TCR_Public/061017.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 17, 2006, Vol. 10, No. 247

                             Headlines

AAR CORP: S&P Upgrades Corporate Credit Rating to BB from BB-
ACANDS INC: Wants Until February 9 to File Chapter 11 Plan
ACE AVIATION: Air Canada Pilots Move for Injunction
ACE AVIATION: Files Preliminary Prospectus for Air Canada IPO
ACE SECURITIES: Moody's Slices Low-B Ratings of Class M Certs.

ADELPHIA COMMS: Gets U.S. Patent Infringement Suit from Rembrandt
AIR AMERICA: Case Summary & 20 Largest Unsecured Creditors
AIR CANADA: Pilots Move for Injunction Against ACE Aviation
AIR CANADA: Files Preliminary Prospectus for IPO
AIRNET COMMS: Emerges from Chapter 11 Protection in Florida

AK STEEL: Moody's Assigns Loss-Given-Default Rating
ALPHA NATURAL: Moody's Assigns Loss-Given-Default Rating
ARI NETWORK: Balance Sheet at July 31 Upside-Down by $300,000
ASARCO LLC: Court Sets January 31 as Intercompany Claims Bar Date
ASARCO LLC: Court OKs Pact Allowing Seaboard Access to Discovery

ATLAS AIR: Distributes 396,625 Shares to Unsecured Creditors
ATLAS PIPELINE: Moody's Assigns Loss-Given-Default Ratings
BALL CORP: To Close Two North American Manufacturing Facilities
BANC OF AMERICA: Moody's Pares Junk Ratings on Class N & O Certs.
BASELINE SPORTS: Voluntary Chapter 11 Case Summary

BNC MORTGAGE: Moody's Assigns Ba1 Ratings to Class B Certificates
BRANDON CREEK: Case Summary & 21 Largest Unsecured Creditors
BUFFETS HOLDINGS: S&P Junks Rating on Proposed $330 Million Notes
BURGER KING: Moody's Assigns Loss-Given-Default Rating
CALIFORNIA STEEL: Moody's Assigns Loss-Given-Default Rating

CCM MERGER: Moody's Assigns Loss-Given-Default Rating
CHUKCHANSI ECONOMIC: Moody's Assigns Loss-Given-Default Rating
COLLINS & AIKMAN: Proposes Severance Package for Laid-Off Workers
COLLINS & AIKMAN: Wants Status Conference Held on October 26
COMPLETE RETREATS: Creditors Committee Hires Kramer as Advisor

COMPLETE RETREATS: Seeks Court OK on First Insurance Premium Pact
CONGOLEUM CORP: Continental Casualty Files Disclosure Statement
CONGOLEUM CORP: Says Continental Casualty's Plan is Unconfirmable
CONSECO INC: Completes $478 Million Credit Facility Refinancing
CONSECO INC: Court of Appeals Says Insurance Pact Not Executory

CONSOL ENERGY: Moody's Assigns Loss-Given-Default Rating
CONSOLIDATED CONTAINER: Amends 2006 and 2005 Financial Statements
CONSOLIDATED CONTAINER: Has $106.7 Mil. Equity Deficit at June 30
CONSTELLATION BRANDS: Restates Certificate of Incorporation
CONTINENTAL AIRLINES: Accrues $100 Million Profit Sharing Pool

COPANO ENERGY: Inks $100 Mil. Unsecured Term Loan Deal with BofA
COPANO ENERGY: Moody's Assigns Loss-Given-Default Ratings
C.R. STONE: Judge Hillman Says Settlement Won't Benefit Estate
CROWN CASTLE: $5.8 Billion Global Merger Cues S&P's Negative Watch
CST INDUSTRIES: Moody's Assigns Loss-Given-Default Rating

CULLIGAN INTERNATIONAL: S&P Lifts $325 Mil. Loan's Rating to BB-
CWABS ASSET: Moody's Assigns Ba1 Ratings to Class B Certificates
DANA CORP: Court Approves Modification of DSI's Scope of Retention
DANA CORP: Retiree Committee Brings In Stahl Cowen as Counsel
DELTA MILLS: Organizational Meeting Scheduled for 9 a.m. Friday

DEUTSCHE ALT-A: Moody's Assigns Ba2 Rating to Class M-8 Certs.
DOLLAR GENERAL: Moody's Assigns Loss-Given-Default Rating
DRUMMOND COMPANY: Moody's Assigns Loss-Given-Default Rating
DYNAMIC TOOLING: Court Confirms Bettcher's Competing Plan
EARLE M. JORGENSEN: Moody's Assigns Loss-Given-Default Rating
EL PASO: Moody's Assigns Loss-Given-Default Ratings

ENERGY PARTNERS: Terminates Merger Agreement with Stone Energy
ENERGY PARTNERS: S&P Maintains Watch on B+ Corp. Credit Rating
EURAMAX INT'L: Moody's Assigns Loss-Given-Default Rating
EUROPEAN MICRO: Files 2001 Financials With Going Concern Opinion
FOREST CITY: Fitzsimons Inks 160-Acre Denver Park Development Pact

FOSTER WHEELER: Closes New $350 Million Credit Facility
FOUNDATION PA: Moody's Assigns Loss-Given-Default Rating
FREEPORT-MCMORAN: Moody's Assigns Loss-Given-Default Rating
FV STEEL: Dist. Ct. Tells Bankr. Ct. to Estimate Clean-Up Claim
GOLDEN NUGGET: Moody's Assigns Loss-Given-Default Rating

GS MORTGAGE: Moody's Affirms Junk Rating on $6.6MM Class H Certs.
HALO TECHNOLOGY: Mahoney Cohen Raises Going Concern Doubt
HARD ROCK: Moody's Assigns Loss-Given-Default Rating
HEXION SPECIALTY: Tenders Offer to Holders of its $625 Mil. Notes
HOME EQUITY: Moody's Places Ba2 Rating on Class B-3 Certificates

HUDBAY MINERALS: Moody's Assigns Loss-Given-Default Rating
INFRASOURCE SERVICES: Board Appoints David Helwig as Chairman
INSILCO TECHNOLOGIES: Free & Clear Sale Not Entirely Free & Clear
INTELSAT BERMUDA: Fitch Junks Rating on $600 Million Sr. Facility
ISLE OF CAPRI: To Own 13.8% Interest in Revised Eight Wonder Pact

JACK IN THE BOX: Moody's Assigns Loss-Given-Default Rating
JLG INDUSTRIES: Sells Business to Oshkosh for $3.2 Billion in Cash
KARA HOMES: Organizational Meeting Scheduled for October 23
KINETEK INC: Moody's Junks Rating on $85 Mil. 2nd Lien Term Loan
LIBERTY MEDIA: Moody's Affirms Ba2 Corporate Family Rating

LINEAR LOGIC: Case Summary & 20 Largest Unsecured Creditors
MEDIMEDIA USA: Moody's Junks Rating on $150 Mil. Sr. Sub. Notes
MERIDIAN AUTOMOTIVE: Wants Foreign Unit Financing Period Extended
MERIDIAN AUTOMOTIVE: Wants to Sell Michigan Property for $2.45 MM
MESABA AVIATION: ALPA Balks at Court Ruling on CBA Rejection

MOTHERS WORK: Moody's Assigns Loss-Given-Default Rating
NATIONAL ENERGY: Chevron Wants Confidentiality Agreement Approved
NATIONAL ENERGY: To Appeal Bankr. Court's Ruling on Lehman's Claim
NORTH AMERICAN: CEO Neal Kaufman Can Buy 4.2 Million More Shares
NUTRO PRODUCTS: Moody's Assigns Loss-Given-Default Ratings

O&M STAR: Moody's Places Ba3 Rating on $278 Mil. Debt Facilities
OCCAM NETWORKS: Earns $203,000 in Third Quarter Ended September 24
ONEIDA LTD: Panel Selects CCA Strategies as Actuarial Consultants
OPEN SOLUTIONS: Inks $1.3 Billion Purchase Deal with Carlyle Group
OPEN TEXT: Acquires Hummingbird Ltd. for $489 Million in Cash

PA MEADOWS: Moody's Junks Rating on $70 Mil. 2nd Lien Term Loan
PARKWAY HOSPITAL: Automatic Stay Doesn't Halt False Claims Suit
PARMALAT: Court Permits Citibank to Pursue Actions from October 31
PARMALAT GROUP: Regains Sequestered Newlat and Carnini Units
POWER2SHIP INC: Sherb & Co. Raises Going Concern Doubt

PROXIM CORP: Files Disclosure Statement in Delaware
PROXIM CORP: Court Sets Disclosure Statement Hearing on Nov. 16
QUEEN'S SEAPORT: Trustee Taps Jeffer Mangles as Appellate Counsel
QUINTEK TECH: Kabani & Company Raises Going Concern Doubt
RADNOR HOLDINGS: Hires Wilmer Cutler as Investigative Counsel

RAMBUS INC: Appoints David Shrigley as an Independent Director
REFCO INC: Case Summary & 53 Largest Unsecured Creditors
RIVERSTONE NETWORKS: Court Okays Alan Miller as Interim President
SACRED HEART: Moody's Chips $47.9MM Debt Rating to Ba3 from Ba1
SAINT VINCENTS: Taps Weiser to Conduct Cancer Center Fund Analysis

SAINT VINCENTS: Tort Panel to File New Counsel Retention Motion
SALOMON BROS: Moody's Pares Junk Rating on $3.4MM Class N Certs.
SCHLOTZSKY'S INC: Committee's Suit Against Auditors Survives
SEA CONTAINERS: Provides Update on Chapter 11 Filing
SECUNDA INTERNATIONAL: S&P Revises B- Ratings' Watch Implication

SOUTHERN STAR: Moody's Assigns Loss-Given-Default Ratings
SPECTRX INC: June 30 Balance Sheet Upside-Down by $9 Million
STANDARD PARKING: Board Allows Share Repurchase of Up to $20 Mil.
STAR GAS: Moody's Assigns Loss-Given-Default Ratings
STELLAR TECHNOLOGIES: Malone & Bailey Raises Going Concern Doubt

STONE ENERGY: Terminates Merger Agreement with Energy Partners
STONE ENERGY: S&P Holds B+ Corp. Credit Rating on Negative Watch
STRUCTURED ADJUSTABLE: S&P Puts Class M-3 Cert. Rating on Default
SUBURBAN PROPANE: Moody's Assigns Loss-Given-Default Ratings
SUPERVALU INC: Inks Restricted Stock Unit Award Pact with CEO

SURETY CAPITAL: Payne Falkner Raises Going Concern Doubt
TRANS ENERGY: Issues 4,247,461 Shares as Debt and Services Payment
TRANSCONTINENTAL GAS: Moody's Assigns Loss-Given-Default Ratings
UNITEDHEALTH GROUP: CEO Resigns in the Wake of Stock Option Probe
WENDY'S INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating

WILLIAMS COS: Moody's Assigns Loss-Given-Default Ratings
WINN-DIXIE: Court Approves Pact Resolving Anderson News' Claim
WINN-DIXIE: Court Approves Rejection of 26 Contracts & Leases
WINN-DIXIE: Judge Funk Defers Ruling on Joint Plan

* AlixPartners Completes Recapitalization

* Large Companies with Insolvent Balance Sheets

                             *********

AAR CORP: S&P Upgrades Corporate Credit Rating to BB from BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Dale,
Illinois-based aviation support services provider AAR Corp.,
including the corporate credit to 'BB' from 'BB-'.

The outlook is stable.  About $300 million of debt is outstanding
(excluding $30 million of nonrecourse debt).

"The upgrade is based on improved credit protection measures,
benefiting from generally better industry environment, expanding
scope of services, and increasing operating efficiency," said
Standard & Poor's credit analyst Roman Szuper.

The global airline industry continues to recover in 2006, spurred
by a healthy economy and growing air traffic, although high oil
prices have constrained gains at many air carriers.  Profit
increases in 2005 and 2006 and conversion of debt to equity
strengthened credit protection measures to levels overall
appropriate for the rating.


ACANDS INC: Wants Until February 9 to File Chapter 11 Plan
----------------------------------------------------------
ACandS Inc. asks the U.S. Bankruptcy Court for the District of
Delaware to further extend until Feb. 9, 2007, the period within
which it has the exclusive right to file a chapter 11 plan.  The
Debtor also wants its exclusive period to solicit acceptances of
that plan extended to March 19, 2007.

The Court previously extended its plan filing period to Oct. 12,
2006.

To date, the Debtor, together with the Official Committee of
Asbestos Personal Injury Claimants and Lawrence Fitzpatrick as
legal representative of the future asbestos claimants, have
further discussed how to advance the Debtor's goal of reaching
consensus on the terms of a new Plan.

The Debtor believes that the extension will be beneficial to the
Debtor's estate and its creditors, and will result in more
efficient use of estate assets and resources by maximizing the
Debtor's chances for obtaining a negotiated and consensual plan.

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of asbestos
abatement and other environmental remediation work.  The Company
filed for chapter 11 protection on Sept. 16, 2002 (Bankr. Del.
Case No. 02-12687).  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub, P.C., represents the Debtor in its
restructuring efforts.  Kathleen Campbell Davis, Esq., and Marla
Rosoff Eskin, Esq., at Campbell & Levine, LLC, represent the
Official Committee of Asbestos Personal Injury Claimants.  When
the Company filed for protection from its creditors, it estimated
debts and assets of over $100 million.

                    Chapter 11 Plan Update

The Hon. Judith K. Fitzgerald approved the adequacy of the
Debtor's Amended Disclosure Statement explaining their proposed
Plan of Reorganization on Oct. 3, 2003.  On Jan. 26, 2004, Judge
Fitzgerald entered Proposed Findings of Fact and Conclusions of
Law Re Chapter 11 Plan Confirmation (Doc. 979), recommending that
the U.S. District Court deny confirmation of the Debtor's Plan.
On Feb. 5, 2004, the Debtor and the Creditors Committee jointly
filed with the U.S. District Court for the District of Delaware an
objection to the Bankruptcy Court's Proposed Findings.  In that
filing, the Debtor and the Committee asked the District Court to
reject the Bankruptcy Court's Findings and Conclusions and confirm
the proposed chapter 11 plan.


ACE AVIATION: Air Canada Pilots Move for Injunction
---------------------------------------------------
Air Canada's pilots moved for an injunction with the Ontario
Superior Court to prevent ACE Aviation Holdings Inc. from
distributing up to $2 billion to shareholders until the court has
had sufficient time to hear the lawsuit filed against the company
on Oct. 4.

"We are proceeding as planned," says Capt. Andy Wilson, president
of the Air Canada Pilots Association.  "Our case is strong and we
are confident that the courts in Ontario will see the $2-billion
distribution by ACE as unfairly disregarding the interests of
creditors."

The company has until Friday, Oct. 20, to file materials with the
Ontario Superior Court of Justice responding to ACPA's request for
an injunction.

Capt. Wilson says last week's Quebec court proceeding on ACE's
corporate arrangement was an internal mechanical step to simply
allow ACE's directors to make multiple distributions without
having to seek shareholder approval each time.  The Quebec court
did not assess whether or not the size of the distribution would
have any affect on the economic future of ACE or any of its
subsidiaries.

The court action filed against ACE by Air Canada's pilots under
the CBCA, commonly known as the 'oppression remedy,' states that
the proposed return of up to $2-billion to shareholders is
oppressive and unfairly disregards the interests of Air Canada's
creditors.  Air Canada's pilots are creditors for the about
$1-billion in pension obligations that remain outstanding
following the company's emergence from insolvency in 2004 as well
as for other continuing obligations.

"Air Canada has shown it can prosper. But we are concerned that if
this distribution goes ahead, the company would then be on very
tenuous financial footing and unable to weather a downturn in the
economy," Capt. Wilson says.

ACPA is the largest professional pilot group in Canada,
representing 3,100 pilots who operate Air Canada's mainline fleet.

ACE Aviation Holdings Inc. -- http://www.aceaviation.com/-- is
the parent holding company of Air Canada, Aeroplan, Jazz, Air
Canada Technical Services, Air Canada Vacations, Air Canada Cargo,
and Air Canada Ground Handling Services.

                          *     *     *

As reported in the Troubled Company Reporter on April 24, 2006,
Standard & Poor's Ratings Services raised the long-term corporate
credit rating on ACE Aviation Holdings Inc. to 'B+' from 'B',
while affirming the 'B' long-term corporate credit rating on its
wholly owned subsidiary, Air Canada.  The outlook on both entities
remains stable.


ACE AVIATION: Files Preliminary Prospectus for Air Canada IPO
-------------------------------------------------------------
ACE Aviation Holdings Inc. and Air Canada disclosed Monday that a
preliminary prospectus will be filed with all securities
regulatory authorities throughout Canada qualifying the offering
of Class A variable voting shares and Class B voting shares in the
capital of Air Canada.

The offering will be comprised of a treasury offering by Air
Canada for gross proceeds of $200 million and a secondary offering
by ACE of Air Canada shares for an undetermined offering size.
ACE is Air Canada's parent company and current sole shareholder.

ACE will retain control of Air Canada through a majority interest.
Air Canada will use its proceeds from the treasury offering for
general corporate purposes, including the funding of its fleet
renewal program.  Air Canada will not receive any of the proceeds
from the secondary offering of Air Canada shares by ACE or from
the exercise of the underwriters' over-allotment option, if any.

The syndicate of dealers is being co-led by RBC Dominion
Securities Inc., Citigroup Global Markets Canada Inc. and TD
Securities Inc. and also includes BMO Nesbitt Burns Inc. and CIBC
World Markets Inc.

"Following on our announcement in August, the launch of Air
Canada's initial public offering represents a major milestone in
ACE's strategy of maximizing shareholder value by surfacing the
underlying value of its subsidiaries," said Robert Milton,
Chairman, President and CEO of ACE.  "Since Aeroplan and Jazz
became publicly-traded companies in June 2005 and February 2006,
both businesses have developed well as stand-alone companies with
outside investors and delivered strong financial results.  We
expect Air Canada to benefit in a similar way as we move ahead."

Following the completion of the offering and the pre-closing
transactions referred to in the preliminary prospectus, management
expects that Air Canada will have cash and cash equivalents in
excess of $2 billion.  In addition, Air Canada will also have
access to a $400 million senior secured revolving credit facility
pursuant to an amended and restated credit agreement entered into
with a syndicate of lenders with Bank of Montreal acting as the
administrative agent.  The facility will be used by Air Canada for
working capital and general corporate purposes and will become
effective upon the satisfaction of certain customary conditions,
including the completion of the offering.

ACE and Air Canada also reported that, in advance of the initial
public offering of Air Canada, management of Air Canada and
Aeroplan Limited Partnership, with the assistance of independent
actuaries, have re-estimated the remaining number of Aeroplan
miles expected to be redeemed pursuant to accumulations up to Dec.
31, 2001 from 103 billion miles to 112 billion miles.

The Aeroplan program was operated by Air Canada until its transfer
to Aeroplan Limited Partnership on January 1, 2002.  By agreement
with Aeroplan Limited Partnership, Air Canada has assumed
responsibility for the redemption of up to 112 billion miles and,
as a result, will be recording a special non-cash charge of
$102 million in the third quarter of 2006.  Aeroplan Limited
Partnership has assumed responsibility for any redemptions in
excess of 112 billion miles.

ACE Aviation Holdings Inc. -- http://www.aceaviation.com/-- is
the parent holding company of Air Canada, Aeroplan, Jazz, Air
Canada Technical Services, Air Canada Vacations, Air Canada Cargo,
and Air Canada Ground Handling Services.

                          *     *     *

As reported in the Troubled Company Reporter on April 24, 2006,
Standard & Poor's Ratings Services raised the long-term corporate
credit rating on ACE Aviation Holdings Inc. to 'B+' from 'B',
while affirming the 'B' long-term corporate credit rating on its
wholly owned subsidiary, Air Canada.  The outlook on both entities
remains stable.


ACE SECURITIES: Moody's Slices Low-B Ratings of Class M Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded two tranches of securitized
debt issued by Ace Securities.  The collateral in the deal being
downgraded consists of fixed-rate and adjustable-rate, subprime
residential mortgage loans.

This action is being taken based on high severities on liquidated
loans as well as a constant deterioration of credit enhancement,
even though performance triggers are passing.

These are the rating actions:

   * Issuer: Ace Securities Corp. Home Equity Loan Trust Series
     2002-HE1

     -- Class M-4, Downgraded to Ca, previously B3.
     -- Class M-3, Downgraded to B2, previously B1.


ADELPHIA COMMS: Gets U.S. Patent Infringement Suit from Rembrandt
-----------------------------------------------------------------
Rembrandt Technologies, LP, charges Adelphia Communications
Corporation; Century-TCI California, LP; Century-TCI California
Communications, LP; Century-TCI Distribution Company, LLC;
Century-TCI Holdings, LLC; Parnassos, LP; Parnassos
Communications, LP; Parnassos Distribution Company I, LLC;
Parnassos Distribution Company II, LLC; Parnassos Holdings, LLC;
and Western NY Cablevision, LP, of postpetition infringement of
United States Patent Nos. 5,710,761; 5,778,234; 6,131,159 and
6,950,444 under 35 U.S.C. Section 271.

Rembrandt states that the infringement occurred after the date of
filing for chapter 11 protection of ACOM, et al. -- either on
June 25, 2002, or  Oct. 6, 2005, as applicable -- and before the
acquisition by Time Warner Cable NY, LLC, and Comcast Corporation,
on July 31, 2006.

Rembrandt is the owner of all right, title and interest, including
the right to sue, enforce and recover damages for all
infringements, in the Patents, which were duly and legally issued
by the United States Patent and Trademark Office on these dates,
after full and fair examination:

         U.S. Patent No.            Date Issued
         ---------------            -----------
            5,710,761             Jan. 20, 1998
            5,778,234              July 7, 1998
            6,131,159             Oct. 10, 2000
            6,950,444            Sept. 27, 2005

Rembrandt relates that during the postpetition period, ACOM, et
al., have infringed the Patents by practicing or causing others to
practice the inventions claimed in each Patents, in the Southern
District of New York and otherwise within the United States.
Rembrandt cites as an example ACOM, et al.'s act of providing
high-speed cable modem Internet products and services to
subscribers.

Vineet Bhatia, Esq., at Susman Godfrey L.L.P., in New York,
asserts that Rembrandt suffered substantial damage due to ACOM, et
al.'s infringement.  The infringement was willful, entitling
Rembrandt to increased damages and reasonable attorneys' fees
pursuant to 35 U.S.C. Sections 284 and 285.

Accordingly, Rembrandt asks the U.S. Bankruptcy Court for the
Southern District of New York to:

   (1) determine that ACOM, et al., have infringed the patents-
       in-suit;

   (2) award it:

        * damages for the infringement;

        * increased damages pursuant to 35 U.S.C. Section 284;
          and

        * all costs of the adversary proceeding, including
          attorneys' fees and interest.

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 No. 149; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AIR AMERICA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Piquant LLC
        dba Air America Radio
        641 Sixth Avenue, 4th Floor
        New York, NY 10011

Bankruptcy Case No.: 06-12423

Type of Business: The Debtor is a full-service radio network and
                  program syndication service in the United
                  States.  See http://www.airamerica.com/

Chapter 11 Petition Date: October 13, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Tracy L. Klestadt, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenue, 17th Floor
                  New York, NY 10017
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245

Total Assets: $4,331,265

Total Debts:  $20,266,056

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Citibank N.A.                                         $2,500,000
153 East 53rd Street
New York, NY 10043

Clear Channel Communications                            $558,333
KTLK 1150-AM
3400 W. Olive Ave. Suite 550
Burbank, CA 91505

Multicultural Radio                                     $550,245
Broadcasting, Inc.
449 Broadway
New York, NY 10013

Diamond Broadcasting                                    $500,000
a California Corp.
1017 Front St. 2nd Flloor
Sacramento, CA 95814

Alan Franken, Inc.            Wage, severance,          $360,750
573 S. 10th Street            and/or vacation
Minneapolis, MN 55404         claim

ICBC Broadcast Holdings Inc.                            $293,386
3 Park Avenue
41st Floor
New York, NY 10016

Gary Krantz                   Wage, severance,          $245,641
48 Dimmig Road                and/or vacation
Upper Saddle River, NJ 07458  claim

Jackson Hole Group            Wage, severance,          $220,485
100 Spear Street, Suite 935   and/or vacation
San Francisco, CA 94105       claim

Arbitron Inc.                                           $161,345
2538 Collections Center Drive
Chicago, IL 60693

Spero Media Inc.                                        $150,350
301 East 22nd St.
Suite 15F
New York, NY 10010

Danny Goldberg                Wage, severance,          $133,333
121 Washington Place          and/or vacation
New York, NY 10014            claim

Mike Malloy                   Wage, severance,          $114,679
4640 Cedar Keys Lane          and/or vacation
Stone Mountain, GA 30083      claim

Envision Radio Network, Inc.                            $100,000
23425 Commerce Park
Cleveland, OH 44122

Real Networks                                            $85,100
P.O. Box 60000
San Francisco, CA 94160

Billy Kimball                 Wage, severance,           $84,893
331 2nd Avenue South          and/or vacation
Suite 703                     claim
Minneapolis, MN 55401

Jones Media America, Inc.                                $62,283
Lockbox #3796, P.O. Box 8500
Attn: Finance Dept
Philadelphia, PA 19178

Sprint                                                   $52,810
P.O. Box 88026
Chicago, IL 60680

Douglas Kreeger               Loan                       $50,000
665 Milton Road
Rye, NY 10580

Douglas Durst                 Loan                       $50,000
Durst Organization
1155 Sixth Avenue
New York, NY 10036

Cornick, Garber & Sandler,                               $45,654
LLP
630 Third Avenue
New York, NY 10017


AIR CANADA: Pilots Move for Injunction Against ACE Aviation
-----------------------------------------------------------
Air Canada's pilots moved for an injunction with the Ontario
Superior Court to prevent ACE Aviation Holdings Inc. from
distributing up to $2-billion to shareholders until the court has
had sufficient time to hear the lawsuit filed against the company
on Oct. 4.

"We are proceeding as planned," says Capt. Andy Wilson, president
of the Air Canada Pilots Association.  "Our case is strong and we
are confident that the courts in Ontario will see the $2-billion
distribution by ACE as unfairly disregarding the interests of
creditors."

The company has until Friday, Oct. 20, to file materials with the
Ontario Superior Court of Justice responding to ACPA's request for
an injunction.

Capt. Wilson says last week's Quebec court proceeding on ACE's
corporate arrangement was an internal mechanical step to simply
allow ACE's directors to make multiple distributions without
having to seek shareholder approval each time.  The Quebec court
did not assess whether or not the size of the distribution would
have any affect on the economic future of ACE or any of its
subsidiaries.

The court action filed against ACE by Air Canada's pilots under
the CBCA, commonly known as the 'oppression remedy,' states that
the proposed return of up to $2-billion to shareholders is
oppressive and unfairly disregards the interests of Air Canada's
creditors.  Air Canada's pilots are creditors for the about
$1-billion in pension obligations that remain outstanding
following the company's emergence from insolvency in 2004 as well
as for other continuing obligations.

"Air Canada has shown it can prosper. But we are concerned that if
this distribution goes ahead, the company would then be on very
tenuous financial footing and unable to weather a downturn in the
economy," Capt. Wilson says.

ACPA is the largest professional pilot group in Canada,
representing 3,100 pilots who operate Air Canada's mainline fleet.

                       About Air Canada

Air Canada -- http://www.aircanada.com/-- together with Air
Canada Jazz and other business units of parent company ACE
Aviation Holdings Inc., provides scheduled and charter air
transportation for passengers and cargo to more than 150
destinations, vacation packages to over 90 destinations, as well
as maintenance, ground handling and training services to other
airlines.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher, serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from their creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On Sept. 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising C$1.1 billion of
new equity capital.

Canada's flag carrier is recognized as a leader in the global air
transportation market by pursuing a strategy based on value-added
customer service, technical excellence and passenger safety.

                          *     *     *

As reported in the Troubled Company Reporter on April 24, 2006,
Standard & Poor's Ratings Services raised the long-term corporate
credit rating on ACE Aviation Holdings Inc. to 'B+' from 'B',
while affirming the 'B' long-term corporate credit rating on its
wholly owned subsidiary, Air Canada.  The outlook on both entities
remains stable.


AIR CANADA: Files Preliminary Prospectus for IPO
------------------------------------------------
ACE Aviation Holdings Inc. and Air Canada disclosed Monday that a
preliminary prospectus will be filed with all securities
regulatory authorities throughout Canada qualifying the offering
of Class A variable voting shares and Class B voting shares in the
capital of Air Canada.

The offering will be comprised of a treasury offering by Air
Canada for gross proceeds of $200 million and a secondary offering
by ACE of Air Canada shares for an undetermined offering size.
ACE is Air Canada's parent company and current sole shareholder.

ACE will retain control of Air Canada through a majority interest.
Air Canada will use its proceeds from the treasury offering for
general corporate purposes, including the funding of its fleet
renewal program.  Air Canada will not receive any of the proceeds
from the secondary offering of Air Canada shares by ACE or from
the exercise of the underwriters' over-allotment option, if any.

The syndicate of dealers is being co-led by RBC Dominion
Securities Inc., Citigroup Global Markets Canada Inc. and TD
Securities Inc. and also includes BMO Nesbitt Burns Inc. and CIBC
World Markets Inc.

"Following on our announcement in August, the launch of Air
Canada's initial public offering represents a major milestone in
ACE's strategy of maximizing shareholder value by surfacing the
underlying value of its subsidiaries," said Robert Milton,
Chairman, President and CEO of ACE.  "Since Aeroplan and Jazz
became publicly-traded companies in June 2005 and February 2006,
both businesses have developed well as stand-alone companies with
outside investors and delivered strong financial results.  We
expect Air Canada to benefit in a similar way as we move ahead."

Following the completion of the offering and the pre-closing
transactions referred to in the preliminary prospectus, management
expects that Air Canada will have cash and cash equivalents in
excess of $2 billion.  In addition, Air Canada will also have
access to a $400 million senior secured revolving credit facility
pursuant to an amended and restated credit agreement entered into
with a syndicate of lenders with Bank of Montreal acting as the
administrative agent.  The facility will be used by Air Canada for
working capital and general corporate purposes and will become
effective upon the satisfaction of certain customary conditions,
including the completion of the offering.

ACE and Air Canada also reported that, in advance of the initial
public offering of Air Canada, management of Air Canada and
Aeroplan Limited Partnership, with the assistance of independent
actuaries, have re-estimated the remaining number of Aeroplan
miles expected to be redeemed pursuant to accumulations up to Dec.
31, 2001 from 103 billion miles to 112 billion miles.

The Aeroplan program was operated by Air Canada until its transfer
to Aeroplan Limited Partnership on January 1, 2002.  By agreement
with Aeroplan Limited Partnership, Air Canada has assumed
responsibility for the redemption of up to 112 billion miles and,
as a result, will be recording a special non-cash charge of
$102 million in the third quarter of 2006.  Aeroplan Limited
Partnership has assumed responsibility for any redemptions in
excess of 112 billion miles.

                       About Air Canada

Air Canada -- http://www.aircanada.com/-- together with Air
Canada Jazz and other business units of parent company ACE
Aviation Holdings Inc., provides scheduled and charter air
transportation for passengers and cargo to more than 150
destinations, vacation packages to over 90 destinations, as well
as maintenance, ground handling and training services to other
airlines.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher, serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from their creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On Sept. 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising C$1.1 billion of
new equity capital.

Canada's flag carrier is recognized as a leader in the global air
transportation market by pursuing a strategy based on value-added
customer service, technical excellence and passenger safety.

                          *     *     *

As reported in the Troubled Company Reporter on April 24, 2006,
Standard & Poor's Ratings Services raised the long-term corporate
credit rating on ACE Aviation Holdings Inc. to 'B+' from 'B',
while affirming the 'B' long-term corporate credit rating on its
wholly owned subsidiary, Air Canada.  The outlook on both entities
remains stable.


AIRNET COMMS: Emerges from Chapter 11 Protection in Florida
-----------------------------------------------------------
The plan of reorganization of AirNet Communications Corporation
was approved by the U.S. Bankruptcy Court for the Middle District
of Florida on Oct. 2, 2006, allowing AirNet to emerge from Chapter
11.

In addition, TECORE Wireless Systems and AirNet Communications
also reported that it 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 the 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(R) 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."

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.


AK STEEL: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its B1 Corporate Family Rating for AK
Steel Corporation.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $450 Million
   7.875% Senior
   Unsecured Notes
   due 2009               B1       B2      LGD4       59%

   $550 Million
   7.75% Senior
   Unsecured Notes
   due 2012               B1       B2      LGD4       59%

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

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

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

Middletown, Ohio-based AK Steel Corp. -- http://www.aksteel.com/
-- produces flat-rolled carbon, stainless and electrical steels,
as well as tubular steel products for the automotive, appliance,
construction and manufacturing markets.


ALPHA NATURAL: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its B1 Corporate Family Rating for Alpha
Natural Resources LLC.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $249 Million
   Gtd. Senior Secured
   Term Loan B
   due 2012               B1       B1      LGD3       42%

   $275 Million
   Gtd. Senior Secured
   Revolving Facility
   due 2010               B1       B1      LGD3       42%

   $175 Million
   10% Gtd. Senior
   Unsecured Notes
   due 2012               B2       B3      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%).

Based in Abingdon, Virginia, Alpha Natural Resources, LLC, is
engaged in the mining and marketing of steam and metallurgical
coal.


ARI NETWORK: Balance Sheet at July 31 Upside-Down by $300,000
-------------------------------------------------------------
ARI Network Services Inc. reported increased revenues and net
income for the fiscal year ended July 31, 2006.

Full Year Fiscal 2006 Highlights

   -- Revenues were $14 million for fiscal 2006, compared to
      revenues of $13.7 million in fiscal 2005.

   -- Operating income was $2.07 million for fiscal 2006, compared
      to operating income of $2.15 million in the prior fiscal
      year.

   -- Net income was $3.2 million for fiscal 2006, compared to net
      income of $2.8 million in fiscal 2005.

Fourth Quarter Fiscal 2006 Highlights

   -- Revenues were $3.4 million for the fourth quarter of fiscal
      2006, compared to revenues of $3.6 million for the same
      period in the prior year.

   -- Operating income was $540,000 for the fourth quarter of
      fiscal 2006, compared to operating income of $524,000 for
      the fourth quarter of fiscal 2005.

   -- Net income was $725,000 for the fourth quarter of fiscal
      2006, compared to net income of $1.4 million for the
      comparable prior period.

The Company's balance sheet at July 31, 2006 showed total assets
of $9.4 million and total liabilities of $9.7 million, resulting
in a total shareholders' deficit of $300,000.

Brian E. Dearing, chairman and chief executive officer, said the
fourth quarter results were affected by a number of one-time
events including revenue reversals, recognition of deferred tax
assets based on updated forecasts of the Company's U.S.
operations, recognition of a gain related to a vendor contract
settlement, and reversal of accrued long-term bonuses related to
the departure of an executive.  "Excluding these events, our
results for the fourth quarter were basically flat," Mr. Dearing
said.

ARI Network Services Inc. (OTCBB:ARIS) builds and supports a full
suite of multi-media electronic catalog publishing and viewing
software for the Web or CD and provides expert catalog publishing
and consulting services to 71 equipment manufacturers in the U.S.
and Europe and approximately 29,000 dealers and distributors in 89
countries in a dozen segments of the equipment market including
outdoor power, power sports, ag equipment, recreation vehicle,
floor maintenance, auto and truck parts aftermarket, marine and
construction.


ASARCO LLC: Court Sets January 31 as Intercompany Claims Bar Date
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi established Aug. 1, 2006, as the general bar date,
and Sept. 30, 2006, as the Asbestos Bar Date in ASARCO LLC and its
debtor-affiliates' Chapter 11 cases.

Each of the Debtors may have claims against each other.  The
Debtors and their professionals are still in the process of
reviewing and identifying all Intercompany Claims.

Thus, they need more time to identify and accurately report the
Intercompany Claims.

Accordingly, in a Court-approved stipulation, the Debtors, the
Official Committee of Unsecured Creditors for ASARCO LLC and the
Asbestos Subsidiary Debtors, and Robert C. Pate, as future claims
representative, agree that:

   (a) Pending further Court order, the Bar Dates are extended
       solely with respect to Intercompany Claims;

   (b) The Bar Dates applicable to claims asserted by any party
       other than one of the Debtors are not modified and remains
       in full force;

   (c) Upon completion of the Intercompany Claims' investigation,
       the Debtors and the ASARCO Committee may file a
       supplemental bar date notice with the Court establishing a
       new bar date with respect to the Intercompany Claims,
       provided that the notice must be filed at least 30 days
       before that Intercompany Claims Bar Date;

   (d) The complaints filed by the Asbestos Committee and the FCR
       in the Derivative Asbestos Claims Adversary Proceeding
       constitute a proof of claim by the Asbestos Debtors
       against ASARCO.  The amounts asserted in the Asbestos
       Debtors' Proofs of Claim will be determined by the Court
       pursuant to the Asbestos Claims Estimation Motion, which
       amount will be incorporated by ASARCO in its plan of
       reorganization; and

   (e) Any other Intercompany Claims asserted by the Asbestos
       Debtors will be filed by the Asbestos Committee by
       Jan. 31, 2007.

The Asbestos Subsidiary Debtors are Lac d'Amiante Du Quebec Ltee,
CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.

                         About ASARCO LLC

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

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

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


ASARCO LLC: Court OKs Pact Allowing Seaboard Access to Discovery
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi approved a stipulation between ASARCO LLC and
Seaboard Surety Company.

As reported in the Troubled Company Reporter on Sept. 14, 2006,
Seaboard Surety Company is a plaintiff in a lawsuit against Grupo
Mexico, S.A. de C.V., pending in the United States District Court
for the District of Arizona.  The Lawsuit relates to the
enforcement and scope of a written guaranty given by Grupo Mexico
in connection with certain surety bonds Seaboard issued on ASARCO
LLC's behalf.

ASARCO is not a party to the Arizona Action.

In connection with the Arizona Action, Seaboard served a third-
party subpoena duces tecum on ASARCO in July 2006.

ASARCO did not immediately comply with the Subpoena, asserting
that Seaboard's discovery request against it was subject to the
automatic stay.  Seaboard disputed that third-party discovery and
the Subpoena it issued to ASARCO is not subject to the automatic
stay.

The parties have resolved their dispute and ASARCO has agreed to
provide discovery to Seaboard.

Accordingly, the parties stipulate that:

   (a) the automatic stay is modified to permit Seaboard access
       to third-party discovery from ASARCO;

   (c) ASARCO will promptly produce certain documents specified
       by Seaboard as being a subset of the materials requested
       in the Subpoena; and

   (d) ASARCO will produce other documents responsive to the
       Subpoena that it locates with the use of reasonable
       diligence no later than Sept. 30, 2006.

                         About ASARCO LLC

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

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

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


ATLAS AIR: Distributes 396,625 Shares to Unsecured Creditors
------------------------------------------------------------
Atlas Air Worldwide Holdings Inc. distributed 396,625 shares of
the Company's new common stock to holders of allowed general
unsecured claims against the Company and certain of its
subsidiaries pursuant to the terms of a joint plan of
reorganization under which the Company and its subsidiaries
emerged from Chapter 11 bankruptcy protection on July 27, 2004.

The current issuance of shares under the Plan follows an initial
pro rata distribution of 16,095,776 shares of new common stock of
the Company to holders of allowed general unsecured claims in July
2005 and subsequent interim distributions to eligible claimholders
of 40,940 shares in October 2005, 7,493 shares in January 2006,
and 40,824 shares in April 2006.

Distributions from the remaining 621,008 shares of new common
stock reserved for issuance to holders of allowed general
unsecured claims by the Plan will take place on a periodic
basis.

Altogether, the Plan allocates a total of 17,202,666 shares of the
Company's new common stock to holders of allowed general unsecured
claims against the bankruptcy estates of the Company, Atlas Air,
Inc., Airline Acquisition Corp I, and Atlas Worldwide Aviation
Logistics, Inc.

Under the Plan, these shares will be issued to holders of allowed
claims in the same proportion as each holder's allowed claim bears
to the total amount of allowed claims.  The exact number of shares
that each claimholder ultimately receives pursuant to the Plan is
dependent on the final total of allowed claims and other factors,
such as unclaimed distributions and fractional share interests.

Should any distribution of new common stock result in a
claimholder being entitled to the receipt of a fractional share,
the Company's disbursing agent will retain the fractional share
until a distribution would result in a whole number of shares
being distributed to the claimholder on the next applicable
distribution date.

For purposes of a final share distribution under the Plan,
fractions of new common stock will not be issued. Instead,
fractions of new common stock will be rounded up or down to the
nearest whole number, with fractions equal to or less than 0.5 of
a share rounded down.  Any remaining undistributed shares on the
final distribution date will be released from the Company's new
common stock reserve and become authorized, unissued common stock
of the Company.

As of Sept. 30, 2006, $607 million of general unsecured claims
against the Company and the named subsidiaries had been allowed
and claims of $22.7 million remained in dispute.  The latter
figure, however, has been and continues to be reduced by virtue of
the ongoing claims reconciliation process.

Following the current distribution of shares to holders of allowed
unsecured claims, the remaining balance of shares of new common
stock authorized for issuance under the Plan will be reserved for
issuance to holders of disputed general unsecured claims against
the bankruptcy estates of AAWW and the named subsidiaries, in the
event such disputed claims are subsequently determined to be
allowed claims.

