TCR_Public/061024.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 24, 2006, Vol. 10, No. 253

                             Headlines

1900 M RESTAURANT: IRS Properly Rejected Offer in Compromise
ACURA PHARMA: Bridge Lenders Extend Maturity Date to December 1
ADELPHIA COMMS: Metropolitan Edison, et al. Want Claims Allowed
ADELPHIA COMMS: Santa Monica Seeks Court Okay to Century Payments
ADDISON-DAVIS: Case Summary & 20 Largest Unsecured Creditors

AEARO TECHNOLOGIES: Moody's Assigns Loss-Given-Default Rating
AES CORP: Files $40-Million Lawsuit Against Alstom in Delaware
ALLIANCE LAUNDRY: Moody's Assigns Loss-Given-Default Rating
ALLIS-CHALMERS ENERGY: Buys Petro Rentals for $29.8 Mil. in Cash
AMERIVEST PROPERTIES: Sells Hampton Court Property for $17 Mil.

AMR CORP: Earns $15 Million in 2006 Third Quarter
AOH-GOLF: Moody's Pares Ba1 Rating on Series 2003 Series C Bonds
ARMSTRONG WORLD: Discloses Distribution Amount for Class 6 Claims
ARMSTRONG WORLD: Registers 5,349,000 Shares of Common Stock
BANYAN CORPORATION: Posts $912,154 Net Loss in Qtr. Ended June 30

BEXAR COUNTY: Moody's Holds Ba3 Rating on Sub. Series 2001 B Bonds
BLACK BULL: Stops Quartz Operations to Restructure Company
BLOUNT INC: Moody's Assigns Loss-Given-Default Rating
BROWN JORDAN: Extends $105 Million Private Exchange Offer
BUILDING MATERIALS: Moody's Assigns Ba2 Rating to New $850MM Loan

CALPINE CORP: Wants to Sell Siemens Turbines for $48 Million
CALPINE CORP: Can Assume Channel Energy Lease Agreements
CAPITAL TRUST: Moody's Cuts Sub. Series 2003 C Bonds Rating to Ba2
CELLNET TECHNOLOGY: Moody's Assigns Loss-Given-Default Rating
CENTURY CENTRE: Case Summary & 33 Largest Unsecured Creditors

CINCINNATI BELL: Moody's Lifts Speculative Grade Liquidity Rating
CIMATEC ENVIRONMENTAL: To Restate Annual and Quarterly Financials
CLIENTLOGIC CORP: Inks $450 Million Merger Deal with SITEL
COLLINS & AIKMAN: Halts Plastinc Parts Shipments to Ford
COMPLETE PRODUCTION: Completes Eight Company Buyout Totaling $75MM

CONTINENTAL AIRLINES: Earns $237 Million in Quarter Ended Sept. 30
CORUS GROUP: Board of Directors Okays Tata Steel's Takeover Bid
COUDERT BROTHERS: Gets Okay to Hire Klestadt & Winters as Counsel
COUDERT BROTHERS: U.S. Trustee Picks Five-Member Creditors' Panel
CUMMINS INC: Inks $126 Million Joint Venture Pact with Beiqi Foton

DANA CORP: Inks Pact Resolving $1.7 Mil. Pension Payment to PBGC
DANA CORP: U.S. Trustee Says 2nd Motion on Burns' Fee is Defective
DELPHI CORP: Court OKs Houlihan as Equity Panel Financial Advisor
DESERT POWER: Case Summary & 67 Largest Unsecured Creditors
DS WATERS: Moody's Puts B1 Rating on Proposed $180MM Sr. Facility

EDUCATION MANAGEMENT: Revenues Rise 14.8% Year-Over-Year in 2005
ELECTRICAL COMPONENTS: Moody's Assigns Loss-Given-Default Rating
FEDERAL-MOGUL: Asks Court to OK $500 Mil. Pneumo Claims Settlement
FEDERAL-MOGUL: Wants to Recapitalize Non-Debtor Subsidiaries
FEDDERS NORTH: Moody's Assigns Loss-Given-Default Rating

FOAMEX INT'L: Agrees with Equity Holders on Terms of Amended Plan
FOAMEX INT'L: Wants Incentive Plan Approved for Salaried Employees
FORD MOTOR: Moody's Says Weak Results Consistent with B3 Rating
FORD MOTOR: S&P Places B Rated Sr. Unsec. Debt on Negative Watch
FORD MOTOR: Fitch Puts Negative Watch on B+ Rated Sr. Unsec. Debt

FRONTIER LEASING: Subservicer Default Cues Moody's Ratings Review
GLOBAL HOME: Hires Pricewaterhousecoopers to Provide Tax Services
GLOBAL HOME: Court Okays Plante to Audit 401(k) and Pension Plans
GOODMAN GLOBAL: Moody's Assigns Loss-Given-Default Rating
GREENWOOD RACING: Moody's Puts B2 Rating on $265 Million Term Loan

GUARDIAN TECHNOLOGIES: Gets $1.1 Million Direct Investments
GWS NURSERY: Case Summary & 20 Largest Unsecured Creditors
IMPAC CMB: Moody's Confirms Ba2 Rating on Class B4 Certificates
HOLLINGER INC: Reports $30.9 Million Cash on Hand at September 15
HOME FRAGRANCE: Voluntary Chapter 11 Case Summary

INTERSTATE BAKERIES: ABA Wants Reference Removed from Bankr. Court
INTERSTATE BAKERIES: Agrees With JPMorgan to Defer Ch. 5 Actions
ISTANA HIGH: S&P Rates $2.55 Million Class E Notes at BB+
JC PROJECT: Case Summary & Two Largest Unsecured Creditors
JORAN REALTY: Case Summary & 10 Largest Unsecured Creditors

JOSEPHINE KAMPER: Case Summary & 20 Largest Unsecured Creditors
JULIE FEVRE: Case Summary & Six Largest Unsecured Creditors
KAMINI SHAHANI: Case Summary & Three Largest Unsecured Creditors
KENNETH TOBEY: Case Summary & 19 Largest Unsecured Creditors
LAKE AT LAS VEGAS: Moody's Places B2 Corp. Family Rating on Review

LE GOURMET: Wants Bankruptcy Services as Claims and Noticing Agent
LOOMIS SAYLES: S&P Rates $15 Million Class E Notes at BB
LOUISIANA LOCAL: Moody's Cuts Rating on Junior 2003 Bonds to Ba1
LUXELL TECH: Creditors Accept Proposed Restructuring Plan
MEDIMEDIA USA: Moody's Junks Rating on $150 Million Senior Notes

MILWAUKEE NOTIONS: Case Summary & Nine Largest Unsecured Creditors
MINDREADY SOLUTIONS: Earns $8.6 Million in Second Quarter of 2006
MORTGAGEIT TRUST: Good Credit Support Cues S&P to Affirm Ratings
MSDWMC OWNER: Moody's Puts on Watch Caa2 Rated $4.6 Million Notes
MSGI SECURITY: Faces NASDAQ Delisting, Must Comply Within 15 Days

NATIONAL GAS: Brings In Neal Bradsher as Financial Consultant
NATIONAL LAMPOON: Appoints Duncan Murray to its Board of Directors
NORTHWEST PIPELINE: Moody's Assigns Loss-Given-Default Ratings
NUTRAQUEST INC: Exclusive-Filing Period Extended Until November 8
OAKLEIGH APARTMENTS: Moody's Lowers Rating on Junior Bonds to Ba1

ORION HEALTHCORP: Extends First & Second Notes Maturity to Nov. 30
PELTS & SKINS: Files Amended Schedules of Assets and Liabilities
PATH 1: Posts $1.78 Million 2006 Second Quarter Net Loss
RAMP SERIES: S&P Cuts Rating on Class M-3 Certs. & Puts Neg. Watch
RAPID PAYROLL: Court Approves Winthrop as Bankruptcy Counsel

RED MOUNTAIN: Fitch Holds B Rating on $1.6 Million Certificates
REYNOLDS AND REYNOLDS: Partners with First Advantage CREDCO
REYNOLDS & REYNOLDS: S&P Cuts Rating on $520 Million Loan to B-
ROBERT REYNOLDS: Case Summary & Seven Largest Unsecured Creditors
ROTEC INDUSTRIES: Court Okays Young Conaway as Bankruptcy Counsel

SAACO SERIES: S&P Holds BB+ Rating on Class M-10 Certificates
SATELLITE ENTERPRISES: Earns $298,000 in 2006 Second Quarter
SILICON GRAPHICS: Court OKs Pact Allowing Horrock to Pursue Claim
SOLO CUP: Posts $299.4 Million Net Loss for 2006 Second Quarter
STRUCTURED ASSET: Moody's Confirms Ba2 Rating on Class B4 Certs.

STURGIS MICHIGAN: S&P Upgrades Rating on System Bonds to BB+
SUSSER HOLDINGS: Moody's Lifts Rating on $170 Million Senior Notes
TARGUS GROUP: Names Michael Hoopis as Chief Executive Officer
TCW LEVERAGED: Fitch Junks Rating on $21.1 Million Class E Notes
THERMAL NORTH: Moody's Cuts Rating on $226 Million Term Loan to B1

THOMAS EQUIPMENT: Hires M. Luther as Chief Restructuring Officer
TIME AMERICA: Semple & Cooper Raises Going Concern Doubt
TRIAD HOSPITALS: Lowers Third Quarter Earnings Expectation
TRUE NORTH: Gets Conditional TSX Approval for C3 Online Purchase
TYRINGHAM HOLDINGS: Marcus Santoro Hired as Panel's Local Counsel

TYRINGHAM HOLDINGS: Panel Hires Consensus as Financial Advisors
UNIVERSAL COMPRESSION: Moody's Puts Ba1 Rating on $500MM Sr. Loan
USEC INC: Restores $150 Million Availability to Credit Facility
VTEX ENERGY: Board Appoints Marshall Smith as CEO and Chairman
WACHOVIA AUTO: Moody's Rates $30 Million Class E Notes at Ba2

WACHOVIA AUTO: S&P Rates $30 Million Class E Notes at BB
WACHOVIA AUTO: Fitch Rates $30 Million Class E Notes at BB
WACHOVIA BANK: Fitch Holds Low-B Ratings on 6 Certificate Classes
WACHOVIA BANK: Fitch Holds BB Rating on $5 Million Class MS Certs.
WERNER LADDER: Court Extends Lease Decision Period to January 8

WESTERN APARTMENT: Gets $25,000 Interim Cash Collateral Access
WINDSOR QUALITY: S&P Rates $260 Million Senior Loan at B+
WILLIAMS INDUSTRIES: McGladrey & Pullen Raises Going Concern Doubt
WILLIAMS PARTNERS: Moody's Assigns Loss-Given-Default Ratings
WORLDCOM INC: Richard Drew Seeks Summary Judgment on Claim 11468

WORLDCOM: Court Bars Carrubbas, et. al's Actions to Pursue Claims
XILLIX TECH: Receives Hercules' Demand Letter for Loan Repayment

* Large Companies with Insolvent Balance Sheets

                             *********

1900 M RESTAURANT: IRS Properly Rejected Offer in Compromise
------------------------------------------------------------
1900 M Restaurant Associates Inc. is a restaurant operating in the
District of Columbia under the tradename "Rumors."  On April 9,
2003, 1900 M Restaurant filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code (Bankr. D.C.
Case No. 03-00717).  The restaurant's significant liabilities were
taxes owed to the District and the Internal Revenue Service.

On January 26, 2004, while under Chapter 11 protection, the Debtor
submitted an offer-in-compromise to the IRS on IRS Form 656,
pursuant to 26 U.S.C. Sec. 7122.  An OIC is an offer submitted by
a taxpayer to pay less than what is owed in federal taxes.  On
February 6, 2005, the IRS returned the offer, saying it was
nonprocessable under IRS procedures because the IRS cannot accept
for review any OICs from taxpayers with open, pending bankruptcy
cases.  Further, the Debtor had not filed several tax returns, the
liability for which was the subject of the offer.

When the offer was returned as nonprocessable, 1900 M filed suit
in the bankruptcy court (Bankr. D.C. Adv. Pro. No. 04-10059) for a
declaratory judgment that IRS' policy violated the anti-
discrimination provisions under 11 U.S.C. Sec. 525(a).  The Debtor
asked the bankruptcy court to compel the IRS, pursuant to 11
U.S.C. Sec. 105, to consider the OIC -- not to approve and accept
the offer, but to merely consider it.

The parties filed cross motions for summary judgment.  By an order
dated January 24, 2005, the Honorable S. Martin Teel, Jr., granted
the United States' motion for summary judgment and dismissed the
action.  See 319 B.R. 302 (Bankr. D.C. 2005).  The bankruptcy
court held that Sec. 525(a) does not apply to the IRS' refusal to
consider an OIC submitted under Sec. 7122 during the pendency of a
bankruptcy case.  Id. at 305.  Specifically, Judge Teel determined
that a debtor's "right to submit an offer-in-compromise" is not a
"license, permit, charter, or franchise" within the ordinary
meanings of those words.  Id.  Further, the court found that it is
not a grant either within any of the ordinary meanings of that
word.  Id.  Then the court turned to the question of whether Sec.
105(a) provides an alternative means to compel the government to
consider the OIC.  After examining the legislative history of Sec.
105(a), the court held that Sec. 105(a) is similar to the All
Writs Statute, 28 U.S.C. Sec. 1651.  Id. at 306.  Judge Teel
concluded that to the extent that the debtor seeks to compel
performance of an alleged duty, the relief the debtor seeks is in
the nature of mandamus.  Id.  The court held that the debtor
failed to meet the requirements of a writ of mandamus.  Id.

The Debtor appealed to the U.S. District Court for the District of
Columbia (Civ. Action No. 05-570), arguing that the Bankruptcy
Court:

     (1) erred as a matter of law in determining that 11 U.S.C.
         Sec. 525(a) does not apply to the IRS when it refused to
         consider an OIC under 26 U.S.C. Sec. 7122 during the
         pendency of a bankruptcy case; and

     (2) erred as a matter of law in determining that 11 U.S.C.
         Sec. 105 is not available to compel the IRS to consider
         appellant's OIC.

In a decision published at 2006 WL 2708681, the Honorable Emmet G.
Sullivan agrees with the legal conclusions and the result reached
by the bankruptcy court, and, therefore, affirms the bankruptcy
court's Order.  Judge Sullivan holds that (1) in refusing to
process the debtor's offer to compromise its federal tax liability
based solely upon fact that it had filed for bankruptcy, the IRS
did not act adversely on any license, permit, charter, franchise,
or other similar grant in violation of anti-discrimination
provision of the Code; (2) the court could not exercise its
authority to enter "necessary or appropriate" orders in order to
compel the IRS to consider offer-in-compromise; and (3) the
debtor-taxpayer failed to establish any clear duty on part of the
IRS to act, as required for entry of writ of mandamus.


ACURA PHARMA: Bridge Lenders Extend Maturity Date to December 1
---------------------------------------------------------------
Acura Pharmaceuticals Inc. secured gross proceeds of $620,000
under a term loan agreement with Essex Woodlands Health Ventures
V, L.P., Care Capital Investments II, L.P., Care Capital Offshore
Investments II, L.P., Galen Partners III, L.P., Galen Partners
International III, L.P. and Galen Employee Fund III, L.P.

Coincident with this Loan, the Bridge Lenders have agreed to
change the maturity date on all previous bridge loans to Dec. 1,
2006 from Nov. 1, 2006.  The Loan bears an annual interest rate of
10%, is secured by a lien on all assets of the Company and its
subsidiary, matures on Dec. 1, 2006 and is senior to all other
Company debt.  The Loan permits the funding of additional cash
amounts subject to agreement by the Company and the Bridge
Lenders.  No assurance can be given, however, that any additional
funding will be advanced to the Company under the terms of the
Loan.

In addition, the Bridge Lenders have agreed to accept in
satisfaction of the next interest payment due under the bridge
loans a number of shares of Common Stock of the Company based on
the average of the closing bid and asked prices of the Common
Stock for the five trading days immediately preceding the interest
payment date.

Including the Loan disclosed on Oct. 20, 2006, the Company has a
total of $6.744 million in bridge loans outstanding and due on
Dec. 1, 2006 and the Company has agreed that the lenders under its
bridge loan agreements may rollover all or any portion of the
principal and accrued interest outstanding under loans made under
such agreements into the Company's next equity financing of at
least ten million dollars, subject to certain exceptions.

The Company will utilize the net proceeds from the Loan to
continue funding product development and licensing activities
relating to OxyADF tablets and other product candidates utilizing
its Aversion(r) Technology.

                      Cash Reserves Update

The Company estimates that its current cash reserves, including
the net proceeds from the Loan, will fund product development and
licensing activities through mid-November 2006.  To continue
operating thereafter, the Company must raise additional financing
or enter into appropriate collaboration agreements with third
parties providing for cash payments to the Company.  No assurance
can be given that the Company will be successful in obtaining any
such financing or in securing collaborative agreements with third
parties on acceptable terms, if at all, or if secured, that such
financing or collaborative agreements will provide for payments to
the Company sufficient to continue funding operations.  In the
absence of such financing or third-party collaborative agreements,
the Company will be required to scale back or terminate operations
and/or seek protection under applicable bankruptcy laws.

                   About Acura Pharmaceuticals

Headquartered in Palatine, Illinois, Acura Pharmaceuticals, Inc.
(OTCBB:ACUR) -- http://www.acurapharm.com/-- is a specialty
pharmaceutical company engaged in research, development and
manufacture of innovative and proprietary abuse deterrent, abuse
resistant and tamper resistant formulations intended for use in
orally administered opioid-containing prescription analgesic
products.  Acura is actively collaborating with contract research
organizations for laboratory and clinical evaluation and testing
of product candidates formulated with its Aversion(R) Technology.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 8, 2006,
BDO Seidman, LLP, expressed substantial doubt about Acura
Pharmaceuticals' ability to continue as a going concern after
auditing the Company's 2005 financial statements.  The auditing
firm pointed to the Company's recurring losses from operations and
net capital deficiency at Dec. 31, 2005.


ADELPHIA COMMS: Metropolitan Edison, et al. Want Claims Allowed
---------------------------------------------------------------
Metropolitan Edison Company; Pennsylvania Electric Company;
Toledo Edison Company; Ohio Edison Company; Pennsylvania Power
Company; and the Illuminating Company, also known as the
Cleveland Electric Illuminating Company, ask the U.S. Bankruptcy
Court for the Southern District of New York to allow their
administrative expense claim against Adelphia Communications
Corporation and its debtor-affiliates for:

   (1) $2,438,302, including but not limited to at least
       $392,693 against Parnassos in favor of Penelec, for
       amounts owing under the Agreements; and

   (2) an unliquidated amount, including but not limited to at
       least $1,073 against the JV Debtors in favor of Ohio
       Edison, for all postpetition amounts owing on
       Metropolitan Edison, et al.'s utility accounts with the
       ACOM Debtor through July 31, 2006.

Metropolitan Edison, et al., also ask the Court to direct the ACOM
Debtors to promptly pay the amounts.

Metropolitan Edison, et al., were parties to numerous pole
attachment/joint use agreements with the ACOM Debtors, including
Parnassos, LP.  Metropolitan Edison, et al., provided joint use
services to the ACOM Debtors after its filing for chapter 11
protection through the Effective Date of the Third Modified Fourth
Amended Joint Plan of Reorganization for the Century-TCI Debtors
and the Parnassos Debtors, when the Joint Use Agreements were
assigned to Time Warner Cable NY, LLC, or Comcast Corporation.
Pursuant to pleadings and notices filed and served by the ACOM
Debtors, Penelec and Parnassos were parties to one of the Joint
Use Agreement dated September 1, 1987.

Metropolitan Edison, et al., reported that the amount due and
owing to them for services provided under the Agreements from the
Date the Debtors filed for chapter 11 protection to the Effective
Date totals $2,438,302.

Based on Metropolitan Edison, et al.'s records and representations
of the ACOM Debtors' counsel regarding the applicable Adelphia
counterparties to the Joint Use Agreements, of the $2,438,302, at
least $392,693 is due and owing to Penelec from Parnassos.

Jil Mazer-Marino, Esq., at Rosen Slome Marder LLP, in Uniondale,
New York, however, notes that that Metropolitan Edison, et al.,
have been unable to determine from their own records, who the
applicable Debtor counterparty is to each of the Joint Use
Agreements.  Metropolitan Edison, et al., have asked the ACOM
Debtors to identify the applicable Debtor counterparty to various
of the Joint Use Agreements as of July 30, 2006.  While ACOM
Debtors' counsel has advised that the ACOM Debtors are diligently
working on the request, as of September 13, 2006, the ACOM Debtors
have not provided the information, Ms. Mazer-Marino relates.

In addition, Metropolitan Edison, et al., had provided
postpetition electric utility service to the ACOM Debtors on
numerous accounts through the Effective Date.  Based their
records, only 29 accounts appear to be service accounts of any of
the JV Debtors.  The aggregate amount owing on those 29 accounts
for service provided by Ohio Edison to the JV Debtors from the
Date the Debtors filed for chapter 11 protection to the Effective
Date is $1,073.

Metropolitan Edison, et al., believe that the ACOM Debtors
routinely failed to update the customer names or provide correct
customer names on many utility service accounts. Thus,
Metropolitan Edison, et al., are unable to identify with any
certainty which Adelphia entity is the customer on the various
utility accounts with the Debtors.

Ms. Mazer-Marino relates that the total amounts owing on all of
Metropolitan Edison, et al., utility service accounts with the
Debtors have not yet been determined.  Metropolitan Edison, et
al., are still in the process of calculating the final bills for
the accounts.  Due to the large number of accounts at issue and
certain limitations with their billing system, they are unable to
finalize the accounts through the Effective Date until they have
determined which service accounts have been assigned to Time
Warner and which ones have been assigned to Comcast.  Metropolitan
Edison, et al., are diligently working with their contacts at each
company to determine the information.

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)


ADELPHIA COMMS: Santa Monica Seeks Court Okay to Century Payments
-----------------------------------------------------------------
The city of Santa Monica, California, asks the U.S. Bankruptcy
Court for the Southern District of New York to preserve its rights
to receive administrative expense priority payments to remedy the
defaults under the Franchise it issued to Century-TCI California,
L.P.

Prior to Adelphia Communications Corporation and its debtor-
affiliates' filing for chapter 11 protection, Santa Monica granted
Century-TCI California, a franchise to own, operate and maintain a
cable television system within the boundaries of Santa Monica.

In resolution of several disputes between the Santa Monica and
Century-TCI, the parties entered into a settlement agreement dated
Jan. 30, 2006, which provides, among others, for the assumption of
the Franchise.  Santa Monica did not waive any defaults arising on
or after July 1, 2005, and the period from Jan. 1, 1999 to
June 30, 2005, related to the payment of franchise fees, utility
users, or business license taxes or fees.

Santa Monica has commenced an audit of the Franchise for the
period of July 1, 2005, through June 30, 2006.  Though the audit
has not been completed, based on a preliminary review, Santa
Monica believes that there are defaults under the Franchise
arising during the period from July 1, 2005, and before
July 31, 2006, effective date of the Third Modified Fourth Amended
Joint Plan of Reorganization for the Century-TCI Debtors and the
Parnassos Debtors.

Eric D. Winston, Esq., at Stutman, Treister & Glatt, in Los
Angeles, California, informs the Court that prior audits routinely
revealed that Century-TCI had failed to satisfy certain
obligations arising under the Franchise Agreements.

Mr. Winston notes that the JV Plan and its related confirmation
order dated June 29, 2006, require Santa Monica to file
administrative expense claims within 45 days after the JV Plan's
Effective Date.  Failure to timely submit an Administrative
Expense Claim may result in the forfeiture of the claims.

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)


ADDISON-DAVIS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Addison-Davis Diagnostics Inc.
        aka QT 5 Inc.
        143 Triunfo Canyon Road, Suite 104
        Westlake Village, CA 91361

Bankruptcy Case No.: 06-11790

Type of Business: The Debtor is a distributor of drug-screening
                  solutions and cancer screening products.
                  See http://www.addisondavis.com/

                  The Debtor's chief executive officer, Charles
                  Miseroy, filed for chapter 11 protection on
                  August 24, 2004 (Bankr. C.D. Calif. Case No.
                  04-28494).

Chapter 11 Petition Date: October 5, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: William H. Brownstein, Esq.
                  Willaim H. Brownstein & Associates, P.C.
                  1250 Sixth Street, Suite 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581

Total Assets: $16,205

Total Debts:  $4,551,053

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Alpha Capital AG                   Convertible         $1,103,208
Lettstrasse 32                     Debentures
Furstentum 9490
Vaduz, Liechtenstein

AJW Offshore, Ltd.                 Convertible           $762,555
P.O. Box 32021 SMB                 Debentures
Grand Cayman, Cayman Islands BWI

AJW Qualified Partners, LLC        Convertible           $734,624
1044 Northern Boulevard            Debentures
Suite 302
Roslyn, NY 11576

AJW Partners, LLC                  Convertible           $311,748
1044 Northern Boulevard            Debentures
Suite 302
Roslyn, NY 11576

Osher Capital Inc.                 Convertible           $245,083
5 Sansberry Lane                   Debentures
Spring Valley, NY 10977

Whalhaven Capital Fund Ltd.        Convertible           $190,000
                                   Debentures

Impact Displays, Inc.              Displays              $180,000

Gray Cary Ware & Freidenrich LLP   Attorney Fees         $142,285

Richardson & Patel LLP             Attorney Fees         $112,500

Ellis International Ltd.           Convertible           $102,782
                                   Debentures

Robert Pautch                      Unsecured Loan        $101,500

Bristol Investment Fund, Ltd.      Convertible            $62,586

Fred DeLuca                        Unsecured Loan         $56,073

New Millennium Capital             Convertible            $55,739
                                   Debentures

Kessler & Associates               Accounting             $52,283

Ace Investors, LLC                 Convertible            $44,177
                                   Debentures

Sichenzia Ross Friedman            Attorney Fees          $40,535
Ference LLP

Tele Pacific Communications        Telephone System       $35,484

McDermott, Will and Emery          Attorney Fees          $31,309

McDaniel & Chusid, LLP             Attorney Fees          $22,610


AEARO TECHNOLOGIES: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed its B2 Corporate Family Rating for Aearo Technologies,
Inc., as well as its Caa1 rating on the company's $170 million
Senior 2nd Lien Secured Term Loan due 2013.  The debentures were
assigned an LGD5 rating suggesting noteholders will experience an
86% loss in the event of default.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating            Default
   ----------           -------  -------  ------   ----------
   $60m Sr. 1st
   lien sec revolver
   due 2012                  B2       B1    LGD3       36%


   $340m Sr. 1st
   lien sec TLB
   due 2013                  B2       B1    LGD3       36%

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 Indianapolis, Indiana, Aearo Technologies Inc.
-- http://www.aearo.com-- makes and sells personal protection
equipment in more than 70 countries under brand names such as
AOSafety, E-A-R, Peltor, and SafeWaze.  Products include earplugs,
goggles, face shields, respirators, hard hats, safety clothing,
first-aid kits, and communication.  Safety products account for
about three-quarters of the company's sales.  Aearo also sells
safety prescription eyewear and makes energy-absorbing foams that
control noise, vibration, and shock.


AES CORP: Files $40-Million Lawsuit Against Alstom in Delaware
--------------------------------------------------------------
AES Corp. is seeking $40 million from Alstom SA, a French firm, in
a trial of a warranty dispute that started in a federal court in
Delaware on Monday, Bloomberg reports.

Bloomberg notes that a unit of AES Corp. filed a lawsuit against
Alstom Power Inc. in 2004, claiming that the latter breached
contract over corrosion in pollution-control systems at an
$800 million coal-fired power plant in Guyama, Puerto Rico.

The report says that Dane H. Butswinkas, the legal representative
of AES Corp., told the jurors on Monday that parts of the 454-
megawatt plant, which uses steam to generate electricity, rusted
to bits in a year after it started operating in 2002.

Meanwhile, John Anthony Wolf, Alstom's attorney, said that AES
Corp. failed to maintain and run the equipment properly and that
AES Corp. is seeking exaggerated damages for problems that were
self-inflicted, Bloomberg relates.

Dane H. Butswinkas can be reached at:

            Williams & Connolly LLP
            725 Twelfth St., N.W.
            Washington, DC 20005
            Phone: 202-434-5110
            Fax: 202-434-5029
            E-mail: dbutswinkas@wc.com

John Anthony Wolf can be reached at:

            Ober Kaler
            120 East Baltimore Street
            Suite 800
            Baltimore, MD 21202-1643
            Phone: (410) 347-7346
            Fax: (410) 230-7272

                      About the Company

The AES Corporation -- http://www.aes.com-- and its subsidiaries
engage in the generation and distribution of electric power.  It
generates power for sale to utilities and other wholesale
customers, as well as operates utilities that distribute power to
retail, commercial, industrial, and governmental customers through
integrated transmission and distribution systems.  The company
operates through three segments: Contract Generation, Competitive
Supply, and Regulated Utilities

                       *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service affirmed its B1 Corporate Family Rating
for AES Corporation in connection with the implementation of its
new Probability-of-Default and Loss-Given-Default rating
methodology.  Additionally, Moody's revised its probability-of-
default ratings and assigned loss-given-default ratings on the
company's loans and bond debt obligations including the B1 rating
on its senior unsecured notes 7.75% due 2014, which was also given
an LGD4 loss-given default rating, suggesting noteholders will
experience a 55% loss in the event of a default.


ALLIANCE LAUNDRY: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed its B1 Corporate Family Rating for Alliance Laundry
Systems, as well as its B3 rating on the company's $150 million
8.5% Senior Unsecured Subordinate Notes Due 2013.  The facilities
were assigned an LGD5 rating suggesting noteholders will
experience an 84% loss in the event of default.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $55m Sr. Sec.
   bank facility
   due 2011 (Rev.)        B1       Ba3     LGD3        32%

   $235m Sr. Sec.
   bank facility
   due 2012               B1       Ba3     LGD3        32%

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

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

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

Headquartered in Marianna, Florida, Alliance Laundry Systems LLC
delivers laundry products and services.


ALLIS-CHALMERS ENERGY: Buys Petro Rentals for $29.8 Mil. in Cash
----------------------------------------------------------------
Allis-Chalmers Energy Inc. acquired Petro Rentals Inc. for
approximately $29.8 million in cash, including the payment of
approximately $9.5 million of debt, and 246,761 shares of the
Company's common stock.

The Company says that the acquisition was funded with cash on hand
remaining from its recent equity and debt securities offerings.
Based on Petro Rentals' unaudited financial statements, its EBITDA
for the eight-month period ended Aug. 31, 2006 was approximately
$4.9 million.

Micki Hidayatallah, chairman and chief executive officer, stated,
"The acquisition of Petro Rentals helps us to realize one of our
primary objectives of creating a better balance between our
drilling-related and production-rental activities.  We expect
Petro Rentals' coiled tubing division to complement our Production
Services segment, which already had two coiled tubing units before
this acquisition.  With the Petro Rentals acquisition and the
additional coiled tubing units on order, we expect to have a total
of eight coiled tubing units and 14 capillary tubing units by
December 31.  With a projected utilization rate of 50%, we are
very optimistic about this portfolio of coiled and capillary
tubing units contributing significantly to our financial
performance.  With current estimates of capital expenditures by
the E&P companies increasing in 2007 at a rate greater than 15% we
feel that Petro Rentals will sustain its EBITDA run rate and
through efficient utilization of the new coiled tubing units
should increase its EBITDA contribution to Allis-Chalmers Energy
to over $11 million."

                      About Petro Rentals

Based in Broussard, Louisiana, Petro Rentals Inc. provides a
variety of rental tools and equipment and services that are vital
throughout the life of a well, from drilling through plugging and
abandonment, with an emphasis on production related equipment and
services.  With division offices in Broussard, Houma and Arcadia,
Louisiana and Alvin, Texas, Petro Rentals serves both onshore and
offshore markets.

                  About Allis-Chalmers Energy

Based in Houston, Texas, Allis-Chalmers Energy Inc. (AMEX: ALY)
-- http://www.alchenergy.com/-- provides oilfield services and
equipment to the oil and gas exploration and development companies
primarily in Texas, Louisiana, New Mexico, Colorado, and Oklahoma;
offshore in the United States Gulf of Mexico; and offshore and
onshore in Mexico.  The company offers directional drilling,
compressed air drilling, casing and tubing, rental tools, and
production services.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Moody's Investors Service in connection with the implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sector, confirmed its B3 Corporate Family Rating for Allis-
Chalmers Energy Inc.

Moody's also affirmed its B3 rating on the company's 9% Senior
Unsecured Guaranteed Global Notes Due 2014, and assigned the
debentures an LGD4 rating suggesting a projected loss-given
default of 54%.

As reported in the Troubled Company Reporter on July 31, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' rating on
Allis-Chalmers Energy Inc.'s proposed $80 million senior notes
issuance due 2014.  The notes are being offered as additional
notes under the indenture to which the company issued $160 million
of notes in January 2006.

At the same time, Standard & Poor's affirmed the 'B-' corporate
credit rating on the company.  The outlook is stable.


AMERIVEST PROPERTIES: Sells Hampton Court Property for $17 Mil.
---------------------------------------------------------------
AmeriVest Properties Inc. completed the sale of its Hampton Court
office building in Dallas, Texas, for $17 million to Koll/PER LLC.

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

The estimated cash proceeds of approximately $9 million, after
assignment of the first mortgage, closing costs and adjustments,
will be accumulated with other proceeds and made available,
subject to the expenses and other costs of the Company, for
distribution to shareholders under the plan of liquidation
approved by AmeriVest shareholders.

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

                  About AmeriVest Properties

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

                         *     *     *

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

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


AMR CORP: Earns $15 Million in 2006 Third Quarter
-------------------------------------------------
AMR Corporation, the parent company of American Airlines Inc.,
reported a net profit of $15 million for the third quarter of
2006.

The results include a $99 million non-cash charge in Other Income
(Expense) to reduce the book value of certain outstanding fuel
hedge contracts.  Excluding the special item, the Company's profit
was $114 million.

The Company's net loss was $153 million in the third quarter of
last year.  Excluding the $58 million net negative impact of two
special items, the net loss in the third quarter of 2005 was
$95 million.

"We are pleased to report a profit for the third quarter, which
represents the first time in nearly six years that we have
recorded a profit in two consecutive quarters," Gerard Arpey,
chairman and chief executive officer, said.  "These results show
continuing improvements in the Company's core business operations,
even in the face of new challenges. But we also have more hard
work ahead of us as we build a company that is better positioned
for long-term success."

The Company reported third quarter consolidated revenues of
$5.8 billion, an increase of 6.6% from $5.5 billion for the same
period last year.  In the third quarter, Other revenues increased
13.3% year over year to $333 million.  The Company estimates that
the London security threat in August reduced revenues in August
and September by more than $50 million.

American Airlines' mainline load factor was 81.7% during the third
quarter.  Yield increased 7% compared to the third quarter of
2005, and passenger revenue per available seat mile for the third
quarter increased 7.7% year over year.

American's mainline cost per available seat mile in the quarter
was up 3.8% year over year and excluding fuel and special items,
the airline's unit cost for the third quarter increased 1% year
over year.

"While falling fuel prices provide significant benefits to our
company, fuel prices remain at historically high levels and
continue to be volatile," Mr. Arpey said.  "That's a reminder that
we must continue our efforts to conserve fuel and reduce other
expenses."

The Company says that it regularly uses fuel hedging instruments,
including options and collars, to dampen the impact of volatile
fuel prices.  The Company's fuel hedging activities reduced fuel
expenses by $300 million during the period from 2003 through 2005,
and have reduced year-to-date 2006 fuel expense by $66 million.

Cash and short-term investment balance of the Company was
$5.5 billion, including a restricted balance of $464 million, at
the end of the third quarter of 2006.  In addition to making
scheduled principal payments of $1.1 billion, the Company said
that it has repurchased approximately $128 million of debt since
January 2006 and depending on market conditions, cash position and
other considerations, may from time to time redeem or repurchase
its debt or take other steps to reduce its debt or lease
obligations.

The Company disclosed that it continues to execute on the strategy
laid out in its Turnaround Plan by working together with employees
to identify ways to reduce costs, grow revenues, improve the
customer experience and simplify its operations, which included:

   -- The signing, in September, of a 5-year service agreement
      with the U.S. Postal Service potentially worth $500 million
      in revenue to American, the largest single contract ever
      awarded to the its Cargo division.

   -- The setting, also in September, by a team of Transport
      Workers Union employees at American line maintenance bases
      and management of a goal to obtain $95 million of annual
      value creation for the airline by the end of 2008.  The
      announcement followed more than $1 billion in similar goals
      set previously by maintenance employees at the Company's
      Tulsa, Kansas City and Fort Worth maintenance bases.

The Company also disclosed that in continuing efforts to bolster
its international business, American in July filed an application
with the United States Department of Transportation to operate
daily nonstop service between Dallas/Fort Worth International
Airport and Bejing, China, starting in March 2007.

The Company further disclosed that the collaboration over the past
several years between management, unions and employees helped
produce a positive result in August, when Congress passed a bill
that enhances the Company's ability to fund its pension
obligations.  Mr. Arpey noted that the Company was able to
contribute $104 million to its various defined benefit pension
plans since the end of the second quarter, bringing its total 2006
contributions to the plans to $223 million through Oct. 13, 2006.

American Airlines -- http://www.AA.com/-- is the world's largest
airline.  American, American Eagle and the AmericanConnection
regional airlines serve more than 250 cities in over 40 countries
with more than 3,800 daily flights.  The combined network fleet
numbers more than 1,000 aircraft.  American Airlines is a founding
member of the oneworld Alliance, whose members serve more than 600
destinations in over 135 countries and territories.

At Dec. 31, 2005, AMR Corporation's equity deficit doubled to
$1.478 billion from a $581 million deficit from Dec. 31, 2004.

                           *     *     *

Standard & Poor's Ratings Services, effective June 6, 2006, placed
its ratings on AMR Corp. (B-/Watch Pos/B-3) and subsidiary
American Airlines Inc. (B-/Watch Pos/--) on CreditWatch with
positive implication.


AOH-GOLF: Moody's Pares Ba1 Rating on Series 2003 Series C Bonds
----------------------------------------------------------------
Moody's Investors Service downgraded the rating on Capital Trust
Agency's Multifamily Housing Revenue Bonds (American Opportunities
for Housing - Golf Villas, Rivermill and Village Square
Apartments) Senior Series 2003A and Senior Series 2003B Taxable
Bonds to Ba1 from Baa2, and the rating on the Subordinate Series
2003 Series C Bonds to Ba2 from Ba1.  The bonds have been issued
through the Capital Trust Agency, Florida.  This rating action
affects $15.0 million of Senior Bonds and $985,000 of Subordinate
Bonds outstanding.

The outlook has been changed to stable from negative.

The downgrade is based on revenue volatility and lower than
expected debt service coverage.

Along with this transaction, the issuer also issued Junior
Subordinated Series 2003D bonds which are not rated by Moody's.

Legal security.  The bonds are secured by the revenues and
mortgages from three cross-collateralized properties - Golf
Villas, Rivermill and Village Square Apartments, as well as funds
and investments pledged to the trustee pursuant to the indenture
as security for the bonds.  The Series A and B bonds have a first
lien on all program funds and are paid first in the monthly flow
of funds.  The Subordinate Series C bonds are to be paid before
the Junior Subordinate Series D bonds.

A payment default on the Series C Subordinate and Series D Junior
Subordinate bonds can only trigger a default if the Series A and B
bonds are retired first.  Excess funds can only be released
annually from the indenture if a 1.40 times debt service coverage
ratio is met for the Series A and B Senior bonds, 1.30 times for
the Series C Subordinate bonds and 1.10 for the Series D Junior
Subordinate bonds.  The debt service reserve fund is set at
maximum annual debt service for the Series A and B bonds to
provide ample coverage in the event of liquidity difficulties.

Interest rate derivatives: None

Strengths.

   -- Ability of the projects to maintain adequate debt service
      coverage without tapping debt service reserves between
      2004 and 2006 coverage despite significant damage to the
      Golf Villas property caused by Hurricane Ivan in 2004 and
      Hurricane Dennis in 2005.

   -- Physical occupancy of 96% for both the Golf Villas and
      Village Square properties as of the month of September
      2006.

Challenges.

   -- Debt service coverage has been volatile and remains below
      the coverage projected at bond closing of 1.40 for Senior
      debt and 1.30 for Subordinate C debt.  The coverage as of
      the December 31, 2005 audit was 1.08 and 1.00 for Senior
      and Subordinate debt.  While a review of unaudited
      operating statements for a rolling 12 months ending August
      2006 shows improvement to 1.28 and 1.19 for Senior and
      Subordinate debt, this still is below the unaudited
      coverage of 1.31 and 1.22 demonstrated in July of 2005.

   -- The Rivermill property continues to demonstrate uneven
      performance, with economic occupancy at 89% for the rolling
      12 months ending August 2006, 92% for the rolling 12 months
      as of July 2005 and 87% as of August 2004.

The outlook on the bonds is stable, reflecting the improved
occupancy rates Golf Village property in the last 12 months and
the relatively stable performance of the other two properties.
Moody's believes that the cross-collateralized nature of the three
properties will allow the overall deal to maintain adequate debt
service coverage levels even if individual properties demonstrate
uneven performance over time.

What could change the rating - up

   * Sustained, improved physical and economic occupancy rates
     and debt service coverage levels over time.

What could change the rating - down

   * A substantial decrease in occupancy rates and/or debt
     service coverage levels.


