TCR_Public/061107.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, November 7, 2006, Vol. 10, No. 265

                             Headlines

2224 HOLDINGS: Voluntary Chapter 11 Case Summary
AIRFREIGHT WAREHOUSE: Case Summary & 40 Largest Unsec. Creditors
AIRGAS INC: Moody's Assigns Loss-Given-Default Rating
ALLIANCE IMAGING: Assigns Loss-Given-Default Ratings
ALLIANCE IMAGING: President & CEO Resigns Effective January 2007

ALLIANCE IMAGING: Sept. 30 Stockholders' Deficit Narrows to $22.2M
AMERICAN MEDIA: Gets Extension on Reports Submission from Lenders
AMERICAN PACIFIC: Moody's Assigns Loss-Given-Default Rating
AMERICAN ROCK: Moody's Assigns Loss-Given-Default Rating
AMERIPATH INC: Assigns Loss-Given-Default Ratings

AMERISOURCEBERGEN CORP: Assigns Loss-Given-Default Ratings
AMERISOURCEBERGEN CORP: Buys All Stock of IgG of America for $35MM
AMI SEMICONDUCTOR: Parent Posts $8.6 Million in 2006 Third Quarter
AMN HEALTHCARE: Assigns Loss-Given-Default Ratings
APCO LLC: Case Summary & Three Largest Unsecured Creditors

APX HOLDINGS: Creditors' Meeting Scheduled on November 21
APX HOLDINGS: Claims Filing Period Ends on February 19
ARMOR HOLDINGS:  Earns $21,282 in 2006 Third Quarter
ARR-MAZ CUSTOM: Moody's Assigns Loss-Given-Default Rating
ASARCO LLC: Mineral Park Says South Mill Sale Done in Good Faith

ASARCO LLC: Court Approves TCS Data Maintenance Contract
ASARCO LLC: Does Not Want Money Judgment Enforced in Montana Suit
ASHLAND INC: Moody's Assigns Loss-Given-Default Rating
AVENTINE RENEWABLE: Moody's Assigns Loss-Given-Default Rating
AZTAR CORP: Sale of Casino Aztar Caruthersville Terminated

BASELINE SPORTS: U.S. Trustee Appoints Five-Member Creditors Panel
BASELINE SPORTS: U.S. Trustee Sets November 15 Creditors Meeting
BASELINE SPORTS: Court Sets Feb. 13 General Claims Filing Bar Date
BAYOU GROUP: Hires Navigant Consulting as Financial Advisor
BAYOU GROUP: Exclusive Plan-Filing Period Stretched to Feb. 28

BOMBARDIER INC: Delta Mulling Purchase of 50 New Aircraft
BROOKFIELD POWER: To Issue CDN$350 Million Unsecured Debentures
BUCKEYE TECHNOLOGIES: Earns $3.8 Million in First Quarter
CALPINE CORP: Court Extends Investigation Deadline to November 15
CALPINE CORP: Rosetta Opposes Lease Decision Period Extension Pact

CALPINE CORP: Wants Court Okay on SDG&E Reinstatement Agreement
CAVE CITY: Voluntary Chapter 11 Case Summary
CENVEO INC: $1.2 Bil. Bid Withdrawal Cues S&P to Hold 'B+' Rating
CHARMING CASTLE: Asks Court's Approval on Cash Collateral Use
CHEMTURA CORP: Moody's Assigns Loss-Given-Default Rating

CII CARBON: Moody's Assigns Loss-Given-Default Rating
CIRRUS LOGIC: Late Results Cue S&P's 'B' Corp. Credit Rating Watch
COMPASS MINERAL: Moody's Assigns Loss-Given-Default Rating
COMPLETE RETREATS: Gets Interim Okay on CIT Capital's Retention
COMPLETE RETREATS: U.S. Trustee Argues O'Connor are Accountants

CONSOLIDATED CONTAINER: Completes Quintex Corporation Asset Buy
COPELANDS' ENT: Committee Wants Kurtzman Carson as Website Agent
COREL CORP: Intervideo Deal Prompts S&P to Hold 'B' Credit Rating
CREDIT SUISSE: Fitch Lifts Rating on $12.9MM Class K Certs to BB+
DELPHI CORP: Judge Drain OKs Expanded FTI Consulting Retention

DELPHI CORP: MobileAria Wants DLA Piper as IP Counsel
DELTA AIR: Judge Hardin Allows Retiree Health Benefit Amendments
DELTA AIR: Mulling Purchase of 50 New Aircraft from Bombardier
DELTA AIR: Exclusive Plan-Filing Period Stretched to February 15
DON JOHNSON: Case Summary & 18 Largest Unsecured Creditors

DWAIN MORSE: Case Summary & Nine Largest Unsecured Creditors
EL PASO CORP: Names Brent Smolik as El Paso Exploration President
ENERGY TRANSFER: Takes First Step in Transwestern Pipeline Buy
ENERGY TRANSFER: Issues Partner Units to ETE LP in Pvt. Placement
ENRON CORP: Court Approves Stipulation Allowing ASRS Claims

ENRON CORP: Wants $90 Million Pact With CFSB Parties Approved
EVERGREEN INT'L: S&P Lifts 'B-' Corporate Credit Rating to 'B'
FIRSTLINE CORP: Brings In FM Stone Commercial as Broker
FREESCALE SEMICON: Moody's Rates Prospective $1.6BB Notes at (P)B2
GATEHOUSE MEDIA: Completed IPO Cues Moody's B1 Corp. Family Rating

GLOBAL POWER: Selects Alvarez & Marsal as Restructuring Advisor
HARLAN SPRAGUE: Moody's Assigns Loss-Given-Default Ratings
HEALTHTRONICS INC: Moody's Assigns Loss-Given-Default Ratings
HOUSE OF EUROPE: Moody's Rates EUR6 Mil. Class E2 Notes at Ba2
HUDSON HIGH: Moody's Puts Ba2 Rating on $7.5 Million Income Notes

IAP WORLDWIDE: Low Revenue Prompts Moody's B3 Corp. Family Rating
INFRASOURCE SERVICES: Earns $10.8 Million in 2006 Third Quarter
INSIGHT HEALTH: Moody's Assigns Loss-Given-Default Ratings
INTERCELL INT'L: Changes Stock Symbol Due to Bankruptcy Dismissal
INTERGRAPH CORP: Moody's Junks Rating on $275 Million Loan

INTERSTATE BAKERIES: Submits Offer to Settle SEC Investigation
INTERSTATE BAKERIES: Sued by Brencourt to Compel Annual Meeting
INTRAWEST CORP: Fortress Deal Cues Moody's to Withdraw Ratings
JAZZ GOLF: Board & Creditors OK Proposal Under Canadian Bankr. Act
JOHN FITE: Case Summary & Two Largest Unsecured Creditors

KENDLE INTERNATIONAL: Moody's Assigns Loss-Given-Default Ratings
KIRKLAND KNIGHTSBRIDGE: Files Schedules of Assets and Liabilities
LE-NATURE'S INC: Goes Into Chapter 11 Case
LE-NATURE'S HOLDINGS: Case Summary & 30 Largest Unsec. Creditors
LENOX GROUP: S&P Puts 'B+' Corporate Credit Rating on CreditWatch

MATRIA HEALTHCARE: Moody's Assigns Loss-Given-Default Ratings
MATRIA HEALTHCARE: S&P Cuts Rating on Proposed $65MM Loan to 'B+'
MEG ENERGY: Oil Deal Cues Moody's Ba3 Corp. Family Rating Review
MESABA AVIATION: Appeals to District Court on Remanded Issues
MGM MIRAGE: To Sell Primm Valley Resorts to Herbst for $400 Mil.

MILLENIUM BIOLOGIX: Proposal Gets Secured Creditors' Unanimous OK
MODERN TECHNOLOGY: Lawrence Scharfman Raises Going Concern Doubt
MQ ASSOCIATES: Moody's Assigns Loss-Given-Default Ratings
NATIONAL MENTOR: Moody's Assigns Loss-Given-Default Ratings
NORTHWEST AIRLINES: Strike Ends As AMFA & Workers Okay Settlement

NORTHWEST AIRLINES: Has Until May 15, 2007 to Remove Civil Action
NORTHWEST AIRLINES: Wants GMAC Commercial Stipulation Approved
NORTHWEST AIRLINES: Wants Management Employment Contracts Assumed
NORTHWESTERN CORP: Judge Farnan Rejects QUIPs Settlement Agreement
NRG ENERGY: Hedge Reset Transaction Cues Fitch to Hold Ratings

NRG ENERGY: Moody's Rates Planned $1.1 Bil. Sr. Unsec. Notes at B1
OWENS & MINOR: Moody's Assigns Loss-Given-Default Ratings
PENTON MEDIA: Prism Deal Cues Moody's Ratings Review for Downgrade
PENTON MEDIA: S&P Places 'CCC+' Corporate Credit Rating on Watch
PILGRIM'S PRIDE: Extends Gold Kist Notes Tender Offer to Nov. 29

PRIMUS TELECOMMS: Net Income Rose to $100,000 in 2006 Third Qtr.
PRISM BUSINESS: $530MM Penton Deal Cues Moody's Junk Rating Review
PRISM BUSINESS: S&P Puts 'B' Corporate Credit Rating on Watch
PSYCHIATRIC SOLUTIONS: Moody's Assigns Loss-Given-Default Ratings
PUREBEAUTY INC: Hires Rose Snyder as Accountant and Auditor

QTC HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
ROWE COMPANIES: Taps Keen Realty as Real Estate Consultants
ROWE COMPANIES: Selects Silver Freedman as Special Counsel
ROWE COMPANIES: Taps FTI as Restructuring Advisors and Consultants
SAINT VINCENTS: Court Approves Three Labor Agreements

SAINT VINCENTS: Trade Creditors Sell Claims Totaling $11,837,983
SEA CONTAINERS: Trustee Schedules 1st Creditor Meeting on Nov. 21
SIRIUS COMPUTER: Moody's Puts $55 Million Facility Rating at B2
SIRIUS COMPUTER: S&P Assigns Corporate Credit Rating at 'B+'
SPRING ASSET: Moody's Rates $18.7 Million Class L Notes at Ba3

STATION CASINOS: Earns $19.2 Million in Quarter Ended Sept. 30
STEINWAY MUSICAL: S&P Puts 'BB-' Corporate Credit Rating on Watch
ST. BERNARD: S&P Affirms 'BB' Underlying Debt Rating
SUPERIOR ENERGY: Names Harold J. Bouillion as New Director
SUPERIOR ENERGY: Exchange Offer for 6-7/8% Notes Ends on Nov. 27

TCM MEDIA: Moody's Affirms B2 Corporate Family Rating
TOUGHER INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
VISHAY INTERTECH: To Buy Int'l Rectifier's PCS for $290 Million
WILDFLOWER RESORT: Case Summary & 20 Largest Unsecured Creditors
WILLOWBEND NURSERY: U.S. Trustee Names 5-Member Creditors' Panel

WILLOWBEND NURSERY: Court OKs Andrew Suhar as Chapter 11 Trustee
WINN-DIXIE: Posts $24M Net Loss in 1st Fiscal Qtr. Ended Sept. 20

* Large Companies with Insolvent Balance Sheets

                             *********

2224 HOLDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 2224 Holdings LLC
        9027 Alexandria Circle
        Wellington, FL 33414

Bankruptcy Case No.: 06-15653

Chapter 11 Petition Date: November 3, 2006

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Justin Bennett, Esq.
                  Glinn Somera & Silva
                  212 North Federal Highway
                  Deerfield Beach, FL 33441
                  Tel: (954) 426-5553

Total Assets: $2,350,000

Total Debts:  $1,838,575

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


AIRFREIGHT WAREHOUSE: Case Summary & 40 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Airfreight Warehouse Corporation
             90 Maiden Lane, 3rd Floor
             New York, NY 10038

Bankruptcy Case No.: 06-12641

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Lansdell Protective Agency, Inc.           06-12643

Type of Business: Airfreight Warehouse is engaged in the
                  airfreight business.  The Debtor owns 100% of
                  Lansdell Protective's common stock.  Lansdell
                  Protective provides security services.
                  See http://www.lansdellpro.com/

Chapter 11 Petition Date: November 6, 2006

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: Dana Patricia Brescia, Esq.
                  Alter & Goldman
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 670-0030
                  Fax: (914) 670-0031

Debtors' Financial Condition as of Oct. 12, 2006:

                                  Total Assets    Total Debts
                                  ------------    -----------
Airfreight Warehouse Corporation      $971,000       $780,000
Lansdell Protective Agency, Inc.    $1,890,000     $1,580,000

A. Airfreight Warehouse Corporation's 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lansdell Protective Agency,                             $166,000
Inc.
90 Maiden Lane, 3rd Fl.
New York, NY 10038

AETNA US Healthcare                                      $11,428
Attn: Aetna-Middletown
P.O. Box 13054
Newark, NJ 07188

Toyota Motor Credit Corp.                                 $9,159
P.O. Box 2431
Carol Stream, IL

Regency Recycling Corp.                                   $6,949

Paraco Gas Inc.                                           $6,603

State of NY Dept. of Labor    State taxes                 $6,063

New York Steel Services                                   $5,778

Vincent Martella                                          $5,169

Raymond Leasing Corporation                               $4,589

Rothstein, Kass & Co., PC                                 $3,000

Wrap-n-Pack                                               $2,317

BMW Financial Services                                    $2,269

The Coughlin Group                                        $2,151

American Check Cashing & Fin                              $2,120

Kearns, John                  Vacation pay                $2,040

Banc of America Leasing                                   $1,995

Toyota Lift of New York Inc.                              $1,921

Netifice Communications                                   $1,769

Staples Credit Plan                                       $1,629

B&H Check Cashing Serv. of                                $1,626
Bkly.

B. Lansdell Protective Agency, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                              Claim Amount
   ------                              ------------
Local 18                                   $210,465
321 86th Street
Brooklyn, NY 11209

Local 18 IUPPE-IWA-Welfare Fun              $52,652

New York Shipping                           $47,064
100 Wood Avenue South, Ste. 304
Attn: Kathy Wekwert
Iselin, NJ 08830

NYS Dept. of Labor                          $34,963
State Office Bldg. Campus, Room #500
Albany, NY 12240

Progressive Insurance Co.                   $25,857

Tarter Krisky & Drogin, LLP                 $13,065

Tiger Information Systems, Inc.             $12,235

The Coughlin Group                           $9,825

HSBC USA, N.A.                               $7,623

Valiant Communications, Inc.                 $6,231

ISOPGU                                       $5,361

Health Ins. Plan of Greater, NY              $4,795

The State Insurance Fund                     $4,543

Tuite, Thomas                                $4,332

Bridgecom International Inc.                 $3,510

A.M. Property Holding                        $3,153

PC dot COM, Inc.                             $2,719

Exxonmobil                                   $2,551

Rothstein Kass & Co., PC                     $2,500

NEDPC                                        $2,450


AIRGAS 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. Chemicals and Allied Products sectors,
the rating agency confirmed its Ba1 Corporate Family Rating for
Airgas Inc.

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

                                                    Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $225 Million
   9.125% Senior
   Subordinated Notes
   due 2011                Ba2      Ba2     LGD5       89%

   $150 Million
   6.25% Senior
   Subordinated Notes
   due 2014                Ba2      Ba2     LGD5       89%

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

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

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

Airgas Inc. (NYSE:ARG) -- http://www.airgas.com/-- distributes
industrial, medical and specialty gases, welding, safety and
related products.  The Company's integrated network of about 900
locations includes branches, retail stores, gas fill plants,
specialty gas labs, production facilities and distribution
centers.  Airgas also distributes its products and services
through eBusiness, catalog and telesales channels.  Its national
scale and strong local presence offer a competitive edge to its
diversified customer base.


ALLIANCE IMAGING: 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 Healthcare Service and Distribution sector,
the rating agency confirmed its B1 Corporate Family Rating for
Alliance Imaging Inc.

Additionally, Moody's revised or confirmed its probability-of-
default ratings and assigned loss-given-default ratings on these
loans facilities:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Revolver due 2010      B1       Ba3     LGD3        35%

   Senior Secured
   Term Loan              C1       Ba3     LGD3        35%

   Senior Secured
   Bank Credit
   Facility (Term
   Loan) due 2011         B1             Withdrawn

   7.25% Senior
   Subord. Notes
   due 2012               B3       B3      LGD5        88%

Moody's 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 its 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%).

Anaheim, Calif.-based Alliance Imaging Inc. (NYSE: AIQ) --
http://www.allianceimaging.com/-- is a national provider of
shared-service and fixed-site diagnostic imaging services.
Alliance provides imaging services primarily to hospitals and
other healthcare providers on a shared and full-time service
basis, in addition to operating a growing number of fixed-site
imaging centers.  The company had 494 diagnostic imaging systems,
including 334 MRI systems and 71 PET or PET/CT systems, and over
1,000 clients in 44 states at Sept. 30, 2006.


ALLIANCE IMAGING: President & CEO Resigns Effective January 2007
----------------------------------------------------------------
Alliance Imaging Inc.'s president and chief operating officer,
Andrew P. Hayek, has submitted his resignation effective January
2007 to pursue an opportunity with DaVita Inc.

Regarding Mr. Hayek's departure, Paul S. Viviano, chairman of the
board and chief executive officer, stated, "Over the past four
years, Andrew has led many of the initiatives which have helped
transform Alliance Imaging and I greatly appreciate his
outstanding leadership and performance.  I wish Andrew well in his
future endeavors."

"As we commence our efforts to select a candidate to succeed
Andrew, I am highly confident that our senior management team will
continue to move forward with the various initiatives underway to
meet the opportunities and challenges facing Alliance."

Anaheim, Calif.-based Alliance Imaging Inc. (NYSE: AIQ) --
http://www.allianceimaging.com/-- is a national provider of
shared-service and fixed-site diagnostic imaging services.
Alliance provides imaging services primarily to hospitals and
other healthcare providers on a shared and full-time service
basis, in addition to operating a growing number of fixed-site
imaging centers.  The company had 494 diagnostic imaging systems,
including 334 MRI systems and 71 PET or PET/CT systems, and over
1,000 clients in 44 states at Sept. 30, 2006.


ALLIANCE IMAGING: Sept. 30 Stockholders' Deficit Narrows to $22.2M
------------------------------------------------------------------
Alliance Imaging Inc. announced results for the third quarter and
nine months ended Sept. 30, 2006.

At Sept. 30, 2006, the Company's balance sheet showed $674.268
million in total assets and $696.476 million in total liabilities,
resulting in a $22.208 stockholders' deficit.  The Company had a
$40.256 deficit at Dec. 31, 2005.

For the third quarter of 2006, the Company reported $5.011 million
of net income compared with $4.895 million of net income for the
comparable period in 2005.

Revenue for the third quarter of 2006 increased 6.8% to
$113.5 million from $106.2 million in the comparable 2005 quarter.
For the nine months of 2006, revenue was $344.1 million compared
with $320.6 million in the same period of 2005, an increase of
7.3%.

Alliance's Adjusted EBITDA was $42.2 million in the third quarter,
a 6.7% increase compared with $39.6 million in the same quarter a
year ago.  For the nine months of 2006, Adjusted EBITDA totaled
$130.7 million compared with $122.5 million in the first nine
months of 2005, an increase of 6.7%.   "Adjusted EBITDA" as
defined under the terms of Alliance's Credit Agreement, is
earnings before interest expense, net of interest income; income
taxes; depreciation expense; amortization expense; minority
interest expense; non-cash share-based compensation; a maximum of
$750,000 of severance and related costs in each fiscal year; the
tentative class action lawsuit settlement; and other non-cash
charges.

Cash flows provided by operating activities were $28.7 million in
the third quarter of 2006 compared with $42.3 million in the
corresponding quarter of 2005, and totaled $77.2 million and
$93 million in the nine months of 2006 and 2005, respectively.

Capital expenditures in the third quarter of 2006 were
$13.5 million compared with $17.5 million in the third quarter of
2005, and were $56.5 million and $46.5 million for the nine months
of 2006 and 2005, respectively.  Alliance opened five new fixed-
sites in the third quarter of 2006 and has opened 10 new fixed-
sites in the first nine months of 2006.

Alliance's total long-term debt (including current maturities)
decreased $35.8 million to $543.8 million as of Sept. 30, 2006,
from $579.6 million as of December 31, 2005.  Cash and cash
equivalents decreased $500,000 to $12.9 million at Sept. 30, 2006,
from $13.4 million at Dec. 31, 2005.

Paul S. Viviano, chairman of the board and chief executive
officer, stated, "We are pleased with our continued progress and
our financial performance year to date.  We are pleased to be in a
position to increase our full year 2006 guidance given our current
circumstances.

"To alleviate the impact of the industry-wide pressures that
Alliance faces, we will continue to focus on investing in our
growth products-PET/CT, fixed-sites and radiation therapy; operate
our mobile MRI business efficiently; and continue to drive our
cost-savings initiatives."

                      Full Year 2006 Guidance

The Company's previous guidance was for revenue to range from
$445 million to $453 million and Adjusted EBITDA to range from
$163 million to $168 million.

Alliance is raising its full year 2006 revenue and Adjusted EBITDA
2006 guidance.  The Company's revenue guidance is now expected to
range from $452.5 million to $455.5 million.  Alliance's Adjusted
EBITDA is now expected to range from $168.5 million to
$171 million.

The Company's previous guidance was for capital expenditures to
range from $85 million to $90 million and the reduction in long-
term debt, net of the change in cash and cash equivalents, to
range from $25 million to $30 million.

Alliance now expects capital expenditures to range from
$75 million to $80 million and expects a reduction in long-term
debt, net of the change in cash and cash equivalents, to range
from $30 million to $35 million.

Consistent with previous guidance, the Company expects to open
10 to 15 fixed-sites in 2006, a portion of which are planned to
replace mobile service to the Company's current customers.  The
Company's full year 2006 income tax rate is expected to total
approximately 41% of pretax income.

                 Medicare Reimbursement Reductions

The Deficit Reduction Act of 2005 was signed Feb. 8, 2006, into
law by President George W. Bush.  The DRA imposes caps on Medicare
payment rates for certain imaging services, including MRI, PET,
and PET/CT, furnished in physician's offices and other non-
hospital based settings.

Under the cap, payments for specified imaging services cannot
exceed the hospital outpatient payment rates for those services.
This change is to apply to services furnished on or after Jan. 1,
2007.  The limitation is applicable to the technical component of
the services only, which is the payment the Company receives for
the services for which the Company bills directly under the
Medicare Physician Fee Schedule.

The technical reimbursement under the Physician Fee Schedule
generally allows for higher reimbursement than under the hospital
outpatient prospective payment system.

The Centers for Medicare and Medicaid Services issued Nov. 1,
2006, a final determination of Medicare Part B HOPPS reimbursement
rates for PET and PET/CT imaging procedures.  The national rate
for PET scans will be reduced from the current rate of $1,150 per
scan to $855 per scan effective Jan. 1, 2007.  The national rate
for PET/CT scans will be reduced from the current rate of $1,250
per scan to $950 per scan effective Jan. 1, 2007.

For full year 2006, Alliance estimates that approximately 5.6% of
the Company's revenue will be billed directly to the Medicare
program, which has increased from approximately 4.3% of the
Company's revenue billed directly to the Medicare program in 2005.

If the DRA had been in effect for full year 2006, Alliance
estimates the reduction in Medicare revenue due to the DRA
reimbursement rate decrease would have reduced revenue and
Adjusted EBITDA by approximately $9.7 million.

Additionally, the PET and PET/CT Medicare HOPPS reduction would
have reduced revenue and Adjusted EBITDA by approximately
$2.8 million.  Combined, the DRA and PET and PET/CT Medicare HOPPS
rate reductions would have negatively impacted Alliance's 2006
revenue and Adjusted EBITDA by a total of $12.5 million.

In addition, the DRA also codifies the reduction in reimbursement
for multiple images on contiguous body parts.  Effective Jan. 1,
2006, CMS pays 100% of the technical component of the higher
priced imaging procedure and 75% for the technical component of
each additional imaging procedure for multiple images of
contiguous body parts within a family of codes performed in the
same session.

The Company believes that the implementation of this reimbursement
reduction in 2006 has not had a significant impact on Alliance's
financial condition and results of operation.

             2007 Adjusted EBITDA Preliminary Outlook

Given the significant Medicare reimbursement reductions that will
impact the Company in 2007, Alliance's preliminary 2007 outlook is
for Adjusted EBITDA to range from $146 million to $154 million.
The 2007 Medicare reimbursement reductions discussed are expected
to have a negative impact on Adjusted EBITDA of approximately
$14 million.

Alliance's 2007 budget is in the process of being completed and
its 2007 Adjusted EBITDA outlook is subject to change.  The
Company is providing this preliminary outlook to assist in
understanding the impact of the DRA and the PET and PET/CT HOPPS
reimbursement changes and their projected impact on Alliance.
Full year 2007 guidance is unavailable at this time and the
Company intends to provide a guidance in mid-December 2006.

                      About Alliance Imaging

Anaheim, Calif.-based Alliance Imaging Inc. (NYSE: AIQ) --
http://www.allianceimaging.com/-- is a national provider of
shared-service and fixed-site diagnostic imaging services.
Alliance provides imaging services primarily to hospitals and
other healthcare providers on a shared and full-time service
basis, in addition to operating a growing number of fixed-site
imaging centers.  The company had 494 diagnostic imaging systems,
including 334 MRI systems and 71 PET or PET/CT systems, and over
1,000 clients in 44 states at Sept. 30, 2006.


AMERICAN MEDIA: Gets Extension on Reports Submission from Lenders
-----------------------------------------------------------------
American Media Operations Inc. has entered into an amendment and
waiver of a credit agreement, dated Jan. 30, 2006, with Deutsche
Bank Securities Inc., as the syndication agent, Bear Stearns
Corporate Lending Inc., General Electric Capital Corporation and
Lehman Commercial Paper Inc., as documentation agents, and
JPMorgan Chase Bank, N.A., as administrative agent.

The Waiver, among others, extends the deadlines for delivery of
the Company's financial statements as follows:

     (i) for the fiscal quarter ended Dec. 31, 2005 to
         Feb. 15, 2007;

    (ii) for the fiscal year ended March 31, 2006 to
         Feb. 15, 2007;

   (iii) for the fiscal quarter ended June 30, 2006 to
         March 15, 2007;

    (iv) for the fiscal quarter ended Sept. 30, 2006 to
         March 15, 2007; and

     (v) for the fiscal quarter ending Dec. 31, 2006 to
         March 15, 2007.

The amendment and waiver also provides that, if any amendment is
obtained, with respect to the 10.25% Senior Subordinated Notes due
2009 and the 8.875% Senior Subordinated Notes due 2011, to extend
the deadlines for delivery of the Company's financial statements,
and the deadline of the extension is due on a date earlier than
the date allowed by the Waiver, its financial statements will be
due on the earlier date.

A full text-copy of the Amendment and Waiver may be viewed at no
charge at http://ResearchArchives.com/t/s?1483

Headquartered in Boca Raton, Florida, American Media Operations
Inc., is a publisher of celebrity, health and fitness, and Spanish
language magazines, including Star, Shape, Men's Fitness, Fit
Pregnancy, Natural Health, and The National Enquirer.  AMI also
owns Distribution Services, Inc.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 4, 2006,
Moody's Investors Service downgraded all of its ratings for
American Media Operations Inc., including the company's
$60 million Senior Secured Revolving Credit Facility Due 2012 and
$450 million Senior Secured Term Loan Due 2013, which ratings were
lowered to B2 from B1.

In addition, Moody's downgraded its ratings on the company's
$150 million 8.875% Senior Subordinated Notes Due 2011 and
$400 million 10.25% Senior Subordinated Notes Due 2009 to Caa3
from Caa1.

Moody's also junked the company's B2 Corporate Family Rating.  The
rating outlook is negative.


AMERICAN PACIFIC: 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. chemicals and allied products sectors,
the rating agency confirmed its B2 Corporate Family Rating for
American Pacific Corporation.

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

                                                    Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $10 Million
   Guaranteed Senior
   Secured First
   Lien Revolving
   Credit due 2010         B2       Ba3     LGD2       26%

   $65 Million
   9.5% Guaranteed
   Senior Secured
   First Lien Term
   Loan due 2010           B2       Ba3     LGD2       26%

   $20 Million
   14.5% Guaranteed
   Senior Secured
   Second Lien Term
   Loan due 2011          Caa1      B3      LGD4       66%

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

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

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

American Pacific Corp. -- http://apfc.com/-- is a specialty
chemical company that produces energetic products used primarily
in space flight and defense systems, automotive airbag safety
systems and explosives, Halotron, a clean fire extinguishing agent
and water treatment equipment.  In November 2005, American Pacific
acquired the former Aerojet Fine Chemicals business.  Ampac Fine
Chemicals, as it is now known, is a manufacturer of active
pharmaceutical ingredients and registered intermediates under cGMP
guidelines for commercial customers in the pharmaceutical
industry, involving high potency compounds, energetic and
nucleoside chemistries, and chiral separation.  In 2004 American
Pacific acquired the former Atlantic Research Corporation liquid
in-space propulsion business.  Ampac-ISP, as it is now known, is a
supplier of commercial and military propulsion products
and a producer of bipropellant thrusters.


AMERICAN ROCK: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Chemicals and Allied Products sectors,
the rating agency confirmed its B3 Corporate Family Rating for
American Rock Salt Company LLC and its Caa1 rating on the
Company's $100 million issue of 9.5% guaranteed senior secured
notes due 2014.  Moody's also assigned an LGD4 rating to those
loans, suggesting noteholders will experience a 68% 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%).

Mount Morris, New York-based American Rock Salt Company LLC is
engaged in the highway de-icing salt industry.


AMERIPATH INC: 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 Healthcare Service and Distribution sector,
the rating agency confirmed its B2 Corporate Family Rating for
AmeriPath Inc.

Additionally, Moody's revised or confirmed its probability-of-
default ratings and assigned loss-given-default ratings on these
loans facilities:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
Senior Secured
Revolver Credit
Facility due 2010          B1      Ba2     LGD2        19%

Senior Secured
Term Loan B Due 2012       B1      Ba2     LGD2        19%

Senior Subordinated
Notes due 2013             B3      B3      LGD5        74%

Moody's 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 its 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%).

Headquartered in Palm Beach Gardens, Fla., AmeriPath Inc. --
http://www.ameripath.com/-- provides anatomic pathology practice
services in the United States.  AmeriPath offers a broad range of
testing and information services used by physicians in the
detection, diagnosis, evaluation, and treatment of cancer and
other diseases and medical conditions.


AMERISOURCEBERGEN CORP: 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 Healthcare Service and Distribution sector,
the rating agency confirmed its Ba1 Corporate Family Rating for
AmerisourceBergen Corp.

Additionally, Moody's confirmed its probability-of-default ratings
and assigned loss-given-default ratings on these loans facilities:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
5.625% Senior
Notes due 2012            Ba1      Ba1     LGD3        49%

5.875% Senior
Notes due 2015            Ba1      Ba1     LGD3        49%

Moody's 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 its 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%).

Valley Forge, Pa.-based AmerisourceBergen Corp. (NYSE:ABC) --
http://www.amerisourcebergen.com/-- is a pharmaceutical services
company in the United States and Canada.  Servicing pharmaceutical
manufacturers and healthcare providers in the pharmaceutical
supply channel, the Company provides drug distribution and related
services designed to reduce costs and improve patient outcomes.


AMERISOURCEBERGEN CORP: Buys All Stock of IgG of America for $35MM
------------------------------------------------------------------
AmerisourceBergen Corporation has acquired all of the outstanding
stock of IgG of America Inc. for approximately $35 million in
cash.

The acquisition also includes a contingent payment of up to
approximately $8.5 million based on IgG of America achieving
specific earnings targets in calendar year 2008.  The transaction
is expected to be slightly accretive to the Company's fiscal 2007
earnings.

"The addition of IgG of America supports AmerisourceBergen's
strategy of building our specialty pharmaceuticals services to
manufacturers.  IgG is a leader in the IVIG area, and is an
excellent addition to our services in the pharmaceutical supply
channel," AmerisourceBergen chief executive officer R. David Yost
said.

                       About IgG of America

Based in of Linthicum, Maryland, IgG of America Inc. is a
specialty pharmacy and infusion services business specializing in
the blood derivative IVIG.  IgG had revenues of approximately
$29 million over the last 12 months ended Sept. 30, 2006.  IgG
will become part of the AmerisourceBergen Specialty Group.

                   About AmerisourceBergen Corp.

Valley Forge, Pa.-based AmerisourceBergen Corp. (NYSE:ABC) --
http://www.amerisourcebergen.com/-- is a pharmaceutical services
company in the United States and Canada.  Servicing pharmaceutical
manufacturers and healthcare providers in the pharmaceutical
supply channel, the Company provides drug distribution and related
services designed to reduce costs and improve patient outcomes.


AMI SEMICONDUCTOR: Parent Posts $8.6 Million in 2006 Third Quarter
------------------------------------------------------------------
AMIS Holdings, Inc., the parent company of AMI Semiconductor has
reported its financial results for the third quarter and nine
months ended September 30, 2006.

Net income for third quarter 2006 was $8.6 million, compared to
net income of $11.7 million for the same period in 2005.

Third quarter 2006 revenue was $159.3 million, an increase of six
percent sequentially and 27 percent compared to the third quarter
of 2005.  Excluding $22.3 million of revenue in the third quarter
from the Flextronics semiconductor business and $1.4 million from
the acquisitions of the Starkey design center and the select
businesses of NanoAmp, organic revenue was a record $135.6
million, up 11 percent year over year.

Revenue for the first nine months of 2006 was $448.6 million, an
increase of 23 percent compared to the first nine months of 2005.
Net income for the first nine months of 2006 was $25.4 million,
compared to net income of $12 million for the same period of 2005.

"I am very pleased with our ability to deliver back-to-back
quarters of record revenue," stated Christine King, chief
executive officer.  "In addition, our target markets remain
healthy and new product introductions are on plan for the year.
Although our third quarter margins were disappointing we are
focused on generating greater margin leverage. Based on the margin
improvement plans we have in place, I expect to see positive
results in the fourth quarter. "

The Company generated operating cash flow during the quarter of
$25.2 million.  Cash at the end of the quarter was $91.5 million,
a sequential decrease of $17 million due primarily to payments for
acquisitions during the quarter.  Capital expenditures during
third quarter 2006 were $12.9 million.

                           Restatement

In connection with the September 2006 preparation and filing of
the Company's federal tax return for the year ended December 31,
2005, the Company discovered that it had provided incorrect
amounts of income tax expense in its financial statements in 2005
and the first two quarters of 2006 due to a misapplication of
federal tax rules applicable to transactions between the Company
and its foreign subsidiaries.  The problem first occurred in the
fourth quarter of 2005.  As a result, the Company determined it
must restate its previously reported financial statements for 2005
and the first two quarters of 2006.  The effect of this
restatement in 2005 is to increase net income by approximately
$1.1 million.

For 2006, the restatement in first quarter will increase net
income by approximately $100,000.  However there will be no impact
to non-GAAP diluted earnings per share. In the second quarter, net
income will increase by approximately $100,000, with no impact on
diluted earnings per share on a GAAP and non-GAAP basis.

These restatements do not affect the income amounts reported for
the three and nine months ended Oct. 1, 2005.  The restatements
have no impact on previously reported net cash flow from
operations in any period.