To the extent that any of the disputed claims become disallowed
claims, the shares of new common stock reserved for issuance to
the holders of the disputed claims will be distributed pro rata to
holders of allowed general unsecured claims previously receiving
shares of new common stock.

Including the current distribution, the Company will have a total
of approximately 20.5 million shares of common stock outstanding.

               About Atlas Air Worldwide Holdings

Based in Purchase, New York, Atlas Air Worldwide Holdings, Inc.
(Nasdaq: AAWW) -- http://www.atlasair.com/-- is an all-cargo
carrier which operates fleets of Boeing 747 freighters.  The
Company filed for chapter 11 protection (Bankr. S.D. Fla. Case No.
04-10794) on Jan. 30, 2004.  The Honorable Robert A. Mark presided
over Atlas' restructuring proceeding.  Jordi Guso, Esq., at Berger
Singerman, represents the debtor.  Atlas Air emerged from
bankruptcy on July 27, 2004.  When the Company filed for
bankruptcy, it listed $1,451,919,000 in assets and $1,425,156,000
in debts.


ATLAS PIPELINE: 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 broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its B1 corporate
family rating on Atlas Pipeline Partners, L.P.

At the same time, the rating agency downgraded its B1 probability-
of-default rating on the Company's 8.125% senior unsecured Global
Notes due 2015 to B2, and attached an LGD5 rating on these notes,
suggesting noteholders will experience a 71% 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%).

Atlas America, Inc. (NASDAQ:ATLS) -- http://www.atlasamerica.com/
-- the parent company of Atlas Pipeline Partners, L.P.'s general
partner and owner of 1,641,026 units of limited partner interest
of APL, is an energy company engaged primarily in the development
and production of natural gas in the Appalachian Basin for its own
account and for its investors through the offering of tax
advantaged investment programs.


BALL CORP: To Close Two North American Manufacturing Facilities
---------------------------------------------------------------
Ball Corporation will close two manufacturing facilities in North
America by the end of the year.

The closure is part of the Company's realignment of its Metal Food
& Household Products and Americas segment following its
acquisition of the U.S. Can Corporation.

As reported in the Troubled Company Reporter on March 29, 2006
Ball Corporation completed its acquisition of the U.S. and
Argentinean operations of U.S. Can Corporation, adding to Ball's
portfolio of packaging products and making Ball the largest
supplier in the U.S. of aerosol cans, primarily for food and
household products.

The Company will close a leased facility in Alliance, Ohio, one of
10 manufacturing locations in the U.S. acquired from U.S. Can
Equipment in the facility will be relocated to its other plants in
Ohio and Georgia.

The Company's Canadian subsidiary will close a metal food can
manufacturing plant in Burlington, Ontario.  Some equipment from
the plant will be relocated to its other facilities and the rest
will be sold or scrapped.

The closure of the Alliance plant will be treated as an opening
balance sheet item related to the U.S. Can acquisition.  The
Company also disclosed that it will record a fourth quarter after-
tax charge of approximately $25 million related to equipment
disposal and the Burlington closure.

John A. Friedery, senior vice president and chief operating
officer, Ball Packaging Products, Americas, said the Alliance and
Burlington closure costs will be cash flow neutral after tax
benefits and proceeds from the sale of fixed assets and will
reduce operating costs by $8 million annually commencing in 2007.

"The opportunity to consolidate manufacturing operations into
fewer facilities is critical to us realizing the synergies we knew
were achievable following the acquisition," Mr. Friedery said.
"We are carefully studying our entire manufacturing structure and
expect there will be other opportunities to improve efficiencies
by further realigning production capacities.  We anticipate work
on our realignment plan to be completed during the fourth quarter,
with implementation continuing in 2007."

Mr. Friedery said employees at the facilities being closed will be
paid severance and offered transition services.  The Alliance
plant has approximately 40 employees and the Burlington plant has
approximately 300 employees.

Headquartered in Broomfield, Colorado, Ball Corporation (NYSE:BLL)
-- http://www.ball.com/-- is a supplier of high-quality metal and
plastic packaging products and owns Ball Aerospace & Technologies
Corp., which develops sensors, spacecraft, systems and components
for government and commercial customers.  Ball reported 2005 sales
of $5.7 billion and the company employs 13,100 people worldwide.

                         *     *     *

Moody's Investors Service assigned ratings to Ball Corp's
$500 million senior secured term loan D, rated Ba1, and
$450 million senior unsecured notes due 2016-2018, rated Ba2.  It
also affirmed existing ratings, which include Ba1 Ratings on
$1.475 billion senior secured credit facilities and $550 million
senior unsecured notes due Dec. 12, 2012.  The ratings outlook is
stable.

Fitch affirmed Ball Corp.'s 'BB' issuer default rating, 'BB+'
senior secured credit facilities, and 'BB' senior unsecured notes.

Standard & Poor's Ratings Services also affirmed its 'BB+'
corporate credit rating on Ball Corp.

All ratings were placed in March 2006.


BANC OF AMERICA: Moody's Pares Junk Ratings on Class N & O Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
affirmed the ratings of 12 classes and downgraded the ratings of
two classes of Banc of America Commercial Mortgage Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-1:

   -- Class A-2, $505,200,871, Fixed, affirmed at Aaa
   -- Class A-2F, $47,858,063, Floating, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $35,576,642, Fixed, affirmed at Aaa
   -- Class C, $21,345,985, Fixed, upgraded to Aa2 from Aa3
   -- Class D, $18,974,209, Fixed, upgraded to A1 from A2
   -- Class E, $9,487,105, Fixed, affirmed at A3
   -- Class F, $9,487,105, Fixed, affirmed at Baa1
   -- Class G, $18,974,209 Fixed, affirmed at Baa2
   -- Class H, $14,230,657, Fixed, affirmed at Baa3
   -- Class J, $13,281,946, Fixed, affirmed at Ba1
   -- Class K, $23,480,584, Fixed, affirmed at B1
   -- Class L, $2,134,598, Fixed, affirmed at B2
   -- Class M, $5,538,842, Fixed, affirmed at B3
   -- Class N, $6,788,329, Fixed, downgraded to Caa3 from Caa2
   -- Class O, $5,883,218, Fixed, downgraded to C from Ca

As of the Sept. 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 21.6%
to $743.6 million from $948.1 million at securitization.  The
Certificates are collateralized by 154 mortgage loans ranging from
less than 1% to 11.7% of the pool, with the top 10 loans
representing 35% of the pool.  The largest loan in the pool is
shadow rated investment grade.  Eighteen loans, representing 11.7%
of the pool, have defeased and are secured by U.S. Government
securities.

Sixteen loans have been liquidated from the pool resulting in
aggregate realized losses of approximately $18.2 million.  Three
loans, representing 2.2% of the pool, are in special servicing.
Moody's has estimated aggregate losses of approximately
$5.3 million for the specially serviced loans.  Thirty nine loans,
representing 21.5% of the pool, are on the master servicer's
watchlist.  Four of the pool's top 10 loans are included on the
watchlist.

Moody's was provided with year-end 2005 operating results for
94.2% of the pool's performing loans. Moody's loan to value ratio
for the conduit pool, excluding the defeased loans, is 87.9%,
compared to 91.4% at Moody's last full review in December 2004 and
compared to 87.4% at securitization.

Moody's is upgrading Classes C and D due to increased credit
support, defeasance and stable pool performance.  Classes B and C
were upgraded on Aug. 2, 2006 and Class C was placed on review for
a further possible upgrade based on a Q tool based portfolio
review.  Moody's is downgrading Classes N and O due to realized
and expected losses from the specially serviced loans and LTV
dispersion.  Based on Moody's analysis, 28.8% of the conduit pool
has a LTV greater than 100%, compared to 25.5% at last review and
compared to 4.1% at securitization.

The shadow rated loan is the 315 Park Avenue Loan ($86.7 million -
11.7%), which is secured by a 320,000 square foot Class B office
building located in the Midtown South submarket of New York City.
The largest tenant is Credit Suisse (Moody's LT issuer rating Aa3;
stable outlook), which currently occupies 73.8% of the net
rentable area (lease expiration April 2017).  The building is
currently 92.4% occupied, compared to 88.0% at last review.
Moody's current shadow rating is Baa3, the same as last review.

The top three conduit loans represent 10.6% of the pool.  The
largest conduit loan is the 701 Gateway Loan ($32.1 million -
4.3%), which is secured by a 170,000 square foot office building
located in San Francisco, California.  The property is 100.0%
leased, the same as at last review.  The largest tenants are
Actuate Corporation (43.4%; lease expiration February 2008) and
San Mateo Health (17.3%; lease expiration December 2010). Although
the property has maintained a stable occupancy, rental income has
decreased as tenants have renewed or executed new leases at lower
market rents.

Moody's anticipates that the property's cash flow may decrease
further as current leases expire and new leases are executed at
market rents.  Moody's LTV is in excess of 100%, compared to 90.6%
at last review.

The second largest conduit loan is the PSC Holding Corp. Office
Building Loan ($22.7 million - 3%), which is secured by a 328,900
square foot office building and a 26,000 square foot free-standing
conference center.  The property is located in Scottsdale, Arizona
and is 100% leased to PCS Health Systems (lease expiration
September 2021).  Moody's LTV is 72.8%, compared to 74.2% at last
review.

The third largest conduit loan is the Talley Plaza Loan
($17 million - 2.3%), which is secured by a 223,400 square foot
Class B office complex located in Phoenix, Arizona.  The complex
was built in phases from 1980 to 1985 and was 68.7% occupied at
year-end 2005, compared to 59.% at year-end 2004.  At
securitization the complex was 95.0% occupied.  The property
financial performance has been impacted by weak office market
conditions.  The loan is on the master servicer's watchlist due to
low occupancy and low debt service coverage.  Moody's LTV is in
excess of 100%, the same as at last review.

The pool's collateral is a mix of office (40.2%), multifamily
(24.9%), industrial and self storage (12.9%), U.S. Government
securities (11.7%), retail (7%) and lodging (3.3%).  The
collateral properties are located in 29 states.   The top five
state concentrations are California (19.7%), New York (14.3%),
Georgia (8.1%), Washington (7.4%) and Arizona (7.3%). All of the
loans are fixed rate.


BASELINE SPORTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Baseline Sports, Inc.
        1309 Raleigh Avenue
        Norfolk, VA 23507
        Tel: (757) 626-1520
        Fax: (757) 626-1522

Bankruptcy Case No.: 06-71505

Type of Business: The Debtor develops products featuring
                  professional sports, college sports and
                  entertainment licensed properties targeted at
                  individuals and family's active life styles.
                  See http://www.blsports.com/

Chapter 11 Petition Date: October 16, 2006

Court: Eastern District of Virginia (Norfolk)

Debtor's Counsel: Christopher A. Jones, Esq.
                  LeClair Ryan, P.C.
                  Riverfront Plaza, East Tower 951
                  East Byrd Street
                  P.O. Box 2499
                  Richmond, VA 23218-2499
                  Tel: (804) 916-7104
                  Fax: (804) 916-7204

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


BNC MORTGAGE: Moody's Assigns Ba1 Ratings to Class B Certificates
----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by BNC Mortgage Loan Trust, Series 2006-1 and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by BNC Mortgage, Inc. originated,
adjustable-rate (78%) and fixed-rate (22%), subprime mortgage
loans acquired by Lehman Brothers Holdings Inc.  The ratings are
based primarily on the primary mortgage insurance provided by
Mortgage Insurance Guaranty Corporation and PMI Mortgage Insurance
Co.  The ratings also benefit from the credit quality of the loans
and on protection against credit losses by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
both interest-rate swap and interest-rate cap agreements, both
provided by HSBC Bank USA, National Association.  After taking
into account the benefit from the mortgage insurance, Moody's
expects collateral losses to range from 4.05% to 4.55%.

Wells Fargo Bank, N.A. and Aurora Loan Services LLC will service
the loans in this deal and Aurora Loan Services LLC (Aurora) will
act as master servicer of the mortgage loans. Moody's has assigned
Aurora its servicer quality rating of SQ1- as a master servicer of
mortgage loans.

These are the rating actions:

Issuer: BNC Mortgage Loan Trust 2006-1
Securities: Mortgage Pass-Through Certificates, Series 2006-1

     * Class A1, Assigned Aaa
     * Class A2, Assigned Aaa
     * Class A3, Assigned Aaa
     * Class A4, Assigned Aaa
     * Class M1, Assigned Aa1
     * Class M2, Assigned Aa2
     * Class M3, Assigned Aa3
     * Class M4, Assigned A1
     * Class M5, Assigned A2
     * Class M6, Assigned A3
     * Class M7, Assigned Baa1
     * Class M8, Assigned Baa2
     * Class M9, Assigned Baa3
     * Class B, Assigned Ba1


BRANDON CREEK: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Brandon Creek Apartments, Ltd.
        3509 Pointsettia Avenue
        West Palm Beach, FL 33407

Bankruptcy Case No.: 06-15248

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                             Case No.
      ------                             --------
      White Oak Brandon Creek, Inc.      06-15251

Chapter 11 Petition Date: October 16, 2006

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Thomas M. Messana, Esq.
                  Genovese, Joblove & Battista, P.A.
                  200 East Broward Boulevard, Suite 1110
                  Fort Lauderdale, FL 33301
                  Tel: (954) 453-8017

                          Estimated Assets     Estimated Debts
                          ----------------     ---------------
      Brandon Creek       $1 Million to        $1 Million to
      Apartments, Ltd.    $100 Million         $100 Million

      White Oak Brandon   Less than $10,000    $1 Million to
      Creek, Inc.                              $100 Million

A. Debtors' Consolidated List of their 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
White Oak Real Estate            Developer's Fee     $3,000,000
Development Corp.
422 7th Street, Suite 2
West Palm Beach, FL 33401

Floor Proz Int'l. Inc.                                   $8,328
12749 West
Hillsborough Avenue, Suite C
Tampa, FL 33635

Capital Contractors, Inc.                                $7,603
P.O. Box 3079
Huntington Station, NY 11746

Peoples Choice Maintenance Inc.                          $7,138
2257 Vista Parkway, Suite 22
West Palm Beach, FL 33411

Hillsborough County Board of                             $5,474
County Commissioners
3402 North 22nd Street, Suite 223
Tampa, FL 33605

Butler Capital Corporation                               $4,003

Copyco Inc.                                              $3,811

Coastal Event Services                                   $3,543

Crest Property                                           $3,328

Teco Tampa Electric                                      $3,308

Hillsborough County                                      $3,152

Luz Maid Services                                        $2,035

Premium Assignment Corp.                                 $1,364

Liberty Waste & Recycling                                $1,216

Prevail Pest Control Inc.                                $1,114

Lifestyle Carpets                                        $1,021

The Home Depot Supply                                      $996

Boring Business Systems                                    $959

C&C Enterprises                                            $600

Empire Paint Mfg. Company                                  $551

B. White Oak Brandon Creek, Inc.'s Additional Largest Unsecured
   Creditor:

   Entity                              Claim Amount
   ------                              ------------
Fannie Mae                                  Unknown
c/o Foley & Lardner LLP
111 North Orange Avenue
Suite 1800
Orlando, FL 32802-2193


BUFFETS HOLDINGS: S&P Junks Rating on Proposed $330 Million Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services took these actions for Eagan,
Minnesota-based Buffets Holdings Inc.:

   -- assigned a 'B-' rating to the company's proposed
      $610 million bank facility with a recovery rating of '3',
      indicating the expectation of meaningful recovery of
      principal in the event of a payment default;

   -- assigned a 'CCC' rating to the proposed $330 million of
      fixed-rate senior unsecured notes due 2013 and floating-rate
      notes due 2014;

   -- affirmed the 'B-' corporate credit rating; and

   -- removed the ratings from CreditWatch Negative.

These actions follow the company's recapitalization and intention
to acquire Ryan's Restaurant Group Inc. for roughly $835 million.
Pro forma for this transaction, the company's balance sheet will
be very highly leveraged, with 2006 lease-adjusted debt to EBITDA
of over 8.5x.  The borrower under the $610 million bank facility
is Buffets Inc., a subsidiary.

"The negative outlook reflects Buffets Holdings' weak credit
metrics and expectations that it may take time for credit metrics
to improve significantly to levels more consistent with current
ratings," said Standard & Poor's credit analyst Stella Kapur.

The ratings on Buffets reflect its highly leveraged balance sheet,
weak credit metrics, limited free cash flow generation,
inconsistent operating track record, and the highly competitive
nature of the restaurant industry.

Additionally, rising interest rates and still relatively high
gasoline prices are expected to place greater pressure on consumer
demand.  While Standard & Poor's anticipates that Buffets will
benefit from some cost savings and synergies over the next 18
months, these are not anticipated to be material enough to result
in a significant improvement in the company's financial profile.

As a result, credit metrics are likely to remain weak for current
ratings for the next few years.

Buffets is the largest operator of buffet-style restaurants in the
U.S. with four core brands, Old Country Buffet, HomeTown Buffet,
Ryan's Grill Buffet Bakery, and Fire Mountain.  While it will have
a sizable share (40%) of the $4 billion buffet/cafeteria business
following this transaction, the sector is a very small part of the
overall restaurant industry, with family, casual, and quick-
service restaurants providing intense competition.


BURGER KING: 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 restaurant sector, the rating agency revised
its Corporate Family Rating for Burger King Corporation to Ba3
from Ba2.

Additionally, Moody's held its Ba2 ratings on the company's
$150 million Senior Secured Revolver Due 2011 and $250 million
Senior Secured Term Loan A Due 2011.  Moody's assigned those loan
facilities an LGD3 rating suggesting lenders will experience a 35%
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%).

                       About Burger King

Miami, FL-based The Burger King -- http://www.burgerking.com/--  
operates more than 11,000 restaurants in more than 60 countries
and territories worldwide.  Approximately 90% of Burger King
restaurants are owned and operated by independent franchisees,
many of them family owned operations that have been in business
for decades.  Burger King Holdings Inc., the parent company, is
private and independently owned by an equity sponsor group
comprised of Texas Pacific Group, Bain Capital and Goldman Sachs
Capital Partners.


CALIFORNIA STEEL: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its Ba2 Corporate Family Rating for
California Steel Industries, Inc., and its Ba3 rating on the
company's $150 million issue of 6.125% senior unsecured global
notes due 2014.  Moody's also assigned an LGD5 rating to those
loans, suggesting noteholders will experience a 71% loss in the
event of a default.

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

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

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

Headquartered in 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.


CCM MERGER: 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
CCM Merger Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Five Year Senior
   Secured Revolver       B1       Ba3     LGD3       35%

   Seven Year Senior
   Secured Term Loan B    B1       Ba3     LGD3       35%

   8% Senior Unsecured
   Notes                  B3       B3      LGD5       88%

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

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

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

CCM Merger Inc. owns and operates MotorCity Casino in Detroit,
Michigan.


CHUKCHANSI ECONOMIC: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the gaming, lodging and leisure sectors, the
rating agency revised its Corporate Family Rating for Chukchansi
Economic Development Authority to B1 from B2.

Additionally, Moody's held its B2 ratings on the company's
8% Senior Notes Due 2013 and Floating Rate Notes Due 2012 and
assigned those debentures an LGD4 rating suggesting a projected
loss-given default of 65%.

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 Coarsegold, California, Chukchansi Economic
Development Authority operates resorts and casinos.


COLLINS & AIKMAN: Proposes Severance Package for Laid-Off Workers
-----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates seek
authority from the U.S Bankruptcy Court for the Eastern District
of Michigan to pay severance benefits in connection with their
planned reduction-in-force.

As part of their ongoing efforts to cut costs and increase
operational efficiency, the Debtors have determined, in
consultation with JPMorgan Chase Bank, N.A., the administrative
agent for their senior, secured prepetition lenders, and the
Official Committee of Unsecured Creditors, to implement the RIF.
In particular, the Debtors plan to reduce the number of salaried
employees by approximately 125, representing approximately
$7,600,000 in annual base salaries.

The Debtors want to provide severance benefits to employees
affected by the RIF.  For these employees, the Debtors intend to
give, upon execution of a release acceptable to the Debtors:

   (a) a severance package equivalent to (i) up to four weeks of
       base salary and (ii) any accrued and unused vacation; and

   (b) continued employee benefits for up to four weeks.

The base salary component of the Severance Benefits would be
subject to an aggregate limit of $650,000.

The cap does not include any payments to employees of non-debtors
that may be affected by the RIF.

Should additional reductions-in-force become necessary to complete
their restructuring process, the Debtors intend to return to the
Court for approval of severance-related benefits.

Although the Severance Benefits may impose certain short-term
costs, these costs are appreciably less than the operating losses
associated with maintaining the corporate employees, Ray C.
Schrock, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
tells Judge Rhodes.

Furthermore, Mr. Schrock continues, the Debtors believe that
failing to provide the Severance Benefits would only diminish
employee morale at this critical time in their Chapter 11 cases,
which in turn would hinder their efforts to efficiently carry out
and complete the restructuring process.

Mr. Schrock assures the Court that the Severance Benefits have
been carefully structured to avoid unnecessary or excessive
expenditure.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COLLINS & AIKMAN: Wants Status Conference Held on October 26
------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates strongly
believe that it is appropriate to update the U.S. Bankruptcy Court
for the Eastern District of Michigan regarding the status of
several negotiations with their six principal customers regarding
the global resolutions necessary to satisfy certain conditions to
confirmation and for the Debtors to emerge from Chapter 11.

Accordingly, the Debtors ask the Court to schedule a conference on
Oct. 26, 2006, at 2:00 p.m., with the Official Committee of
Unsecured Creditors; JPMorgan Chase Bank, N.A., the administrative
agent for both their senior, secured prepetition lenders, and
senior secured postpetition lenders; and the United States
trustee.

Given the sensitive and confidential nature of the information to
be discussed, consistent with Section 107 of the Bankruptcy Code,
the Debtors propose that the status conference take place in
chambers or in a sealed courtroom.

The Debtors tell Hon. Steven Rhodes that they filed a Joint Plan
of Reorganization and an accompanying Disclosure Statement on
Aug. 30, 2006.

In September 2006, the Debtors obtained an extension of their
exclusive right to (a) propose and file a plan to Oct. 27, 2006,
and (b) solicit and obtain acceptances of that plan to Dec. 27,
2006.

The Debtors continue to be engaged in the negotiations.  In
addition, the Debtors and the unofficial steering committee for
the Debtors' senior secured prepetition lenders continue to be
engaged in a dialogue with the Official Committee of Unsecured
Creditors regarding a consensual plan.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COMPLETE RETREATS: Creditors Committee Hires Kramer as Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Complete Retreats
LLC and its debtor-affiliates' chapter 11 cases obtained
permission from the U.S. Bankruptcy Court for the District of
Connecticut to retain Kramer Capital Partners, LLC, as its
financial advisor, nunc pro tunc to Aug. 7, 2006.

The Court directed Kramer Capital Partners LLC to render
professional services to the Creditors Committee consistent with
the Committee's powers and duties as defined by Section 1103 of
the Bankruptcy Code.

As reported in the Troubled Company Reporter on Sept. 7, 2006,
Joel S. Lawson III, chair of the Creditors Committee, told the
Court that Kramer is particularly well suited for the type of
representation required by the Committee.  The principals and
professionals of Kramer have extensive experience working with
financially troubled entities in complex financial
reorganizations, both in Chapter 11 cases and in out-of-court
restructuring situations.

As the Committee's financial advisor, Kramer will:

   (a) evaluate the Debtors' assets and liabilities;

   (b) analyze the Debtors' financial and operating statements;

   (c) analyze the Debtors' business plans and forecasts;

   (d) evaluate the Debtors' liquidity, DIP financing, cash
       collateral usage and adequate protection, and the
       prospects for any exit financing in connection with any
       plan of reorganization and any budgets;

   (e) provide specific valuation or other financial analyses;

   (f) assess the financial issues and options concerning the
       sale of the Debtors or their assets and structure a plan
       of reorganization; and

   (g) provide testimony in Court on the Committee's behalf.

The Debtors will pay Kramer:

   (1) a $100,000 monthly advisory fee; and

   (2) upon the effective date of a confirmed Chapter 11 plan or
       the closing of any other Transaction, a $500,000
       transaction fee, payable in either cash or in the
       securities or consideration received by the unsecured
       creditors of the Debtors.

Kramer will also be reimbursed for its out-of-pocket expenses,
provided that the amount will not exceed $25,000 in the aggregate
for any one monthly period without the prior written consent of
the Committee.

Furthermore, the Debtors will indemnify and will hold harmless
Kramer and its affiliates from and against all losses, claims or
liabilities in connection with Kramer's provision of services to
the Committee or any transactions contemplated.

Derron S. Slonecker, a managing director at Kramer, disclosed
that the firm provides services, or has in the past provided
services, to entities, which may be creditors of the Debtors or
have interests adverse to the Debtors or the Committee in matters
unrelated to the Debtors or their bankruptcy cases.

A five-page list of the Interested Parties that Kramer currently
represents in matters unrelated to the Debtors' bankruptcy cases
is available for free at http://researcharchives.com/t/s?1129

Kramer will not be representing any of the Interested Parties in
the Chapter 11 cases, Mr. Slonecker assured the Court.  Moreover,
Kramer's representation of the Parties has not resulted in the
firm having knowledge of any facts or information that would
adversely affect the Parties' rights, obligations or treatment in
the bankruptcy cases or in any related proceedings.

Aside from the Interested Parties, Kramer does not hold or
represent any interests materially adverse to those of the
Committee and is disinterested as defined in Section 101(14) of
the Bankruptcy Code, Mr. Slonecker said.

                     About Complete Retreats

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


COMPLETE RETREATS: Seeks Court OK on First Insurance Premium Pact
-----------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut for authority to
execute a Premium Finance Agreement and Disclosure Statement with
First Insurance Funding Corp. for the financing of coverage
essential for the operation of its business operations, including
umbrella, general liability, and property insurance policies.

In the ordinary course of business, the Debtors maintain
insurance coverage for themselves and their properties.  To
reduce the burden of funding the premiums of their insurance
policies, the Debtors have in the past routinely entered into
various financing agreements.

Pursuant to the FIFC Premium Finance Agreement, FIFC will provide
financing to the Debtors for the purchase of three Policies:

Policy                                 Effective      Policy
Number      Insurance Company             Date        Premium
------      -----------------          ---------      -------
NHA036341   RSUI Indemnity Company     8/29/2008      $36,000
                                       FIN TXS/FEES         0
                                       ERN TXS/FEES         0

GL000302-02 Aspen Specialty Insurance  8/29/2008       56,330
                                       FIN TXS/FEES     2,906
                                       ERN TXS/FEES     1,800

7522791     Lexington Insurance Co.    8/29/2006      293,149
                                       FIN TXS/FEES    15,032
                                       ERN TXS/FEES     7,500

The premium to be financed pursuant to the Premium Finance
Agreement is $302,563, which is in addition to the $110,154 cash
down payment delivered upon purchase of the Policies.  By virtue
of the Premium Finance Agreement, the Debtors will be obligated
to pay FIFC $313,059, which includes a financing charge of
$10,495 in nine monthly installments of $34,784 each.

The Premium Finance Agreement provides FIFC with various rights
to act against the Policies.

To secure the repayment of the indebtedness due under the Premium
Finance Agreement, the Debtors would grant FIFC a security
interest in, among other things, the unearned premiums of the
Policies.  The Debtors would appoint FIFC as their attorney-in-
fact with the irrevocable power to cancel the Policies and to
collect the unearned premium in the event that they are in
default of their obligations under the Premium Finance Agreement.

To grant adequate protection to FIFC, the parties also agree that
the Debtors would be authorized and directed to timely make all
payments due under the Premium Finance Agreement and FIFC would
be authorized to receive and apply those payments to the
indebtedness owed by the Debtors to FIFC as provided in the
Premium Finance Agreement.

The parties further agree that if the Debtors do not make any of
the payments due under the Premium Finance Agreement as they
become due, the automatic stay would automatically lift and be
vacated to enable FIFC and any insurance companies providing the
coverage under the Policies to take all steps necessary and
appropriate to:

   -- cancel the Policies,
   -- collect the collateral, and
   -- apply that collateral to the indebtedness owed to FIFC by
      the Debtor;

provided that in exercising those rights, FIFC and insurance
companies would be required to comply with the notice and other
relevant provisions of the Premium Finance Agreement.

The Debtors believe that the terms of the Finance Agreement are
commercially fair and reasonable.  Without the Policies, the
Debtors would be forced to cease operations and would be in
default under their postpetition credit agreements, Jeffrey K.
Daman, Esq., at Dechert LLP, in Hartford, Connecticut, asserts.

                     About Complete Retreats

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


CONGOLEUM CORP: Continental Casualty Files Disclosure Statement
---------------------------------------------------------------
Continental Casualty Company and Continental Insurance Company
filed a Second Modified Joint Plan of Reorganization and a
Disclosure Statement explaining that plan with the Honorable
Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District
of New Jersey in Trenton in Congoleum Corporation and its debtor-
affiliates' chapter 11 cases.

The CNA Plan provides for the issuance of injunctions under
Sections 105(A), 1123(B) and 1141 of the Bankruptcy Code that
result in the channeling of all asbestos related claims of the
Debtors into a trust.

Senior Note Claims, Rejection Damages Claims, Asbestos Personal
Injury Claims, Asbestos Property Damage Claims, Insurance Company
Claims, and Congoleum Interests are impaired under the CNA Plan.
The Claims of Congoleum's other Creditors and Interest Holders are
not impaired under the CNA Plan.

Distributions under the CNA Plan to creditors of the Debtors will
be the responsibility of the Reorganized Debtors.  Distributions
under the CNA Plan to holders of Plan Trust Asbestos Claims will
be the responsibility of the Plan Trust, and the Reorganized
Debtors will have no liability for it.

           CNA Plan vs. Debtors' 10th Modified Plan

Equity in Reorganized Congoleum:

Under the CNA Plan 80% of Congoleum's New Common Stock will be
placed in the Plan Trust and used to fund distributions to holders
of Asbestos Personal Injury Claims.  New Common Stock will have
full voting rights and the remaining 20% of New Common Stock will
be issued to existing management as part of a management incentive
program.

Under the Debtors' Tenth Modified Plan, if holders of Senior Note
Claims accept the Plan, then 3.8 million shares of New Class A
Common Stock will be issued to the Plan Trust.  The Insurers
contend that this doesn't provide the Plan Trust with control over
Congoleum.  Rather, control will remain with the current equity
owners.

The Debtors' Modified Plan also calls for issuance to the Plan
Trust of a New Convertible Security in the form of a $2.74 million
promissory note.  However, if Senior Note holders accept the Plan,
the promissory note will not have any voting rights at the time of
confirmation.  If the Senior Note holders reject the Plan, a new
category of common stock will be issued to the Plan Trust.

The Insurers argue that even in this instance, the Plan Trust
still won't receive a majority interest in Reorganized Congoleum.
The allocation of Reserved Common Stock between the Plan Trust and
the Senior Note holders will be determined at an "Allocation
Proceeding" and depending on the Bankruptcy Court's ruling, the
Plan Trust may receive less than a majority interest in
Reorganized Congoleum, the Insurers relate.

Discriminatory Treatment of Certain
Asbestos Personal Injury Claims:

Under the CNA Plan, Secured Asbestos Claimants will be treated
pari passu with all other Asbestos Personal Injury Claimants.  Any
Secured Asbestos Claimant who does not elect this treatment will
be subject to litigation seeking subordination, avoidance or
transfer of any security interests to the Congoleum estate and
avoidance, subordination, or disallowance of any obligation of
Congoleum under the Claimant or Pre-Petition Settlement
Agreements.

The Insurers say that the avoidance and other relief are designed
to eliminate the discriminatory treatment afforded by the Debtors
to Secured Asbestos Claimants and is a condition to the
confirmation of the CNA Plan.

Under the Debtors' Plan, two settlements, Class 2 and the Class 3
and 11 settlements, serves to perpetuate the discriminatory
treatment afforded under the Claimant Agreement and the
prepackaged plan to certain secured asbestos claimants.

The Insurers complain that the Class 2 Settlement provides a
substantially greater recovery to certain asbestos claimants than
recoveries available to other similarly situated asbestos
claimants.

Under either settlement, the Insurers say that Secured Asbestos
Claimants may be able to continue to assert their fully secured or
partially secured claims against Congoleum, and any Plan Trust
Bankruptcy Cause of Action is transferred to the Plan Trust for
adjudication after the effective date of the Debtors' Modified
Plan.

Trust Distribution Procedures:

The Insurers tell the Court that their Plan provides for a set of
trust distribution procedures designed to provide for a fair
allocation of available Plan Trust Assets among Asbestos Personal
Injury Claimants holding valid Claims and, conversely, barring
dilution of their position by holders of invalid Claims.  Their
TDP also require that claimants prove exposure to asbestos from a
product manufactured, made, supplied, distributed, marketed,
handled, fabricated, stored, sold, installed, removed, used,
specified, or released by any Debtor and/or any of its Affiliates
that contained asbestos.

The Insurers contend that the Debtors' current TDP, filed on
Sept. 15, 2006, incorporate extremely lax medical verification
criteria, provide for openended exceptions to this criteria and
will result in distributions to medically unimpaired claimants.

The Debtors' current TDP also continues to discriminate between
and among claimants and only require "minimum exposure" to a
Congoleum Asbestos-Containing Product.

Furthermore, the Insurers relate, the Debtors' TDP do not require
that a Claimant actually be exposed to asbestos fibers released
from a Congoleum Asbestos-Containing Product, and do not define
exposure, the duration of any such exposure or those activities
that would create exposure.

Absolute Priority Issue:

The CNA Plan distributes 80% of all New Common Stock to the Plan
Trust, with existing equity maintaining no interest in property of
Reorganized Congoleum by reason of its former equity interest.
Under the Debtors' Modified Plan, to the extent the Senior Note
holders accept the Debtors' new Plan, and in the event any
impaired Class of Claims rejects the Debtors' Modified Plan and
receives less than full payment, this Class may object to the
retention by existing equity of its stock and voting control over
Reorganized Congoleum.

Conflicts:

The Insurers tell the Court that the CNA Plan places control over
the Plan Trust Bankruptcy Causes of Action in the Plan Trust or an
independent estate representative appointed by the Bankruptcy
Court.  The two Entities will be completely neutral parties not
subject to the control of the Plaintiffs' asbestos bar.

The Debtors' Modified Plan and related Plan Trust Agreement
however, the Insurers say, continue to place control over the Plan
Trust Bankruptcy Causes of Action in the Trust Advisory Committee.
The Trust Advisory Committee consists of the two Claimants'
Representatives and other members of the plaintiffs' asbestos bar,
creating obvious conflicts of interest arising from the
contingency fees these lawyers may receive.

Contributions to the Plan Trust:

The Insurers argue that under their Plan 80% of the New Common
Stock will be contributed to the Plan Trust, thus insuring the
evergreen source of funding contemplated by controlling case law.
Unlike the Debtors' Tenth Modified Plan, the Plan Trust will also
be funded by all proceeds Disgorgement/Conduct Causes of Action
The CNA Plan does not require the Plan Trust to provide loans
Reorganized Congoleum to fund its operations.

The Insurers disclose that the Debtors' Modified Plan does not
provide for the Plan Trust to have voting control over Reorganized
Congoleum.  The Debtors' Modified Plan also requires the Plan
Trust to become a financier of the Debtors through:

    (a) a partially secured Plan Trust Note with a principal
        amount of approximately $14 million and

    (b) a $5 million "escrow" loan to pay the holders of Senior
        Note claims.

Kevin Coughlin, Esq.; William J. Metcalf, Esq.; and Mark Silver,
Esq., at Coughlin Duffy, LLP; Steven P. Handler, Esq.; Derek J.
Meyer, Esq.; and Jason J. DeJonker, Esq., at McDermott Will &
Emery LLP; John R. Gerstein, Esq., Charles I. Hadden, Esq., and
Sheila R. Caudle, Esq., at Ross, Dixon & Bell L.L.P.; and Lewis S.
Rosenbloom, Esq.; David D. Cleary, Esq.; and Dean C. Gramlich,
Esq., LeBoeuf, Lamb, Greene & MacRae LLP represent Continental
Casualty Company and Continental Insurance Company.

A full-text copy of CNA's Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=061012020702

                       About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:
CGM) -- http://www.congoleum.com/-- manufactures and sells
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.  The Company
filed for chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case
No. 03-51524) as a means to resolve claims asserted against it
related to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent
the Debtors in their restructuring efforts.  Elihu Insulbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Claimants' Committee.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Orrick,
Herrington & Sutcliffe LLP, and Ravin Greenberg PC.  Michael S.
Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the
Official Committee of Unsecured Bondholders.  When Congoleum filed
for protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.

At June 30, 2006. Congoleum Corporation's balance sheet showed a
$44,013,000 stockholders' deficit compared with a $44,960,000
deficit at Dec. 31, 2005.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX: ABL).


CONGOLEUM CORP: Says Continental Casualty's Plan is Unconfirmable
----------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates and the Official
Committee of Unsecured Asbestos Claimants ask the Honorable
Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District
of New Jersey in Trenton for summary judgment that the Second
Modified Joint Plan of Reorganization of Continental Casualty
Company and Continental Insurance Company is unconfirmable as a
matter of law, pursuant to Rule 56 of the Federal Rules of Civil
Procedure and Rule 7056 of the Federal Rules of Bankruptcy
Procedure.

The Debtors and the Asbestos Committee said that the CNA Plan:

   (a) cannot be confirmed because CNA does not have standing to
       propose or solicit the CNA Plan due to the Eleventh Plan's
       insurance neutrality;

   (b) impermissibly circumvents the requirements of
       Section 524(g) of the Bankruptcy Code through the
       application of Section 105(a) of the Bankruptcy Code;

   (c) fails to meet the feasibility requirement of
       Section 1129(a)(11) of the Bankruptcy Code that
       confirmation of the CNA Plan is not likely to be followed
       by liquidation or the need for further financial
       reorganization; and

   (d) fails to provide for the classification or treatment of
       claims for damages arising from the rejection of the
       Claimant Agreement, the Collateral Trust Agreement, the
       Pre-Petition Settlement Agreements, and the Security
       Agreement.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:
CGM) -- http://www.congoleum.com/-- manufactures and sells
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.  The Company
filed for chapter 11 protection on Dec. 31, 2003 (Bankr. N.J.
Case No. 03-51524) as a means to resolve claims asserted against
it related to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent
the Debtors in their restructuring efforts.  Elihu Insulbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Claimants' Committee.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Orrick,
Herrington & Sutcliffe LLP, and Ravin Greenberg PC.  Michael S.
Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the
Official Committee of Unsecured Bondholders.  When Congoleum filed
for protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.

At June 30, 2006. Congoleum Corporation's balance sheet showed a
$44,013,000 stockholders' deficit compared with a $44,960,000
deficit at Dec. 31, 2005.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX: ABL).


CONSECO INC: Completes $478 Million Credit Facility Refinancing
---------------------------------------------------------------
Conseco Inc. completed the refinancing of its credit facility,
increasing the principal amount outstanding under the credit
facility from $478 million to $675 million and extending the
maturity from 2010 to 2013.

The Company disclosed that interest rate on the amended facility
will be 200 basis points over LIBOR, an increase of 25 basis
points over the prior facility and that it is using approximately
$200 million of the proceeds from the refinancing to strengthen
the capital of its insurance subsidiaries.

Headquartered in Carmel, Indiana, Conseco, Inc. (NYSE:CNO)
-- http://www.conseco.com/-- through its subsidiaries, engages in
the development, marketing, and administration of supplemental
health insurance, annuity, individual life insurance, and other
insurance products throughout the United States.  The company
operates in two segments, Bankers Life and Conseco Insurance.  The
Bankers Life segment markets and distributes Medicare supplement
insurance, life insurance, long term care insurance, and certain
annuity products to the senior market.


CONSECO INC: Court of Appeals Says Insurance Pact Not Executory
---------------------------------------------------------------
The U.S. Court of Appeals for the Seventh Circuit affirmed
District Court Judge Robert W. Gettleman's decision upholding the
U.S. Bankruptcy Court for the Northern District of Illinois'
decision to disallow claims arising out of Conseco, Inc.'s alleged
breach of four prepetition "split-dollar" agreements with Stephen
Hilbert, its former chief executive officer.

                         Alleged Breach

Prior to its bankruptcy filing, Conseco was party to four "split-
dollar" agreements under which it agreed to contribute premiums
toward life insurance policies with a total death benefit of
approximately $87.5 million.

Pursuant to the agreements, Conseco agreed to pay virtually all of
the annual premiums due on each of the insurance policies.  When
the death payments were to be paid, the Debtor was entitled to be
reimbursed for all the premium payments it had made.  The two
Trusts would get the remaining balance from the policies after
Conseco was reimbursed.

Only two events would terminate the agreements before the death
benefits came due -- a bankruptcy filing by Conseco or Mr.
Hilbert's failure to pay his share of the annual premiums.

Conseco stopped paying premiums on the policies in December 2001.
Mr. Hilbert's employment with the Debtor had ended approximately a
year and half prior to that time.  On December 2002, Conseco filed
for bankruptcy.  Two months after, the Trusts filed their claims,
seeking recoveries for Conseco's alleged breaches under the
agreements.