ARMSTRONG WORLD: Discloses Distribution Amount for Class 6 Claims
-----------------------------------------------------------------
Armstrong World Industries Inc. disclosed the amount of the
initial distributions it expects to make to general unsecured
creditors under its Chapter 11 plan.  Specifically, distributions
to holders of allowed unsecured claims falling in Class 6 was
scheduled to start on Oct. 17, 2006, pursuant to its Court-
approved "Fourth Amended Plan of Reorganization, as Modified,"
dated Feb. 21, 2006.

The Company says that per $10,000 of the Class 6 claims, an
initial distribution of 116 Common Shares of reorganized Armstrong
World Industries and approximately $2,435 in cash are expected.
The initial distributions exclude approximately $11 million of
cash and 538,000 shares that are reserved from distribution due to
disputed unsecured claims in Class 6.  A total of 19,418,520
shares and approximately $407 million of cash will be distributed
to creditors in Class 6 under the Plan.

Separately, in discharge of all of its present and future
asbestos-related personal injury claims, on October 2, the Company
issued under the Plan 36,981,480 Common Shares to the Armstrong
World Industries, Inc. Asbestos Personal Injury Settlement Trust
and by October 17 will distribute to the Trust approximately
$738 million in cash, representing the portion of cash
distributions to which the Trust is entitled under the Plan.  All
present and future asbestos-related personal injury claims must be
asserted against, and will be resolved by, the Trust, and such
claims may not be asserted against the Company.

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

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

The Company also disclosed that its Common Shares have been
approved for listing on the New York Stock Exchange under the
ticker symbol "AWI."  Trading on the NYSE is expected to commence
on a "when issued" basis, and "regular way" trading is anticipated
to begin on a date to be announced by the New York Stock Exchange.

"We are pleased to return to the New York Stock Exchange, where
Armstrong first began trading on July 17, 1935," F. Nicholas
Grasberger III, senior vice president and chief financial officer,
said.  "This is the renewal of a long and rewarding relationship
between Armstrong and the NYSE."

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

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

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

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

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on Aug.
14, 2006.  The Clerk entered the formal written confirmation order
on Aug. 18, 2006.  The Company's "Fourth Amended Plan of
Reorganization, as Modified," has become effective and AWI has
emerged from Chapter 11.  (Armstrong Bankruptcy News, Issue No.
103; Bankruptcy Creditors' Service,Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                         *     *     *

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


ARMSTRONG WORLD: Registers 5,349,000 Shares of Common Stock
-----------------------------------------------------------
Walter T. Gangl, Deputy General Counsel and Assistant Secretary of
Armstrong World Industries, Inc., discloses in a regulatory filing
with the Securities and Exchange Commission that the Company has
registered 5,349,000 shares of common stock to be issued to
officers and key employees in accordance with its 2006 Long-Term
Incentive Plan.

The maximum offering price for each share is $35, for an aggregate
offering price of $187,215,000.

The Company paid a $20,032 registration fee.

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

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

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

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on Aug.
14, 2006.  The Clerk entered the formal written confirmation order
on Aug. 18, 2006.  The Company's "Fourth Amended Plan of
Reorganization, as Modified," has become effective and AWI has
emerged from Chapter 11.  (Armstrong Bankruptcy News, Issue
No. 103; Bankruptcy Creditors' Service,Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

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


BANYAN CORPORATION: Posts $912,154 Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Banyan Corp. reported a net loss of $912,154 for the three-month
period ended June 30, 2006, compared to a net loss of $1,701,053
for the equivalent period in the prior year, resulting in an
accumulated deficit of $18,927,092.

Total revenues generated by the company amounted to $1,594,882 for
the three-month period ended June 30, 2006, compared to $290,230
for the same period in the prior year.

At June 30, 2006, the company's balance sheet showed $6,332,710 in
total assets and $5,650,663 in total liabilities, leaving $682,047
in stockholders' equity.

A full-text copy of the company's annual report is available for
free at http://researcharchives.com/t/s?13c7

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2006,
Schwartz Levitsky Feldman LLP, Chartered Accountants, raised
substantial doubt about Banyan Corporation'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,
negative working capital, and stockholders' deficit.

                          About Banyan

Banyan Corporation is a holding company focused on investing in
and building a network of subsidiaries engaged in diagnostic
testing, the franchising of Chiropractic USA branded chiropractic
clinics, providing practice development training and assistance to
chiropractors, and offering franchise support and related services
to franchisees.


BEXAR COUNTY: Moody's Holds Ba3 Rating on Sub. Series 2001 B Bonds
------------------------------------------------------------------
Moody's Investors Services downgraded the rating on Bexar County
Housing Finance Corporation Housing Revenue Bonds Senior Series
2001 from Baa3 to Ba1 and has affirmed the Ba3 rating on the
Subordinate Series 2001 B.

The outlook is changed to stable from negative.

The Junior Subordinate Series C bonds are not rated.  The rating
downgrade on the Series A bonds reflects continued financial
deterioration of the project.  Moody's believes the Ba3 rating on
the subordinate 2001B series already incorporates the risks
associated with current levels of debt service coverage.

Legal security:

   -- The bonds are secured by a lien on and pledge and
      assignment of a security interest in the Trust Estate.

Interest Rate derivatives:

   -- none

Credit strengths:

   -- Fully funded debt service reserve funds for both the Series
      A and B bonds.

Nob Hill Apartments Project, a 368 unit multi-family rental
property is located approximately 8 miles north of the San Antonio
central business district with good access to the city's principal
traffic arteries.  Property is managed by the Lynd Management
Company, which has a strong background in managing affordable
housing properties throughout Texas.

Credit challenges:

   -- Financial performance remains challenging.

While there was some improvement in FY 2005 as compared to FY
2004, Moody's has reviewed rolling 12 month unaudited financial
statements from September 2005-August 2006, which show further
deterioration in rental revenues and growth in expenses.  In FY
2005, debt service coverage was 1.35x on the senior bonds and
1.21x on the subordinate and senior bonds combined, as compared to
1.26x and 1.13x, respectively for 2006.  Debt service coverage
ratio calculations include the required deposit into the repair
and replacement fund, as outlined in the Trust Indenture.

Occupancy is down to 82% in October 2006 from 91% in August 2005.
Turnover also remains high at approximately 70% for August 2006.
The property manager partially attributes the low occupancy rate
to a change in the credit approval system used by Nob Hill
Apartments.  The project converted from a manual credit approval
system to an online system that applied higher credit standards to
tenant applicants.  As a result, the applications of viable
tenants who would have been accepted in the past were denied.  Nob
Hill has reverted back to the manual credit approval process and
is seeing an initial improvement in occupancy levels, with over 35
leases signed during the last two weeks of September.  The project
hopes to return to 90% occupancy by November 2006, and expects
occupancy rates to stabilize at an average of 93% for the fourth
quarter 2006.

According to the Trustee, the reserve and replacement fund is
currently underfunded by approximately $20,000, as recent project
cash flows have been insufficient to cover the entire required
monthly amount.

The bonds are secured by a single asset, the Nob Hill property,
which has an inherent risk due to lack of greater diversification
of revenues.
Outlook

The outlook for the bonds has been changed to stable from
negative.  The stable outlook reflects Moody's belief that the
project will continue to perform close to current levels, with
some expectation of improved occupancy over the medium-term.

What could change the rating- up

   -- Improvement in occupancy rates, leading to increased
      rental revenue and growth in NOI and debt service coverage.

What could change the rating- down

   -- Further deterioration in debt service coverage; tapping any
      of the debt service reserve funds.


BLACK BULL: Stops Quartz Operations to Restructure Company
----------------------------------------------------------
Black Bull Resources Inc. decided to temporarily cease quartz
processing operations at its East Kemptville, Nova Scotia mine
site.  The company is taking this action in order to conserve cash
resources and focus expenditures on developing a new sales
strategy, securing financing, adding new equipment to improve
plant and feedstock utilization, and broaden the diversity of
products the plant can produce.

Additionally, the company announced a management restructuring
which will include the closure of its Halifax office and
consolidation of its management functions in Shelburne.  The
management changes include elimination of certain positions
including the VP Operations role and others as well as
restructuring compensation arrangements with the staff that will
remain in the employ of the company.

Joseph MacDonald, outgoing Interim CEO, said, "We regret the
impact of the interruption in production on our customers and of
course we regret deeply the impact of layoffs and position
eliminations on our hourly and management personnel and the local
community.  We believe, however, that cessation of processing
operations is unavoidable in the short term to conserve cash and
rethink our product strategy and sales coverage in the
marketplace."

The operations closure is planned for Oct. 27, 2006, and will last
for an undetermined period.

During the closure, the company will retain core management staff
who will continue to focus on developing an alternative strategy
and building an order book to support a future financing and re-
opening of the mine and processing site.

Robert Cudmore, CFO, agreed to act as Interim CEO as well as CFO
effective Oct. 16, 2006, and will report to the board of directors
in that capacity during this transition period.

Joseph MacDonald and Richard Shearer, both directors of the
company, will lead the development of alternative strategy options
for the Board to consider within a 60-day period.  Following
receipt and consideration of their report, and subject to a new
financing, the Board will announce the plans for the future
development of the company.

                       Fiscal 2006 Results

In its interim, annual financial statements for the fiscal year
ended June 30, 2006, Black Bull reports that it had not yet
achieved profitable operations and has incurred significant
operating losses over the past eight fiscal quarters including
$2,110,141 in the current fiscal year to date.  The company's
management notes that, if the trend continues, the current working
capital is not sufficient to sustain itself for the next 12
months.

In addition, the company requires a capital expansion to increase
plant utilization and product quality to reach levels for
profitable operations.  The company must obtain additional
financing to complete the capital project and maintain sufficient
working capital to reach profitable operations from the Scotia
White quartz operations and other potential mineral developments.

A full-text copy of the company's fiscal year 2006 financial
report is available for free at:

                http://researcharchives.com/t/s?13db

                        About Black Bull

Based in Shelburne, Nova Scotia, Black Bull Resources Inc. (TSX
VENTURE:BBS) -- http://www.blackbullresources.com/-- is a
Canadian mining company that operates the White Rock Mine near
Shelburne.  The mine produces a bright-white, high-purity quartz,
marketed under the Scotia White trademark which is used in a range
of value-added, specialty products.  The White Rock Property also
contains an identified resource of kaolin and mica which the
company plans to further develop.


BLOUNT INC: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed its Ba3 Corporate Family Rating for Blount,
Incorporated, as well as its B2 rating on the company's
$175 million 8.875% Senior Subordinate Notes Due 2012.  The notes
were assigned an LGD5 rating suggesting noteholders will
experience an 86% loss in the event of default.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $150 Million
   Sr. Sec.
   Revolver due 2009      Ba3      Ba1     LGD2       27%

   $150 Million
   Sr. Sec. Term
   Loan due 2010          Ba3      Ba1     LGD2       27%

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 Portland, Oregon, Blount, Incorporated,-
http://www.blount.com- manufactures equipment, accessories, and
replacement parts to the forestry, yard care, and general
contractor industries worldwide.


BROWN JORDAN: Extends $105 Million Private Exchange Offer
---------------------------------------------------------
Brown Jordan International Inc. extended certain provisions of
a private exchange offer being conducted as part of a proposed
restructuring of the Company.

The private exchange offer will expire at 5:00 p.m., New
York City time, today, Oct. 24, 2006, unless further extended by
the Company.  As of 5:00 p.m., New York City time, on Oct. 20,
2006, approximately $105 million in aggregate principal amount
of the Senior Subordinated Notes had been tendered and not
withdrawn as part of the private exchange offer.

All other terms and conditions of the private exchange offer, as
previously extended, will remain in full force and effect.

Headquartered in a Florida, Brown Jordan International Inc.
engages in design, marketing, manufacturing and distribution
of indoor and outdoor furniture,

                         *    *    *

Brown Jordan's Sept. 24, 2004 balance sheet showed a $60,865,000
total stockholder's deficit compared to a stockholders' deficit of
$37,689,000 at Dec. 31, 2003.


BUILDING MATERIALS: Moody's Assigns Ba2 Rating to New $850MM Loan
-----------------------------------------------------------------
Moody's Investors Service affirmed Building Materials Holding
Corporation's Ba2 corporate family rating and has assigned it a
Ba3 probability-of-default rating.  In addition, Moody's assigned
a Ba2 rating and an LGD3 (41%) rate to BMHC's new $850 million
First Lien Bank Credit Facility.

The outlook remains stable.

The Ba2 rating reflects BMHC's strong balance sheet, low financial
leverage and healthy liquidity profile.  BMHC's leading position
in the building materials and residential construction services
markets, and its geographic diversification serve to support the
rating as well.  Moody's expects BMHC to maintain low adjusted
debt to EBITDA leverage and strong EBIT to interest coverage,
which at June 30, 2006 stood at 1.6x and 10.3x respectively.

The company's SelectBuild division generates approximately
$1.9 billion of revenues and $209 million of EBITDA (prior to
corporate overhead allocation), while its BMC West division
generates $1.6 billion and EBITDA of $168 million (prior to
corporate overhead allocation).   The above strengths offset
Moody's concerns over a slowing residential home building and
renovation market, as well as ongoing acquisition and integration
risks.

The stable outlook reflects BMHC's ability to aggressively manage
its variable expenses, including hourly labor, as a partial
mitigant to a slowing housing market, as well as strong credit
metrics for the rating category.  While Moody's anticipates weak
housing prices and demand over the next eighteen months, it
recognizes that the longer term outlook for growth remains
positive.

BMHC, a Fortune 1000 company, is one of the providers of
residential construction services and building materials in the
United States.


CALPINE CORP: Wants to Sell Siemens Turbines for $48 Million
------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to:

   (a) approve the proposed bidding procedures to govern the sale
       of four Siemens Power Generation Model Econopac combustion
       turbines;

   (b) approve the proposed break-up fee; and

   (c) schedule a sale hearing to consider the sale of the
       Siemens Turbines.

The Debtors also ask the Court to approve the purchase agreement
they entered into with Consorcio Pacific or other asset purchase
agreement with the successful bidder at the auction.

The Siemens Power Generation Model Econopac combustion turbines
are surplus equipment and remain unused and in storage in North
Las Vegas, Nevada, and Charlotte, North Carolina, Bennett L.
Spiegel, Esq., at Kirkland & Ellis LLP, in New York, tells the
Court.

Mr. Spiegel adds that the Debtors also do not have any
prospective projects in which the Turbines are likely to be
utilized in the near future.

As part of their business operations, the Debtors engaged
marketing and sale efforts to dispose of the Siemens Turbines.
Mr. Spiegel relates that since the Petition Date, the Debtors
have received offers for the Turbines from several interested
purchasers.  Some of the Offers sought to purchase multiple
turbines, while others sought to purchase both turbines and other
equipment in bulk.

After a review of the Offers, the Debtors, in consultation with
the Official Committee of Unsecured Creditors and the Unofficial
Committee of Second Lien Debtholders, determined that the Offer
proposed by Consorcio Pacific Rim Energy Yucal Placer HTE is the
highest and best offer.

Consequently, the Debtors and Consorcio Pacific entered into a
Purchase and Sale Agreement, which provides that:

   (a) Consorcio Pacific will pay the Debtors $48,000,000, in the
       aggregate, for the four Turbines;

   (b) After signing the PSA, Consorcio Pacific will deliver a
       $4,800,000 deposit to the Union Bank of California to be
       held in an escrow account;

   (c) The assets include, among other things, the four Siemens
       turbines, and all equipment and materials, written
       contracts, books and records related to them.  Each of the
       four turbine packages consists of a generator, a
       combustion turbine and other miscellaneous related
       equipment;

   (d) Consorcio Pacific will pay all excise taxes imposed by any
       government authority with respect to the sale of the
       Turbines;

   (e) In the event of a material loss or damage to the Turbines,
       the Debtors will report to Consorcio Pacific that material
       loss in detail.

       If the Material Loss is up to $1,000,000 on one Turbine
       Or up to $2,000,000 in the aggregate for all Turbines,
       Consorcio Pacific will proceed to Closing on all Turbines
       that have not suffered a material loss and the Debtors
       will have to repair or replace the loss on any Affected
       Turbine.  If the Debtors are unable to repair the Affected
       Turbine, Consorcio Pacific will have the right to elect
       not to purchase the Unrepaired Turbine.

       If the Material Loss is greater than $1,000,000 on one
       Turbine and up to $2,000,000 in the aggregate for all
       Turbines, Consorcio Pacific will have the right to decline
       purchase of the Turbines;

   (f) The Debtors will maintain and store the Turbines until the
       applicable Closing;

   (g) Consorcio Pacific will have the sole responsibility of
       procuring any missing items if the missing item costs less
       than $10,000.  If the missing item costs more than
       $10,000, the Debtors will have to procure that missing
       item;

   (h) If the Debtors enter into an alternative transaction with
       another bidder other than Consorcio Pacific, Consorcio
       Pacific will receive a $880,000 Break-Up Fee.  The payment
       of the Break-Up Fee will constitute an allowed
       administrative expense of the Debtors' estate, and will be
       paid from the deposit or other proceeds of the Alternative
       Transaction.

A full-text copy of the Consorsio Pacific PSA is available for
free at http://ResearchArchives.com/t/s?13d8

The Debtors believe that the proposed sale of the Turbines to
Consorcio Pacific, subject to a market test through the Auction,
will serve to maximize the value received for the Turbines.  The
Buyer will be determined through an auction governed by uniform
bidding procedures.

To be deemed a "Qualifying Bidder," each potential bidder must
deliver to Calpine Corporation, with copies to the Creditors
Committee, the Second Lien Debtholders Committee and the Official
Committee of Equity Security Holders, a written offer not later
than 3:00 p.m., on Nov. 10, 2006.

The written offer, among other things, must state the Bidder's
offer to purchase the GE Turbine and must state that the Bidder
is financially capable of consummating the transactions
contemplated by modified definitive documents.

Interested bidders must submit initial overbids of at least
$400,000 in excess of the purchase price and the Break-Up Fee.

The Auction requires that the four Siemens Turbines be sold as
one lot.  Thus, individual competing bidders will not have the
opportunity to submit bids for less than all four Turbines.

If the Debtors receive one or more Qualifying Bids, an Auction
will be held on Nov. 14, 2006, at the offices of Kirkland &
Ellis, LLP, located at the Citigroup Center, 153 East 53rd
Street, in New York.  Subsequent overbid amounts at the Auction
must be in increments of at least $100,000.

If no Qualifying Bid is received, a sale hearing to consider the
sale of the Siemens Turbines to Consorcio Pacific will take place
on Nov. 15, 2006.

The Back-up Bidder is required to keep its bid open and
irrevocable until December 20, 2006, or until the closing of the
sale transaction to the Prevailing Bidder unless there is a
Material Loss of the Turbines.

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

The Company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CALPINE CORP: Can Assume Channel Energy Lease Agreements
--------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York authorized Calpine Corp. and its
debtor-affiliates to assume lease agreements between Channel
Energy Center LP and Lyondell-Citgo Refining, L.P.  The Court
further ruled that the parties set cure amounts for the
agreements.

Debtor Channel Energy, operates and maintains a 531-megawatt
gas-fired combined cycle cogeneration power plant located near
Houston, Texas.  In January 2000, Channel Energy entered into a
Development and Construction Agreement with Lyondell-Citgo,
whereby Channel Energy agreed to construct, own and operate the
Channel Facility on LCR's refinery in Houston.

Simultaneously, the Debtors and Channel Energy entered into a
series of other agreements, whereby:

   -- Channel Energy would lease the real property on which the
      Channel Facility is located pursuant to a ground lease, and
      operate the Facility to supply electricity, steam,
      clarified water, and treated water to LCR; and

   -- LCR would supply raw water, refinery gas, and certain
      facility services to the Channel Facility.

The parties also entered into an Operating Lease, whereby Channel
Energy lease certain equipment to LCR for LCR's use for its
industrial operations.

The Channel Agreements are summarized as:

                                                       Date of
   Counterparty     Agreement Description              Agreement
   ------------     ---------------------              ---------
   Lyondell-Citgo   Amended & Restated Ground Lease    03/30/01
   Refining L.P.    and Easement Agreement

   Lyondell-Citgo   Operating Lease Agreement          01/25/00
   Refining L.P.

   Lyondell-Citgo   Development Construction,          01/25/00
   Refining L.P.    Operation & Maintenance Agreement

   Lyondell-Citgo   Facility Services Agreement        01/25/00
   Refining L.P.

   Lyondell-Citgo   Energy Services Agreement          01/25/00
   Refining L.P.

In June 2006, the Debtors sought the Court's permission to assume
the Ground Lease and the Operating Lease Agreement, Bennett L.
Spiegel, Esq., at Kirkland & Ellis LLP, in New York, recounts.

LCR argued that all of the Channel Agreements must be assumed
concurrently with the Channel Leases.  The parties subsequently
agreed to extend the time by which the Debtors may assume or
reject the Channel Leases to Oct. 16, 2006.

After having had the opportunity to evaluate the Channel Leases
as well as the significance of the Channel Facility to their
business operations, the Debtors have determined that each of the
Channel Agreements are critical to the operation of the Channel
Facility, and accordingly, their ongoing reorganization, Mr.
Spiegel informs the Court.

Mr. Spiegel assures the Court that the Debtors have adequate
financial capacity to service the obligations under the Channel
Agreements.  The Debtors have access to a $2,000,000,000 DIP
credit facility and the present value of cash flows to equity
from the project is estimated to range between $127,000,000 to
$302,000,000 on a pre-tax basis, Mr. Spiegel elaborates.  Through
the year 2016, the project is estimated to produce more than
$224,000,000 in positive cash flow on a pre-tax basis.  Also,
through the year 2016, the pre-tax cash flow after covering the
aggregate annual obligations under the Channel Agreements is
forecasted to be at least $15,000,000 per year, Mr. Spiegel adds.

The Debtors have evaluated the amounts necessary to cure each of
the Channel Agreements, Mr. Spiegel notes.  The Debtors assert
that there are no known defaults under the Channel Agreements as
of Sept. 29, 2006, and thus, the aggregate Cure Amount is zero.

"The obligations under Channel Agreements, including the Cure
Amounts, are nominal compared to the value that the Debtors
derive from the operation of the Channel Facility," Mr. Spiegel
emphasizes.  "The Debtors expect that they will not require any
funds under the DIP financing facility to meet those obligations
going forward."

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

The Company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CAPITAL TRUST: Moody's Cuts Sub. Series 2003 C Bonds Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service downgraded the rating on Capital Trust
Agency's Multifamily Housing Revenue Bonds (American Opportunities
for Housing -- Golf Villas, Rivermill and Village Square
Apartments) Senior Series 2003A and Senior Series 2003B Taxable
Bonds to Ba1 from Baa2, and the rating on the Subordinate Series
2003 Series C Bonds to Ba2 from Ba1.  The bonds have been issued
through the Capital Trust Agency, Florida.  This rating action
affects $15.0 million of Senior Bonds and $985,000 of Subordinate
Bonds outstanding.

The outlook has been changed to stable from negative.

The downgrade is based on revenue volatility and lower than
expected debt service coverage.

Along with this transaction, the issuer also issued Junior
Subordinated Series 2003D bonds which are not rated by Moody's.

Legal security.  The bonds are secured by the revenues and
mortgages from three cross-collateralized properties - Golf
Villas, Rivermill and Village Square Apartments, as well as funds
and investments pledged to the trustee pursuant to the indenture
as security for the bonds.  The Series A and B bonds have a first
lien on all program funds and are paid first in the monthly flow
of funds.  The Subordinate Series C bonds are to be paid before
the Junior Subordinate Series D bonds.

A payment default on the Series C Subordinate and Series D Junior
Subordinate bonds can only trigger a default if the Series A and B
bonds are retired first.  Excess funds can only be released
annually from the indenture if a 1.40 times debt service coverage
ratio is met for the Series A and B Senior bonds, 1.30 times for
the Series C Subordinate bonds and 1.10 for the Series D Junior
Subordinate bonds.  The debt service reserve fund is set at
maximum annual debt service for the Series A and B bonds to
provide ample coverage in the event of liquidity difficulties.

Interest rate derivatives: None

Strengths.

   -- Ability of the projects to maintain adequate debt service
      coverage without tapping debt service reserves between
      2004 and 2006 coverage despite significant damage to the
      Golf Villas property caused by Hurricane Ivan in 2004 and
      Hurricane Dennis in 2005.

   -- Physical occupancy of 96% for both the Golf Villas and
      Village Square properties as of the month of September
      2006.

Challenges.

   -- Debt service coverage has been volatile and remains below
      the coverage projected at bond closing of 1.40 for Senior
      debt and 1.30 for Subordinate C debt.  The coverage as of
      the December 31, 2005 audit was 1.08 and 1.00 for Senior
      and Subordinate debt.  While a review of unaudited
      operating statements for a rolling 12 months ending August
      2006 shows improvement to 1.28 and 1.19 for Senior and
      Subordinate debt, this still is below the unaudited
      coverage of 1.31 and 1.22 demonstrated in July of 2005.

   -- The Rivermill property continues to demonstrate uneven
      performance, with economic occupancy at 89% for the rolling
      12 months ending August 2006, 92% for the rolling 12 months
      as of July 2005 and 87% as of August 2004.

The outlook on the bonds is stable, reflecting the improved
occupancy rates Golf Village property in the last 12 months and
the relatively stable performance of the other two properties.
Moody's believes that the cross-collateralized nature of the three
properties will allow the overall deal to maintain adequate debt
service coverage levels even if individual properties demonstrate
uneven performance over time.

What could change the rating - up

   * Sustained, improved physical and economic occupancy rates
     and debt service coverage levels over time.

What could change the rating - down

   * A substantial decrease in occupancy rates and/or debt
     service coverage levels.


CELLNET TECHNOLOGY: Moody's Assigns Loss-Given-Default Rating
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed its B2 Corporate Family Rating for Cellnet Technology,
Incorporated, as well as revise its rating on the company's
$100 million Senior Secured 2nd Lien Term Loan due 2013 to Caa1
from B3.  The loans were assigned an LGD5 rating suggesting
creditors will experience an 88% loss in the event of default.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $30 Million
   Sr. Sec.
   Revolver due 2010      B2       B1      LGD3        36%

   $250 Million
   Sr. Sec.
   Term Loan B
   due 2012               B2       B1      LGD3        36%

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 Alpharetta, Georgia, Cellnet Technology -
http://www.cellnet.com- provides fixed data communication
networks to the electric, gas, and water utility industries.


CENTURY CENTRE: Case Summary & 33 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Century Centre L.P.
        1200 Lovell Place
        Erie, PA 16503

Bankruptcy Case No.: 06-11342

Debtor-affiliate filing separate chapter 11 petition:

      Entity                           Case No.
      ------                           --------
      Stephen B. McGarvey LLC          06-11343

Type of Business: The Debtors' affiliate, Lovell Place L.P., filed
                  for chapter 11 protection on October 15, 2005
                  (Bankr. W.D. Pa. Case No. 05-15114).

Chapter 11 Petition Date: October 20, 2006

Court: Western District of Pennsylvania (Erie)

Debtor's Counsel: Guy C. Fustine, Esq.
                  Knox McLaughlin Gornall & Sennett, P.C.
                  120 West Tenth Street
                  Erie, PA 16501
                  Tel: (814) 459-2800
                  Fax: (814) 453-4530

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. Century Centre, L.P.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ciminelli Real Estate Corp.      Asset Management      $120,979
Centerpointe Corp.               Fee
Park 350 Essjay Road
Williamsville, NY 14221

URS Corp.                        Tenant                 $89,354
640 Ellicott Street
Buffalo, NY 14203

Apollo Housing Capital           Asset Management       $65,106
600 Superior Avenue              Fee
Cleveland, OH 44114

Contract Specialist Int.         Vendor                 $37,357
Statler Tower, Suite 1380
Buffalo, NY 14202

Hausser & Taylor                 Accounting Fees        $36,400
P.O. Box 71062
Cleveland, OH 44191

J.R. Militello                   Real Estate            $24,226
                                 Commissions

MLP Plumbing & Mechanical, Inc.  Vendor                 $17,612

Kahn KLeinman Yanowitz           Legal Fees             $17,544

American Express Tax             Vendor                 $14,330

Wackenhut Corp.                  Vendor                 $11,842

A.M. Carpet Services Inc.        Vendor                  $8,004

Bates Landscaping and            Vendor                  $7,703
Maintenance

H & M Plumbing & Mechanic        Vendor                  $6,225

Brady Electric                   Vendor                  $5,934

DC SnowPlowing                   Vendor                  $5,824

Mike Wexler & Associates         Vendor                  $5,079

United Services Ltd.             Vendor                  $3,880

Millington Lockwood, Inc.        Vendor                  $2,695

Trautman Associates              Vendor                  $2,075

Elevator Maintenance of Buffalo  Vendor                  $2,041

B. Stephen B. McGarvey LLC's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sahlem's Roofing & Siding        Vendor                 $36,942
3920 Taylor Road
Orchard Park, NY 14127

Colucci & Gallaher, P.C.         Legal Fees             $24,323
2000 Liberty Building
424 Main Street
Buffalo, NY 14202

NYSERDA                          Vendor                  $4,960
17 Columbia Circle
Albany, NY 12203

R.L. Sonnenberger                Vendor                  $4,500
60 Niagara Street
Buffalo, NY 14202

Ciminelli Real Estate Corp.      Asset Management        $4,487
Center Point Corp.               Fee
Park 350 Essjay Road
Williamsville, NY 14221

United Services Ltd.             Vendor                  $3,920

Crowner King Architects          Professional Fees       $3,881

Bates Landscaping and            Vendor                  $2,554
Maintenance

Hill, Barth & King LLC           Accounting              $1,171

Ferguson Electric Service        Vendor                    $677

Bijou Caf,                       Vendor                    $434

Tri-R Cooling & Heating          Vendor                    $389

G & R Tent Rental                Vendor                    $229


CINCINNATI BELL: Moody's Lifts Speculative Grade Liquidity Rating
-----------------------------------------------------------------
Moody's upgraded the speculative grade liquidity rating of
Cincinnati Bell Inc. to SGL-1 from SGL-2 reflecting improved
prospects of cash accumulation and stable cash flow from
operations.  The SGL-1 rating reflects the company's very good
liquidity, which Moody's believes is sufficient to fund the
company's obligations in the coming twelve months, primarily
relying on its free cash flow and cash-on-hand.

At 2Q 2006, CBB had cash and cash-equivalents of $27 million,
which Moody's expects to grow to $115 million by the end of 2Q
2007.  Moody's expects CBB to generate cash flow from operations
of about $330 million over the next four quarters, as the
company's operating profits are expected to remain stable in its
core wireline and wireless segments.  Excluding special projects,
the company expects to spend about 12% of its revenues in capital
expenditures, which will lead to a run-rate free cash flow
generation of about $30-$40 million per quarter.

Moody's also notes that the company will spend an additional $30
million during 3Q 2006 as a result of its successful bids in the
recent FCC wireless spectrum auctions.  The company may also
undertake capital spending in its other businesses, but Moody's
does not expect these projects to materially alter its liquidity
profile.

In 1Q 2006, CBB concluded purchasing the remaining 19.9% interest
in the company's joint venture with Cingular Wireless for $83
million in cash, which was partly funded by drawing down on the
company's revolver.  Since that time, the company has been
repaying the revolver balances, such that $12 million was still
outstanding under the revolver as of 2Q 2006.

At June 30, 2006, CBB had access to $231 million of the $250
million revolving credit facility.  Given CBB's free cash flow
generation, Moody's expects the company to repay the rest of the
revolver outstandings by the end of 2006, and not tap the
revolving credit facility in the normal course of its operations.

The company does not have any significant debt maturities or debt
amortization during 2007.  CBB's credit facility is governed by
the financial covenants which include consolidated total leverage,
consolidated senior leverage, consolidated interest coverage and
consolidated fixed charge ratios.  Moody's believes the company
will have ample cushion in its operating performance to meet these
covenants over the coming twelve months.

Moody's also notes CBB's pension obligations had a deficiency of
$60 million as of Dec. 31, 2006.   The rating agency expects the
company to reduce the deficiency over the next two to three years
in anticipation of the recently enacted federal pension
regulations becoming effective, although this is not expected to
have an impact on the company's immediate liquidity.

CBB has few monetizable assets that are not integral to its
network.

Cincinnati Bell Inc. headquartered in Cincinnati, Ohio, has a
corporate family rating of Ba3 with a stable outlook and is a
fully integrated telephone company with operations in Ohio,
Kentucky, and Indiana.  Revenues for the trailing twelve months
ending 2Q 2006 were $1.2 billion.


CIMATEC ENVIRONMENTAL: To Restate Annual and Quarterly Financials
----------------------------------------------------------------
Cimatec Environmental Engineering Inc. will restate and refile its
consolidated financial statements for the year ended Dec. 31,
2005, as well as its interim financial statements for the first
and second fiscal quarters of 2006.

The financial results will be restated primarily to correct the
calculations relating to stock option expenses and for accounting
for warrants issued by Cimatec in 2005.  It is anticipated that
there will be a material increase in the amount of stock option
expenses, but the exact amount has yet to be determined.

The restatements will not affect Cimatec's cash position.

The restatement adjustments were identified primarily through
discussions with the Ontario Securities Commission.  Subject
principally to the audit of these adjustments to Cimatec's
consolidated financial statements by its auditors, Cimatec
currently expects revisions to its previously reported 2005
financial results to negatively impact on net earnings/loss by
approximately $300,000.  The previously filed 2005 consolidated
financial statements of Cimatec and the auditors' report thereon
should not be relied upon, nor should the previously filed 2006
three and six month financial statements.  Cimatec will also
revise and refile its Management Discussion and Analyses relating
to the periods.

                   About Cimatec Environmental

Cimatec Environmental Engineering Inc. (TSX VENTURE:CEG)
researches, develops and manufactures advanced electronic air
filtration technology for the residential and commercial Indoor
Air Quality marketplace in North America.

                          *     *     *

At June 30, 2006, the Company's balance sheet showed a
stockholders' deficit of $1,544,937, compared to a deficit of
$1,266,615 at Dec. 31, 2005.


CLIENTLOGIC CORP: Inks $450 Million Merger Deal with SITEL
----------------------------------------------------------
ClientLogic and SITEL have entered into a definitive merger
agreement.  Under the terms of the agreement, a newly formed
subsidiary of ClientLogic will merge with SITEL and pay $4.05 per
share in cash for all of the outstanding common stock of SITEL.

The Board of Directors of each company has unanimously approved
the transaction.  The transaction is expected to be completed in
the first quarter of 2007 and is subject to customary closing
conditions, including approval of SITEL's shareholders and
regulatory clearances.

SITEL's Board of Directors has recommended to SITEL's shareholders
that they vote in favor of the transaction.  Approximately 19.9%
of the outstanding common stock of SITEL is subject to voting
agreements which require such shares to be voted in favor of the
merger.

SITEL has agreed to pay a termination fee to ClientLogic should
the transaction not close due to certain circumstances.
ClientLogic will fund the transaction with the proceeds of a
committed loan facility.

The transaction values SITEL at approximately $450 million.
Commenting on the pending transaction, Jim Lynch, Chairman and CEO
of SITEL Corporation, said, "Our board and our financial advisor
Citigroup reviewed numerous opportunities while searching for
strategic alternatives that would create the greatest value for
our shareholders.  Based on this review, it was clear to SITEL's
board that the offer from ClientLogic represents the best
alternative to create significant shareholder value."  The $4.05
to be paid in cash in the merger for each SITEL share represents a
33% premium to the volume-weighted average SITEL share price for
the 30-trading day period ending October 11.

The combined entity will continue to be named ClientLogic
Corporation, and will have approximately 65,000 employees across
28 countries.  Dave Garner will be Chief Executive Officer of the
combined entity.

"Growing market demand for bigger, more complex customer-care BPO
solutions requires larger service providers with increased
geographic presence, capacity and service capabilities", said Dave
Garner, President and CEO of ClientLogic.  "Our mission will be to
deliver the BPO industry's highest-quality services, while
providing our clients with the strategic insight, scale and
diversity of offerings to guarantee success."

The combination of ClientLogic and SITEL will create a company
with revenue of over $1.7 billion, and one of the most diverse
client bases, service offerings, and geographic footprint in the
industry.  The combined entity will offer clients world-class
options for onshore, nearshore and offshore customer care
solutions, in over 145 facilities throughout the Americas, EMEA
and Asia Pacific.

Citigroup Global Capital Markets is acting as financial advisor to
SITEL and has provided a fairness opinion in connection with the
transaction.  Davis Polk & Wardwell and Faegre & Benson are acting
as legal counsel to SITEL in connection with the transaction.
Goldman, Sachs & Co. is acting as financial advisor to
ClientLogic. Mayer, Brown, Rowe & Maw LLP and Oppenheimer Wolff &
Donnelly LLP are acting as legal counsel to ClientLogic in
connection with the transaction.

                       About SITEL Corp.

SITEL Corp. -- http://www.sitel.com/-- provides outsourced
customer support services.  SITEL designs and improves customer
contact models across its clients' customer acquisition,
retention, and development cycles.  SITEL has over 42,000
employees in 101 global contact centers located in 26 countries.

                      About ClientLogic

ClientLogic Corp. -- http://www.clientlogic.com/-- is a business
process outsourcing provider in the customer care and back office
processing industries.  ClientLogic's footprint spans 49
facilities in 13 countries throughout North America, Europe,
Africa, Central America and Asia.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Standard & Poor's Rating Services placed its 'B' corporate credit
rating on Nashville, Tennessee-based ClientLogic Corp. on
CreditWatch with positive implications.


COLLINS & AIKMAN: Halts Plastinc Parts Shipments to Ford
--------------------------------------------------------
Collins & Aikman Corp., an auto parts supplier operating under
bankruptcy court protection, stopped shipping carpet, instrument
panels and other plastic parts to Ford Motor Co.'s plant in
Hermosillo, Mexico, when the two firms got into a pricing dispute,
the Associated Press reports.

According to AP, Ford Motor was forced to shut down for one shift
assembly lines that create Ford Fusion, Mercury Milan and Lincoln
MKZ midsize cars.

Paul Wood, Ford Motor's spokesperson, told AP that the company had
to close down work on a shift that started at 11 p.m. on Friday
last week and ended at 6 a.m. on Saturday.  Parts shipments
resumed for the next shift, and production was resumed after Ford
Motor gave Collins & Aikman the price increase it demanded.

The shutdown occurred though Ford Motor had reached agreement with
Collins & Aikman on about 90% of the disagreement, including the
price raise, AP says, citing Mr. Wood.

A spokesperson of Ford Motor told AP that the stoppage of the
deliveries irreparably harmed the company's relationship with
Collins & Aikman.

The halt in the deliveries was an "unprecedented conduct" for a
supplier, AP says, citing Ford Motor.

AP underscores that the delivery stoppage emphasizes the tension
between parts manufacturers and automakers as the Big Three
continue to press suppliers for cost reductions in the face of
intense competition from Asian car firms.

The report says that the stoppage of the deliveries also cost Ford
Motor some 400 vehicles.

Ford Motor, however, told AP that it will be able to make up the
400 vehicles at the Hermosillo plant.

Paul Macher -- the chief executive officer of Collins & Aikman --
and Mary Ann Wright, the firm's vice president of engineering and
design, are former Ford Motor executives.

Mr. Macher and Ms. Wright should know the impact of the decision
to cease shipments to Ford Motor, AP says, citing Mr. Wood.

Mr. Wood told AP, "Given their decades of auto industry experience
and their decades of experience at Ford, they know full well what
happens to a relationship when a supplier disrupts a customer's
production or even threatens to do so."

Collins & Aikman hopes to continue supplying parts for Ford Motor,
AP notes, citing David Youngman, the spokesperson of Collins &
Aikman.

Mr. Youngman told AP, "We value our long-standing relationship
with Ford and look forward to building upon our relationship in
the future, once this issue is behind us."

Mr. Youngman said that losing Ford Motor's business amounts to
about 25% of Collins & Aikman's production, AP states.

                      About Ford Motor

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

                   About Collins & Aikman

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 $2,856,600,000 in total debts.


COMPLETE PRODUCTION: Completes Eight Company Buyout Totaling $75MM
------------------------------------------------------------------
Complete Production Services Inc. completed eight acquisitions
since Aug. 15, 2006, to further strengthen its position as one of
North America's leading oilfield service providers.  The acquired
companies provide services that are integral to the completion of
wells and production of hydrocarbons and include well servicing,
fluid handling, artificial lift systems and fishing and rental
services in key basins of North America.

The combined purchase price of the eight companies was about
$75 million, which consisted of cash and approximately 38,000
shares of Complete common stock.  The combined trailing 12-month
estimated revenue and EBITDA of the acquired businesses was
approximately $60 million and $20 million respectively.  These
transactions bring the aggregate investment in acquisitions since
the company's Initial Public Offering in April to more than $200
million.

The transactions included:

   -- A provider of fishing and rental services in eastern
      Oklahoma and western Arkansas which will add to Complete's
      Fayetteville Shale operations;

   -- A manufacturer of artificial lift systems that are
      complementary to the proprietary Pacemaker PlungerT
      currently offered by Complete;

   -- Two completion fluids providers in the Denver-Julesburg
      Basin in Colorado that fit well with our Rocky Mountain
      Completion and Production Services Division;

   -- An operation in the Forth Worth Basin of North Texas that
      drills wells to source water used for hydraulic fractures
      in the Barnett Shale.  This business will strengthen
      Complete's current water well-drilling business in the
      Barnett Shale area;

   -- A provider of well servicing and fluid handling services in
      southeast Texas that provides Complete with a new growth
      platform in an area adjacent to current operations;

   -- A provider of logistics services in the Great Green River
      Basin in Wyoming that is highly complementary to Complete's
      existing businesses in the area;

   -- A fluid handling and related services business in south
      central Oklahoma that strengthens the company's operations
      in the area.