                        Business Outlook

"We expect that third quarter will represent the trough in our
margins," said David Henry, senior vice president and chief
financial officer.  "Key operational initiatives are in place and
management's main focus is on improving margin leverage on both a
short-term and long-term basis.  Some of the effects of these
actions can be seen in our balance sheet, as days of inventory in
the third quarter declined 8 days sequentially.  Our guidance for
the fourth quarter of 2006 is as follows:

         * Revenue is expected to be flat sequentially;

         * Gross margin is expected to increase 50 basis points
           sequentially;

         * Non-GAAP operating margin is expected to increase by
           approximately 50 to 100 basis points sequentially;

         * On a non-GAAP basis, our effective tax rate for the
           fourth quarter is expected to be 19 to 20 percent;

         * Non-GAAP diluted earnings per share is expected to be
           approximately $0.17 to $0.18;

         * Stock-based compensation expense is expected to
           decrease GAAP diluted earnings per share by
           approximately $0.02; and

        * Capital expenditures for the year are expected to remain
          at approximately eight percent of annual revenues."

AMI Semiconductor -- http://www.amis.com/-- designs and
manufactures silicon solutions.  AMI operates globally with
headquarters in Pocatello, Idaho, European corporate offices in
Oudenaarde, Belgium, and a network of sales and design centers
located in the key markets of the North America, Europe and the
Asia Pacific region.


AMN HEALTHCARE: 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 Healthcare Service and Distribution sector,
the rating agency lowered its Corporate Family Rating for AMN
Healthcare Inc. to Ba3 from Ba2.

Additionally, Moody's confirmed its probability-of-default ratings
and assigned loss-given-default ratings on these loans facilities:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
5-yr Senior Secured
Revolver due 2010         Ba2      Ba2     LGD2        28%

6-yr Senior Secured
Term Loan B due 2011      Ba2      Ba2     LGD2        28%

Moody's 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 its 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%).

Based in San Diego, Calif.-based AMN Healthcare Inc. --
http://www.amnhealthcare.com/-- a subsidiary of AMN Healthcare
Services Inc., recruits nurses, physicians, and allied healthcare
professionals nationally and internationally and places them at
acute-care hospitals and healthcare facilities throughout the
United States.  The company provides travel nurse staffing
services, locum tenens (temporary physician staffing) and
permanent placement services for physicians and other clinicians.


APCO LLC: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------
Debtor: APCO, LLC
        c/o Charles A. Tingle, Jr., P.C.
        538 Scenic Highway
        Lawrenceville, GA 30045

Bankruptcy Case No.: 06-74210

Chapter 11 Petition Date: November 6, 2006

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Theodore N. Stapleton, Esq.
                  Theodore N. Stapleton, P.C.
                  Suite 1740, Two Paces West 2727
                  Pace Ferry Road
                  Atlanta, GA 30339
                  Tel: (770) 436-3334
                  Fax: (770) 436-5398

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Salah Abdo                       Loans                 $250,000
P.O. Box 1002
Snellville, GA 30078-1002

Raid Abdo                        Loans                  $70,000
P.O. Box 1002
Snellville, GA 30078-1002

Katherine Sherrington            Property Taxes         $56,000
Gwinnett Justice Center
75 Langley Drive
Lawrenceville, GA 30045


APX HOLDINGS: Creditors' Meeting Scheduled on November 21
---------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of APX
Holdings LLC's creditors at 11:00 a.m., on Nov. 21, 2006, at
725 S Figueroa St., Room 101 in Los Angeles, California.

The Debtors originally filed for Chapter 11 protection in March
2006.  Their cases were converted to liquidation proceedings under
Chapter 7 of the Bankruptcy Code on Sept. 21, 2006.  Richard K.
Diamond was appointed as bankruptcy trustee.

This Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
officer of the Debtor under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.  All creditors are invited, but are not
required, to attend.

Headquartered in Santa Fe Springs, California, APX Holdings LLC
-- http://www.shipapx.com/-- provides small parcel and freight
delivery services to high volume commercial customers.  The Debtor
and eight of its affiliates filed for chapter 11 protection on
Mar. 16, 2006 (Bankr. C.D. Calif. Case No. 06-10875).  Martin R.
Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represents
the Debtors in their restructuring efforts.  David W. Meadows,
Esq., and Rodger M. Landau, Esq., represent the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they estimated assets and debts of more than
$100 million.


APX HOLDINGS: Claims Filing Period Ends on February 19
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
set Feb. 19, 2007, as the deadline for all creditors owed money by
APX Holdings LLC and its debtor-affiliates, on account of claims
arising prior to March 16, 2006, to file formal written proofs of
claim.

Proofs of claims must be filed with the Clerk of the Bankruptcy
Court at this address:

              Bankruptcy Clerk's Office
              Central District of California
              255 East Temple Street
              Los Angeles, CA 90012
              Telephone number: 213-894-3118

Headquartered in Santa Fe Springs, California, APX Holdings LLC
-- http://www.shipapx.com/-- provides small parcel and freight
delivery services to high volume commercial customers.  The Debtor
and eight of its affiliates filed for chapter 11 protection on
Mar. 16, 2006 (Bankr. C.D. Calif. Case No. 06-10875).  Martin R.
Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represents
the Debtors in their restructuring efforts.  David W. Meadows,
Esq., and Rodger M. Landau, Esq., represent the Official Committee
of Unsecured Creditors.  The Debtors originally filed for Chapter
11 protection in March 2006.  Their cases were converted to
liquidation proceedings under Chapter 7 of the Bankruptcy Code on
Sept. 21, 2006.  Richard K. Diamond was appointed as bankruptcy
trustee. Rodger M. Landau, Esq., represents Mr. Diamond.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of more than $100 million.


ARMOR HOLDINGS:  Earns $21,282 in 2006 Third Quarter
----------------------------------------------------
Armor Holdings Inc. reported a $21,282 net income on $562,805 of
revenues for the third quarter ended Sept. 30, 2006, compared with
a $26,483 net income on $447,664 of revenues for the same period
in 2005.

At Sept. 30, 2006, the company's balance sheet showed $2,231,264
in total assets, $1,414,112 in total liabilities, and $817,152 in
total stockholders' equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $718,347 in total current assets available
to pay $858,018 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?147f

Headquartered in Jacksonville, Florida, Armor Holdings, Inc.
-- http://www.armorholdings.com/-- manufactures and distributes
security products and vehicle armor systems for the law
enforcement, military, homeland security, and commercial markets.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Moody's Investors Service confirmed its Ba3 Corporate Family
Rating for Armor Holdings Inc.


ARR-MAZ CUSTOM: 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. chemicals and allied products sectors,
the rating agency confirmed its B2 Corporate Family Rating for
Arr-Maz Custom Chemicals Inc.

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

                                                    Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $125 Million
   Guaranteed Senior
   Secured First
   Lien Term Loan
   due 2012                B2       B1      LGD3       36%

   $15 Million
   Guaranteed Senior
   Secured First
   Lien Revolver
   due 2012                B2       B1      LGD3       36%

   $52.5 Million
   Guaranteed Senior
   Secured Second
   Lien Term Loan
   due 2011               Caa1     Caa1     LGD5       86%

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

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

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

Headquartered in Mulberry, Florida, Arr-Maz Custom Chemicals,
Inc., develops and produces process chemicals for phosphate mining
and functional additives for the phosphate fertilizer, asphalt,
nitrogen chemicals and industrial minerals industries.  Arr-Maz
had 2005 revenues of $153 million.  On June 30, 2006, the firm was
sold by Wind Point Partners to certain funds managed by GSO
Capital Partners, a New York-based investment advisor.


ASARCO LLC: Mineral Park Says South Mill Sale Done in Good Faith
----------------------------------------------------------------
Mineral Park Inc. argues that the execution of the Letter
Agreement for the sale of the South Mill of the Mission Mine and
the closing of the sale transaction in July 2005 do not
constitute a preferential transfer.

In the alternative, ASARCO LLC may not avoid the South Mill Sale
because the execution of the Letter Agreement and the closing of
the transaction were intended by the Debtor and Mineral Park as a
contemporaneous exchange for new value and were in fact a
substantially contemporaneous exchange, Patricia Reed Constant,
Esq., at Corpus Christi, Texas, contends.

Mineral Park believes that ASARCO's business decisions were
reasonable based on the information available at that time and
its legitimate business desires -- primarily to cut the cost of
copper production by focusing on the North Mill only and to
receive fair market value for a surplus asset, the South Mill.

ASARCO LLC decided to market and attempt to sell the South Mill
by early 2004.  ASARCO further decided to stick firm to its
asking price of $6,000,000.  Having received no comparable offers
over a year-and-a-half period, ASARCO sold the surplus South Mill
assets in July 2005 as a result of arm's-length, good faith
negotiations over a ten-week period, Ms. Constant maintains.

Now, fifteen months later, with record high copper prices,
ASARCO's new management seek to undo the July 2005 sale, so that
it can attempt to exploit the high prices to enhance the estate,
even though Mineral Park paid fair market value for the South
Mill, Ms. Constant contends.

Under laws for constructive fraud, the transferee only may be
held liable if it did not pay reasonably equivalent value.  Ms.
Constant argues that ASARCO has not produced any legitimate
evidence that Mineral Park paid too little, and Mineral Park has
proffered substantial evidence that it paid fair value.  "Having
received reasonably equivalent value in July 2005, ASARCO now
cannot undo in hindsight its own decisions through the fraudulent
transfer laws," Ms. Constant says.

Ms. Constant tells the Court that Unverzagt & Associates
Machinery has inspected the mill and performed research and
analysis.  Unverzagt estimates the aggregate fair market value of
the South Mill to have been $5,956,000 as of July 2005.

Ms. Constant further contends that ASARCO has fallen far short of
proffering adequate evidence as to the potential extent or amount
of the costs of dismantling and transferring the South Mills
assets.  Mineral Park estimates the cost of transferring the
South Mill assets to its Kingman mine to be about $100,000,000.
Mineral Parks' estimate, however, includes various costs that
ASARCO would not incur if it were to relocate the South Mill back
to its Mission Complex.

Mineral Park and its corporate parent, Mercator Minerals Ltd.,
will suffer significant prejudice if injunctive relief is
granted, Ms. Constant asserts.  Mercator Minerals is a public
company and many of its public investors rely on Mineral Park's
business and operational plans with respect to the South Mill and
its importance in facilitating the Kingman mine operations.

Mineral Park asks the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to:

   (a) deny ASARCO's request for a preliminary injunction and
       equitable relief; and

   (b) award it attorneys' fees it incurred in connection with
       the Adversary Proceeding.

                Parties Enter into Protective Order

ASARCO LLC and Mineral Park Inc. resolve to prevent the
disclosure of sensitive information in the Adversary Proceeding.
Accordingly, in a Court-approved stipulation, the parties agree
that any motion, brief, affidavit, exhibit or other document to
be filed with the Court comprising "Confidential" Material will
be filed under seal.

"Confidential" Material refers to information of any type, kind
or character that the party so designating the Material believes
in good faith is related to its business, is not generally known,
and would not normally be disclosed to third parties.

No "Confidential" Material subject to the Order, or information
derived from those Material, will be disclosed to any person
except to:

   * the parties' professionals involved in the Adversary
     Proceeding, and professionals of ASARCO LLC's Official
     Committee of Unsecured Creditors, the Official Committee of
     Unsecured Creditors Committee for the Asbestos Subsidiary
     Debtors and Robert C. Pate, as Future Claims Representative;

   * directors, officers and employees to the extent reasonably
     necessary to assist the parties' attorneys in litigating the
     Adversary Proceeding;

   * persons retained by counsel to assist in the preparation of
     the Adversary Proceeding for trial;

   * the Court, its officials and employees; and

   * witnesses during deposition or trial, provided that no
     witnesses will be permitted to retain copies of or notes
     derived from the "Confidential" information.

                         About ASARCO LLC

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASARCO LLC: Court Approves TCS Data Maintenance Contract
--------------------------------------------------------
The Honorable Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi authorized the
Official Committee of Unsecured Creditors for the Asbestos
Subsidiary Debtors and Robert C. Pate, the future claims
representative to:

   (a) enter into contracts with The Common Source Incorporated;
       and

   (b) pay The Common Source Incorporated from either the Wells
       Fargo Escrow Account or the LMI Settlement Escrow Account.

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

As reported in the Troubled Company Reporter on Oct. 9, 2006,
one of the pivotal issues in ASARCO LLC's bankruptcy proceeding
is the extent of its asbestos liabilities.  The Asbestos Committee
and the FCR represent the Asbestos Debtors in the Adversary
Proceeding commenced by ASARCO, seeking judgment that it has no
liability for the Asbestos Debtors' asbestos liabilities.

Parties to the Adversary Proceeding have already begun the
required substantial discovery.  Formal discovery has been served
by the Asbestos Committee and the FCR, and more than a dozen
lawyers representing the Asbestos Committee and the FCR spent six
weeks in Phoenix and Sacaton, Arizona, reviewing thousands of
boxes of documents.

During the initial document review phase, the Asbestos Committee
and the FCR identified more than 1,000,000 pages of materials
that are critical to the Adversary Proceeding.  Those documents
are currently being electronically scanned into a master
database, and the Asbestos Committee and the FCR will then
undertake an even more intensive review of those documents in
preparation for the eventual trial of the Adversary Proceeding.

To assist in the practical case management issues involved with
the lawsuit, the Asbestos Committee and the FCR have negotiated
with several support firms to store and provide electronic access
to the substantial number of documents involved.

TCS will manage and maintain a remote access document repository
and document management system for the Asbestos Committee and the
FCR.

TCS will be paid monthly fees for its services:

   (a) A Monthly Management Fee:

          * $800 for the first database, and
          * $400 per additional database;

   (b) Monthly Data Storage Fee:

          * $0.005 per image for less than 1,000,000 images;

          * $0.00375 per image for more than 1,000,000 but less
            than 2,000,000 images;

          * $0.0025 per image if more than 2,000,000 images; and

          * 10% discount after one year on-line; and

   (c) A $100 Monthly Access Fee per concurrent user.

TCS will also be reimbursed for any fees, costs and expenses it
will incur while providing services to the Asbestos Committee and
the FCR.

TCS will be paid from the Asbestos Debtors' escrow accounts
established in ASARCO's bankruptcy case, including the existing
Wells Fargo Escrow Account and the Escrow Account created to
receive the proceeds of a settlement with a group of
participating London market insurance carriers.

                         About ASARCO LLC

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASARCO LLC: Does Not Want Money Judgment Enforced in Montana Suit
-----------------------------------------------------------------
The State of Montana ex rel Department of Environmental Quality
filed March 21, 2003, a complaint in the Montana First Judicial
District Court, Lewis & Clark County, against Atlantic Richfield
Company, ARCO Environmental Remediation LLC, and Debtors ASARCO
LLC and American Smelting and Refining Company.

Under the Complaint, Montana DEQ sought money judgment and
various other relief in connection with an alleged contamination
and threats of contamination at, and resulting from, the Upper
Blackfoot Mining Complex in Lewis & Clark County, Montana.

In March 2006, Atlantic Richfield asked the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi to:

   -- lift the automatic stay so that it can file cross-claims
      against the Debtors in the Montana Litigation; or

   -- in the alternative, declare that the time in which it is
      required to file the Cross-Claims is tolled and that the
      Cross-Claims are reserved notwithstanding the Debtors'
      bankruptcy filings.

The Debtors and Atlantic Richfield subsequently resolved the Lift
Stay Motion, and set an expiration date for Atlantic Richfield to
file its Cross-Claims.

In May 2006, the Debtors responded to the Montana Litigation and
asserted that because of their pending bankruptcy cases, the
claims asserted by the Montana DEQ are subject to, and
dischargeable in, their bankruptcy proceeding.

The Montana DEQ argued that the automatic stay does not apply to
the Montana Litigation by virtue of the police and regulatory
powers exception as provided for in Section 362(b)(4) of the
Bankruptcy Code.  Atlantic Richfield joined in Montana DEQ's
Motion to Strike the Debtors' bankruptcy affirmative defense.

In response, the Debtors proposed a stipulation, which provides
that the Montana Litigation could go forward in certain respects,
provided that in no event could a "money judgment" be executed on
by any prevailing party against property of the Debtors' estate
without first obtaining Court approval.  The Montana DEQ has
refused to agree to the stipulation, Tony M. Davis, Esq., at
Baker Botts L.L.P., in Houston, Texas, tells the Court.

ASARCO asks the Bankruptcy Court to:

   (a) declare that Section 362(a) of the Bankruptcy Code has
       automatically stayed the commencement, prosecution, and
       continuation of the Montana Litigation;

   (b) issue a temporary restraining order to prohibit and
       restrain the Montana DEQ and Atlantic Richfield from
       commencing, prosecuting, or enforcing claims against the
       Debtors between Oct. 26, 2006, and the date the Court
       rules on the request for preliminary injunctive relief;
       and

   (c) issue an injunction prohibiting the commencement or
       continued prosecution of any claims by the Montana DEQ and
       Atlantic Richfield against the Debtors during the pendency
       of the Reorganization Cases, other than in accordance with
       the Court's orders.

The Debtors also ask the Court to modify the automatic stay to
permit the Montana Litigation to proceed to judgment with respect
to all matters brought by the Montana DEQ, provided that:

   * the Montana DEQ will not be permitted to seek to enforce a
     monetary judgment rendered in the Montana Litigation;

   * the issue of whether any judgment constitutes a monetary
     judgment will be deferred until after a judgment is rendered
     by the Montana Court regarding the merits of the Montana
     Litigation;

   * all of the parties' rights are reserved as to which Court
     has jurisdiction to decide whether enforcement of any
     judgment in the Montana Litigation constitutes an
     enforcement of a monetary judgment;

   * Atlantic Richfield is enjoined from pursuing any action or
     claim against the Debtors in the Montana Court, but Atlantic
     Richfield's right to pursue all legal and equitable remedies
     against the Debtors are reserved including, without
     limitation, its right to seek relief from the automatic stay
     to assert, file and prosecute the Cross Claims, and conduct
     discovery regarding the Cross Claims; and

   * all of the Debtors' rights, claims, and defenses with
     respect to the Cross Claims and the Montana Litigation are
     reserved.

The continued prosecution of the Montana Litigation would defeat
the Bankruptcy Court's jurisdiction with respect to the
Reorganization Cases because the Bankruptcy Court, rather than a
state court in Montana, should determine the applicability of the
automatic stay to lawsuits pending against the Debtors, Mr. Davis
asserts.

If the Montana DEQ and Atlantic Richfield go forward with the
Montana Litigation without obtaining relief from the automatic
stay in the Court, Mr. Davis contends that parties in other
similar pending lawsuits may likewise decide to ignore the
automatic stay.  In that event, the Debtors will be distracted
from their task of developing a plan of reorganization.

                            Court Order

The Honorable Richard Schmidt originally issued a temporary
restraining order, on Oct. 27, 2006, enjoining Montana DEQ and
Atlantic Richfield from prosecuting their Claims against the
Debtors in the Montana Litigation.  Judge Schmidt, however,
vacated the TRO on the same date by agreement of the parties.

                         About ASARCO LLC

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASHLAND 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. Chemicals and Allied Products sectors,
the rating agency confirmed its Ba1 Corporate Family Rating for
Ashland Inc.

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

                                                   Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   Senior Unsecured
   MTN due 2019            Ba1      Ba1     LGD4       60%

   8.8% Debentures
   due 2012                Ba1      Ba1     LGD4       60%

   6.86% MTN Series H
   due 2009                Ba1      Ba1     LGD4       60%

   6.625% Senior
   Notes due 2008          Ba1      Ba1     LGD4       60%

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

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

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

Ashland Inc. -- http://www.ashland.com/-- a chemical and
transportation construction company that provides quality
products, services and solutions to customers in more than 100
countries.  Ashland operates through four wholly owned divisions:
Ashland Performance Materials, Ashland Distribution, Valvoline and
Ashland Water Technologies.


AVENTINE RENEWABLE: 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. chemicals and allied products sectors,
the rating agency confirmed its B2 Corporate Family Rating for
Aventine Renewable Energy Holdings Inc. and its B3 rating on the
Company's $160 million issue of senior secured float rate notes
due 2011.  Moody's also assigned an LGD4 rating to those loans,
suggesting noteholders will experience a 68% loss in the event of
a default.

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

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

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

Based in Pekin, Illinois, Aventine Renewable Energy Holdings Inc.
-- http://www.aventinerei.com/-- is a U.S. producer and marketer
of ethanol, a grain alcohol mainly used as a fuel additive in
gasoline to reduce vehicle emissions and enhance engine
performance.  Aventine Renewable Energy, Inc., an indirect
subsidiary of the company, supplies more than 500 million gallons
of the nation's growing ethanol needs.  The Company supplies much
of the nation's ethanol needs through its wholly owned plant in
Pekin, Illinois, partially owned Nebraska Energy plant in Aurora,
Nebraska, and business relationships and marketing alliances.


AZTAR CORP: Sale of Casino Aztar Caruthersville Terminated
----------------------------------------------------------
Aztar Corporation's agreement to sell Casino Aztar Caruthersville
to Fortunes Entertainment LLC has been terminated pursuant to a
mutual termination, release and settlement agreement reached by
the parties.

Aztar and the Missouri Gaming Commission entered into an agreement
under which the Commission will appoint a supervisor of Casino
Aztar Caruthersville. T he appointment will become effective upon
the date of closing of Aztar's previously announced merger with
Wimar Tahoe Corporation d/b/a Columbia Entertainment, which is
presently expected to close in the fourth quarter of 2006.
Pursuant to the supervisory agreement, the Commission approved the
change in control of Casino Aztar Caruthersville to be effected by
the merger.

Headquartered in Phoenix, Arizona, Aztar Corporation (NYSE: AZR)
-- http://www.aztar.com/-- is a publicly traded company that
operates Tropicana Casino and Resort in Atlantic City, New Jersey,
Tropicana Resort and Casino in Las Vegas, Nevada, Ramada Express
Hotel and Casino in Laughlin, Nevada, Casino Aztar in
Caruthersville, Missouri, and Casino Aztar in Evansville, Indiana.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2006,
Moody's Investors Service maintains Aztar Corporation's Ba2
corporate family rating and Ba3 (LGD5, 80%) senior subordinated
debt rating on review for possible downgrade following the
company's announcement that its shareholders approved the May 19,
2006 Agreement and Plan of Merger with Wimar Tahoe Corporation,
the gaming affiliate of Columbia Sussex Corporation.


BASELINE SPORTS: U.S. Trustee Appoints Five-Member Creditors Panel
------------------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors in Baseline Sports Inc.'s chapter 11 case:

   1. Martin Fletcher, Esq.
      Boyd's Collection, Ltd.
      c/o Whiteford, Taylor & Preston LLP
      7 Saint Paul Street
      Baltimore, MD 21202

   2. Michael A. Bernstein, Esq.
      The Upper Deck Company, LLC
      5909 Sea Otter Place
      Carlsbad, CA 92010

   3. Tom Ryan
      The Topps Company, Inc.
      One Whitehall Street,
      New York, NY 10004

   4. Mike Anderson
      DonRuss Playoff
      24241 Pear Orchard Road
      Moseley, VA 23120

   5. Frada Salo
      Wizards of the Coast, Inc.
      c/o Hasbro, Inc.
      200 Narragansett Park Drive
      Pawtucket, RI 02862

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's 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 Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Norfolk, Virginia, Baseline Sports Inc.
-- http://www.blsports.com/-- develops products featuring
professional sports, college sports and entertainment-licensed
properties targeted at individuals and family's active life
styles.  The company filed for chapter 11 protection on
October 16, 2006 (U.S. Bankr. E.D. Va. Case No. 06-71505)
Christopher A. Jones, Esq. at LeClair Ryan, P.C. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, its listed assets and debts between
$1 million to $100 million.


BASELINE SPORTS: U.S. Trustee Sets November 15 Creditors Meeting
----------------------------------------------------------------
W. Clarkson McDow, Jr., U.S. Trustee for Region 4, will convene a
meeting of Baseline Sports Inc.'s creditors on Nov. 15, 2006,
01:30 p.m., at Room 631, 200 Granby Street, in Norfolk, Virginia.

Headquartered in Norfolk, Virginia, Baseline Sports Inc.
-- http://www.blsports.com/-- develops products featuring
professional sports, college sports and entertainment-licensed
properties targeted at individuals and family's active life
styles.  The company filed for chapter 11 protection on
October 16, 2006 (U.S. Bankr. E.D. Va. Case No. 06-71505)
Christopher A. Jones, Esq. at LeClair Ryan, P.C. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, its listed assets and debts between
$1 million to $100 million.


BASELINE SPORTS: Court Sets Feb. 13 General Claims Filing Bar Date
------------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Virginia has set these deadlines for persons owed money by
Baseline Sports Inc. to file proofs of claim in the Debtor's case:

   a) Feb. 13, 2007 -- for all creditors other than governmental
         units; and

   b) Apr. 16, 2007 -- for governmental units.

The Court also set Jan. 16, 2007, as the deadline for filing
complaint to determine dischargeability of certain debts.

Proofs of claim must be received on the specific bar dates by:

    William C. Redden
    Clerk of the Bankruptcy Court
    Eastern District of Virginia
    Room 400
    600 Granby Street
    Norfolk, VA 23510

Headquartered in Norfolk, Virginia, Baseline Sports Inc.
-- http://www.blsports.com/-- develops products featuring
professional sports, college sports and entertainment-licensed
properties targeted at individuals and family's active life
styles.  The company filed for chapter 11 protection on
October 16, 2006 (U.S. Bankr. E.D. Va. Case No. 06-71505)
Christopher A. Jones, Esq. at LeClair Ryan, P.C. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, its listed assets and debts between
$1 million to $100 million.


BAYOU GROUP: Hires Navigant Consulting as Financial Advisor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Bayou Group LLC and its debtor-affiliates to employ
Navigant Consulting Inc. as their financial advisor, nunc pro tunc
to Aug. 25, 2006.

As reported in the Troubled Company Reporter on Sept. 25, 2006,
Navigant will:

     a) analyze the Debtors' books and records, review banking and
        brokerage records, review forensic investigations,
        investigate potentially recoverable funds, review fair and
        equitable distribution methodologies and associated
        financial, and perform other inquires as may be mutually
        agreed upon;

     b) provide reports of work performed and testimony regarding
        its findings, as appropriate and mutually agreed upon; and

     c) consult with the Debtors or counsel on matters that are
        not duplicative of services provided by other
        professionals.

The firm's professionals will bill between $235 and $650 per hour
for this engagement.

The Debtor assured the Court that the firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Chicago, Illinois, Bayou Group, LLC, operates and
manages hedge funds.  The company and its affiliates filed for
chapter 11 protection on May 30, 2006 (Bankr. S.D.N.Y. Case No.
06-22306).  Elise Scherr Frejka, Esq., at Dechert LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated assets
and debts of more than $100 million.


BAYOU GROUP: Exclusive Plan-Filing Period Stretched to Feb. 28
--------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York extended until
Feb. 28, 2007, Bayou Group, LLC and its debtor-affiliates'
exclusive period to file a Chapter 11 Plan of Reorganization.

Judge Hardin also gave the Debtors until April 27, 2007 to solicit
acceptances for its reorganization plan.

The Debtors had asked the Court to extend their exclusive periods
in order to gain more time to resolve certain significant
litigation necessary to fund a plan; establish a claims bar date;
and develop a strategic plan.

Headquartered in Chicago, Illinois, Bayou Group, LLC, operates and
manages hedge funds.  The company and its affiliates filed for
chapter 11 protection on May 30, 2006 (Bankr. S.D.N.Y. Case No.
06-22306).  Elise Scherr Frejka, Esq., at Dechert LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated assets
and debts of more than $100 million.


BOMBARDIER INC: Delta Mulling Purchase of 50 New Aircraft
---------------------------------------------------------
According to Bombardier Inc., Delta Air Lines, Inc., is looking
for as many as 50 aircraft and is considering Bombardier's CRJ900
aircraft, which can sit 75 to 90 passengers, Bloomberg News
reports.  The CRJ900 aircraft has a list price of $35,200,000.

Bombardier is negotiating with Delta and some of its partner
airlines on an order for the CRJ900, Pierre Beaudoin, president of
Bombardier's aerospace business, said in an interview with
Bloomberg.

Betsy Talton, Delta's spokeswoman, said that no final decisions
have been made, and an aircraft manufacturer has not been
selected, Bloomberg reports.

                        About Delta Air

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

                       About Bombardier


Headquartered in Valcourt, Quebec, Bombardier Inc. (TSX: BBD) --
http://www.bombardier.com/-- manufactures transportation
solutions, from regional aircraft and business jets to rail
transportation equipment.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2006,
Dominion Bond Rating Service confirmed the ratings of Bombardier
Inc. and Bombardier Capital Ltd.  The Senior Unsecured Debentures
of both Bombardier Inc. and Bombardier Capital Ltd. are confirmed
at BB, and Preferred Shares of Bombardier Inc. at Pfd-4.  All
trends are Negative.

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Fitch Ratings has downgraded the debt and Issuer Default Ratings
for both Bombardier Inc.  The Company's issuer default rating was
downgraded from BB to BB-. Other rating actions include, Senior
unsecured debt revised to 'BB-' from 'BB'; Credit facilities
revised to 'BB-' from 'BB' and Preferred stock revised to 'B' from
'B+'.  The Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit rating on Bombardier.  At the same time, Standard
& Poor's assigned its 'BB' issue rating to Bombardier's proposed
issuance of up to EUR1.8 billion seven-to-ten-year multi-tranche
senior unsecured notes.

Moody's Investors Service also assigned its Ba2 rating to
Bombardier Incorporated's proposed EUR1.8 billion in new senior
unsecured notes and affirms all current ratings.


BROOKFIELD POWER: To Issue CDN$350 Million Unsecured Debentures
---------------------------------------------------------------
Brookfield Power Corporation intends to issue two series of
unsecured debentures for total proceeds of CDN$350 million:
CDN$200 million 5.25% Debentures, Series 3 due Nov. 5, 2018;
and CDN$150 million 5.84% Debentures, Series 4 due Nov. 5, 2036.
Both series of debentures will be issued pursuant to BPC's
$750 million Short Form Base Shelf Prospectus dated
Sept. 28, 2006.

The Series 3 and Series 4 Unsecured Debentures will be
unconditionally guaranteed by Brookfield Power Inc. and will rank
equally with all other unsecured and unsubordinated indebtedness
of BPC.

Both series have been assigned a rating of BBB (high) with a
Stable trend by Dominion Bond Rating Service Limited, a rating of
BBB with a Stable outlook by Standard & Poor's Rating Services,
and BBB with a Stable outlook by Fitch Ratings Ltd.

The net proceeds will be used to repay CDN$100 million of debt
maturing in December 2006 and the remainder for general corporate
purposes.  Both issues are expected to close on Nov. 1, 2006.

Scotia Capital Inc. and CIBC World Markets Inc. acted as lead
agents for this financing.

The debentures have not been and will not be registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or
applicable exemption from registration requirements.

Brookfield Power Corporation -- http://www.brookfieldpower.com/--  
comprises the power generating, transmission, distribution and
marketing operations of Brookfield Asset Management Inc.
Brookfield Power has developed and successfully operated
hydroelectric power facilities for almost 100 years.  Brookfield
Power's portfolio of assets under management comprise almost 3,700
megawatts of capacity and include 137 hydroelectric power
generating stations and 1 pumped storage facility located on 49
river systems, 1 wind farm, 2 thermal plants and transmission and
distribution assets, principally in the northeastern North America
and South America.  Brookfield Asset Management Inc., focused on
property, power and infrastructure assets, has over US$50 billion
of assets under management and is co-listed on the New York and
Toronto Stock Exchanges under the symbol BAM.

At June 30, 2006, Brookfield Power Corp.'s balance sheet showed a
stockholders' deficit of CDN$1,481,000, compared to a deficit of
CDN$873,000 at Dec. 31, 2005.


BUCKEYE TECHNOLOGIES: Earns $3.8 Million in First Quarter
---------------------------------------------------------
Buckeye Technologies Inc. filed its quarterly financial statements
for the three months ended Sept. 30, 2006, with the Securities and
Exchange Commission on Oct. 27, 2006.

For the first quarter ended Sept. 30, 2006, the Company reported
$3.8 million of net income on $191.4 million of net revenues
compared to a $289,000 net loss on $165.4 million of net revenues
from the previous year.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1481

Headquartered in Memphis, Tennessee, Buckeye Technologies, Inc.
(NYSE:BKI) -- http://www.bkitech.com/-- manufactures and markets
specialty fibers and nonwoven materials.  The company currently
operates facilities in the United States, Germany, Canada, and
Brazil.  Its products are sold worldwide to makers of consumer and
industrial goods.

                           *     *     *

As reported in the Troubled Company Reporter on March 9, 2006,
Standard & Poor's Ratings Services revised its outlook on Buckeye
Technologies Inc. to negative from stable.  At the same time,
Standard & Poor's affirmed its ratings, including the 'BB-'
corporate credit rating, on the Company.

Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Forest Products sector,
confirmed its B2 Corporate Family Rating for Buckeye Technologies,
Inc.


CALPINE CORP: Court Extends Investigation Deadline to November 15
-----------------------------------------------------------------
The Honorable Burton Lifland extends the deadline for Calpine
Corporation, its debtor-affiliates, and the Official Committee
of Unsecured Creditors to assert any claims or defenses related to
the Debtors' obligations to the holders of the Debtors' first and
second lien debt until Nov. 15, 2006.

The Court previously extended the Investigation Termination
Deadline until Oct. 31, 2006.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
contends that initiating lien challenges now, to avoid the
preclusive effect of the Investigation Termination Date, would be
an unhelpful distraction from the Debtors' crucial reorganization
efforts.

Mr. Cieri asserts that a reasonable extension will provide the
parties an opportunity to continue to attempt to resolve
consensually any issues involving the validity of the liens in
question.

Law Debenture Trust Company of New York, trustee for the First
Lien Noteholders, and an ad hoc committee of Second Lien
Noteholders consent to the extension, Mr. Cieri tells the Court.
"The fact that both the First Lien Trustee and the Ad Hoc
Committee consent to the Debtors' and the Committee's request
further supports the propriety of the extension."

The Court clarifies that the Investigation Termination Deadline
does not include any claims or defenses related to any demands
for payments, in any form whatsoever, allegedly due as a
consequence of the Debtors' default or repayment, prior to the
maturity date, of First or Second Lien Debt.  There will be no
Investigation Termination Date for those claims and defenses.

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. 29; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CALPINE CORP: Rosetta Opposes Lease Decision Period Extension Pact
------------------------------------------------------------------
Rosetta Resources Inc. filed a limited objection on Oct. 27, 2006,
with the U.S. Bankruptcy Court for the Southern District of New
York to a motion filed by Calpine Corporation seeking to approve a
stipulation with the Department of Justice to further extend to
Jan. 31, 2007, the date by which Calpine Corp. must obtain an
order of the court to allow it to assume certain oil and gas
leases issued by the United States.  Calpine is required to assume
these leases to avoid losing any interests it may possess in them
under applicable provisions of the Bankruptcy Code.

Rosetta asserts that, although these leases were fully conveyed to
it by Calpine prior to the commencement of its bankruptcy case, if
it is later determined that Calpine owns any interests in the
leases, it is in Rosetta's interest for Calpine to take these
steps to preserve its ability to thereafter convey these leases to
Rosetta at such time as Calpine determines or is required to
perform its remaining obligations under the July 7, 2005 purchase
agreement by which Rosetta acquired Calpine's oil and gas
production business.

Rosetta's objection requests that the Court order that the
approval of the proposed stipulation is without prejudice to
Rosetta's interests in these leases, including Rosetta's assertion
that it now owns these properties, and that the United States be
required to seek further approval of the Court, with notice to
both Calpine and Rosetta, before taking any action with respect
to Rosetta's asserted interest in these leases as a result of
Calpine's continuing non-performance.  A hearing on Calpine's
motion and Rosetta's limited objection was originally set for
Nov. 15, 2006.