                       Conseco's Defense

When it moved to dismiss the Hilbert Trusts' claims, Conseco
argued that the filing of its bankruptcy petition triggered the
early termination provision of the contract.

Section 365 of the Bankruptcy Code commonly invalidates early
termination provisions of contracts.  However, the provision only
applies to executory contracts and the Debtor claimed that since
the agreements were not executory contracts, then its bankruptcy
ended all payment obligations by virtue of the early termination
clause.

The Hilbert Trusts presented two alternative arguments to bolster
their claims.

First, the Trusts said Conseco failed to waive its rights upon
termination by failing to exercise them in reasonable time.  The
Trusts claimed the Debtor's notice in September 2004 if its intent
to exercise its termination rights amounted to a two-year period
of silence, giving rise to a factual issue of reasonableness.

Second, the Trusts argued that Conseco could not exercise its
early termination rights because it had breached the agreements by
discontinuing payments one year before its bankruptcy filing.

                      Court's Decision

The Bankruptcy Court, and ultimately the Court of Appeals, agreed
with the Debtor's arguments.  The Court of Appeals concurred that
Conseco's obligations under the agreements stopped when it filed
for bankruptcy.  The Court of Appeals explained that a contract is
executory if "each party is burdened with obligations which if not
performed would amount to a material breach."  The Court said this
element was not present in the Debtor's agreements with Mr.
Hilbert.

In a decision published at 2006 WL 2328635, the Court of appeals
held that:

     -- the contractual obligations remaining on the petition date
        were not significant and, thus, the agreements were not
        executory, and their early-termination clauses were not
        invalidated by the Bankruptcy Code;

     -- the Debtor did not waive its termination rights; and

     -- even if debtor breached the agreements by discontinuing
        the insurance payments a year before filing for
        bankruptcy, the Trusts were not entitled to any damages as
        a result.

William L. O'Connor, Esq., at Dann, Pecar, Newman & Kleiman, PC,
represented the Trusts.  Timothy D. Elliott, Esq., at Rathje &
Woodward, LLC, represented Conseco.

                         About Conseco

Headquartered in Carmel, Indiana, Conseco, Inc. (NYSE:CNO) --
http://www.conseco.com/-- through its subsidiaries, engages in
the development, marketing, and administration of supplemental
health insurance, annuity, individual life insurance, and other
insurance products throughout the United States.  The company
operates in two segments, Bankers Life and Conseco Insurance.  The
Bankers Life segment markets and distributes Medicare supplement
insurance, life insurance, long term care insurance, and certain
annuity products to the senior market.

Conseco and its affiliates filed for Chapter 11 protection on
December 17, 2002 (Bankr. N.D. Ill. Case No. 02-49672).  On
September 9, 2003, the Bankruptcy Court entered an order
confirming Conseco's plan of reorganization, and the plan became
effective the following day.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' senior debt
rating to Conseco Inc.'s $675 million senior secured term loan due
2013.


CONSOL ENERGY: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its Ba2 Corporate Family Rating for CONSOL
Energy 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
   ----------           -------  -------  ------   ----------
   $250 Million
   7.875% Guaranteed
   Senior Secured
   Notes due 2012         Ba2      Ba1     LGD2       28%

   $45 Million
   8.25% Guaranteed
   Senior Secured
   MTNs due 2007          Ba2      Ba1     LGD2       28%

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

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

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

Headquartered in Pittsburgh, Pennsylvania, CONSOL Energy Inc.
produces coalbed methane.


CONSOLIDATED CONTAINER: Amends 2006 and 2005 Financial Statements
-----------------------------------------------------------------
Consolidated Container Company, LLC, delivered its amended
financial statements on Form 10-K/A for the fiscal year ended
Dec. 31, 2005, and on Form 10-Q/A for the three months ended
March 31, 2006, to the Securities and Exchange Commission.

The amended annual and quarterly reports restate the Company's
financial statements, updated its disclosures contained to reflect
events that occurred at a later date.

                    Restated Annual Financials

The Company incurred a $22.2 million net loss on $844.5 million of
net revenues for the fiscal year ended Dec. 31, 2005, compared to
a $24 million net loss on $758.6 million of net revenues for the
year ended Dec. 31, 2004.

At Dec. 31, 2005, the Company's balance sheet showed total assets
of $701.1 million and total liabilities of $811.1 million,
resulting in a $109.9 million stockholders' deficit.

                   Restated Quarterly Financials

For the three months ended March 31, 2006, the Company reported
$353,000 of net income on $222.9 million of net revenues compared
to a $12.1 million net loss on $204.5 million of net revenues for
the three months ended March 31, 2004.

At March 31, 2006, the Company's balance sheet showed total assets
of $685.4 million and total liabilities of $795 million, resulting
in a $109.5 million stockholders' deficit.

A full-text copy of the Company's Restated Financial Report
for the Year Ended Dec. 31, 2005, is available for free
at http://researcharchives.com/t/s?1378

A full-text copy of the Company's Restated Financial Report
for the Quarter Ended March 31, 2006 is available for free
at http://researcharchives.com/t/s?1379

                        Going Concern Doubt

Deloitte & Touche LLP expressed substantial doubt about
Consolidated Container's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended Dec 31, 2005.  The auditing firm pointed to the
Company's inability to obtain a waiver for covenant violations on
its Senior Credit Facility.

Headquartered in Atlanta, Georgia, Consolidated Container Company
LLC -- http://www.cccllc.com/-- which was created in 1999,
develops, manufactures and markets rigid plastic containers for
many of the largest branded consumer products and beverage
companies in the world.  CCC has long-term customer relationships
with many blue-chip companies including Dean Foods, DS Waters of
America, The Kroger Company, Nestle Waters North America, National
Dairy Holdings, The Procter & Gamble Company, Coca-Cola North
America, Quaker Oats, Scotts and Colgate-Palmolive.  CCC serves
its customers with a wide range of manufacturing capabilities and
services through a nationwide network of 61 strategically located
manufacturing facilities and a research, development and
engineering center.  Additionally, the company has 4 international
manufacturing facilities in Canada, Mexico and Puerto Rico.


CONSOLIDATED CONTAINER: Has $106.7 Mil. Equity Deficit at June 30
-----------------------------------------------------------------
Consolidated Container Company LLC reported $2.4 million of net
income on $218.3 million of net revenues for the three months
ended June 30, 2006, compared to a $2.3 million net loss on
$213.8 million of net revenues for the three months ended June 30,
2005.

At June 30, 2006, the Company's balance sheet showed total assets
of $682.5 million and total liabilities of $789.2 million,
resulting in a $106.7 million stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $188.9 million in total current assets and $374.3 million in
total current liabilities.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?137a

                        Going Concern Doubt

Deloitte & Touche LLP expressed substantial doubt about
Consolidated Container's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended Dec 31, 2005.  The auditing firm pointed to the
Company's inability to obtain a waiver for covenant violations on
its Senior Credit Facility.

Headquartered in Atlanta, Georgia, Consolidated Container Company
LLC -- http://www.cccllc.com/-- which was created in 1999,
develops, manufactures and markets rigid plastic containers for
many of the largest branded consumer products and beverage
companies in the world.  CCC has long-term customer relationships
with many blue-chip companies including Dean Foods, DS Waters of
America, The Kroger Company, Nestle Waters North America, National
Dairy Holdings, The Procter & Gamble Company, Coca-Cola North
America, Quaker Oats, Scotts and Colgate-Palmolive.  CCC serves
its customers with a wide range of manufacturing capabilities and
services through a nationwide network of 61 strategically located
manufacturing facilities and a research, development and
engineering center.  Additionally, the company has 4 international
manufacturing facilities in Canada, Mexico and Puerto Rico.


CONSTELLATION BRANDS: Restates Certificate of Incorporation
-----------------------------------------------------------
Constellation Brands Inc. filed a Certificate of Elimination with
the Secretary of State for the State of Delaware effecting the
elimination from the Company's Restated Certificate of
Incorporation of all matters relative to its 5.75% Series A
Mandatory Convertible Preferred Stock set forth in the Certificate
of Designations.

The Company disclosed that no shares of the Preferred Stock were
issued and are outstanding following its automatic conversion into
shares of the Company's Class A Common Stock on Sept. 1, 2006.

The Company also disclosed that on Oct. 11, 2006 and following the
filing and effectiveness of the Certificate of Elimination, it
filed a Restated Certificate of Incorporation with the Secretary
of State of the State of Delaware, restating and integrating,
without further amending, the Company's Certificate of
Incorporation.

A full text-copy of the Certificate of Elimination of the 5.75%
Series A Mandatory Convertible Preferred Stock may be viewed at no
charge at http://ResearchArchives.com/t/s?1372

A full text-copy of the Restated Certificate of Incorporation of
Constellation Brands may be viewed at no charge at
http://ResearchArchives.com/t/s?1373

Based in Fairport, New York, Constellation Brands, Inc. (NYSE:STZ,
ASX:CBR) -- http://www.cbrands.com/-- produces and markets
beverage alcohol brands with a broad portfolio across the wine,
spirits and imported beer categories.  Well-known brands in
Constellation's portfolio include: Almaden, Arbor Mist, Vendange,
Woodbridge by Robert Mondavi, Hardys, Nobilo, Kim Crawford, Alice
White, Ruffino, Kumala, Robert Mondavi Private Selection, Rex
Goliath, Toasted Head, Blackstone, Ravenswood, Estancia,
Franciscan Oakville Estate, Inniskillin, Jackson-Triggs, Simi,
Robert Mondavi Winery, Stowells, Blackthorn, Black Velvet,
Mr. Boston, Fleischmann's, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Corona
Extra, Corona Light, Pacifico, Modelo Especial, Negra Modelo, St.
Pauli Girl, Tsingtao.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2006,
Moody's Investors Service assigned a (P)Ba2 rating to
Constellation Brands, Inc.'s new shelf and concurrently, a Ba2
rating to Constellation's new $500 million senior unsecured note,
due 2016.  Constellation's existing ratings are not affected by
these actions, and have been affirmed.  The ratings outlook
remains negative.

As reported in the Troubled Company Reporter on Sept. 26, 2006
Moody's Investors Service's, in connection with its implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. beverage company sector, affirmed its Ba2
Corporate Family Rating for Constellation Brands Inc., and
downgraded its Ba3 probability-of-default rating to B1.  The
rating agency also assigned its LGD6 loss-given-default ratings on
the Company's $250 million 8.125% Senior Subordinated Notes due
Jan. 15, 2012, suggesting noteholders will experience a 95% loss
in the event of a default.


CONTINENTAL AIRLINES: Accrues $100 Million Profit Sharing Pool
--------------------------------------------------------------
Larry Kellner, chairman and chief executive officer, and Jeff
Smisek, president, of Continental Airlines Inc., will be hosting a
series of employee meetings, where they will provide company
update.

At the meetings, Mr. Kellner and Mr. Smisek will report a profit
for the third quarter of 2006 and that, through Sept. 30, 2006, it
has accrued an employee profit sharing pool of over $100 million.

The actual amount of profit sharing to be distributed to employees
on Feb. 14, 2007, depends on its full-year financial results.
Accordingly, the final profit sharing pool may exceed or be less
than $100 million, depending on its financial performance in the
fourth quarter of 2006.

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
3,200 daily departures throughout the Americas, Europe and Asia,
serving 154 domestic and 138 international destinations.  More
than 400 additional points are served via SkyTeam alliance
airlines.  With more than 43,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 61 million passengers
per year.  Continental consistently earns awards and critical
acclaim for both its operation and its corporate culture.

                          *     *     *

As reported in the Troubled Company Reporter on May 29, 2006,
Standard & Poor's Ratings Services assigned its 'AAA' preliminary
rating to Continental Airlines Inc.'s (B/Negative/B-3)
$190 million Class G pass-through certificates, and its 'B+'
preliminary rating to the $130 million Class B pass-through
certificates.

As reported in the Troubled Company Reporter on May 26, 2006,
Moody's Investors Service assigned Aaa rating to the Class G
Certificates and B1 rating to the Class B Certificates of
Continental Airlines, Inc.'s 2006-1 Pass Through Trusts Pass
Through Certificates, Series 2006-1.


COPANO ENERGY: Inks $100 Mil. Unsecured Term Loan Deal with BofA
----------------------------------------------------------------
Copano Energy, L.L.C., entered into a $100 million unsecured term
loan facility with Banc of America Securities LLC and its
affiliates on Sept. 29, 2006.

The maturity date of the new term loan is Nov. 1, 2010.  The
proceeds of the loan were used to reduce outstanding indebtedness
under Copano's senior secured revolving credit facility from $150
million to $50 million.  Copano concurrently requested a reduction
in the commitment amount under the senior credit facility from
$350 million to $200 million, which was effective Sept. 29, 2006.

Headquartered in Houston, Texas, Copano Energy, L.L.C. --
http://www.copanoenergy.com/-- is a midstream natural gas company
with natural gas gathering, intrastate pipeline and natural gas
processing assets in the Texas Gulf Coast region and in Central
and Eastern Oklahoma.


COPANO 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 for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its B1 corporate
family rating on Copano Energy, LLC.

At the same time, the rating agency held its B2 probability-of-
default rating on the Company's 8.125% Senior Unsecured Global
Notes due 2016, and attached an LGD5 rating on these notes,
suggesting noteholders will experience a 72% loss in the event of
a default.

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

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

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

Headquartered in Houston, Texas, Copano Energy, L.L.C. --
http://www.copanoenergy.com/-- is a midstream natural gas company
with natural gas gathering, intrastate pipeline and natural gas
processing assets in the Texas Gulf Coast region and in Central
and Eastern Oklahoma.


C.R. STONE: Judge Hillman Says Settlement Won't Benefit Estate
--------------------------------------------------------------
The Hon. William C. Hillman, of the U.S. Bankruptcy Court for the
District of Massachusetts, denied the request of Joseph G. Butler,
Esq., the Chapter 7 trustee appointed in C.R. Stone Concrete
Contractors, Inc.'s to enter into stipulations compromising and
settling estate claims:

    * against John Marini Management Company, The Framing Company,
      and Lenox-Norwood LLC for $25,000; and

    * against Dalton Builders and Plumb House for $35,000.

Under the stipulations, in exchange for the cash payments, the
Chapter 7 Trustee agreed to dismiss complaints against the
companies and release all estate claims against them.  The Debtor
had filed adversary proceedings against the parties before its
case was converted to a chapter 7 liquidation, alleging tortuous
interference with the Debtor's contracts and conspiring to steal
the Debtor's business.

                        Factors to Consider

Judge Hillman stated that in considering whether to approve a
settlement, a bankruptcy court must balance the value of the claim
against the value of the proposed settlement.  The specific
factors in which a bankruptcy court considers when making this
determination include:

    (i) the probability of success in the litigation being
        compromised;

   (ii) the difficulties, if any, to be encountered in the matter
        of collection;

  (iii) the complexity of the litigation involved, and the
        expense, inconvenience and delay attending it; and,

   (iv) the paramount interest of the creditors and a proper
        deference to their reasonable views in the premise.

                   Judge Hillman's Decision

Judge Hillman said that, for a number of reasons, he couldn't
characterize the Chapter 7 Trustee's investigation as diligent,
and thus accorded little weight to the Trustee's determination
that the Stipulations are in the best interest of the estate, and
examined the Stipulations using the four factors on his own.

In a decision published at 2006 WL 2079139, Judge Hillman related
that the Debtor's complaint, though by no means certain to bear
fruit, has at least a modest chance of providing a recovery to the
estate far in excess of that provided by the Stipulations.
Litigating the claims contained in the Complaint will not subject
the Trustee to any extraordinary costs, or, in fact, to any
considerable costs at all.  Judge Hillman concluded that the
Stipulations provide little to no benefit to creditors considering
the opportunities for recovery that they would forfeit if the
Stipulations were approved.

Headquartered in Franklin, Massachusetts, C.R. Stone Concrete
Contractors, Inc., operated a business performing concrete
contracting, design and installation in all phases of
construction.  The Debtor filed for Chapter 11 protection on Feb.
18, 2005 (Bankr. D. Mass. Case No. 05-11119).  Alan L. Braunstein,
Esq., at Riemer & Braunstein, LLP, represents the Debtor.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $1 million and $10 million.

On August 17, 2005, the Court converted the Debtor's case to a
chapter 7 liquidation.  Joseph G. Butler, Esq., at Barron &
Stadfeld, P.C., was appointed as Chapter 7 Trustee.


CROWN CASTLE: $5.8 Billion Global Merger Cues S&P's Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings of Houston,
Texas-based wireless tower operator Crown Castle International
Corp. and its related entities on CreditWatch with negative
implications, including its 'BB' corporate credit rating and the
'BBB-' secured bank loan rating of intermediate holding company
Crown Castle Operating Co.

However, the '3' recovery rating for this bank loan is not on
CreditWatch.

The action followed the company's agreement to acquire wireless
tower operator Global Signal Inc. for $5.8 billion in a
transaction that is expected to close in the first quarter of
2007.

The purchase includes a cash component and assumed debt.  Pro
forma for the transaction, the company is expected to have
$5.4 billion of total debt and $338 million of preferred stock.

As a result, Crown Castle's pro forma debt to EBITDA as of
June 30, 2006, is above 8x (before adjustments for preferred
stock and operating leases), compared to the low-7x area that
was previously expected for 2006.

"We will evaluate prospects for the business over the next few
years as well as management's prospective financial policy in
light of this more-aggressive leverage to resolve the CreditWatch
listing," said Standard & Poor's credit analyst Catherine
Cosentino.


CST INDUSTRIES: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its B2 Corporate Family Rating for CST
Industries, 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
   ----------           -------  -------  ------   ----------
   $20 Million
   Senior Secured
   1st Lien Bank
   Facility due 2011      B2       B1      LGD3       34%

   $100 Million
   Senior Secured
   1st Lien Bank
   Facility due 2013      B2       B1      LGD3       34%

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

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

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

Headquartered in Kansas City, Kansas, CST Industries manufactures
and erects pre-engineered factory coated sectional metal storage
tanks, as well as aluminum geodesic domes, and agricultural feed
and waste storage systems.  CST serves end markets including
municipal water and wastewater, fire protection, oilfield,
agriculture, industrial liquid, plastics, chemicals, minerals,
food, construction materials and energy.


CULLIGAN INTERNATIONAL: S&P Lifts $325 Mil. Loan's Rating to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Culligan International Co.'s $325 million senior
secured credit facility.  The secured loan rating was raised to
'BB-' from 'B+' and the recovery rating was revised to '1',
indicating a high expectation for full recovery of principal in
the event of a payment default, from the previous recovery rating
of '3'.

At the same time, Standard & Poor's affirmed its other ratings on
Culligan, including the 'B+' corporate credit rating.  The rating
outlook is stable.

Total debt outstanding at Northbrook, Illinois-based Culligan was
approximately $453.9 million at June 30, 2006, excluding operating
leases.

"The upgrade to the loan and recovery ratings reflects Culligan's
recent $40 million repayment of term loan debt and the increased
likelihood that the enterprise value of the company under a
payment default scenario would provide senior lenders with full
recovery of principal," explained Standard & Poor's credit analyst
Mark Salierno.

The ratings on Culligan reflect ongoing concerns regarding the
company's underperforming North American operations, a highly
competitive operating environment, and a leveraged financial
profile.  These factors are partly mitigated by the company's
extensive distribution network, recurring revenue streams, and
global presence.

Culligan, a leading global provider of water treatment products
and services for household and commercial applications,
participates in a highly competitive industry with modest growth
prospects.  Volume growth remains particularly slow in the North
American market.  Within the home-office-delivery market,
competition continues to intensify, driven by mass merchandisers
and other retail outlets offering competitively priced in-home
water coolers, eroding the market share for equipment rentals.

Standard & Poor's believes that Culligan will be challenged to
increase the level of services provided in the North American
market to mitigate the declining HOD business, which represents
just less than one-quarter of the company's total sales.


CWABS ASSET: Moody's Assigns Ba1 Ratings to Class B Certificates
----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by CWABS Asset-Backed Certificates Trust 2006-
19 and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Countrywide Home Loans, Inc.
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by Countrywide Financial Corporation.  The ratings
are based primarily on the credit quality of the loans and on
protection against losses by subordination, excess spread, and
overcollateralization.  The rating also benefits from an interest-
rate swap agreement provided by Lehman Brothers Special Financing
Inc.  Moody's expects collateral losses to range from 5.00% to
5.50%.

Countrywide Home Loans Servicing LP will act as master servicer.

These are the rating actions:

Issuer: CWABS Asset-Backed Certificates Trust 2006-19
Asset-Backed Certificates, Series 2006-19

     * Class 1-A, Assigned Aaa
     * Class 2-A-1, Assigned Aaa
     * Class 2-A-2, Assigned Aaa
     * Class 2-A-3, Assigned Aaa
     * Class A-R, Assigned Aaa
     * Class M-1, Assigned Aa1
     * Class M-2, Assigned Aa2
     * Class M-3, Assigned Aa3
     * Class M-4, Assigned A1
     * Class M-5, Assigned A2
     * Class M-6, Assigned A3
     * Class M-7, Assigned Baa1
     * Class M-8, Assigned Baa2
     * Class M-9, Assigned Baa3
     * Class B, Assigned Ba1

Class B has been sold in a privately negotiated transaction
without registration under the Securities Act of 1933 under
circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under rule 144A.


DANA CORP: Court Approves Modification of DSI's Scope of Retention
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the modification of Development Specialists, Inc.'s scope
of retention as financial advisor to the Official Committee of
Non-Union Retirees in Dana Corporation and its debtor-affiliates'
chapter 11 cases.

Trent P. Cornell, Esq., at Stahl Cowen Crowley, LLC, in Chicago,
Illinois, tells the Court that the modification relates to
Development Specialists' previous retention application, which
utilized portions of the retention applications submitted on
behalf of the Retiree Committee's legal professionals.

Accordingly, as financial advisor, DSI will:

   (a) independently evaluate the Debtors' assets and
       liabilities, business plan, forecasts and other financial
       data required to be analyzed and understood by the Retiree
       Committee and its legal professionals;

   (b) provide financial analysis as required by the Retiree
       Committee, including but not limited to:

          -- analyzing and evaluating the Debtors' financial and
             operating statements;

          -- evaluating issues associated with understanding the
             Debtors' financial conditions;

          -- assisting in the evaluation and analysis of any
             offers made by the Debtors to modify retiree
             benefits;

          -- assisting in the creation of any counter-offers to
             the Debtors in response to any efforts to modify
             retiree benefits, analysis of the impact of the
             Debtors with respect to any retiree benefits
             modifications, and evaluation and analysis as to the
             financial impact on the Debtors with respect to
             positions taken by potential agreements between the
             Debtors and committees or other bankruptcy
             constituents;

   (c) assist, and to the extent necessary, participate with
       the Retiree Committee and its legal professionals with
       respect to all negotiations with the Debtors and other
       bankruptcy constituencies;

   (d) analyze and support of any transactions outside the
       Debtors' ordinary course of business and DIP financing
       issues, which may materially impact the retirees;

   (e) support in litigation, including, but not limited to, the
       preparation of expert reports and assisting in analysis of
       other reports submitted by any other financial
       professionals that may impact the retirees represented by
       the Retiree Committee;

   (f) prepare and provide expert testimony in court or
       depositions on behalf of the Retiree Committee with
       respect to any motion by the Debtors to modify any retiree
       benefits;

   (g) analyze any proposed plans of reorganization,
       negotiations relating to it, and assisting in the
       drafting of any plan;

   (h) analyze the measures taken by the Debtors to achieve
       cost savings outside of the savings the Debtors may seek
       to obtain through modification of retiree benefits;

   (i) analyze of any proposed sale of all or substantially all
       of the Debtors' assets and its impact on the retirees; and

   (j) provide all other assistance and consulting required by
       the Retiree Committee or its legal professionals otherwise
       requested that are consistent with the role of a financial
       advisor.

In the Retiree Committee's original application, as reported in
the Troubled Company Reporter on Oct. 5, 2006, DSI was expected
to:

   (a) counsel the Retiree Committee with respect to the
       administration of the Debtors' bankruptcy estate, advise
       the Retiree Committee members with respect to their
       fiduciary duties, and communicate with the retiree
       constituency and the like;

   (b) investigate the acts, conduct, assets, liabilities and
       financial condition of the Debtors and their non-debtor
       affiliates, the operation of the Debtors' businesses, and
       any other matters relevant to the case or to the
       formulation of a plan of reorganization or liquidation;

   (c) analyze any proposals made by the Debtors with respect to
       their assertions as to the necessity and extent of
       reduction of retiree benefits and developing counter-
       offers to those proposals;

   (d) negotiate and litigate with respect to the rights and
       interests of the Retiree Committee regarding any
       modifications by the Debtors of any prepetition retiree
       benefits provided to their non-union retirees who are
       constituents of the Retiree Committee;

   (e) prepare all necessary motions, answers, orders, reports
       and other legal papers in connection with the Retiree
       Committee's interests in the Debtors' estates;

   (f) participate in the formulation of a disclosure statement
       and a plan and advise the Retiree Committee as to the
       effects and consequences that may result from any plan
       formulated;

   (g) work with other professionals, likely to include financial
       advisors and an actuarial firm, to examine the Debtors'
       financial condition, the projections and analysis of the
       Debtors' financial advisors, their business plans and any
       revisions of it, health coverage information, actuarial
       analysis of the retiree group and the usage and cost of
       health care coverage;

   (h) assist the Retiree Committee in evaluating and
       implementing alternative health care plans and their
       mechanisms for establishing, funding and maintaining;

   (i) submit all necessary retention and compensation filings
       for professionals retained by the Retiree Committee;

   (j) represent the Retiree Committee's interests in any sale by
       the Debtors of any or all of their assets; and

   (k) represent the Retiree Committee's interests in all matters
       otherwise necessary to protect its interests.

DSI will be paid based on its customary hourly rates:

      Professional                        Hourly Rates
      ------------                        ------------
      Senior Consultants                  $390 to $525
      Consultants                         $295 to $370
      Junior Consultants                   $95 to $290

These professionals will have primary responsibility of providing
services to the Retirees Committee:

      Professional                        Hourly Rate
      ------------                        -----------
      R. Brian Calvert                        $425
      Bradley D. Sharp                        $450

DSI will also be reimbursed for all necessary expenses it
will incur in providing services to the Retiree Committee.

R. Brian Calvert, Esq., vice president and senior consultant of
Development Specialists, Inc., assured the Court that his firm
does not hold any interest adverse to the Debtors and the Retiree
Committee, and is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                      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.  Stahl Cowen Crowley, LLC serves as counsel to the
Official Committee of Non-Union Retirees.  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).


DANA CORP: Retiree Committee Brings In Stahl Cowen as Counsel
-------------------------------------------------------------
The Official Committee of Non-Union Retirees in Dana Corporation
and its debtor-affiliates' chapter 11 cases obtained the U.S.
Bankruptcy Court for the Southern District of New York's authority
to retain Stahl Cowen Crowley, LLC, as its counsel, nunc pro tunc
to Sept. 5, 2006.

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Stahl Cowen is expected to:

   (a) counsel the Retiree Committee with respect to the
       administration of the Debtors' bankruptcy estates, advise
       the Retiree Committee members with respect to their
       fiduciary duties, and communicate with the retiree
       constituency and the like;

   (b) investigate the acts, conduct, assets, liabilities and
       financial condition of the Debtors and their non-debtor
       affiliates, the operation of the Debtors' businesses, and
       any other matters relevant to the case or to the
       formulation of a plan of reorganization or liquidation;

   (c) analyze any proposals made by the Debtors with respect to
       their assertions as to the necessity and extent of
       reduction of retiree benefits and developing counter-
       offers to those proposals;

   (d) negotiate and litigate with respect to the Retiree
       Committee's rights and interests regarding any
       modifications by the Debtors of any prepetition retiree
       benefits provided to their non-union retirees who are
       constituents of the Retiree Committee;

   (e) prepare all necessary motions, answers, orders, reports
       and other legal papers in connection with the Retiree
       Committee's interests in the Debtors' estates;

   (f) participate in the formulation of a disclosure statement
       and a plan and advise the Retiree Committee as to the
       effects and consequences that may result from any plan
       formulated;

   (g) work with other professionals, likely to include financial
       advisors and an actuarial firm, to examine the Debtors'
       financial condition, the projections and analysis of the
       Debtors' financial advisors, their business plans and any
       revisions of it, health coverage information, actuarial
       analysis of the retiree group and the usage and cost of
       health care coverage;

   (h) assist the Retiree Committee in evaluating and
       implementing alternative health care plans and their
       mechanisms for establishing, funding and maintaining;

   (i) submit all necessary retention and compensation filings
       for professionals retained by the Retiree Committee;

   (j) represent the Retiree Committee's interests in any sale by
       the Debtors of any or all of their assets; and

   (k) represent the Retiree Committee's interests in all matters
       otherwise necessary to protect its interests.

Stahl Cowen will be paid based on its customary hourly rates:

      Professional                        Hourly Rates
      ------------                        ------------
      Partners                            $260 to $450
      Associates                          $185 to $280
      Legal Assistants/Paralegals         $100 to $175

These professionals will have primary responsibility of providing
services to the Retiree Committee:

      Professional                        Hourly Rate
      ------------                        -----------
      Jon D. Cohen                           $415
      Trent P. Cornell                       $395
      Scott N. Schreiber                     $435

Stahl Cowen will also be reimbursed for all necessary expenses it
will incur in providing services to the Retiree Committee.

Jon David Cohen, Esq., an equity member of Stahl Cowen Crowley,
LLC, informed the Court that his firm is not owed any money by the
Debtors prepetition and does not represent any interest adverse
to the Retiree Committee, its members and its constituents.  Mr.
Cohen assured the Honorable Burton R. Lifland that Stahl Cowen is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                            About SCC

Headquartered in Chicago, Illinois, Stahl Cowen Crowley LLC --
http://www.stahlcowen.com/-- provides legal counsel to
organizations ranging from the entrepreneurial to large, publicly
traded corporations and municipalities.  The firm's practice areas
include Bankruptcy & Restructuring, Corporate, Mergers &
Acquisitions, Litigation, Local Government, Real Estate and Trusts
& Estates.

                      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 MILLS: Organizational Meeting Scheduled for 9 a.m. Friday
---------------------------------------------------------------
The U.S. Trustee for Region 3 will hold an organizational meeting
to appoint an official committee of unsecured creditors in Delta
Mills Inc.'s chapter 11 case at 9:00 a.m., on Oct. 20, 2006, at
Room 2112, J. Caleb Boggs Federal Building, 844 King Street in
Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Delta Mills Inc. manufactures and sells textile products for the
apparel industry.  The Company, its parent, Delta Woodside
Industries, Inc., and an affiliate, Delta Mills Marketing, Inc.,
filed for chapter 11 protection on Oct. 13, 2006 (Bankr. D. Del.
Case No. 06-11144).  Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, represents the Debtors.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and debts between $1 million to $100 million.  The Debtors'
exclusive period to file a chapter 11 plan expires on Feb. 10,
2007.


DEUTSCHE ALT-A: Moody's Assigns Ba2 Rating to Class M-8 Certs.
--------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Deutsche Alt-A Securities Mortgage Loan
Trust, Series 2006-AR4, and ratings ranging from Aa1 to Ba2 to
subordinate certificates in the deal.

The securitization is backed by Countrywide Home Loans, Inc.
(49%), MortgageIT, Inc. (15%), and other mortgage lenders (36%,
none individually originating over 10%) originated, adjustable-
rate, Alt-A mortgage loans acquired by DB Structured Products,
Inc.  The ratings are based primarily on the credit quality of the
loans and on the protection against credit losses provided by
subordination, excess spread, and overcollateralization.  The
ratings also benefit from interest-rate swap and cap agreements
provided by The Bank of New York.  Moody's expects collateral
losses to range from 0.95% to 1.15%.

Countrywide Home Loans Servicing LP, GMAC Mortgage Corporation,
and other mortgage servicers will service the loans, and Wells
Fargo Bank, N.A. will act as master servicer.  Moody's has
assigned Wells Fargo its top servicer quality rating of SQ1 as a
master servicer of mortgage loans.

These are Moody's complete rating actions:

          Deutsche Alt-A Securities Mortgage Loan Trust
                         Series 2006-AR4
               Mortgage Pass-Through Certificates

                     Class A-1, Assigned Aaa
                     Class A-2, Assigned Aaa
                     Class A-3, Assigned Aaa
                     Class M-1, Assigned Aa1
                     Class M-2, Assigned Aa2
                     Class M-3, Assigned Aa3
                     Class M-4, Assigned A1
                     Class M-5, Assigned A2
                     Class M-6, Assigned A3
                     Class M-7, Assigned Baa2
                     Class M-8, Assigned Ba2


DOLLAR GENERAL: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector, the rating
agency confirmed its Ba1 Corporate Family Rating for Dollar
General Corporation and downgraded its Ba1 rating on the Company's
$200 million 8-5/8% senior unsecured notes to Ba2.  In addition,
Moody's assigned an LGD4 rating to notes, suggesting noteholders
will experience a 66% loss in the event of a default.

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

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

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

Headquartered in Goodlettsville, Tennessee, Dollar General
Corporation -- http://www.dollargeneral.com/-- is a Fortune
500(R) discount retailer with 7,821 neighborhood stores as of
Oct. 28, 2005.  Dollar General stores offer convenience and
value to customers by offering consumable basic items that are
frequently used and replenished, such as food, snacks, health and
beauty aids and cleaning supplies, as well as a selection of basic
apparel, housewares and seasonal items at everyday low prices.


DRUMMOND COMPANY: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its Ba3 Corporate Family Rating for
Drummond Company, 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
   ----------           -------  -------  ------   ----------
   $500 Million
   Five-Year
   Revolving Credit
   Facility               Ba3      Ba3     LGD4       54%

   $200 Million
   Term Loan
   Facility due 2011      Ba3      Ba3     LGD4       54%

   $400 Million
   7.375% Senior
   Unsecured Notes
   due 2016               Ba3      Ba3     LGD4       54%

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 Birmingham, Alabama, Drummond Company, Inc., is engaged
in the mining and marketing of coal.


DYNAMIC TOOLING: Court Confirms Bettcher's Competing Plan
---------------------------------------------------------
After acquiring a secured claim and several unsecured claims in
Dynamic Tooling Systems, Inc.'s chapter 11 case, Bettcher
Industries, Inc., proposed a chapter 11 plan of reorganization
dated July 10, 2006, for DTS.  The U.S. Bankruptcy Court for the
District of Kansas approved the disclosure statements explaining
Bettcher's plan and a chapter 11 plan proposed by Dynamic Tooling
on July 21, 2006.  The competing plans went to creditors for a
vote.

The Honorable Robert E. Nugent convened a confirmation hearing on
Aug. 22, 2006.  On the eve of the confirmation hearing, Bettcher
and DTS announced a settlement under which DTS would withdraw its
plan and its opposition to Bettcher's plan.

Bettcher's plan provides for an aggregate distribution capped at
$700,000 for all Allowed Claims, backed by a $750,000 letter of
credit issued by Fifth Third Bank, and a transfer of all DTS
assets to Bettcher's subsidiary, R & F Intellectual Property
Acquisition, Inc.  R & F, in turn, will acquire, free and clear of
any liens or interests, DTS's assets, including any intellectual
property it owned.  R & F would be designated as an estate
representative under 11 U.S.C. Sec. 1123(b)(2) to retain any
claims or interests of the debtor and pursue them post-
confirmation.  The Plan also gives R & F 30 days after the
effective date of the plan in which to assume or reject any
executory contracts or unexpired leases.

DTS manufactures knives and knife blades for sale to the meat
packing industry.  In particular, DTS makes a replacement circular
blade for a hand-held power knife used for deboning animal
carcasses.  Hantover, Inc., is DTS's principal distributor of
these blades.  Bettcher makes a hand-held power knife and blades
and holds several patents on their designs.  DTS's replacement
blades fit into Bettcher's knives, making DTS and Bettcher
competitors. DTS's principal, Dennis Ross, also holds several
patents relating to these circular knives.

Hantover was the debtor's principal customer and is a competitor
of Bettcher.  Hantover claims that by virtue of its Exclusive
Distributorship Agreement with DTS, it has a perpetual,
irrevocable license to use debtor's intellectual property in the
manufacture of knives used in the meat packing industry.  Hantover
filed its timely objection to confirmation of the Bettcher plan,
complaining about the provision allowing an estate representative
to make contract assumption and rejection decisions.

In a decision published at 2006 WL 2666010, Judge Nugent says
Hantover's complaints don't stand in the way of confirming
Bettcher's plan for DTS, but the post-Effective Date decision
about the disposition of Hantover's contract won't fly.

Dynamic Tooling Systems, Inc., filed for chapter 11 protection
(Bankr. D. Kan. Case No. 04-15900) on October 25, 2004.


EARLE M. JORGENSEN: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its Ba3 Corporate Family Rating for
Earle M. Jorgensen Company and its Ba3 rating on the Company's
$250 million issue of 9.75% senior secured global notes due 2012.
Moody's also assigned an LGD4 rating to those loans, suggesting
noteholders will experience a 59% loss in the event of a default.

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

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

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

Headquartered in Lynwood, California, Earle M. Jorgensen Company
-- http://www.emjmetals.com/-- distributes metal products in
North America with 39 service and processing centers.  EMJ
inventories more than 25,000 different bar, tubing, plate, and
various other metal products, specializing in cold finished carbon
and alloy bars, mechanical tubing, stainless bars and shapes,
aluminum bars, shapes and tubes, and hot-rolled carbon
and alloy bars.


EL PASO: 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 broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency revised the corporate
family rating on El Paso Corporation to B2.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. debs, 6.375%
   through 10.75%,
   due 2008 through
   2037                   B2        B2      LGD4       52%

   Sr. notes, 5.75%
   through 10.75%,
   due 2006 through
   2037                   B2        B2      LGD4       52%

   Nts, 6.50% through
   7.875%, due through
   2018                   B2        B2      LGD4       52%

   Medium-term Nts,
   6.95% through 9.0%,
   due through 2032       B2        B2      LGD4       52%

   $1.25 billion
   Revolving Credit
   Facility               B1        Ba3     LGD2       26%

   $500 Mil. Deposit
   Loan Facility          B1        Ba3     LGD2       26%

In connection with implementing LGD for the midstream sector,
Moody's also assigned multiple Corporate Family Ratings for El
Paso Corp. in which there is believed to be very low correlation
of default probability among related legal entities in a single
consolidated organization.  This situation is likely to occur in
organizations comprised of multiple legal entities, whose stand-
alone credit risk is substantially insulated by regulatory or
structural factors.

In El Paso's case, the CFR of B1 was changed to B2, redefining the
scope of legal entities covered by this CFR as encompassing only
the holding company level and excluding its core pipeline and E&P
operating subsidiaries.

El Paso Exploration & Production Company's CFR changed from B1 to
Ba3, which has been redefined to reflect that subsidiary on a
standalone basis.  A CFR of Ba1 was assigned to each of El Paso's
five pipeline subsidiaries: Tennessee Gas Pipeline Company,
Southern Natural Gas Company, El Paso Natural Gas Company, ANR
Pipeline Company, and Colorado Interstate Gas Company.

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 Houston, Texas, El Paso Corporation (NYSE:EP) --
http://www.elpaso.com/-- provides natural gas and related energy
products in a safe, efficient, and dependable manner.


ENERGY PARTNERS: Terminates Merger Agreement with Stone Energy
--------------------------------------------------------------
Energy Partners, Ltd. and Stone Energy Corporation have agreed to
terminate their June 22, 2006 merger agreement.

EPL also disclosed that, as the Company is now free from the
merger agreement with Stone, its Board of Directors has directed
the Company, assisted by its financial advisors Evercore Group
L.L.C., Banc of America Securities LLC, Petrie Parkman & Co, Inc.,
and UBS Securities LLC, to explore strategic alternatives to
maximize stockholder value, including the possible sale of the
Company.

EPL issued this statement:

"EPL has been, and remains, fully committed to acting in the best
interests of our stockholders.  While the EPL Board believed that
the addition of Stone's complementary properties and assets would
have been an excellent strategic fit for us, the Board has
concluded that the exploration of strategic alternatives is in the
best interests of EPL stockholders.  The Board recommends that
EPL's stockholders reject the unsolicited tender offer of ATS,
Inc., which the Board determined to be inadequate and not in the
best interests of EPL's stockholders.  EPL's solid track record of
operational success and the strong potential of our attractive
Gulf of Mexico properties and prospects place us in a strong
position to explore strategic alternatives to maximize value for
our stockholders."

There is no assurance that the exploration of strategic
alternatives will result in any agreements or transactions.  The
Company does not intend to disclose developments with respect to
the exploration of strategic alternatives unless and until its
Board of Directors has made a decision regarding a specific course
of action.

In connection with the termination of the merger agreement with
Stone, EPL has agreed to pay Stone an $8 million termination
payment and EPL and Stone have agreed to release all claims
between them relating to the merger agreement.  The $8 million
payment represents a $17.6 million discount from the fee that
would have been payable by EPL to Stone under certain
circumstances.

                          About Stone

Headquartered in Lafayette, Louisiana, Stone Energy Corporation
(NYSE: SGY) -- http://www.stoneenergy.com/-- is an independent
oil and gas company and is engaged in the acquisition and
subsequent exploration, development, operation and production of
oil and gas properties located in the conventional shelf of the
Gulf of Mexico, deep shelf of the GOM, deep water of the GOM,
Rocky Mountain Basins and the Wiliston Basin.