"These transactions continue our strategy of growing our
presence in key North American basins via both organic growth and
acquisition of quality companies that provide additional organic
growth opportunities," said Joe Winkler, chief executive officer
of Complete.  "We are excited to have these operations as part of
the team at Complete."

Additionally, Complete amended its existing Senior Secured
Credit Agreement and increased its revolving credit facility
to $340 million from $200 million.  The increase in the facility
will be used for general corporate purposes.

Complete Production Services, Inc. provides completion, production
and drilling services and products to the oil and gas industry in
many of the most active basins throughout North America.

                         *    *     *

As reported on the Troubled Company Reporter, Oct. 6, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on oilfield service provider Complete Production Services
to 'B+' from 'B'.  The outlook is stable.


CONTINENTAL AIRLINES: Earns $237 Million in Quarter Ended Sept. 30
------------------------------------------------------------------
Continental Airlines reported third quarter 2006 net income of
$237 million, which includes a $92 million gain on the sale of a
portion of the its investment in Copa Airlines.

Excluding net special charges of $1 million and the $92 million
Copa gain, the Company's net income was $146 million.

Operating income for the third quarter was $192 million, an
$83 million improvement over the same period of 2005.  Results for
the third quarter of 2006 also include a $42 million accrual for
employee profit sharing, bringing the cumulative accrued profit
sharing pool to over $100 million.

The Company also reported that passenger revenue for the quarter
increased 17.1% or $471 million over the same period in 2005, to
$3.2 billion, with double digit percentage growth in each mainline
geographic region and in regional jet operations.  Consolidated
revenue per available seat mile for the quarter increased 7.4%
year-over-year.

Mainline fuel costs for the quarter increased $174 million over
the third quarter of 2005, primarily due to a 17.8% increase in
fuel prices compared to the same period last year.

The Company ended the third quarter with approximately
$2.5 billion in unrestricted cash and short-term investments.

During the third quarter, the Company recorded net special charges
of $1 million consisting of an $8 million settlement charge
related to lump-sum payments to retiring pilots and a $7 million
reduction of previous charges related to permanently grounded MD-
80 aircraft.

                    Fuel Efficiency Program

The Company disclosed that it has signed an agreement to acquire
winglets for 37 of its 737-500 and 11 of its long-range 737-300
aircraft, with installation beginning in 2007.  The company has
already completed the installation of winglets on its entire fleet
of 737-700s and -800s and plans to finish the installation of
winglets on its entire 757-200 fleet in the fourth quarter of
2006.  When the installations are complete, the Company will
operate 230 narrowbody aircraft outfitted with winglets.  Winglets
lower drag and improve aerodynamic efficiency, which can reduce
fuel consumption by up to 5%.

The Company has disclosed that it converted 12 existing orders for
Boeing 737 Next Generation aircraft into orders for 12 new Boeing
737-900ERs, expected to be delivered in 2008.

                         Pension Plans

During the quarter the Company contributed $79 million to its
pension plans and an additional $70 million to the plans in
October.  The contributions bring its 2006 pension contributions
to $246 million.  Since the beginning of 2002, the Company has
contributed more than $1.1 billion to its pension plans.

                Credit Facility and New Contract

The Company also disclosed that it has amended its $350 million
loan facility, secured by substantially all of its Pacific
operations, which lowered the interest rate and is expected to
save the Company approximately $6 million annually.

The Company further disclosed that it was awarded a $258 million,
five-year mail contract with the U.S. Postal Service effective
Sept. 30, 2006.  The contract includes Priority, First Class and
Express mail products within the U.S. and Puerto Rico.

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/
-- is an 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.


CORUS GROUP: Board of Directors Okays Tata Steel's Takeover Bid
---------------------------------------------------------------
The boards of Tata Steel and Corus agreed on the terms of the
recommended acquisition of the entire issued and to be issued
share capital of Corus at a price of 455 pence in cash for each
Corus Share, valuing Corus at GBP4.3 billion.

Tata Steel is India's largest private sector steel company with
2005/06 revenues of $5 billion and crude steel production of
5.3 million tons across India and South-East Asia.  It is a
vertically integrated manufacturer and is one of the world's most
profitable and value creating steel companies.  Tata Sons, Tata
Steel and other Tata companies had combined revenues in 2005/06 of
approximately $22 billion.  Tata Sons' current investments are
valued at approximately $50 billion.

Corus is Europe's's second largest steel producer with revenues in
2005 of GBP9.2 billion and crude steel production of
18.2 million tons, primarily in the U.K. and the Netherlands.

The combination is strategically compelling, creating a vertically
integrated global steel group:

   -- fifth largest global steel producer with pro forma crude
      steel production of 23.5 million tons in 2005;

   -- high quality, low cost, attractive growth platform in Asia
      combined with a leading European steel player;

   -- high value-added product mix and strong market positions
      in automotive, construction and packaging;

   -- a more resilient business model and a strong platform for
      further growth;

   -- a strong and committed combined management team; and

   -- a common business culture and shared values.

The price of 455 pence per Corus Share represents:

   -- on an enterprise value basis, a multiple of approximately
      7.9 times underlying EBITDA from continuing operations for
      the twelve months to July 1, 2006, (excluding, inter alia,
      the non-recurring pension credit of GBP96 million) and a
      multiple of approximately 5.4 times underlying EBITDA from
      continuing operations for the year ended Dec. 31, 2005;
      and

   -- a premium of approximately 26.2% to the average closing
      mid-market price of 360.5 pence per Corus Share for the
      twelve months ended Oct. 4, 2006, being the last business
      day prior to the announcement by Tata Steel that it was
      evaluating various opportunities including Corus.

Tata Steel has held constructive and satisfactory discussions with
Corus' two main U.K. pension schemes and has offered:

   -- to fund upfront the IAS 19 deficit on the Corus
      Engineering Steels Pension Scheme by paying GBP126 million
      into the scheme; and

   -- to increase the contribution rate on the British Steel
      Pension Scheme from 10% to 12%. until March 31, 2009.

The Acquisition will be made by Tata Steel U.K., a wholly-owned
indirect subsidiary of Tata Steel, and will be implemented by way
of a scheme of arrangement under section 425 of the Companies Act
1985.

The Corus Directors, who have been so advised by Credit Suisse (as
lead financial adviser), JPMorgan Cazenove and HSBC (as
independent financial adviser for the purposes of Rule 3 of the
City Code), consider the terms of the Acquisition to be fair and
reasonable, so far as Corus Shareholders are concerned.

Accordingly, the Corus Directors intend to unanimously recommend
that Corus Shareholders vote in favor of the Scheme as they have
undertaken to do in respect of their own beneficial holdings of
Corus Shares, representing approximately 0.1%. of the existing
share capital of Corus.  In providing their advice, Credit Suisse,
JPMorgan Cazenove and HSBC have taken into account the commercial
assessments of the Corus Directors.

"This proposed acquisition represents a defining moment for Tata
Steel and is entirely consistent with our strategy of growth
through international expansion," Ratan Tata, Chairman of Tata
Steel, said.  "Corus and Tata Steel are companies with long, proud
histories.  We have compatible cultures of commitment to
stakeholders and complementary strengths in technology,
efficiency, product mix and geographical spread.  Together we will
be even better equipped to remain at the leading edge of the fast
changing steel industry."

"This offer from Tata Steel reflects the substantial value created
for Corus shareholders since the placing and open offer and launch
of our "Restoring Success" program in 2003," Jim Leng, Chairman of
Corus, said.

"In the middle of last year, my board agreed a strategic way
forward for Corus to seek access to low cost production and high
growth markets.  Consistent with this, the Company held talks with
a number of parties from Brazil, Russia and India.  This
transaction represents the culmination of these talks.

"This combination with Tata, for Corus shareholders and employees
alike, represents the right partner at the right time at the right
price and on the right terms.  This creates a well balanced
company, strategically well placed to compete in an increasingly
competitive global environment."

A full-text copy of Corus Group-Tata Steel joint statement on the
agreed takeover is available free-of-charge at:

               http://researcharchives.com/t/s?13c4

                        About Tata Steel

Headquartered in Mumbai, India, Tata Steel --
http://www.tatasteel.com/ -- is Asia's first and India's largest
private sector steel company.  Tata Steel is among the lowest cost
producers of steel in the world and one of the few select steel
companies in the world that is EVA+ (Economic Value Added).  It is
a small steel producer by global standards, but has the backing of
the giant Tata Group, one of India's largest companies with
interests as diverse as carmaking, communications, tea and oil.

                     About Corus Group

Corus Group plc, fka British Steel, was formed when the UK
privatized its major steelworks in 1988.  It then changed its name
to Corus Group after acquiring most of Dutch rival Koninklijke
Hoogovens.  Corus makes coated and uncoated strip products,
sections and plates, wire rod, engineering steels, and semi-
finished carbon steel products.  It also manufactures primary
aluminum products. Customers include companies in the automotive,
construction, engineering, and household-product manufacturing
industries.

                          *     *     *

In May 2006, Moody's Investors Service upgraded Corus Group plc's
corporate family rating to Ba2.  Moody's also upgraded its ratings
on the company's senior unsecured and supported unsecured
obligations to B1 and senior secured bank facility to Ba1.

In March 2006, Standard & Poor's Ratings Services placed its 'BB-'
long-term corporate credit rating for Corus Group on CreditWatch.

At the same time, Fitch Ratings changed Corus Group's outlook
to Positive from Stable and affirmed its Issuer Default Rating at
BB- following the company's announcement of its 2005 results and
plan to dispose its aluminum business for EUR826 million.


COUDERT BROTHERS: Gets Okay to Hire Klestadt & Winters as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed Coudert Brothers LLP to employ Klestadt & Winters LLP, as
its bankruptcy counsel, nunc pro tunc to Sept. 22, 2006.

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Klestadt & Winters will:

    (a) perform all appropriate services as the Debtor's counsel,
        including, without limitation, advising and representing
        the Debtor, and preparing all necessary documents on
        behalf of the Debtor;

    (b) take all necessary actions to protect and preserve the
        Debtor's estate during the chapter 11 case, including the
        prosecution of actions by the Debtor, the defense of any
        actions commenced against the Debtor in the context of the
        chapter 11 case, negotiations concerning all litigation in
        which the Debtor is involved, and objecting to claims
        filed against the estate;

    (c) prepare on behalf of the Debtor, as debtor-in-possession,
        all necessary motions, applications, answers, orders,
        reports, and papers in connection with the administration
        of its chapter 11 case;

    (d) provide counsel to the Debtor with regard to its rights
        and obligations as a debtor-in-possession; and

    (e) perform all other necessary legal services.

Tracy L. Klestadt, a partner at Klestadt & Winters, told the
Court that he will bill $475 per hour for this engagement.  Mr.
Klestadt disclosed that the firm's other professionals bill:

    Professional                 Designation     Hourly Rate
    ------------                 -----------     -----------
    Jon Yard Arnason, Esq.       Of Counsel          $450
    Donald E. Watnick, Esq.      Of counsel          $425
    Ian R. Winters, Esq.         Partner             $395
    John Jureller, Esq.          Partner             $375
    Sean Southard, Esq.          Partner             $325
    Stacy Bush, Esq.             Associate           $300
    Brendan Scott, Esq.          Associate           $225
    Sarah E. Megna, Esq.         Associate           $175
    Suzanne C. Furst, Esq.       Associate           $150

Mr. Klestadt further disclosed that paralegals of the firm bill
$125 per hour.

Mr. Klestadt assured the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
Debtor filed for Chapter 11 protection on Sept. 22, 2006 (Bankr.
S.D.N.Y. Case No. 06-12226).  In its schedules of assets and
debts, Coudert listed total assets of $29,968,033 and total debts
of $18,261,380.  The Debtor's exclusive period to file a chapter
11 plan expires on Jan. 20, 2007.


COUDERT BROTHERS: U.S. Trustee Picks Five-Member Creditors' Panel
-----------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appointed five
creditors to serve on an Official Committee of Unsecured Creditors
in Coudert Brothers LLP's chapter 11 case:

     1. De Lage Landen Financial Services, Inc.
        Attn: Lawrence Levin
        1111 Old Eagle School Road
        Wayne, PA 19087
        Phone: (610) 386-3458

     2. Statek Corporation
        Attn: Margaritha Werren, Director
        510 N. Main Street
        Orange, CA 92868
        Phone: (714) 639-7810

     3. Lyman Garden Apartments, LLC
        c/o Ronald Rus, Esq.
        Rus, Miliband & Smith, APC
        2600 Michelson Drive, Seventh Floor
        Irvine, CA 92612
        Phone: (949) 752-7100

     4. The San Francisco Cannery, LLC
        Attn: Christopher Martin
        2801 Leavenworth Street
        San Francisco, CA 94133
        Phone: (415) 781-8494

     5. DC-1627 Eve Street Limited Partnership
        Attn: Matthew H. Koritz, Esq.
        c/o Equity Office Properties Trust
        Two North Riverside Plaza, Suite 2100
        Chicago, IL 60606
        Phone: (312) 466-3445

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

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
Debtor filed for Chapter 11 protection on Sept. 22, 2006 (Bankr.
S.D.N.Y. Case No. 06-12226).  John E. Jureller, Jr., Esq., and
Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents
the Debtor in its restructuring efforts.  In its schedules of
assets and debts, Coudert listed total assets of $29,968,033 and
total debts of $18,261,380.  The Debtor's exclusive period to file
a chapter 11 plan expires on Jan. 20, 2007.


CUMMINS INC: Inks $126 Million Joint Venture Pact with Beiqi Foton
------------------------------------------------------------------
Cummins Inc. signed an agreement with Beiqi Foton Motor Company to
form an equally owned joint venture company, Beijing Foton Cummins
Engine Company Limited, to produce two types of the Company's
light-duty, high-performance diesel engines in Beijing.

The engines primarily will be used in light-duty commercial
trucks, pickup trucks, multipurpose and sport utility vehicles,
including certain types of marine, small construction equipment
and industrial applications.

The Company and Beiqi Foton will initially invest a combined
$126 million into BFCEC.

The joint venture plant will have an annual capacity of 400,000
units and will produce the Company's 2.8-liter and 3.8-liter clean
diesel engines, which will meet stringent on-highway and off-
highway emission standards worldwide, including Euro IV and above.
BFCEC is scheduled to begin production in 2008.

"This joint venture provides Cummins with the opportunity to enter
an exciting new market with the support of a well-respected
partner," Joe Loughrey, president and chief operating officer,
said.  "These new products represent the Company's latest efforts
to expand its presence in the important China market, where
Cummins has enjoyed considerable success over the years."

"Foton Motor is a strong player in China's commercial vehicle
industry, while Cummins is a global power leader," Wang Jinyu,
Beiqi Foton president, said.  "The cooperation between the two
powerhouses will bring us a win-win relationship."

BFCEC represents a further expansion of the Company's product line
in China, where it already is a foreign producer of heavy-duty and
mid-range diesel engines.

The Company says that it currently operates more than 20
facilities in China, including nine manufacturing sites and BFCEC
will be the 10th.

                        About Foton Motor

Headquartered in Beijing, China, Beiqi Foton Motor Co. Ltd.
-- http://www.foton.com.cn/-- produces commercial vehicles and a
maker of light-duty trucks in China.  Foton's product line
includes trucks with payload under 35 tons, light bus, SUV, pickup
truck, medium and large buses.  The Company has 28,000 employees.

                       About Cummins Inc.

Headquartered in Columbus, Indiana, Cummins Inc. (NYSE: CMI)
-- http://www.cummins.com/-- designs, manufactures, distributes
and services engines and related technologies, including fuel
systems, controls, air handling, filtration, emission solutions
and electrical power generation systems.  Cummins serves customers
in more than 160 countries through its network of 550 Company-
owned and independent distributor facilities and more than 5,000
dealer locations.

                         *     *     *

Cummins' Junior Convertible Subordinated Debentures carry Fitch's
'BB' rating with a stable outlook.

As reported in the Troubled Company Reporter on May 11, 2006,
Moody's Investors Service raised Cummins' convertible preferred
stock rating to Ba1 from Ba2 and withdrew the company's SGL-1
Speculative Grade Liquidity rating and its Ba1 Corporate Family
Rating.


DANA CORP: Inks Pact Resolving $1.7 Mil. Pension Payment to PBGC
----------------------------------------------------------------
Dana Corporation and some of its debtor-affiliates are parties to
collective bargaining agreements with unions representing certain
of their employees.  In connection with the CBAs and as part of
their benefit programs for certain non-union employees, the
Debtors maintain defined benefit pension plans and are required to
make periodic payments of premiums to the Pension Benefit Guaranty
Corporation.

The next premiums to be paid to the PBGC for the 2006 calendar
year, totaling $1,746,741, were due on Oct. 15, 2006.

The Debtors desire to make the October 15 Premium Payment, to the
extent not paid directly by the Pension Plans, and will seek
reimbursement for the October 15 Premium Payment from the Pension
Plan, as applicable.

The Official Committee of Unsecured Creditors asserts that some
or all of the October 15 Premium Payment is a prepetition
obligation.

Accordingly, in a stipulation approved by the U.S. Bankruptcy
Court for the Southern District of New York, the Debtors and the
Committee agree that:

   (a) the Debtors, with the Committee's consent, will make the
       October 15 Premium Payment, to the extent not paid
       directly by the Pension Plans, and will seek reimbursement
       of the October 15 Premium Payment from the Pension Plans,
       as applicable; and

   (b) neither the making of the October 15 Premium Payment, nor
       any party's consent, is construed as a waiver of any
       party's right to challenge the Debtors' ability to make
       any future premium payment.

                      About Dana Corporation

Toledo, Ohio-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: U.S. Trustee Says 2nd Motion on Burns' Fee is Defective
------------------------------------------------------------------
Dana Corporation and its debtor-affiliates previously asked the
U.S. Bankruptcy Court for the Southern District of New York to
reconsider and clarify certain provisions of its Order denying the
proposed compensation for Michael Burns, Dana's president and
chief executive officer, and five key executives of his core
management team.

The Debtors complained that the Order did not directly address the
supplement they filed on Sept. 4, 2006.

Diana G. Adams, acting United States Trustee for Region 2, argues
that the Debtors' Motion to Reconsider the Court's order denying
the proposed compensation for Michael Burns and five other Senior
Executives is procedurally and substantively defective.

"It does not seek reconsideration.  It seeks advisory opinions
from the Court," Greg M. Zipes, Esq., in New York, points out.

Mr. Zipes contends that because the Debtors do not like the
Court's conclusions, they now seek the Court's guidance on how to
frame a proposal that the Court will approve.  The Debtors cannot
use Rules 9023 and 9024 of the Federal Rules of Bankruptcy
Procedure to justify their request.  The proper procedure is for
the Debtors to restructure their proposal and file another motion
seeking approval of executive compensation, or seek that relief
in a plan of reorganization, Mr. Zipes asserts.

Mr. Zipes emphasizes that the "only proper ground on which a
party may move to re-argue an unambiguous order is that the court
overlooked 'matters or controlling decisions,' which, had they
been considered, might reasonably have altered the result reached
by the court."  However, the Reconsideration Motion is devoid of
controlling law overlooked by the Court, Mr. Zipes notes.  In
fact, there is no law at all cited to in the Reconsideration
Motion.

Rule 9024, on the other hand, should be applied only in
"extraordinary circumstances" and the Debtors make no attempt to
explain how the statute applies, Mr. Zipes says.  There was no
clerical mistake or any other reason to justify extraordinary
relief sought under the statute.

Accordingly, the U.S. Trustee asks the Court to deny the Debtors'
Reconsideration Motion.

                    Retirees Committee Supports

The Official Committee of Non-Union Retirees contends that the
Debtors' Motion is neither a motion for clarification nor for
reconsideration.  "It is just a plea for the Court to do an
about-face and change its mind or, if not, to tell the Debtors
how they can get what they want in a way that can pass muster
with the Court," Trent P. Cornell, Esq., at Stahl Cowen Crowley,
LLC, in Chicago, Illinois, asserts.

The Retiree Committee says that it is not blind to the importance
of a strong management team.  The timing and impact of the
initial KERP motion was, and is, however, incredibly
inappropriate and wholly unnecessary, Mr. Cornell argues.  The
Debtors' justification for the retention and severance plan has
largely been predicated on the notion that Mr. Burns and his key
executives will readily leave for greener pastures if they are
not granted extravagant bonuses beyond the already existing
salary and bonus structure they are eligible for as senior
management, Mr. Cornell says.

The Retiree Committee desires to see the Debtors emerge as a
strong and viable enterprise that will prosper in the future.
However, the Retiree Committee argues that ignoring controlling
laws in a dogged effort to disproportionately benefit a select
few people to the detriment of whole groups is not the way to
realize the goals Mr. Burns alluded to in a letter he sent to
approximately 28,000 retirees.  Mr. Burns stated in his letter
that "our ultimate goal is to restructure Dana's businesses,
operations, and costs in a way that will permit Dana to prosper
for decades to come."  Cooperation, fairness and undoubtedly,
some sacrifice will achieve those goals, the Retiree Committee
asserts.

Mr. Cornell points out that in their Reconsideration Motion, the
Debtors simply submitted a list of bullet points seeking a "how-
to" guide on permissible KERP drafting.  "It is not the Court's
burden to envision the myriad different compensation packages or
differing factual circumstances under which it would consider a
future proposed plan to be acceptable," Mr. Cornell maintains.
"It is the Debtors' obligation to explore those issues, work with
the varying constituencies to seek an accord and to bring the
specifics of any new proposed compensation plan to the Court's
attention to determine whether it meets the applicable legal
criteria."

Thus, the Retirees Committee asks the Court to deny the Debtors'
Reconsideration Motion.

                      About Dana Corporation

Toledo, Ohio-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)


DELPHI CORP: Court OKs Houlihan as Equity Panel Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized The Official Committee of Equity Security Holders
appointed in Delphi Corporation and its debtor-affiliates'
bankruptcy cases to retain Houlihan Lokey Howard & Zukin Capital,
Inc., as its financial advisor, nunc pro tunc to July 31, 2006.

Houlihan Lokey will:

   (a) assist the Equity Committee in analyzing matters relating
       to Delphi Corp.'s transformation of its workforce and
       the impact on Delphi on a pro forma basis including:

       (1) the Debtors' efforts to modify or reject collective
           bargaining agreements and retiree benefits under
           Sections 1113 and 1114 of the Bankruptcy Code;

       (2) the Debtors' attrition programs, including any future
           attrition or buydown programs; and

       (3) the resulting costs and claims of the labor
           transformation efforts and programs, including
           assistance in evaluating the company's financial
           models;

   (b) assist the Equity Committee in analyzing matters relating
       to the relationship and business arrangements between
       Delphi and General Motors Corporation; and

   (c) assist the Equity Committee in analyzing matters relating
       to Delphi's efforts to divest material property or
       business and the impact on Delphi on a pro forma basis,
       including the proposed transaction and cash flow impacts.

Houlihan Lokey will be paid a $175,000 monthly cash advisory fee
and reimbursement of expenses incurred in connection with its
employment.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--  
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DESERT POWER: Case Summary & 67 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Desert Power LP
             c/o CSC Services of Nevada, Inc.
             2603 Augusta Drive, #880
             Houston, TX 77057

Bankruptcy Case No.: 06-50777

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Desert Power LLC                           06-50778
      DP Leasing Co., L.L.C.                     06-50779
      Rowley Thermal Energy, L.L.C.              06-50780

Type of Business: The Debtor owns an electrical plant.

Chapter 11 Petition Date: October 23, 2006

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Kaaran E. Thomas, Esq.
                  Mcdonald Carano Wilson LLP
                  100 W. Liberty St., 10th Floor
                  Reno, NV 89505
                  Tel: (775) 788-2000

                         Estimated Assets    Estimated Debts
                         ----------------    ---------------
Desert Power LP          $1 Million to       $1 Million to
                         $100 Million        $100 Million
Desert Power LLC         $100,000 to         $1 Million to
                         $1 Million          $100 Million
DP Leasing Co., L.L.C.   $1 Million to       $1 Million to
                         $100 Million        $100 Million
Rowley Thermal Energy,   $0 to $50,000       $1 Million to
L.L.C.                                       $100 Million

A. Desert Power LP's 43 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
LaSalle Bank                            $28,750,000
Attn: Neil Binova
P.O. Box A3041
Chicago, IL 60690
Tel: (212) 251-3673

PCE Contractors, Inc.                    $5,115,111
Attn: Bob Rob
13544 Eads Road
Prairieville, LA 70769
Tel: (225) 677-9100

DQ Holdings, LLC                         $2,140,299
Attn: Charles M. Darling, IV
2603 Augusta Drive, Ste. 880
Houston, TX 77057
Tel: (713) 572-2244

Sega Inc.                                  $652,395
Attn: John Brown
P.O. Box 801107
Kansas City, MO 64180
Tel: (913) 681-2881

CeCo Building Systems                      $506,115
Attn: Accounting Department
P.O. Box 72
Mount Pleasant, IA 52641
Tel: (319) 385-8001

Layne Christensen Company                  $299,716
Attn: Accounting Department
1707 South 4490 West
Salt Lake City, UT 84104
Tel: (801) 972-3333

Sulzer Hickham, Inc.                       $297,543
Attn: Warren Holmes
11518 Old La Porte Road
La Porte, TX 77571
Tel: (713) 567-2700

Sanders Morris Harris                      $280,000
Attn: Ben T. Morris
600 Travis, Ste. 3100
Houston, TX 77002
Tel: (713) 224-3100

The Atlantic Group                         $275,975
5426 Robin Hood Road
Norfolk, VA 23513

DQ Power, LLC                              $234,000

Taurus Power Control                       $181,638

Utah Fabricators                           $149,389

Professional Technologies                  $125,985

ICS - Control System, Inc.                 $109,677

Aerofin Corporation                         $93,568

Parr Waddoups Brown Gee Loveless            $70,054

Columbia TecTank                            $65,291

Higgott Kane                                $37,898

Paul Anderson Consultants                   $35,114

SchiffHardin LLP                            $34,717

Sargent & Lundy, LLC                        $30,000

KE Burgman, USA, Inc.                       $27,198

Paul Plath - E3                             $26,945

Margolis Phipps & Wright                    $25,195

Pannell Kerr Foster                         $24,888

ChemTreat, Inc.                             $22,552

PIC Energy Servies, Inc.                    $17,109

Global Power Generation                     $16,203

Wilson Fulkerson LLP                        $16,168

National Power Services                     $15,034

Williams & Hunt                             $14,878

H.R. Wagstaff Co.                           $11,392

Dewey Ballantine LLP                        $11,203

Trinity Turbines                             $9,700

Callister Nebeker & McCollough               $8,709

AON Risk Services, Inc.                      $7,500

Bush & Gudgell, Inc.                         $5,500

AQUA Engineering, Inc.                       $3,808

Ray Quinney & Nebeker                        $2,998

American Equipment                           $2,766

Gas Turbine Material Associates              $1,500

Holme Roberts & Owen                           $394

ProEnergy Services LLC                      Unknown

B. Desert Power LLC's 3 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Sanders Morris Harris, Inc.                $306,025
Attn: Ben T. Morris
600 Travis
3100 JP Morgan Chase Tower
Houston, TX 77002
Tel: (713) 224-3100

Margolis Phipps & Wright                    $10,560
Attn: Tommy Wright
1400 Post Oak Boulevard, Ste. 900
Houston, TX 77057
Tel: (713) 625-3500

LaSalle Bank, N.A.                          Unknown
Attn: Stephanie Acheson VP Private
Distribution
135 South LaSalle St., Ste. 1458
Chicago, IL 60603
Tel: (312) 904-2227

C. DP Leasing Co., L.L.C.'s 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
EvapTech, Inc.                             $567,882
Attn: Don Dobney
8331 Nieman Road
Lenexa, KS 66214
Tel: (816) 896-1395

Aquatech International Corp.               $457,298
c/o Christopher S. Hill, Esq.
Kirton & McConkie
60 East South Temple, Ste. 1800
Tel: (801) 328-3600

FlowServe Pump Division                    $262,136
Attn: Accounting Department
Industriestrasse B/6
A 2345 Brunn am Gebirge Austria
Tel: 43-223-631530

Allied Power Group                         $127,759

PowerHouse Equipment                       $123,630

FlowServe, US Inc.                         $121,881

Express Technologies                       $106,650

Chillco, Inc.                               $86,250

FWT, Inc.                                   $78,562

CK Construction & Services Corp.            $73,767

Dis-Tran Package Substation, LLC            $51,622

Turner Electric, LLC                        $32,813

Graham Corporation                          $23,353

Kimre                                       $21,000

Weir Valve                                  $17,990

Turbo Machine Technologies, Inc.            $17,411

API Heat Transfer                           $12,245

Hughes Machine                              $10,661

Turbine Services, Ltd.                       $3,689

LaSalle Bank, N.A.                          Unknown
Attn: Stephanie Acheson VP Private
Distribution
135 South LaSalle St., Ste. 1458
Chicago, IL 60603
Tel: (312) 904-2227

D. Rowley Thermal Energy, L.L.C.'s Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
LaSalle Bank, N.A.                          Unknown
Attn: Stephanie Acheson VP Private
Distribution
135 South LaSalle St., Ste. 1458
Chicago, IL 60603
Tel: (312) 904-2227


DS WATERS: Moody's Puts B1 Rating on Proposed $180MM Sr. Facility
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
senior secured credit facilities of DS Waters of America Inc. the
surviving entity of DS Waters of America, LP after its conversion
into a C-corporation, following the company's refinancing of
existing bank facilities.

Moody's also moved the corporate family rating to DS Waters from
its former location at DS Waters Enterprises, LP and upgraded the
rating to B2 from B3.  The $80 million asset backed revolver is
not rated.  The ratings are subject to a review of the final
financing documentation.

The rating outlook remains positive.

The ratings of the proposed facilities reflect both the overall
probability of default of the company, to which Moody's assigned a
PDR of B3 and a loss given default of LGD2 for both the term loan
and revolving facilities.

The ratings reflect DS Waters' improved financial flexibility and
short-term liquidity as a result of the proposed refinancing and
the continued improvement in the company's financial and operating
profile since we last upgraded the rating in August 2006.

The new credit facilities are expected to have lower interest
rates, resulting in considerable saving in interest expense.
Another benefit of the refinancing is modest amortization on the
term loan at only 1% for the next five years.

Additionally, the refinancing will eliminate the high-coupon PIK
notes and any likelihood of a reinstatement of accrued interest
related to these notes.

Year to date, the company continued to improve its operating
efficiency and cash flow generation as evidenced by much improved
credit metrics.  Since the beginning of the year, DS Waters has
reduced debt by over $70 million, - including the $20 million pre-
payment on August 10 - through a combination of improved cash flow
and the monetization of a large receivable ($35 million in
proceeds) from Groupe Danone.

Despite the improvements, DS Waters' ratings are constrained by
the ongoing challenges in home-office delivery of water (HOD),
including limited pricing flexibility due to ongoing significant
competition and still declining customer base and volumes.  Also
constraining the ratings is the rather limited track record of
free cash flow generation and sustained earnings improvement
following the sale of the company in November 2005 and the lack of
full year audited financial statements.

The ratings outlook remains positive reflecting Moody's
expectation of further improvement in profitability and cash flow
generation throughout the intermediate term principally as a
result of ongoing cost cutting efforts and stabilization of
declines in HOD customers -- the company's largest business
segment, and also due to the lowered debt service costs.

The ratings outlook could revert to stable should the company's
recovery efforts stall or if there were any meaningful increases
in debt or uses of cash for acquisitions, dividends or otherwise,
or further increases in capital spending outside of current
expectations.

An upgrade could result from further stabilization and growth in
the customer base and additional improvement in margins,
profitability and cash flow.  Quantitatively, the company would
need to show sustained improvement in credit metrics (using
Moody's standard analytic adjustments) with EBITA margin reaching
10%, interest coverage approaching 3.0x, and free cash flow to
debt exceeding 9%.

These are the rating actions:

   * DS Waters of America, Inc. (former DS Waters of America, LP)

     -- $20 million 5-year senior secured revolving credit
        facility, due 2011, B1 (LGD2, 29.7%)

     -- $180 million 6-year senior secured term loan credit
        facility, due 2012, B1 (LGD2, 29.7%)

     -- Corporate Family rating B2

     -- Probability of Default Rating B3

     -- Rating outlook Positive

These ratings will be withdrawn upon closing of the proposed
refinancing:

   * DS Waters Enterprises, LP

     -- Corporate Family Rating B3
     -- $245 million senior secured credit facility B2

DS Waters Enterprises, LP is a leading U.S. provider of a range of
water products including 5 gallon and 3 gallon returnable bottles,
2.5 gallon and 1 gallon high density polyethylene bottles,
individual serving or polyethylene terephthalate bottles, water
dispensers, filtration products, and other ancillary items such as
coffee, food products, cups, and stirrers.  The company was
originally formed in 2003 by the combination of the home-office
water delivery businesses of Groupe Danone and Suntory Limited,
and was sold to investment fund Kelso and new executive management
in November 2005.  Revenue in 2005 was an estimated $780 million.


EDUCATION MANAGEMENT: Revenues Rise 14.8% Year-Over-Year in 2005
----------------------------------------------------------------
Education Management Corporation reported its financial results
for the three and twelve months ended June 30, 2006.  On a
combined basis for the fourth quarter of fiscal 2006, net revenues
rose 14.4% to $292 million from the fourth quarter of fiscal
2005.  For the twelve months ended June 30, 2006, net revenues
rose 14.8% to $1.1 billion from fiscal 2005 with net income of
$80.7 million.

John R. McKernan, Jr., Chairman and CEO of Education Management,
commented, "Through the hard-work and dedication of our employees,
we were able to report another year of solid financial results
while also completing the acquisition of the company by our new
owners in a timely fashion.  As a privately-held company, we look
forward to continuing our consistent financial performance while
also investing in our business to serve even more students."

On June 1, 2006, a consortium of investors acquired Education
Management Corporation in a transaction valued at approximately
$3.4 billion.  Under the terms of the merger agreement, the
shareholders of Education Management Corporation received $43.00
per share in cash.  The principal investors in Education
Management are Providence Equity Partners, Goldman Sachs Capital
Partners and Leeds Equity Partners.  Education Management
Corporation contributed substantially all of its assets and
liabilities to Education Management LLC in connection with the
closing of the merger agreement.

                       Financial Highlights

   -- combined revenues for the three months ended June 30, 2006
      increased 14.4% to $292 million, compared to $255.3
      million for the same period a year ago.  For the twelve
      months ended June 30, 2006, combined revenues rose 14.8% to
      a record $1.1 billion, compared to $1.0 billion for the
      comparable twelve-month period last year.  This increase
      was impacted by a 9.8% increase in average total student
      enrollment and an approximate 6% increase in tuition rates
      during the twelve months ended June 30, 2006.

   -- for the fiscal fourth quarter of 2006, net income decreased
      from $19.6 million in the prior year period to a net loss of
      $21.2 million.  Fiscal fourth quarter combined EBITDA
      decreased 86% to $7.3 million from $52.1 million for the
      same period a year ago.  Fiscal fourth quarter of 2006
      included incremental equity compensation and transaction-
      related costs totaling $49.6 million.  Excluding these
      items, combined EBITDA would have increased 9.2% from the
      fourth quarter of fiscal 2005 to the fourth quarter of
      fiscal 2006.

   -- for fiscal 2006, net income decreased 20.6% from fiscal 2005
      to $80.7 million.  Fiscal 2006 combined EBITDA decreased
      12.5% to $221 million from $252.7 million for the same
      period a year ago.  Fiscal 2006 included incremental equity
      compensation and transaction-related expenses totaling $70.9
      million, and fiscal 2005 included a $15.7 million non-cash
      cumulative adjustment as a reduction to rent expense for
      changes in lease accounting.  Excluding these items,
      combined EBITDA would have increased 23.1%.

   -- on a combined basis Adjusted EBITDA was $293.1 million for
      fiscal 2006.

   -- at June 30, 2006, Education Management had cash and cash
      equivalents of $263.3 million as compared to $172.0 million
      at June 30, 2005.  Outstanding borrowings on our revolving
      credit facility totaled $160 million at June 30, 2006.

   -- on a combined basis, cash flow from operations for the
      twelve month period ended June 30, 2006 was $279.3 million
      compared to $192.5 million in fiscal 2005.

   -- on a cash-basis, combined capital expenditures were $65.6
      million, or 5.6% of combined revenue for the twelve months
      ended June 30, 2006 compared to $74.9 million, or 7.3% of
      revenue, in fiscal 2005.  The Company expect capital
      expenditures during fiscal 2007 to be more in line with
      fiscal 2005 as a percentage of revenue.

                        Student Enrollment

At the start of the current Summer quarter (first quarter of
fiscal 2007), total enrollment was approximately 65,800 students,
a 10.2% increase from the same time last year.  Same-school
enrollment (schools owned for one year or more) increased 9.6% to
approximately 65,500 students.  Students enrolled in fully online
programs* increased 63.6% to over 4,600 students.

                                  2006       2005       Percentage
                                  Summer     Summer       Change
                                  ------     ------     ----------

Total enrollment                  65,800     59,700        10.2%
Same-school enrollment
(owned for 1 year or more)       65,500     59,700         9.6%

Students enrolled in fully
online programs*                  4,600      2,800        63.6%

* In addition, at the start of the current Summer quarter,
approximately 900 Art Institute and South University on-ground
students were taking 100% of their coursework online.

The Company's quarterly revenues and income fluctuate primarily as
a result of the pattern of student enrollments.  Student
enrollment at the Art Institute schools has typically peaked in
the fall (fiscal second quarter), when the largest number of
recent high school and college graduates traditionally begin post-
secondary education programs.  The first quarter is typically the
lowest revenue recognition quarter due to student vacations.  The
seasonality of our business has decreased over the last several
years due to an increased percentage of students at our schools
enrolling in bachelor's and graduate degree programs.

Headquartered in Pittsburgh, Pennsylvania, Education Management
Corporation -- http://www.edmc.com/-- operates about 70 schools
across North America offering certifications as well as associate
through doctoral degrees in fields such as graphic design, health
sciences, and Web site administration.  The Company's education
institutions boast a total student enrollment of more than 72,000.
The company's 30 Art Institutes offer degrees and diplomas in
creative fields such as culinary arts, design, fashion, and media
arts.  In 2006, Providence Equity Partners and Goldman Sachs
Capital Partners bought EDMC for about $3.4 billion.

                            *    *    *

Moody's Investors Service assigned a B2 Corporate Family Rating to
Education Management Corporation on May 9, 2006.

As reported in the Troubled Company Reporter on May 16, 2006,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and stable outlook to Education Management LLC.

Standard & Poor's also assigned its 'CCC+' ratings to the
company's $320 million senior unsecured notes due 2014 and $440
million senior subordinated notes due 2016.


ELECTRICAL COMPONENTS: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed its B1 Corporate Family Rating for Electrical Components
International Holdings Company, as well as its B3 rating on the
company's $60 million second-lien secured term loan due 2014.
Those debentures were assigned an LGD5 rating suggesting lenders
will experience a 84% loss in the event of default.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $35 Million
   Sr. First-Lien
   Sec. Revolver
   due 2012               B1       Ba3     LGD3        36%

   $155 Million
   Sr. First-Lien
   Sec. Term Loan
   due 2013               B1       Ba3     LGD3        36%

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%).

Electrical Components International Holdings Company --
http://www.electricalcomponentsinternational.com/--
manufactures wire harnesses and leads for traditional and
specialty markets, complex harness sub-assemblies, radiant glass
heaters, power cords and we have contract manufacturing
capabilities.


FEDERAL-MOGUL: Asks Court to OK $500 Mil. Pneumo Claims Settlement
------------------------------------------------------------------
Federal-Mogul Corp., its affiliates, the Asbestos Claimants
Committee, and the Legal Representative of Futures Asbestos
Claimants ask the U.S. Bankruptcy Court for the District of
Delaware to approve an alternative settlement with certain Pneumo
Parties to resolve approximately $500 million in filed claims
against the Debtors' estates.

The Pneumo Parties consist of:

   * Cooper Industries, Ltd., and Cooper Industries, LLC, as
     successor by merger to Cooper Industries, Inc.;

   * PCT International Holdings, Inc.; and

   * Pneumo Abex, LLC, as successor by merger to Pneumo Abex
     Corp.

The Debtors, et al., and the Pneumo Parties have compromised and
settled their disputes and entered into a global settlement on
certain terms and conditions set forth in a Term Sheet, executed
as of July 6, 2006.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that the Term Sheet
incorporates alternative settlement structures referred to as
"Plan A" and "Plan B."  Plan A will be included in, and
implemented only through, the confirmation of the Debtors' Third
Amended Plan of Reorganization.  If confirmed, Plan A will control
the settlement between the Pneumo Parties and the Debtors, et al.

Under Plan A, the Pneumo Parties will pay $756 million, consisting
of a $256 million cash payment and a $500 million promissory note
payable in 25 annual installments of $20 million, and contribute
proceeds of insurance rights and other assets to a certain trust.
In exchange, the Pneumo Parties will be included in a class of
"Protected Parties" under the Plan's channeling injunction.

The Debtors, et al., anticipate filing amendments to the Third
Amended Plan, incorporating the Plan A portion of the Term Sheet
in the near future.