On Oct. 30, 2006, the Bankruptcy Court mistakenly entered an order
approving the MMS Stipulation before considering Rosetta's
objection.  Both Rosetta and Calpine have agreed, and have advised
the Court, that unless they agree on provisions of a new order
approving the MMS Stipulation providing that such approval is
without prejudice to, and will not affect, Rosetta's asserted
interest in the MMS Oil and Gas Leases, the Bankruptcy Court will
conduct a hearing with respect to the proposed MMS Stipulation and
Rosetta's objection as originally scheduled on Nov. 15, 2006.
Rosetta is also seeking language in such order clarifying that the
United States will not take any action with respect to Rosetta's
asserted rights and interests in and to the MMS Oil and Gas Leases
without further order of the Court.

On Nov. 1, 2006, Calpine filed a similar pleading seeking Court
approval of a proposed stipulation with the California State Lands
Commission to further extend from Nov. 15, 2006 to Jan. 31, 2007,
the date by which Calpine must obtain an order of the court to
allow it to assume any interests it continues to own, if any, in
the oil and gas leases issued by the State of California.  Rosetta
intends to take any and all action to ensure its rights are fully
protected, including seeking modification of this stipulation to
reserve all of Rosetta's rights.

In response to Rosetta's, the Department of Justice's and the
CSLC's objections to Calpine Corp's original motion to assume
certain oil and gas leases, Calpine withdrew from the list of oil
and gas leases that were the subject of the Motion those leases
issued by the United States and the State of California.  Calpine
entered into an agreement with both the Department of Justice and
the CSLC to extend to Nov. 15, 2006, the existing deadline to
assume their respective oil and gas leases under Section 365 of
the Bankruptcy Code, to the extent such oil and gas leases
constitute leases within the meaning of Section 365.

In its new objection, Rosetta asserts that the leases with the
United States described in Calpine Corp's proposed stipulation
were fully transferred and conveyed to Rosetta in July 2005, as
required by certain sale agreements pursuant to which Rosetta
purchased substantially all of Calpine Corp's oil and gas
exploration and production business.  As a result, Rosetta's
objection states that the United States leases are not property of
Calpine Corp's bankruptcy estate.

Rosetta further contends in its objection that oil and gas leases,
like the United States leases described in the proposed
stipulation, are not "unexpired leases" subject to assumption or
rejection under the Bankruptcy Code and, therefore, that the
stipulation is unnecessary to preserve Calpine's interest in these
properties even if the United States leases are property of
Calpine's bankruptcy estate notwithstanding their July 2005 sale
to Rosetta.  Finally, Rosetta's limited objection raises concerns
regarding Calpine Corp's ability and willingness to perform its
limited continuing obligations under the leases and the risks
posed to both Rosetta and Calpine's bankruptcy estate as a result
of Calpine's continuing failure to comply with these ongoing
obligations.  Rosetta points out to the Court that despite
Calpine's prior transfer of the United States leases to Rosetta,
the United States may continue to look to Calpine for performance
of various obligations as to certain of these leases until Calpine
completes certain ministerial acts regarding these properties.

                     About Rosetta Resources

Based in Houston, Texas, Rosetta Resources Inc. (NASDAQ: ROSE) --
http://www.rosettaresources.com/-- is an independent oil and gas
company engaged in acquisition, exploration, development and
production of oil and gas properties in North America.  The
Company's operations are concentrated in the Sacramento Basin of
California, South Texas, the Gulf of Mexico and the Rocky
Mountains. Rosetta is a Delaware corporation.

                       About Calpine Corp.

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

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


CALPINE CORP: Wants Court Okay on SDG&E Reinstatement Agreement
---------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve a
reinstatement agreement of a power purchase agreement between Otay
Mesa Energy Center LLC and San Diego Gas & Electric Company.

Otay Mesa Energy Center LLC, a non-debtor, wholly owned subsidiary
of Calpine Power Company, was formed to develop, construct, own
and operate a 596-megawatt gas-fired combined cycle power plant in
San Diego, California.

The Debtors then sought to secure a long-term power purchase
agreement that would support the financing and construction of
the Otay Mesa Project.  As a result of a competitive bidding
process, OMEC was awarded a ten-year PPA with San Diego Gas &
Electric Company in October 2003.  However, due to delays in
obtaining approval from the California Public Utilities
Commission, SDG&E terminated the Original PPA in February 2006.

Nevertheless, SDG&E continued to indicate its interest in having
the Otay Mesa Project constructed so that it would be able to
support its reliability needs in the San Diego area.

The Debtors, in consultation with the Official Committee of
Unsecured Creditors and the unofficial committee of second lien
debtholders, have determined that there is no market for the Otay
Mesa Project in its current undeveloped state.  Rather, the
Debtors believed that entry into an Amended PPA with SDG&E will
maximize the value of the Otay Mesa Project, Bennett L. Spiegel,
Esq., at Kirkland & Ellis LLP, in New York, relates.

In connection with their mutual desire to reinstate the Original
PPA to preserve the viability of the Otay Mesa Project, the
Debtors and SDG&E signed a letter of intent in June 2006.  The
LOI provides, in relevant part, that SDG&E will not enter into
the Amended PPA unless the Debtors transfer all of their tangible
and intangible assets related to the Otay Mesa Project to OMEC.

After significant arm's-length negotiations, the parties have
reached an agreement regarding the current Amended PPA between
OMEC and SDG&E.  The Amended PPA is a 10-year tolling agreement,
pursuant to which OMEC will build, own and operate the Otay Mesa
Project, and SDG&E will provide fuel, have full dispatch rights
and own all of the Otay Mesa Project's capacity, energy and
ancillary service products.

The CPUC approved the Amended PPA on Oct. 10, 2006, subject to
certain conditions, including the Court's approval of the
transactions contemplated in a Reinstatement Agreement and a
Contribution and Transfer Agreement.

                    The Reinstatement Agreement

Mr. Spiegel states that under the Reinstatement Agreement, the
parties will undertake a series of transactions that will
culminate with the execution of the Amended PPA by SDG&E and
OMEC.  Some of the key transactions contemplated under the
Reinstatement Agreement are:

   (a) the transfer of all Facility Assets comprising the Otay
       Mesa Project from the Debtors to SDG&E, free and clear of
       all Liens other than certain Permitted Liens;

   (b) the assignment of all of Calpine Corp.'s  rights as lessee
       under a Ground Lease and Easement Agreement, dated July 8,
       2003, as amended, to SDG&E;

   (c) Calpine Corp's entry into a Ground Sublease and Easement
       Agreement with OMEC, and the subsequent assignment of all
       of Calpine Corp.'s rights as sublessor under the Sublease
       to SDG&E.  The Sublease will contain:

          * a Put Option in favor of OMEC to require SDG&E to
            purchase the Otay Mesa Project on the 10th
            anniversary of the Commercial Operation Date or upon
            the termination of the Amended PPA as a result of a
            default by SDG&E; and

          * a Call Option in favor of SDG&E to require OMEC to
            sell the Otay Mesa Project to SDG&E on the 10th
            anniversary of the Commercial Operation Date or upon
            the termination of the Amended PPA as a result of a
            default by OMEC.

   (d) the posting of a $25,000,000 Letter of Credit by the
       Debtors in support of the Amended PPA in favor of SDG&E;

   (e) CPC's pledge of its membership interest in OMEC to third
       party project financing parties without further Court
       order, in connection with OMEC's incurrence of Project
       Financing sufficient for the acquisition, construction,
       ownership, operation, maintenance or leasing of the
       Project; and

   (f) the amendment and restatement of the Interconnection
       Agreements between the Debtors and SDG&E, and their
       subsequent assignment to OMEC at closing.

               The Contribution and Transfer Agreement

The Debtors also ask the Court to approve a Contribution and
Transfer Agreement between the Debtors and OMEC, which all allow
OMEC to acquire the assets and properties comprising the Otay
Mesa Project and assume certain liabilities and executory
contracts to facilitate the consummation of the Reinstatement
Agreement.

Mr. Spiegel The CTA provides that:

   (a) Calpine Construction Management Company, Inc., will
       transfer to Calpine Corp. all of its rights in the
       equipment, free and clear of all Liens.  Calpine Corp.
       will provide a $47,700,000 intercompany payable to CCMCI
       as consideration for the transfers.

   (b) CCMCI will assume and assign the CCMCI Assigned Contracts
       to OMEC.  Calpine Corp. will pay all cure costs under the
       CCMCI Assigned Contracts on or before the Effective Date.
       OMEC will provide a $1,000,000 intercompany payable to
       CCMCI as consideration for the transfers.

       A list of the CCMCI Assigned Contracts is available for
       free at http://ResearchArchives.com/t/s?1488

   (c) Calpine Corp. will transfer to CPC all of its rights in
       the Contributed Assets, free and clear of all Liens.  CPC
       will then transfer to OMEC all of its rights in the
       Contributed Assets, free and clear of all Liens.

   (d) Calpine Corp. will assume and assign the Calpine Assigned
       Contracts to OMEC, and OMEC will assume all liabilities
       relating to the Calpine Assigned Contracts.  Calpine Corp.
       will pay all cure costs under the Calpine Assigned
       Contracts on or before the Effective Date.

       A list of the Calpine Assigned Contracts is available for
       free at http://ResearchArchives.com/t/s?1489

   (e) CCMCI will assign to Calpine Corp. all of its intercompany
       receivables due from OMEC in exchange for an intercompany
       receivable from Calpine Corp. in the same amount.

   (f) Calpine Corp. will contribute to CPC all intercompany
       receivables due from OMEC, and CPC will contribute to OMEC
       all intercompany receivables due from OMEC resulting from
       the contributions by Calpine Corp. so that OMEC will be
       free from any intercompany liabilities in respect of the
       assumption and assignment of the CCMCI and Calpine
       Assigned Contracts.

A full-text copy of the Contribution and Transfer Agreement is
available for free at http://ResearchArchives.com/t/s?148a

In addition, the Debtors seek the Court's authority to make
capital contributions to OMEC in an aggregate amount not
exceeding $35,000,000, to advance the development and
construction of the Otay Mesa Project, and to ensure that OMEC
will be able to obtain Project Financing.

The Debtors also ask the Court to confirm that certain
intercompany payables, aggregating $28,400,000, due to Calpine
Corp. from OMEC are characterized as equity in the OMEC entity.

Of the $28,400,000 intercompany payable, an aggregate amount not
to exceed $320,000 will be paid by Calpine Corp. to several other
Debtors as intercompany payables on account of the Otay Mesa
Project.  The payments will fully and finally discharge OMEC of
any liability, Mr. Spiegel notes.

Mr. Spiegel says that Calpine Corp. and CPC will ultimately
realize approximately $113,000,000 to $130,000,000 in estimated
equity value relating to the Otay Mesa Project if they can obtain
approval of the transactions contemplated by the Reinstatement
Agreement and CTA before Dec. 31, 2006.

The Debtors anticipate that the parties to the Reinstatement
Agreement and the CTA will consummate all of the contemplated
transactions on or about May 2007.  Prior to the consummation of
those transactions, OMEC is required to:

   * secure a third party engineering, procurement and
     construction contractor that will complete the construction
     of the Otay Mesa Project; and

   * obtain third party Project Financing sufficient for the
     acquisition, construction, ownership, operation, maintenance
     or leasing of the Otay Mesa Project.

                Certain Exhibits Filed Under Seal

The Debtors sought and obtained the Court's authority to file
copies of certain exhibits to the Agreements, including the
Amended PPA and the Ground Sublease and Easement Agreement, under
seal.  The Debtors maintain that the Exhibits contain highly
sensitive information that is deemed proprietary and
confidential, including commercial information and pricing
structures.

The Court restricts access to the Confidential Exhibits to the
United States Trustee; and advisors for the Debtors' DIP Lenders,
the Official Committee of Equity Security Holders, the Creditors'
Committee and the Second Lien Debtholders Committee.

                       About Calpine Corp.

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

The Company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CAVE CITY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: SAI of Cave City Corp.
        dba Best Western KY Inn
        1009 Doyle Avenue
        Cave City, KY 42127

Bankruptcy Case No.: 06-10838

Chapter 11 Petition Date: November 5, 2006

Court: Western District of Kentucky (Bowling Green)

Debtor's Counsel: Mark H. Flener, Esq.
                  548 1/2 East Main Avenue
                  P.O. Box 8
                  Bowling Green, KY 42102-0008
                  Tel: (270) 783-8400
                  Fax: (270) 783-8873

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

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


CENVEO INC: $1.2 Bil. Bid Withdrawal Cues S&P to Hold 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings on Cenveo
Inc., including the 'B+' corporate credit rating, reflecting the
withdrawal of the company's bid to acquire Banta Corporation for
$1.2 billion, or $50 per common share.

At the same time, Standard & Poor's removed all ratings from
CreditWatch with negative implications where they were placed on
Aug. 9, 2006.  Cenveo had about $750 million in total lease
adjusted debt as of June 2006.

The outlook is stable.

In the first half of 2006, Cenveo's operating profitability
improved through significant cost-cutting initiatives and
repayment of almost $150 million in debt balances.  Reported
EBITDA increased 67% to $105 million in the nine months ended June
2006 from $63 million in the prior year's period.

Even though the company is expected to make near-term operating
improvements and build flexibility into its financial profile at
the current ratings level, Cenveo has demonstrated its willingness
to enter into a sizable leveraging transaction to pursue an
acquisition.

"We expect that over the intermediate to long term Cenveo is
likely to diversify into other printing segments and that this
would factor meaningfully into future ratings actions," said
Standard & Poor's credit analyst Emile Courtney.

Cenveo's July 2006 acquisition of Rx Label Technology Corporation
for approximately $50 million is expected to be neutral to
Cenveo's leverage profile after synergies.  Rx Label Technology is
a manufacturer of prescription labels.


CHARMING CASTLE: Asks Court's Approval on Cash Collateral Use
-------------------------------------------------------------
Charming Castle LLC asks the U.S. Bankruptcy Court for the
Northern District of Alabama, Western Division, for permission
to use the cash collateral securing repayment of its obligations
to First National Bank of Jasper.

First National holds a perfected security interest in the Debtor's
assets securing the $1,435,000 prepetition loan it extended to the
Debtor.

The Debtor tells the Court that it has to obtain funds immediately
in order to continue operation and to meet current expenses and to
enhance a successful reorganization or liquidation.

The Debtor believes that its request for cash collateral is fair
and reasonable in any circumstances.

Budget detailing use of the cash collateral funds is not available
with the Court.

A full-text copy of the Debtor's cash collateral motion is
available for free at:

http://researcharchives.com/t/s?147d

Headquartered in Hackleburg, Alabama, Charming Castle LLC, dba
Indies House -- http://www.indieshouse.net/--  manufactures
mobile homes.  The Company filed for chapter 11 protection on
Oct. 5, 2006 (Bankr. N.D. Ala. Case No. 06-71420).  When the
Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 but estimated debts between
$10 million and $50 million.  The Debtor's exclusive period to
file a chapter 11 expires on Feb. 2, 2007.


CHEMTURA CORP: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. chemicals and allied products sectors,
the rating agency confirmed its Ba1 Corporate Family Rating for
Chemtura Corporation.

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

Issuer: Chemtura Corporation

                                                    Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $500 Million
   6.875% Guaranteed
   Senior Notes
   due June 2016           Ba1      Ba1     LGD4       53%

   $150 Million
   6.875% Senior
   Secured Debentures
   due Feb. 2026           Ba1      Ba1     LGD4       53%

Issuer: Great Lakes Chemical Corporation

                                                    Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $400 Million
   7% Guaranteed
   Senior Notes
   due July 2009          Ba1       Ba1     LGD4        53%

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

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

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

Headquartered in Middlebury, Connecticut, Chemtura Corporation
(NYSE: CEM) -- http://www.chemtura.com/-- is a manufacturer and
marketer of specialty chemicals, crop protection and pool, spa and
home care products.  The Company has approximately 6,400 employees
around the world and sells its products in more than 100
countries.


CII CARBON: 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. chemicals and allied products sectors,
the rating agency confirmed its B2 Corporate Family Rating for CII
Carbon LLC.

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

                                                   Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $50 Million
   Guaranteed Senior
   Secured Revolving
   Credit Facility
   due 2010                B1       B1      LGD3       33%

   $211 Million
   Guaranteed Senior
   Secured Term
   Loan due 2012           B1       B1      LGD3       33%

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

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

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

Headquartered in New Orleans, Louisiana, CII Carbon LLC is a
producer of anode grade calcined coke for use in the aluminum
production process.


CIRRUS LOGIC: Late Results Cue S&P's 'B' Corp. Credit Rating Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
ratings on Austin, Texas-based Cirrus Logic Inc. on CreditWatch
with negative implications following the company's announcement
that it will delay filing its financial statements for the quarter
ended Sept. 23, 2006, until the conclusion of an internal review
of past stock option grants, the timing of the grants and related
accounting matters.

The company anticipates that the filing will not occur by its
filing deadline or the permitted extension of the deadline," said
Standard & Poor's credit analyst Lucy Patricola.

In addition, the company disclosed an informal SEC investigation
into the company's stock option practices.  While it is too
early to assess the outcome of the investigations, Cirrus Logic's
liquidity should cushion the downside risk to the rating.

The credit watch listing reflects uncertainties regarding the
outcome of the stock option review.  The rating agency will
monitor the review to assess whether any potential material
restatements, further investigation, or additional involvement of
the SEC or other judicial authorities has an impact on the
rating.


COMPASS MINERAL: 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. chemicals and allied products sectors,
the rating agency confirmed its B1 Corporate Family Rating for
Compass Minerals Group Inc.

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

                                                    Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   $350 Million
   Guaranteed Senior
   Secured Term Loan
   due 2012                B1       Ba3     LGD2       29%

   $125 Million
   Guaranteed Senior
   Secured Revolving
   Credit Facility
   due 2010                B1       Ba3     LGD2       29%

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

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

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

Headquartered in Overland Park, Kansas, Compass Minerals Group
Inc. is a producer of salt used for highway deicing, food grade
applications, water conditioning, and other industrial uses; and a
producer of sulfate of potash used in specialty fertilizers.


COMPLETE RETREATS: Gets Interim Okay on CIT Capital's Retention
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Connecticut
partially granted Complete Retreats LLC and its debtor-affiliates'
request to employ CIT Capital USA Inc. as their exclusive real
estate advisor and disposition agent, nunc pro tunc to
Aug. 18, 2006.

The Court permitted the Debtors to:

   -- pay CIT a transaction fee equal to 7% of the gross proceeds
      of the Sale of any property contained in CIT's Portfolio;
      and

   -- reimburse all reasonable out-of-pocket expenses incurred by
      CIT in connection with its retention.

The Court will consider the remaining relief sought by the
Debtors at a later hearing.

Prior to the Court's order on the motion, the Official Committee
of Unsecured Creditors said it does not object to CIT Capital
earning a 7% Transaction Fee on traditional sales of real property
that it assists the Debtors to consummate.

The Committee, however, opposed to the Application to the extent
that the Transaction Fee could be read more broadly to apply to
other types of "Transactions," including mergers, strategic
partnership or sale of the Debtors pursuant to a plan of
reorganization.

Moreover, the Committee complained that the contemplated Incentive
Fee for CIT is not tied to any performance benchmark and, unlike
a typical broker's fee, is not contingent upon any successful
sale of the Debtors' real estate.  The Incentive Fee is not a
"reasonable term" of employment and compensation under Section
328(a) of the Bankruptcy Code, Jonathan B. Alter, Esq., at
Bingham McCutchen LLP, in Hartford, Connecticut, argued.

The Committee proposed that the Incentive Fee should be:

   (a) mutually exclusive with the Transaction Fee.  Any
       Transaction Fee earned should be credited toward any
       Incentive Fee on a dollar-for-dollar basis;

   (b) conditioned on CIT using good faith reasonable commercial
       efforts to perform the Phase I through III services with
       respect to the "Sale Properties;" and

   (c) reduced because the Debtors have made no showing whether
       the $750,000 proposed fee is consistent with ordinary
       market terms for this type of engagement.

Mr. Daman asserted that the fees paid to CIT should not
unreasonably duplicate any similar fees to XRoads Solutions
Group, LLC, as the Debtors' financial advisor.  The Debtors'
estates should not be burdened with duplicative success fees for
two financial professionals related to the same type of
transaction, Mr. Daman said.

The Termination Fee should not be payable if CIT is terminated
for cause, Mr. Daman added.

As reported in the Troubled Company Reporter on Sept. 26, 2006,
the Debtors told the Court that they are exiting certain of their
properties.  In connection with reorganization efforts, the
Debtors hope to sell the Properties in the near future.  Holly
Felder Etlin, the Debtors' chief restructuring officer, said that
the Properties are not popular with the Debtors' members and are
often vacant.

Ms. Etlin noted that the Debtors do not have the internal
expertise, infrastructure, or staff necessary to analyze or
market the Properties competently and cost-effectively.

Members of CIT's Commercial Real Estate group have significant
experience in the disposal of real property assets, Ms. Etlin
told the Court.  Moreover, CIT has a good reputation, which will
lend credibility to the contemplated sale process.

The Debtors will employ CIT pursuant to the terms of a Letter
Agreement dated August 18, 2006, between the parties.  The CIT
Letter Agreement is the result of arm's-length negotiations
between the Debtors and CIT.  Ms. Etlin stated that the Debtors
selected CIT only after considering several other candidates with
similar expertise.

Among others, CIT will:

   -- provide an experienced team to value the Properties;

   -- craft appropriate marketing, disposition, and auction
      processes to sell the Properties;

   -- hire local brokers to assist in the sale process and save
      the Debtors from having to employ brokers under Section 327
      of the Bankruptcy Code;

   -- meet and negotiate with parties who are interested in
      acquiring the Properties;

   -- negotiate stalking horse sale contracts, as necessary; and

   -- identify target buyers for the Properties.

CIT will also establish a "fast-track" disposition for the
Properties.  Specifically, for certain properties in Nevis,
Abaco, the Dominican Republic, and the United States, CIT will
complete its due diligence, review the Debtors' objectives, and
market or auction those Properties within 120 days.

Upon the closing of a sale of each of the Properties, the Debtors
will pay CIT a Transaction Fee equal to 7% of the gross proceeds
from that sale.  Any fees for local brokers retained will be
included in the Transaction Fee.

If the Debtors were to enter into a strategic partnership or
merger that does not include the sale of any Property, CIT  will
be entitled to a $75,000 Incentive Fee for advisory services
performed.

The Debtors will also reimburse CIT for all its out-of-pocket
expenses, including marketing and travel expenses and reasonable
attorneys' fees.

The Debtors asked the Court not to subject the Transaction Fees to
any holdbacks and not to require CIT to file and serve detailed
time reports or timesheets since the firm is not seeking any
monthly fees for its services.

Dennis R. Irvin, CIT's executive vice president, assured the
Court that the firm has no connection with, and holds no
interests adverse to, the Debtors, their creditors, or any other
party-in-interest.  Accordingly, CIT is a "disinterested person"
as referenced in Section 327(a) of the Bankruptcy Code and as
defined by Sections 101(14) and 1107(b) of the Bankruptcy Code.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: U.S. Trustee Argues O'Connor are Accountants
---------------------------------------------------------------
B. Amon James, Assistant United States Trustee for the District
of Connecticut, argues that O'Connor Davies Munns & Dobbins,
LLP are accountants, not attorneys.  Therefore, O'Connor Davies
cannot be employed under Section 327(e) of the Bankruptcy Code,
Mr. James asserts.  O'Connor Davies is also not a salaried
employee of Complete Retreats LLC and its debtor-affiliates.
Therefore, it cannot be employed pursuant to Section 327(b).

Mr. James points out that O'Connor Davies may only be employed
pursuant to Section 327(a), which requires that professionals
employed do "not hold or represent an interest adverse to the
estate," and that they are "disinterested persons."

O'Connor Davies, however, holds a $93,550 prepetition claim as
noted in the Debtors' request.  Thus, O'Connor Davies holds an
interest adverse to the Debtors' estates, Mr. James notes.

The Motion to Employ O'Connor Davies acknowledges that the
Debtors paid O'Connor Davies $58,550 within 90 days before the
Debtors' bankruptcy filing, and that some of the payments were for
invoices four to six months old.  However, the Motion does not
provide enough information to determine whether the timing of the
payments was generally consistent with the Debtors' prior payment
history with O'Connor Davies, Mr. James notes.  Consequently, the
preferential payments that O'Connor Davies received from the
Debtors may also represent an interest adverse to the Debtors'
estates, Mr. James says.

The U.S. Trustee believes that to the extent O'Connor Davies is
ultimately employed, the firm should be required to submit
regular fee applications, subject to the Court's oversight,
pursuant to Sections 330 and 331 of the Bankruptcy Code.

Moreover, Mr. James tells the U.S. Bankruptcy Court for the
District of Connecticut that neither the Motion nor the
accompanying Rule 2014 affidavit state the estimated total
cost of the services that O'Connor Davis proposes to render or
the basis for an estimate.

To the extent the proposed settlement can be considered
separately from the application to employ O'Connor Davies, the
U.S. Trustee does not object a settlement that requires O'Connor
Davies to return the Records over to the Debtors in exchange for
the payment of $9,335, or 10% of the O'Connor Davies' prepetition
claim.

As reported in the Troubled Company Reporter on Oct. 2, 2006, the
Debtors sought to employ O'Connor Davies as an "ordinary course"
professional pursuant to Sections 105, 327, 328, and 330 of the
Bankruptcy Code.

O'Connor Davies was the Debtors' prepetition accountant and tax
advisor.  The Debtors owe the firm approximately $93,550 for
prepetition services rendered and expenses incurred.

The Debtors informed the Court that O'Connor Davies possesses
information and certain work papers necessary to complete their
2005 financial statements and to allow them to file their 2005 tax
returns, and critical to the Debtors' efforts to fully
investigate certain prepetition transactions.

Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut,
said that O'Connor Davies initially refused to turn over the
Records and to provide postpetition services to the Debtors until
its prepetition claims were paid.

While the Debtors believe that they may be able to compel the
firm to turn over the Records through litigation, that litigation
would be costly and time-consuming, Mr. Daman told the Court.

Moreover, Mr. Daman continued, the Debtors believe that any firm
they retain to replace O'Connor Davies would necessarily be at an
informational disadvantage, especially without access to the
Records, and that the costs of familiarizing a replacement firm
with the Debtors' business and financial affairs would be
substantial.

The Debtors negotiated with O'Connor Davies to try to reach a
consensual resolution and executed an engagement letter with
O'Connor Davies, dated Sept. 8, 2006.

Pursuant to the Engagement Letter, O'Connor Davies would turn
over the Records at the Debtors' request and would provide
postpetition accounting services and prepare federal and state
tax returns on the Debtors' behalf.

Accordingly, the Debtors asked the Court to approve the settlement
agreement.

The firm's hourly rates are:

          Designation               Hourly Rates
          -----------               ------------
          Partners                  $325 to $375
          Senior Managers           $300 to $325
          Senior Staff              $200 to $225
          Junior Staff              $125 to $150

If the Court approves the Debtors' request, the Debtors proposed
to pay O'Connor Davies $9,335, or 10% of its prepetition claim.
In addition, in the event the Debtors' general unsecured creditors
receive a distribution greater than 10% of their allowed
unsecured claims under a plan of reorganization, the Debtors
proposed to pay the firm an additional amount so that its total
percentage recovery on account of its unsecured claim is the same
as that of other general unsecured creditors of the same class.
Mr. Daman emphasized that O'Connor Davies would not be entitled
to any additional distributions on account of its prepetition
claim.  Finally, the Debtors have agreed to waive any preference
claims against O'Connor Davies under Section 547 of the
Bankruptcy Code.

Mr. Daman reported that the Debtors paid the firm $58,550 within
the 90 days prior to their bankruptcy filing.  The Debtors believe
that O'Connor Davies provided "new value" to them.  Therefore, the
Debtors asserted that the firm would have a strong defense to any
preference action brought against it.

The Debtors proposed to pay O'Connor Davies, without prior
application to the Court, 100% of the fees and expenses incurred
upon the submission to and approval by the Debtors of an
appropriate invoice setting forth the nature of the services
rendered and expenses actually incurred.  The Debtors will file
with the Court statements detailing the amounts of fees and
expenses paid to the firm, and will serve those monthly
statements on the United States Trustee and counsel to the
Official Committee of Unsecured Creditors.

If O'Connor Davies' fees and disbursements exceed $35,000, then
payments to the firm would be subject to the prior Court
approval.  "This $35,000 threshold or any other threshold
established for [O'Connor Davies] would be independent of the
$110,000 aggregate threshold or any other threshold established
by the Court for other 'ordinary course' professionals," Mr.
Daman said.

Although O'Connor Davies has an unsecured claim against the
Debtors on account of prepetition services rendered to the
Debtors in the ordinary course of their business, Mr. Daman
explained, the Debtors do not believe that the firm represents or
holds any interest adverse to the Debtors or to their estates
with respect to the matters on which it is to be employed, and
thus, it meets the special counsel retention requirement of
Section 327(e) of the Bankruptcy Code.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CONSOLIDATED CONTAINER: Completes Quintex Corporation Asset Buy
---------------------------------------------------------------
Consolidated Container Company has completed the purchase of the
assets of Quintex Corporation.  CCC announced in July the
acquisition of the assets of Quintex Corporation.  The Spokane
plant will be the 58th manufacturing site for CCC.

According to Jeffrey M. Greene, President and Chief Executive
Officer of CCC, "The acquisition of the Quintex Spokane assets
provides us a platform that fills a geographic hole in the Pacific
Northwest for CCC and is a great add-on to our company."

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

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Standard & Poor's Ratings Services affirmed its ratings on
Consolidated Container and removed all ratings from CreditWatch
with negative implications, where they were placed on Aug. 23,
2006.  The corporate credit rating on Consolidated Container is
'B-'.

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


COPELANDS' ENT: Committee Wants Kurtzman Carson as Website Agent
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Copelands'
Enterprises Inc.'s chapter 11 case asks the U.S. Bankruptcy Court
for the District of Delaware for permission to retain Kurtzman
Carson Consultants LLC as its website administration agent.

The firm will provide technology services, create and maintain
creditor information website.  The Debtor will be responsible for
its content involving the provision of information and
solicitation to the general unsecured creditors.

The firm will bill $300 per month to host the site.

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the Debtors, its estate and creditors.

The firm can be reached at:

   Kurtzman Carson Consultants LLC
   12910 Culver Boulevard, Suite I
   Los Angeles, CA 90066
   Tel: (866) 381.9100
   Fax: (310) 823.9133
   http://www.kccllc.com/

Based in San Luis Obispo, California, Copelands' Enterprises Inc.
dba Copelands' Sports -- http://www.copelandsports.com/--  
operates specialty sporting goods stores.  The Company filed for
chapter 11 protection on Aug. 14, 2006 (Bankr. D. Del. Case No.
06-10853).  Laura Davis Jones, Esq., Marc A. Berlinson, Esq., and
Ira A. Kharasch, Esq., at Pachulski, Stang, Ziehl, Young, Jones, &
Weintraub LLP, in Los Angeles, California, represent the Debtor.
Clear Thinking Group serves as the Debtor's financial advisor.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $50 million and $100 million.


COREL CORP: Intervideo Deal Prompts S&P to Hold 'B' Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and senior secured debt ratings on Canada-based
packaged software company, Corel Corp., after the company's
announcement to acquire California-based digital media software
vendor, InterVideo Inc.

At the same time, Standard & Poor's affirmed its 'B' bank loan
rating, with a recovery rating of '3', on the company's
$265 million credit facility, which was increased by $100 million
to partially finance the acquisition.  The '3' recovery rating
indicates a meaningful recovery of principal (50%-80%) by lenders
in the event of default.

The outlook is positive.

The bank facility was increased to $265 million from $165 million
and now consists of a $190 million term loan due 2012 and a
$75 million revolver due 2011.  The $100 million in incremental
debt financing along with cash on hand will be used to finance the
$195 million acquisition of InterVideo.

The acquisition of InterVideo should provide additional product
diversity, broaden the company's distribution, and expand its
geographic presence in the Asia-Pacific growth markets. Although
integration risks associated with the sizable acquisition are a
credit concern, Standard & Poor's notes that Corel's track record
of integrating acquisitions has improved in recent years.

Nevertheless, InterVideo's low level of profitability will remain
a drag on Corel's otherwise healthy operating margins in the near
term.  The ratings also reflect an aggressive financial policy
given Corel's desire to pursue additional debt-financed
acquisitions in the medium term.  Standard & Poor's notes the
potential conflict of interest given continuing majority ownership
by Vector Capital (72%) and Vector's potential use of Corel as a
feeder for divested software companies.

"The ratings on Corel reflect its weak market position within the
highly competitive packaged software industry, a limited track
record of profitability, and the short life span of software
products in general," said Standard & Poor's credit analyst Madhav
Hari.

"These factors are only partially offset by Corel's brand
recognition as a viable alternative to globally dominant packaged
software providers, a large and diverse installed base, and a
meaningful base of recurring revenue," added Mr. Hari.

The positive outlook is based on Corel's strong operating
momentum; improving product, customer, and geographic diversity;
and adequate liquidity.  The positive outlook also reflects
expectations of a successful integration of InterVideo, including
the realization of cost synergies as targeted.  Increased
profitability as well as improved financial leverage and
corresponding credit measures could lead to an upgrade in the
medium term.  Nevertheless, if revenue growth and profitability
stall because of competitive forces, pricing pressures,
integration challenges, or shifting customer buying behavior, the
outlook could be revised to stable.


CREDIT SUISSE: Fitch Lifts Rating on $12.9MM Class K Certs to BB+
-----------------------------------------------------------------
Fitch upgrades Credit Suisse First Boston Mortgage Securities
Corp. commercial pass-through certificates, series 2003-C3:

     -- $47.4 million class B to 'AAA' from 'AA';
     -- $19.4 million class C to 'AAA' from 'AA-';
     -- $38.8 million class D to 'AA' from 'A';
     -- $19.4 million class E to 'A+' from 'A-';
     -- $19.4 million class F to 'A' from 'BBB+';
     -- $12.9 million class G to 'A-' from 'BBB';
     -- $19.4 million class H to 'BBB+' from 'BBB-';
     -- $19.4 million class J to 'BBB-' from 'BB+'
     -- $12.9 million class K to 'BB+' from 'BB';
     -- $6.5 million class L to 'BB' from 'BB-'.

In addition, Fitch affirms these classes:

     -- $51.6 million class A-1 at 'AAA';
     -- $214.0 million class A-2 at 'AAA';
     -- $212.0 million class A-3 at 'AAA';
     -- $55.0 million class A-4 at 'AAA';
     -- $862.4 million class A-5 at 'AAA';
     -- Interest Only (I/O) classes A-X, A-SP, and A-Y at 'AAA';
     -- $10.8 million class M at 'B+';
     -- $2.2 million class N at 'B';
     -- $4.3 million class O at 'B-';
     -- $2.5 million class 622A at 'BBB-';
     -- $5.9 million class 622B at 'BBB-';
     -- $5.9 million class 622C at 'BBB-';
     -- $5.9 million class 622D at 'BBB-';
     -- $17.6 million class 622E at 'BB';
     -- $1.6 million class 622F at 'BB'.

Fitch does not rate the $21.5 million class P.

The upgrades are due to defeasance (12.9% of the pool), stable
pool performance and scheduled amortization.  As of the October
2006 distribution date, the pool's aggregate principal certificate
balance has decreased 4.3% to $1.69 billion compared to
$1.76 billion at issuance.

There is currently one loan representing 0.16% of the pool in
special servicing.

The five credit assessed loans (29.6% of the pool) remain
investment grade.  Fitch reviewed operating statement analysis
reports and other performance information provided by the master
servicer, Key Commercial Mortgage.  The debt service coverage
ratio for the loans are calculated based on a Fitch adjusted net
cash flow and a stressed debt service on the current loan balance
and a hypothetical mortgage constant.

622 Third Avenue (11.8%) is secured by a 1 million sf class-A
office building located in midtown Manhattan.  The whole loan is
divided into a $199.9 million pooled portion, a $39.4 million non-
pooled portion (representing classes 622A-622F) and a B-note held
outside of the trust.  The Fitch stressed DSCR for the pooled
portion as of YE 2005 was 1.44 times (x) compared to 1.56x at
issuance.  The decline is due to a continued increase in operating
expenses experienced since issuance.  As of June 2006, occupancy
is 100% compared to 98.0% at issuance.