                            About EPL

Headquartered in New Orleans, Louisiana Energy Partners Ltd.
(NYSE:EPL) -- http://www.eplweb.com/-- is an independent oil and
natural gas exploration and production company.  Founded in 1998,
the Company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 25, 2006,
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian Exploration and Production
sector last week, the rating agency confirmed its B2 Corporate
Family Rating for Energy Partners, Ltd., and changed its rating on
the company's 8.75% Senior Unsecured Guaranteed Global Notes due
2010 to B3.  Additionally, Moody's assigned an LGD5 rating to
those bonds, suggesting noteholders will experience a 73% loss in
the event of a default.


ENERGY PARTNERS: S&P Maintains Watch on B+ Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services 'B+' corporate credit rating
on exploration and production company Energy Partners Ltd.
remained on CreditWatch with developing implications.  The ratings
on New Orleans, Louisiana-based Energy Partners were placed on
CreditWatch Developing on Aug. 29, 2006.

In addition, the 'B+' corporate credit rating on Stone Energy
Corp. remained on CreditWatch with negative implications (where
it was placed on June 28, 2006), following the announcement that
Energy Partners has terminated its merger agreement with Stone and
will be exploring strategic alternatives to maximize shareholder
value.  This could include the potential sale of the company.

Standard & Poor's also notes that ATS Inc., a wholly owned
subsidiary of Woodside Petroleum Ltd. (A-/Stable/--), currently
has an unsolicited offer outstanding to acquire control of Energy
Partners for $23 per share.

As of June 30, 2006, Energy Partners had $270 million of debt.

The CreditWatch with developing implications listing on Energy
Partners reflects the likelihood that ratings could be raised,
affirmed, or lowered.

"The CreditWatch Negative listing on Stone reflects the likelihood
that ratings could be either lowered or affirmed," said Standard &
Poor's credit analyst Jeffrey B. Morrison.

"As Energy Partners has now terminated its agreement with Stone,
we will likely resolve the CreditWatch listing following a meeting
with management, barring any unforeseen developments," he
continued.

Key issues to be considered in the resolution of the CreditWatch
listing for Stone, and whether ratings will be affirmed at the
current level or further lowered, include:

   -- the strategic direction of Stone on a stand-alone basis;
      Creeping per barrel leverage (now above $6 on a total proved
      basis) over the past two years;

   -- the likelihood of debt reduction in the near to intermediate
      term;

   -- management's ability to improve operating metrics (namely,
      demonstrating consistent organic reserve replacement and
      production growth) after a rocky 2005; and

   -- rising finding development costs in core areas of operations
      (namely the U.S. Gulf of Mexico) that have continued to
      trend above historical averages over the past several years.


EURAMAX INT'L: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its B2 Corporate Family Rating for Euramax
International, Inc.

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

Issuer: Euramax International, Inc.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $80 Million
   Senior Secured
   First Lien Bank
   Facility due 2011      B2       B1      LGD3       34%

   $319.3 Million
   Senior Secured
   First Lien Bank
   Facility due 2012      B2       B1      LGD3       34%

   $190 Million
   Senior Secured
   Second Lien Bank
   Facility due 2013     Caa1     Caa1     LGD5       81%

Issuer: Euramax Holdings Limited

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   EUR 71.3 Million
   Senior Secured
   First Lien Bank
   Facility due 2012      B2       B1      LGD3       34%

   GBP $14.9 Million
   Senior Secured
   First Lien Bank
   Facility due 2012      B2       B1      LGD3       34%

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

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

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

Headquartered in Norcross, Georgia, Euramax International Inc. is
an international producer of value-added aluminum, steel, vinyl,
and fiberglass products.


EUROPEAN MICRO: Files 2001 Financials With Going Concern Opinion
----------------------------------------------------------------
European Micro Holdings, Inc., filed its annual report for the
year ended June 30, 2001, with the Securities and Exchange
Commission on Oct. 12, 2006.

The 2001 Annual Report carries Weinberg & Company P.A.'s going
concern opinion about the company's ability to continue as a going
concern after the firm audited its consolidated financial
statements for the year ended June 30, 2001.  The auditor pointed
to the Company's net losses, working capital deficiency, and
accumulated deficit.

For the year ended June 30, 2001, the Company reported an
$8,976,000 net loss on $94,093,000 of total net sales compared
with a $3,207,000 net loss on $115,493,000 of total net sales for
the same period in 2000.

At June 30, 2001, the Company's balance sheet showed $14,068,000
in total assets, $12,001,000 in total current liabilities, and
$2,067,000 in total shareholders' equity.

The Company had a $6,556,000 accumulated deficit at June 30, 2001.

A full-text copy of the Company's 2001 Annual Report is available
for free at http://ResearchArchives.com/t/s?1371

European Micro Holdings, Inc., was an independent distributor of
microcomputer products, including personal computers, memory
modules, disc drives and networking products, to customers mainly
in Western Europe and to customers and related parties in the
United States and Asia. The Company's customers consisted of
value-added resellers, corporate resellers, retailers, direct
marketers and distributors.

During July 2001, the management approved a plan for the
liquidation and eventual sale or dissolution of the Company.
Accordingly, it is engaged in an ongoing orderly liquidation of
its assets.


FOREST CITY: Fitzsimons Inks 160-Acre Denver Park Development Pact
------------------------------------------------------------------
Forest City Enterprises Inc. reported that Forest City Fitzsimons,
Inc. signed an agreement with the Fitzsimons Redevelopment
Authority to develop a 160-acre life sciences office park near
Denver.

The new park, to be built on the site of the former Fitzsimons
Army Medical Center, will include offices and research and
development facilities for the life sciences industry.  Build-out
will occur over the next 20 years or more, with the first
buildings expected to be completed by the end of 2008.  The
Fitzsimons site is located next to the University of Colorado's
new Health Sciences Center campus and is adjacent to Forest City's
Stapleton mixed-used project.

"Fitzsimons is our fifth science and technology development,
building on our success at University Park at MIT near Boston,
which has been followed by life sciences projects in Baltimore,
Chicago and Philadelphia" Charles A. Ratner, Forest City president
and chief executive officer, said.  "Our experience with large
mixed-use projects for the life sciences industry
will enable us to develop a state-of-the-art office and research
campus at Fitzsimons.  This project will feature a critical mass
of technology companies and is destined to become one of the
premier life sciences communities in the nation."

Forest City's track record in developing real estate for the life
sciences industry includes the award-winning University Park at
MIT, which involved the transformation over two decades of a
27-acre industrial site into a mixed-used community with more than
2.3 million square feet of office and lab space - combined with
residential, retail and hotel components. In addition, Forest City
has completed a 123,000-square-foot research facility at the
University of Pennsylvania in Philadelphia, and currently has two
other life sciences projects under construction: the 22-acre
Illinois Science + Technology Park in suburban Chicago; and a
mixed-use community adjacent to the Johns Hopkins University
medical campus in East Baltimore, Maryland.

Headquartered in Cleveland, Ohio, Forest City Enterprises, Inc.
is a $5.9 billion NYSE-listed real estate company.  The Company is
principally engaged in the ownership, development, acquisition and
management of commercial and residential real estate throughout
the United States.  The Company's portfolio includes interests in
retail centers, apartment communities, office buildings and hotels
in 20 states and the District of Columbia.

                        *     *     *

As reported on the Troubled Company Reporter on Oct. 6, 2006,
Standard & Poor's Ratings Services affirmed its 'BB+' rating on
Forest City Enterprises Inc.  The rating affirmation affects
roughly $550 million in rated senior notes.  The outlook remained
stable.


FOSTER WHEELER: Closes New $350 Million Credit Facility
-------------------------------------------------------
Foster Wheeler Ltd. has successfully closed on a new $350 million
five-year senior secured domestic credit facility, effective
Oct. 13, 2006.

The Company will be able to utilize the facility by issuing
letters of credit up to the full $350 million limit.  The Company
will also have the option to use up to $100 million of the
$350 million limit for revolving borrowings, an option which the
Company has no immediate plans to use.

"This new agreement provides the increased bonding capacity and
financial flexibility that we require to support our growing
operations and increased volume of business and, at current usage
levels, will also reduce our bonding costs by approximately $8
million per year," said John T. La Duc, executive vice president
and chief financial officer.

                      About Foster Wheeler

With operational headquarters in Clinton, New Jersey, Foster
Wheeler Ltd. -- http://www.fwc.com/-- offers a broad range of
engineering, procurement, construction, manufacturing, project
development and management, research and plant operation services.
Foster Wheeler serves the refining, upstream oil and gas, LNG and
gas-to-liquids, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries.

                           *     *     *

As reported in the Troubled Company Reporter on Aug 7, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and '1' recovery rating on Foster Wheeler Ltd.'s proposed
five-year, $350 million senior secured credit facilities due 2011,
reflecting a high expectation of full recovery of principal (100%)
in the event of a payment default.

As reported in the Troubled Company Reporter on May 30, 2006,
Moody's Investors Service upgraded Foster Wheeler's corporate
family rating to B1 from B3 and assigned a Ba3 rating to the
Company's $250 million senior secured bank revolving credit
facility.  The rating outlook is changed to Positive.


FOUNDATION PA: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its Ba2 Corporate Family Rating for
Foundation PA Coal Company and its Ba3 rating on the Company's
$300 million issue of 7.25% guaranteed senior unsecured notes due
2014.  Moody's also assigned an LGD5 rating to those loans,
suggesting noteholders will experience a 83% 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 Linthicum Heights, Maryland, Foundation PA Coal Company,
LLC, is engaged in the mining and marketing of coal.


FREEPORT-MCMORAN: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its Ba3 Corporate Family Rating for
Freeport-McMoran Copper & Gold Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $340 Million
   6.875% Senior
   Unsecured Notes
   due 2014               B1       B1      LGD5       80%

   $272 Million
   10.125% Senior
   Unsecured Notes
   due 2010               B1       B1      LGD5       80%

   $55 Million
   7.5% Senior
   Unsecured Notes
   due 2006               B1       B1      LGD5       80%

   $200,000
   7.20% Senior
   Unsecured Notes
   due 2026               B1       B1      LGD5       80%

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

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

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

Headquartered in New Orleans, Louisiana, Freeport-McMoRan Copper &
Gold, Inc. -- http://www.fcx.com/-- through its subsidiaries,
engages in the exploration, mining, and production of copper,
gold, and silver.


FV STEEL: Dist. Ct. Tells Bankr. Ct. to Estimate Clean-Up Claim
---------------------------------------------------------------
In April 1989, the Environmental Protection Agency named the
Glidden Company, the Sherman Wire Company (one of FV Steel and
Wire Company's debtor-affiliates) and other entities as
potentially responsible parties with respect to a hazardous waste
site, the Chemical Recycling, Inc. site in Wylie, Texas.  In May
1989, a number of PRPs, including Glidden and Sherman, entered
into an agreement to manage the cleanup in compliance with the
EPA's remedial plan.  Participation in the Agreement was
voluntary, and the PRPs could withdraw from it at any time.  The
Agreement created the CRI Steering Committee to coordinate the
efforts of the participating PRPs and assess costs to participants
related to their potential liability.  With the committee's
agreement, the EPA issued a Consent Order governing cleanup of the
site.  Since 1989, the participants have contributed significant
amounts to the cleanup.

On Feb. 24, 2004, Sherman filed for chapter 11 protection.  The
committee and Glidden filed claims against Sherman seeking to
collect the costs of cleanup remaining to be performed at the
Site.  In February 2005, Sherman withdrew from the Agreement.
Neither when it withdrew from the Agreement nor when it filed for
bankruptcy did Sherman owe any unpaid assessments under the
Agreement.  Subsequently, Sherman and claimants filed cross-
motions for summary judgment in the bankruptcy court.  The EPA did
not file its own claim against Sherman but filed a "Statement of
Position" in support of claimants' summary judgment motion.  The
bankruptcy court granted Sherman's motion and denied claimants'.
The Claimants moved for reconsideration and moved to amend their
claim to assert a timely-filed claim on behalf of the EPA or to
file a new late claim on behalf of the EPA.  The bankruptcy court
denied their motions.  The Claimants appealed to the U.S. District
Court for the Eastern District of Wisconsin.

In a decision published at 2006 WL 2724049, the Honorable Lynn
Adelman tells the Bankruptcy Court that it was required to assign
a value to the contingent environmental clean-up claim and take
into account the likelihood that the Environmental Protection
Agency might bring a civil action against the claimants in the
future.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company and its debtor-affiliates filed for chapter 11 protection
on February 26, 2004, (Bankr. E.D. Wisc. Case No. 04-22421).
The Bankruptcy Court confirmed the Debtors' Third Amended Plan on
August 10, 2005.  David L. Eaton, Esq., at Kirkland & Ellis LLP,
and Bruce G. Arnold, Esq., Daryl L. Diesing, Esq., Patrick B.
Howell, Esq., and Daniel J. McGary, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Reorganized Debtors.  When the Debtors
filed for protection from their creditors, they listed
$196,953,000 in total assets and $365,312,000 in total debts.


GOLDEN NUGGET: 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
Golden Nugget Inc. and revised its rating on the company's
$155 million 8.75% Senior Secured Notes Due 2011 to B3 from B2.
Moody's assigned the debentures an LGD4 rating suggesting
noteholders will experience a 62% 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%).


GS MORTGAGE: Moody's Affirms Junk Rating on $6.6MM Class H Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of six classes of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 1999-C1:

   -- Class A-2, $334,651,335, WAC, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $42,303,000, WAC, affirmed at Aaa
   -- Class C, $44,529,000, WAC, affirmed at Aaa
   -- Class D, $57,888,000, WAC, upgraded to Aaa from Aa2
   -- Class E, $13,359,000, WAC, upgraded to Aa1 from A3
   -- Class F, $46,756,000, Fixed, upgraded to Baa3 from Ba2
   -- Class G, $28,944,000, Fixed, affirmed at B3
   -- Class H, $6,679,000, Fixed, affirmed at Caa1

As of the Sept. 18, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 34%
to $587.8 million from $890.6 million at securitization.  The
Certificates are collateralized by 212 loans ranging in size
from less than 1% to 3.1% of the pool with the top ten loans
representing 20.2% of the pool.  Nineteen loans, representing
18% of the pool, have defeased and are collateralized by U.S.
Government securities.

Twenty-six loans have been liquidated from the trust, resulting in
aggregate realized losses of approximately $16.2 million.  Six
loans, representing 2.7% of the pool, are in special servicing.
Moody's has estimated losses of approximately of approximately
$2 million for the specially serviced loans.  Fifty-three loans,
representing 26.8% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full year 2005 operating results for
approximately 97% of the performing loans.  Moody's weighted
average loan to value ratio is 80.1%, compared to 84.3% at Moody's
last full review in September 2005 and compared to 90.7% at
securitization.  Moody's is upgrading Classes D, E and F due to
increased credit support, improved overall pool performance and
defeasance.  Classes D and E were upgraded on Aug. 2, 2006 and
placed on review for further possible upgrade based on a Q tool
based portfolio review.

The top three non-defeased exposures represent 6.3% of the
outstanding pool balance.  The largest exposure is the Granada
Apartments Loan ($17 million - 2.9%), which is secured by a
746-unit multifamily property located in Erie, Pennsylvania.
The property is 89.7% occupied, compared to 87.6% at last review.
Performance has been stable since Moody's last review.  The loan
is on the master servicer's watchlist due to low debt service
coverage.  Moody's LTV is 99.4%, compared to in excess of 100% at
last review.

The second largest exposure is the Salter Healthcare Portfolio
($10 million - 1.7%), which is secured by three nursing centers
totaling 384 beds.  All of the properties are located in
Massachusetts.  Performance has been stable since last review.
Moody's LTV is 54.4%, compared to 55.1% at last review.

The third largest exposure is the Atrium Hotel Loan ($9.9 million
- 1.7%), which is secured by a 214-room full service hotel located
in Irvine, California.  RevPAR for calendar year December 2005 was
$63.16, compared to $49.19 for calendar year 2004.  Moody's LTV is
95.6%, compared to 98.2% at last review.

The pool collateral is a mix of multifamily (29.4%), retail
(19.8%), U.S. Government securities (18.0%), office (12.4%),
industrial and self storage (9.0%), lodging (8.7%), healthcare
(2.1%) and credit tenant leases (0.6%).  The collateral properties
are located in 33 states.  The highest state concentrations are
Texas (15.6%), California (10.2%), New York (8.1%), Arizona (7.4%)
and Maryland (5.1%).  All of the loans are fixed rate.


HALO TECHNOLOGY: Mahoney Cohen Raises Going Concern Doubt
---------------------------------------------------------
Mahoney Cohen & Company, CPA, P.C., in New York, raised
substantial doubt about Halo Technology Holdings, Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended June 30,
2006, and 2005.  The auditor pointed to the Company's recurring
operating losses and working capital deficiency.

For the year ended June 30, 2006, Halo Technology Holdings, Inc.,
reported a net income available to common stockholders of
$17,853,875 on $25,208,995 of total revenues compared with a
$72,762,528 net loss on $5,123,922 of total revenues for the same
period in 2005.

At June 30, 2006, the Company's balance sheet showed $59,703,538
in total assets, $60,295,220 in total liabilities, and $7,750,000
in redeemable preferred stock, resulting in an $8,341,682
stockholders' deficit.  The Company had a $44,092,340 deficit at
June 30, 2005.

The Company's current balance sheet also showed strained liquidity
with $5,946,178 in total current assets available to pay
$29,150,731 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?137e

Halo Technology Holdings, Inc., fka Warp Technology Holdings,
Inc., is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  Halo's existing
subsidiaries are Gupta Technologies, LLC; Warp Solutions, Inc.;
Kenosia Corporation; Tesseract Corporation; DAVID Corporation;
Process Software; ProfitKey International; Empagio; and ECI.


HARD ROCK: 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
Hard Rock Hotel Inc. and revised its rating on the company's
8-7/8 % Senior Secured Second Lien Notes Due 2013 from B3 to B2.
Moody's assigned those debentures an LGD3 rating with a projected
loss-given default of 45%.

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%).

Hard Rock Hotel Inc. owns and operates the Hard Rock Hotel &
Casino in Las Vegas, Nevada, which is located one mile east of the
Las Vegas Strip.  Revenues for the last twelve months ended
March 31, 2006 were approximately $182 million.


HEXION SPECIALTY: Tenders Offer to Holders of its $625 Mil. Notes
-----------------------------------------------------------------
Hexion Specialty Chemicals, Inc., is offering to purchase for cash
any and all of the outstanding:

     (i) $150,000,000 principal amount at maturity of Second-
         Priority Senior Secured Floating Rate Notes due 2010,

    (ii) $150,000,000 principal amount at maturity of Second-
         Priority Senior Secured Floating Rate Notes due 2010; and

   (iii) $325,000,000 principal amount at maturity of 9% Second-
         Priority Senior Secured Notes due 2014

The Notes were issued by Hexion U.S. Finance Corp. and Hexion Nova
Scotia Finance, ULC on the terms and subject to the conditions in
the Offer to Purchase and Consent Solicitation Statement dated
Oct. 12, 2006 and the accompanying Letter of Transmittal and
Consent.  The Company is also soliciting consents to eliminate
most of the restrictive covenants and the Liens in the indentures
under which the Notes were issued.

The Company disclosed that it expects to enter into a new
$2 billion term loan facility and a new $50 million synthetic
letter of credit facility, which will replace its May 2006 term
loan and synthetic letter of credit facilities.  The Company will
continue to have access to its current five-year $225 million
revolving credit facility.  In addition the Company expects to
raise $825 million of senior secured debt in connection with its
offer to purchase the Notes.  It intends to use $500 million of
the additional cash available under its new credit facilities and
from the Secured Debt Financing to pay a common stock dividend to
its shareholders and the balance of the proceeds to pay for the
Notes repurchased in the Tender Offers.  The Company has also
filed an application with the Securities and Exchange Commission
for the withdrawal of its registration statement on Form S-1,
relating to its planned initial public offering.

The total consideration for each $1,000 principal amount of the
2005 Floating Rate Notes tendered and accepted for purchase
pursuant to the tender offer will be $1,023.  The total
consideration for each $1,000 principal amount of the 2004
Floating Rate Notes will be $1,022.50.

The total consideration for the 9% Notes tendered and accepted for
purchase will be determined based on a yield to the first
redemption date equal to the sum of the yield of the 3.625% U.S.
Treasury Security due July 15, 2009, as calculated by Credit
Suisse Securities LLC plus a fixed spread of 50 basis points.  The
Company will pay accrued and unpaid interest up to, but not
including, the applicable payment date.  Each holder who tenders
its Notes and delivers consents on or prior to Oct. 24, 2006 will
be entitled to a consent payment of $30 for each $1,000 principal
amount of Notes.  Noteholders who tender after the Consent Date,
but prior to the Expiration Date, will receive the total
consideration minus the consent payment.  Holders who tender Notes
are required to consent to the proposed amendments to the
indentures and the collateral agreements.

The tender offers will expire at midnight, New York City time, on
Nov. 8, 2006, and the consent solicitations will expire on
Oct. 24, 2006.

The tender offer is subject to the conditions set forth in the
Offer Documents including the receipt of consents of the
noteholders representing a majority in aggregate principal amount
of the Notes and of the Company obtaining the financing necessary
to pay for the Notes and consents.

Credit Suisse Securities (USA) LLC act as Dealer Manager of the
tender offers and consent solicitations.  Questions about the
tender offers and consent solicitations may be directed to Credit
Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212)
325-7596 (collect).  Copies of the Offer Documents and other
related documents may be obtained from D.F. King & Co., Inc., the
information agent for the tender offers and consent solicitations,
at (800) 290-6426 (toll free) or (212) 269-5550 (collect).

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc.
-- http://hexionchem.com/-- makes thermosetting resins (or
thermosets).  Thermosets add a desired quality (heat resistance,
gloss, adhesion) to a number of different paints and adhesives.
Hexion also makes formaldehyde and other forest product resins,
epoxy resins, and raw materials for coatings and inks.  The
Company has 86 manufacturing and distribution facilities in 18
countries.

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services assigned its 'B+' rating and
its recovery rating of '3' to Hexion Specialty's $1.675 billion
senior secured term loan and synthetic letter of credit
facilities.

The rating on the existing $225 million revolving credit facility
was lowered to 'B+' with a recovery rating of '3', from 'BB-' with
a recovery rating of '1', to reflect the similar security package
as the new term loan and synthetic letter of credit facility.

The ratings on the existing senior second secured notes were
raised to 'B', with a recovery rating of '3', from 'B-' with a
recovery rating of '5'.  The ratings on the senior second secured
notes reflect the amount of priority claims of the revolving
facility and the first-lien term loan lenders.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Hexion and revised the outlook to stable from
negative.


HOME EQUITY: Moody's Places Ba2 Rating on Class B-3 Certificates
----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Home Equity Asset Trust 2006-7 and ratings
ranging from Aa1 to Ba2 to the subordinate certificates in the
deal.

The securitization is backed by Encore Credit Corp. (24%), OwnIt
Mortgage Solution, Inc. (24%), Lime Financial Services (20%),
Accredited Home Lenders Inc. (11%), and various mortgage lenders
(21%) originated, adjustable-rate (82%) and fixed-rate (18%),
subprime mortgage loans acquired by DLJ Mortgage Capital, Inc. The
ratings are based primarily on the credit quality of the loans and
on protection against credit losses by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
the interest-rate swap agreement provided by Credit Suisse
International.  Moody's expects collateral losses to range from
4.80% to 5.30%.

Wells Fargo Bank, N.A. and Select Portfolio Servicing, Inc. will
service the mortgage loans.  Moody's has assigned Wells Fargo its
servicer quality rating of SQ1 as a servicer of subprime mortgage
loans.  Moody's has assigned SPS its servicer quality rating of
SQ2- as a servicer of subprime mortgage loans.

These are the complete rating actions:

                 Home Equity Asset Trust 2006-7
      Home Equity Pass-Through Certificates, Series 2006-7

                     Cl. 1-A-1, Assigned Aaa
                     Cl. 2-A-1, Assigned Aaa
                     Cl. 2-A-2, Assigned Aaa
                     Cl. 2-A-3, Assigned Aaa
                     Cl. 2-A-4, Assigned Aaa
                     Cl. M-1,   Assigned Aa1
                     Cl. M-2,   Assigned Aa2
                     Cl. M-3,   Assigned Aa3
                     Cl. M-4,   Assigned A1
                     Cl. M-5,   Assigned A2
                     Cl. M-6,   Assigned A3
                     Cl. M-7,   Assigned Baa1
                     Cl. M-8,   Assigned Baa2
                     Cl. B-1,   Assigned Baa3
                     Cl. B-2,   Assigned Ba1
                     Cl. B-3,   Assigned Ba2


HUDBAY MINERALS: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its B1 Corporate Family Rating for HudBay
Minerals, Inc., and its Ba3 rating on Hudson Bay Mining & Smelting
Co., Ltd.'s $55 million issue of 9.625% guaranteed senior secured
notes due 2012.  Moody's also assigned an LGD3 rating to those
loans, suggesting noteholders will experience a 40% 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%).

HudBay Minerals is engaged in the mining and processing of zinc,
copper and other by-product metals.


INFRASOURCE SERVICES: Board Appoints David Helwig as Chairman
-------------------------------------------------------------
The Board of Directors of InfraSource Services Inc. appointed
David R. Helwig, the Company's president and chief executive
officer, as the Chairman of the Board of Directors, and J. Michal
Conaway has been appointed as Lead Independent Director.

Mr. Helwig succeeds Ian Schapiro who has been serving as Interim
Chairman since June 2005.  Mr. Conaway, who will continue to serve
as the chair of the Audit Committee, is the first director named
to the position of Lead Independent Director.  The Company also
disclosed the resignation of Mr. Schapiro and Michael P. Harmon
from the Board of Directors effective Oct. 31, 2006.  Messrs.
Schapiro and Harmon are affiliated with funds managed by GFI
Energy Ventures LLC and Oaktree Capital Management, LLC.

"On behalf of everyone at InfraSource, I want to thank Ian and
Mike for their dedication and service to the Company and for
ensuring a smooth transition following the recently completed
secondary offering in which the GFI and OCM funds sold almost all
of their remaining shares in the Company," Mr. Helwig commented.
"While we will miss their continued involvement on our Board, I am
extremely pleased by the recent additions of Terry Winter and Fred
Buckman as Directors and the designation of Michal Conaway as Lead
Independent Director.  I believe that we are well positioned for
effective oversight and governance.  I look forward to the
continuation of effective interactions with our Board."

"It has been a pleasure and a privilege to have served on the
InfraSource Board for the past three years, and most recently as
Interim Chairman of the Board," Mr. Schapiro remarked.  "I am most
grateful for the opportunity to have worked on behalf of the
Company and all its shareholders.  I believe the Board and the
Company are in very good hands under the capable leadership of
Dave Helwig as Chairman and Michal Conaway as Lead Independent
Director, and I wish the Company continued success."

Headquartered Media, Pennsylvania, InfraSource Services, Inc.
(NYSE: IFS) -- http://www.infrasourceinc.com/-- is one of the
largest specialty contractors servicing electric, natural gas and
telecommunications infrastructure in the United States.
InfraSource designs, builds, and maintains transmission and
distribution networks for utilities, power producers, and
industrial customers.

                         *     *     *

Standard & Poor's assigned BB- long-term foreign and local issuer
credit ratings to the Company on May 7, 2004


INSILCO TECHNOLOGIES: Free & Clear Sale Not Entirely Free & Clear
-----------------------------------------------------------------
During the course of Insilco Technologies, Inc.'s chapter 11
proceeding, Amphenol Corporation and Amphenol Technical Products
International Co., purchased, among other assets, all of the
Debtor's capital stock in Precision Cable de Mexico (a non-debtor
Insilco subsidiary), under the terms of a Stock and Asset Purchase
Agreement dated Dec. 15, 2002.  The Bankruptcy Court entered an
Order approving the Sale Agreement on March 7, 2003, pursuant to
11 U.S.C. Sec. 363.

On Dec. 14, 2004, Chad Shandler, the Trustee for the Insilco
Liquidating Trust commenced an adversary proceeding against
Precision Cable de Mexico (Bankr. D. Del. Adv. Pro. No. 04-57713)
seeking to recover payments totaling $1,176,582.10 allegedly made
by Insilco to PCM.

Amphenol, in turn, commenced its own adversary proceeding (Bankr.
D. Del. Adv. Pro. No. 05-52403) seeking, inter alia, to enjoin the
trustee's lawsuit.  Amphenol asserts that the Sale Agreement and
the Sale Order preclude the trustee's claim.  The sale documents,
Amphenol points out, say that the transaction was free and clear
of all liens, claims and other interests and preference payments
are specifically included in the definition of interests.

In a decision published at 2006 WL 2683355, the Honorable Kevin J.
Carey sides with the Trustee.  Judge Carey says that the "free and
clear of" language only protected Amphenol -- the third party that
acquired the subsidiary's stock -- not the subsidiary itself, and
the named defendant in the preference proceeding is the
subsidiary, and not the third-party purchaser of its stock.

Insilco Technologies, Inc., a leading global manufacturer and
developer of highly specialized electronic interconnection
components and systems, serving the telecommunications, computer
networking, electronics, automotive and medical markets, filed for
chapter 11 petition on Dec. 16, 2002 (Bankr. Del. Case No. 02-
13672).  Pauline K. Morgan, Esq., Sharon M. Zieg, Esq., Maureen D.
Luke, Esq., at Young, Conaway, Stargatt & Taylor and Constance A.
Fratianni, Esq., Scott C. Shelley, Esq., at Shearman & Sterling
represent the Debtors.  When the Debtors filed for protection from
their creditors, they listed $144,263,000 in total assets and
$611,329,000 in total debts.


INTELSAT BERMUDA: Fitch Junks Rating on $600 Million Sr. Facility
-----------------------------------------------------------------
Fitch Ratings assigned a 'CCC+' rating and 'RR6' Recovery Rating
to the $600 million senior unsecured credit facility of Intelsat
(Bermuda), Ltd., which is a subsidiary of Intelsat, Ltd.

The proceeds from the facility were used to fund Intelsat
(Bermuda)'s acquisition of PanAmSat Holding Corporation on July 3,
2006.  The Rating Outlook is Stable.

The rating reflects the similar position of the credit facility in
the capital structure as Intelsat (Bermuda)'s 11-1/4% senior
unsecured non-guaranteed notes due 2016 (the 2016 notes)
previously rated 'CCC+/RR6' by Fitch.

The senior unsecured credit facility contains substantially the
same covenants and events of default as the 2016 notes.  If any
borrowings under the credit facility remain outstanding on the
one-year anniversary date of the closing of the credit facility,
the initial loans will automatically be exchanged for senior
unsecured notes that will mature on the tenth anniversary of the
closing of the credit facility.  If issued, the notes will have a
fixed interest rate of 11-1/4%.

Liquidity is provided by cash on hand and credit facilities.  Cash
on hand amounted to $475 million at the end of the second quarter
of 2006 for Intelsat, and $73 million at Intelsat Corporation
(formerly PanAmSat Corporation).

A portion of cash on hand was used to finance the acquisition of
PanAmSat Holding Corporation on July 3, 2006.  Credit facilities
consist of an undrawn $300 million, six-year credit facility
located at Intelsat (Bermuda)'s indirect subsidiary Intelsat
Subsidiary Holding Company, Ltd. and a $250 million six-year
facility at indirect subsidiary Intelsat Corporation.

The Intelsat Sub Holdco facility has a financial covenant
restricting pro forma senior secured leverage to no greater than
1.5x at the end of each fiscal quarter, and the Intelsat
Corporation facility requires pro forma senior secured leverage to
be no greater than 4.25x at the end of each fiscal quarter.


ISLE OF CAPRI: To Own 13.8% Interest in Revised Eight Wonder Pact
-----------------------------------------------------------------
Isle of Capri Casinos Inc. revised its agreement in connection the
proposal of Eighth Wonder, a privately held company engaged in
resort development and based in Las Vegas, to build an integrated
resort complex on Sentosa Island in Singapore.

The Company disclosed that under the terms of the new agreements
it will own a 13.8% interest in Eighth Wonder's proposed Sentosa
Island project.  Should Eighth Wonder be the successful bidder in
the Sentosa Island RFP, the Company's equity contribution will be
$65 million.  It will also receive a payment equal to 2% of casino
gross revenues for a 15-year period.

Timothy Hinkley, president and chief operating officer, said,
"Isle of Capri is pleased to continue our existing relationship
with Eighth Wonder as we move through the RFP process in
Singapore.  The addition of Melco PBL brings significant Asian
market gaming and hospitality expertise to the proposal and we
look forward to presenting an exciting proposal to the Government
of Singapore."

                         About PBL

PBL is a diversified media and entertainment group in Australia.
The group's core businesses are gaming and entertainment;
television production and broadcasting; magazine publishing and
distribution; and strategic investment in key digital media and
entertainment businesses.  Led by Executive Chairman James Packer,
PBL owns and operates the Crown Casino in Melbourne and Burswood
Casino in Perth.  It also owns the free-to-air television network,
the Nine Network, and the largest magazine publisher, ACP
Magazines.

                   About Melco International

Melco International Development Limited under the leadership of
Chairman & CEO Lawrence Ho, is a conglomerate with a major
business focus in Leisure, Gaming & Entertainment.  The Group also
operates the Jumbo Kingdom, with two other supporting lines of
business in Technology and Investment Banking.

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

                         *     *     *

Isle of Capri Casinos Inc.'s 'BB-' corporate credit rating is on
Standard & Poor's Ratings Services' CreditWatch with negative
implications.

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


JACK IN THE BOX: 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 restaurant sector, the rating agency revised
its Corporate Family Rating for Jack in the Box Inc. from Ba2
to Ba3.

Moody's also revised its ratings on the company's $200 million
Senior Secured Revolver Due 2008 and $275 million Senior Secured
Term Loan Due 2011 from Ba2 to Ba1.  Moody's assigned those
debentures an LGD2 rating suggesting lenders will experience a 17%
loss in the event of a default.

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

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

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

Headquartered in San Diego, California, Jack in the Box Inc.
-- http://www.jackinthebox.com/-- engages in the ownership,
operation, and franchising of Jack in the Box quick-service
hamburger restaurants and Qdoba Mexican Grill fast-casual
restaurants.


JLG INDUSTRIES: Sells Business to Oshkosh for $3.2 Billion in Cash
------------------------------------------------------------------
Oshkosh Truck Corporation has signed a definitive agreement to
acquire JLG Industries, Inc.  Oshkosh will acquire all outstanding
shares of JLG for $28 per share.  Total consideration, including
transaction costs and assumed debt, is $3.2 billion in cash on a
fully diluted basis.  This transaction will create a $6 billion
global specialty vehicle manufacturer.

"We have consistently executed strategies to grow this company,
creating significant shareholder value during the last decade,"
said Robert G. Bohn, Oshkosh's chairman, president and chief
executive officer.  "The acquisition of JLG is the latest broad-
based initiative in the continuing transformation of Oshkosh Truck
Corporation.  It is aligned with our historic acquisition strategy
as we expand into complementary markets and it will be
instrumental in building our global focus and scale that are
increasingly needed to continue to be successful.  It also meets
our major acquisition criteria, which include market leadership,
strong management, double digit growth opportunities and the
expectation of earnings in excess of our cost of capital."

JLG had $2.3 billion in revenues during fiscal 2006 and has
estimated a 20 to 25 percent increase in sales in fiscal 2007.  It
has the top market position in North America and Europe for aerial
work platforms and is the top producer of telehandlers in the
United States. JLG placed 22nd on FORTUNE magazine's 2006 list of
the 100 Fastest-Growing Companies.  The ranking was based on
three-year profit and sales growth through the first quarter of
2006 and three-year total return to shareholders.

"This transaction is a good fit for JLG," stated William M. Lasky,
chairman, president and chief executive officer of JLG.  "Oshkosh
has a similar philosophy of offering premier products, creating
strong market positions and delivering after-sales service and
support.  For the JLG team, this combination offers additional
growth opportunities.  For our customers, JLG will become an even
stronger partner in their future success.  We look forward to
working with the Oshkosh management team to ensure a rapid and
seamless transition."

"We are excited about the addition of this market-leading, global
company and expect a smooth integration into the Oshkosh family.
At the same time, we expect to realize substantial purchasing and
logistical synergies, while benefiting from JLG's already
outstanding manufacturing operations.  We have a long history of
successful acquisitions and expect to build on that history," Bohn
added.

                  Details of the Transaction

The transaction is expected to be modestly accretive to Oshkosh's
earnings per share in fiscal 2007 after giving effect to estimated
non-cash charges relating to amortization of acquired intangibles
and other one-time accounting and transaction related costs.

Oshkosh will finance the transaction with a $3.5 billion senior
credit facility provided by Bank of America, N.A. and JPMorgan
Chase Bank, N.A. and retire most of JLG's currently outstanding
debt.  The acquisition has been approved by the Board of Directors
of each company and is subject to customary closing conditions,
including approval under Hart-Scott-Rodino and similar laws
outside the U.S. and the approval by the shareholders of JLG.  The
transaction is expected to be completed within ninety days.

Upon completion of the transaction, JLG will become the largest of
four business segments of Oshkosh.  It continues the
diversification of the company.  In fiscal 2008, the first full
fiscal year of Oshkosh's expected ownership of JLG, Oshkosh
estimates that JLG will represent approximately 40 percent of its
consolidated sales and operating income.

"We are pleased to be bringing a solid company like JLG into
Oshkosh Truck.  Their product leadership and innovative culture
will be a great fit with our approach.  It is evident from the
strong reactions of both Boards that we have an opportunity to do
something very special," added Mr. Bohn.

                           About Oshkosh

Bases in Oshkosh, Wisconsin, Oshkosh Truck Corp. --
http://www.oshkoshtruckcorporation.com/-- designs, manufactures,
and markets various specialty commercial, fire and emergency, and
military trucks; truck bodies; mobile and stationary compactors,
and transfer stations; and portable and stationary concrete batch
plants worldwide.

                       About JLG Industries

JLG Industries, Inc. -- http://www.jlg.com/-- produces access
equipment (aerial work platforms and telehandlers) and highway-
speed telescopic hydraulic excavators.  JLG's manufacturing
facilities are located in the United States, Belgium, and France,
with sales and service operations on six continents.

                         *     *     *

As reported in the Troubled Company Reporter on May 24, 2006,
Moody's Investors Service upgraded the debt ratings of JLG
Industries, Inc. -- Corporate Family Rating to Ba3 from B1, Senior
Unsecured Notes to B1 from B2, and Senior Subordinate Notes to B2
from B3.  The outlook is changed to stable from positive.


KARA HOMES: Organizational Meeting Scheduled for October 23
-----------------------------------------------------------
The U.S. Trustee for Region 3 will hold an organizational meeting
to appoint an official committee of unsecured creditors in Kara
Homes Inc. and its debtor-affiliates' chapter 11 cases at
11:00 a.m., on Oct. 23, 2006, at The Essex Room, Hilton Newark
Penn Station, 1 Gateway Center in Newark, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Headquartered in East Brunswick, New Jersey, Kara Homes, Inc., aka
Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
Company filed for chapter 11 protection on Oct. 5, 2006 (Bankr. D.
N.J. Case No. 06-19626).  David L. Bruck, Esq., at Greenbaum,
Rowe, Smith, et al., represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed total assets of
$350,179,841 and total debts of $296,840,591.

On Oct. 9, 2006, nine affiliates filed separate chapter 11
petitions in the same Bankruptcy Court.  On Oct. 10, 2006, 12 more
affiliates filed chapter 11 petitions.

Kara Homes' exclusive period to file a chapter 11 plan expires on
Feb. 2, 2007.


KINETEK INC: Moody's Junks Rating on $85 Mil. 2nd Lien Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned Kinetek, Inc.'s Corporate
Family Rating a B2 following The Resolute Fund L.P.'s agreement to
purchase the company.  Moody's assigned B1 ratings to the
company's $50 million first lien revolver and $215 million term
loan B, and a Caa1 rating to its $85 million second lien term
loan.  Ratings on the company's existing credit facilities will be
withdrawn.  The ratings for the facilities reflect both the
overall probability of default of the company, to which Moody's
assigns a PDR of B2 and a loss given default of LGD 3 for the
first lien secured facilities and LGD 5 for the second lien term
loan.  The rating outlook has been changed from negative to
stable.  The ratings remain subject to review of the final
financing documentation.

The approximate $450 million acquisition plus fees and expenses
will be financed with approximately $216 million of first lien
bank debt, $85 million second lien debt, and $160 million of
sponsor equity.  The transaction resolves questions surrounding
Kinetek's pending debt maturities and ownership.

The B2 Corporate Family Rating reflects Kinetek's high 5.3x
adjusted debt to EBITDA financial leverage, modest 1.8x interest
coverage, and historically weak to negative free cash flow.
Kinetek remains exposed to cyclical demand and competition from
larger and better capitalized companies.  The B2 rating is
supported by Kinetek's leading domestic position in electrical
motors that are used in a range of applications including
elevators, commercial floor care, and consumer and commercial
products.  Kinetek enjoys cost and technical leadership in the
markets it serves which is partially evidenced by above average
operating margins.

The stable outlook reflects Moody's expectation that the company's
financial and operating profile will improve as

   -- Kinetek benefits from favorable demand dynamics in many of
      its end-markets; and,

   -- expected discretionary cash flow is used to reduce debt.