Plan B is a back-up alternative for resolution of the Pneumo
Parties disputes so that the Third Amended Plan can be promptly
confirmed and go effective, even if Plan A is not implemented.
Plan B will only be implemented in the event that Plan A is not
confirmed or otherwise successfully implemented.

According to Mr. Patton, the Plan B Settlement Agreement resolves
significant objections to confirmation of the Third Amended Plan
from Cooper, Pneumo Abex and other Pneumo Parties, as well as
their votes rejecting the Plan.  The Agreement represents the
results of the Debtors, et al.'s thorough investigation of, among
other things:

   -- each party's rights and obligations;

   -- the magnitude of direct and indirect asbestos-related
      claims filed by the Pneumo Parties against the Debtors;
      and

   -- the amount of insurance available to satisfy those claims.

Mr. Patton relates that the Pneumo Asbestos Claims arise from:

   (i) a 1994 Asset Purchase Agreement, in which Wagner Electric
       Co., purchased all of the assets comprising the "Friction
       Products Division" from Pneumo Abex; and

   (2) a 1998 Purchase and Sale Agreement, in which Federal-
       Mogul acquired all of the stock of and other equity
       interests in Moog Automotive Products, Inc., Wagner's
       successor, and certain other Cooper subsidiaries from
       Cooper.

Under Plan B, Cooper will receive $138 million and Pneumo Abex
will receive $2 million in cash, in full and complete settlement
and satisfaction of the Pneumo Protected Parties' claims or causes
of action against the Debtors and their non-Debtor affiliates.
Upon the Plan B Payment, the Pneumo Parties and the Debtors will
exchange mutual general releases.

The Pneumo Parties also agree to vote in favor of the Third
Amended Plan.

Furthermore, Cooper and Federal-Mogul Products, Inc., will enter
into an agreement modifying their rights under a 2004 Partitioning
Agreement, providing that, under Plan B, Cooper will relinquish
its right to consent to certain settlements of the "Subject
Policies," with proceeds of any settlements being shared 80% to
F-M Products and 20% to Cooper.  Cooper will retain its rights to
submit claims under the Subject Policies not settled in that
fashion in accordance with the existing Partitioning Agreement.

Mr. Patton maintains that the Plan B Settlement Agreement resolves
years of mounting litigation between the Debtors, et al., and
Cooper, including a pending appeal before the U.S. Court of
Appeals for the Third Circuit.

The Debtors, et al., assure the Court that the Agreement is in the
best interests of all creditors and, hence, should be approved in
its entirety.

The Debtors, et al., also tells the Court that the Official
Committee of Unsecured Creditors, the Official Committee of Equity
Security Holders, and the administrative agent for the Debtors'
lenders prior to filing for chapter 11 protection do not object to
the proposed Agreement.

A full-text copy of the Plan B Settlement Agreement is available
at no charge at http://ResearchArchives.com/t/s?13c5

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company
with worldwide revenue of some $6 billion.  The Company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-
10582).  Lawrence J. Nyhan Esq., James F. Conlan Esq., and Kevin
T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura Davis
Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
P.C., represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
$10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.  (Federal-Mogul
Bankruptcy News, Issue No. 114; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


FEDERAL-MOGUL: Wants to Recapitalize Non-Debtor Subsidiaries
------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve the
recapitalization of Federal-Mogul, S.A., and Federal-Mogul Holding
Italy S.r.L., to provide the entities with necessary adjustments
to their balance sheets to maintain their status as going
concerns.

The Restructuring Entities are wholly owned non-debtor
subsidiaries of Debtor FM International, LLC, and make up the bulk
of operations of Federal-Mogul Corp. and its worldwide family of
companies in France and Italy.

By improving the balance sheets of the Restructuring Entities
through elimination of large debts currently on their books, the
Recapitalizations will restore confidence in the Restructuring
Entities' outside business partners; suppliers currently refusing
to extend credit terms; and customers who have been withholding
new business and threatening to re-source production if the
Restructuring Entities do not improve their financial situations,
James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP, in Wilmington, Delaware, explains.

Mr. O'Neill notes that the recapitalizations will have an
economically neutral impact on the Debtor's overall net worth and
will not involve the actual movement of any of the Debtors' cash.
Nevertheless, the interests of certain Debtors are implicated by
the Recapitalizations.

                        Restructured Notes

A financial restructuring of F-M France and F-M Italy outside of
any formal reorganization proceedings in either of those countries
has been considered desirable by the Debtor for some time,
Mr. O'Neill relates.  Treatment of certain restructured notes,
which comprise the largest liabilities of both F-M France and F-M
Italy, has figured prominently in those plans.

The Restructured Notes were created between 1998 and 2001 to fund
transfers of certain businesses within the Debtor following its
acquisition of T&N Limited and its subsidiaries in 1998.
Specifically, three sets of intercompany notes were issued to T&N
and its indirect subsidiaries as part of the integration of the
T&N businesses into the Debtor:

   (1) the August 1998 French Notes totaling $294.7 million and
       a third note issued by F-M France in June 1999, which are
       the subject of the French Recap, and an additional note
       for $26.25 million;

   (2) a $139.5 million intercompany loan note issued in May
       2001, a portion of which is intended to be the subject of
       the Italian Recap; and

   (3) two notes of Federal-Mogul Holding Deutschland GmbH, a
       non-Debtor subsidiary, in the original aggregate amount
       of approximately $467 million, both of which were issued
       in July 1998.

Until the end of 2005, disagreements between the Debtors and
certain T&N administrators concerning the overall terms of the
U.K. restructuring prevented the Debtors from including the
Restructured Notes as part of any consensual restructuring of F-M
France and F-M Italy.  The administrators of the U.K. Debtors'
cases, who considered the Intercompany Notes to be among the
easily saleable assets of the U.K. Debtors, began to market the
Intercompany Notes for sale in mid-2005 and entered into an
agreement to sell the Intercompany Notes to a third party in
August 2005.

Subsequently, the Administrators, the Debtor, T&N, and the co-
proponents of the Debtors' Plan of Reorganization and other
parties entered into a global settlement of outstanding issues
concerning the U.K. Debtors' restructuring.  Under the U.K. Global
Settlement, the Debtors could make an offer to acquire the
Intercompany Notes by paying the Administrators an amount equal to
the difference between:

   -- the cash then held by the Administrators; and

   -- the amount considered by the Administrators as necessary to
      fund company voluntary arrangements and schemes of
      arrangement for the U.K. Debtors to allow them to emerge
      from the U.K. proceedings.

In late December 2005, the Debtor and Federal-Mogul (Continental
European Operations) Limited, a wholly owned non- Debtor
subsidiary of Federal-Mogul, acquired the Intercompany Notes.  The
French Notes were transferred to the Debtor, and the Italian and
German Notes were transferred to F-M CEO.

                   F-M France Recapitalization

F-M France serves as the holding company for several French
Federal-Mogul operations, consisting of 10 manufacturing
facilities and an after-market distribution center.  The French
Subs supply pistons, rings, engine bearings and bushings, sintered
parts, friction material for brakes, and sealing products.  French
Original Equipment Manufacturer customers, including Renault and
PSA Peugot-Citroen, also require the French Subs to serve as their
primary contact for sales, engineering and customer service on
behalf of all Federal-Mogul's European operations.

Mr. O'Neill states that F-M France has made annual interest
payments of $21.25 million as required by the French Acquisition
Notes.  Meanwhile, F-M France only receives, on average, up to
$5 million in annual dividends from the French Subs.  As a result,
it has been experiencing on-going losses of up to $15 million per
year since 1998, Mr. O'Neill relates.

In addition, the French Subs' operating results forced F-M France
to depreciate the $383.75 million book value of its investment in
the French Subs by $207.5 million to approximately $176.25 million
over the last eight years.

The proposed Recapitalization of F-M France involves the exchange
for equity in F-M France of approximately 84% of the
$268.45 million owed under two intercompany loan notes by F-M
France to the Debtor.

Specifically, Mr. O'Neill explains that the $225.3 million owed
under the French Notes to the Debtor, plus $12.29 million relating
to interest accrued under the French Notes through September 2006,
will be exchanged for a 100% equity stake in F-M France.

In conjunction with the exchange of part of the French Notes, F-M
International's equity interest in F-M France will be canceled.
The cancellation is supported by valuations conducted by Jefferies
& Company, Inc., the financial advisor for the Official Committee
of Unsecured Creditors, showing that the equity in F-M France
currently has no value.

The French Recap must be completed by December 2006 to avoid the
possibility of a statutory liquidation under French law.

The French Recap will strengthen F-M France's balance sheet
enabling it to obtain financing from third parties and improve its
debt-to-equity ratio from a negative ratio to a positive one of
less than one.  In addition, the improvement of F-M France's
financial position will remove a statutory bar to the entity being
able to deduct, for French tax purposes, the amount of interest
payable on the remaining French Acquisition Notes in 2007, which
will confer a near-term financial benefit of approximately
$9 million to F-M France.

                          Italian Recap

F-M Italy serves as the holding company for Federal-Mogul
Operations Italy S.r.L.  F-M Italy's sister companies -- Federal-
Mogul Ignition S.r.L. and Federal-Mogul Filtration Products S.r.L.
-- primarily produce ignition products and wipers.

The Debtor's Italian operations consist of eight manufacturing
facilities and after-market distribution center.  The primary OEM
customers are Fiat/Iveco, with additional sales to companies like
BMW, Audi and Renault.  The F-M Ignition Italy and F-M Filtration
businesses are dependent on the Debtor's other non-Italian
entities for technology, distribution and support.

According to Mr. O'Neill, the proposed restructuring of F-M
Italy's current capital structure contemplates the exchange of 50%
of the Italian Note for 100% of shares in F-M Italy followed by
its two-step consolidation with F-M Ignition Italy, F-M Filtration
Products S.r.L., and F-M Operations Italy.

Immediately before the consolidation, the Italian Note will be
transferred by F-M CEO to a newly formed U.S. limited liability
company in return for an indirect equity interest in F-M LLC.  In
addition, 50% of the Italian Note will be exchanged for a 100%
equity interest in FM Italy.

As with the French Recap, the existing equity interest in F-M
Italy will be canceled.  The cancellation is supported by the
valuation conducted by Jefferies showing that the equity in F-M
Italy has currently no value.

Mr. O'Neill explains that the subsequent consolidation of the F-M
Italian Entities, to be consummated in accordance with Italian
law, will involve two mergers resulting in all of the Debtor's
Italian operations being merged into F-M Italy:

   (i) F-M Ignition Italy and its wholly owned subsidiary,
       F-M Filtration, will be merged into F-M Italy; and

  (ii) F-M Operations Italy, a wholly owned subsidiary of F-M
       Italy, will then merge into F-M Italy.

The current shareholders of F-M Ignition Italy, each of whom is a
direct or indirect subsidiary of the Debtor, are:

   * Debtor F-M International, with a 51.79% current interest;

   * Debtor Federal-Mogul Ignition Company, with an 18.93%
     interest; and

   * non-Debtor Federal-Mogul Netherlands BV, which is currently
     wholly owned by F-M Ignition U.S., with a 29.28% interest.

To facilitate the consolidation of the Debtor's Italian operations
and to streamline the resulting ownership structure, F-M
International and F-M Ignition U.S. will indirectly transfer their
interests in F-M Ignition Italy and F-M Netherlands to F-M LLC via
a newly formed non-Debtor Federal-Mogul Dutch entity.  In
exchange, F-M International and F-M Ignition U.S. will receive
commensurate equity holdings in F-M Dutch NewCo, which holdings
together with that of the Debtor will constitute 100% of the
equity in F-M Dutch NewCo.

As a result of the consolidation of the F-M Italian Entities, F-M
International and F-M Ignition U.S. will be granted indirect
equity interests in the reconstituted F-M Italy proportionate to
the value of their current holdings in F-M Ignition Italy,
adjusted to reflect the fact that:

   (x) those new equity interests will be in F-M Italy, a
       consolidated entity encompassing three businesses as a
       result of the Italian Recap;

   (y) the intended partial exchange of part of the Italian Note
       for equity; and

   (z) any changes in valuations of the F-M Italian Entities at
       the time the consolidation is consummated.

The Debtors also want the Italian Recap completed before the end
of 2006 to comply with Italian law and preserve certain tax
benefits.  Otherwise, among other things, statutory auditors will
be unable to give F-M Italy a going-concern opinion for 2006 that
could conceivably result in F-M Italy's compulsory liquidation
under Italian law.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company
with worldwide revenue of some $6 billion.  The Company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-
10582).  Lawrence J. Nyhan Esq., James F. Conlan Esq., and Kevin
T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura Davis
Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
P.C., represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
$10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.  (Federal-Mogul
Bankruptcy News, Issue No. 114; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


FEDDERS NORTH: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
affirmed its Caa1 Corporate Family Rating for Fedders North
America, Inc., as well as revised the rating on the company's
$155 million 9.875% senior subordinate notes due 2014 to Caa2 from
Caa3.  Those debentures were assigned an LGD5 rating suggesting
that noteholders will experience a 73% 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 Liberty Corner, New Jersey, Fedders North
America, Incorporated - http://www.fedders.com- provides air
conditioning and other air treatment products for commercial and
residential applications to markets worldwide.  Product lines
include residential central air conditioning systems, including
condensing units, air handlers, gas furnaces, air cleaners, and
humidifiers, as well as rooftop, vertical and horizontal packaged
air conditioners and heat pumps for commercial, residential and
telecommunications applications and also, appliance air treatment
products.


FOAMEX INT'L: Agrees with Equity Holders on Terms of Amended Plan
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Foamex International Inc., Foamex L.P., and Foamex
Capital Corporation, disclose that as part of their equity
commitment with their five existing shareholders, the parties
reached agreement on the principal terms of an amended plan of
reorganization.

The existing shareholders are:

   (1) D. E. Shaw Laminar Portfolios, L.L.C.,
   (2) Goldman, Sachs & Co.,
   (3) Par IV Master Fund, Ltd.,
   (4) Sunrise Partners Limited Partnership, and
   (5) Sigma Capital Associates, LLC,

The First Amended Plan will treat claims and interests in this
manner:

   (a) Full payment in cash will be made to holders of allowed
       claims based on the Debtors' Senior Secured Notes and
       Senior Subordinated Notes;

   (b) Other allowed unsecured claims will be satisfied in full
       in cash;

   (c) Allowed administrative claims, Priority Tax Claims, DIP
       Financing Claims, Other Priority Claims and Other Secured
       Claims will be satisfied in full in cash or, with respect
       to Other Secured Claims, as otherwise provided in the term
       sheet;

   (d) Existing preferred stock will be converted into common
       stock on the Effective Date of the Amended Plan;

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

   (f) Holders of common equity interests -- other than common
       stock -- , including any options, warrants or rights to
       acquire the same, will retain their interests;

Pursuant to the First Amended Plan, the Significant Equityholders
will have the right to nominate four members of the reorganized
Foamex International's Board of Directors.  The Board of
Directors will also include one independent director, as well as
Foamex International's Chief Executive Officer and its General
Counsel.

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

Raymond E. Mabus, Jr., will remain as Foamex International's
president and chief executive officer.

A full-text copy of the First Amended Plan term sheet is available
for free at http://researcharchives.com/t/s?13d2

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FOAMEX INT'L: Wants Incentive Plan Approved for Salaried Employees
------------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve their
2006 incentive plan for salaried employees pursuant to Sections
363(b)(1) and 105(a) of the Bankruptcy Code.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, recounts that the Debtors have had in
place a salaried incentive plan.  To motivate the Salaried
Employees to help the Debtors achieve certain targeted performance
goals -- typically measured by corporate-level EBITDA and
operating profit by strategic business unit -- a portion of the
Salaried Employees' compensation were tied to the Debtors' and
their SBUs' achievement of the performance goals.

However, employee compensation has suffered along with the
Debtors' financial performance, and the Debtors have been unable
to achieve the financial goals they targeted in recent salaried
incentive plans.  As a result, the Debtors have not paid a
competitive bonus to their Salaried Employees since 2001.  In
addition, the Debtors have not awarded across-the-board merit pay
increases for three years.  The Debtors' inability to reward fully
their employees' hard work and dedication during the last five
years has rendered their Salaried Employees' total compensation
packages uncompetitive which, in turn, has hindered their ability
to fully incentivize their employees and to attract and retain
talented workers, Ms. Morgan relates.

The Debtors have taken steps in the past to address the retention
issues.  Most notably, in November 2005, the Debtors obtained
Court approval of their key employee retention plan, which
provides for retention payments to a group of employees whose
continued service is particularly important to the Debtors'
successful reorganization.  However, the KERP is limited in scope,
covering only 77 of the Debtors' Salaried Employees, or
approximately 2% of the Debtors' domestic employees.  Hence, the
vast majority of the Salaried Employees gave not received any
meaningful incentive compensation or other bonus for the better
part of five years, Ms. Morgan avers.

Ms. Morgan tells the Court that the Debtors require an incentive
plan for 2006.  The Debtors are on pace, thus far, to have a
successful year and their Salaried Employees deserve much of the
credit.

To now deprive the Salaried Employees of the opportunity to earn a
bonus this year, at a time when the Debtors' performance has been
exceptionally strong, would severely damage employee motivation
and morale and could result in a dramatic increase in employee
turnover, Ms. Morgan asserts.

The Debtors' proposal is modeled largely on the plans adopted in
prior years with some slight modifications based on input the
Debtors received from their compensation consultants, Bright Tree
Consulting Group; and Thomas Hudgins, the chairman of the
compensation committee of the Debtors' board of directors.

In light of the Debtors' present situation, Bright Tree
Consulting recommended that the Debtors must achieve 95% of their
target EBITDA before the Salaried Employees can earn the minimum
payouts under the proposed Incentive Plan.  "This differs from the
90% used in prior years and takes account of the fact that, with
much of the year already behind us, a 95% threshold makes
achievement of the minimum payout under the proposed Incentive
Plan more challenging," Ms. Morgan points out.

The Debtors' projected EBITDA for 2006, upon which the 2006
incentive award is premised, has increased from the $89,000,000
figure reflected in the Original Disclosure Statement, to
$151,000,000.  Ms. Morgan notes that had the $89,000,000 figure
been used as the incentive plan benchmark, full incentive payments
to the Salaried Employees would be virtually guaranteed.  To now
deprive the Salaried Employees of the opportunity to earn a bonus
based on this new, substantially higher, EBITDA target would be to
render the Debtors' employees victims of their own success and
hard work, she asserts.

The Debtors estimate that the cost of the Incentive Plan should be
$5,800,000 if they earn $151,000,000 of EBITDA and each SBU
Performance Goal is achieved.  At that level, the Debtors would
need to earn $156,800,000 for Salaried Employees to receive 100%
payouts.

The cost of the Incentive Plan is lower at the 25% payout level -
- approximately $1,400,000 -- and higher at the 200% payout level
-- approximately $11,700,000.  If the Debtors are unable to self-
fund a portion of the Incentive Plan, payments made to Salaried
Employees will be ratably reduced based on the amount of the
funding shortfall.

The Compensation Committee has approved the Incentive Plan.
Certain of the Debtors' significant equity holders that
collectively own approximately 53% of Foamex International Common
Stock have also conveyed their support for the Incentive Plan.

                The Terms of the Incentive Plan

The proposed Incentive Plan provides for a variable cash award to
each of the Debtors' Salaried Employees contingent upon the
Debtors' achievement of certain targeted EBITDA performance goals
for fiscal year 2006.  The amount earned by a Salaried Employee
under the proposed Incentive Plan is largely a product of four
components:

   (1) the Debtors' overall performance, as measured by EBIDTA
       for 2006;

   (2) the Salaried Employee's base salary, referred to in the
       proposed Incentive Plan as "Incentive Eligible Earnings;"

   (3) the percentage of base salary that is eligible to be
       awarded as a bonus; and

   (4) if the Salaried Employee works in one of the Debtors'
       SBUs, the SBU's achievement of its target operating profit
       for 2006.

A. Corporate Performance Goals

For fiscal year 2006, the Debtors have established an overall
Corporate Performance Goal of $151,000,000 of EBITDA, net of the
cost of the proposed Incentive Plan, for the Salaried Employees to
receive 100% of their proposed Incentive Plan payments.

Salaried Employees will still be eligible to receive payment if
the Debtors achieve at least more than $143,500,000, or 95% of
target EBITDA.

The chart illustrates the various payout percentages at different
EBITDA levels for the Debtors:

    Percent of Plan    EBITDA Dollars (MM)    Payout Percent
    ---------------    -------------------    --------------
        95.0%                $143.5                25%
        95.3%                $144.0                30%
        96.0%                $145.0                40%
        96.7%                $146.0                50%
        97.3%                $147.0                60%
        98.0%                $148.0                70%
        98.7%                $149.0                80%
        99.3%                $150.0                90%
       100.0%                $151.0                100%
       101.0%                $152.5                110%
       102.0%                $154.0                120%
       103.0%                $155.5                130%
       104.0%                $157.0                140%
       105.0%                $158.6                150%
       106.0%                $160.1                160%
       107.0%                $161.6                170%
       108.0%                $163.1                180%
       109.0%                $164.6                190%
       110.0%                $166.1                200%

B. Target Percentages

Pursuant to the Incentive Plan, each of the Salaried Employees is
placed into one of eight groups depending on his or her position
with the Debtors, and each group has attributed to it a specified
Target Percentage.

The Target Percentage for each of the groups is:
                                                     Target
      Group No.             Position               Percentage
      ---------             --------               ----------
          1        Chief Administrative Officer        50%
          2        Executive Vice President            45%
          3        Senior Vice President               35%
          4        Vice President                      30%
          5        Corporate Director                  25%
          6        Plant Manager                       25%
          7        Corporate Manager                   15%
          8        Select Salaried Employees            8%
          9        All other Salaried Employees         4%

If the Debtors achieve at least $143,500,000 of EBITDA and a
Salaried Employee's SBU achieves or exceeds its SBU Performance
Goal, the Incentive Plan payment to the Employee is computed by
multiplying the Employee's base salary by the Target Percentage
and the Payout Percent.

If either (i) the Debtors achieve $151,000,000 of EBITDA or (ii) a
Salaried Employee's SBU achieves its SBU Performance Goal, the
Employee's Incentive Plan payment is calculated by multiplying her
Target Percentage by her base salary and dividing the amount by
%2.

D. Miscellaneous Provisions

Payments under the Incentive Plan will be made within seven days
after the Debtors have determined whether they have achieved their
Corporate and SBU Performance Goals.

In the case of the Debtors' six most senior executives, one-half
of their Incentive Plan payment is payable only if the Debtors
achieve at least $146,000,000 of EBITDA, net of the cost of the
Incentive Plan, which ensures that the Debtors' other Salaried
Employees would be eligible for at least a 50% payout under the
Incentive Plan.

All distributions and calculations are based on a percentage of
each Salaried Employee's base salary in effect at the inception of
the Incentive Plan, exclusive of any payments made to Salaried
Employees under the KERP.

If an Employee's individual performance is unsatisfactory,
payments under the Incentive Plan may be adjusted or forfeited at
the discretion of senior management.  Finally, if an Employee is
not employed by the Debtors on the date that an Incentive Plan
payment is to be made, then the Employee will not be entitled to
receive his or her Incentive Plan payment or any portion thereof.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FORD MOTOR: Moody's Says Weak Results Consistent with B3 Rating
---------------------------------------------------------------
Moody's Investors Service disclosed that Ford's very weak third
quarter performance, with automotive operations generating a
pre-tax loss of $1.8 billion and a negative operating cash flow of
$3 billion, was consistent with the expectations which led to the
September 19 downgrade of the company's long-term rating to B3.

"Ford's rating at B3 anticipated further weakness in financial
results as indicated by the company's need to accelerate its
restructuring initiatives.  Nevertheless, Ford's outlook remains
negative." said Bruce Clark, senior vice president and lead auto
industry analyst at Moody's

"The key to Ford's Way Forward restructuring plan is to reduce
capacity by buying out 25,000 to 30,000 hourly employees and to
shift its product line toward cars and more fuel efficient
vehicles," Clark said

"The problem is that the financial benefits of the program don't
begin to kick in until 2009," he added.

"This means that even if things go according to plan, Ford will
likely burn through a significant amount of cash during 2006 and
2007. The rate of cash consumption could improve in 2008, but cash
flow could still be negative in that year."

At September 30th, Ford had over $23 billion in cash and
equivalents.  However, Ford needs several billion in cash to run
its day to day operations.  Consequently, the amount of funds
currently available to cover operating losses and restructuring
requirements is sizable, but it is not the full $23 billion to
which Ford has access.

"If Ford hits its cost reduction, market share and new product
introduction objectives, the company's cash resources should be
adequate to cover uses through 2007," Clark said.

"But, things could start to get tight in 2008 if operating cash
flow is still negative. In fact, the company's liquidity position
could become stressed prior to 2008 if the operating environment
is more difficult than planned. This could happen if the economy
slows, if there is any kind of work stoppage associated with the
2007 UAW negotiations, or if the already weak financial position
of the supplier base erodes further."

The significant level of cash consumption that Ford will face
during 2007 and 2008, and the potential strain that this will
place on the company's liquidity contributed to Moody's September
downgrade of Ford's Speculative Grade Liquidity rating to SGL-3
from SGL-1.

Ford has reported its decision to consider accessing the secured
debt market in order to bolster its cash position.

"Given the extended time frame of the Way Forward restructuring
plan and the level of cash that may be required through 2008, it
will be important for Ford to increase its cash position in order
to provide an adequate liquidity cushion," Clark said.

"If Ford can't boost its liquidity through accessing the secured
debt market, through asset sales or through some other strategic
alternatives, there could be further pressure on its long-term and
SGL ratings."

Should Ford issue secured debt for the purpose of building
liquidity, there would likely be no adverse impact on the
company's B3 corporate family rating.  However, consistent with
the analytic framework contained in Moody's Probability of Default
and Loss Given Default Methodology dated August 2006, the rating
of any secured borrowings by Ford would likely be one or more
notches higher than the B3 corporate family rating.  In contrast,
the rating of the company's unsecured obligations would be subject
to a downgrade from current levels.

Ford reported that it would have to restate its quarterly and
annual financials back to 2001 due to errors in the application of
"the short-cut method" promulgated under Statement of Financial
Accounting Standard 133 in connection with the accounting for
certain hedging transactions.  As a result, Ford expects earnings
for 2002 to improve materially; the impact on years 2003 through
2006 has not yet been assessed. The company also anticipates that
there will be no cash impact and that the necessary restatements
for all years will be made in time to permit a timely filing of
its third quarter 10Q.

In a March 2006 Special Comment on SFAS 133 Moody's noted that
many recent restatements by other companies arising from SFAS 133
reflect technical misinterpretations of the accounting rules which
do not alter the economic substance of the transactions.  On the
matter of Ford's restatement Clark said, "Moody's wouldn't view
Ford's restatement as a negative credit event as long as the
company's auditors make no determination of a Material Weakness
with respect to Ford's ongoing hedge accounting, there is no delay
in the filing of the company's financial statements, and no other
accounting issues arise in conjunction with this restatement."


FORD MOTOR: S&P Places B Rated Sr. Unsec. Debt on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' senior unsecured
debt issue ratings on Ford Motor Co. on CreditWatch with negative
implications.

At the same time, S&P affirmed all other ratings on Ford, Ford
Motor Credit Co., and related entities, except the rating on Ford
Motor Co. Capital Trust II 6.5% cumulative convertible trust
preferred securities, which was lowered to 'CCC-' from 'CCC.'

The CreditWatch placement of the automaker's unsecured issues
reflects the potential for unsecured creditors to be disadvantaged
if Ford were to incur a material amount of secured borrowings.
Ford announced Monday that it is considering a range of measures
to help it fund operating losses and restructuring plans while
preserving cash and short-term VEBA trust balances at or near
current levels of about $20 billion.  The Ford announcement said
these measures could include the negotiation of secured credit
facilities.

If this occurs, "The rating on Ford's senior unsecured debt could
be lowered by up to two notches below the corporate credit rating
('B')," said Standard & Poor's credit analyst Robert Schulz,
"reflecting the unsecured debt's disadvantaged recovery prospects
in the event of a bankruptcy by Ford."  We will monitor ongoing
developments and resolve the CreditWatch once Ford's financing
plans have been finalized.

The downgrade of Ford's Capital Trust II 6.5% cumulative
convertible trust preferred securities reflects S&P's view that,
in the wake of Ford's recent elimination of its common stock
dividend, the risk of a payment deferral by Ford on its trust
preferred securities is heightened, as the company seeks to
conserve liquidity in light of ongoing negative cash flows.  Ford
itself has not indicated any intention to defer dividends on its
trust preferred securities.  S&P would view such a deferral as a
default on the issue, under our rating definitions.

Separately, the ratings on Ford and related entities are not
immediately affected by the company's announcement that it will
delay release of financial statements for the third quarter of
2006 and restate results dating back to 2001.  The restatements
are required because accounting for certain derivatives used to
hedge interest rate risk at Ford Credit did not comply with
Statement of Financial Accounting Standards No. 133 on derivatives
and hedging activities.  Actual cash flow or the risk-management
economics of the derivative transactions are not affected by the
restatements, and S&P does not expect the delay or restatements to
adversely affect Ford's or Ford Credit's access to their unsecured
bank credit lines.

However, S&P would reassess its views if the accounting
restatement process were to uncover additional issues or raise
broader concerns about the strength of Ford's internal controls or
risk-management practices, if additional restatements result in a
prolonged financial reporting delay, or if liquidity were to be
adversely affected.

Ford's third-quarter financial results, excluding the effect of
the restatements, showed further deterioration in automotive
results, which S&P expects to continue through the end of 2006.
North American operations reported a $2.0 billion loss in the
latest quarter, excluding $3.7 billion in special items, compared
with a loss of $1.2 billion in the third quarter of 2005.


FORD MOTOR: Fitch Puts Negative Watch on B+ Rated Sr. Unsec. Debt
-----------------------------------------------------------------
Fitch Ratings has placed Ford Motor Company's 'B+/RR3' senior
unsecured debt on Rating Watch Negative reflecting Ford's intent
to raise secured financing that would impair the position of
unsecured debtholders.  Under Fitch's recovery rating scenario it
was estimated that unsecured holders would recover approximately
68% in a bankruptcy scenario, equating to a Recovery Rating of
'RR3' (50-70% recovery).

Fitch will review the size, structure and collateral of the
secured financing facility to determine the effect on outstanding
unsecured debt.  Fitch's Issuer Default Ratings of 'B' for both
Ford and Ford Motor Credit Company are unaffected at this time,
but could be reviewed if accounting issues prevent the timely
filing of third quarter financial statements.

Secured financing will serve to boost Ford's liquidity and provide
incremental resources and time to continue its extended
restructuring program.  Negative cash flow from operating losses,
restructuring costs and working capital outflows in 2006 is
expected to exceed $8 billion.  Continuing market share and
revenue declines in 2007, and the delayed effect of the employee
reduction programs indicate that cash outflow could be at a
similar level in 2007.  Given the very large working capital
financing requirements in North America, as well as tax-
disadvantaged overseas cash holdings, Fitch believes that
consolidated cash holdings below $15 billion could raise the level
of concern among suppliers and customers.  At the end of the third
quarter total cash, marketable securities, loaned securities, and
short-term VEBA was approximately $23.6 billion.

Stabilization of Ford's revenue performance in 2007 is unlikely,
given production cutbacks, a slowing economy, enhanced competition
in the critical pickup segment, and lack of new impact products.
Ford has shown some progress in the passenger car market, but this
progress will not be sufficient to offset the steep declines in
volume and profitability from mid-size and large SUV's, and
pickups.  Near-term improvement in operating results will need to
be driven largely by reductions in Ford's cost structure, which is
expected to occur gradually, but steadily throughout 2007.  A
decline in commodity prices could benefit margin performance over
the long-term, but is expected to provide little relief well into
2007.

Severely stressed conditions in the supply base provide little
opportunity to reduce supplier costs, but instead present the
potential for higher costs, financial support, and supply-chain
disruptions.  Ford continues to spend aggressively on employee
buyout programs, although the completion of the hourly buyout
program will extend to the third quarter of 2007, deferring full
realization of the cost savings. Ford's relatively young workforce
will make buyouts a more expensive proposition than at General
Motors, but could also result in a better mix of employees that
would exit without retiree pension and health care benefits.  A
successful buyout program would also accelerate the restructuring,
re-sourcing and closure of facilities at uncompetitive ACH
facilities.  Longer-term, the re-opening of the UAW contract in
September 2007 will represent a critical event in establishing
Ford's ability to establish a long-term, competitive cost
structure.

Asset sales are expected to be limited, and challenging to
complete.  Recently announced intentions to sell Aston-Martin and
APCO, would provide modest proceeds to apply to restructuring
efforts.

Fitch places the following debt on Rating Watch Negative:

Ford

    -- Senior unsecured 'B+/RR3'.

These ratings are unaffected by Fitch's action and currently
maintain a Negative Rating Outlook:

Ford

    -- Issuer Default Rating 'B'.

Ford Credit

    -- Issuer Default Rating 'B'.

Fitch's Recovery Ratings, introduced in 2005, are a relative
indicator of creditor recovery on a given obligation in the event
of a default.


FRONTIER LEASING: Subservicer Default Cues Moody's Ratings Review
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings of seven classes of notes issued in three small ticket
equipment securitizations sponsored by Frontier Leasing Corp.
Following the discovery of improper advances made by a
subservicer, Frontier has written off affected leases in the
pools.  As a consequence, the servicing reports for the Sept. 30,
2006 cutoff date show an increase in defaults and lower credit
enhancement compared to the August 2006 reporting period. The
receivables previously serviced by the subservicer are now
serviced by Frontier pursuant to the subservicer event of default
provisions.

These are the rating actions:

   * Issuer: Frontier Equipment Receivables Trust 2002-1

     -- Class A Receivables-Backed Certificates, rated A1, on
        review for possible downgrade

     -- Class B Receivables-Backed Certificates, rated Baa3, on
        review for possible downgrade

     -- Class C Receivables-Backed Certificates, rated Ba3, on
        review for possible downgrade

   * Issuer: Frontier Equipment Receivables Trust 2004-1

     -- Class A Receivables-Backed Certificates, rated Baa2, on
        review for possible downgrade

     -- Class B Receivables-Backed Certificates, rated Ba2, on
        review for possible downgrade

     -- Class C Receivables-Backed Certificates, rated B1, on
        review for possible downgrade

   * Issuer: Frontier Funding Company V, LLC

     -- Class B Receivables-Backed Certificates, rated Ba2, on
        review for possible downgrade

As of the Sept. 30, 2006 cutoff date, the pool factor in the
2002-1 securitization was approximately 9.43% and the cumulative
net default rate was 3.61%.  Credit support for the notes included
overcollateralization and subordination. Overcollateralization
amounted to 5.94% of the current pool balance.  The Class A notes
benefit from the subordination of the Class B and C notes,
respectively 10.76% and 2.39% of the current pool balance.  The
Class B notes benefit from the subordination of Class C.  As
certain triggers were hit during the reporting period, the reserve
account has been used to partially redeem Class A notes, and the
dedicated reserve account for Class C to partially redeem Class C
notes.

As of the Sept. 30, 2006 cutoff date, the pool factor in the
2004-1 securitization was approximately 31.98% and the cumulative
net default rate was 4.35%.  The notes were undercollateralized by
an amount equal to 0.38% of the current pool balance.  The Class A
notes benefit from the subordination of the Class B and C notes,
respectively 10.51% and 2.33% of the current pool balance. The
Class B notes benefit from the subordination of Class C.  As
certain triggers were hit during the reporting period, the reserve
account has been used to partially redeem Class A notes, and the
dedicated reserve account for Class C to partially redeem Class C
notes.

As of the Sept. 30, 2006 cutoff date, the pool factor in the
Funding Company V securitization was approximately 81.71% and the
cumulative net default rate was 4.65%.  Class B notes benefit from
overcollateralization, which amounted to 5.07% of the current pool
balance.  As certain triggers were hit during the reporting
period, the reserve account has been used to partially redeem
Class A notes.

Frontier was founded in April of 1999 to originate and service
equipment leases to a broad range of small-and medium sized
businesses on a national level.  The firm focuses primarily on the
small-ticket sector of the equipment leasing market.  Most leases
range from $5,000 to $250,000, with an average transaction size of
$40,000.

The notes were 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.


GLOBAL HOME: Hires Pricewaterhousecoopers to Provide Tax Services
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Global
Home Products LLC and its debtor-affiliates permission to employ
Pricewaterhousecoopers LLP to provide tax services.

                         Scope of Services

The firm will provide an Ohio investment tax credit analysis in
two phases:

      a) phase one: consist of high level review and calculation
         for additions during Jan. 1, 2005 through Dec. 31, 2005.

      b) phase two consist of:

         -- review of based period;

         -- detailed calculation of credit;

         -- preparation of credit attachment for the 2006 Ohio
            franchise tax report;

         -- filing of notice of intent to claim the
            manufacturer's credit for Jan. 1, 2005 through
            Dec. 31, 2005, if necessary; and

         -- potential plan tour for determination of qualifying
            assets.

The firm will provide Ohio personal property tax return services,
including, but not limited to: prepare and sign as preparer of the
2006 Ohio county return of taxable business property for Anchor
Hocking Consumer Glass Operating Company LLC, Anchor Hocking
Consumer Glass Corporation, Mirro Operating Company LLC and GHP
Operating Company LLC.

The firm will provide tax services, including, but not limited to:

     a) prepare and sign as preparer of the U.S. partnership
        income tax return, Form 1065, for the Debtors for the tax
        year starting Apr. 1, 2005 through Mar. 31, 2006;

     b) prepare and sign as preparer of required federal and
        state income tax returns for Apr. 1, 2005 through
        Mar. 31, 2006;

     c) prepare estimated tax payments and extensions due on or
        after the signing of the April 25 engagement letter in
        connection with the tax returns; and

     d) provide special tax services related to the preparation
        of the tax returns, including but not limited to, fixed
        assets depreciation, intangible asset amortization,
        accounting for differences in tax and audit year end, and
        state apportionment analysis.

In addition, the Debtors tells the Court that, from time to time,
it may ask the firm to perform tax advisory services outside of
the scope mentioned.

                           Compensation

For Ohio investment credit analysis, the Debtors agreed to pay the
firm $2,000 for completion for the first phase and $8,000 for
phase two.

The firm's billing rates for this service are:

     Professional        Hourly Rate
     ------------        -----------
     Partner                $500
     Director               $380
     Manager                $325
     Senior                 $210
     Staff                  $140

For Ohio personal property tax return, the Debtors agreed to
pay the firm for Anchor Hocking Consumer Glass Operating Company
LLC between $6,000-$8,000; and Anchor Hocking Consumer Glass
Corporation, Mirro Operating Company LLC, and GHP Operating
Company LLC between $2,000-$3,000.

The firm's billing rates for this service are:

     Professional        Hourly Rate
     ------------        -----------
     Partner                $500
     Director               $380
     Manager                $325
     Senior                 $210
     Staff                  $140

For tax services, the Debtors have agreed to pay the firm $140,000
for this specific engagement.

The firm's billing rates for this service are:

     Professional        Hourly Rate
     ------------        -----------
     Partner                $500
     Director               $400
     Manager                $325
     Senior                 $225
     Staff                  $175

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

Mr. Goldie can be reached at:

     PricewaterhouseCoopers LLP
     300 Madison Avenue, 24th Floor
     New York, New York 10017
     Tel: (646) 471 4000
     Fax: (646) 471 4444
     http://www.pwcglobal.com/

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and $100
million and estimated debts of more than $100 million.


GLOBAL HOME: Court Okays Plante to Audit 401(k) and Pension Plans
-----------------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware gave Global Home Products LLC and its debtor-
affiliates authority to employ Plante & Moran LLP, nunc pro tunc
to May 15, 2006.

As reported on the Troubled Company Reporter on Sept. 7, 2006,
the Debtors sought Plante & Moran to audit its 401(K) and pension
plans for certain Anchor Hocking employees.  Plante & Moran had
audited those 401(K) and pension plans in prior years.

The Debtors are managers of the GHP Operating Company, LLC, 401(k)
Savings Plan and GHP Operating Company, LLC, Pension Plan for
Anchor Hocking Union Employees.

Plante & Moran will audit the financial statements and
supplemental schedules of the 401(k) Savings Plan and the Union
Pension Plan for the year ended Dec. 31, 2005.

The audited financial statements will be included in the Savings
Plan's Form 5500 filing and Union Pension Plan's Form 5500 filing
with the Department of Labor.

As part of the audit, Plante & Moran will recommend any
adjustments to the 401(k) Savings Plan's and Union Pension Plan's
accounting records, and, to the extent necessary, will discuss
with the Debtors any suggestion concerning the accounting records
and financial affairs.

David L. Scheffler, CPA, disclosed that the Firm will receive a
fixed fee of $10,000 for the 401(k) Savings Plan Audit and a fixed
fee of $11,500 for the Union Pension Plan Audit.

Mr. Scheffler assured the Court that the Firm neither holds nor
represents any interest adverse to the Debtors' estates and is
disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
Apr. 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub LLP, represent the Debtors.  Bruce Buechler, Esq., at
Lowenstein Sandler, P.C., represents the Official Committee Of
Unsecured Creditors.  When the company filed for protection from
their creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GOODMAN GLOBAL: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed its B1 Corporate Family Rating for Goodman Global
Holdings, as well as its B3 rating on the company's $400 million
7.875% senior subordinate notes due 2012.  Those debentures were
assigned an LGD5 rating suggesting lenders will experience an 83%
loss in the event of default.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $175 Million
   Sr. Sec.
   Revolver due 2010      B1       Ba2     LGD2        21%

   $350 Million
   Sr. Sec.
   TLC due 2011           B1       Ba2     LGD2        21%

   $250 Million
   Sr. Floating Rate
   Notes due 2012         B2       B1      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%).