Washington Center Portfolio (7.0%) is secured by a 888-room Grand
Hyatt mixed-use full-service hotel and a 355,718 sf class A office
complex, located between the White House and the U.S. Capitol in
the East End district of Washington, DC.  The whole loan was
divided into a $118.9 million senior A-note, along with B and C
notes held outside of the trust.  The revenue per available room
(RevPAR) as of year to date ending July 2006 was $166.13 with
79.5% occupancy.  Occupancy as of July 2006 for the office portion
was 97.3% compared to 99.9% at issuance.  The Fitch stressed DSCR
for the A-note portion of the loan as of YE 2005 is 2.99x compared
to 1.96x at issuance.

The remaining three credit assessed loans, Columbiana Center
(4.0%), The Crossings (3.4%), and Great Lakes Shopping Center
(3.4%), have experienced improved performance or remained stable
since issuance.


DELPHI CORP: Judge Drain OKs Expanded FTI Consulting Retention
--------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York permits Delphi Corporation and its
debtor-affiliates to expand the scope of FTI Consulting, Inc.'s
services to include economic consulting services, nunc pro tunc to
May 25, 2006.

As reported in the Troubled Company Reporter on Oct. 10, 2006, FTI
has been approached by the Debtors and Shearman & Sterling LLP,
the Debtors' special counsel, to assist Shearman in rendering
legal advice and performing legal services by providing economic
consulting services relating to certain legal actions that are
pending against the Debtors.

FTI will continue to apply to the Court for allowance of
compensation and reimbursement of expenses related to the Economic
Consulting Services.

FTI will not bill for the Economic Consulting Services separately
from the restructuring and financial advisory services but will
designate one or more separate billing codes so that the Economic
Consulting Services performed may be distinguishable and distinct
from other services.

The Debtors will pay FTI pursuant to customary hourly rates for
Economic Consulting Services:

           Daniel R. Fischel                 $1,000
           Senior Vice Presidents       $485 - $590
           Vice Presidents              $450 - $485
           Economists                   $325 - $440
           Research Staff               $125 - $315

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. 46; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DELPHI CORP: MobileAria Wants DLA Piper as IP Counsel
-----------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code and Rules
1107(b) and 2014 of the Federal Rules of Bankruptcy Procedure,
Delphi Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ DLA Piper LLP as Debtor affiliate MobileAria,
Inc.'s corporate, employment, and intellectual property counsel,
nunc pro tunc to May 1, 2006.

MobileAria provides fleet management, efficiency and security
services for mobile transportation systems, using patented
hardware and software that tracks vehicles by satellite, Robert
Schumacher, Delphi Electronics & Safety general director,
advanced product development and business strategy, relates.

MobileAria has previously retained DLA Piper as an ordinary
course professional.  At the end of April 2006, however, DLA
Piper exceeded the fee cap established in the Ordinary Course
Professionals Order.  Pursuant to the OCP Order, the Debtors are
required to formally retain DLA Piper in order to continue
receiving DLA Piper's services.

As MobileAria's counsel, DLA Piper will continue to:

   (a) advise and represent MobileAria with respect to general
       business, corporate, and employment matters as they arise;

   (b) maintain MobileAria's rights in intellectual property
       assets and counsel MobileAria with respect to its rights
       in connection with any reorganization, restructuring,
       sale, or transfer of its intellectual property rights; and

   (c) advise and assist MobileAria with the sale of
       substantially all of its assets.

Mr. Schumacher informs the Court that DLA Piper will work with
the Debtors' other professionals in order to avoid the
duplication of work among them.

MobileAria will pay DLA Piper its standard hourly rates, subject
to annual adjustment according to the firm's standard policies:

           Attorney                Hourly Rate
           --------                -----------
           Christie Branson            $405
           James Koshland               685
           Michael Standlee             495
           Victoria Lee                 495

MobileAria will also reimburse DLA Piper's expenses according to
their reimbursement policies.

James M. Koshland, a member of DLA Piper, discloses that the firm
has represented, currently represents, and will likely in the
future represent certain of the Debtors' creditors and other
parties-in-interest in matters unrelated to MobileAria, the
Debtors, or the Chapter 11 cases.  Lawyers in other DLA Piper
offices currently represent potential creditors of the Debtors in
matters not related to MobileAria, including Silicon
Laboratories, Inc., PEC of America Corporation, ASE,
Constellation New Energy, Inc., Computer Sciences and
Corporation.

DLA Piper has established an ethical wall isolating the
professionals designated to represent MobileAria from the
professionals representing the Debtors' potential creditors, Mr.
Koshland says.

A 13-page list of Interested Parties that may have adverse
interests in the Debtors and for whom DLA Piper represents is
available for free at http://researcharchives.com/t/s?1494

Mr. Koshland also discloses that DLA Piper has filed an $8,811
general unsecured claim against MobileAria.  After reviewing its
accounting records, DLA Piper has determined that the correct
amount of its claim is $8,770.

Except as stated, Mr. Koshland assures the Court, DLA Piper and
its partners, counsel, or associates, do not hold or represent
any interest adverse to MobileAria, the Debtors, or their estates
with respect to the matters for which it is to be employed.

Since DLA Piper is a proposed corporate, employment, and
intellectual property counsel to MobileAria, and not the proposed
bankruptcy counsel, Mr. Schumacher notes that Section 327(e) does
not require that DLA Piper and its attorneys be "disinterested
persons" as defined in Section 101(14) of the Bankruptcy Code.

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. 46; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DELTA AIR: Judge Hardin Allows Retiree Health Benefit Amendments
----------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York grants Delta Air Lines,
Inc., and its debtor-affiliates' request to modify healthcare
benefits of their retirees.

The Debtors had presented a detailed proposal to modify healthcare
benefits of retirees to:

    -- the Official Section 1114 Committee of Non-Pilot Retirees;
       and

    -- the Official Section 1114 Committee of Retired Pilots.

Delta estimates that it will save $50,000,000 on an annual basis,
inclusive of changes to benefits that it believes are freely and
unilaterally amendable by virtue of its reservation of rights to
amend these benefits at any time.

Under Sections 1114(e)(1)(B) and 363(b) of the Bankruptcy Code,
Delta asks the Court to approve modifications to:

   (a) healthcare benefits for ground and flight attendant
       retirees, their spouses and survivors, as agreed to by the
       Non-Pilot Committee and embodied in the Section 1114 Non-
       Pilot Retiree Committee Agreement Term Sheet; and

   (b) healthcare benefits for pilot retirees, their spouses and
       survivors, as agreed to by the Pilot Committee
       and embodied in the Section 1114 Pilot Retiree Committee
       Agreement Term Sheet.

                     Non-Pilot Term Sheet

Under the Non-Pilot Term Sheet, certain retirees will go from
paying no premiums at all for their coverage before reaching age
65 to paying the lesser of:

   (a) $115 monthly in 2007; $120 monthly in 2008; and $125
       monthly in 2009 and thereafter; or

   (b) starting in 2011, 22% of the full cost of the coverage
       until they reach age 65.

The other retirees will be paid 10% to 25% of the cost, or 22% to
35% of the cost.

Delta has agreed to place limits on further changes to certain of
the cost-sharing percentages through 2010.

The Non-Pilot Term Sheet provides for the elimination of the
current, self-insured plan design and instead provides for access
to a Delta-affiliated plan that is intended to supplement
Medicare benefits.

Delta has agreed to provide up to $2,000,000 in 2007 for targeted
supplemental premium subsidies to certain retirees who experience
hardships from the changes outlined in the Non-Pilot Term Sheet.
The hardship fund will be administered by an organization of
current Delta retirees at their sole discretion and with no
further input from Delta.

A full-text copy of the Non-Pilot Term Sheet is available for
free at http://researcharchives.com/t/s?1330

                       Pilot Term Sheet

Under the Pilot Term Sheet, the contribution percentage for the
Delta Pilots Medical Plan will:

   (1) continue to be 100% for those Pilot Retirees under 60
       years old; and

   (2) change from 28% to 51%, with some exceptions, for Pilot
       Retirees aged 60 to 64 years old.

Certain Pre-65 Pilot Retirees may be entitled to receive the
Health Coverage Tax Credit, a federal program designed to assist
with payment of healthcare premiums for some individuals whose
pension plans have been turned over to the Pension Benefit
Guaranty Corporation.

A full-text copy of the Pilot Term Sheet is available for free
at http://researcharchives.com/t/s?1331

                Age 65+ Retiree Subsidies

Pursuant to the Section 1114 Term Sheets, retirees who are 65
years old and above will be eligible to receive from Delta a
monthly subsidy, which may increase in certain future years in
accordance with the Consumer Price Index up to a maximum of 3%
per year, that may be applied, subject to certain conditions,
towards the premium for Delta-affiliated medical and prescription
drug coverage.

The Non-Pilot Retirees' monthly subsidy will be $50, while the
Pilot Retirees' monthly subsidy will be either $65 or $80
depending on the retirement date of the pilot.

Retirees who are not yet 65 years old will also be eligible, on
reaching age 65, for the Age 65+ Retiree Subsidy.

Headquartered in Atlanta, Georgia, Delta Air Lines
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Mulling Purchase of 50 New Aircraft from Bombardier
--------------------------------------------------------------
According to Bombardier Inc., Delta Air Lines, Inc., is looking
for as many as 50 aircraft and is considering Bombardier's CRJ900
aircraft, which can sit 75 to 90 passengers, Bloomberg News
reports.  The CRJ900 aircraft has a list price of $35,200,000.

Bombardier is negotiating with Delta and some of its partner
airlines on an order for the CRJ900, Pierre Beaudoin, president of
Bombardier's aerospace business, said in an interview with
Bloomberg.

Betsy Talton, Delta's spokeswoman, said that no final decisions
have been made, and an aircraft manufacturer has not been
selected, Bloomberg reports.

Headquartered in Atlanta, Georgia, Delta Air Lines
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Exclusive Plan-Filing Period Stretched to February 15
----------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Delta Air
Lines and its debtor-affiliates sought and obtained further
extension of their exclusive periods to:

   a) file a Chapter 11 plan through February 15, 2007; and

   b) solicit acceptances of the plan through April 16, 2007.

The Official Committee of Unsecured Creditors supported the
Debtors' request for an extension.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
told the Court that since the most recent 120-day extension of
their exclusive periods, the Debtors have been making substantial
progress in their Chapter 11 cases, including:

   (a) further progress on pension issues;

   (b) settlements with the Section 1114 Pilot Retiree Committee
       and the Section 1114 Non-Pilot Retiree Committee to
       restructure Delta's health and welfare benefits; and

   (c) receipt of over 7,000 proofs of claim and the
       establishment of agreed-upon procedures for processing
       objections and settlements of those proofs of claim.

Despite these achievements, additional work and progress are
necessary on many fronts to achieve the Debtors' goal to develop
and propose a reorganization plan that will receive support from
their various constituencies, Mr. Huebner informed Judge Hardin.

Mr. Huebner argued that ample cause clearly exists to grant the
Debtors' request:

   -- the Debtors' cases are large and complex;

   -- the Debtors need more time to negotiate a consensual plan
      of reorganization and prepare adequate information;

   -- the Debtors have made good faith progress toward
      reorganization;

   -- the Debtors have been paying their postpetition debts when
      due;

   -- the Debtors have demonstrated reasonable prospects for
      filing a viable plan of reorganization;

   -- the Debtors have made progress in negotiating with their
      creditors;

   -- the Debtors' Chapter 11 cases have been pending for a
      relatively short period;

   -- the Debtors' motive in requesting the extensions is not to
      pressure their creditors;

   -- an extension will enable the Debtors to resolve certain
      contingencies that will affect a plan of reorganization;
      and

   -- the requested extension is consistent with those granted
      in other large Chapter 11 cases.

Headquartered in Atlanta, Georgia, Delta Air Lines
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DON JOHNSON: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Don W. Johnson
        Inga Jean Johnson
        1426 Fox Hollow Road
        Cullman, AL 35055

Bankruptcy Case No.: 06-82329

Chapter 11 Petition Date: November 3, 2006

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtors' Counsel: Michael E. Lee, Esq.
                  200 West Side Square, Suite 803
                  Huntsville, AL 35801-4816
                  Tel: (256) 536-8213
                  Fax: (256) 536-8262

Total Assets: $4,363,115

Total Debts:  $1,728,099

Debtors' 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
MBNA                                                    $31,012
P.O. Box 15286
Wilmington, DE 19886-5286

Bank of America                  Unsecured              $23,265
P.O. Box 650260
Dallas, TX 75265-0260

Chrysler Financial               2006 Jeep Cherokee     $22,045
P.O. Box 9001921                                       Secured:
Louisville, KY 40290-1921                               $20,000

CitiCards                                               $21,450
P.O. Box 688909
Des Moines, IA 50368-8909

Jean Matthews                    Ad Valorem Taxes        $5,783
Carroll County Tax
Commissioner
423 College Street, Room 401
Carrolton, GA 30117-3142

Home Depot                       Account                 $4,771

Tim McGukin                                              $3,600

City of Bremen                   Ad Valorem Taxes        $2,503

Carroll EMC                      Account                 $1,600

GEMB/Gateway                                             $1,350

Lynn Clark                                               $1,200

Gaylon Drake                                             $1,000

Waste Management, Inc.                                     $958

Credit Bureau of Newman                                    $829

Zach Albright and                                          $500
Associates, LLC

Donny B. Ray                     Ad Valorem Taxes          $222

Cohn, Overstreet & Parrish                              Unknown

Sheldon E. Friedman                                     Unknown


DWAIN MORSE: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dwain Morse
        2655 Montrose Place
        Santa Barbara, CA 93105

Bankruptcy Case No.: 06-10816

Chapter 11 Petition Date: November 3, 2006

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: William C. Beall, Esq.
                  Beall and Burkhardt
                  1114 State Street, Suite 200
                  Santa Barbara, CA 93101
                  Tel: (805) 966-6774
                  Fax: (805) 963-5988

Total Assets:    $38,200

Total Debts:  $2,974,703

Debtor's Nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Marvin Engineering Co., Inc.                           $2,305,201
c/o Richard Berger
261 West Beach Avenue
Inglewood, CA 90302

Integrated Separation                                    $538,000
Solutions, LLC
6333 Odana Road
Madison, WI 53719

World Water Technologies, LLC                             $86,000
1231 State Street, Suite 204
Santa Barbara, CA 93101

GMAC                              Security Agreement      $17,199
P.O. Box 660208
Dallas, TX 75266

Bank of America                                           $11,698
P.O. Box 60069
City of Industry, CA 91716-0069

American Express                                           $5,253

Capital One                                                $2,856

HSBC, N.V.                                                 $1,983

Financial Credit Network                                     $324


EL PASO CORP: Names Brent Smolik as El Paso Exploration President
-----------------------------------------------------------------
Brent J. Smolik has been named president of El Paso Exploration &
Production Company.

Mr. Smolik earned a bachelor's degree in petroleum engineering
from Texas A&M University in 1983 and worked for ARCO as a
drilling and reservoir engineer.  In 1990, he joined Burlington
Resources as a reservoir engineer and acquisition coordinator. He
went on to hold engineering supervisory and management positions
in the Denver, Offshore, San Juan, and Gulf Coast Divisions.  He
then served as vice president, chief engineer in Houston until
relocating to Calgary in 2004, where he became president,
Burlington Resources Canada.  Following the merger in March 2006,
he remained in Calgary and became president, ConocoPhillips
Canada.

Mr. Smolik is a member of the CAPP Board of Governors and serves
on the board of the Alberta Children's Hospital Foundation. He is
affiliated with the Society of Petroleum Engineers, the Society of
Petroleum Evaluation Engineers, and the Texas Board of
Professional Engineers.

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

                       *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's Investors Service revised its corporate family rating on
El Paso Corporation to B2 in connection with its implementation of
the new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector.


ENERGY TRANSFER: Takes First Step in Transwestern Pipeline Buy
--------------------------------------------------------------
Energy Transfer Partners, L.P., has completed the first step of
its previously announced acquisition of the Transwestern Pipeline.
In a transaction that closed on November 1, 2006, ETP acquired a
50% interest in CCE Holdings, LLC from GE Energy Financial
Services and certain other investors. The purchase price of
$1 billion was funded by ETP's issuance of additional equity
interests, consisting of approximately 26.1 million Class G Units
issued to Energy Transfer Equity, L.P.

In a second transaction, expected to be completed during ETP's
second fiscal quarter, CCEH will redeem ETP's 50% ownership in
CCEH in exchange for 100% ownership of Transwestern Pipeline
Company, LLC, the entity owning the Transwestern Pipeline.

The Transwestern Pipeline is a 2,500 mile interstate natural gas
pipeline system that connects supply areas in the San Juan Basin
in southern Colorado and northern New Mexico, the Anadarko Basin
in the Mid-continent and the Permian Basin in west Texas to
markets in the Midwest, Texas, Arizona, New Mexico and California.
The Transwestern Pipeline interconnects with ETP's existing
intrastate pipelines in west Texas.

Energy Transfer Partners, L.P. -- http://www.energytransfer.com/
-- is a publicly traded partnership owning and operating a
diversified portfolio of energy assets.  The Partnership's natural
gas transportation and storage operations include intrastate
natural gas gathering and transportation pipelines, natural gas
treating and processing assets located in Texas and Louisiana, and
three natural gas storage facilities located in Texas.

Energy Transfer Equity, L.P. owns the general partner interest,
100% of the incentive distribution rights in the general partner,
and approximately 36.4 million Common Units and 26.1 million Class
G Units of Energy Transfer Partners, L.P.

                            *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Fitch Ratings has initiated rating coverage on Energy Transfer
Equity, L.P. by assigning a BB- Issuer Default Rating.  The
Company's proposed $1.3 billion senior secured series B term loan
maturing Nov. 1, 2012 is rated 'BB'; its $150 million outstanding
senior secured term loan maturing Feb. 8, 2012 is rated 'BB'; and
its $500 million outstanding senior secured revolving credit
facility maturing Feb. 8, 2011 is rated 'BB'.  The Rating Outlook
is Stable.

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Moody's Investors Service assigned first-time ratings to Energy
Transfer Equity, L.P.  Moody's assigned a Ba2 rating and a Loss-
Given-Default rating of LGD 5, 88% to ETE's senior secured credit
facilities which consist of an existing $500 million revolving
credit facility, an existing $150 million Term Loan A, and a
proposed $1.3 billion Term Loan B.  ETE owns the general partner
interest of Energy Transfer Partners, L.P. as well as ETP's
incentive distribution rights and a substantial amount of ETP's
limited partner units.  Proceeds from the proposed Term Loan B
will be used to purchase additional ETP LP units.  The rating
outlook is stable.


ENERGY TRANSFER: Issues Partner Units to ETE LP in Pvt. Placement
-----------------------------------------------------------------
Energy Transfer Partners, L.P., has issued approximately
26.1 million Class G Units to Energy Transfer Equity, L.P. for
aggregate proceeds of $1.2 billion.

The proceeds from the issuance of additional limited partner
equity interests by ETP will be used to fund a portion of the
previously announced Transwestern Pipeline acquisition and to
repay indebtedness incurred in connection with the Titan Energy
Partners, L.P. and Titan Energy GP, L.L.C. acquisition which
closed on June 1, 2006.

The Class G Units, a newly created class of ETP limited partner
interests, were issued to ETE at a price of $46.00 per unit, and
was based upon a market discount from the closing price of ETP's
Common Units on October 31, 2006.  The terms of the Class G Units
are substantially similar to those of ETP's previous Class F
Units, which were retired and converted to common units upon the
approval of a majority of the outstanding common unitholders of
ETP on August 15, 2006.  The Class G Units were issued to ETE
pursuant to a customary agreement, and registration rights have
been granted to ETE.

Energy Transfer Partners, L.P. -- http://www.energytransfer.com/
-- is a publicly traded partnership owning and operating a
diversified portfolio of energy assets.  The Partnership's natural
gas transportation and storage operations include intrastate
natural gas gathering and transportation pipelines, natural gas
treating and processing assets located in Texas and Louisiana, and
three natural gas storage facilities located in Texas.

Energy Transfer Equity, L.P. owns the general partner interest,
100% of the incentive distribution rights in the general partner,
and approximately 36.4 million Common Units and 26.1 million Class
G Units of Energy Transfer Partners, L.P.

                            *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Fitch Ratings has initiated rating coverage on Energy Transfer
Equity, L.P. by assigning a BB- Issuer Default Rating.  The
Company's proposed $1.3 billion senior secured series B term loan
maturing Nov. 1, 2012 is rated 'BB'; its $150 million outstanding
senior secured term loan maturing Feb. 8, 2012 is rated 'BB'; and
its $500 million outstanding senior secured revolving credit
facility maturing Feb. 8, 2011 is rated 'BB'.  The Rating Outlook
is Stable.

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Moody's Investors Service assigned first-time ratings to Energy
Transfer Equity, L.P.  Moody's assigned a Ba2 rating and a Loss-
Given-Default rating of LGD 5, 88% to ETE's senior secured credit
facilities which consist of an existing $500 million revolving
credit facility, an existing $150 million Term Loan A, and a
proposed $1.3 billion Term Loan B.  ETE owns the general partner
interest of Energy Transfer Partners, L.P. as well as ETP's
incentive distribution rights and a substantial amount of ETP's
limited partner units.  Proceeds from the proposed Term Loan B
will be used to purchase additional ETP LP units.  The rating
outlook is stable.


ENRON CORP: Court Approves Stipulation Allowing ASRS Claims
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation between Enron Corp., its debtor-
affiliates, and the Arizona State Retirement System, resolving all
matters related to the ASRS's claims and tax refund.

The stipulation provides that:

   (1) Claim No. 9169 will be reduced and allowed as a Class 2
       Allowed Secured Claim against Enron Corp. for $727,395;

   (2) Claim No. 9170 will be reduced and allowed as a Class 2
       Allowed Secured Claim in favor of ADR against NEPCO for
       $75,576;

   (3) all scheduled liabilities, if any, related to ASRS or ADR,
       under the Debtors' liability schedules filed with the
       Court are disallowed in their entirety in favor of the
       Allowed ASRS Claims;

   (4) the ASRS and ADR will be entitled to a $802,971 set-off of
       the Refund held by ADR in full satisfaction and payment of
       the Allowed ASRS Claims, in which $727,395 will be
       allocated to ASRS and $75,576 will be allocated to ADR;
       and

   (5) the remaining $1,137,720 of the Refund will be remitted
       to Enron by ADR via check within 10 days after the Court's
       approval of the stipulation.

The Arizona State Retirement System had filed on Oct. 11, 2002,
Claim No. 9169 for $16,975,536 plus interest against Enron Corp.,
and Claim No. 9170 for $16,975,536 plus interest against the
National Energy Production Corp.

In their 32nd Omnibus Claims Objection, the Debtors objected to
the ASRS Claims on the grounds that they were premised on ASRS'
purported status as an owner of shares of stock of Enron, and
alleged damages arising from the purchase or sale of securities.

The Debtors asked the Court to expunge and disallow the portions
of the ASRS Claims related to ownership of the stock, and
reclassify and subordinate the portion of the claim arising from
the sale or purchase of securities pursuant to Section 510(b) of
the Bankruptcy Code.

Additionally, before the Petition Date, NEPCO incurred certain
transaction privilege taxes payable to the Arizona Department of
Revenue, amounting to approximately $75,576.  On April 4, 2005,
Enron and certain of its affiliates submitted a Form 120X Arizona
Amended Corporation Income Tax Return for the tax year ended 2000
to the ADR, entitling Enron to a $1,940,691 tax refund, including
interest earned through August 31, 2006.

                       About Enron Corp.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP represent the Debtor.  Jeffrey
K. Milton, Esq., at Milbank, Tweed, Hadley & McCloy LLP represents
the Official Committee of Unsecured Creditors.  (Enron Bankruptcy
News, Issue No. 179; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: Wants $90 Million Pact With CFSB Parties Approved
-------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Enron Corp., Enron North America Corp., Enron Natural
Gas Marketing Corp., Enron Broadband Services, Inc., Enron Energy
Services, Inc., EES Service Holdings, Inc., Enron International
Inc., Enron Energy Services Operations, Inc., ECT Merchant
Investments Corp., Enron Power Marketing, Inc., and Atlantic
Commercial Finance, Inc., ask the U.S. Bankruptcy Court for the
Southern District of New York to approve their settlement
agreement dated August 25, 2006 with:

    1. Credit Suisse First Boston, Inc.,
    2. Credit Suisse First Boston (USA), Inc.,
    3. Credit Suisse First Boston LLC,
    4. Credit Suisse First Boston International,
    5. Credit Suisse First Boston (USA) International, Inc.,
    6. Credit Suisse First Boston,
    7. Pershing LLC,
    8. DLJ Capital Funding, Inc.,
    9. DLJ Fund Investments Partners III, L.P.,
   10. ERNB Ltd., and
   11. Merchant Capital, Inc.

Before the Oct. 15, 2002 bar date for filing claims, certain
of the CSFB Entities filed or caused to be filed 17 proofs of
claim for obligations allegedly owing to, or damages allegedly
suffered by, the CSFB Entities in connection with various credit
facilities or financial transactions referred as Brazos Office
Holdings, JT Holdings, Syndicated LC Facility, Revolver-Short
Term, and Revolver-Long Term.

In Sept. 2003, the Enron Parties commenced an action against
various financial institutions.  In the MegaClaims Litigation,
the Enron Parties allege that, in the late 1990's and early
2000's, the defendants, including the CSFB Entities, assisted a
small number of the Enron insiders in a scheme to manipulate and
misstate the true financial condition of the Enron Entities.

On Nov. 21, 2003, Enron commenced Adversary Proceeding No.
03-093371 against, among others, CSFB Int'l and CSFB LLC seeking,
inter alia, the avoidance and recovery of allegedly preferential
or fraudulent transfers in connection with the purchase of Enron
common stock.

The Debtors have also commenced Adversary Proceeding No. 05-01074
against Bear, Stearns & Co. Inc. and Rushmore Capital-I, L.L.C.,
holders of claims assigned by the CSFB Parties.  The Debtors
sought to disallow the assigned claims.

On Jan. 9, 2004, the Debtors, in Adversary Proceeding No.
03-09266, filed an omnibus objection to claims filed by defendants
in the MegaClaims Litigation.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that over a period of several months, principals of the
Enron Parties and the CSFB Entities held several meetings and
telephone conversations to address whether a settlement of the
Claims and the CSFB Litigation might be possible and, if so, on
what terms and conditions.

The discussions, which included participation by senior
executives of both parties, intensified in May and June 2006 and
eventually resulted in the Settlement Agreement.

The principal terms of the Settlement Agreement are:

   (1) the CSFB Entities will make a $90,000,000 settlement
       payment to Enron;

   (2) certain CSFB Claims under the Revolver-Short Term and
       Syndicated L/C Credit Facilities will be allowed as
       Class 4 Claims against Enron in these amounts:

       Claimant                 Claim No.     Claim Amount
       --------                 ---------     ------------
       Rushmore Capital I, LLC      99049      $10,022,994
       UBS AG, Stamford Branch      99196       43,767,075
       Citibank, as agent           14179        6,985,638
       Morgan Stanley
         Emerging Markets, Inc.     99226        1,278,771
       UBS AG, Stamford Branch      99215       18,888,170
       JPMorgan Chase, as Agent     11166       11,475,440

   (3) certain CSFB Claims will be subordinated and assigned to
       Enron and the Litigation Trust, to the extent it is formed
       pursuant to the Plan:

       Debtor Party     Claimant       Claim No.     Claim Amount
       ------------     --------       ---------     ------------
          Enron         CSFB               99119       $5,549,802
          ENA           CSFB, as Agent      6215        2,934,499
          Enron         CSFB, as Agent      6216        1,467,250
                        JPMorgan Chase,
          ENA              as Agent        11235        5,865,000
                        JPMorgan Chase,
          EPMI             as Agent        11236        1,288,000
                        JPMorgan Chase,
          NEPCO           as Agent         22135        4,307,383
          Ventures      CSFB Entities      10808        4,250,120
          Enron         CSFB Entities      10807        4,157,672
          ENRON         CSFB Entities      12101        3,919,331
          ENA           CSFB Entities      13091       22,896,190
          Enron         CSFB Entities      13090        6,868,857
          ENA           CSFB Entities       7523      138,304,856
          Enron         CSFB Entities       7524      120,448,323
          ENA           CSFB Entities       7525       40,738,911

   (4) The Reorganized Debtors will cause the dismissal, with
       prejudice, of Counts XVI through XIX of the Equity Action;

   (5) the Enron Entities or the Reorganized Debtors will waive,
       release, acquit and discharge the CSFB Entities from any
       and all claims, demands, rights, liabilities, or causes of
       action relating to the MegaClaims Litigation and the
       MegaClaims Objection; and

   (6) Enron's claims against the CSFB Assignees will be deemed
       dismissed, with prejudice.

The CSFB Entities do not admit to any liability or wrongdoing in
respect to the allegations made by the Enron Parties in the
MegaClaims Litigation and the MegaClaims Objection.

Mr. Rosen asserts that, like the five prior settlements with
various MegaClaims defendants, the present settlement with the
CSFB Entities represents a significant benefit to the Enron
Entities, as it resolves pending litigation, settles multiple
claims, and brings cash into the estates of the Enron Entities
for distribution to creditors.

                       About Enron Corp.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP represent the Debtor.  Jeffrey
K. Milton, Esq., at Milbank, Tweed, Hadley & McCloy LLP represents
the Official Committee of Unsecured Creditors.  (Enron Bankruptcy
News, Issue No. 179; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


EVERGREEN INT'L: S&P Lifts 'B-' Corporate Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Evergreen International Aviation Inc. to 'B' from 'B-'
and removed the rating from CreditWatch with positive
implications, where it was placed on July 21, 2006.  At the same
time, the rating agency affirmed the company's 'B+' bank loan
rating and withdrew the 'CCC+' senior secured debt rating.  The
rating actions reflect the successful completion of Evergreen's
debt refinancing, in which the company replaced existing debt with
new bank debt.

The outlook is now stable.

"The upgrade reflects the favorable near-term operating outlook
for most of the company's businesses and its improved liquidity
position," said Standard & Poor's credit analyst Lisa Jenkins. The
ratings also reflect the company's participation in a cyclical,
competitive, and capital-intensive industry and its highly
leveraged capital structure.

Evergreen derives the majority of its revenues and operating
profits from Evergreen International Airlines, its airfreight
transportation subsidiary.  The company also provides ground
logistics services, aircraft maintenance and repair services,
helicopter and small aircraft services, and aviation sales and
leasing.  Demand for most of Evergreen's services has been healthy
over the past year and is expected to remain so for at least the
next few years.

Although the company has recently experienced profit pressures in
its aircraft maintenance business, its airfreight business is
continuing to benefit from strong military demand and healthy
commercial demand, driven by U.S. imports from China.  A recently
signed agreement to provide transportation related to
manufacturing of Boeing's new 787 aircraft should give a
significant boost to revenues and earnings in coming years.

The refinancing of Evergreen's debt has given the company more
flexibility under its covenants and a greater ability to reinvest
in the business.  However, debt service requirements remain
significant, with annual interest expense and amortization
totaling close to $38 million.  This will continue to consume much
of the company's cash flow, as will ongoing capital
expenditure requirements.  Credit risk is heightened by the
cyclical and competitive nature of the industry in which Evergreen
competes, the capital intensity of its airline operations, its
private ownership, and its financial history.

Evergreen is expected to benefit from favorable operating
prospects over the near to intermediate term.  However, an outlook
change to positive is unlikely, given the onerous debt service
requirements the company faces.  If liquidity were to come under
pressure, either as a result of weaker-than-expected market
conditions or greater-than-expected investment spending, the
outlook would likely be changed to negative; the rating could
also be lowered, depending upon the degree of deterioration.


FIRSTLINE CORP: Brings In FM Stone Commercial as Broker
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia in
Valdosta Division gave David W. Cranshaw, the chapter 11 trustee
appointed in Firstline Corp.'s bankruptcy case, authority to
employ FM Stone Commercial, as his broker.

The firm is expected to procure a willing buyer to purchase the
the Debtor's property in Elkhart, Indiana and to assist the
Trustee in negotiating the terms of the sale of the property.

The firm will be paid a 7% commission for this engagement.

Ross C. Miller, managing partner of the firm, assured the
Court that his firm does not hold any interest adverse to the
Debtor and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Miller can be reached at:

     Ross C. Miller
     FM Stone Commercial
     421 S. 2nd Street, 5th Floor
     Elkhart, Indiana, 46516
     Tel: (574) 522-0390
     Fax: (574) 295-1711
     http://www.fmstone.com/

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


FREESCALE SEMICON: Moody's Rates Prospective $1.6BB Notes at (P)B2
------------------------------------------------------------------
Moody's Investors Service assigned Freescale Semiconductor Inc. a
Corporate Family Rating of Ba3 and a speculative grade liquidity
rating of SGL-1.

A shareholder meeting has been scheduled for Nov. 13, 2006, to
vote on the company's proposed acquisition, which is expected to
close by the end of Nov. 2006.  Subsequent to transaction closing,
Moody's will withdraw the Ba1 ratings on the former Freescale's
corporate family and senior unsecured notes, and conclude the
review for possible downgrade given the likelihood that following
the planned buyout, the former Freescale will have substantially
tendered all of the $850 million existing senior notes.  Any
remaining stub notes would likely be lowered to B1.

At the same time, Moody's has also assigned

   -- a provisional Baa3 rating to the prospective $4.25 billion
      of secured bank credit facilities;

   -- a provisional B1 rating to the prospective $4.35 billion of
      senior unsecured notes; and,

   -- a provisional B2 rating to the prospective $1.6 billion of
      senior subordinated notes.

The ratings reflect both the overall probability of default of the
company under Moody's LGD framework, to which Moody's assigns a
PDR of Ba3, and a loss-given-default of LGD-2 for the prospective
secured bank credit facilities, LGD-4 for the prospective senior
unsecured notes and LGD-6 for the prospective senior subordinated
notes.

The ratings outlook is stable.

The new debt is being issued to finance Freescale's
$19.05 billion leveraged buyout by a consortium of private equity
investors.  Net proceeds from the debt issuance together with $7.1
billion of new equity from Blackstone, Carlyle, Permira and TPG,
plus $2.5 billion of cash will be used to fund the acquisition,
which has received board approval.

The assigned ratings assume receipt of shareholder approval, that
there will be no material variations from the draft legal
documentation reviewed by Moody's and that the agreements are
legally valid, binding and enforceable.  Upon receipt and review
of final documentation, the provisional ratings will be affirmed.

The Ba3 corporate family rating reflects Moody's belief that
Freescale's diversified revenue base, non-exposure to commoditized
semiconductor product segments, and strategic use of internal and
external foundries which enable the company to respond quickly to
demand shifts and sustain high asset utilization levels,
collectively contribute to relatively lower earnings volatility.

Although its business areas are subject to strong competition and
credit metrics may point to a lower CFR, the rating is bolstered
by:

   (a) the company's leading market and incumbency positions
       through a wide range of end markets, products and
       customers;

   (b) Moody's expectations that Freescale will maintain good
       defensibility of its business positions by virtue of the
       depth and breadth of its technology;

   (c) its design and manufacturing capabilities;

   (d) operating efficiency improvements and strong management
        execution since its July 2004 separation from Motorola;

   (e) high stable-to-improving gross margins, solid operating
       earnings and track record of free cash flow generation,
       which facilitates debt reduction over the near-to-medium
       term; and,

   (f) positive efforts toward expanding and diversifying the
        wireless segment's product offering and customer base.