Factors that could cause Moody's to consider a negative rating
action include weak demand and substantial dividend or
acquisitions that increase leverage.  Factors that could cause
Moody's to consider a positive rating action include sustained
improvement in operating performance, demonstrated commitment to
lower financial leverage and sustained strong cash flow
generation.

The B1 rating of the first lien senior secured credit facilities
reflects an LGD 3 loss given default assessment as this facility
is secured by a pledge of substantially all of the company's
assets and benefits from the support of the junior debt and of the
contributed equity.  The Caa1 rating of the second-lien secured
term loan reflects an LGD 5 loss given default assessment that
reflects its contractual subordination to all of Kinetek's first
lien secured creditors.

These are Moody's rating actions:

   * Corporate family rating B2;

   * Probability-of-default rating B2;

     -- $50 million first priority senior secured revolver due
        2012 at B1 (LGD 3, 35%);

     -- $215 million first priority senior secured term loan due
        2013 at B1 (LGD 3, 35%);

     -- $85 million senior second lien secured term loan due 2014
        at Caa1 (LGD 5, 83%).

Based in Deerfield, Illinois, Kinetek Inc. manufactures specialty
purpose electric motors, gearmotors, gearboxes, gears and
electronic motion controls for a wide variety of consumer,
commercial, and industrial markets.  Revenues for the twelve month
period ended June 30, 2006 were approximately $353 million.


LIBERTY MEDIA: Moody's Affirms Ba2 Corporate Family Rating
----------------------------------------------------------
Moody's affirmed Liberty Media LLC's Ba2 Corporate Family and
senior unsecured ratings following Liberty's establishment of a
new $1.75 billion credit facility at QVC, Inc., Liberty's primary
operating subsidiary.  However, the rating outlook was changed to
negative from stable.

Outlook Actions:

   * Issuer: Liberty Media LLC
   * Outlook, Changed To Negative From Stable

The change in the rating outlook to negative reflects Moody's
concern over Liberty's more aggressive financial strategies and
profile, and that QVC may utilize the approximate $2.3 billion
of combined unused capacity on the new facility and the existing
$3.5 billion credit agreement signed in March 2006 to upstream
funds to Liberty for share repurchases and acquisitions that
will increase leverage.  Moody's believes there is little evident
need for incremental external financing due to QVC's good cash
generation and Liberty's sizable consolidated cash balance
($2.7 billion at June 30, 2006) and that the establishment of
the new facility indicates that leverage could be higher than
anticipated at the time of our May 18, 2006 rating action.

Moody's is also concerned that the level of support for the
Liberty Media bonds could decline through expansion in the level
of subsidiary debt that would increase the degree of structural
subordination to assets and cash flow of the operating
subsidiaries, or material changes in the value or risk profile of
cash and marketable securities (such as Liberty's News Corporation
stake) through returning cash to shareholders or swaps for
speculative operating assets.

Liberty Media LLC is a holding company owning interests in a broad
range of electronic retailing, communications, and entertainment
businesses.  The company maintains its headquarters in Englewood,
Colorado.


LINEAR LOGIC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Linear Logic, Inc.
        1233 Northgate Business Parkway
        Madison, TN 37115
        Tel: (615) 868-1179

Bankruptcy Case No.: 06-05891

Chapter 11 Petition Date: October 13, 2006

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine II

Debtor's Counsel: Steven L. Kefkovitz
                  Law Offices of Kefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $2,844,452

Total Debts:  $3,033,303

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
New Life Inatl                                           $450,000
103 Continental Place, Suite 2
Brentwood, TN 37027

Wilson Bank & Trust                                      $350,000
P.O. Box 768
Lebanon, TN 37088

Ballentine Press                                          $40,381
P.O. Box 1706
Hendersonville, TN 37077

Carthuplas                                                $34,774
7 Shape Drive
Kennebunk, ME 04043

Biltmore Press                                            $29,434
P.O. Box 25
Asheville, NC 28802

Arion/Amalgated Fin.                                      $26,125

VSG                                                       $25,947

American Express                                          $24,439

Hanky America                                             $18,151

G3 Mastering Solutions                                    $16,560

Blackbourn Media PKG                                      $15,047

PR Omni Digital                                           $12,413

Blue Cross Blue Shield             Health Insurance       $12,027

Koninkliijke Philips Elec.                                $10,744

Robert W. Haley                    Wages                  $10,096

Watkins Motor Lines                                        $9,181

Nashville Packaging                                        $8,774

Singulus Technologies                                      $8,672

Spectrum                                                   $8,262

Infiniti Media                                             $8,029


MEDIMEDIA USA: Moody's Junks Rating on $150 Mil. Sr. Sub. Notes
---------------------------------------------------------------
Moody's Investors Service assigned these first time ratings to
MediMedia USA, Inc:

   * $50 million senior secured revolving credit facility, due
     2012 -- Ba3, LGD 2, 29%

   * $200 million senior secured term loan, due 2013 -- Ba3,
     LGD 2, 29%

   * $150 million senior subordinated notes, due 2014 -- Caa1,
     LGD 5, 83%

   * Corporate Family Rating -- B2

   * Probability of Default Rating -- B2

Outlook is stable.

The B2 Corporate Family rating reflects MediMedia's high leverage,
continuing event risk, the relatively small scale of its business
lines and dependence upon the healthcare and pharmaceutical sector
spending for most of its business.

However, the ratings recognize MediaMedia's good business model,
the value of its brands, its long established relationships (with
medical associations, hospitals, physicians, health plan providers
and pharmaceutical companies), and its government certification as
an approved pharmaceutical sampling business (both of which
present formidable barriers to new entrants).  In addition,
ratings are supported by the growth, predictability, and cash flow
conversion of MediaMedia's sales complemented by its low capital
requirements.

The stable outlook reflects the defensibility of the company's
niche businesses, as well as an expectation of continuing top line
and EBITDA growth, in combination with positive free cash flow
generation.

On Oct. 5, 2006, the company was acquired by equity funds
managed by Vestar Capital Management, in a transaction valued
at $611 million, including approximately $165 million of cash
equity.  Proceeds from the proposed debt will take out bridge
financing incurred to partly fund the acquisition.

The proposed transaction will substantially increase MediMedia's
debt to $353 million from $121 million at the end of June 2006,
resulting in 8.6 times LTM June 2006 EBITDA (calculated in
accordance with Moody's standard global adjustments).  This debt
represents a fully leveraged profile, based upon a valuation of
8-10 times EBITDA.  Moody's expects that MediMedia will deploy its
free cash flow generation to decrease debt, thereby resulting in a
reduction of debt to EBITDA to approximately 7.4 times by the end
of 2007.

The Ba3 senior secured debt reflects an LGD 2 loss given default
assessment as senior secured debt is secured by a pledge of
substantially all of the company's assets and there is a
significant amount of junior debt.  The Caa1 rating of the senior
subordinated notes reflects an LGD 5 loss given default assessment
considering that the notes are subordinated to the secured credit
facility.  Senior secured lenders will receive upstream guarantees
from substantially all operating subsidiaries, supported by a
pledge of stock and a security interest in substantially all
assets.  Senior subordinated noteholders will receive subsidiary
guarantees on a subordinated basis.

Moody's considers that the company is weakly positioned within the
B2 rating category and an inability to deleverage according to
expectations could result in a downgrade.

Headquartered in Chatham, New Jersey, MediMedia USA Inc. provides
patient education content and applications sponsored by
pharmaceutical companies, employers, hospitals, health plans,
physicians and patients.  The company posted $245 million in
revenue for the last twelve months ending June 2006.


MERIDIAN AUTOMOTIVE: Wants Foreign Unit Financing Period Extended
-----------------------------------------------------------------
Meridian Automotive Systems Inc. and its debtor-affiliates
previously obtained permission from the U.S. Bankruptcy Court for
the District of Delaware to advance up to $9,700,000 to their non-
debtor Foreign Subsidiaries over a 14-month period ending on
June 26, 2006.  Under the terms of the Foreign Funding Order, the
Debtors were authorized to advance:

   -- up to $8,500,000 to Meridian Automotive System, S. de MR.
      de C.V.,

   -- up to $200,000 to Voplex of Canada; and

   -- up to $1,000,000 to Meridian Automotive Systems-DO Brazil
      LTDA.

As of Oct. 5, 2006, the Debtors have advanced approximately
$3,500,000 to the Foreign Subsidiaries pursuant to the Foreign
Funding Order, Edward J. Kosmowski, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, notes.

Accordingly, the Debtors ask the Court to modify the terms of the
Foreign Funding Order to:

   (a) extend the time in which they may advance funds to their
       Foreign Subsidiaries to the earlier of:

          (i) the effective date of a plan of reorganization, or

         (ii) June 26, 2007; and

   (b) allow them to reallocate $750,000 of the $8,500,000 that
       was previously allocated to Meridian Mexico to Meridian
       Brazil.

The Foreign Subsidiaries generally have been able to generate
positive cash flow from their operations and as a result, the
Debtors have only advanced approximately $3,500,000 to the
Foreign Subsidiaries, Mr. Kosmowski says.  The Debtors, however,
require the continued ability to advance additional funds to the
Foreign Subsidiaries up to the $9,700,000 cap to ensure that the
Foreign Subsidiaries can operate their business without
interruption.

Mr. Kosmowski argues that it is necessary for the Debtors to
continue advancing funds to their Foreign Subsidiaries to:

   (i) safeguard the Debtors' investment in the Foreign
       Subsidiaries; and

  (ii) ensure that the Foreign Subsidiaries continue to
       manufacture parts that the Debtors use to make end-product
       component parts to sell to OEMs.

The advances are necessary to permit the Foreign Subsidiaries to,
among other things, continue their production and manufacturing
operations, Mr. Kosmowski relates.

Mr. Kosmowski points out that if the Foreign Subsidiaries ceased
operations:

   (i) the value of the Debtors' interest in the Foreign
       Subsidiaries would be significantly reduced;

  (ii) any incremental revenue produced by the Foreign
       Subsidiaries would be eliminated;

(iii) the Debtors' market share in the automotive parts industry
       would be reduced; and

  (iv) the Debtors' relationship with numerous OEM customers
       would be materially and adversely affected.

"The Debtors are not seeking authority to increase the aggregate
amount of the funds that they may advance to the Foreign
Subsidiaries, but are merely seeking to reallocate the amounts
that can be advanced to the Foreign Subsidiaries up to the
aggregate amount previously authorized by the Court and extend
the period of time during which they may continue to advance such
funds," Mr. Kosmowski clarifies.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants to Sell Michigan Property for $2.45 MM
-----------------------------------------------------------------
Pursuant to Sections 105(a), 363(b) and 363(f) of the Bankruptcy
Code, Meridian Automotive Systems, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
permission to:

   (a) sell a parcel of real property located at 3225 32nd Street
       Southeast, in Kentwood, Michigan, referred to as the GR1
       Plant, to Roskam Baking Company for $2,450,000, free and
       clear of all liens, claims and encumbrances; and

   (b) pay the commission earned by real estate broker NAI West
       Michigan in accordance with the listing agreement between
       the parties from the proceeds of the Sale.

The Property spans approximately 11.3 acres of land, which
contains an industrial building that was used by the Debtors as a
manufacturing facility in connection with their interiors
division.  In December 2005, as a part of their ongoing
restructuring efforts and in an effort to streamline their
business, the Debtors ceased all production at the Property,
Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, tells the Court.

The Property is currently being used solely for storing unused
equipment.  The Debtors do not anticipate using the Property as
part of their business operations in the future.

In August 2006, the Debtors listed the Property for sale with NAI
West.  The Property was listed for several weeks, during which
time the Debtors received three offers from prospective buyers,
including Roskam's.  The other two offers were for $1,900,000.
After thoroughly reviewing each of the offers, the Debtors
determined that Roskam's offer was the highest and best offer.

Accordingly, the Debtors and Roskam entered into a real estate
sale agreement and addendum effective Sept. 19, 2006.  In
accordance with the terms of the Sale Agreement, Roskam deposited
$25,000 into an escrow account to be applied to the Purchase
Price on the closing date.  The parties contemplate closing on
the Sale on or before Nov. 1, 2006, subject to the Court's
approval.

The Property is currently subject to the security interests of
the Debtors' postpetition DIP lenders, the prepetition lenders
under the first lien and second credit agreements and the Series
B subordinated noteholders.  Upon closing, the Secured Parties'
liens, claims and encumbrances, if any, will attach to the net
proceeds of the sale in the order of their priority, with the
same validity, force and effect which they now have against the
Property.

For its services, NAI West will receive a commission equal to 6%
of the Purchase Price paid from the proceeds of the Sale, which
will be split equally with Roskam's broker.

Mr. Kosmowski contends that the Debtors should be allowed to sell
the Property to Roskam for these reasons:

   -- The Property, which has been sitting idle for the last 10
      months, is of little or no value to the Debtors' business
      operations;

   -- The Debtors are fully capable of maintaining their current
      levels of production and satisfying the needs of their
      customers without the use of the Property;

   -- By ceasing and transferring production from the Property to
      their other manufacturing locations, and selling the
      Property, the Debtors are able to streamline their business
      operations and eliminate the unnecessary overhead costs
      associated with the Property;

   -- The Purchase Price, which is payable in cash on the closing
      date of the Sale, is consistent with the market in the
      Kentwood, Michigan area for similar properties and
      represents a fair and reasonable purchase price for the
      Property; and

   -- According to NAI West, marketing the Property for an
      additional period of time is unlikely to yield any higher
      or better offers than Roskam's offer.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MESABA AVIATION: ALPA Balks at Court Ruling on CBA Rejection
------------------------------------------------------------
Mesaba Aviation Inc. pilot union leaders vowed to continue their
fight to protect the careers of their members in the wake of the
October 16 Bankruptcy Court decision once again granting
management's 1113(c) motion to reject labor's collective
bargaining agreements.  The pilots, represented by the Air Line
Pilots Association, Int'l, say this decision takes them closer to
a potential strike or exodus of employees at the airline.  ALPA
will aggressively appeal the ruling.

ALPA firmly believes that Mesaba pilots have the right to strike
and they intend to use that right when management imposes its
terms instead of negotiating a mutually acceptable agreement.  If
the court also approves Mesaba's motion for an injunction to stop
a strike, ALPA intends to forcefully litigate on that issue as
well.

"Mesaba labor won the appeal of this court's initial 1113(c)
decision because management did not meet the nine requirements set
forth by bankruptcy law to allow for the imposition of new terms,"
said Captain Tom Wychor, head of the ALPA unit at Mesaba.  "And in
our estimation, they failed to meet those requirements again."

"If the company's economics have changed to the extent that it now
requires less than the original 19.4% concessions from employees,
as evidenced by their new request to impose 17.5% over 5.5 years,
then the unions have a right to all the information that led to
that decision, but that didn't occur," Captain Wychor said.

ALPA recognizes Mesaba's need for cost savings, which is why the
pilots' last proposal to management offered a 15% labor cost
reduction -- a savings that by the company's own financial model
would guarantee it a six percent profit margin.

"Our Negotiating Committee worked around the clock over the
weekend using the extra time Judge Kishel gave us to try to come
to terms with management on a consensual deal," said Captain
Wychor.  "We have made some progress, and we are committed to
continuing our efforts, but we can not meet the new management
target of 17.5%.  The cuts are simply too deep."

Mesaba's ALPA leaders are planning a job fair for Mesaba pilots to
assist them in finding better employment opportunities where
pilots can expect professional wages and benefits in accordance
with their extensive experience and responsibilities as airline
pilots.  They have also been in constant contact with their
counterparts at many other ALPA carriers to secure preferential
hiring for Mesaba pilots should management impose new terms.

"It's a matter of survival, and being able to earn a living that
provides for your family," Captain Wychor said.  "And I'm sure
that our passengers would prefer that the pilots at the helm of
any aircraft are compensated fairly, instead of knowing that a
pilot has to hold down two jobs just to make ends meet.  If this
airline imposes its terms, or if pilots strike, liquidation is
nearly a foregone conclusion.  Management will have sealed the
fate of our airline."

                         About ALPA

Founded in 1931, Air Line Pilots Association, International --
http://www.alpa.org/-- represents 62,000 pilots, including 850
Mesaba pilots, at 40 airlines in the U.S. and Canada.

                     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.


MOTHERS WORK: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector, the rating
agency confirmed its B3 Corporate Family Rating for Mothers Work,
Inc. and its Caa1 rating on the Company's $125 million 11.25%
senior notes.  In addition, Moody's assigned an LGD4 rating to
notes, suggesting noteholders will experience a 64% 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%).

Philadelphia-based Mothers Work Inc. is a designer and retailer of
maternity apparel.  Mothers Work operates 1,540 maternity
locations and 725 leased departments.


NATIONAL ENERGY: Chevron Wants Confidentiality Agreement Approved
-----------------------------------------------------------------
Chevron U.S.A. and Chevron Energy Solutions, Inc., and Energy
Services Ventures, Inc., ask the U.S. Bankruptcy Court for the
Middle District of Maryland to approve a stipulated
confidentiality agreement in connection with the disclosure and
discovery activity relating to the proof of claim filed by
Chevron.

Chevron has obtained the agreement of a third party to allow
Chevron to produce documents and provide information, and for ESV
to receive those, in connection with an arbitration and a
settlement agreement, on the condition that Chevron disclose the
documents and information to ESV pursuant to a protective order.
The parties acknowledge that the order and the protection it
affords extends only to the limited information or items the
parties have agreed to treat as confidential.

The parties agree that the Confidential Information or Material
refer to all items or information, regardless of the medium or
manner generated, stored, or maintained, that are produced or
generated in disclosures, in response to discovery in this
matter, in depositions or other sworn testimony or in pretrial
proceedings, that relate to an arbitration between Chevron and
PG&E Corporation.

Patricia A. Borenstein, Esq., at Miles & Stockbridge P.C., in
Baltimore, Maryland, counsel to Chevron, states that the
protection conferred by the stipulation covers not only
Confidential Information or Material, but also any information
copied or extracted from there, as well as copies, excerpts,
summaries, or compilations thereof, plus testimony,
conversations, or presentations by the parties or counsel to or
in Court or in other settings that might reveal Confidential
Information or Material.

Confidential Information or Materials will be sealed and marked
"Confidential", Ms. Borenstein adds.  Inadvertent failure to
designate qualified information or items as "Confidential", if
corrected within the later of 14 days after it is entered as an
exhibit in any sworn statement or pretrial proceeding or the
close of fact discovery, does not, standing alone, waive
Chevron's right to secure protection for such material.

The order will remain in effect until Chevron agrees otherwise in
writing or a Court order otherwise directs.  Any non-party from
whom discovery is sought may be informed of and may obtain the
protection of the order.

Dennis J. Shaffer, Esq., at Whiteford Taylor Preston LLP, in
Baltimore, Maryland, counsel for ESV, tells that ESV may use
Confidential Information or Material that is disclosed or
produced by another party or by a non-party in connection with
this case only for prosecuting, defending, or attempting to
settle the litigation arising exclusively out of the contested
matter or the related adversary proceeding between the parties
pending in the Court.

Mr. Shaffer states that ESV may disclose any information or item
designated "Confidential", if reasonably necessary to disclose
the information for the litigation, only to:

   (a) ESV's attorneys in this action, as well as employees of
       the attorneys;

   (b) the officers, directors, principals, managing directors
       and employees of ESV;

   (c) experts, defined as a person with specialized knowledge or
       experience in a matter pertinent to the case, who has been
       retained by a party or its counsel to serve as expert
       witness or consultant, including a professional jury or
       trial consultant, of ESV, who have signed a nondisclosure
       agreement;

   (d) the Court and its personnel;

   (e) the court reporters, their staffs and professional
       vendors;

   (f) any person who ESV's attorney believes is a potential
       witness in the case, subject to the condition that no
       "Confidential" information or item is provided to or
       shared orally or in any other form with any potential
       witness who has not signed a nondisclosure agreement;

   (g) the author or recipient of the document or the original
       source of the information; and

   (h) any person whom Counsel for the parties agree should have
       access to the materials and who agrees to be bound by the
       terms of the order.

According to Mr. Shaffer, within 60 days after judgment in or
dismissal or other resolution of the contested matter and
adversary proceeding become final and non-appealable, the
attorneys of ESV will:

   (a) return to Chevron all copies of Confidential Information
       or Material produced by the person;

   (b) destroy all documents and copies containing or based upon
       Confidential Information or Material;

   (c) provide a certification of compliance.

Counsel may, however, retain court papers, deposition, hearing
and trial transcripts and attorney work product, including
Confidential Information or Material referred to or attached to
it, but may not disclose them to any other persons.

Ms. Borenstein further states that nothing in the Order will
prevent Chevron from agreeing to release any of the Confidential
Information or Material from the requirements of the Order.

                Littleton Seeks Summary Judgment

Littleton Electric Light Department asks the Court to issue a
summary judgment pursuant to Rule 56(c) of the Federal Rules of
Civil Procedure on the issue of whether its proofs of claim were
timely filed against NEGT Energy Trading - Power, L.P., and NEGT
Energy Trading Holdings Corporation.

Littleton also seeks summary judgment on the issue of whether the
deadline for claim objections under the ET Debtors' Plan of
Liquidation and its confirmation is what it purports to be -- a
deadline that is binding on the ET Debtors.

Nathan F. Coco, Esq., at McDermott Will & Emery LLP, in Chicago,
Illinois, argues that if a claim objection is to serve any
substantive purpose in bankruptcy -- other than a mere
placeholder -- then the Court should not consider the ET Debtors'
new legal arguments and objections.

Mr. Coco notes that one of the Debtors' arguments is that
Littleton's contracts were automatically terminated on the
Petition Date by exercising Section 556 of the Bankruptcy Code
because the Debtors qualify as "forward contract merchants" under
Section 101(26).  However, Section 556 by its express terms
applies only to a counterparty of a debtor, not the debtor
itself.  Accordingly, the Section 556 safe harbor would only come
into play if Littleton was a forward contract merchant, which it
is not, he states.

Furthermore, Littleton contends that the ET Debtors' arguments
fail to address the fundamental issues of fairness and equity
that underlie its request for summary judgment.

Mr. Coco relates that Littleton was listed among the parties
holding executory contracts in ET Power's schedules of assets and
liabilities.  As a result, Littleton was not required to file a
proof of claim before the general claims bar date.  Mr. Coco
points out that at no point during their Chapter 11 cases did the
ET Debtors amend the Schedule as required by Rule 1009(a) of the
Federal Rules of Bankruptcy Procedure and Rule 1009-1(b) of the
Local Bankruptcy Procedures to reflect their nuanced view that
the Littleton Contracts were actually terminated on the Petition
Date.

Mr. Coco explains that the reason why the rules require a debtor
to promptly amend its schedules upon learning of an error or
inaccuracy is to avoid the very type of trap the ET Debtors are
seeking to spring on Littleton.  It is also the reason, he says,
that courts have held that information in bankruptcy schedules,
executed and filed under oath, constitute binding admissions.

                      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: To Appeal Bankr. Court's Ruling on Lehman's Claim
------------------------------------------------------------------
PG&E National Energy Group Inc. nka National Energy & Gas
Transmission Inc. and its debtor-affiliates take an appeal from
the U.S. Bankruptcy Court for the Middle District of Maryland
order allowing Lehman Brothers, Inc.'s claim for $7,217,000 to the
U.S. District Court for the District of Maryland.

Kevin G. Hroblak, Esq., at Whiteford, Taylor & Preston LLP, in
Baltimore, Maryland, asks the District Court to find whether the
Bankruptcy Court erred in granting summary judgment in favor of
Lehman Brothers and denying summary judgment in favor of the
Debtors where:

   (a) conditions precedent in a contract giving rise to claims
       by Lehman were not satisfied, thereby barring recovery
       under the contract by Lehman;

   (b) performance of the contract giving rise to claims by
       Lehman was legally impossible and its purpose frustrated,
       thereby relieving the parties from performance under the
       Contract and barring recovery by Lehman;

   (c) a mutual mistake of the parties relieved performance under
       the contract giving rise to Lehman's claims, thereby
       barring recovery under the contract by Lehman; and

   (d) the operative provision of a contract giving rise to
       Lehman's claims is void as against public policy, thereby
       relieving performance by the parties and barring recovery
       by Lehman.

                      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)


NORTH AMERICAN: CEO Neal Kaufman Can Buy 4.2 Million More Shares
----------------------------------------------------------------
The compensation committee of the Board of Directors of North
American Technologies Group Inc. granted to Neal Kaufman, chief
executive officer, options to purchase up to 4,200,000 shares of
Company common stock under the 2005 Stock Option Plan at the
current market price of $0.34 per share.

The Company also entered into a Stock Compensation Plan Agreement
with Mr. Kaufman pursuant to which it agreed to issue $420,000
worth of shares of Company common stock, in such amounts, at such
times and under the conditions set forth in the Agreement.

Mr. Kaufman and the Company entered into an Employment Agreement,
effective Jan. 1, 2006, pursuant to which Mr. Kaufman would serve
as chief executive officer of the Company.  As part of his
compensation, Mr. Kaufman was granted options under the Plan to
purchase an aggregate of 4,800,000 shares of the Company's common
stock, 2,400,000 shares of which had an exercise price of $0.18
per share and 2,400,000 shares of which had an exercise price of
$0.30 per share.

The Company disclosed that it was the agreement and intent of the
Company and Mr. Kaufman that Mr. Kaufman receive options to
purchase a number of shares equal to 4% of the outstanding shares
of common stock of the Company on a fully diluted basis as of the
effective date of the Employment Agreement, which should have
resulted in the grant to him of options to purchase an aggregate
of 9,000,000 shares of the Company's common stock on the basis of
the approximately 225,000,000 shares of common stock outstanding
on a fully diluted basis at that time.  After it was discovered
that the January Options represented only 2.13% of the shares
outstanding on a fully diluted basis, the Company agreed to
correct this error in calculation by granting to Mr. Kaufman
options to purchase an additional 4,200,000 shares, to equal a
total of 9,000,000 shares subject to option.  The additional
options under the Plan will have the same terms and provisions and
subject to the same vesting schedule as the January Options, but
with an exercise price of $0.34 per share, the fair market value
of the Company's common stock on Oct. 6, 2006.

A full text-copy of the Stock Compensation Plan Agreement between
the Company and Neal Kaufman may be viewed at no charge at
http://ResearchArchives.com/t/s?1376

North American Technologies Group, Inc., (OTCBB: NATK)
-- http://www.natk.com/-- through its TieTek subsidiary
manufactures and sells composite railroad crosstie known as
TieTek(TM) made from recycled composite materials that is a direct
substitute for wood crossties, but with a longer life and with
several environmental advantages.

                        Going Concern Doubt

In June 2006, Ham, Langston & Brezina, LLP, in Houston, Texas,
raised substantial doubt about North American Technologies Group,
Inc.'s ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's recurring
losses from operations and debt service and working capital
requirements that reach beyond its current available cash.


NUTRO PRODUCTS: 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 Nutro
Products, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $100 million Sr.
   Secured Revolving
   Credit Facility
   Due Jan. 26, 2012      B1       Ba3     LGD2       29%

   $470 million Sr.
   Sec. Term Loan
   Due July 26, 2013      B1       Ba3     LGD2       29%

   $165 million Sr. Flt.
   Rt. Global Notes
   Due Oct. 15, 2013      B3       B3      LGD5       75%

   $150 million 10.750%
   Sr. Sub. Global Notes
   Due April 15, 2014    Caa1     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 City of Industry, California, Nutro Products, Inc. --
http://www.nutroproducts.com/-- formulates and manufactures dry
and canned food, biscuits, and treats for dogs and cats.  The
company's brand names include Natural Choice, MAX, and Gourmet
Classics.  Its products are available in feed stores and pet
supply shops, such as Petco and PetSmart, across the US and
Canada.  Nutro's products are also distributed worldwide.


O&M STAR: Moody's Places Ba3 Rating on $278 Mil. Debt Facilities
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the senior
secured credit facilities of O&M Star Generation LLC.  The
facilities are comprised of a $259 million senior secured term
loan facility due 2014 and a $19 million senior secured,
pre-funded letter of credit facility, also due in 2014.  The
rating outlook is stable.

Proceeds from the term loan were used to fund a series of
transactions, including the acquisition of certain equity
interests in Orange Cogeneration Limited Partnership that owns a
103 MW natural gas-fired cogeneration facility in Bartow, Florida;
and, Polk Power Partners, L.P. that owns a 120 MW dual-fuel
natural, gas and oil) cogeneration facility located near Bartow,
Florida, from certain subsidiaries of Arroyo Energy Investors, LP,
an indirect subsidiary of the Bear Stearns Companies, Inc.

In addition, proceeds from the term loan were also used in a
separate transaction to acquire from certain indirect subsidiaries
of General Electric Company: $48 million senior secured loan
facility to Mulberry (Mulberry Loan); a preferred limited
partnership interest in PPLP, which provides for an equity
interest in Mulberry and associated preferred limited partner
capital payments (Preferred Capital Payments); and, the right to
receive certain payments from OCLP equal to 5% of OCLP's
distributable cash.

The $19 million pre-funded letter of credit facility supports a
six-month debt service reserve fund and O&M Star's share of letter
of credit commitments for the Orange and Mulberry Projects.

O&M Star is a 50/50 joint venture between AIG Highstar Capital II,
L.P. and its affiliated funds, which are sponsored by AIG Global
Investment Group, and OTPPB US Power, LLC, a subsidiary of Ontario
Teacher's Pension Plan Board (Teachers, together with AIG
Highstar, the Sponsors).  The Sponsors are experienced owners of
contracted, power generation assets in the US market.

The total consideration paid for the acquisitions was
$326 million, including fees and expenses.  The Sponsors have
contributed $67 million of cash equity toward the acquisition,
with the remainder financed with the proceeds from the senior
secured term loan facility.

The ratings for the credit facilities of O&M Star considers these
strengths:

   -- Cash flow stability provided by the long term power
      purchase agreements (93% of total capacity is currently
      contracted, 79% of total capacity is contracted through
      2015, and 69% is contracted through 2024) between the
      underlying projects and high quality, investment grade
      utility counterparties, consisting of Progress Energy
      Florida, Inc. (A3 senior unsecured) and Tampa Electric
      Company (Baa2 senior unsecured);

   -- Large proportion of capacity revenues as percent of total
      PPA revenues (over 70% of total PPA revenues through 2015);

   -- Tested and proven technology and strong historical
      operational performance;

   -- The remaining equity ownership in the projects is held
      through another affiliate of the Sponsors, giving the
      Sponsors 100% management control;

   -- A funded letter of credit facility providing for 6 months
      of debt service;

   -- Ownership of the Mulberry Loan and Preferred Capital
      Payments that provides senior collateral position and
      priority payments;

   -- Currently favorable fuel supply arrangements; and

   -- A highly experienced and proven management team.

The ratings also reflect these areas of credit concern:

   -- Limited geographic diversity of the sources of cash flow;

   -- The normal operating risk associated with power project
      assets;

   -- The relatively high leverage;

   -- The structurally subordinated position of the lenders to
      the holding company, in relation to debt at the Orange
      project;

   -- The limited hard asset security that is available to the
      lenders;

   -- A significant amount of refinancing risk; and

   -- Uncertainty associated with the extension or
      replacement of the currently favorable gas supply
      arrangements upon their expiration in 2014 and 2015.

The facilities will be secured by all of the assets of the
borrower, including the acquired equity ownership interests and
partnership interests in the projects; the borrower accounts; and,
through the ownership of the Mulberry Loan and Preferred Capital
Payments, an indirect security interest in the assets of Mulberry.

The Mulberry Loan also conveys to the Borrower all rights and
remedies provided for under the Mulberry Loan credit agreement.

In assigning the rating, Moody's also considered structural
features in the term loan agreement, including:

   -- a cash sweep of 75% of available cash flow after scheduled
      debt service;

   -- a pre-funded 6 month debt service reserve covering forward
      interest and scheduled debt service; and,

   -- a set of financial and other covenants that restrict the
      business and financial activities of the borrower.

The transaction provides for only a 1% required amortization, with
additional amortization to be based upon the cash flow sweep
mechanism.

The stable outlook reflects the expectation that O&M Star will
experience relatively stable cash flows due to the predominantly
contractural nature of the underlying cash flow streams.  The
stable outlook also assumes stability in the credit quality of the
contractual off-takers and anticipates that the projects will
continue to be operated in a manner that allows them to achieve
historically high availability factors.

Positive trends that could lead Moody's to consider an upgrade
would include extension or replacement of gas supply contracts on
terms that eliminate or mitigate the uncertainty surrounding
market gas prices upon their current expiration dates in 2014 and
2015, and better than projected financial performance such as FFO
to consolidated debt in excess of 20% on a sustainable basis.

Negative trends that could lead Moody's to consider a downgrade
would include credit deterioration by key contractual off-takers,
substantial operating performance difficulties that result in
meaningful loss of capacity payments, poor market conditions in
combination with disadvantageous gas supply contract extensions,
and financial performance that is below expectations such as FFO
to consolidated debt in the low teens or below.

O&M Star Generation LLC is a holding company that owns equity
interests in two electric power projects located in Florida.
O&M Star is a 50/50 joint venture between AIG Highstar Capital II,
L.P. and a subsidiary of Ontario Teacher's Pension Plan Board.


OCCAM NETWORKS: Earns $203,000 in Third Quarter Ended September 24
------------------------------------------------------------------
Occam Networks Inc. reported third quarter 2006 revenue of
$18.1 million, which represented a 69% increase over the same
period in 2005 and an increase of 12% over the second quarter of
2006.

The Company's balance sheet at Sept. 24, 2006, showed total assets
of $33 million, total liabilities of $13 million and redeemable
preferred stock of $36 million resulting in a total stockholders'
deficit of $16 million.  At Dec. 25, 2005, the Company's total
stockholders' deficit stood $20 million.

For the three months ended Sept. 24, 2006, the Company reported
net income of $203,000 from sales of $18 million, compared to net
income of $358,000 from sales of $16 million for the prior quarter
ended June 25, 2006.  For the comparable quarter in 2005, the
Company reported a net loss of $2.9 million from $10 million in
sales.

For the nine months ended Sept. 24, 2006, the Company's net loss
was $2.7 million from $48 million in sales, versus a net loss of
$9.7 million from sales of $26 million, for the prior year.

"It was another substantial growth quarter for Occam on many
fronts," Bob Howard-Anderson, president and chief executive
officer, said.  "Our 10Gigabit Ethernet and FTTP products showed a
strong increase in shipments during the quarter and we are pleased
with the growing market acceptance of these products."

"Continuing our double digit new customer capture rate, we grew
our customer base to more than 180 telephone service providers,"
added Mr. Howard-Anderson.

Additional highlights for the third quarter of 2006 includes:

   -- The Start of shipment of the BLC 6244 and BLC 6246 24-port
      combination POTS and ADSL2Plus Blades, which extend the BLC
      6000 System family to serve lower density subscriber
      applications;

   -- Selection of the Company's BLC 6314 10GigE Transport and
      Optical Line Termination (OLT) Blade as a 2006 Innovation
      Award winner from INTERNET TELEPHONY magazine; and

   -- Disclosure of the interoperability with the Siemens(R)
      SURPASS(R) hiQ 8000 softswitch.

Based in Santa Barbara, Calif., Occam Networks Inc. (OTCBB:OCNW)
-- http://www.occamnetworks.com/-- develops and markets
innovative Broadband Loop Carrier networking equipment that enable
telephone companies to deliver voice, data and video services.
Based on Ethernet and Internet Protocol technologies, Occam's
equipment allows telecommunications service providers to
profitably deliver traditional phone services, as well as advanced
voice-over-IP, residential and business broadband, and digital
television services through a single, all-packet access network.

                      Going Concern Doubt

PriceWaterhouseCoopers, LLP, expressed substantial doubt about
Occam Networks, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's continued incurrence significant operating losses and
negative cash flows from operations since inception.


ONEIDA LTD: Panel Selects CCA Strategies as Actuarial Consultants
-----------------------------------------------------------------
The Official Committee of Equity Security Holders in Oneida Ltd.
and its debtor-affiliates' chapter 11 bankruptcy cases, asks the
U.S. Bankruptcy Court of the Southern District of New York for
permission to employ CCA Strategies LLC as its actuarial
consultant.

CCA Strategies will:

     a) undertake a review of certain documents by and between
        Harbridge Consulting Group LLC and the Debtors, including
        such formal actuarial valuation reports and related
        correspondence for the past three or more years
        as may be necessary and appropriate to understand the
        nature of the calculation of certain actuarial
        liabilities of the Debtors related to the Debtors'
        Pension Plan and the liability claims of the Pension
        Benefit Guaranty Corporation;

     b) meet with the Equity Committee to discuss its review and
        the impact on the Chapter 11 case;

     c) provide a written report to the Equity Committee,
        including reasonably detailed supporting documentation,
        expressing the firm's conclusions related to the
        actuarial assumptions and methods used in the actuarial
        valuation of the Debtors' Pension Plan, and the firm's
        conclusions related to the accuracy and appropriateness
        of the calculations of both current and forecasted
        contribution requirements and liability measurements for
        the Debtors' Pension Plan;

     d) assist the Equity Committee in evaluating any additional
        correspondence related to the actuarial liabilities of
        the Debtors regarding the Pension Plan;

     e) provide testimony through deposition to the Bankruptcy
        Court concerning PBGC claims in the Chapter 11 cases, the
        report, and other matters related thereto as requested by
        the Equity Committee or its counsel; and

     f) provide the Equity Committee other and further services
        as may be reasonably requested.

The Committee discloses that the firm's professionals will bill
between $205 and $535 per hour and that the firm's expenses will
not exceed $5,000.

To the best of the Committee's knowledge, the firm does not hold
any interest adverse to the Debtor's estate.

The firm can be reached at:

     CCA Strategies LLC
     437 Madison Avenue
     Suite 32BC
     New York, NY 10022-7001
     Tel: (212) 209-5335
     Fax: (212) 906-0104
     http://www.ccastrategies.com/

Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI)
-- http://www.oneida.com/-- manufactures stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and supplies dinnerware to the foodservice industry.
Oneida also supplies a variety of crystal, glassware and metal
serveware for the tabletop industries.

The Company and eight debtor-affiliates filed for Chapter 11
protection on March 19, 2006 (Bankr. S.D. N.Y. Case Nos. 06-10489
through 06-10496).  Douglas P. Bartner, Esq., at Shearman &
Sterling LLP represents the Debtors.  Credit Suisse Securities
(USA) LLC is the Debtors' financial advisor.  Scott L. Hazan,
Esq., and Lorenzo Marinuzzi, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., represent the Official Committee of
Unsecured Creditors.  Robert J. Stark, Esq., at Brown Rudnick
Berlack Israels LLP represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $305,329,000 in total assets and
$332,227,000 in total debts.  On May 12, 2006, Judge Gropper
approved the Debtors' disclosure statement.  The pre-negotiated
plan of reorganization of Oneida Ltd. was confirmed, on
Aug. 31, 2006.  The Company emerged from Chapter 11 on
Sept. 15, 2006, as a privately held company.


OPEN SOLUTIONS: Inks $1.3 Billion Purchase Deal with Carlyle Group
------------------------------------------------------------------
Open Solutions Inc., The Carlyle Group and Providence Equity
Partners have signed a definitive agreement under which The
Carlyle Group and Providence Equity Partners will acquire Open
Solutions in a transaction valued at over $1.3 billion.

Under terms of the agreement, The Carlyle Group and Providence
Equity Partners will acquire all of Open Solutions' outstanding
shares of common stock.  Open Solutions' stockholders will receive
$38.00 in cash for each share of Open Solutions common stock,
representing an approximately 32 percent premium over the average
closing price of Open Solutions' stock for the last thirty trading
days. The enterprise value of the transaction, including
assumption of debt, is more than $1.3 billion.

As a result of this acquisition, Open Solutions' convertible notes
will become convertible into the merger consideration payable to
their underlying shares of common stock and Open Solutions' other
currently outstanding indebtedness will be retired.

"This is yet another exciting chapter for Open Solutions as we
continue our efforts to revolutionize the financial services
sector", said Louis Hernandez, Jr., Open Solutions Chairman and
CEO. "With this announced transaction we fulfill our desire to
deliver an excellent value for our stockholders and at the same
time ready Open Solutions to enter the next stage in our history
of continually striving to provide innovative and enabling
technology solutions and services to our clients and the
marketplace.  We are pleased to be partnering with two industry
leading firms in The Carlyle Group and Providence Equity Partners,
and we look forward to working with them to further serve our
clients and the industry and build on the success of our company."

Bud Watts, Managing Director of The Carlyle Group, stated, "Louis
Hernandez and the talented employees of Open Solutions have built
a remarkable company with best-in-class technology and an
impressive client list.  Both Providence and Carlyle bring
substantial financial resources to Open Solutions, and in
partnership with Louis and his team, we intend to support the
continued growth and expansion of Open Solutions with aggressive
investment in internal R&D, customer service, and complementary
acquisitions."

"Since its founding in 1992, Open Solutions has utilized its
unique, best-in-class core processing technology to become a
premier provider of information services to the financial
community," said Julie Richardson, Managing Director at Providence
Equity Partners.  "We look forward to partnering with Louis and
his team and The Carlyle Group to support Open Solutions' growth
as a private company and the expansion of its leadership as a
critical technology provider to the financial services industry."

