notional amount.
                       N/A - Not applicable.


BOLTHOUSE FARMS: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products sector, the rating
agency confirmed its B2 Corporate Family Rating for Bolthouse
Farms Inc.  Additionally, Moody's revised its probability-of-
default ratings and assigned loss-given-default ratings on these
debt and equity securities:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Security Issue       Rating   Rating   Rating   Default
   --------------       -------  -------  ------   ----------
   $75 million Gtd. Sr.
   Sec. Revolving
   Credit Facility
   Due Nov. 17, 2011      B2       B1      LGD3       41%

   $500 million Gtd. Sr.
   Sec. 1st Lien Term
   Loan Due
   Nov. 17, 2012          B2       B1      LGD3       41%

   $150 million Gtd. Sr.
   Sec. Second Lien
   Term Loan
   Due Nov. 17, 2013      B3      Caa1     LGD6       91%

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

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

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

Based in Bakersfield, California, Bolthouse Farms Inc. --
http://www.bolthouse.com/-- is a fourth-generation family farm,  
located in California's fertile San Joaquin Valley.  The company
is a producer of fresh-cut carrots, carrot sticks and chips,
carrot juice and pre-cut and pre-peeled baby carrots for both
retail consumers and foodservice industry customers.  The
company's other products include orange juice, passion fruit
juice, fruit smoothies, chai tea, and lemonade.  Founded in 1915,
Bolthouse Farms grows its carrots year-round and ships more than
35,000 tons of carrots every month.


C-BASS: High Delinquencies Prompt S&P's Negative Creditwatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on three
classes from three C-BASS transactions on CreditWatch with
negative implications.  At the same time, the ratings on 12 other
classes from these transactions are affirmed based on the level of
credit enhancement available to support the notes.

The CreditWatch placements reflect relatively high delinquencies,
which have the potential to reduce credit enhancement for these
classes.

Serious delinquencies (90-plus days, foreclosures, and REO) for
these transactions range from 11.51% to 28.00% of the current pool
balances, and cumulative realized losses range from 2.77% to 5.98%
of the original pool balances.

The transactions have paid down to less than 15% of their original
issuance amounts.  In addition, series 2002-CB5 and 2002-CB6 have
fully stepped down.

Standard & Poor's will continue to monitor the performance of
these transactions.  If delinquencies translate into realized
losses that exceed monthly excess interest, S&P will likely lower
our ratings on these classes.

Conversely, if excess interest covers monthly losses and
overcollateralization levels build toward their respective target
balances, S&P will affirm the ratings and remove them from
CreditWatch.

The pools were initially composed of performing, nonperforming,
and reperforming conventional, subprime, fixed- and adjustable-
rate mortgage loans.  The mortgage loans are secured mostly by
first liens on one- to four-family residential properties.  A
small percentage of the mortgage pools consists of mortgage loans
secured by second liens.
     
              Ratings Placed on Creditwatch Negative
   
                2002-CB1 Trust C-BASS Mortgage Loan
             Asset-Backed Certificates Series 2002-CB1

                                        Rating
                                        ------
         Series      Class        To                From
         ------      -----        --                ----
         2002-CB1    B-2          BB/Watch Neg      BB
  
                2002-CB5 Trust C-BASS Mortgage Loan
             Asset-Backed Certificates Series 2002-CB5

                                        Rating
                                        ------
         Series      Class        To                From
         ------      -----        --                ----
         2002-CB5    B-1          A/Watch Neg       A
    
                2002-CB6 Trust C-BASS Mortgage Loan
             Asset-Backed Certificates Series 2002-CB6

                                        Rating
                                        ------
         Series      Class        To                From
         ------      -----        --                ----
         2002-CB6    B-3          BB+/Watch Neg     BB+
    
                         Ratings Affirmed
      
                2002-CB1 Trust C-BASS Mortgage Loan
             Asset-Backed Certificates Series 2002-CB1

               Series      Class              Rating  
               ------      -----              ------
               2002-CB1    M-1                AAA
               2002-CB1    M-2                A+
               2002-CB1    B-1                BBB
  
                   2002-CB5 C-BASS Mortgage Loan
             Asset-Backed Certificates Series 2002-CB5

           Series      Class                      Rating  
           ------      -----                      ------
           2002-CB5    AF-3, AV-2, M-1, M-2       AAA
    
                2002-CB6 Trust C-BASS Mortgage Loan
             Asset-Backed Certificates Series 2002-CB6

                  Series      Class        Rating  
                  ------      -----        ------
                  2002-CB6    M-1          AA
                  2002-CB6    M-2F, M-2V   A   
                  2002-CB6    B-1          BBB+
                  2002-CB6    B-2          BBB-


CALIFORNIA STEEL: Earns $33.9 Million for Quarter Ended Sept. 30
----------------------------------------------------------------
California Steel Industries, Inc., reported third quarter results
for the quarter ended Sept. 30, 2006.  Net sales for the period
were $382.3 million, from shipments of almost 505,000 net tons and
net income for the period is $33.9 million.

The Company shipped 504,647 net tons of steel products, a 10%
increase over third quarter 2005, and about 4% lower than the
second quarter of 2006.  The higher shipment levels, along with
improved sales prices resulted in sales revenues for third quarter
2006 about 33% higher than third quarter 2005.

Net income of $33.9 million is higher than third quarter 2005's
net loss of $1.1 million, and consistent with second quarter
2006's net income of $36.3 million.  EBITDA for the quarter was
$62.9 million, compared with third quarter 2005 results of
$6.7 million.

Year-to-date, sales revenues total $1.04 billion, compared with
$933.6 million in 2005.  Year-to-date net income is $100.5 million
versus $30.7 million in 2005.  EBITDA is $191.8 million, compared
with 2005's $80.8 million.

"Market conditions in third quarter continued to be strong,
particularly in galvanized and pipe products," Masakazu Kurushima,
president and chief executive officer, said.  "This is again an
excellent quarter for California Steel Industries," Mr. Kurushima
continued.

The Company disclosed that during third quarter 2006, it paid
dividends to its shareholders in the amount of $73.3 million, of
which, $33.3 million represent dividends paid against the first
semester 2006 earnings and $40 million represent a special
dividend.

The Company also disclosed that it had no outstanding balance
under its revolving credit agreement as of Sept. 30, 2006, and
availability is over $108.7 million.  The Company has a cash
balance as of Sept. 30, 2006 of $103.1 million.

Headquartered in Fontana, California, California Steel Industries
produces flat rolled steel products in the western United States
based on tonnage billed, with a broad range of products, including
hot rolled, cold rolled, and galvanized sheet and electric
resistant welded pipe.  The company has about 1,000 employees.

                          *     *     *

California Steel Industries' 6-1/8% Series B Senior Notes due 2014
carry Moody's Investor Service's Ba2 rating and Standard & Poor's
BB- rating.


CATHOLIC CHURCH: Davenport Taps Lane & Waterman as General Counsel
------------------------------------------------------------------
The Catholic Diocese of Davenport seeks permission from the U.S.
Bankruptcy Court for the Southern District of Iowa to employ Lane
& Waterman LLP as its general reorganization and restructuring
counsel effective as of Oct. 10, 2006.

L&W has the accessibility, experience, expertise, and resources to
provide the multi-faceted legal services needed by the Diocese,
Charlene Maaske, Davenport's chief financial office, tells Judge
Lee Jackwig.

Lane & Waterman will assist the Diocese in the:

   (a) negotiation and refinement of a plan of reorganization;

   (b) selection and coordination of the efforts of the experts,
       which may be employed by the Diocese to ascertain the
       values of the bankruptcy estate, and to perform other
       analyses as may be presented by the creditors and other
       interested parties in the case;

   (c) evaluation of personal and real property issues;

   (d) evaluation and advice on the unique aspects of the
       reorganization case and the relationship between the
       Bankruptcy Code and applicable law and the law governing
       the activities of a Roman Catholic Diocese; and

   (e) evaluation and prosecution, where appropriate, of any
       claims which may be asserted by the Diocese.

Ms. Maaske relates that the firm's professionals will be paid at
these hourly rates:

          Professional                  Hourly Rate
          ------------                  -----------
          Richard A. Davidson, Esq.         $230
          R. Scott Van Vooren, Esq.         $230
          Catherine E. Hult, Esq.           $190
          Other Partners                $190 - $215
          Associates                        $150
          Paralegals                        $90

The Diocese has paid the firm $34,718 as retainer fee, which was
deposited in a segregated trust account pursuant to L&W's letter
of engagement.

L&W's services will not duplicate or overlap the efforts of any
other professional employed by the Diocese, Ms. Maaske assures.  
The Diocese intends to employ McGladrey & Pullen P.C., as
accountants, and Donald Stanforth, as investment advisor.

Ms. Maaske attests that the L&W is a "disinterested" person.  To
the best of the Diocese's knowledge, the L&W does not have any
connections with the Diocese or its creditors, or any other
parties-in-interest in the bankruptcy case.

                      About Davenport Diocese

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006.  Richard
A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  In its Schedules
of Assets and Liabilities filed with the Court, the Davenport
Diocese reports $4,492,809 in assets and $1,650,439 in
liabilities.  (Catholic Church Bankruptcy News, Issue No. 71;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC: Davenport Wants to Continue Using Cash Management System
------------------------------------------------------------------
The Catholic Diocese of Davenport seeks the U.S. Bankruptcy Court
for the Southern District of Iowa's authority to continue the use
of its cash management system.

Richard A. Davidson, Esq., at Lane & Waterman LLP, in Davenport,
Iowa, relates that as of the its chapter 11 filing, the Diocese
maintained several bank accounts including an operating account
and several other special purpose accounts.

By limiting the number of its bank accounts, the Diocese has
reduced the complexity of its cash management system and the
accompanying risk of error and loss, Mr. Davidson tells the Court.

All deposits and payment activity occurs through the Operating
Account.  

The Diocese receives funds from a variety of sources, including
from its own operations, billings to parishes and other
organizations for services, and voluntary gifts from the
Parishes.  

The Diocese serves as the collection agent and custodian for
numerous national Catholic special collections that are collected
in the Parishes for restricted purposes to which parishioners
donate.  That system, Mr. Davidson notes, is more efficient for
those organizations to receive one check from the Diocese than it
is to receive a number of checks from each Parish.

The Diocese also bills and collects for other employee benefits
and insurance premiums from Parishes and other Catholic
organizations.  The Diocese takes charge in paying for those
employee benefits and insurance premiums in a lump sum.

All the receipts and amounts remitted are deposited by the Diocese
into the Operating Account and fully accounted for on the books
and records.  Funds are then disbursed out of the Operating
Account directly to the organization, which is the ultimate
beneficiary or payee.  

Mr. Davidson says the Diocese's cash management system provides an
efficient and a secured means of managing and disbursing cash for
the Davenport's operations.

                      About Davenport Diocese

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006.  Richard
A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  In its Schedules
of Assets and Liabilities filed with the Court, the Davenport
Diocese reports $4,492,809 in assets and $1,650,439 in
liabilities.  (Catholic Church Bankruptcy News, Issue No. 71;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CITIGROUP COMMERCIAL: S&P Puts Low-B Ratings on Three Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Citigroup Commercial Mortgage Trust 2006-FL2's
$1.32 billion commercial mortgage pass-through certificates from
series 2006-FL2.

The preliminary ratings are based on information as of Oct. 12,
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 mortgage loans, and the
geographic and property type diversity of the loans.
    
                   Preliminary Ratings Assigned
    
           Citigroup Commercial Mortgage Trust 2006-FL2

                 Preliminary   Preliminary    Recommended
      Class       rating(i)       amount     credit support
      -----      -----------   -----------   --------------
      A-1           AAA       $712,094,000       20.500%
      A-2           AAA       $237,365,000       20.500%
      B             AA+        $17,915,000       17.000%
      C             AA+        $20,900,000       17.000%
      D             AA         $38,814,000       13.625%
      E             AA-        $26,872,000       11.250%
      F             A+         $26,871,000        9.000%
      G             A          $23,886,000        6.750%
      H             A-         $20,900,000        4.500%
      J             BBB+       $22,393,000        3.875%
      K             BBB        $22,393,000        2.000%
      L             BBB-       $23,886,245        0.000%
      CAC-1*        TBD           $978,603           N/A
      CAC-2*        TBD           $670,418           N/A
      CAC-3*        TBD           $779,549           N/A
      CAN-1*        TBD         $2,564,349           N/A
      CAN-2*        TBD         $3,802,021           N/A
      CAN-3*        TBD         $7,455,660           N/A
      CNP-1*        BBB-       $10,600,000           N/A
      CNP-2*        TBD        $20,117,692           N/A
      CNP-3*        BB+         $5,182,308           N/A
      DHC-1*        BBB         $1,000,000           N/A
      DHC-2*        BBB-        $1,100,000           N/A
      DHC-3*        BBB-        $1,100,000           N/A
      DSG-1*        NR          $1,000,000           N/A
      DSG-2*        NR          $1,400,000           N/A
      HFL*          NR          $1,200,000           N/A
      HGI-1*        BBB-        $4,000,000           N/A
      HGI-2*        BBB-        $8,500,000           N/A
      HMP-1*        NR          $2,800,000           N/A
      HMP-2*        NR          $3,300,000           N/A
      HMP-3*        NR          $2,700,000           N/A
      MVP*          AA-         $7,018,338           N/A
      PHH-1*        NR         $12,000,000           N/A
      PHH-2*        NR          $8,800,000           N/A
      RAM-1*        NR          $2,000,000           N/A
      RAM-2*        BB+         $2,400,000           N/A
      SRL*          NR          $1,100,000           N/A
      WBD-1*        BBB-        $6,000,000           N/A
      WBD-2*        BB+         $4,000,000           N/A
      WPP*          NR          $1,100,000           N/A
      X-1A(ii)      AAA     $1,194,289,245(iii)      N/A
      X-1B(ii)      AAA     $1,194,289,245(iii)      N/A

            (i) The rating of each class of securities is
                preliminary and subject to change at any time.

                     (ii) Interest-only class.

                       (iii) Notional amount.

                       * Loan-specific class.

                       N/A - Not applicable.

                          NR - Not rated.

                      TBD - To be determined.


CMS ENERGY: Subsidiary Inks Peabody Pact to Co-Develop Power Plant
------------------------------------------------------------------
CMS Enterprises, a subsidiary of CMS Energy, signed agreements
with Peabody Energy to co-develop the Prairie State Energy Campus,
a 1,600-megawatt power plant and coal mine in southern Illinois.

"Selecting CMS Enterprises as operator marks significant progress
in our development process, allowing Prairie State to move forward
with a recognized leader to deliver clean, low-cost energy for the
region," Rick A. Bowen, Peabody President of Generation and Btu
Conversion, said.  "CMS Enterprises brings terrific expertise in
power plant construction and operations that complements Peabody's
skills."

"We're excited about our partnership with Peabody Energy and the
opportunities presented by the Prairie State Energy Campus.  This
business brings together the strengths of both companies," Thomas
Elward, president and chief operating officer of CMS Enterprises,
said.

The Company disclosed that CMS Enterprises and Peabody Energy will
co-develop and each own 15% of Prairie State indirectly through a
jointly owned limited liability company.  The remainder is
expected to be owned by a number of Midwest municipal utilities
and electric cooperatives with commitments already secured for 53%
of the ownership.

CMS Enterprises will serve as lead developer, construction
manager, and operator of the mine-mouth power plant, which will be
able to generate enough power to serve a million people.  Peabody
Energy - the largest private sector coal producer in the world -
will be lead developer of the Lively Grove Mine that will fuel the
power plant for an estimated 30 years.  The plant and mine site is
about 40 miles southeast of St. Louis, near Lively Grove. Ill.

Financial close of the project is contingent upon Peabody and CMS
Enterprises being able to secure:

   -- Non-recourse project financing;

   -- An engineering, procurement, and construction contract for
      the power plant; and

   -- Long-term power purchase agreements for a substantial
      portion of CMS Enterprises' and Peabody Energy's share of
      the project's output.

The Company also disclosed that CMS Enterprises and Peabody Energy
are optimistic that the conditions can be met for a financial
close. An engineering, procurement, and construction contract for
the power plant is being negotiated.  The plant cost is estimated
to be in excess of $2.5 billion.  CMS Enterprises expects to make
a long-term equity investment of about $200 million at the
completion of construction.

Construction of the first 800-megawatt generating unit is expected
to take about four years to complete and the second 800-megawatt
unit will be completed shortly afterward.

David Joos, president and chief executive officer, said Prairie
State fits well into the Company's strategy of pursuing growth
opportunities at CMS Enterprises while focusing on its Michigan
utility, Consumers Energy.

"We are pursuing a disciplined growth strategy at CMS Enterprises.
That strategy is focused on enhancing future earnings and cash
flow with low financial risk.  With the Prairie State Energy
Campus, we will have a strong partnership team, long-term power
purchase contracts, and extremely stable fuel costs.  It's an
opportunity that also allows CMS Enterprises to utilize its main
strengths, building and operating power plants," Mr. Joos said.

                      About Peabody Energy

Peabody Energy (NYSE: BTU) is a private-sector coal company.  Its
coal products fuel more than 10% of all U.S. electricity
generation and 3% of worldwide electricity.

                        About CMS Energy

CMS Energy Corporation -- http://www.cmsenergy.com-- is a
Michigan-based company that has as its primary business operations
an electric and natural gas utility, natural gas pipeline systems,
and independent power generation.  Through its regulated utility
subsidiary, Consumers Energy, the company provides natural gas and
electricity to almost 60% of nearly 10 million customers in
Michigan's lower-peninsula counties.


CMS ENERGY: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency downgraded its Ba1 Corporate
Family Rating for CMS Energy Corporation to Ba2.  Additionally,
Moody's revised its probability-of-default ratings and assigned
loss-given-default ratings on these loans and bond debt
obligations:

                           Projected

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

   Senior secured
   revolving credit
   facility               Ba2      Ba2     LGD3       49%

   Senior unsecured
   notes                  Ba3      Ba3     LGD4       69%

   Preferred stock         B3      Ba3     LGD5       89%

   Senior unsecured
   shelf                (P)Ba3   (P)Ba3    LGD4       69%

   Subordinate debt
   shelf                (P)B2    (P)Ba3    LGD5       87%

   Preferred stock
   shelf                (P)B3    (P)Ba3    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%).

CMS Energy Corp. (NYSE: CMS) -- http://www.cmsenergy.com/-- is    
an integrated energy holding company that operates through two  
principal subsidiaries, Consumers Energy Co. and CMS Enterprises  
Co.  The company operates in three business segments: electric  
utility, gas utility and enterprises.


COGENTRIX ENERGY: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its Ba2 Corporate
Family Rating for Cogentrix Energy Inc.  Additionally, Moody's
held its probability-of-default ratings and assigned loss-given-
default ratings on these loans and bond debt obligations:

                           Projected

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

   Senior secured
   term loan due 2012     Ba2      Ba2     LGD4        50%

   Senior secured
   revolving credit
   facility due 2010      Ba2      Ba2     LGD4        50%

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%).

Cogentrix Energy, Inc., a wholly owned subsidiary of The Goldman
Sachs Group, Inc., is a leading owner and operator of independent
power and cogeneration assets in North America.  Headquartered in
Charlotte, North Carolina, Cogentrix Energy, Inc., owns a
substantial portfolio of assets consisting primarily of interests
in 26 generation facilities aggregating 3,349 megawatts net
ownership in operation.


COMM 2006-FL12: S&P Puts Low-B Ratings on Two Class Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to COMM 2006-FL12's $2.573 billion commercial mortgage
pass-through certificates series 2006-FL12.

The preliminary ratings are based on information as of Oct. 12,
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, liquidity provided by the
fiscal agent, economics of the underlying loans, transaction
structure, and geographic diversity of the loans.

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.51x on a weighted
average assumed refinance constant of 9.52, and a beginning and
ending LTV of 59.3%.
    
                   Preliminary Ratings Assigned
                          COMM 2006-FL12
   
   Class      Rating      Amount     Recommended credit support
   -----      ------      ------     --------------------------
   A-1         AAA    $217,035,000           40.894%
   A-2         AAA  $1,303,965,000           40.894%
   A-J         AAA    $507,000,000           21.192%
   B           AA+    $111,000,000           16.879%
   C           AA+     $78,000,000           13.848%
   D           AA      $86,000,000           10.506%
   E           AA      $64,000,000            8.019%
   F           AA-     $64,000,000            5.532%
   G           A+      $61,000,000            3.161%
   H           A       $38,000,000            1.684%
   J           A-      $43,345,775            0.000%
   CN1         BBB-    $41,000,000              N/A
   CN2         NR      $28,000,000              N/A
   CN3         NR      $27,754,225              N/A
   KR1         BBB+    $75,500,000              N/A
   KR2         BBB     $23,500,000              N/A
   KR3         BBB-    $66,590,000              N/A
   IP1         BBB+     $6,800,000              N/A
   IP2         BBB-    $11,200,000              N/A
   IP3         BBB-    $11,000,000              N/A
   HDC1        BBB      $5,000,000              N/A
   FSH1        BBB      $7,700,000              N/A
   FSH2        BBB-    $10,000,000              N/A
   FSH3        BBB-    $10,500,000              N/A
   CA1         NR       $2,700,000              N/A
   CA2         BBB-     $4,200,000              N/A
   CA3         NR       $4,800,000              N/A
   CA4         NR       $5,300,000              N/A
   AN1         A+       $2,800,000              N/A
   AN2         A        $3,900,000              N/A
   AN3         BBB      $6,300,000              N/A
   AN4         BBB-     $5,000,000              N/A
   SR1         BBB      $4,762,597              N/A
   MSH1        BBB+     $3,300,000              N/A
   MSH2        BBB      $2,900,000              N/A
   MSH3        BBB-     $4,800,000              N/A
   MSH4        BB+      $4,000,000              N/A
   FG1         NR       $5,900,000              N/A
   FG2         NR       $3,300,000              N/A
   FG3         NR       $2,800,000              N/A
   FG4         NR       $4,300,000              N/A
   FG5         NR       $5,500,000              N/A
   FG6         NR       $7,200,000              N/A
   LS1         BBB      $2,500,000              N/A
   LS2         BBB-     $2,700,000              N/A
   LS3         NR       $2,600,000              N/A
   TC1         BBB-     $2,900,000              N/A
   TC2         NR       $2,400,000              N/A
   LB1         NR       $2,300,000              N/A
   LB2         NR       $1,600,000              N/A
   LB3         NR       $1,600,000              N/A
   ES1         BBB-     $1,800,000              N/A
   ES2         BBB-     $1,700,000              N/A
   ES3         NR       $1,500,000              N/A
   AH1         BBB      $1,300,000              N/A
   AH2         BBB-     $1,300,000              N/A
   AH3         BBB-     $1,500,000              N/A
   AH4         BB+      $1,900,000              N/A
   CM1         A-       $1,300,000              N/A
   CM2         BBB-     $2,500,000              N/A
   X-1*        AAA             TBD              N/A
   X-2*        AAA             TBD              N/A
   X-3-BC*     AAA             TBD              N/A
   X-3-DB*     AAA             TBD              N/A
   X-3-SG*     AAA             TBD              N/A
   X-4*        AAA             TBD              N/A
   X-5-BC*     AAA             TBD              N/A
   X-5-DB*     AAA             TBD              N/A
   X-5-SG*     AAA             TBD              N/A

           * Interest-only class with a notional amount.
                          NR - Not rated.
                       N/A - Not applicable.
                      TBD - To be determined.


COMPLETE RETREATS: Hires 19 Ordinary Course Professionals
---------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Connecticut to
employ professionals that they use in the ordinary course of
their business, as of July 23, 2006.

The Court permitted the Debtors to pay compensation and reimburse
expenses to the Ordinary Course Professionals up to an aggregate
of $110,000 in any month or a greater amount that is agreed upon
by the Debtors, the United States Trustee, and the Official
Committee of Unsecured Creditors.

The Court also directed the Debtors to file with the Court and
serve on the U.S. Trustee and counsel to the Official Committee of
Unsecured Creditors monthly statements, on the 20th day of the
following month, detailing the amounts of fees and expenses paid
to the Ordinary Course Professionals.

As reported in the Troubled Company Reporter on Sept. 6, 2006,
before their bankruptcy filing, the Debtors utilized numerous
professionals to provide the services required to assist them in
managing their affairs on a day-to-day basis.  The Debtors
contend that it would be impractical, inefficient and
unnecessarily costly for them to submit individual applications
for each professional.

The Ordinary Course Professionals are:

   Professional             Services
   ------------             --------
   McAfee & Taft            General Corporate Legal Services

   Simbro & Stanley         Litigation Services (DMB & Borgata)

   Geoffrey Romany          Legal Services (Villa Paradiso)

   Shoman & Chebat          Legal Services
                            (Cayo Espanto Foreclosure)

   DLA Piper Rudnick        General Legal Services

   Gonzales Calvillo        Legal Services, Mexican counsel

   Higgs & Johnson          Legal Services, Bahamian counsel

   Shipman & Goodwin        Legal Services (Schlierff Litigation)

   Nunez Duran & Asso.      Legal Services (Schlierff Litigation)

   CPS                      Legal Services (Schlierff Litigation)

   Morris Nichol Arsht      Legal Services (Pinnacle Litigation)
   & Tunnell

   Carson McDowell Sol.     Legal Services, European counsel

   Incorporating Services   Corporate Legal Services

   Goldblatt McGuigan       Accounting Services (Europe)

   WTAS                     Accounting Services (US)

   Smith Katzenstein        Legal Services (Town Clubs)
   & Furlow

   Studio Legale            Legal Services (Umbria Property)
   Scassellati-Sforzolini

   Majors & Fox             Legal Services (Hubers Litigation)

   Barrow & Williams        Legal Services, Belize counsel

The Debtors propose that:

   (a) Each OCP will file with the Court and serve on the U.S.
       Trustee and the counsel of the Official Committee of
       Unsecured Creditors:

       * an affidavit stating, among other things, that it does
         not represent or hold any interest materially adverse to
         the Debtors or their estates with respect to the matters
         for which it would be retained; and

       * a completed retention questionnaire, detailing the type
         of services it will provide and the payment for its
         services.

   (b) Upon receipt of each Retention Affidavit, the U.S.
       Trustee, the Committee, and other parties-in-interest,
       will have 30 days to object to the OCP's employment.
       Otherwise, the OCP's employment, retention, and
       compensation will be approved without further Court order;
       and

   (c) The Debtors will pay each approved OCP 100% of its fees
       and expenses incurred upon the submission and their
       approval of an appropriate invoice describing, in
       reasonable detail, the nature of its services rendered and
       expenses actually incurred, without the need of a Court-
       filed fee application.

If an OCP's monthly fees and disbursements exceed $25,000, That
OCP must apply to be retained under the Bankruptcy Code.  The
payments to the Professional for the excess amounts, as well as
any future payments will be subject to the Court's approval.

The Debtors disclose that certain of the OCP may hold unsecured
claims against them in respect of prepetition services they have
rendered.  However, the Debtors assure the Court, none of the OCPs
represent or hold any interest adverse to the Debtors or to their
estates with respect to the matters on which they are to be
employed.

                     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).


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

                           Projected

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

   Senior secured
   revolving credit
   facility due 2011       B1       B1     LGD4       64%

   Senior secured
   term loans 2012         B1       B1     LGD4       64%

   Senior secured
   letter of credit
   facility due 2012       B1       B1     LGD4       64%

   Second lien senior
   secured term loan
   due 2013                B2       B2     LGD5       84%

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 Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).  
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans.


DANA CORP: Court Okays Pact Extending Committees' Challenge Period
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
previously extended the challenge period for the Official
Committee of Unsecured Creditors and the Ad Hoc Noteholders'
Committee in Dana Corporation and its debtor-affiliates' chapter
11 cases to contest the liens and claims under the receivables
facility.

The Receivables Facility refers to:

   * the receivables securitization program pursuant to which the
     Debtors sold certain of their receivables to Dana Asset
     Funding LLC, a non-debtor affiliate, under an Amended and
     Restated Purchase and Contribution Agreement dated April 15,
     2005; and

   * an Amended and Restated Receivables Purchase Agreement dated
     April 15, 2005, between DAF, on the one hand, and Dana
     Corporation, Falcon Asset Securitization Corporation,
     Variables Funding Capital Company LLC, JPMorgan Chase Bank,
     N.A., and Wachovia Bank National Association, on the other
     hand.  Under the RPA, interests in the Receivables Portfolio
     were simultaneously sold or pledged by DAF.  JPMorgan and
     Wachovia are committed purchasers under the RPA and serve as
     Receivables Facility Agents under the RPA.

On Feb. 24, 2006, the Debtors, DAF and the Receivables Facility
Agents entered into a waiver of the Receivables Facility
wherein the Agents required DAF to pay an aggregate $1,000,000
waiver fee.

On Feb. 27, 2006, Dana paid the Waiver Fee in two equal payments
of $500,000 to each of the Agents.

The Creditors' Committee has performed its due diligence relative
to the liens asserted by the Agents, and have determined that the
liens were valid and perfected prepetition liens in all respects,
except relative to the payment of the Waiver Fee by Dana
Corporation.

The Creditors' Committee has informally raised a potential
challenge relative to the payment of the Waiver Fee.

Accordingly, in a Court-approved stipulation, the Debtors, the
Creditors Committee, the Ad Hoc Committee and the Agents agree
that the Challenge Period for the Creditors' Committee and the Ad
Hoc Committee to contest the liens and claims under the
Receivables Facility expired on Sept. 29, 2006, with the exception
of the Committees' right to challenge all liens and claims
relative to, and the payment of, the Waiver Fee.

The Challenge Period, solely with regard to the Waiver Fee, is
extended until the earlier of the date that is 100 days after:

   (a) any of the Debtors, the Committees or the Agents send a
       written notice to other parties setting the last day of
       the Challenge Period on the 100th day; and

   (b) the Debtors or any other party-in-interest first files a
       disclosure statement with the Court pursuant to Section
       1125 of the Bankruptcy Code.