The rating also reflects Freescale's relatively high pro forma
leverage approximating 5.1x, reduced financial flexibility and
modest interest coverage ratio following the recapitalization. The
rating, which captures Freescale's limited track record as a
standalone company, is constrained by the lack of historical
performance during an industry downturn, which Moody's believes is
helpful in assessing the magnitude of profitability and free cash
flow shortfalls in downcycles.

This concern is further magnified by the company's elevated
leverage following the LBO.

The Ba3 rating also factors:

   (a) the concentration of sales to Motorola, primarily in the
       wireless product segment;

   (b) historically modest top-line revenue growth;

   (c) customer concentration; and,

   (d) rising capital expenditures.

Upward rating pressure is also constrained by the high operating
and technology risk associated with leading edge semiconductor
design and manufacturing as well as the cyclicality and volatility
inherent to the semiconductor sector.

The stable outlook reflects Moody's expectation of improving
revenue growth in conjunction with higher margins via cost
improvement measures.  The current ratings and outlook incorporate
modest acquisition spending and limited equity investments and
dividend payments.  Moody's expects the company to maintain solid
levels of free cash flow after internally funding capital
expenditures and working capital requirements, which is expected
to be applied towards debt reduction.

The Baa3 rating assigned to the senior secured bank credit
facilities, reflecting a LGD-2 loss-given-default assessment, is
three notches higher than the CFR to reflect the senior position
of the secured debt in the company's debt structure and the
protection provided by the collateral package.  The revolver and
term loan facilities, which benefit from the same collateral
package, will be secured by a first priority lien on substantially
all tangible and intangible assets, 100% stock of each wholly-
owned domestic subsidiary and 65% stock of each material foreign
subsidiary.  The bank credit facilities benefit from secured
guarantees from the borrower's wholly-owned domestic subsidiaries
and parent company.

The B1 rating on the senior unsecured notes is notched four levels
below the secured debt rating to reflect the contractual
subordination of this debt to the claim of the secured debt.  The
B2 rating on the senior subordinated notes reflects the extremely
low level of tangible asset protection available and the
possibility that this junior class of creditors would not likely
recover all principal in the event of distress.  The senior and
senior subordinated notes are guaranteed on an unsecured basis;
however the guarantee on the senior subordinated notes is junior
to the guarantee on the senior unsecured notes.

Moody's assigned these ratings:

   -- Corporate Family Rating (New) at Ba3

   -- Probability of Default Rating at Ba3

   -- $750 Million Senior Secured Revolving Credit Facility due
      2012 at Baa3 (LGD-2, 16%)

   -- $3.50 Billion Senior Secured Term Loan B Facility due 2013
      at Baa3 (LGD-2, 16%)

   -- $2.85 Billion Senior Unsecured Notes due 2014 at B1 (LGD-4,
      63%)

   -- $1.50 Billion Senior Unsecured Toggle Notes due 2014 at
      B1 (LGD-4, 63%)

   -- $1.60 Billion Senior Subordinated Unsecured Notes due 2016
      at B2 (LGD-6, 91%)

   -- Speculative Grade Liquidity Rating at SGL-1

These ratings will be withdrawn upon closing of the acquisition:

   -- Corporate Family Rating (Old) at Ba1

   -- $850 Million Senior Unsecured Guaranteed Notes due 2011 and
      2014 at Ba1

Headquartered in Austin, Texas, Freescale Semiconductor, Inc.
designs and manufactures embedded semiconductors for the
transportation, networking and wireless markets.  The company was
separated from Motorola via IPO in July 2004.  Freescale has
operations in more than 30 countries and sells to over 10,000 end
customers.  Revenues for the twelve months ended Sept. 30, 2006,
were $6.2 billion.


GATEHOUSE MEDIA: Completed IPO Cues Moody's B1 Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service upgraded GateHouse Media Operating,
Inc.'s Corporate Family rating to B1 from B2, thus closing the
review that the company's ratings were placed under on July 26,
2006.

These are the rating actions:

   * Gatehouse Media:

     -- Corporate Family rating upgraded to B1 from B2

Ratings confirmed:

     -- $40 million senior secured first lien revolving credit
        facility, due 2013 -- B1, LGD 3, (to 35% from 39%)

     -- $570 million senior secured first lien term loan
        facility, due 2013 (expected to be reduced to
        $558 million) -- B1, LGD 3, (to 35% from 39%)

     -- Probability of Default rating -- B2

Rating withdrawn:

     -- $152 million senior secured second lien term loan
        facility, due 2014 -- B3

The rating outlook is stable.

The conclusion of Moody's review was after the successful
completion of GateHouse's IPO and incorporates the company's
intention to use a portion of the proceeds to retire its
$152 million senior secured second lien term loan facility, as
well as repay $12 million of its senior secured first lien term
loan facility and $21 million of its revolving credit facility.

The upgrade of the CFR to B1 reflects an expectation of a
reduction in GateHouse's debt and an improvement in its leverage
and liquidity following the IPO and refinancing.

However, the rating reflects GateHouse's continuing high leverage,
the acquisitiveness of its management team, its vulnerability to
spending on print advertising, overall declining circulation
trends for its newspapers, the impact of rising newsprint costs,
and the limited growth prospects of the newspaper publishing
industry.

Ratings also reflect the company's intention to pay dividends
which Moody's expects will consume virtually all of the company's
future free cash flow.  The ratings are supported by the
defensibility and diversification of GateHouse's community
newspaper model, the longstanding reputation of its newspaper
titles, and barriers to competitive entry due to the inability of
most of its small rural markets to support more than one local
newspaper.

The stable ratings outlook reflects the predictability of
GateHouse's business model, its relatively low capital spending
requirements and the absence of any meaningful debt maturities
prior to 2013.

On October 24, 2006, GateHouse announced that its initial public
offering of 13.8 million shares of common stock priced at
$18.00 per share.

Moody's expects that the underwriters will exercise an option to
purchase up to an additional two million shares.

Although the Corporate Family rating is upgraded to B1 from B2,
the senior secured debt rating is confirmed at B1 - at parity with
the Corporate Family rating - as senior secured debt will
represent the only class of debt, after the retirement of the
second lien term loan facility from the proceeds of the IPO.

GateHouse's auditors have identified two material weaknesses
relating to the company's internal controls over financial
reporting for 2005.  Management has announced measures to
remediate these weaknesses, including the recruitment of
additional financial personnel and greater centralization of
accounting and reporting functions.

Headquartered in Fairport, New York, GateHouse Operating, Inc. is
a US publisher of local newspapers and related publications.  Pro
forma for the acquisitions of CP Media and Enterprise NewsMedia in
May 2006, the company recorded sales of $388 million during the
last twelve months ended June 2006.


GLOBAL POWER: Selects Alvarez & Marsal as Restructuring Advisor
---------------------------------------------------------------
Global Power Equipment Group Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Alvarez & Marsal LLC, as their financial
advisor and restructuring advisor, nunc pro tunc to the Sept. 28,
2006.

The firm will:

     a) assist with the analysis, evaluation and negotiation of
        the financial terms and structure of an amendment to the
        senior credit facility;

     b) assist with finding new sources of funding if necessary;

     c) assist with the evaluation and pursuit of a sales
        transaction;

     d) assist with the evaluation of the Debtors' businesses,
        including a potential sale of certain of the assets of
        the Debtors and its subsidiaries;

     e) assist with the evaluation of the Debtors' current
        business plan an preparation of a revised operating plan
        an cash flow forecast;

     f) assist with the identification of cost reduction and
        operations improvement opportunities;

     g) assist with development of a restructuring and
        reorganization plan for the Debtors;

     h) assist with the preparation of financial related
        disclosures required by the Court, including the monthly
        operating reports;

     i) assist with information and analyses required pursuant to
        any debtor-in-possession financing for the Debtors;

     j) assist with identification and implementation of short-
        term cash management procedures;

     k) assist with the response to and tracking of calls
        received from supplies;

     l) provide advisory assistance in connection with the
        development and implementation of key employee
        compensation and other critical employee benefit
        programs;

     m) assist with the identification of executory contracts and
        leases and performance of cost evaluations with respect
        to the affirmation or rejection of each;

     n) assist with the coordination of resources related to the
        ongoing reorganization effort;

     o) assist with the preparation of financial information for
        distribution to creditors and others, including, but not
        limited to, cash flow projections and budgets, cash
        receipts and disbursements analysis, analysis of various
        assets and liability accounts, and analysis of proposed
        transaction for which Court approval is sought;

     p) attend meetings and assist with discussions with
        potential investors, banks and other secured lenders, any
        official committee appointed in the Debtors' chapter 11
        cases, the U.S. Trustee, other parties in interest and
        professionals hired by the same;

     q) assist with the preparation of information and analysis
        necessary for the confirmation of a plan of
        reorganization in the Debtors' chapter 11 cases,
        including information contained in the disclosure
        statement;

     r) provide litigation advisory services with respect to
        accounting and tax matters, along, with expert witness
        testimony on case related issues as required by the
        Debtors; and

     s) render general business consulting or assistance as the
        Debtors' management or counsel may deem necessary that
        are consistent with the role of a financial advisor and
        not duplicative of services provided by other
        professionals in this proceeding;

The Debtors have agreed to pay the firm through:

     a) payment of an amendment success fee at the closing of an
        amendment to the senior credit facility, and at the
        closing of an amendment to the securities purchase
        agreement;

     b) payment of a senior refinancing success fee at the
        closing of a replacement senior credit facility,
        including DIP financing;

     c) payment of a junior refinancing success fee at the
        closing of a refinancing for junior capital raised;

     d) payment of a sales transaction success fee at the closing
        of any sales transaction, whether within the term of
        the firm engagement, within 12 months of the end of the
        term of the firm engagement if the firm meaningfully
        facilitated and contributed to the consummation, or later
        if within 12 months of the end of the term of the firm
        engagement an agreement is entered into that subsequent
        results in a sales transaction to which the firm
        meaningfully facilitated and contributed;

     e) payment of a restructuring transaction fee at the
        consummation of any restructuring into an agreement to
        effect a plan of reorganization that is also consummated.

To the best of the Debtors' knowledge, Alvarez & Marsal does not
hold any interest adverse to their estates or creditors.

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

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


HARLAN SPRAGUE: 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 healthcare service and distribution sector,
the rating agency confirmed its B2 Corporate Family Rating for
Harlan Sprague Dawley Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   U.S. Dollar-
   Denominated
   Senior Secured
   Revolver, Due 2010     B2       B1      LGD3       33%

   Euro-Denominated
   Senior Secured
   Revolver, Due 2010     B2       B1      LGD3       33%

   First Lien Secured
   Term Loan, Due 2011    B2       B1      LGD3       33%

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, Harlan Sprague Dawley
Inc. -- http://www.harlan.com/-- is engaged in the commercial
production and supply of animal models.  In Europe it serves
customers throughout the continent via their operations in
Denmark, France, Germany, Italy, the Netherlands, Spain,
Switzerland and the United Kingdom.  Harlan now produces over
250 stocks and strains of laboratory animals.


HEALTHTRONICS INC: Moody's Assigns Loss-Given-Default Ratings
-------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the healthcare service and distribution sector,
the rating agency changed its B1 Corporate Family Rating to B2 for
HealthTronics Inc., and revised its B1 rating to Ba3 on the
company's 5-year, Senior Secured Revolving Credit, due on 2010.
Additionally, Moody's assigned an LGD2 rating to those bonds,
suggesting noteholders will experience a 27% 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%).

HealthTronics Inc. -- http://www.healthtronics.com/ -- is an
imaging and therapeutic products and services company that
provides physicians a comprehensive range of diagnostic and
treatment solutions.  Its product portfolio includes a full line
of diagnostic imaging and urological devices including intra-
operative imaging systems, lithotripters, surgical lasers for
treatment of BPH, and urology imaging tables.  The latest
innovations include the LithoDiamond Ultra lithotripter and the
MultiVantage intra-operative imaging system.  HealthTronics has
manufacturing facilities in Kennesaw, Georgia and Lengwil,
Switzerland.


HOUSE OF EUROPE: Moody's Rates EUR6 Mil. Class E2 Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to the notes
issued by House of Europe Funding V PLC.

These are the rating actions:

   -- Aaa to EUR200,000,000 Class A1 Delayed Draw Notes due 2090;

   -- Aaa to EUR580,000,000 Class A1 Floating Rate Notes due
      2090;

   -- Aaa to EUR70,000,000 Class A2 Floating Rate Notes due 2090;

   -- Aaa to EUR70,000,000 Class A3-a Floating Rate Notes due
      2090;

   -- Aaa to EUR15,000,000 Class A3-b Fixed Rate Notes due 2090;

   -- Aa2 to EUR21,000,000 Class B Floating Rate Notes due 2090;

   -- A2 to EUR21,000,000 Class C Deferrable Floating Rate Notes
      due 2090;

   -- Baa2 to EUR9,000,000 Class D Deferrable Floating Rate Notes
      due 2090;

   -- Baa3 to EUR4,000,000 Class E1 Deferrable Floating Rate
      Notes due 2090 and

   -- Ba2 to EUR6,000,000 Class E2 Deferrable Floating Rate
      Notes due 2090.

The ratings on the Notes address the ultimate cash receipt of all
interest and principal payments required by the notes' governing
documents, and are based on the expected loss posed to holders of
the notes relative to the promise of receiving the present value
of such payments.  The ratings are also based upon the
transaction's legal structure and the characteristics of the
collateral pool.  This transaction is managed by Collineo Asset
Management GmbH based in Dortmund, Germany.


HUDSON HIGH: Moody's Puts Ba2 Rating on $7.5 Million Income Notes
-----------------------------------------------------------------
Moody's Investors Service reported it assigned ratings to notes
issued by Hudson High Grade Funding 2006-1, Ltd.

   -- Aaa to $11,650,000 Class S Floating Rate Notes Due 2011;

   -- Aaa to $1,275,000,000 Class A-1 Floating Rate Notes Due
      2042;

   -- Aaa to $123,750,000 Class A-2 Floating Rate Notes Due 2042;

   -- Aa2 to $60,750,000 Class B Floating Rate Notes Due 2042;

   -- A2 to $20,250,000 Class C Deferrable Floating Rate Notes
      Due 2042;

   -- Baa2 to $12,750,000 Class D Deferrable Floating Rate Notes
      Due 2042; and

   -- Ba2 to $7,500,000 Income Notes Due 2042.

These ratings address the ultimate cash receipt of all interest
and principal payments required by the notes' governing documents,
and are based on the expected loss posed to holders of the notes
relative to the promise of receiving the present value of such
payments.

The rating of the Income Notes addresses the ultimate payment of
the Income Note Rated Amount only.  The ratings are also based
upon the transaction's legal structure and the characteristics of
the collateral pool.


IAP WORLDWIDE: Low Revenue Prompts Moody's B3 Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating of
IAP Worldwide Services Inc. to B3 from B2.

Government funding constraints have led to shortfalls in revenue
and operating cash flow such that IAP was in violation of
financial covenants under its secured credit facilities for the
fiscal third quarter ended Sept. 30, 2006.  IAP's lenders have
granted waivers and temporarily reset financial covenants.

Moody's took these rating actions:

   -- $75 million 1st lien revolver maturing 2010, lowered to B2,
      LGD3, 34%, from B1, LGD3, 34%

   -- $413 million 1st lien term loan due 2012, lowered to B2,
      LGD3, 34% from B1, LGD3, 34%

   -- $120 million second lien term loan due 2013, lowered to
      Caa2, LGD5, 84% from Caa1, LGD5, 84%

   -- Corporate Family Rating, lowered to B3 from B2

   -- Probability of Default Rating, lowered to B3 from B2

The ratings outlook is stable.

Shortfalls in revenue and EBITDA have resulted in IAP exhibiting a
credit profile that is more consistent with a B3 than a B2
Corporate Family Rating.  For fiscal year 2006, Moody's is
expecting total debt to EBITDA to reach near 8x, with deficit free
cash flow after including payments related to the dividend
approved in December 2005.

Moody's assesses that cushion under the reset covenants is limited
and gives rise to the potential for further covenant violations
before there is clear evidence of a rebound in revenue and
operating cash flow.

Moody's believes that the company's liquidity remains adequate
with over $20 million in cash on hand and full availability under
the $75 million revolver.  IAP also continues to maintain a strong
funded contract backlog in excess of $1.5 billion.

If IAP exhibits improved financial performance over the next
several quarters such that total debt to EBITDA improves to below
7x and free cash flow turns positive, the outlook or ratings could
be raised.

If performance declines such that the company again violates
financial covenants under its bank facilities and total debt to
EBITDA rises above 8x times, the outlook or ratings would likely
be lowered.

IAP Worldwide Services, Inc., headquartered in Cape Canaveral,
Florida, is a provider of facilities management, contingency
support, and technical services to U.S. military and government
agencies.  IAP's revenue for the twelve months ended June 30,
2006, amounted to approximately $1.1 billion.


INFRASOURCE SERVICES: Earns $10.8 Million in 2006 Third Quarter
---------------------------------------------------------------
InfraSource Services Inc.'s revenues for the third quarter 2006
increased $49.3 million, or 22%, to $275.9 million, compared to
$226.6 million for the same quarter in 2005.

Net income for the third quarter 2006 was $10.8 million, versus
$6.6 million for the third quarter last year.

EBITDA from continuing operations for the third quarter 2006 was
$27 million compared to $19.4 million for the third quarter 2005,
an increase of 39%.

Revenues for the nine months ended Sept. 30, 2006 increased 18%,
or $111.8 million, to $744.4 million, compared to $632.6 million
for the same period in 2005.  Net income for the nine months ended
Sept. 30, 2006 was $18.6 million, versus $7.9 million for the same
period last year.

EBITDA from continuing operations for the nine months ended Sept.
30, 2006 was $57.2 million compared to $42.6 million for the nine
months ended Sept. 30, 2005, an increase of 34%.

                      Backlog & New Awards

At the end of the third quarter 2006, total backlog was
$802 million, which was comparable to the end of the third quarter
2005.  The Company's electric and telecommunications backlogs
increased 10% and 34%, respectively, from the third quarter 2005
to the third quarter 2006.  Its total backlog was 13% less than at
the end of the second quarter 2006.

Among the Company's awards during the third quarter 2006 were 17
scopes of electrical work totaling $72 million, 6 scopes of
natural gas work totaling $11 million and 6 scopes of
telecommunications work totaling $47 million.

David Helwig, chairman, president and chief executive officer,
said, "We are very pleased with our results for the quarter as
earnings exceeded the upper end of our expectations due primarily
to profitable execution of high voltage electric work, as well as
reductions in insurance expense due to favorable claims
experience.  Although our volume of backlog is down pending
seasonal master service agreement renewals and new project awards,
our backlog mix is strong with a higher proportion of electric and
telecommunications work where we continue to target growth.  We
believe that we are well positioned to benefit from growth
opportunities in our end markets; however, as we have said
previously, our quarterly revenue and earnings will continue to
depend on the timing and scope of contract awards, especially
those for large electric projects, and our performance on those
contracts."

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

                         *     *     *

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


INSIGHT HEALTH: 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 Healthcare Services and Distribution sector,
the rating agency held its B3 Corporate Family Rating for InSight
Health Services Corp.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   FRN's Due 2011         B3       B1      LGD2       27%

   Senior Subordinated
   Notes Due 2011        Caa2     Caa2     LGD5       83%

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

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

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

Based in Lake Forest, California, InSight Health Corp. --
http://www.insighthealth.com/-- is a provider of diagnostic
imaging and imaging-guided therapy services.  InSight operates and
manages freestanding imaging centers and hospital-based radiology
services as well as providing mobile magnetic resonance imaging
(MRI), Positron Emission Tomography (PET) and Lithotripsy
services.  Through its national network of diagnostic imaging
centers, radiation treatment facilities and mobile MRI, PET and
Lithotripsy sites, the company provides services to more than
60,000 patients across the country each month.


INTERCELL INT'L: Changes Stock Symbol Due to Bankruptcy Dismissal
-----------------------------------------------------------------
Intercell International Corp. has changed its stock symbol from
IICPQ to IICP.  The "Q" previously included on the end of the
symbol was an indication that the Company was operating in
bankruptcy.  As part of the recently announced transaction with
NewMarket Technology Inc., Intercell was dismissed from bankruptcy
prompting the removal of the "Q" from the Intercell symbol.

Intercell and NewMarket reported completing the transaction to
reorganize NewMarket's Chinese operation with $20 million in
anticipated 2006 revenue into Intercell.  NewMarket's Chinese
operation reported $10 million in revenue through the first two
quarters of 2006.  NewMarket acquired the majority interest in
Intercell resulting in the NewMarket Chinese operation becoming an
independently listed, consolidated subsidiary.

"The Intercell stock symbol change represents substantial
progress," said Philip Verges the CEO of Intercell's largest
shareholder, NewMarket Technology, Inc. "Intercell is not only out
from under bankruptcy proceedings, but now also has a significant
ongoing operation in the fastest growing economy in the world.
The transaction between NewMarket and Intercell has taken some
time and has involved some complexity which has delayed, in my
view, the market's appreciation of the significant fundamental
financial improvement in IICP.  Now that the symbol reflects the
Company's bankruptcy being dismissed, the market can focus on
future financial progress.  With IICP's 2006 fiscal year ending
September 30th and already behind us, we look forward to reporting
on continued revenue growth for 2007 to both shareholders of
Intercell and NewMarket Technology."

Intercell has approximately 25 million shares issued and
outstanding.  The average six month share price is $0.079 with an
average daily volume of 59,692 shares.  Intercell's share price
closed yesterday at $0.09.

Headquartered in Denver, Colorado, Intercell International
Corporation -- http://www.intercell.com/-- is a technology
holding company that provides capital, guidance, and strategic
support to small private technology companies.  The Company filed
for chapter 11 protection on March 16, 2005 (Bankr. D. Colo. Case
No. 05-15181).  Michael A. Littman, Esq., in Arvada, Colorado,
represents the Debtor in its restructuring efforts.  When the
Debtors filed for protection from its creditors, it listed
$180,898 in total assets and $400,800 in total debts.


INTERGRAPH CORP: Moody's Junks Rating on $275 Million Loan
----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating, a
Ba3 rating to the $75 million first lien Revolver and
$390 million first lien term loan and a Caa1 rating to the
$275 million second lien debt to first time issuer Intergraph
Corporation.

Intergraph is being acquired by a consortium of private equity
buyers for $1.3 billion.  The acquisition will be financed by the
proceeds of the first and second lien debt, equity from the
private equity groups, cash on hand and proceeds from $60 million
of unrated non-recourse PIK loans.

The outlook is stable.

The B2 rating reflects the company's market positions within
specific verticals of the spatial information management software
industry, large recurring revenue base, strong cash flow
generating capabilities and potential income from pending patent
infringement lawsuits.  These factors are offset however by the
substantial leverage post closing, large well capitalized
competitors in several key markets and recent restructuring of its
Security, Government & Infrastructure business unit, a key unit
representing 65% of revenue for six months ended June 30, 2006.
Moody's estimates that leverage at closing will be 6.3x pro forma
for cost cuts completed over the past year and excluding unusual
items, recent restructuring charges and soon to be eliminated
costs associated with being a public company.

The company anticipates entering into a securitization transaction
for their primary office facilities shortly after closing.  The
proceeds are expected to be $45 million, which will be used to
reduce the second lien facility.  Although the details are not
final, the increase in rent expense will be largely offset by a
reduction in interest expense and the transaction is not
anticipated to affect the ratings.

The company has built the leading position as a provider of
software systems for the design and operation of complex plants
and ships through its Process, Power, and Marine division.  It
also is a leading provider of government, law enforcement and
military geo-spatial enhanced systems to manage a broad array of
tasks from integrated 911 systems, to public safety solutions for
complex metropolitan transportation systems through its SG&I
division.  The company has recently completed a restructuring of
its operations and integrated four business units into two.  The
restructuring has dramatically reduced costs within the overall
business and improved EBITDA. SG&I, the business unit primarily
affected by the restructuring, has experienced a 5% reduction in
revenue over the last year however it has seen a significant
improvement in its orders and backlog implying that the trend may
be temporary.

The stable outlook reflects Moody's view that the company will
achieve moderate revenue, profit and cash flow growth and
reductions in leverage over the short to medium term.  The ratings
could face upward pressure if the company were to receive an
unusually large settlement from pending patent infringement suits
that are in turn used to significantly reduce leverage.

Alternatively, the company could face downward rating pressure if
the company were to see a drop in new system orders and a
subsequent deterioration in leverage.

Intergraph is a provider of spatial information management
software and systems with 2005 revenues of $577 million.  The
company is headquartered in Huntsville, Alabama.


INTERSTATE BAKERIES: Submits Offer to Settle SEC Investigation
--------------------------------------------------------------
Interstate Bakeries Corporation has submitted an offer of
settlement to the staff of the Division of Enforcement of the U.S.
Securities and Exchange Commission in connection with a previously
disclosed SEC investigation.

IBC announced Jan. 28, 2005, that the SEC had issued a formal
order of private investigation concerning matters related to a
previously announced investigation by IBC's audit committee into
the manner for setting its workers' compensation reserves and
other reserves.

The proposed settlement is subject to approval by the Commission.
IBC has been informed that the staff of the Division of
Enforcement has determined to recommend the settlement to the
Commission.  IBC, however, cannot give assurance that the
Commission will approve the proposed settlement.

As part of the proposed settlement, IBC will consent, without
admitting or denying the allegations by the SEC, to the entry of a
cease and desist order from the SEC against future violations of
the recordkeeping, internal controls, and reporting provisions of
the federal securities laws and related SEC rules.  No fines would
be imposed under the proposed settlement.

IBC has also received a letter from the staff of the Division of
Enforcement indicating that the staff will recommend to the
Commission that a proceeding be instituted to revoke the
registration of IBC's common stock under Section 12 of the
Securities Exchange Act of 1934 and that a federal court
proceeding be filed to enforce the cease and desist order
contemplated by the proposed settlement if IBC is not current in
its required filings of Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q by Dec. 31, 2006.

Currently, IBC is delinquent in filing its Annual Report on Form
10-K for the 2006 fiscal year, its Quarterly Reports on Form 10-Q
for the first, second, and third quarters of the 2006 fiscal year,
and its Quarterly Report on Form 10-Q for the first quarter of the
2007 fiscal year.

By Dec. 31, 2006, the Quarterly Report on Form 10-Q for the second
quarter of the 2007 fiscal year will be due.  Although IBC is
working toward the completion of the required reports prior to the
deadline, there can be no assurance that IBC will be able to
complete all such filings prior to the deadline.

All of the required reports must be made prior to the deadline to
avoid the staff recommendation to the Commission to proceed under
Section 12(j) of the Securities Exchange Act of 1934 to
deregister the IBC common stock.

If IBC's common stock is deregistered, publicly available
information regarding IBC may be limited and the price of IBC
common stock would likely suffer an immediate and significant
decline.

IBC common stock would no longer be quoted on the OTC Bulletin
Board and there can be no assurance that there will be any active
trading market for IBC common stock.

Accordingly, investors would likely find it more difficult to
acquire or dispose of its common stock or obtain accurate
quotations for IBC common stock following any such deregistration.

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. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Sued by Brencourt to Compel Annual Meeting
---------------------------------------------------------------
Brencourt Advisors LLC filed a complaint against Interstate
Bakeries Corporation in the Delaware Chancery Court on Oct. 30,
2006, and asserted that IBC violated company bylaws by not holding
an annual stockholder meeting in 13 months.

Brencourt asked the Delaware Chancery Court to force IBC to hold
the annual meeting to elect directors, according to Phil Milford
of Bloomberg News.

Under the complaint, Brencourt asserted the terms of all IBC
directors expired on Oct. 26, 2006, and as many as nine new
directors must be elected.

Brencourt holds 8.6% of IBC's outstanding shares as of July 2006,
Bloomberg discloses.

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. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTRAWEST CORP: Fortress Deal Cues Moody's to Withdraw Ratings
--------------------------------------------------------------
Moody's Investors Service withdrew all ratings of Intrawest
Corporation after the completion of the company's acquisition by
funds managed by affiliates of Fortress Investment Group LLC and
the subsequent completion of a tender offer for all of Intrawest's
rated debt obligations.

Ratings withdrawn:

   -- Corporate family rating of Ba3

   -- Probability of default rating of Ba3

   -- $225 million 7.5%, senior global notes due October 15,
      2013, rated B1 / 76% / LGD5

   -- $350 million 7.5%, senior global notes due October 15,
      2013, rated B1 / 76% / LGD5

   -- CAD$125 million 6.875%, Canadian bonds due October 15,
      2009, rated B1 / 76% / LGD5

Intrawest operates nine mountain ski resorts in North America,
five in the United States and four in Canada.  The company also
owns, develops, and manages residential and commercial real estate
in areas adjoining its resorts.  Additionally, the company owns
Abercrombie & Kent Group a luxury travel company, as well as a
resort community and golf course in Florida, and Alpine Helicopter
Ltd. a Canadian helicopter skiing and hiking company.


JAZZ GOLF: Board & Creditors OK Proposal Under Canadian Bankr. Act
------------------------------------------------------------------
The Board of Directors of Jazz Golf Equipment Inc. approved the
filing by Jazz on Oct. 27, 2006, of a Proposal pursuant to The
Bankruptcy and Insolvency Act.  Creditors of Jazz at a meeting
duly called for that purpose unanimously approved the Proposal on
Nov. 6, 2006.

The Proposal will now go before a judge of the Manitoba Court of
Queen's Bench for approval at a hearing to be held at the Court
House at 408 York Avenue, Winnipeg, Manitoba at 10:00 a.m. on
Nov. 22, 2006.

The Proposal authorizes the sale of the assets of Jazz to 5330319
Manitoba Ltd., subject to Jazz and the Purchaser entering into a
satisfactory purchase agreement and subject to approval of the
transaction by the creditors of Jazz and the Court.  The Purchaser
is a subsidiary of Ensis Growth Fund Inc., which is the largest
shareholder of Jazz.  It is anticipated that the Purchaser will
carry on the Jazz business.

It is expected that if the transaction is concluded the creditors
of Jazz will be paid all or substantially all of the amounts owing
to them other than the debt owed by Jazz to Ensis, which debt will
be assumed by the Purchaser.  It is not expected that there will
be any remaining value in the Company after conclusion of the
transaction.

"Jazz has undertaken changes to its operating model and
competitive positioning over the past few years which have had
benefits to it in a number of areas, however the Company's fourth
quarter results for the period ending Aug. 31, 2006 fell short of
expectations and have resulted in the Company being in an
insolvent position," Jazz President and Chief Executive Officer,
Mark Breslauer, stated.  "The Board concluded that given the
Company's present situation, the Proposal is the best way for the
Company to proceed in that, if the contemplated sale is completed,
it will result in all of Jazz creditors receiving full payment of
indebtedness owed to them and it will provide jobs for all of
existing Jazz staff."

Headquartered in Winnipeg, Manitoba, Jazz Golf Equipment Inc. (TSX
VENTURE: JAZZ.A) -- http://www.jazzgolf.com/-- manufactures and
distributes, primarily in Canada, high quality golf clubs and
accessories.


JOHN FITE: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------
Debtor: John Alec Fite, Jr.
        1575 Old Tara Lane
        Fort Mill, SC 29708

Bankruptcy Case No.: 06-05003

Chapter 11 Petition Date: November 3, 2006

Court: District of South Carolina (Columbia)

Judge: Helen E. Burris

Debtor's Counsel: Reid B. Smith, Esq.
                  1712 Street Julian Place
                  P.O. Box 5537
                  Columbia, SC 29250
                  Tel: (803) 779-2255
                  Fax: (803) 765-9725

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Provident Community Bank           Real Estate -          $70,000
2700 Celanese Road                 1575 Old Tara Lane    Secured:
Rock Hill, SC 29732                Fort Mill, SC 29708   $450,000
                                                     Senior Lien:
                                                         $437,878

CitiCards                          Credit Card            $28,992
P.O. Box 688905
Des Moines, IA 50368-8905

Home Depot Credit Services         Credit Card             $9,412
Processing Center
Des Moines, IA 50364-0500

Bank of America - New Jersey       Credit Card             $8,572
P.O. Box 1516
Newark, NJ 07101-1516

Bank of America - Delaware         Credit Card             $7,038
P.O. Box 15726
Wilmington, DE 19886-5726

MBNA                               Credit Card             $6,195

Founders Federal Credit Union      Credit Card             $3,584


KENDLE INTERNATIONAL: 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 healthcare service and distribution sector,
the rating agency changed its B1 Corporate Family Rating to B2 for
Kendle International Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Revolver, Due 2011     B1       B1      LGD3       31%

   Senior Secured
   Term Loan B
   Due 2012               B1       B1      LGD3       31%

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

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

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

Based in Cincinnati, Ohio, Kendel International Inc. --
http://www.kendle.com/-- is a clinical research organization
(CRO) that provides a range of Phase I-IV clinical development
services to the biopharmaceutical industry.  The company offers
clinical research services and information technology to
biopharmaceutical companies.  It delivers integrated clinical
research services, including clinical trial management, clinical
data management, statistical analysis, medical writing,
regulatory consulting and organizational meeting management and
publications services on a contract basis to the
biopharmaceutical industry.  The company operates in North
America, Europe, Asia Pacific, Latin America and Africa.  In
the Asia Pacific, Kendel maintains operations in Australia,
China, and India.


KIRKLAND KNIGHTSBRIDGE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
Kirkland Knightsbridge LLC dba Kirkland Ranch Winery and its
debtor-affiliate, Kirkland Cattle Company, filed with the
U.S. Bankruptcy Court for the Northern District of California
their schedules of assets and liabilities disclosing:

     Name of Schedule              Assets        Liabilities
     ----------------              ------        -----------
     A-Real Property            $50,000,000

     B-Personal Property         10,543,879

     D-Creditors Holding
       Secured Claims                            $23,662,432

     E-Creditors Holding
       Unsecured Priority
       Claims                                        101,782

    F-Creditors Holding
      Unsecured Nonpriority
      Claims                                         489,357
                                -----------     ------------
     Total                      $60,543,879      $24,253,572

Kirkland Knightsbridge LLC dba Kirkland Ranch Winery --
http://www.kirklandranchwinery.com/-- operates vineyards and
wineries in the Napa Valley region and breeds cattle for
commercial consumption.  The company filed a chapter 11 petition
on September 21, 2006 (U.S. Bankr. N.D. Calif. Case No. 06-10628)

The company's debtor-affiliate, Kirkland Cattle Company, filed a
separate chapter 11 petition in the same court under Case No.
06-10630.

John H. MacConaghy, Esq. at MacConaghy and Barnier, PLC represents
the Debtors in their restructuring efforts.  When the Debtors
sought protection from their creditors, they listed assets and
debts between $10 million to $100 million.


LE-NATURE'S INC: Goes Into Chapter 11 Case
------------------------------------------
Chief Judge M. Bruce McCullough of the U.S. Bankruptcy Court for
the Western District of Pennsylvania moved Le-Nature's Inc.'s
chapter 7 case into chapter 11 case after a 75-minute hearing last
friday, Pittsburg Post-Gazette reports.

According to Pittsburgh Tribune-Review, Judge McCullough allowed
the case conversion to give the custodian, Kroll Zolfo Cooper LLC
a chance to restructure the Company.

The Court documents show that Kroll Zolfo will close the Phoenix
plant but the Latrobe-based facility will remain open.

Richard Gazarik, writes for Tribune-Review, says that the Court
will convene a hearing today on a series of emergency motions
that, if approved, would allow the custodian to continue paying
wages, salaries and benefits for employees.

Post-Gazette states that on Oct. 27, 2006, the Company's minority
shareholders expelled founder and former president Gregory
Podlucky after they presented evidence accusing Mr. Podlucky of
accounting fraud and document destruction.  U.S. attorney Mary
Beth Buchanan and federal postal inspectors commenced a criminal
investigation into the company.

Paul M. Basta, Esq., at Kroll Zolfo, revealed the Company's
"widespread document destruction" citing that it kept two sets of
books and has less than $1 million in cash on hand.  The Company
has nearly $750 million in bank and bond debt, lease obligations
and other liabilities.