Open Solutions' board of directors and a special committee of the
board comprised solely of disinterested directors have unanimously
approved the transaction and recommended to Open Solutions'
stockholders that they adopt the merger agreement and approve the
merger.  The transaction is expected to be completed during the
first quarter of 2007 and is subject to various conditions,
including approval by the stockholders of Open Solutions, the
expiration of the applicable waiting period under the Hart-Scott-
Rodino Act, the absence of the occurrence of a material adverse
effect on Open Solutions and other customary closing conditions.

The transaction is not subject to a financing condition.  A
special meeting of Open Solutions' stockholders will be scheduled
as soon as practicable following the preparation and filing of
definitive proxy materials with the Securities and Exchange
Commission.

The acquisition will be financed through a combination of equity
contributed by investment funds affiliated with The Carlyle Group
and Providence Equity Partners and debt financing provided by
affiliates of Wachovia, JPMorgan, and Merrill Lynch & Co.

Wachovia Securities acted as financial advisor to Open Solutions.
Simpson, Thacher & Bartlett LLP acted as legal advisor to Open
Solutions.  SunTrust Robinson Humphrey acted as financial advisor
to the special committee of the board of directors of Open
Solutions and provided the committee with a fairness opinion in
connection with the transaction.  Morris, Nichols, Arsht & Tunnell
LLP acted as legal advisor to the special committee of the board
of directors of Open Solutions.  Merrill Lynch & Co. acted as
financial advisor to The Carlyle Group and Providence Equity
Partners. Latham & Watkins LLP and Weil, Gotshal & Manges LLP
acted as legal advisors to The Carlyle Group and Providence Equity
Partners.

                   About The Carlyle Group

The Carlyle Group -- http://www.carlyle.com/-- is a private
equity firm with $44.3 billion under management.  Carlyle invests
in buyouts, venture & growth capital, real estate and leveraged
finance in Asia, Europe and North America, focusing on aerospace &
defense, automotive & transportation, business services, consumer
& retail, energy & power, healthcare, industrial, technology and
telecommunications & media.  In the aggregate, Carlyle portfolio
companies have more than $68 billion in revenue and employ more
than 300,000 people around the world.

                  About Providence Equity

Providence Equity Partners Inc. is a private investment firm
specializing in equity investments in media and entertainment,
communications and information companies around the world.  The
principals of Providence Equity manage funds with over $9 billion
in equity commitments and have invested in more than 80 companies
operating in over 20 countries since the firm's inception in 1990.

                   About Open Solutions

Open Solutions Inc. -- http://www.opensolutions.com/-- offers a
product platform that integrates core data processing applications
built on a single centralized Oracle relational database, with
Internet banking, cash management, CRM/business intelligence,
financial accounting tools, imaging, digital documents, Check 21,
interactive voice response, network services, Web hosting and
design, and payment and loan origination solutions.

                     *     *     *


As reported in the Troubled Company Reporter on March 6, 2006,
Moody's Investors Service assigned to Open Solutions Inc., a B2
Corporate Family Rating, a B1 rating to its $320 million first
lien secured credit facilities, and a B3 to its $60 million second
lien secured term loan.  The rating outlook is stable.


OPEN TEXT: Acquires Hummingbird Ltd. for $489 Million in Cash
-------------------------------------------------------------
Open Text Corporation and Hummingbird Ltd. closed the transaction
pursuant to which all of Hummingbird's common shares were acquired
by a wholly owned subsidiary of Open Text.

Open Text, through its wholly owned subsidiary 6575064 Canada
Inc., acquired all of the issued and outstanding common shares of
Hummingbird at a cash price of $27.85 per common share which,
together with the 764,850 common shares of Hummingbird owned by
Open Text prior to the transaction, represent all of the issued
and outstanding shares of Hummingbird.  The transaction is valued
at approximately $489 million and was disclosed by Open Text on
Aug. 4, 2006.

The transaction was completed pursuant to a plan of arrangement
under section 192 of the Canada Business Corporations Act and an
arrangement agreement made as of Aug. 4, 2006, which was amended
on Sept. 19, 2006, among 6575064 Canada Inc., Open Text and
Hummingbird.

Under the plan of arrangement Hummingbird's shareholders are
entitled to receive $27.85 in cash for each Hummingbird common
share.

                        About Hummingbird

Based in Toronto, Ontario, Hummingbird Ltd. (NASDAQ:HUMC, TSX:HUM)
-- http://www.hummingbird.com/-- provides enterprise software
solutions.  The Company's enterprise software solutions fall into
two principal categories: enterprise content management solutions,
and network connectivity solutions.  Founded in 1984, Hummingbird
employs over 1,400 people and serves more than 33,000 customers,
including 90% of Fortune 100.  Hummingbird solutions are sold
directly from 40 offices worldwide and through an Alliance Network
of partners and resellers.

                        About Open Text

Headquartered in Waterloo, Ontario, Open Text Corporation
(NASDAQ:OTEX, TSX:OTC) -- http://www.opentext.com/-- provides
Enterprise Content Management solutions that bring together
people, processes and information in global organizations.  The
company supports approximately 20 million seats across 13,000
deployments in 114 countries and 12 languages worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 18, 2006,
Moody's Investors Service assigns a first-time Ba3 rating to the
senior secured facilities and B1 rating to the corporate family of
Open Text Corp., a leading provider of enterprise content
management software.  The ratings reflect both the overall
probability of default of the company, to which Moody's assigns a
PDR of B2, and a loss-given-default of LGD-2 for the senior
secured facilities.  Moody's also assigned a SGL-1 speculative
grade liquidity rating, reflecting very good liquidity.  The
ratings outlook is stable.


PA MEADOWS: Moody's Junks Rating on $70 Mil. 2nd Lien Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and stable ratings outlook to PA Meadows, LLC.  The associated
loss given default rating is LGD4, 50%, and the probability of
default rating is B3.   At the same time, a B2 (LGD3, 34%) was
assigned to the company's $25 million 1st lien revolver and
$180 million 1st lien term loan, and a Caa2 (LGD5, 84%) to its $70
million 2nd lien term loan.

The ratings outlook is stable.

Proceeds from the new bank facilities along with a cash equity
contribution from one of the equity partners, slot financing, and
a partial revolver draw will be used primarily to repay
acquisition debt, pay a license fee, fund an interest reserve,
construct a temporary casino, and purchase slot machines.

The B3 corporate family rating reflects the largely debt-financed
and start-up nature of PA Meadows temporary casino project as well
as the uncertainty associated with the market demand, future
competition, and win per unit performance of the Pennsylvania
gaming market which has no casino gaming history.  The rating also
acknowledges that the company is required to open a permanent
casino two years after opening its temporary casino.  The planned
temporary casino opening is May 2007, thus by May 2009 opening of
the permanent facility will be required.  Failure to open the
permanent facility on time could result in the loss of its gaming
license and an event of default under the 1st and 2nd lien bank
facilities which expire in 5 years and 6 years, respectively.

Positive ratings consideration is given to the population density
and favorable demographics of PA Meadows' primary market area and
the expectation that the company's temporary casino facility will
be constructed on time and on budget.  Ratings could improve if
the project is completed as planned and ramps up at a pace that
meets or exceeds management's current projections.  Material
construction delays and/or a weak ramp-up could have a negative
ratings impact.

The stable ratings outlook acknowledges that PA Meadows will be
the first casino to be constructed in its Pennsylvania market
area, but also recognizes that it will ultimately face
competition.  Also considered is the company's adequate liquidity
including a nine month interest reserve.

PA Meadows, LLC was recently approved to receive a Class 1
conditional Pennsylvania gaming license and will be constructing a
temporary casino aside its existing harness racing track in
Washington County, Pennsylvania.  The casino is scheduled to open
by May 2007. PA Meadows is a wholly owned subsidiary of Cannery
Casino Resorts, LLC.   CCR will be owned 58% by Millenium Gaming
Inc. and 42% by an entity managed by Oaktree Capital Management,
LLC.  In addition to PA Meadows, CCR owns and operates three
casinos in Las Vegas, Nevada, none of which is part of the PA
Meadows borrowing group.


PARKWAY HOSPITAL: Automatic Stay Doesn't Halt False Claims Suit
---------------------------------------------------------------
Anthony Fullington, in the name of the United States of America,
pursuant to the qui tam provisions of the False Claims Act, 31
U.S.C. Secs. 3729-33, brought an action (Dist. E.D.N.Y. No. 98-CV-
3618) against Parkway Hospital, Inc.  The complaint alleges, inter
alia, that Parkway wrongfully included certain non-covered costs
in annual reports submitted to the Medicare Program for
reimbursement, and received payment for those costs.

The United States elected to intervene and proceed with one count
in the action.  Parkway Hospital is in the midst of a Chapter 11
bankruptcy proceeding, and contends that the automatic stay
arising under section 362 of the Bankruptcy Code serves to stay
the action.

In a decision published at 2006 WL 2766075, the Honorable Joseph
F. Bianco finds that the government may proceed with its FCA claim
against Parkway under the police and regulatory powers exception
to the automatic stay, pursuant to 11 U.S.C. Sec. 362(b)(4).
However, Judge Bianco directs that the action will be stayed with
respect to claims maintained solely by the relator against Parkway
because the relator is not a "governmental unit" for the purposes
of the Sec. 362(b)(4) exception.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  The firm of Alston & Bird LLP serves as
substitute bankruptcy counsel to the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.  Parkway's exclusive period to file
a chapter 11 plan expires on Aug, 30, 2006.  Parkway has told
Judge Beatty that it thinks its Creditors' Committee is close to
signing a term sheet describing a consensual plan.


PARMALAT: Court Permits Citibank to Pursue Actions from October 31
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation between Citibank, N.A., and Citibank,
N.A. International Banking Facility, on one hand, and Dr. Enrico
Bondi, extraordinary administrator of Parmalat Finanziaria S.p.A.
and certain of its affiliates and CEO of Reorganized Parmalat, on
the other hand, stating that:

    a. at 5:00 p.m. New York time on Oct. 31, 2006, the
       Preliminary Injunction Order will automatically be deemed
       modified to permit Citibank to take any action to enforce
       its rights against Parmalat Paraguay S.A. or otherwise with
       respect to the obligations of Parmalat Paraguay to Citibank
       in Paraguay;

    b. during the Standstill Period, Reorganized Parmalat will
       provide Citibank, concerning Parmalat Paraguay and its
       subsidiaries, with:

       -- access to company management;

       -- access to their Paraguayan advisers;

       -- access to their books and records; and

       -- copies of and access to forecasts, budgets,
          restructuring plans, term sheets relating to a sale
          or other disposition of the assets, purchase and sale
          agreements, and correspondence relating to a sale or
          other disposition of assets or the restructuring of
          indebtedness; and

    c. during the Standstill Period, Reorganized Parmalat will not
       sell, transfer, encumber or incur new debt on any of the
       assets or shares of any of the Parmalat Paraguay Entities
       without Citibank's prior written consent.

The Court approves the parties' stipulation.

                          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/)


PARMALAT GROUP: Regains Sequestered Newlat and Carnini Units
------------------------------------------------------------
In September 2006, the Court of Parma lifted the protective
sequestration orders over the partnership capital of Newlat
S.r.l. and the shares of Carnini S.p.A.  The Court issued these
orders on Jan. 27, 2004 and Feb. 2, 2004, respectively.

The orders were issued in the context of an investigation
conducted by the Court of Parma into fictitious disposals
involving the two companies.  The purpose of these fictitious
transactions, which impaired the asset value of the old Parmalat
S.p.A. under Extraordinary Administration, was to circumvent
antitrust laws.

As a result of the decision, the new Parmalat S.p.A. has regained
full ownership of Newlat S.r.l. and Carnini S.p.A. at no cost to
the Company.

Newlat S.r.l, which is based in Reggio Emilia, manufactures
and distributes dairy products.  In 2005, it had revenues of
approximately EUR150 million.

Carnini S.p.A., which is based in Villa Guardia (CO), is also a
manufacturer and distributor of dairy products.  In 2005, it
reported revenues of approximately EUR45 million.

Regaining full title to the partnership capital of Newlat S.r.l.
will enable Parmalat S.p.A. to comply with the ruling issued on 30
June 2005 by the Italian Antitrust Authorities with reference to
the breach of the Antitrust regulation by the "old" Parmalat in
1999.  The measures prescribed by the Antitrust Authority, which
call for the Company to relinquish its dominant position in the
fresh-milk market and restore truly competitive conditions in that
market, require Parmalat S.p.A. to sell the matese and torre in
pietra brands on the open market, along with certain production
facilities owned by Newlat S.r.l.

                          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/)


POWER2SHIP INC: Sherb & Co. Raises Going Concern Doubt
------------------------------------------------------
Sherb & Co., LLP, Boca Raton, Fla., raised substantial doubt about
Power2Ship, 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
net losses and working capital deficiencies.

For the year ended June 30, 2006, Power2Ship, Inc., reported a
$5,675,329 net loss available to common shareholders on
$29,995,265 of total revenues compared with a $6,645,320 net loss
on $9,247,633 of total revenues for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed $5,251,709 in
total assets and $8,224,941 in total liabilities, resulting in a
$2,973,232 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $3,267,351 in total current assets available to pay
$8,117,138 in total current liabilities coming due within the next
12 months.

                         Subsequent Events

Consulting Services

In August, David S. Brooks and Kevin Yates, the Company's current
chief executive officer and chief operating officer, respectively,
entered into a consulting agreement to provide the Company with
business advisory services including strategic evaluation,
planning and advice, fund-raising support, sales and marketing
support, contract negotiation, and business development.

The term of the agreement was 12 months with an optional six-month
extension.  Subject to the successful completion of various
financing activities the Company is pursuing, the Company agreed
to pay each of them an annual fee of $100,000.

In August, Mr. Brooks and Mr. Yates were unanimously elected
directors at a special meeting of the board of directors of the
Company attended by all members of the board.

Conversion Extension

In September, the Company reached an agreement with a holder of
$1,750,000 of its 5% Series B secured convertible debentures,
which matured in September 2006, and $350,000 of its 14.25%
secured convertible debentures due Dec. 31, 2006.

The holder has agreed not to exercise its rights of conversion
under the debentures until Nov. 1, 2006, for which the Company
paid $100,000 in accrued interest, and not to exercise its rights
of conversion under the debentures from November 1 until Jan. 1,
2007, upon the Company paying the holder an additional $100,000 on
Nov. 1, 2006, to be applied as determined by the holder to accrued
interest or principal.

In addition, the Company agreed to amend the conversion price of
the $350,000 principal amount of 14.25% secured convertible
debenture to make it identical to the conversion provision of the
5% Series B secured convertible debentures, which is equal to the
lesser of:

    i) $0.456 per share, representing 120% of the closing
       bid price of the Company's common stock as quoted by
       Bloomberg, LP, on June 28, 2004, or

   ii) 100% of the average of the three lowest closing bid prices
       for the Company's common stock, as quoted by Bloomberg, LP,
       for the 30 trading days immediately preceding any
       conversion date.

A full-text copy of the Company's Annual Report is available for
free at http://ResearchArchives.com/t/s?137d

Power2Ship, Inc., specializes in providing pertinent, real-time
information to the worldwide transportation and security
industries.  Specific applications of the Company's technology
include: vehicle tracking, inventory/asset visibility, secure
trucking, and matching available freight with available trucks.


PROXIM CORP: Files Disclosure Statement in Delaware
---------------------------------------------------
Proxim Corp. and its debtor-affiliates delivered its Disclosure
Statement explaining its Chapter 11 Plan of Liquidation to the
U.S. Bankruptcy Court for the District of Delaware.

                          Plan Funding

The Plan contemplates that the Debtors will use the net cash
proceeds from the liquidation of the Estate Assets which consists
of:

   a) the remaining proceeds of approximately $4.5 million from
      the sale of the Debtors' assets;

   b) potential litigation and settlement recoveries from Rights
      of Action;

   c) any other remaining assets excluded from the sale.

                          Asset Sale

The Debtors remind the Court that at an auction for held on July
18, 2005, they determined that Terabeam had the highest bid at a
purchase price of $28 million.  The Court approved the sale on
July 20, 2005.  As part of the sale, the Debtors resolved an
objection to the assumption and assignment of a lease with
Winthrop Resources Corporation by allowing Winthrop to retain the
proceeds of a $1.45 million letter of credit in exchange for
Winthrop forfeiting all right, title and interest in equipment
leased by the Debtors from Winthrop.  This enabled the Debtors to
sell the equipment to Terabeam.


                    Warburg Deficiency Claim

Subsequent to the sale, the Official Committee, the Warburg Group,
and the Debtors, reached a global settlement that was approved by
the Court.  Under the settlement agreement, Warburg was granted an
allowed secured claim of $10.7 million, of which the Debtors had
previously paid $8 million.  The Debtors were required to pay an
additional $2.7 million to Warburg in full and final satisfaction
of the secured claim.

Warburg was also allowed a partially subordinated general
unsecured deficiency claim against the Debtors in an amount equal
to unpaid interest through Aug. 1, 2005, principal, reasonable
expenses, and a change in control premium equal to $5 million
provided in the loan documents.  Warburg's deficiency claim was
partially subordinated in which Warburg is not permitted to
recover the deficiency claim until either:

   a) in the event that third party releases are obtained in a
      plan in favor of the Warburg Parties, recoveries by other
      holders of allowed general unsecured claims meet or exceed
      25%; or

   b) in the event the contemplated third party releases are not
      obtained, recoveries by other holders of allowed general
      unsecured claims meet or exceed 20%.

Except for the obligations created under the settlement agreement,
the parties mutually released each other from any claims relating
the Debtors or their Estates.

                       Treatment of Claims

Administrative Claims, Professional Fees, and Priority Tax Claims,
totaling $1,225,000 will be paid in full.

On or before the date of distribution to each holder of an Allowed
Miscellaneous Secured Claim, the Debtors will elect to, either
abandon or surrender to the holder the property securing the
claim, in full satisfaction and release of the claim, or pay the
amount equal to the claim in cash.

Holders of General Unsecured Claims, totaling $3.3 million, will
receive their pro rata share of any available cash provided that
Warburg will only be entitled to a distribution on account of the
Warburg Deficiency Claim once the claim threshold is reached,
pursuant to the Warburg Settlement Agreement.

Holders of Equity Interests will receive nothing under the Plan.

A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=061012040615

                          Proxim Corporation

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking
equipment for Wi-Fi and broadband wireless networks.  The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  The Debtor along with
its affiliates filed for chapter 11 protection on June 11, 2005
(Bankr. D. Del. Case No. 05-11639).  Bruce Grohsgal, Esq., and
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub represent the Debtors in their restructuring efforts.
Andrew J. Flame, Esq., and Howard A. Cohen, Esq, at Drinker Biddle
& Reath LLP represent the Official Commitee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed $55,361,000 in assets and $101,807,000 in
debts.


PROXIM CORP: Court Sets Disclosure Statement Hearing on Nov. 16
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene at 11:00 a.m. on Nov. 16, 2006, in the U.S. District
Court, 844 King Street, Courtroom #2B in Wilmington, Delaware, to
consider the adequacy of the Disclosure Statement explaining the
Chapter 11 Plan of Liquidation of Proxim Corporation and its
debtor-affiliates.

Objections are due by Nov. 9, 2006.

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking
equipment for Wi-Fi and broadband wireless networks.  The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  The Debtor along with
its affiliates filed for chapter 11 protection on June 11, 2005
(Bankr. D. Del. Case No. 05-11639).  Bruce Grohsgal, Esq., and
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub represent the Debtors in their restructuring efforts.
Andrew J. Flame, Esq., and Howard A. Cohen, Esq, at Drinker Biddle
& Reath LLP represent the Official Commitee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed $55,361,000 in assets and $101,807,000 in
debts.


QUEEN'S SEAPORT: Trustee Taps Jeffer Mangles as Appellate Counsel
-----------------------------------------------------------------
Howard M. Ehrendberg, Esq., the chapter 11 trustee appointed
in Queen's Seaport Development Inc.'s bankruptcy cases, asks the
U.S. Bankruptcy Court for the District of California for
permission to employ Jeffer Mangles Butler & Marmaro LLP as his
transitional counsel and special appellate counsel.

Jeffer Mangels will:

     i) assist in the transition of matters from that the firm
        was handling as counsel for the Debtor to the trustee's
        professionals, including the proposed general counsel
        SulmeyerKupetz and

    ii) represent the estate with respect to the ongoing appeal
        of the denial of the objection to the claim of Portfolio
        Financial Servicing Company, which currently pending in
        the Bankruptcy Appellate Panel for the Ninth Circuit.

The Trustee tells the Court that the firm's fees will be limited
to $50,000.

Joseph E. Eisenberg, Esq., assures the Court that his firm does
not hold any interest adverse to the Debtor's estate and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Court.

Mr. Eisenberg can be reached at:

     Joseph E. Eisenberg, Esq.
     1900 Avenue of the Stars, 7th Floor
     Los Angeles, California 90067
     Tel: (310) 203-8080
     Fax: (310) 203-0567
     http://www.jmbm.com/

                      About Queen's Seaport

Headquartered in Long Beach, California, Queen's Seaport
Development, Inc. -- http://www.queenmary.com/-- operates the
Queen Mary ocean liner, various attractions and a hotel.  The
Company filed for chapter 11 protection on March 15, 2005
(Bankr. C.D. Calif. Case No. 05-15175).  Joseph A. Eisenberg,
Esq., at Jeffer Mangles Butler & Marmaro LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


QUINTEK TECH: Kabani & Company Raises Going Concern Doubt
---------------------------------------------------------
Kabani & Company, Inc., in Los Angeles, Calif., raised substantial
doubt about Quintek Technologies, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the years ended June 30, 2006, and 2005.  The
auditor pointed to the Company's significant operating losses and
insufficient capital.

For the year ended June 30, 2006, the Company reported net loss
applicable to common shareholders of $2,961,767 on $2,307,402 of
net revenues compared with a $7,434,262 net loss on $1,547,923 of
net revenues for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed $1,417,374 in
total assets and $2,225,156 in total liabilities, resulting in an
$807,702 stockholders' deficit.

The Company's June 30 balance sheet showed $637,628 in total
current assets available to pay $2,196,415 in total current
liabilities.

A full-text copy of the Company's 2006 Annual Report is available
for free at http://ResearchArchives.com/t/s?1370

Lyons Circle, CA-based Quintek Technologies Inc. provides out-
sourcing/in-sourcing services, consulting services, and solution
sales.


RADNOR HOLDINGS: Hires Wilmer Cutler as Investigative Counsel
-------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave Radnor Holdings Corporation and its
debtor-affiliates authority to employ Wilmer Cutler Pickering Hale
and Dorr LLP as special investigative counsel, acting through a
special committee of Radnor Holdings' board of directors, nunc pro
tunc to Aug. 25, 2006.

As reported in the Troubled Company Reporter on Sept. 15, 2006,
Wilmer Cutler will investigate and analyze the validity and
priority of the Prepetition Term Loan Lenders' claims and liens
against the Debtors and investigate, analyze and advise the
Special Committee of any facts or circumstances that would
otherwise warrant re-characterization or equitable subordination
of the Prepetition Term Loan Lenders' claims or liens.

The current hourly rates for Wilmer Cutler's professionals are:

       Designation                   Hourly Rate
       -----------                   -----------
       Partners                      $425 - $805
       Junior Partners               $420 - $495
       Counsels                      $375 - $600
       Associates                    $240 - $445
       Attorneys/Specialists         $200 - $400
       Paraprofessionals              $65 - $250

The Debtors assured the Court that Wilmer Cutler does not hold any
interests adverse to the Debtors or their estates.  Section 327(e)
of the Bankruptcy Code does not require Wilmer Cutler to be a
"disinterested person" under Section 101(14).

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


RAMBUS INC: Appoints David Shrigley as an Independent Director
--------------------------------------------------------------
Rambus Inc. appointed David Shrigley as an independent director to
its board of directors.  Mr. Shrigley was also appointed to the
compensation committee of the Board.

"Dave brings exceptional sales and marketing expertise to the
Rambus board and we are delighted to have the benefit of his
insight," Kevin Kennedy, chairman of the board of directors, said.
"Dave's accomplishments include helping Intel emerge as a leading
semiconductor company as well as being a key leader in Bay
Networks' rise in the networking space.  We look forward to his
input as execute on our strategy of bringing world-class
technology solutions to the marketplace."

Mr. Shrigley served as a general partner at Sevin Rosen Funds, a
venture capital firm, from 1999 to 2005.  Prior to which, he held
the position of executive vice president, Marketing, Sales and
Service at Bay Networks.  Mr. Shrigley served in various executive
positions during his 18 years at Intel, including vice president
and general manager of Asia Pacific Sales and Marketing Operations
based in Hong Kong, and vice president and general manager,
Corporate Marketing.

Mr. Shrigley holds a bachelor's degree from Franklin University in
Columbus, Ohio.  He also serves on the board of SPI Lasers PLC.

Headquartered in Los Altos, California, Rambus Inc., (NASDAQ:
RMBS) -- http://www.rambus.com/--is a technology licensing
company specializing in the invention and design of high-speed
chip interfaces.  The Company has regional offices in North
Carolina, India, Germany, Japan and Taiwan.

Rambus, Inc., on Sept. 8, 2006, received a notice of purported
defaults from U.S. Bank National Association, trustee for the
Company's Zero Coupon Convertible Senior Notes due 2010.  The
Notice asserted that the Company's failure to file its Form 10-Q
for the quarter ended June 30, 2006 constituted defaults under
Sections 7.2 and 14.1 of the Indenture between the Company and the
Trustee governing the Notes.  The Notice indicated that if the
Company does not cure these purported defaults under the Indenture
within sixty days of Aug. 17, 2006 an Event of Default would
occur.  The Company believes that it is not in default under the
terms of the Indenture.


REFCO INC: Case Summary & 53 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Refco Inc.
             One World Financial Center
             200 Liberty Street, Tower A
             New York, New York 10281

Bankruptcy Case No.: 05-60006

Debtor-affiliate filing separate chapter 11 petitions on
October 16, 2006:

      Entity                                     Case No.
      ------                                     --------
      Refco Commodity Management, Inc.           06-12436

Debtor-affiliates that filed separate chapter 11 petitions on
June 5, 2006:

      Entity                                     Case No.
      ------                                     --------
      Westminster-Refco Management LLC           06-11260
      Refco Managed Futures LLC                  06-11261
      Lind-Waldock Securities LLC                06-11262

Debtor-affiliates that filed separate chapter 11 petitions on
Oct. 17, 2005:

      Entity                                     Case No.
      ------                                     --------
      Refco Global Finance Ltd.                  05-60007
      Refco Information Services LLC             05-60008
      Bersec International LLC                   05-60009
      Refco Capital Management LLC               05-60010
      Refco Global Capital Management LLC        05-60011
      Marshall Metals LLC                        05-60012
      Refco Financial LLC                        05-60013
      New Refco Group Ltd., LLC                  05-60014
      Refco Regulated Companies LLC              05-60015
      Refco Finance Inc.                         05-60016
      Refco Capital Holdings LLC                 05-60017
      Refco Capital Markets, Ltd.                05-60018
      Kroeck & Associates, LLC                   05-60019
      Refco Administration, LLC                  05-60020
      Refco Mortgage Securities, LLC             05-60021
      Refco Capital LLC                          05-60022
      Refco F/X Associates LLC                   05-60023
      Refco Global Futures LLC                   05-60024
      Summit Management LLC                      05-60025
      Refco Capital Trading LLC                  05-60026
      Refco Group Ltd., LLC                      05-60027
      Refco Global Holdings LLC                  05-60028
      Refco Fixed Assets Management LLC          05-60029

Type of Business: The Debtors constitute a diversified financial
                  services organization with operations in 14
                  countries and a global institutional and retail
                  client base.  Refco Inc.'s worldwide
                  subsidiaries are members of principal U.S. and
                  international exchanges, and are among the most
                  active members of futures exchanges in Chicago,
                  New York, London, Paris and Singapore.  In
                  addition to its futures brokerage activities,
                  Refco Inc. and its affiliates are major brokers
                  of cash market products, including foreign
                  exchange, foreign exchange options, government
                  securities, domestic and international equities,
                  emerging market debt, and OTC financial and
                  commodity products..

Chapter 11 Petition Date: October 17, 2005

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtors' Counsel: J. Gregory Milmoe, Esq.
                  Sally M. Henry, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, New York 10036
                  Tel: (212) 735-3770
                  Fax: (917) 777-3770

Lead Debtor's Financial Condition as of August 31, 2005:

      Total Assets: $16,500,000,000

      Total Debts:  $16,800,000,000

Financial condition of debtor-affiliates that filed on
June 5, 2006:

   Entity                          Total Assets    Total Debts
   ------                          ------------   --------------
Westminster-Refco Management LLC     $1,918,030   $1,032,386,039

Refco Managed Futures LLC                    $0   $1,035,345,960

Lind-Waldock Securities LLC                  $0   $1,032,000,000

Financial condition of Refco Commodity Management, Inc.:

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $50,000 to $100,000

A. Refco Commodity Management, Inc.'s 3 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Affiliates and subsidiaries   Intercompany          Unliquidated
of Refco Inc.
One World Financial Center
200 Liberty Street - Tower A
New York, New York 10281
Attn: Eric Simonsen

Gary L. Franzen, as Trustee   Litigation            Unliquidated
of the Gary L. Franzen
Declaration of Trust, et al.

Wachovia Securities, LLC      Trade Debt                  $9,000
901 East Byrd Street, WS2055
Richmond, Virginia 23219
Attn: Leah R. Wehinger

B. Debtors' Consolidated List of 50 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
Bawag International Finance                         $451,158,506
BAWAG P.S.K.
Bank fur Arbeit und Wirtschaft und
Osterreichische Postsparkasse
Aktiengesellschaft Sietzergasse 2-4 A-1010
Vienna, Austria
P: +43/1/534 53/3 12 10
F: +43/1/534 53/ 2284

Wells Fargo                                         $390,000,000
Corporate Trust Services
Mac N9303-120
Sixth & Marquette
Minneapolis, MN 55497
P: 612-3 16-47727
Attn: Julie J. Becker

VR Global Partners, LP                              $380,149,056
Avora Business Park
77 Sadovnicheskaya NAB. Building 1
Moscow, Russia 115035

Rogers Raw Materials Fund                           $287,436,182
c/o Beeland Management
141 West Jackson Boulevard, Suite 1340
Chicago, IL 60604
P: (312) 264-4375

Bancafe International Bank Ltd.                     $176,006,738
Carrera 11 82-76
Segundo 2
Bogota, Colombia
P: 636-4349

     - and -

Bancafe International Bank Ltd.
801 Brickell Avenue Ph1
Miami, FL 33131
P: 305-372-9909
F: 305-372-1797

Markwood Investments                                $110,056,725
Via Lovanio
#19 00198
Rome, Italy

Capital Management Select Fund                      $109,009,282
Lynford Manor, Lynford Cay
Nassau, Bahamas

Leuthold Funds Inc                                  $107,264,868
Leuthold Industrial Metals, LP
100 North 6th Street Suite 412A
Minneapolis, MN 55403
P: 612-332-9141
F: 612-332-0797
Attn: David Cragg

Rietumu Banka                                       $100,860,048
JSC Rietumu Banka
Reg. No. 40003074497
VAT No. LV40003074497
54 Brivibas str
Riga, LV-1011 LATVIA
P: +371-7025555
F: +371-7025588

Cosmorex Ltd.                                        $91,393,820
CP 8057 28080
Madrid, Spain
P: +34-607-745-555
F: +34-667-706-622

BCO Hipotecario Inv. Turistic                        $85,807,030
(Fidelicomiso Federal Forex Invest)
Av Venezuela
Torre Cremerca, Piso 2
Ofici B2 El Rosal
Caracas, VENEZUELA

VR Argentina Recovery Fund                           $77,710,311
Avrora Business Park
77 Sadovnicheskayanab BLDG 1
Moscow, 115035 Russia

Rogers International Raw Materials                   $75,213,814
c/o Beeland Management
141 West Jackson Boulevard, Suite 1340
Chicago IL 60604
P: (312) 264-4375

Creative Finance Limited                             $65,111,071
Marcy Building, Purcell Estate
P.O. Box 2416
Road Town, British Virgin Islands

Cargill                                              $67,000,000
PO Box 9300
Minneapolis, MN 55440-9300
P: (952) 742-7575
F: (952) 742-7393

JWH Global Trust                                     $50,576,912
c/o Refco Commodity Management Inc.
One World Financial Center
200 West Liberty St., 22nd Floor
New York, NY 10281

RB Securities Limited                                $50,661,064
54 Brivibas Street
LV-1011 Riga, Lativa
P: + 371 702-52-84
F: + 371 702-52-26

Premier Trust Custody                                $49,365,415
Abraham De Veerstraat 7-A
Curacao, Netherlands Antilles

London & Amsterdam Trust Company                     $47,560,980
P.O. Box 10459 APO
3rd Floor
Century Yard
Cricket Square, Elgin Ave.
Grand Cayman, Cayman Island

Stilton International Holdings
Trident Chambers, Wickhams Cay
P.O. Box 146
Road Town, British Virgin Islands                    $46,820,415

Refco Advantage Multi-Manager Fund Futures Series    $41,713,723
c/o Refco Alternative Investments Group
One World Financial Center
200 West Liberty St., 22nd Floor
New York, NY 10281

Banesco NY Banesco Banco Universal C.A.              $39,596,609
Av Urdaneta, Esquina El Chorre, Torre Untbanca
Caracas Venezuela

Josefina Franco Sillier                              $32,862,419
Carretera Mexico-Toluca No. 4000
Col. Cuajimalpa D.R. 0500 Mexico

Rovida                                               $32,831,461
London & Amsterdam Trust Company
P.O. Box 10459 APO
3rd Floor
Century Yard, Cricket Sq.

Caja S.A.                                            $30,950,115
Sarmiento 299 1 Subsuelo (1353)
Buenos Aires, Argentina
P: (54 11) 4317-8900
F: (54 11) 4317-8909

Global Management Worldwide                          $28,976,612
Trident Corp.
Service Floor 1
Kings Court Bay St.
PO Box 3944
Nassau, Bahamas

Abadi & Co. Securities                               $28,046,904
375 Park Avenue, Suite 3301
New York, NY 10152
P: (212) 319 -4135

Refco Winton Diversified Futures Fund                $27,226,697
c/o Refco Global Finance
One World Financial Center
200 West Liberty Street, 22nd Floor
New York, NY 10281

Pioneer Futures, Inc.                                $25,932,000
One North End Ave., Suite 1251
New York, NY 10282

Daichi Commodities Co., Ltd.                         $24,894,833
10-10 Shinsen Cho, Shibuya-Ku
Tokyo, I5O-0045 JAPAN

GS Jenkins Portfolio LLC.                            $24,631,959
c/o Refco Capital Markets
One World Financial Center
200 West Liberty Street, 22nd Floor
New York, NY 10281

Winchester Preservation                              $23,349,765
c/o Joseph D, Freney
Christiana Bank & Trust Co.
3801 Kennett Pike, Suite 200
Greenville, DE 19807

Banco Agri Banco Agricola (PANAMA) S.A.              $22,314,386
Edificio Global Bank
#17, Local F, Calle 50 PANAMA, PA

     - and -

Banco Agricola, S.A.
1RA. Cakke Pte. Y 67 AV. Norte
Final Blvd Constitucion #100
San Salvador, ES

Peak Partners Offshore Master Fund Limited           $22,205,344
P.O. Box 2199
GT Grand Pavilion Commercial Center
802 West Bay Road
Grand Cayman, Cayman Islands

Arbat Equity Arbitrage Fund                          $19,106,989
Trident Corporate Services
1st Floor Kings Court
Bay Street
P.O. Box N3944
Nassau, Bahamas

Renaissance Securities (Cyprus) Ltd.                 $17,820,709
2-4 Arch Makarios
111 Avenue Capital Center, 9th Floor
1505 Nicosia Cyprus

AQR Absolute Return                                  $17,482,100
c/o Caledonian Bank & Trust Ltd.
P.O. Box 1043
GT Caledonian House
Grand Cayman, Cayman Islands

Geshoa Fund                                          $17,319,494
Corporate Center
West Bay Road
Po Box 31106 Smb
GRAND CAYMAN

RK Consulting                                        $14,074,345
7, Kountouriotou Street
14563 Kifissia
Greece

VR Capital Group Ltd.                                $13,690,549
Avrora Business Park
Calendonian House Mary Street
NAB 77 Building 1
MOSCOW, RUSSIA 115035
P: +358 600 41 902

GTC Bank, INC.                                       $12,971,439
Calle 55 Este
Torre World Trade Center
Piso 7
PANAMA GUATEMALA
P: (507) 265-7371
F: (507) 265-7396

Inversiones Concambi                                 $12,799,137
c/o AEROCAV 1029
P.O. BOX 02-5304
MIAMI, PL 33102

Miura Financial Services                             $12,150,213
AV. Francisco De Miranda
TORRE LA
PRIMERA PISO 3
CARACAS VENEZUELA

NKB Investments Ltd.                                 $11,699,430
199 Arch Makarios Ave
196 Makarios III Avenue
Ariel Corner 3rd Floor
Office 301 3030
Limassol CYPRUS

Tokyo Forex Financial Inc                            $11,689,354
Shinjyuku Oak Tower, 35th Floor
6-8-1 Nishishinjyuku
Shinjyuku-Ku, Tokyo JAPAN

Birmingham Merchant S.A.                             $11,215,413
AV. ARGENTINA 4793
PISO 3
CALLAO PERU

BAC International                                    $10,906,506
Calle 43 Qnquillo De Laguar
PANAMA
P: (507) 265-8289
F: 507-205-4031

Total Bank                                           $10,657,732
Calle Guaicaipuro Entre
Av.Principalde
Ias Mercedes
Torre Alianza Piso 9
EL ROSAL, CAACAS, VENEZUELA
P: (0212) 264.72.54/49.42
F: (0212) 266.58.12

Reserve Invest (Cypress) Limited                     $10,499,733
Maximos Plaza
3301 Block 3
3035 LIMASSOL
CYPRUS

Refco Commodity Futures Fund                         $10,166,045
c/o Refco Alternative Investments Group
One World Financial Center
200 Liberty Street, 22nd Floor
New York, New York 10281
P: 877 538 8820
F: 877 229 0005


RIVERSTONE NETWORKS: Court Okays Alan Miller as Interim President
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Riverstone Network Inc. and its debtor-affiliates permission to
employ Alan B. Miller, Esq., as interim president and chief
executive officer.

The Debtors sought immediate employment of Mr. Miller following
Noah Mesel's decision to step down as the Debtor's interim
president.

Mr. Miller will be the sole executive with the power to bind the
Debtors' estates.

The Debtor's application did not disclose Mr. Miller's
compensation fees.

To the best of the Debtor's knowledge, Mr. Miller does not hold
any interest adverse to the estate.

Based in Santa Clara, California, Riverstone Networks Inc. nka
Wind Down Corporation -- http://www.riverstonenet.com/-- provides
carrier Ethernet infrastructure solutions for business and
residential communications services.  The company and four of
its affiliates filed for chapter 11 protection on Feb. 7, 2006
(Bankr. D. Del. Case Nos. 06-10110 through 06-10114).  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, represent the Debtors.  Kerri K. Mumford,
Esq., at Landis Rath & Cobb LLP, represents the Official Committee
of Unsecured Creditors.  The firm Brown Rudnick Berlack Israels
LLP serves as counsel to the Official Committee of Equity Security
Holders.  The Debtors' Joint Plan of Reorganization and
Liquidation was confirmed on Sept. 12, 2006.  As of Dec. 24, 2005,
the Debtors reported assets totaling $98,341,134 and debts
totaling $130,071,947.


SACRED HEART: Moody's Chips $47.9MM Debt Rating to Ba3 from Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded the long term bond rating
for Sacred Heart Health System to Ba3 from Ba1 and has,
simultaneously, placed the rating on WatchList for further
downgrade.  The rating action affects approximately $47.9 million
of rated debt outstanding, including approximately $10.3 million
of variable rate debt backed by an LOC provided by Wachovia Bank
(Aa2).  The rating downgrade is primarily due to a weakened
financial profile reflected in poor operating performance, a
decline in liquidity, and uncertainty surrounding the upcoming
renewal of a letter of credit which would dilute the System's
already modest liquidity.

The LOC backed debt is rated under a "two party pay" analysis that
incorporates both SHHS' and Wachovia's rating.  The LOC-backed
bonds are rated Aa1/VMIG1.  The WatchList reflects the short-term
liquidity risk associated with the possible expiration of the
current LOC on Feb. 28, 2007, potentially creating a liquidity
crisis.  SHHS is in violation of certain financial covenants under
the terms of the LOC agreement that could permit Wachovia to
accelerate the debt at any time and also creates a cross-default
to the parity (they are all rated) bonds.

Legal security.  The Series 2005 bonds are secured by a gross
revenue pledge of the Obligated Group, which is comprised of
Sacred Hearth Health System and Sacred Heart Hospital of
Allentown, the flagship facility and a member of the SHHS.
Additionally, the Hospital's obligations will be secured by a
mortgage of SHH's main building in Allentown.  The bonds are
secured by a fully funded debt service reserve fund equal to
maximum annual debt service of the Series 2005 bonds.

Interest rate derivatives: none.

Strengths.