The Stipulation does not prejudice the Committees' rights to seek
additional extensions of the Challenge Period, solely as it
relates to the Waiver Fee.

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and  
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELTA WOODSIDE: Files for Bankruptcy Protection in Delaware
-----------------------------------------------------------
Delta Woodside Industries, Inc., its wholly owned subsidiary Delta
Mills, Inc., and Delta Mills Marketing, Inc., the wholly owned
subsidiary of Delta Mills, filed voluntary petitions for
bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court for the District of Delaware on
Oct. 13, 2006.

The companies are operating as debtors-in-possession pursuant to
sections 1107(a) and 1108 of the Bankruptcy Code, and the
directors and officers of each of the companies are expected to
continue to oversee the operations of their respective company,
subject to supervision and orders of the Bankruptcy Court for
matters outside the ordinary course of business.

The companies intend to proceed immediately after filing the
bankruptcy petition with an orderly wind-down of their operations
designed to result in liquidation and distribution to creditors.  
The companies have reached an agreement with Delta Mills' credit
facility lender GMAC to provide debtor-in-possession financing,
subject to the approval of the Bankruptcy Court, which the
companies believe they will receive, though there can be no
assurance to this effect.  As part of an orderly wind-down
process, Delta Mills intends to fill most existing orders from its
customers and to continue to operate its Beattie plant for a
period of several weeks and its Delta 3 finishing plant for a
longer period.

The Companies intend to petition the Bankruptcy Court to permit
them to solicit bids over approximately a ten-day period for a
sale of most of the assets of the Companies as a going concern
under Section 363 of the Bankruptcy Code.  Any bid accepted by the
Companies would be subject to Bankruptcy Court approval.  There
can be no assurance that the Bankruptcy Court will authorize the
auction, that the Companies will receive any bids that they deem
in the best interest of the estates of the Companies and their
creditors as a whole or that the Bankruptcy Court would approve
any bid accepted by the Companies.

Prior to filing their bankruptcy petitions, the Companies were
negotiating a potential sale of a majority of their assets as a
going concern to a potential acquirer; however, the parties were
unable to agree on terms that the Companies' Boards of Directors
believed were in the best interest of the Companies and their
creditors as a whole, and negotiations were terminated shortly
before the Companies filed their bankruptcy petitions.

Based in Greenville, South Carolina, Delta Woodside Industries,
Inc. (OTCBB: DLWI), through its wholly owned subsidiary, Delta
Mills, it manufactures and sells textile products for the apparel
industry.  The Company employs about 600 people and operates two
plants located in South Carolina.


DELTA WOODSIDE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Delta Woodside Industries, Inc.
             700 Northwoods Drive
             Fountain Inn, SC 29644
             Tel: (302) 658-9200

Bankruptcy Case No.: 06-11146

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Delta Mills, Inc.                          06-11144
      Delta Mills Marketing, Inc.                06-11147

Type of Business: Through its wholly-owned subsidiary, Delta
                  Mills, the Debtor manufactures and sells textile
                  products for the apparel industry.

Chapter 11 Petition Date: October 13, 2006

Court: District of Delaware

Judge: Christopher S. Sontchi

Debtor's Counsel: Robert J. Dehney, Esq.
                  Morris, Nichols, Arsht & Tunnell
                  1105 N. Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
Delta Woodside Industries,  $1 Million to      $100,000 to
Inc.                        $100 Million       $1 Million

Delta Mills, Inc.           $1 Million to      $1 Million to
                            $100 Million       $100 Million

Delta Mills Marketing,      $0 to $50,000      $10,000 to
Inc.                                           $100,000

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Hedge Hog Capital                        $5,000,000
1117 E. Putnam Ave. #320
Riverside, CT 06878

John Hancock                             $4,000,000
200 Clarendon St.
Boston, MA 02116

Fort Washington                          $3,000,000
420 E. Fourth St.
Cincinnati, OH 45202

ALJ Capital                              $3,000,000
Attn: Adam L. Gubner
6300 Wilshire Blvd., Ste. 700
Los Angeles, CA 90048

AIG                                      $2,000,000
1 Sun America Center
Los Angeles, CA 90067

Flagg Street Capital                     $2,000,000
Attn: Keith Kirstein
44 Battle Street - 1st Floor
Cambridge, MA 02138

Parkdale Mills, Inc.                     $1,499,547
531 Corton Blossom Circle
Gastonia, NC 28054

Sun America AIG                          $1,250,000
1 Sun America Center
Los Angeles, CA 90067

Dilman Investment Ltd.                   $1,000,000
Attn: David Jansen
27 Berkeley Square
London, UK W1J6EL

NC Department of Revenue                   $321,000
501 N. Wilmington Street
Raleigh, NC 27604

Converse & Co., Inc.                       $167,269

Unifi Inc.                                  $84,396

Astro America Chemical Company, Inc.        $57,325

Dexter Chemical LLC                         $54,181

Defender Services Inc.                      $48,690

Olin Corporation                            $46,548

Basic Chemicals Co., LLC                    $39,500

Bayer/Lanxess                               $38,102

Everlight USA, Inc.                         $28,500

AEP Industries                              $23,392


DYNEGY HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its B1 Corporate
Family Rating for Dynegy Holdings Inc.  Additionally, Moody's
revised and held its probability-of-default ratings and assigned
loss-given-default ratings on these loans and bond debt
obligations:

                           Projected

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

   Senior secured
   revolving credit
   facility
   due Mar. 6, 2009       Ba3      Ba1      LGD1       8%

   Senior secured
   letter of credit
   facility
   due Jan 31, 2012       Ba3      Ba1      LGD1       8%

   Senior secured
   term loan due
   Jan. 31, 2012          Ba3      Ba1      LGD1       8%

   9.875% second
   priority senior
   secured notes
   due July 15, 2010       B1      Ba1      LGD2      19%

   6.875% senior unsec.
   notes due
   Apr. 1, 2011            B2       B2      LGD4      61%

   8.75% senior unsec.
   notes due
   Feb. 15, 2012           B2       B2      LGD4      61%

   8.375% senior unsec.
   notes due May 1, 2016   B2       B2      LGD4      61%

   7.125% senior
   debentures due
   May 15, 2018            B2       B2      LGD4      61%

   7.625% senior
   debentures due
   Oct. 15, 2026           B2       B2      LGD4      61%

   Multiple seniority
   shelf                 (P)B2    (P)B2     LGD4      61%

   Multiple seniority
   shelf                 (P)B3    (P)B3     LGD6      96%

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%).

Dynegy Inc. -- http://www.dynegy.com-- provides electricity to  
markets and customers throughout the United States.  The company's
fleet of power generation facilities consists of baseload,
intermediate and peaking power plants fueled by a mix of coal,
fuel oil and natural gas.  Located in 12 states, the portfolio is
well-positioned to capitalize on regional differences in power
prices and weather-driven demand.


EMMIS COMMS: Moody's Rates Proposed $600 Million Sr. Loan at B1
---------------------------------------------------------------
Moody's Investors Service downgraded Emmis Communications
Corporation's Corporate Family rating from Ba3 to B1.
Additionally, Moody's assigned a B1 rating to the proposed
$600 million senior secured credit facilities of Emmis'
subsidiary, Emmis Operating Company.  Proceeds from the
proposed facilities will be used to fund a $150 million special
dividend to Emmis' common stockholders in addition to refinancing
EOC's 6-7/8% senior subordinated notes and current bank
facilities.

According to the company's announcement, EOC has commenced
an offer to purchase, at par value, all of the outstanding
6-7/8% senior subordinated notes pursuant to an asset sale offer
required under the indenture for a portion of the notes and a
tender offer for the balance of the notes that is combined with
a consent solicitation to eliminate substantially all of the
restrictive covenants and certain events of default.

Emmis' rating reflects the company's substantial debt to EBITDA
leverage, lower than previously expected de-leveraging due to the
special dividend payment, competition in the company's radio
markets balanced by the substantial value of these markets.  
The rating also incorporates the inherent cyclicality of the
advertising market and Moody's belief that growth prospects for
radio, particularly in large markets, will be challenging as
advertising spending gets fragmented across a growing number of
media.

Emmis' rating is supported by its strong large-market radio
presence and continued focus on its attractive radio assets.

Ratings downgraded:

Emmis Communications Corporation

   * Corporate family rating from Ba3 to B1;
   * Probability-of-default rating B1
   * Series A cumulative convertible preferred from B2 to B3

Emmis Operating Company

   * 6-7/8% senior subordinated notes due 2012 from B1 to B3

These notes are subject to an Asset Sale offer/tender and consent
offer.  If a meaningful portion of the notes are not tendered, the
debt instrument ratings may change.

Ratings assigned:

Emmis Operating Company

   * $150 million 6-year revolving credit facility B1
   * $450 million 7-year Term Loan B1

Ratings withdrawn:

Emmis Operating Company

   * Secured revolver Ba1
   * Secured Term Loan Ba1

Ratings affirmed:

Emmis Communications Corporation

   * SGL-2 speculative grade liquidity

The rating outlook is stable.

Emmis Communications Corporation, headquartered in Indianapolis,
Indiana and is a diversified media company comprised of radio and
television stations and magazine publishing assets.


EMMIS COMMS: S&P Rates $600 Million Secured Credit Facility at B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Indianapolis, Indiana-based Emmis Communications
Corp. and subsidiary Emmis Operating Co. by one notch, to 'B'.  
S&P removed the ratings from CreditWatch, where they were placed
with negative implications in May 2005.

At the same time, S&P assigned its 'B' bank loan rating, at the
same level as the corporate credit rating, to Emmis Operating's
$600 million secured credit facility.  

The bank loan rating and recovery rating of '2' indicate
expectation of substantial recovery of principal in the event of a
payment default.

Proceeds from the proposed transaction will be used to redeem
$375 million of the company's existing 6.875% senior subordinated
notes, refinance its existing $150 million term loan B, and issue
a special dividend of $150 million.

The outlook is stable.  Pro forma for the transaction,
Indianapolis, Ind.-based radio and television broadcaster Emmis
had total debt outstanding, including debt-like preferred stock,
of approximately $656 million at Aug. 31, 2006.

"The rating action is based on Emmis' planned $150 million special
dividend, which undermines the potential to reduce leverage,"
Standard & Poor's credit analyst Heather M. Goodchild said.  "It
is also based on the company's recent disappointing earnings,
adverse radio industry fundamentals, and our expectation that
pressure from shareholders may preclude meaningful deleveraging in
the future."

Standard & Poor's views the company's $150 million dividend, which
equates to roughly $4 per share, as an alternative distribution
for a failed CEO buyout proposal of $16.80 per share, which now
represents a similar premium over the stock's current trading
price.

The ratings reflect Emmis' high financial risk from debt-financed
acquisitions and shareholder-favoring initiatives, a competitive
radio environment, and less portfolio diversity and asset
flexibility following TV station sales.  Also, the company's
concentration in key markets increases its exposure to economic
downturns, and much larger competitors exist in these markets.

These factors are only partially offset by the respectable
competitive positions of the company's large-market radio
operations, the good discretionary cash flow-generating capability
of the broadcasting business, and strong radio station asset
values.


ENCOMPASS HOLDINGS: Timothy Steers Raises Going Concern Doubt
-------------------------------------------------------------
Timothy L. Steers, CPA, LLC, expressed substantial doubt about
Encompass Holdings, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
year ended June 30, 2006 and 2005.  The auditing firm pointed to
the Company's significant operating losses and working capital
deficit.

Encompass incurred a $4,689,645 net loss on sales of $ 4,372,317
for the year ended June 30, 2006, compared to a $5,394,890 net
loss on sales of $1,316,697 in the prior year.

The increase in sales during the year ended June 30, 2006 over
2005 was attributable to the purchase of all of the operating
assets and liabilities of Nacio Systems, Inc., effective April 1,
2005.  Sales as a result of the purchase of the Nacio assets
aggregated $4,372,317 for the 12 months ended June 30, 2006.

The Company's balance sheet at June 30, 2006 showed $19,151,849 in
total assets, $10,986,657 in total liabilities, accrued interest
of $71,847, Minority interest of $5,306,746 and stockholders'
equity of $2,786,599.

A full-text copy of the Company's annual report is available for
free at http://researcharchives.com/t/s?1363

Encompass Holdings, Inc., fka Nova Communications Ltd. --
http://www.encompassholdings.com/-- is involved in acquiring  
ownership interests in developing companies in a wide range of
industries and providing financing and managerial assistance to
those companies.


ENERGYTEC INC: Posts $792,670 Net Loss in Quarter Ended March 31
----------------------------------------------------------------
Energytec, Inc., incurred a $792,670 net loss on $3,096,692 or
revenue during the three months ended March 31, 2006, compared to
net income of $720,231 earned on $3,050,890 of revenue for the
same period in 2005.

For the three months ended March 31, 2006, oil and gas revenue
increased from $298,955, for the three months ended
March 31, 2005, to $1,208,824, a 304% increase.  Well service
revenue for the three months ended March 31, 2006, reflects an
increase over the same period in the prior year due to the
utilization of additional equipment and the addition of well
service units, which were put into service on additional
properties during the last half of 2005.  The revenue increased by
103%, from $579,699 for the three months ended March 31, 2005, to
$1,177,878 for the same period in 2006.  For the three months
ended March 31, 2005, gas sales increased by 137%, to $709,990
from $300,164 from the same period in 2005.  Gas purchases
increased from $262,367 for the three months ended March 31, 2005
to $701,516 for the three months ended March 31, 2006.

The Company's balance sheet at March 31, 2006 showed $52,855,687
in total assets, $20,192,572 in total liabilities and
shareholders' equity of $32,663,115.

A full-text copy of the Company's annual report is available for
free at http://researcharchives.com/t/s?1369

                         CEO Ouster

On March 18, 2006, Energytec's Board of Directors removed Frank W.
Cole from office as the Chairman of the Board, Chief Executive
Officer, and Chief Financial Officer, pursuant to reports of
irregularities in financial reporting, lack of control over
operations and assets at Energytec's Talco facility in East Texas,
concerns related to the sale of working interests in leases and
common stock of Energytec in private placements, and possible
violations of Energytec's Code of Ethics.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 27, 2006,
Turner Stone & Company, L.L.P., in Dallas, Texas, raised
substantial doubt about Energytec's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the years ended Dec. 31, 2005 and 2004.  The
auditor pointed to the Company's:

   -- need to have cash reserves sufficient to meet its capital
      and operational expenditure budget of approximately
      $15,000,000 for the year ending Dec. 31, 2006, and

   -- belief that it may have potential liability for rescission
      or damages to investors in the working interest programs and
      purchasers of the Company's common stock in private
      placements.

                        About Energytec

Energytec, Inc. -- http://www.energytec.com/-- acquires oil and  
gas properties that have previously been the object of exploration
or producing activity, but which are no longer producing or
operating due to abandonment or neglect.  The Company owns working
interests in 62,466 acres of oil and gas leases in Texas and
Wyoming that include 187 gross producing wells and 348 gross non-
producing wells.

The Company also owns a gas pipeline of approximately 63 miles in
Texas and a well service business operated through its subsidiary,
Comanche Well Service Corporation.  On April 22, 2006, the Company
formed two new wholly owned subsidiaries, Comanche Rig Services
Corporation, which provides contract drilling services to third
parties through the utilization of the drilling rigs owned by
Comanche Well Service; and Comanche Supply Corporation, which
sells and markets enhanced oil recovery chemicals and materials
related to well operation services.

Comanche Well Service Corporation became the operator of all the
properties owned by Energytec on April 1, 2006, by posting a cash
bond of $250,000 with the Texas Railroad Commission.


ENTERGY GULF: Fitch Holds Preferred Stock's Rating at BB+
---------------------------------------------------------
Fitch revises the Rating Outlook of Entergy Corp. and its
subsidiaries Entergy Arkansas, Inc. (EAI), Entergy Gulf States,
Inc. (EGSI), Entergy Louisiana, LLC (ELL), Entergy Mississippi,
Inc. (EMI) and System Energy Resources, Inc. (SERI) to Stable from
Negative.  Fitch also affirms the ratings for each of these
companies.

The Entergy organization has withstood the financial and operating
challenges from last year's unprecedented storm damages without
impairment of its consolidated credit profile.  While a number of
contingencies exist and their resolution cannot be predicted with
certainty, Fitch believes the ultimate outcome of such items will
have no rating implications.  Approximately $8.7 billion of debt
is affected.

The Stable Rating Outlook for ETR reflects the partial and
continuing recovery of utility cash flows to pre-hurricane levels,
strong and growing cash flows from the company's merchant nuclear
fleet, limited commodity price exposure, constructive regulatory
developments relating to cost recovery, and ample liquidity.  
Consolidated credit metrics are strong for ETR's rating category
as funds from operations (FFO)-to-interest coverage was 4 times
(x) and total debt-to-FFO was 5.7x for the twelve months ended
June 30, 2006.  For 2007, Fitch projects that ETR's FFO interest
coverage will be in the range of 4.5 to 5.5x, while debt to FFO
will be in the range of 4.5 to 5.5x.  These projections assume
limited storm cost recovery before year-end 2007.

EAI's ratings reflect its strong predictable cash flows, low-cost
generation fleet, and the improved credit profiles of hurricane-
affected affiliates.  The Stable Rating Outlook is based on
Fitch's expectation that EAI will maintain credit metrics
consistent with its rating category.  For 2007, Fitch projects
EAI's FFO interest coverage will remain in the range of 5.5 to
6.5x, while debt to FFO will remain in the range of 3 to 4x.

Fitch notes that EAI is currently waiting for several major
decisions from regulators; while the company's present credit
profile and rating can withstand a moderate deterioration in
financial performance caused by any one unsupportive decision,
multiple unsupportive decisions could change the rating or Rating
Outlook of EAI and its parent, ETR, which relies on utility
dividends to fund operations.

EGSI's ratings reflect its limited commodity price exposure,
adequate liquidity, and credit metrics consistent with its rating
category.  For the twelve months ended June 30, 2006, funds from
operations (FFO)-to-interest coverage was 4.0x and total debt-to-
FFO was 5.8x.  The Stable Rating Outlook is based on Fitch's
expectation that EGSI's credit metrics will remain adequate for
its current rating category.  For 2007, Fitch projects EGSI's FFO
interest coverage will remain in the range of 3.75 to 4.25x, while
debt to FFO will remain in the range of 5 to 6x.  These
projections assume limited storm cost recovery before year-end
2007.  Fitch also assumes there will be no near-term repayment of
debt or equity issued to fund storm restoration costs without
proceeds from storm cost recovery.

ELL's ratings reflect its limited commodity price exposure, a
supportive capacity cost recovery mechanism, and slowly improving
credit metrics.  For the twelve months ended June 30, 2006, funds
from operations (FFO)-to-interest coverage was 2.3 times and total
debt-to-FFO was 10.4x; these metrics are substantially weaker than
historical averages and reflect the magnitude of the hurricane
damage in 2005.  However, Fitch expects operating cash flows,
interest coverage, and debt coverage ratios will improve through
year-end 2006 and 2007 to pre-hurricane levels.  The Stable Rating
Outlook is based on Fitch's expectation that ELL's credit metrics
will be adequate for its rating category.  For 2007, Fitch
projects FFO interest coverage will be in the range of 4.5 to
5.5x, and debt to FFO will be in the range of 5 to 6x.  These
projections assume limited storm cost recovery before year-end
2007.

EMI's ratings reflect its constructive regulatory environment, the
high likelihood of storm cost recovery, and slowly improving
credit metrics.  For the twelve months ended June 30, 2006, funds
from operations (FFO)-to-interest coverage was 2.0 times and total
debt-to-FFO was 16.9x; these metrics are substantially weaker than
historical averages and reflect the magnitude of the hurricane
damage in 2005.  However, Fitch expects operating cash flows,
interest coverage, and debt coverage ratios will improve through
year-end 2006 and 2007 to pre-hurricane levels.  The Stable Rating
Outlook is based on Fitch's expectation that EMI's credit metrics
will be adequate for its rating category.  For 2007, Fitch
projects EMI's FFO interest coverage will remain in the range of 4
to 5x, while debt to FFO will remain in the range of 4.5 to 5.5x.

SERI's ratings are supported principally by the obligations of
affiliated utilities, ETR's obligation to supply sufficient funds
to maintain SERI's equity capital at 35% of capitalization and to
pay its debt when due.  The Stable Rating Outlook reflects the
improved credit profiles of SERI's affiliated utilities.

ETR is a diversified energy company focused on power production,
including significant nuclear operations, distribution operations
and other energy related services.  ETR's utility subsidiaries
serve approximately 2.7 million customers in Arkansas, Louisiana,
Mississippi and Texas.  ETR is also the second largest operator of
nuclear power plants in the U.S.

Fitch affirms these ratings and revises the Outlook to Stable from
Negative:

     Entergy Corp.

        -- Long-term Issuer Default Rating (IDR) 'BBB-';

     Entergy Arkansas

        -- Long-term IDR 'BBB-';

        -- Senior secured 'BBB+';

        -- Senior secured Pollution Control Revenue Bonds (PCRBs)
           'BBB+'

        -- Senior unsecured PCRBs 'BBB';

        -- Preferred Stock 'BBB-'.

     Entergy Gulf States

        -- Long-term IDR 'BB+';
        --Senior secured 'BBB';
        --Senior secured PCRBs 'BBB'
        --Senior unsecured PCRBs 'BBB-';
        --Preferred Stock 'BB+'.

     Entergy Louisiana LLC

        --Long-term IDR 'BBB-';
        --Senior Secured 'BBB+';
        --Senior unsecured PCRBs 'BBB';
        --Waterford lease obligation 'BBB';
        --Preferred Stock 'BBB-'.

     Entergy Mississippi

        --Long-term IDR 'BBB-';
        --Senior secured 'BBB+';
        --Preferred stock 'BBB-'.

     System Energy Resources

        --Long-term IDR 'BBB-';
        --Senior secured 'BBB-';
        --Senior unsecured 'BBB-'.


EUROFRESH INC: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products sector, the rating
agency confirmed Eurofresh, Inc.'s probability-of-default ratings
and held its loss-given-default ratings on these bond issues:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $170.00M 11.500%
   Global Bonds
   Due Jan. 5, 2013        B3      B3      LGD4        53%

   $44.17M 14.500% Sr.
   Sub. Global Notes
   Due Jan. 15, 2014      Caa2    Caa2     LGD6        92%

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

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

Based in Willcox, Arizona, Eurofresh Inc. is a year-round producer
of tomatoes-on-the-vine hydroponic, pesticide-free, greenhouse
tomatoes for sale to wholesale distributors and directly to
grocery stores.  The company's greenhouses cover more than 200
acres in Arizona, and it is expanding its facilities.  Tomato
varieties include beefsteak, Campari, Roma, yellow, and cherry; it
also sells cucumbers.  Private equity firm Bruckmann, Rosser,
Sherrill & Co. owns a controlling interest in the company, which
was formed in 1990 by chairman Johan van den Berg and Wil van
Heyningen.


FAYETTEVILLE PARTNERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Fayetteville Partners, LLC
        15140 Kingstree
        Dallas, TX 75248

Bankruptcy Case No.: 06-34404

Chapter 11 Petition Date: October 12, 2006

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


FEP RECEIVABLES: Fitch Junks Ratings on $51.2 Million Notes
-----------------------------------------------------------
Fitch Ratings downgrades three classes and affirms one class of
notes issued by FEP Receivables Trust 2001-1, (FEP 2001-1).  These
rating actions are effective immediately:

     -- $27,635,300 class A3-L Floating-Rate Notes affirmed at
        'CCC' and assigned a Distressed Recovery rating of 'DR3';

     -- $5,000,000 class B-L Floating-Rate Notes downgraded to 'C'
        from 'CC' and assigned a 'DR5';

     -- $13,659,777 class A Fixed-Rate Notes downgraded to 'CCC'
        from 'B-' and assigned a 'DR4';

     -- $5,000,000 class B Fixed-Rate Notes downgraded to 'C' from
        'CC' and assigned a 'DR5'.

FEP 2001-1 is collateralized by the right to receive certain fees
charged to the class B shareholders of a select pool of mutual
funds.  Namely, FEP 2001-1 receives, from a predetermined set of
shareholders in the mutual funds, the asset-based sales charges
(12b-1 fees), contingent deferred sales charges (CDSC fees),
and shareholder servicing fees which are charged to these
shareholders.

The primary factors in determining cash flows in this transaction
are the net asset values of the underlying funds and share
redemption rates.  The 12b-1 and SSF fees are charged as a
percentage of NAV, meaning that the transaction's performance is
highly correlated with the performance of the underlying funds.  
Share redemptions may result in a one-time CDSC charge to the
shareholder, but will also reduce the future inflow of cash via
12b-1 and SSF fees.

The underlying funds in FEP 2001-1 experienced significant NAV
declines soon after the inception of the transaction.  The poor
performance led to insufficient cash flows supporting the notes,
and therefore a slow rate of principal redemption of the notes.  
As of the July 31, 2006 trustee report, the prospects for full
principal redemption of the senior-most remaining notes were
bleak, with required annual returns of over 70% in the underlying
funds.

The affirmation of the class A3-L Floating Rate Notes and
downgrade of the class A Fixed Rate Notes reflect the likelihood
that these notes will continue to receive principal payments, but
will likely not be paid in full.  The downgrades of the class B-L
Floating Rate Notes and class B Fixed Rate Notes reflect the
likelihood that these notes will not receive any principal
payments. Further, the assignments of the DR ratings address the
ranges of total expected future cash flows for each class of
notes.

The ratings on the class A3-L, class B-L, class A, and class B
notes represent Fitch's assessment that note holders will receive
timely interest and principal payments in accordance with the
terms of the legal documents.


FERRO CORP: Earns $16.2 Million in Year Ended Dec. 31, 2005
-----------------------------------------------------------
Ferro Corporation reported $16.2 million of net income for the
year ended Dec. 31, 2005, compared to $24.9 million of net income
earned in the prior year.

Sales from continuing operations for the year ended Dec. 31, 2005,
of $1,882.3 million were 2.1% higher than for 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 multiplayer
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.

The Company's balance sheet at Dec. 31, 2005, showed $1.66 billion
in total assets, $1.17 billion in total liabilities, total
shareholders' equity of $468,091 and Series A convertible
preferred stock of $20.4 million.

At Dec. 31, 2005, the Company had a $300 million revolving credit
facility that was scheduled to expire in September 2006, as well
as $200 million of senior notes and $155 million of debentures
outstanding with varying maturities, the majority of which
extended beyond 2010.  The Company also had an accounts receivable
securitization facility under which the Company could receive
advances of up to $100 million, subject to the level of qualifying
accounts receivable.

Subsequent to Dec. 31, 2005, the Company replaced or modified its
existing facilities to secure future financial liquidity.  The
$300 million revolving credit facility was replaced by a
$700 million credit facility, consisting of a $250 million multi-
currency senior revolving credit facility expiring in 2011 and a
$450 million senior delayed-draw term loan facility expiring in
2012.  In addition, the Company extended its $100 million accounts
receivable securitization facility for up to three additional
years.  

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.

A full-text copy of the Company's annual report is available for
free at http://researcharchives.com/t/s?1362

                 About Ferro Corporation

Headquartered in Cleveland, Ohio, Ferro Corporation --
http://www.ferro.com-- supplies technology-based performance  
materials for manufacturers.  Ferro materials enhance the
performance of products in a variety of end markets, including
electronics, telecommunications, pharmaceuticals, building and
renovation, appliances, automotive, household furnishings, and
industrial products.  The Company has approximately 6,800
employees globally.

                         *     *     *

Standard & Poor's Ratings Services' 'B+' long-term corporate
credit and 'B' senior unsecured debt ratings on Ferro Corp.
remains on CreditWatch with negative implications, where they
were placed Nov. 18, 2005.


FOAMEX INT'L: Obtains Commitment of $790 Million Exit Financing
---------------------------------------------------------------
Foamex International Inc. received a commitment for a new equity
investment and that its primary operating subsidiary, Foamex,
L.P., has received a commitment for exit financing to fund the
Company's emergence from chapter 11.  These commitments are
subject to the satisfaction of certain conditions.

Specifically, as part of the new equity investment, Foamex
International has entered into an equity commitment agreement to
conduct a $150 million rights offering to existing common and
preferred shareholders.  Subject to the terms of that agreement,
five existing shareholders -- D. E. Shaw Laminar Portfolios,
L.L.C., Goldman, Sachs & Co., Par IV Master Fund, Ltd., Sunrise
Partners Limited Partnership, and Sigma Capital Associates, LLC
-- have committed to fund any shortfall between $150 million and
the actual rights offering proceeds through the purchase of new
preferred or common stock in reorganized Foamex International.

Separately, Foamex L.P. has received a commitment from a group of
lenders led by Bank of America, N.A. and Banc of America
Securities LLC for up to $790 million of exit financing, of which
it expects to draw approximately $645 million upon the Company's
emergence from chapter 11.  If consummated, the combination of the
new equity investment and the exit financing would allow the
Company to satisfy all valid claims of creditors in full and allow
holders of Foamex International's stock to retain their ownership
interests, subject to any dilution that may occur in connection
with the rights offering or otherwise.

The Company filed a motion in the Bankruptcy Court on Oct. 13,
2006, seeking approval of the commitments, the commencement of
the rights offering, and the Company's payment of certain
premiums, fees and expenses in connection with the commitments.  
The Company has requested that a hearing to consider approval of
the commitments and the payment of such amounts be scheduled for
Oct. 30, 2006.

As a part of its commitment from the Significant Equityholders,
the Company and the Significant Equityholders have reached
agreement on the principal terms of an amended plan of
reorganization.  The Company plans to file shortly the Amended
Plan and an accompanying disclosure statement with the Bankruptcy
Court.  The Amended Plan and disclosure statement and the
contemplated transactions are subject to Bankruptcy Court
approval.