The Company disclosed revenue of $275 million instead of reporting
$32 million of revenue, Mr. Basta added.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. makes
bottled waters, teas, juices and nutritional drinks.  Its brands
include Kettle Brewed Ice Teas, Dazzler fruit juice drinks and
lemonade, and AquaAde vitamin-enriched water.


LE-NATURE'S HOLDINGS: Case Summary & 30 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Le-Nature's Holdings, Inc.
        11 Lloyd Avenue
        Latrobe, PA 15650

Bankruptcy Case No.: 06-25590

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                Case No.
      ------                                --------
      Tea Systems International, LLC        06-25591

Type of Business: The Debtors manufacture and market bottled
                  water, flavored beverages, iced teas and
                  juice drinks.  See http://www.le-natures.com/

                  The Debtors' affiliate, Le-Nature's, Inc. fka
                  Global Beverage Systems, Inc., filed for chapter
                  7 liquidation on Nov. 1, 2006 (Bankr. W.D. Pa.
                  Case No. 06-25454).

Chapter 11 Petition Date: September 5, 2006

Court: Western District of Pennsylvania (Pittsburgh)

Judge: M. Bruce McCullough

Debtors' Counsel: Douglas Anthony Campbell, Esq.
                  Campbell & Levine, LLC
                  1700 Grant Building
                  Pittsburgh, PA 15219
                  Tel: (412) 261-0310
                  Fax: (412) 261-5066

                            Estimated Assets    Estimated Debts
                            ----------------    ---------------
      Le-Nature's           Less than $10,000   More than
      Holdings, Inc.                            $100 Million

      Tea Systems           $10,000 to          More than
      International, LLC    $100,000            $100 Million

Debtors' Consolidated List of their 30 Largest Unsecured
Creditors:

   Entity                                Claim Amount
   ------                                ------------
Manufacturers & Traders                  $155,250,000
Trust Co., as Indenture Trustee
For 9% Senior Subordinated
Notes Due 2013
c/o Corporate Trust Department
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Canusa Hershman                            $1,345,381
P.O. Box 785216
Philadelphia, PA 19178-5216

Bischof & Klein                            $1,301,906
Postfach 1160
Lengerich, Germany D-49525

C.H. Robinson Worldwide, Inc.              $1,117,784
P.O. Box 9121
Minneapolis, MN 55480

Starpet, Inc.                              $1,071,739
P.O. Box 32101
Charlotte, NC 28232-2101

Owens Illinois                               $664,325
P.O. Box 91526
Chicago, IL 60693

CRV                                          $663,363
1000 Winter Street
Waltham, MA 02451

The CIT Group/EF                             $615,479
File #55603
Los Angeles, CA 90074

Renaissance Mark, Inc.                       $611,447
Dept. LA 22440
Pasadena, CA 91185-2440

Davis Gardner Gannon Pope                    $584,637
2325 East Carson Street, Suite 100
Pittsburgh, PA 15203

Ross & Christopher Refrigeration and         $583,471
Construction, Inc.
7828 South Maple Avenue
Fresno, CA 93725

Maricopa County Treasurer                    $408,585
301 West Jefferson, Suite 100
Phoenix, AZ 85003

Merrill Lynch Capital                        $400,236
4660 Paysphere Circle
Chicago, IL 60674

General Press Corp.                          $354,114
c/o James V. Wolfe, President
110 Allegheny Drive
Natrona Heights, PA 15065

C&H Distributors, Inc.                       $306,899
22133 Network Place
Chicago, IL 60673-1133

Swift Transportation                         $306,296
P.O. Box 643116
Cincinnati, OH 45264

PricewaterhouseCoopers                       $296,620
125 High Street
Boston, MA 02111

SMI USA Inc.                                 $296,003
Department 655
P.O. Box 150473
Hartford, CT 06115

ORIX Financial Services, Inc.                $294,434
P.O. Box 7247-0369
Philadelphia, PA 19170-0369

Arbor Insurance                              $284,073
1605 North Cedar Crest Boulevard
Suite 410
Allentown, PA 18104

ADT Security Services                        $232,638

Menasha                                      $209,046

AIG Commercial Equipment Finance             $209,032

PCA                                          $201,226

Ingersoll-Rand Co.                           $200,227

Exel, Inc.                                   $198,954

Knight Transportation, Inc.                  $196,884

ECM Transport, Inc.                          $195,770

Creekridge Capital LLC-WELB                  $192,752

Wells Fargo Bank Northwest                   $189,787


LENOX GROUP: S&P Puts 'B+' Corporate Credit Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and other ratings on Eden Prairie, Minn.-based Lenox Group
Inc. on CreditWatch with negative implications, meaning that the
ratings could be lowered or affirmed following the completion of
our review.  Lease-adjusted total debt outstanding at the company
was about $249.6 million as of Sept. 30, 2006.

The CreditWatch placement was after the company's announced weak
third-quarter operating performance and our expectation that Lenox
will be challenged to meet prior expectations.  Lenox Group Inc.
continues to experience Department 56 brand wholesale sales
declines in the gift and specialty channel and integration costs
associated with the September 2005 acquisition of Lenox Inc. from
Brown-Forman Corp.  Weak performance can be attributed to rising
production, delivery and distribution costs and inventory
management issues, including excess inventory in the Lenox
business.  In response to these operating challenges, the company
announced plans to reduce SKUs across both businesses by
approximately 40% over the next two years.  The company also seeks
to streamline its production and distribution through
improved systems and hiring of key managers.

Credit measures have weakened further than expected: Standard &
Poor's estimated pro forma lease-adjusted debt to EBITDA increased
to over 5x for the 12 months ended Sept. 30, 2006, reflecting peak
seasonal revolver borrowing of $128.6 million.

The rating agency  had expected Lenox to reduce leverage under
4x by the end of 2006, because the company relies heavily upon
fourth-quarter holiday sales and revolver borrowings would be
reduced.

Standard & Poor's analysis will focus on Lenox's ability to
navigate through these and inventory challenges and its ability to
maintain credit measures appropriate for the rating.


MATRIA HEALTHCARE: 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 healthcare service and distribution sector,
the rating agency confirmed its B1 Corporate Family Rating for
Matria Healthcare, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Revolving Credit
   Facility               B1       Ba3     LGD3       38%

   Term Loan B            B1       Ba3     LGD3       38%

   Second Lien
   Term Loan              B3       B3      LGD5       89%

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

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

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

Based in Marietta, Georgia, Matria Healthcare Inc. --
http://www.matria.com/-- provides health enhancement, disease
management and high-risk pregnancy management programs and
services through its Health Enhancement and Women's and Children's
Health divisions.  The company aids employers, health plans and
the government's healthcare programs in the task of transforming
the healthcare system from within by developing better educated,
motivated and self-enabled consumers.


MATRIA HEALTHCARE: S&P Cuts Rating on Proposed $65MM Loan to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Matria Healthcare Inc.'s secured first-lien debt due to
the company's proposed $65 million term loan add-on.  The first-
lien financing will now consist of a $279 million term loan B and
a $30 million revolving credit facility.  The loan rating on the
first-lien debt has been lowered to 'B+' from 'BB-', and the
recovery rating was revised to '2', indicating the expectation for
substantial (80%-100%) recovery of principal in the event of a
payment default, from '1'.

The company plans to use the proceeds from the $65 million first-
lien add-on to retire its $65 million second-lien debt, thereby
reducing its interest cost.

"The downward revision of our first-lien secured debt and recovery
ratings reflects Matria's additional proposed first-lien debt
relative to its projected enterprise value at the time of our
simulated default," explained Standard & Poor's credit analyst
Jesse Juliano.

Other existing ratings on the company, including the 'B+'
corporate credit rating, were affirmed.

The rating outlook is stable.

The rating on Marietta, Ga.-based Matria reflects the company's
single business focus, relatively low barriers to entry, the
threats of increased competition from stand-alone disease
management companies and health insurance providers, and the
company's still-significant debt burden.  These concerns are
partially offset by the growing demand for Matria's services, new
contracts, the high growth rate of the disease management
business, the company's well-developed IT platform, and increased
scale from its January 2006 acquisition of CorSolutions.

While improving, Matria's debt leverage remains significant. Total
lease-adjusted debt to EBITDA is expected to be less than 3.5x by
the end of 2006, excluding the earn-out obligations of the
company's Miavita and WinningHabits subsidiaries to be paid in
2007.  These earn-out obligations are mostly cash pay; however,
50% of the Miavita payment obligations can be paid in the form of
equity.  Debt leverage could be reduced further in the near term
if management continues to use excess cash to repay debt.  EBITDA
interest coverage is expected to be in the 3x-4x range in the near
term, and operating margins are in the mid-20% area.


MEG ENERGY: Oil Deal Cues Moody's Ba3 Corp. Family Rating Review
----------------------------------------------------------------
Moody's Investors Service puts on review MEG Energy's Ba3
Corporate Family Rating for possible downgrade pending the outcome
of its funding strategy for its proportionately large acquisition
of additional oil sands leases in the Athabasca Oil Sands of
Alberta, Canada.  MEG is early in the Phase I development of a
potentially large greenfield steam assisted gravity drainage oil
sands project located on its large lease holdings near Christina
Lake within the Athabasca Oil Sands of Alberta, Canada.

MEG expects to fund a very high proportion of the acquisition cost
with private equity.

In the meantime, the acquisition is funded with a bridge loan
facility that is second secured by the acquired properties.  Under
escalating bridge loan pricing, MEG has strong economic incentive
to repay that loan within 6 months.

A first secured position in the acquired properties has been
granted to the existing Ba3 rated senior secured term loan
facility for MEG's greenfield development of Phase I of its SAGD
oil sands project.  However, given a competitive surge in
strategic buying activity of oil sands acreage, which will not be
productive for many years, Moody's considers that MEG is paying a
strategic price for the acreage.

Accordingly, for debt ratings purposes, the collateral value of
the properties is reduced by its uncertain value to another buyer
in a softer market and by its inherently uncertain eventual
productivity.  While the properties are in the region of MEG and
competitors' SAGD projects, wide variances in oil sands properties
are inherent.

To the degree the recent acquisition is not refinanced with
equity, at least MEG's Corporate Family rating could be
downgraded.

Additionally, Moody's would assess whether the existence of any
remaining junior debt funding of the acquisition, together with
MEG's granting of a first secured position in the acquired
properties to its rated secured facility, would warrant notching
uplift of the secured facility above the Corporate Family rating.

In completing the review, in addition to factoring in MEG's final
degree of equity funding for the acquisition, Moody's will review
MEG's updated cost expectations, construction status, expected
start-up timing, and market outlook for its SAGD project.

MEG Energy is headquartered in Calgary, Alberta, Canada.


MESABA AVIATION: Appeals to District Court on Remanded Issues
-------------------------------------------------------------
The Air Line Pilots Association, International, the Association
of Flight Attendants-CWA, AFL-CIO, and the Aircraft Mechanics
Fraternal Association took an appeal to the U.S. District Court
for the District of Minnesota, from the rulings issued by the
U.S. Bankruptcy Court for the District of Minnesota during
proceedings on remand from a Sept. 13, 2006, Memorandum of Law and
Order entered by the Honorable Michael J. Davis in an earlier
consolidated appeal captioned "Association of Flight Attendants,
et al. v. Mesaba Aviation, Inc., Civil File No. 06-3041 (MJD)."

The Bankruptcy Court rulings relate to:

    (1) The Unions' motion to compel discovery, and MAIR
        Holdings, Inc.'s motion to quash subpoena dated
        Oct. 6, 2006;

    (2) The Unions' motion to reopen record on Mesaba Aviation,
        Inc.'s Section 1113 Motion dated Oct. 11, 2006;

    (3) The Debtor's renewed motion to reject collective
        bargaining agreements, as again presented on remand,
        dated Oct. 16, 2006;

    (4) The Debtor's motion to reject CBAs dated May 18, 2006;

    (5) The Debtor's renewed motion to reject CBAs dated
        July 14, 2006; and

    (6) The Court's modified ruling amending the latest Section
        1113 Ruling dated Oct. 20, 2006.

The Unions reserve their right to appeal from those portions of
the District Court's September 13 Order to the extent it affirmed
the Bankruptcy Court's prior rulings upon final disposition of
the issues raised in their current appeal.

                     About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MGM MIRAGE: To Sell Primm Valley Resorts to Herbst for $400 Mil.
----------------------------------------------------------------
MGM Mirage has agreed to sell its Buffalo Bill's, Primm Valley and
Whiskey Pete's hotel-casinos, collectively known as "Primm Valley
Resorts" located in Primm, Nevada, to Herbst Gaming Inc. for
$400 million.

The transaction is subject to customary closing conditions
contained in the purchase agreement, including receipt of
necessary regulatory and governmental approvals.  The transaction
is expected to close by the end of the first quarter of 2007.

The Company acquired the properties in March 1999 as part of its
acquisition of Primadonna Resorts, Inc.  The Primm Valley Resorts,
located about 40 miles south of Las Vegas, feature 2,644 guest
rooms, 136,000 square feet of casino space, 2,900 slot machines
and 98 gaming tables and also include three gas stations and a
convenience store.  The Primm Valley Golf Club, consisting of
approximately 573 acres in California, is not part of the
transaction and will continue to be owned and operated by the
Company.

Lehman Brothers and Wachovia Securities served as financial
advisors to Herbst Gaming and Gibson Dunn and Crutcher LLP acted
as legal counsel relative to the agreement.

A full text-copy of the Purchase agreement may be viewed at no
charge at http://ResearchArchives.com/t/s?147e

                    About Herbst Gaming, Inc.

Herbst Gaming Inc. -- http://www.herbstgaming.com/-- is an
established slot route operator in Nevada with over 8,400 slot
machines and owns and operates eight casinos in Nevada, Missouri
and Iowa.

                        About MGM Mirage

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

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006
Moody's Investors Service's, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology, confirmed MGM MIRAGE's Ba2 Corporate Family Rating.


MILLENIUM BIOLOGIX: Proposal Gets Secured Creditors' Unanimous OK
-----------------------------------------------------------------
Millenium Biologix Corporation disclosed that a proposal made to
its creditors has been unanimously approved by its secured
creditors, and approved by in excess of 98% of unsecured creditors
who participated in the vote.

The next step is to have the proposal ratified by the court.  This
will allow Millenium to complete a corporate reorganization.  The
Company would then be in a position to close the equity
investment.  This should generate approximately $1.4 million in
new cash flow to the organization.  The transaction is expected to
close in November 2006 and is subject to the completion of
definitive agreements and certain conditions precedent.

"It is gratifying to receive such strong support from our
creditors," noted Brian Fielding, Millenium's CEO.  "The proposal
provides an opportunity for the Company to move forward with its
partnering and M&A activities in an effort to maximize the value
of Millenium's technologies."

                    About Millenium Biologix

Headquartered in Ontario, Canada, Millenium Biologix Corporation
(TSX: MBC) -- http://www.millenium-biologix.com/-- is focused on
the development and commercialization of next generation cell
culture and tissue engineering systems that will drive change from
synthetic implants to more effective biologics-based solutions.

                           *     *     *

As of April 30, 2006, the Company had cash of $3.2 million.  The
Company continues to review various strategic options, including
seeking investors for a private placement financing to obtain the
resources necessary to continue execution of the business plan.
The implementation of the Company's strategy is dependent on
successfully securing these necessary resources in the very near
term.  In the event the Company is unable to raise financing
within the next two months, there is substantial doubt as to the
Company's ability to continue as a going concern, which could
require the partial or complete divestiture of one or more of its
core technologies.

The Company disclosed that for the three months ended
June 30, 2006, the Company incurred a loss of $3,647,910 and
negative cash flow from operations of $3,113,711.  The Company has
accumulated a deficit of $41,136,426 as at June 30, 2006.  All of
these factors continue to raise substantial doubt about the
Company's ability to continue as a going concern.  On Aug. 17,
2006, the Company was informed by the Toronto Stock Exchange that
the common shares of the Company have been suspended from trading
for failure to meet the continued listing requirements, and that
the Company will be delisted at the close of business on Sept. 15,
2006.  The Company is in discussions with the TSX to lift the
suspension and reverse the delisting order.


MODERN TECHNOLOGY: Lawrence Scharfman Raises Going Concern Doubt
----------------------------------------------------------------
Lawrence Scharfman CPA expressed substantial doubt about Modern
Technology Corp.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended June 30, 2006.  The auditing firm pointed to the Company's
insufficient cash flow to meet its obligations, and is dependent
on management's ability to develop profitable operations.

The Company reported a $7.7 million net loss on $11.4 million of
net revenues for the fiscal year ended June 30, 2006, compared to
a $941,475 net loss on $3 million of net revenues from the
previous year.

At June 30, 2006, the Company's balance sheet showed $4.8 million
in total assets and $7.8 million in total liabilities, resulting
in a $3 million stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $1.5 million in total current assets available to pay
$5.4 million in total current liabilities coming due within the
next 12 months.

A full-text copy of the Company's Annual Report is available for
free at http://researcharchives.com/t/s?1480

Headquartered in Oxford, Massachusetts, Modern Technology Corp.
(OTCBB:MODC) -- http://www.moderntechnologycorp.com/-- is a
diversified technology development and acquisition company that
builds revenues through continuous growth, strategic acquisitions,
and commercialization of nascent technology.  MODC improves
operating efficiencies through the elimination of cost
redundancies and realized synergy between subsidiaries.


MQ ASSOCIATES: 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 Healthcare Service and Distribution sector,
the rating agency held its Caa1 Corporate Family Rating for MQ
Associates, Inc.

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

Issuer: MQ Associates, Inc.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   12-1/4% Senior
   Discount Notes
   Due 2012               Ca      Caa3     LGD6       90%

Issuer: MedQuest, Inc.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Revolver Due 2007     Caa1      B1      LGD2       11%

   Senior Secured
   Term Loan Due 2009    Caa1      B1      LGD2       11%

   11-7/8% Senior
   Subordinated
   Notes Due 2012        Caa3     Caa1     LGD4       56%

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 Alpharetta, Georgia, MQ Associates, Inc. operates 92
outpatient diagnostic imaging centers located in 13 states,
primarily in the southeastern and southwestern United States.


NATIONAL MENTOR: 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 Healthcare Service and Distribution sector,
the rating agency confirmed its B2 Corporate Family Rating for
National MENTOR Holdings, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Revolving Credit
   Facility, Due 2012     B1       B1      LGD3       33%

   Senior Secured
   Term Loan B
   Due 2013               B1       B1      LGD3       33%

   Synthetic Letter
   of Credit Facility     B1       B1      LGD3       33%

   Senior Subordinated
   Notes, Due 2014        B3      Caa1     LGD5       88%

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

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

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

Based in Boston, Massachusetts, National MENTOR Holdings, Inc. --
http://www.thementornetwork.com/-- provides home and community-
based services to individuals of all ages with mental retardation
and developmental disabilities, at-risk children and youth who are
behaviorally and medically challenged, and persons with acquired
brain injuries.


NORTHWEST AIRLINES: Strike Ends As AMFA & Workers Okay Settlement
-----------------------------------------------------------------
The striking mechanics, cleaners, and custodians of Northwest
Airlines Corp. have accepted the strike settlement offer reached
between the company and the Aircraft Mechanics Fraternal
Association, ending the 444-day strike against the airline.

The votes for the AMFA-NWA Strike Settlement Agreement Referendum
were tallied on Nov. 6, 2006.  Out of the 2,461 eligible voters,
85% participated in the election.  Results show that 1,511 union
members, or 72% of those who voted, chose to accept the
settlement.  About 580 union members rejected the settlement and
three abstained.

According to the AMFA, all employees properly listed in "on
strike" status as Oct. 9, 2006, will automatically be placed on
"layoff" status.  These employees will be eligible for up to a
maximum of five weeks of severance pay, which will be based on the
employee's years of active and completed contract service time at
Northwest.

Employees on layoff status will automatically be added to the
recall list for the remainder of calendar year 2006 and calendar
year 2007 in the last permanent position they held prior to going
on strike.  They must file for recall rights for calendar year
2008 during the month of December 2007 if they wish to retain
recall rights in 2008.

The AMFA members will have until Nov. 27, 2006 to elect to resign
from Northwest and receive up to 10 weeks of separation pay or up
to 10 weeks of separation with pass travel privileges if they
qualify for the program.  The amount of separation pay will also
be based on the employee's years of active and completed contract
service time at Northwest.  Those who will elect to resign and
accept separation pay will not be eligible for rehire at the
company.

A full-text copy of the AMFA's open letter to its members
regarding the end of the strike is available for free at
http://ResearchArchives.com/t/s?149a


A full-text copy of the NWA-AMFA Strike Agreement dated Oct. 9,
2006 is available for free at http://ResearchArchives.com/t/s?1499

A full-text copy of the employee status and the one-time voluntary
pass travel and separation program of AMFA is available for free
at http://ResearchArchives.com/t/s?1498

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.


NORTHWEST AIRLINES: Has Until May 15, 2007 to Remove Civil Action
-----------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York extended the period within which
Northwest Airlines Corp. and its debtor-affiliates may seek to
remove civil actions pending when they filed for bankruptcy to
May 15, 2007, or 30 days after entry of an order terminating the
automatic stay with respect to the particular action sought to be
removed, whichever occurs first.

Judge Gropper said that the extension granted to the Debtors is
without prejudice to their rights to request further extensions of
time within which they may seek to remove civil actions.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, told the Court that the Debtors have not had
sufficient time to fully investigate the Civil Actions or to
evaluate completely the merits of removing the actions due to the
considerable time and attention required to administer the
Chapter 11 cases and to operate their businesses.

In addition, many of the counterparties to the Civil Actions have
filed proofs of claim in the Debtors' cases.  According to
Mr. Petrick, the Debtors must analyze the claims and determine
the best course of action to resolve the claims consistent with
the timeline for their reorganization.

Mr. Petrick assured the Court that the rights of the Debtors'
adversaries will not be prejudiced by an extension.  He said that
if the Debtors are ultimately successful in removing any of the
Civil Actions, any party to the action may seek to have it
remanded back to the Court or relevant administrative agency from
which it came.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo, and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 42 & 44; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NORTHWEST AIRLINES: Wants GMAC Commercial Stipulation Approved
--------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the
Honorable Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York to approve their stipulation dated
Oct. 24, 2006, with GMAC Commercial Finance LLC.

The stipulation resolves GMAC's claims for adequate protection
with respect to the Debtors' use of certain ground equipment while
under bankruptcy protection.

In December 1999, Northwest Airlines, Inc., obtained a loan from
Transamerica Equipment Financial Services Corporation secured by
certain ground equipment that supports Northwest's operations at
airports throughout the U.S.

Northwest executed a Promissory Note in favor of Transamerica in
the principal sum of $50,931,783, with a non-default interest
rate of LIBOR plus 2.85%.  Pursuant to a Security Agreement,
Northwest granted to Transamerica a continuing general first
priority lien on and security interest in, among other things,
certain ground equipment to secure its payment and performance of
obligations.

Transamerica transferred all of its right, title and interests in
the Ground Equipment, the Note and Security Agreement to GMAC CF,
the successor by merger to GMAC Business Credit LLC.

When the Debtors filed for bankruptcy, around $15,300,000 was
outstanding under the Note.  Northwest believes that the value of
the Ground Equipment securing the Note substantially exceeds the
amount outstanding under the Note.  Since their bankruptcy filing,
Northwest has made no payments of interest or principal in respect
of the Note.

GMAC CF asserts that the Debtors continue to use the Ground
Equipment, and that the Ground Equipment continues to depreciate
and diminish in value.

According to Mark C. Ellenberg, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, the Debtors and GMAC CF have reached an
agreement concerning adequate protection with respect to the
Ground Equipment.

The parties stipulate that Northwest will insure and maintain the
Ground Equipment in compliance with the Note and Security
Agreement.

Upon Court approval of the Stipulation, Northwest will pay GMAC
CF an amount equal to the accrued and unpaid interest under the
Note from their bankruptcy filing through the date of the approval
by the Court, plus interest on the missed interest payments.  All
amounts will be calculated at the non-default rate.  Thereafter,
Northwest will pay to GMAC CF future interest accruals as they
come due under the Note, at the non-default rate.

Northwest's payments and performance of all other obligations
under the Stipulation will satisfy all claims for adequate
protection or administrative expense for its use of the Ground
Equipment during the period from the Petition Date through
termination of the Stipulation.

GMAC CF reserves the right to assert other administrative claims
including, among other things, for non-ordinary damage to the
Ground Equipment incurred after they filed for bankruptcy, and for
their actions inconsistent with the Stipulation.

GMAC CF will not seek to terminate the automatic stay with
respect to the Ground Equipment during the Adequate Protection
Period.  The Debtors agree not to abandon the Ground Equipment
during the Adequate Protection Period except as allowed under
the Stipulation, including abandonment of a limited amount of
equipment pursuant to the de minimis abandonment procedures
established in the Debtors' Chapter 11 cases.

The Debtors and their financial advisor, Seabury Group LLC,
believe that the resolution of adequate protection and
administrative expense claims regarding the Ground Equipment is
fair, equitable and reasonable, and that entry into the
Stipulation is in the best interests of the Debtors' estates.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 43; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWEST AIRLINES: Wants Management Employment Contracts Assumed
-----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates seek from the
Honorable Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York:

   (i) authorization to assume, subject to certain limitations,
       36 prepetition executory management employment contracts;
       and

  (ii) approval of five new management employment contracts for
       officers promoted during the pendency of their Chapter 11
       cases.

By the Court's first day wages order dated Sept. 15, 2005, the
Court authorized the Debtors to meet their prepetition
compensation arrangements.

By assuming the Contracts, Northwest will not have any discretion
to breach the Contracts, and the Contracts will be legally
enforceable by the Officers, Bruce R. Zirinsky, Esq., at
Cadwalader, Wickersham & Taft LLP, in New York, relates.

Mr. Zirinsky notes that Northwest is not seeking to make any
changes to any of the Contracts nor is it seeking to implement
any new compensation, incentive, benefit or severance programs.

According to Mr. Zirinsky, the assumption of the Contracts is
intended solely to make the existing Contracts legally
enforceable against Northwest on a postpetition basis.

The assumption of the Contracts at this time is necessary,
appropriate and important to the Debtors' continued progress in
achieving a successful reorganization, Mr. Zirinsky asserts.  He
notes, among others, during the pendency of the Debtors' Chapter
11 cases, the Officers have continued to perform services to the
estates in an exemplary manner, under difficult circumstances,
and without the benefit and security of assumption of their
Contracts.

The Officers have made substantial sacrifices in compensation and
benefits, have worked increased hours, and have assumed
substantial additional responsibilities, Mr. Zirinsky adds.  He
cites the two separate rounds of compensation and benefit
reductions for the Debtors' management employees, including all
Officers, since 2004:

    -- In December 2004, in connection with the Pilot Bridge
       Agreement with its pilots union, Northwest reduced all
       Officer salaries by 15% and capped at 85% for the 2005
       and 2006 plan year payouts under the Key Employee Annual
       Cash Incentive Program; and

    -- Effective Dec. 1, 2005, Officer salaries were reduced
       by an additional 10%, and in 2006, Northwest implemented
       changes to its health and welfare plans and reduced
       vacation and sick time and holidays for management
       employees.

In addition, Mr. Zirinsky points out, during the past 18 months,
over one-fourth of the Debtors' officers have departed, often for
significantly higher compensation with other companies.  The
Debtors believe it is reasonable and necessary to the retention
of the Officers to provide them with the legal assurances that
their Contracts will be honored by Northwest.

Moreover, according to Mr. Zirinsky, the Debtors are now actively
engaged in the formulation of a reorganization plan, which will
require substantial new equity investment.  Potential equity
investors will want to know that there is stability in the
Debtors' management, and that appropriate arrangements have been
made to retain the Officers, Mr. Zirinsky avers.  Assumption of
the Contracts, at this time, is a necessary step in assuring the
stability of the senior management team, he says.

Mr. Zirinsky notes that the assumption of the Contracts is not
dissimilar to the relief that has already been afforded
Northwest's other employee groups through the Court approval of
the new or restructured ratified collective bargaining
agreements, and puts the Officers in substantially the same
position of certainty as other employees regarding enforceability
of contracts or ratified CBAs during the pendency of the Chapter
11 cases.

                           The Contracts

As a condition of the assumption of the Contracts, each of the
Officers' rights, if any, to terminate his or her employment, or
exercise any other remedy under their respective agreement based
upon the reduction in management compensation and benefits
implemented by Northwest to date, will be waived.

The Contracts govern the employment of Northwest's 41 officer
employees, including Douglas M. Steenland, president and chief
executive officer; four executive vice presidents; nine senior
vice presidents and 27 vice presidents.

Mr. Steenland will be paid an annual base salary of not less than
his base salary on the effective date of his employment
agreement, and will participate in Northwest's Key Employee
Annual Cash Incentive Program at a target incentive percentage
equal to 100% of his base salary.  The other Officers will
receive a base salary at certain levels, subject to certain
reductions in connection with base wage reductions for salaried
employees, and will be entitled to participate in the Incentive
Plan and other compensation and benefit plans in effect from time
to time.

Mr. Steenland is entitled to lifetime travel privileges on
Northwest's flights, travel privileges that may be extended to
other individuals, life insurance benefits, coverage under
Northwest's medical and dental plans for the remainder of his and
his spouse's lifetimes, and certain additional medical benefits.
Other Officers are entitled to lifetime travel privileges,
coverage under medical and dental plans for specified periods of
time following termination of employment.

The Contracts have no set term and an Officer's employment is
terminable by either party for any reason upon 30 days written
notice.

In the event of a termination of the Officer's employment by
Northwest other than for "cause" or by the Officer for "good
reason," the Officer will be entitled to receive:

     Officer     Severance
     -------     ---------
     CEO         three times his annual base salary and target
                 incentive payment, a pro-rated portion of his
                 target incentive payment for the year in which
                 his employment terminates, certain supplemental
                 pension benefits to which he is entitled
                 pursuant to Northwest's Supplemental Executive
                 Retirement Plan, and reimbursement of relocation
                 expenses.

     EVP &       two times the Officer's annual base salary and
     SVP         target incentive payment and a pro-rated portion
                 of the Officer's target annual incentive payment
                 for the year in which the Officer's employment
                 terminates.

     VP          annual base salary and target incentive payment
                 and a pro-rated portion of the Officer's target
                 annual incentive payment for the year in which
                 the Officer's employment terminates.

In addition, if Mr. Steenland's employment is terminated by
Northwest for any reason other than cause within one year after a
change in control of NWA Corp. or by Mr. Steenland at any time
during the six months commencing on the first anniversary of the
change in control or during the 30-day period commencing on the
first anniversary of the effective date of a confirmed plan of
reorganization for the Debtors, in any such case, he will be
entitled to all payments and benefits otherwise due for
termination.  In the event Mr. Steenland dies while employed by
Northwest, the company will pay his surviving spouse an annual
death benefit equal to 50% of his base salary for 10 years or, if
earlier, until he would have attained age 65.

The Contracts also contain a one-year, non-compete provision and
non-solicitation provision that would prevent the Officer from
leaving Northwest to join another commercial airline or
soliciting other Northwest employees to leave the employ of the
company.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 43; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWESTERN CORP: Judge Farnan Rejects QUIPs Settlement Agreement
------------------------------------------------------------------
As reported in the Troubled Company Reporter on May 6, 2005,
Magten Asset Management Corporation and Law Debenture Trust
Company of New York asked the U.S. Bankruptcy Court for the
District of Delaware to revoke the order confirming NorthWestern
Corporation and its debtor-affiliates' Second Amended and Restated
Plan of Reorganization and the Debtors' discharge.  Magten and Law
Debenture also initiated an adversary proceeding (Bankr. D. Del.
Adv. Pro. No. 05-50866) against the Debtors and certain of their
executives on April 15, 2005.  That litigation culminated in the
execution of a Settlement Agreement that said it was subject the
Bankruptcy Court approval.  The Bankruptcy Court reviewed a Motion
filed pursuant to Federal Rule of Bankruptcy Procedure 9019
seeking approval of that global compromise and settlement in the
Debtors' chapter 11 case and rejected it because the Settlement
Agreement was inconsistent with the terms of the Debtors' chapter
11 plan.

Magten and Law Debenture appealed to the U.S. District Court for
the District of Delaware (Dist. Del. Case No. 05-209).  In a
decision published at 2006 WL 2827309, the Honorable Joseph J.
Farnan says the Bankruptcy Court did not abuse its discretion by
rejecting the Settlement Agreement and the Settlement Agreement
has no force or effect because the Bankruptcy Court rejected it.

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which took effect on
Nov. 1, 2004.


NRG ENERGY: Hedge Reset Transaction Cues Fitch to Hold Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the issuer default and instrument
ratings of NRG Energy following the company's announced hedge
reset and capital allocation program. The Rating Outlook is
Stable.

Fitch affirms these ratings with a Stable Outlook:

--Senior secured term loan B at 'BB'/'RR1';
--Senior secured revolving credit facility at 'BB'/'RR1';
--Senior notes to 'B+'/'RR3';
--Convertible preferred stock at 'CCC+'/'RR6';
--Issuer default rating (IDR) at 'B'.

The hedge reset program entails resetting existing power/gas
hedges that were acquired along with the purchase of Texas Genco
(Legacy Hedges), to reflect the current market prices and entering
into new, longer-dated gas hedges.  Given the high correlation
between natural gas prices and power prices, and the greater
liquidity and depth in the natural gas market, using natural gas
derivatives provides a good hedge to the power generated from the
company's Texas coal and nuclear plants.  The last of the Legacy
Hedges will expire in 2010.  Given the natural gas prices
prevailing at the time the Legacy Hedges were put into place as
compared to prices today, these hedges are substantially out of
the money.

The proposed transaction involves:

     -- borrowing $1.1 billion of unsecured debt;

     -- using $1.1 billion of debt proceeds plus $250 million of
        cash on hand to reset the existing hedges to market;

     -- adding to hedged positions for years 2010 to 2012, and

     -- increasing share repurchase from $250 million to $500
        million.

The hedge reset transaction will provide NRG with greater cash
flow certainty by hedging its projected production into the 2012
time frame.  With the existing hedges in place, the company
currently has $1.7 billion in mark to market exposure under its
second lien collateral structure.  Consequently, existing
counterparties (such as J. Aron) are reluctant to enter into
longer dated hedging transactions as they already have significant
mark to market exposure to NRG.  By resetting the existing hedges
to market, the company would eliminate the $1.7 billion of
existing second lien exposure freeing the company to enter into
hedges for the 2010 to 2012 time frame.

Resetting the Legacy Hedges at current market prices will
substantially increase the company's cash flow.  As such, this
transaction has the perverse effect of improving cash flow-based
coverage and leverage metrics for 2007-2010 in spite of the
increase in total debt outstanding.  In addition, by permitting
longer dated hedges, the transaction provides greater cash flow
certainty for the medium term.  Off-setting in part these benefits
is that by incurring the incremental debt, the company is, in
effect, taking an obligation that would have amortized to zero
over time (i.e. the mark-to-market position of the Legacy Hedges)
and crystallized it into a bullet maturity.

The proposed transaction will not materially alter the company's
business risk.  The key risk for NRG remains a sustained outage at
one of its large base load plants in Texas (STP, Limestone or
Parrish) and this risk is unaffected as a result of this
transaction.  Although the ability to make interest payments
during such an outage is modestly weakened, the incremental
interest expense is small ($90 million to $100 million) as
compared to available liquidity ($1.2 billion in cash and $850
million in unused revolver capacity).

This increase in financial risk is offset by a reduction in NRG's
business risk; by resetting the hedges at a higher price, the
likelihood of having to cover a naked short gas position by buying
higher price spot gas (i.e. because there was an outage at a
baseload plant) is lower than it is currently since the Legacy
Hedges are below market.