   * New president and CEO recently installed with a focus on
     physician relationships. After four consecutive years of
     declining operating performance, Moody's believes the change
     in management will provide a fresh perspective;

   * Total admissions increased for the first time after four
     consecutive years of decline, although acute care admissions
     were down 0.9%;

   * No significant debt plans for several years; and,

   * Operating revenues grew 4.5% in FY 2006 due to renegotiated
     contracts and improved payer mix.

Challenges.

   * Uncertainty surrounding the ability of SHHS to secure an
     extension of the LOC provided by Wachovia or another bank;

   * Temporary 4 month closure of the cardiac catheterizations
     lab stemming from technological difficulties with cardiac
     equipment, leading to a 0.9% decrease in acute care volume;

   * Declining market share in a difficult competitive
     environment with two larger competitors in the immediate
     service area;

   * System performance worsened to weakest levels since FY 2000,
     with a $9.7 million operating loss, causing SHHS to violate
     its coverage ratio, resulting in the engagement of a
     consultant;

   * Average age of plant has increased in recent years to 14.1
     years; and

   * Deferred maintenance remains an ongoing concern.

Recent developments.

The rating downgrade to Ba3 from Ba1 reflects the fourth
consecutive year of operating decline and weaker than expected
operating performance.  SHHS reported negative cash flow in FY
2006 with an operating loss of $9.7 million (-7.5% operating
margin), down from an operating loss of $5 million (-4.1%
operating margin) in FY 2005.  The large losses were driven by a
0.9% decline in acute care volumes due to the departure of a
cardiologist and a four-month closure of the cardiac
catheterization lab stemming from technological and equipment
difficulties, resulting in cost overruns.

Although management reports that the unit is now up and
operational, Moody's believes that the loss in market share could
have a more marked long term impact due to the competitive
environment of the Lehigh Valley market, with A1-rated Lehigh
Valley Health System (617 beds, 44% market share) and Baa1-rated
St. Luke's Hospital and Health Network (350 beds, 32% market
share) located within ten miles of SHHS.  In addition, Moody's
views SHHS' demographics unfavorably, with below average household
income of $32,000, well below the state median of $40,000.

Due to ongoing operating challenges, the board has recently
appointed a new president and CEO to provide a fresh new
management perspective.  The new CEO is a physician, reflecting a
renewed focus on strengthening relations with the medical staff in
addition to continue ramping up new service lines in the areas of
bariatric services, behavioral health, geriatric medicine, hospice
care, and a wound care center, where SHHS continues to enjoy
growing volumes.  Management has reported a return to operating
stability in the first quarter of FY 2007.  Due to expense
containment, the age of plant has increased in recent years as
capital spending levels have fallen below depreciation levels.

In light of operational difficulties, SHHS' liquidity position
declined, with days cash on hand falling to 63 days from 73 days,
although cash-to-debt improved to 47.3% from 46.9% due to a rapid
amortization schedule.  Although SHHS has maintained a cash
cushion of 63 days at FYE 2006, concerns remain as the
organization has begun to stretch accounts payables.  In addition,
debt to cash flow worsened to -35.3 from 9.4, and MADS coverage
fell to 0.32 times from 1.54 times in FY 2006 and FY 2005,
respectively. As a result, SHHS is in violation of the 1.2 times
debt service coverage covenant and has engaged a consultant.  Due
to this event of default, there is uncertainty as to whether SHHS
will be able to secure an extension on the LOC from Wachovia, with
whom management is currently undergoing negotiations, or another
bank.  The current LOC, which backs $10.3 million of rated debt,
expires on February 28, 2007. In the event that the LOC provider
elects not to extend, notice must be provided by Dec. 1, 2006.  If
any creditors were to accelerate their debt, such a development
would almost certainly result in a downgrade of the current bond
rating and a potential liquidity crisis.  However, if SHHS is
successful in extending the LOC for an intermediate term, we
believe current operations can sustain the organization at the
current rating level.

Outlook

The WatchList reflects the short-term liquidity risk associated
with the extension of the current LOC, which expires on February
28, 2007

What could change the rating--up

Sustained financial recovery including return to profitability, as
well as a recovery in volume growth.

What could change the rating--down

Further declines in liquidity due to continued operational losses,
further losses in market share, or failure to secure a LOC.

Key indicators.

Assumptions & Adjustments:

   * Based on financial statements for Sacred Heart HealthCare
     System

   * First number reflects audit year ended June 30, 2005

   * Second number reflects audit year ended June 30, 2006

   * Investment returns normalized at 6% unless otherwise noted

   * Inpatient admissions: 8,298; 8,547

   * Total operating revenues: $122,056; $127,487

   * Moody's-adjusted net revenue available for debt service:
     $8229; $1,701

   * Total debt outstanding: $51,357; $47,892

   * Maximum annual debt service (MADS): $5,360; $5,360

   * MADS Coverage with reported investment income: 1.43 times;
     0.25 times

   * Moody's-adjusted MADS Coverage with normalized investment
     income: 1.54 times; 0.32 times

   * Debt-to-cash flow: 9.42; -35.28

   * Days cash on hand: 73 days; 63 days

   * Cash-to-debt: 46.9%; 47.3%

   * Operating margin: -4.1%; -7.6%

   * Operating cash flow margin: 3.6%; -0.3%

Rated debt (debt outstanding as of 10/5/06)

Sacred Heart HealthCare System

   * Series 1998 A, $7.5 million outstanding; fixed rate; rated
     Ba2

   * Series 1998 B, $10.3 million outstanding; rated Aa1/ VMIG 1
     jointly supported by Direct Pay Letter of Credit and SHHS
     (expires February 28, 2007)

   * Series 2005, $25.6 million outstanding; fixed rate; rated
     Ba2


SAINT VINCENTS: Taps Weiser to Conduct Cancer Center Fund Analysis
------------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to retain Weiser LLP, nunc
pro tunc to April 18, 2006, to analyze certain expenses and the
distribution of funds related to, and generated in connection
with, the operation of Saint Vincent's Catholic Medical Centers'
Comprehensive Cancer Center.

Guy Sansone, chief executive officer of SVCMC, asserts that
Weiser is well-qualified to perform the services required by the
Debtors due to the firm's extensive experience in the accounting,
auditing, and tax advisory aspects of Chapter 11 cases and
familiarity with the health aid industry and with both
not-for-profit and for-profit accounting.

Mr. Sansone explains that Weiser's engagement will benefit the
Debtors' estates considering that the Debtors have paid
$381,093,707 to Aptium W. New York, Inc., formerly known as
Comprehensive Cancer Centers of New York, for services Aptium
provided under a services agreement with SVCMC.  SVCMC has
received $17,604,277 in connection with the operation of SVCCC.

Utilizing Weiser's services will ensure that the amounts that
Aptium calculated and paid to, or charged against, the Debtors
were proper and that SVCCC is being operated effectively and
efficiently, Mr. Sansone asserts.

Weiser will analyze SVCCC's operations and the propriety of the
management services provided to SVCMC by Aptium, pursuant to
procedures set forth in an engagement letter, a free copy of
which is available for free at:

           http://researcharchives.com/t/s?1374

Weiser will be paid based on its standard hourly rates:

          Partners                $375 - $525
          Managers                $275 - $350
          Seniors                 $175 - $250
          Staff Accountants       $100 - $150

For each time Weiser incurs fees of $50,000, it will cease work
to request and obtain written authorization from SVCMC to
continue further work on SVCMC's behalf.  Simultaneously, Weiser
will provide SVCMC and the Official Committee of Unsecured
Creditors with a status report of all work performed prior to the
request being made.

Mr. Sansone discloses that Weiser's fees are capped at $100,000
for the duration of the engagement.  However, Weiser is entitled
to apply for compensation above $100,000, if, within the scope of
the work contemplated by the Engagement Letter, Weiser has
provided advance reasonable notice to SVCMC.

The Debtors will also reimburse Weiser for necessary expenses
incurred.

In 2005, Weiser provided some preliminary services to SVCMC
relating to the SVCMC Foundation.  This engagement was
discontinued prior to the Petition Date, and Weiser was paid
$1,916 in full satisfaction of all prepetition services, Mr.
Sansone explains.

Stuart A. Gollin, CPA, CIRA, a partner at Weiser, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, and neither
Weiser nor its professionals hold any interest materially adverse
to the Debtors within the meaning of Section 327(a).

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 36 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Tort Panel to File New Counsel Retention Motion
---------------------------------------------------------------
Kronish Lieb Weiner & Hellman LLP has merged with Cooley Godward,
LLP to form Cooley Godward Kronish LLP, effective Oct. 1, 2006.

Richard S. Kanowitz, Esq., at Cooley Godward Kronish LLP, in New
York, notifies the U.S. Bankruptcy Court for the Southern District
of New York that the Official Committee of Tort Claimants
appointed in Saint Vincents Catholic Medical Centers of New York
and its debtor-affiliates' chapter 11 cases will file a
supplemental retention application with the Court seeking
authority to retain Cooley Godward Kronish as its counsel.

As reported in the Troubled Company Reporter  on July 4, 2006, the
Court authorized the Debtors to retain Kronish Lieb as its
counsel, nunc pro tunc to May 17, 2006.

Kronish Lieb's hourly rates are:

             Professional            Status     Hourly Rate
             ------------            ------     -----------
             James A. Beldner        Partner       $650
             Richard S. Kanowitz     Partner       $585
             Jeffrey L. Cohen        Associate     $380
             Seth Van Aalten         Associate     $290
             Noah Falk               Associate     $245

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)


SALOMON BROS: Moody's Pares Junk Rating on $3.4MM Class N Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
downgraded the rating of one class and affirmed the ratings of
eight classes of Salomon Brothers Commercial Mortgage Trust
2000-C3, Commercial Mortgage Pass-Through Certificates, Series
2000-C3:

   -- Class A-1, $62,723,507, Fixed, affirmed at Aaa
   -- Class A-2, $523,600,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $43,446,000, WAC, upgraded to Aaa from Aa2
   -- Class C, $36,586,000, WAC, upgraded to Aa1 from A2
   -- Class D, $13,720,000, WAC, upgraded to Aa2 from A3
   -- Class E, $13,720,000, WAC, upgraded to A1 from Baa1
   -- Class F, $13,720,000, WAC, upgraded to Baa1 from Baa2
   -- Class G, $13,720,000, WAC, affirmed at Baa3
   -- Class J, $6,860,000, Fixed, affirmed at Ba3
   -- Class K, $5,716,000, Fixed, affirmed at B1
   -- Class L, $10,290,000, Fixed, affirmed at B3
   -- Class M, $4,574,000, Fixed, affirmed at Caa1
   -- Class N, $3,430,000, Fixed, downgraded to Caa3 from Caa2

As of Sept. 18, 2006, the transaction's aggregate certificate
balance has decreased by approximately 14.4% to $783.1 million
from $914.7 million at securitization.  The Certificates are
collateralized by 161 mortgage loans secured by commercial and
multifamily properties.  The current pool is 100.0% conduit since
the one shadow rated investment grade loan, One Financial Place
($113.1 million - 14.4% of the pool) was defeased. The conduit
loans range in size from less than 1.0% of the pool to 14.4% of
the pool, with the top 10 exposures representing 37.4% of the
pool.  Twenty-one loans, representing 31.3% of the pool, have
defeased and been replaced by U.S. Government Securities.  Six
loans have been liquidated from the pool, resulting in aggregate
realized losses of approximately $13.6 million.

Four loans, representing 4.1% of the pool, are in special
servicing.  Moody's estimates aggregate losses of approximately
$2.5 million for all of the specially serviced loans.  Moody's was
provided with year-end 2005 and partial-year 2006 operating
results for approximately 95.7% and 21.9%, respectively, of the
performing loans in the pool.  Moody's loan to value ratio is
84.1%, compared to 88.5% at last review and compared to 83.6% at
securitization.

Moody's is upgrading Classes B, C, D, E and F primarily due to a
large percentage of defeased loans and increased subordination
levels.  Moody's is downgrading Class N due to realized losses,
expected losses from the specially serviced loans and LTV
dispersion.  Based on Moody's analysis, 12.0% of the pool has a
LTV greater than 100.0%, compared to 11.4% at last review.

The top three conduit loans represent 8.1% of the outstanding pool
balance.  The largest conduit loan is the Jorie Plaza Loan ($21.7
million - 2.8%), which is secured by a 190,000 square foot office
building located in Oak Brook, Illinois, 15 miles southwest of the
Chicago CBD.  The property is 100.0% occupied with the largest two
tenants occupying 75.0% of the premises. Moody's LTV is 78.8%,
compared to 79.3% at last review and compared to 91.5% at
securitization.

The second largest conduit loan is the Westland Meadows Loan
($21.5 million - 2.8%), which is secured by a 774-pad manufactured
housing community located approximately 15 miles southwest of the
Detroit CBD in Westland, Michigan.  Performance has weakened since
2003 due to occupancy loss and declines in base rent.  The loan is
on the master servicer's watchlist due to a decline in debt
service coverage.  Moody's LTV is in excess of 100.0% compared to
81.7% at last review and compared to 88.5% at securitization.

The third largest conduit loan is the Stonegate One Loan ($19.9
million - 2.5%), which is secured by a 142,000 square foot office
building located in the Westfields Office Park in Chantilly,
Virginia, 25 miles west of Washington, DC.  The property is 100.0%
occupied by Lockheed Martin (Moody's senior unsecured rating Baa1;
stable outlook) with a lease expiration date of December 2007.
Moody's LTV is 81.9%, compared to 93.2% at last review and
compared to 88.5% at securitization.

The collateral properties are located in 33 states, Washington,
D.C., and Puerto Rico.  The highest state concentrations are
California (18.5%), Illinois (17.0%), Michigan (6.8%),
Massachusetts (5.4%) and New Hampshire (4.9%).  All of the
properties located in Illinois are situated within the Chicago
MSA.  The pool's collateral is a mix of office (31.5%), U.S.
Government securities (31.3%), retail (14.1%), multifamily
(13.4%), industrial and self storage (7.4%), hotel 1.4%) and other
(0.9%). All of the loans are fixed rate.


SCHLOTZSKY'S INC: Committee's Suit Against Auditors Survives
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Schlotzsky's,
Inc., sued Grant Thornton, L.L.P. (Bankr. W.D. Tex. Adv. Pro. No.
05-5109), the Debtor's prepetition auditor, asserting claims for,
inter alia, professional negligence, breach of contract, equitable
subordination, and avoidance of preferential transfers.  Grant
Thornton filed motion to abstain or, in the alternative, motion to
dismiss for failure to state a claim.

In a decision published at 2006 WL 2663010, the Honorable Leif M.
Clark held that:

     (1) permissive abstention was not warranted;

     (2) under Texas law, the committee's breach of contract
         claim, which depended on the same exact allegations as
         did its negligence and malpractice claims, could not
         stand as currently pleaded;

     (3) the committee's claim for aiding and abetting breach of
         fiduciary duty could not stand as currently pleaded; and

     (4) the committee's claim for exemplary damages was
         adequately pleaded.

Although the committee had chosen federal court as its preferred
forum, as was its right, there was no evidence of impermissible
forum shopping, Judge Clark says.  The court was familiar with the
context of the litigation and the debtor's general background.
While some of the committee's claims were governed by state law
and even involved relatively unsettled legal issues, Judge Clark
concludes that it is not unjust for the bankruptcy court, which
has previously entertained a similar cause of action and which
often deals with legal issues grounded in state law, to retain the
matter.

                        The Lawsuit

The Committee wants money from Grant Thornton for alleged auditing
failures relating to the firm's handling of the debtor's pre-
petition acquisition of certain Area Developer Agreements from NS
Associates.

Schlotzsky's entered into area developer agreements with persons
or entities who were charged with both recruiting new franchisees
and handling some of the management tasks for existing franchisees
within a certain area, in exchange for a portion of the franchise
revenue.  One of the largest of these ADA's involved NS
Associates, covering Dallas, Houston and San Antonio.  That
agreement was entered into in 1996.

A few years later, Schlotzsky's initiated a strategy of either re-
negotiating the terms of some of these area developer agreements
or buying them out outright, with the goal of obtaining a new
source of financing by securitizing the franchise revenue stream.
The reacquisition transaction with NS Associates forms the basis
of this lawsuit, as the committee alleges that Grant Thornton
improperly characterized the debtor's exercise of the option in
the agreement as an "acquisition of intangible assets," thereby
impermissibly permitting the offset of 100% of the Option price.
The Committee maintains that the transaction should have been
recorded as an expense because it was more properly characterized
as a contract termination fee.  According to the Committee,
accounting for the transaction as did Grant Thornton allegedly
caused the Debtor's financial statements to falsely show an
increase in intangible assets of more than $25 million offsetting
the $23 million liability recorded, artificially masking the
company's insolvency.  The Committee also alleges that the assets
were worth substantially less than $25 million, evidenced by the
major write-down by the Debtor after filing.

Grant Thornton was hired to perform a fiscal year 2002 audit.  It
was re-engaged for the following fiscal year as well.  The
Committee in its complaint charges that Grant Thornton failed to
abide by Generally Accepted Accounting Standards as it had
promised to do in its audit engagement letters.  The Committee
alleges that Grant Thornton failed to abide by the AICPA
standards, also in breach of the engagement letter, for quarterly
audits it performed.  The Committee says that these failures
caused Schlotzsky's to become more insolvent because, had the
companies directors and officers known the Debtor's real financial
condition they would not have allowed it to incur additional debt.

Headquartered in Austin, Texas, Schlotzsky's, Inc., nka SI
Restructuring, Inc. -- http://www.schlotzskys.com/-- was a
franchisor and operator of restaurants.  The Debtors filed for
chapter 11 protection on August 3, 2004 (Bankr. W.D. Tex. Case No.
04-54504).  Amy Michelle Walters, Esq., and Eric Terry, Esq., at
Haynes & Boone, LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $111,692,000 in total assets and
$71,312,000 in total debts.  On Dec. 8, 2004, the Court approved
the sale of substantially all of the Debtors' assets to Bobby Cox
Companies for $28 million.  Schlotzsky's and its debtor-affiliates
emerged from chapter 11 on April 21, 2006, under the terms of
their confirmed Joint Plan of Liquidation.


SEA CONTAINERS: Provides Update on Chapter 11 Filing
----------------------------------------------------
In order to achieve a financial restructuring, Sea Containers Ltd.
and two subsidiaries, Sea Containers Services Ltd. and Sea
Containers Caribbean Inc., voluntarily filed for protection under
Chapter 11 of Title 11 of the United States Bankruptcy Code.  The
filings were made on Oct. 15, 2006, in the U.S. Bankruptcy Court
for the District of Delaware.

A copy of the Company's chapter 11 case summary was published in
yesterday's Troubled Company Reporter.

"Although we have not paid the October 15 public notes, we are
optimistic about the success of our restructuring program and our
ability to reach agreement with creditors," Bob Mackenzie,
President and Chief Executive Officer, said.  "The prime reason
for seeking protection is to prevent any individual creditor from
taking action on its own, which would be against the interests of
Sea Containers and the majority of creditors.  The Chapter 11
process is very different from Administration in the U.K., because
the directors remain in charge.  We continue with our business
strategy and for our key operating units it will be 'business as
usual'.  Chapter 11 will allow us the flexibility and the time
needed to implement our reorganization plan and to move Sea
Containers onto a sustainable financial footing.  Much has already
been achieved this year to improve Sea Containers' finances,
including the sale of Silja, the reduction by more than 50% of
group debt and the recent refinancing of our containers."

Other than the two subsidiaries, no other subsidiary company
within the group has filed for protection.  Operating subsidiaries
such as Great North Eastern Railway, the U.K. rail operator, and
the SeaStreak ferry services in New Jersey, will continue their
normal day-to-day operations.  GE SeaCo, the joint venture
container leasing business, is a completely separate business and
is completely unaffected.

The filing companies have sought Chapter 11 protection because
their directors concluded that a court-supervised reorganization
will better enable the companies to restructure their debt,
working co-operatively with creditors to place the respective
companies on a sound and sustainable financial footing.  On
Aug. 11, 2006, the Company stated that it would not pay the
$115 million principal amount of the 10-3/4 % senior notes due on
Oct. 15, 2006, unless it concluded that it could pay in full the
other public notes maturing in 2008, 2009 and 2012 and all other
unsecured creditors, as well as retain sufficient working capital.

Since then, the Company has outlined a restructuring proposal to
the advisors representing the ad-hoc committee of note holders and
has had a number of discussions with these advisors with the aim
of restructuring the Company's public notes and other unsecured
financial obligations.  Sea Containers has also been in
discussions with advisors to the trustees of Sea Containers' two
principal U.K. pension schemes.  Although Sea Containers believes
that progress has been made in these discussions, it has not been
able to reach agreements with the necessary stakeholders prior to
the Oct. 15, 2006 maturity date of the 10-3/4 % notes.  The
Company has decided it cannot pay the October 15 notes at
maturity, and is thus in payment default.  The decision to seek
Chapter 11 protection was taken by the directors of the filing
companies by board action on Oct. 14, 2006.

Sea Containers Ltd continues to operate under the direction of its
Board and the Company's subsidiaries remain under the control of
their respective managements and boards of directors.  It is
intended that the filing companies will continue to function
normally, with minimal change to the way they conduct business and
be able to fund their continuing operations during the
reorganization process.  Sea Containers fully expects that there
will be no interruptions to the payment of salaries and benefits
for employees and that the filing companies will continue to meet
supplier obligations incurred during the Chapter 11 process.  Sea
Containers may initiate one or more complementary proceedings
outside of the United States in order to facilitate the Chapter 11
process.

                          Cash Position

Sea Containers' total cash on Oct. 14, 2006 was $126 million of
which approximately $59 million was either restricted as security
for obligations to third parties or held in subsidiaries and could
not be remitted back to the Company for various legal, regulatory
or bank covenant reasons.

The remaining free cash of $67 million compares to $80 million
as at July 31, 2006.  The main movements on free cash are the
receipt of $40 million from the container refinancing and sale
of containers, the repayment of secured debt of $9 million, a
net $23 million to meet both the recurring and non-recurring
operating needs of the business and $16 million of restructuring
costs.  The free cash balance of Sea Containers Ltd on Oct. 14,
2006 was $49 million, with the remaining $18 million held in
subsidiaries available for group purposes.

                            Pensions

In light of the deficits relating to the Sea Containers 1983 and
1990 Pension Schemes in the U.K., Sea Containers has sought to
ensure that the restructuring takes account of the pension
liabilities.  The directors of Sea Containers Services Ltd are in
discussions with the trustees of the 1983 and 1990 Schemes and the
U.K. Pension Regulator about the future of those Schemes.  The
trustees of the 1983 and 1990 schemes have issued certain demands
and notices, pursuant to legal requirements and the pension scheme
rules, to Sea Containers Ltd and participating employers including
Sea Containers Services Ltd.  The trustees have appointed
professional advisors to support them.

Active members of the 1983 Scheme were recently informed that the
directors of Sea Containers Services Ltd, with the agreement of
the trustees, had decided that active members should cease to
accrue benefits for future service with effect from Sept. 30,
2006.  These employees will be given an opportunity to join the
Sea Containers Group Stakeholder Pension Plan in the U.K.

                           Containers

Sea Containers recently completed two transactions relating to its
container operations. These transactions represent a further step
in Sea Containers' strategy of simplifying its business and
placing its finances on a sounder footing.

The first transaction, as reported in the Company's SEC Form 8-K
filed Oct. 10, 2006, is a $160.7 million refinancing of
containers, representing the bulk of those containers owned by Sea
Containers but managed by GE SeaCo.  The new facility is for a
term of three years.  This transaction assigns and refinances the
existing 2001 container securitization, as well as repaying all
other existing credit facilities secured by Sea Containers' owned
containers.

This transaction achieves a number of objectives. Firstly, it
rationalized and simplified the existing container financing
structure.  Secondly, it cured a number of existing covenant
defaults in separate container financing facilities.  Thirdly, it
released approximately $16 million of cash liquidity to assist in
the overall restructuring program.  Fourthly, in connection with
this transaction, certain containers and tanks were released from
lien so that these units could be either sold or financed more
efficiently.

In the second transaction, Sea Containers sold on Oct. 13, 2006
its containers which are leased and managed outside GE SeaCo.
This business lacked critical mass and could not be efficiently
operated by Sea Containers.  The sale of about 14,000 containers
and tanks was made to Unitas Containers Limited, a global
container leasing company based in Bermuda and London, delivering
net proceeds of approximately $24 million to Sea Containers.  As a
result of the above refinancing transaction, these containers were
sold free of debt.

The overall liquidity released by the above two transactions
amounts to approximately $40 million.  In addition the refinancing
released from lien an approximate $15 million of containers for
future sale or financing.

                            GE SeaCo

The Company filed an SEC Form 8-K on Oct. 4, 2006 regarding the GE
SeaCo joint venture.  In addition to providing audited financial
statements for GE SeaCo and its subsidiaries, it reported that the
Company had received letters from GE, asserting that there had
been a change of control at Sea Containers Ltd. around March 20,
2006 when James Sherwood, the founder of Sea Containers, resigned
various positions including that of Chairman of the Board.  Under
the GE SeaCo joint venture agreements, a change of control at Sea
Containers would enable GE to purchase its interest in the GE
SeaCo joint venture, at an agreed or litigated valuation.  On the
basis of this assertion, GE also notified the Company that a
valuation process should proceed.  The Company believes these
assertions have no merit and, if necessary, will defend the action
vigorously to protect its investment in GE SeaCo in the interest
of Sea Containers' shareholders and creditors.  GE SeaCo continues
to perform well, with both partners firmly focused on improving
market competitiveness through cost reduction and improved
technology.

                        Outstanding Debt

At Oct. 14, 2006, Sea Containers had $650 million of consolidated
debt outstanding.  This compares to $630 million (including
shipyard debt) at July 31, 2006.  The movement was an increase in
container debt from the container refinancing of $29 million less
a repayment of $9 million in relation to secured ferry debt.

The $20 million unsecured liability owed to a shipyard payable on
Sept. 30, 2006 was assigned to a financial investor and
rescheduled for payment on Oct. 15, 2006 to align with the
repayment date of the October 2006 public notes.  This unsecured
liability was also not paid on Oct. 15, 2006.

                              GNER

The Chapter 11 filings do not affect the control and operations of
GNER, which is the rail franchise that runs the East Coast Main
Line in the U.K.  Sea Containers and GNER have kept the U.K.
Government's Department for Transport abreast of developments, and
GNER is not in breach of any of its franchise commitments.  GNER's
lines of credit and financial activities have been 'ring- fenced'
from those of Sea Containers, apart from the standby credit and
overdraft facilities mentioned in the Aug. 11, 2006 news release
of Sea Containers.  These facilities are provided by Sea
Containers as a condition of the franchise agreement and remain
undrawn.

Employees of GNER and Sea Containers Railway Services Ltd do not
participate in the Sea Containers U.K. pension schemes.  They
participate in separate U.K. schemes, the Railway Pension Scheme
and an SCRS defined contribution scheme.

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. (Other
OTC: SCRA.PK and SCRB.PK) -- http://www.seacontainers.com/--  
provides passenger and freight transport and marine container
leasing.  Registered in Bermuda, the company has regional
operating offices in London, Genoa, New York, 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.  On Oct. 3, the
company's common shares and senior notes were suspended from
trading on the NYSE and NYSE Arca after the company's failure to
file its 2005 annual report on Form 10-K and its quarterly reports
on Form 10-Q during 2006 with the U.S. Securities and Exchange
Commission.

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.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
James F. Conlan, Esq., Larry J. Nyhan, Esq., and Jeffrey E. Bjork,
Esq., at Sidley Austin LLP, and Robert S. Brady, Esq., Edwin J.
Harron, Esq., Edmon L. Morton, Esq., at Young, Conaway, Stargatt &
Taylor, represent the Debtors.  PricewaterhouseCoopers LLP serves
as the Debtors' financial advisors.  When the Debtors filed for
protection from their creditors, they reported $1.7 billion in
total assets and $1.6 billion in total debts.


SECUNDA INTERNATIONAL: S&P Revises B- Ratings' Watch Implication
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications for its 'B-' long-term corporate credit and senior
secured debt ratings on Nova Scotia-based Secunda International
Ltd. to developing from positive.

The rating action followed Secunda's announcement that it has
terminated the IPO of its common shares in Canada and the consent
solicitation for its outstanding senior secured floating rate
notes due 2012.

Secunda announced it would terminate the IPO of its common shares
in Canada due to adverse market conditions.  In conjunction with
its decision to discontinue the IPO process, Secunda also
announced that it has terminated the cash tender offer and consent
solicitation for its senior secured floating rate notes due 2012.

"As a result of Secunda's termination of its IPO in Canada, the
company will be unable to reduce its leverage to the extent
anticipated," said Standard & Poor's credit analyst Jamie
Koutsoukis.

"Although the company has demonstrated continued improvement in
both its financial and business profiles on the strength of
higher-than-historical utilization and day rates, and strong
market conditions for its services, we will need to assess the
company's near- and medium-term funding plans and the effect they
will have on Secunda's overall credit profile," Ms. Koutsoukis
added.

Standard & Poor's intends to meet with Secunda's management to
review its revised strategy following the termination of the IPO
and tender offering.  The rating agency will then determine
whether the ratings could be raised, lowered, or affirmed.

If Secunda adds further debt to its balance sheet to finance
further vessel acquisitions and fund growth initiatives, the
company's credit profile would likely weaken and consequently
could have a negative effect on the ratings.

Conversely, if Secunda is able reduce its leverage as a result of
improved market conditions and increased internal cash flow
generation, its credit profile will likely strengthen and could
result in a positive rating action, although an upgrade higher
than one notch is unlikely.

If the company expects to remain with its current financial
profile, the corporate credit rating might remain at its current
level.

Standard & Poor's will resolve the CreditWatch action further
consultation with Secunda's management and an assessment of the
company's financial policies following the termination of the IPO.


SOUTHERN STAR: 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 broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba1 corporate
family rating on Southern Star Central Corp.

At the same time, the rating agency raised its Ba3 probability-of-
default rating on the Company's 6.75% Sr. Unsec. Global Notes due
2016 to Ba2, and attached an LGD5 rating on these notes,
suggesting noteholders will experience a 80% loss in the event of
a default.

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

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

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

Headquartered in Owensboro, Kentucky, Southern Star Central Corp.
-- http://www.sscgp.com/-- owns Southern Star Central Gas
Pipeline, Inc. an interstate natural gas transmission system
spanning approximately 6,000 miles in the Midwest and Mid-
continent regions of the United States. Southern Star's pipeline
facilities are located throughout Kansas, Oklahoma, Nebraska,
Missouri, Wyoming, Colorado and Texas.  It serves major markets
such as the Kansas City metropolitan area, Wichita, Kansas and the
Joplin/Springfield, Missouri areas.


SPECTRX INC: June 30 Balance Sheet Upside-Down by $9 Million
------------------------------------------------------------
SpectRx Inc. incurred a $1.5 million net loss on $207,000 of net
revenues for the three months ended June 30, 2006, compared to a
$1.3 million net loss on $269,000 of net revenues in 2005.

At June 30, 2006, the Company's balance sheet showed $1.5 million
in total assets and $10.5 million in total liabilities, resulting
in a $9 million stockholders' deficit.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?1377

                        Going Concern Doubt

Eisner LLP expressed substantial doubt about SpectRx, Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended Dec 31,
2005.  The auditing firm pointed to the Company's recurring
losses, negative working capital position and a capital deficit.
The Company is also in default on payments due under its
settlement with Abbott Laboratories, Inc., regarding its
redeemable preferred stock agreement.

SpectRx, Inc. (OTCBB: SPRX) is a diabetes management company
developing and providing innovative solutions for insulin delivery
and glucose monitoring.  SpectRx hosts three Web sites at
http://www.spectrx.com/and http://www.mysimplechoice.com/and
http://www.guidedtherapeutics.com/SpectRx markets the
SimpleChoice(R) line of innovative diabetes management products,
which include insulin pump disposable supplies.  SpectRx also
plans to develop a consumer device for continuous glucose
monitoring.  The company is commercializing its non-invasive
cancer detection technology through subsidiary company Guided
Therapeutics, Inc., which SpectRx intends to separately finance
with private funds.


STANDARD PARKING: Board Allows Share Repurchase of Up to $20 Mil.
-----------------------------------------------------------------
Standard Parking Corporation's Board of Directors has increased
the authorization to repurchase shares of its outstanding common
stock during 2006 to $20 million from $7.5 million through a
combination of open market purchases and private purchases from
Steamboat Industries, LLC.

The Company says, however, that it has reached its leverage
targets, and is comfortable with its current leverage levels and
is not expecting leverage to decline significantly from current
levels.

The Company further says that it will focus on aggressively
pursuing various growth avenues, including acquisitions.  The
Company also noted that while its leverage may temporarily
increase from time to time, particularly in connection with an
acquisition or other attractive business opportunity, the its
ability to consistently generate free cash flow enables it to
support additional leverage.  During the first half of 2006, the
Company generated $10.8 million of free cash flow, and the Company
continues to expect to generate at least $20 million of free cash
flow for the full year 2006.

Standard Parking Corporation (NASDAQ: STAN)
-- http://www.standardparking.com/-- provides parking facility
management services.  The Company provides on-site management
services at multi-level and surface parking facilities for all
major markets of the parking industry.  The Company manages over
1,900 parking facilities, containing over one million parking
spaces in more than 300 cities across the United States and
Canada, including parking-related and shuttle bus operations
serving more than 60 airports.

                           *     *     *

Standard & Poor's Ratings Services raised Standard Parking Corp.'s
corporate credit and senior secured debt ratings to 'B+' from 'B',
and raised the senior subordinated debt rating to 'B-' from
'CCC+'.


STAR GAS: 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 broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Caa1
corporate family rating on Star Gas Partners, L.P.

At the same time, the rating agency affirmed its Caa3 probability-
of-default rating on the Company's 10.25% Sr. Unsecured Global
Notes due 2013, and attached an LGD5 rating on these notes,
suggesting noteholders will experience an 85% loss in the event of
a default.

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

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

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

Headquartered in Stamford, Connecticut, Star Gas Partners, L.P. --
http://www.star-gas.com/-- is a home energy distributor and
services provider specializing in heating oil.


STELLAR TECHNOLOGIES: Malone & Bailey Raises Going Concern Doubt
----------------------------------------------------------------
Malone & Bailey, PC, in Houston, Tex., raised substantial doubt
about Stellar Technologies, Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended June 30, 2006, and 2005.  The
auditor pointed to the Company's recurring losses from operations
and negative working capital.

For the year ended June 30, 2006, Stellar Technologies, Inc.,
reported a $5,098,029 net loss available to common stockholders on
$870,964 of revenues compared with $3,586,459 of net income on
$882,805 of revenues for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed $2,184,868 in
total assets and $2,802,494 in total liabilities, resulting in a
$617,626 stockholders' deficit.  The Company had $946,317 in total
stockholders' equity at June 30, 2005.

The Company's current balance sheet also showed strained liquidity
with $793,946 in total current assets available to pay $2,771,631
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?1380

Stellar Technologies Inc. provides employee internet management
products that enable businesses, government agencies, schools and
other organizations to monitor, analyze and evaluate reports about
employee computer use, including Internet access and instant
messaging.  The Company's products consist of Stellar IM Web Based
Edition, Stellar IM Enterprise Edition, Stellar Internet GEM, and
E-mail Shuttle.


STONE ENERGY: Terminates Merger Agreement with Energy Partners
--------------------------------------------------------------
Energy Partners, Ltd. and Stone Energy Corporation have agreed to
terminate their June 22, 2006 merger agreement.

As EPL is now free from the merger agreement with Stone, its Board
of Directors has directed the Company, assisted by its financial
advisors Evercore Group L.L.C., Banc of America Securities LLC,
Petrie Parkman & Co, Inc., and UBS Securities LLC, to explore
strategic alternatives to maximize stockholder value, including
the possible sale of the Company.

EPL issued this statement:

"EPL has been, and remains, fully committed to acting in the best
interests of our stockholders.  While the EPL Board believed that
the addition of Stone's complementary properties and assets would
have been an excellent strategic fit for us, the Board has
concluded that the exploration of strategic alternatives is in the
best interests of EPL stockholders.  The Board recommends that
EPL's stockholders reject the unsolicited tender offer of ATS,
Inc., which the Board determined to be inadequate and not in the
best interests of EPL's stockholders.  EPL's solid track record of
operational success and the strong potential of our attractive
Gulf of Mexico properties and prospects place us in a strong
position to explore strategic alternatives to maximize value for
our stockholders."

There is no assurance that the exploration of strategic
alternatives will result in any agreements or transactions.  The
Company does not intend to disclose developments with respect to
the exploration of strategic alternatives unless and until its
Board of Directors has made a decision regarding a specific course
of action.

In connection with the termination of the merger agreement with
Stone, EPL has agreed to pay Stone an $8 million termination
payment and EPL and Stone have agreed to release all claims
between them relating to the merger agreement.  The $8 million
payment represents a $17.6 million discount from the fee that
would have been payable by EPL to Stone under certain
circumstances.

                            About EPL

Headquartered in New Orleans, Louisiana Energy Partners Ltd.
(NYSE:EPL) -- http://www.eplweb.com/-- is an independent oil and
natural gas exploration and production company.  Founded in 1998,
the Company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.

                          About Stone

Headquartered in Lafayette, Louisiana, Stone Energy Corporation
(NYSE: SGY) -- http://www.stoneenergy.com/-- is an independent
oil and gas company and is engaged in the acquisition and
subsequent exploration, development, operation and production of
oil and gas properties located in the conventional shelf of the
Gulf of Mexico, deep shelf of the GOM, deep water of the GOM,
Rocky Mountain Basins and the Wiliston Basin.


STONE ENERGY: S&P Holds B+ Corp. Credit Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services 'B+' corporate credit rating
on exploration and production company Energy Partners Ltd.
remained on CreditWatch with developing implications.  The ratings
on New Orleans, Louisiana-based Energy Partners were placed on
CreditWatch Developing on Aug. 29, 2006.

In addition, the 'B+' corporate credit rating on Stone Energy
Corp. remained on CreditWatch with negative implications (where
it was placed on June 28, 2006), following the announcement that
Energy Partners has terminated its merger agreement with Stone and
will be exploring strategic alternatives to maximize shareholder
value.  This could include the potential sale of the company.

Standard & Poor's also notes that ATS Inc., a wholly owned
subsidiary of Woodside Petroleum Ltd. (A-/Stable/--), currently
has an unsolicited offer outstanding to acquire control of Energy
Partners for $23 per share.

As of June 30, 2006, Energy Partners had $270 million of debt.

The CreditWatch with developing implications listing on Energy
Partners reflects the likelihood that ratings could be raised,
affirmed, or lowered.

"The CreditWatch Negative listing on Stone reflects the likelihood
that ratings could be either lowered or affirmed," said Standard &
Poor's credit analyst Jeffrey B. Morrison.

"As Energy Partners has now terminated its agreement with Stone,
we will likely resolve the CreditWatch listing following a meeting
with management, barring any unforeseen developments," he
continued.

Key issues to be considered in the resolution of the CreditWatch
listing for Stone, and whether ratings will be affirmed at the
current level or further lowered, include:

   -- the strategic direction of Stone on a stand-alone basis;
      Creeping per barrel leverage (now above $6 on a total proved
      basis) over the past two years;

   -- the likelihood of debt reduction in the near to intermediate
      term;

   -- management's ability to improve operating metrics (namely,
      demonstrating consistent organic reserve replacement and
      production growth) after a rocky 2005; and

   -- rising finding development costs in core areas of operations
      (namely the U.S. Gulf of Mexico) that have continued to
      trend above historical averages over the past several years.


STRUCTURED ADJUSTABLE: S&P Puts Class M-3 Cert. Rating on Default
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-3
from Structured Adjustable Rate Mortgage Loan Trust Series 2005-5
to 'D' from 'CCC'.

At the same time, the ratings on six classes from the same
transaction were affirmed.

The lowered rating is the result of a cumulative write-down of
$38,508 to the class M-3 certificate.  Although the transaction is
only 16 months seasoned, it has paid down to less than 26% of its
original issuance amount.  The accelerated prepayments and the
transaction's failure to produce any excess spread contributed to
the write-down to the M-3 certificate.

The affirmations are based on credit enhancement levels that are
sufficient to maintain the current ratings.

Credit support is provided by excess spread,
overcollateralization, and subordination.

The underlying collateral consists of conventional, fully
amortizing, adjustable-rate mortgage loans, which are secured by
first liens on one- to four-family residential properties.

Rating Lowered:

         Structured Adjustable Rate Mortgage Loan Trust
             Mortgage loan asset-backed certificates

                   Series   Class   To   From
                   ------   -----   --   ----
                   2005-5    M-3    D    CCC

Ratings Affirmed:

         Structured Adjustable Rate Mortgage Loan Trust
             Mortgage loan asset-backed certificates

             Series     Class                Rating
             ------     -----                ------
             2005-5     A1, A2, A3, A-IO1     AAA
             2005-5     M1                    AA+
             2005-5     M2                    A+


SUBURBAN PROPANE: 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 broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba3 corporate
family rating on Suburban Propane Partners, L.P.

At the same time, the rating agency affirmed its B1 probability-
of-default rating on the Company's 6.875% Sr. Unsec. Global Notes
due 2013, and attached an LGD5 rating on these notes, 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%).