The proposed rights offering will be made pursuant to a
registration statement covering the additional shares of common
stock being offered.  In order to commence the rights offering,
the Company must obtain the approval of the Bankruptcy Court and
the Securities and Exchange Commission must declare the
registration statement to be effective.

"These commitments represent a significant and very positive step
toward Foamex's emergence from chapter 11, and, combined with our
notable operating performance over the past several months,
provide further evidence that we are gaining strong momentum,"
Raymond E. Mabus, Jr., Chairman and Chief Executive Officer of
Foamex International, stated.  "We have worked closely with our
lenders and Significant Equityholders over the last few months to
facilitate these commitments, which, if consummated, will enable
the Company to emerge from chapter 11 as promptly as possible
while also maximizing the recovery for all of the Company's
stakeholders.

"[The] announcement is the positive result of a lot of hard work
-- both by the people involved in the chapter 11 process and by
all of our employees who have produced such impressive results so
far this year.  Assuming all goes as planned, we expect to emerge
from chapter 11 during the first quarter of 2007 as a company that
is better able to compete and grow in the markets in which we
operate and that will provide our customers with quality products
and the high level of service they demand."

                     Equity Rights Offering

A rights offering will be conducted to generate gross proceeds of
$150 million. Each holder of Foamex International's common stock
(including the Significant Equityholders) will be offered the
right to purchase 2.56 shares of common stock in the Reorganized
Company for each share of common stock held on the applicable
record date, in exchange for a cash payment of $2.25 per share.  
Each holder of Foamex International's preferred stock (one share
of which is convertible into 100 shares of common stock) will be
offered the right to purchase 255.78 shares of common stock in the
Reorganized Company at $2.25 per share for each share of preferred
stock held on the applicable record date.  The additional shares
of common stock in the Reorganized Company will be issued on the
Effective Date of the Amended Plan.

The Company will utilize the proceeds from the Rights Offering
and, if applicable, the Significant Equityholders' purchase of new
preferred stock or common stock under the Amended Plan, to fund
required payments under the Amended Plan, to pay the expenses of
the rights offering and to pay the balance of certain premiums
that become due and payable on the Effective Date.

                         Loan Facilities

The Company has entered into a commitment letter with Bank of
America, N.A., Banc of America Securities LLC, Morgan Stanley
Senior Funding, Inc., and Barclays Capital, the investment banking
division of Barclays Bank PLC, outlining the terms on which the
lenders will provide the Company with up to $790 million in exit
financing.  The Company expects to draw approximately $645 million
under the facilities upon its emergence from chapter 11 to fund
payments required under the Amended Plan and the fees and expenses
to be paid in connection with the exit financing and to satisfy
the Company's working capital and other needs.  Bank of America,
N.A. will act as the sole and exclusive administrative and
collateral agent for this financing.

The new financing facilities will be: a $175 million Senior
Secured Revolving Credit Facility; a $425 million First Lien Term
Loan Facility; and a $190 million Second Lien Term Loan Facility.

                   Preferred Stock Put Option

Foamex International and the Significant Equityholders will,
subject to Bankruptcy Court approval, enter into an agreement
under which the Significant Equityholders will sell a put option
to Foamex International for an aggregate premium of up to
$9.5 million.  Under the put option, Foamex International may
require the Significant Equityholders to purchase new preferred
stock in the Reorganized Company for an aggregate purchase price
of $150 million minus the gross amount of proceeds received by the
Company as a result of the rights offering.  Any such preferred
stock will be issued on the Effective Date of the Amended Plan.

The put option may be exercised only if the Significant
Equityholders do not exercise a call option to be issued under the
Amended Plan.

                    Common Stock Call Option

As a condition to the Significant Equityholders' obligations to
fund the Shortfall, the Amended Plan shall provide that the
Significant Equityholders will purchase a call option from Foamex
International for an aggregate premium of $2 million.  If the call
option is exercised as provided under the Amended Plan that is to
be filed, the Significant Equityholders will fund the Shortfall,
if any, by purchasing shares of common stock in the Reorganized
Company at $2.25 per share.  Any such common stock will be issued
on the Effective Date of the Amended Plan.

          Anticipated Treatment of Claims and Interests

Full payment in cash will be made to holders of allowed claims
based upon the Company's Senior Secured Notes and Senior
Subordinated Notes.

Other allowed unsecured claims will be satisfied in full in cash.

Allowed administrative claims, priority tax claims, DIP financing
claims, other priority claims and other secured claims will be
satisfied in full in cash or, with respect to other secured
claims, as otherwise provided in the term sheet.

Existing preferred stock will be converted into common stock on
the Effective Date of the Amended Plan.

Existing common stock will remain outstanding after the Effective
Date, but will be subject to dilution as a result of the issuance
of additional common stock pursuant to the rights offering and, if
exercised, the call option and any common stock to be issued under
the proposed Management Incentive Plan and the existing Key
Employee Retention Program or upon exercise of any stock options.

Holders of common equity interests other than common stock,
including any options, warrants or rights to acquire the same,
will retain their interests.

                Board of Directors Representation

The Significant Equityholders will have the right to nominate four
members of the Reorganized Company's Board of Directors.

The Board of Directors will also include one independent director,
as well as the Company's Chief Executive Officer and its General
Counsel.

             Reorganized Company's Senior Management

The officers of the Reorganized Company will be substantially the
same as the existing officers of Foamex International.

Mr. Mabus will remain as President and Chief Executive Officer of
the Reorganized Company.

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.


FREESTAR TECHNOLOGY: Russell Bedford Raises Going Concern Doubt
---------------------------------------------------------------
Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about FreeStar Technology Corporation's ability to continue
as a going concern after auditing the Company's financial
statements for the fiscal year ended June 30, 2006.  The auditing
firm pointed to the Company's difficulty in generating sufficient
cash flow to meet it obligations and sustain its operations.

FreeStar recorded a $13,999,773 net loss for the year ended
June 30, 2006, a decrease of $8,102,690 or approximately 36%
compared to the $22,102,463 loss for the year ended June 30, 2005.  
The Company says the primary reason for the decrease in net loss
was due to the reduction in selling, general, and administrative
expenses, which was primarily due to the absence in fiscal year
2006 of expenses related to the long-term incentive compensation
package for our senior executives that was adopted in fiscal year
2005.

For the year ended June 30, 2006, the Company reported revenue of
$2,097,749, compared to $1,602,819 for the year ended
June 30, 2005, an increase of $494,930 or approximately 30% . The
increase was due primarily to an increase in consulting and
development fees by the Company's subsidiary, Rahaxi Processing
Oy.  The other reason for the increase in revenue was an increase
in transaction processing fees by Rahaxi due to an increase in the
number of transactions processed.

At June 30, 2006, the Company's balance sheet showed total assets
of $8,387,891, total liabilities of $1,071,245, and stockholders'
deficit of $7,316,646.

A full-text copy of FreeStar's annual report is available for free
at http://researcharchives.com/t/s?1361

                 About FreeStar Technology

FreeStar Technology Corporation -- http://www.freestartech.com/--   
is a payment processing company.  Its wholly owned subsidiary
Rahaxi Processing Oy., based in Helsinki, is a robust Northern
European BASE24 credit card processing platform.  Rahaxi currently
processes in excess of 1 million card payments per month for such
companies as Finnair, Ikea, and Stockman.  FreeStar is focused on
exploiting a first-to-market advantage for its Enhanced
Transactional Secure Software, which is a software package that
empowers consumers to consummate e-commerce transactions with a
high level of security using credit, debit, ATM (with PIN),
electronic cash or smart cards.  The company, based in Dublin,
maintains satellite offices in Helsinki, Santo Domingo, Dominican
Republic, and Geneva.


FRENCH LICK: 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
French Lick Resorts & Casino LLC as well as its B3 rating on the
company's $270 million Senior Secured Secured Mortgage Notes.  
Moody's assigned the debentures an LGD4 rating suggesting
noteholders will experience a 54% 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%).  

French Lick Resorts & Casino LLC, a development stage company,
develops a luxury resort casino, two historic hotels, and 45 holes
of golf in French Lick, Indiana.


GAYLORD ENTERTAINMENT: 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 Gaylord
Entertainment Company.

Moody's also confirmed its B3 ratings on the Company's
$350 million 8% Senior Unsecured Notes Due 2013 and $225 million
6.75% Senior Unsecured Notes Due 2014.  Moody's assigned those
debentures an LGD5 rating suggesting noteholders will experience
77% 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 Nashville, Tennessee, Gaylord Entertainment Co.
-- http://www.gaylordentertainment.com/-- through its  
subsidiaries, operates as a diversified hospitality and
entertainment company.


GLOBAL POWER: U.S. Trustee Appoints Seven-Member Creditors' Panel
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors in Global Power Equipment Group Inc. and its debtor-
affiliates' chapter 11 case:

          1. Steelhead Investments Ltd.
             Attn: Jeffrey D. Estes
             c/o HBK Investments L.P.
             300 Crescent Court
             Dallas, TX 75201
             Phone: 214-758-6107
             Fax: 214-758-1207;

          2. Kings Road Investments Ltd.
             Attn: Erik M.W. Casperson
             598 Madison Avenue, 14th Floor,
             New York, NY 10022
             Phone: 212-359-7331
             Fax: 212-359-7303;

          3. D.B. Zwirn Special Opportunity Fund, L.P.
             Attn: Robert A. Levinson
             745 Fifth Avenue, 18th Floor
             New York, NY 10151
             Phone: 646-720-9140
             Fax: 646-720-9040;

          4. Aarding Thermal Acoustics B.V.,
             Attn: Norbert Pieterse/Hugo V. Vredendaal
             Industrieweg 5g
             Nunspeet, The Netherlands, 8071 C.S.
             Phone: 31-341-252635
             Fax: 31-341-262112;

          5. Fan Group Inc.
             Attn: John E. Tinsley
             1701 Terminal Road
             Suite B
             Niles, MI 49120
             Phone: 269-687-1216
             Fax: 269-683-2789;

          6. Turner Industries, Inc.
             Attn: Don Wendt, 1700 South Westport Drive
             Port Allen, LA 70767,
             Phone: 225-376-4157
             Fax: 225-376-4176; and

          7. Cogburn Bros. Inc.
             Attn: Scott Sullivan, 3300 Faye Rd.
             Jacksonville, FL 32226
             Phone: 904-358-7344
             Fax: 904-358-0446.

The Committee has selected Landis Rath & Cobb LLP as its counsel
in the Debtors' bankruptcy proceedings.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in 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.


GMAC COMMERCIAL: Fitch Cuts Rating on $5.7 Mil. Certificates to B-
------------------------------------------------------------------
Fitch Ratings downgraded and assigned a Distressed Recovery
rating to GMAC Commercial Mortgage Securities, Inc., mortgage
pass-through certificates, series 2002-FL-1:

     -- $5.7 million class F to 'B-/DR1' from 'BB'.

In addition, this class is affirmed:

     -- Interest-only class X at 'AAA'.

Classes A, B, C, D and E have paid in full.

The downgrade is due to the pending sale of the Stevens-Arnold
Building note, the only remaining loan in the pool, which Fitch
expects to result in a loss to the trust.  The loan is currently
under contact with a note sale buyer and the sale is estimated to
occur in November 2006.  The Stevens-Arnold Building is secured by
a 100,026 square foot office, research and development building
located in Milpitas, California.  The loan was transferred to the
special servicer after its triple net master leased single tenant,
Artesyn Technologies, Inc., vacated the building at lease
expiration in December 2005, prior to the loan's final maturity in
July 2006.


GOLD KIST: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products sector, the rating
agency confirmed its B1 Corporate Family Rating for Gold Kist
Inc., and revised its B3 rating from B2 on the company's
$130 million, 10.250% Guaranteed Senior Global Notes due
March 15, 2014.  Additionally, Moody's assigned an LGD5 rating
to those bonds, suggesting noteholders will experience a 78%
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%).

Based in Atlanta, Georgia, Gold Kist Inc. fka formerly Gold Kist
Holdings Inc. -- http://ir.goldkist.com/-- is a fully integrated  
chicken processor and marketer in the United States.  The company
operates nine divisions, located Alabama, Georgia, Florida, North
Carolina and South Carolina.  It contracts with 2,300 family
farmers to produce approximately 14 million chickens per week.  
Gold Kist employs more than 16,000 people in its hatcheries, feed
mills, processing plants, distribution centers and other
operations.


GOLDEN STATE: Moody's Assigns Loss-Given-Default Ratings
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products sector, the rating
agency affirmed its B1 Corporate Family Rating for Golden State
Foods Corp.  In addition, Moody's held its probability-of-default
ratings and assigned loss-given-default ratings on three loans and
a bond issue:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $90MM Sub. Notes     B3       B3      LGD5      88%

   $30MM Gtd. Sr.
   Sec. Term Loan A
   Due Feb. 28, 2009    B1       B1      LGD3      48%

   $30MM Gtd. Sr.
   Sec. Revolving
   Credit Facility
   Due Feb. 28, 2009    B1       B1      LGD3      48%

   $135MM Gtd. Sr.
   Sec. Term Loan B
   Due Feb. 28, 2011    B1       B1      LGD3      48%

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

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

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

Based in Irvine, California, Golden State Foods Corporation --
http://www.goldenstatefoods.com-- processes meat, liquid and  
vegetable products, and distributes frozen beef patties,
condiments, syrup topping, sauces and prepared meats.  The company
has distributing centers in the U.S., Australia, and Egypt, and
operates 12 processing plants that produce such McDonald's
essentials as buns, beef, ketchup, and other condiments.  One of
McDonald's largest suppliers, Golden State is now controlled by
Yucaipa, an investment firm which owns 70% of the company, and
Wetterau Associates, a management company owning most of the
remainder.


GOODYEAR TIRE: Borrows $1 Billion Under Revolving Credit Facility
-----------------------------------------------------------------
The Goodyear Tire & Rubber Company has significantly enhanced its
cash position by borrowing nearly $1 billion under an existing
revolving credit facility.

The company said it borrowed approximately $675 million on October
13 and $300 million on October 5 under its $1.5 billion U.S.
First-Lien Credit Facility.  Thus, this particular facility is
almost fully drawn, when including its $500 million deposit-funded
facility.

"Before the start of the United Steelworkers strike in North
America, Goodyear had about $1.3 billion in cash and cash
equivalents and approximately $1.6 billion in available credit
lines," said Richard J. Kramer, executive vice president and chief
financial officer.  "This action provides additional cash in the
unlikely event of a prolonged strike."

Goodyear has implemented contingency plans to meet customer needs
during the strike, which began on October 5 at 16 facilities in
the United States and Canada.

"We are shipping products to customers from existing inventory,
operating non-affected tire plants as usual, operating affected
plants with salaried employees and importing from our
international operations," Kramer said.

Kramer reiterated Goodyear's position that its goal in the
negotiations with the USW is to reach a fair contract that
enhances the company's competitiveness and helps Goodyear win with
customers.  "We cannot accept a contract that creates competitive
and cost disadvantages versus our foreign- owned competitors and
imports," he said.

                       About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest   
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28 countries.
It has marketing operations in almost every country around the
world.  Goodyear employs more than 80,000 people worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on June 8, 2006,
Fitch affirmed The Goodyear Tire & Rubber Company's Issuer Default
Rating at 'B'; $1.5 billion first lien credit facility at
'BB/RR1'; $1.2 billion second lien term loan at 'BB/RR1'; $300
million third lien term loan at 'B/RR4'; $650 million third lien
senior secured notes at 'B/RR4'; and Senior Unsecured Debt at
'CCC+/RR6'.

As reported in the Troubled Company Reporter on June 23, 2005,
Moody's Investors Service assigned a B3 rating to Goodyear Tire &
Rubber Company's $400 million ten-year senior unsecured notes.

As reported in the Troubled Company Reporter on June 22, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Goodyear Tire & Rubber Co.'s $400 million senior notes due 2015
and affirmed its 'B+' corporate credit rating.


HARTCOURT COS: Accumulated Deficit Tops $67.8 Million at Aug. 31
----------------------------------------------------------------
The Hartcourt Companies, Inc., reported a $126,740 net loss on
$12.4 million of net revenues for the three months ended Aug. 31,
2006, compared to $31,534 of net income on $10.7 million of net
revenues in 2005, the Company disclosed in its first quarter
financial statements on Form-10Q filed with the Securities and
Exchange Commission.

As of Aug. 31, 2006, the Company had an accumulated deficit of
$67.8 million. http://researcharchives.com/t/s?1353

                        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.


HERBST GAMING: 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
Herbst Gaming Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Revolver               B1      Ba1      LGD2       16%
   Term Loan              B1      Ba1      LGD2       16%
   8-1/8% Senior
   Subordinated Notes     B3      B3       LGD5       78%
   7% Senior
   Subordinated Notes     B3      B3       LGD5       78%

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

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

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

Headquartered in Las Vegas, Nevada, Herbst Gaming Inc. is a
diversified gaming company that focuses on two business lines,
slot route operations and casino operations.


HEXION SPECIALTY: Loan Refunding Prompts Moody's to Hold Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed the long term debt ratings
of Hexion Specialty Chemicals Inc. and changed the outlook on
Hexion's ratings to stable from positive following the company's
announcement that it plans to increase the size of its term loan
to $2 billion and refinance its second lien notes, increasing the
outstanding amount by $200 million.  Hexion will use the
additional proceeds to pay a $500 million dividend to its existing
shareholders.  

The changes to the capital structure will likely change the Loss
Given Default assessments for Hexion's rated debt and may cause
the ratings of the second lien debt and the company's small
pollution control revenue bonds to be downgraded by one notch;
this will be determined once the final structures and
documentation are reviewed.  Moody's also affirmed the company's
SGL-2 speculative grade liquidity rating, but this is also subject
to change depending on the covenants in the new credit facility.

The B2 corporate family rating of Hexion reflects elevated
leverage on a historical EBITDA basis, the expectation that cash
flows will be reduced by pension contributions and ongoing
restructuring costs, integration risk due to the pace of
additional tuck-in acquisitions, and concern over financial
metrics in the trough of the cycle.  Hexion has significant
pension liabilities and modest litigation exposure, which is
unusual for a highly leveraged company.

The ratings benefit from the company's size, product diversity,
global operations and the anticipation of significant additional
synergies.  The company's metrics would map to the upper end of
the "B" rating category using Moody's Chemical Industry ratings
methodology.  However, the pro forma averages may not adequately
reflect the company's through-the-cycle performance.

The stable outlook reflects the continuing solid operating
environment for thermoset resins that has resulted in substantial
earnings growth over the past year and the expectation that
trailing debt to EBITDA will remain elevated at over 5x and free
cash flow to debt will remain below 5% over the next two years.  
Moody's believes that 2006 EBITDA will be in excess
of $525 million excluding pro forma adjustments for ongoing
acquisitions and planned synergies.

Hexion Specialty Chemicals, Inc., headquartered in Columbus, Ohio
is produces commodities such as formaldehyde, bisphenol A and
epichlorhydrin, as well as formaldehyde-based thermoset resins,
epoxy resins, and versatic acid and its derivatives.  The company
is also a supplier of specialty resins for inks and specialty
coatings sold to a very diverse customer base.  Hexion was formed
from the merger of Borden Chemicals Inc., Resolution Performance
Products LLC, Resolution Specialty Material LLC and the Bakelite
Group.


HILTON HOTELS: 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
Hilton Hotels Corporation.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Notes
   with an average
   rate of 8.1%
   due 2007 - 2031       Ba2      Ba2      LGD4       53%

   Chilean inflation
   indexed note
   effective rate
   7.65% due 2009        Ba2      Ba2      LGD4       53%

   3.375%
   Contingently
   convertible
   senior notes
   due 2023              Ba2      Ba2      LGD4       53%

   Minimum Leases
   Commitments           Ba2      Ba2      LGD4       53%

   Term Loan A
   at adjustable
   rates due 2011        Ba2      Ba2      LGD4       53%

   Term Loan B
   at adjustable
   rates due 2013        Ba2      Ba2      LGD4       53%

   Revolving loans
   at adjustable
   rates, due 2011       Ba2      Ba2      LGD4       53%

   Senior unsecured
   debt shelf            Ba2      Ba2      LGD4       53%

   Subordinate debt
   Shelf                 Ba3      B1       LGD6       97%

   Preferred             B1       B1       LGD6       97%

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

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

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

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,  
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally.


INTERACTIVE BRAND: June 30 Balance Sheet Upside-Down by $5,964,118
------------------------------------------------------------------
At June 30, 2006, Interactive Brand Development Inc.'s balance
sheet reported a $5,964,118 total shareholders' deficit resulting
from total assets of $46,746,115 and total liabilities of
$52,710,233.

The company's balance sheet at June 30, 2006, also reported
negative working capital with $4,005,038 in total current assets
and $35,685,437 in total current liabilities.  

For the three months ended June 30, 2006, the company incurred a  
$2,962,064 net loss compared to a $622,340 net income for the
three months ended June 30, 2005.

Total revenues for the current quarter decreased to $80,520, from
total revenues of $1,638,690 for the same period last year.

Full-text copies of the company's financial statements for the
quarter ended June 30, 2006, is available for free at:

               http://researcharchives.com/t/s?1364

Based in Deerfield, Florida, Interactive Brand Development, Inc.
was an online auction and marketing Web site through its former
subsidiary, iBid America.  The company finished selling off all
its auction-related assets in 2005.  It is now focusing its
efforts in becoming a media, marketing, and sales holding company
for the adult entertainment sector.


JACUZZI BRANDS: Inks $1.25 Billion Merger Deal with Apollo
----------------------------------------------------------
Jacuzzi Brands, Inc. has signed a definitive merger agreement
under which affiliates of private equity firm Apollo Management
L.P. will purchase Jacuzzi Brands in a transaction having a total
value of $1.25 billion, which includes the assumption of
outstanding debt approximating $260 million, net of cash.

Under the terms of the merger agreement, Jacuzzi Brands'
shareholders will receive $12.50 per share in cash.  The
transaction will be financed through a combination of equity
contributed by Apollo and debt financing.  The Board of Directors
of Jacuzzi Brands has approved the merger agreement and has
recommended to Jacuzzi Brands' shareholders that they vote in
favor of the transaction.  In connection with the proposed
transaction, Jacuzzi Brands will make a cash tender offer for all
of its outstanding 9.625% Senior Secured Notes due 2010.

"In the year since we put Al Marini in charge of our overall
operations, he and his team have made significant progress in
improving the Bath segment and further strengthening Zurn's
leadership position," Thomas B. Waldin, Chairman of Jacuzzi
Brands, commented.  "During this period there has been a
significant increase in our share price, and these business
advances allow for a transaction that offers a further premium for
the benefit of our shareholders."

"We are excited to be partnering with George M. Sherman, Non-
Executive Chairman of Rexnord Corporation and former President and
CEO of Danaher Corporation, in the acquisition of Jacuzzi Brands
and look forward to supporting Al Marini and his management team
in continuing the success of the Company," Larry Berg, a Senior
Partner at Apollo said.  "Upon completion of the merger, George
will assume the role of Non-Executive Chairman of Jacuzzi Brands
and will be a co-investor with Apollo in this transaction."

"This is an exciting time for the employees, customers, and
suppliers of Zurn and the Jacuzzi Bath and Spa businesses," Alex
Marini, President and Chief Executive Officer of Jacuzzi Brands,
said.  "With the resources of Apollo and the experience brought by
George Sherman, we will be well positioned to develop and
implement cutting-edge strategies to build upon our already strong
leadership positions.  I want to stress to our customers and
suppliers that they can expect to continue to receive the same
high levels of service, product quality, and innovation they have
enjoyed for many years."

"Jacuzzi Brands brings two attractive operating segments to
Apollo's portfolio: Zurn, a leader in the domestic commercial
water management industry, and Jacuzzi, a global leader in branded
bath, spa and shower products," Mr. Sherman.  "I look forward to
working with Al Marini and his management teams in both operating
segments to build upon the strong positions they have achieved in
their respective markets."

The acquisition is subject to certain closing conditions,
including the approval of Jacuzzi Brands' shareholders, regulatory
approval, and the receipt by Apollo of all necessary debt
financing, and is expected to close in the first quarter of 2007.
In addition, it is contemplated that the Zurn business will be
transferred to an Apollo portfolio company, Rexnord Corporation,
following the close of this transaction at a price determined
through negotiations between Rexnord and the Apollo affiliates
that have agreed to purchase Jacuzzi Brands.  The bath business
will become an independent portfolio company of Apollo.  Certain
members of Jacuzzi Brands' management, including Alex Marini, are
expected to remain with the businesses after the closing.

Lazard Freres & Co. LLC advised Jacuzzi Brands on this transaction
and provided a fairness opinion to the Board of Directors of
Jacuzzi Brands.  Credit Suisse served as advisor to Apollo.

                       About Apollo Management

Apollo, founded in 1990, is a leader in private equity, debt and
capital markets investing.  Since its inception, Apollo has
invested over $16 billion in companies representing a wide variety
of industries, both in the U.S. and internationally.  Apollo is
currently investing its sixth private equity fund, Apollo
Investment Fund VI, L.P., which along with related co-investment
entities, represents approximately $12 billion of new capital.

                        About Jacuzzi Brands

Jacuzzi Brands, Inc. -- http://www.jacuzzibrands.com/-- through  
its subsidiaries, manufactures and distributes branded bath and
plumbing products for the residential, commercial and
institutional markets.  These include whirlpool baths, spas,
showers, sanitary ware and bathtubs, as well as professional grade
drainage, water control, commercial faucets and other plumbing
products. The Company's products are marketed under its portfolio
of brand names, including JACUZZI(R), SUNDANCE(R), ZURN(R), and
ASTRACAST(R).


JACUZZI BRANDS: Apollo Merger Deal Prompts Fitch's Negative Watch
-----------------------------------------------------------------
Fitch Ratings has placed the ratings of Jacuzzi Brands, Inc., on
Rating Watch Negative after JJZ's disclosure that a definitive
merger agreement has been signed under which affiliates of private
equity firm Apollo Management L.P. will purchase Jacuzzi Brands in
a transaction having a total value of $1.25 billion, which
includes the assumption of outstanding debt approximating
$260 million, net of cash.  The acquisition price is approximately
9.7 times trailing twelve months EBITDA.

The current ratings are:

     -- Issuer Default Rating: 'B';
     -- Asset Based Revolving credit facility: 'BB/RR1';
     -- Senior Secured Notes: 'B+/RR3'.

Under the terms of the merger agreement, Jacuzzi Brands'
shareholders will receive $12.50 per share in cash.  The
transaction will be financed through a combination of equity
contributed by Apollo and debt financing.  The Board of Directors
of Jacuzzi Brands has approved the merger agreement and has
recommended to Jacuzzi Brands' shareholders that they vote in
favor of the transaction.  In connection with the proposed
transaction, Jacuzzi Brands will make a cash tender offer for all
of its outstanding 9.625% Senior Secured Notes due 2010, which is
essentially all of the debt at JJZ.

The acquisition is subject to certain closing conditions,
including the approval of Jacuzzi Brands' shareholders, regulatory
approval, and the receipt by Apollo of all necessary debt
financing, and is expected to close in the first quarter of 2007.  
In addition, it is contemplated that the Zurn business will be
transferred to an Apollo portfolio company, Rexnord Corporation,
following the close of this transaction.  The bath business will
become an independent portfolio company of Apollo.

RBS Global Inc., the parent company of Rexnord Corp., has agreed
to buy the plumbing products business (Zurn) of JJZ for
$950 million in cash from Apollo Management LP.  Rexnord stated
the purchase would be financed through an equity investment by
Apollo and its affiliates of approximately $290 million and debt
financing of approximately $660 million.

While there is risk of a deteriorating credit profile, the note
holders have a first priority lien on and security interest in
substantially all of the domestic real property, plant and
equipment.  If JJZ's debt is retired, Fitch will withdraw its
ratings.

Ratings, including the IDR, could be lowered reflecting a more
leveraged entity.  Ratings could also move down on any senior
secured notes not tendered because they may have weaker covenant
protection.


JACUZZI BRANDS: Apollo's Offer Cues Moody's to Review Ratings
-------------------------------------------------------------
Moody's Investors Service placed Jacuzzi Brands Inc. on review for
possible downgrade to reflect the announcement that Jacuzzi has
agreed to be acquired by private equity firm Apollo Management
L.P. for approximately $1.25 billion before fees, expenses, and
other liabilities.  Jacuzzi Brands plans to make a cash tender
offer for all of its outstanding 9.625% senior secured Notes due
2010.  It is contemplated that Jacuzzi's operating subsidiary Zurn
will be acquired by Rexnord, an Apollo portfolio company.  Moody's
believes the transaction will close in the first quarter of 2007.

These ratings were placed on review for possible downgrade:

   * Corporate Family Rating, rated B2;
   * $380 million 9.625% gtd notes due 2010, rated B2;
   * Probability of default rating, rated B2;
   * Loss given default assessment, LGD 50%, LGD-4.

Jacuzzi Brands, Inc., headquartered in West Palm Beach, Florida,
manufactures a broad range of products through operating
subsidiaries in two business segments, bath products and plumbing
products.  Sales for the first half of 2006, excluding Rexair,
totaled $845 million.


KINETEK INC: S&P Says Ratings Remain on Watch After Purchase Offer
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Kinetek Inc. and related entities, including its 'B-'
corporate credit rating, remain on CreditWatch with developing
implications where they were placed on Sept. 13, 2006.

This follows the announcement that private equity fund The
Resolute Fund will acquire the company from current owner Jordan
Industries Inc. (CCC+/Negative/--).

Proceeds of the transaction are expected to be sufficient to
refinance substantially all of Kinetek's indebtedness, including
the company's $270 million senior unsecured notes due Nov. 15,
2006.

The transaction is expected to close in the first week of November
2006.  If it is completed successfully, Standard & Poor's expects
to resolve the CreditWatch listing and to raise the corporate
credit rating to 'B' from 'B-'.  The outlook would be stable.