Headquartered in Houston, Texas, Goodman Global Holdings, through
its subsidiary Goodman Manufacturing Company, is engaged in the
manufacture of ventilation and air conditioning products for
residential and light commercial use.


GREENWOOD RACING: Moody's Puts B2 Rating on $265 Million Term Loan
------------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD3, 33%) to Greenwood
Racing Inc.'s $265 million 1st lien term loan.  A B2 corporate
family rating was also assigned.  The associated loss given
default rating is LGD3, 35%, and the probability of default rating
is B3.

The ratings outlook is stable.

Proceeds from the new bank facility combined with internally
generated cash flow will be used to renovate and add gaming space
to the existing racetrack building, refinance existing debt, pay a
license fee, and purchase slot machines.  The term loan contains a
$200 million accordion feature.  All of Greenwood's material
subsidiaries will be guarantors on the facility.

The ratings consider the largely start-up nature of Greenwood's
casino project, expected future competition, and unknown win per
unit performance of the Pennsylvania gaming market which has no
casino gaming history.  The ratings also take into account the
possibility that Greenwood may have to eventually build a
permanent casino (as defined by Pennsylvania).  Current plans are
to renovate the first and third floors of the existing grandstand
building.  If the planned casino, scheduled to open in December
2006, does not achieve permanent status, Greenwood may have to
construct a permanent facility by December 2008, and as a result,
may have to draw on the term loan's $200 million accordion
feature.

Positive ratings consideration is given to the population density
and favorable demographics of Greenwood's primary market area and
the expectation that the casino will be constructed on time and on
budget.  It also acknowledges that the company is generating
positive and meaningful cash flow from its two existing horse
racing tracks.

The stable ratings outlook acknowledges that Greenwood will be the
only casino to be constructed in its north Philadelphia market
area, but also recognizes that it will ultimately face competition
from the two Class 2 casinos expected in Philadelphia.  Ratings
could improve if the project is completed as planned and initial
ramp up occurs 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.

Greenwood Racing Inc. was recently approved to receive a Class 1
conditional Pennsylvania gaming license and will be constructing a
casino within its existing thoroughbred racetrack building in
Bensalem, Pennsylvania.


GUARDIAN TECHNOLOGIES: Gets $1.1 Million Direct Investments
-----------------------------------------------------------
Guardian Technologies International Inc. disclosed that during the
period commencing Aug. 18, 2006 and completing Oct. 16, 2006, it
accepted direct investments from four accredited investors of
$1,100,000 and issued to the investors six-month convertible
notes.

In addition, the Company issued to the investors an aggregate of
1,100,000 warrants to purchase the Company's common stock with an
exercise price of $1.60 per share.  The warrants contain certain
anti-dilution provisions, a cashless exercise provision, and
piggyback registration rights.  The conversion provision, of the
convertible notes, provides that the outstanding principal and
accrued interest can be converted as cash payment for the issued
warrants.  The warrants expire in August through October 2008.

The Company also disclosed that during July 2006, it accepted
direct investment from eight accredited investors of $821,208 and
issued 513,255 shares of common stock.  In addition, it also
issued to the investors an aggregate of 128,314 warrants to
purchase the Company's common stock, exercisable at a price of $3
per share.  The warrants contain anti-dilution provisions, a
cashless exercise provision, and piggyback registration rights
commencing one year after the date of issuance.  The warrants
expire in July 2008.

The notes and warrants were issued in reliance upon the exemption
from the registration requirements set forth in Rule 506 under the
Securities Act and Section 4(2) thereof, and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements under the Securities
Act.

Based in Dulles, Virginia, Guardian Technologies International,
Inc. -- http://www.guardiantechintl.com/-- designs and develops
imaging informatics solutions for the healthcare, aviation and
homeland security industries.  The Company utilizes high-
performance imaging technologies and advanced analytics to create
integrated information management technology products and services
that address critical problems in healthcare and homeland security
for corporations and governmental agencies.

                      Going Concern Doubt

Goodman & Company, L.L.P., in Norfolk, Virginia, raised
substantial doubt about Guardian Technologies International,
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 auditor pointed to the Company's significant
operating losses since inception and need for additional
financing.


GWS NURSERY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: GWS Nursery and Supplies, Inc.
        10120 Miller Way
        South Gate, CA 90280
        Tel: (562) 806-6366

Bankruptcy Case No.: 06-15227

Type of Business: The Debtor operates a nursery.

Chapter 11 Petition Date: October 17, 2006

Court: Central District Of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Lewis R. Landau, Esq.
                  23564 Calabasas Road, Suite 104
                  Calabasas, CA 91302
                  Tel: (888) 822-4340

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Wells Fargo Businessline                    $81,667
P.O. Box 348750
Sacramento, CA 95834

Peter L. Clinco, Esq.                       $20,000
1901 Avenue of the Stars, Suite 1100
Los Angeles, CA 90067

G.P. Resources                              $12,000
9501 South San Fe Avenue
Rancho Dominguez, CA 90221

LA Department of Water and Power             $6,093
Cost and Project Accounting, Room 450
Los Angeles, CA 90051

Pelican Bay Forrest Products                 $4,300
P.O. Box 6958
Bend, OR 97708

American Express                             $3,124

Greco Consulting & Equipment                 $3,000

City of South Gate (#1625601-20452)          $1,642

City of South Gate (#1427101-19699)          $1,193

Sprint                                       $1,140

Volkswagen Credit                              $745

Toyota Financial Services                      $671

Accurate Compressor Service                    $365

Esquire Deposition Services                    $356

CET Engineering                                $350

Verizon                                        $270

United Site Services                           $261

So-Cal Portable Restroom                       $221

Yamaha Golf Cars                               $135

American Horticulture Supply, Inc.             $115


IMPAC CMB: Moody's Confirms Ba2 Rating on Class B4 Certificates
---------------------------------------------------------------
Moody's Investors Service confirmed and upgraded a number of
certificates from eight deals originated by Bear, Stearns & Co.
Inc.  The actions are based on the analysis of the credit
enhancement provided by excess spread, overcollateralization,
subordination, and mortgage insurance when applicable.

These are Moody's rating actions:

   * Upgrade:

   * Issuer: Bear Stearns Asset Backed Securities Trust

     -- 2003-AC3, Class M-1, upgraded from Aa2 to Aa1,
     -- 2003-AC3, Class B-1, upgraded from Baa2 to Baa1
     -- 2003-AC4, Class M-1, upgraded from Aa2 to Aaa
     -- 2003-AC4, Class M-2, upgraded from A2 to Aa2
     -- 2003-AC4, Class BB,  upgraded from Baa2 to A1
     -- 2003-AC5, Class M-1, upgraded from Aa2 to Aaa
     -- 2003-AC5, Class M-2, upgraded from A2 to Aa3
     -- 2003-AC5, Class B,   upgraded from Baa2 to A1
     -- 2003-AC6, Class A-3, upgraded from Aa1 to Aaa
     -- 2003-AC6, Class M-1, upgraded from Aa2 to Aaa
     -- 2003-AC6, Class M-2, upgraded from A2 to Aa2
     -- 2003-AC6, Class BB,  upgraded from Baa2 to A1
     -- 2003-AC7, Class M-1, upgraded from Aa2 to Aaa
     -- 2003-AC7, Class M-2, upgraded from A2 to Aa3
     -- 2003-AC7, Class B,   upgraded from Baa2 to A3.

   * Issuer: Impac CMP Trust

     -- 2003-2F, Class M-1, upgraded from Aa2 to Aaa
     -- 2003-2F, Class M-2, upgraded from A2 to Aa2
     -- 2003-2F, Class B,   upgraded from Baa1 to A1

   * Issuer: Impac Secured Assets Corporation

     -- 2003-1, Class M-1, upgraded from Aa2 to Aaa
     -- 2003-1, Class M-2, upgraded from A2 to Aa1
     -- 2003-1, Class B,   upgraded from Baa1 to A1

   * Confirm:

   * Issuer: Bear Stearns Asset Backed Securities Trust

     -- 2003-AC3, Class M-2, rating confirmed at A2,
     -- 2003-AC3, Class M-3, rating confirmed at A2

   * Issuer: Structure Asset Mortgage Investments Trust II

     -- 2003-AR4, Class B1, rating confirmed at Aa2,
     -- 2003-AR4, Class B2, rating confirmed at A2,
     -- 2003-AR4, Class B3, rating confirmed at Baa2,
     -- 2003-AR4, Class B4  rating confirmed at Ba2


HOLLINGER INC: Reports $30.9 Million Cash on Hand at September 15
-----------------------------------------------------------------
As of the close of business on Sept. 15, 2006, Hollinger Inc. and
its subsidiaries -- other than Sun-Times Media Group Inc. and its
subsidiaries -- had approximately $30.9 million of cash or cash
equivalents on hand, including restricted cash.

At that date, Hollinger owned, directly or indirectly, 782,923
shares of Class A Common Stock and 14,990,000 shares of Class B
Common Stock of Sun-Times.

Based on the Sept. 15, 2006, closing price of the shares of Class
A Common Stock of Sun-Times on the NYSE of $7.33, the market value
of Hollinger's direct and indirect holdings in Sun-Times was
$115.6 million.

All of Hollinger's direct and indirect interest in the shares of
Class A Common Stock of Sun-Times is being held in escrow in
support of future retractions of its Series II Preference Shares.

All of Hollinger's direct and indirect interest in the shares of
Class B Common Stock of Sun-Times is pledged as security in
connection with the senior notes and the second senior notes.

In addition to the cash or cash equivalents on hand, Hollinger has
previously deposited approximately CDN$8.7 million in trust with
the law firm of Aird & Berlis LLP, as trustee, in support of
Hollinger's indemnification obligations to six former independent
directors and two current officers.

In addition, CDN$754,000 has been deposited in escrow with the law
firm of Davies Ward Phillips & Vineberg LLP in support of the
obligations of a certain Hollinger subsidiary.

As of Sept. 15, 2006, there was approximately $109.9 million
aggregate collateral securing the $78 million principal amount of
the Senior Notes and the $15 million principal amount of the
Second Senior Notes outstanding.

            Ravelston Receivership and CCAA Proceedings

On April 20, 2005, the Court issued two orders by which The
Ravelston Corporation Limited and Ravelston Management Inc. were:

    (i) placed in receivership pursuant to the Bankruptcy and
        Insolvency Act (Canada) and the Courts of Justice Act
        (Ontario); and

   (ii) granted protection pursuant to the Companies' Creditors
        Arrangement Act (Canada).

Pursuant Ravelston Receivership and CCAA Proceedings, RSM Richter
Inc. was appointed receiver and manager of all of the property,
assets and undertakings of Ravelston and RMI.

Ravelston holds approximately 16.5% of the outstanding Retractable
Common Shares of Hollinger.  On May 18, 2005, the Court further
ordered that the Receivership Order and the CCAA Order be extended
to include Argus Corporation Limited and its five subsidiary
companies which collectively own, directly or indirectly, 61.8% of
the outstanding Retractable Common Shares and approximately 4% of
the Series II Preference Shares of Hollinger.  On June 12, 2006,
the Court appointed Richter as receiver and manager and interim
receiver of all the property, assets and undertaking of Argent
News Inc., a wholly owned subsidiary of Ravelston.  The Ravelston
Entities own, in aggregate, approximately 78% of the outstanding
Retractable Common Shares and approximately 4% of the Series II
Preference Shares of Hollinger.  The Court has extended the stay
of proceedings against the Ravelston Entities to Sept. 29, 2006.

                        About Hollinger Inc.

Hollinger Inc.'s (TSX: HLG.C)(TSX: HLG.PR.B) --
http://www.hollingerinc.com/-- principal asset is its 66.8%
voting and 17.4% equity interest in Hollinger International, a
newspaper publisher with assets, which include the Chicago Sun-
Times and a large number of community newspapers in the Chicago
area.  Hollinger also owns a portfolio of commercial real estate
in Canada.

                          Litigation Risks

Hollinger Inc. faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) a $425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a $5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.


HOME FRAGRANCE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Home Fragrance Holdings, Inc.
        411 North Sam Houston Parkway East, Suite 300
        Houston, TX 77060
        Tel: (713) 466-4600

Bankruptcy Case No.: 06-35661

Type of Business: The Debtor is a candle designer, manufacturer
                  and wholesaler.  See http://www.hfh.cc/

Chapter 11 Petition Date: October 23, 2006

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Thomas H. Grace, Esq.
                  Locke Liddell & Sapp LLP
                  600 Travis Street, Suite 2600
                  Houston, TX 77002
                  Tel: (713) 226-1377
                  Fax: (713) 223-3717

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.


INTERSTATE BAKERIES: ABA Wants Reference Removed from Bankr. Court
------------------------------------------------------------------
The American Bakers Association asks the U.S. District Court for
the Western District of Missouri to withdraw the reference as to
Interstate Bakeries and its debtor-affiliates' Adversary
Proceeding from the Bankruptcy Court.

Pending determination of the Withdrawal of the Reference Motion,
the ABA asks the Bankruptcy Court to stay all proceedings related
to the Complaint and the Debtors' objection to the ABA Plan's
proof of claim.

In the alternative, the ABA asks the Bankruptcy Court to extend
the time to file a responsive pleading.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 50; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Agrees With JPMorgan to Defer Ch. 5 Actions
----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates inform
the U.S. Bankruptcy Court for the Western District of Missouri
that they have not yet decided whether to pursue the Chapter 5
Causes of Action against JPMorgan Chase Bank, N.A., and other
lenders with respect to the Amended and Restated Credit Agreement,
dated April 25, 2002, in anticipation of, or in connection with,
any proposed plan of reorganization.

The Debtors say they will defer service of process under Rule
7004 of the Federal Rules of Bankruptcy Procedure and Rule 4 of
the Federal Rules of Civil Procedure for the Complaint until a
later time.  The Debtors contend good cause exists for the Court
to extend the time for service beyond the time period prescribed
by Rule 4(m).

The Debtors agree that any delivery to, or receipt by, JPMorgan
and the Lenders and their counsel and advisors, of any copy of
the Complaint before the Future Service Date will not constitute
service.

The Debtors, JPMorgan and the Lenders stipulate that:

    (1) receipt of the Complaint in any form, without a summons,
        by any of JPMorgan and the Lenders or their counsel, will
        not constitute service of process of the Complaint; and

    (2) none of JPMorgan and the Lenders will be required to
        answer or otherwise respond to the Complaint, unless and
        until the Debtors effect service of the Complaint, along
        with a summons.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 50; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ISTANA HIGH: S&P Rates $2.55 Million Class E Notes at BB+
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Istana High Grade ABS CDO I Ltd./Istana High Grade ABS
CDO I Corp.'s $994.55 million floating-rate notes due 2048.

The preliminary ratings are based on information as of Oct. 20,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    -- The expected commensurate level of credit support in the
       form of subordination to be provided by the notes junior to
       the respective classes;
    -- The cash flow structure, which was subjected to various
       stresses requested by Standard & Poor's;

    -- The experience of the collateral manager;

    -- The coverage of interest rate risks through hedge
       agreements; and

    -- The legal structure of the transaction, including the
       bankruptcy remoteness of the issuer.

                  Preliminary Ratings Assigned

                Istana High Grade ABS CDO I Ltd./
                Istana High Grade ABS CDO I Corp.

         Class                  Rating               Amount
         -----                  ------               ------
         A-1                    AAA               $600,000,000
         A-2                    AAA               $250,000,000
         A-3                    AAA                $50,000,000
         A-4                    AAA                $50,000,000
         B                      AA                 $21,500,000
         C                      A                  $13,000,000
         D                      BBB                 $7,500,000
         E                      BB+                 $2,550,000
         Preference shares      NR                  $5,450,000

                           NR - Not rated.


JC PROJECT: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JC Project, Inc.
        7695 Harmony Grove Road
        Wellsville, PA 17365

Bankruptcy Case No.: 06-02347

Chapter 11 Petition Date: October 20, 2006

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff P.C.
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
William Klinger                  Loan                  $300,000
7695 Harmony Grove Road
Wellsville, PA 17365

Leon Haller                      Loan                   $20,000
1719 North Front Street
Harrisburg, PA 17107


JORAN REALTY: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Joran Realty NY Corp.
        dba Joran Realty Corp.
        dba Joran Realty Harder Hall
        dba Harder Hall Resort and Spa
        5225 Collins Avenue, Suite 1406
        Miami Beach, FL 33140

Bankruptcy Case No.: 06-15353

Type of Business: The Debtor operates the 102-room Harder Hall
                  Resort & Spa.
                  See http://www.harderhallresortandspa.com/

Chapter 11 Petition Date: October 20, 2006

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Brian S. Behar, Esq.
                  Behar, Gutt & Glazer, P.A.
                  2999 Northeast 191 Street, 5th Floor
                  Aventura, FL 33180
                  Tel: (305) 931-3771
                  Fax: (305) 931-3774

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
City of Sebring                          $5,250,000
368 South Commerce Avenue
Sebring, FL 33870

Atlantis Electrical                         $62,448
Services Corp.
c/o Marlowe, McNabb & Stayton, P.A.
1560 West Cleveland Street
Tampa, FL 33606

Home Depot                                  $38,223
c/o PRO Consulting Services, Inc.
Collections Division
P.O. Box 66768
Houston, TX 77266

Edward Don & Company                        $20,056
Foodservice Equipment Division
2500 South Harlem Avenue
North Riverside, IL 60546

Andrew Belew                                $15,000
936 Bear Island Circle
West Palm Beach, FL 33409

Universal Engineering                        $9,050
Services, Inc.

Star Scenic Supply                           $7,436

Bagwell Lumber Co. of                        $6,960
Avon Park, LLC

HTFL, Inc.                                   $4,280

Carleton Varney by the Yard                    $679


JOSEPHINE KAMPER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Josephine P. Kamper
        4935 South Greenwood Avenue
        Chicago, IL 60615

Bankruptcy Case No.: 06-13526

Chapter 11 Petition Date: October 20, 2006

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: John J. Lynch, Esq.
                  Serpe, Dizonno, Lynch & Associates LLP
                  801 Warrenville Road, Suite 560
                  Lisle, IL 60532
                  Tel: (630) 960-4700
                  Fax: (630) 960-4755

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Litonmtgsv                    Mortgage                  $999,183
24 Greenway Plaza #712                                  (Unknown
Houston, TX 77046                                       secured)

Wilshirecc                    Mortgage                  $134,440
14523 SW Millikan Way                                   (Unknown
Ste. 200                                                secured)
Beaverton, OR 97005

Sallie Mae                    Student Loan              $103,443
1002 Arthur Drive
PO# Smi0000013421
Lynn Haven, FL 32444

Saab Fin                      Automobile                 $22,364
17500 Chenal Pkwy, Suite 200
Little Rock, AR 72223

Hinsbrook Bank                Consumer Credit            $12,087
6262 S. Route 83
Willowbrook, IL 60514

US BANK Rl                    Consumer Credit            $10,616
205 W. 4th Street 3rd Fl.
Cincinnati, OH 45202

Wamu/Prvdn                    Consumer Credit             $8,486
P.O. Box 9007
Pleasanton, CA 94566

Dsnb Macys                    Credit card                 $7,394
3039 Cornwallis Rd.           purchases
Durham, NC 27709

Hsbc Nv                       Credit card                 $6,962
Kierland One                  purchases
16430 N. Scottsdale Road
Scottsdale, AZ 85254

Hsbc/Carsn                    Credit card                 $5,013
P.O. Box 10327                purchases
Jackson, MS 39289

Cbusasears                    Credit card                 $3,652
133200 Smith Rd.              purchases
Cleveland, OH 44130

Sears/Cbsd                    Credit card                 $3,571
P.O. Box 6189                 purchases
Sioux Falls, SD 57117

Dsnb Macys                    Credit card                 $3,292
3039 Cornwallis Rd.           purchases
Durham, NC 27709

Cap 1 Bank                    Credit card                 $1,875
P.O. Box 85015                purchases
Richmond, VA 23285

Cap 1 Bank                    Credit card                 $1,628
P.O. Box 85015                purchases
Richmond, VA 23285

Bloomdsnb                     Credit card                 $1,487
911 Duke Blvd.                purchases
Mason, OH 45040

Lord Taylor                   Credit card                 $1,056
424 5th Avenue                purchases
New York, NY 10018

Players Vac                   Consumer Credit             $1,025
2535 Kettner Bv
San Diego, CA 92101

WF Finance                    Consumer Credit               $664
9632 S. Roberts Rd.
Hickory Hills, IL 60457

MRSI                          Medical Services              $560
2250 E. Devon Ave., Ste. 352
Des Plaines, IL 60018


JULIE FEVRE: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Julie Marie Le Fevre
        2 Westford
        Ladera Ranch, CA 92694

Bankruptcy Case No.: 06-11812

Chapter 11 Petition Date: October 11, 2006

Court: Central District Of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Thomas J. Polis, Esq.
                  Polis & Associates, APLC
                  19900 Macarthur Boulevard, Suite 960
                  Irvine, CA 92612-8420
                  Tel: (949) 862-0040

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
CIT Bank                         Credit Card Purchase     $14,695
715 South Metropolitan Avenue
Oklahoma City, OKJ 73124-0330

Chase                            Credit Card Purchase      $5,332
P.O. Box 94014
Palatine, IL 60094-4014

Discover Card                    Credit Card Purchase      $4,693
P.O. Box 30395
Salt Lake City, UT 84130-0395

Michael Jones Dental Group       Medical Bills             $3,257
1401 Avocado, Suite 607
Newport Beach, CA 92660

Integrated Credit Solutions                                $1,251
18350 Mount Langley Street
Suite 204
Fountain Valley, CA 92708

Martin H. Karasch, M.D.          Medicals Bills              $770
3182 Coast Highway, Suite 202
Laguna Beach, CA 92651


KAMINI SHAHANI: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kamini Shahani
        608 Camino Grove Avenue
        Arcadia, CA 91006

Bankruptcy Case No.: 06-14532

Chapter 11 Petition Date: September 18, 2006

Court: Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Sanford L. Frey, Esq.
                  Creim Macias Koenig & Frey LLP
                  633 West Fifth Street, 51st Floor
                  Los Angeles, CA 90071
                  Tel: (213) 614-1944
                  Fax: (213) 614-1961

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Chase                              Credit Card             $2,520
P.O. Box 15123
Wilmington, DE 19850

James Toledano, Esq.               Attorney's Fees        $79,271
200 East Sandpointe Avenue
Suite 750
Santa Ana, CA 92707-5777

Richard V. Bellord                 Judgment              $342,055
100 East Whitestone
Unite 350
Cedar Park, TX 78613


KENNETH TOBEY: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kenneth I. Tobey, Inc.
        c/o PC General Management Company, Inc.
        3039 Premiere Parkway, Suite 100
        Duluth, GA 30097

Bankruptcy Case No.: 06-73286

Chapter 11 Petition Date: October 20, 2006

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Dale R.F. Goodman, Esq.
                  Goodman & Goodman P.C.
                  Suite 310
                  1801 Peachtree Street Northeast
                  Atlanta, GA 30309-1895
                  Tel: (404) 237-0800

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Canal Indemnity Company                    $867,480
400 East Stone Avenue
Greenville, SC 29601

Atlantic Casualty Ins. Co.                 $207,200
400 Commerce Court
Goldsboro, NC 27534

U.S. Liability Insurance Group             $118,774
190 South Warner Road
Wayne, PA 19087

Colony Mgt. Services, Inc.                  $92,200
9201 Forest Hills Avenue, Suite 200
Richmond, VA 23235

Founders Insurance Co.                      $65,884
1645 Birchwood Avenue
Des Plaines, IL 60018

Shand Morahan & Co. Inc.                    $32,833

Vela Insurance Services, Inc.               $32,381

Professional Indemnity Agency               $28,737

U.S. Liability Insurance Co.                $25,656

Lincoln General Insurance Co.               $25,436

Berkshire Hathaway-Homestate                $19,078

Scottsdale Insurance Co.                    $18,417

Mt. Vernon Fire & Marine                    $15,481

Lloyd's of London                           $11,614

Market SW                                    $8,868

CNA                                          $6,962

First Mercury Insurance                      $6,250

Premium Finance Specialists                  $5,290

Premium Finance Specialists                  $5,132


LAKE AT LAS VEGAS: Moody's Places B2 Corp. Family Rating on Review
------------------------------------------------------------------
Moody's puts on review all of the ratings of Lake at Las Vegas
Joint Venture under review for possible downgrade, including its
corporate family rating of B2 and the B2 rating on its senior
secured bank credit facility, following indications that the much
slower-than-expected absorption rates of lot sales may be causing
difficulty in meeting certain of the company's financial
covenants.

Moody's review will focus on Lake at Las Vegas' ability to build
and maintain liquidity in the face of a weak bulk lot sales
environment and the willingness of its bank group to renegotiate
its covenants (the most restrictive of which is the 2 times EBITDA
to interest coverage test over a trailing twelve month period).

The review will also focus on Lake at Las Vegas' ability to defer
spending as well as its success in obtaining possible additional
sources of capital, if needed, in order to meet its funding
requirements in the face of reduced demand.

Headquartered in Las Vegas, Nevada, Lake at Las Vegas Joint
Venture and its co-borrower, LLV-1, LLC, own and operate the Lake
Las Vegas Resort, a 3592-acre master planned residential and
resort destination located 17 miles east of the Las Vegas strip.
Total revenues and operating cash flow for 2005 were $135 million
and $94 million.


LE GOURMET: Wants Bankruptcy Services as Claims and Noticing Agent
------------------------------------------------------------------
Le Gourmet Chef Inc. asks the Honorable Donald H. Steckroth of the
U.S. Bankruptcy Court for the District of New Jersey for authority
to employ Bankruptcy Services LLC as its claims processing and
noticing agent.

Bankruptcy Services will:

   (a) prepare and serve required notices in the Debtor's
       Chapter 11 case, including:

       1. notice of claims bar date (to the extent supplemental
          notice is necessary or appropriate);

       2. notice of objections to claims and any applicable
          response deadlines;

       3. notice of any hearings on a disclosure statement and
          confirmation of a plan of liquidation; and

       4. other miscellaneous notices to any entities, as the
          Debtor or the Court deems necessary or appropriate for
          an orderly administration of the Debtor's Chapter 11
          case;

   (b) at any time, upon request, satisfy the Bankruptcy Court
       that it has the capability to efficiently and effectively
       notice, docket and maintain proofs of claim and proofs of
       interests;

   (c) file with the Clerk's Office certificates or affidavits of
       service that include a copy of the particular notice
       involved, an alphabetical list of persons to whom the
       notice was mailed, and the date of mailing;

   (d) maintain copies of all proofs of claim and proofs of
       interest filed;

   (e) maintain official claims registers by docketing all proofs
       of claim and proofs of interest on claims registers,
       including these information;

       1. the name and address of the claimant and any agent,
          if an agent filed the proof of claim or proof of
          interest;

       2. the date received;

       3. the claim number assigned; and

       4. the asserted amount and classification of the claim;

   (f) implement necessary security measures to ensure the
       completeness and integrity of the claims register;

   (g) maintain all original proofs of claim in correct claim
       number order, in an environmentally secure area and protect
       the integrity of the original documents from theft and
       alteration;

   (h) transmit to the Clerk's Office a copy of the claims
       register on a regular basis;

   (i) maintain an up-to-date mailing list for all entities that
       have filed a proof of claim or proof of interest, which
       list will be available upon request of a party in interest
       or the Clerk's Office;

   (j) provide access to the public for examination of copies of
       the proofs of claim or interest during regular business
       hours;

   (k) record all transfers of claims pursuant to Bankruptcy Rule
       3002(e) and provide notice of those transfers as required
       by Bankruptcy Rule 3001(e); and

   (l) comply promptly with further conditions and requirements as
       the Clerk's Office or the Court may at any time prescribe.

Daniel C. McElhinney, a vice president of BSI, disclosed that the
Firm's professionals bill:

   Designation                                  Hourly Rate
   -----------                                  -----------
   Senior Bankruptcy Consultant                 $225 - $295
   Bankruptcy Consultant                        $185 - $225
   IT Programming Consultant                    $140 - $190
   Case Managers for Document and Data Review   $125 - $175
   Clerical Staff                                $40 -  $60

Mr. McElhinney assures the Court that Bankruptcy Services
represents no interest adverse to the Debtor or its estate and is
disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Shrewsbury, New Jersey, Le Gourmet Chef, Inc.,
-- http://www.legourmetchef.com/-- was a retailer specializing in
solutions for entertaining and gift giving.  The Company filed for
bankruptcy on Aug. 8, 2006 (Bankr. D. N.J. Case No. 06-17364).
John DiIorio, Esq., at Shapiro & Croland, and Wendy G. Marcari,
Esq., at Dreier LLP represent the Debtor.  John K. Sherwood, Esq.,
and Kenneth Rosen, Esq., at Lowenstein Sandler, represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for bankruptcy, the Debtor estimated its assets and debts at
$10 million to $50 million.


LOOMIS SAYLES: S&P Rates $15 Million Class E Notes at BB
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Loomis Sayles CLO I Ltd./Loomis Sayles CLO I Corp.'s
$372 million floating-rate notes due 2020.

The preliminary ratings are based on information as of Oct. 20,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    -- The expected commensurate level of credit support in the
       form of subordination to be provided by the notes junior to
       the respective classes;

    -- The cash flow structure, which was subjected to various
       stresses requested by Standard & Poor's;

    -- The experience of the collateral manager; and

    -- The legal structure of the transaction, including the
       bankruptcy remoteness of the issuer.

                 Preliminary Ratings Assigned

                  Loomis Sayles CLO I Ltd./
                  Loomis Sayles CLO I Corp.

          Class*                   Rating          Amount
          ------                   ------          ------
          A                        AAA         $296,000,000
          B                        AA           $20,000,000
          C                        A            $20,000,000
          D                        BBB          $21,000,000
          E                        BB           $15,000,000
          Subordinated notes       NR           $28,000,000

             * All classes of notes are secured,
                except for the subordinated securities.

                    NR - Not rated.


LOUISIANA LOCAL: Moody's Cuts Rating on Junior 2003 Bonds to Ba1
----------------------------------------------------------------
Moody's Investors Service downgraded to Baa3 from Baa1 the ratings
for Louisiana Local Government Environmental Facilities and
Community Development Housing Revenue Bonds Senior Series 2003 A&B
and downgraded to Ba1 from Baa3 the Junior 2003 C Series.  The
credit has been removed from Watchlist, but outlook is negative
based on recent audited financial performance and conflicting
information regarding both financial condition and management
performance at the property.

Legal security:

   -- Special obligation of the issuer.  Bonds are secured by
      rental revenue and any funds pledged to bondholders under
      the trust indenture.

Strengths:

   -- All Debt Service Reserve Funds have balances at their
      required amounts and monies are being held in a Guaranteed
      Investment Contract at 4.57%.

   -- The trustee reports surplus funds in excess of $29,000 as
      of October 2006 and a Reserve and Replacement account that
      is fully funded at $65,000.

   -- Strong legal structure requires a minimum of $10,000 held
      in surplus plus debt service coverage ratio of 1.4 before
      surplus monies may be released from indentured funds.

   -- Moody's Ecomony.com projects high employment growth for the
      city of Baton Rouge with per capita income that will remain
      below the US average.  This will perhaps continue to
      bolster the attractiveness of affordable housing options in
      the area as single family homes continue to be just out of
      reach for most low-income residents.

Challenges:

   -- Continued conflict between property owner and manager may
      impede effective oversight at Oakleigh Apartments in the
      long term.  Moody's does not have a clear understanding as
      to the veracity of claims made with respect to this
      conflict and thus has no opinion on it.  However, to the
      extent that the conflict remains unresolved, it poses a
      significant risk to the proper management and oversight of
      operating activities at the property.

   -- According to each of the last two audited financial
      statements for the fiscal years ending December 31, 2004
      and 2005, debt service coverage on the senior tranche of
      bonds has been considerably below the underwritten 1.40;
      the ratio is calculated as 1.27 and 1.26 for 2004 and 2005,
      respectively.  Although improvement in occupancy should
      bolster performance in 2006, the main driver of the lower
      than expected coverage numbers is large repair and
      maintenance costs.  Moody's believes that part
      of this cost represents capital expenditures for the
      property, thus mitigating our concern about coverage to
      some extent.

The Outlook has been changed to negative based on lower than
expected audited performance.  Further, disagreements at the
property seem likely to continue over the near-term; a situation
that could possibly hinder performance.

What could change the rating - up:

   -- Improvement of debt service coverage ratio

What could change the rating - down:

   -- Continued deterioration of coverage


LUXELL TECH: Creditors Accept Proposed Restructuring Plan
---------------------------------------------------------
The creditors of Luxell Technologies Inc. unanimously voted to
accept the Company's proposed restructuring plan.

The proposal remains subject to the approval of the Court.

BDO Dunwoody Limited, which is acting as the trustee, was
represented by Eugene Migus, CA, CIRP, Senior Vice President with
BDO, who said he was pleased to see such an unusually high level
of support for the Company's proposal and its future objectives.

John MacDonald, Chairman of Luxell Technologies said that he was
also "...encouraged that our restructuring proposal has received
the acceptance of our creditors and that the Company can look
forward to building value for the benefit of all of our
stakeholders as this is what our new Board has been focused on
since November 2005 when the new Board was appointed."

Alec Couckuyt, CEO of Luxell said "...it was unfortunate that we
have had to work with the uncertainty that was created by the
proposal process during the last month and a half but now that we
have secured the support of our creditors for our restructuring
efforts, we can concentrate all of our efforts on the job at hand,
building on the technology, the know-how and hi-value products
which have been developed here over the years. I'm looking forward
to our future.

"This vote of confidence by our Creditors is an important
endorsement of our restructuring efforts and combined with the
unwavering support of our clients, suppliers and employees, this
milestone forms a strong base to building a stronger new company."

                          About Luxell

Luxell Technologies Inc. (TSX: LUX) -- http://www.luxell.com/
http://www.aktelux.com/and http://www.luxellresearch.com/--  
designs, manufactures and licenses flat panel display technologies
and solutions for defence and avionics industries through its
operating divisions Aktelux and Luxell Research.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2006,
the Company sought new financing for $1 million to provide the
Company with working capital as well as to fund C.O.D. payments to
suppliers.  The additional term debt is intended to provide
holders of promissory notes with assurance that if the assets of
the Company were sold they would not be prejudiced for having
accepted the proposal.

The Company is also examining the structuring of a further
$5 million convertible debenture and what the terms and conditions
of such additional financing would entail.


MEDIMEDIA USA: Moody's Junks Rating on $150 Million Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned these first time ratings to
MediMedia USA Inc:

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

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

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

   -- Corporate Family Rating, assigned B2

   -- Probability of Default Rating, assigned 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 October 5, 2006, the company was acquired by equity funds
managed by Vestar Capital Management, in a transaction valued at
$611 million (net of tax benefits), including approximately
$265 million of cash equity ($88 million in common stock and
$177 million in unrated preferred stock).  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. is a
provider of 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.


MILWAUKEE NOTIONS: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Milwaukee Notions, Inc.
        fka KRK Inc. of Racine
        fka Milwaukee Nations, Inc.
        1006 Vine Street
        Union Grove, WI 53182

Bankruptcy Case No.: 06-25918

Type of Business: The Debtor is a Christian-based company owned
                  and operated by the Kunstman family.  It retails
                  general merchandise and diabetic testing
                  supplies.  See http://www.milwaukeenotions.net/

Chapter 11 Petition Date: October 20, 2006

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Albert Solochek, Esq.
                  Howard, Solochek & Weber, S.C.
                  324 East Wisconsin Avenue
                  Milwaukee, WI 53202
                  Tel: (414) 272-0760

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Johnson & Johnson                Injunction and     $10,000,000
One Johnson & Johnson Plaza      Damages
New Brunswick, NJ 08933

LifeScan, Inc.                   Injunction and     $10,000,000
1000 Gibraltar Drive             Damages
Milpitas, CA 95035

Quality King                     Trade Debt             $13,323
2060 9th Avenue
Ronkonkoma, NY 11779

Med Health Direct                Trade Debt             $12,134
4566 North Hiatus Road
Sunrise, FL 33351

MC Distributors, LLC             Trade Debt             $10,000
2501 Northwest 34th Place
Suite 35
Pompano Beach, FL 33069

CB Distributors, Inc.            Trade Debt              $6,419

JacMad, Inc.                     Trade Debt              $3,663

CS Industries                    Trade Debt              $1,520

P&G Associates                   Trade Debt                $530


MINDREADY SOLUTIONS: Earns $8.6 Million in Second Quarter of 2006
-----------------------------------------------------------------
Mindready Solutions Inc. reported its financial results for the
second quarter ended June 30, 2006.

Sales for the second quarter of 2006 were $5 million, an increase
of $800,000 compared with $4.2 million for the same period in
2005.  This increase is mainly driven by:

   -- the sales generated by the businesses acquired during fiscal
      2005, Specialized Test Engineering Inc. in Colorado and
      Radical Systems Inc. in Alabama, and

   -- the increase in sales generated by Mindready's subsidiary
      based in Northern Ireland.

Operating losses before amortization of property and equipment,
interest expense (income), exchange gains, stock-based
compensation and non-recurring charges was $331,000 for the second
quarter of 2006 compared with $35,000 for the corresponding period
in 2005.

The second quarter 2006, however, ended with net earnings of
$8.6 million compared with a net loss of $296,000 for the
corresponding period in 2005.  These net earnings are due to the
non-recurring gains related to the previously announced out-of-
court settlement of all outstanding litigation and claims related
to United Tri-Tech Corporation (UTTC).  This settlement entailed
the cancellation of $12 million of liabilities, which combined
with other non recurring charges related to the UTTC situation had
a positive impact of $9.6 million on net earnings for the second
quarter after considering the tax impact

By filing its second quarter 2006 results, Mindready confirms that
the management ceases trade order, put in place and maintained
since April 3, 2006, will be revoked by the regulatory authorities
upon their final review and approval of the documents filed on
SEDAR.

"Publishing second quarter results makes us fully compliant with
our filing requirements delayed by the problems with UTTC.
Although these problems have taken considerable energies from our
main operations, they are now behind us and our sole focus is now
to grow revenues, continue to monitor our cost structure
diligently, further develop high potential products and consider
new acquisitions," president and chief executive officer Marc Lamy
said.

At June 30, 2006, the Company's balance sheet showed $14,907,000
in total assets, $9,154,000 in total liabilities, and $5,753,000
in total stockholders' equity.  The Company had a $3,312,000
deficit at March 31, 2006.

Mindready Solutions Inc. (TSX: MNY) -- http://www.mindready.com/
-- is a supplier of innovative solutions for test and embedded
systems serving the aerospace & defense, automotive &
transportation, and telecommunications markets from design to
manufacturing.  Some of Mindready's clients are Alcatel, Boeing,
Faurecia, FlightSafety International, Lockheed Martin, Samsung,
Nortel, Northrop Grumman, Rockwell Collins, and Visteon.


MORTGAGEIT TRUST: Good Credit Support Cues S&P to Affirm Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 87
classes of certificates from nine series issued by MortgageIT
Trust.

The affirmations reflect sufficient actual and projected credit
support percentages to maintain the current ratings. All of the
transactions except series 2005-AR1 and 2006-1 receive credit
support from subordination, overcollateralization, and, to a
lesser extent, excess spread.  As of the September 2006 remittance
period, o/c percentages for the transactions were at or slightly
below their targets, while cumulative loss percentages ranged from
0% to 0.02% of the original principal balances.

Total delinquencies are low, ranging from 1.34% to 2.72% of the
current principal balances.  Series 2005-AR1 and 2006-1 both
utilize a senior subordinate structure and are composed of
negative amortization mortgage loans.  These two transactions are
less than 12 months seasoned and have not incurred any losses.
Total delinquencies for series 2005-AR1 and 2006-1 are 2.75% and
2.64% of their original principal balances, respectively.

The certificates from these transactions, except for series 2005-
AR1 and 2006-1, are backed by a mix of prime jumbo and Alt-A
adjustable-rate mortgage loans secured by first and second liens
on one- to four family residential properties with terms no
greater than 30 years.  The collateral backing the certificates
from series 2005-AR1 and 2006-1 consists of first-lien adjustable-
rate, negative amortization loans secured by one- to four-family
residential properties with terms to maturity of 40 years or less.