Headquartered in Whippany, New Jersey, Suburban Propane Partners,
L.P. -- http://www.suburbanpropane.com/-- is a publicly traded
Master Limited Partnership listed on the New York Stock Exchange.
Suburban has been in the customer service business since 1928.
The Partnership serves the energy needs of approximately 1,000,000
residential, commercial, industrial and agricultural customers
through more than 370 customer service centers in 30 states.


SUPERVALU INC: Inks Restricted Stock Unit Award Pact with CEO
-------------------------------------------------------------
The Board of Directors of Supervalu Inc. entered into a Restricted
Stock Unit Award Agreement, effective Oct. 12, 2006, with Jeffrey
Noddle, its chief executive officer.

The agreement grants Mr. Noddle 305,157 restricted stock units
under the Company's 2002 Stock Plan, each of which represents the
right to receive a share of the common stock of the Company, par
value $1.00 per share, that will vest as follows:

                                 Percentage of
                   Date               RSUs Vested
                   ----              -------------
              Oct. 12, 2009          25%
              Oct. 12, 2010            50%
              Oct. 12, 2011          100%

The Board of Directors of the Company has determined that it is in
the best interests of the Company and its shareholders to retain
the services of Mr. Noddle based on his solid performance as a
leader during the past fiscal year and through the process of the
Company's acquisition of certain operations of Albertson's, Inc.,
as well as the importance of his continued leadership through the
process of combining the Company with such operations during the
next several years.

The stock option grant is to provide a retention incentive award
for Mr. Noddle to remain in the employ of the Company for a period
of up to five years.

A full text-copy of the Restricted Stock Unit Award Agreement may
be viewed at no charge at http://ResearchArchives.com/t/s?137b

SUPERVALU Inc. (NYSE:SVU) -- http://www.supervalu.com/-- is one
of the largest companies in the United States grocery channel with
annual sales approaching $40 billion.  SUPERVALU has approximately
2,500 retail grocery locations.  Through SUPERVALU's nationwide
supply chain network, the company provides distribution and
related logistics support services to more than 5,000 grocery
retail endpoints across the country, including SUPERVALU's own
retail store network.  SUPERVALU currently has approximately
200,000 employees.

                         *     *     *

Standard & Poor's Ratings Service assigned on June 5, 2006,
SUPERVALU's long-term foreign and local issuer credit rating at
BB-.

As reported in the Troubled Company Reporter on Oct. 5, 2006
Moody's Investors Service in connection with the implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian Retail sector, confirmed its
Ba3 Corporate Family Rating for SUPERVALU Inc.


SURETY CAPITAL: Payne Falkner Raises Going Concern Doubt
--------------------------------------------------------
Payne Falkner Smith & Jones, P.C., expressed substantial doubt
about Surety Capital Corporation's ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended Dec 31, 2005.  The auditing firm pointed to
the Company's recurring losses.  The Company is operating under a
written agreement with the Federal Reserve Bank, and the Company's
subsidiary is operating under a determination letter with the
Texas Department of Banking.

In its Form 10-KSB for the fiscal year ended Dec. 31, 2005,
submitted to the Securities and Exchange Commission, Surety
Capital incurred a $251,000 net loss on $3.9 million of net
revenues for fiscal year 2006, compared to a $2.9 million net loss
on $3.7 million of net revenues for the fiscal year 2005.

A full-text copy of the Company's Annual Report is available for
free at http://researcharchives.com/t/s?1375

Surety Capital Corporation is the holding company of its wholly
owned subsidiary, Surety Bank.  The Bank has full service offices
in Converse, Fort Worth, New Braunfels, San Antonio, Schertz,
Universal City, and Whitesboro, Texas.


TRANS ENERGY: Issues 4,247,461 Shares as Debt and Services Payment
------------------------------------------------------------------
Trans Energy Inc. issued an aggregate of 4,247,461 shares of
authorized, but previously unissued common stock to 13 persons in
consideration for debt owed and for services rendered.

The shares were authorized for issuance by the Company's Board of
Directors and valued as follows:

             No. of shares          Value per Share
             -------------          ---------------
                 554,199                 $0.51
                 304,528                 $0.53
                 200,000                 $0.59
               2,783,966                 $0.60
                 404,768                 $0.80

The shares were issued in an isolated, non-public transaction to
persons having knowledge of the Company's business and were issued
in reliance upon the exemptions from registration under the
Securities Act of 1933 provided by Sections 4(2) and 3(a)(9).

Trans Energy Inc. -- http://www.transenergy.com/-- has been in
the business of production, transportation, transmission, sales
and marketing of oil and natural gas in the Appalachian and Powder
River basins since 1993.  With interests in West Virginia, Ohio,
Pennsylvania, Virginia, Kentucky, New York, and Wyoming; Trans
Energy and its subsidiaries own and operate oil and gas wells, gas
transmission lines, transportation systems and well construction
equipment and services.

                        Going Concern Doubt

HJ & Associates, LLC, in Salt Lake City, Utah, raised substantial
doubt about Trans Energy Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's losses from operations, accumulated deficit and
working capital deficit.


TRANSCONTINENTAL GAS: 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 broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating revised or held its probability-
of-default ratings and assigned loss-given-default ratings on
these loans and bond debt obligations issued by Transcontinental
Gas Pipe Line Corporation:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   7.08% Sr. Unsec.
   Debentures due 2026    Ba1      Ba1     LGD3        35%

   7.25% Sr. Unsec.
   Debentures due 2026    Ba1      Ba1     LGD3        35%

   6.25% Sr. Unsec.
   Bonds due 2008         Ba1      Ba1     LGD3        35%

   7% Sr. Unsec.
   Global Notes
   due 2011               Ba1      Ba1     LGD3        35%

   8.875% Sr. Unsec.
   Notes due 2012         Ba1      Ba1     LGD3        35%

   Sr. Unsec.
   Flt Rt Global Notes
   due 2008               Ba1      Ba1     LGD3        35%

   6.4% Sr. Unsec.
   Global Notes
   due 2016               Ba1      Ba1     LGD3        35%

   Sr. Unsec. Shelf     (P)Ba1    (P)Ba1   LGD3        35%

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

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

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

Transcontinental Gas Pipe Line Corp -- http://www.tgpl.twc.com/--  
aka Transco, is an interstate natural gas transmission company.
Transco operates about 10,500 miles of natural gas pipeline
extending from the Gulf of Mexico to New York.  The company also
operates gas compressor stations, underground storage fields,
processing plants, and liquefied natural gas storage facilities.
Transco is a subsidiary of Williams Gas Pipeline, itself a
subsidiary of The Williams Companies.


UNITEDHEALTH GROUP: CEO Resigns in the Wake of Stock Option Probe
-----------------------------------------------------------------
The Special Review Committee of the Board of Directors of
UnitedHealth Group and its independent counsel, Wilmer Cutler
Pickering Hale and Dorr, have completed a review and report of
UnitedHealth Group's stock option practices and reported the
findings to the non-management directors.

In accepting the report, the Board of Directors disclosed these
actions and decisions:

William W. McGuire, M.D., will leave the company on or before
Dec. 1, 2006, and has stepped down as Chairman of the Board and as
a Director.  Prior to his departure, he will continue as Chief
Executive Officer and will assist in an orderly transition to new
leadership.  The Board has elected Stephen J. Hemsley to succeed
Dr. McGuire as CEO upon Dr. McGuire's departure from the company.
Mr. Hemsley joined the company in 1997 and has been the company's
President and COO since 1999.

The Board has created the position of non-executive chairman of
the UnitedHealth Group Board and elected Richard T. Burke,
founding CEO of UnitedHealth Group, and a director since 1977, to
the position of non-executive chairman, effective immediately.

In addition, the Board has accepted the resignation of board
member William G. Spears, who had remained with the Board for the
past six months to see the review process through to completion.

David J. Lubben will proceed with plans to retire and has stepped
down as General Counsel and Secretary.  He will remain with the
company to effect an orderly transition of his responsibilities.

The Board has instructed Mr. Hemsley to review the conduct of
senior executives in the legal, human capital and accounting
functions of the Company and recommend any additional personnel
actions to the Board should they be necessary.

Mr. Hemsley has voluntarily agreed to reprice all options awarded
through 2002 to the annual high share price for each year, and to
take any other appropriate action to eliminate any possible
financial benefit from options-related issues identified in the
report.  The Board expects similar actions by Mr. Lubben and the
company's most senior executives.

Dr. McGuire has voluntarily agreed to reprice all options awarded
to him from 1994 through 2002 to the annual high share price for
each year to eliminate any possible financial benefit from options
dating issues identified in the report.  The company is engaged in
discussions with Dr. McGuire concerning the terms of his departure
from the company, including other options issues and financial
benefits.  The company expects to conclude the discussions on or
before Dec. 1, 2006.

The Board is taking these actions with respect to the corporate
governance of UnitedHealth:

     -- The Board will have five board seats filled by new
        independent directors over the next three years in order
        to bring new experiences, expertise and perspectives into
        its membership.

     -- A new senior executive position of Chief Legal Officer
        will be established and a national search for candidates
        will be conducted.

     -- The position of Chief Ethics Officer will be made a senior
        executive position with responsibility for communicating
        and monitoring compliance with standards of ethical
        conduct and business integrity by all of the Company's
        employees.

     -- The position of Chief Administrative Officer will be made
        a senior executive position with responsibility for the
        Company's critical administrative functions and non-
        business operations, including human capital, personnel,
        compensation, compliance, internal audit and business risk
        management, and staff support functions.

     -- A separate position of Secretary to the Board, who will
        report to the Board with an administrative reporting line
        to the Chief Legal Officer, will be established.  The sole
        responsibility of the Secretary will be to support the
        activities of the Board and of its Committees, including
        ensuring that the Board's activities and record keeping
        are in line with corporate best practices.

The actions on corporate governance followed steps taken by the
Board earlier this year to improve the Company's corporate
governance and compensation practices. These include:

Board Structure and Process

     -- Appointing co-lead directors.

     -- Recommending that the Shareholders amend the Company's
        Charter to eliminate the classified board, so that all
        directors would be elected annually.

     -- Recommending that the Shareholders amend the Company's
        Charter to remove supermajority approval requirements.

     -- Establishing a Public Responsibility Committee to focus on
        the Company's corporate social responsibility.

     -- Initiating the review and enhancement of the Company's
        director independence standards.

     -- Requiring all Audit Committee members to be financial
        experts as defined by the SEC.

     -- Limiting the number of boards on which directors may
        serve.

     -- Requiring that all directors attend ISS accredited
        director training.

Director and Officer Compensation

     -- Reducing Board compensation by 40 percent, following a
        reduction of 20 percent in 2005.

     -- Discontinuing equity awards to a number of senior
        executives, including the CEO and President.

     -- Initiating the process of amending the employment
        agreements of the CEO and President to cap SERP benefits;
        require reimbursement to the Company for any personal use
        of corporate aircraft; eliminate any tax gross-ups payable
        in connection with the personal use of corporate aircraft;
        and eliminate certain perquisites including life insurance
        and disability premium payments not generally available to
        other employees and Company-funded post-retirement health
        insurance

     -- Initiating the process of amending the employment
        agreements of all senior executive officers to remove any
        enhanced severance payments upon a change of control.

     -- Establishing stock ownership guidelines for directors and
        executive officers.

Controls Over Stock Options and Other Equity Awards

     -- Eliminating all delegated authority to management to make
        equity awards.

     -- Requiring that broad based equity awards to the Company's
        executives and employees occur annually and be approved at
        the Board meeting that generally coincides with the
        Company's Annual Meeting.

     -- Requiring that awards made to new hires, or for promotions
        or other important and valid business purposes, only be
        made and approved at a subsequent regularly scheduled
        quarterly meeting.

     -- Significantly enhancing the Company's approval processes
        and internal controls related to stock option granting and
        administration.

The WilmerHale team was led by William R. McLucas, former Director
of Enforcement of the Securities and Exchange Commission.  During
the inquiry, WilmerHale reviewed more than 26 million pages of
materials and conducted more than 80 interviews of UnitedHealth
employees, present and former directors and former auditors.

             Third Quarter 10-Q Likely to be Delayed
                   No Decision on Restatement

The Company reaffirmed its previously issued guidance for the
remainder of 2006 and for 2007, and said that it would hold its
regular quarterly earnings call on October 19 as scheduled.

In addition, the Company indicated it was likely to delay filing
of its Form 10-Q for the third quarter of 2006 in order to
complete its analysis of adjustments to previously filed financial
statements in light of the Report.

The company has not yet determined whether any restatements of
previously filed financial statements will be required.  The
company reiterated that it will not resume its stock repurchase
program until it is current with regulatory filings.

                     About UnitedHealth Group

Headquartered in Minneapolis, Minnesota, UnitedHealth Group --
http://www.unitedhealthgroup.com/-- offers a broad spectrum of
products and services through six operating businesses:
UnitedHealthcare, Ovations, AmeriChoice, Uniprise, Specialized
Care Services and Ingenix.  Through its family of businesses,
UnitedHealth Group serves approximately 70 million individuals
nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 31, 2006,
UnitedHealth received a purported notice of default on Aug. 28
from persons claiming to hold certain of its debt securities
alleging a violation of the Company's indenture governing its debt
securities.

The notice came following the Company's failure to file its
quarterly report on Form 10-Q for the quarter ended June 30, 2006,
with the U.S. Securities and Exchange Commission.

The Company asserted it is not in default.  The Company's
indenture requires it to provide to the trustee copies of the
reports the Company is required to file with the SEC, such as its
quarterly reports, within 15 days of filing such reports with the
SEC.

The Company has delayed the filing of its financial results in
light of an independent review of the company's stock option
programs from 1994 to present.


WENDY'S INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector, the rating agency held its
Ba2 Corporate Family Rating for Wendy's International Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $200m 6.25%
   senior unsecured
   notes due 2011         Ba2      Ba2     LGD4       54%

   $225m 6.2% senior
   unsecured notes
   due 2014               Ba2      Ba2     LGD4       54%

   $100m 7%
   debentures
   due 2025               Ba2      Ba2     LGD4       54%

   Unsecured shelf        Ba2      Ba2     LGD4       54%

   Subordinated shelf     Ba3       B1     LGD6       97%

   Preferred shelf        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 Dublin, Ohio, Wendy's International Inc. --
http://www.wendysintl.com/-- and its subsidiaries engage in the
operation, development, and franchising of a system of quick
service and fast casual restaurants in the United States, Canada,
and internationally.


WILLIAMS COS: 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 broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba2 corporate
family rating on The Williams Companies, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   10.25% Sr. Unsec.
   Debentures due 2020    Ba2      Ba2     LGD4       59%

   9.375% Sr. Unsec.
   Debentures due 2021    Ba2      Ba2     LGD4       59%

   8.875% Sr. Unsec.
   Debentures due 2012    Ba2      Ba2     LGD4       59%

   7.625% Sr. Unsec.
   Notes due 2019         Ba2      Ba2     LGD4       59%

   7.5% Sr. Unsec.
   Bonds due 2031         Ba2      Ba2     LGD4       59%

   5.935% Sr. Unsec.
   Notes due 2007         Ba2      Ba2     LGD4       59%

   7.75% Sr. Unsec.
   Bonds due 2031         Ba2      Ba2     LGD4       59%

   7.875% Sr. Unsec.
   Notes due 2021         Ba2      Ba2     LGD4       59%

   7.125% Sr. Unsec.
   Notes due 2011         Ba2      Ba2     LGD4       59%

   8.125% Sr. Unsec.
   Global Notes due 2012  Ba2      Ba2     LGD4       59%

   8.75% Sr. Unsec.
   Global Bonds due 2032  Ba2      Ba2     LGD4       59%

   8.625% Sr. Unsec.
   Notes due 2010         Ba2      Ba2     LGD4       59%

   Multiple Seniority
   Shelf
   (Senior Unsecured)    (P)Ba2   (P)Ba2   LGD4       59%

   Multiple Seniority
   Shelf (Subordinate)   (P)Ba3   (P)B1    LGD6       96%

   Multiple Seniority
   Shelf (Preferred)     (P)B1    (P)B1    LGD6       97%

In connection with implementing LGD for the midstream sector,
Moody's also assigned multiple Corporate Family Ratings for The
Williams Companies in which there is believed to be very low
correlation of default probability among related legal entities in
a single consolidated organization.  This situation is likely to
occur in organizations comprised of multiple legal entities, whose
stand-alone credit risk is substantially insulated by regulatory
or structural factors.

For Williams, Moody's assigned a Ba1 CFR to Williams Gas Pipeline
Company, LLC, the holding company for the rated debt issued by its
gas pipeline subsidiaries Northwest Pipeline Corporation and
Transcontinental Gas Pipeline.  Moody's also redefined the scope
of Williams' CFR to include the holding company and all
subsidiaries except Williams Gas Pipeline Company.

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 Tulsa, Oklahoma, Williams Companies, Inc.
(NYSE:WMB) -- http://www.williams.com/-- through its
subsidiaries, primarily finds, produces, gathers, processes and
transports natural gas.  The company also manages a wholesale
power business.  Williams' operations are concentrated in the
Pacific Northwest, Rocky Mountains, Gulf Coast, Southern
California and Eastern Seaboard.


WINN-DIXIE: Court Approves Pact Resolving Anderson News' Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved a stipulation between Winn-Dixie Stores Inc. and its
debtor-affiliates, and Anderson News LLC.

As reported in the Troubled Company Reporter on Sept. 21, 2006,
the Debtors and Anderson News LLC were parties to a supply and
service contract dated July 29, 2004, under which Anderson
provides the Debtors with magazines, similar merchandise, and
services relating to the merchandise.

After the Debtors filed for bankruptcy protection, they scheduled
Claim No. 35573 to Anderson for $6,059,171.  Anderson subsequently
served a reclamation demand upon the Debtors for $3,803,745.

Pursuant to a Court order dated Feb. 23, 2005, many of the goods
delivered to the Debtors after their bankruptcy filing were
returned to Anderson with the returned goods applied to reduce its
prepetition claim.

In September 2005, Anderson signed an agreement with the Debtors
indicating that it originally had a substantial claim against the
Debtors but the return of certain goods postpetition resulted in
a net reclamation claim and net prepetition claim of zero.

Pursuant to the Agreement, Anderson opted into the Court-approved
stipulation between the Debtors and certain trade vendors
regarding reconciliation and treatment of trade vendors'
reclamation claims.  Anderson is deemed to be a participating
reclamation vendor.

Anderson further gave the Debtors 21 days of credit in exchange
for the consideration set forth in the Participating Vendor
Stipulation.

In June 2006, the Debtors sought to disallow the Anderson Claim
in their Omnibus Motion.

To resolve their dispute, the parties agree that:

   (1) the Anderson Claim is disallowed in its entirety.
       Anderson has no other or further claim against the Debtors
       arising before their bankruptcy filing due to the
       postpetition return of goods to Anderson for credit against
       Anderson's prepetition claim;

   (2) Anderson, as a participating reclamation vendor, is fully
       bound by the terms of the Participating Vendor
       Stipulation.  Thus, any preference claims against Anderson
       have been waived;

   (3) The entry of the agreement and approval of the Court is
       without prejudice to:

          -- Anderson's entitlement to continue to receive
             payment in the ordinary course for the postpetition
             sale of goods and services to the Debtors;

          -- Anderson's right to seek allowance and payment of an
             administrative expense for any sales of goods and
             services arising postpetition if for any reason it
             is not continued to be paid in the ordinary course
             of business by the Debtors; and

          -- the Debtors' right to oppose Anderson's request for
             administrative expense payments; and

   (4) All claims between the parties are resolved other than the
       claims arising out of the postpetition sale of goods and
       services by Anderson to the Debtors.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 55; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WINN-DIXIE: Court Approves Rejection of 26 Contracts & Leases
-------------------------------------------------------------
The Honorable Jerry A. Funk of the U.S. Bankruptcy Court for the
Middle District of Florida authorizes Winn-Dixie Stores, Inc., and
its debtor-affiliates to reject 26 executory contracts and
unexpired leases effective as of Oct. 5, 2006.

According to Judge Funk, all claims for any rejection damages
resulting from the rejection of the contracts must be filed today,
Oct. 16, 2006.

As reported in Troubled Company Reporter on Sept. 25, 2006, the
Contracts are for goods and services that are no longer
necessary to the Debtors' businesses.

A list of the 26 Rejected Contracts are available for free at
http://ResearchArchives.com/t/s?122a

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 55; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WINN-DIXIE: Judge Funk Defers Ruling on Joint Plan
--------------------------------------------------
The Honorable Jerry A. Funk of the U.S. Bankruptcy Court for the
Middle District of Florida heard arguments for and against the
confirmation of Winn-Dixie Stores, Inc., and its debtor-
affiliates' Joint Plan of Reorganization during an eight-hour
hearing on Oct. 13, 2006.

The Debtors stepped Judge Funk through the 13 requirements of
Section 1129(a) of the Bankruptcy Code necessary to confirm their
Plan.

The Debtors maintain that the Plan meets the 13 statutory
requirements of Section 1129(a):

A. The Plan complies with Sections 1122 and 1123, therefore
   satisfying the requirements of Section 1129(a)(1):

       a. The Plan is dated and identified with the name of the
          Debtors in accordance with Rule 3016(a) of the Federal
          Rules of Bankruptcy Procedure;

       b. The Plan classifies all Claims and Interests in
          satisfaction of the requirements of Sections 1122 and
          1123(a)(1);

       c. Each Claim within each Class provided for under the
          Plan is substantially similar to all other Claims
          within the Class in satisfaction of the requirements of
          Sections 1122 and 1123(a)(l);

       d. The Plan specifies the Classes of Claims and Interests
          that are impaired and those that are not impaired, and
          the treatment of the Claims, in satisfaction of the
          requirements of Sections 1123(a)(2) and 1123(a)(3);

       e. The Plan provides the same treatment for each Claim or
          Interest of a particular Class, unless the Holder of
          Claim or Interest has agreed to a less favorable
          treatment of that particular Claim or Interest in
          writing, therefore satisfying Section 1123(a)(4);

       f. The Plan provides adequate means for implementation of
          the Plan in satisfaction of the requirements of Section
          1123(a)(5);

       g. The New Winn-Dixie Charter and New Winn-Dixie By-laws
          prohibit the issuance of nonvoting equity securities in
          a manner that satisfies the requirements of Section
          1123(a)(6);

       h. The provisions of the Plan and the New Winn-Dixie
          Charter and New Winn-Dixie By-laws regarding the manner
          of selection of officers and directors of the Debtors
          are consistent with the interests of Claim and Interest
          holders and with public policy, thereby satisfying
          Section 1123(a)(7);

       i. The Plan impairs and leave unimpaired, as the case may
          be, each Class of Claims and Interests, in accordance
          with Section 1123(b)(1);

       j. Pursuant to Section 1123(b)(2), the Plan provides that
          each Debtor will be deemed to have rejected each
          prepetition executory contract or unexpired lease to
          which it is a party, unless the contract or lease (a)
          was previously assumed or rejected, by a final order of
          the Court, (b) previously expired by its own terms, (c)
          subject to any pending motion to assume or reject filed
          by the Debtors on or before the Confirmation Date; and

       k. The Plan provides for the satisfaction of default
          claims associated with each executory contract and
          unexpired lease to be assumed pursuant to the Plan, in
          accordance with Section 1123(d).

B. As proponents of the Plan, they complied with the applicable
   provisions of the Bankruptcy Code, thus have satisfied the
   requirements of Section 1129(a)(2):

       a. They are proper debtors pursuant to Section 109 and
          are, collectively, proper proponents of the Plan
          pursuant to Section 1121(a);

       b. They have complied with applicable provisions of the
          Bankruptcy Code, except as otherwise provided or
          permitted by Court orders;

       c. They have complied with the applicable provisions of
          the Bankruptcy Code, the Bankruptcy Rules and the
          the Solicitation Procedures Order in transmitting
          notices and solicitation materials and in soliciting
          and tabulating votes on the Plan; and

       d. The Debtors, and each of their respective affiliates,
          agents, directors, officers, employees, investment
          bankers, financial advisors, attorneys, and other
          professionals have participated in "good faith" and in
          compliance with all applicable provisions of the
          Bankruptcy Code.

C. The Plan is proposed in good faith and not by any means
   forbidden by law, and complies with the requirements of
   Section 1129(a)(3).  The Court has examined the totality of
   the circumstances surrounding the formulation of the Plan and
   determined that it has been proposed with the legitimate and
   honest purpose of reorganizing the Debtors' business affairs
   and maximizing the returns available to Claim holders.

   Consistent with the overriding purpose of Chapter 11, the Plan
   is designed to allow the Debtors to reorganize by providing
   the Reorganized Debtors with capital structures that will
   allow them sufficient liquidity and capital resources to
   satisfy their obligations, to fund necessary capital
   expenditures, and to otherwise conduct their businesses.

D. As required by Section 1129(a)(4), any payment made or
   promised by the Debtors for services or for costs and expenses
   in, or in connection with, their Chapter 11 cases or the Plan,
   has been approved by, or is subject to the approval of, the
   Court as reasonable.

E. The Debtors' disclosure of the identity and principal
   affiliations of proposed directors of the reorganized Debtors
   and the manner in which the Initial Board will be chosen,
   satisfies the requirements of Section 1129(a)(5) and complies
   with the terms of the Plan.

F. Section 1l29(a)(6) is not applicable to the Plan because the
   Plan does not contain any changes in rates subject to the
   jurisdiction of any governmental regulatory commission.

G. The Plan satisfies the Best Interests of Creditors Test under
   Section 1129(a)(7)).  The Liquidation Analysis contained in
   the Disclosure Statement and the other evidence related
   thereto that was presented at the Confirmation Hearing have
   not been controverted by other evidence.  The methodology used
   and assumptions made in the Liquidation Analysis are
   reasonable.

   Each holder of a Claim or Interest in each Impaired Class
   either has accepted the Plan or will receive or retain under
   the Plan on account of the Claim or Interest property of a
   value, as of the Effective Date, that is not less than the
   amount that the holder would receive or retain if the Debtors
   were liquidated under Chapter 7.  No Class has made an
   election under Section 1111(b)(2).

H. Classes 1 to 6 are conclusively presumed to have accepted
   the Plan under Section 1126(f).  Classes 7 to 9, and 11 to 17
   have voted to accept the Plan in accordance with Section
   1126(c).

   Class 10 contains subclasses that have voted to reject the
   Plan, and one subclass in Class 11 has voted to reject the
   Plan.  The claim represented by the subclass in Class
   11 that has voted to reject the Plan has been disallowed by
   order of the Court to the extent it alleges secured status,
   and the vote should be disregarded for that reason.

   Classes 18 through 21 are not entitled to receive or retain
   any property or interests under the, accordingly, are deemed
   to have rejected the Plan under Section 1126(g).

   The Debtors have thus requested that the Court confirm the
   Plan even though the requirements of Section 1129(a)(8) have
   not been satisfied as to the Rejecting Subclasses and Classes
   18, 19, 20 and 21 in light of their deemed rejection of the
   Plan.

I. The treatment of administrative, other priority, and priority
   tax claims under the Plan satisfy the requirements of Section
   1129(a)(9).

J. The Plan has been accepted by at least one Class of Impaired
   Claims, excluding votes cast by Insiders, in satisfaction of
   the requirements of Section 1129(a)(10).

K. Based upon the information in the Disclosure Statement and the
   testimony given at the Confirmation Hearing, confirmation of
   the Plan is not likely to be followed by the liquidation or
   the need for further financial reorganization of the
   Reorganized Debtors or any successor to the Debtors, thereby
   satisfying Section 1129(a)(11).

L. All fees payable under 28 U.S.C. Section 1930 have been paid
   or will be paid as Administrative Claims on or before the
   Effective Date and will continue to be paid thereafter as
   required, thereby satisfying Section 1129(a)(12).

M. In satisfaction of 1129(a)(13), the Plan provides for the
   payment of all benefits subject to Section 1114.

            Majority of Creditors Vote in Favor of Plan

As reported in the Troubled Company Reporter on Oct. 11, 2006, the
Debtors informed the Court that the requisite majority of
creditors voted in favor of their Plan.  Accordingly, the Plan
complies with Section 1129(a)(8).

According to Kathleen M. Logan, president of the Debtors' voting
tabulation agent Logan & Company, Inc., majority of the holders
of claims in these Classes have accepted the Plan.

    Class 7 - AmSouth Bank Collateralized Letter of Credit Claim
    Class 8 - Thrivent Lutheran Leasehold Mortgage Claim
    Class 9 - NCR Purchase Money Security Interest Claim
    Class 12 - Noteholder Claims
    Class 13 - Landlord Claims
    Class 14 - Vendor/Supplier Claims
    Class 15 - Retirement Plan Claims
    Class 16 - Other Unsecured Claims
    Class 17 - Small Claims

Based on results of the tabulation of the properly executed and
timely ballots, the Classes accepted the Plan in these
percentages:

                     Percentage            Percentage Accepting
Class                Accepting             Excluding Insiders
-----         -----------------------    -----------------------
               No. Holders   Amt. Held    No. Holders   Amt. Held
               -----------   ---------    -----------   ---------
   7               100%          100%          100%         100%
   8               100%          100%          100%         100%
   9               100%          100%          100%         100%
  12             98.19%        99.46%        98.19%       99.46%
  13             76.96%        82.46%        76.96%       82.46%
  14             92.82%        96.74%        92.82%       96.74%
  15             96.20%        97.46%        96.05%       97.31%
  16             77.78%        88.42%        76.67%       81.69%
  17             92.96%        91.79%        92.92%       91.69%

According to Ms. Logan, certain sub-classes within Classes 10 and
11 have not accepted the Plan.  A schedule of the tabulation for
ballots under Classes 10 and 11 is available for free at
http://ResearchArchives.com/t/s?133f

                 Debtors Address Objections

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, argued that the Plan was proposed in good
faith in compliance with Section 1129(a)(3).  She noted that the
development of the Plan, including the Substantive Consolidation
Compromise, involved the active participation of, and arm's-
length negotiations among the Debtors, the Official Committee of
Unsecured Creditors, the Ad Hoc Trade Committee, the Ad Hoc
Retirees Committee, the Exit Facility lenders and other parties.

The Debtors maintained that, in satisfaction of Section
1129(a)(7), the estimated recovery for Claims under the Plan is
significantly greater than any value that would be distributed
following a liquidation of the Debtors' assets.

Several landlords with guarantees objected to the substantive
consolidation of the Debtors' estates.  Mark A. Kelley, Esq., at
Kitchens, Kelley, Gaynes P.C., on behalf of over 20 landlords,
including E&A Financing II, L.P., complained at the Confirmation
Hearing that Winn-Dixie only agreed to pay some of the landlords'
claims, wiping out the claims on the leases guaranteed by Winn-
Dixie subsidiaries.

Mr. Kelley pointed out that, while the Debtors admitted in their
Disclosure Statement that holders of claims, such as Landlord
Claims, that "bargained for credit-enhancing guarantees from
separate legal entities entitling the holders to allowed claims
against multiple Debtors" would be harmed by substantive
consolidation because "these credit enhancing guarantees would
likely become meaningless and the recoveries of these holders
would be substantially lower," the Debtors provide no reason as
to why these creditors should support the Plan.

Mr. Kelley argued that that the "deemed" consolidation proposed
by the Debtors is inequitable and cannot be approved.  He said
that the type of "deemed" consolidation proposed by the Debtors
to wipe out the guaranteed claims of objecting creditors was
expressly rejected in In re Owens Corning, 419 F.3d 195 (3d Cir.
2005).

The Debtors, the Ad Hoc Trade Committee, and the Ad Hoc Retiree
Committee responded that the Landlords' objections should be
overruled.  They note that the Objecting Landlords represented a
small group of dissenters as holders of 80% of the landlord
claims have voted in favor of the Plan.

"The fact that there are a few creditors who would like to derail
the global compromise embodied in the Plan in order to try to
enhance their individual recoveries is irrelevant," Ms. Jackson
said.  "So long as creditors are receiving the liquidation value
of their claims, the class vote is determinative," she continued,
citing the best interests test under Section 1129(a)(7) and
requirement for affirmative class vote in Section 1129(a)(8).

The Debtors also asserted that preserving their corporate
structure, as opposed to a potential liquidation of some
affiliates in an unconsolidated plan,

   (i) is essential to their success after the Effective Date;

  (ii) will ultimately enhance creditor recovery; and

(iii) will avoid potentially inaccurate valuations of entities
       that did not have historical stand-alone values.

Moreover, the Debtors and Wachovia Bank, National Association, in
its capacity as agent for the DIP Financing, contest certain
Taxing Authorities' claims that the Plan is not feasible.  While
the objectors provided no basis for this inflammatory charge,
Ms. Jackson noted, the Debtors met the standards of Section
1129(a)(11) that the confirmation of the Plan is not likely to be
followed by liquidation or the need for further reorganization.

Flip Huffard, senior managing director of The Blackstone Group
LP, the Debtors' financial advisors, reiterated at the Hearing
that, based on the financial projections, Winn-Dixie will
continue to lose money through the 2007 fiscal year, but will
have a positive net income by the 2008 fiscal year, and a
$137,195,000 net income by 2011.

The Debtors oppose shareholders' assertions that they should
receive distributions under the Plan.  According to Ms. Jackson,
because the absolute priority rule under Section 1129(b)(2) does
not allow for a distribution to shareholders when unsecured
claim-holders are not being paid in full, no distribution is
possible to shareholders.

                     Winn-Dixie Modifies Plan

The Debtors made few, non-material modifications to the Plan to
take into account settlements resolving certain objections and to
clarify other aspects of the Plan.

Prior to the Confirmation Hearing, the Debtors, after consulting
the Creditors Committee, modified:

   (a) Section 4.1(b) to provide that if they elect to provide
       deferred cash payments for priority tax claims, a holder
       will receive the amount of the allowed claim, with
       interest at 8% per annum, in equal quarterly payments.  In
       the event of a default, a holder will have, among others,
       the right to exercise all rights and remedies under
       applicable non-bankruptcy law with respect to the allowed
       claim;

   (b) Section 4.3(d) to change the interest rate and to
       supplement the treatment of secured tax claims in response
       to objections that the 6% interest rate is inadequate.
       The Debtors amended the Plan to provide for a rate to
       be determined by the Court;

   (c) Section 8.11 to clarify that the Claims Resolution
       Procedures, including de minimis cash settlements up to
       the $2,500,000 aggregate, will remain extant after the
       Effective Date; and

   (d) Section 12.14 to include an additional subsection in
       response to objections received from the Department of
       Justice on behalf of the United States.  The Plan is
       modified to clarify that the Plan does not affect the
       United States' set-off and recoupment rights.

According to H. Jay Skelton, chairman of Winn-Dixie's board of
directors, the modifications are not material and will not
adversely impact the rights of any parties-in-interest, therefore
compliance with Section 1125 of the Bankruptcy Code is not
required with respect to the modifications.

Furthermore, the modifications will not cause the Plan to fail to
meet the requirements of Sections 1122 and 1123, Mr. Skelton
says.

           Winn-Dixie Confident Plan Will be Confirmed

Judge Funk has postponed ruling on the Debtors' Plan.

Winn-Dixie expects the Court to enter a ruling in 10 to 15 days.
"We're confident that the plan will be confirmed," the Debtors'
co-counsel, Steve Busey, Esq., at Smith Hulsey & Busey, said.

Winn-Dixie is then expected to emerge from bankruptcy within two
weeks of the judge's final ruling, Mr. Busey told The Florida
Times-Union.

Winn-Dixie opposes any settlement with the Objecting Landlords'
or additional shares or claims in their favor.  Thomas Califano,
Esq., representing the Ad Hoc Trade Committee, told the Times-
Union that it would be unfair for the Objecting Landlords to
negotiate a settlement after other creditors had already agreed
to settlements provided in the Plan.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 56; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


* AlixPartners Completes Recapitalization
-----------------------------------------
AlixPartners has completed a recapitalization in which affiliates
of Hellman & Friedman LLC made a significant investment in the
firm and AlixPartners' 81 managing directors, along with the
remainder of its more than 500 employees, also gained a
considerable stake in the enterprise.  Together, they now hold a
majority interest in the private firm.

Jay Alix, who founded the firm in 1981, remains as co-chairman and
continues to hold a substantial equity interest in the firm.  The
other co-chairman is Philip Hammarskjold of Hellman & Friedman.
Michael Grindfors continues as CEO.

Under terms of the agreement, each of AlixPartners' managing
directors was given the opportunity to roll over some of the value
of his or her existing interests in the firm into new equity in
the recapitalized organization.   All elected to do so.  In
addition, all current employees other than managing directors will
participate in a "phantom equity" program.

"This transition in the firm's ownership will help prepare for the
next phase of AlixPartners' growth and global expansion," said
Grindfors.  "I'm particularly pleased that every single MD has
decided to join in the recapitalization.  That demonstrates our
team's strong commitment to our business and our future."

At the time the recapitalization was announced, on August 4, the
firm noted that it has enjoyed 25 years of uninterrupted revenue
growth.  In the last ten years, AlixPartners has grown from two
offices in the U.S. to 12 offices in North America, Europe and
Asia, with affiliations in South America and Australia, and has
achieved organic growth averaging more than 30 percent annually
during that time.  More than half of its revenue today comes from
providing services to healthy companies seeking performance
improvement, IT transformation and financial advisory services.

                  About Hellman & Friedman

Hellman & Friedman LLC is a private equity investment firm with
offices in San Francisco, New York and London.  The Firm focuses
on investing in superior business franchises and as a value-added
partner to management in select industries including financial
services, professional services, asset management, software and
information, media and energy.

                       About AlixPartners

AlixPartners LLP -- http://www.alixpartners.com/-- is a
performance improvement, corporate turnaround and financial
advisory services firm.  The AlixPartners' "one-stop-shop" suite
of services range from financial restructuring and operational
performance improvement across all major corporate disciplines
(manufacturing, supply chain, IT, sales & marketing, working
capital, etc.), to financial advisory services (including
financial reporting, corporate governance and investigations) to
technology-enabled restructuring and claims management.  The firm
has more than 500 employees, with offices in Chicago, Dallas,
Detroit, Dusseldorf, London, Los Angeles, Milan, Munich, New York,
Paris, San Francisco and Tokyo.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (21)         132       (6)
AFC Enterprises         AFCE        (46)         172        5
Alaska Comm Sys         ALSK        (17)         565       24
Alliance Imaging        AIQ         (23)         682       26
AMR Corp.               AMR        (508)      30,752   (1,392)
Atherogenics Inc.       AGIX       (124)         211      165
Biomarin Pharmac        BMRN         49          469      307
Blount International    BLT        (123)         465      126
CableVision System      CVC      (2,468)      12,832    2,643
Centennial Comm         CYCL     (1,062)       1,436       23
Cenveo Inc              CVO          24          941      128
Choice Hotels           CHH        (118)         280      (58)
Cincinnati Bell         CBB        (705)       1,893       18
Clorox Co.              CLX        (156)       3,616     (123)
Cogdell Spencer         CSA         126          370      N.A.
Columbia Laborat        CBRX         10           29       23
Compass Minerals        CMP         (63)         664      161
Crown Holdings I        CCK         144        7,287      174
Crown Media HL          CRWN       (393)       1,018      133
Deluxe Corp             DLX         (90)       1,330     (235)
Denny's Corporation     DENN       (258)         500      (68)
Domino's Pizza          DPZ        (609)         395       (4)
Echostar Comm           DISH       (512)       9,105    1,589
Emeritus Corp.          ESC        (111)         721      (29)
Emisphere Tech          EMIS          2           43       19
Empire Resorts I        NYNY        (26)          62       (3)
Encysive Pharm          ENCY        (64)          93       56
Foster Wheeler          FWLT        (38)       2,224      (93)
Gencorp Inc.            GY          (88)         990      (28)
Graftech International  GTI        (166)         900      250
H&E Equipment           HEES        226          707       22
I2 Technologies         ITWO        (55)         211       (9)
ICOS Corp               ICOS        (36)         266      116
IMAX Corp               IMAX        (21)         244       33
Incyte Corp.            INCY        (55)         375      155
Indevus Pharma          IDEV       (147)          79       35
J Crew Group Inc.       JCG         (83)         362      102
Koppers Holdings        KOP         (95)         625      140
Kulicke & Soffa         KLIC         65          398      230
Labopharm Inc.          DDS         (92)         143      105
Level 3 Comm. Inc.      LVLT        (33)       9,751    1,333
Ligand Pharm            LGND       (238)         286     (155)
Lodgenet Entertainment  LNET        (66)         262       15
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR         125        3,181       64
McMoran Exploration     MMR         (21)         434      (38)
NPS Pharm Inc.          NPSP       (164)         248      168
New River Pharma        NRPH          0           93       68
Omnova Solutions        OMN          (6)         366       67
ON Semiconductor        ONNN        (75)       1,423      279
Qwest Communication     Q        (2,826)      21,292   (2,542)
Riviera Holdings        RIV         (29)         214        7
Rural/Metro Corp.       RURL        (93)         302       50
Sepracor Inc.           SEPR       (109)       1,277      363
St. John Knits Inc.     SJKI        (52)         213       80
Sulphco Inc.            SUF          25           34       12
Sun Healthcare          SUNH         10          523      (34)
Sun-Times Media         SVN        (261)         965     (324)
Tivo Inc.               TIVO        (33)         143       19
USG Corp.               USG        (313)       5,657   (1,763)
Vertrue Inc.            VTRU        (16)         443      (72)
Weight Watchers         WTW        (110)         857      (72)
WR Grace & Co.          GRA        (515)       3,612      929

                             *********

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 ***