Conversely, if the transaction is delayed or failed, or if the
company defaults on its revolving credit facility, which matures
prior to the expected close of the transaction, the rating could
be lowered.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and a recovery rating of '2' to Kinetek's proposed
$265 million first-lien credit facilities, indicating its
expectation for a substantial recovery of principal by first-lien
lenders (80%-100%) in the event of a default.

In addition, Standard & Poor's assigned its 'CCC+' bank loan and a
recovery rating of '5' to the proposed $85 million second-lien
term loan, indicating its expectation of negligible recovery of
principal by second-lien lenders in the event of a default.

When the CreditWatch is resolved, the ratings that are assigned
will be affirmed.

"Subject to successful completion of the acquisition, the pending
higher ratings will reflect Kinetek's improved liquidity as the
significant refinancing risk, which had been a major rating factor
in the recent past, will be removed," Standard & Poor's credit
analyst Gregoire Buet said.


KOLORFUSION INT'L: Carver Moquist Raises Going Concern Doubt
------------------------------------------------------------
Carver Moquist & O'Connor, LLC, in Minneapolis, Minnesota, raised
substantial doubt about Kolorfusion International, Inc.'s ability
to continue as a going concern after auditing the Company's
financial statements for the years ended June 30, 2006, and 2005.  
The auditor pointed to the Company's recurring operating losses
and stockholders' deficit.

For the year ended June 30, 2006, Kolorfusion International, Inc.,
reported a $292,378 net loss on $2,086,758 of total revenues
compared with a $572,136 net loss on $2,344,019 of total revenues
for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed $1,199,573 in
total assets and $1,684,382 in total liabilities, resulting in a
$484,809 stockholders' deficit.  The Company had a $1,242,431
deficit at June 30, 2005.

The Company current balance sheet also showed strained liquidity
with $515,056 in total current assets available to pay $1,121,234
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's Annual Report is available for
free at http://ResearchArchives.com/t/s?136b

Centennial, Colorado-based Kolorfusion International, Inc. --
http://www.kolorfusion.com/-- develops and markets a patented  
system for transferring colors and patterns into coatings on
metal, wood, glass, and directly into plastic products.


LAND O' LAKES: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products sector, the rating
agency held its Ba3 Corporate Family Rating for Land O' Lakes,
Inc.  Additionally, Moody's revised and held its probability-of-
default ratings and assigned loss-given-default ratings on these
loans and bond issues:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $190.7 million
   FIX 7.45% Gtd. Cap.
   Securities Due
   Oct. 15, 2028          B2       B2      LGD5       88%

   $350 million
   8.750% Gtd. Global
   Notes Due
   Nov. 15, 2011          B1       Ba3     LGD4       58%

   $175 million
   9.00% Gtd. Sr. Sec.
   Global Notes Due
   Dec. 15, 2010          Ba3      Ba2     LGD3       33%

   $225 million
   Sr. Sec. Revolving
   Credit Facility        Ba2      Ba1     LGD2       21%

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

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

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

Based in North Arden Hills, Minnesota, Land O' Lakes, Inc. is
owned by and serves more than 7,000 dairy farmer members and 1,300
community cooperatives.  Land O' Lakes is the one of the largest
dairy co-ops in the U.S., along with Dairy Farmers of America and
California Dairies.  It provides its members with wholesale
fertilizer and crop protection products, seed, and animal feed.  
Land O' Lakes produces one of its oldest products, LAND O' LAKES
butter.  It also produces packaged milk, margarine, sour cream,
and cheese.  The co-op's animal-feed division, Land O'Lakes Purina
Feed, is a leading animal and pet food maker.


LEVITZ HOME: Panel Taps Gazes LLC as Special Counsel
----------------------------------------------------
The Official Committee of Unsecured Creditors of Levitz Home
Furnishings, Inc., and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
retain Gazes LLC, as its special litigation counsel to investigate
and potentially pursue actions against the Debtors' officers and
directors for breach of fiduciary duty.

Creditors Committee Chairperson Richard E. Caruso relates that
the Committee has been made aware of two civil actions currently
pending in the U.S. District Court for the Southern District of
New York:

     a) Xerion Partners I LLC, et al. v. Resurgence Asset
        Management, LLC, et al.; and

     b) Bay Harbour Management LLC v. Jay Carothers, et al.

Mr. Caruso says Gazes would be responsible for both investigating
and pursuing any action to be brought against the Debtors'
officers and directors on behalf of the Debtors' estates, at the
behest of the Creditors Committee.  PLVTZ, LLC, concurs with the
Creditors Committee's decision to retain Gazes as special
litigation counsel.

As special counsel, Gazes will:

    (a) review and analyze the legal and factual bases of the
        Actions;

    (b) analyze whether the pursuit of similar actions by the
        Creditors Committee would be likely to add value to the
        Debtors' estate and the GUC Trust; and

    (c) manage any actions brought by the Creditors Committee
        against the Debtors' officers and directors to resolution,
        whether through judgment after trial, settlement, or
        dismissal.

The Creditors Committee submits that Gazes possesses the
expertise in bankruptcy litigation and in representing committees
and unsecured creditors in Chapter 11 cases to perform the tasks
required.

Gazes will be compensated on a contingent fee basis in an amount
representing 30% of the gross amounts realized through judgment,
settlement or other disposition of any actions commenced by the
firm on behalf of the Creditors Committee.

In addition to legal fees, Gazes will provide the Creditors
Committee with monthly statements that will set forth expenses
incurred and costs advanced on the Creditors Committee's behalf.

Furthermore, Gazes will be permitted, upon Court approval, to
receive from the gross recoveries of any actions commenced by
Gazes on behalf of the Creditors Committee its percentage fee, as
applicable, plus 100% of its expenses.

Ian J. Gazes, Esq., a partner at the firm, assures the Court that
he and his firm represent no interest adverse to the Creditors
Committee, the Debtors, or their estates, in the matters upon
which it is to be engaged.

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)


LOEHMANNS CAPITAL: 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 Loehmann's
Capital Corporation.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $20 mil. Class A
   Floating Rate
   Notes due 2011       B3       B2       LGD3     46%

   $55 mil. Class A
   12% Sr. Sec. Notes
   due 2011             B3       B2       LGD3     46%

   $35 mil. Class B
   Sr. Sec. Notes
   due 2011             Caa1     Caa1     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%).

Headquartered in The Bronx, New York, Loehmann's Capital Corp., is
an off-price retailer of apparel and accessories, and operates 48
stores throughout the U.S.


M-FOODS HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products sector, the rating
agency affirmed its B1 Corporate Family Rating for M-Foods
Holdings, Inc., and its subsidiary, Michael Foods, Inc.  In
addition, Moody's affirmed/revised its probability-of-default
ratings and assigned loss-given-default ratings on these debt
obligations and bond issues:

Issuer: M-Foods Holdings, Inc.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $154.06 million
   9.750% Sr. Discount
   Notes
   Due Oct. 1, 2013      Caa1      B3      LGD6       94%

Issuer: Michael Foods, Inc.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $150 million
   8.000% Gtd. Sr. Sub.
   Global Notes Due
   Nov. 15, 2013          B3       B3      LGD5       84%

   $540 million Gtd.
   Sr. Sec. Term Loan
   Due Jan. 20, 2010      B1       Ba3     LGD3       37%

   $100 million Gtd.
   Sr. Sec. Revolving
   Credit Facility
   Due Nov. 20, 2009      B1       Ba3     LGD3       37%

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

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

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

Based in Minnetonka, Minnesota M-Foods Holdings, Inc., and its
subsidiary, Michael Foods Inc., is producer and distributor of
frozen, pre-cooked, and dried egg products.


MCCORMICK LLC: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: McCormick, LLC
        976 Airport Road, Suite 150
        Chapel Hill, NC 27514

Bankruptcy Case No.: 06-81321

Debtor-affiliate filing separate chapter 11 petition:

      Entity                        Case No.
      ------                        --------
      John G. McCormick, P.A.       06-81324

Chapter 11 Petition Date: October 13, 2006

Court: Middle District of North Carolina (Durham)

Judge: William L. Stocks

Debtors' Counsel: Stephanie Osborne-Rodgers, Esq.
                  Northern Blue, LLP
                  P.O. Box 2208
                  Chapel Hill, NC 27514-2208
                  Tel: (919) 968-4441

                                 Total Assets   Total Debts
                                 ------------   -----------
      McCormick, LLC               $3,119,666    $2,683,012

      John G. McCormick, P.A.         $49,186      $802,186

A. McCormick, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Orange County Tax Collector      Real Property Taxes       $2,045
P.O. Box 8181                    North Street, Chapel
Hillsborough, NC 27278           Hill, NC

                                 Real Property Taxes       $1,111
                                 F-2 Brookside, Chapel
                                 Hill, NC

                                 Real Property Taxes         $935
                                 927 Shadylawn, Chapel
                                 Hill, NC

                                 Real Property Taxes         $570
                                 927 Shadylawn Extension
                                 Chapel Hill, NC

                                 Real Property Taxes       $3,934
                                 400 McMasters Street
                                 Chapel Hill, NC

                                 Real Property Taxes       $3,906
                                 404 McMasters Street
                                 Chapel Hill, NC

                                 Real Property Taxes       $3,780
                                 301-305 Homestead
                                 Chapel Hill, NC

                                 Real Property Taxes       $2,953
                                 621 Sykes Street
                                 Chapel Hill, NC

                                 Real Property Taxes       $2,722
                                 408 McMasters Street
                                 Chapel Hill, NC

                                 Real Property Taxes      $10,855
                                 1-7 Amity Court
                                 Chapel Hill, NC

                                 Real Property Taxes       $5,549
                                 102 Christopher Court
                                 Chapel Hill, NC

                                 Real Property Taxes       $5,313
                                 111 Cameron Court
                                 Chapel Hill, NC

                                 Real Property Taxes       $4,932
                                 402 McMasters Street
                                 Chapel Hill, NC

                                 Real Property Taxes       $4,929
                                 112 Kenan Street
                                 Chapel Hill, NC

                                 Real Property Taxes       $4,744
                                 104 Christopher
                                 Chapel Hill, NC

                                 Real Property Taxes       $4,661
                                 106 Christopher
                                 Chapel Hill, NC

                                 Real Property Taxes       $4,432
                                 211-219 Homestead
                                 Chapel Hill, NC

                                 Real Property Taxes       $4,389
                                 617 Sykes Street
                                 Chapel Hill, NC

                                 Real Property Taxes       $3,940
                                 406 McMasters Street
                                 Chapel Hill, NC

Internal Revenue Service                                  Unknown
Philadelphia, PA 19255-0030

B. John G. McCormick, P.A.'s Six Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
D.R. Horton, Inc.                                        $802,186
c/o Scott Zimmerman
101 North Columbia Street
Chapel Hill, NC 27514

Employment Security Commission                            Unknown
700 Wade Avenue
Raleigh, NC 27605-1167

Internal Revenue Service                                  Unknown
Philadelphia, PA 19255-0030

Lawyer Mutual Liability                                   Unknown
Insurance Co.

NC Department of Revenue                                  Unknown

Orange County Tax Collector                               Unknown


MEDCOM USA: S.E. Clark & Co. Raises Going Concern Doubt
-------------------------------------------------------
S.E. Clark & Company, PC, expressed substantial doubt about MedCom
USA, Inc.'s ability to continue as a going concern after auditing
the Company's financial statements for the fiscal year ended
June 30, 2006 and 2005.  The auditing firm pointed to the
Company's accumulated losses and capital shortage.

MedCom incurred a $6,338,555 net loss for the fiscal year ended
June 30, 2006, from a $7,133,884 loss in the prior year.  Sales
and marketing expenses along with interest expenses have increased
for Fiscal 2005.  The Company says it incurred these marketing and
sales expenses in relation to increased demand for its products
and services.

Revenues for Fiscal 2006 increased to $6,000,257 from $2,747,271
during Fiscal 2005.  This increase in revenue is directly the
result of changes in the Company's strategic direction in core
operations.  The restructuring included discontinuing declining or
unprofitable business sectors and officer and management changes.

The Company's balance sheet at June 30, 2006, showed $3,681,139 in
total assets and $10,516,537 in total liabilities, resulting in a
stockholders' deficit of $6,835,398.

A full-text copy of the Company's annual report is available for
free at http://researcharchives.com/t/s?1366

MedCom USA, Inc. (OTC: EMED) -- http://www.medcomusa.com/--  
provides innovative healthcare and financial transaction solutions
for electronically processing HIPAA compliant transactions within
the healthcare industry.  MedCom USA provides a terminal based
service package and a compatible Web Portal add-on for physicians,
clinics and hospitals and dentists that include the following
services: Real-time transactions including; Patient Eligibility,
Referrals, Claims Status and Service Authorizations, 100%
Paperless Claims Processing, Patient Easy Pay, Credit/Debit Cards,
and Check Guarantee.  MedCom USA is the licensor for a patented
card activation program.


MERISANT WORLDWIDE: Moody's Assigns Loss-Given-Default Ratings
--------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products sector, the rating
agency confirmed its Caa3 Corporate Family Rating for Merisant
Worldwide, Inc., and its subsidiary, Merisant Co.  Additionally,
Moody's revised/held its probability-of-default ratings and
assigned loss-given-default ratings on these loans and note
issues:

Issuer: Merisant Worldwide, Inc.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $136.04 million Sr.
   Sub. Discount Notes
   Due May 15, 2014        C       Ca      LGD6       92%

Issuer: Merisant Co.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $36.650 million Gtd.
   Sr. Sec. Term Loan A
   Due Jan. 11, 2009     Caa1      B2      LGD2       10%

   $225.00 million
   9.500% Sr. Sub.
   Global Notes
   Due July 15, 2013      Ca       Ca      LGD4       68%

   $35.00 million Gtd.
   Sr. Sec. Revolving
   Credit Facility
   Due Jan. 11, 2009     Caa1      B2      LGD2       10%

   $165.83 million Gtd.
   Sr. Sec. Term Loan A
   Due Jan. 11/2009      Caa1      B2      LGD2       10%

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

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

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

Based in Chicago, Illinois, Merisant Worldwide, Inc. and its
subsidiary, Merisant Co. -- http://www.merisant.com/-- are  
international corporations that manufacture and market a variety
of tabletop sweetener products with nearly 20 regional brands and
sales in more than 100 countries worldwide.  Its sweetener
products include Equal, Canderel, and Nutrasweet.  The companies
control more than one-third of the aspartame market.  Pegasus
Capital Advisors owns almost 89% of the company.


MESABA AVIATION: Wants to Reopen Record on CBA Rejection
--------------------------------------------------------
Mesaba Aviation, Inc. asks the Honorable Gregory F. Kishel of the
U.S. Bankruptcy Court for the District of Minnesota to reopen the
record on its request for authority to reject collective
bargaining agreements with unions pursuant to Section 1113 of the
Bankruptcy Code, to the extent necessary to address the two issues
identified by the U.S. District Court for the District of
Minnesota as being the subject of remand.

The two issues are:

    (a) whether the Debtor's evidence supports the Bankruptcy
        Court's conclusion that a snap-back provision would be
        futile and would hinder the Debtor's reorganization; and

    (b) whether the Debtor has met its burden of proof to show
        that its Section 1113 proposals treat the unions -- the
        Aircraft Mechanics Fraternal Association, Association of
        Flight Attendants-CWA, AFL-CIO, and the Air Line Pilots
        Association -- fairly and equitably in light of any
        sacrifices that MAIR Holdings, Inc., may be asked to make
        in the Debtor's reorganization.

Pursuant to Section 1113(c), the Debtor also seeks the Court's
authority to reject its CBAs with the Unions.

According to Michael L. Meyer, Esq., at Ravich Meyer Kirkman
McGrath & Nauman, in Minneapolis, Minnesota, the Debtor's need
for Section 1113(c) relief is more acute than ever because has
not reached a comprehensive settlement with its Unions.

Mr. Meyer notes that since June 29, 2006, the Debtor:

    (a) has met with the ALPA and AMFA as often as they made
        themselves available; and

    (b) has repeatedly sought to meet with the AFA under the
        auspices of the National Mediation Board, and the NMB has
        issued multiple notices to the Debtor and the AFA for
        bargaining, but the AFA has steadfastly refused to
        attend.

Mr. Meyer tells Judge Kishel that the Debtor gave the Unions all
relevant information as is necessary to evaluate its proposals;
and has stated consistently that consensual agreements with its
Unions are the most desired outcome.

As of Sept. 29, 2006, the Debtor has reached agreement only
with the Transport Workers Union of America.

"Uniformly, AMFA, AFA and ALPA adhere to the position that the
Company does not need 19.4% in labor savings for six years," Mr.
Meyer says.

Furthermore, the Debtor has made all reasonable efforts to
explain to the Unions the necessity of firmly identifying the
cost structure it needs to successfully negotiate a new Omnibus
airline services agreement with Northwest Airlines, Inc., and
following through on the conditional bid it placed on Jan. 17,
2006, as amended, in response to a Northwest RFP for 126 regional
jet aircraft.

Mr. Meyer submits that the Debtor's survival is dependent on
securing immediate relief under Section 1113(c) because it's
losing money at the rate of approximately $1,000,000 per week.

The Debtor believes, and has so advised the Unions, that their
reasons for refusing to bargain do not constitute good cause.  A
delay in the Section 1113(c) process seriously jeopardizes the
Debtor's ability to not only survive, but to take timely steps to
put in place the principal building block of its plan of
reorganization.

Because the Unions have failed to provide good cause for
rejecting the Debtor's Section 1113 proposals, the Debtor has no
alternative but to reject the CBAs, Mr. Meyer contends.

Mr. Meyer submits that the Debtor's Section 1113 proposals, as
well as the underlying Business Plan, were based on the most
complete and reliable information available to the Debtor at the
time the proposals were made.  Moreover, the Debtor's Section
1113 proposals assure that all relevant constituencies are
treated fairly and equitably.

The Bankruptcy Court will consider the Debtor's request on
October 10, 2006.  If there are no objections filed by October 4,
the Bankruptcy Court may grant the request without a hearing.

             Unions Seek Discovery on Disputed Issues

The Unions ask the Bankruptcy Court to allow a discovery for the
purpose of investigating factual matters related to the issues
of:

    (i) the effect of "snap-back" provisions in future contracts
        with the Unions; and

   (ii) how the proposed modifications to the Unions' contracts
        would affect creditors and other affected parties.

A full-text copy of a summary of the issues raised in the
"Discovery Requests," divided into two categories (i) those
matters on which the parties have reached agreement, and (ii)
those matters on which agreement has not been reached, is
available for free at:

              http://researcharchives.com/t/s?132c

Representing ALPA, James Jorissen, Esq., at Leonard, O'Brien,
Spencer, Gale & Sayre, Ltd., in Minneapolis, Minnesota, notes
that although the Unions could not know what specific issues
would be raised by the Debtor in its Section 1113 request, they
determined that, in light of the fast-approaching hearing date,
discovery should be commenced immediately.

Among other things, the Unions:

    * demand production of 8 categories of documents; and

    * demand a designation of a witness to give deposition
      testimony regarding 16 specified topics.

The Unions believe that all of the information and materials
sought through the Discovery Requests is relevant to the two
issues that are indisputably at issue.  In addition to being
relevant, the information and materials sought through the
Discovery Requests are plainly relevant to the Unions' analysis
of the proposals included in the Debtor's most recent proposals,
and are, therefore, discoverable, Mr. Jorissen tells Judge
Kishel.

Mr. Jorissen relates that on Sept. 29, 2006, counsel for ALPA
and the Debtor conferred to try to resolve the disagreement.
Despite good faith efforts on the part of all participants,
however, the parties were unable to reach agreement.

Thus, the Unions ask the Bankruptcy Court for an expedited
treatment to the Discovery Requests.  Specifically, the Unions
ask the Court to direct that any response to the Discovery
Requests must be filed on or before Oct. 7, 2006.

Mr. Jorissen asserts that if the Unions are to have any
reasonable opportunity to review and analyze any responses to the
Discovery Requests in time to assist in preparing for the hearing
on the Debtor's request, the responses must be provided before
the deadline established by the applicable rules generally.

              MAIR Wants Discovery Requests Modified

MAIR objects to the Discovery Requests to the extent that the
Unions seek discovery that is outside the scope of appropriate
discovery under Rule 26(b) of the Federal Rules of Civil
Procedure.

Kenric D. Kattner, Esq., at Haynes and Boone, LLP, in Houston,
Texas, relates that the Unions seek to compel the Debtor to
respond to all their discovery requests by Oct. 7, 2006.  Yet,
the Requests did not address the scope of discovery as to MAIR.

Mr. Kattner argues that given the limited relief that the Debtor
seeks in its latest Section 1113 request, the Bankruptcy Court
should:

    (a) determine what discovery is appropriate for the contested
        matter;

    (b) limit ALPA's document requests to MAIR; and

    (c) limit the deposition topics for MAIR's designated
        representative.

"Generally, MAIR is willing to produce documents and to give
deposition testimony within the scope of discovery that is
required of Mesaba," Mr. Kattner says.  "However, MAIR should not
be subjected to discovery that is broader in scope than the
discovery that applies to Mesaba."

To the extent necessary, MAIR asks the Bankruptcy Court to modify
the deposition notice and the "Subpoena Duces Tecum" to reflect,
among other things, that:

    (a) the deposition of MAIR's designated representative will
        occur on Oct. 9, 2006;

    (b) the deposition topics will be limited to appropriate
        areas of inquiry for the Section 1113 request, as
        determined by the Court at the Discovery Requests'
        October 5 hearing;

    (c) MAIR is only required to produce documents that are
        within the scope of relevance regarding the Section 1113
        request, as determined by the Court at the October 5
        Hearing;

    (d) any documents produced or deposition testimony given
        should be subject to the confidentiality provisions of
        the Court's ruling dated Feb. 10, 2006, or other similar
        confidentiality ruling.

Given the circumstances and the expedited nature of the
underlying Section 1113 contested matter, ALPA's discovery
requests, and the October 5 Hearing, MAIR asks the Bankruptcy
Court to waive the requirements of Rule 7037-1 of the Local Rules
of the U.S. Bankruptcy Court for the District of Minnesota.  MAIR
further asks the Court to compel the parties to bear their own
costs in the discovery matter.

                     About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 26; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MESABA AVIATION: Wants Unions to Refrain from Going On Strike
-------------------------------------------------------------
Mesaba Aviation, Inc. asks the U.S. Bankruptcy Court for the
District of Minnesota for a preliminary injunction directing the
Aircraft Mechanics Fraternal Association, Association of Flight
Attendants-CWA, AFL-CIO, and the Air Line Pilots Association, to
refrain from illegal job actions such as strikes, work stoppages,
or withdrawal of services.

Specifically, the Debtor asks the Court for:

    (a) a judgment declaring that its latest Section 1113(c) of
        the Bankruptcy Code request does not violate any
        provisions of the Railway Labor Act or any other law;

    (b) the preliminary injunction, to be made permanent upon
        final judgment, directing the Union, and all persons
        acting in concert or participation with them, to refrain,
        in any manner or by any means, from directing, calling,
        causing, authorizing, inducing, instigating, conducting,
        continuing, encouraging or engaging in any:

         * strike,
         * slowdown,
         * work stoppage,
         * refusal to work,
         * overtime ban,
         * sick-out,
         * withdrawal of services,

        or other interferences with the Debtor's usual operation
        before exerting every effort to make and maintain
        arguments and exhausting major dispute resolution
        procedures of the RLA;

    (c) the preliminary injunction, to be made permanent upon
        final judgment, directing the AFA-CWA, AFL-CIO and all
        persons acting in concert or participating with AFA
        (1) to make every reasonable effort to settle its dispute
        with the Debtor and (2) to attend all negotiation
        meetings scheduled by the National Mediation Board or its
        mediator in NMB Case No. A-13405; and

    (d) award of damages in the amount as the Bankruptcy Court
        determines that the Debtor has suffered as a result of
        the Union's unlawful activities, including the Debtor's
        attorneys' fees and costs.

Timothy R. Thornton, Esq., at Briggs and Morgan P.A., in
Minneapolis, Minnesota, notes that the RLA prohibits lawlessness.
Carrier unions and employees are, therefore, precluded from
resorting to self-help without first exhausting mandatory
bargaining procedures.

The "status quo" must likewise be maintained and economic
coercion withheld until the parties are released by the NMB and
the mandatory 30-day "cooling off" period has run, Mr. Thornton
adds.

The Debtor has addressed the two remanded issues identified by
the U.S. Bankruptcy Court for the District of Minnesota by filing
a second renewed request for Section 1113(c) relief with the
Bankruptcy Court, Mr. Thornton explains.  The Debtor expects the
Bankruptcy Court to finally authorize the rejection of the
existing collective bargaining agreements with the Unions on
Oct. 13, 2006.

The Debtor had asked the Court to reopen the record on its request
for authority to reject collective bargaining agreements with
unions pursuant to Section 1113 of the Bankruptcy Code.

Mr. Thornton notes that receiving authorization to reject the
CBAs, and impose the Section 1113 proposals immediately, are
critical to the Debtor's survival.  The Debtor's cash position
and the covenants in its DIP financing agreement require that the
Debtor achieve concessions by Oct. 15, 2006, to allow it to
access DIP financing and forestall liquidation.

According to Mr. Thornton, the Debtor has made repeated attempts,
pre- and post-Section 1113(c) requests, to negotiate labor
concessions that would have obviated the need for the Section
1113(c) rejection.  The Debtor has made every effort to resolve
the dispute without judicial intervention -- advised the
leadership of the Unions that strikes would violate the RLA, and
that the Debtor would be forced to seek immediate injunctive
relief if the Unions failed to disavow any strike intentions.

However, Mr. Thornton says, the Unions have still committed to
strike if the Debtor employs Section 1113 to reject their CBAs.

Mr. Thornton informs Judge Kishel that a strike by the Unions
would result in:

    (a) the Debtor's liquidation because Federal Aviation
        Administration training requirements make pilots and
        flight attendants, as a practical matter, irreplaceable
        on short notice; and

    (b) the deprivation of the Debtor's more than 3,000 workers
        of their livelihood.

Although the Debtor would struggle to survive, with its minimal
financial resources, it could not endure a strike for more than a
few days, Mr. Thornton says.  At this point of the Debtor's
bankruptcy proceeding, the creditors would brook no job action
before demanding liquidation, he continues.

Moreover, a demise or liquidation of the Debtor would:

    (i) hurt the many communities in Minnesota and other states
        that depend on the Debtor's air services, including the
        19 cities for which it provides the only commercial
        service; and

   (ii) injure and complicate Northwest Airlines' reorganization.

                     About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 26; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MOONEY AEROSPACE: Files Restated December 31, 2005 Annual Report
----------------------------------------------------------------
Mooney Aerospace Group, Ltd. filed with the Securities and
Exchange Commission a restated annual report for the fiscal year
ended Dec. 31, 2005, reflecting changes resulting from the
restatement of the company's 2004 financial statements.

The company restated its 2004 financial statements to:

   1) reflect the transfer of Mooney Airplane Company, Inc.
      to Allen Holding & Finance Ltd. in May 2004 and the  
      company's subsequent re-acquisition of MAC from Allen in
      December 2004;

   2) correct an error in the calculation of the gain from the
      forgiveness of debt in connection with the company's
      emergence from bankruptcy in December 2004 and revise its
      related disclosures;

   3) correct amounts presented in the Consolidated Statement of
      Stockholders' Deficiency and footnotes to the consolidated
      financial statements; and

   4) corrected 2004's high and low stock prices.

                    Restated 2005 Results

The restated Dec. 31, 2005 balance sheet showed a $35,950,000
total stockholders' deficit resulting from total assets of
$23,944,000 and total liabilities of $59,894,000.

The company's balance sheet at Dec. 31, 2005, also showed strained
liquidity with $17,370,000 in total current assets and
$451,750,000 in total current liabilities.  

Net loss for the year ended Dec. 31, 2005, increased to
$13,553,000 from a $7,320,000 net loss for the year ended Dec. 31,
2004.

Net sales for the current year increased to $42,083,000 from a
$19,314,000 net sales in the previous year.

Full-text copies of the company's restated financial statements
for the year ended Dec. 31, 2005, are available for free at:

               http://researcharchives.com/t/s?1368

                      About Mooney Aerospace

Headquartered in Kerrville, Texas, Mooney Aerospace Group, Ltd.
-- http://www.mooney.com/-- is a general aviation holding company
that owns Mooney Airplane Co., that designs and manufactures four-
place, single-engine, retractable gear aircraft, sells spare
parts, manufactures aircraft components for other aerospace
companies, and repairs aircraft.  The Company filed for chapter 11
protection on June 10, 2004 (Bankr. Del. Case No. 04-11733).  Mark
A. Frankel, Esq., at Backenroth Frankel & Krinsky LLP, represented
the Debtor.  When the Company filed for protection from its
creditors, it listed $16,757,000 in total assets and $69,802,000
in total debts.  Judge Walrath confirmed Mooney's Plan of
Reorganization on Dec. 15, 2004, and formally closed Mooney's
bankruptcy cases on May 5, 2005.


MORGAN STANLEY: S&P Revises Watch on Notes' B Rating to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications of its 'B' rating on the $3 million class A-7 secured
fixed-rate notes from Morgan Stanley ACES SPC's series 2006-8 to
positive from developing.  The rating was initially placed on
CreditWatch developing on March 22, 2006.

The rating action reflects the Sept. 29, 2006, revision of the
CreditWatch implications of the rating on the referenced
obligations issued by Huntsman International LLC to positive from
developing.

Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a swap-dependent synthetic transaction that is
weak-linked to the lower of:

     (i) the ratings on the respective reference obligations for
         each class;

    (ii) the long-term rating on the swap counterparty and
         contingent forward counterparty's guarantor, Morgan
         Stanley ('A+'); and

   (iii) the credit quality of the underlying securities, BA
         Master Credit Card Trust II's class A certificates from
         series 2001-B due 2013 ('AAA').