                       Ratings Affirmed

                       MortgageIT Trust

      Series    Class                              Rating
      ------    -----                              ------
      2004-1    A-1, A-2, M-1                      AAA
      2004-1    M-2                                AA
      2004-1    B-1                                A
      2004-1    B-2                                BBB
      2004-2    A-1, A-2, M-1                      AAA
      2004-2    M-2                                AA
      2004-2    B-1                                A
      2004-2    B-2                                BBB
      2005-1    1-A-1, 1-A-2, 2-A, I-M-1, 2-M-1    AAA
      2005-1    1-M-2, 2-M-2                       AA
      2005-1    2-B-1                              A+
      2005-1    1-B-1                              A
      2005-1    1-B-2                              A-
      2005-2    1-A-1, 1-A-2, 2-A, 1-M-1, 2-M-1    AAA
      2005-2    1-M-2, 2-M-2                       AA
      2005-2    2-B-1                              A+
      2005-2    1-B-1                              A
      2005-3    A-1, A-2, M-1                      AAA
      2005-3    M-2                                AA+
      2005-3    M-3                                AA
      2005-3    M-4                                AA-
      2005-3    B-1                                A
      2005-3    B-2                                BBB+
      2005-3    B-3                                BBB
      2005-4    A-1, M-1                           AAA
      2005-4    M-2                                AA+
      2005-4    M-3                                AA
      2005-4    M-4                                AA-
      2005-4    B-1                                A
      2005-4    B-2                                BBB+
      2005-4    B-3                                BBB
      2005-5    A-1, A-2, M-1                      AAA
      2005-5    M-2                                AA+
      2005-5    M-3                                AA
      2005-5    M-4                                AA-
      2005-5    B                                  A+
      2005-AR1  I-A-1, I-A-2, I-A-3, I-X-1, R      AAA
      2005-AR1  I-M-X, I-B-1                       AA
      2005-AR1  I-B-2                              A+
      2005-AR1  I-B-3                              BBB
      2005-AR1  I-B-4                              BB
      2005-AR1  I-B-5                              B
      2006-1    1-A1, 1-A2, 1-X, AR, 2-A1A         AAA
      2006-1    2-A1B, 2-A1C, 2-X, 2-X-B, 2-PO     AAA
      2006-1    2-PO-B                             AAA
      2006-1    1-B1, 2-B1                         AA
      2006-1    1-B2, 2-B2                         A
      2006-1    1-B3, 2-B3                         BBB
      2006-1    1-B4, 2-B4                         BB
      2006-1    1-B5, 2-B5                         B


MSDWMC OWNER: Moody's Puts on Watch Caa2 Rated $4.6 Million Notes
-----------------------------------------------------------------
Moody's Investors Service puts on watch six classes of notes
issued by MSDWMC Owner Trust 2000-F1 for possible downgrade.

These are the rating actions:

   * Issuer: MSDWMC Owner Trust 2000-F1

     -- $11,706,000 Class B Notes, rated A3, on review for
        possible downgrade

     -- $9,950,000 Class C Notes, rated Baa3, on review for
        possible downgrade

     -- $2,927,000 Class D Notes, rated Ba1, on review for
        possible downgrade

     -- $9,365,000 Class E Notes, rated B1, on review for
        possible downgrade

     -- $1,756,000 Class F Notes, rated B2, on review for
        possible downgrade

     -- $4,683,000 Class G Notes, rated Caa2, on review for
        possible downgrade

The securitized loans were originated by Franchise Finance
Corporation of America and Morgan Stanley Dean Witter Mortgage
Capital.  FFCA was acquired by GE Capital and is now GE Capital
Franchise Finance.  MSDWMC originated loans through American
Commercial Capital.  WFCC currently services the MSDWMC originated
loans while GECFF is the servicer on FFCA originated loans.

The ratings actions are a result of recent developments in the
collateral pool, including losses realized in recent months, as
well as further expected losses related to an obligor in
receivership.  The ratings review will focus on the degree to
which these developments and other specially serviced loans might
ultimately impact the credit quality of the Notes.

The Class A notes are rated Aaa based on an insurance policy from
MBIA Insurance Corporation and are not affected by the ratings
action.


MSGI SECURITY: Faces NASDAQ Delisting, Must Comply Within 15 Days
-----------------------------------------------------------------
MSGI Security Solutions Inc. received a determination notice for
immediate delisting the Company's shares.  The notice was
unexpected given recent conversations with NASDAQ listings
qualification staff.  The Company trading symbol was changed to
MSGI.PK and is now trading over the pink sheets.

MSGI intends to regain compliance with the minimum stockholders
equity requirement within 15 days and plans to immediately file an
appeal under NASDAQ Marketplace regulations.

The Company is expecting to regain stockholders equity compliance
through a two-step process, as follows:

   a) MSGI is currently negotiating a preferred equity instrument
      with creditors to reduce liabilities by approximately $4
      million, thereby creating neutral stockholders equity; and

   b) MSGI is also negotiating an asset purchase transaction
      through a preferred equity instrument with a strategic
      business partner, which is expected to enable the Company
      to meet the $2.5 million stockholders equity requirement.

The Company documented both transactions and plans to submit a
pro-forma balance sheet to the NASDAQ demonstrating stockholders
equity compliance within 15 days.

"We are disappointed at this chain of events, as we have been
working diligently to regain compliance," said Jeremy Barbera,
chairman and CEO of MSGI.  "Our inability to gain access to
certain information from our former foreign subsidiary delayed our
filing of a complete 10-K, which in turn delayed the final
negotiation of the above-referenced transactions.  The delisting
notice, while very unfortunate, does not affect our ability to
continue to implement our business model."

MSGI and Hyundai Syscomm are in the process of completing several
agreements as part of their new long-term relationship --
including a three year subcontracting deal, with related
performance-driven warrants, for utilization in Southeast Asia
beginning next month.  The preliminary emphasis of this
partnership will be focused on perimeter security for critical
infrastructures and cross-border security in several countries.
Details on the three-year subcontracting relationship will be
announced next week.

                       About MSGI Security

Headquartered in New York City, MSGI Security Solutions, Inc.
(Nasdaq: MSGI) -- http://www.msgisecurity.com/-- provides
proprietary security products and services to commercial and
governmental organizations worldwide, including the U.S.
Department of Homeland Security and U.S. Department of Justice,
with a focus on cutting-edge encryption technologies for
surveillance, intelligence monitoring, and data protection.  From
its offices in the U.S. and Europe, the company serves the needs
of counter-terrorism, public safety, and law enforcement agencies.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 26, 2005,
Amper, Politzner & Mattia P.C. expressed substantial doubt about
MSGI Security Solutions, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended June 30, 2005.  The auditing firm points to
the Company's recurring losses from operations; negative cash flow
from operations; and significant deficit in working capital.


NATIONAL GAS: Brings In Neal Bradsher as Financial Consultant
-------------------------------------------------------------
Richard M. Hutson II, the chapter 11 trustee appointed in National
Gas Distributors LLC's bankruptcy case, obtained permission from
the U.S. Bankruptcy Court for the Eastern District of North
Carolina to employ James E. Neal and the firm Neal, Bradsher &
Taylor PA as financial consultant and expert witness.

Mr. Neal and his firm will provide the Debtor with additional
litigation support services.

Specifically, the firm will:

   a) review and analyze financial books and records to determine
      the assets and liabilities of the Debtor;

   b) review and analyze claims filed by the Debtor's creditors;

   c) review and analyze transactions between the Debtor and other
      parties to determine whether the transactions constitute
      preferential transfers or fraudulent conveyances, prepare
      expert reports regarding the analysis, and testify as needed
      with respect to any adversary proceeding involving the
      estate; and

   d) review and analyze the insolvency or inadequacy of
      capitalization of the Debtor and other activities and
      financial analysis as may be requested.

Mr. Neal and other Neal Bradsher personnel initially expected to
perform services under this engagement and their hourly billing
rates are:

   Professional                         Hourly Rate
   ------------                         -----------
   James E. Neal                           $225
   Gary C. Hull                             200
   Christopher A. Tikvart                   165
   Rod Soberano                             100
   Lani Perdue                              100

Mr. Neal assures the Court that he and his firm does not hold any
interest adverse to the Debtor's estate and are disinterested
persons pursuant to Section 101(14) of the Bankruptcy Code.

National Gas Distributors, LLC -- http://www.gaspartners.com/--  
supplied natural gas, propane, and oil to industrial, municipal,
military, and governmental facilities.  As of mid-December 2005,
the Company effectively ceased business operations due to
inadequate remaining capital and its inability to arrange for the
purchase and delivery of natural gas to its customers.  The
Company filed for bankruptcy on January 20, 2006 (Bankr. E.D.N.C.
Case No. 06-00166).  Ocie F. Murray, Jr., Esq., at  Murray Craven
& Inman LLP represented the Debtor in its restructuring efforts.
Richard M. Hutson, II, serves as the Chapter 11 Trustee, and is
represented by Emily C. Weatherford, Esq., and John A. Northen,
Esq., at Northen Blue LLP.  When the Debtor filed for bankruptcy,
it estimated between $1 million to $10 million in assets and $10
million to $50 million in debts.


NATIONAL LAMPOON: Appoints Duncan Murray to its Board of Directors
------------------------------------------------------------------
National Lampoon Inc. has appointed Duncan Murray to its board of
directors.  Mr. Murray replaces Ron Berger.

From 1998 to his retirement in 2004, Mr. Murray served as vice
president, Business and Legal Affairs, of Santa Monica based
Transactional Marketing Partners, Inc., a direct response
television consulting firm.

Before joining TMP, from August 1986 through January of 2003,
Mr. Murray served as the Company's vice president of Marketing
and, prior to that, worked with The Walt Disney Company for 14
years in a variety of capacities including vice president Sales
Administration for The Disney Channel and Director of Sales for
Walt Disney Telecommunications Company.

While at The Walt Disney Company, Mr. Murray was an integral part
of the small team that created and launched The Disney Channel.
During his tenure as vice president of Marketing for National
Lampoon, he oversaw shareholder relations, published the final
three issues of National Lampoon Magazine, and managed
negotiations with Artisan Entertainment for attachment of the
Company's name to the feature film National Lampoon's Van Wilder.

Mr. Murray currently serves as a Director, Secretary and Treasurer
of The Greenburg Family Foundation, a health issues-related
philanthropic organization headquartered in Santa Monica and Palm
Springs, California.

The Board of Directors has made an affirmative determination that
Mr. Murray is an independent director, as defined in section 121
of the Rules of the American Stock Exchange.

Mr. Murray does not have, nor has he had during the past two
years, a direct or indirect material interest in any transaction
with the Company.

National Lampoon, Inc. -- http://www.nationallampoon.com/--  
(AMEX:NLN) fka J2 Communications, Inc., is active in a broad array
of entertainment segments, including feature films, television
programming, interactive entertainment, home video, audio CDs and
book publishing.  The Company owns interests in all major National
Lampoon properties, including National Lampoon's Animal House, the
National Lampoon Vacation series and National Lampoon's van
Wilder.  The National Lampoon Network serves over 600 colleges and
universities throughout the U.S. and reaches as many as 4.8
million 18-to-24-year-old college students.  It has four operating
divisions: National Lampoon Network, Entertainment Division,
Publishing Division and Licensing Division.

J2 Communications, Inc., was engaged in the acquisition,
production and distribution of videocassette programs for retail
sale.  In 1991, J2 acquired all of the outstanding shares of
National Lampoon, Inc., and subsequent to J2's acquisition of NLI,
it de-emphasized its videocassette business and publishing
operations and began to focus on exploitation of the National
Lampoon(TM) trademark.  J2 reincorporated in Delaware under the
name National Lampoon, Inc., in November 2002.

                      Going Concern Doubt

In its Form 10-Q filing for the quarter ended April 30, 2006,
National Lampoon's management disclosed that the Company's net
losses of $8,669,170 and $5,127,107 in the prior two years, net
loss of $4,321,539 during the first nine months of the 2006 fiscal
year, and accumulated deficit of $36,215,567 at April 30, 2006,
raise concerns about its ability to continue as a going concern.


NORTHWEST 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 revised or held its
probability-of-default ratings and assigned loss-given-default
ratings on these loans and bond debt obligations issued by
Northwest Pipeline Corporation:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   9% Sr. Unsec.
   Debentures due 2022    Ba1      Ba1     LGD3        35%

   7.125% Sr. Unsec.
   Debentures due 2025    Ba1      Ba1     LGD3        35%

   6.625% Sr. Unsec.
   Debentures due 2007    Ba1      Ba1     LGD3        35%

   7% Sr. Unsec. Gtd.
   Global Notes
   due 2016               Ba1      Ba1     LGD3        35%

   8.125% Sr. Unsec.
   Global Notes
   due 2010               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%).

Based in Salt Lake City, Utah -- Northwest Pipeline Corporation's
principal activity is to own and operate an interstate natural gas
pipeline system, including facilities for mainline transmission
and gas storage.


NUTRAQUEST INC: Exclusive-Filing Period Extended Until November 8
-----------------------------------------------------------------
The Honorable Garrett E. Brown, Jr., of the U.S. District Court
for the District of New Jersey extended Nutraquest Inc.'s
exclusive period to file a plan of reorganization until Nov. 8,
2006.

Judge Brown also extended the Debtor's exclusive period to solicit
acceptances of that plan until Jan. 8, 2007.

The Debtor filed Feb. 17, 2006, its plan of reorganization and the
District Court approved June 1, 2006, the Debtor's disclosure
statement for the Second Modified Plan of Reorganization.

The mediation of the personal injury and wrongful death claims
against the Debtor and non-debtor third parties has been
successfully concluded.  A total of 174 PI Claims have either been
conditionally valued or dismissed.  An agreement has been reached
between the Debtor and certain of the non-debtor third parties to
fund the conditionally valued claims.

In addition to the PI Claims against the Debtor, there are a
number of claims alleging false advertising against the Debtor and
other defendants.  The Advertising Claims were referred to
mediation before the Honorable Nicholas J. Politan, U.S.D.J.
(retired), and all except for the action commenced by the Federal
Trade Commission have been resolved, subject to confirmation of
the Debtor's Chapter 11 plan.

Specifically, the parties have executed formal settlement
agreements, obtained preliminary approval from the District Court,
and provided class notice with respect to two class claims filed
in the Debtor's bankruptcy case.  A lawsuit brought by the
California Attorney General and several California district
attorneys has also been settled.

The parties to the FTC action as to one product formerly
distributed by the Debtor have reached an agreement in principle
on monetary relief, but remain in final negotiations concerning
certain of the remaining terms of a proposed settlement.

Although the mediation of the Advertising Claims has proved
extremely successful, the FTC action has not yet been settled.
Certain important non-monetary terms remain unresolved and the
resolution of the FTC action is a condition precedent to the
Plan's effectiveness, as well as a condition precedent to the
provision of funds under the Funding Agreement, critical to
consummation of the Plan.

Headquartered in Manasquan, New Jersey, Nutraquest, Inc., is the
marketer of the ephedra-based weight loss supplement, Xenadrine
RFA-1.  The Company filed for chapter 11 protection on October 16,
2003 (Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and
Simon Kimmelman, Esq., at Sterns & Weinroth, P.C., represent the
Debtor in its restructuring efforts.  Natalie D. Ramsey, Esq., at
Montgomery, McCracken, Walker & Rhoads LLP represents the Official
Committee of Unsecured Creditors.  When the Company filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


OAKLEIGH APARTMENTS: Moody's Lowers Rating on Junior Bonds to Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded to Baa3 from Baa1 the ratings
for Louisiana Local Government Environmental Facilities and
Community Development Housing Revenue Bonds Senior Series 2003 A&B
and has downgraded to Ba1 from Baa3 the Junior 2003 C Series.  The
credit has been removed from Watchlist, but outlook is negative
based on recent audited financial performance and conflicting
information regarding both financial condition and management
performance at the property.

Legal security:

   -- Special obligation of the issuer.  Bonds are secured by
      rental revenue and any funds pledged to bondholders under
      the trust indenture.

Strengths:

   -- All Debt Service Reserve Funds have balances at their
      required amounts and monies are being held in a Guaranteed
      Investment Contract at 4.57%.

   -- The trustee reports surplus funds in excess of $29,000 as
      of October 2006 and a Reserve and Replacement account that
      is fully funded at $65,000.

   -- Strong legal structure requires a minimum of $10,000 held
      in surplus plus debt service coverage ratio of 1.4 before
      surplus monies may be released from indentured funds.

   -- Moody's Ecomony.com projects high employment growth for the
      city of Baton Rouge with per capita income that will remain
      below the US average.  This will perhaps continue to
      bolster the attractiveness of affordable housing options in
      the area as single family homes continue to be just out of
      reach for most low-income residents.

Challenges:

   -- Continued conflict between property owner and manager may
      impede effective oversight at Oakleigh Apartments in the
      long term.  Moody's does not have a clear understanding as
      to the veracity of claims made with respect to this
      conflict and thus has no opinion on it.  However, to the
      extent that the conflict remains unresolved, it poses a
      significant risk to the proper management and oversight of
      operating activities at the property.

   -- According to each of the last two audited financial
      statements for the fiscal years ending December 31, 2004
      and 2005, debt service coverage on the senior tranche of
      bonds has been considerably below the underwritten 1.40;
      the ratio is calculated as 1.27 and 1.26 for 2004 and 2005,
      respectively.  Although improvement in occupancy should
      bolster performance in 2006, the main driver of the lower
      than expected coverage numbers is large repair and
      maintenance costs.  Moody's believes that part
      of this cost represents capital expenditures for the
      property, thus mitigating our concern about coverage to
      some extent.

The Outlook has been changed to negative based on lower than
expected audited performance.  Further, disagreements at the
property seem likely to continue over the near-term; a situation
that could possibly hinder performance.

What could change the rating - up:

   -- Improvement of debt service coverage ratio

What could change the rating - down:

   -- Continued deterioration of coverage


ORION HEALTHCORP: Extends First & Second Notes Maturity to Nov. 30
------------------------------------------------------------------
Orion HealthCorp Inc. and Brantley IV executed the Third Amendment
to the First and Second Note, extending the Notes' maturity date
to Nov. 30, 2006.

Brantley Partners IV, L.P., on March 16, 2005, loaned the Company
an aggregate of $1,025,000 and the Company, on June 1, 2005,
executed a convertible subordinated promissory note in the
principal amount of $1,025,000, the "First Note", payable to
Brantley IV to evidence the terms of the First Loan.

On April 19, 2005, Brantley IV loaned the Company an additional
$225,000.  On June 1, 2005, the Company executed a second
convertible subordinated promissory note in the principal amount
of $225,000 payable to Brantley IV to evidence the terms of the
Second Loan.

The maturity dates of both First and Second Notes, through a
series of amendments, were previously extended until
Oct. 15, 2006.

A full text-copy of the Third amendment to the Convertible
Subordinated Promissory Notes may be viewed at no charge at
http://ResearchArchives.com/t/s?13d0

                         About Brantley

Brantley Partners -- http://www.brantleypartners.com-- is a
private equity organization with offices in Ohio and California.
Brantley's limited partners are primarily institutional investors
including pension funds, insurance companies and banks.  Brantley
acts as an originator and lead investor in its investments.

                     About Orion HealthCorp

Orion HealthCorp, Inc. -- http://www.orionhealthcorp.com/--  
provides complementary business services to physicians through
three business units: SurgiCare, Inc., serving the freestanding
ambulatory surgery center market; Integrated Physician Solutions,
Inc., providing business services to pediatric practices and
technology solutions to general and specialized medical practices;
and Medical Billing Services, Inc., providing physician billing
and collection services and practice management solutions to
hospital-based physicians.

                      Going Concern Doubt

UHY Mann Frankfort Stein and Lipp CPAs, LLP, in Houston, Texas,
raised substantial doubt about Orion HealthCorp'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 negative cash flows.


PELTS & SKINS: Files Amended Schedules of Assets and Liabilities
----------------------------------------------------------------
Pelts & Skins L.L.C. and its debtor-affiliate, PS Chez Sidney LLC,
delivered to the U.S. Bankruptcy Court for the Eastern District of
Louisiana in New Orleans their amended schedules of assets and
liabilities, disclosing:

                       Pelts & Skins L.L.C.
                       --------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $3,631,444
  B. Personal Property             $329,221
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $12,628,254
  E. Creditors Holding
     Unsecured Priority Claims                          $31,089
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                          $9,698,976
                                    -------         -----------
     Total                       $3,960,665         $22,358,320

                        PS Chez Sidney LLC
                        ------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                 $784,877
  B. Personal Property           $1,046,384
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $10,663,998
  E. Creditors Holding
     Unsecured Priority Claims                          $10,471
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                            $222,956
                                 ----------         -----------
     Total                       $1,831,261         $10,897,427

Headquartered in Covington, Louisiana, Pelts & Skins, L.L.C. --
http://www.pelts.com/-- produces, processes, and sells alligator
skins to tanneries throughout the United States.  The Company's
subsidiary, PS Chez Sidney, LLC, distributes alligator meat
packaged as Chef Penny's brand.  The Company and its subsidiary
filed for chapter 11 protection on Aug. 1, 2006 (Bankr. E.D. La.
Case No. 06-10742).  Douglas S. Draper, Esq., at Heller, Draper,
Hayden, Patrick & Horn, L.L.C., represents the Debtor.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million and $50 million.


PATH 1: Posts $1.78 Million 2006 Second Quarter Net Loss
--------------------------------------------------------
Path 1 Network Technologies Inc. has filed its second quarter
financial statements for the three-month period ended
June 30, 2006 with the Securities and Exchange Commission.

The company posted a net loss of $1,784,000 from revenues of
$826,000 for the quarter ended June 30, 2006.

At June 30 2006, the Company's balance sheet showed $3,017,000 in
total assets and $6,315,000 in total liabilities, resulting in a
$3,298,000 stockholders' deficit.

The Company's June 30,2006 balance sheet also showed strained
liquidity with $1,913,000 in total current assets and $3,974,000
in total current liabilities.

Full-text copies of the Company's financial statements for the
three months ended June 30, 2006 are available for free
at http://researcharchives.com/t/s?13cf

                       Going Concern Doubt

Swenson Advisors, LLP, in New York, raised substantial doubt about
Path 1 Network Technologies 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 operating losses and inability to raise
additional capital.

Path 1 Network Technologies Inc. provides a variety of software
and services used for real-time, high-quality audio and video-on-
demand distribution over Internet Protocol.  Its Cx1000 broadcast
video gateway is used to transmit and receive ASI and SDI video
images over FastE and Gigabit Ethernet network interfaces. Paulson
Capital owns almost 14% of the Company.


RAMP SERIES: S&P Cuts Rating on Class M-3 Certs. & Puts Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the M-1
classes from RAMP Series Trust's series 2002-RZ2 and 2002-RZ3.
Concurrently, the ratings on the M-3 classes from the same
transactions are lowered to 'BB' from 'BBB' and placed on
CreditWatch with negative implications.

In addition, ratings are affirmed on 137 classes issued by 17 RAMP
Trust transactions with "RZ" suffixes.  RAMP, Residential Asset
Mortgage Products Inc., is an affiliate of Residential Funding
Corp.

The upgrades are based on the shifting interest structure of the
transactions, which has caused the projected credit support to
grow to at least 3.5x the levels associated with the higher
ratings.  Additionally, both transactions have paid down to less
than 12% of their original pool balances, and the senior
certificates have been paid down completely.  Furthermore, both
transactions with raised ratings are currently failing their
delinquency triggers, thus preventing credit support from stepping
down.

The lowered ratings being placed on CreditWatch negative reflect
collateral performance that has caused realized losses to exceed
monthly excess interest cash flow.

This has compromised overcollateralization and may lead to
potential principal write-downs to the class M-3 certificates.
The o/c amount for series 2002-RZ2 is $912,415, and nearly
$5.4 million of the mortgage loans are considered severely
delinquent (90-plus days, foreclosure, and REO).  In the case of
series 2002-RZ3, loss projections indicate that the current
performance trend may result in a principal write-down to the M-3
class within 18 months.  The o/c amount for series 2002-RZ3 is
$2,272,086, versus $6,150,477 of mortgage loans in the severely
delinquent category.  Cumulative realized losses, as a percentage
of the original pool balances, totaled 1.59% ($5,801,788) and
1.78% ($10,304,095) for series 2002-RZ2 and 2002-RZ3,
respectively.

Standard & Poor's will continue to closely monitor the performance
of the transactions with ratings on CreditWatch negative to ensure
that the ratings accurately reflect the risks associated with
these securities.

The affirmed ratings reflect sufficient levels of credit support
to maintain the current ratings, despite moderate-to-high
delinquencies.  The affirmed ratings on the bond-insured
transactions reflect the financial strength rating of Ambac
Assurance Corp.

Credit support for the RAMP Trust transactions is provided by
subordination, excess spread, and overcollateralization.

The underlying collateral for these transactions consists of
first-lien fixed-rate high LTV loans secured by one- to four-
family residential properties.

                        Ratings Raised

                          RAMP Trust
                    Mortgage asset-backed
                  pass-through certificates

                                        Rating
                                        ------
             Series      Class    To               From
             ------      -----    --               ----
             2002-RZ2    M-1      AAA              AA+
             2002-RZ3    M-1      AA+              AA

       Ratings Lowered and Placed on Creditwatch Negative

                          RAMP Trust
                    Mortgage asset-backed
                  pass-through certificates

                                       Rating
                                       ------
            Series      Class    To               From
            ------      -----    --               ----
            2002-RZ2    M-3      BB/Watch Neg     BBB
            2002-RZ3    M-3      BB/Watch Neg     BBB

                       Ratings Affirmed

                          RAMP Trust
                    Mortgage asset-backed
                  pass-through certificates

        Series     Class                             Rating
        ------     -----                             ------
        2000-RZ1   A-3*                              AAA
        2002-RZ2   M-2                               A
        2002-RZ3   M-2                               A
        2002-RZ4   A*                                AAA
        2003-RZ1   A-I-4*, A-I-5*, A-I-6*, A-I-7*    AAA
        2003-RZ1   A-II*                             AAA
        2003-RZ2   A-1*                              AAA
        2003-RZ2   M-1                               AA
        2003-RZ2   M-2                               A
        2003-RZ2   M-3                               BBB
        2003-RZ3   A-4, A-5A, A-5B, A-6              AAA
        2003-RZ3   M-1                               AA
        2003-RZ3   M-2                               A
        2003-RZ3   M-3                               BBB
        2003-RZ4   A-3, A-4, A-5, *A-6, A-7          AAA
        2003-RZ4   M-1                               AA
        2003-RZ4   M-2                               A
        2003-RZ4   M-3                               BBB
        2003-RZ5   A-3, A-4, A-5, A-6-A, *A-6-B      AAA
        2003-RZ5   A-7, A-V                          AAA
        2003-RZ5   M-1                               AA
        2003-RZ5   M-2                               A
        2003-RZ5   M-3                               BBB
        2004-RZ1   A-I-3, A-I-4, A-I-5, A-I-6        AAA
        2004-RZ1   A-I-7, A-II                       AAA
        2004-RZ1   M-1                               AA
        2004-RZ1   M-2                               A
        2004-RZ1   M-3                               BBB+
        2004-RZ1   M-4                               BBB
        2004-RZ1   M-5                               BBB-
        2004-RZ2   A-I-3*, A-I-4*, A-I-5*, A-I-6*    AAA
        2004-RZ2   A-II*                             AAA
        2004-RZ3   A-I-3, A-I-4, A-I-5, A-I-6        AAA
        2004-RZ3   A-IO, A-II-1, A-II-2, A-II-3      AAA
        2004-RZ3   M-I-1, M-II-1                     AA
        2004-RZ3   M-I-2, M-II-2                     A
        2004-RZ3   M-I-3, M-II-3                     BBB+
        2004-RZ3   M-I-4, M-II-4                     BBB
        2004-RZ4   A-1, A-2, A-3                     AAA
        2004-RZ4   M-1                               AA+
        2004-RZ4   M-2                               AA-
        2004-RZ4   M-3                               A
        2004-RZ4   M-4                               A-
        2004-RZ4   M-5                               BBB+
        2004-RZ4   M-6                               BBB
        2004-RZ4   M-7                               BBB-
        2004-RZ4   B                                 BB
        2005-RZ1   A-1, A-2, A-3                     AAA
        2005-RZ1   M-1                               AA+
        2005-RZ1   M-2                               AA
        2005-RZ1   M-3                               AA-
        2005-RZ1   M-4                               A+
        2005-RZ1   M-5                               A
        2005-RZ1   M-6                               A-
        2005-RZ1   M-7                               BBB+
        2005-RZ1   M-8                               BBB
        2005-RZ1   M-9                               BBB-
        2005-RZ1   B-1                               BB+
        2005-RZ1   B-2                               BB
        2005-RZ1   B-3                               BB-
        2005-RZ2   A-I-1, A-I-2, A-I-3, A-I-4        AAA
        2005-RZ2   A-II                              AAA
        2005-RZ2   M-1                               AA+
        2005-RZ2   M-2                               AA
        2005-RZ2   M-3                               AA-
        2005-RZ2   M-4                               A+
        2005-RZ2   M-5                               A-
        2005-RZ2   M-6                               BBB+
        2005-RZ2   M-7                               BBB
        2005-RZ2   M-8                               BBB-
        2005-RZ2   B-1                               BB+
        2005-RZ2   B-2                               BB
        2005-RZ2   B-3                               BB-
        2005-RZ3   A-1, A-2, A-3                     AAA
        2005-RZ3   M-1, M-2                          AA+
        2005-RZ3   M-3, M-4                          AA
        2005-RZ3   M-5                               AA-
        2005-RZ3   M-6                               A+
        2005-RZ3   M-7, M-8                          A
        2005-RZ3   M-9                               A-
        2005-RZ3   M-10                              BBB+
        2005-RZ4   A-1, A-2, A-3                     AAA
        2005-RZ4   M-1                               AA+
        2005-RZ4   M-2                               AA
        2005-RZ4   M-3                               AA-
        2005-RZ4   M-4                               A+
        2005-RZ4   M-5                               A
        2005-RZ4   M-6                               A-
        2005-RZ4   M-7                               BBB+
        2005-RZ4   M-8                               BBB
        2005-RZ4   B                                 BBB-

* Denotes bond-insured classes with ratings that reflect the
  financial strength of the bond insurer.


RAPID PAYROLL: Court Approves Winthrop as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave the Official Committee of Unsecured Creditors in Rapid
Payroll, Inc.'s chapter 11 case, authority to retain Winthrop
Couchot Professional Corp. as its counsel, nunc pro tunc to
May 22, 2006.

As reported on the Troubled Company Reporter on July 14, 2006,
Winthrop Couchot is expected to:

   a) provide legal advice with respect to the Committee's
      duties, responsibilities and powers in the bankruptcy
      proceeding;

   b) assist the Committee in investigating the acts, conduct,
      assets, liabilities and financial condition of the Debtor
      and its insiders and affiliates;

   c) provide the Committee with legal advice and representation
      with respect to the negotiations, confirmation and
      implementation of a chapter 11 plan;

   d) provide the Committee with legal advice with respect to the
      distributions of the Debtor's assets, the prosecution of
      claims against various third parties, and any other matters
      relevant to the Debtor's case, or the formulation of a plan
      of reorganization in the bankruptcy proceedings;

   e) provide the Committee with legal advice and representation,
      if appropriate, with respect to the appointment of a
      trustee or examiner; and

   f) provide the Committee with legal advice and representation
      in any other legal proceeding, whether adversary or
      otherwise, involving the interests represented by the
      Committee.

Winthrop Couchot shareholder Marc J. Winthrop, Esq., says he bills
$565 per hour for his services.  Mr. Winthrop discloses that the
firm's other professionals bill:

     Professional                    Hourly Rate
     ------------                    -----------
     Robert E. Opera                     $550
     Sean A. O'Keefe                     $550
     Paul J. Couchot                     $525
     Richard H, Golubow                  $395
     Peter W. Lianides                   $395
     Garrick A. Hollander                $375
     William J. Wall                     $295
     Legal Assistants:
       P.J. Marksbury                    $190
       Joan Ann Murphy                   $190
     Legal Assistant Associates       $80 - $150

Mr. Winthorp assured the Court that the Firm does not hold any
interest adverse to the Debtor and is "disinterested" as that term
is defined in Sec. 101(14) of the Bankruptcy Code.

Headquartered in Orange, California, Rapid Payroll Inc. fka Olsen
Computer Systems, was in the business of licensing payroll
processing software called Rapidpay and providing maintenance,
support and updates for the software to its licensees.  The
Company was later acquired in November 1996 by Paychex, Inc.
Rapid Payroll filed for chapter 11 protection on May 4, 2006
(Bankr. C.D. Calif. Case No. 06-10631).  The firm of Robinson,
Diamant & Wolkowitz, APC serves as the Debtor's counsel.  On
June 28, 2006, the Court authorized the Debtor to hire the firm of
Irell & Manella LLP as its special litigation counsel through and
including August 31, 2006.  When the Debtor filed for protection
from its creditors, it estimated assets between
$1 million and $10 million and estimated debts between
$10 million and $50 million.


RED MOUNTAIN: Fitch Holds B Rating on $1.6 Million Certificates
---------------------------------------------------------------
Fitch Ratings affirms these Red Mountain Funding's commercial
mortgage pass-through certificates, series 1995-1:

    -- Interest-only class I-3 at 'AAA';
    -- $1.6 million class E at 'B'.

Fitch also maintains the 'C/DR6' rating on the $1.3 million class
F certificates.

As of the September 2006 distribution report, the transaction's
certificate balance has declined by 98% to $2.8 million from
$146.1 million at issuance.

The rating affirmation of class E is the result of improving loan
performance offsetting the increased concentration, as one loan
remains, which is secured by a health care property in Red Boiling
Springs, Tennessee.  Occupancy has been stable at approximately
84% since December 2005.  The servicer reported a trailing 12
month debt service coverage ratio (DSCR) of 3.1 times (x) as of
June 30, 2006, up from 1.90x at year-end 2005.  The improvement is
based on increases in the average rates for all payor types.

The collateral net weighted averaged coupon rate, based on the one
remaining loan's fixed interest rate, is less than the pass-
through rate of the remaining bonds.  Therefore, it is unlikely
that class I-3, whose interest payment is calculated using the
WAC, will receive any future payments.  However, class I-3 is
affirmed at 'AAA' given its priority in the deal's waterfall if
interest were available in the future.


REYNOLDS AND REYNOLDS: Partners with First Advantage CREDCO
-----------------------------------------------------------
The Reynolds and Reynolds Company and First Advantage CREDCO are
teaming to deliver pre-qualified consumer prospect leads to
automobile dealerships in the United States, with which,
dealerships can efficiently target in-market customers and sell
more cars.

The Company will provide a certified data interface that offers
direct access between its CRM solution, Contact Management, and
CREDCO's Lead Prospector Solutions.  The Company will also provide
a certified data interface to the customer relationship management
providers in its Certified Interface, RCI, program.

First Advantage CREDCO's Lead Prospector Solution provides dealers
with consumer prospects from a broad consumer lead base that
includes Internet, demographically-targeted, bankruptcy and
subprime leads.

The Company says that dealers can have the leads delivered
directly to their Reynolds' Contact Management application, from a
participating CRM vendor solution in the RCI program or request to
have them sent in another manner to the dealership.

"Our expanded relationship with Reynolds enables our mutual
customers to get access to quality consumer leads in an efficient,
secure manner," Kevin Clements, senior vice president of corporate
development for First Advantage CREDCO, said.  "With the Reynolds
interface and the Lead Prospector Solutions, dealers can maximize
their marketing campaign results and sales opportunities."

Scot Eisenfelder, senior vice president of Marketing and Strategic
Planning and Solutions Management, said, "Reynolds continually
looks for ways to better serve our customers and this
collaboration is an example of that.  We continue to bring
innovative products and services to dealers to help them better
and more profitably sell cars and take care of customers."

                  About First Advantage CREDCO

First Advantage CREDCO, -- http://www.FADVCredco.com/-- a wholly
owned subsidiary of First Advantage Corporation, provides
specialty credit reports and services to the automotive industry.
Additionally, First Advantage CREDCO provides the automotive
industry with comprehensive identity verification and consumer
lead solutions.

                   About First Advantage Corp.

Headquartered in St. Petersburg, Fla., First Advantage Corporation
(Nasdaq: FADV) --http://www.FADV.com/-- provides consumer credit
information in the automotive, mortgage and subprime markets;
business credit information in the transportation industry; lead
generation services; motor vehicle record reports; supply chain
security consulting; employment background verifications;
occupational health services; applicant tracking systems;
recruiting solutions; skills and behavioral assessments; business
tax consulting services; insurance fraud, corporate and litigation
investigations; surveillance; computer forensics; electronic
discovery; data recovery; due diligence reporting; resident
screening; property management software; renters insurance and
consumer location services.  The Company has more than 4,100
employees in offices throughout the United States and abroad.

                         About Reynolds

The Reynolds and Reynolds Company (NYSE: REY)
-- http://www.reyrey.com/-- provides dealer management systems in
the U.S. and Canada.  The Company's product, service and training
solutions include retail Web and Customer Relationship Management
solutions, e-learning and consulting services, documents, data
management and integration, networking and support and leasing
services.  Reynolds serves automotive retailers and OEMs globally
through its incadea solution and a worldwide partner network, as
well as through its consulting practice.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2006
Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, confirmed its Ba1 Corporate Family Rating for The
Reynolds and Reynolds Company and its Ba1 rating on the company's
$130 million issue of Senior Unsecured MTN Program.  Additionally,
Moody's assigned an LGD4 rating to those bonds, suggesting
noteholders will experience a 60% loss in the event of a default.

As reported in the Troubled Company Reporter on Sept. 28, 2006
Standard & Poor's Ratings Services lowered its ratings on Reynolds
& Reynolds Co., including its corporate credit rating to 'B+' from
'BBB'.  In addition, Standard & Poor's removed the ratings from
CreditWatch with negative implications where they were placed
Aug. 9, 2006.  The outlook is positive.


REYNOLDS & REYNOLDS: S&P Cuts Rating on $520 Million Loan to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on Dayton, Ohio-based Reynolds & Reynolds Co.'s first-lien
bank facilities, which consist of a six-year, $75 million
revolving credit facility, and a six-year, $1.640 billion term
loan, which was increased from $1.485 billion.  The facilities are
rated 'BB-' (one notch above the corporate credit rating), with a
recovery rating of '1', indicating the expectation for full
recovery of principal by creditors in the event of a payment
default.

The second-lien facility, which consists of a seven-year,
$520 million term loan, was notched down to 'B-' from 'B', and the
recovery rating was revised to '5' from '3', reflecting lower
recovery prospects driven by the increase in higher priority debt
within the capital structure.  The '5' recovery rating reflects
our expectation of negligible (0%-25%) recovery of principal by
creditors in the event of a payment default.

The third-lien facility has been downsized to $250 million from
$405 million, and the rating was affirmed at 'B-' with a recovery
rating of '5', also reflecting our expectation of negligible (0%-
25%) recovery of principal by creditors in the event of a payment
default.

Proceeds from the facilities will be used to fund the acquisition
of Reynolds & Reynolds by privately held and unrated Universal
Computer Systems for about $2.8 billion, including the assumption
of the company's debt.  The merged company will operate under the
Reynolds & Reynolds name.

Ratings List

Reynolds & Reynolds Co.

Ratings Affirmed

  Corporate credit rating          B+/Positive/--
  First-lien facilities            BB- (Recovery Rating: 1)
  Third-lien facility              B-  (Recovery Rating: 5)

Rating Lowered           To                      From

Second-lien facility   B- (RR: 5)              B (RR: 3)


ROBERT REYNOLDS: Case Summary & Seven Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Robert Reynolds
        fka College Properties
        1636 Wyntre Brooke
        Drive York, PA 17403

Bankruptcy Case No.: 06-02372

Type of Business: The Debtor filed for chapter 11 protection on
                  October 14, 2005 (Bankr. M.D. Pa. Case No.  05-
                  08948).

Chapter 11 Petition Date: October 20, 2006

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff P.C.
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
MBNA America                     Business Expenses        $70,980
P.O. Box 15137
Wilmington, DE 19886-5137

USAA                             Business Expenses        $31,441
10750 McDermott Highway
San Antonio, TX 78288

Columbia Gas                     Utility Bills             $3,665
P.O. Box 830012
Baltimore, MD 21283-0012

LC Heim, Esq.                    Attorney Fees             $1,853
345 East Market Street
York, PA 17401

Regal Plumbing                   Utility Bills             $1,611
711 McKenzie
York, PA 17403

Axeel Plumbing                   Utility Bills             $1,198

Kurt Blake, Esq.                 Attorney Fees             $1,120


ROTEC INDUSTRIES: Court Okays Young Conaway as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Rotec Industries, Inc., for permission to retain Young, Conaway,
Stargatt & Taylor, LLP, as its bankruptcy counsel.

As reported on Troubled Company Reporter, July 31, 2006,Young
Conaway is expected to:

   a) provide legal advice with respect to the Debtor's powers
      and duties as debtor-in-possession in the continued
      operation of its business and management of its properties;

   b) prepare on behalf of the Debtor necessary applications,
      motions, answers, orders, reports and other legal papers;

   c) appear in Court and protect the interest of the Debtor
      before the Court;

   d) assist in the preparation and pursuit of confirmation of a
      plan and approval of a disclosure statement; and

   e) perform all other legal services for the Debtor which may
      be necessary and proper in this proceeding.

Michael R. Nestor, Esq., a member at Young Conaway, will charge
the Debtor $445 per hour for his services.  Mr. Nestor disclosed
the firm's principal counsel and paralegal that will represent the
Debtor and their current hourly rates:

        Professional                   Hourly Rate
        ------------                   -----------
        Edward J. Kosmowski, Esq.         $365
        Kara Hammond Coyle, Esq.          $255
        Gregory J. Babcock, ESq.          $215
        Melissa Bertsch                   $115

Mr. Nestor assured the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Elmhurst, Illinois, Rotec Industries, Inc. --
http://www.rotec-usa.com/-- is an industry leader in concrete
products and concrete placing technology & solutions.  The company
filed for chapter 11 protection on May 31, 2006 (Bankr. D. Del.
Case No. 06-10542).  Edward J. Kosmowski, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million and $50 million.


SAACO SERIES: S&P Holds BB+ Rating on Class M-10 Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 13
classes of residential mortgage-backed certificates from SAACO
Series 2005-NC4 Trust.