A second major business risk for the company is a sustained period
of low natural gas prices.  This risk is also unchanged as a
result of the transaction.  Moreover, with the longer hedges in
place, the company would have greater time to address a long-term
decline in natural gas price by retiring its term loan B debt.

As part of the proposed transaction, the company is seeking to
increase its 2007 stock buyback plan from $250 million to $500
million.  On August 1, 2006, Fitch affirmed NRG's IDR following
the announcement of a $500 million stock repurchase via a non-
recourse debt structure.  The company created a subsidiary which
raised $334 million in non-recourse debt from Credit Suisse. The
company also injected $166 million.  The purpose of the structure
was to take advantage of the company's restricted payment basket.
However, the structure was somewhat inefficient in that Credit
Suisse had to take a short position in NRG's stock to hedge its
exposure (i.e. delta hedge 30% to 40% of the stock held by the
non-recourse subsidiary).  This shorting activity muted the
benefit of the share buyback from NRG's perspective.  Going
forward, the company plans to seek an amendment to allow greater
restricted payments

NRG owns and operates a diverse portfolio of power-generating
facilities, primarily in Texas and the Northeast, South Central
and Western regions of the United States.  Its operations include
baseload, intermediate, peaking, and cogeneration facilities,
thermal energy production and energy resource recovery facilities.
NRG also has ownership interests in generating facilities in
Australia and Germany.


NRG ENERGY: Moody's Rates Planned $1.1 Bil. Sr. Unsec. Notes at B1
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook to negative
from stable for NRG Energy Inc. after the report that the company
had entered into a series of transactions with counterparties to
reset and extend existing power and gas hedges at market prices,
requiring a payment to counterparties of around $1.35 billion.

Moody's also affirmed all existing ratings of NRG and assigned a
B1 rating to the planned issuance of $1.1 billion of senior
unsecured notes which will be used by NRG to partially fund the
counterparty payment.

"While the rating affirmation incorporates the increase in near-
term cash flow and the reduction in cash flow volatility following
the reset and extension of power and gas hedges, the negative
outlook considers the $1.1 billion of permanent indebtedness added
to the capital structure, at a time when share repurchases and
future capital requirements have increased and are expected to
stay at an elevated level," said A.J. Sabatelle, Vice President of
Moody's.

The rating affirmation reflects the increase in operating cash
flow and free cash flow anticipated over the next three years
following the reset of existing hedges across NRG's Texas
generation fleet.  Operating cash flow and free cash flow are
expected to increase by $1.3 billion over the next three years and
the company's operating margin will continue to remain highly
contracted over this timeframe.

Moody's expects that under most reasonable scenarios, the
company's funds from operations to total adjusted debt is expected
to be at least 13% over this timeframe, which remains consistent
with the existing Ba3 Corporate Family Rating.  While most of the
incremental cash flow will surface over the next three years, the
execution of additional gas hedges maturing in 2010 and 2011
should enable NRG to reduce its exposure to future changes in
natural gas prices, an important driver of cash flow volatility
for the company.

The negative outlook incorporates the permanent increase in
leverage that will occur to facilitate completion of this
transaction and factors in the company's previously announced
capital investment program and recent actions to return more
capital to shareholders.  To that end, Moody's also notes that NRG
intends to modify the terms of its secured credit agreement in a
manner that will increase the restricted payments basket, increase
the amount of permitted indebtedness, allow greater flexibility
for the company to make capital investments, and reduce the
existing cash sweep mechanism.

While free cash flow is expected to increase as the result of the
reset of the power hedges over the next three years, Moody's
believes that a substantial portion of this cash may end being
used for share repurchases and for capital investment, thereby
leaving the company with higher permanent debt levels than
originally anticipated.  To the extent that the company's future
margins compress due to lower natural gas prices or lower market
heat rates, the company's credit quality will weaken.

In light of the negative rating outlook as well as the company's
capital investment plan and announced share repurchases, limited
near-term prospects exist for the rating to be upgraded.  However,
the rating outlook could be stabilized if the company's credit if
the company makes meaningful progress towards using free cash flow
to permanently reduce debt by more than $1 billion over the next
several years, and if the company finances its anticipated large
capital investment program in a relatively conservative manner
resulting in a adjusted FFO to total adjusted debt of 16% on a
sustainable basis.

The rating could be downgraded if the level of share repurchases
continues to increase materially over the next eighteen months
without meaningful progress towards reducing consolidated debt or
if the company chooses to finance its capital investment program
with higher than anticipated levels of debt.

Additionally, should margins compress across NRG's existing
generation fleet or should additional leverage be incurred to
finance shareholder rewards or capital investments, causing
adjusted FFO to total adjusted debt to approach 10% for an
extended period, the rating could be downgraded.

These are the rating actions:

   -- Corporate family rating at Ba3;

   -- Probability of default rating at Ba3;

   -- Senior secured 1st lien term loan at Ba1 (LGD 2, 22% from
      LGD 2, 25%);

   -- Senior secured 1st lien revolver at Ba1 (LGD 2, 22% from
      LGD 2, 25%);

   -- Senior unsecured notes at B1 (LGD 5, 77% from LGD 5, 80%);

   -- Shelf registration for senior secured debt at (P) Ba1 (LGD
      2, 22% from LGD 2, 25%);

   -- Shelf registration for senior unsecured debt at (P) B1 (LGD
      5, 77% from LGD 5, 80%);

Ratings and assessments affirmed:

   -- Preferred stock at B2, LGD 6, 98%;

   -- Shelf registration for subordinated debt at (P)B2, LGD 6,
      97%;

   -- Shelf registration for preferred stock at (P)B2, LGD 6,
      98%;

Rating assignment:

   -- $1.1 billion of senior unsecured notes at B1 (LGD 5, 77%);

Headquartered in Princeton, New Jersey, NRG Energy, Inc. owns and
operates power generating facilities, primarily in Texas and the
northeast, south central and western regions of the United States.
NRG also owns generating facilities in Australia, Brazil, and
Germany.


OWENS & MINOR: 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 Healthcare Service and Distribution sector,
the rating agency confirmed its Ba2 Corporate Family Rating for
Owens & Minor Inc., and held its Ba2 rating on the company's 6.35%
Notes due on 2016.  Moody's also assigned an LGD4 rating to those
bonds, suggesting noteholders will experience a 50% loss in the
event of a default.

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

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

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

Based in Mechanicsville, Virginia, Owens & Minor, Inc. --
http://www.owens-minor.com/-- is a distributor of national name-
brand medical and surgical supplies and a healthcare supply chain
management company.  With a diverse product and service offering
and distribution centers throughout the United States, the company
serves hospitals, integrated healthcare systems, alternate care
locations, group purchasing organizations, the federal government
and consumers.  A FORTUNE 500 company, Owens & Minor provides
technology and consulting programs that enable healthcare
providers to maximize efficiency and cost-effectiveness in
materials purchasing, improve inventory management and streamline
logistics across the entire medical supply chain -- from origin of
product to patient bedside.  The Company also has established
itself as a leader in the development and use of technology.


PENTON MEDIA: Prism Deal Cues Moody's Ratings Review for Downgrade
------------------------------------------------------------------
Moody's Investors Service placed all ratings of Prism Business
Media under review for possible downgrade, after the company's
announcement that it has entered into an agreement to acquire
Penton Media, Inc. for an estimated transaction value of
approximately $530 million.

The ratings placed under review for possible downgrade comprise:

   * Prism Business Media, Inc.'s

     -- Corporate Family rating: B2

     -- Probability of Default rating: B2

     -- First lien senior secured revolver due 2011, B1, LGD3,
        36%

     -- Senior secured first lien term loan due 2012, B1, LGD3,
        36%

     -- Senior secured second lien term loan due 2013, Caa1,
        LGD5, 87%

Prism's management expects that the acquisition of Penton that is
subject to stockholder and regulatory approval will close in the
first half of 2007.

Moody's rating:

   * Penton Media Inc.

     -- Corporate Family rating Caa3

Moody's considers that the acquisition could lead to heightened
financial pressure for Prism.

Moody's review will focus upon

   (1) the likely capital structure of the surviving entity;

   (2) the degree to which the acquisition will constrain Prism's
       liquidity or worsen its leverage;

   (3) the ability of the merged entity to effect synergies; and

   (4) whether the transaction presages further acquisition
       activity by Prism.

Headquartered in New York, NY, Prism Business Media, Inc. is a
business-to-business communications company.  The company reported
sales of $230 million in the last twelve months ended June 30,
2006.


PENTON MEDIA: S&P Places 'CCC+' Corporate Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings on Prism
Business Media Inc., including the 'B' corporate credit rating, on
CreditWatch with negative implications.  At the same time,
Standard & Poor's placed all its ratings on Penton Media Inc.,
including the 'CCC+' corporate credit rating, on CreditWatch with
developing implications, indicating upward or downward movement of
the rating in the near future.

The CreditWatch listings follow the companies' announcement that
business-to-business communication company Prism has entered into
an agreement to acquire magazine and tradeshow company Penton for
$530 million, including the assumption or repayment of Penton's
debt.

"The transaction would diversify Prism's portfolio of publishing
and trade show assets and provide an opportunity for cost
reductions," said Standard & Poor's credit analyst Hal F. Diamond.

However, Prism would be doubling its size with this purchase.

"We are concerned about some integration risk and that the credit
profile of the company could worsen as a result of the
transaction," said Mr. Diamond.


PILGRIM'S PRIDE: Extends Gold Kist Notes Tender Offer to Nov. 29
----------------------------------------------------------------
Pilgrim's Pride Corp. has extended its tender offer to purchase
all of the outstanding shares of Gold Kist Inc. common stock for
$20 per share in cash.  The offer and withdrawal rights, which
were scheduled to expire at midnight, New York City Time, on
Oct. 27, 2006, have been extended until 5:00 p.m., New York City
Time, Nov. 29, 2006, unless further extended.

Gold Kist's stock price, on average, has been approximately 50% of
the Pilgrim's Pride stock price since Gold Kist's initial public
offering in 2004.  While stocks in the poultry industry are
subject to significant volatility, applying this average relative
trading value of 50% to Oct. 27, 2006, Pilgrim's Pride closing
stock price of $25.16 implies a Gold Kist stock price of $12.76.
The offer therefore represents an approximately 57% premium to
this implied Gold Kist stock price.  The offer also represents a
55% premium over Gold Kist's closing stock price of $12.93 per
share on Aug. 18, 2006, the last day of trading before Pilgrim's
Pride notified Gold Kist's board of directors in a public letter
that it was offering $20 per share in cash for the company.

As of midnight on Oct. 27, 2006, a total of approximately 16.84
million shares of Gold Kist common stock, or approximately 33% of
Gold Kist's outstanding shares, had been tendered and not
withdrawn.

On Sept. 29, 2006, Pilgrim's Pride commenced its tender offer
to purchase all of the outstanding shares of Gold Kist common
stock for $20 per share in cash.  The transaction is valued at
approximately $1 billion, plus the assumption of $144 million of
Gold Kist's debt.

Pilgrim's Pride also extended its offer to purchase and related
consent solicitation for Gold Kist's outstanding 10-1/4% Senior
Notes due March 15, 2014, until 5:00 p.m., New York City Time,
Nov. 29, 2006, unless further extended.  The debt tender offer is
being made in connection with Pilgrim's Pride's proposed
acquisition of Gold Kist.  As of midnight on Oct. 27, 2006, the
company had received tenders and related consents with respect to
approximately 99.9% of the aggregate principal amount of the
outstanding Gold Kist Notes.  In accordance with the terms of the
Offer to Purchase the Gold Kist Notes and as previously announced,
tenders of the Notes and related consents to proposed amendments
to the indenture governing the Gold Kist Notes became irrevocable
as of 5:00 p.m. on Oct. 13, 2006, and tenders of Notes and
consents delivered after that date will also be irrevocable.

In accordance with the terms of the offer, a new price
determination date for the Gold Kist Notes will be fixed (which
will be 10:00 a.m. New York City time on the eleventh business day
immediately preceding the new expiration date) and the
consideration to be paid to holders of Gold Kist Notes will be
redetermined as of the new date.

On Oct. 17, 2006, Pilgrim's Pride disclosed that the Antitrust
Division of the Department of Justice has granted early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 in connection with its tender
offer for the outstanding shares of Gold Kist.

Baker & McKenzie LLP and Morris, Nichols, Arsht & Tunnell, LLP are
acting as legal counsel and Credit Suisse, Legacy Partners Group
LLC and Lehman Brothers Inc. are acting as financial advisors to
Pilgrim's Pride.  Innisfree M&A Incorporated is acting as
information agent for Pilgrim's Pride's offer.

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

                        *    *    *

Moody's Investors Service's implementation of its new Probability-
of-Default and Loss-Given-Default rating methodology for the U.S.
Consumer Products sector, the rating agency held its Ba2 Corporate
Family Rating for Pilgrim's Pride Corp.  In addition, Moody's
revised or held its probability-of-default ratings and assigned
loss-given-default ratings on the company's note issues, including
an LGD6 rating on its $100 million 9.250% Sr. Sub. Global Notes
Due Nov. 15, 2013, suggesting noteholders will experience a 95%
loss in the event of a default.


PRIMUS TELECOMMS: Net Income Rose to $100,000 in 2006 Third Qtr.
----------------------------------------------------------------
Primus Telecommunications Group Incorporated reported third
quarter 2006 net revenue of $248 million, down from $252 million
in the prior quarter and $290 million in the third quarter 2005.

The Company reported net income for the quarter of $100,000,
compared to a net loss of $220 million in the prior quarter and a
net loss of $51 million in the third quarter 2005.

Income from operations was $10 million in the third quarter 2006
versus a loss of $228 million, in the prior quarter and a loss of
$34 million in the third quarter 2005.

Adjusted EBITDA for the third quarter of 2006 was $16.6 million,
compared with $11.5 million in the prior quarter and $1.1 million
in the third quarter 2005.

"We are pleased to report the fourth consecutive quarter of steady
improvement in our recurring Adjusted EBITDA trajectory," said
K. Paul Singh, Chairman and Chief Executive Officer of PRIMUS.
"Our improved performance is driven by continuing implementation
of our previously announced strategy of maximizing cash flow from
operations by driving down costs while focusing our available
resources on high margin products and services.

"Execution of this strategy has resulted in the continued shedding
of low margin retail revenue and its associated costs, while
continued growth in new services and other high margin products
has resulted in improved operating margins.  That progress,
together with aggressive management of SG&A expense, has enabled
us to increase Adjusted EBITDA.

Mr. Singh stated, "Our performance in recent quarters has re-
established a stable base of EBITDA generation from operations.
While such progress is encouraging, we must build on this success
by continuing to increase the margin contribution from new
products and by reducing our interest expense in order to generate
adequate levels of cash flow to realize the full growth potential
of PRIMUS and meet our future debt maturity obligations,"

"We are actively pursuing initiatives to become Free Cash Flow
breakeven on an operating basis through a combination of improved
EBITDA performance and reduced interest expense," Mr. Singh added.

                 Liquidity and Capital Resources

The Company ended the third quarter 2006 with a cash balance of
$80 million, including $9 million of restricted funds, as compared
to $96 million, including $8 million of restricted funds, as of
June 30, 2006.  For the quarter, a net $6 million in cash was used
for operating activities.  The total reflects $23 million in cash
used in operating activities.  In addition, $8 million of cash was
used for capital expenditures and $2 million for scheduled
principal reductions on debt obligations.

Free Cash Flow for the third quarter 2006 was negative $14 million
as compared to negative $1 million in the prior quarter and a
negative $33 million in the third quarter 2005.  The first and
third quarters have higher cash interest payments based on the
timing of debt interest due dates.

The Company also disclosed that its $71 million unrestricted cash
balance as of Sept. 30, 2006 is expected to remain relatively
stable as of Dec. 31, 2006.  However, first quarter 2007 scheduled
principal maturities of $23 million on its 5.75% Convertible
Subordinated Debentures and $8 million for a vendor financing will
result in a significant decrease in unrestricted cash levels
during the first quarter of 2007.

The principal amount of the Company's long-term debt obligations
as of Sept. 30, 2006 were $641 million, down from $643 million at
June 30, 2006.

Based in McLean, Virginia, PRIMUS Telecommunications Group,
Incorporated (NASDAQ: PRTL) -- http://www.primustel.com/-- is an
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol, Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 350
points-of-presence throughout the world, ownership interests in
undersea fiber optic cable systems, 16 carrier-grade international
gateway and domestic switches, and a variety of operating
relationships that allow it to deliver traffic worldwide.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 19, 2006,
Deloitte & Touche LLP expressed substantial doubt about PRIMUS
Telecommunications Group, Incorporated's ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal year ended Dec. 31, 2005.  The auditing firm
pointed to the Company's recurring losses from operations, the
maturity of $23.6 million of the 5-3/4% convertible subordinated
debentures due February 2007, negative working capital, and
stockholders' deficit.


PRISM BUSINESS: $530MM Penton Deal Cues Moody's Junk Rating Review
------------------------------------------------------------------
Moody's Investors Service placed all ratings of Prism Business
Media under review for possible downgrade, after the company's
announcement that it has entered into an agreement to acquire
Penton Media, Inc. for an estimated transaction value of
approximately $530 million.

The ratings placed under review for possible downgrade comprise:

   * Prism Business Media, Inc.'s

     -- Corporate Family rating: B2

     -- Probability of Default rating: B2

     -- First lien senior secured revolver due 2011, B1, LGD3,
        36%

     -- Senior secured first lien term loan due 2012, B1, LGD3,
        36%

     -- Senior secured second lien term loan due 2013, Caa1,
        LGD5, 87%

Prism's management expects that the acquisition of Penton
(Corporate Family rating Caa3), which is subject to stockholder
and regulatory approval, will close in the first half of 2007.

Moody's considers that the acquisition could lead to heightened
financial pressure for Prism.

Moody's review will focus upon

   (1) the likely capital structure of the surviving entity;

   (2) the degree to which the acquisition will constrain Prism's
       liquidity or worsen its leverage;

   (3) the ability of the merged entity to effect synergies; and

   (4) whether the transaction presages further acquisition
       activity by Prism.

Headquartered in New York, NY, Prism Business Media, Inc. is a
business-to-business communications company.  The company reported
sales of $230 million in the last twelve months ended June 30,
2006.


PRISM BUSINESS: S&P Puts 'B' Corporate Credit Rating on Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings on Prism
Business Media Inc., including the 'B' corporate credit rating, on
CreditWatch with negative implications.  At the same time,
Standard & Poor's placed all its ratings on Penton Media Inc.,
including the 'CCC+' corporate credit rating, on CreditWatch with
developing implications, indicating upward or downward movement of
the rating in the near future.

The CreditWatch listings follow the companies' announcement that
business-to-business communication company Prism has entered into
an agreement to acquire magazine and tradeshow company Penton for
$530 million, including the assumption or repayment of Penton's
debt.

"The transaction would diversify Prism's portfolio of publishing
and trade show assets and provide an opportunity for cost
reductions," said Standard & Poor's credit analyst Hal F. Diamond.

However, Prism would be doubling its size with this purchase.

"We are concerned about some integration risk and that the credit
profile of the company could worsen as a result of the
transaction," said Mr. Diamond.


PSYCHIATRIC SOLUTIONS: 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 Healthcare Service and Distribution sector,
the rating agency held its B1 Corporate Family Rating for
Psychiatric Solutions, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Term Loan B
   Due 2012               B1       Ba2     LGD2       24%

   Senior Secured
   Guaranteed Revolver
   Due 2009               B1       Ba2     LGD2       24%

   Senior Subordinated
   Notes, Due 2014        B3       B3      LGD5       82%

   Senior Subordinated
   Notes, Due 2013        B3       B3      LGD5       82%

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

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

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

Based in Franklin, Tennessee, Psychiatric Solutions, Inc. --
http://www.psysolutions.com/-- offers an extensive continuum of
behavioral health programs to critically ill children, adolescents
and adults through its operation of 64 owned or leased
freestanding psychiatric inpatient facilities with more than 6,900
beds.  The company also manages freestanding psychiatric inpatient
facilities for government agencies and psychiatric inpatient units
within general acute-care hospitals owned by others.


PUREBEAUTY INC: Hires Rose Snyder as Accountant and Auditor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of
California in San Fernando Valley gave PureBeauty Inc. and its
debtor-affiliates authority to employ Rose, Snyder & Jacobs as
their accountant and auditor, nunc pro tunc to June 1, 2006.

As reported in Troubled Company Reporter on Sept. 19, 2006, the
Debtors expect Rose Snyder to:

     a) prepare their federal and state income tax returns,
        including requisite Delaware filings, for the years ending
        Jan. 31, 2005 and Jan. 31, 2006, as well as the final
        return for the period ending approximately May 31, 2006;
        and

     b) audit their 401(k) plan for the 2004, 2005, and 2006
        fiscal years.

The current hourly rates for Rose Snyder's professionals range
from $350 for partners to $110 for staffs.  Fees for the tax
return preparation services are estimated to cost between $21,000
and $24,000 while fees for the 401(k) audit will be approximately
$25,000.

Mark Chapman, a partner at Rose Snyder, assured the Court
that his firm and all of the professionals employed by it are
disinterested persons and do not hold or represent an interest
adverse to the estate.

PureBeauty, Inc. -- http://www.purebeauty.com/-- operated 48
retail stores and salons offering professional hair care and
skincare services, featuring a leading assortment of professional
and prestige personal care products.  PureBeauty also operated six
"brand" stores, providing customers with a variety of aspirational
products and services.  PureBeauty Inc. and Pure Salons, Inc., an
affiliate, filed for chapter 11 protection on April 18, 2006
(Bankr. C.D. Calif. Case No. 06-10545).  Stacia A. Neeley, Esq.,
at Klee, Tuchin, Bogdanoff & Stern LLP represented the Debtors.
The Debtors' Official Committee of Unsecured Creditors selected
Eric E. Sagerman, Esq., and David J. Richardson, Esq., at Winston
& Strawn, LLP, as its counsel.  When the Debtors filed for
protection from their creditors, they estimated $14 million in
assets and $82 million in debts.


QTC HOLDINGS: Moody's Assigns Loss-Given-Default Ratings
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its B2 Corporate Family Rating for QTC
Holdings, Inc.

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

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   First Lien Revolver
   Due 2011               B2       Ba3     LGD2       29%

   Senior Secured
   First Lien Term
   Loan, Due 2012         B2       Ba3     LGD2       29%

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

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

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


ROWE COMPANIES: Taps Keen Realty as Real Estate Consultants
-----------------------------------------------------------
The Rowe Companies and its debtor-affiliates ask permission from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
employ Keen Realty LLC as their real estate consultants, nunc pro
tunc to Oct. 5, 2006.

Keen Realty is expected to advertise, market, negotiate and
coordinate the closing of the sale of the Debtors' interests in
various properties including store leases that the Debtors seek to
sell.

Specifically, Keen Realty will:

   a) evaluate properties identified by the Debtors for potential
      sale;

   b) develop and implement a marketing program for properties to
      be sold;

   c) identify and communicate with potential purchasers of the
      properties;

   d) solicit offers and negotiate sales agreements with potential
      purchasers; and

   e) assist in the documentation and approval process for the
      transactions.

In addition, Keen Realty will, for separate compensation, provide
expert witness and consulting services in connection with any
contested matter at the request of the Debtors.

                           Compensation

Given the largely transactional nature of its engagement, Keen
proposes not to bill the Debtors by the hour and not keep records
of time spent for professional services rendered in the Debtors'
chapter 11 cases, except for certain expert witness and consulting
services.  Keen will, however, keep reasonably detailed
descriptions of the services that were rendered pursuant to its
engagement.

To the best of the Debtors' knowledge, Keen does not hold any
interest adverse to the estate and is disinterested pursuant to
Sec. 101(14) of the Bankruptcy Code.

                   About the Rowe Companies

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
Company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--  
and Storehouse, Inc. -- http://www.storehousefurniture.com/

The company and its two of its debtor-affiliates filed for chapter
11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142
to 06-11144).  Dylan G. Trache, Esq., H. Jason Gold, Esq., and
Valerie P. Morrison, Esq., at Wiley Rein & Fielding LLP, represent
the Debtors.  When the Debtors filed for protection from their
creditors, The Rowe Companies listed total assets of $130,779,655
and total debts of $93,262,974; Rowe Furniture estimated assets
between $50 million and $100 million and debts between $10 million
and $50 million; and Storehouse, Inc. estimated assets and debts
between $10 million and $50 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Jan. 16, 2006.


ROWE COMPANIES: Selects Silver Freedman as Special Counsel
----------------------------------------------------------
The Rowe Companies and its debtor-affiliates ask the United States
Bankruptcy Court for the Eastern District of Virginia for
authority to employ Silver Freedman and Taff LLP as special
corporate counsel, nunc pro tunc to Sept. 18, 2006.

As special counsel, Silver Freedman will advise and represent the
Debtors in various areas including, without limitation, general
corporate matters, securities laws, mergers and acquisitions,
commercial finance, asset securitization, litigation, and supply
and distribution matters.

Since July 1, 2006, Silver Freedman has received from the Debtors
$170,445 in the aggregate for professional services related to all
financing and restructuring matters and $1,959 for reimbursement
of expenses.  Those fees and expenses include all compensation
received by Silver Freedman for services rendered in contemplation
of or in connection with the Debtors' bankruptcy cases.

In addition, Silver Freedman holds a $10,130 retainer as of
Sept. 18, 2006, in connection with professional services to be
performed on the commencement of the Debtors' cases and
thereafter.

To the best of the Debtors' knowledge, Silver Freedman does not
hold any interest adverse to the estate.

                   About The Rowe Companies

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
Company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--  
and Storehouse, Inc. -- http://www.storehousefurniture.com/

The Company and its two of its debtor-affiliates filed for chapter
11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142
to 06-11144).  Dylan G. Trache, Esq., H. Jason Gold, Esq., and
Valerie P. Morrison, Esq., at Wiley Rein & Fielding LLP, represent
the Debtors.  When the Debtors filed for protection from their
creditors, The Rowe Companies listed total assets of $130,779,655
and total debts of $93,262,974; Rowe Furniture estimated assets
between $50 million and $100 million and debts between $10 million
and $50 million; and Storehouse, Inc. estimated assets and debts
between $10 million and $50 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Jan. 16, 2006.


ROWE COMPANIES: Taps FTI as Restructuring Advisors and Consultants
------------------------------------------------------------------
The Rowe Companies and its debtor-affiliates ask the United States
Bankruptcy Court for the Eastern District of Virginia for
authority to employ FTI Consulting Inc. as limited scope
restructuring advisors and consultants, nunc pro tunc to Sept. 18,
2006.

FTI is expected to provide retail related financial advisory and
consulting services to the Debtors.

Specifically, FTI will:

   a) prepare and provide bid packages for liquidators for
      preselected Storehouse stores;

   b) prepare the analysis and evaluation of bids received;

   c) negotiate the final contract with the stalking horse bidder;

   d) participate in the Section 363 asset sale auction with any
      qualified bidders; and

   e) assist in other services that the Debtors request and FTI
      agrees to perform.

For their services, FTI's professionals bill:

      Professional                    Hourly Rates
      ------------                    ------------
      Senior Managing Director          $595-655
      Director/Managing Director        $435-590
      Consultants/Sr. Consultants       $215-405
      Administrative/Paraprofessional    $95-175

During the ninety day period prior to the Debtors' bankruptcy
filing, FTI received $175,000 from the Debtors for professional
services performed and expenses incurred in connection with its
prepetition services and its proposed postpetition engagement by
the Debtors.  A portion of the payments, estimated at $130,000,
has been applied to outstanding balances; the remainder will
constitute a general retainer.

To the best of the Debtors' knowledge, FTI does not hold any
interest adverse to the estate and is disinterested pursuant to
Sec. 101(14) of the Bankruptcy Code.

                     About The Rowe Companies

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
Company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--  
and Storehouse, Inc. -- http://www.storehousefurniture.com/

The Company and its two of its debtor-affiliates filed for chapter
11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142
to 06-11144).  Dylan G. Trache, Esq., H. Jason Gold, Esq., and
Valerie P. Morrison, Esq., at Wiley Rein & Fielding LLP, represent
the Debtors.  When the Debtors filed for protection from their
creditors, The Rowe Companies listed total assets of $130,779,655
and total debts of $93,262,974; Rowe Furniture estimated assets
between $50 million and $100 million and debts between $10 million
and $50 million; and Storehouse, Inc. estimated assets and debts
between $10 million and $50 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Jan. 16, 2006.


SAINT VINCENTS: Court Approves Three Labor Agreements
-----------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York approves Saint Vincents
Catholic Medical Centers of New York and its debtor-affiliates'
new collective bargaining agreements with:

    (1) the New York State Nurses Association Home Health
        Agreement;

    (2) the Special and Superior Officers Benevolent Association
        Letter of Agreement, subject to, and effective immediately
        prior to, the closing of the sale of St. John's Hospital,
        Queens, and Mary Immaculate Hospital, Queens, and the
        assignment of the SSOBA Letter of Agreement to the
        purchaser of St. John's and MIH; and

    (3) the Local 30 Memorandum of Agreement, subject to, and
        effective immediately prior to, the closing of the sale of
        St. Vincent's Hospital, Staten Island, and the assignment
        of the Memorandum of Agreement to the purchaser of SV
        Staten Island.

The Debtors sought authority from the Court to enter into three
agreements that will govern their relationship with the three
collective  bargaining units for periods of three years to ensure
compliance, to the extent required, with Section 363(b), 365 and
1113 of the Bankruptcy Code.

The three agreements are:

    1. The New York State Nurses Association Home Health Agreement
       with 56 full-time, part-time and per diem registered
       professional staff nurses employed by the Debtors' home
       health division and represented by the NYSNA.  The
       agreement renews and extends the parties' relationship,
       retroactive to July 1, 2005, and through June 30, 2008.

       The new terms of the NYSNA Home Health Agreement include
       wage increases, pension benefits, and health insurance
       benefits.

       A full-text copy of the NYSNA Home Health Agreement is
       available for free at http://researcharchives.com/t/s?12a5

    2. The letter of agreement under which the Debtors have agreed
       to renew and extend, retroactive to September 1, 2006,
       their collective bargaining agreement with 52 security
       officers employed at St. John's Hospital, and Mary
       Immaculate Hospital, and represented by the SSOBA, through
       August 31, 2009.

       Except for a 3% wage increase, the SSOBA Letter of
       Agreement maintains the status quo with respect to the
       existing terms and conditions of employment for the SSOBA
       Employees.

       A full-text copy of the SSOBA Letter of Agreement is
       available for free at http://researcharchives.com/t/s?12a6

    3. The memorandum of agreement under which the Debtors agreed
       to renew and extend, retroactive to September 1, 2005,
       their collective bargaining agreement with 23 SV Staten
       Island engineers represented by Local Unions Nos. 30 & 30
       A-B-C-D of the International Union of Operating Engineers,
       through August 31, 2008.

       The changes reflected in the Local 30 Memorandum of
       Agreement include wage increases and an increase in the
       contribution rate to the Local 30 annuity fund.

       A full-text copy of the Local 30 Memorandum of Agreement is
       available for free at http://researcharchives.com/t/s?12a7

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 38 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Trade Creditors Sell Claims Totaling $11,837,983
----------------------------------------------------------------
From September 1 to October 31, 2006, the Clerk of the U.S.
Bankruptcy Court for the Southern District of New York recorded:

  (A) claim transfers made by these creditors of Saint Vincents
      Catholic Medical Centers of New York and its debtor-
      affiliates:

      -- Aslan Capital Master Fund, located at 375 Park Avenue,
         Suite 1903, in New York, NY 10152:

         Transferor                        Claim Amount
         ----------                        ------------
         Control ITC Services                  $131,811
         Independent Temperature                253,778

      -- ASM Capital, located at 7600 Jericho Turnpike, Suite 302,
         in Woodbury, NY 11797:

         Transferor                        Claim Amount
         ----------                        ------------
         Titan Outdoor                          $73,312
         HP3, Inc.                               22,635
         Nurses On Hand Registry, Inc.          250,386

      -- Cargill Financial Services International, Inc., located
         at 12700 Whitewater Drive, in Minnetonka, MN 55343-9439:

         Transferor                        Claim Amount
         ----------                        ------------
         Aslan Capital Master Fund, LP       $6,846,114
         Comforce Medical OFC Support            52,480
         Fair Harbor Capital, LLC               263,462
         Hay Group, Inc.                        126,946
         Madison Investment Trust               637,399
         McNeil Sales and Service, Inc.          42,164
         Medical Staffing Network, Inc.         164,822
         Sterilmed                              296,058

      -- Fair Harbor Capital, LLC, located at 875 Avenue of the
         Americans, Suite 2305, in New York, NY 10001:

         Transferor                        Claim Amount
         ----------                        ------------
         Compass International                   $8,250
         Direct Supply, Inc.                     16,393
         Long Island Stamp & Seal                 2,204
         Prime Care Medical Supplies              7,012
         Psych Scans, Inc.                       17,499
         Rochester Cassette Repair                3,709
         Staff America, Corp.                    13,864
         Stockton Enterprises LLC                20,004
         Suffolk Plastic Surgeons                15,509

  (B) other claim transfers:

      Transferee            Transferor             Claim Amount
      ----------            ----------             ------------
      AFI                   Liquidity Solutions,       $106,174
      One University Plaza  Inc., dba Revenue
      Suite 312             Management
      Hackensack, NJ 07601

      Capital Investors,    Liquidity Solutions,        586,681
      LLC                   Inc., dba Revenue
      One University Plaza  Management
      Suite 312
      Hackensack, NJ 07601

      KT Trust              Liquidity Solutions,         32,850
      One University Plaza  Inc., dba Revenue
      Suite 312             Management
      Hackensack, NJ 07601

      Liquidity Solutions   GE Medical Systems OEC       52,474
      One University Plaza  Inc., dba, Revenue
      Suite 312             Management
      Hackensack, NJ 07601

      Madison Investment    McBee Associates, Inc.      637,399
      Trust - Series 20
      6310 Lamar Ave.,
      Suite 120
      Overland Parks, KS
      66202

      Stonehill             Boston Scientific Corp.   1,156,594
      Institutional
      Partners, LP

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 38 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Trustee Schedules 1st Creditor Meeting on Nov. 21
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
will convene a meeting of Sea Containers, Ltd., Sea Containers
Services, Ltd., and Sea Containers Caribbean, Inc.'s creditors at
10:00 a.m., on November 21, 2006, at Room 2112, second floor of
the J. Caleb Boggs Federal Building, 844 North King Street, in
Wilmington, Delaware.

This is the first meeting of creditors required under 11 U.S.C.
Sec 341(a) in all bankruptcy cases.  All creditors are invited,
but not required, to attend.  This Meeting of Creditors offers the
opportunity in a bankruptcy proceeding for creditors to question a
responsible office of the Debtor under oath about the company's
financial affairs and operations that would be of interest to the
general body of creditors.

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SIRIUS COMPUTER: Moody's Puts $55 Million Facility Rating at B2
---------------------------------------------------------------
Moody's Investors Service has assigned:

   -- a first time B1 Corporate Family Rating to Sirius Computer
      Solutions, Inc.;

   -- Ba2 rating to the proposed $130 million first lien senior
      secured bank facility and $30 million revolver; and,

   -- B2 rating to the $55 million second lien facility.

The ratings on the facilities reflect both the overall probability
of default of the company, to which Moody's assigns a PDR of B1,
and a loss given default of LGD 2 for the first lien and LGD 4 for
the second lien facilities.  The net proceeds of this offering
will be used to partly finance Sirius Computer's equity investment
by Thoma Cressey Equity Partners and existing management.

The rating outlook is stable.