MOVIE GALLERY: 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 Caa1 Corporate Family Rating for Movie
Gallery, 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
   ----------           -------  -------  ------   ----------
   $75 mil. Senior
   Sec. Revolving
   Credit Facility      Caa1     B3       LGD3     41%

   Term Loan A          Caa1     B3       LGD3     41%
  
   Term Loan B          Caa1     B3       LGD3     41%

   $325 mil. 11%
   Sr. Unsec. Notes     Caa3     Caa2     LGD5     88%

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

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

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

Headquartered in Dothan, Alabama, Movie Gallery, Inc. --
http://www.moviegallery.com/-- is a North American video rental  
Company with approximately 4,800 stores located in all 50 U.S.
states, Canada and Mexico.


NATIONAL BEEF: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products sector, the rating
agency held its B2 Corporate Family Rating for National Beef
Packaging Company LLC.  Moody's revised its B3 rating to Caa1 on
the company's $160 million, 10.5% Senior Global Notes Due Aug. 1,
2011.  In addition, the rating agency assigned an LGD5 to those
notes, suggesting noteholders will experience an 87% 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%).

Based in Kansas, Missouri, National Beef Packaging Company LLC is
a U.S. meatpacker and produces boxed, case-ready, portion-
controlled, and branded fresh beef products for domestic and
export customers.  Its refrigerated trucking unit, National
Carriers, transports beef within the U.S.  The company has
introduced its Naturewell Natural Beef and NatureSource brands of
corn-fed, naturally raised beef products for sale through retail
grocers.


NATIONAL ENERGY: Committees Want Claim Inclusion Moved to Oct. 2
----------------------------------------------------------------
The steering committees for the Lake Road and La Paloma project
credit facilities, acting for and on behalf of certain syndicates
of lenders to the Lake Road and La Paloma power projects, ask the
U.S. Bankruptcy Court for the Middle District of Maryland to
extend a June 19, 2006 Order Authorizing Inclusion of Disallowed
Claims through Oct. 2, 2006.

The Lenders are seeking allowance of additional Class 3 Lake Road
and La Paloma Project Guarantee Claim amounts consisting of the
Interest Claim aggregating $90,872,298 in Tranche A loan interest
accrued by non-debtor project companies, and Expenses Claim
amounting to $10,616,673.  

The U.S. District Court for the District of Maryland had affirmed
the Bankruptcy Court's disallowance of the Interest Claim, but
reversed the disallowance of the Expenses Claim and remanded for
further proceedings.  The Bankruptcy Court scheduled a trial on
the Expenses Motion for Jan. 27, 2007.

As required, National Energy & Gas Transmission, Inc., maintains
a reserve for disputed claims from which to make distributions
should they ultimately become Allowed claims.  However, the
Debtor declined to reserve for the Interest Claim.  The
Bankruptcy Court ordered the Debtor to maintain sufficient funds
in the reserve for the Interest Claims, but only through Oct. 2,
2006.  

District Court Judge Alexander Williams had denied the Lenders'
motion certifying the Interest Claim for an immediate appeal,
holding that factual issues regarding the Expenses Claim should
be resolved first.  

The Lenders have sought leave from the District Court to pursue,
on an expedited basis to the U.S. Court of Appeals for the Fourth
Circuit, an immediate appeal from the District Court's ruling.

Patricia A. Borenstein, Esq., at Miles & Stockbridge P.C., in
Baltimore, Maryland, argues that the Interest Claim ruling means
the Lenders would be unable to pursue the matter until the end of
January 2007, at the earliest.

"If the [Bankruptcy] Court does not further extend the order
compelling the Debtor to maintain the reserve, then, the Lenders
face the real risk that a premature distribution by the Debtor
would moot the Lenders' legitimate appeal," says Ms. Borenstein.

Ms. Borenstein maintains there is serious risk that by the time
the Lenders have the opportunity to appeal the District Court
Order with regard to the Interest Claim, the Debtor will no
longer have sufficient funds to cover the Interest Claim, if it
is eventually allowed.

Accordingly, the Lenders seek an order for the Debtors to
maintain sufficient funds in the reserve to ensure a full ratable
distribution on the additional claim amounts until the resolution
of the appeal of the Interest Claim to the Fourth Circuit.

                    NEGT Objects to Extension

Although the Project Lenders carefully avoid using the term
"Motion for Reconsideration" to describe their request, that is
precisely what the Motion is, Matthew A. Feldman, Esq., at
Willkie Farr & Gallagher LLP, in New York, tells Judge Mannes.  
Thus, pursuant to Rule 59(e) of the Federal Rules of Civil
Procedure, the Motion was required to be made not later than 10
days after the date of entry of the Extension Order, or June 29,
2006.  Moreover, pursuant to Rule 9006(b)(2) of the Federal Rules
of Bankruptcy Procedure, the Bankruptcy Court has no discretion
to enlarge that deadline, even if in the presence of equitable or
other grounds for doing so which, in any event, do not exist
here.

Because the Motion lacks merit even without consideration of its
lack of timeliness, the Motion must be denied, Mr. Feldman says.

Even if the Project Lenders' request is not a motion for
reconsideration, the Lenders are collaterally estopped from
seeking the relief sought in the Motion, Mr. Feldman says.  The
issue of whether NEGT should be required to maintain an amount
equal to a full ratable distribution on the Additional Claims in
the Disputed Claims Reserve is the exact same issue raised in the
Motion to Compel and in the First Reconsideration Motion the
Lenders filed.

In response to the First Reconsideration Motion, the Extension
Order was entered, modifying the Reserve Order to extend the date
for the inclusion of the Additional Claims through and including
Oct. 2, 2006.  The Extension Order did not grant the First
Reconsideration Motion in its entirety and did not provide that
it was without prejudice as requested by the Lenders.  Now, not
having appealed the Extension Order, the Lenders are back in the
Bankruptcy Court seeking the same relief previously considered by
the Court, but denied them before, Mr. Feldman says.

                  Steering Committees Talk Back

The Steering Committees of the Project Lenders clarify that at
the time the Bankruptcy Court entered its June 9 Order with
respect to the Disputed Claims Reserve, the Lenders had informed
the Court that they were attempting to "dual track" the Interest
Claim and the Expenses Claim to expedite the ultimate resolution
of the Lenders' additional claims.  The Court, therefore, ordered
NEGT to maintain a sufficient amount of funds in the Disputed
Claims Reserve through Oct. 2, 2006.  However, the District
Court subsequently denied the Lenders' motion for certification
to pursue an expedited appeal on the Interest Claim issue to the
Fourth Circuit.

As a result of that denial, the Steering Committees say, the
Lenders are now prohibited from pursuing the Interest Claim
appeal until after the Expenses Claim is resolved.  The
Bankruptcy Court has scheduled a trial on the remanded Expenses
Claim to begin in January 2007.  Based on conversations with
counsel, NEGT may well seek to further postpone that trial,
further delaying the Lenders' ability to seek relief on the
Interest Claim.

As the Interest Claim appeal may not be pursued until sometime
after the Bankruptcy Court rules on the Expenses Claim, the
Lenders submitted their Motion for Extension to protect the
Lenders against that appeal becoming moot through a premature
distribution of funds by NEGT, the Steering Committees note.

The Steering Committees tell Judge Mannes that NEGT devotes only
a few sentences of its Objection to the merits of the Motion for
Extension.  Instead, NEGT raise two false issues not related to
the merits of the Motion:

   -- that the Motion is time-barred; and

   -- that the doctrine of collateral estoppel prevents the
      Motion from being brought.

These objections should be overruled, the Steering Committees
assert.

The Steering Committees explain that the Motion for Extension
does not ask the Bankruptcy Court to reconsider a prior order.
The Motion for Extension merely asks the Court to enlarge the
time, as set in the June 19 Order, during which NEGT is required
to maintain sufficient funds in the Disputed Claims Reserve to
cover all Additional Claim Amounts.

Far from asking the Bankruptcy Court to reconsider the factors
that were relevant at the time it entered the June 19 Order, the
Motion for Extension asks the Court to review facts and
circumstances not known at that time, specifically that:

   a. the Lenders acted in good faith to pursue the appeal
      regarding the Interest Claim on a dual track by seeking
      immediate certification for an appeal;

   b. the District Court denied that request, and ordered instead
      that the Interest Claim appeal must await the outcome of
      the Expenses Claim on remand; and

   c. the Expenses Claim will not be heard by the Bankruptcy
      Court until at least Jan. 24, 2007 -- and perhaps later,
      if NEGT does indeed seek to adjourn that trial date.

The Motion for Extension is no more a disguised motion for
reconsideration than any routine motion for extension of
exclusivity, or enlargement of time to remove certain claims, the
Steering Committees insist.  The Motion for Extension is a new
motion based on the current facts and circumstances, to ask the
Court to extend a date that it previously set.

NEGT's argument that collateral estoppel precludes the Motion is
similarly misplaced, the Steering Committees also argues.  
Collateral estoppel requires, inter alia, that the "issue to be
precluded is identical to the issue already litigated," the
Committees point out, citing Coleman v. Cmty. Trust Bank (In re
Coleman), 426 F.3d 719, 729 (4th Cir., 2005).  The "issue" is not
the Court's previous decision regarding NEGT's obligation to
maintain sufficient funds to cover the Interest Claim; rather,
the issue is whether the time during which NEGT is required to
maintain funds in the Disputed Claims Fund to cover the
Additional Claim Amounts will be extended.

Moreover, the Steering Committees continue, the purpose of the
collateral estoppel doctrine is not implicated by the Motion for
Extension.  "Collateral estoppel protects parties from multiple
lawsuits and the possibility of inconsistent decisions," the
Steering Committees notes, citing Lytle v. Household Mfg., Inc.,
494 U.S. 545, 553 (1990).  Granting the Lenders' request creates
no inconsistency with the Court's ruling on the prior motion,
which extended a different Court order and which did not consider
the recent factual developments.

                      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 ENERGY: Court Denies Mirick, Hoffman, & Vallieres' Claims
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Maryland
denied the request of NEGT Energy Trading Holdings Corporation and
National Energy & Gas Transmission, Inc., for summary judgment
except with respect to the requests of Adam Mirick, Adam Hoffman,
and Benoit Vallieres for treble damages on their 2002 supplemental
bonus claims and their claims based on theories of unjust
enrichment, constructive trust and fraudulent conveyances.

The Court also denied the Claimants' partial motion for summary
judgment and the partial motion for summary judgment filed by
Messrs. Hoffman and Vallieres.

The Honorable S. Martin Teel, Jr., signed the order for the
Honorable Paul Mannes.

                Violation of Maryland Wage Payment
                        and Collection Law

The Court agrees with the Debtors that awards based solely on an
employer's absolute discretion do not qualify as "compensation
. . . promised in exchange for the employee's work."  In a 45-
page decision, Judge Teel says the Supplemental Bonus is not an
enforceable promise to provide a "bonus" and the evidence adduced
by the Objecting Debtors in support of their position forecloses
any possibility of "bad faith."

Thus, the Court grants the Debtors' summary judgment with respect
to the treble damages component of section of the federal Fair
Labor Standards Act.

                        Breach of Contract

The Court infers from the records that the Short Term Incentive
Plan was a modified version of the Claimants' employment
agreements, that the Supplemental Bonus was a binding part of the
modified agreements, and that the program awarded traders in
exchange for performance above and beyond that required by the
employment agreements.

Judge Teel denies summary judgment with respect to the Claimants'
contract claims.

                       Promissory Estoppel

The Court infers that the Claimants could have procured
employment elsewhere had they so desired.  Judge Teel denies
summary judgment with respect to the Claimants' promissory
estoppel causes of action.

                        Unjust Enrichment

The Court has already concluded that the parties entered into
binding employment agreements that were modified by the STIP.  
The question is whether the Supplemental Bonus is an enforceable
part of the modified contract.  

According to Judge Teel, there is no question that the work
performed by the Claimants was covered by their employment
agreements.  Judge Teel holds that summary judgment is
appropriate with respect to their quasi-contract claims.

                   Negligent Misrepresentation

While there is scant evidence in the record that Mr. Hoffman was
harmed by remaining at ET Holdings between Jan. 13, 2003, and
March 3, 2003, the Court concludes that the evidence in the
record permits a general inference that Mr. Hoffman could have
pursued other employment opportunities during his tenure at ET
Holdings.

The record is equally clear, Judge Teel says, that Mr. Hoffman
needed to stay at ET Holdings if he wanted to collect his
anticipated Supplemental Bonus for work performed in 2002.

Judge Teel concludes that there is a genuine dispute of material
fact with respect to Mr. Hoffman's negligent misrepresentation
claim.  He denies the Debtors' motion for summary judgment
insofar as it concerns Mr. Hoffman's negligent misrepresentation
argument.

                   Deferred Compensation Claims

Judge Teel already held that the dispute exists with respect to
the 2002 Supplemental Bonus claim and sees no basis for
distinguishing these claims from the Deferred Compensation
claims.

The Court sustains the Debtors' objection to certain claims of
Mr. Hoffman.  Claim Nos. 102 and 103 are disallowed.

Mr. Vallieres' Claim No. 214 is disallowed.

Mr. Mirick's Claim No. 77 is disallowed.

                   Joint Employer Liability

Messrs. Hoffman and Vallieres had sought partial summary judgment
against NEGT with respect to whether NEGT was a joint employer of
the Claimants.  

The Court states that both claimants have amassed considerable
evidence to support their assertions, but it does not support an
inference of control over the day-to-day activities of ET
Holdings' personnel when viewed in light of the contrary evidence
presented by NEGT, and in some instances do not support an
inference of control even when viewed in a vacuum.

Judge Teel relates that there is at least a genuine dispute of
material fact as to whether NEGT exercised any control over the
daily activities of ET Holdings' personnel, and consequently no
way for the Court to grant summary judgment in favor of the two
claimants.  The issue must await trial.

The Court also denies as moot the Claimants' joint motion to
compel NEGT and ET Holdings to produce documents.

                      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)


NBC ACQUISITION: 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 NBC
Acquisition 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
   ----------           -------  -------  ------   ----------
   $77 million
   Sr. Discount Notes   Caa2     Caa1     LGD6     93%

Nebraska Book Company, Inc.
   
   $204 million
   Term Loan            B2       Ba2      LGD2     21%
  
   $65 million
   Sr. Sec. Revolving
   Credit Facility      B2       Ba2      LGD2     21%

   $175 million
   8.625% Senior
   Subordinated Notes   Caa1     B3       LGD5     76%

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

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

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

NBC Acquisition Corporation is the parent company of Nebraska Book
Company, Inc. -- http://nebook.com/  Nebraska Book Company began  
in 1915 with a single bookstore near the University of Nebraska
campus but now serves more than 1.5 million students through its
network of over 240 stores located across the country.  NBC's
Textbook Division serves more than 2,500 bookstores through the
sale of over seven million textbooks, and NBC's Complementary
Services Division has installed more than 1,600 technology
platforms and e-commerce sites.


NEENAH FOUNDRY: S&P Rates Planned $300 Mil. Sr. Sec. Notes at B
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' rating and its
'4' recovery rating to Neenah Foundry Co.'s proposed issuance of
$300 million senior secured notes.

The recovery rating indicates a marginal recovery of principal
(25%-50%) in the event of default.

Neenah also entered into a new $100 million five-year, asset-based
revolving credit facility that allows the company to borrow up to
an additional $30 million under the facility. The revolving credit
facility is not rated.

Standard & Poor's also affirmed its 'B' corporate credit rating on
the Neenah, Wisconsin-based iron castings manufacturer.  The
outlook is stable.

Ratings on Neenah's 11% currently outstanding senior second-lien
notes due 2010 and its 13% senior subordinated notes due 2013,
both of which are being refinanced, will be withdrawn once the
company's refinancing transaction has been completed.  All ratings
are based on preliminary offering statements and are subject to
review upon final documentation.


NEIMAN MARCUS: 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 B1 Corporate Family Rating for The Neiman
Marcus Group Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $1.975 Billion
   Senior Secured
   Term Loan            B1       Ba3      LGD3     40%

   $125 Million
   Senior Secured
   Debentures           B1       Ba3      LGD3     40%

   $700 Million
   Sr. Unsec. Notes     B2       B2       LGD4     67%

   $500 Million
   Sr. Sub. Notes       B3       B3       LGD6     93%

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 Dallas, Texas, The Neiman Marcus Group, Inc.
-- http://www.neimanmarcusgroup.com/-- operates Neiman Marcus and   
Bergdorf Goodman stores, in addition to both print and online
retail businesses.


NEOPLAN USA: Committee Taps Chanin Capital as Financial Advisors
----------------------------------------------------------------
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 Chanin Capital Partners as its financial
advisors, nunc pro tunc Sept. 6, 2006.

Chanin Capital is expected to:

   a) review and analyze the Debtors' operations, financial
      condition, business plan, strategy, and operating forecasts;

   b) analyze any merger, divestiture, joint-venture, or
      investment transaction;

   c) assist in the determination of an appropriate capital
      structure for the Debtor;

   d) assist the Committee in developing, evaluating, structuring
      and negotiating the terms and conditions of a restructuring
      or plan of reoganization including the value of the
      securities, if any, that may be issued to the Committee
      under any restructuring or Plan;

   e) prepare of enterprise, assets and liquidation valuations;

   f) provide testimony, as necessary, before the Bankruptcy
      Court; and

   g) provide the Committee with other appropriate general
      restructuring advice and legal support.

Brent Williams, a Chanin Capital partner, discloses that his firm
will receive a flat rate of $50,000 per month, plus reimbursed
expenses and out-of-pocket costs.

Mr. Williams 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.  The Official
Committee of Unsecured Creditors selects David M. Fournier, Esq.,
David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper
Hamilton LLP.  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 Landis Rath as Conflicts 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 Landis Rath & Cobb LLP as its conflicts
counsel.

Following Pepper Hamilton LLP's retention as the Committee's
bankruptcy counsel, the firm was identified that it has
connections with the entities involved in the Debtor's chapter 11
case.

As reported in the Troubled Company Reporter on Oct. 13, 2006, the
Committee asked the Court for permission to employ Pepper Hamilton
as its bankruptcy counsel.

These conflict parties are:

   a) Bank of New York;

   b) Merrill Lynch Business Financial Services; and

   c) Philip Gendall.

As a result, the Committee selects Landis Rath to represent it in
connection with any matters involving adversity between the
Committee and the conflict parties where Pepper Hamilton may have
a conflict in handling that matters.

The firm's primary professionals who will represent the Debtors
and its billing rates:

        Professional              Designation       Hourly Rate
        ------------              -----------       -----------
        Adam G. Landis, Esq.      Partner              $480
        Kerri K. Mumford, Esq.    Associate            $250
        John H. Strock                                 $195

Mr. Landis assures the Court that his firm does not hold or
represent any interest adverse to the Debtors or their estates.

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.  The Official
Committee of Unsecured Creditors selects David M. Fournier, Esq.,
David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper
Hamilton LLP.  When Neoplan USA filed for protection from its
creditors, it listed $13,696,911 in total assets and $59,009,471
in total debts.


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

                           Projected

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

   Senior secured
   term loan 2013         Ba2      Ba1     LGD2       25%

   Senior secured
   revolving credit
   facility due 2011      Ba2      Ba1     LGD2       25%

   7.25% guaranteed
   Senior notes due 2014   B1       B1     LGD5       80%

   7.375% senior notes
   due 2016                B1       B1     LGD5       80%

   5.75% convertible
   preferred stock         B3       B2     LGD6       98%

   4% convertible
   perpetual preferred
   stock                   B3       B2     LGD6       98%

   Multiple seniority
   shelf(senior secured) (P)Ba2   (P)Ba1   LGD2       25%

   Multiple seniority
   shelf
   (senior unsecured)     (P)B1   (P)B1   LGD5      80%

   Multiple seniority
   shelf (subordinate)    (P)B2   (P)B2   LGD6      97%

   Multiple seniority
   shelf
   (preferred stock)      (P)B3   (P)B2   LGD6      98%

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 Princeton, New Jersey, NRG Energy, Inc. (NYSE:
NRG) -- http://www.nrgenergy.com/-- presently owns and operates a  
diverse portfolio of power-generating facilities, primarily in
Texas and the Northeast, South Central and Western regions of the
United States.  Its operations include baseload, intermediate,
peaking, and cogeneration facilities, thermal energy production
and energy resource recovery facilities.  NRG also has ownership
interests in generating facilities in Australia and Germany.


OCEAN SPRAY: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products sector, the rating
agency affirmed its Ba1 Corporate Family Rating for Ocean Spray
Cranberries, Inc., and its Ba3 rating on the company's $150
million FIX 6.25% Perp. Cumulative Standard Preferred Shares,
Series A.  Additionally, Moody's assigned an LGD6 rating to those
debentures, suggesting noteholders will experience a 100% 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%).

Based in Lakeville-Middlesboro, Massachusetts, Ocean Spray
Cranberries, Inc. -- http://www.oceanspray.com/-- is a marketing  
cooperative owned by more than 900 cranberry and citrus growers in
the U.S. and Canada.  The company produces its line of juices by
blending the cranberry with fruits ranging from apples to
tangerines.  It also makes other cranberry products, such as
sauce, snacks, grapefruit juice, and Ocean Spray Premium 100%
juice drinks for both retailers and food service providers.  The
company controls more than half of the U.S. cranberry drink
market.


OLYMPIC TOOL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Olympic Tool & Engineering, Inc.
        324 West Bay Drive Northwest, Suite 201
        Olympia, WA 98502
        Tel: (360) 352-8311

Bankruptcy Case No.: 06-42471

Type of Business: The Debtor offers automotive maintenance,
                  machine and shop services.

Chapter 11 Petition Date: October 13, 2006

Court: Western District of Washington Seattle (Tacoma)

Judge: Philip H. Brandt

Debtor's Counsel: Daniel R. Tiffany, Esq.
                  Ditlevson Rodgers Dixon, P.S.
                  324 West Bay Drive Northwest, Suite 201
                  Olympia, WA 98502
                  Tel: (360) 352-8311

Total Assets:   $600,000

Total Debts:  $1,089,993

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Port of Shelton                            $102,108
21 West Sanderson Way
Shelton, WA 98584

Specialty Metals                            $68,567
8300 206th Street
Kent, WA 98032

Greenburg - Taurig                          $53,957
5100 Town Center Circle
Boca Raton, FL 33486

Mikem Enterprises LLC                       $36,158
1725 King Street
Shelton, WA 98584

Airgas - Nor Pac Inc.                       $34,096
615 West Main Street
Chehalis, WA 98532

Marks Brothers                              $34,050

Ringmasters                                 $30,552

Puget Sound Pipe                            $30,475

Machinists, Inc.                            $25,674

Dixie Aerospace                             $14,714

Service Steel Aerospace Corp.                $9,881

Tyco Valves                                  $9,532

W.S. Wilson Corporation                      $8,608

Mason County Treasurer                       $8,297

Farwest Steel Corporation                    $7,938

Asko Processing, Inc.                        $7,824

Industrial Tectonics Bearings                $7,352

E.F. Bailey Co.                              $7,323

J&S Fabrication, Inc.                        $6,960

Nova Machine Products                        $5,925


OWENS CORNING: Can Pay Contemplated Securities Issuance Expenses
----------------------------------------------------------------
The Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware authorizes Owens Corning and its debtor-
affiliate to pay all fees and expenses associated with and
attendant to the Contemplated Securities Issuance.

The Debtors are also permitted to fund into escrow an amount equal
to all interest that will accrue on the Senior Notes through the
scheduled expiration date of the escrow, plus an amount equal to
any underwriting, placement agent or initial purchaser fee paid
directly from the proceeds of the offering.

The Debtors had contemplated that on the effective date of their
Modified Plan of Reorganization, Reorganized Owens Corning:

    -- will obtain $2,400,000,000 in bank financing, consisting
       of a $1,000,000,000 revolving credit facility and a
       $1,400,000,000 term loan facility; and

    -- might undertake one or more debt securities offerings to
       be completed concurrently with, prior to, or within six
       months of the Plan Effective Date, to raise at least
       $400,000,000 before underwriting fees.

Reorganized Owens Corning will use the proceeds of any
Contemplated Securities Issuance in excess of $400,000,000 to
repay or reduce the Term Facility.

The Debtors had obtained in July 2006 the Court's authority to
enter into a Senior Credit Facilities Commitment Letter and
related agreements with Citigroup Global Markets Inc., Bank of
America, N.A., and Bank of America.  The Senior Facilities Order,
among others, permits the Debtors to pay fees and expenses
relating to the Contemplated Securities Issuance.

                      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: Wants Claims Settlement with Pinal County Approved
-----------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the U.S. Bankruptcy
for the District of Delaware to approve a claims settlement with
Pinal County in Arizona.

The Debtors own a property in Pinal County that created a secured
real and personal property tax liability for the 2000 and 2004 tax
years.

Subsequently, Pinal County filed a prepetition tax claim -- Claim
No. 12328 -- against the Debtors for tax year 2000.

On Sept. 1, 2006, Pinal County objected to the Debtors' Sixth
Amended Plan of Reorganization, asserting that it is unclear as
to what class Claim No. 12328 is in, and when certain events will
occur.

Following arm's-length negotiations, the Debtors and Pinal County
agree that:

   (a) Claim No. 12328 will be treated as an allowed Owens
       Corning Other Secured Tax Claim under Class A2-A of the
       Plan for $82,134, including interest, if the Claim is
       paid:

          * by Sept. 30, 2006, for $156,339;

          * by Oct. 31, 2006, for 157,491;

          * by Nov. 30, 2006, for 158,643; or

          * after Nov. 30, 2006, with additional interest at an
            applicable statutory rate.

   (b) The Settlement resolves all outstanding prepetition
       personal and real property claims among the Debtors and
       Pinal County.

   (c) All other taxes, interest, charges and penalties related
       to the Claim are disallowed.

   (d) The Debtors will pay the Claim as provided in the Plan.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells the Court that if the Settlement is not approved,
the Debtors will continue to accrue interest on the Pinal
County's Claim.

Pinal County also filed Claim No. 12559 for postpetition real and
personal property tax.  The parties have reached an agreement in
principal regarding the Claim and are working on reducing the
agreement to writing.

                      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)


PA MEADOWS: S&P Junks Rating on Planned $70 Mil. Sr. Sec. Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating and a '2' recovery rating to PA Meadows LLC's proposed
$205 million first-lien senior secured credit facility, reflecting
Standard & Poor's expectation of substantial (80%-100%) recovery
of principal in the event of a payment default.

At the same time, Standard & Poor's assigned its 'CCC+ rating with
a recovery rating of '5' to the company's proposed $70 million
second-lien senior secured credit facility, indicating the
expectation for negligible (0%-25%) recovery of principal in the
event of a payment default.

Concurrently, a 'B' issuer credit rating was assigned to PA
Meadows.  The outlook is stable.

On July 26, 2006, PA Meadows acquired The Meadows Racetrack from
Magna Entertainment Corporation.  PA Meadows is a wholly owned,
unrestricted subsidiary of Cannery Casino Resorts LLC (CCR).  
Owned by Millennium Gaming Inc. (58%), whose controlling
shareholders are William Paulos and William Wortman, and entities
related to Oaktree Capital Management (42%), CCR currently has
operations in the Las Vegas gaming market through the Cannery
Casino and Hotel, the Rampart Casino, and the Nevada Palace
Casino.

The ratings on PA Meadows reflect its narrow business position as
an operator of a single racino (construction is likely to start in
October 2006), modest construction risks, and the expectation of
meaningful competition in the Pittsburgh gaming market starting in
2009.  Still, PA Meadows will have a first mover advantage in its
market, given its phased development plan, and its liquidity
position is expected to be adequate throughout construction.  In
addition, management has a long term proven track record within
the gaming industry.


PACIFIC LUMBER: Improved Liquidity Cues S&P to Raise Corp. Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Scotia, California-based Pacific Lumber Co. to 'CCC'
from 'CCC-'.  The outlook is developing.

"The upgrade reflects Pacific Lumber's improved liquidity
following the recent refinancing of its credit facilities,"
Standard & Poor's credit analyst Lisa Wright said.

The company has about $20 million of availability under a new
$60 million borrowing base facility, compared to its former
$35 million facility with minimal availability.

"We could lower the ratings if Scotia Pacific LLC, Pacific
Lumber's wholly owned subsidiary and primary log supplier, fails
to meet its financial obligations, or files for bankruptcy
protection and we expect that the courts will force Pacific Lumber
into the filing," Ms. Wright said.  "We could raise the ratings if
Scotia Pacific is able to significantly increase its harvest or
otherwise refinance its debt to allow it to meet its interest and
principal payments."


PARMALAT: Creditors Convert Warrants to Buy 91,308 Parmalat Shares
------------------------------------------------------------------
Following the allocation of shares to creditors of the Parmalat
Group in September 2006, the subscribed and fully paid up share
capital has been increased by EUR91,308 to EUR1,640,849,194 from
EUR1,640,757,886.  The share capital increase is totally due to
the conversion of warrants for 91,308 shares.

The latest status of the share allotment is:

   Approximately 54,523,365 shares representing 3.3% of the share
   capital are still in a deposit account c/o Parmalat S.p.A.,
   of which:

      * 17,009,992 or 1.0% of the share capital, registered in the
        name of individually identified commercial creditors, are
        still deposited by the intermediary account of Parmalat
        S.p.A. centrally managed by Monte Titoli (compared with
        17,023,647 shares as at as at Aug. 31, 2006 );

      * 37,513,373 or 2,3% of the share capital registered in the
        name of the Foundation, called Fondazione Creditori
        Parmalat, of which:

        -- 120,000 shares representing the initial share capital
           of Parmalat S.p.A. (unchanged);

        -- 37,393,373 or 2.3% of share capital that pertain to
           currently undisclosed creditors (compared with
           42,043,868 shares as at Aug. 31, 2006).

                          About Parmalat

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 79; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


PETROBRAS INT'L: Fitch Rates $500 Million Senior Notes at BB+
-------------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to Petrobras' $500 Million
6.125% Senior Notes due 2016 issued through its wholly owned
subsidiary, Petrobras International Finance Company.  PIFCo is
unconditionally guaranteed by Petrobras.  Proceeds are to be used
for debt refinancing and other general corporate purposes.