The affirmed ratings reflect adequate actual and projected credit
support percentages that should be sufficient to maintain the
certificates at their current rating levels.  As of the September
2006 distribution date, total and severe delinquencies for this
transaction totaled 5.79% and 3.23% of the current pool balance,
respectively, and cumulative losses represent 0.01% of the
original pool balance.

Credit support for this transaction is derived from a combination
of subordination, excess interest, and overcollateralization.  The
collateral backing the certificates is a pool of interest-only,
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.  New Century Mortgage Corp.
originated all of the loans.

                        Ratings Affirmed

                  SAACO Series 2005-NC4 Trust

              Class                          Rating
              -----                          ------
              A-1, A-2, A-3                  AAA
              M-1                            AA+
              M-2, M-3                       AA
              M-4                            A+
              M-5                            A
              M-6                            A-
              M-7                            BBB+
              M-8                            BBB
              M-9                            BBB-
              M-10                           BB+


SATELLITE ENTERPRISES: Earns $298,000 in 2006 Second Quarter
------------------------------------------------------------
Satellite Enterprises Corp. has filed its second quarter financial
statements for the three months ended June 30, 2006, with the
Securities and Exchange Commission.

The Company earned $297,531 of net income on $265,720 of net sales
for the three months ended June 30, 2006, compared to a $375,355
net loss on $701,572 of net sales in last year's second quarter.

On May 2, 2006, the company recognized a gain from discontinued
operations of $471,322 when its wholly owned subsidiary Satellite
Newspapers Suisse GMBH sold its interest in Satellite Newspaper
Content B.V. and Satellite Newspaper Trading B.V., which accounted
for the net income posted in the second quarter.

At June 30 2006, the Company's balance sheet showed $2,751,684 in
total assets and $5,235,526 in total liabilities, resulting in a
$2,483,842 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $789,160 in total current assets available to pay 1,524,497
in total current liabilities coming due within the next 12 months.

Full-text copies of the Company's first quarter financial
statements for the three months ended June 30, 2006, are available
for free at http://researcharchives.com/t/s?13d4

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 8, 2006,
Meyler & Company, LLC, in Middletown, New Jersey, raised
substantial doubt about Satellite Enterprises Corp.'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 since
inception, negative working capital, stockholders' deficiency, and
need for additional financing.

Based in Westport, Connecticut, Satellite Enterprises Corp.
(OTCBB: SNWP) -- http://www.satellitenewspapers.com/-- receives,
distributes and sells newspaper data, whick can be printed via an
automated free-standing KiOSK(TM).  The Company also has a user-
friendly software application, CLiENT, which can print a single
copy or bulk quantity at any given time.


SILICON GRAPHICS: Court OKs Pact Allowing Horrock to Pursue Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation between Silicon Graphics Inc. and Dr. Giles
Horrocks allowing modified stay for Dr. Horrock to pursue personal
injury claim.

As reported in the Troubled Company Reporter on Oct. 10, 2006,
Dr. Horrocks allegedly sustained personal injuries when a car
driven by Heidi Racanelli -- an employee of Silicon Graphics,
Inc. -- hit his bicycle.

Since the Debtors maintain domestic auto liability insurance with
Federal Insurance Company -- which coverage is limited to
$1,000,000 per occurrence -- the Debtors and Dr. Horrocks
stipulate that in return for Dr. Horrocks' agreement to waive any
claims against the Debtors in their Chapter 11 cases, the
automatic stay is modified solely to permit Dr. Horrocks to
proceed against the Insurance Coverage.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  Judge Lifland confirms the Debtors' Plan
of Reorganization on Sept. 19, 2006.  When the Debtors filed for
protection from their creditors, they listed total assets of
$369,416,815 and total debts of $664,268,602.  (Silicon Graphics
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SOLO CUP: Posts $299.4 Million Net Loss for 2006 Second Quarter
---------------------------------------------------------------
Solo Cup Company has completed its review of accounting issues and
has restated certain previously issued consolidated financial
statements.

The Company disclosed that it has filed its second quarter 2006
Form 10-Q and has satisfied the terms of the indenture for the its
8.5% senior subordinated notes due 2014.  In addition, on
Oct. 13, 2006, the Company concluded discussions with its lenders
under its credit facilities and obtained a waiver and amendment
through Jan. 2, 2007.

"The restatement work was a rigorous and intense process that
revealed certain material weaknesses in our financial controls and
we are taking decisive steps to address those issues," Robert M.
Korzenski, chief executive officer, said.  "Importantly, this work
renewed our confidence in the fundamentals of our business,
reaffirmed the compelling strategic, operational and financial
rationale of the Solo Cup/Sweetheart merger, and highlighted the
quality and dedication of our employee team."

For the thirteen weeks ended July 2, 2006, the Company reported
net sales of $670.3 million, an increase of $23.4 million, or
3.6%, from net sales of $646.9 million, as restated, for the three
months ended July 3, 2005.

Gross profit for the thirteen weeks ended July 2, 2006, was
$92 million, an increase of $9.8 million, or 12%, from gross
profit of $82.1 million, as restated, for the comparable period in
2005.

For the thirteen weeks ended July 2, 2006, the Company reported a
net loss of $299.4 million, versus a net loss of $2.8 million, as
restated, for the comparable period in 2005.  The 2006 loss
reflects a non-cash charge of $228.5 million for the impairment of
goodwill and a non-cash charge of $105 million to income tax
expense to increase the valuation allowance for deferred tax
assets.

      Restatement of Previously Issued Financial Statements

The Company, on Aug. 16, 2006, disclosed a temporary delay in the
filing of its Form 10-Q with the SEC for the second quarter ended
July 2, 2006, saying it would need additional time to complete an
internal review initiated by Mr. Korzenski of issues regarding
certain accounting practices and procedures related to the
Company's second quarter of 2006 and prior periods.  The internal
review was led by Eric A. Simonsen, its interim chief financial
officer, and its findings were discussed with KPMG LLP, the
company's independent registered public accountants.

The categories of restated items included in one or more of the
company's restated consolidated financial statements include
timely recognition of certain credits to customers, certain
credits from vendors and certain accrued expenses; accrued payroll
and other related costs; accrued freight; and inventory valuation.

The aggregate change in operating income associated with the
restatement was an increase of $3.2 million in the first quarter
of 2006; a decrease of $19.7 million in full fiscal year 2005; a
decrease of $8.2 million in full fiscal year 2004; a decrease of
$7.1 million in full fiscal year 2003; a decrease of $900,000 in
full fiscal year 2002; and an increase of $200,000 in full fiscal
year 2001.

The Company says that the restatement of its consolidated
financial statements did not impact its cash balances.  It
currently has approximately $23 million of cash on hand and
approximately $36 million of borrowing availability under the
terms of its domestic revolving credit facility.

Mr. Korzenski added: "It should be noted that we now have a new
and very strong financial and accounting team; newly implemented
accounting controls; and a strong organizational commitment at
both the board and management levels to improved internal and
external communication."

Solo Cup Company, headquartered in Highland Park, Illinois, is one
of the largest domestic manufacturers of disposable paper and
plastic food and beverage containers used in the foodservice and
retail consumer markets.   Products include cups, lids, straws,
napkins, cutlery, and plates.  Net sales for the twelve months
ended July 2, 2006 were approximately $2.5 billion.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2006
Moody's Investors Service is continuing the review for possible
downgrade of Solo Cup Company first initiated on Aug. 16, 2006 and
reiterated on Sept. 15, 2006.  Although Solo Cup has met its
obligation to file financial statements and has completed its
previously announced review of accounting issues, Moody's
continues to have concerns regarding liquidity and ongoing
business strategy.

Moody's expects to conclude the review by the end of January 2007.

These ratings remain under Review for Possible Downgrade:

   -- $150 million senior secured revolving credit facility
      maturing Feb. 27, 2010, B2

   -- $635 million senior secured term loan B due Feb. 27, 2011,
      B2

   -- $80 million senior secured second lien term loan due Feb.
      27, 2012, Caa1

   -- $325 million 8.5% subordinated notes due Feb. 15, 2014,
      Caa2


STRUCTURED ASSET: Moody's Confirms Ba2 Rating on Class B4 Certs.
----------------------------------------------------------------
Moody's Investors Service confirmed and upgraded a number of
certificates from eight deals originated by Bear, Stearns & Co.
Inc.  The actions are based on the analysis of the credit
enhancement provided by excess spread, overcollateralization,
subordination, and mortgage insurance when applicable.

These are Moody's rating actions:

   * Upgrade:

   * Issuer: Bear Stearns Asset Backed Securities Trust

     -- 2003-AC3, Class M-1, upgraded from Aa2 to Aa1,
     -- 2003-AC3, Class B-1, upgraded from Baa2 to Baa1
     -- 2003-AC4, Class M-1, upgraded from Aa2 to Aaa
     -- 2003-AC4, Class M-2, upgraded from A2 to Aa2
     -- 2003-AC4, Class BB,  upgraded from Baa2 to A1
     -- 2003-AC5, Class M-1, upgraded from Aa2 to Aaa
     -- 2003-AC5, Class M-2, upgraded from A2 to Aa3
     -- 2003-AC5, Class B,   upgraded from Baa2 to A1
     -- 2003-AC6, Class A-3, upgraded from Aa1 to Aaa
     -- 2003-AC6, Class M-1, upgraded from Aa2 to Aaa
     -- 2003-AC6, Class M-2, upgraded from A2 to Aa2
     -- 2003-AC6, Class BB,  upgraded from Baa2 to A1
     -- 2003-AC7, Class M-1, upgraded from Aa2 to Aaa
     -- 2003-AC7, Class M-2, upgraded from A2 to Aa3
     -- 2003-AC7, Class B,   upgraded from Baa2 to A3.

   * Issuer: Impac CMP Trust

     -- 2003-2F, Class M-1, upgraded from Aa2 to Aaa
     -- 2003-2F, Class M-2, upgraded from A2 to Aa2
     -- 2003-2F, Class B,   upgraded from Baa1 to A1

   * Issuer: Impac Secured Assets Corporation

     -- 2003-1, Class M-1, upgraded from Aa2 to Aaa
     -- 2003-1, Class M-2, upgraded from A2 to Aa1
     -- 2003-1, Class B,   upgraded from Baa1 to A1

   * Confirm:

   * Issuer: Bear Stearns Asset Backed Securities Trust

     -- 2003-AC3, Class M-2, rating confirmed at A2,
     -- 2003-AC3, Class M-3, rating confirmed at A2

   * Issuer: Structure Asset Mortgage Investments Trust II

     -- 2003-AR4, Class B1, rating confirmed at Aa2,
     -- 2003-AR4, Class B2, rating confirmed at A2,
     -- 2003-AR4, Class B3, rating confirmed at Baa2,
     -- 2003-AR4, Class B4  rating confirmed at Ba2


STURGIS MICHIGAN: S&P Upgrades Rating on System Bonds to BB+
------------------------------------------------------------
Standard & Poor's Ratings Services has raised its rating on
Sturgis, Michigan's water supply and distribution system bonds to
'BB+' from 'BB' due to the system's improving financial profile.

The outlook is stable.

"City management will need to maintain consistent watch over
utility rates and capital needs if it is going to effectively
manage the financial condition of the utility," said Standard &
Poor's credit analyst Scott Garrigan.  "While the water utility is
projected to remain solvent with approved, annual rate increases
through 2008, its exposure to adverse economic conditions remains
high due to one industrial customer representing more than 20% of
water revenues," he added.

Because of the system's tight operations, any further
deterioration in the water utility's financial position could
result in downward rating action.  The city will need to build its
cash reserves and sustain debt service coverage for any additional
positive rating action to occur.

Additional rating factors include a small but stable customer
base, adequate system capacity, and minimal legal provisions.

From fiscal 2000-2003, financial indicators show a deterioration
in the water utility's liquidity position.  From the fiscal years
ended Sept. 30, 2000 through 2003, the utility's unrestricted cash
position decreased to $0 from $857,000.  During that same time
period, annual debt service coverage fluctuated from just 0.3x-
1.6x.  Both 2004 and 2005 showed slight improvements to the water
system's financial profile.  Over that time, cash increased to
$249,000 and net revenues covered annual debt service by 1.55x at
the fiscal year ended Sept. 30, 2005.  Expectations for 2006 show
that net revenues should cover annual debt service by 1.26x,
although cash balance estimates are unavailable.

Sturgis' water system serves a total of 4,145 customers, 85% of
which are residential; the base has remained stable for the past
several years.  However, the customer base is highly concentrated
within one customer, Sturgis Foundry.  The foundry currently
represents approximately 20% of revenue and 25% of total water
usage.  Combined monthly water and sewer rates are currently
$45.38 per $1,000 cubic feet, with the total rate increasing by
8.7% annually.


SUSSER HOLDINGS: Moody's Lifts Rating on $170 Million Senior Notes
------------------------------------------------------------------
Moody's Investors Service upgraded all ratings of Sussers Holdings
LLC.  The upgrade of the long-term ratings is prompted by the
initial public offering on Oct. 19, 2006, and the meaningful
improvements in the company's balance sheet that will result from
the company's intent to exercise its option to redeem $50 million
of the senior notes at 110.625% at par with a portion of the
proceeds.  The upgrade of the speculative grade liquidity rating
considers Moody's belief that the company will be able to cover
the expected free cash flow deficit over the next four quarter
using excess funds from the initial public offering.

The rating outlook is stable.

These are the rating actions:

   -- $170 million 10 5/8% senior unsecured notes (2013) to B2
      (LGD 5, 73% LGD rate) from B3 (LGD 4, 69% LGD rate);

   -- Corporate family rating to B1 from B2;

   -- Default probability rating to B1 from B2; and the

   -- Speculative grade liquidity rating to SGL-2 from SGL-3.

The senior unsecured note balance will decline to $120 million
after the optional redemption.  Moody's does not rate the
$50 million secured revolving credit facility.

Weighting down the corporate family rating at B1 are pro-forma
credit metrics that remain relatively weak even after the expected
debt reduction due to relatively low operating margins. The
geographic concentration of the company's retail and wholesale
operations and the intensely competitive nature of the convenience
store industry, including from non-traditional gasoline retailers,
also limit the ratings.  Use of initial public offering proceeds
for debt payment partially mitigates Moody's concerns about high
leverage and low fixed charge coverage that arose following the
December 2004 leveraged buyout.

The ratings also recognize certain qualitative aspects of the
company's franchise that have low investment grade or high non-
investment characteristics such as the moderate cash flow
seasonality, the company's important market position in and around
South Texas, and the substantial asset value from real estate
ownership.

The stable rating outlook reflects Moody's expectation that the
company's financial profile will progress as:

   -- front-end average unit volume and operating profit grow
      from appealing new products and development of the
      foodservice category;

   -- gasoline volume and cents per gallon profit remain healthy;
      and,

   -- a portion of discretionary cash flow is used to improve
      the balance sheet.

The ratings are based on the expectation that recent high gasoline
profitability will moderate over time.  Over the longer term
ratings could eventually move upward if financial flexibility
sustainably strengthens such that EBIT coverage of interest
expense approaches 2 times, leverage falls toward 5 times, and
Free Cash to Debt rises to exceed 5%, if the system profitability
expands from new store development and growth in comparable
merchandise sales, and the company is able to maintain long-term
gasoline profitability even as non-traditional competitors open
additional fuel retailing locations.

Ratings could fall if credit metrics weaken such that leverage
rises above 6.5 times or EBIT to interest expense falls below
1 time, if free cash flow remains negative for reasons such as
declines in operating profitability or weak returns on capital
investment, or if non-traditional fuel retailers exert downward
pricing pressure on gasoline profitability.

Moody's has applied its new Probability-of-Default and Loss-Given-
Default rating methodology to Susser.  Moody's 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 disaggregates these two
key assessments in long-term ratings.  The LGD rating methodology
also enhances the consistency in Moody's notching practices across
industries and improves the transparency and accuracy of our
ratings as our 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% - 9%) to
LGD6 (loss anticipated to be 90% - 100%).

Susser Holdings LLC, with headquarters of its operating subsidiary
in Corpus Christi, Texas, operates 320 convenience stores in Texas
and Oklahoma.  The company also wholesales fuel to 352 independent
retailers.  Revenue for the twelve months ending July 2, 2006 was
about $2.2 billion.


TARGUS GROUP: Names Michael Hoopis as Chief Executive Officer
-------------------------------------------------------------
Targus Group International Inc. appointed Michael P. Hoopis as its
Chief Executive Officer effective Oct. 23, 2006.

Howard Johnson, Chairman of the Board of Directors of Targus,
and Timothy Mayhew, Managing Director of Fenway Partners, jointly
commented: "We are delighted that Mike has joined Targus to
provide the leadership and consumer products expertise necessary
to lead the next phase of the company's development.  Throughout
his career, Mike has earned a strong reputation for successfully
managing well-known consumer product companies including Black
& Decker's Worldwide Household Products Group, Price Pfister
Plumbing Products, Kwikset Security Hardware and most recently
Water Pik Technologies.  His ability to quickly develop and
execute focused business plans in difficult competitive
environments has led to consistent sales and profit improvements
and significant increases in enterprise values."

"Mike's proven leadership and strategic capabilities, coupled with
his experience in global businesses, multiple channels of
distribution, new product innovation and supply chain excellence
will be invaluable to Targus as he manages the business to realize
its tremendous potential" Messrs. Johnson and Mayhew continued.

For the past seven years, Mr. Hoopis served as Water Pik's
President and Chief Executive Officer.  Mr. Hoopis was responsible
for overseeing the spin-off and transition of Water Pik from a
segment of Allegheny Teledyne to a public company in 1999.  Prior
to Water Pik, Mr. Hoopis held several management positions at
Black & Decker from 1989-1998, including President of Worldwide
Household Products, Price Pfister, Inc. and Kwikset Corporation.
Prior to Black & Decker, Mr. Hoopis held several management
positions with Beatrice Foods Inc.  Mr. Hoopis earned his B.S.
from the University of Rhode Island.

The Company also reported that Victor C. Streufert will assume the
position of Chief Financial Officer, Treasurer and Executive Vice
President effective October 23, 2006, replacing John McAlpine who
has left the company to pursue other opportunities.

Messrs. Johnson and Mayhew commented: "With over 25 years of
experience in key finance leadership roles, Vic's background in
building world-class finance organizations and accelerating
revenue and profit growth will be a critical element of Targus'
ongoing success.  We expect that Vic's unique blend of both public
and private company experience will allow him to add significant
value to Targus' finance, accounting and information systems
efforts in the coming years."

Most recently, Mr. Streufert was the Chief Financial Officer at
Water Pik, where he worked closely with Mr. Hoopis in creating
significant value.  Under Messrs. Hoopis and Streufert's
leadership, Water Pik's share price nearly quadrupled from the
time of the spin-off to $27.75 at the time the company was sold.

Prior to Water Pik, Mr. Streufert served as Senior Vice President
of Finance and Administration and Chief Financial Officer of
National Telephone & Communications, Inc., where he oversaw the
finance, legal, and human resources departments from 1996-1998.
In 1995 and 1996, he was Vice President of Finance and Chief
Financial Officer of Pyxis Corporation where he refocused the
company on earnings growth and completed the company's merger with
Cardinal Health, Inc. From 1989-1995, he was Executive
Vice President and Chief Financial Officer of American Health
Properties, Inc., a $600 million NYSE-listed health care company.
Prior to American Health Properties, Mr. Streufert held a variety
of financial/accounting positions at Colgate Palmolive and
American Hospital Supply Corporation.  Mr. Streufert earned his
M.B.A. from the University of Chicago and his B.A. in Economics
from Valparaiso University.

Eric Brenk, an advisor to Fenway Partners, served as interim CEO
during a period of transition for the company and will return to
his role at Fenway while continuing to work with Targus as a
consultant.

Korn/Ferry International completed the placement of Mr. Hoopis at
Targus.

Targus Group International, Inc., is owned by an investor group
that includes Fenway Partners, a middle market private equity
firm, the Howard Johnson family and Crimson Investments, a middle
market investment firm.

Based on Anaheim, California, Targus Group International Inc.
-- http://www.targus.com/-- invented the notebook case and
continues to advance the mobile accessories category with
innovative and relevant solutions for mobile lifestyle.

                         *    *     *

As reported on the Troubled Company Reporter Sept. 20, 2006,
Moody's Investors Service downgraded all ratings of Targus Group
International, Inc. including the $230 million first-lien secured
bank facilities B2 from B1 and $85 million second-lien secured
term loan to Caa1 from B3.


TCW LEVERAGED: Fitch Junks Rating on $21.1 Million Class E Notes
----------------------------------------------------------------
The junior subordinated participating notes issued by TCW
Leveraged Income Trust IV, L.P. remain at 'CC/DR5'.

This rating action is effective immediately:

    -- $21,187,790 class E junior subordinated participating notes
       remain at 'CC/DR5'.

TCW LINC IV, a market value collateralized debt obligation that
closed on May 16, 2000, and is managed by TCW Investment
Management Company.  On May 16, 2003, TCW LINC IV was out of
compliance with its class E overcollateralization test.  TCW was
unable to cure the OC test in the 10 day cure period, which
resulted in an event of default on June 3, 2003 as per the TCW
LINC IV governing documents.  Subsequent to the OC failure the
class A, B, C and D notes were redeemed.

Currently class E notes are the only outstanding class. As of the
Sept. 29, 2006 valuation report the total market value of the
assets was $21.4 million. Semi-liquid and illiquid investments
account for 68% of the portfolio.  This rating action is based on
recovery estimates using both market value and discounted market
value analysis.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


THERMAL NORTH: Moody's Cuts Rating on $226 Million Term Loan to B1
------------------------------------------------------------------
Moody's Investors Service downgraded the existing senior secured
credit facility ratings of Thermal North America Inc. from Ba3 to
B1 and has assigned a B1 rating to the proposed new $370 million
senior secured credit facilities consisting of a $305 million term
loan facility due 2008, a $30 million synthetic letter of credit
facility due 2008, and a $35 million revolving credit facility due
2008.

The rating outlook remains stable.

Proceeds from the proposed new facilities will be used to
refinance Thermal's existing senior secured debt and finance the
acquisition of "Thermal West" assets, as they are known, from
Thermal's parent, Thermal North America Holdings, LLC.  Thermal is
wholly owned by a group of funds managed by Sowood Capital
Management LP.  We note the existing bank facilities are rated Ba3
and are under review for downgrade.

This action concludes the review that commenced on September 26
which was precipitated by Moody's concern with Thermal obtaining
an extension of its waiver for an earlier financial covenant
violation.  Thermal has since obtained this waiver through October
27, 2006.  Upon closing of the proposed refinancing transaction,
Moody's expects to withdraw all ratings assigned to Thermal's
existing credit facilities.

These are Moody's rating actions:

   -- $226 million senior secured term loan, due 2013, downgraded
      to B1 from Ba3

   -- $35 million senior secured revolving credit facility, due
      2011, downgraded to B1 from Ba3

   -- $30 million senior secured synthetic letter of credit
      facility, due 2013, downgraded to B1 from Ba3

Assignments:

   -- $305 million senior secured term loan, due 2008 -- B1

   -- $35 million senior secured revolving credit facility, due
      2008 -- B1

   -- $30 million senior secured synthetic letter of credit
      facility, due 2008 -- B1

The outlook is stable.

The downgrade to a B1 rating reflects:

   -- the highly leveraged capital structure of Thermal upon
      closing of the transaction (expected pro-forma debt of
      approximately $323 million, including $18 million of non-
      recourse subsidiary level debt, but excluding the $30
      million synthetic L/C represents a 6.7 times multiple of
      forecasted EBITDA of $48 million for 2006);

   -- a large near-term capital spending program that will need
      to be partially funded externally; the seasonality of cash
      flows; and,

   -- the significant refinancing risk that will exist in two
      years (2008) when the credit facility matures.

More positively, the rating considers:

   -- the relatively stable, contractual nature of Thermal's cash
      flows;

   -- high barriers to entry; increased geographic diversity with
      the acquisition of the Thermal West assets;

   -- long-standing nature of the customer base;

   -- programs to stabilize certain operating and fuel costs (the
      $30 million synthetic letter of credit facility to be
      issued at closing is to back fuel commodity hedges);

   -- potential for incremental revenues and future de-leveraging
      as benefits of growth capital spending is realized over the
      next several years;

   -- senior secured claim on all assets not subject to
      regulation or other restrictions; and,

   -- the commitment of additional capital support from its
      owners, Sowood, in the form of a $30 million equity
      contribution agreement.

Thermal's assets primarily provide direct heating and cooling
systems, and to a lesser extent electrical service, to an array of
institutional customers under mostly long-term contractual
arrangements.  The company's DHCS assets serve more than 1,050
customers, with universities, medical centers, property managers
and local, state and federal government agencies representing a
majority of the customer base.

Many of these relationships have existed for decades, reflecting
the energy delivery infrastructure that connects the customers to
Thermal's assets. The B1 rating considers the relatively stable
and predictable cash flow streams that are expected to be
generated by Thermal's geographically diverse portfolio of DHCS
assets.

Although headquartered in Boston, Massachusetts, Thermal has
operations located in Baltimore, Boston, Kansas City, Oklahoma
City, Philadelphia, St. Louis, Trenton, and Tulsa, and, with the
addition of Thermal West, Las Vegas and Los Angeles. Philadelphia,
including the Gray's Ferry cogeneration plant, represents the
single largest location, accounting for approximately 35% of
Thermal's EBITDA generation.

Concurrent with the closing of the bank facility, TNAH will
contribute its Thermal West assets to Thermal and use
approximately $58 million of the new facility to repay the debt
utilized to initially fund the acquisition of these assets by TNAH
in June 2006 from Sempra Energy for a purchase price of $86.4
million (implying an enterprise value 5.8 times its forecasted
EBITDA for 2006 of $15 million).

Thermal West will then become a wholly owned subsidiary of
Thermal.  The Thermal West assets are slightly less diverse as its
largest customer, the Venetian Hotel and Casino, in Las Vegas,
accounts for approximately 60% of Thermal West's EBITDA.

Operationally, Thermal is viewed as having a relatively moderate
level of business risk.  Given the significant barriers to entry
within the various DHCS service areas; there is generally only one
DHCS in a given territory and its primary competition comes from
self-generation by on-site systems, which are often difficult to
install and costly to operate.

Customer loss has been historically low (lost revenue has been
less than 1% of annual revenue) and is most frequently caused by
bankruptcy or building demolition.  However, despite these
"utility-like" business qualities, Thermal's customers are not
completely captive; the larger customers can, from time to time,
use their size as leverage to negotiate more attractive contract
terms.

Revenue from steam sales are expected to account for the majority
of consolidated revenues with the remainder attributable to
electricity, chilled water, and hot water.  It is notable that
approximately 18% of revenue is from capacity payments paid
irrespective of usage.  Although many customers are served under
long term contracts, Moody's expects some ongoing variability in
steam sales year-to-year due to changes in weather patterns.
Warmer winter weather, particularly in the Northeast U.S., had a
negative effect on operating results this year due to lower
volumes of steam sold which contributed to the leverage covenant
default incurred in the second quarter and the materially lower
than expected operating results that will be registered in 2006.

More than 90% of Thermal's consolidated revenues are derived from
contracts that have fuel pass-through provisions or are subject to
fuel cost adjustments based on indexes that approximate actual
changes in fuel costs.  This provides protection against
volatility in the market price of fuel, primarily natural gas and
fuel oil.

Although Sowood has remained supportive with its additional
interim equity injections to date and the planned $30 million
equity contribution in 2008, the company remains highly leveraged
and will remain so following this transaction.  As noted above,
debt to EBITDA is expected to be approximately 6.7 times at close.
Total debt of $323 million at close is also expected to increase
in the near term due to Thermal's very sizeable near-term growth
capital expenditure program.

The plan involves spending of approximately $54 million through
from the second half of 2006 through 2007.  This is in addition to
forecasted maintenance spending of $33 million over the same
period.  As such, free cash flow will be negative and will need to
funded with additional funds drawn under the revolver and
additional equity contributed by Sowood.

Thermal's immediate source of external liquidity will be its
$35 million revolving credit facility.  Given the short-term tenor
of the bank agreement, refinancing risk is a significant concern
in 2008.  This concern is partially offset by the existence of an
irrevocable $30 million equity commitment from Sowood Commodity
Partners Fund IV.  Under the terms of the agreement, Sowood
pledges to contribute $30 million to repay borrowings 60 days
before the maturity date in 2008.

Additionally, the $30 million commitment will be used to cure any
violation of financial covenants and to make any principal or
interest payments prior to 60 days before maturity if needed.
Borrowings under the credit agreement will be secured by all
available assets.  Assets not included in the security package
include the regulated service areas of Philadelphia, Kansas City,
and St. Louis, which together account for approximately 12% of
annual EBITDA.  The bank agreement has two financial covenants
(Debt / EBITDA and EBITDA / interest) which become increasingly
restrictive through maturity.

The stable outlook reflects Moody's view that the relatively
stable nature of Thermal's cash flows will continue uninterrupted
with no significant customer losses.  Cash flows are likely to
increase as the company's large near-term capital spending program
nears completion in 2007-2008 and incremental benefits are
realized.  However, given the projected free cash flow deficits
expected in 2007 and the underlying refinancing risk associated
with the October 2008 maturity, it is unlikely the rating will be
upgraded in the near term.

Trends that could lead Moody's to consider a downgrade would
include events that have substantial negative impact on cash flow
such as operating performance difficulties or the loss of key
customers to an alternative steam source, such that leverage and
interest cover metrics stress to the point where Thermal's funds
from operations to debt ratio falls to the low single digits
percentage range and FFO interest coverage falls below 2.0 times
for a prolonged period.

The B1 rating on the new credit facilities is predicated upon
final documentation being consistent with Moody's current
understanding of the transaction structure.

Based in Boston, Massachusetts, Thermal North America, Inc., is
wholly owned by a group of funds managed by Sowood Commodity
Partners.  It has district heating and cooling operations in nine
states and projected 2006 pro-forma gross revenues of $344
million.


THOMAS EQUIPMENT: Hires M. Luther as Chief Restructuring Officer
----------------------------------------------------------------
Thomas Equipment Inc. appointed Michael S. Luther as Chief
Restructuring Officer and he will be responsible for leading all
day-to-day operations of the company, effective immediately.

Mr. Luther has been involved in corporate finance and merchant
banking for 20 years.  Most recently, Mr. Luther managed a hedge
fund associated with Deutsche Bank and during his tenure Mr.
Luther led combined transactions of over $1 billion, the most
notable of which was the purchase of Alamo National Car Rental,
acquired for roughly $4 billion by Cerberus Capital of New York.

James E. Patty, President and Chief Executive Officer, and William
Davis, Chief Operating Officer, have resigned as part of the next
phase of Thomas' restructuring.  Thomas' Board of Directors
approved an undertaking by Thomas' Compensation Committee to work
out separation agreements with both which fairly compensates each
for their significant work for Thomas over recent months.  Mr.
Patty and Mr. Davis will provide Mr. Luther with transitional
support.  In addition, Mr. Patty is a Thomas Director and will
remain on its Board of Directors.

"The Board of Directors has appreciated all of the extremely hard
work and long hours both James E. Patty and Dr. William Davis have
put into the first phase of our restructuring," stated David
Marks, Chairman of Thomas Equipment, Inc.  "The Board of Directors
believes that Mr. Luther is uniquely qualified to interface with
Thomas' senior lenders, investors and creditors as the company
moves towards the next phase of its restructuring and we expect he
will be an extremely valuable part of our senior management team."

"The company continues to face significant short-term challenges
that must be overcome to successfully implement longer term
strategic opportunities," stated Mr. Luther.  "We will continue to
push forward with the restructuring and I am very confident that
we can emerge as a stronger and more vibrant company."

                     About Thomas Equipment

Headquartered in Milwaukee, Wisconsin, Thomas Equipment, Inc.
(AMEX: THM) -- http://www.thomas-equipment.com/-- manufactures
skid steer and mini skid steer loaders as well as attachments,
mobile screening plants and six models of mini excavators.  The
Company distributes its products through a worldwide network of
distributors and wholesalers.  In addition, the Company's wholly
owned subsidiaries manufacture specialty industrial and
construction products, a complete line of potato harvesting and
handling equipment, fluid power components, pneumatic and
hydraulic systems, spiral wound metal gaskets, and packing
material.

At March 31, 2006, Thomas Equipment Inc.'s balance sheet showed a
stockholders' deficit of $31,289,000, compared to a $67,129,000
deficit at June 30, 2005.


TIME AMERICA: Semple & Cooper Raises Going Concern Doubt
--------------------------------------------------------
Semple & Cooper LLP expressed substantial doubt about Time America
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the fiscal year ended June 30,
2006, citing as reasons the recurring losses from operations and
net capital deficiency.

The auditing firm further noted that to continue as a going
concern, the Company will have to attract additional capital and
control expenses to achieve profitable operations.

Time America reported a net loss of $1,945,735 for the year ended
June 30, 2006, as compared to a net loss of $2,020,394 the prior
year.  The company generated total revenues of $6,716,150 for
fiscal 2006, compared to $6,082,238 in 2005.

As of June 30, 2006, the company's balance sheet reflected total
assets of $4,578,528 ($4,292,486 as of June 30, 2005), and total
liabilities of $6,646,547 ($4,946,011 at June 30, 2005), resulting
in a stockholders deficit of $11,940,015 at June 30, 2006
($9,994,280 at June 30, 2005).

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?13bf

                         About Time America

Time America, Inc. -- http://www.timeamerica.com/-- develops,
manufactures and markets a line of time and labor management
software and hardware products.  These products are designed to
improve productivity by automating time and attendance, workforce
scheduling and management of labor resources.  Target markets are
small to mid-sized companies from 25 to 2,000 or more employees.
Solutions are offered in a 100% web-based application service
provider model, as well as client/server and PC-based application.


TRIAD HOSPITALS: Lowers Third Quarter Earnings Expectation
----------------------------------------------------------
Triad Hospitals Inc. expects its financial results for the three
months ended Septembrt 30, 2006, to reflect an increase of
approximately $25 million pre-tax to the estimated allowance for
doubtful accounts, resulting in a negative impact of approximately
$0.18 on diluted earnings per share from continuing operations.
The Company expects its provision for doubtful accounts for the
quarter to be approximately 11.0-11.2% of revenue, vs. 7.3% in the
third quarter of 2005 and 9.3% in the second quarter of 2006.

As a result, the Company expects diluted EPS from continuing
operations for the three months ended Sept. 30, 2006, to be
approximately $0.46-0.47, below the current consensus expectation
of $0.65.

Since the fourth quarter of 2005, the Company has recorded an
allowance for doubtful accounts based on a percentage of
discounted self-pay receivables, using the historical collection
rate for those receivables of approximately 38%.  After updating
its collection rate factors, the Company currently estimates that
the collection rate is approximately 35%.  In addition to the
change in the collection rate, the Company's self-pay receivables
have increased by approximately $38 million since the second
quarter of 2006.  As a result, the Company recorded an additional
$25 million of allowance for doubtful accounts: $15 million
(negative impact of $0.11 per diluted share) to true up its
estimate of collection rates and $10 million (negative impact of
$0.07 per diluted share) related to current trends in self-pay
receivables.

The Company is withdrawing its previously issued guidance for
diluted EPS from continuing operations for 2006 and subsequent
periods.  The Company expects current trends in provision for
doubtful accounts to continue for at least the near-term, which
could negatively impact diluted EPS in the fourth quarter of 2006;
the Company expects to issue updated guidance for 2006 in its
third quarter earnings release and new guidance for 2007 and
thereafter following completion of its strategic planning and
budgeting process for 2007.

Triad Hospitals, Inc. -- http://www.triadhospitals.com/-- owns
and manages hospitals and ambulatory surgery centers in small
cities and selected larger urban markets.  The Company currently
operates 52 hospitals (including one under construction) and 12
ambulatory surgery centers in 16 states with approximately 9,490
licensed beds.  In addition, through its QHR subsidiary, the
Company provides hospital management, consulting, and advisory
services to more than 180 independent community hospitals and
health systems throughout the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2006,
Moody's Investors Service confirmed its Ba3 Corporate Family
Rating for Triad Hospitals, Inc., in connection with the
implementation of its new Probability-of-Default and Loss-Given
Default rating methodology for the U.S. Hospital and Long-term
Care sectors.


TRUE NORTH: Gets Conditional TSX Approval for C3 Online Purchase
----------------------------------------------------------------
True North Corporation received conditional approval from the TSX
Venture Exchange dated Oct. 11, 2006 of its proposed acquisition
of C3 Online Marketing Inc.  Final approval of the Exchange is
subject to the Corporation fulfilling all of the requirements of
the Exchange on or before Nov. 22, 2006.  The Corporation and C3
plan to close the Acquisition on Nov. 2, 2006.

Pursuant to the terms of a share exchange agreement dated June 14,
2006, True North has agreed to acquire all of the issued and
outstanding securities in the capital of C3 in exchange for
12,750,607 common shares in the capital of True North.

In addition, True North will issue an additional 3,187,651 common
shares to acquire an additional 800,000 common shares in the
capital of C3 upon the exercise of 800,000 stock options.  Each C3
Option is exercisable at a price of $0.01 per share.  On the
closing of the Acquisition, all of the C3 Options will be
exercised and an aggregate of 800,000 shares in the capital of C3
will be issued to the option holders and True North will issue an
additional 3,187,651 common shares to acquire the 800,000 C3
shares.  In addition, True North will issue an additional
7,678,578 common shares in settlement of $1,075,001 in debt owed
by True North to certain shareholders and creditors of True North
and C3.

A full-text copy of the Filing Statement, which contains full
disclosure regarding the acquisition and the business of C3, is
available for free at http://ResearchArchives.com/t/s?13d1

                    About C3 Online Marketing

Headquartered in Toronto, Canada, C3 Online Marketing Inc. --
http://www.c3onlinemarketing.com/-- provides online solutions for
marketers designed to attract and retain online relationships.

                        About True North

Headquartered in Mississauga, Ontario, True North Corporation
(TSX: TN) -- http://www.truenorthcorp.ca/-- is an integrated
marketing services company.  TNC delivers services through two
focus areas: Marketing Services & Sales Channel Support.

At June 30, 2006, the Company's balance sheet showed a
stockholders' deficit of $2,248,230, compared to deficit of
$763,583 at Dec. 31, 2005.


TYRINGHAM HOLDINGS: Marcus Santoro Hired as Panel's Local Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tyringham
Holdings Inc.'s chapter 11 case, obtained permission from the U.S.
Bankruptcy Court for the Eastern District of Virginia to retain
Marcus, Santoro & Kozak, P.C., as its local counsel.

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Marcus Santoro will:

    a. advise the Committee with respect to its powers and duties
       under Section 1103 of the Bankruptcy Code;

    b. take all necessary action to preserve, protect and maximize
       the value of the Debtor's estate for the benefit of the
       Debtor's unsecured creditors, including but not limited to,
       investigating the acts, conduct, assets, liabilities, and
       financial condition of the Debtor, the operation of the
       Debtor's businesses and the desirability of the continuance
       of such business, and any other matter relevant to the case
       or to the formulation of a plan;

    c. prepare on behalf of the Committee motions, applications,
       answers, orders, reports and papers that may be necessary
       to the Committees interests in the Debtor's chapter 11
       case;

    d. participate in the formulation of a plan as may be in the
       bests interests of the Committee and the unsecured
       creditors of the Debtor's estate;

    e. represent the Committee's interests with respect to the
       Debtor's efforts to obtain postpetition secured financing;

    f. advise the Committee in connection with any potential sale
       of assets;

    g. appear before the Court, any appellate courts, and the U.S.
       Trustee and protect the interests of the Committee and the
       value of the Debtor's estate before such courts and the
       U.S. Trustee; and

    h. perform all other services as may be required and in the
       interests of the creditors.

Karen M. Crowley, Esq., a member at Marcus Santoro, told the
Court that the attorneys at the firm bill between $150 and $310
per hour while paralegals bill between $75 and $90 per hour.

Ms. Crowley assured the Court that her firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Richmond, Virginia, Tyringham Holdings, Inc.,
sells premium brand name jewelry to a broad base of middle and
upper income customers.  The Company filed for chapter 11
protection on Sept. 6, 2006 (Bankr. E.D. Va. Case No. 06-32385).
Charles A. Dale, III, Esq., at McCarter & English, LLP, represents
the Debtor in its restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  At August 30, 2006,
the Debtor disclosed that it had $25.0 million in total assets and
$23.7 million in total debts.


TYRINGHAM HOLDINGS: Panel Hires Consensus as Financial Advisors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized the Official Committee of Unsecured Creditors in
Tyringham Holdings, Inc.'s chapter 11 case, to retain Consensus
Advisors LLC, as its financial advisors.

Consensus Advisors will:

   (a) become familiar with, to the extent Consensus deems
       reasonably appropriate, and analyze the business,
       operations, properties, financial condition and prospects
       of the Company;

   (b) analyze the Company's financial liquidity and availability
       of assets to support DIP loans;

   (c) propose a list of parties to whom the businesses,
       separately or as a whole, may be sold under the
       circumstance;

   (d) determine a range of values for the Company, its
       subsidiaries and affiliates on a hypothetical liquidation
       basis and, if requested, on an enterprise basis;

   (e) participate in the review and analysis of bids to acquire
       the Company or all or part of its assets;

   (f) participate in marketing of the Company's assets for sale,
       either as a whole or as separate parts;

   (g) advise the Company on financial and factual issues
       concerning capital structure priorities;

   (h) assist the Committee's counsel in developing support for
       Committee positions on preference and other avoidance
       actions, reclamation claims, consignment issues,
       subordination or recharacterization issues and/or other
       litigation matters; and

   (i) render other general bankruptcy and consulting services
       such as attending court hearings, if so requested, and
       identifying or evaluating strategies to maximize the value
       of the estate, including a sale, liquidation or other
       alternatives.