Sirius Computer's B1 corporate family rating reflects:

   (a) its limited presence in the faster growing solutions and
       services segment of the IT industry;

   (b) high vendor concentration given that over 90% of revenues
       are derived from IBM products;

   (c) potential changes in the competitive landscape with the
       threat of larger players focusing on the small and medium
       business segment, which is Sirius Computer's target
       market;

   (d) dependence on IBM pricing to maintain its profitability;
       and,

   (e) its leverage at 4.1x EBITDA as a result of the current
       financing.

At the same time, the rating also incorporates:

   (a) generally favorable growth prospects for technology
       products, services and solutions in the robust SMB market;

   (b) Sirius Computer's market position as the leading IBM
       value-added-reseller for IBM's server platforms and
       storage;

   (c) its strong customer orientation, broad technology platform
       and high service levels as evidenced by significant repeat
       revenues; and,

   (d) the expectation that Sirius will maintain its EBITDA
       margins and generate sufficient free cash flow post the
       current financing.

The stable outlook reflects Moody's expectation that the company
will continue to grow its revenues at about 8% per annum while
maintaining EBITDA margins of at least 7%.

The outlook also incorporates Sirius Computer's ability to
effectively manage working capital and pay down debt from excess
cash generated from operations, thereby reducing leverage.

The Ba2 senior bank rating incorporates the senior debt's first
priority lien on all tangible and intangible assets with the
exception of certain IBM-financed inventory and receivables, and
pledged capital stock of each subsidiary.

The B2 rating on the second lien facilities is one notch below the
corporate family rating due to its junior position in the
liability structure.

Ratings assigned:

   -- Corporate Family Rating at B1

   -- Probability of Default Rating at B1

   -- $30 Million Senior Secured Revolver due 2011 at Ba2, LGD 2,
      26%

   -- $130 Million Senior Secured First Lien Term Loan due 2012 -
      at Ba2, LGD 2, 26%

   -- $55 Million Senior Secured Second Lien Term Loan due 2013 -
      at B2, LGD 4, 69%

Sirius Computer Solutions, Inc., headquartered in San Antonio
Texas, is an IBM value-added-reseller of IT solutions primarily
serving small to medium businesses in the US.  The Company
provides its customers an extensive offering of advanced
infrastructure solutions, including hardware, software, and
services that enable the use of mission-critical applications.
Sirius has over 4,900 customers in the U.S. operating in a variety
of industries such as manufacturing, pharmaceuticals,
telecommunications, health care, financial services and
technology.


SIRIUS COMPUTER: S&P Assigns Corporate Credit Rating at 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to San Antonio, Texas-based Sirius Computer
Solutions, Inc.  The rating outlook is stable.

At the same time, the rating agency assigned its loan and recovery
ratings to the company's proposed $30 million senior secured
first-lien revolving credit facility due 2011 and $130 million
senior secured first-lien term loan due 2012.  The facilities were
rated 'B+' with a recovery rating of '2', indicating the
expectation for substantial (80%-100%) recovery of principal in
the event of a payment default.

In addition, S&P assigned its loan and recovery ratings to Sirius'
proposed $55 million secured second-lien term loan due 2013.  The
second-lien debt was rated 'B-' with a recovery rating of '5',
indicating the expectation for negligible recovery of principal in
the event of a payment default.

The secured debt ratings are based on preliminary offering
statements and are subject to review upon final documentation.
Proceeds from the proposed credit facilities will be used to
partly finance the equity investment by Thoma Cressey Equity
Partners and existing management.

"The ratings on Sirius reflect the company's leveraged financial
profile, narrow business profile, relatively small (but rapidly
growing) earnings base, and significant supplier concentration,"
noted Standard & Poor's credit analyst Molly Toll-Reed.

"These factors are partially offset by Sirius' good position in
the highly fragmented computer systems value-added reseller
market, a diversified customer base, and consistent
profitability."


SPRING ASSET: Moody's Rates $18.7 Million Class L Notes at Ba3
--------------------------------------------------------------
Moody's Investors Service assigned as of October 13, 2006 these
ratings to Spring Asset Funding Ltd.:

   -- Aaa to the $868,750,000 Class A Floating Rate Notes Due
      2050;

   -- Aa2 to the $81,250,000 Class B Floating Rate Notes Due
      2050;

   -- A1 to the $28,125,000 Class C Floating Rate Notes Due 2050;

   -- A2 to the $9,375,000 Class D Floating Rate Notes Due 2050;

   -- A3 to the $9,375,000 Class E Floating Rate Notes Due 2050;

   -- Baa1 to the $18,750,000 Class F Floating Rate Notes Due
      2050;

   -- Baa2 to the $18,750,000 Class G Floating Rate Notes Due
      2050;

   -- Baa3 to the $15,625,000 Class H Floating Rate Notes Due
      2050;

   -- Ba1 to the $18,750,000 Class J Floating Rate Notes Due
      2050;

   -- Ba2 to the $18,750,000 Class K Floating Rate Notes Due
      2050; and,

   -- Ba3 to the $18,750,000 Class L Floating Rate Notes Due
      2050.

Based upon materials provided by the Issuer and the results of
analysis commissioned by the Issuer, Moody's ratings of the Class
A Notes and Class B Notes address the likelihood of the timely
receipt of interest and ultimate receipt of principal by the legal
final maturity date by the holders of the Class A Notes and Class
B Notes, and Moody's ratings of the Class C Notes, Class D Notes,
Class E Notes, Class F Notes, Class G Notes, Class H Notes, Class
J Notes, Class K Notes and Class L Notes address the ultimate
receipt of interest and principal by the legal final maturity date
by the noteholders of each of such other rated classes.

The ratings are based upon the quality of the underlying
collateral and the legal structure.

Moody's ratings address only the credit risks associated with the
transaction.  Other non-credit risks, such as those associated
with the timing of principal prepayments have not been addressed
and may have a significant effect on yield to investors.

The assigned ratings are not a recommendation to buy, sell or hold
securities or any interest therein.


STATION CASINOS: Earns $19.2 Million in Quarter Ended Sept. 30
--------------------------------------------------------------
Station Casinos, Inc., disclosed results of its operations for the
third quarter ended September 30, 2006 and other Company-related
news on Nov. 2, 2006.

The Company's net revenues for the third quarter ended
Sept. 30, 2006 were approximately $346 million, an increase of 25%
compared to the prior year's third quarter.  The Company reported
EBITDA for the quarter of $126.7 million, an increase of 8%
compared to the prior year's third quarter.

During the third quarter, the Company incurred a $1.5 million loss
on the disposition of certain assets primarily related to the
cancellation of the residential project at Red Rock, $2.1 million
in costs to develop new gaming opportunities, primarily related to
Native American gaming and $400,000 of other non-recurring costs.
Including these items, the Company reported net income of
$19.2 million.

The Company's earnings from its Green Valley Ranch joint venture
for the third quarter were $10.8 million, which represents a
combination of the Company's management fee plus 50% of Green
Valley Ranch's operating income.  For the quarter, Green Valley
Ranch generated EBITDA before management fees of $25.4 million, a
4% increase compared to the prior year's third quarter.

                 Las Vegas Market Results

For the third quarter, net revenues from the Major Las Vegas
Operations, excluding Green Valley Ranch, increased to
$308.6 million, a 28% increase compared to the prior year's
quarter, while EBITDA from those operations increased 4% to
$102.1 million.

Net revenues fell short of previously communicated guidance
primarily as a result of a smaller than expected increase in spend
per visit when compared to the previous quarter and due to greater
than expected construction disruption at Santa Fe Station.  Same
store revenues, excluding Red Rock, for the quarter were down 1%
year over year.

The Company also reported lower EBITDA than previously
communicated guidance.  EBITDA was impacted by the "flow through"
effect from the lower than expected revenues, lower margins at Red
Rock, offset by lower corporate costs, primarily from a reduction
in corporate level bonuses.  Same store EBITDA, excluding Red
Rock, was down 8% year over year, with about one half the
shortfall caused by longer than expected construction disruption
at Santa Fe.

"Now that we have transitioned into more normalized operations, we
are seeing positive results in our efforts to improve operating
margins at Red Rock.  We are pleased with the customer acceptance
of Red Rock and net revenues for the quarter exceeded our initial
internal projections," said Lorenzo J. Fertitta, vice chairman and
president of the Company.

Red Rock has already generated more EBITDA through the end of
October than Green Valley Ranch generated in its first full year
of operations.  The Company believes Red Rock will now generate
between $90 million and $95 million in EBITDA in its first year,
or approximately an 11% return on the weighted average investment.
"Assuming a similar progression in cash flows over time as we
experienced at Green Valley Ranch, we are well on our way to
achieving our stated return on investment goal of high teens to
low twenties," said Mr. Fertitta.

                    Balance Sheet Items

Long-term debt was $3.41 billion as of Sept. 30, 2006.  Total
capital expenditures were $203.5 million for the third quarter.
Expansion and project capital expenditures included $40.2 million
for Phases I and II of Red Rock, $37.1 million for the expansion
of Santa Fe Station, $27.2 million for the expansion of Fiesta
Henderson and $47 million for the purchase of land.  During the
third quarter, the Company also purchased approximately
2.6 million shares of its common stock for approximately
$142.5 million.

              Gun Lake Tribe Management Contract

On Oct. 27, 2006, the Department of Justice filed a Notice with
the District Court and sent a letter to the plaintiffs in the Gun
Lake litigation indicating that the Department of the Interior
plans to take the 146-acre parcel of land, which is the subject of
the litigation, into trust on January 5, 2007, if the plaintiffs
do not seek injunctive relief or fail to persuade the court to
issue any relief precluding the Department of Interior from doing
so.  "This action by the Department of the Interior is a positive
development that we believe could expedite the court's decision in
the lawsuit that has unduly delayed this project," said Lorenzo
Fertitta.

                             Dividend

The Company's Board of Directors has declared a quarterly cash
dividend of $0.2875 per share.  The dividend is payable on
Dec. 4, 2006 to shareholders of record on Nov. 13, 2006.

                   Fiscal 2006 and 2007 Guidance

The Company expects EBITDA for the fourth quarter of $133 million
to $143 million, excluding development expense and other non-
recurring items.  The fourth quarter guidance assumes revenue
growth in the Major Las Vegas Operations, excluding Green Valley
Ranch, of 25% to 30% over the prior year and an effective tax rate
of 38.0%.

The Company is also updating guidance for fiscal 2007.  For fiscal
2007, the Company now expects EBITDA of approximately $610 million
to $650 million.  This guidance assumes that the Phase II master-
planned expansion of Red Rock opens in early 2007, and further
assumes an effective tax rate of 38.0% and 58 million diluted
shares outstanding.

                        About Station Casinos

Station Casinos, Inc. -- http://www.stationcasinos.com/--  
provides gaming and entertainment to the residents of Las Vegas,
Nevada.  Station owns and operates Palace Station Hotel & Casino,
Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino,
Wildfire Casino and Wild Wild West Gambling Hall & Hotel in Las
Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta
Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station
Hotel & Casino, Fiesta Henderson Casino Hotel, Magic Star Casino
and Gold Rush Casino in Henderson, Nevada.  Station also owns a
50% interest in Green Valley Ranch Station Casino, Barley's Casino
& Brewing Company and The Greens in Henderson, Nevada and a 6.7%
interest in the Palms Casino Resort in Las Vegas, Nevada.  In
addition, Station manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Standard & Poor's Ratings Services placed its ratings on Station
Casinos Inc., including its 'BB' long-term and 'B-2' short-term
corporate credit ratings, on CreditWatch with negative
implications.

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Moody's Investors Service confirmed its Ba2 Corporate Family
Rating for Station Casinos in connection with its implementation
of the new Probability-of-Default and Loss-Given-Default rating
methodology for the Gaming, Lodging & Leisure sector.


STEINWAY MUSICAL: S&P Puts 'BB-' Corporate Credit Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Steinway
Musical Instruments Inc., including the 'BB-' corporate credit
rating, on CreditWatch with negative implications.

"The CreditWatch listing is based on the company's weak operating
performance over the past two quarters, which has resulted in weak
credit protection measures for the existing rating," explained
Standard & Poor's credit analyst Patrick Jeffrey.

"This is primarily the result of a strike in Steinway's Elkhart,
Ind. brass instrument manufacturing facility, which has
negatively affected both sales and EBITDA."

Standard & Poor's will meet with management to discuss Steinway's
operations.  Key areas of focus will include the company's cost
structure over both the short and long term, and sales trends in
both its band and piano business segments.  It is unlikely that
the ratings would be lowered more than one notch as a result of
this review.


ST. BERNARD: S&P Affirms 'BB' Underlying Debt Rating
----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on St.
Bernard Parish School District No. 1, La.'s GO debt to stable from
developing based on the expectation that despite the slow pace of
reconstruction and recovery from Hurricane Katrina, the district's
property tax base will remain stable, albeit at a reduced level,
and that property tax collections will remain sufficient to cover
debt service on the district's bonds.

Simultaneously, the rating service affirmed its 'BB' underlying
rating on the district's debt.

The persistence of a significant degree of economic dislocation in
St. Bernard Parish and the lack of updated audited financial
information preclude a higher rating.

"The pace of redevelopment and rate of repopulation will be
critical to the long-term stability of the revenue stream pledged
to the district's bonds, which could provide further upward
potential on the rating," said Standard & Poor's credit analyst
Horacio Aldrete.

"State and federal support for operations and capital
infrastructure could also have a substantial effect on
the district's credit quality in upcoming years."

Hurricane Katrina's devastation in St. Bernard Parish resulted in
a 25% decline in assessed valuation in fiscal 2006 to
$215.2 million.  Several of the district's 10 leading taxpayers,
which before Katrina accounted for about 57% of assessed value,
were back in operation a few months after the hurricane, providing
some stability to the property tax base.  Given the reduced
assessed value, parish officials increased the tax rate securing
the bonds to 14 mills from 9.3 mills.  Property tax bills were
mailed on June 2006; and according to school officials,
collections have been close to historical levels.

The district's unaudited financial statements for fiscal year-end
June 30, 2005, reflect a $6.2 million unreserved general fund
balance, or 11.2% of expenditures.  Estimated fiscal 2006 figures
are not available.  District officials, however, estimate overall
liquidity remained similar to fiscal 2005 liquidity due, in part,
to the receipt of roughly $24 million of emergency funding from
the state and Federal Emergency Management Agency.

St. Bernard Parish School District No. 1 is coterminous with
St. Bernard Parish, which is directly east of New Orleans.

The rating action affects roughly $20 million of debt outstanding.


SUPERIOR ENERGY: Names Harold J. Bouillion as New Director
----------------------------------------------------------
Superior Energy Services, Inc., disclosed that the Company's Board
of Directors, at the recommendation of its Nominating and
Corporate Governance Committee, has appointed Harold J. Bouillion
to serve as a director until the 2007 annual meeting of
stockholders.

From 1966 until 2002, Mr. Bouillion was with KPMG LLP where he
served as Managing Partner of the New Orleans office from 1991
through 2002 and as Tax Partner-in-Charge of the New Orleans
office from 1977 through 1991.  Since his retirement from KPMG in
2002, Mr. Bouillion has served as the Managing Director of
Bouillion & Associates, LLC, which provides tax and financial
planning services.

Terence Hall, Chairman and CEO of Superior, stated, "We are
pleased to welcome Harold to our Board.  His financial expertise
and knowledge of our Company should be an excellent complement to
the industry experience and financial background of our other
directors."

Mr. Bouillion is a Certified Public Accountant.  He currently
serves on the boards of several New Orleans-area community
organizations, including the National World War II Museum, the UNO
Foundation, and Goodwill Industries of Southeastern Louisiana,
Inc.  Mr. Bouillion earned a bachelor's degree in Accounting from
the University of Louisiana-Lafayette and his MBA from Louisiana
State University.

                     About Superior Energy

Headquartered in Harvey, Louisiana, Superior Energy Services, Inc.
-- http://www.superiorenergy.com/-- provides specialized oilfield
services and equipment focused on serving the production-related
needs of oil and gas companies primarily in the Gulf of Mexico and
the drilling-related needs of oil and gas companies in the Gulf of
Mexico and select international market areas.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and its 'BB-' senior unsecured rating on Superior
Energy Services Inc., and also assigned its 'BB+' senior secured
rating and '1' recovery rating to Superior's $200 million term
loan B.  The outlook is stable.

As reported in the Troubled Company Reporter on Sept. 28, 2006,
Moody's Investors Service affirmed SESI, L.L.C.'s ratings (Ba3
Corporate Family Rating and B1 rated $300 million senior unsecured
notes guaranteed by Superior Energy Services, Inc. (Superior)) and
changed the rating outlook to negative from stable following
Superior's announcement that it had signed a merger agreement to
acquire Warrior Energy Services Corporation (Warrior) for
$175 million in cash and 5.3 million shares of common stock, with
debt accounting for approximately 56% of the acquisition cost
(based on the Sept. 22, 2006 closing price).


SUPERIOR ENERGY: Exchange Offer for 6-7/8% Notes Ends on Nov. 27
----------------------------------------------------------------
Superior Energy Services, Inc.'s wholly owned subsidiary, SESI,
L.L.C., has commenced an exchange offer for its outstanding 6 7/8%
Senior Notes due 2014.

These notes originally were issued in a May 22, 2006 private
offering in an aggregate principal amount of $300,000,000.
Holders of these notes may exchange them for a like principal
amount of a new issue of 6 7/8% Senior Notes due 2014 pursuant to
an effective registration statement on Form S-4 filed with the
Securities and Exchange Commission.

Terms of the new notes are substantially identical to those of the
original notes, except that the transfer restrictions and
registration rights relating to the original notes do not apply to
the new notes.  Original notes that are not exchanged will
continue to be subject to transfer restrictions.  The new
registered notes will not be subject to transfer restrictions.

The exchange offer will expire at 5:00 p.m., New York City time,
on Nov. 27, 2006, unless extended.  Tenders of the original notes
must be made before the exchange offer expires and may be
withdrawn at any time before the exchange offer expires. Documents
describing the terms of the exchange offer, including the
prospectus and transmittal materials for making tenders, can be
obtained from The Bank of New York Trust Company, N.A., which is
serving as the exchange agent in connection with the exchange
offer.  The Bank of New York Trust Company can be reached at:

     The Bank of New York
     Corporate Trust Operations - Reorganization Unit
     101 Barclay Street - 7 East
     New York, NY 10286
     Facsimile: (212) 298-1915

                     About Superior Energy

Headquartered in Harvey, Louisiana, Superior Energy Services, Inc.
-- http://www.superiorenergy.com/-- provides specialized oilfield
services and equipment focused on serving the production-related
needs of oil and gas companies primarily in the Gulf of Mexico and
the drilling-related needs of oil and gas companies in the Gulf of
Mexico and select international market areas.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and its 'BB-' senior unsecured rating on Superior
Energy Services Inc., and also assigned its 'BB+' senior secured
rating and '1' recovery rating to Superior's $200 million term
loan B.  The outlook is stable.

As reported in the Troubled Company Reporter on Sept. 28, 2006,
Moody's Investors Service affirmed SESI, L.L.C.'s ratings (Ba3
Corporate Family Rating and B1 rated $300 million senior unsecured
notes guaranteed by Superior Energy Services, Inc. (Superior)) and
changed the rating outlook to negative from stable following
Superior's announcement that it had signed a merger agreement to
acquire Warrior Energy Services Corporation (Warrior) for
$175 million in cash and 5.3 million shares of common stock, with
debt accounting for approximately 56% of the acquisition cost
(based on the Sept. 22, 2006 closing price).


TCM MEDIA: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service assigned TCM Media, Inc. an SGL-3
speculative grade liquidity rating, reflecting the company's
adequate near-term liquidity.

Rating assignment:

   * TCM Media, Inc.

     -- Speculative Grade Liquidity Rating at SGL - 3

Moody's expects TCM Media to post free cash flow of approximately
$6 million over the next twelve months, reserving use of its
revolving credit facility for seasonal working capital needs and
small asset purchases.

However, Moody's considers that current covenant levels will
preclude the company from accessing the full $10 million currently
undrawn under its revolver.  TCM Media has a minimal level of
near-term mandatory debt amortization and capital spending
requirements.  Moody's expects the company will use its free cash
flow to modestly reduce its revolver borrowings by the end of
fiscal 2007.

In October 2006, TCM Media agreed with its lenders to amend the
terms and conditions of its loan agreement, including a relaxation
of its maximum leverage ratio to 6.65x total debt to EBITDA from
6.5x, with gradual stepdowns thereafter. Notwithstanding the
loosened financial covenant levels, Moody's considers the company
can look to a very modest level of covenant-compliance cushion
over the next twelve months.

There is an active market for newspaper assets, which TCM Media
could access in case of need. However, since all assets are
pledged, any asset sale would require the consent of senior
secured lenders.

Headquartered in Lexington Kentucky, TCM Media estimates pro-forma
sales of $122 million for the fiscal year ended June 2006.  The
company has a B2 Corporate Family rating and a negative rating
outlook.


TOUGHER INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tougher Industries, Inc.
        175 Broadway
        Albany, NY 12204

Bankruptcy Case No.: 06-12960

Type of Business: The Debtor is a mechanical contractor.
                  See http://www.tougher.net/

Chapter 11 Petition Date: November 3, 2006

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Robert J. Rock, Esq.
                  60 South Swan St.
                  Albany, NY 12210
                  Tel: (518) 463-5700
                  Fax: (518) 434-6140

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Sheet Metal Workers                        $245,755
NBF Central Processing
P.O. BOX 79321
Baltimore, MD 21279

Southern Tier Insulation Inc.              $196,988
P.O. Box 7339
Endicott, NY 13761

Elmira Windustrial Company                 $175,914
2072-2080 Lake Rd
Elmira, NY 14903

York International Corp.                   $174,526
P.O. Box 640064
Pittsburgh, PA 15264

Sheet Metal Workers Local #83              $174,413
Fringe Benefits
718 Third St.
Albany, NY 12206

American Steel & Aluminum Corp.            $131,196
P.O. Box 3036
Boston, MA 2241

Stevens JW Co. Inc.                        $128,844
C/O Blake Equipment of NY
61 West Dudleytown Road
Bloomfield, CT 6002

Couch White LLP                            $122,890
540 Broadway
P.O. Box 22222
Albany, NY 12201

Peck R F Co. Inc.                          $122,115
435 New Karner Rd.
Albany, NY 12205

Sheet Metal Workers                        $113,177
Clearing Account
100-A Old Forge Road
Rocky Hill, CT 6067

General Insulation Corporation             $105,364
20 Kairnes St.
Albany, NY 12205

Technical Building Services                 $89,159
Ballston Commercial PK
12 E Commerce Dr.
Ballston Spa, NY 12020

Plumbers Local No. 7                        $89,091
Fringe Benefit Account
308 Wolf Rd.
Latham, NY 12110

Jacobs & Matthews, Inc.                     $81,888
2805 West Busch Blvd
Suite 225
Tampa, FL 33618

Security Supply Corp.                       $78,565
196 Maple Ave.
Selkirk, NY 12158

Uncle Sam Piping Solutions Inc.             $77,234
60 113th St.
Troy, NY 12182

Homans Assoc.                               $72,914
P.O. Box 3311
Boston, MA 02241

Energy Management of Facilities             $57,673
950 Broadway
Thornwood, NY 10594

Plumbers & Steamfitters 267                 $56,239
Administration Fund
150 Midler Park Drive
Syracuse, NY 13206

Yankee Technology Inc.                      $53,685
280 Moody Street
Ludlow, MA 1056


VISHAY INTERTECH: To Buy Int'l Rectifier's PCS for $290 Million
---------------------------------------------------------------
Vishay Intertechnology Inc. has agreed with International
Rectifier Corporation for the sale of IR's Power Control Systems
business to the Company for approximately $290 million in cash.

The PCS business includes IR's Non-Focus Products business and
certain product revenue from its Focus Products business,
including certain discrete planar MOSFETs, discrete diodes and
rectifiers, discrete thyristors, and automotive modules and
assemblies.

The Company disclosed that the agreement is subject to customary
closing conditions, including obtaining all necessary governmental
approvals and clearances, and finalization of certain
documentation.  Signing of definitive agreements is expected to
take place by Nov. 10, 2006, and the transaction is expected to
close in February 2007.

The acquisition extends the Company's product offering in discrete
semiconductors and modules, while enhancing its position in the
manufacturing of discrete semiconductors and passive components.
Furthermore, the acquisition will provide the Company with
synergies in the area of modules by combining its components with
the product lines to be acquired.

The divestiture enables International Rectifier to concentrate its
resources and assets on its Focus Products business, which
includes high-performance analog, digital, and mixed-signal ICs,
and other advanced power management products.

                  About International Rectifier

International Rectifier (NYSE: IRF) -- http://www.irf.com/--  
provides power management solutions to manufacturers of computers,
energy efficient appliances, lighting, automobiles, satellites,
aircraft, and defense systems.  IR's digital, analog and mixed
signal ICs, and other advanced power management products, enable
high-performance computing and reduce energy waste in motors.

                  About Vishay Intertechnology

Headquartered in Malvern, Pennsylvania, Vishay Intertechnology,
Inc. (NYSE: VSH) -- http://www.vishay.com/-- manufactures
discrete semiconductors and selected ICs, and passive electronic
components.  Vishay's components can be found in products
manufactured in a very broad range of industries worldwide. Vishay
has operations in 17 countries employing over 25,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006
Moody's Investors Service's in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. technology semiconductor and distributor
sector, affirmed its B1 corporate family rating on Vishay
Intertechnology Inc.


WILDFLOWER RESORT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wildflower Resort Company
        c/o Raymond Goad
        6440 North Central Expressway #750
        Dallas, TX 75206

Bankruptcy Case No.: 06-34831

Type of Business: The Debtor is a $220 Million 1,000-acre master-
                  planned international group-meeting and golf
                  destination.
                  See http://www.wildflowerresort.com/

Chapter 11 Petition Date: November 6, 2006

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: David K. Hoel, Esq.
                  202 S. Lancaster #203
                  Dallas, TX 75203
                  Tel: (214) 298-3739

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

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


WILLOWBEND NURSERY: U.S. Trustee Names 5-Member Creditors' Panel
----------------------------------------------------------------
Saul Eisen, the U.S. Trustee for Region 9, appointed five
creditors to serve on an Official Committee of Unsecured Creditors
in Willowbend Nursery, Inc., and its debtor-affiliates' chapter 11
cases:

     1. Cavell & Associates CPA LLC
        Attn: Scott J. Cavell
        8 N. State Street
        Suite 200
        Painesville OH 44077
        Phone: (440) 354-3516
        Fax: (440) 354-6738

     2. The Perry Coal & Feed Co.
        Attn: Richard Warren
        4204 Main Street
        P.O. Box 53
        Perry OH 44081
        Phone: (440) 259-2281

     3. Mackenzie Nursery Supply Inc.
        Attn: Amy M. Stark
        3891 Shepard Road
        P.O. Box 322
        Perry OH 44081
        Phone: (440) 259-3517 x225
        Fax: (440) 259-5953

     4. Stropkey Nurseries Inc.
        Attn: Paul V. Stropkey
        455 Bowhall Road
        Painesville OH 44077
        Phone: (440) 352-2813
        Fax: (440) 352-7217

     5. W.S. Yoe Nurseries Inc.
        Attn: William S. Yoe, Jr.
        3401 Wood Road
        Madison OH 44057
        Phone: (440) 428-4726
        Fax: (440) 428-2730

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's 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 Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Perry, Ohio, Willowbend Nursery, Inc. --
http://www.willowbendnursery.com/-- owns and operates a nursery
and grow quality bareroot plants & shrubs.  The Company and its
affiliates filed for chapter 11 protection on Sept. 20, 2006
(Bankr. N.D. Ohio Case No. 06-14353).  When the Debtors filed for
protection from their creditors, they listed estimated assets
between $1 million and $10 million and estimated debts between
$10 million and $50 million.


WILLOWBEND NURSERY: Court OKs Andrew Suhar as Chapter 11 Trustee
----------------------------------------------------------------
The Honorable Arthur I. Harris of the U.S. Bankruptcy Court for
the Northern District of Ohio has approved Fifth Third Bank's
motion to appoint a Chapter 11 Trustee in Willowbend Nursery,
Inc., and its debtor-affiliates' bankruptcy cases.

Andrew W. Suhar, Esq., was named as Chapter 11 Trustee for the
Debtors' estates pursuant to the recommendation of the U.S.
Trustee for Region 9.

The Debtors collectively owe Fifth Third, their senior secured
creditor, over $21 million on account of various notes issued on
February and September 2005 as well as guarantees they made on
behalf of certain non-debtor affiliates.  These debts are secured
by valid liens and security interest in all of their assets.

Fifth Third sought the appointment of a Chapter 11 Trustee on
claims that David Brewster, the Debtors' principal, engaged in
gross mismanagement of the estates.

Rebecca K. Fischer, Esq., at Porter, Wright, Arthur & Morris LLP,
told the Court that the history of Mr. Brewster's misappropriation
of funds borrowed from Fifth Third has led the bank to lose all
faith in Mr. Brewster's ability to guide the Debtors through a
successful reorganization.

Headquartered in Perry, Ohio, Willowbend Nursery, Inc. --
http://www.willowbendnursery.com/-- owns and operates a nursery
and grow quality bareroot plants & shrubs.  The Company and its
affiliates filed for chapter 11 protection on Sept. 20, 2006
(Bankr. N.D. Ohio Case No. 06-14353).  When the Debtors filed for
protection from their creditors, they listed estimated assets
between $1 million and $10 million and estimated debts between
$10 million and $50 million.


WINN-DIXIE: Posts $24M Net Loss in 1st Fiscal Qtr. Ended Sept. 20
-----------------------------------------------------------------
Winn-Dixie Stores Inc. has filed its quarterly report with the
Securities and Exchange Commission for the 2007 first fiscal
quarter ended Sept. 20, 2006.

Winn-Dixie lost $24,613,000 for the 12 weeks ended Sept. 20,
2006, compared with $552,555,000 during the same period in the
prior fiscal year.  Winn-Dixie reported $1,609,826,000 in sales
for the quarter, up 2.4% from $1,572,003,000 in the same period
in 2005.  Gross profit on sales for the fiscal year 2007 first
quarter increased $14,600,000 compared with the same prior-year
period.

In its SEC filing dated Sept. 26, 2006, the company disclosed
that a number of factors negatively affected its liquidity and
may also affect its ability to continue as a going concern.

These factors include, but are not limited to: (1) past operating
performance and the success of current and future company
initiatives designed to improve sales and gross margin and to
reduce expenses, and (2) the company currently operates as
debtors-in-possession under Chapter 11 of the Bankruptcy Code.

As of Sept. 20, 2006, Winn-Dixie had $351,800,000 of available
liquidity, comprised of $116,800,000 of borrowing availability
under the DIP Credit Facility and $235,000,000 of certain cash
equivalents.

Management believes the company has sufficient liquidity through
borrowing availability, available cash, trade credit and cash
flows from operating activities to fund its cash requirements for
existing operations and capital expenditures on a more expanded
basis subsequent to emergence through the end of fiscal 2007.

                  Winn-Dixie Stores, Inc., et al.
               Unaudited Consolidated Balance Sheet
                       At September 20, 2006
                           (In Thousands)

                               Assets
Current assets:
Cash and cash equivalents                               $261,583
Marketable securities                                     14,507
Trade and other receivables, net                         134,945
Insurance claims receivable                               21,386
Income tax receivable                                     42,029
Merchandise inventories, net                             454,359
Prepaid expenses and other current assets                 35,387
Assets held for sale                                           -
                                                      ----------
Total current assets                                     964,196

Property, plant and equipment, net                       487,627
Other assets, net                                         86,587
                                                      ----------
Total assets                                          $1,538,410
                                                      ==========

               Liabilities and Shareholders' Deficit

Current liabilities:
Current borrowings under DIP Credit Facility             $40,000
Current portion of long-term debt                            237
Current obligations under capital leases                   3,710
Accounts payable                                         212,115
Reserve for self-insurance liabilities                    76,205
Accrued wages and salaries                                76,956
Accrued rent                                              48,550
Accrued expenses                                          91,967
Liabilities related to assets held for sale                    -
                                                      ----------
Total current liabilities                                549,740

Reserve for self-insurance liabilities                   151,606
Long-term debt                                               103
Obligations under capital leases                           4,653
Other liabilities                                         20,028
                                                      ----------
Total liabilities not subject to compromise              726,130

Liabilities subject to compromise                      1,116,593
                                                      ----------
Total liabilities                                      1,842,723

Shareholders' (deficit) equity:
   Common stock $1 par value                             141,858
   Additional paid-in-capital                             36,412
   Accumulated deficit                                  (462,628)
   Accumulated other comprehensive loss                  (19,955)
                                                      ----------
Total shareholders' (deficit) equity                    (304,313)
                                                      ----------
Total liabilities and shareholders' equity            $1,538,410
                                                      ==========

            Winn-Dixie Stores, Inc., and Subsidiaries
              Consolidated Statement of Operations
                For 12-weeks Ended September 20, 2006
                           (In Thousands)

Net sales                                             $1,609,826
Cost of sales, net                                     1,185,396
                                                      ----------
Gross profit on sales                                    424,430
Other operating and administrative expenses              457,343
Impairment charges                                         2,035
Restructuring charges, net                                   899
                                                      ----------
Operating loss                                           (35,847)
Interest expense, net                                      2,419
                                                      ----------
Loss before reorganization items & income taxes          (38,266)
Reorganization items, net loss                             4,019
Income tax benefit                                        (1,413)
                                                      ----------
Net loss from continuing operations                      (40,872)

Discontinued operations:
Loss from discontinued operations                           (570)
Gain on disposal of discontinued operations               16,829
Income tax expense                                             -
                                                      ----------
Net earnings from discontinued operations                 16,259
                                                      ----------
NET LOSS                                                ($24,613)
                                                      ==========

            Winn-Dixie Stores, Inc., and Subsidiaries
              Consolidated Statement of Cash Flows
               For 12-Weeks Ended September 20, 2006
                         (In thousands)

Cash flows from operating activities:
   Net loss                                             ($24,613)
   Adjustments to reconcile net loss to net cash
      (used in) provided by operating activities:
   Gain on sales of assets, net                          (33,635)
   Reorganization items, net loss                          4,019
   Impairment charges                                      2,114
   Depreciation and amortization                          22,076
   Stock compensation plans                                1,538
   Change in operating assets and liabilities:
      Trade, insurance and other receivables              35,757
      Merchandise inventories                             23,526
      Prepaid expenses & other current assets               (133)
      Accounts payable                                   (31,782)
      Lease liability on closed facilities                (5,165)
      Income taxes payable/receivable                     (1,851)
      Defined benefit plan                                  (636)
      Reserve for self-insurance liabilities               1,775
      Other accrued expenses                              13,224
                                                      ----------
Net cash provided by operating activities
   before reorganization items                             6,214
Cash effect of reorganization items                       (8,053)
                                                      ----------
Net cash used in operating activities                     (1,839)

Cash flows from investing activities:
   Purchases of property, plant and equipment            (13,374)
   Decrease in investments and other assets                1,476
   Sales of assets                                        73,096
   Purchases of marketable securities                     (2,157)
   Sales of marketable securities                          1,793
   Other                                                     297
                                                      ----------
Net cash provided by investing activities                 61,131

Cash flows from financing activities:
   Gross borrowings on DIP Credit Facility                 3,876
   Gross payments on DIP Credit Facility                  (3,876)
   Increase in book over-drafts                           15,448
   Principal payments on long-term debt                      (56)
   Debt issuance costs                                      (277)
   Principal payments on capital lease obligations          (367)
   Other                                                       -
                                                      ----------
Net cash provided by financing activities                 14,748

Increase in cash and cash equivalents                     74,040
Cash and cash equivalents at beginning of year           187,543
                                                      ----------
Cash and cash equivalents at end of period              $261,583

A full-text copy of Winn-Dixie's first fiscal quarter 2007 report
is available for free at http://ResearchArchives.com/t/s?1475

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to
the Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 58; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


* 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.

                             *********

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.

                    *** End of Transmission ***