The ratings of Petroleo Brasileiro S.A. are supported by
substantial proved hydrocarbon reserves and increasing upstream
output, recognized leadership in offshore exploration and
production, a favorable international product price environment,
successful corporate and industry restructuring during the past
decade, a transition to more transparent financial standards, and
dominant domestic market shares.  The company further benefits
from material international operations and its shift to a net
export position in 2005, which supports the generation of foreign
currency cash flow.  These factors are tempered by vulnerability
to fluctuations in international commodity prices, exposure to
local political interference, currency risk, domestic market
revenue concentration, and significant medium-term capital-
investment requirements linked to the company's ambitious
strategic plan.  The announced nationalization of Petrobras'
Bolivian energy investments, while negative, is not expected to
affect materially the company's credit quality or ratings.  The
combination of ultimate government control, which underscores the
ability to influence corporate strategy and long-term policy
decisions, and a significant domestic market focus continues to
affect the company's rating.

Earlier this year, Petrobras announced its 2007-2011 business
plan, which primarily reflects new projects to increase production
and refining both in Brazil and internationally, the increase in
costs of related services and equipment in the productive chain,
and a stronger local currency, all of which increases capital
spending when expressed in U.S. dollars.  Under the new business
plan, Petrobras estimates it will invest $87.1 billion through
2011, an increase of $34.7 billion (66%) for the comparable period
under the previous plan.  Approximately $49 billion (56% of
total), up from $31 billion (59%), has been allocated to
exploration and production activities, representing a slight shift
in allocation percentage toward downstream activities.

Fitch views the planned increase in E&P investment, including
additional investment in natural gas E&P, to be positive for the
long-term credit quality of the company.  Management projects no
significant changes on the main corporate strategic targets or
pressures on the financial profile, as approximately 87% of
Petrobras' funding needs (investments and debt amortizations)
should continue to be met via internal cash flows, with the rest
to be financed with conventional financing mechanisms, project
structures, and special-purpose vehicles.

Fitch recognizes the positive credit effect of the market-oriented
measures implemented in the past five years as well as
improvements in corporate governance.  The opening to private
participation and deregulation, strong management commitment to
increased financial transparency, corporate reorganization and
modernization, and aggressive upstream production development,
coupled with value-chain strategies, should strengthen credit
fundamentals.  While there has been close coordination of business
plans with federal authorities, it does not appear to have
affected market-oriented efforts to improve operational
efficiencies, increase upstream production volumes, or adhere to
capital discipline guidelines.

Petrobras is a mixed-capital company, with the government owning
approximately 40% of Petrobras' total capital and 55.7% of its
voting capital.  The remainder of the shares are publicly traded,
and an estimated 40% is held by foreign investors.  Despite
Fitch's concerns generated by the significant imbalance between
local currency revenues and hard currency expenses and
liabilities, it is important to note that Petrobras' operations
are of vital economic importance to the nation, suggesting the
government has a prime incentive to ensure Petrobras' access to
hard currency for servicing foreign obligations.

Petrobras' financial profile remains strong, with solid credit-
protection measures continuing to benefit from increased
production and the global rise in hydrocarbon and product prices.
The company reported total debt/LTM EBITDA of 0.4 times and
EBITDA/interest expense of 26.5x under U.S. GAAP through June
2006.  Petrobras maintains strong liquidity in relation to short-
term debt obligations.  The company ended the second quarter of
2006 with a total consolidated debt of $19.682 billion, of which
approximately 25% was classified as short term. The company's
sizeable $10.4 billion in cash and equivalents resulted in total
net debt of $9.3 billion.  Petrobras' management has indicated its
preference to maintain a substantial cash balance going forward,
partially debt funded, to minimize its exposure to international
capital market volatility.

The company's EBITDA continues to be favored by the increase in
the domestic production of oil and natural gas liquid, even though
it was offset by scheduled maintenance stoppages in several
production systems during the semester.  On July 25, 2006, the
company closed its tender for certain outstanding bonds of its
subsidiary PIFCo for liability management purposes, which totaled
$866 million.

Petrobras is an integrated international oil and gas company
engaged in the exploration, development and production of
hydrocarbons and in the refining, marketing, transportation and
distribution of oil and a wide range of petroleum products,
petroleum derivatives, petrochemicals and liquid petroleum gas.  
By law, the federal government must hold at least a majority of
Petrobras' voting stock.


PHILLIPS-VAN HEUSEN: Inks Pact to Acquire Superba for $110 Million
------------------------------------------------------------------
Phillips-Van Heusen Corporation has entered into a definitive
agreement to acquire substantially all of the assets of privately
held Superba, Inc., for $110 million.

The acquisition price is subject to adjustment, plus an earn-out
over a three-year period based on the earnings of the acquired
business for each of the first three years after the closing, with
a maximum value of $70 million.  The all-cash transaction is
subject to customary conditions and governmental approvals and is
expected to close Jan. 1, 2007.

"The acquisition of the Superba business is a good example of the
type of acquisition opportunities we have said we will pursue,"
Emanuel Chirico, chief executive officer, stated.  "It provides us
with a means to grow our business by layering in a new product
category that complements our core competencies -- in this case,
our historical strength in dress shirts -- and fits well in our
existing multiple brand, multiple channel, and multiple price
point strategy.

"Superba's management, which will remain intact after the
acquisition, is strong, and we believe their manufacturing
operation in Los Angeles provides the business with an advantage,
both because of the quality of the ties produced there, as well as
the reduction in time needed to get their product on customers'
floors.  We look forward to building upon their success."

Mr. Chirico concluded that, "In addition to adding an opportunity
for PVH's future growth, we expect this transaction to be modestly
accretive to our earnings beginning in 2007 after giving effect to
anticipated integration costs."

"This combination is all about growing our business over the long
term," Mervyn Mandelbaum, Superba chief executive officer and
controlling shareholder, said.  "PVH is a leader in implementing
the multiple brand, multiple channel, and multiple price point
strategy we have been using in the neckwear category and we
believe they can bring us to the next level of performance through
the strength of their brand management, marketing expertise and
leveraged infrastructure.  The Superba team looks forward to
working with the people at PVH, who we believe are capable and
committed to helping us successfully realize the full potential of
our business."

                         About Superba

Superba, Inc.'s marketing, sales and design organizations are
based in New York City and its manufacturing and back office
operations are based in Los Angeles.  The company is the licensee
for neckwear under many well-known designer and brand names,
including Arrow, DKNY, Tommy Hilfiger, Nautica, Perry Ellis, Ted
Baker, Ike Behar, Michael Kors, JOE Joseph Abboud, Original
Penguin, Jones New York and Hart Schaffner Marx, as well as
private label offerings.  The company is known for both its hand-
tailored neckwear offered through its Insignia Division, and its
machine made neckwear offered through its Superba Division.

                   About Phillips-Van Heusen

Phillips-Van Heusen Corporation -- http://www.pvh.com/-- owns and  
markets the Calvin Klein brand worldwide.  It is a shirt company
that markets a variety of goods under its own brands: Van Heusen,
Calvin Klein, IZOD, Arrow, Bass and G.H. Bass & Co., Geoffrey
Beene, Kenneth Cole New York, Reaction Kenneth Cole, BCBG Max
Azria, BCBG Attitude, Sean John, MICHAEL by Michael Kors, Chaps
and Donald J. Trump Signature.

                           *     *     *

As reported in the Troubled Company Reporter on Oct 10, 2006
Moody's Investors Service's in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Canadian Retail sector, confirmed its Ba3
Corporate Family Rating for Phillips Van Heusen Corporation.


PILGRIM'S PRIDE: 73.2% of Outstanding Noteholders Give Consent
--------------------------------------------------------------
As of 9:00 a.m., New York City time, on Oct. 12, 2006, Mellon
Investor Services LLC, the Depository for the Offer, has informed
Pilgrim's Pride Corporation that $95.2 million, or approximately
73.2%, of the outstanding Notes have been validly tendered and
consents given and not withdrawn.

Pilgrim's Pride also reported the consideration to be paid in its
cash tender offer for, and consent solicitations with respect to,
any and all of Gold Kist Inc.'s outstanding 10-1/4% Senior Notes
due March 15, 2014 (CUSIP No. 380616AB8, ISIN US380616AB82).  
Based on an assumed payment date of Oct. 30, 2006, holders who
have validly tendered with consents and not withdrawn their Notes
at or prior to 5:00 p.m., New York City time, on Oct. 13, 2006 are
eligible to receive $1,154.77 for each $1,000 principal amount of
the Notes.  The Total Consideration includes a consent payment
equal to $30 in cash per $1,000 principal amount of the Notes.  

The consent payment is payable only to holders of Notes validly
tendered with consents and not validly withdrawn on or prior to
the Consent Date.  Based on the same assumed payment date, holders
who tender their Notes after 5:00 p.m., New York City time, on the
Consent Date will not be eligible to receive the Consent Payment.  
Holders who have validly tendered with consents their Notes after
5:00 p.m., New York City time, on the Consent Date but at or prior
to midnight, New York City time, on Oct. 27, 2006 (unless the
tender offer is earlier terminated or extended) are eligible to
receive $1,124.77 for each $1,000 principal amount of the Notes.

In addition to the Total Consideration or the Tender Offer
Consideration payable in respect of Notes purchased in the tender
offer, Pilgrim's Pride will pay accrued and unpaid interest from
the last interest payment date to, but not including, the Payment
Date.

The Total Consideration and the Tender Offer Consideration were
determined as of 10:00 a.m., New York City time, Oct. 12, 2006,
based on the Reference Yield of 4.779% for the Notes, and a Fixed
Spread of 50 basis points for the Notes, using an assumed Oct. 30,
2006, Payment Date for calculation purposes.  If the Expiration
Date is extended for more than 10 business days following the
scheduled Expiration Date, a new price determination date will be
established (to be 10:00 a.m. New York City time on the 11th
business day immediately preceding the new Expiration Date) and
the Total Consideration for each Note tendered pursuant to the
Offer at or prior to the new Expiration Date will be redetermined
as of the new price determination date.  Information regarding the
pricing, tender and delivery procedures and conditions to the
tender offer and consent solicitation relating to the Notes are
contained in the Offer to Purchase.

Pilgrim's Pride will accept validly tendered Notes for purchase
promptly after the Expiration Date, provided that the conditions
to the tender offer have been satisfied or waived, including the
conditions with respect to Pilgrim's Pride 's tender offer for all
of the outstanding common shares of Gold Kist.  The "Payment Date"
is expected to be promptly after the Expiration Date and
immediately prior to the closing of the transactions contemplated
by the tender offer for Gold Kist's common shares.

Pilgrim's Pride has engaged Lehman Brothers Inc. to serve as the
Dealer Manager for the tender offer and the Solicitation Agent for
the consent solicitation.  Mellon Investor Services LLC has been
retained to serve as the Depository and Innisfree M&A Incorporated
has been retained to serve as the Information Agent for the tender
offer and consent solicitation.  Requests for documents may be
directed to:

     Innisfree M&A Incorporated
     501 Madison Avenue, 20th Floor
     New York, NY 10022
     Telephone (212) 750-5833 (collect)
     Toll Free (877) 687-1874 (U.S. and Canada)

Questions regarding the tender offer and consent solicitation may
be directed to Lehman Brothers Inc. by telephone at (800) 438-3242
(toll free in the U.S.) or (212) 528-7581 (call collect).

                         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 Pittsburgh, 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.


PILGRIM'S PRIDE: Disappointed on Gold Kist's Tender Offer Rebuff
----------------------------------------------------------------
Pilgrim's Pride Corporation issued a statement in response to the
Gold Kist Inc. board's recommendation regarding the Pilgrim's
Pride offer to purchase all of the outstanding shares of Gold Kist
common stock for $20 per share in cash:

"We once again are disappointed in the Gold Kist board's
recommendation which has failed to recognize both the value our
offer affords Gold Kist's stockholders and the opportunity
presented to employees and contract growers.  For Gold Kist
stockholders in particular, the transaction's benefits are
reflected in the price we have offered, which represents a premium
of 55% over Gold Kist's closing stock price on Aug. 18, 2006, the
last day of trading before Pilgrim's Pride notified Gold Kist's
board of directors in a public letter that it was offering $20 per
share in cash for the company.  Furthermore, we intend to
vigorously defend the lawsuit filed in Federal Court in the
Northern District of Georgia."

Pilgrim's Pride has obtained financing for the tender offer
through a combination of an amendment to its existing credit
facility and a commitment letter for an additional credit facility
from Lehman Brothers Inc.

Pilgrim's Pride's tender offer is scheduled to expire at midnight,
New York City Time, on Oct. 27, 2006, unless extended.

Baker & McKenzie LLP and Morris, Nichols, Arsht & Tunnell, LLP are
acting as legal counsel and Credit Suisse, Legacy Partners Group
LLC and Lehman Brothers Inc. are acting as financial advisors to
Pilgrim's Pride.  Innisfree M&A Incorporated is acting as
information agent for Pilgrim's Pride's offer.

                         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 Pittsburgh, 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.


PILGRIM'S PRIDE: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products sector this week, the
rating agency held its Ba2 Corporate Family Rating for Pilgrim's
Pride Corp.  In addition, Moody's revised or held its probability-
of-default ratings and assigned loss-given-default ratings on
these notes:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $200 million 9.625%
   Gtd. Sr. Notes
   Due Sept. 15, 2011     Ba2      Ba3     LGD5       82%

   $100 million 9.625%
   Gtd. Sr. Notes
   Due Sept. 15, 2011     Ba2      Ba3     LGD5       82%

   $100 million 9.250%
   Sr. Sub. Global Notes
   Due Nov. 15, 2013      Ba3      B1      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 Pittsburgh, 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.


PLAN C: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Plan C, L.L.C.
        dba The Athlete's Foot
        15 Warren Street, Suite 25
        Hackensack, NJ 07601

Bankruptcy Case No.: 06-19910

Chapter 11 Petition Date: October 12, 2006

Court: District of New Jersey (Newark)

Debtor's Counsel: Kenneth Rosen, Esq.
                  Sharon L. Levine, Esq.
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2500
                  Fax: (973) 597-2400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
NIKE USA, Inc.                Trade                     $469,784
7932 Collection Center Drive
Chicago, IL 60693

New Balance Athletic Shoe     Trade                     $138,403
P.O. Box 31978
Hartford, CT 06150

Asics American Corporation    Trade                      $71,716
P.O. Box 827483
Philadelphia, PA 19182

Thor Gallery at Military      Rent                       $62,185
Circle
P.O. Box 51040
Newark, NJ 07101

Converse                      Trade                      $58,112
One High Street No 14
North Andover, MA 01845

Arundel Mills Ltd.            Rent                       $56,705
P.O. Box 406130
Atlanta, GA 30384

Franconia II LP               Rent                       $49,608
Sprinfield Mall
P.O. Box 33548
Hartford, CT 06150

North Hill Center, LLC        Rent                       $47,693
P.O. Box 330
Anderson, SC 29622

Timberland                    Trade                      $43,840
P.O. Box 92550
Chicago, IL 60675

New Era Cap Company           Trade                      $39,853
P.O. Box 054
Buffalo, NY 14240

Radio Shack Corp.             Rent                       $36,333
300 RadioShack Circle
P.O. Box 961090
Fort Worth, TX 76161

Mondawmin Mall                Rent                       $35,581
2301 Liberty Heights Ave
Suite 1200
Baltimore, MD 21215

White Marsh Mall              Rent                       $35,406
c/o General Growth
Properties
10275 Little Patuxent Pkwy.
Columbia, MD 21044

Puma                          Trade                      $32,206
5 Lyberty Way
Westford, MA 01886

DJM Asset Management          Financial                  $31,975
Attn: Ed Zimmer
445 Broad Hollow Road
Suite 417
Melville, NY 11747

Diadora America, Inc.         Trade                      $31,545
P.O. Box 94688
Seattle, WA 98124

Saucony                       Trade                      $30,300
P.O. Box 644035
Pittsburgh, PA 15264

Patrick Henry                 Rent                       $29,850
P.O. Box 951750
Cleveland, OH 44193

Shaw Road Land Associates     Rent                       $29,777
127 E. Georgia Street
Woodruff, SC 29388

First Data Merchant Services                             $29,552
Corp.
P.O. Box 407092
Fort Lauderdale, FL 33340


PLIANT CORP: Moody's Junks Rating on $250 Million Sr. Sec. Notes
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Pliant
Corporation subsequent to its emergence from Chapter 11 of the
U.S. Bankruptcy Code on July 18, 2006.

Moody's assigned these ratings:

   * $288 million senior secured 1st lien 11.85% PIK notes due       
     June 15, 2009, B2

   * $7.5 million senior secured 1st lien 11.35% notes due
     June 15, 2009, B2

   * $250 million senior secured 2nd lien 11.125% notes due   
     Sept. 1, 2009, Caa1

   * Corporate Family Rating, B3

   * Probability of Default Rating, B3

   * Stable ratings outlook

   * Speculative Grade Liquidity Rating, SGL-3

The ratings reflect substantial leverage and minimal free cash
flow subsequent to the recent financial restructuring.  Pro forma
for the reorganization and after application of Moody's standard
adjustments, debt to EBITDA at June 30, 2006 was over 7x and free
cash flow was negative.  Moody's projects modest improvement by
year end with adjusted debt to EBITDA at approximately 7x and free
cash flow at breakeven.  Adjusted EBIT to cash interest is
projected to approach 1.3x.  Moody's expects Pliant to maintain
its adjusted EBIT margin in the mid single digits and EBIT to
average gross fixed assets at approximately 10%.  Strengths in
Pliant's competitive profile include annual revenues of $1.1
billion, product diversity reflected in sales of both commodity
and value added films and packaging, and formal customer
agreements that account for over half of revenues.

The stable ratings outlook anticipates that Pliant will
meaningfully reduce financial leverage and improve free cash flow
and interest coverage in the intermediate term.

The outlook or ratings could be lowered if Pliant loses a
significant customer or otherwise encounters operational
difficulties that result in adjusted debt to EBITDA remaining
above 7x, continued deficit free cash flow, or EBIT to cash
interest falling below 1x. The outlook or ratings could be
raised if Pliant exhibits a track record of sustained operating
performance that results in adjusted debt to EBITDA of less than
6.5 times, adjusted free cash flow to debt of greater than 3% and
EBIT interest coverage above 1.3 times.

The first time assignment of an SGL-3 Speculative Grade Liquidity
rating reflects Moody's expectations of adequate liquidity through
the next twelve months as cash from operations should be
sufficient to fund working capital requirements and capital
expenditures.  However, Moody's expects substantial reliance on
the $200 million revolver, with average effective availability of
less than $50 million.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  Revenue for the twelve months ended June 30, 2006
was approximately $1.1 billion.


PUTNAM LOVELL: Fitch Junks Rating on $32.4 Million Notes
--------------------------------------------------------
Fitch downgrades three classes of notes issued by Putnam Lovell
Finance Trust 1999-2, (PLFT 99-2).  These rating actions are
effective immediately:

     -- $16,438,563 class A-2 notes downgraded to 'CC' from 'B-'
        and assigned a Distressed Recovery rating of 'DR5';

     -- $10,400,000 class B notes downgraded to 'C' from 'CC' and
        assigned a 'DR6';

     -- $5,600,000 class C notes downgraded to 'C' from 'CC' and
        assigned a 'DR6'.

PLFT 99-2 is collateralized by the right to receive certain fees
charged to the class B shareholders of a select pool of mutual
funds.  Namely, PLFT 99-2 receives, from a predetermined set of
shareholders in the mutual funds, the asset-based sales charges
(12b-1 fees), contingent deferred sales charges (CDSC fees), and
shareholder servicing fees, which are charged to these
shareholders.

The primary factors in determining cash flows in this transaction
are the net asset values of the underyling funds and share
redemption rates.  The 12b-1 and SSF fees are charged as a
percentage of NAV, meaning that the transaction's performance is
highly correlated with the performance of the underlying funds.
Share redemptions may result in a one-time CDSC charge to the
shareholder, but will also reduce the future inflow of cash via
12b-1 and SSF fees.

The underlying funds in PLFT 99-2, on the whole, experienced
deteriorating NAVs in the early years of this transaction.  This
led to lower-than-anticipated cash flows received and resulted in
virtually unachievable break-even returns for the underlying
funds.

The A-2 notes should continue to receive minimal principal
payments until the final maturity in July 2007, and all notes have
remained current on their interest payments to date.  The
downgrades reflect the insufficiency of realized and anticipated
principal payments on the notes, and the DR assignments reflect
the ranges of total future proceeds expected to be received by
each class of notes.

The ratings of the class A-2, B, and C notes address the
likelihood that investors will receive timely payments of interest
and principal in accordance with the terms of the legal documents.


QWEST COMMS: Inks $3.8 Million VOIP Deal with Willamette Dental
---------------------------------------------------------------
Qwest Communications International Inc. signed a three-year data
networking and voice over Internet Protocol agreement worth
$3.8 million with Willamette Dental, a managed dental care
provider in the Northwest.  Willamette Dental provides full-
service dentistry at office locations in Idaho, Oregon and
Washington state.

Using its iQ Networking, Qwest's wide-area network solution, Qwest
will connect 69 Willamette Dental locations and be the company's
exclusive network provider for voice and data services.  Qwest iQ
Networking service will enable Willamette to better manage call
volumes and transfer large amounts of complex data over a secure
and reliable network, offering the practice's clients a higher
level of customer service.  Additionally, Qwest services will
enhance Willamette's VoIP applications, managed by Qwest.  
Willamette uses VoIP to transfer calls to its call center, from
which the dental provider can manage customer requests.

"The deployment of Qwest's next-generation technology brings a
great deal of flexibility and efficiency to our business,
resulting in improvements in the way our patients are served,"
said Don Mason, director of information technology for Willamette
Dental.  "Qwest was easy to work with throughout the deployment
process, and we see the return on investment from upgrading our
telecommunications infrastructure."

"Willamette Dental is a longtime Qwest customer, and transitioning
to a WAN solution will allow the company to better serve customers
and improve operations," said Tom Richards, executive vice
president, Qwest business markets group.  "Migrating from a frame
relay network to Qwest iQ Networking service will allow Willamette
to enhance many of its business needs, and Qwest is pleased to
provide all of the benefits of a centralized voice and data
infrastructure."

Qwest launched iQ Networking in early 2004 as the company's
convergence platform supporting any number of applications, such
as VoIP, messaging and other IP communications.  Qwest iQ
Networking focuses on solving business problems, reducing total
cost and delivering an unparalleled customer service experience.

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- provides high-speed  
Internet, data, video and voice services.  With approximately
40,000 employees, Qwest is committed to the "Spirit of Service"
and providing world-class services that exceed customers'
expectations for quality, value and reliability.

                           *     *     *

As reported on the Troubled Company Reporter on Aug. 3, 2006,
Qwest Communications International Inc.'s $1,265 million 3.5%
convertible senior notes due 2025 carry Moody's Investors Service
B3 Rating.


REAL ESTATE: Court Dismisses Chapter 11 Case
--------------------------------------------
The Honorable Mary P. Gorman of the U.S. Bankruptcy Court for the
Central District of Illinois approved the request of Real Estate
Investors of Decatur to dismiss its chapter 11 case.

As reported in the Troubled Company Reporter on Oct. 4, 2006, the
Debtor, its secured creditors, and major unsecured creditors met
and discussed a resolution to matters, which would provide for the
continuing operation of all the Debtor's properties.

These properties, owned and operated by the Debtor located in
Decatur, Illinois, includes:

   -- Decatur Conference Center and Hotel located at 4191 West
      U.S. Highway 36;

   -- Park 101 Industrial Park located at 2303-2499 Federal Drive
      and 3443-3519 Rupp Parkway; and

   -- The Village Mall located at 444 E. Main Street.

After extensive discussions and negotiations, the parties have
agreed to allow the successful operation of these properties to
continue.

The parties have agreed that Decatur Hospitality Services, L.L.C.,
will continue to operate the Decatur Conference Center and Hotel
for a defined period of time.

Park 101 Industrial Park will be transferred to a new owner who
will refinance the existing debt and relieve the Debtor from any
further obligation.

The Village Mall will be transferred to a new owner who will
either obtain new financing or re-negotiate the current financing
with the current secured creditor.

All three businesses will remain open and continue to provide
service to the Decatur, Macon County area.

Since the goals of the Debtor, secured creditors, and unsecured
creditors have been met by this agreement, bankruptcy protection
is no longer necessary for the Debtor, the Debtor's bankruptcy
counsel, John Barr, Esq., said.

Headquartered in Decatur, Illinois, Real Estate Investors of
Decatur, LLC, own four hotels in Illinois.  The Company filed
for chapter 11 protection on Aug. 9, 2006 (Bankr. C.D. Ill.
Case No. 06-71033).  John Barr, Esq., at Barr & Barr represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets and
debts between $10 million and $50 million.


REGINA CATHOLIC: Could Opt for Ch. 11 Protection to Shield Assets
-----------------------------------------------------------------
Regina Catholic High School could seek bankruptcy protection if it
loses in a sexual abuse lawsuit filed against Bishop Lawrence
Soens, a former principal, the Associated Press reports.  

The school has been named as co-defendant in an abuse trial
scheduled to begin on October 23, 2006.  A former high school
student at Regina is accusing Bishop Soens of molesting male
students during his tenure as the school's first principal in the
1960s.  According to AP, Regina is also party to two other
lawsuits involving 14 former students.

ABI World reports that a bankruptcy filing would prevent Regina's
creditors from seizing its assets if a jury finds that it is
partly responsible for Bishop Soens' behavior.  AP says that the
school is preparing for a possible bankruptcy filing by retaining
counsel and inventorying its assets.  

Regina maintains that it should not be party to the lawsuit
because the Roman Catholic Diocese of Davenport supervised the
school and no faculty member had knowledge of any misconduct by
Bishop Soens.

As reported in the Troubled Company Reporter on Oct. 11, 2006, the
Diocese  of Davenport file a voluntary chapter 11 petition on
Oct. 10, 2006, to settle 25 outstanding claims against four
priests accused of sexual child abuse, all of which occurred
thirty or forty years ago.  

The Diocese said its chapter 11 filing is the result of settlement
demands, which are greater than its available assets.  Todd
Dvorak, an Associated Press writer stated that since 2004, the
Diocese has paid more than $10.5 million to resolve dozens of
claims filed against priests, including a $9 million deal reached
with 37 victims in fall 2004.

The Regina Inter-Parish Catholic Education Center in Iowa City,
Iowa -- http://http://www.regina.pvt.k12.ia.us/-- provides a  
Catholic education for students from preschool through high
school.


RIO VALLEY: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rio Valley Motors Company LLC
        505 South Paseo de Onate
        Espanola, NM 87532
        Tel: (505) 753-2121
        Fax: (505) 747-9981

Bankruptcy Case No.: 06-11866

Type of Business: The Debtor is a dealer and distributor of Ford
                  and Mercury branded vehicles.
                  See http://www.riovalleyfordmercury.com/

Chapter 11 Petition Date: October 13, 2006

Court: District of New Mexico (Albuquerque)

Judge: Mark McFeeley

Debtor's Counsel: William L. Needler, Esq.
                  William L. Needler and Associates
                  555 Skokie Boulevard, Suite 500
                  Northbrook, IL 60062
                  Tel: (847) 559-8330
                  Fax: (847) 559-8331

                        -- and --

                  Walter L. Reardon, Esq.
                  Walter L. Reardon, P.A.
                  3733 Eubank Northeast
                  Albuquerque, NM 87111
                  Tel: (505) 293-7000
                  Fax: (505) 293-0831

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Valley National Bank                      $523,400
322 Riverside Drive
Espanola, NM 87532

AER, Inc.                                  $49,134
P.O. Box 974180
Dallas, TX 75397

Enterprise Rent-A-Car                       $1,577
4740 Pan American Northeast
Albuquerque, NM 87109

Vic's Enterprise, Inc.                      $1,012
P.O. Box 26116
Albuquerque, NM 87125-6116

Dex Media East                                $895
P.O. Box 78041
Phoenix, AZ 85062

Yellow Book-Pacific                           $630

Thermos Fluids Inc.                           $589

Barnes Distribution                           $303

Round The Round House                         $253

RL Polk & Co.                                 $218

IM Agistics                                   $183

Auto Brite Distribution                       $170

SPS Finest Touch                              $145

Chemsearch                                    $132

Cee-Jay Research & Sales LLC                   $84

Zep/Acuity Brands                              $76

Utley Brothers, Inc.                           $72


ROOMSTORE INC: Preparing to Issue Stock to Creditors
----------------------------------------------------
The Board of Directors of RoomStore, Inc. met on Oct. 11, 2006 and
decided to take certain actions concerning the Company.

Barring unforeseen circumstances, by Nov. 10, 2006, the Company
intends to issue stock to creditors as provided in its plan of
reorganization, which was confirmed on May 18, 2005 by the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division.

In addition, the Company plans to establish a secure website for
providing certain financial information to shareholders. Over the
next 30 days, the Company will establish a process for verifying
the identity of shareholders to receive stock and for granting
access to this website.

Headquartered in Atlanta, Georgia, Rhodes, Inc., sells brand-name
residential furniture to middle- and upper-middle-income customers
through 63 stores located in 11 southern and Midwestern states).  
The Company and two of its debtor-affiliates filed for chapter 11
protection on Nov. 4, 2004 (Bankr. N.D. Ga. Case No. 04-78434).  
Paul K. Ferdinands, Esq., and Sarah Robinson Borders, Esq., at
King & Spalding represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated more than $50 million in total debts.

RoomStore offers a wide selection of professionally coordinated
home furnishings in complete room packages at value-oriented
prices.  RoomStore operates 65 stores located in Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina and Texas.  The
Company emerged from bankruptcy in June 2005, independent from its
parent, Heilig-Meyers Company.