The firm will charge the Debtor at a flat rate of $350 per hour
for its services.  In addition, if two professionals employed by
the firm participate in meetings of more than four hours, the
second employee's billing rate for any session will be $175 per
hour.

Michael A. O'Hara, a Consensus Advisors member, assures the Court
that his firm does not represent any interest adverse to the
Committee.

Headquartered in Richmond, Virginia, Tyringham Holdings, Inc.,
sells premium brand name jewelry to a broad base of middle and
upper income customers.  The Company filed for chapter 11
protection on Sept. 6, 2006 (Bankr. E.D. Va. Case No. 06-32385).
Charles A. Dale, III, Esq., at McCarter & English, LLP, represents
the Debtor in its restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  At August 30, 2006,
the Debtor disclosed that it had $25.0 million in total assets and
$23.7 million in total debts.


UNIVERSAL COMPRESSION: Moody's Puts Ba1 Rating on $500MM Sr. Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1, LGD 3 (36%) rating to
Universal Compression Inc.'s $500 million senior secured bank
credit facility.  At the same time, Moody's affirmed Universal's
Ba2 Corporate Family Rating, its Ba2 Probability of Default Rating
and its B1, LGD5 (88%) ratings on its $175 million  7 1/4% Senior
Notes.  Universal Compression Inc. is a wholly owned subsidiary of
Universal Compression Holdings Inc.

Proceeds from the new credit facility are being used to refinance
Universal's existing senior secured revolver and senior secured
term loan.

The outlook remains stable.

Moody's will withdraw the ratings on the existing secured credit
facilities once they have been repaid.

Pete Speer, Moody's Vice President and Senior Analyst commented,
"While Moody's has affirmed the stable outlook, the recent IPO of
Universal Compression Partners creates uncertainties regarding the
future capital structure and leverage profile of the combined
enterprise which limits Universal's positive credit momentum and
could pressure the ratings."

Universal believes that the MLP structure of Universal Compression
Partners, L.P. provides a lower cost of capital that could be
utilized to accelerate growth of the domestic compression
business.  Moody's observes that UCLP adds the MLP constituency to
the mix, an equity base that requires substantial and growing
distributions.

Universal intends to drop down its U.S. compression business into
UCLP over time, which provides UCLP with a built-in growth
profile.  However, the compression business is untested in the MLP
model and established MLP's are showing evidence of the strain of
simultaneously growing their distributions, pursuing organic and
acquisition growth, and maintaining their credit profile.

The ratings could be pressured if the company incurs substantial
leverage at UCLP in its drop down transactions without an
appropriate reduction of leverage at Universal in order to
maintain a reasonable combined leverage profile for the Ba2
rating.  An aggressive use of UCLP debt to fund share buybacks at
the Universal level or acquisitions could result in a negative
outlook or downgrade.

The Ba2 rating is supported by the company's leading position as
the second largest natural gas compression services company in the
world with 2.5 million horsepower as of June 2006, its recent
pricing power and record fabrication backlog which has
strengthened its earnings and cash flows, and its general
reduction in leverage over recent years (LTM Debt/EBITDA of 3.1x
and debt to capitalization of 43% at June 30, 2006).  Universal's
core contract compression business provides 85% of the company's
gross margin and is very stable in comparison to other oil and gas
related businesses.

In addition to the uncertainties regarding the future capital
structure and leverage profile, Universal's Ba2 Corporate Family
Rating is restrained by the growth challenges in the domestic
compression sector which necessitates the pursuit of growth in
higher risk and more challenging foreign markets, the substantial
capital expenditures required for expansions and acquisition event
risk.


USEC INC: Restores $150 Million Availability to Credit Facility
---------------------------------------------------------------
USEC Inc. and its direct subsidiary, United States Enrichment
Corporation, entered into an amendment to the Amended and Restated
Revolving Credit Agreement with the lenders, JPMorgan Chase Bank,
N.A., as administrative and collateral agent, and the other
financial institutions as "agents".

The Company's revolving credit facility is a $400 million asset-
based credit facility and borrowings are subject to limitations
based on established percentages of eligible accounts receivable
and inventory.  The revolving credit facility also contains
reserve provisions that reduce the facility's availability
periodically or restrict the use of borrowings.

The Company said that the amendment modifies the treatment of a
reserve referred to in the credit agreement as the "senior note
reserve" tied to the aggregate amount of proceeds received by the
Company from debt or equity offerings.  Following the amendment,
the reserve will be treated as a reserve against the Company's
eligible inventory, rather than directly reducing availability.
Which means that reserve will now reduce available borrowings
under the revolving credit facility only at the time and to the
extent that the Company does not have sufficient eligible
inventory and accounts receivable available to cover the reserve
and its other reserves.  The Company's other reserves currently
consist primarily of a reserve for its future obligations to the
Department of Energy with respect to the turnover of the gaseous
diffusion plants to them at the end of the term of the lease of
the facilities.

The Company also disclosed that the senior note reserve had
previously been treated as a reserve against availability.  Which
meant that it directly reduced availability under the revolving
credit facility regardless of the amount of its eligible inventory
and other assets.  The effect of the prior treatment was that,
after July 19, 2006, the reserve reduced the availability under
the Company's $400 million revolving credit facility by $150
million.  Availability was approximately $214 million as of Sept.
30, 2006 with approximately $36 million in outstanding letters of
credit and no borrowings.  The amendment restored by $150 million
the credit facility's current availability.

Proceeds from any future debt or equity offerings, other than
renewals or replacements of existing debt, will continue to reduce
the amount of the senior note reserve, the Company further
disclosed.

A full text-copy of the Amendment may be viewed at no charge at
http://ResearchArchives.com/t/s?13c9

Bethesda, Maryland-based USEC Inc. (NYSE:USU) is a global energy
company that supplies enriched uranium fuel for commercial nuclear
power plants.

                           *     *     *

As reported in the Troubled Company Reporter on June 30, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on USEC Inc. to 'B-' from 'B+'.  At the same time, S&P
lowered its senior unsecured rating on USEC's 6.75% senior notes
due 2009 to 'CCC' from 'B-'.  S&P said the outlook is negative.

Moody's Investors Service downgraded the senior unsecured debt
rating of USEC Inc. to B2 from Ba3.  Moody's also downgraded the
Corporate Family Rating to B1 from Ba2.


VTEX ENERGY: Board Appoints Marshall Smith as CEO and Chairman
--------------------------------------------------------------
VTEX Energy Inc.'s Board of Directors appointed Marshall A. Smith
as its chief executive officer.

Mr. Smith has over 30 years of experience in executive management
of a Gulf Coast land drilling and workover company and in an
exploration and production company.  From 1989, Mr. Smith was a
founding director of GulfWest Energy, Inc., during which he held
the positions of chairman of the board, chief executive officer,
president and director.  Mr. Smith has most recently served as the
president of ARCOA Oil & Gas, Inc., the general partner of ARCOA
Energy Partners I, LP and ARCOA Energy Partners II, LP.  In
addition, Mr. Smith has previously worked with the Company in an
advisory consultant role with a focus on strategic acquisitions
and development of its oil and gas properties.

The Company said that Mr. Smith was instrumental in its investment
in all of the outstanding shares of Viking International
Petroleum, LTD and the completion of an agreement on Aug. 7, 2006,
of the contribution of the Company's shares in Viking to US Energy
Overseas Investments, LLC, a subsidiary of U.S. Energy Systems,
Inc., for consideration in the form of an equity position in
Overseas which is convertible into common stock of U.S. Energy
Systems.

The Company also said that there are no family relationships
between Mr. Smith and any of its other executive officers or
directors.

             Election of Marshall Smith as Chairman

On Oct. 10, 2006, the Company's Board of Directors, in connection
with the Company's engagement of Mr. Smith as its chief executive
officer, elected him as chairman of the Board.

VTEX Energy, Inc. -- http://www.vtexenergy.com/-- explores for
and produces oil and gas primarily in Louisiana and Texas.  The
company focuses on low-risk drilling developments, recompletions,
and workovers, and has estimated proved preserves of 103,000
barrels of crude oil and 9.4 billion cu. ft. of natural gas.

                      Going Concern Doubt

Malone & Bailey, PC, expressed substantial doubt about VTEX
Energy, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended April 30, 2006.  The auditing firm pointed to the Company's
significant loss from operations in the current year, working
capital deficit and default on certain debt instruments.


WACHOVIA AUTO: Moody's Rates $30 Million Class E Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned definitive ratings of Prime-1,
Aaa, Aa2, A1, Baa2 and Ba2 to eight classes of fixed rate notes
issued by Wachovia Auto Loan Owner Trust 2006-2.  The ratings of
the Class A through Class E notes are based on the quality of the
underlying automobile loans, the structure of the transaction, the
amount of credit enhancement, the strength and expertise of
Wachovia Bank, N.A., as master servicer and WFS Financial Inc as
originator and subservicer.

The Prime-1 rating of the Class A-1 money market notes is based
primarily on the amount of liquidity from collections on the
underlying receivables during the period prior to the notes' legal
final maturity date.

These are the rating actions:

   * Issuer: Wachovia Auto Loan Owner Trust 2006-2

         -- $219,000,000 Class A-1 Notes, rated Prime-1
         -- $378,000,000 Class A-2 Notes, rated Aaa
         -- $306,000,000 Class A-3 Notes, rated Aaa
         -- $135,000,000 Class A-4 Notes, rated Aaa
         -- $45,000,000  Class B Notes, rated Aa2
         -- $48,000,000  Class C Notes, rated A1
         -- $39,000,000  Class D Notes, rated Baa2
         -- $30,000,000  Class E Notes, rated Ba2

This will be the second securitization involving WFS collateral
since WFS, which is expected to be renamed Wachovia Dealer
Services in 2007, was acquired by Wachovia in March 2006.


WACHOVIA AUTO: S&P Rates $30 Million Class E Notes at BB
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Wachovia Auto Loan Owner Trust 2006-2's $1.2 billion asset-backed
notes.

The ratings reflect:

    -- The credit support from the 13.50%, 9.75%, 5.75%, and 2.50%
       subordination for the class A, B, C, and D notes,
       respectively;

    -- A 0.25% reserve fund building to 0.50% of the initial pool
       balance; and

    -- Zero percent overcollateralization building to 1.00% of the
       current pool balance.

The payment structure also features a reprioritization mechanism
under which subordinate interest can be used to cover senior
principal.

                         Ratings Assigned

              Wachovia Auto Loan Owner Trust 2006-2

              Class            Rating        Amount
              -----            ------        ------
              A-1              A-1+       $219,000,000
              A-2              AAA        $378,000,000
              A-3              AAA        $306,000,000
              A-4              AAA        $135,000,000
              B                AA          $45,000,000
              C                A           $48,000,000
              D                BBB         $39,000,000
              E                BB          $30,000,000


WACHOVIA AUTO: Fitch Rates $30 Million Class E Notes at BB
----------------------------------------------------------
Fitch rates these Wachovia Auto Loan Owner Trust 2006-2 fixed-rate
asset-backed notes as:

    -- $219,000,000 class A-1 'F1+';
    -- $378,000,000 class A-2 'AAA';
    -- $306,000,000 class A-3 'AAA';
    -- $135,000,000 class A-4 'AAA';
    -- $45,000,000 class B 'AA';
    -- $48,000,000 class C 'A';
    -- $39,000,000 class D 'BBB+';
    -- $30,000,000 class E 'BB'.

The securities are backed by a pool of new and used automobile and
light-duty truck installment loans originated by WFS Financial
Inc, a subsidiary of Wachovia Bank N.A.  The expected ratings on
the notes are based on the enhancement provided by subordination,
over-collateralization, and a cash reserve account.  The expected
ratings also reflect the servicing capabilities of Wachovia, the
high quality of retail auto receivables originated by WFS, and the
sound legal and cash flow structures.  Wachovia Auto Loan Owner
Trust 2006-2 represents Wachovia's second securitization of WFS
collateral subsequent to its purchase of Westcorp and its auto
finance business, WFS.

The class A notes have initial credit enhancement of 13.75%,
consisting of 13.50% subordination, and a 0.25% reserve.  The
class B notes are supported by initial CE of 10.00% comprised of
9.75% subordination, and a 0.25% reserve.  The class C notes have
6.00% CE (5.75% subordination and a 0.25% reserve), the class D
notes have 2.75% initial CE (2.5% subordination and a 0.25%
reserve) and class E notes have 0.25% initial CE (0.25% reserve).
CE is expected to grow to 15.00% for Class A; 11.25% for class B,
7.25 for class C and 4.00% for class D and 1.5% for class E via
accumulation of the cash reserve account to 0.50% of the initial
pool balance and the growth of OC to 1.00% of the outstanding pool
balance.  Cash reserve floor is set to 0.50% of the initial pool
balance while the floor for OC equals to 0.50%.

As of the statistical cutoff date, the receivables had a weighted
average APR of 12.42%.  The weighted average original maturity of
the pool was 67.0 months and the weighted average remaining term
was 63.5 months resulting in approximately 3.5 months of
collateral seasoning.  The pool has a large concentration of
receivables originated in California (34.02%).  The next four
largest state concentrations are Arizona (5.88%), Washington
(5.75%), Texas (4.01%) and Nevada (3.14%).  The exposure in
California may subject the pool to potential regional economic
downturns; however, the remaining portion of the pool is well
diversified.

Interest and principal are payable monthly, beginning Dec. 20,
2006.  Additional structural protection is provided to senior
noteholders through a shifting payment priority mechanism. In each
distribution period, a test will be performed to calculate note
collateralization amounts.  If notes are undercollateralized,
payments of interest to subordinate classes may be suspended and
made available as principal to higher rated classes.

Based upon a review of WFS's retail auto loan portfolio
performance, prior WFS securitizations, and the composition of the
assets in the securitized pool, Fitch expects Wachovia Auto Loan
Owner Trust 2006-1 to perform consistent with recent
securitizations.  Through June 30, 2006, WFS's managed retail
portfolio of approximately $13.9 billion had total delinquencies
of 1.87%, and net chargeoffs of 1.28% (annualized).  Both
statistics were calculated as a percentage of the amount of
contracts outstanding.


WACHOVIA BANK: Fitch Holds Low-B Ratings on 6 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings affirms these classes of Wachovia Bank Commercial
Mortgage Trust, series 2005-C20, commercial mortgage pass-through
certificates as:

    -- $73.7 million class A-1 at 'AAA';
    -- $148.1 million class A-2 at 'AAA',
    -- $366.4 million class A-3SF at 'AAA';
    -- $218.5 million class A-4 at 'AAA';
    -- $121.1 million class A-5 at 'AAA';
    -- $218.8 million class A-6A at 'AAA';
    -- $50 million class A-6B at 'AAA';
    -- $176.1 million class A-PB at 'AAA';
    -- $861.8 million class A-7 at 'AAA';
    -- $317.5 million class A-1A at 'AAA';
    -- $100 million class A-MFL at 'AAA';
    -- $266.4 million class A-MFX at 'AAA';
    -- $274.8 million class A-J at 'AAA';
    -- Interest-only class X-P at 'AAA';
    -- Interest -only class X-C at 'AAA';
    -- $77.9 million class B at 'AA';
    -- $27.5 million class C at 'AA-';
    -- $68.7 million class D at 'A';
    -- $41.2 million class E at 'A-';
    -- $41.2 million class F at 'BBB+';
    -- $32.1 million class G at 'BBB';
    -- $41.2 million class H at 'BBB-';
    -- $22.9 million class J at 'BB+';
    -- $13.8 million class K at 'BB';
    -- $13.8 million class L at 'BB-';
    -- $9.2 million class M at 'B+';
    -- $9.2 million class N at 'B';
    -- $9.2 million class O at 'B-'.

The $50.4 million class P is not rated by Fitch.

The ratings affirmations are the result of stable performance and
minimal paydown since issuance.  As of the September 2006
remittance report, the transaction has paid down 0.4% to $3.65
billion from $3.66 billion at issuance.

There are currently no specially serviced loans in this
transaction.

Five loans, Americas Mart (5.6%), 60 Hudson Street (4.4%),
Westfield San Francisco Centre (1.6%), 101 Avenue of the Americas
(1.6%), and JCS Studios (0.5%) maintain investment-grade credit
assessments.

The Americas Mart's (a 4,070,908 square-foot (sf) Merchandise Mart
property in Atlanta, GA) year-end (YE) 2005 occupancy was 96%
compared to 95.9% at issuance; 60 Hudson Street's (a 1,051,158 sf
office property located in New York City) year-end 2005 occupancy
was 77% compared to 78% at issuance. Westfield San Francisco
Centre's (a 498,103 sf regional mall located in San Francisco, CA)
year-end 2005 occupancy was 97.5 % compared to 99.2 % at issuance.
For 101 Avenue of the Americas, a 411,097 sf office property
located in New York, and JCS Studios, a 95,870 sf industrial
property located in Brooklyn, NY, 2005 year-end occupancy remains
stable at 100% since issuance.


WACHOVIA BANK: Fitch Holds BB Rating on $5 Million Class MS Certs.
------------------------------------------------------------------
Fitch upgrades these Wachovia Bank Commercial Mortgage Trust,
Series 2005-WHALE 5, commercial mortgage pass-through certificates
as:

    -- $40.6 million Class C to 'AAA' from 'AA+';
    -- $37.7 million Class D to 'AAA' from 'AA';
    -- $14.7 million Class E to 'AAA' from 'AA-';
    -- $14.6 million Class F to 'AA' from 'A+';
    -- $14.6 million Class G to 'A+' from 'A'.

In addition, these classes are affirmed:

    -- $121.5 million Class X-1A at 'AAA';
    -- $269.5 million Class X-1B at 'AAA';
    -- $67.5 million Class X-2, at 'AAA';
    -- $84.0 million Class X-4, at 'AAA';
    -- $96.8 million Class B at 'AAA';
    -- $14.6 million Class H at 'A-';
    -- $13.7 million Class J at 'BBB+';
    -- $11.3 million Class K at 'BBB';
    -- $10.8 million Class L at 'BBB-';
    -- $5 million Class MS at 'BB'.

Classes A-1, A-2, X-3, X-KHP1, X-KHP2, X-KHP3, KHP-1, KHP-2, KHP-
3, KHP-4, KHP-5, OKS, DP-1, DP-2, DP-3, and AG have paid in full.

The upgrades are due to increased credit enhancement from the
repayment of seven loans since issuance, Kyo-YA Hotel Pool, One
Kendall Square, Denholtz Pool, Lightstone Pool 1, Alta Green,
Embassy Suites -SEATAC, and the Radisson Lexington Hotel. Seven
loans remain in the transaction, down from fourteen at issuance.
As of the October 2006 distribution report, the pool's collateral
balance has declined 78.8% to $274.5 million from $1.29 billion at
issuance.

Fitch reviewed year-end (YE) 2005 operating statement analysis
reports and other performance information provided by the master
servicer.  The Fitch stressed debt service coverage ratio (DSCR)
for the loan is calculated based on a Fitch adjusted net cash flow
and a stressed debt service based on the current loan balance and
a hypothetical mortgage constant.  All seven loans maintain their
investment grade credit assessments.

2445 M Street (27.3%) is secured by a 296,017 sf office property
located in Washington, DC.  As of June 2006, the property remains
100% occupied.  There is a $5 million non-pooled senior
participation in this transaction.  The pooled senior
participation Fitch stressed DSCR as of YE 2005 is 1.21 times (x)
from 1.34x at issuance.

New Mexico Mall Pool (20%) is secured by two regional malls
located in Las Cruces and Santa Fe, NM.  Both malls are anchored
by Sears.  As of June 2006, the portfolio's total occupancy is
87%. The Fitch stressed DSCR as of YE 2005 is 1.28x from 1.35x at
issuance.

Dakota Square Mall (13.7%) is secured by a 673,311 regional mall
located in Minot, ND.  The mall is anchored by JC Penney's, Sears
and Herbergers and shadow-anchored by Target.  As of June 2006,
the mall's total occupancy is 88%.  The Fitch stressed DSCR as of
YE 2005 is 1.30x from 1.36x at issuance.

The remaining credit assessed loans, Chicago Place (8.7%), Gallery
at Fulton (8.7%), Vasona Office Park (10.6%), and Lightstone Pool
2 (10.9%) have shown moderate declines in Fitch adjusted net cash
flow (NCF).

Fitch will continue to monitor the loans for further declines in
performance.


WERNER LADDER: Court Extends Lease Decision Period to January 8
---------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates, obtained permission from the U.S. Bankruptcy
Court for the District of Delaware to extend until Jan. 8, 2007,
their Oct. 10, 2006 deadline to assume or reject their unexpired
real property leases.

Pursuant to Section 365(d) of the Bankruptcy Code, a bankruptcy
court may, for "cause", approve a 90-day extension of the initial
120-day period within which a debtor-in-possession must assume or
reject unexpired nonresidential real property leases.

As reported in the Troubled Company Reporter on Sept. 25, 2006,
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP
in Wilmington, Delaware, explained that the Debtors' unexpired
leases are spread throughout the country, including the leases
associated with their manufacturing plant in Merced, California,
three distribution centers, 10 warehouses, the corporate
headquarters, and their sales offices.

According to Mr. Brady, certain of the real property leases are
important assets of the Debtors' estates, including the leases
under the distribution network, which the Debtors are presently
analyzing to assess the value of the leases to determine whether
efficiencies can be generated to reduce the costs associated with
the distribution network.  The Debtors' distribution network
accounts over $50,000,000 in costs each year.

The Debtors believe that they will assume a majority of the real
property leases and reject some of the leases relating to their
warehouses.  The Debtors, however, profess that an extension to
the Lease Decision Period will give them more time to continue
the process of restructuring their distribution network in an
orderly manner and finish the analysis of the network.  Further,
the extension would afford the Debtors the ability to determine
if there are any cost-saving opportunities that would enable
them to increase the distribution network's overall efficiency;
thus resulting in an increase of the Debtors' profitability.

Mr. Brady assures the Court that the extension will not damage or
prejudice the counterparties to the leases because the Debtors
will perform all of their undisputed postpetition obligations
under the leases in a timely fashion as required by Section
365(d)(3).

Pursuant to Del. Bankr. L.R. 9006-2, the filing of the Debtors'
request prior to the expiration of the 120-day period serves as
an automatic extension of Lease Decision Period until the time
the Court rules on the request.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WESTERN APARTMENT: Gets $25,000 Interim Cash Collateral Access
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii authorized
Western Apartment Supply & Maintenance Company to use up to
$25,000 of its lenders' cash collateral to pay upfront fees to
potential refinancing lenders.

The Court will continue the hearing on the Debtor's request at
10:30 a.m. on Dec. 11, 2006.

The Debtor wants to use the cash collateral to pay deposits
required to apply for and obtain refinancing loan from any of
these interested lenders:

   1. Summit Financial and Investment Group LLC;
   2. BanCorp Capital;
   3. ARCS Commerical Mortgage Co., LP; and
   4. La Jolla Bank.

Proceeds of the new loan will pay off the Debtor's outstanding
debt with La Jolla Loans Inc.

La Jolla Loan holds a first mortgage on the Debtor's interest
in the Maui Oceanfront Inn as security for a $7,600,000
construction loan dated March 9, 2001.

The refinancing terms also require that the refinancing lender's
interests in the Maui Oceanfront Inn be in a prime position ahead
of the interests of La Jolla, John Santero, Phoenix Asset
Advisors, and Marc Hotels.

The Debtor assures the Court that the standing of each of the
secured creditors would be unaffected by the priming lien as La
Jolla Loan's secured claim will be reduced by the entire proceeds
of the new loan.

                      About Western Apartment

Based in San Diego, California, Western Apartment Supply &
Maintenance previously filed for chapter 11 protection on
Jan. 12, 2004 (Bankr. D. Hawaii Case NO. 04-00072).  The case
was dismissed on May 16, 2006.

The Debtor filed its second chapter 11 petition on Apr. 18, 2006
(Bankr. S.D. Calif. Case No. 06-00821).  When the Debtor filed for
chapter 22, it listed total assets of $18,045,054 and total debts
of $18,131,069.

On June 30, 2006, at the request La Jolla Loans Inc., a secured
creditor, the U.S. Bankruptcy Court for the Southern District of
California transferred the Debtor's case to the U.S. Bankruptcy
Court for the District of Hawaii on July 1, 2006 (Bankr. D. Hawaii
Case No. 06-00459).  John L. Smaha, Esq., at Smaha & Daley and
Jerry Guben, Esq., at Reinwald, O'Connor & Playdon represent the
Debtor.  No Official Committee of Unsecured Creditors has been
appointed in this case.


WINDSOR QUALITY: S&P Rates $260 Million Senior Loan at B+
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Windsor Quality Food Company Ltd.'s
(B+/Stable/--) $260 million senior secured credit facility.

The facility consists of a $100 million five-year revolving credit
facility and $160 million six-year term loan B, and is rated 'B+'
(the same as the corporate credit rating on Windsor) with a
recovery rating of '3', indicating the expectation for substantial
(50%-80%) recovery of principal in the event of a payment default.

Proceeds from the new credit facility will be used to refinance
the prior $130 million (outstanding) credit facility and
$85 million 13.75% subordinated notes (unrated).

About $58 million is expected to be drawn on the $100 million
revolver at close.  The ratings are based on preliminary terms and
are subject to review upon final documentation.  Ratings for the
company's existing $130 million credit facility will be withdrawn
at closing of the refinancing.

Ratings List

Windsor Quality Food Company Limited

  Corporate credit rating             B+/Stable/--

Rating Assigned

  $260 million bank financing         B+ (Recovery Rating: 3)


WILLIAMS INDUSTRIES: McGladrey & Pullen Raises Going Concern Doubt
------------------------------------------------------------------
McGladrey & Pullen, LLP, expressed substantial doubt about
Williams Industries, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
years ended July 31, 2006 and 2005.  The auditing firm pointed to
the company's recurring losses from operations and its entry into
a Forbearance Agreement with one of its primary lenders, which has
accelerated certain debt.

Williams Industries produced income of $93,000 on revenues of
$42.1 million for the year ended July 31, 2006, compared to a loss
of $11.4 million on revenues of $48.6 million for the year ended
July 31, 2005.  For the fourth quarter of the fiscal year, the
company had revenue of $8 million with a profit of $13,000.
Fiscal 2006 profitability is directly attributable to gains
recognized on the sale of real estate.

At July 31, 2006, the Company's balance sheet showed $30.1 million
in total assets, $24.9 million in total liabilities, minority
interests of $177,000, and approximately  $4.9 million of
stockholders' equity.

Frank E. Williams, III, President and CEO, said that while he was
pleased with the improvements, there is still substantial work to
be done before the company achieves its potential.  "The Board of
Directors and management are in the process of evaluating all of
the company's assets to make sure that we are maximizing value for
the long-term benefit of the corporation and its shareholders,"
Mr. Williams said.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?13de

                       Forbearance Agreement

Williams Industries' line of credit with United Bank of
approximately $2.5 million matured on May 5, 2005.  The Company
subsequently received a Notice of Loan Defaults dated
May 12, 2005.  As a result of the notice, the debts to United
Bank, aggregating approximately $5.4 million, were accelerated and
remain due and payable in full.

The Company entered into a Forbearance Agreement on June 30, 2005,
providing for an initial forbearance period through
Sept. 30, 2005, when a principal payment of $750,000 was due, and
full payment not later than Feb. 28, 2006.

On Sept. 30, 2005, the Company entered into a First Amendment to
Forbearance Agreement, which modified the Forbearance Agreement to
defer a portion of the principal payment and to extend the
maturity of the remaining $4.7 million to March 6, 2006.

On April 4, 2006, the Company entered into a Second Amendment to
Forbearance Agreement. Under the second amendment:

     a) the Company made a payment of $250,000;

     b) the Company remitted $200,000 into a money market account
        to be drawn against to pay interest;

     c) the term of the Forbearance Agreement was extended through
         July 31, 2006;

     d) The Williams Family Limited Partnership increased the
        amount of its pledge of additional collateral by $758,000
        in addition to $1 million pledged in the original
        agreement;

     e) Frank E. Williams, Jr., reaffirmed his personal guarantee
        of $242,000 of the Company's obligations to United Bank;

     f) the Company made an additional principal payment to the
        bank of $1 million by July 31, 2006, from the sale of land
        and extended the term of the Forbearance Agreement through
        Dec. 31, 2006.

In addition, the Company's construction segment is in arrears on
its payments under substantially all of its notes payable and
leases, although, except as disclosed specifically, the lenders
and lessors have not taken action to accelerate the indebtedness,
foreclose on collateral or terminate the subject leases.

                  About Williams Industries

Williams Industries, Inc. -- http://www.wmsi.com/-- is a publicly
owned specialty construction company in the Mid-Atlantic region.
Its subsidiaries provide a range of services and products for the
industrial, commercial and institutional construction markets.
The construction and manufacturing services include: steel and
precast concrete erection; miscellaneous metals installation; the
fabrication of welded steel plate girders; rolled steel beams, and
light structural and other metal products; the construction,
repair and rehabilitation of bridges; and crane rental, heavy and
specialized hauling and rigging.


WILLIAMS PARTNERS: 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 Williams Partners LP.

At the same time, the rating agency affirmed its Ba3 probability-
of-default rating on the Company's 7.5% Sr. Unsec. Global Notes
due 2011 and attached an LGD4 rating on these notes, suggesting
noteholders will experience a 67% 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 Tulsa, Oklahoma, Williams Partners L.P. --
http://www.williamslp.com/-- primarily gathers, transports and
processes natural gas and fractionates and stores natural gas
liquids.  The general partner is Williams Partners GP LLC.


WORLDCOM INC: Richard Drew Seeks Summary Judgment on Claim 11468
----------------------------------------------------------------
Richard Drew, on behalf of himself and all others similarly
situated, asks the U.S. Bankruptcy Court for the District of New
York to grant it summary judgment with respect to Claim No. 11468.

John E. Wall, Jr., Esq., in Dallas, Texas, asserts that summary
judgment is proper because the facts demonstrate that MCI, Inc.,
was assessing and collecting "Federal Universal Service Fee" from
Mr. Drew and other MCI customers on every bill for charges in
excess of MCI/WorldCom's "filed tariff."  Thus, the claims are
subject to allowance pursuant to Section 502(b)(1) of the
Bankruptcy Code.

Mr. Wall relates that from January 1999 through July 1999, Mr.
Drew was charged with a FUSF in an amount in which MCI was not
authorized to assess under its Filed Tariff:

             Total Service    Unauthorized FUSF     Actual FUSF
   Month     Usage Charge     Assessment by MCI       Charged
   -----     ------------     -----------------     -----------
   January       $4.24              $0.35              $0.35
   February      33.37               2.00               2.00
   March         40.62               2.44               2.44
   April         21.62               1.30               1.30
   May           41.57               2.49               2.49
   June          38.17               2.29               2.29
   July           0.66               0.05               0.05

Mr. Drew paid all the excessive charges in reliance of the
Debtors' misrepresentations, Mr. Wall tells the Court.

Mr. Wall maintains that MCI's conduct in collecting the FUSF
constituted fraud and a violation of the Racketeer Influenced and
Corrupt Organization Act.

         Class Certification Is Proper, Richard Drew Says

In May 1999, in connection with the FUSF overcharges, Mr. Drew
filed a purported class action petition in a Texas state court
against MCI, seeking damages under various state tort theories of
recovery.  The Lawsuit was removed to the U.S. District Court for
the Northern District of Texas in June 1999.

The District Court did not certify the Lawsuit as a class action
because MCI said that Mr. Drew must receive permission from the
Federal Communications Commission to bring the action on behalf
of the overcharged customers.  After Mr. Drew filed with the FCC,
MCI then asserted that FCC had no jurisdiction to grant class
action claims, Mr. Wall notes.

Accordingly, Mr. Drew asks the Bankruptcy Court to grant class
certification of Claim No. 11468.

Mr. Wall asserts that the putative class action satisfy the rules
for class treatment set forth in Rule 7023 of the Federal Rules
of Bankruptcy Procedure.

Mr. Wall further asserts that the Class Action Certification is
proper pursuant to Pursuant to Rules 23(a) and (b) of the Federal
Rules of Civil Procedure.

The putative class consists of all of the Debtors' customers who
were charged a fee, which was deceptively entitled the Federal
Universal Service Fee.  The class consists of both business and
residential customers who were billed for the FUSF during any
month between June 15, 1995, and the Petition Date.

Moreover, there could be millions of putative class members, Mr.
Wall points out.  Thus, joinder of all class members is
impracticable.

As the fraud violations were perpetuated through computer
generated billing statements, which were mailed to MCI's
customers, the putative class should be readily identifiable
along with the amounts charged to each class member in excess of
the actual filed tariff, Mr. Wall relates.  Therefore, Mr. Drew
anticipates that difficulties in management of the class should
be minimal.

Furthermore, Mr. Wall continues, the adjudication of separate
claims by individuals would create a risk of inconsistent
adjudications which would establish incompatible standards of
conduct for MCI by reason of the fact that MCI could potentially
charge or have charged different rates for what they misrepresent
as the FUSF derived from the Filed Tariff.

In addition, questions of law and fact are common to each member
of the class.  Specifically, the basis of the fraud claims
stemmed from the MCI's alleged misrepresentation of the FUSF on
the billing statements.  Because the questions of law regarding
fraud violations are the same for each potential class member,
they predominate over any question affecting only individual
members.  Thus, a class action is a superior method for fairly
and efficiently adjudicating the controversy, Mr. Wall contends.

A class action also is a superior method of adjudicating the
matter because Mr. Drew would fairly and adequately represent the
class members, thus obviating the need for individuals to pursue
their claims separately, Mr. Wall assures Judge Gonzalez.

Mr. Drew has retained the Law Office of John E. Wall, Jr. to
represent him and to maintain financial responsibility to fund
the action.  Arrangements for Mr. Drew's attorney's fees have
been made based on a contingent fee basis.

As the potential class members may number in the millions and the
overcharges have occurred since 1997, the amount in controversy
could easily reach $277,401,600, according to Mr. Wall.

It is anticipated that class members will be notified by legal
notice printed on postcards utilizing the Debtors' subscriber
database.  Notice costs should be paid by MCI because of its
fraud and could easily be included in each bill sent to each
customer, Mr. Wall asserts.  In the alternative, Mr. Drew and
counsel will pay for the notice.

Mr. Wall clarifies that when Mr. Drew sought to withdraw the
reference, Mr. Drew was not forum shopping, but rather sought to
have a jury trial on the fraud to assess punitive damage.

                         About WorldCom

WorldCom, Inc., a Clinton, MS-based global communications company,
filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y.
Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.  (WorldCom Bankruptcy
News, Issue No. 126; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WORLDCOM: Court Bars Carrubbas, et. al's Actions to Pursue Claims
-----------------------------------------------------------------
WorldCom Inc. and its debtor-affiliates previously sought to bar
the action brought by Benjamin and Elenora Carrubba and Richard
and Melissa Brown, on behalf of themselves and a putative class of
similarly situated landowners, in the U.S. District Court for the
Southern District of Mississippi.  The Carrubba Action sought tort
damages, based on the use and installation of cables on the
Plaintiffs' land, on theories of trespass, nuisance, and unjust
enrichment and injunctive relief.

The U.S. Bankruptcy Court for the District of New York notes that
the Debtors' prepetition use of the fiber optic cable, assuming
that it constitutes trespass and nuisance, gave rise to a
prepetition right of payment.  The "elements" of the asserted
claims of trespass, nuisance, and unjust enrichment, and the
"right to payment on the basis of those claims, were therefore
established in the prepetition period, as the relationship of the
parties in regards to that use did not alter prepetition to
postpetition, the Honorable Arthur Gonzalez finds.

Therefore, the Court concludes that the asserted tort claims are
prepetition claims discharged upon confirmation of the Debtors'
Plan of Reorganization.

"The Carrubba Plaintiffs cannot escape the discharge of their
claims by simply stating that they seek compensation only for the
Debtors' activities in the postpetition period," Judge Gonzalez
says.

The Carrubba Plaintiffs had the opportunity pre-confirmation to
file a proof of claim for damages but failed to do so, Judge
Gonzalez notes.  "[The Carrubba Plaintiffs] cannot therefore use
the threat of an injunction to obtain a discharged debt now."

The Court further concludes that the Carrubba Plaintiffs' due
process rights were not and will not be violated by the
enforcement of the Confirmation Order.

The Court, however, declines to impose sanctions on the Carrubba
Plaintiffs, equal to the legal fees incurred by the Debtors in
responding to the Carrubba Action.

Accordingly, Judge Gonzalez grants the Debtors' request, except
to the extent that it seeks costs and attorneys' fees.

The Court bars the Carrubbas and Browns from taking further
action to prosecute their lawsuits to recover on those claims.
The Court further directs the Carrubbas and the Browns to:

   -- cease any further acts to attempt to enforce their claims
      against the Debtors; and

   -- dismiss with prejudice all lawsuits against the Debtors to
      the extent that they remain pending.

                         About WorldCom

WorldCom, Inc., a Clinton, MS-based global communications company,
filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y.
Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.  (WorldCom Bankruptcy
News, Issue No. 126; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


XILLIX TECH: Receives Hercules' Demand Letter for Loan Repayment
----------------------------------------------------------------
Xillix Technologies Corp. received a demand letter from Hercules
Technology Growth Capital Inc. for the repayment of a term loan,
after the close of trading on Friday, October 13, 2006.

The term loan was advanced by Hercules to the company's wholly
owned subsidiary, Xillix US Ltd., pursuant to the loan agreement
dated as of December 20, 2005, which loan is guaranteed by the
company.

Hercules has alleged that Xillix is in default under the Loan
Agreement and related security agreement by reason of the
occurrence of material adverse effects consisting of the company's
failure to meet its internal forecasts of sales and EBITDA for
August, 2006 and the fact that the company's total assets to
liabilities ratio in August was less than 1.0 to 1.0. Hercules has
demanded repayment of the loan in the amount of $4,091,034, plus
interest from October 1st at a daily rate of $1,369 and a back end
fee of $115,500, all by October 23, 2006.

The loan was advanced by Hercules to Xillix US in December 2005,
bears interest at the rate of 12.40% per annum, is repayable in
equal blended monthly installments of principal and interest in
the amount of $260,000 each, and is guaranteed by the company and
secured by a security interest in all of the company's assets.

In August 2006, Xillix had a number of discussions with Hercules
regarding the restructuring of the loan, which on August 21, 2006
culminated in the execution of an amendment to the Loan Agreement,
pursuant to which the company agreed to amend certain of the terms
of the Loan, including the amount of the monthly payments, and
paid the sum of $1 million to Hercules as a partial prepayment of
principal.  In exchange, Hercules agreed to waive certain claims
which it otherwise may have had with respect to defaults under the
Loan Agreement.

Since August 2006, the company has continued to keep Hercules'
apprised of developments in its business and has made all required
payments and believes that it has complied with all of the
covenants set out in the Loan Agreement.

In view of the foregoing, the company is considering its response
to Hercules' demand, and will take whatever steps are necessary to
protect its intellectual property and other assets.

                          About Xillix

Xillix Technologies Corp. (TSX:XLX) -- http://www.xillix.com/--  
is a Canadian medical device company and is known for using
fluorescence endoscopy for improved cancer detection.  The
company's currently approved device, Onco-LIFETM, incorporates
fluorescence and white-light endoscopy in a single device that has
been developed for the detection and localization of lung and
gastrointestinal cancers.  Onco-LIFE is approved for sale in the
United States for the lung application and in Europe, Canada and
Australia for both lung and gastrointestinal applications.  The
company also recently developed a new product, LIFE LuminusTM,
designed to allow fluorescence imaging of the colon using
conventional video endoscope technology.

                         *     *     *

At June 30, 2006, Xillix Technologies reported a shareholders'
deficit of $89,689,422.


* 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        (514)      30,128   (1,202)
Atherogenics Inc.       AGIX       (124)         211      165
Biomarin Pharmac        BMRN         49          469      307
Blount International    BLT        (123)         465      126
CableVision System      CVC      (5,362)       9,715      395
Centennial Comm         CYCL     (1,062)       1,434       33
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         107        7,236      204
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        (592)         360      (20)
Echostar Comm           DISH       (512)       9,105    1,589
Emeritus Corp.          ESC        (111)         721      (28)
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          (98)       1,017       (3)
Graftech International  GTI        (166)         900      250
H&E Equipment           HEES        226          707       22
I2 Technologies         ITWO        (54)         211       (9)
ICOS Corp               ICOS        (36)         266      116
IMAX Corp               IMAX        (21)         244       33
Immersion Corp          IMMR        (20)          47       32
Incyte Corp             INCY        (55)         375      155
Indevus Pharma          IDEV       (147)          79       35
J Crew Group Inc.       JCG         (83)         362      101
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        (62)         269       18
McDermott Int'l         MDR         125        3,181       64
McMoran Exploration     MMR         (38)         439      (46)
NPS Pharm Inc.          NPSP       (164)         248      168
New River Pharma        NRPH          0           93       68
Omnova Solutions        OMN          (2)         366       71
ON Semiconductor        ONNN        (75)       1,423      279
Qwest Communication     Q        (2,826)      21,292   (2,542)
Riviera Holdings        RIV         (29)         214        7
Rural Cellular          RCCC       (525)       1,441      151
Rural/Metro Corp.       RURL        (91)         299       45
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        (32)         132       10
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.

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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, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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