RURAL/METRO: June 30 Stockholders' Deficit Declines to $93.4 Mil.
-----------------------------------------------------------------
Rural/Metro Corporation filed its annual report for the year ended
June 30, 2006, with the Securities and Exchange Commission on
Sept. 22, 2006.

For the year ended June 30, 2006, the Company earned $3,517,000 on
$548,501,000 of net revenues compared with $88,331,000 of net
income available to common stock on $501,514,000 of net revenues
for the year ended June 30, 2005.

At June 30, 2006, the Company's balance sheet showed $299,192,000
in total assets, $390,599,000 in total liabilities, and $2,065,000
in minority interest, resulting in a $93,472,000 stockholders'
deficit.  The Company had a $98,643,000 deficit at June 30, 2005.

                         Subsequent Events

On July 25, 2006, the Company was notified by the Town of Paradise
Valley that it desired to terminate its contract for fire
protection services effective June 30, 2007.

The Town cited its location in the center of a growing urban area
and its desire to transition services to the City of Phoenix Fire
Department as primary reasons for its decision.

The Company currently provides fire protection services on a
subscription-fee basis to individual property owners in Paradise
Valley.

This business generated net revenue of $2.3 million, $1.9 million,
and $2.0 million in the fiscal years ended June 30, 2006, 2005,
and 2004, respectively.

A full-text copy of the Company's Annual Report is available for
free at http://ResearchArchives.com/t/s?1367

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com/-- provides emergency and non-emergency   
medical transportation, fire protection, and other safety services
in 23 states and approximately 400 communities throughout the
United States.


RURAL/METRO: Names Kristine Ponczak as SVP, CFO & Corp. Secretary
-----------------------------------------------------------------
Rural/Metro Corporation disclosed the appointment of Kristine
Beian Ponczak as Senior Vice President, Chief Financial Officer,
and Corporate Secretary.

Mrs. Ponczak, 42, brings more than 17 years of experience in all
phases of financial management, including treasury, accounting,
strategic planning and financial analysis.

"Kristi is a nine-year member of our executive management team
whose strong leadership has been instrumental to the growth and
success of our company," Jack Brucker, president and chief
executive officer, said.

"Her longstanding commitment to operational, strategic, and
financial excellence coupled with her industry knowledge and
experience provide significant value to our stakeholders.  We are
very pleased to make this appointment and look forward to the
continuing contribution of her financial leadership."

Prior to her promotion, Mrs. Ponczak, served as Vice President and
Treasurer of Rural/Metro Corporation, managing the Company's
working capital strategies, financial planning and budgeting,
operational performance measurement, financial risk management,
corporate banking, investments, and taxation strategies.

In her new role, Mrs. Ponczak's oversight will be expanded to
include overall responsibility for driving financial direction,
optimizing the organization's capital structure, investor
relations, implementation of information technology solutions, and
coordination of financial strategies to deliver results.  She will
report directly to the President and Chief Executive Officer.

Mrs. Ponczak succeeds Michael S. Zarriello, who is no longer with
the company.

Prior to joining Rural/Metro in 1998, Mrs. Ponczak served as
Corporate Controller for Sun Street Foods from 1995 to 1998 where
she was responsible for managing the financial reporting and
banking relationships of that privately held company, which
represented a management buyout of certain subsidiaries of Main
Street & Main Inc.  

From 1993 to 1995, she worked at Main Street & Main Inc. as
Controller over two subsidiaries.  Prior to that, Mrs. Ponczak was
a member of the managing consulting/business valuation group at
the public accounting firm Coopers & Lybrand, where she focused on
corporate valuations, litigation support, and acquisition
structures.

Mrs. Ponczak is a graduate of Arizona State University with a
Bachelor of Science degree in accountancy and is a Certified
Public Accountant.

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation
(Nasdaq: RURL) -- http://www.ruralmetro.com/-- provides emergency  
and non-emergency medical transportation, fire protection, and
other safety services in 23 states and approximately 400
communities throughout the United States.


SAINT VINCENTS: Taps Pride Capital as Liquidator
------------------------------------------------
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 permission to employ Pride Capital Group,
LLC, doing business as Great American Group, LLC, as their
liquidator, nunc pro tunc to Sept. 15, 2006.

The Debtors seek to privately sell certain tangible personal
property, free and clear of all liens, claims, encumbrances and
other interests.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the Debtors have no experience in liquidating large
quantities of assets, and attempting to do so without the
assistance of an experienced liquidator would require their
management to dedicate a large amount of time and effort to the
sale of the Surplus Assets.

As the Debtors' sole and exclusive liquidator, Great American will
develop and implement a strategy for the divestiture of the
Surplus Assets for the highest and best price.

In addition, Great American will:

    (a) provide a full time supervisor or supervisors to supervise
        and conduct the sale;

    (b) oversee the liquidation and disposal of the Surplus
        Assets;

    (c) determine and implement appropriate point-of-purchase,
        point-of-sale, and external advertising to effectively
        sell the Surplus Assets for the highest available price;

    (d) determine pricing and discounting of the Surplus Assets;

    (e) provide other related services deemed necessary by the
        parties under the circumstances leading to the sale; and

    (f) provide the Debtors with reporting and reconciliation of
        all accounting information in a form reasonably acceptable
        to the Debtors.

Mr. Troop discloses that Great American has provided, and is
continuing to provide, services related to transporting the
Surplus Assets to Bayley Seton beginning Sept. 15, 2006.

All services provided by Great American will be, and have been,
performed at the Debtors' behest and in consultation and
coordination with their other professionals to ensure no
duplication of effort.

Pursuant to the terms of a liquidator services agreement between
the parties, the Debtors will:

    -- pay Great American a commission equal to 5% of the proceeds
       realized from the sale of any of the Surplus Assets;

    -- allow Great American to charge purchasers of the Surplus
       Assets a fee of up to 10% for on-site bidders and up to 13%
       for internet bidders; and

    -- entitle Great American, with respect to any sale of Surplus
       Assets, to reimbursement of the actual, direct and
       commercially reasonable operating expenses incurred in
       connection with that sale, subject to a $34,000 cap.

The Debtors also propose that in lieu of Great American's filing
of applications for compensation, the Debtors will file a summary
of proceeds and buyer's premiums realized from the Sale, in full
satisfaction of all application requirements.

The Debtors have also agreed to indemnify Great American against
certain losses arising out of their engagement.

Mark P. Naughton, vice-president and general counsel of Great
American, assures the Court that his firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).  Great American and all of its
employees do not have any connection with, or hold any interest
adverse to, the Debtors, their creditors or any other party-in-
interest.

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)


SEA CONTAINERS: Files for Bankruptcy Protection in Delaware
-----------------------------------------------------------
Sea Containers Ltd., Sea Containers Caribbean Inc., and Sea
Containers Services Ltd. filed for chapter 11 protection on
Oct. 15, 2006, with the U.S. Bankruptcy Court for the District of
Delaware.

At June 30, 2006, the Company had approximately $1.673 billion in
total assets and $1.582 billion in total liabilities on a
consolidated basis, Robert D. MacKenzie president and chief
executive officer of Sea Containers Ltd disclosed.

Mr. MacKenzie added that the Debtors' principal liabilities
consist of:

   a. indebtedness from public notes issued by Sea Containers
      Ltd.,

   b. guarantee and related obligations of Sea Containers Ltd. and
      other prepetition financial obligations, and

   c. potential pension obligations.

When the Debtors filed for bankruptcy, the Debtors have
approximately $49 million in cash available to fund their
operations during their stay in chapter 11, Mr. MacKenzie said.

The four public notes are:

   a. $115 million 10-3/4% Notes due Oct. 15, 2006;
   b. $149.8 million 7-7/8% Notes due Feb. 15, 2008;
   c. $19.2 million 12-1/2% Notes due Dec. 1, 2009; and
   d. $103 million 10-1/2% Notes due May 15, 2012.

The public notes are unsecured obligations of Sea Containers Ltd.
and are not guaranteed by any of the other Debtors or any non-
debtor subsidiary.  The public notes rank equally in right of
payment with respect to each other.

Mr. MacKenzie said that the Debtors were forced to commence their
bankruptcy filing because:

   a. they will not have sufficient cash available to meet their
      upcoming debt obligation, specifically the Oct. 15 Public
      Note payment; and

   b. they desire to minimize the risk of certain creditors taking
      precipitous enforcement actions against the Debtors and
      their assets which could jeopardize the value of the Company
      as a whole, and the Debtors' ability to successfully
      reorganize their operations and restructure their balance
      sheet.

                     About Sea Containers Ltd.

Sea Containers Ltd. -- http://www.seacontainers.com/-- is a   
Bermuda registered company with regional operating offices in
London, Genoa, New York City, Rio de Janeiro, Sydney, and
Singapore.  The company is owned almost entirely by United
States shareholders and its primary listing is on the New York
Stock Exchange (SCRA and SCRB) since 1974.  The company has three
main business areas: passenger transport, leisure, and marine
container leasing.  In addition to its three principal divisions,
the company has associated investments in property, publishing,
and plantations.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

                           *     *     *

In June 2006, Moody's Investors Service downgraded the senior
unsecured ratings and confirmed the senior secured rating of Sea
Containers -- Senior Unsecured to Caa3, Senior Secured at B3.
Moody's said the outlook is negative.

Standard & Poor's Ratings Services said that its ratings on Sea
Containers Ltd., including the 'CCC-' corporate credit rating,
remain on CreditWatch with negative implications.


SEA CONTAINERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Sea Containers Ltd.
             22 Victoria Street
             P.O. Box HM 1179
             Hamilton, HMEX
             Bermuda

Bankruptcy Case No.: 06-11156

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Sea Containers Caribbean Inc.              06-11155
      Sea Containers Services Ltd.               06-11157

Type of Business: The Debtor provides passenger and freight
                  transport and marine container leasing.  It
                  operates in four segments: Ferry, Rail,
                  Container, and Leisure.  See
                  http://www.seacontainers.com/

Chapter 11 Petition Date: October 15, 2006

Court: District of Delaware

Debtor's Counsel: Robert S. Brady, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Debtors' consolidated financial condition as of June 30, 2006:

Total Assets: $1.673 billion

Total Debts:  $1.582 billion

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
United States Trust Company   Note Debt             $149,800,000
of New York                   7 7/8% Senior Notes
Attn: Corporate Trust and     Due February 2006
Agency Division
114 W. 47th St.
New York, NY 10036

United States Trust Company   Note Debt             $115,000,000
of New York                   10 3/4% Senior Notes
Attn: Corporate Trust and     Due October 2006
Agency Division
114 W. 47th St.
New York, NY 10036

The Bank of New York          Note Debt             $103,000,000
Attn: Corporate Trust         10 1/2% Senior Notes
Administration                Due May 2012
101 Barclay St.
New York, NY 10285

SPCP (Silverpoint)            Contract Debt          $19,500,000
2 Greenwich Plaza
Greenwich, CT 06830

The Bank of New York          Note Debt              $19,200,000
Attn: Corporate Trust         12 1/2% Senior Notes
Administration                Due December 2009
101 Barclay St.
New York, NY 10285

Centrabanca                   Guarantee              $19,166,720
Corso Europa 16               Borrower: Hoverspeed
Milan, Italy                  Italia
                              Collateral: Supersea
                              Cat 4

HSH Nordbank                  Guarantee              $15,800,000
Gerhart-Hauptmann-Piatz50     Borrower: Hoverspeed
Hamburg 20095                 Italia
Germany                       Collateral: SuperSea
                              Cat 3

GE SeaCo SRL                  Trade Debt             $11,941,906
Randall M Cathell
2nd Fl., Chamberlain Place
Broad Street
Bridgetown, Barbados
West Indies

HSH Nordbank                  Bank Loan               $5,100,000
Gerhart-Hauptmann-Piatz50     Co-Borrower: SeaCat 4
Hamburg 20095                 Limited
Germany                       Collateral: SeaCat
                              Scotland

HSH Nordbank                  Bank Loan               $2,700,000
Gerhart-Hauptmann-Piatz50     Co-Borrower: YMCL
Hamburg 20095                 Collateral: Assets of
Germany                       YMCL

Bank of Scotland              Bank Loan               $2,300,000
155 Bishopsgate               Collateral: IT
London, EC2M 3YB              equipment
UK

GE SeaCo America LLC          Trade Debt              $1,751,948
1601 Oceanic Street
Charleston, SC 29405

Bank of Scotland              Bank Loan                 $500,000
155 Bishopsgate               Co-Borrower: SC Rail
London EC2M 3YB               Services
UK                            Collateral: Rail
                              infrastructure

GE Seaco British Isles Ltd.   Trade Debt                 $90,837

Law Office of Tank & Co.      Professional Services      $22,052

GE France                     Trade Debt                 $13,561

Jane Fryer                    Pension Obligations        Unknown
                              (1983 Scheme)

Rosemary Kennell              Pension Obligations        Unknown
                              (1990 Scheme)

Citicapital Commercial Corp.  Guarantee of Time           Unknown
                              Charter Obligations
                              Primary Obligor:
                              SeaStreak America,
                              Inc.

JP MorganChase Bank           Guarantee of Time           Unknown
                              Charter Obligations
                              Primary Obligor:
                              SeaStreak America,
                              Inc.


SIERRA PACIFIC: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency downgraded its Ba2 Corporate
Family Rating for Sierra Pacific Resources to Ba3.  Additionally,
Moody's held its probability-of-default ratings and assigned loss-
given-default ratings on these loans and bond debt obligations:

                           Projected

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

   Issuer Rating           B1       B1

   Senior unsecured        B1       B1      LGD5       81%

   Multiple seniority
   shelf
   (senior unsecured)    (P)B1    (P)B1     LGD5       81%

   Multiple seniority
   shelf (subordinate)   (P)B2    (P)B2     LGD5       88%

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

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

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

Sierra Pacific Resources is a holding company whose principal
subsidiaries, Nevada Power Company and Sierra Pacific Power
Company, are electric and electric and gas utilities,
respectively.  Sierra Pacific Resources also holds relatively
modest non-utility investments through other subsidiaries.
Sierra Pacific Resources' headquarters are in Las Vegas, Nevada.


SMITHFIELD FOODS: Moody's Assigns Loss-Given-Default Ratings
------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products sector, the rating
agency confirmed its Ba1 Corporate Family Rating for Smithfield
Foods, Inc.

Additionally, Moody's held and revised its probability-of-default
ratings and assigned loss-given-default ratings to these notes:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $600 million 7.000%
   Global Senior Notes
   Due Aug. 1, 2011       Ba2      Ba2     LGD5       82%

   $350 million 7.750%
   Global Notes,
   Series B, Due
   May 15, 2013           Ba2      Ba2     LGD5       82%

   $300 million 8.000%
   Global Senior Notes,
   Series B Due
   Oct. 15, 2009          Ba2      Ba2     LGD5       82%

   $200 million 7.625%
   Sr. Sub.Notes Due
   Feb. 15, 2008          Ba3      Ba2     LGD6       96%

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 Smithfield, Virginia, Smithfield Foods, Inc. --
http://www.smithfieldfoods.com/-- produces fresh pork products  
that include unprocessed and trimmed cuts, loins, picnics, and
ribs, as well as processed meat products, such as smoked and
boiled hams, bacon, sausage, hot dogs, deli and luncheon meats,
pepperoni, dry meat products, and ready-to-eat foods.  The
company's beef products comprise boxed beef and ground beef.  
Smithfield Foods also provides various other fresh and processed
meats products.


SPECIALTYCHEM PRODUCTS: Wants Anderson Tackman as Accountant
------------------------------------------------------------
SpecialtyChem Products Corporation and ChemDesign Corporation ask
permission from the U.S. Bankruptcy Court for the District of
Wisconsin to employ Anderson, Tackman & Company, PLC as their
public accountant, nunc pro tunc Aug. 24, 2006.

Anderson Tackman will:

   a) assist in the preparation of and filing of all prepetition
      and postpetition corporate tax returns, including
      preparation of federal, state, local income tax returns with
      supporting schedules.

   b) assist with ChemDesign's annual reporting obligation under
      Employee Retirement Income Security Act of 1974 for the
      ChemDesign 401k Plan, an audit of the statement of net
      assets available for benefits for the fiscal year ended
      Dec. 31, 2005, and related statement of changes of net
      assets available, including preparation of related
      schedules, and review of Form 5500 required by the
      Department of Labor.

   c) perform any bookkeeping necessary for preparation of the
      income tax returns.

The Debtors disclose that the Firm will bill:

     Professional            Designation         Hourly Rate
     ------------            -----------         -----------
     Steve Overly              Partner              $205
     Conrad J. Schumitsch      Partner              $163
     Randal G. Kahler          Associate            $125
     Cindy Randall             Payroll              $75

The Debtors further disclose that a fee between $5,000 and $8,000
will be charged for services based on the actual time spent plus
travel and other out-of-pocket costs such as report production,
typing, postage, etc.

To the best of the Debtors' knowledge, the 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.

                   About ChemDesign Corporation

Headquartered in Fitchburg, Massachusetts, ChemDesign Corporation
-- http://www.chemdesigncorp.com/-- is a custom manufacturer of  
various fine organic chemicals for paper products, electronics,
agricultural products and other materials.  The Debtor filed for
chapter 11 protection on Aug. 27, 2006 (Bankr. E.D. Wis. Case No.
06-24729.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million and
$50 million.

                   About SpecialtyChem Products

Headquartered in Marinette, Wisconsin, SpecialtyChem Products,
Corp., manufactures various organic chemicals for paper products,
electronics, agricultural products and other materials.  The
company filed for chapter 11 protection on June 12, 2006 (Bankr.
E.D. Wis. Case No. 06-23131).  Christopher J. Stroebel, Esq.,
Timothy F. Nixon and Marie L. Nienhuis, Esq., at Godfrey & Kahn,
S.C., represent the Debtor in its restructuring efforts.  Fort
Dearborn Partners, Inc., is the Debtor's turnaround consultant,
and gives financial advice to the Debtor.  Matthew M. Beier, Esq.,
and Eliza M. Reyes, Esq., at Brennan, Steil and Basting, S.C., and
Matthew T. Gensburg, Esq., and Nancy A. Peterman, Esq., at
Greenberg Traurig, L.L.P., represent the Official Committee of
Unsecured Creditors of the Debtor.  In its schedule of assets and
liabilities, the Debtor disclosed $11,394,224 in total assets and
$12,323,425 in total debts.


SWIFT & COMPANY: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products sector, the rating
agency confirmed its B2 Corporate Family Rating for Swift &
Company.

In addition, Moody's affirmed its probability-of-default ratings
and assigned loss-given-default ratings to these notes:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $257.26 million
   10.125% Gtd. Global
   Notes Due
   Oct. 1, 2009           B3       B3      LGD4       61%

   $150 million
   12.500% Sr. Sub.
   Global Notes
   Due Jan. 1, 2010      Caa1     Caa1     LGD5       77%

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%).

Swift & Company -- http://www.swiftbrands.com/-- provides quality  
beef and pork products to consumers nationwide.


SYSTEMS EVOLUTION: Losses Prompt Auditor to Raise Going Concern
---------------------------------------------------------------
Malone & Bailey, PC, in Houston, Tex., raised substantial doubt
about Systems Evolution Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended May 31, 2006.  The auditor pointed
to the Company significant losses for the last three fiscal years.

For the year ended May 31, 2006, Systems Evolution Inc. reported
an $11,943,124 net loss on $4,524,662 of revenues compared with a
$1,718,908 net loss on $3,768,687 of revenues for the same period
in fiscal 2005.

At May 31, 2006, SEVI's balance sheet showed $5,617,229 in total
assets and $12,420,232 in total liabilities, resulting in a
$6,803,003 stockholders' deficit.

The Company's May 31 balance sheet also showed strained liquidity
with $896,587 in total current assets available to pay $12,248,032
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's Annual Report is available for
free at http://ResearchArchives.com/t/s?136a

Systems Evolution Inc. (OTCBB: SEVI) is a professional service
organization that provides computer software development services,
computer network support, and contract staff.  The Company uses
Microsoft, Novell, and IBM Rational tools to build software and
support computer networks and its largest client is the State of
Texas government.


TATER TIME: Gets Court Nod to Hire Gregory Lockwood as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
in Spokane and Yakima allowed Tater Time Potato Company, LLC, and
its debtor-affiliates to employ J. Gregory Lockwood, Esq., and his
firm, The Law Office of J. Gregory Lockwood, PLLC, as their new
bankruptcy counsel.

As reported in the Troubled Company Reporter on Sept 15, 2006, the
Debtors hired Mr. Lockwood because their current bankruptcy
counsel retired from practicing law effective Sept. 1, 2006.

Mr. Lockwood will represent the Debtors in their chapter 11 cases.

Mr. Lockwood disclosed that he will bill $225 per hour.  Other
professionals in his Firm bill:

      Designation                      Hourly Rate
      -----------                      -----------
      Paralegal                            $90
      Legal Secretary                      $50

Mr. Lockwood assured the Court that he and his firm represent no
interest adverse to the Debtors and are disinterested as defined
in Section 101(14) of the Bankruptcy Code.

Headquartered in Warden, Washington, Tater Time Potato Company,
LLC, packs and ships potatoes.  The Company and its debtor-
affiliates filed for chapter 11 protection on January 24, 2005
(Bankr. E.D. Wash. Case No. 05-00509).  Dan O'Rourke, Esq., at
Southwell & O'Rourke, P.S., represented the Debtors.  No Official
Committee of Unsecured Creditors has been appointed in these
cases.  When the Debtors filed for protection from their
creditors, it reported total assets of $11,312,000 and total debts
of $7,639,184.


TECO ENERGY: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency downgraded its Ba1 Corporate
Family Rating for TECO Energy Inc. to Ba2.  Additionally, Moody's
revised and held its probability-of-default ratings and assigned
loss-given-default ratings on these loans and bond debt
obligations:

                           Projected

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

   Senior unsecured
   notes                  Ba2      Ba2      LGD4      56%

   Senior unsecured
   revenue bonds          Ba2      Ba2      LGD4      56%

   Multiple seniority
   shelf
   (senior unsecured)   (P)Ba2   (P)Ba2     LGD4      56%

   Multiple seniority
   shelf (subordinate)  (P)Ba3   (P)Ba3     LGD5      86%

   Multiple seniority
   shelf
   (preferred stock)    (P)B1    (P)Ba3     LGD5      88%

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

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

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

Headquartered in Tampa, Florida, TECO Energy, Inc. (NYSE: TE) --
http://www.tecoenergy.com/-- is an integrated energy-related  
holding company with regulated utility businesses, complemented by
a family of unregulated businesses.  Its principal subsidiary,
Tampa Electric Company, is a regulated utility with both electric
and gas divisions (Tampa Electric and Peoples Gas System).  Other
subsidiaries are engaged in waterborne transportation, coal and
synthetic fuel production and electric generation and distribution
in Guatemala.


TIMKEN CO: Plans to Exit Seamless Steel Tube Manufacturing in UK
----------------------------------------------------------------
The Timken Company disclosed its intention to exit its European
seamless steel tube manufacturing operations located in Desford,
England, as part of its strategy to manage its business portfolio
to improve performance.  Timken will begin consultations with
representatives of the 400 associates located at the Desford
facility to explore alternative solutions to closure.

"The proposed action is part of the company's strategy to focus on
lines of business that produce differentiated products while
driving profitable growth," said Salvatore J. Miraglia, Jr.,
president of Timken's Steel Group.  "Exiting this business would
further advance the focus of the Steel Group on differentiated
products that deliver value to both customers and shareholders."

The Desford facility generated sales of approximately $85 million
to $95 million in recent years but has not been profitable.  It
manufactures seamless steel tube for machining and mechanical
applications, primarily serving the bearing industry in Europe.

In conjunction with the proposed exit of the business, Timken
would intend to sell some portion of the plant's assets and secure
a reliable alternative source of steel tube for its European
bearing operations.

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR) --
http://www.timken.com/-- is a manufacturer of highly engineered    
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial and railroad industries.  The Company has
operations in 27 countries and employs 27,000 employees.

                           *     *     *

The Company's 7.16% Medium-Term Notes, Series A due 2027 carry
Moody's Investors Service's Ba1 rating.


TOWER RECORDS: Great American to Close Mass. Stores This Year
-------------------------------------------------------------
Great American Group will close Tower Records stores in
Burlington, Massachusetts, and Harvard Square in Cambridge this
year, Boston Business Journal reports.

The Court-approved liquidator began the liquidation process and
going-out-of-business sales on Oct. 7, 2006.

According to the Associated Press, the music chain's 3,000
employees have been told that they will be laid off.

Karen Matthews, writing for AP, discloses that Tower Records has
cut prices on CDs, books and other products.  CDs were 10% off
this week, including Beyonce's "B'day" with a discounted price of
$17.09, compared with $9.99 on Amazon.  Great American president
Andy Gumaer said the discount would increase over the six to eight
weeks it takes to shutdown the stores.

Reports show that Music fans and customers alike were "devastated,
frustrated and depressed" that the Tower stores were closing.

                       About Tower Records

Headquartered in West Sacramento, California, MTS, Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music   
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The Company and its affiliates previously filed for
chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case
No. 04-10394).  The Court confirmed the Debtors' plan on March 15,
2004.

The Company and seven of its affiliates filed their second
voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del.
Case Nos. 06-10886 through 06-10893).  Richards, Layton & Finger,
P.A. and O'Melveny & Myers LLP represent the Debtors.  The
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of more than $100
million.  The Debtors' exclusive period to file a chapter 11 plan
expires on Dec. 18, 2006.


TVO ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TVO Acquisition Corporation
        dba John Gillen Company
        2540 S. 50th Avenue
        Cicero, IL 60804

Bankruptcy Case No.: 06-13035

Type of Business: The Debtor manufactures standard and special
                  ferrous and non-ferrous metal parts from round,
                  square and flat coil for industry in the United
                  States and Canada.

Chapter 11 Petition Date: October 12, 2006

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: John E. Gierum, Esq.
                  Gierum & Mantas
                  1030 W. Higgins Rd., Ste. 220
                  Park Ridge, IL 60068
                  Tel: (847) 318-9130
                  Fax: (847) 318-9140

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Pension Benefit Guaranty Corporation        $1,200,000
1200 K Street, NW
Washington, DC 20005

Internal Revenue Service                      $200,000
Mail Stop 5010CHI
230 South Dearborn Street
Chicago, IL 60604

Bekaert Corporation                            $38,445
P.O. Box 101280
Atlanta, GA 30392

Taubensee Steel & Wire Co.                     $24,286
P.O. Box 97616
Chicago, IL 60678-7616

Cincinnati Tool Steel Company                  $18,565
201 Stanley Street
Elk Grove Village, IL 60007

Unicare                                         $9,710
22234 Network Place
Chicago, IL 60673-1222

Earl M. Jorgensen Co.                           $8,755
75 Remittance Drive, Ste. 6477
Chicago, IL 60675

NNT Corporation                                 $7,353
1320 Norwood Avenue
Itasca, IL 60143

Three J's Industries, Inc.                      $6,155
701 Landmeier Road
Elk Grove, IL 60007

Bluestar Energy Services, Inc.                  $6,000
14034 Collections Center Drive
Chicago, IL 60693

Banner Service Corporation                      $2,968
P.O. Box 88485
Chicago, IL 60680

FPM Heat Treating, LLC                          $2,200
1715 Momemtum Place
Chicago, IL 60689

Sterling Die, Inc.                              $2,005
36825 Eagle Way
Chicago, IL 60678

Hi-Temp Incorporated                            $1,913
P.O. Box 712534
Cincinnati, OH 45271

Major Wire Incorporated                         $1,740
7014 West Cullom Avenue
Norridge, IL 60706

Abbco Industries                                $1,646
675 Greenleaf Avenue
Elk Grove, IL 60007

Advance Grinding Service, Inc.                  $1,556
4828 South Lawndale Avenue
McCook, IL 60525

Chem-Plate Industries, Inc.                     $1,545
1154 Momentum Place
Chicago, IL 60687

Thomas Publishing Company LLC                   $1,439
Dept. CH 34193
Palatine, IL 60055

Riverdale Plating & Heat Treating, Inc.         $1,438
689 West 134th Street
Riverdale, IL 60827


UNIVERSAL EXPRESS: Pollard-Kelley Expresses Going Concern Doubt
---------------------------------------------------------------
Pollard-Kelley Auditing Services, Inc., in Fairlawn, Ohio,
expressed substantial doubt about Universal Express, Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended June 30,
2006.  The auditing firm pointed to the Company's generated losses
to date.

In its Form 10-KSB for the fiscal year ended June 30, 2006,
submitted to the Securities and Exchange Commission, Universal
Express incurs a $18,872,267 net loss on $1,073,486 of net
revenues for fiscal 2006, compared to a $9,985,868 net loss on
$931,009 of net revenues in 2005.

As of June 30, 2006, the Company had an accumulated deficit of
$77.8 million.

A full-text copy of the Company's Annual Report is available for
free at http://researcharchives.com/t/s?1360

Universal Express, Inc., -- http://www.usxp.com/ -- is a  
logistics and transportation conglomerate with multiple developing
subsidiaries and services.  Its principal subsidiaries include
Universal Express Capital Corp. and Universal Express Logistics,
Inc. (which includes Virtual Bellhop, LLC, Luggage Express and
Worldpost, its international shipping divisions),
and Private Postal Center Network.com and its division Postal
Business Center Network.com.


UNIVERSITY HEIGHTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: University Heights Association, Inc.
        130 New Scotland Avenue
        Albany, NY 12208

Bankruptcy Case No.: 06-12672

Type of Business: The Debtor is an organization established in
                  1995 to create an academic/medical consortium
                  of international structure in the Capital
                  Region.  See http://www.universityheights.org/

Chapter 11 Petition Date: October 12, 2006

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Francis J. Smith, Esq.
                  McNamee, Lochner, Titus & Williams, PC
                  677 Broadway
                  Albany, NY 12207
                  Tel: (518) 447-3278

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Marty and Dorothy Silverman   Alleged loan           $24,862,569
Foundation
150 East 58th St., 29th Fl.
New York, NY 10155

Albany Law School             Loan                    $2,157,592
80 New Scotland Avenue
Albany, NY 12208

Albany College of Pharmacy    Loan                    $1,527,156
106 New Scotland Avenue
Albany, NY 12208

The Sage Colleges             Loan                       $65,025
45 Ferry Street
Troy, NY 12180

Albany Medical Center         Loan                       $43,300
43 New Scotland Avenue,
MC-87
Albany, NY 12208

Citicorp Vendor Finance       Equipment lease            $16,000

44 Holland Partners           Parking lease              $15,600

Key Equipment Finance, Inc.   Equipment lease             $7,500

Com Doc, Inc.                 Equipment lease             $2,100

Main Care Energy              Goods                       $2,000

Applied Theory Corp.          Trade debt                  $1,611

National Grid                 Goods and services          $1,500

Schenectady Hardware &        Goods and services          $1,500
Electric

Capital Diagnostics           Goods and services          $1,400

Center for Medical Services   Goods and services          $1,200

Exxom Mobil                   Credit card                 $1,000

Nextira One                   Goods and services            $800

Pitney Bowes Credit Corp.     Equipment lease               $600

Broadview                     Goods and services            $600

NYS Business Council          Goods and services            $600


UNIVERSITY MEDICAL: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: University Medical Center LLC
        95 South Federal Highway
        Boca Raton, FL 33432

Bankruptcy Case No.: 06-15211

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: October 13, 2006

Court: Southern District of Florida (West Palm Beach)

Judge: Steven H. Friedman

Debtor's Counsel: Norman L. Schroeder II, Esq.
                  Norman L. Schroeder II, P.A.
                  6801 Lake Worth Road, Suite 120
                  Lake Worth, FL 33467
                  Tel: (561) 642-8884

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
CMG Property Management Group               $17,380
[no address provided]

Gerstle Rosen Goldenberg                    $10,000
[no address provided]

Thyssenkrup Elevator                         $6,545
[no address provided]

Gerstin & Association                        $4,445
[no address provided]

Old Dominion Insurance                       $3,010
[no address provided]

Group One Safety                             $2,450
[no address provided]

Calico Air Conditioning                      $2,174
[no address provided]

Esser Glass                                  $2,100
[no address provided]

Lighting Management                          $2,018
[no address provided]

Waste Management                             $1,469
[no address provided]

Seagate Building Services                    $1,463
[no address provided]

White Professional Window Clng.              $1,378
[no address provided]

Glynn Environmental                          $1,200
[no address provided]

Green Environments                           $1,149
[no address provided]

FPL                                          $1,026
[no address provided]

Jim Daily Irrigation                         $1,000
[no address provided]

FL Department of Revenue                       $948
[no address provided]

World Environmental                            $750
[no address provided]

The Hartford Insurance Co.                     $506
[no address provided]


USA COMMERCIAL: Rights Holders Tap Gordon & Silver as Counsel
-------------------------------------------------------------
The Official Committee of Holders of Executory Contract Rights
through USA Commercial Mortgage Company asks the U.S Bankruptcy
Court for the District of Nevada, for permission to employ Gordon
& Silver Ltd., as its bankruptcy counsel.

Gordon & Silver will:

     a) advise the Committee of its rights and obligations and
        performance of its duties during administration of these
        bankruptcy cases;

     b) represent the Committee in all proceedings before this
        Court of other courts of jurisdiction over these cases;

     c) assist the Committee in the performance of its duties as
        set fort in 11 U.S.C. Section 1103;

     d) assist the Committee in developing legal positions and
        strategies with respect to all facets of these
        proceedings; and

     e) provide counsel and advise as the Committee may require
        in connection with the above-captioned proceedings.

Gregory E. Garman, Esq., a shareholder of the firm, discloses that
he and Gerald M. Gordon, Esq., also a shareholder, will bill
hourly rates of $410 and $525, respectively.  

Mr. Garman further disclosed that the firm's other professionals'
billing rates are:

                Designation           Hourly Rate
                -----------           -----------
                Shareholders          $410 - $525
                Associates            $175 - $380
                Law clerks            $155 - $160
                Paralegals                $150

Mr. Garman assured the Court that his firm does not hold any
interest adverse to the Debtor's estate and is disinterested as
that term defined in Section 101(14) of the Bankruptcy Code.

Mr. Garman can be reached at:

     Gregory E. Garman, Esq.
     3960 Howard Hughes Pkway., 9th floor
     Las Vegas, Nevada 89109
     Tel: (702) 796-5555
     Fax: (702) 369-2666
     http://gordonsilver.com

                     About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more  
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represent the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, has been employed as Chief Restructuring Officer
for the Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represent the Official Committee of Unsecured Creditors of USA
Commercial Mortgage Company.  Edward M. Burr at Sierra Consulting
Group, LLC, gives financial advice to the Creditors Committee of
USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represent the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., gives
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represent the Official Committee of Equity Security Holders of USA
Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at Alvarez
& Marsal, LLC, gives financial advise to the Equity Committee of
USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.


USGEN NEW ENGLAND: Court Denies Request to Preclude Bid Reference
-----------------------------------------------------------------
On Nov. 20, 2003, the U.S. Bankruptcy Court for the Middle
District of Maryland authorized USGen New England, Inc., to reject
its 30-year power purchase agreement dated July 26, 1985, with
Pontook Operating Limited Partnership.

On Jan. 28, 2004, Brascan Energy Marketing, Inc., now known as
Brookfield Energy Marketing Inc., as agent of Pontook, filed
Claim No. 327 asserting $240,947 owed under the Pontook Agreement
and $10,162,400 for damages arising from the rejection of the
Agreement.

On May 6, 2005, Brascan filed Claim No. 418, amending its prior
claim, to assert rejection damages of $24,934,700.

USGen did not dispute the $240,947 prepetition claim.  However,
USGen wanted the rejection claims disallowed or reduced.

Accordingly, in a September 2006 hearing, the Court denied USGen
New England, Inc.'s request to preclude from trial any reference
to the purported bids of UBS AG and Constellation Global
Commodities.

The request of Brookfield Energy Marketing Inc., formerly known
as Brascan Energy Marketing, to exclude the late-filed
supplemental report of Robert B. Stoddard, on behalf of USGen, is
also denied.

The Honorable Paul Mannes relates that the Court has been advised
that the Brascan claim dispute has been settled, including all
counter-claims, cross-claims, and third-party claims.  
Accordingly, Judge Mannes dismisses the action with each party to
bear its own costs unless otherwise agreed, in which event the
costs will be adjusted between USGen and Brookfield.  Both parties
may reopen the case within 30 days if settlement is not
consummated.

                     About USGen New England

Headquartered in Bethesda, Maryland, USGen New England Inc., an
affiliate of PG&E Generating Energy Group LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Company filed for Chapter 11 protection on July
8, 2003 (Bankr. D. Md. Case No. 03-30465).  Marc Richards, Esq.,
at Blank Rome LLP represents USGen New England in its
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.  The Debtor filed its Second Amended
Plan of Liquidation and Disclosure Statement on March 24, 2005.  
The Plan was confirmed on May 13, 2005.  (PG&E National Bankruptcy
News, Issue No. 66; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WACHOVIA BANK: Good Credit Cues S&P to Raise & Affirm Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2003-C4.  
Concurrently, the ratings on the remaining 11 classes are
affirmed.

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 $83.5 million (10%) in collateral since issuance.

As of the remittance report dated Sept. 15, 2006, the trust
collateral consisted of 138 loans with an outstanding principal
balance of $839.4 million, compared with 140 loans totaling
$891.8 million at issuance.  The master servicer, Wachovia Bank
N.A., reported primarily calendar year 2005 financial information
for 91% of the pool.

Based on this information and excluding the defeased collateral,
Standard & Poor's calculated a weighted average debt service
coverage for the pool of 1.52x, compared with 1.47x at issuance.  
All of the loans in the pool are current, and no loans are with
the special servicer, Clarion Partners LLC.  To date, the trust
has not experienced a loss.

The top 10 loans have an aggregate outstanding balance of
$254.5 million (30%).  Year-end 2005 financial information was
available for nine of the top 10 loans.

Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.60x, compared with 1.46x at issuance.  The
increase in DSC is attributable to the improved performance of six
of the top 10 loans, which reported increases in DSC since
issuance of 10% or more.  

One of the top 10 loans, however, is on the master servicer's
watchlist.  Standard & Poor's reviewed the property inspection
reports provided by Wachovia, and all of the properties are
reported to be in "good" or "excellent" condition.

The master servicer reported 13 loans totaling $55 million (7%) on
the watchlist.  AmCap--80th & Wadsworth, the 10th-largest loan,
has a current balance of $15.9 million (2%) and is secured by a
136,200-sq.-ft. retail strip center in Arvada, Colorado.  The loan
was placed on the watchlist due to a decline in DSC, which was
1.09x as of Dec. 31, 2005, compared with 1.32x at issuance.  The
decrease is attributable to increased operating expenses.  As of
June 30, 2006, the property had shown financial improvements,
reporting a DSC of 1.26x and occupancy of 98%.

The third-largest loan exposure ($30.9 million, 4%), the Portland
Office portfolio, is not on the watchlist, but more than 20% of
its gross leasable area is up for lease renewal within the next 12
to 18 months.  Two office buildings and one mixed-use property in
Portland, Oregon, totaling 283,800 sq. ft. secure this exposure.  
For the three properties combined, the DSC was 1.68x as of
Dec. 31, 2005, and occupancy was 89% as of Aug. 31, 2006.  The
reported average rent for one of the office properties was
$25.79 per sq. ft. as of Dec. 31, 2005.  REIS Inc. reported that
as of second-quarter 2006, the comparable group mean vacancy rate
was 15.4% and the mean asking rent was $15.97 per sq. ft., which
is lower than that of the aforementioned office property.

The remaining loans on the watchlist have low occupancy, low DSC,
and upcoming lease expirations.

Standard & Poor's stressed various assets in the mortgage pool as
a part of its analysis, including those on the watchlist or
otherwise considered credit impaired.  The resultant credit
enhancement levels adequately support the raised and affirmed
ratings.
   
                          Ratings Raised
   
              Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2003-C4

                       Rating
                       ------
            Class   To       From    Credit enhancement
            -----   --       ----    ------------------
            B      AAA       AA            18.19%
            C      AA+       AA-           16.87%
            D      AA        A             14.21%
            E      AA-       A-            12.75%
            F      A+        BBB+          11.29%
            G      A-        BBB            9.83%
            H      BBB+      BBB-           8.37%

                         Ratings Affirmed
    
              Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2003-C4

               Class    Rating   Credit enhancement
               -----    ------   ------------------
               A-1      AAA             22.31
               A-2      AAA             22.31
               A-1A     AAA             22.31
               J        BB+              5.98
               K        BB               4.91
               L        BB-              4.12
               M        B+               3.32
               N        B                3.19
               O        B-               2.66
               X-C      AAA               N/A
               X-P      AAA               N/A

                       N/A - Not applicable.


WACHOVIA BANK: S&P Puts Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's
$3.595 billion commercial mortgage pass-through certificates
series 2006-C28.

The preliminary ratings are based on information as of Oct. 12,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings assigned to Wachovia Bank Commercial
Mortgage Trust's $3.595 billion commercial mortgage pass-through
certificates series 2006-C28 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.

The class A-1, A-2, A-PB, A-3, A-4, A-1A, X-P, A-M, A-J, B, C, D,
and E notes are currently being offered publicly.  Standard &
Poor's analysis determined that, on a weighted average basis, the
pool has a debt service coverage of 1.24x, a beginning LTV of
107.5%, and an ending LTV of 101.6%.
    
                   Preliminary Ratings Assigned
              Wachovia Bank Commercial Mortgage Trust
    
                               Preliminary   Recommended credit
   Class          Rating          amount          support
   -----          ------       -----------   ------------------
   A-1            AAA          $38,820,000         30.000%
   A-2            AAA         $418,678,000         30.000%
   A-PB           AAA         $168,397,000         30.000%
   A-3            AAA         $215,000,000         30.000%
   A-4            AAA       $1,052,214,000         30.000%
   A-1A           AAA         $623,528,000         30.000%
   X-P*           AAA       $3,479,706,000**           N/A
   A-M            AAA         $359,520,000         20.000%
   A-J            AAA         $278,628,000         12.250%
   B              AA+          $22,470,000         11.625%
   C              AA           $58,422,000         10.000%
   D              AA-          $31,458,000          9.125%
   E              A            $49,433,000          7.750%
   F              A-           $40,446,000          6.625%
   G              BBB+         $40,446,000          5.500%
   H              BBB          $40,446,000          4.375%
   J              BBB-         $44,940,000          3.125%
   K              BB+          $17,976,000          2.625%
   L              BB            $8,988,000          2.375%
   M              BB-          $13,482,000          2.000%
   N              B+            $4,494,000          1.875%
   O              B             $8,988,000          1.625%
   P              B-            $8,988,000          1.375%
   Q              NR           $49,434,700          0.000%
   X-C*           AAA       $3,595,196,700             N/A
   FS             NR            $8,000,000             N/A

                      * Interest-only class.
                       ** Notional amount.
                         NR - Not rated.
                      N/A - Not applicable.


WISCONSIN AVENUE: Paydown Prompts Fitch to Lift Rating to BB+
-------------------------------------------------------------
Fitch Ratings upgrades Wisconsin Avenue Securities, subordinate
REMIC mortgage pass-through certificates, series 1996-M5:

     -- $5.6 million class C to 'BB+' from 'BB-'.

The $6.6 million class D certificates are not rated by Fitch.  To
date, the deal has suffered $2.1 million in losses.

The upgrade is due to additional paydown since Fitch's last rating
action, which has resulted in increased credit enhancement.

The certificates are collateralized by three mortgage loans,
secured by multifamily properties.  The properties are located in
Georgia (43.9%), California (42%), and Florida (14%).

As of the September 2006 distribution date, the transaction's
aggregate principal balance has decreased 94% to $12.2 million
from $216.0 million at issuance. Key Bank Real Estate Capital
Markets, the master servicer, collected year-end 2005 operating
statements for 100% of the loans in the pool.  The YE 2005
weighted-average debt service coverage ratio increased to 0.75
times (x) from 0.54x at YE 2004.

Currently, there are no delinquent or specially serviced loans.
One loan (43.9%) continues to show declining performance due to
increased operating expenses.


YARRAMAN WINERY: Kabani & Company Raises Going Concern Doubt
------------------------------------------------------------
Kabani & Company, Inc., in Los Angeles, California, raised
substantial doubt about Yarraman Winery, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended June 30,
2006.  The auditor pointed to the Company's significant operating
losses and insufficient capital.

For the year ended June 30, 2006, Yarraman Winery reported a
$1,216,766 comprehensive net loss on $1,830,151 of net sales
compared with a $262,923 net loss on $2,293,354 of net sales for
the same period in fiscal 2005.

At June 30, 2006, the Company's balance sheet showed $9,909,698 in
total assets, $7,364,142 in total liabilities, and $2,545,556 in
total stockholders' equity.

A full-text copy of the Company's Annual Report is available for
free at http://ResearchArchives.com/t/s?136c

Yarraman Winery, Inc., fka Dazzling Investments, Inc., through
Yarraman Estate Pty Ltd., its wholly owned subsidiary in
Australia, operates vineyards, and produces and distributes wine
in Australia, U.S., Canada, New Zealand, Hong Kong, and throughout
Europe.


YORKVIEW TERRACE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Yorkview Terrace LLC
        c/o Stein & Farkas LLP
        1639 East 13th Street
        Brooklyn, NY 11229

Bankruptcy Case No.: 06-43811

Type of Business: The Debtor buys and develops real estate to
                  build a facility for individuals with muscular
                  dystrophy.

Chapter 11 Petition Date: October 12, 2006

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Gary M. Kushner, Esq.
                  Forchelli, Curto, Schwartz, Mineo, et al
                  330 Old Country Road
                  P.O. Box 31
                  Mineola, NY 11501
                  Tel: (516) 248-1700
                  Fax: (516) 248-1729

Total Assets: $1,686,665

Total Debts:  $2,032,165

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Meridian Bank                 Mortgage                  $649,415
c/o Einig & Bush, LLP                             Secured Value:
420 Lexington Avenue                                    $750,000
New York, NY 10170

Meridian Bank                 Mortgage                  $430,714
c/o Einig & Bush, LLP                             Secured Value:
420 Lexington Avenue                                    $550,000
New York, NY 10170

Meridian Bank                 Mortgage                  $306,536
c/o Einig & Bush, LLP                             Secured Value:
420 Lexington Avenue                                    $425,000
New York, NY 10170

Nicholas Sands                Consulting Fee            $240,000
61-41 71st Street
Middle Village, NY 11379

Joseph Milano, Esq.           Legal Fees                 $85,000
71 Vanderbilt
New York, NY 10017

Nicholas Sands                Expenses                   $75,000
61-41 71st Street
Middle Village, NY 11379

Robert Barnett, Esq.          Legal Fees                 $75,000
Capell Barnett & Matalon
100 Jericho Quadrangle
Jericho, NY 11753

Edward Geller                 Exec. Asst. Fee            $48,000
2 South End Avenue
New York, NY 10280

Seth Akabas, Esq.                                        $30,000
411 Madision Avenue
New York, NY 10022

City of New York              Real Estate Taxes          $15,000
Department of Finance
P.O. Box 32
New York, NY 10008

Warren Gran AIA               Architectural Fees         $15,000
29 Broadway
New York, NY 10012

Tscherne Realty               Market Study               $15,000
7920 Eliot Avenue
Middle Village, NY 11379

Carl Fisher                   Architect's Fee            $10,000
530 Broadway
New York, NY 10012

Marjorie Dilsheimer           Secretarial Service        $10,000
1919 Chestnut Street
Philadelphia, PA 19103

Augusta & Augusta             Zoning Analysis             $5,000
62-15 Myrtle Avenue
Glendale, NY 11385

Alfredo Plat                  Fin. Proj. Acctg.           $5,000
21055 Yacht Club Drive
North Tower, 1710
Aventura, FL 33160

Ben Davi                      Zoning Analysis             $5,000
Design Group Ltd.
2724 Hoytave
L. I, City, NY 11102

David Montrose                Surveyor                    $4,000
Metropolitan Avenue
Richmond HIll, NY

New York Telephone Co.        Services                    $2,500
39 Broadway
New York, New York 10006

Keyspan Energy                Services                    $2,000
89-67 162nd Street
Jamaica, NY 11243


* BOND PRICING: For the week of October 9 -- October 13, 2006
-------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  01/15/04     1
ABC Rail Product                     10.500%  12/31/04     1
Adelphia Comm.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     0
Adelphia Comm.                        7.500%  01/15/04    66
Adelphia Comm.                        7.750%  01/15/09    72
Adelphia Comm.                        7.875%  05/01/09    72
Adelphia Comm.                        8.125%  07/15/03    69
Adelphia Comm.                        8.375%  02/01/08    72
Adelphia Comm.                        9.250%  10/01/02    67
Adelphia Comm.                        9.375%  11/15/09    73
Adelphia Comm.                        9.500%  02/15/04    64
Adelphia Comm.                        9.875%  03/01/05    69
Adelphia Comm.                        9.875%  03/01/07    73
Adelphia Comm.                       10.250%  11/01/06    69
Adelphia Comm.                       10.500%  07/15/04    73
Adelphia Comm.                       10.875%  10/01/10    71
Allegiance Tel.                      11.750%  02/15/08    47
Allegiance Tel.                      12.875%  05/15/08    48
Amer & Forgn Pwr                      5.000%  03/01/30    66
Amer Color Graph                     10.000%  06/15/10    69
Antigenics                            5.250%  02/01/25    64
Anvil Knitwear                       10.875%  03/15/07    72
Archibald Candy                      10.000%  11/01/07     0
Armstrong World                       6.350%  08/15/03    70
Armstrong World                       6.500%  08/15/05    73
Armstrong World                       7.450%  05/15/29    70
Armstrong World                       9.000%  06/15/04    66
ATA Holdings                         13.000%  02/01/09     4
Atlantic Mutual                       8.150%  02/15/28    61
Autocam Corp.                        10.875%  06/15/14    61
Avado Brands Inc                     11.750%  06/15/09     1
Bank New England                      8.750%  04/01/99     5
Bank New England                      9.500%  02/15/96    13
BBN Corp                              6.000%  04/01/12     0
Burlington North                      3.200%  01/01/45    57
Calpine Corp                          4.750%  11/15/23    48
Calpine Corp                          6.000%  09/30/14    39
Calpine Corp                          7.625%  04/15/06    71
Calpine Corp                          7.750%  04/15/09    75
Calpine Corp                          7.750%  06/01/15    33
Calpine Corp                          7.875%  04/01/08    72
Calpine Corp                          8.500%  02/15/11    47
Calpine Corp                          8.625%  08/15/10    47
Calpine Corp                          8.750%  07/15/07    70
Calpine Corp                         10.500%  05/15/06    72
Cell Therapeutic                      5.750%  06/15/08    70
Central Tractor                      10.625%  04/01/07     0
Chic East Ill RR                      5.000%  01/01/54    57
CIH                                   9.920%  04/01/14    71
CIH                                  10.000%  05/15/14    71
CIH                                  11.125%  01/15/14    74
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     3
Columbia/HCA                          7.050%  12/01/27    74
Columbia/HCA                          7.500%  11/15/95    73
Comcast Corp                          2.000%  10/15/29    41
Comprehens Care                       7.500%  04/15/10    65
Cooper Standard                       8.375%  12/15/14    75
Cray Research                         6.125%  02/01/11     5
Dal-Dflt09/05                         9.000%  05/15/16    29
Dana Corp                             5.850%  01/15/15    73
Dana Corp                             7.000%  03/01/29    73
Dana Corp                             7.000%  03/15/28    73
Dana Corp                             9.000%  08/15/11    68
Dana Corp                            10.125%  03/15/10    71
Delco Remy Intl                       9.375%  04/15/12    44
Delco Remy Intl                      11.000%  05/01/09    48
Delta Air Lines                       2.875%  02/18/24    30
Delta Air Lines                       7.700%  12/15/05    29
Delta Air Lines                       7.900%  12/15/09    33
Delta Air Lines                       8.000%  06/03/23    31
Delta Air Lines                       8.300%  12/15/29    32
Delta Air Lines                       9.250%  03/15/22    29
Delta Air Lines                       9.250%  12/27/07    29
Delta Air Lines                       9.750%  05/15/21    30
Delta Air Lines                      10.000%  06/01/08    56
Delta Air Lines                      10.000%  06/05/13    74
Delta Air Lines                      10.000%  08/15/08    32
Delta Air Lines                      10.060%  01/02/16    73
Delta Air Lines                      10.080%  06/16/07    65
Delta Air Lines                      10.125%  05/15/10    29
Delta Air Lines                      10.375%  02/01/11    30
Delta Air Lines                      10.375%  12/15/22    30
Delta Mills Inc                       9.625%  09/01/07    23
Deutsche Bank NY                      8.500%  11/15/16    70
Diamond Triumph                       9.250%  04/01/08    71
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    48
Dura Operating                        8.625%  04/15/12    39
Dura Operating                        9.000%  05/01/09     5
Duty Free Int'l                       7.000%  01/15/04     0
DVI Inc                               9.875%  02/01/04     8
Dyersburg Corp                        9.750%  09/01/07     0
Eagle-Picher Inc                      9.750%  09/01/13    74
Empire Gas Corp                       9.000%  12/31/07     1
Encysive Pharmac                      2.500%  03/15/12    73
Exodus Comm Inc                      10.750%  12/12/09     0
Exodus Comm Inc                      11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    67
Federal-Mogul Co.                     7.375%  01/15/06    59
Federal-Mogul Co.                     7.500%  01/15/09    61
Federal-Mogul Co.                     8.160%  03/06/03    51
Federal-Mogul Co.                     8.330%  11/15/01    59
Federal-Mogul Co.                     8.370%  11/15/01    53
Federal-Mogul Co.                     8.370%  11/15/01    59
Federal-Mogul Co.                     8.800%  04/15/07    60
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         6.500%  08/01/18    75
Ford Motor Co                         6.625%  02/15/28    74
Ford Motor Co                         7.125%  11/15/25    75
Ford Motor Co                         7.400%  11/01/46    74
Ford Motor Co                         7.700%  05/15/97    73
Ford Motor Co                         7.750%  06/15/43    74
GB Property Fndg                     11.000%  09/29/05    53
Golden Books Pub                     10.750%  12/31/04     0
Graftech Intl                         1.625%  01/15/24    74
Graftech Intl                         1.625%  01/15/24    74
GST Network Fndg                     10.500%  05/01/08     0
Gulf Mobile Ohio                      5.000%  12/01/56    75
HNG Internorth                        9.625%  03/15/06    38
Home Prod Intl                        9.625%  05/15/08    60
Inland Fiber                          9.625%  11/15/07    64
Insight Health                        9.875%  11/01/11    24
Iridium LLC/CAP                      10.875%  07/15/05    29
Iridium LLC/CAP                      11.250%  07/15/05    30
Iridium LLC/CAP                      13.000%  07/15/05    30
Iridium LLC/CAP                      14.000%  07/15/05    31
Isolagen Inc.                         3.500%  11/01/24    74
IT Group Inc                         11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    33
Kaiser Aluminum                      12.750%  02/01/03     9
Kellstrom Inds                        5.500%  06/15/03     0
Kmart Corp                            8.540%  01/02/15    28
Kmart Corp                            8.990%  07/05/10     4
Kmart Corp                            9.350%  01/02/20    10
Kmart Funding                         9.440%  07/01/18    23
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    67
Lifecare Holding                      9.250%  08/15/13    69
Macsaver Financl                      7.400%  02/15/02     4
Macsaver Financl                      7.600%  08/01/07     1
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    65
Movie Gallery                        11.000%  05/01/12    64
MSX Int'l Inc.                       11.375%  01/15/08    70
Muzak LLC                             9.875%  03/15/09    68
New Orl Grt N RR                      5.000%  07/01/32    69
Northern Pacific RY                   3.000%  01/01/47    56
Northern Pacific RY                   3.000%  01/01/47    56
Northwest Airlines                    6.625%  05/15/23    57
Northwest Airlines                    7.248%  01/02/12    20
Northwest Airlines                    7.625%  11/15/23    57
Northwest Airlines                    7.875%  03/15/08    58
Northwest Airlines                    8.700%  03/15/07    59
Northwest Airlines                    8.875%  06/01/06    56
Northwest Airlines                    9.152%  04/01/10     7
Northwest Airlines                    9.179%  04/01/10    23
Northwest Airlines                    9.875%  03/15/07    60
Northwest Airlines                   10.000%  02/01/09    58
NTK Holdings Inc                     10.750%  03/01/14    70
Nutritional Src                      10.125%  08/01/09    66
Oakwood Homes                         7.875%  03/01/04     9
Oakwood Homes                         8.125%  03/01/09     6
Oscient Pharm                         3.500%  04/15/11    67
OSU-DFLT10/05                        13.375%  10/15/09     0
Outboard Marine                       9.125%  04/15/17     0
Outboard Marine                      10.750%  06/01/08     4
Overstock.com                         3.750%  12/01/11    74
Owens Corning                         7.000%  03/15/09    56
Owens Corning                         7.500%  05/01/05    56
Owens Corning                         7.500%  08/01/18    57
Owens Corning                         7.700%  05/01/08    57
Owens-Corning Fiber                   8.875%  06/01/02    48
Pac-West-Tender                      13.500%  02/01/09    60
PCA LLC/PCA Fin                      11.875%  08/01/09    25
Pegasus Satellite                     9.625%  10/15/49    11
Pegasus Satellite                     9.750%  12/01/06    11
Pegasus Satellite                    12.375%  08/01/06    11
Pegasus Satellite                    13.500%  03/01/07     0
Phar-mor Inc                         11.720%  09/11/02     0
Piedmont Aviat                       10.250%  01/15/49     1
Piedmont Aviat                       10.250%  01/15/49     3
Pixelworks Inc                        1.750%  05/15/24    71
Plainwell Inc                        11.000%  03/01/08     2
Pliant Corp                          13.000%  07/15/10    45
Polaroid Corp                         6.750%  01/15/02     0
Primus Telecom                        3.750%  09/15/10    46
Primus Telecom                        8.000%  01/15/14    62
PSINET Inc                           10.500%  12/01/06     0
PSINET Inc                           11.000%  08/01/09     0
Radnor Holdings                      11.000%  03/15/10    20
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04     6
Rite Aid Corp                         6.875%  12/15/28    73
RJ Tower Corp.                       12.000%  06/01/13    22
Rotech HealthCare                     9.500%  04/01/12    70
Salton Inc                           12.250%  04/15/08    72
Solectron Corp                        0.500%  02/15/34    73
Spinnaker Inds                       10.750%  10/15/06     0
Telcordia Tech                       10.000%  03/15/13    71
Toys R Us                             7.375%  10/15/18    73
Tribune Co                            2.000%  05/15/29    66
United Air Lines                      7.870%  01/30/19    54
United Air Lines                      8.700%  10/07/08    39
United Air Lines                      9.020%  04/19/12    56
United Air Lines                      9.200%  03/22/08    49
United Air Lines                      9.350%  04/07/16    33
United Air Lines                      9.560%  10/19/18    61
United Air Lines                     10.020%  03/22/14    49
United Air Lines                     10.110%  01/05/06     3
United Air Lines                     10.110%  02/19/49    41
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.750%  01/15/49    24
USAutos Trust                         5.100%  03/03/11    75
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     9
Werner Holdings                      10.000%  11/15/07    13
Wheeling-Pitt St                      6.000%  08/01/10    70
Winn-Dixie Store                      8.875%  04/01/08    66
Winstar Comm Inc                     12.750%  04/15/10     0

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q. Salta,
Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and
Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***